Form 990 for tax year 2023

The filer's explanations (Part III)

PART I, LINE 3:

THE PROCESS AND POLICY FOR DETERMINING COMPENSATION FOR KEY EXECUTIVES AT MASS AUDUBON IS AS FOLLOWS: THE POLICY OF MASS AUDUBON IS TO ATTRACT AND RETAIN KEY EXECUTIVE TALENT BY PROVIDING A COMPETITIVE TOTAL COMPENSATION PACKAGE. IN DETERMINING COMPETITIVENESS, MASS AUDUBON LOOKS PRIMARILY TO COMPENSATION OFFERED BY OTHER LOCAL NON-PROFIT ORGANIZATIONS THAT ARE SIMILAR IN SIZE AND ALSO TAKES INTO ACCOUNT ANY SPECIAL CIRCUMSTANCES AFFECTING MASS AUDUBON. THE POLICY ALSO SUPPORTS PROVIDING APPROPRIATE KEY EXECUTIVE PAY-FOR-PERFORMANCE EARNING OPPORTUNITIES FOR ACHIEVING CHALLENGING, PRE-ESTABLISHED GOALS CONSISTENT WITH THE MISSION, TAX-EXEMPT PURPOSE, AND FINANCIAL RESOURCES OF MASS AUDUBON. THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS RECOMMENDS TO THE BOARD OF DIRECTORS FOR ITS ACTION THE CASH AND NON-CASH COMPENSATION POLICIES, PROGRAMS AND AMOUNTS OF COMPENSATION, AS WELL AS MAJOR CHANGES IN MASS AUDUBON'S BENEFITS PLANS, APPLICABLE TO KEY EXECUTIVES OF MASS AUDUBON AS WELL AS TO ANY INDIVIDUAL/ORGANIZATION THAT OTHERWISE MEETS THE DEFINITION OF "DISQUALIFIED PERSON" IN THE INTERNAL REVENUE CODE. "KEY EXECUTIVE" IS DEFINED AS PRESIDENT, VICE PRESIDENT FOR OPERATIONS, VICE PRESIDENT FOR WILDLIFE SANCTUARIES AND PROGRAMS, VICE PRESIDENT FOR PHILANTHROPY, VICE PRESIDENT FOR MARKETING AND COMMUNICATIONS, AND ANY OTHER EXECUTIVE EARNING OVER $100,000 PER YEAR. "DISQUALIFIED PERSON" INCLUDES FOR PURPOSES OF THIS POLICY ANYONE ON THE BOARD OF DIRECTORS AND MAY, IN SPECIFIED CIRCUMSTANCES, BE DEEMED TO INCLUDE MEMBERS OF THE MASS AUDUBON COUNCIL. THE TERM IS FURTHER DEEMED TO INCLUDE ANY OTHER MASS AUDUBON EMPLOYEE EARNING MORE THAN $100,000 PER YEAR. THE EXECUTIVE COMMITTEE WILL: ENSURE THAT NO PART OF MASS AUDUBON'S NET EARNINGS INURE TO THE PRIVATE BENEFIT OF ANY INDIVIDUAL AND THAT ANY PAYMENT OF BENEFITS OR PERSONAL EXPENSES TO OR FOR THE BENEFIT OF SELECT INDIVIDUALS AND OTHER TRANSACTIONS POTENTIALLY BENEFITING ANY SUCH INDIVIDUALS ARE ANALYZED AND CAREFULLY APPROVED AS COMPENSATION FOR SERVICES TO MASS AUDUBON WITH THE BENEFITS TO THE INDIVIDUALS CLEARLY MEASURED AND CONSIDERED BY THE EXECUTIVE COMMITTEE. ESTABLISH AND REVIEW MASS AUDUBON'S OVERALL EXECUTIVE COMPENSATION POLICY TO ENSURE THAT THE POLICY CONTINUES TO SUPPORT MASS AUDUBON'S MISSION AND PURPOSE, ATTRACTS AND RETAINS KEY EXECUTIVES, AND PROVIDES COMPETITIVE TOTAL COMPENSATION OPPORTUNITIES AT REASONABLE COST. ACT ON BEHALF OF THE BOARD OF DIRECTORS IN SETTING EXECUTIVE TOTAL COMPENSATION POLICY, COMPENSATION PLANS, BENEFIT PLANS AND EXECUTIVE CONTRACTS FOR KEY ADMINISTRATORS, AND DEVELOPING RECOMMENDATIONS FOR THE BOARD OF DIRECTORS WITH RESPECT TO THE TOTAL COMPENSATION OF MASS AUDUBON'S KEY EXECUTIVES AND OF ANY DISQUALIFIED PERSONS. THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR A THOROUGH AND DISINTERESTED REVIEW OF APPROPRIATE TOTAL COMPENSATION FOR KEY EXECUTIVES. THE COMMITTEE WILL: ASSESS THE NATURE AND SCOPE OF EACH EXECUTIVE'S POSITION UNDER REVIEW BY THE COMMITTEE. ASSESS THE BASIS BY WHICH COMPENSATION WAS PAID TO THE KEY EXECUTIVE IN EACH COVERED POSITION, FOR EXAMPLE, EXCEPTIONAL PERFORMANCE, ADDITIONAL DUTIES, OR THE UNIQUE BACKGROUND EXPERIENCES, PERSONAL SKILLS, SPECIAL ABILITIES, AND BUSINESS CHALLENGES FACING MASS AUDUBON THAT REQUIRE USE OF THESE SKILLS AND ATTRIBUTES. OBTAIN APPROPRIATE AND COMPARABLE COMPENSATION MARKET DATA, SUCH AS DATA ON THE FOLLOWING: 1. SIMILARLY SITUATED ORGANIZATIONS FOR FUNCTIONALLY COMPARABLE POSITIONS; 2. GEOGRAPHIC DIFFERENTIALS WHICH REFLECT THE COST OF LABOR IN THE GREATER BOSTON AREA; 3. THE AVAILABILITY OF SIMILAR SPECIALTIES IN THE GEOGRAPHIC AREA; 4. INDEPENDENT COMPENSATION SURVEYS; 5. IRS FORM 990 COMPENSATION INFORMATION FOR FUNCTIONALLY COMPARABLE POSITIONS; 6. ACTUAL WRITTEN OFFERS FROM SIMILAR ORGANIZATIONS COMPETING FOR THE SERVICES OF THE INCUMBENT. THE EXECUTIVE COMMITTEE SHALL DOCUMENT THE BASIS FOR ITS DETERMINATION OF THE REASONABLE COMPENSATION FOR THOSE KEY EXECUTIVES UNDER ITS REVIEW INCLUDING PERFORMANCE ASSESSMENT OF THE KEY EXECUTIVE AND THE BASIS FOR DETERMINING THAT THE EXECUTIVE'S COMPENSATION WAS REASONABLE IN LIGHT OF THAT PERFORMANCE ASSESSMENT AND MARKET DATA. THE EXECUTIVE COMMITTEE WILL MAKE ITS RECOMMENDATIONS TO THE BOARD OF DIRECTORS ON AN ANNUAL BASIS. THE BOARD OF DIRECTORS WILL PERIODICALLY REVIEW THE MEMBERSHIP OF THE EXECUTIVE COMMITTEE WITH A VIEW TO MAKING SURE THAT NO MEMBER IS SUBJECT TO A CONFLICT OF INTEREST WHICH WOULD MAKE HIS OR HER PARTICIPATION IN REVIEW OF COMPENSATION INAPPROPRIATE.