2023-05-11T09:31:46-05:00 2022-06-30 366055558 GRANT THORNTON LLP 1000 WILSON BOULEVARD SUITE 1500 ARLINGTON VA 22209 990 2021-07-01 521836384 NATIONAL STUDENT CLEARINGHOUSE NATI 7037424200 2300 DULLES STATION BLVD 220 HERNDON VA 201716350 MICHAEL KETCHAM CFO 7037424200 2023-05-10 1 MICHAEL KETCHAM XXX-XX-XXXX MARY TORRETTA P00847851 7038477500 3 AAL1 IAL1 2021 2023-04-26 12:10:37Z RICARDO TORRES 2300 DULLES STATION BLVD 220 HERNDON VA 201716350 104293609 0 X WWW.STUDENTCLEARINGHOUSE.ORG X 1993 VA TO SERVE EDUCATION & WORKFORCE COMMUNITIES WITH TRUSTED DATA, RELATED SERVICES & INSIGHTS. 15 15 396 15 392 0 0 0 76363978 94675617 1992282 1043335 2224959 2008941 80581219 97727893 42871 49020 0 0 42372763 50016350 0 0 0 27376651 35855561 69792285 85920931 10788934 11806962 70565470 80865874 33493094 35213213 37072376 45652661 X THE MISSION OF NATIONAL STUDENT CLEARINGHOUSE IS TO SERVE THE EDUCATION AND WORKFORCE COMMUNITIES AND ALL LEARNERS WITH ACCESS TO TRUSTED DATA, RELATED SERVICES, AND INSIGHTS. 0 0 20820481 49020 20334283 EDUCATION DATA EXCHANGE SERVICES - SEE SCHEDULE OEDUCATION DATA EXCHANGE SERVICES: ON BEHALF OF PARTICIPATING POST-SECONDARY INSTITUTIONS, NATIONAL STUDENT CLEARINGHOUSE PROVIDES A CENTRAL AUTHENTICATED DATA EXCHANGE PLATFORM AMONG PARTICIPATING EDUCATIONAL INSTITUTIONS TO MEET THEIR COLLECTIVE NEED FOR THE SECURE AND CONFIDENTIAL TRANSFER AND ACCESS TO ACADEMIC DATA. NATIONAL STUDENT CLEARINGHOUSE PROVIDES A TRANSCRIPT ORDERING PLATFORM, WHICH IS AVAILABLE TO ALL PARTICIPATING INSTITUTIONS, WHICH PROCESSED ORDERS FOR OVER 5.8 MILLION TRANSCRIPTS FROM THE INSTITUTION'S STUDENTS TO: 1) OTHER POST-SECONDARY INSTITUTIONS FOR CONSIDERATION OF STUDENT ENROLLMENT APPLICATIONS. 2) EMPLOYERS SO THAT PARTICIPATING INSTITUTIONS CAN SUPPORT THE TRANSITION OF STUDENTS TO GAINFUL EMPLOYMENT AND PRESERVE THE INTEGRITY OF THE EDUCATION SYSTEM BY ELIMINATING FRAUD.3) ADMISSIONS OFFICERS WHO HAVE A SIGNED STUDENT CONSENT MEETING THE FERPA CONSENT REQUIREMENTS TO ORDER TRANSCRIPTS FOR THEIR INSTITUTION'S ADMITTED STUDENTS AND APPLICANTS. 6714789 0 513731 ENROLLMENT REPORTING SERVICES - SEE SCHEDULE OENROLLMENT REPORTING SERVICES: ON BEHALF OF PARTICIPATING POST-SECONDARY INSTITUTIONS ENROLLING 97% OF THE U.S. STUDENT POPULATION, NATIONAL STUDENT CLEARINGHOUSE COMPLETED ALL REQUIRED STUDENT LOAN ENROLLMENT VERIFICATION ACTIVITIES. ALL RELATED STUDENT VERIFICATION RECORDS WERE REPORTED TO THE U.S. DEPARTMENT OF EDUCATION, ALL STATE AND NON-PROFIT GUARANTEE AGENCIES, AND THE STUDENT LOAN SERVICING ORGANIZATIONS. 21473488 0 60925112 DEGREE VERIFICATION SERVICES - SEE SCHEDULE ODEGREE VERIFICATION SERVICES: ON BEHALF OF PARTICIPATING POST-SECONDARY INSTITUTIONS AND FOR THE PURPOSE OF PRESERVING THE INTEGRITY OF THE EDUCATION SYSTEM BY ENHANCING THE ACCURACY OF EDUCATION INFORMATION AND ELIMINATING FRAUD, NATIONAL STUDENT CLEARINGHOUSE IS AUTHORIZED TO MAINTAIN A COMPREHENSIVE DEGREE DATABASE AND IS AUTHORIZED AS THEIR AGENT TO PROVIDE LIMITED ACCESS IN THE PORTIONS OF THESE DATA VERIFYING DEGREE ATTAINMENT FOR: 1) OTHER POST-SECONDARY INSTITUTIONS AND HIGHER EDUCATION ORGANIZATIONS SO THAT THEY COULD COMPLY WITH THE U.S. DEPARTMENT OF EDUCATION MANDATED PERFORMANCE REPORTING. 2) EMPLOYERS SO THAT INSTITUTIONS CAN SUPPORT THE TRANSITION OF STUDENT AND GRADUATES TO GAINFUL EMPLOYMENT. 3) PROVIDERS OF BENEFITS TO GRADUATES DEPENDENT ON GRADUATE STATUS. 10544221 0 14900731 RESEARCH SERVICES:ON BEHALF OF PARTICIPATING POST-SECONDARY INSTITUTIONS, NATIONAL STUDENT CLEARINGHOUSE IS AUTHORIZED TO MAINTAIN A DATABASE OF THE COLLEGE ENROLLMENT AND DEGREE DATA FOR APPROXIMATELY 3,600 PARTICIPATING COLLEGES AND UNIVERSITIES WHICH ENABLES ADMINISTRATORS AT HIGH SCHOOLS, COLLEGES AND UNIVERSITIES, AND OTHER EDUCATION ORGANIZATIONS TO ACCESS STUDENT DATA TO PERFORM EDUCATIONAL RESEARCH AND ANALYSES. RESEARCH SERVICES ALSO PERFORMS ANALYSIS ON THESE DATA BASED ON CUSTOMER-DEFINED REQUIREMENTS TO FURTHER THE ASSESSMENTS MADE REGARDING THE SUCCESS OF VARIOUS ACADEMIC PROGRAMS AT THE LOCAL, STATE, AND NATIONAL LEVELS; ENABLE MANDATORY STATE AND FEDERAL OUTCOMES REPORTING; AND FACILITATE IMPROVEMENT TO THE QUALITY OF THE K-20 EDUCATION SYSTEM.ENROLLMENT VERIFICATION SERVICES:ON BEHALF OF PARTICIPATING POST- SECONDARY INSTITUTIONS, NATIONAL STUDENT CLEARINGHOUSE IS AUTHORIZED TO MAINTAIN A COMPREHENSIVE ENROLLMENT DATABASE AND IS AUTHORIZED AS THEIR AGENT TO PROVIDE LIMITED ACCESS IN THE PORTIONS OF THESE DATA VERIFYING STUDENT RECORDS TO PROVIDERS OF BENEFITS TO STUDENTS AND GRADUATES DEPENDENT ON ENROLLMENT STATUS TO PRESERVE THE INTEGRITY OF THE EDUCATION SYSTEM BY ELIMINATING FRAUD. 10544221 0 14900731 59552979 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 X 41 0 1 396 1 0 0 0 0 0 0 0 0 X 15 15 0 0 1 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 X MICHAEL KETCHAM 7037424200 2300 DULLES STATION BLVD NO 220 HERNDON VA 201716350 MR VINCENT GRIMARD DIRECTOR 1.00 0.00 X 0 0 0 MS MARY KENNARD-SMITH DIRECTOR 1.00 1.00 X 0 0 0 MR PATRICK PERRY DIRECTOR 1.00 0.00 X 0 0 0 MR PAUL ROBINSON DIRECTOR 1.00 0.00 X 0 0 0 DR ANNE BRYANT BOARD CHAIR 1.00 1.00 X 0 0 0 DR DEBRA CHROMY DIRECTOR 1.00 0.00 X 0 0 0 MR MICHAEL COLLINS BOARD VICE CHAIR 1.00 1.00 X 0 0 0 MR ROBERT FITZGERALD DIRECTOR 1.00 0.00 X 0 0 0 DR BARBARA BRITTINGHAM DIRECTOR 1.00 0.00 X 0 0 0 MS KATHLEEN MCNEELY DIRECTOR 1.00 0.00 X 0 0 0 DR A HOPE WILLIAMS DIRECTOR 1.00 1.00 X 0 0 0 DR VAN TON-QUINLIVAN DIRECTOR 1.00 0.00 X 0 0 0 DR CARISSA MOFFAT MILLER DIRECTOR 1.00 1.00 X 0 0 0 DR SHARON MORRISEY DIRECTOR 1.00 1.00 X 0 0 0 JACK E DANIELS III DIRECTOR 1.00 0.00 X 0 0 0 RICARDO D TORRES PRESIDENT AND CEO 40.00 0.00 X 798887 0 255586 MICHAEL KETCHAM VP & CHIEF FIN OFC, TREASURER 35.00 5.00 X 401319 0 30031 MARY CHAPIN VP & CHIEF LEGAL OFC, CORP SEC 35.00 5.00 X 385192 0 28784 LAWRENCE HATCH VP, INDUSTRY & WORKFORCE SERV 40.00 0.00 X 576676 0 55996 DOUGLAS FALK VP & CHIEF INFORMATION OFFICER 40.00 0.00 X 367434 0 32644 GEORGE LEVATHES VP, COMPLIANCE & EDUCATION 40.00 0.00 X 329287 0 49391 BRIDGET SEDLOCK CHIEF PEOPLE OFFICER 40.00 0.00 X 369610 0 28341 ROBERTA HYLAND CHIEF DATA OFFICER 40.00 0.00 X 332893 0 38967 JOSE CARRERAS VP, EDUCATION SOLUTIONS 40.00 0.00 X 395345 0 46791 DR DOUGLAS SHAPIRO EXECUTIVE RESEARCH DIRECTOR 5.00 35.00 X 315573 0 25344 CHRISTINE COLE DIRECTOR, SALES & BUS. DEVELOPMENT 40.00 0.00 X 437855 0 55052 JOHN RAMSEY EXEC DIR CISO 40.00 0.00 X 301630 0 45619 DAVID G LANDRY EXECUTIVE DIRECTOR & CHIEF TEC 40.00 0.00 X 273769 0 30443 THOMAS BURKE SENIOR DIRECTOR, IT 40.00 0.00 X 269891 0 48261 VANESSA BROWN EXECUTIVE DIR. DEPUTY CHIEF DATA OFF. 40.00 0.00 X 280442 0 20455 5835803 0 791705 193 0 1 0 GSDS GROUP INC 2600 TOWER OAKS BOULEVARD SUITE 70 ROCKVILLE MD 20852 IT CONSULTING 1421705 INFINITIVE 20365 EXCHANGE STREET SUITE 301 ASHBURN VA 20147 IT CONSULTING 906928 IBM CORPORATION 500 FIRST AVENUE PITTSBURGH PA 15219 IT CONSULTING 754488 NEOVERA INC PO BOX 418615 BOSTON MA 022418615 IT CONSULTING 372805 MIKLOS SYSTEMS INC 10300 EATON PLACE STE 300 FAIRFAX VA 22030 IT CONSULTING 367525 15 DEGREE VERIFICATION SERVICES 518210 60925504 60925112 392 EDUCATION DATA EXCHANGE SERVICES 518210 20334283 20334283 RESEARCH SERVICES 518210 11387521 11387521 ENROLLMENT VERIFICATION SERVICES 518210 1514578 1514578 ENROLLMENT REPORTING SERVICES 518210 513731 513731 94675617 402202 402202 7206849 6564150 1566 642699 -1566 641133 641133 SUPPORTING SERVICES 900099 1998632 1998632 MISCELLANEOUS REVENUE 900099 10309 10309 2008941 97727893 96673857 392 1053644 49020 49020 4324768 3114384 1210384 34661693 23756270 10905423 3412765 2457626 955139 4684622 3018734 1665888 2932502 2111775 820727 290063 10000 280063 128289 128289 106467 106467 8179980 4865352 3314628 1009791 1009791 2196030 2037637 158393 13835547 9387418 4448129 1830345 1318082 512263 519696 340473 179223 682932 480206 202726 27869 27869 2019232 1413838 605394 587556 423115 164441 BANK & CREDIT CARD FEES 3375780 3318449 57331 PERSONNEL & DEVELOPMENT 406598 289470 117128 STRATEGIC INITIATIVES 392429 392429 OTHER MISCELLANEOUS 266957 151339 115618 85920931 59552979 26367952 0 4164344 7788383 12212532 15581112 6946779 10256716 41583128 36077119 6892136 5506009 22772368 20213964 177083 114584 17400228 21405106 70565470 80865874 20173619 23828995 5553176 5804504 203722 0 7562577 5579714 33493094 35213213 X 37072376 45652661 37072376 45652661 70565470 80865874 11806962 -3226677 0 X 0 1 X 1 0 4401086 1767883 2633203 179793 94995 84798 37002249 34214241 2788008 5506009 DUE FROM NSCRC 20204134 OTHER ASSETS 1041776 SECURITY DEPOSITS 144623 INTEREST RECEIVABLE 14573 21405106 DEFERRED RENT 5579714 5579714 X PART X, LINE 2: LIABILITY FOR UNCERTAIN TAX POSITIONS: THE CLEARINGHOUSE HAS DETERMINED THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRED RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. 1 SIMMONS UNIVERSITY 300 FENWAY BOSTON MA 02115 042103629 501(C)(3) 17000 0 IN HONOR OF BOARD MEMBER DR. ANNE BRYANT 1 PART I, LINE 2: PROCEDURE FOR MONITORING USE OF GRANTS: EDUCATIONAL INSTITUTIONS MUST BE PRIMARY, SECONDARY OR HIGHER EDUCATION INSTITUTIONS OR A SCHOLARSHIP PROGRAM MANAGED BY A NON-PROFIT ORGANIZATION. CHARITABLE ORGANIZATIONS MUST BE RECOGNIZED BY THE INTERNAL REVENUE SERVICE (IRS) AS TAX-EXEMPT AND DESIGNATED A PUBLIC CHARITY UNDER SECTION 501(C)(3) OF THE IRS CODE OR AS AN INSTRUMENTALITY OF A STATE OR LOCAL GOVERNMENT AS PROVIDED BY 170(C)(1) OF THE CODE. IT IS THE INTENT FOR NATIONAL STUDENT CLEARINGHOUSE TO SUPPORT SECULAR CHARITIES; HOWEVER, CHARITABLE ORGANIZATIONS AND EDUCATIONAL INSTITUTIONS THAT MEET THE ABOVE CRITERIA AND HAVE RELIGIOUS AFFILIATIONS MAY BE INCLUDED. HOUSES OF WORSHIP OR ORGANIZATIONS WHOSE POLICIES VIOLATE NATIONAL STUDENT CLEARINGHOUSE'S NON-DISCRIMINATION POLICIES DO NOT QUALIFY. SCHEDULE I, PART II, COLUMN (H) PURPOSE OF GRANTS: NSC MADE CONTRIBUTIONS DURING THE YEAR TO THE ORGANIZATIONS LISTED IN PART II IN HONOR AND APPRECIATION OF THE BOARD MEMBERS WHO RETIRED DURING THE YEAR. X X X X X 0 1 0 1 0 0 0 1 0 RICARDO D TORRES PRESIDENT AND CEO 503823 0 291500 0 3564 0 229000 0 26586 0 1054473 0 0 0 LAWRENCE HATCH VP, INDUSTRY & WORKFORCE SERV 279012 0 295513 0 2151 0 29000 0 26996 0 632672 0 0 0 CHRISTINE COLE DIRECTOR, SALES & BUS. DEVELOPMENT 181838 0 254775 0 1242 0 26866 0 28186 0 492907 0 0 0 JOSE CARRERAS VP, EDUCATION SOLUTIONS 301693 0 92410 0 1242 0 23868 0 22923 0 442136 0 0 0 MICHAEL KETCHAM VP & CHIEF FIN OFC, TREASURER 321503 0 70029 0 9787 0 25583 0 4448 0 431350 0 0 0 MARY CHAPIN VP & CHIEF LEGAL OFC, CORP SEC 314541 0 68827 0 1824 0 24386 0 4398 0 413976 0 0 0 DOUGLAS FALK VP & CHIEF INFORMATION OFFICER 291844 0 67500 0 8090 0 5648 0 26996 0 400078 0 0 0 BRIDGET SEDLOCK CHIEF PEOPLE OFFICER 285495 0 76815 0 7300 0 22943 0 5398 0 397951 0 0 0 GEORGE LEVATHES VP, COMPLIANCE & EDUCATION 269052 0 52500 0 7735 0 25145 0 24246 0 378678 0 0 0 ROBERTA HYLAND CHIEF DATA OFFICER 269097 0 57500 0 6296 0 18151 0 20816 0 371860 0 0 0 JOHN RAMSEY EXEC DIR CISO 259632 0 40586 0 1412 0 20919 0 24700 0 347249 0 0 0 DR DOUGLAS SHAPIRO EXECUTIVE RESEARCH DIRECTOR 253915 0 54000 0 7658 0 23646 0 1698 0 340917 0 0 0 THOMAS BURKE SENIOR DIRECTOR, IT 240747 0 26382 0 2762 0 18925 0 29336 0 318152 0 0 0 DAVID G LANDRY EXECUTIVE DIRECTOR & CHIEF TEC 238015 0 31769 0 3985 0 13855 0 16588 0 304212 0 0 0 VANESSA BROWN EXECUTIVE DIR. DEPUTY CHIEF DATA OFF 247638 0 30750 0 2054 0 18351 0 2104 0 300897 0 0 0 PART I, LINE 4B NONQUALIFIED RETIREMENT PLAN: THE FOLLOWING OFFICER PARTICIPATED IN A SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN 457(F): RICARDO TORRES $200,000 THIS CONTRIBUTION TO THE NONQUALIFIED RETIREMENT PLAN IS PART OF THEIR TOTAL COMPENSATION AND IS EVALUATED AS PART OF THE BOARD'S PROCEDURES RELATED TO THE REASONABLENESS OF TOTAL COMPENSATION. IT IS INCLUDED IN COLUMN(C) OF SCHEDULE J, PART II. NO DISTRIBUTIONS WERE ISSUED FROM THE PLAN DURING THE CURRENT YEAR. PART I, LINE 5 INCENTIVE BONUSES FOR CERTAIN BUSINESS DEVELOPMENT EXECUTIVES, DIRECTORS AND MANAGERS ARE PAID BASED UPON ACHIEVEMENT OF ESTABLISHED SALES ACTIVITY OR PROGRAM REVENUE GOALS. SALES AND REVENUE GOALS ARE ESTABLISHED ANNUALLY. ON A QUARTERLY BASIS, THE ACTUAL SALES ACTIVITY AND PROGRAM SERVICE REVENUE TOTALS ARE COMPARED TO THE GOALS, AND THE INCENTIVE PAYMENT IS CALCULATED AND PAID IN ACCORDANCE WITH THE INCENTIVE AGREEMENT. ALL INCENTIVE PROGRAMS ARE REVIEWED BY THE RESPONSIBLE SENIOR EXECUTIVE WITH SUPPORT BY FINANCE, HUMAN RESOURCES AND LEGAL AS APPROPRIATE. PART I, LINE 7 BONUS AWARDS: BONUSES ARE PAID BASED ON COMPLETION OF GOALS. THE CEO WORKS JOINTLY WITH EACH EXECUTIVE TO SET ANNUAL GOALS. THE EXECUTIVE PREPARES AN ASSESSMENT OF HIS OR HER PERFORMANCE AGAINST THOSE GOALS AT THE END OF THE PERFORMANCE YEAR. THIS ASSESSMENT IS PROVIDED TO THE CEO WHO THEN EVALUATES PERFORMANCE AGAINST THOSE GOALS. THE CEO PRESENTS A RECOMMENDATION TO THE BOARD REGARDING SALARY INCREASE AND BONUS FOR EACH EXECUTIVE FOR THE BOARD TO REVIEW AND APPROVE PRIOR TO PAYMENT, BASED ON THE ASSESSMENT OF PERFORMANCE RELATIVE TO THE SET GOALS. THE VALUE OF ANY BONUSES OR PAY INCREASES ARE EVALUATED AS PART OF THE INDIVIDUAL'S TOTAL COMPENSATION PACKAGE FOR REASONABLENESS BY THE BOARD OF DIRECTORS. FORM 990, PART V, LINE 2A NSC REPORTED ISSUING 396 FORMS W-2 ON ITS 2021 FORM W-3, HOWEVER, OF THIS AMOUNT, 72 EMPLOYEES WERE ASSIGNED TO WORK FOR NSC RESEARCH CENTER, A RELATED ENTITY. FORM 990, PART VI, SECTION A, LINE 1A EXECUTIVE COMMITTEE: WHEN THE BOARD OF DIRECTORS IS NOT IN SESSION, THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS, EXCEPT TO THE EXTENT, IF ANY, THAT SUCH AUTHORITY SHALL BE LIMITED BY RESOLUTION OF THE ENTIRE BOARD OF DIRECTORS; PROVIDED, HOWEVER, THAT NEITHER THE EXECUTIVE COMMITTEE NOR ANY OTHER COMMITTEE SHALL HAVE THE POWER TO AMEND THE ARTICLES OF INCORPORATION OR THESE BYLAWS OF THE CORPORATION, OR TO ELECT OR REMOVE ANY DIRECTOR OR OFFICER, OR TO AMEND OR REPEAL ANY RESOLUTION OF THE BOARD OF DIRECTORS (OR COMMITTEE THEREOF) UNLESS BY ITS TERMS SUCH RESOLUTION MAY BE AMENDED OR REPEALED. FORM 990, PART VI, SECTION A, LINE 4 SIGNIFICANT CHANGES TO ORGANIZING DOCUMENTS: EFFECTIVE FEBRUARY 2022, NATIONAL STUDENT CLEARINGHOUSE AMENDED ITS AUDIT COMMITTEE GOVERNING DOCUMENTS FOR THE FOLLOWING SIGNIFICANT CHANGE: - THE AUDIT COMMITTEE IS GRANTED AUTHORITY AND RESPONSIBILITY TO REVIEW AND RECOMMEND TO THE FULL BOARD ANY AMENDMENTS TO THE ANNUAL BUDGET PURSUANT TO THE CLEARINGHOUSE'S AUTHORITY OVER FINANCIAL MATTERS AND DELEGATIONS OF AUTHORITY POLICY. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 REVIEW PROCESS: FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM AND REVIEWED BY MANAGEMENT. IN ACCORDANCE WITH NSC'S POLICY, A COMPLETE FORM 990 IS PRESENTED TO THE FULL BOARD OF DIRECTORS FOR REVIEW. FORM 990 IS REVIEWED BY ALL MEMBERS OF THE BOARD PRIOR TO THE SUBMISSION OF THE FORM TO THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C CONFLICT OF INTEREST POLICY: BOARD MEMBERS ARE PROVIDED WITH THE CONFLICT OF INTEREST POLICY ON AN ANNUAL BASIS AND REQUIRED TO COMPLETE A FORM ACKNOWLEDGING THE POLICY AND DISCLOSING ANY CONFLICTS. THE POLICY INCLUDES A REQUIREMENT THAT ANY NEW CONFLICTS THAT MAY ARISE DURING THE COURSE OF THE YEAR BE REPORTED TO THE CHAIRMAN OF THE BOARD. PROCEDURES FOR EVALUATING POTENTIAL CONFLICTS ARE INCORPORATED IN THE POLICY. ANY DIRECTOR WHO MAY BE INVOLVED IN A NATIONAL STUDENT CLEARINGHOUSE BUSINESS TRANSACTION IN WHICH THERE IS A POSSIBLE CONFLICT OF INTEREST SHALL PROMPTLY NOTIFY THE CHAIRMAN OF THE BOARD. THE CHAIRMAN, OR AT THE DIRECTION OF THE CHAIRMAN, THE PRESIDENT OF NATIONAL STUDENT CLEARINGHOUSE SHALL PROMPTLY INFORM THE ENTIRE BOARD OF SUCH POTENTIAL CONFLICT. THE AFFECTED DIRECTOR SHALL NOT VOTE ON ANY SUCH TRANSACTION, PARTICIPATE IN DELIBERATIONS CONCERNING IT, OR USE PERSONAL INFLUENCE IN ANY WAY IN THE MATTER. THE DIRECTOR WILL BE EXCUSED FROM THE PORTION OF ANY MEETING DISCUSSING THE TRANSACTION AND THE DIRECTOR'S PRESENCE MAY NOT BE COUNTED IN DETERMINING THE QUORUM FOR ANY VOTE WITH RESPECT TO NATIONAL STUDENT CLEARINGHOUSE BUSINESS TRANSACTION IN WHICH HE OR SHE HAS A POSSIBLE CONFLICT OF INTEREST. FURTHERMORE, THE DIRECTOR, OR THE CHAIRMAN IN THE DIRECTOR'S ABSENCE, SHALL NOTE A POTENTIAL CONFLICT OF INTEREST TO THE OTHER DIRECTORS BEFORE ANY VOTE ON NATIONAL STUDENT CLEARINGHOUSE BUSINESS TRANSACTION AND SUCH DISCLOSURE SHALL BE RECORDED IN THE MINUTES OF THE MEETING AT WHICH IT WAS MADE. IN THE EVENT OF POTENTIAL CONFLICT INVOLVES THE CHAIRMAN OF THE BOARD, THE VICE CHAIRMAN SHALL ACT IN THE PLACE OF THE CHAIRMAN FOR THE PURPOSES OF THIS POLICY. ANY BOARD OF DIRECTORS SHALL NOT APPROVE ANY TRANSACTION WHICH INVOLVES A POTENTIAL CONFLICT OF INTEREST WITH A DIRECTOR UNLESS AND UNTIL THE BOARD OF DIRECTORS HAS SPECIFICALLY AND IN GOOD FAITH DETERMINED AFTER REASONABLE INVESTIGATION (INCLUDING A REVIEW OF THE TERMS UPON WHICH OTHER COMPARABLE ORGANIZATIONS ENTER TRANSACTIONS OR ARRANGEMENTS SIMILAR TO THE ONE UNDER CONSIDERATION) THAT: A. THE BOARD IS AWARE OF ALL MATERIAL FACTS CONCERNING THE TRANSACTION AND THE DIRECTOR OR OFFICER'S INTEREST IN THE TRANSACTION; B. NATIONAL STUDENT CLEARINGHOUSE IS ENTERING INTO THE TRANSACTION FOR ITS OWN BENEFIT; C. THE TRANSACTION IS FAIR AND REASONABLE AS TO NATIONAL STUDENT CLEARINGHOUSE; D. NATIONAL STUDENT CLEARINGHOUSE COULD NOT HAVE OBTAINED A MORE ADVANTAGEOUS ARRANGEMENT WITH REASONABLE EFFORT UNDER THE CIRCUMSTANCES. MANAGEMENT SHALL BE RESPONSIBLE FOR PROVIDING THE BOARD WITH SUFFICIENT INFORMATION SO THAT THE BOARD CAN ASSESS THE FAIRNESS AND REASONABLENESS OF THE COMPENSATION INVOLVED. FORM 990, PART VI, SECTION B, LINE 15 PROCESS FOR DETERMINING COMPENSATION: THE BOARD OF DIRECTORS CONDUCTS AN INDEPENDENT OUTSIDE COMPENSATION ANALYSIS FOR THE CEO EACH YEAR THAT IS USED TO MONITOR THE APPROPRIATENESS OF HIS COMPENSATION. A SIMILAR PROCESS IS COMPLETED BY THE CHIEF PEOPLE OFFICER FOR THE OTHER EXECUTIVES. PERIODICALLY, NSC HIRES AN OUTSIDE FIRM TO CONDUCT A COMPENSATION ANALYSIS FOR THE NON-EXECUTIVE EMPLOYEE POSITIONS. ANOTHER FIRM THAT COMPLETES OUR AFFIRMATIVE ACTION PLAN ALSO COMPARES COMPENSATION AMONG ETHNICITY AND GENDER TO ASSESS FAIRNESS. AT MERIT INCREASE TIME, THE CHIEF PEOPLE OFFICER DOES A REVIEW OF COMPENSATION BY WORKGROUP TO DETERMINE WHETHER ANY ADJUSTMENTS ARE REQUIRED TO BRING PEOPLE WITH LIKE POSITIONS AND EXPERIENCE TO A COMPARABLE COMPENSATION LEVEL. THE BOARD APPROVES THE COMPENSATION OF THE CEO AND OTHER OFFICERS. DELIBERATIONS AND DECISIONS ARE DOCUMENTED CONTEMPORANEOUSLY IN THE MINUTES OF THE BOARD OF DIRECTORS. A GROUP OF INDEPENDENT PERSONS WHO SERVE ON THE BOARD OF DIRECTORS EVALUATE EXTERNAL COMPENSATION DATA FROM COMPARABLE INSTITUTIONS, DISCUSS THEIR REVIEW, AND CONTEMPORANEOUSLY DOCUMENT THEIR CONCLUSION THAT THE TOTAL COMPENSATION PAID TO SUCH PERSONS IS REASONABLE. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AVAILABLE TO THE PUBLIC: GOVERNING DOCUMENTS, INCLUDING THE CONFLICT OF INTEREST POLICY, ARE AVAILABLE TO THE PUBLIC BY REQUEST TO THE CORPORATE SECRETARY. FINANCIAL STATEMENTS ARE AVAILABLE TO PARTICIPANTS IN OUR SERVICES UNDER THE TERMS OF OUR CONTRACTS WITH THEM AND TO INDIVIDUALS BY REQUEST TO THE TREASURER. NATL STUDENT CLEARINGHOUSE RESEARCH CTR 2300 DULLES STATION BLVD 220 HERNDON VA 201716350 271255674 SUPPORT EDUCATION & RESEARCH PRGRAMS OF NSC VA 501(C)(3) LINE 12A, I NATIONAL STUDENT CLEARINGHOUSE 1 0 0 0 0 0 0 0 0 0 0 0 1 0 1 1 0 0 0 0 NATIONAL STUDENT CLEARINGHOUSE RESEARCH CENTER N 1126264 COST NATIONAL STUDENT CLEARINGHOUSE RESEARCH CENTER O 872368 COST