2024-08-14T10:48:13-05:00 2023-09-30 PwC US Tax LLP 655 NEW YORK AVENUE NW SUITE 1100 WASHINGTON DC 20001 990 2022-10-01 521042433 MUNICIPAL SECURITIES RULEMAKING BOARD % BONNIE MOYNIHAN MUNI 2028381500 1300 I Street NW STE 1000 Washington DC 20005 MARK T KIM CEO 2673303000 2024-08-13 true TRAVIS L PATTON P00369623 2024141000 2024-08-13 2022 2024-08-08 14:25:15Z Mark T Kim SAME AS C ABOVE Washington DC 20005 48594053 false X www.MSRB.org X 1975 VA THE MSRB PROTECTS INVESTORS, STATE AND LOCAL GOVERNMENTS AND OTHER MUNICIPAL ENTITIES, AND THE PUBLIC INTEREST BY PROMOTING A FAIR & EFFICIENT MUNICIPAL SECURITIES MARKET. 15 15 148 0 0 0 28176139 44979616 3549975 2821822 668714 788355 651 4260 32395479 48594053 0 0 0 0 23491560 25413895 0 0 0 18067390 21466092 41558950 46879987 -9163471 1714066 68082981 76222195 11570964 17515794 56512017 58706401 X SEE SCHEDULE O false false MARKET REGULATION: SEE SCHEDULE O MARKET TRANSPARENCY: SEE SCHEDULE O PUBLIC TRUST: SEE SCHEDULE O false false false true false false false false false true false false true true true true false false false false false false false false false false false false true false false false false false false false false false false false false false false true 100 0 true 148 true false false false false false false false false X 15 15 false false false false false false true true true false false true true true true true true true false false DC X X BONNIE MOYNIHAN 2028381500 1300 I STREET NW SUITE 1000 Washington DC 20005 MARK T KIM PRESIDENT & CEO 40.0 0.0 X 667361 0 59155 NANETTE D LAWSON CHIEF OPERATING OFFICER 40.0 0.0 X 519862 0 66964 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 40.0 0.0 X 507395 0 63589 E ADAM CUSSON CHIEF TECHNOLOGY OFFICER 40.0 0.0 X 452591 0 26957 GAIL MARSHALL CHIEF REGULATORY OFFICER 40.0 0.0 X 401314 0 52256 JACOB LESSER GENERAL COUNSEL 40.0 0.0 X 422381 0 28824 BRIAN ANTHONY CHIEF DATA OFFICER 40.0 0.0 X 332900 0 56190 JOHN TOYE DEPUTY CHIEF TECHNOLOGY OFFCR 40.0 0.0 X 294022 0 61476 SALLY KLEMPERER SR. ASSOCIATE GENERAL COUNSEL 40.0 0.0 X 297315 0 51593 TANGIE DAVIS DEPUTY CHIEF TECHNOLOGY OFFICR 40.0 0.0 X 304326 0 42982 SIMON WU CHIEF ECONOMIST 40.0 0.0 X 307317 0 35573 JILL FURICK CHIEF PEOPLE OFFICER 40.0 0.0 X 301283 0 36021 SALIHA OLGUN INTERIM CHIEF REGULATORY OFFCR 40.0 0.0 X 280252 0 55823 OMER S AHMED Chief Financial Officer 40.0 0.0 X 270308 0 59367 LEAH SZAREK CHIEF OF EXTERNAL RELATIONS 40.0 0.0 X 282914 0 41708 DAVID HODAPP DIRECTOR, MARKET REGULATION 40.0 0.0 X 247369 0 56746 RONALD W SMITH CORPORATE SECRETARY 40.0 0.0 X 251014 0 36232 SARA MAJROH FORMER ASST. CORPORATE SEC. 0.0 0.0 X 178070 0 27798 JESSICA FAUCETTE FORMER ASST. CORPORATE SEC. 0.0 0.0 X 116506 0 19039 MEREDITH L HATHORN DIRECTOR, BOARD CHAIR 8.0 0.0 X X 93750 0 0 CAROL KOSTIK DIRECTOR, BOARD VICE CHAIR 6.0 0.0 X X 78750 0 0 PATRICK BRETT DIRECTOR, Former Board Chair 0.0 0.0 X 78750 0 0 FRANCIS E FAIRMAN IV DIRECTOR 6.0 0.0 X 72500 0 0 JENNIE HUANG BENNETT DIRECTOR 6.0 0.0 X 67500 0 0 THALIA MEEHAN DIRECTOR 6.0 0.0 X 67500 0 0 ANGELIA SCHMIDT DIRECTOR 6.0 0.0 X 67500 0 0 WARREN DANIELS DIRECTOR 6.0 0.0 X 65000 0 0 KATANO KASAINE DIRECTOR 6.0 0.0 X 65000 0 0 DANIEL KILEY DIRECTOR 6.0 0.0 X 65000 0 0 DONNA M SIMONETTI DIRECTOR 6.0 0.0 X 65000 0 0 ELIZABETH SWEENEY DIRECTOR 6.0 0.0 X 65000 0 0 JOSEPH P DARCY FORMER DIRECTOR 0.0 0.0 X 56250 0 0 CAROLINE CRUISE Former DIRECTOR 0.0 0.0 X 48750 0 0 SEEMA MOHANTY FORMER DIRECTOR 0.0 0.0 X 48750 0 0 DAVID F BELTON DIRECTOR 6.0 0.0 X 16250 0 0 NATASHA A HOLIDAY DIRECTOR 6.0 0.0 X 16250 0 0 JILL JAWORSKI DIRECTOR 6.0 0.0 X 16250 0 0 HORATIO L PORTER DIRECTOR 6.0 0.0 X 16250 0 0 6893250 0 878293 78 true true false AMAZON WEB SERVICES INC 410 TERRY AVENUE NORTH SEATTLE WA 98109 CLOUD SRVC PROVIDER 2998415 CC PACE SYSTEMS INC 4100 MONUMENT CORNER DRIVE SUITE 4 FAIRFAX VA 22030 SOFTWARE DEVELOPMENT 1664931 ACCENTURE FEDERAL SERVICES 800 CONNECTICUT AVE NW SUITE 600 WASHINGTON DC 20006 SOFTWARE DEVELOPMENT 2719919 HITACHI VANTARA LLC 2535 AUGUSTINE DRIVE SANTA CLARA CA 95054 SOFTWARE DEVELOPMENT 1776930 ARSHIL LLC 41940 PADDOCK GATE PL ASHBURN VA 20148 SOFTWARE DEVELOPMENT 1490862 11 44979616 44979616 DATA SUBSCRIPTIONS 900099 2386428 2386428 RULE VIOLATION FINE REVENUE 900099 153694 153694 PROFESSIONAL QUALIFICATION EXAM FEES 900099 281700 281700 2821822 788355 788355 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 OTHER INCOME 900099 4260 4260 4260 48594053 3614437 0 0 0 0 0 0 6348723 0 0 15368545 1125231 1264122 1307274 0 251273 318300 240000 0 0 4207891 0 441807 6141240 0 2325427 388305 0 276799 327 0 4289414 365396 DATA & INFORMATION SERVICES 1270539 DUES, REGISTRATIONS, TRAIN. 165097 PROPERTY AND OTHER TAXES 532900 SUBSCRIPTIONS & PUBLICATIONS 133921 117456 46879987 0 0 0 1728944 893788 2145830 2600268 0 0 4239097 6946227 0 0 0 0 0 0 0 0 1773604 2063241 57593086 40459391 14984637 17133695 43210869 39476522 0 0 0 0 0 0 0 7108454 68082981 76222195 5952183 5224606 0 0 290847 359508 0 0 0 0 0 0 0 0 0 0 5327934 11931680 11570964 17515794 X 56512017 58706401 0 0 56512017 58706401 68082981 76222195 1714066 492866 -12548 X false true X true false false false false 44979616 250839 0 250839 0 250839 4397760 2269682 2128078 1777866 1489283 288583 51417460 36700426 14717034 17133695 OPERATING LEASE ROU ASSET 7108454 7108454 0 LEASE OBLIGATION 2151 OPERATING LEASE LIABILITY 11929529 11931680 X 49074371 492866 492866 48581505 12548 12548 48594053 46879987 46879987 46879987 FORM 990, SCHEDULE D, PART X, LINE 2 - FIN 48 (ASC 740) FOOTNOTE THE MSRB ADDRESSES UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES, WHICH PROVIDES GUIDANCE FOR HOW UNCERTAIN TAX POSITIONS SHOULD BE RECOGNIZED, MEASURED, PRESENTED AND DISCLOSED IN FINANCIAL STATEMENTS. DURING THE YEARS FROM 2020 TO 2023, WHICH REPRESENT THE YEARS MANAGEMENT CONSIDERS TO BE OPEN FOR EXAMINATION BY TAXING AUTHORITIES, MANAGEMENT DID NOT IDENTIFY THE EXISTENCE OF ANY UNCERTAIN TAX POSITION. X true true X X X X X false false false MARK T KIM PRESIDENT & CEO 595361 0 72000 0 0 0 23016 0 36139 0 726516 0 0 0 NANETTE D LAWSON CHIEF OPERATING OFFICER 462862 0 57000 0 0 0 27450 0 39514 0 586826 0 0 0 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 439895 0 67500 0 0 0 27450 0 36139 0 570984 0 0 0 E ADAM CUSSON CHIEF TECHNOLOGY OFFICER 404591 0 48000 0 0 0 21854 0 5103 0 479548 0 0 0 GAIL MARSHALL CHIEF REGULATORY OFFICER 371314 0 30000 0 0 0 27450 0 24806 0 453570 0 0 0 JACOB LESSER GENERAL COUNSEL 377381 0 45000 0 0 0 21714 0 7110 0 451205 0 0 0 BRIAN ANTHONY CHIEF DATA OFFICER 296900 0 36000 0 0 0 22847 0 33343 0 389090 0 0 0 JOHN TOYE DEPUTY CHIEF TECHNOLOGY OFFCR 262122 0 31900 0 0 0 27057 0 34419 0 355498 0 0 0 SALLY KLEMPERER SR. ASSOCIATE GENERAL COUNSEL 271015 0 26300 0 0 0 26906 0 24687 0 348908 0 0 0 TANGIE DAVIS DEPUTY CHIEF TECHNOLOGY OFFICR 272126 0 32200 0 0 0 27436 0 15546 0 347308 0 0 0 SIMON WU CHIEF ECONOMIST 279717 0 27600 0 0 0 23702 0 11871 0 342890 0 0 0 JILL FURICK CHIEF PEOPLE OFFICER 262433 0 38850 0 0 0 23517 0 12504 0 337304 0 0 0 SALIHA OLGUN INTERIM CHIEF REGULATORY OFFCR 247752 0 32500 0 0 0 23088 0 32735 0 336075 0 0 0 OMER S AHMED Chief Financial Officer 245308 0 25000 0 0 0 25615 0 33752 0 329675 0 0 0 LEAH SZAREK CHIEF OF EXTERNAL RELATIONS 249914 0 33000 0 0 0 27186 0 14522 0 324622 0 0 0 DAVID HODAPP DIRECTOR, MARKET REGULATION 232669 0 14700 0 0 0 19430 0 37316 0 304115 0 0 0 RONALD W SMITH CORPORATE SECRETARY 228514 0 22500 0 0 0 23449 0 12783 0 287246 0 0 0 SARA MAJROH FORMER ASST. CORPORATE SEC. 157670 0 20400 0 0 0 15825 0 11973 0 205868 0 0 0 JESSICA FAUCETTE FORMER ASST. CORPORATE SEC. 100606 0 15900 0 0 0 8880 0 10159 0 135545 0 0 0 PATRICK BRETT DIRECTOR, Former Board Chair 78750 0 0 0 0 0 0 0 0 0 78750 0 0 0 JOSEPH P DARCY FORMER DIRECTOR 56250 0 0 0 0 0 0 0 0 0 56250 0 0 0 CAROLINE CRUISE Former DIRECTOR 48750 0 0 0 0 0 0 0 0 0 48750 0 0 0 SEEMA MOHANTY FORMER DIRECTOR 48750 0 0 0 0 0 0 0 0 0 48750 0 0 0 FORM 990, SCHEDULE J, PART I, LINE 1A - ADDITIONAL BENEFITS PROVIDED The MSRB reimburses Board Members and the Chief Executive Officer for the cost of coach class air travel for flights of 3 hours or less in total one-way trip duration. For air travel more than 3 hours in total one-way trip duration, the MSRB reimburses Board Members and the Chief Executive Officer for the use of business class when available, or if only two classes of service are offered, first class. Board Members and the Chief Executive Officer are reimbursed for the use of business class rail fares. The MSRB has determined this meets the business requirement standard for not treating the benefit as compensatory on the Form W-2 or 1099. FORM 990, PART III, LINE 1, DESCRIPTION OF ORGANIZATION'S MISSION THE MISSION OF THE MSRB IS TO PROTECT AND STRENGTHEN THE MUNICIPAL BOND MARKET, ENABLING ACCESS TO CAPITAL, ECONOMIC GROWTH, AND SOCIETAL PROGRESS IN TENS OF THOUSANDS OF COMMUNITIES ACROSS THE COUNTRY. - WE CREATE TRUST IN OUR MARKET THROUGH INFORMED REGULATION OF DEALERS AND MUNICIPAL ADVISORS THAT PROTECTS INVESTORS, ISSUERS AND THE PUBLIC INTEREST. - WE BUILD TECHNOLOGY SYSTEMS THAT POWER OUR MARKET AND PROVIDE TRANSPARENCY FOR ISSUERS, INSTITUTIONS, AND THE INVESTING PUBLIC. - WE SERVE AS THE STEWARD OF MARKET DATA THAT EMPOWERS BETTER DECISIONS AND FUELS INNOVATION FOR THE FUTURE. FORM 990, PART III, LINE 4A, PROGRAM SERVICE ACCOMPLISHMENTS THE MSRB WAS CREATED BY CONGRESS TO REGULATE SECURITIES FIRMS, BANKS AND MUNICIPAL ADVISORS THAT ENGAGE IN MUNICIPAL SECURITIES AND MUNICIPAL ADVISORY ACTIVITIES (COLLECTIVELY "REGULATED ENTITIES") WITH THE GOAL OF PROTECTING INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. IN FISCAL YEAR (FY) 2023, THE MSRB'S REGULATORY ACCOMPLISHMENTS INCLUDED: - ADVANCING A RULE PROPOSAL TO SHORTEN THE TIMEFRAME FOR TRADES TO BE REPORTED TO THE MSRB; - FACILITATING THE TRANSITION TO T+1 SETTLEMENT FOR MUNICIPAL SECURITIES TRANSACTIONS IN COORDINATION WITH THE BROADER BOND MARKET; - CREATING A NEW RULE ESTABLISHING THE CORE STANDARDS OF CONDUCT FOR SOLICITOR MUNICIPAL ADVISORS; AND - ADVANCING THE CODIFICATION OR RETIREMENT OF APPROXIMATELY 20% OF THE MSRB'S INTERPRETIVE GUIDANCE PIECES SINCE LAUNCHING THE MSRB RULEBOOK MODERNIZATION INITIATIVE IN 2021. FORM 990, PART III, LINE 4B, PROGRAM SERVICE ACCOMPLISHMENTS MARKET TRANSPARENCY: THE MSRB COLLECTS MUNICIPAL MARKET DOCUMENTS AND DATA FROM REGULATED ENTITIES, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND/OR THEIR AGENTS AND MAKES THE INFORMATION PUBLICLY AVAILABLE. THE MSRB ENSURES THAT THE MARKET OPERATES TRANSPARENTLY AND EFFICIENTLY BY MAKING THIS INFORMATION AVAILABLE TO THE PUBLIC, FREE OF CHARGE, ON ITS ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE AT EMMA.MSRB.ORG. THE MSRB IS WORKING TO TAKE ADVANTAGE OF ITS INVESTMENT IN ENTERPRISE CLOUD TECHNOLOGY WITH A VIEW TO CONSTANTLY IMPROVING THE TRANSPARENCY THAT EMMA PROVIDES. AS PART OF THIS MULTI-YEAR INITIATIVE, IN FY 2023, THE MSRB DELIVERED A NUMBER OF USER-DRIVEN ENHANCEMENTS TO THE EMMA PLATFORM TO ENHANCE THE ACCURACY AND QUALITY OF THE INFORMATION AVAILABLE ON EMMA AND TO PROVIDE ADDITIONAL MARKET TRANSPARENCY FOR MARKET PARTICIPANTS. THESE INCLUDED ADDING AN HOURLY MUNICIPAL YIELD CURVE TO EMMA AND RETIRING INDIVIDUAL USER ACCOUNTS TO GIVE ISSUERS GREATER CONTROL OF THEIR INFORMATION DISPLAYED ON EMMA. AS THE MUNICIPAL MARKET'S CENTRAL REPOSITORY FOR DATA, THE MSRB IS MODERNIZING ITS DATA PLATFORMS IN THE CLOUD AND HAS DEVELOPED AN INNOVATION SANDBOX CALLED EMMA LABS, WHICH WAS LAUNCHED IN FY 2022, WHERE MARKET STAKEHOLDERS CAN HELP REFINE PROTOTYPES OF POTENTIAL DATA TOOLS. IN FY 2023, THE MSRB INTRODUCED A NEW STRUCTURED DATA LAB WITH THE GOAL OF EDUCATING MUNICIPAL MARKET PARTICIPANTS ABOUT STRUCTURED DATA BY DEFINING KEY CONCEPTS AND TERMS, PROVIDING INFORMATIVE CASE STUDIES FROM MUNICIPAL ISSUERS AND DEMONSTRATING ONE POSSIBLE APPLICATION OF STRUCTURED DATA IN A FUTURE STATE VERSION OF EMMA. FORM 990, PART III, LINE 4C, PROGRAM SERVICE ACCOMPLISHMENTS PUBLIC TRUST: AS THE MUNICIPAL SECURITIES MARKET'S SELF REGULATORY ORGANIZATION, THE MSRB IS COMMITTED TO PRUDENT STEWARDSHIP OF THE RESOURCES IT RECEIVES FROM REGULATED ENTITIES. IN FY 2023, THE MSRB IMPLEMENTED A MORE TRANSPARENT PROCESS FOR ESTABLISHING ITS FEES. THE NEW RATE CARD MODEL ANNUALLY ADJUSTS FEE RATES TO ACCOUNT FOR PRIOR YEAR RESULTS, MITIGATING THE RISK OF EXCESS RESERVES BY AUTOMATICALLY RETURNING ANY OPERATING SURPLUS IN THE FORM OF LOWER FEES IN THE FOLLOWING YEAR AND ALLOWING THE MSRB TO MORE EFFECTIVELY AND EFFICIENTLY MANAGE RESERVES LEVELS OVER TIME. FORM 990, PART VI, SEC. A, LINE 2 - FAMILY & BUS. RELATIONSHIPS NO OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE HAS A FAMILY RELATIONSHIP OR BUSINESS RELATIONSHIP (AS SUCH TERMS ARE DEFINED FOR PURPOSES OF FORM 990) WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE. AS CONTEMPLATED BY THE CONGRESSIONALLY MANDATED STRUCTURE OF THE MSRB'S BOARD OF DIRECTORS (WHICH SERVES AS THE ORGANIZATION'S GOVERNING BODY), AND WITH THE MSRB BEING A SELF-REGULATORY ORGANIZATION UNDER THE FEDERAL SECURITIES LAWS, THE EMPLOYERS OF SOME MEMBERS OF THE BOARD OF DIRECTORS, AND SUCH MEMBERS IN THEIR CAPACITIES AS EMPLOYEES OF THEIR EMPLOYERS, FROM TIME TO TIME TRANSACT BUSINESS WITH ONE ANOTHER IN THE ORDINARY COURSE OF THEIR BUSINESS AS PARTICIPANTS IN THE MUNICIPAL MARKET ON THE SAME TERMS AS ARE GENERALLY OFFERED TO OTHERS IN THE SAME LINE OF BUSINESS. FORM 990, PART VI, SEC. A, LINE 7B - GOVERNING BODY/MANAGEMENT ALL PROPOSED RULE CHANGES ADOPTED BY THE BOARD OF DIRECTORS OF THE MSRB MUST BE APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION PRIOR TO EFFECTIVENESS, UNLESS OTHERWISE ALLOWED BY LAW. FORM 990, PART VI, SEC. B, LINE 11b - FORM 990 REVIEW PROCESS THE BOARD OF DIRECTORS OF THE MSRB HAS AN AUDIT AND RISK COMMITTEE THAT IS CHARGED WITH REVIEWING WITH MANAGEMENT THE ORGANIZATION'S COMPLETED FORM ANNUALLY PRIOR TO THE FILING OF SUCH FORM AND REPORTING ANY FINDINGS OR CONCLUSIONS TO THE BOARD OF DIRECTORS IN CONNECTION WITH THE COMMITTEE'S REVIEW OF SUCH FORM. THE AUDIT AND RISK COMMITTEE CONDUCTED ITS REVIEW ON 01/22/2024 AND THE BOARD OF DIRECTORS CONDUCTED ITS REVIEW ON 01/24/2024. FORM 990, PART VI, SEC. B, LINE 12C - CONFLICT OF INTEREST POLICY THE MSRB MAINTAINS FOR ITS BOARD OF DIRECTORS AND ITS STAFF: A CODE OF ETHICS AND BUSINESS CONDUCT POLICY; A CONFLICTS OF INTEREST POLICY; AND A WHISTLEBLOWER POLICY WITH COMPLAINT HANDLING PROCEDURES, WHICH ARE AVAILABLE ON MSRB.ORG. ALL BOARD MEMBERS AND STAFF ARE TRAINED ANNUALLY ON THESE POLICIES AND MUST SIGN VARIOUS ACKNOWLEDGMENTS. THE MSRB REQUIRES OFFICERS, DIRECTORS AND KEY EMPLOYEES TO DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS, AND SUBSEQUENTLY DISCLOSE UPDATES. IN CONNECTION WITH THE ELECTION OF NEW MEMBERS OF THE BOARD OF DIRECTORS, EACH CANDIDATE PROVIDES INFORMATION TO THE MSRB CONCERNING POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, CERTAIN ORGANIZATIONAL CONFLICTS ARE EFFECTIVELY PROHIBITED UNDER SECTION 15B(B)OF THE SECURITIES EXCHANGE ACT OF 1934 DUE TO THE STATUTORY REQUIREMENTS REGARDING QUALIFICATION FOR MEMBERSHIP ON THE BOARD OF DIRECTORS. IN PARTICULAR, PUBLIC REPRESENTATIVES MUST BE INDEPENDENT OF ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR. MSRB RULE A-3 DEFINES "INDEPENDENT" AS HAVING NO MATERIAL BUSINESS RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, INCLUDING AT A MINIMUM NOT CURRENTLY OR AT ANY TIME WITHIN THE LAST FIVE YEARS BEING ASSOCIATED WITH A MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR AND NOT HAVING A RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, WHETHER COMPENSATORY OR OTHERWISE, THAT REASONABLY COULD AFFECT THE INDEPENDENT JUDGMENT OR DECISION MAKING OF THE INDIVIDUAL. THE MSRB'S GENERAL COUNSEL REVIEWS THE DIRECTOR'S CONFLICTS OF INTEREST ACKNOWLEDGEMENT AND DISCLOSURE FORMS AND DETERMINES WHAT ACTIONS, IF ANY, NEED TO BE TAKEN, INCLUDING ASKING A BOARD MEMBER TO RECUSE HIM OR HERSELF FROM DELIBERATIONS OR VOTING ON AN ACTION. FORM 990, PART VI, SEC. B, LINE 15A - COMPENSATION REVIEW PROCESS UNDER THE MSRB WRITTEN COMPENSATION STRATEGY AND PROGRAM, THE FINANCE COMMITTEE (COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS) IS RESPONSIBLE FOR MAKING RECOMMENDATIONS AND THE BOARD OF DIRECTORS IS RESPONSIBLE FOR APPROVING THE ORGANIZATION-WIDE COMPENSATION STRATEGY. THE ANNUAL SALARY BUDGET IS APPROVED BY THE BOARD OF DIRECTORS. AT LEAST ONCE EVERY FOUR YEARS, THE COMPENSATION STRATEGY AND STRUCTURE ARE REVIEWED AND APPROVED BY THE FINANCE COMMITTEE BASED ON INFORMATION RECEIVED FROM AN EXTERNAL SALARY CONSULTANT. SUCH REVIEW WAS COMPLETED AND CHANGES WERE APPROVED BY THE BOARD EFFECTIVE APRIL 22, 2020. THE EXTERNAL SALARY CONSULTANT COMPARES THE MSRB WITH COMPARABLE PEER ORGANIZATIONS IN THE LOCAL GEOGRAPHIC MARKET AND WITHIN THE INDUSTRY AS APPROPRIATE. THE FULL BOARD APPROVES THE COMPENSATION OF THE CHIEF EXECUTIVE OFFICER, AND THE CHIEF EXECUTIVE OFFICER ESTABLISHES THE COMPENSATION OF THE KEY EMPLOYEES WITHIN THE PARAMETERS AND PHILOSOPHY OF THE APPROVED COMPENSATION STRATEGY. ADDITIONALLY, THE CHIEF EXECUTIVE OFFICER ANNUALLY PROVIDES TO THE BOARD THE SALARY, BENEFITS, AND TOTAL COMPENSATION OF THE SENIOR MANAGEMENT. FORM 990, PART VI, SECTION C, LINE 19 - GOVERNING DOCUMENTS THE ORGANIZATION'S WEBSITE (WWW.MSRB.ORG) CONTAINS THE FOLLOWING: SECURITIES EXCHANGE ACT OF 1934 SECTION 15B (STATUTE CREATING THE MSRB), ARTICLES OF INCORPORATION, BY-LAWS, GOVERNANCE-RELATED ADMINISTRATIVE RULES, BOARD COMMITTEE CHARTERS, CODE OF ETHICS AND BUSINESS CONDUCT, CONFLICTS OF INTEREST POLICY, RISK MANAGEMENT PROGRAM, WHISTLEBLOWER POLICY, AUDITED FINANCIAL STATEMENTS, ANNUAL BUDGET, MOST RECENT IRS FORM 990 AND CERTAIN FINANCIAL POLICIES.