REPORT OF INVESTIGATION

TO: The Special Committee of the NPR Board of Directors

FROM: Grace E. Speights
Margaret E. Rodgers Schmidt
Jocelyn R. Cuttino
DATE: February 19, 2018
SUBJECT: Report of Independent Investigation into Allegations of Sexual Harassment at NPR

EXECUTIVE SUMMARY

The Special Committee of the NPR Board of Directors retained Morgan Lewis to conduct an independent
investigation to determine what management knew about allegations of sexual harassment by Michael
Oreskes, the former Senior Vice President of News; when management became aware of such
allegations; and what, if anything, management did when it learned about the allegations. In the context
of this investigation, the Special Committee also requested that we review past complaints of sexual
harassment and how they were handled, and NPR’s processes and procedures for reporting,
investigating, and responding to complaints of sexual harassment in order to make recommendations for
process improvements going forward.

Morgan Lewis conducted a two-month investigation as requested by the Special Committee. The results
of the investigation are set forth in this report. In summary, there was a flag raised about questionable
conduct by Mr. Oreskes during the hiring process. Once hired, flags were raised as early as October
2015. Additional flags were raised in the spring of 2016 through October 2017. Various members of
management and legal knew about these flags at various points in time between October 2015 and
October 2017. Attempts by several members of management and legal to counsel Mr. Oreskes about his
inappropriate behavior were unsuccessful.

With respect to NPR’s processes and procedures for reporting, investigating, and responding to
complaints of sexual harassment, our investigation revealed that there are areas that can be improved.
We have set forth our recommendations later in this report.

REPORT OF INVESTIGATION

I. Background

This investigation was commissioned following reports of sexual harassment and the subsequent
termination of former Senior Vice President (SVP) of News, Michael Oreskes. The primary questions
presented in this investigation with respect to the allegations against Mr. Oreskes are (1) when did NPR
leadership first learn of the allegations and (2) what action, if any, was taken in response to the
allegations. While the circumstances leading to the retention of our firm center on Mr. Oreskes, our
investigation was not limited to Mr. Oreskes or any other individuals.

During the course of our investigation, we received a significant amount of feedback about the perception
of a culture at NPR that favors men. In almost all cases, this feedback did not relay allegations of sexual

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harassment. It is still relevant to our investigation, however, because many employees believe that this
kind of culture can foster harassment and bullying. We therefore have included observations about
culture in our review.

This report represents the independent findings of Morgan Lewis and contains our observations based on
the totality of information we collected and reviewed. Other than the scope of our assignment, NPR did
not impose any constraints on the investigation and provided its full cooperation. No representative of
NPR edited this report.

In summary, this report provides the findings of our investigation and sets forth our recommendations for
process improvements going forward. We start with an overview of our investigation and methodology,
followed by high-level themes that we observed during our investigation. We then provide a historical
timeline of events related to Mr. Oreskes and other recent sexual harassment complaints at NPR and
conclude with our recommendations.

II. Overview and Methodology

Our investigation commenced on December 12, 2017 and continued over the course of eight weeks. Our
final interview was conducted on February 9, 2018. We interviewed a total of 86 current and former NPR
employees, which consisted of 71 women and 15 men. Most interviews were of current and former staff
members who requested to be interviewed. We identified and requested to interview certain members of
management. We met with interviewees primarily on an individual basis and held one group interview.
The interview sessions took place in person and by telephone, and lasted an average of 30 minutes to
1.5 hours.

We also reviewed a number of documents over the course of our investigation, including:

• communications between NPR staff and Human Resources (HR) personnel

• communications from NPR management to staff and authorized station representatives
• transcripts of the November 3 and December 14 all-staff meetings
• transcript of the open session of the November 16 meeting of NPR’s Board of Directors
• recording of Jarl Mohn’s November 2 interview with Mary Louise Kelly on All Things Considered
• employee survey reports from 2013, 2014 and 2016
• Due Diligence Report dated March 4, 2015 regarding candidates for the SVP News position
• post-October 31 news articles regarding Mr. Oreskes and allegations of harassment at NPR
• various documents and emails provided to us by current and former NPR staff members.

III. Overall Observations and Themes

A. Observations Within Scope of Investigation

With respect to allegations of sexual harassment and other inappropriate conduct at NPR, we identified
several recurring themes based on information relayed by a number of staff members during their
interviews. One such theme is that Mr. Oreskes was widely perceived to take a disproportionate level of
interest in female staff members by frequently asking them personal questions and inviting them to talk
about their career interests. Many interviewees felt that Mr. Oreskes did not ask similar questions of male
staff members or seek males out for conversation. Interviewees also felt that Mr. Oreskes leered at
women in the newsroom, engaged in uninvited shoulder rubs, and brushed a little too closely when
passing by. Women in the newsroom were frequently cautioned to avoid being alone with Mr. Oreskes.

A second theme that we observed is that information about Mr. Oreskes was relayed to others through a
“whisper network” that largely stayed inside the newsroom. Women who worked outside of the
newsroom often reported that they had not heard any rumors about Mr. Oreskes’s proclivities. With the

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exception of very few incidents, the information and rumors relayed through the network were not
reported to HR. As a result, information that many staff members felt was widespread actually was not
known to HR or leadership. We also observed that the spread of rumors through the network resulted in
the same incidents being repeated multiple times, leading to a perception that there were multiple
complaints lodged against Mr. Oreskes when, in fact, most staff members were referring to the same
limited number of complaints.

A third theme is that attempts to curtail Mr. Oreskes’s conduct and attention to women were not
successful. While management and legal made multiple attempts to counsel Mr. Oreskes about his
conduct, he was not deterred from pursuing conversations and dinner meetings with women inside and
outside of NPR that were inappropriate and served a nonbusiness purpose.

Finally, we observed a very prominent distrust of management at NPR. Several factors contribute to the
high level of distrust. First, union negotiations last year left a very bad taste in the mouths of many staff
members. Second, staff members feel that management has not truthfully communicated information
about complaints against Mr. Oreskes, including the number of complaints that were made and when
they were made. Third, staff members feel a sense of distrust as a result of the perception that NPR
allows accused harassers to leave under the guise of retirement and permits the use of nondisclosure
agreements that keep important information under seal. Fourth, there is a perception that HR is secretive
about complaints that are made, which is often the case because of confidentiality concerns.

B. Observations Related to Culture

While not related to specific incidents of harassment, interviews with a number of staff members
conveyed their views on the environment at NPR, including their observations related to gender pay and
promotion inequity and management. Based on this feedback, we observed a widely held belief by
female staff members that there is an imbalance between men and women in promotions, opportunities,
and compensation. Women feel that they are paid less than men in equivalent positions and receive
fewer promotions and opportunities to take on additional responsibilities. Several interviewees also felt
that men with little to no experience were hired into positions for which they were not qualified. For both
men and women, there is a lack of management training that many feel results in having ineffective
managers. Many staff members believe that managers are able to take advantage of a lack of set
expectations to bully and undermine their subordinates professionally.

There is also a perception that men at NPR can gain power not only by being in high-level positions, but
also by having a significant amount of tenure and being perceived as having influence with those in high-
level positions. In other words, it is not necessary to have a high-level position to be seen as someone
who is “untouchable.”

In addition, there are widespread concerns about NPR’s reliance on temporary staff. Employees believe
that temporary staff have no job security and cannot speak up or make complaints without risking their
livelihood. Most temporary staff desire to be hired permanently at NPR and fear that making complaints
about improper conduct could hinder their chances of being hired. This concern also extended to interns.

We also observed some level of frustration with HR. Many staff members reported not knowing who their
HR contacts were. Several staff members felt that issues they reported to HR were not adequately
addressed or that they never received any follow-up. Staff also reported that they felt that HR personnel
seemed to put the interests of the company over the interests of the employees.

Staff members also reported several incidents in which they raised concerns about general workplace
conduct to supervising employees, lower-level managers and, sometimes, senior managers in the
newsroom without an adequate response. Conduct reported to us involved one physical interaction,
physical confrontations, staff members who were screamed at repeatedly, and other conduct that left

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staff members feeling uncomfortable. Staff members reported that when they complained of these types
of workplace conduct issues, they were treated as the ones with the problem or were left to manage
around the troubling behavior on their own. Staff members expressed frustration that managers are not
held accountable for responding to and addressing concerns that are raised about workplace conduct and
culture.

IV. Timeline of Allegations and Responses

A. Hiring Process in Late 2014/Early 2015

Following the departure of Margaret Low Smith in July 2014, NPR commenced a search to fill the position
of Senior Vice President of News. A hiring committee of eight people participated in the search for and
selection of a successor. Candidates were brought to the committee by recruiters and personal referrals.
After interviewing several candidates, the hiring committee members identified Mr. Oreskes as their top
selection for the position. The committee then engaged an outside search firm to prepare a due diligence
report on Mr. Oreskes.

On March 4, 2015, the search firm produced a written due diligence report detailing its research
regarding Mr. Oreskes. The search firm interviewed four referrals and eight blind references who had
worked with Mr. Oreskes. The feedback was overwhelmingly positive, with some constructive criticisms
about Mr. Oreskes’s management style. The report did not identify any issues with respect to
Mr. Oreskes’s conduct in the workplace.

Toward the end of the hiring process, a member of the hiring committee raised an incident from the past
involving Mr. Oreskes to HR. Specifically, the member told HR that a woman with whom he had a close
relationship, but who was not an NPR employee, had met Mr. Oreskes at a news conference and spoke
with him about his book. Following their meeting but while still at the conference, Mr. Oreskes reportedly
left voicemails on the woman’s phone late at night asking to discuss the book. The woman also said that
she was told Mr. Oreskes visited the hotel room of at least one other conference attendee around 11:00
p.m. under the guise of discussing his book. Mr. Oreskes did not enter anyone’s hotel room, but the
incidents made the conference attendees very uncomfortable. Jarl Mohn, CEO, was told only that
Mr. Oreskes had left voicemails on one conference attendee’s hotel room phone, but not that he had
visited anyone’s room.

Throughout the hiring process, Mr. Mohn had spoken with several employees at The New York Times
(NYT) who had worked at NYT at the same time as Mr. Oreskes, including Mr. Mohn’s sister and brother-
in-law. The NYT employees were not aware of any improper conduct and knew Mr. Oreskes to have a
reputation as a good journalist and mentor. Based on this feedback, and because the search firm did not
report any issues related to Mr. Oreskes’s workplace conduct, Mr. Mohn moved forward with the hiring
process. The hiring committee approved the hiring of Mr. Oreskes by a vote of 8-0.

B. Issues Raised in Summer and Fall of 2015

Mr. Oreskes joined NPR in March 2015. In the summer of 2015, Mr. Oreskes invited a female NPR
employee to dinner to discuss her career and future at NPR. At that dinner, Mr. Oreskes made comments
about the employee’s appearance and asked very personal questions about relationships. The employee
told Mr. Oreskes that she was not comfortable with his line of questioning and that she did not believe
the questions were necessary for a professional discussion. Mr. Oreskes apologized and stopped asking
questions for a short period, but later resumed his questioning about the employee’s personal life. The
employee again stopped Mr. Oreskes’s line of questioning. When dinner ended, both parties went home.
The employee shared the incident with an NPR colleague but did not report the incident to HR at that
time.

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Also in the summer of 2015, Mr. Oreskes visited NPR West and invited employees to reach out to him. A
junior staff member made an appointment and met with Mr. Oreskes to discuss her career path and
potential options outside of NPR. Mr. Oreskes asked the staff member to meet with him again prior to
pursuing any options outside of NPR. In the fall of 2015, the staff member requested a daytime meeting
with Mr. Oreskes, which she viewed as an exit interview based on Mr. Oreskes’s earlier comment.
Mr. Oreskes suggested that they have a drink. When the staff member met Mr. Oreskes for the drink, he
suggested that they have dinner. The dinner lasted three hours. Mr. Oreskes ordered a bottle of wine and
consumed most of it during the dinner. Only one-third of the conversation was devoted to professional
topics and the remainder was spent discussing personal biographical information. Mr. Oreskes made
several comments of a sexual nature that made the staff member feel uncomfortable. When they
departed dinner, Mr. Oreskes gave the staff member a hug, which also made her feel uncomfortable.

The following day, the junior staff member reported the incident to the same NPR colleague who received
information about the dinner that took place in the summer. That colleague encouraged both employees
to report the incidents to HR, which they did in October 2015. Because of Mr. Oreskes’s seniority at NPR,
HR referred the complaints to NPR’s in-house attorneys (Legal), including General Counsel Jon Hart.

Within approximately one week of receiving the complaints, Mr. Hart spoke with Mr. Oreskes about the
reports. This conversation was described as a “stern talking to” in which Mr. Hart told Mr. Oreskes that
sexual comments were not appropriate and warned him that it could not happen again. Mr. Oreskes
committed to Mr. Hart that it would not happen again. Mr. Hart felt that Mr. Oreskes understood his
message and that the issue was adequately addressed. Following this conversation, an HR representative
followed up with both employees to tell them that their concerns had been addressed.

During this same time frame, one of the employees reached out to NPR Reporter David Folkenflik to
report what happened at the dinner with Mr. Oreskes so that Mr. Folkenflik could look into any reports of
similar conduct. The employee told Mr. Folkenflik that she did not want her story reported at that time
and wanted to remain anonymous.

C. Conduct in Spring and Summer of 2016

In the spring of 2016, it was brought to HR’s and Legal’s attention that Mr. Oreskes submitted numerous
dinner expenses for reimbursement, including one dinner with a female NPR employee. There were no
further allegations of improper sexual comments or conduct raised at that time. Mr. Hart spoke with
Debbie Cowan, CFO, and asked her to review Mr. Oreskes’s expenses. Between spring and early summer
2016, Ms. Cowan reviewed Mr. Oreskes’s expenses and saw that many of the dinners that he submitted
for reimbursement were dinners with women (Mr. Oreskes provided the names of dinner guests when he
submitted expenses for reimbursement). HR and Legal also learned that throughout the same time
frame, Mr. Oreskes had several email exchanges with young women and college students outside of NPR
in which he attempted to arrange meetups to provide career advice or discuss other topics that seemed
personal in nature.

Between July and August 2016, Mr. Hart, Ms. Cowan, and Loren Mayor, COO, met to discuss
Mr. Oreskes’s expense issues and decided to raise the issue with Mr. Mohn. They told Mr. Mohn that
Mr. Oreskes had expensed various meals for which there did not appear to be business justification.
Management agreed that Mr. Hart and Ms. Cowan would have a conversation with Mr. Oreskes. As an
aside during the discussions with management, Mr. Hart informed Ms. Cowan, Ms. Mayor, and Mr. Mohn
of the 2015 complaints, but he only described them as Mr. Oreskes “overshared” at dinner and held a
hug with an employee for too long. Mr. Hart let the group know that he had spoken with Mr. Oreskes and
warned him that there would be consequences if the conduct happened again. Mr. Hart also noted that
the two NPR employees who reported the conduct that occurred during their dinners with Mr. Oreskes
had been notified that their complaints had been addressed and that they were satisfied with the
handling of their complaints. Mr. Mohn was not told that many of the nonbusiness-related dinners that

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Mr. Oreskes expensed were dinners with women, nor was he told about emails between Mr. Oreskes and
young women or college students.

In August 2016, Mr. Hart and Ms. Cowan met with Mr. Oreskes to discuss his expenses. They explained
to Mr. Oreskes that he would have to go through his prior expenses and provide business justification for
his dinners. They also cautioned him to make sure that he had proper justification for all dinners going
forward. Mr. Oreskes’s email exchanges with women outside of NPR were not discussed during the
meeting.

D. Reports Surface in Fall of 2016

Discussions regarding Mr. Oreskes were reported to have occurred between September and October
2016. First, the NPR colleague who was initially told about the 2015 dinners received a report that
Mr. Oreskes had invited a woman who did not work for NPR to dinner and pressured her to drink. The
NPR employee asked the person reporting this information to have the woman get in touch with her. The
woman never reached out to the NPR employee. Nevertheless, the NPR employee reported this incident
to Mr. Hart, who told the employee that Mr. Oreskes had been counseled about his conduct in 2015.
Mr. Hart confirmed with the NPR employee that she had not heard any new allegations involving
Mr. Oreskes and NPR employees since 2015.

Second, rumors about Mr. Oreskes’s conduct circulated in the fall of 2016 and continued through the fall
fly-in, including rumors that NPR had not taken action in response to complaints about Mr. Oreskes. Legal
probed the rumors and found that the rumors about Mr. Oreskes’s conduct at NPR all came back to the
October 2015 complaints, which Legal felt had been addressed.

After the fly-in, Mr. Hart spoke to Mr. Mohn about the rumors circulating inside NPR regarding
Mr. Oreskes’s conduct. Mr. Hart confirmed that the rumors all came back to the 2015 complaints, which
had been addressed. Mr. Mohn asked that the team follow up with the original complainants to make
sure they were fine and did not have any additional complaints. Legal spoke with the employees who
made the 2015 reports and confirmed that they had no other interactions with Mr. Oreskes following their
complaints.

In October 2016, Mr. Hart met with Mr. Oreskes and explained that the issues from 2015 had reemerged.
Mr. Hart noted that the fact that people were talking meant that Mr. Oreskes needed to be hypervigilant.
Mr. Hart asked if there were any other issues that he needed to know about, and Mr. Oreskes stated that
there were not.

Shortly thereafter, Legal received a call from a woman who stated that Mr. Oreskes kissed her without
her consent while he was Bureau Chief at NYT in the 1990s. The woman stated that she called because
she heard there was a sexual harassment investigation at NPR.

E. Expense and Email Issues in Spring and Summer of 2017

In April 2017, Legal was told that Mr. Oreskes attempted to expense a lunch meeting with a woman that
did not appear business related. Legal was also told that Mr. Oreskes continued to exchange emails of a
personal nature and suggest meetups with young, college-aged women outside of NPR who sought
career advice. Mr. Hart, Ms. Cowan, and Ms. Mayor reviewed Mr. Oreskes’s expenses and found that
multiple expenses did not appear to have a business purpose.

In May 2017, Mr. Hart met with Mr. Oreskes to discuss the issue of his expenses and conduct. Mr. Hart
provided Mr. Oreskes with a spreadsheet detailing questionable expenses and asked him to provide a

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business justification for each expense. Mr. Oreskes agreed to do so. 1 Mr. Hart also told Mr. Oreskes
about the call from the woman at NYT and told him that it was not appropriate to take women seeking
career advice out for meals.

In the summer of 2017, Ms. Mayor and Mr. Hart were told that Mr. Oreskes continued to have personal
email exchanges with women outside of NPR, including young college-aged women.

In September 2017, Ms. Mayor, Mr. Hart, and Ms. Cowan met with Mr. Mohn to review Mr. Oreskes’s
expenses and to inform Mr. Mohn of Mr. Oreskes’s communications with women outside of NPR.
Mr. Mohn had not been advised prior to that meeting that Mr. Oreskes was communicating with college-
aged women outside of NPR. Following the meeting, Mr. Mohn met with Mr. Oreskes to discuss these
issues. Mr. Mohn warned Mr. Oreskes about the appearance of impropriety. He also discussed the call
from the woman at NYT and asked Mr. Oreskes if anything similar had happened at NPR. Mr. Oreskes
stated that it had not. Several days after the meeting, Mr. Oreskes sent an additional personal email to a
young, college-aged woman outside of NPR.

F. Mr. Oreskes’s Suspension and Termination in Fall of 2017

In early October 2017, Mr. Hart, Ms. Mayor, and Mr. Mohn had additional discussions about Mr. Oreskes’s
behavior and how to move forward. They decided not to terminate Mr. Oreskes at that time because
there were only two reported incidents of conduct involving NPR employees and both had been
addressed two years prior. Instead, they decided that Mr. Mohn would have an additional counseling
session with Mr. Oreskes.

On or around October 11, Mr. Mohn met with Mr. Oreskes and counseled him on appropriate conduct
with women both inside and outside of NPR. Around the same time, the woman from NYT reached out
again to Legal and sent an email to Mr. Oreskes asking for an apology. A reporter from The Washington
Post also reached out to several NPR employees asking for a comment about the allegations concerning
the woman at NYT. On or around October 13, Mr. Hart asked Mr. Oreskes if there were any other
incidents in addition to the ones that occurred in 2015 that he needed to be aware of. Mr. Oreskes stated
that there were not. A couple of days later, Legal received an email from a woman who stated that
Mr. Oreskes kissed her without consent while he was at NYT.

On or around October 18, Mr. Mohn and Mr. Hart informed the Chair of NPR’s Board of Directors (the
Board) about the allegations against Mr. Oreskes. Mr. Mohn, Mr. Hart, and Ms. Mayor also discussed
sending a note to the staff asking people to bring forward any complaints of harassment. Mr. Mohn sent
this communication on October 20. On or around October 25, an employee reported to HR that she was
groped in late spring of 2017 by an unnamed manager. She returned to HR several days later to report
that the manager was Mr. Oreskes. The report was not relayed to management until one to two weeks
later.

On October 31, Mr. Mohn convened a morning meeting with the Board to discuss the circumstances
surrounding Mr. Oreskes. There was no decision to suspend or terminate Mr. Oreskes at that time. That
afternoon, The Washington Post reported the allegations regarding Mr. Oreskes’s conduct at NYT, and
Mr. Mohn placed Mr. Oreskes on suspension. Once the story broke, one of the employees who
complained about Mr. Oreskes in October 2015 went on record with Mr. Folkenflik to discuss her
experience.

Shortly after 5 p.m. on October 31, another NPR employee reported that Mr. Oreskes made an
inappropriate comment during a conversation in 2016 about the employee’s career. Mr. Oreskes told the
employee that he wanted to hear more about her career and invited her to his beach cottage to continue

1
Mr. Oreskes later reimbursed NPR for nonbusiness-related expenses.
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the conversation over wine. The employee declined the invitation. On November 1, after learning this
information, Mr. Mohn asked Mr. Oreskes for his resignation.

G. Complaints Received Post-October 2017

After November 1, staff members reported incidents of inappropriate conduct involving individuals other
than Mr. Oreskes. Several staff members reported having interactions with David Sweeney, the former
Chief News Editor, that they felt were inappropriate. In one instance, an employee reported that
Mr. Sweeney invited her to drinks after she asked for career advice. The employee stated that after-work
drinks were not an unusual setting for professional conversations at NPR. However, Mr. Sweeney
reportedly made explicit sexual comments to the employee during this meeting and invited her back to
his apartment. When leaving their meeting, the employee stated that Mr. Sweeney continued to try to
steer her back to his apartment, and then attempted to kiss her. The employee stated that she felt
powerless in this situation because she was in the early stages of her career.

Another employee reported that Mr. Sweeney stared at her in a way that made her feel uncomfortable.
The employee also stated that Mr. Sweeney repeatedly asked questions about her personal life, such that
every trip to his office felt like he was attempting to have a date. The employee also reported that
Mr. Sweeney frequently invited her out for drinks and at one point invited her on a trip to Europe to meet
his family. The employee declined these invitations. When Mr. Sweeney returned from his trip to Europe,
he brought back an expensive gift for the employee and made an off-color joke when he gave it to her.
The employee stated that she attempted to pay Mr. Sweeney for the gift, but he told her she could not
afford it. The employee said that when she started to ignore his advances, she was removed from her
position.

In separate instances, employees reported that Mr. Sweeney was overattentive in a way that made them
feel uncomfortable, and that he attempted to kiss an employee while they were driving together on
assignment. Mr. Sweeney left NPR on November 28.

Complaints were also raised that former Investigative Correspondent Danny Zwerdling made
inappropriate comments at times during his employment with NPR, such as discussing his dating
experiences and comparing an interview to phone sex. There were also reports that Mr. Zwerdling
attempted to kiss and hug women without invitations to do so. Mr. Zwerdling left NPR on February 6,
2018.

Employees reported feeling a lot of frustration surrounding Mr. Sweeney’s and Mr. Zwerdling’s departures
from NPR. Specifically, employees felt that there was a lack of transparency both with respect to the
allegations made against Mr. Sweeney and Mr. Zwerdling and the reasons they left NPR. Some
employees reported feeling that they did not receive any follow-up from HR after reporting these
incidents, and only heard of a resolution when Mr. Sweeney’s and Mr. Zwerdling’s departures were
announced.

Finally, several employees raised concerns about conversations with a senior editor at NPR, during which
they felt that the editor frequently discussed his personal life and marital issues in great detail, which
they felt was not appropriate. At times, these personal conversations were reported to last up to two
hours. HR reviewed the complaints and determined that although the conversations were not appropriate
for the workplace, they did not rise to the level of a terminable offense. Thus, the editor received
discipline and training, but he was not terminated.

V. Recommendations

Based on what we learned during our investigation, we believe that there is room for improvement in
NPR’s complaint reporting and investigation process. We also have identified areas for process

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improvements that are not specifically related to harassment issues but are responsive to the feedback
we received during our investigation.

As an initial matter, we note that since November 1, NPR has already taken a number of steps to
strengthen its processes. NPR has clarified its complaint process and posted an overview of the process
on its internal site, and it has identified alternative avenues for making complaints, including its
whistleblower hotline. In addition to continuing these process improvements, we recommend that NPR
consider the following steps.

In the hiring process, we recommend that NPR conduct background checks and inquire about prior sexual
harassment issues to the extent possible after obtaining a release from the candidate that permits NPR to
do so. We recognize that such issues may not be disclosed for confidentiality reasons, but the attempt
should still be made. One potential way of inquiring about such issues is to conduct blind reference
checks, which an outside search firm can conduct.

With respect to training, we think that NPR must conduct companywide sexual harassment training, and
we recommend that such training take place in person. In-person training can be more effective as there
are fewer distractions and more employee engagement in the training.

In order to regain trust with employees, we recommend that NPR retain an outside firm to conduct
investigations into sexual harassment complaints for some period going forward. This would help to insert
a level of objectivity into the process that many perceive is not present. If investigations are transitioned
back to HR, HR personnel should be trained on best practices for conducting investigations. When
investigations are closed, there needs to be clear communication with complainants regarding the
findings of the investigation and resolution, recognizing that confidentiality concerns may prohibit
disclosure of personnel actions. Complaining parties should be told whether their complaints were
substantiated or unsubstantiated, and if substantiated, they should be told that the company will take
corrective action. Following the close of an investigation, HR should continue to follow up with
complainants to ensure that they have not experienced further issues or any type of retaliation.

We also suggest that NPR consider creating a sexual harassment response committee made up of HR
personnel, representatives from Legal, and staff members. The committee can serve as an alternative
avenue for making complaints. In addition, NPR might consider a process where an outside firm or HR
conducts the investigation and then presents the findings and conclusion to the committee to decide on a
resolution.

Further, we believe that some level of corporate governance—whether the Board, Special Committee, or
Audit Committee—should receive a periodic or quarterly report that states (1) how many complaints were
made, (2) how many individuals were the subject of complaints, (3) the average time for an investigation
from open to close, and (4) the number of complaints that were substantiated. This information can be
used to determine whether further training and process changes are needed.

With respect to our observations related to the overall culture at NPR, we suggest that NPR conduct a
gender equity study of compensation and promotions. Additional forms of training should also be
considered, including management skills training and civility training, preferably in person. NPR should
also consider implementing an anti-bullying policy and related procedures for making complaints under
that policy.

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