Executive Compensation Policy

Effective Date:

June 4, 2015



Policy Review Date:

3 years

Issuing Authority:

Research Foundation President

Policy Owner:

Vice President of Human Resources

Contact Information:



Reason for Policy

This policy establishes standards for Compensation of RF Officers, Key Employees, and Compensated Directors. This policy is designed to implement the RF By-laws and ensure RF compliance with IRS standards, which require the RF to ensure that Compensation to employees is reasonable and not excessive. Terms are defined later in the policy.

Statement of Policy

Compensation for the RF President will be set by the RF Board of Directors. Compensation of other RF Officers will be set by the RF President and will be reviewed for reasonableness by the RF Board of Directors in accordance with the Procedure for Reviewing Executive Compensation.

The RF Board of Directors will review the reasonableness of Compensation of Key Employees, and Compensated Directors.

For purposes of this policy, the standard of reasonableness will be determined by reference to the circumstances of the hiring and recruitment, including Compensation for similarly situated employees employed by related or similar employers.

Employment agreements between the RF and the RF President, RF Officers, and Key Employees will not include Financial Separation Payments, except where the following conditions are met:

Delegation of Duties

The RF Board of Directors may delegate its responsibilities under this policy to its Executive Committee to the extent the Executive Committee serves as the Board’s Executive Compensation committee, as specified in its charter; and comprises Disinterested Directors who are not in a position to benefit personally from Compensation decisions.


The RF Board of Directors is not required to review reasonableness of Compensation of a Top Five Highly Compensated Employee who is employed by the RF pursuant to a Staffing Services Arrangement if a Staffing Services Client confirms to the RF in writing that the Staffing Services Client’s board of directors, board of trustees, or an officer or official designated in writing by the Staffing Services Client’s board of directors or board of trustees has conducted a reasonableness review of the Compensation.


The following table outlines the responsibilities for compliance with this Policy:

Responsible Party


RF Board of Directors Executive Committee

Approves Compensation for the President and reviews Compensation for RF Officers, Compensated Directors, and Key Employees, and against the applicable standard

RF President

Sets Compensation for RF Officers, Key Employees, or Top Five Highly Compensated Employees at the Central Office


Board of Directors or Board – the Board of Directors of The Research Foundation for The State University of New York.

Compensation – all economic benefits, including cash and noncash Compensation, provided by the RF in exchange for performance of services. Compensation includes but is not limited to the benefits set forth in Treas. Reg. �53.4958-4(b)(1)(ii)(B):

(1) All forms of cash and noncash Compensation, including salary, fees, bonuses, severance payments, and deferred and noncash Compensation described in Treas. Reg. �53.4958–1(e)(2);

(2) unless excludable from income as a de minimis fringe benefit pursuant to section 132(a)(4), the payment of liability insurance premiums for, or the payment or reimbursement by the organization of— (i) any penalty, tax, or expense of correction owed under section 4958; (ii) any expense not reasonably incurred by the person in connection with a civil judicial or civil administrative proceeding arising out of the person's performance of services on behalf of the applicable tax-exempt organization; or (iii) any expense resulting from an act or failure to act with respect to which the person has acted willfully and without reasonable cause; and

(3) all other compensatory benefits, including payments to welfare benefit plans, such as plans providing medical, dental, life insurance, severance pay, and disability benefits, and both taxable and nontaxable fringe benefits (other than fringe benefits described in section 132), including expense allowances or reimbursements (other than expense reimbursements pursuant to an accountable plan that meets the requirements of �1.62–2(c)), and the economic benefit of a below-market loan (within the meaning of section 7872(e)(1)).

Fringe benefits described in section 132 and reimbursement to Directors under an accountable expense reimbursement plan will not be considered Compensation. Compensation will include any offer or agreement entitling an individual to receive an offer of employment with the RF, State University of New York, or related entity in connection with termination from the individual’s position with the RF.

Compensated Director – a member of the Board who receives Compensation reportable on the RF’s Form 990 for work other than service on the Board. Under the Article II, Section 8 of the RF By-laws, directors are not eligible for Compensation for their service to the Board, except for reimbursement of reasonable expenses.

Compensation Analyst –an individual qualified to offer professional advice regarding the reasonableness of Compensation under IRS standards and who meets the following:

Disinterested Director – a member of the Research Foundation Board of Directors who is not in a position to benefit personally from Compensation decisions being reviewed.

Financial Separation Payments - salary continuation payments, consultancy fees, or payments for continuation of benefits paid to an RF President, RF Officer, Key Employee, or Top Five Highly Compensated Employee in connection with termination of employment. Financial Separation Payments will not include payment for accrued, unused vacation time, statutory unemployment benefits, or other payments that an RF employee would typically receive upon termination of employment.

Key Employee –as defined by the Internal Revenue Service in the instructions for Form 990.

Research Foundation or RF – The Research Foundation for the State University of New York.

RF Officer – an officer who is elected by the RF Board of Directors under the RF By-laws, including the Research Foundation’s President, General Counsel, Secretary, and Chief Financial Officer and excluding those appointed by the RF President pursuant to Article IV, Section 13 of the RF’s by-laws as appointed officers.

Staffing Services Arrangement – an agreement or arrangement in which the RF provides payroll and benefits and other employment-related services.

Staffing Services Client – an entity that has entered into a Staffing Services Arrangement with the RF.

SUNY – the State University of New York.

SUNY Officer – the SUNY Chancellor, campus president, or designated officer or official.

Top Five Highly Compensated Employees – the Highest Compensation Employees, as the Internal Revenue Service defines that term for purposes of the IRS Form 990

Related Information

Reviewing Executive Compensation



Change History


Summary of Change

June 4, 2015

Revised policy to remove top five highest compensated employees from executive committee review.

June 10, 2013

New Policy



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