Department of the Treasury Internal Revenue Service
Public Charity Status and Public Support
Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.
Attach to Form 990 or Form 990-EZ. See separate instructions.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
The Salk Institute for Biological Studies
Employer identification number
95-2160097
Part I
Reason for Public Charity Status
(All organizations must complete this part.) See instructions
The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)
1
2
3
4
5
section 170(b)(1)(A)(iv). (Complete Part II.)
6
7
8
9
receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of
its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses
acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)
10
11
e
By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).
f
If the organization received a written determination from the IRS that it is a Type I, Type II or Type III supporting organization, check this box
..................................................
g
Since August 17, 2006, has the organization accepted any gift or contribution from any of the following persons?
(i) a person who directly or indirectly controls, either alone or together with persons described in (ii)
Yes
No
and (iii) below, the governing body of the the supported organization?
................
11g(i)
(ii)
a family member of a person described in (i) above?
......................
11g(ii)
(iii)
a 35% controlled entity of a person described in (i) or (ii) above?
................
11g(iii)
h
Provide the following information about the supported organization(s).
(i) Name of supported organization
(ii) EIN
(iii) Type of organization (described on lines 1- 9 above or IRC section (see instructions))
(iv) Is the organization in col. (i) listed in your governing document?
(v) Did you notify the organization in col. (i) of your support?
(vi) Is the organization in col. (i) organized in the U.S.?
(vii) Amount of support?
Yes
No
Yes
No
Yes
No
Total
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 11285F
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 2
Part II
Support Schedule for Organizations Described in IRC 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi) (Complete only if you checked the box on line 5, 7, or 8 of Part I or if the
organization failed to qualify under Part III. If the organization fails to
qualify under the tests listed below, please complete Part III.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
102,548,502
87,583,830
114,311,374
120,830,531
141,948,096
567,222,333
2
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3
The value of services or facilities furnished by a governmental unit to the organization without charge..
4
Total. Add lines 1 through 3..
102,548,502
87,583,830
114,311,374
120,830,531
141,948,096
567,222,333
5
The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included
on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
14,008,590
6
Public Support. Subtract line 5 from line 4.
553,213,743
Section B. Total Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
7
Amounts from line 4..
102,548,502
87,583,830
114,311,374
120,830,531
141,948,096
567,222,333
8
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
1,297,051
2,714,020
3,494,564
3,483,205
4,407,819
15,396,659
9
Net income from unrelated business activities, whether or not the business is regularly carried on..
105,259
44,457
149,716
10
Other income. (Explain in Part IV.) Do not include gain or loss from the sale of capital assets..
22,714
3,678
222,177
18,981
407,374
674,924
11
Total support (Add lines 7 through 10).
583,443,632
12
Gross receipts from related activities, etc. (See instructions.)
..................
12
13
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here..........................................
Section C. Computation of Public Support Percentage
14
Public Support Percentage for 2010 (line 6 column (f) divided by line 11 column (f))
.........
14
94.819 %
15
Public Support Percentage for 2009 Schedule A, Part II, line 14
...............
15
96.050 %
16a
33 1/3% support test—2011.
If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization
......................
b
33 1/3% support test—2010.
If the organization did not check the box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization
.....................
17a
10%-facts-and-circumstances test—2011.
If the organization did not check a box on line 13, 16a, or 16b and line 14
is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported
organization
..................................................
b
10%-facts-and-circumstances test—2010.
If the organization did not check a box on line 13, 16a, 16b, or 17a and line
15 is 10% or more, and if the organization meets the "facts and circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts and circumstances" test. The organization qualifies as a publicly supported organization
..............................................
18
Private Foundation
If the organization did not check a box on line 13, 16a, 16b, 17a or 17b, check this box and see
instructions
...................................................
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 3
Part III
Support Schedule for Organizations Described in IRC 509(a)(2) (Complete only if you checked the box on line 9 of Part I or if the organization
failed to qualify under Part II. If the organization fails to qualify under
the tests listed below, please complete Part II.)
Section A. Public Support
Calendar year(or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
1
Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2
Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3
Gross receipts from activities that are not an unrelated trade or business under section 513..
4
Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5
The value of services or facilities furnished by a governmental unit to the organization without charge..
6
Total. Add lines 1 through 5.
7a
Amounts included on lines 1, 2, and 3 received from disqualified persons...
b
Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c
Add lines 7a and 7b..
8
Public Support (Subtract line 7c from line 6.)
Section B. Total Support
Calendar year (or fiscal year beginning in)
(a) 2007
(b) 2008
(c) 2009
(d) 2010
(e) 2011
(f) Total
9
Amounts from line 6...
10a
Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b
Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c
Add lines 10a and 10b.
11
Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12
Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)
13
Total support (Add lines 9, 10c, 11 and 12.).
14
First Five Years
If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here.............................................
Section C. Computation of Public Support Percentage
15
Public Support Percentage for 2011 (line 8 column (f) divided by line 13 column (f))
.........
15
16
Public support percentage from 2010 Schedule A, Part III, line 15
...............
16
Section D. Computation of Investment Income Percentage
17
Investment income percentage for 2011 (line 10c column (f) divided by line 13 column (f))
......
17
18
Investment income percentage from 2010 Schedule A, Part III, line 17
.............
18
19a
33 1/3% support tests—2011.
If the organization did not check the box on line 14, and line 15 is more than 33 1/3% and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
..........
b
33 1/3% support tests—2010.
If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization
....
20
Private Foundation
If the organization did not check a box on line 14, 19a or 19b, check this box and see instructions
.....
Schedule A (Form 990 or 990-EZ) 2011
Schedule A (Form 990 or 990-EZ) 2011
Page 4
Part IV
Supplemental Information.
Supplemental Information. Complete this part to provide the explanation required by Part II, line 10; Part II, line 17a or 17b; or Part III, line 12. Also complete this part for any additional information. (See instructions).
Department of the Treasury Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ
Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
Attach to Form 990 or 990-EZ.
OMB No. 1545-0047
2011
Open to Public Inspection
Name of the organization
The Salk Institute for Biological Studies
Employer identification number
95-2160097
Identifier
Return Reference
Explanation
GOVERNING BODY AND MANAGEMENT
FORM 990, PART VI, SECTION A, LINES 1a, 6, 7a, 7b
LINE 1A: THE EXECUTIVE COMMITTEE SHALL ADVISE AND AID THE OFFICERS OF THE CORPORATION IN ALL MATTERS CONCERNING ITS INTERESTS, INCLUDING WITHOUT LIMITATION ALL MATTERS RELATING TO COMPENSATION AND BENEFITS, AND SHALL POSSESS AND MAY EXERCISE, DURING THE INTERVALS BETWEEN THE MEETINGS OF THE BOARD OF TRUSTEES, ALL THE POWERS AND AUTHORITY OF THE BOARD OF TRUSTEES IN THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE CORPORATION, INCLUDING THE POWER TO AUTHORIZE THE CORPORATE SEAL TO BE AFFIXED TO ANY AND ALL DOCUMENTS WHICH MAY REQUIRE THE SAME TO BE AFFIXED THERETO, INSOFAR AS SUCH SEEMS TO THE EXECUTIVE COMMITTEE FOR THE BEST INTERESTS OF THE CORPORATION, IN ALL CASES IN WHICH SPECIFIC DIRECTIONS SHALL NOT HAVE BEEN GIVEN BY THE BOARD OF TRUSTEES, EXCEPT THAT THE EXECUTIVE COMMITTE SHALL HAVE NO POWER TO ADOPT, AMEND, OR REPEAL THE BY-LAWS. LINE 6: MEMBERSHIP OF THE CORPORATION CONSISTS OF THE PERSONS ELECTED TO THE BOARD OF TRUSTEES AND THREE MEMBERS FROM AMONG THE RESIDENT AND NON-RESIDENT FELLOWS AND PROFESSORS CHOSEN AND ELECTED ANNUALLY BY THE RESIDENT AND NON-RESIDENT FELLOWS AND PROFESSORS. LINE 7a: THE MEMBERS OF THE CORPORATION ELECT THE TRUSTEES. LINE 7b: THE MEMBERS OF THE CORPORATION MAY ALTER, AMEND, OR REPEAL THE BY-LAWS BY VOTE.
POLICIES
FORM 990, PART VI, SECTION B, LINES 11B, 12C AND 15A/B
LINE 11B: THE FORM 990 IS PREPARED BY THE INSTITUTE, INTERNALLY REVIEWED BY THE SR. DIRECTOR OF FINANCE AND THE CHIEF FINANCIAL OFFICER AND EXTERNALLY REVIEWED BY THE TAX DEPARTMENT OF A PUBLIC ACCOUNTING FIRM. A COPY OF THE PREPARED FORM 990 IS PROVIDED TO ALL BOARD MEMBERS AND THE AUDIT COMMITTEE FOR REVIEW AND DISCUSSION PRIOR TO ELECTRONIC FILING. LINE 12C: ANNUALLY, THE CONFLICT OF INTEREST DISCLOSURE STATEMENT IS SENT OUT FOR COMPLETION BY THE MEMBERS OF THE BOARD OF TRUSTEES, SENIOR MEMBERS OF ADMINISTRATION AND RESEARCHERS. THE DESIGNATED OFFICIAL FOR EACH GROUP REVIEWS THE COMPLETED FORMS AND BRINGS ANY POTENTIAL CONFLICT OF INTEREST TO THE RESPECTIVE COMMITTEES FOR REVIEW. UPON DETERMINATION THAT A CONFLICT OF INTEREST EXISTS, THE FOLLOWING CONDITIONS OR RESTRICTIONS MAY BE IMPOSED: A. MONITORING OF ACTIVITIES GENERATING THE CONFLICT BY ANOTHER MEMBER; B. DISQUALIFICATION FROM PARTICIPATION IN THE ACTIVITIES GIVING RISE TO THE CONFLICT; C. MODIFICATION OF RESPONSIBILITIES TO AVOID CONFLICTS; D. PUBLIC DISCLOSURE OR DIVESTITURE OF SIGNIFICANT FINANCIAL INTERESTS; E. MODIFICATION OF THE RESEARCH PLAN OR REMOVAL OF THE AFFECTED RESEARCHER FROM THE RESEARCH; F. SEVERANCE OF RELATIONSHIP THAT CREATES ACTUAL OR POTENTIAL CONFLICTS; G. TERMINATION OF EMPLOYMENT. LINE 15A/B:AN INDEPENDENT CONSULTANT WAS RETAINED BY THE SALK INSTITUTE TO ADVISE ON COMPENSATION ISSUES. MARKET ANALYSIS ON THE COMPETITIVENESS OF THE BASE SALARY AND TOTAL COMPENSATION (INCLUDING BENEFITS) FOR THE CEO, EVP, AND CFO WERE CONDUCTED IN 2010. THE INDEPENDENT CONSULTANT EVALUATED TOTAL COMPENSATION COMPARED TO LIKE ROLES AMOUNT ORGANIZATIONS PROVIDING SUBSTANTIALLY SIMILAR SERVICES IN THE RESEARCH INDUSTRY, INCLUDING BOTH FOR-PROFIT AND NOT-FOR-PROFIT ORGANIZATIONS. THE CONSULTANT CONSIDERED THE SIZE AND SCOPE OF OPERATIONS OF THE INCUMBENTS. THE CONSULTANT GAVE THE OPINION THAT THE TOTAL COMPENSATION FALLS WELL WITHIN REASONABLE RANGE OF COMPETITIVE PRACTICES. THE CONSULTANT'S REPORTS WERE REVIEWED BY THE EXECUTIVE COMMITTEE WHICH SERVED AS THE COMPENSATION COMMITTEE, EXCLUDING PERSONS WITH A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT. DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION PACKAGE WERE INCLUDED IN THE MINUTES OF THE EXECUTIVE COMMITTEE MEETING. A COPY OF THE CONSULTANT'S REPORTS WAS ATTACHED TO THE MINUTES OF THE MEETING. IN 2011, FOR 2012 CALENDAR YEAR COMPENSATION ACTIONS, AN INDEPENDENT CONSULTANT PROVIDED AN UPDATE TO THE 2010 ANNUAL REVIEW AND PROVIDED RECOMMENDATIONS ON 2012 COMPENSATION ACTIONS, AS APPROPRIATE. THE CONSULTANT GAVE THE OPINION THAT THE SALK'S EXECUTIVE CASH COMPENSATION PROGRAM CONTINUES TO BE BALANCED IN DESIGN, ALIGNED WITH THE SALK'S MISSION AND VALUES, AND REASONABLE IN AMOUNT. THE CONSULTANT'S REPORTS WERE REVIEWED BY THE EXECUTIVE COMMITTEE OF THE BOARD OF TRUSTEES WHICH SERVED AS THE COMPENSATION COMMITTEE, EXCLUDING PERSONS WITH A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT. DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION PACKAGE WERE INCLUDED IN THE MINUTES OF THE EXECUTIVE COMMITTEE MEETING. A COPY OF THE CONSULTANT'S REPORTS WAS ATTACHED TO THE MINUTES OF THE MEETING.
DISCLOSURE
FORM 990, PART VI, SECTION C, LINE 19
UPON REQUEST, THE OFFICE OF THE CHIEF FINANCIAL OFFICER MAKES AVAILABLE TO THE PUBLIC ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY. FINANCIAL STATEMENTS ARE AVAILABLE ON THE SALK WEB SITE.
OTHER CHANGES IN NET ASSETS
FORM 990, PART XI, LINE 5
UNREALIZED INVESTMENT LOSSES IN EXCESS OF AMOUNT DESIGNATED FOR CURRENT OPERATIONS - ($8,223,913); POSTRETIREMENT BENEFIT CHANGES OTHER THAN NET PERIODIC BENEFIT COST - ($46,931); ROUNDING - $2
COMPENSATION OF DIRECTORS
PART VII, DIRECTORS COMPENSATION
THE FOLLOWING INDIVIDUALS WERE COMPENSATED FOR THE FOLLOWING SERVICES AND NOT PAID AS TRUSTEES: GEOFFREY M. WAHL, PH.D. - PROFESSOR THOMAS D. ALBRIGHT, PH.D. - PROFESSOR CHRISTOPHER R. KINTNER, PH.D. - PROFESSOR
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.