2025-05-13T12:46:13+00:00 2024-06-30 990 2023-07-01 853543248 The Welch Institute WELC 7133480000 6100 Main Street MS 70 Houston TX 77005 GINA LUNA EXECUTIVE DIRECTOR AND TREASURER 2025-05-13 2023 2025-03-06 01:10:19Z X GINA LUNA THE ROBERT A WELCH FOUNDATION 555 HOUSTON TX 77019 0 false X X 2020 TX The mission of The Welch Institute ("The Institute") is to leverage and integrate the knowledge, expertise and resources of William Marsh Rice University ("Rice University") and The Robert A. Welch Foundation ("Welch Foundation") in the discipline of chemistry, and chemistry-related endeavors in the disciplines of physics, engineering, artificial intelligence and data science, in each case, to establish a world-leading advanced materials research organization. X 9 6 0 12 0 0 0 0 0 0 0 0 0 0 41183 0 0 0 26049 0 67232 0 -67232 0 14485109 0 0 0 14485109 0 X The Institute is organized and shall be operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (the "Code"), and is organized and shall be operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of Rice University and its affiliated organizations that are exempt from taxation under section 501(c)(3) of the Code, and classified as other than a private foundation under the Code. In accomplishment of such purposes, The Institute will: seek to advance the science and learning concerning, and development of, advanced materials; seek to solve fundamental challenges in the field of advanced materials; seek to accelerate the application of new knowledge concerning advanced materials to global challenges; and seek to provide educational opportunities for students and scientists to broaden their understanding of the field of chemistry generally and advanced materials in particular. false true The Institute is designed to leverage and integrate the knowledge, expertise and resources of Rice University and Welch Foundation in the discipline of chemistry and chemistry-related endeavors to establish a world-leading advanced materials research organization. 0 true false false false false false false false false false false false false false false false true false false false false false false false false false false false true false false false false false false false false false false true false false true false false false true 0 0 0 false false false false false false false false false false false false X 9 6 false false false false true true true true true false false true true true true true true true true false X Bradley W Fralic 7133484927 6100 Main Street - MS 70 Houston TX 77005 Gina Luna Executive Director, Treasurer 1.0 0.0 X X 0 0 0 Adam Kuspa Director 1.0 0.0 X 0 0 0 Albert Chao Director 1.0 0.0 X 0 0 0 Alexander Karsner Director 1.0 0.0 X 0 0 0 Amy Dittmar Director 1.0 42.0 X 0 778259 124685 Carin Barth Vice-Chair of the Board, Director 1.0 0.0 X 0 0 0 Charles Blankenship Director 1.0 0.0 X 0 0 0 James T Hackett Chair of the Board, Director 1.0 2.0 X 0 0 0 Reginald Desroches Director 1.0 40.0 X 0 1286186 369641 Kelly Fox Assistant Treasurer 1.0 48.0 X 0 711093 123928 Omar Syed Secretary 1.0 49.0 X 0 490215 51471 Veta Byrd-Perez Assistant Secretary 1.0 46.0 X 0 248498 68912 0 3514251 738637 0 false true false 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Misc prof fees 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 14485109 0 14485109 0 0 0 0 0 0 0 X 14485109 0 14485109 0 14485109 0 X 0 -14485109 X false true X false false X X X 1 William Marsh Rice University 741109620 2 true 0 0 1 0 0 true false false false false false false false false false false false false false false true true true X true true Schedule A, Part IV, Section D, Line 3 Supp. Org. Have Significant Voice In Investment Policies The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of its Board and member Rice University: (i) approval of any loans by The Institute, or the incurring of any indebtedness in excess of $750,000; (ii) approval of contracts with estimated fees in excess of $250,000, unbudgeted expenditures in excess of $100,000, or any increase in any approved annual operating or capital budget; (iii) approval of compensation paid to any trustee or director of The Institute or any related party transaction with any trustee or director of The Institute; (iv) the sale, lease, exchange or other disposition of all or substantially all of the property or assets of The Institute, or merger or consolidation of The Institute with another corporation; (v) approval of the filing of a plan or petition for reorganization, liquidation or dissolution of The Institute, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement; and (vi) approval of any conveyance of, or the granting of mortgages, trusts, or security interests in any real or tangible assets of The Institute. Notwithstanding anything herein to the contrary, Welch Foundation, in its capacity as a Member, shall not be permitted to vote on or consent to any of the matters. Schedule A, Part IV, Section E, Line 2a Org. Activities Directly Further The Exempt Purposes The Institute was formed during fiscal year 2021 as a strategic partnership between Rice University and Welch Foundation to focus on world-leading advanced materials research. The Institute is organized and operated as a charitable organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and is operated exclusively for the benefit of, to perform the function of, or to carry out the purposes of Rice University. Welch Foundation has made a conditional gift, payable over ten years, to support the operations of The Institute. The mission of The Institute is to leverage and integrate the knowledge, expertise and resources of Rice University and Welch Foundation in the discipline of chemistry and chemistry-related endeavors to establish a world-leading advanced materials research organization. Rice University is already known for its material science research, and is already in the process of building a critical mass of faculty and infrastructure in emerging areas such as machine learning, quantum materials and future device technologies. The Welch Foundation's underwriting to The Institute will empower Rice researchers to accelerate discovery, design and manufacture of new materials for the benefit of all. Schedule A, Part IV, Section E, Line 2b Activities That One Or More Supp. Org. Engaged In SEE SCHEDULE A, PART IV, SECTION E, LINE 2A false true false false false false false true false Reginald Desroches Director 0 933686 0 300000 0 52500 0 106490 0 263151 0 1655827 0 0 Amy Dittmar Director 0 698259 0 50000 0 30000 0 99823 0 24862 0 902944 0 0 Kelly Fox Assistant Treasurer 0 578593 0 80000 0 52500 0 82323 0 41605 0 835021 0 0 Omar Syed Secretary 0 440515 0 30000 0 19700 0 49090 0 2381 0 541686 0 0 Veta Byrd-Perez Assistant Secretary 0 211498 0 7000 0 30000 0 28939 0 39973 0 317410 0 0 Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan THE FOLLOWING OFFICER(S), DIRECTOR(S), TRUSTEE(S), KEY EMPLOYEE(S) AND/OR HIGHEST COMPENSATED EMPLOYEES PARTICIPATED IN OR RECEIVED PAYMENT FROM A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN IN CALENDAR YEAR 2023, SUBJECT TO SATISFYING VESTING CONDITIONS RELATED TO CONTINUING SERVICE TO THE UNIVERSITY. AWARD AMOUNTS THAT MAY OR MAY NOT HAVE VESTED ARE SHOWN BELOW. AMOUNTS THAT BECAME TAXABLE DURING THE YEAR DUE TO VESTING OR DISTRIBUTION ARE INCLUDED IN PART II, COLUMN B (III). ACCRUALS FOR AWARDS THAT HAVE NOT VESTED ARE INCLUDED IN THE AMOUNTS SHOWN IN PART II, COLUMN C. REGINALD DESROCHES: $200,000 CURRENT YEAR AWARD; $65,000 ACCRUAL FOR AWARDS NOT YET VESTED. AMY DITTMAR: $100,000 CURRENT YEAR AWARD; $58,333 ACCRUAL FOR AWARDS NOT YET VESTED. OMAR SYED: $30,000 CURRENT YEAR AWARD; $17,500 ACCRUAL FOR AWARDS NOT YET VESTED. Schedule J, Part I, Line 7 Non-fixed payments CONTRACTS OF CERTAIN INDIVIDUALS INCLUDE PROVISIONS THAT ALLOW THEM TO RECEIVE ADDITIONAL COMPENSATION IF SPECIFIC CRITERIA OR CIRCUMSTANCES ARE MET OR PERFORMANCE THRESHOLDS ARE ACHIEVED. PAYMENTS WERE MADE UNDER SUCH CONTRACTS IN CALENDAR YEAR 2023 TO REGINALD DESROCHES. ADDITIONALLY, AS NOTED IN PART II OF SCHEDULE J, DISCRETIONARY BONUSES WERE PROVIDED TO OTHERS BASED ON MANAGEMENT'S ASSESSMENT OF THEIR PERFORMANCE. CASH INTERFUND 2023-11-30 14485109 BOOK VALUE 741109620 WILLIAM MARSH RICE UNIVERSITY 6100 Main Street HOUSTON TX 77005 Section 501(c)(3) false false false false true true true true false Form 990, Part III, Line 3 Significant changes in program services The entity was terminated during fiscal year 2024 Form 990, Part VI, Line 6 Classes of members or stockholders The Institute has one class of members consisting of Rice University and Welch Foundation. The Members shall exercise such rights and perform such duties as may be provided by law, the Certificate of Formation, or these Bylaws of The Institute. Any action to be taken by a Member of The Institute may be taken by the President of such Member, or any other person authorized by action of the Member's board of trustees or directors, or other governing body of the Member, evidenced by a resolution of the Member's board of trustees or directors, or other governing body, provided a copy of such resolution is delivered to The Institute prior to the action being taken. The Institute shall be entitled to rely upon any such certification. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body The property, business, and affairs of The Institute shall be managed and controlled by its Board of Directors (the "Board"). The Board shall consist initially of the six (6) directors named in the Certificate of Formation as originally filed with the Secretary of State of Texas, plus three (3) additional Board seats to be filled by Independent Directors. Of the nine (9) Directors, three (3) Directors shall be appointed by Welch Foundation (the "Welch Directors"), which shall include at least one (1) Welch Foundation Board member and two (2) additional individuals designated by Welch Foundation. Of the nine (9) Directors, three (3) Directors shall be appointed by Rice University (the "Rice Directors"). The initial Welch Directors and Rice Directors are set forth in the Certificate of Formation. The remaining three (3) Directors (each an "Independent Director") shall be appointed by an Independent Nominating Committee and approved by the six (6) other Directors appointed by Rice University and Welch Foundation. In addition, the President/Executive Director shall serve as an ex officio non-voting member of the Board. Current board members of Welch Foundation and Rice University and current members of Welch Foundation's and The Institute's Scientific Advisory Board are not eligible to serve as Independent Directors. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders Pursuant to The Institute's Bylaws Articles III Section 2, a. The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of the Board and each Member: (i) approval of the capital budget and operating budget of The Institute, and any amendments thereto; (ii) approval of the creation of any corporation or other entity of which The Institute is the sole member or controlling member, or of the affiliation of The Institute with any other entities for the purposes of the joint conduct of business or other purposes, whether in the form of participation in said organization or entity through the holding of stock or by membership or in the form of partnership, joint venture, co-tenancy or any other form of ownership or control; and (iii) any amendment or modification to these Bylaws or the Certificate of Formation, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement. b. The Institute (and any officers or agents acting on its behalf) shall not take any of the following actions without having first received the prior approval of the Board and Rice University: (i) approval of any loans by The Institute, or the incurring of any indebtedness in excess of $750,000; (ii) approval of contracts with estimated fees in excess of $250,000, unbudgeted expenditures in excess of $100,000, or any increase in any approved annual operating or capital budget; (iii) approval of compensation paid to any trustee or director of The Institute or any related party transaction with any trustee or director of The Institute; (iv) the sale, lease, exchange or other disposition of all or substantially all of the property or assets of The Institute, or merger or consolidation of The Institute with another corporation; (v) approval of the filing of a plan or petition for reorganization, liquidation or dissolution of The Institute, except in connection with a Welch Election (as defined in the Operating Agreement) in accordance with the Operating Agreement; and (vi) approval of any conveyance of, or the granting of mortgages, trusts, or security interests in any real or tangible assets of The Institute. Notwithstanding anything herein to the contrary, Welch Foundation, in its capacity as a Member, shall not be permitted to vote on or consent to any of the matters set forth in Section 2(b) of this Article III. Form 990, Part VI, Line 11b Review of form 990 by governing body The Form 990 is prepared by the staff in the Controller's Office of Rice University (EIN 74-1109620). It is reviewed by The Controller of Rice University and the officer of the Institute, before filing to the IRS. Form 990, Part VI, Line 12c Conflict of interest policy The Institute adopts and follows its own conflict of interest policy. The Directors, Corporate Officers and committee members of The Institute shall exercise the utmost good faith in all transactions touching upon their duties to The Institute. Employees of Rice University performing services for The Institute shall also comply with related conflict of interest policies of the University. Although it is recognized that a degree of duality of interest may exist from time to time, such duality shall not be permitted to influence adversely the decision-making process of the Institute. To this end, persons subject to this policy shall promptly report the possible existence of a conflict of interest for themselves or their immediate family members. Annually, the Rice University Office of General Counsel shall send to the Directors, Corporate Officers and committee members of The Institute a copy of this resolution on conflict of interest, together with an explanation and a questionnaire to be completed and returned. An appropriate report shall be submitted by the Rice University Office of General Counsel to the Board of Directors of The Institute concerning any interests so disclosed. Form 990, Part VI, Line 15a Process to establish compensation of top management official Directors of The Institute shall not receive any salary or compensation for their services as Directors; provided, however, that nothing contained herein shall be construed as precluding any Director from receiving compensation in a reasonable amount for personal services rendered (other than services rendered as a Director) that are reasonable and necessary in carrying out The Institute's purposes as the Board may from time to time determine. A Director may be entitled to reimbursement for reasonable expenses incurred in carrying out such person's duties as a Director. Officers, other than those appointed by Rice University, shall be entitled to receive salary or compensation in a reasonable amount for such personal services rendered that are necessary and reasonable in carrying out The Institute's purposes as the Board may from time to time determine; provided, however, that in no event shall such salary or compensation be excessive. Form 990, Part VI, Line 15b Process to establish compensation of other employees SEE PART VI, LINE 15A Form 990, Part VI, Line 19 Required documents available to the public FORM 990 AND CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. THE INSTITUTE DOES NOT PRODUCE SEPARATE AUDITED FINANCIAL STATEMENTS. THE CONSOLIDATED FINANCIAL STATEMENTS OF RICE UNIVERSITY (EIN 74-1109620), WHICH INCLUDES THE ACTIVITIES OF THE INSTITUTE, ARE AVAILABLE ON RICE'S WEBSITE. THE ARTICLES OF INCORPORATION ARE FILED WITH THE STATE OF TEXAS AND ARE PUBLICLY AVAILABLE. Form 990, Part XI, Line 9 Other changes in net assets or fund balances LIQUIDATION DISTRIBUTION - -14485109; William Marsh Rice University 6100 Main St Houston TX 77005 741109620 Research and Education TX 501(c)(3) 2 N/A false false false false false false false false false false false false false false true true false false false false