2021-11-15T12:31:27-06:00 2020-12-31 346565596 ERNST & YOUNG US LLP 221 E 4TH STREET SUITE 2900 CINCINNATI OH 45202 990 2020-01-01 530088710 Financial Industry Regulatory Authority Inc FINA 2027288949 9509 KEY WEST AVENUE ROCKVILLE MD 20850 Robert A Renner SR Vice President 2021-11-15 true Robert A Renner 999009999 JULIE L SPARKS P01268401 5136121400 2021-11-12 2020 2022-09-23 18:48:47Z ROBERT W COOK 1735 K Street NW Washington DC 200061506 2739593536 false X WWW.FINRA.ORG X 1936 DE FINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY. 21 19 3768 1 20764606 0 0 0 665509418 1231340295 82546385 -24767172 568268190 556660200 1316323993 1763233323 0 0 0 0 756567165 734308457 0 0 0 784516490 1389164901 1541083655 2123473358 -224759662 -360240035 2248066636 2454852715 755698086 1004564159 1492368550 1450288556 FINRA IS DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY THROUGH EFFECTIVE AND EFFICIENT REGULATION OF THE SECURITIES INDUSTRY. false false FINRA IS A NOT-FOR-PROFIT ORGANIZATION DEDICATED TO INVESTOR PROTECTION AND MARKET INTEGRITY. IT REGULATES ONE CRITICAL PART OF THE SECURITIES INDUSTRY - BROKERAGE FIRMS DOING BUSINESS WITH THE PUBLIC IN THE UNITED STATES. FINRA, OVERSEEN BY THE SEC, WRITES RULES, EXAMINES FOR AND ENFORCES COMPLIANCE WITH FINRA RULES AND FEDERAL SECURITIES LAWS, REGISTERS BROKER-DEALER PERSONNEL AND OFFERS THEM EDUCATION AND TRAINING, AND INFORMS THE INVESTING PUBLIC. IN ADDITION, THROUGH ITS SUBSIDIARY, FINRA REGULATION, INC., FINRA PROVIDES SURVEILLANCE AND OTHER REGULATORY SERVICES FOR EQUITIES AND OPTIONS MARKETS, AS WELL AS TRADE REPORTING AND OTHER INDUSTRY UTILITIES. FINRA REGULATION ALSO ADMINISTERS A DISPUTE RESOLUTION FORUM FOR INVESTORS AND BROKERAGE FIRMS AND THEIR REGISTERED EMPLOYEES. 0 false false false true false false false false false true true false false false true false true false true true false false false false false false false false true false false false false true true false false false false true true true true false true X 2533 0 true 3768 true true true true CJ false false false false true false X 21 19 false false false false true true true true true false false true true true true true true true true false CA X MARCIA E ASQUITH 2027288949 1735 K STREET NW WASHINGTON DC 200061506 Robert W Cook President & CEO 60.0 0.0 X X 2546014 0 573549 Amy L Webber Board Member 2.0 0 X 90624 0 0 Brian J Kovack Board Member 2.0 2.0 X 90206 0 0 Camille M Busette Board Member 2.0 1.0 X 90624 0 0 Charles I Plosser BOARD MEMBER 2.0 2.0 X 90624 0 0 Christopher W Flint Board Member 2.0 0 X 90624 0 0 Eileen K Murray CHAIRPERSON - AS OF 8/20 2.0 0 X 132499 0 0 Elisse B Walter Board Member - THRU 8/20 2.0 3.0 X 76308 0 0 Eric Noll Board Member - AS OF 8/20 2.0 0 X 45516 0 0 Ethiopis Tafara Board Member 2.0 2.0 X 624 0 0 Hillary A Sale Board Member 2.0 2.0 X 95624 0 0 James Nagengast Board Member 2.0 0 X 90624 0 0 John B Ehnes Board Member 2.0 2.0 X 100624 0 0 Joseph M Mecane Board Member - THRU 8/20 2.0 0 X 68378 0 0 Joshua S Levine Board Member -THRU 8/20 2.0 2.0 X 76183 0 0 Kathleen A Murphy Board Member 2.0 2.0 X 100624 0 0 Kathryn Ruemmler Board Member - AS OF 12/20 2.0 0 X 0 0 0 Lance F Drummond Board Member 2.0 0 X 99374 0 0 Linde Murphy Board Member 2.0 0 X 90624 0 0 Maureen Jensen Board Member - AS OF 8/20 2.0 2.0 X 45516 0 0 Paige W Pierce Board Member 2.0 2.0 X 90624 0 0 Peter R Fisher Board Member 2.0 2.0 X 90624 0 0 Stephen A Kohn Board Member - THRU 8/20 2.0 2.0 X 68378 0 0 Susan Wolburgh Jenah Board Member - THRU 8/20 2.0 2.0 X 76312 0 0 Timothy C Scheve Board Member 2.0 2.0 X 95624 0 0 Wendy Lanton Board Member - AS OF 8/20 2.0 0 X 45516 0 0 William H Heyman Chairman - THRU 8/20 3.0 2.0 X 111267 0 0 Marcia E Asquith EVP Board & External relations 60.0 0.0 X 844170 0 252546 Todd T Diganci Executive Vice President & CFAO 60.0 0.0 X 1632643 0 99982 Bari M Havlik Executive Vice President 60.0 0.0 X 1140073 0 172788 Jessica Hopper Executive Vice President 60.0 0.0 X 718355 0 256160 Jonathan S Sokobin Senior Vice President 60.0 0.0 X 595433 0 140854 Nathaniel Stankard Senior Advisor 60.0 0 X 548688 0 118587 Rainia L Washington Executive Vice President 60.0 0 X 189009 0 92039 Robert LD Colby EVP And Chief Legal Officer 60.0 0.0 X 1193369 0 49662 Stephen M Schoeneman Senior Vice President 60.0 0.0 X 870162 0 25484 Steven J Randich Executive Vice President & CIO 60.0 0.0 X 1478133 0 176534 Thomas R Gira Executive Vice President 60.0 0.0 X 870774 0 626307 Alton Jones Senior Vice President 60.0 0 X 1052002 0 42444 Cameron K Funkhouser Executive Vice President 60.0 0 X 2521536 0 667607 Robert L Wood Senior Vice President 60.0 0 X 876431 0 295547 Thomas M Selman Executive Vice President 60.0 0.0 X 2427700 0 26338 Thomas Nelli Senior Vice President 60.0 0 X 852410 0 33317 Susan M Schroeder Executive Vice President 0.0 0.0 X 278945 0 2635 22689412 0 3652380 2787 true true false Amazon Web Services 12900 Worldgate Drive Herndon VA 20170 Hosting Services 25513593 NASDAQ TECHNOLOGY AB SE-105 78 Stockholm SW Hosting Services 14634898 PROMETRIC PO Box 23608 PITTSBURGH PA 22360 TESTING SERVICES 11656483 TEK SYSTEMS PO Box 194568 ATLANTA GA 30384 CONSULTING 11536188 COMPUGAIN CORPORATION 13241 WOODLAND PARK DRIVE HERNDON VA 20171 Consulting 6850794 147 0 0 0 0 0 0 0 0 Activity Assessment 900099 1033770941 1033770941 Transparency Services 900099 82947462 82947462 Contract Service Fees 900099 114219842 94672756 19547086 402050 402050 0 0 1231340295 24723515 0 1123642 23599873 0 0 0 138327 0 138327 442918 0 321387 0 121531 0 121531 93878 27653 926429159 118980 975887473 151353 -49458314 -32373 -49490687 0 0 -49490687 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subsidiary Fees and Overhead Allocation 900099 556400342 556400342 0 0 0 0 556400342 1763233323 1768193551 20764606 -25724834 0 0 0 17264880 567362782 74459605 38922425 36298765 24553462 6375520 1836040 346500 0 4058448 9981293 2066 8234256 239522900 0 12486071 1506660 0 1328565 806053 0 20234817 2505962 Activity Assessment 1033778202 Other Pension & OPEB Costs 13467948 Taxes 2392278 Temporary Help 1036612 4711248 2123473358 49015028 337497227 337977882 258960245 0 124714465 167373907 0 0 0 0 5428415 6045796 0 0 21834469 23081060 378283508 226863928 119311427 151419580 923619666 1097342668 644420487 399818704 0 13670557 12053805 8074240 1259723 2248066636 2454852715 734330744 973020126 0 0 7642342 18719033 0 0 0 0 0 0 0 0 13725000 12825000 0 0 755698086 1004564159 0 0 0 0 X 206762978 197285003 0 0 1285605572 1253003553 1492368550 1450288556 2248066636 2454852715 X -360240035 66975776 0 4058448 0 247125817 X false true X true false false false false 370000 370000 370000 22260481 22260481 74070785 36402877 37667908 125445960 80490893 44955067 36903212 33108386 3794826 119603070 76861772 42741298 151419580 Private Investments Marketable Alternative Investment Investment in NSCC 300000 F Private Investments 399518704 F 399818704 0 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote U.S. GAAP PROVIDES A TWO-STEP APPROACH FOR EVALUATING TAX POSITIONS. RECOGNITION (STEP 1) OCCURS WHEN AN ENTITY CONCLUDES THAT A TAX POSITION, BASED SOLELY ON ITS TECHNICAL MERITS, IS MORE LIKELY THAN NOT TO BE SUSTAINED UPON EXAMINATION. MEASUREMENT (STEP 2) OCCURS WHEN THE TAX BENEFIT IS MEASURED AS THE LARGEST AMOUNT OF BENEFIT, DETERMINED ON A CUMULATIVE PROBABILITY BASIS, THAT IS MORE LIKELY THAN NOT TO BE REALIZED UPON ULTIMATE SETTLEMENT. FOR 2017 THROUGH 2020, THE YEARS MANAGEMENT CONSIDERS TO BE OPEN FOR EXAMINATION BY TAXING AUTHORITIES, MANAGEMENT DID NOT IDENTIFY THE EXISTENCE OF ANY UNCERTAIN TAX POSITIONS. Central America and the Caribbean 0 0 Investments 160299863 North America (Canada & Mexico only) 1 23 Program Services IT SERVICES 4030544 1 23 0 0 1 23 164330407 0 164330407 true false true true true false X X X true true X X X X X true true false Robert W Cook President & CEO 1018902 0 1500000 0 27112 0 537070 0 36479 0 3119563 0 0 0 Marcia E Asquith EVP Board & External relations 378451 0 425000 0 40719 0 221941 0 30605 0 1096716 0 0 0 Todd T Diganci Executive Vice President & CFAO 604203 0 700000 0 328440 0 46071 0 53911 0 1732625 0 256250 0 Susan M Schroeder Executive Vice President 7316 0 0 0 271629 0 413 0 2222 0 281580 0 0 0 Robert LD Colby EVP And Chief Legal Officer 503757 0 545000 0 144612 0 37050 0 12612 0 1243031 0 0 0 Thomas R Gira Executive Vice President 218603 0 480000 0 172171 0 613636 0 12671 0 1497081 0 0 0 Bari M Havlik Executive Vice President 510009 0 625000 0 5064 0 143722 0 29066 0 1312861 0 0 0 Steven J Randich Executive Vice President & CIO 502280 0 650000 0 325853 0 147989 0 28545 0 1654667 0 287671 0 Stephen M Schoeneman Senior Vice President 38115 0 265000 0 567047 0 7084 0 18400 0 895646 0 221106 0 Jonathan S Sokobin Senior Vice President 312709 0 260000 0 22724 0 89136 0 51718 0 736287 0 0 0 Jessica Hopper Executive Vice President 379223 0 300000 0 39132 0 196610 0 59550 0 974515 0 0 0 Nathaniel Stankard Senior Advisor 287880 0 240000 0 20808 0 80018 0 38569 0 667275 0 0 0 Rainia L Washington Executive Vice President 181797 0 0 0 7212 0 71323 0 20716 0 281048 0 0 0 Cameron K Funkhouser Executive Vice President 121327 0 418000 0 1982209 0 640269 0 27338 0 3189143 0 335360 0 Thomas M Selman Executive Vice President 45900 0 347000 0 2034800 0 9262 0 17076 0 2454038 0 594257 0 Alton Jones Senior Vice President 240995 0 207000 0 604007 0 14918 0 27526 0 1094446 0 0 0 Thomas Nelli Senior Vice President 359968 0 305000 0 187442 0 28576 0 4741 0 885727 0 0 0 Robert L Wood Senior Vice President 341253 0 305000 0 230178 0 256389 0 39158 0 1171978 0 0 0 VOLUNTARY COMPENSATION DISCLOSURES: ETHIOPIS TAFARA WAS A VOLUNTEER BOARD MEMBER IN 2020 AND DID NOT RECEIVE COMPENSATION FOR HIS SERVICES. HOWEVER, HE DID RECEIVE TAXABLE FRINGE BENEFITS VALUED AT $624. SUPPLEMENTAL COMPENSATION INFORMATION FOR THE HIGHEST COMPENSATED EXECUTIVES, BASE SALARY AND INCENTIVE COMPENSATION (EARNED IN THE PRIOR YEAR) REPORTED IN COLUMNS B(I) AND B(II) ARE INDEPENDENTLY DETERMINED AND APPROVED BY THE MANAGEMENT COMPENSATION COMMITTEE OF THE BOARD OF GOVERNORS. OTHER REPORTABLE COMPENSATION (COLUMN B(III)) IS LARGELY COMPOSED OF RETIREMENT VESTING AND/OR PAYOUT EVENTS FROM NON-QUALIFIED PLANS, AS WELL AS SEVERANCE OR SEPARATION PAYMENTS, IF APPLICABLE. FOR FURTHER DETAILS REGARDING EXECUTIVE COMPENSATION, PLEASE REFER TO SCHEDULE O. Schedule J, Part I, Line 1a First-class or charter travel SCHEDULE J, PART I, LINE 1 FIRST CLASS OR CHARTER TRAVEL: FIRST CLASS AIR TRAVEL IS LIMITED TO EXTENDED AND INTERNATIONAL FLIGHTS AND BOARD TRAVEL, SUBJECT TO CERTAIN OTHER RESTRICTIONS REGARDING TIME AND DISTANCE. Schedule J, Part I, Line 1a Travel for companions TRAVEL FOR COMPANIONS IS LIMITED TO EMPLOYEES ON EXTENDED TRAVEL AND IS SUBJECT TO CERTAIN RESTRICTIONS REGARDING TIME AND DISTANCE. THE BOARD MEMBERS' TRAVEL POLICY AS WELL AS THE CONTRACT FOR THE CEO PROVIDE FOR GUEST OR COMPANION TRAVEL FOR CERTAIN BUSINESS-RELATED EVENTS. COMPANION TRAVEL IS TREATED AS TAXABLE COMPENSATION. Schedule J, Part I, Line 1a Tax indemnification and gross-up payments IT IS FINRA'S PRACTICE TO GROSS-UP LIMITED NON-CASH EMPLOYEE RELOCATION EXPENSES. Schedule J, Part I, Line 4a Severance or change-of-control payment IN CONNECTION WITH CAMERON FUNKHOUSER'S SEPARATION FROM FINRA, HE WAS PAID $245,192 IN 2020. THIS AMOUNT IS REFLECTIVE OF HIS 35 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH ALTON JONES' SEPARATION FROM FINRA, HE WAS PAID $285,872 IN 2020. THIS AMOUNT IS REFLECTIVE OF HIS 19 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH STEPHEN SCHOENEMAN'S SEPARATION FROM FINRA, HE WAS PAID $221,106 IN 2020. THIS AMOUNT IS REFLECTIVE OF HIS 12 YEARS OF SERVICE TO FINRA AND WAS REPORTED AS DEFERRED INCOME ON THE 2019 FORM 990. IN CONNECTION WITH THOMAS SELMAN'S SEPARATION FROM FINRA, HE WAS PAID $333,519 IN 2020. THIS AMOUNT IS REFLECTIVE OF HIS 24 YEARS OF SERVICE TO FINRA AND WAS REPORTED AS DEFERRED INCOME ON THE 2019 FORM 990. Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan FINRA OFFERS TWO NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS. ANNUAL INCREASES IN BENEFIT VALUE, CLIFF VESTING EVENTS, AND PAYOUT DIFFERENTIALS ARE TAXABLE IN THE YEAR IN WHICH THEY OCCUR AND ARE REPORTED IN COLUMN B(III) OF SCHEDULE J, PART II. UNVESTED BENEFIT AND CONTRIBUTION ACCRUALS ARE TAX DEFERRED AND ARE REPORTED IN COLUMN C OF SCHEDULE J, PART II. 1) FINRA'S SUPPLEMENTAL DEFINED BENEFIT PLAN IS A NON-QUALIFIED DEFINED BENEFIT PLAN THAT IS PROVIDED TO MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES SUCH AS THOSE DESCRIBED UNDER 201(2), 301(A)(3), AND 401(A)(1) OF ERISA. IT IS A FINRA FUNDED PLAN IN WHICH PARTICIPANTS TYPICALLY HAD A TAXABLE ONE-TIME CLIFF VESTING EVENT AT A SPECIFIED MILESTONE BASED ON BOTH AGE AND YEARS OF SERVICE. THIS PLAN WAS CLOSED TO NEW ENTRANTS AS OF 12/31/05. REMAINING PARTICIPANTS ARE FULLY VESTED. THE AMOUNTS BELOW, IF ANY, REPRESENT THE ACCUMULATED BENEFITS RECOGNIZED IN THE CURRENT YEAR FOR FEDERAL INCOME TAX PURPOSES UPON THE INDIVIDUALS' SEPARATION FROM FINRA AND THE PLAN. THE BENEFITS WERE EARNED WITHIN THE NON-QUALIFIED DEFINED BENEFIT PLAN OVER THE DURATION OF THE INDIVIDUALS' YEARS OF SERVICE TO FINRA. THESE AMOUNTS VARY BY INDIVIDUAL BASED ON YEARS OF SERVICE, COMPENSATION LEVELS AND PAY GRADE, AGE AT SEPARATION, AND PREVIOUS VESTING EVENTS. PARTICIPANTS IN THE NON-QUALIFIED DEFINED BENEFIT PLAN THAT HAD ACCUMULATED BENEFITS RECOGNIZED IN 2020 INCLUDE: CAMERON FUNKHOUSER - $1,597,847 THIS AMOUNT IS REFLECTIVE OF HIS 36 YEARS OF SERVICE TO FINRA. THOMAS SELMAN - $1,679,696 THIS AMOUNT IS REFLECTIVE OF HIS 24 YEARS OF SERVICE TO FINRA. 2) FINRA'S SUPPLEMENTAL DEFINED CONTRIBUTION PLAN IS A NON-QUALIFIED PLAN THAT IS OPEN TO VICE PRESIDENTS AND ABOVE WITH AN ANNUAL BASE PAY ABOVE THE QUALIFIED LIMIT. IT IS A FINRA FUNDED PLAN WITH A 3 YEAR VESTING CYCLE WITH ANNUAL VESTING BEGINNING AT AGE 62. PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN WITH CONTRIBUTIONS VESTING IN 2020 INCLUDE: ROBERT COLBY - $109,339 ALTON JONES - $56,847 THOMAS NELLI - $184,095 STEPHEN SCHOENEMAN - $56,667 ROBERT WOOD - $206,392 PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN WITH A PAYOUT IN 2020 INCLUDE: THOMAS GIRA - $113,226 ALTON JONES - $223,253 STEPHEN SCHOENEMAN - $262,316 SUSAN SCHROEDER - $51,093 Kovack Securities >35% Controlled Entity 544872 Various Services false Thomas J Diganci Family Member 114119 Compensation false Schedule L, Part IV BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS BRIAN KOVACK IS A MEMBER OF THE FINRA BOARD OF GOVERNORS AND IS AN OWNER AND THE PRESIDENT OF KOVACK SECURITIES, INC., A FINRA MEMBER FIRM. KOVACK SECURITIES, INC. PAID FINRA $544,872 FOR REGULATORY FEES AND SERVICES IN 2020. THOMAS J. DIGANCI WAS AN EMPLOYEE OF FINRA, AND THE SON OF TODD T. DIGANCI, EXECUTIVE VICE PRESIDENT & CFAO. FINRA PAID MR. THOMAS J. DIGANCI ANNUAL COMPENSATION OF $114,119 IN 2020. THERE IS NO DIRECT REPORTING RELATIONSHIP BETWEEN TODD AND THOMAS DIGANCI. VOLUNTARY DISCLOSURE FOR FINANCIAL INFORMATION AS THE PARENT ORGANIZATION, FINRA INCURS ALL DIRECT AND INDIRECT EXPENSES, INCLUDING SALARY AND BENEFITS OF ITS WHOLLY-OWNED SUBSIDIARY FINRA REGULATION, INC. THE FINANCIAL INFORMATION INCLUDED IN THIS FORM 990 IS PRESENTED ON A STAND-ALONE BASIS. AMOUNTS ALIGNED WITH THE PROGRAMS CONDUCTED UNDER THE GOVERNANCE OF THE FINRA REGULATION REGULATORY POLICY COMMITTEE ARE PRESENTED ON FINRA REGULATION'S FORM 990. THEREFORE, THE STATEMENTS AND SCHEDULES IN THIS FORM DO NOT REPRESENT THE CONSOLIDATED RESULTS FOR FINRA AND ITS SUBSIDIARIES. THE 2020 FORM 990 SHOULD BE READ IN CONJUNCTION WITH FINRA'S 2020 ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE AT WWW.FINRA.ORG/ABOUT/ANNUAL-REPORTS. SEE ALSO SEPARATE 2020 FORMS 990 FOR RELATED ENTITIES, INCLUDING FINRA REGULATION AND FINRA INVESTOR EDUCATION FOUNDATION. Form 990, Part V, Line 1a THE FINANCIAL INDUSTRY REGULATORY AUTHORITY'S FORM 1096 ANNUAL SUMMARY AND TRANSMITTAL OF U.S. INFORMATION RETURNS REPORTS ALL CONTRACTOR PAYMENTS AND APPLICABLE 1099S FOR THE FINANCIAL INDUSTRY REGULATORY AUTHORITY AND FINRA REGULATION. Form 990, Part VI, Line 6 Classes of members or stockholders FINRA IS ORGANIZED AS A NONSTOCK, NOT-FOR-PROFIT, MEMBERSHIP CORPORATION. NO REVENUES OR EARNINGS MAY BE USED FOR THE BENEFIT OF ANY INDIVIDUAL OR MEMBER. ANY REGISTERED BROKER, DEALER, MUNICIPAL SECURITIES BROKER OR DEALER, OR GOVERNMENT SECURITIES BROKER OR DEALER IS ELIGIBLE FOR MEMBERSHIP IN THE CORPORATION, EXCEPT FOR THOSE WHO FAIL OR CEASE TO SATISFY THE CORPORATION'S QUALIFICATION REQUIREMENTS, OR BECOME DISQUALIFIED, OR FAIL TO FILE CERTAIN FORMS AS THE CORPORATION PRESCRIBES. THE MEMBERS OF THE CORPORATION GENERALLY HAVE NO VOTING RIGHTS, OTHER THAN TO VOTE ON (1) AMENDMENTS TO THE BY-LAWS OF THE CORPORATION, (2) BUSINESS RAISED DURING THE ANNUAL OR SPECIAL MEETINGS OF MEMBERS, (3) THE ELECTION OF THE SMALL FIRM, MID-SIZED FIRM AND LARGE FIRM GOVERNORS, OR (4) OTHERWISE PROVIDED BY THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE OR FINRA'S RESTATED CERTIFICATE OF INCORPORATION. Form 990, Part VI, Line 7a Members or stockholders electing members of governing body SMALL FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF SMALL FIRM GOVERNORS, MID-SIZE FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF MID-SIZE FIRM GOVERNORS, AND LARGE FIRM MEMBERS ARE ENTITLED TO VOTE FOR THE ELECTION OF LARGE FIRM GOVERNORS, IN ACCORDANCE WITH THE PROCEDURES FOR SUCH A VOTE AS PROVIDED IN THE CORPORATION'S BY-LAWS AND CERTIFICATE OF INCORPORATION. Form 990, Part VI, Line 7b Decisions requiring approval by members or stockholders THE CORPORATION'S MEMBERS ARE ENTITLED TO VOTE ON ANY AMENDMENT TO THE BY-LAWS OF THE CORPORATION, IN ACCORDANCE WITH THE PROCEDURES FOR SUCH A VOTE AS PROVIDED IN THE CORPORATION'S BY-LAWS AND CERTIFICATE OF INCORPORATION. Form 990, Part VI, Line 11b Review of form 990 by governing body THE FORM 990 WAS REVIEWED BY SENIOR MANAGEMENT AT VARIOUS STEPS THROUGHOUT THE PREPARATION CYCLE. THE AUDIT AND MANAGEMENT COMPENSATION COMMITTEES REVIEWED AND APPROVED THE ORGANIZATION'S 2020 FORM 990 BY UNANIMOUS WRITTEN CONSENT. THE BOARD WAS PROVIDED ACCESS TO THE FINAL FORM 990 FOR REVIEW (VIA A WEBSITE FOR BOARD MEMBERS ONLY) PRIOR TO FILING. Form 990, Part VI, Line 12c Conflict of interest policy THE ORGANIZATION HAS WRITTEN CONFLICT OF INTEREST POLICIES FOR BOARD MEMBERS AND EMPLOYEES. THE WRITTEN CONFLICT OF INTEREST POLICY FOR BOARD MEMBERS REQUIRES INITIAL DISCLOSURE OF INTERESTS THAT COULD GIVE RISE TO CONFLICTS AS WELL AS ANNUAL DISCLOSURE BY THE SAME BOARD MEMBERS. ADDITIONALLY, THE WRITTEN POLICY CONTAINS AN ONGOING OBLIGATION OF BOARD MEMBERS TO DISCLOSE POTENTIAL CONFLICTS OF INTEREST AS THEY ARISE. FINRA'S CODE OF CONDUCT APPLIES TO ALL EMPLOYEES OF FINRA (STAFF AND OFFICERS) AND DEFINES THE EXPECTATION OF EVERYONE WHO ACTS ON FINRA'S BEHALF, INCLUDING CONTRACTORS AND TEMPORARY EMPLOYEES ("TEMPORARY WORKERS"). THE CODE INCLUDES A WRITTEN CONFLICT OF INTEREST POLICY THAT PRECLUDES EMPLOYEES AND TEMPORARY WORKERS FROM HAVING A DIRECT OR INDIRECT INTEREST IN OR RELATIONSHIP WITH ANY ORGANIZATION WHERE THESE INTERESTS COULD CONCEIVABLY: A)HINDER FINRA'S OBJECTIVITY, INDEPENDENCE OR JUDGMENT OR CONDUCT IN CARRYING OUT FINRA'S RESPONSIBILITIES OR B)CREATE THE APPEARANCE OF A CONFLICT. EMPLOYEES AND TEMPORARY WORKERS HAVE AN ONGOING RESPONSIBILITY TO REPORT CONFLICTS UNDER THE CODE. ADDITIONALLY, EMPLOYEES MUST CERTIFY COMPLIANCE WITH THE CODE OF CONDUCT WITHIN 30 DAYS OF HIRE AND ANNUALLY THEREAFTER. EMPLOYEES AND TEMPORARY WORKERS ARE REGULARLY REMINDED OF THE RESOURCES THAT ARE AVAILABLE WHEN THEY ARE UNSURE WHAT TO DO WHEN FACED WITH A CONFLICT. IN ADDITION TO TALKING TO DEPARTMENTAL MANAGEMENT, EMPLOYEES AND TEMPORARY WORKERS CAN DISCUSS CONFLICT-RELATED CONCERNS WITH FINRA'S OFFICE OF GENERAL COUNSEL. IF THEY ARE UNCOMFORTABLE DISCLOSING AN ISSUE AND DISCLOSING THEIR IDENTITY, THEY CAN USE FINRA'S 24-HOUR ETHICSPOINT HOTLINE TO POSE QUESTIONS OR REPORT CONCERNS. FINRA'S WHISTLEBLOWER POLICY FORBIDS RETALIATION FOR INFORMATION OR GOOD-FAITH REPORTS ABOUT ACTUAL OR POSSIBLE VIOLATIONS OF THE CODE OF CONDUCT, FINRA POLICY OR THE LAWS AND REGULATIONS GOVERNING FINRA'S ACTIVITIES. Form 990, Part VI, Line 15a Process to establish compensation of top management official THE MANAGEMENT COMPENSATION COMMITTEE OF THE FINRA BOARD OF GOVERNORS (THE "COMMITTEE") IS RESPONSIBLE FOR SETTING PAY FOR SELECT EXECUTIVES OF FINRA AND OFFICERS OF FINRA REGULATION. THE COMMITTEE IS COMPOSED OF FOUR NON-EMPLOYEE, NON-SECURITIES INDUSTRY MEMBERS OF THE BOARD OF GOVERNORS. THE COMMITTEE MET ON MARCH 11, 2020 TO ESTABLISH INCENTIVE COMPENSATION ATTRIBUTABLE TO THE PERFORMANCE OF SERVICES DURING CALENDAR YEAR 2019 AND TO ESTABLISH BASE SALARIES FOR CALENDAR YEAR 2020. Form 990, Part VI, Line 15b Process to establish compensation of other employees AS A GENERAL POLICY, FINRA HAS DETERMINED ITS COMPETITIVE COMPENSATION POSITIONING SHOULD BE CONSIDERED AGAINST A BROAD SECTION OF FINANCIAL SERVICES COMPANIES, AS THIS SECTOR IS THE MOST LIKELY SECTOR FROM WHICH WE RECRUIT TALENT AND THAT WOULD RECRUIT TALENT AWAY FROM THE COMPANY. WE ALSO BENCHMARK AGAINST GENERAL INDUSTRY POSITIONS AND LAW DEPARTMENTS FOR JOBS THAT ARE NOT UNIQUE TO THE FINANCIAL SERVICES INDUSTRY. THE COMMITTEE ENGAGED A THIRD-PARTY COMPENSATION CONSULTANT, TO PREPARE A COMPENSATION STUDY FOR REVIEW AT THESE MEETINGS. IN DETERMINING A BENCHMARKING STRATEGY FOR KEY EXECUTIVES, FINANCIAL SERVICES ORGANIZATIONS (BROKER-DEALERS, INVESTMENT BANKS, FEDERAL RESERVE BANKS, COMMERCIAL BANKS, INSURANCE COMPANIES, EXCHANGES AND REGULATORS) WERE DETERMINED TO BE THE MOST RELEVANT GROUPS FOR COMPARISON PURPOSES. THE COMMITTEE ENGAGED IN SUBSTANTIAL RESEARCH AND CONSIDERATION OF THE FUNCTIONS AND OPERATIONS OF SEVERAL POTENTIAL COMPARATORS AS WELL AS GENERAL COMPETITIVE CONDITIONS. IN DETERMINING SPECIFIC SALARY AND INCENTIVE COMPENSATION LEVELS FOR OFFICERS AND KEY EMPLOYEES, MANAGEMENT AND THE COMMITTEE CONSIDER: 1) OPERATIONAL RESULTS 2) STRATEGIC INITIATIVES 3) FINANCIAL HEALTH/RESULTS 4) INDIVIDUAL CHARACTERISTICS SUCH AS PERFORMANCE 5) COMPETITIVE COMPENSATION LEVELS AS PREPARED BY A THIRD-PARTY COMPENSATION CONSULTANT. THE COMMITTEE'S MINUTES OF THE MARCH 20, 2020 MEETING WERE REVIEWED AND APPROVED AS ACCURATE AND COMPLETE. THE FULL BOARD FURTHER APPROVED THE 2019 INCENTIVE COMPENSATION OF THE CEO AT ITS MEETING ON MARCH 11, 2020. ALL COMPENSATION COMMITTEE MEMBERS VOTED FOR THE PROPOSED LEVEL OF EXECUTIVE COMPENSATION. Form 990, Part VI, Line 19 Required documents available to the public THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND THE FINRA CONSOLIDATED AUDITED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. Form 990, Part VII, Section A, Line 1a FORM 990, PART VII, LINE 1A THE OFFICERS / KEY EMPLOYEES LISTED IN FORM 990, PART VII, COLUMN B, DEVOTE AN AVERAGE TOTAL OF 60 HOURS PER WEEK TO THE FILING ORGANIZATION AND ANY OR ALL OF THE FOLLOWING RELATED ORGANIZATIONS: FINRA REGULATION, INC., AND FINRA INVESTOR EDUCATION FOUNDATION. Form 990, Part VII, Section A, Line 1a ONLY THOSE PERMANENT, NON-ADMINISTRATIVE, FULL-TIME EMPLOYEES WITH A DIRECT REPORTING RELATIONSHIP TO THE CEO ARE CONSIDERED KEY EMPLOYEES FOR PURPOSES OF THE FINRA FORM 990. THIS MAY RESULT IN AN ACTIVE EMPLOYEE BEING DESIGNATED AS FORMER AS REPORTING RELATIONSHIPS MAY CHANGE OVER TIME. Form 990, Part VIII, Line 2f Other Program Service Revenue - Total Revenue: 402050, Related or Exempt Function Revenue: 402050, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ; Form 990, Part XI, Line 9 Other changes in net assets or fund balances OTHER CHANGES IN NET ASSETS OR FUND BALANCES PRIMARILY RELATE TO ANY OR ALL OF THE FOLLOWING: CHANGES IN NET ASSETS/LIABILITIES, UNRECOGNIZED EMPLOYEE BENEFIT PLAN AMOUNTS AND ELIMINATION OF INTER-COMPANY TRANSACTIONS. FOR ADDITIONAL INFORMATION PLEASE SEE THE 2020 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE AT WWW.FINRA.ORG/ABOUT/ANNUAL-REPORTS. - XXX-XX-XXXX; FINRA CAT LLC 1735 K STREET NW WASHINGTON DC 200061506 833874468 REGULATORY DE 90109681 67710893 FINRA INC FINRA TECHONOLOGY SERVICES LLC 1735 K Street NW Washington DC 20006 TECHNOLOGY RESOURCES DE 0 0 FINRA INC 1239524 BC UNLIMITED LIABILITY COMPANY 5500 BURRARD STREET VANCOUVER BRITISH COLUMBIA CA V6C2B5 TECHNOLOGY RESOURCES CA 0 0 FINRA TECHONOLOGY SERVICES LLC Finra Regulation Inc 1735 K Street NW Washington DC 20006 521959501 Regulatory DE 501(c)(6) FINRA true FINRA INVESTOR EDUCATION FOUNDATION 1735 K STREET NW Washington DC 20006 200863779 Education DE 501(c)(4) Finra true Highvista Designated Portfolio 200 Clarendon ST Boston MA 02116 824716807 Investment DE FINRA INC Excluded 17057027 252653218 false 1171447 false 1 false false false false false false false false false false false false false false true true true true true FINRA REGULATION INC O 450627929 COST FINRA REGULATION INC N 105772413 COST FINRA INVESTOR EDUCATION FOUNDATION INC O 2688328 FMV FINRA INVESTOR EDUCATION FOUNDATION INC Q 222208 COST HIGH VISTA DESIGNATED PORTFOLIO R 4000000 COST HIGHVISTA DESIGNATED PORTFOLIO S 21545000 FMV