2025-08-07T15:27:07-05:00 2024-09-30 991856619 GRANT THORNTON ADVISORS LLC 1000 WILSON BOULEVARD SUITE 1500 ARLINGTON VA 22209 990 2023-10-01 521042433 MUNICIPAL SECURITIES RULEMAKING BOARD MUNI 2028381500 1300 I STREET NW STE 1000 WASHINGTON DC 20005 MARK T KIM CEO 2028381500 2025-08-07 1 0 MARY TORRETTA P00847851 7038477500 2023 2025-03-06 01:10:19Z MARK T KIM 1300 I STREET NW STE 1000 WASHINGTON DC 20005 56090410 0 X WWW.MSRB.ORG X 1975 VA SEE SCHEDULE O 15 15 148 0 0 0 44979616 51015785 2821822 3831775 788355 1195868 4260 7007 48594053 56050435 0 0 0 0 25413895 26905164 0 0 0 21466092 22246094 46879987 49151258 1714066 6899177 76222195 84065143 17515794 17055530 58706401 67009613 X SEE SCHEDULE O 0 0 MARKET REGULATION: MSRB WAS ESTABLISHED BY CONGRESS TO REGULATE SECURITIES FIRMS, BANKS AND MUNICIPAL ADVISORS THAT TRANSACT IN MUNICIPAL SECURITIES AND ENGAGE IN MUNICIPAL ADVISORY ACTIVITIES (COLLECTIVELY "REGULATED ENTITIES") WITH THE GOAL OF PROTECTING INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. (CONTINUED ON SCHEDULE O)MSRB'S REGULATORY ACCOMPLISHMENTS IN FISCAL YEAR (FY) 2024 INCLUDE: - MSRB RECEIVED SEC APPROVAL TO AMEND MSRB RULE G-47, ON TIME OF TRADE DISCLOSURE, TO PROVIDE THREE NEW TIME OF TRADE DISCLOSURE SCENARIOS AND TO CODIFY, CONSOLIDATE AND RETIRE CERTAIN INTERPRETIVE GUIDANCE.- MSRB AMENDED MSRB RULE G-27 TO ALLOW DEALERS TO CONDUCT REMOTE OFFICE INSPECTIONS OF OFFICES AND LOCATIONS DURING A THREE-YEAR PILOT PROGRAM AND TO ALLOW FINRA-MEMBER DEALERS TO DESIGNATE AN ASSOCIATED PERSON'S PRIVATE RESIDENCE WHERE SUPERVISORY ACTIVITIES ARE CONDUCTED AS A RESIDENTIAL SUPERVISORY LOCATION, ALIGNING WITH AMENDMENTS BY THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA). MARKET TRANSPARENCY: MSRB COLLECTS MUNICIPAL MARKET DATA AND DISCLOSURE DOCUMENTS FROM REGULATED ENTITIES, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND/OR THEIR AGENTS. MSRB PROMOTES MARKET TRANSPARENCY AND EFFICIENCY BY MAKING THIS INFORMATION AVAILABLE TO THE PUBLIC, FREE OF CHARGE, ON ITS ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE AT EMMA.MSRB.ORG. (CONTINUED ON SCHEDULE O)IN 2024, MSRB MADE SEVERAL ENHANCEMENTS TO ITS EMMA WEBSITE, INCLUDING THE ADDITION OF A NEW AAA-RATED MUNICIPAL YIELD CURVE, WHICH IS UPDATED HOURLY. MSRB ALSO IMPROVED THE TRANSPARENCY OF DISCLOSURE INFORMATION AVAILABLE TO MARKET PARTICIPANTS BY CLARIFYING WHETHER THE ISSUER OR THE OBLIGATED PERSON ASSOCIATED WITH A MUNICIPAL BOND ISSUE HAS AGREED TO PROVIDE DISCLOSURE INFORMATION AS REQUIRED BY SEC RULE 15C2-12. IN 2025, MSRB EXPECTS TO LAUNCH A MODERNIZED EMMA FEATURING A REDESIGNED USER INTERFACE AND USER EXPERIENCE, ONE THAT WILL ALLOW A MORE PERSONALIZED EXPERIENCE, IMPROVED NAVIGATION AND ENHANCED SEARCH FEATURES AND FUNCTIONALITY. THIS HAS BEEN A MULTI-YEAR ENDEAVOR, WHICH HAS BENEFITED FROM EXTENSIVE INPUT FROM A WIDE VARIETY OF MARKET PARTICIPANTS. MARKET INTEGRITY: MSRB REGULARLY ANALYZES THE DATA IT COLLECTS TO IDENTIFY TRENDS AND INFORM REGULATORY DECISION MAKING, AND PUBLISHES RESEARCH TO ASSIST POLICYMAKERS, MARKET PARTICIPANTS AND THE PUBLIC IN UNDERSTANDING THE MUNICIPAL SECURITIES MARKET. (CONTINUED ON SCHEDULE O)RESEARCH REPORTS PUBLISHED OVER THE PAST YEAR COVERED A VARIETY OF TOPICS INCLUDING:- AN ANALYSIS OF PRIMARY VS. RECENTLY ISSUED AND COMPETITIVE VS. NEGOTIATED MUNICIPAL SECURITIES MARKETS- AN ANALYSIS OF THE TIMING OF ANNUAL FINANCIAL DISCLOSURES BY ISSUERS OF MUNICIPAL SECURITIES- A REVIEW OF RECENT DEVELOPMENTS IN PRE-TRADE MARKET ACTIVITY IN MUNICIPAL SECURITIES- A REVIEW OF TRADING PATTERNS IN THE MUNICIPAL SECURITIES MARKET- QUARTERLY AND ANNUAL SUMMARIES OF DEVELOPMENTS IN THE MUNICIPAL SECURITIES MARKETIN ADDITION, CONSISTENT WITH ITS MANDATE TO PROTECT INVESTORS, ISSUERS AND THE PUBLIC INTEREST, MSRB PROVIDES OBJECTIVE MUNICIPAL MARKET EDUCATION, OFFERING FREE EDUCATIONAL RESOURCES TO HELP INVESTORS, ISSUERS AND OTHER MARKET PARTICIPANTS MAKE INFORMED DECISIONS. CONTINUING ITS EFFORT TO IMPROVE THE ACCESSIBILITY OF INFORMATION IN ITS ONLINE EDUCATION CENTER, MSRB PUBLISHED A SERIES OF NEW WEB PAGES TO STREAMLINE ITS EXISTING CONTENT, MAKING IT EASIER FOR MARKET PARTICIPANTS TO ACCESS AND UNDERSTAND. MSRB ALSO REVISED ITS PROFESSIONAL QUALIFICATIONS WEB PAGES, PROVIDING MORE DETAILED INFORMATION AND BREAKING UP THE CONTENT TO MAKE IT EASIER FOR DEALERS AND MUNICIPAL ADVISORS TO FIND RELEVANT INFORMATION ABOUT QUALIFICATIONS, EXAMS AND CONTINUING EDUCATION. FINANCIAL STEWARDSHIP: AS A SELF REGULATORY ORGANIZATION, MSRB RELIES ON FEES PAID BY REGULATED ENTITIES TO FUND ITS OPERATIONS AS OPPOSED TO APPROPRIATIONS FROM THE FEDERAL GOVERNMENT. MSRB IS COMMITTED TO PRUDENT STEWARDSHIP OF THE RESOURCES IT RECEIVES FROM REGULATED ENTITIES.MSRB RECOGNIZES AND UPHOLDS ITS COMMITMENT TO MAINTAINING REASONABLE FEES THAT ARE NECESSARY OR APPROPRIATE TO ADVANCE ITS CONGRESSIONAL MANDATE. TO THIS END, MSRB ISSUED A REQUEST FOR INFORMATION IN FY 2024 SOLICITING STAKEHOLDER FEEDBACK TO INFORM POTENTIAL MODIFICATIONS TO ITS FEE-SETTING PROCESS AND RATE CARD MODEL. 0 0 0 1 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 64 0 1 148 1 0 0 0 0 0 0 0 0 X 15 15 0 0 0 0 0 0 1 1 1 0 0 1 1 1 1 1 1 1 0 0 DC X X BONNIE MOYNIHAN 2028381500 1300 I STREET NW SUITE 1000 WASHINGTON DC 20005 MEREDITH L HATHORN DIRECTOR, BOARD CHAIR 8.00 0.00 X X 105000 0 0 ANGELIA SCHMIDT DIR, BOARD VICE CHAIR(AS OF 10/2023) 6.00 0.00 X X 76250 0 0 JENNIE HUANG BENNETT DIRECTOR 6.00 0.00 X 75000 0 0 THALIA MEEHAN DIRECTOR 6.00 0.00 X 72500 0 0 WARREN DANIELS DIRECTOR 6.00 0.00 X 67500 0 0 KATANO KASAINE DIRECTOR 6.00 0.00 X 67500 0 0 HORATIO L PORTER DIRECTOR 6.00 0.00 X 67500 0 0 DAVID F BELTON DIRECTOR 6.00 0.00 X 65000 0 0 NATASHA A HOLIDAY DIRECTOR 6.00 0.00 X 65000 0 0 ELIZABETH SWEENEY DIRECTOR 6.00 0.00 X 65000 0 0 ALEXANDER CHILTON DIRECTOR (AS OF 10/2023) 6.00 0.00 X 16250 0 0 MICHAEL CRAFT DIRECTOR (AS OF 10/2023) 6.00 0.00 X 16250 0 0 PAMELA FREDERICK DIRECTOR (AS OF 10/2023) 6.00 0.00 X 16250 0 0 WENDELL GAERTNER DIRECTOR (AS OF 10/2023) 6.00 0.00 X 16250 0 0 CHRIS KENDALL DIRECTOR (AS OF 10/2023) 6.00 0.00 X 16250 0 0 MARK T KIM PRESIDENT AND CEO 40.00 0.00 X 721384 0 61597 OMER AHMED CHIEF FINANCIAL OFFICER 40.00 0.00 X 304894 0 61644 RONALD SMITH CORPORATE SECRETARY 40.00 0.00 X 270971 0 36562 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 40.00 0.00 X 513519 0 67954 JACOB LESSER GENERAL COUNSEL 40.00 0.00 X 467611 0 25606 BRIAN ANTHONY CHIEF PRODUCT OFFICER 40.00 0.00 X 396117 0 57068 JOHN TOYE CHIEF INFORMATON OFFICER 40.00 0.00 X 355359 0 62416 TANGIE DAVIS CHIEF OF STAFF (AS OF 08/2024) 40.00 0.00 X 323363 0 45318 SALIHA OLGUN INTERIM CHIEF REG OFF.(THRU 10/2023) 40.00 0.00 X 304677 0 60919 JILL FURICK CHIEF PEOPLE OFFICER (THRU 12/2023) 40.00 0.00 X 320283 0 39119 LEAH SZAREK CHIEF OF EXT. RELAT.(THRU 12/2023) 40.00 0.00 X 316006 0 30097 IJEOMA LASEBIKAN DIRECTOR, HUMAN RESOURCES 40.00 0.00 X 161371 0 46493 ERNESTO LANZA CHIEF REGULATORY & POLICY OFFICER 40.00 0.00 X 170553 0 19696 SIMON WU CHIEF ECONOMIST 40.00 0.00 X 324903 0 40791 SALLY KLEMPERER SENIOR ASSOCIATE GENERAL COUNSEL 40.00 0.00 X 314053 0 45436 MARCELO VIEIRA SENIOR DIR, RESEARCH & MRKT TRANSP. 40.00 0.00 X 290647 0 30439 BONNIE MOYNIHAN CONTROLLER 40.00 0.00 X 258772 0 29146 SHAMBREIA JOINER SR. DIRECTOR, REGULATORY COMPL. 40.00 0.00 X 262093 0 39158 CAROL KOSTIK FORMER DIRECTOR, BOARD VICE CHAIR 0.00 0.00 X 67500 0 0 FRANCIS E FAIRMAN IV FORMER DIRECTOR 0.00 0.00 X 48750 0 0 DANIEL KILEY FORMER DIRECTOR 0.00 0.00 X 48750 0 0 DONNA M SIMONETTI FORMER DIRECTOR 0.00 0.00 X 48750 0 0 JILL JAWORSKI FORMER DIRECTOR 0.00 0.00 X 27291 0 0 JERRY W FORD FORMER DIRECTOR 0.00 0.00 X 19277 0 0 SARA MAJROH FMR. OFF./SR. MGR., CORP. GOVERNANCE 40.00 0.00 X 192198 0 28166 JESSICA FAUCETTE FMR. OFF/SR. GOVT. & PUBLIC AFF. 40.00 0.00 X 108120 0 19998 NANETTE LAWSON FORMER CHIEF OPERATING OFFICER 0.00 0.00 X 321119 0 47605 EMMETT CUSSON FORMER CHIEF TECHNOLOGY OFFICER 0.00 0.00 X 153586 0 9641 GAIL MARSHALL FORMER CHIEF REGULATORY OFFICER 0.00 0.00 X 122083 0 15448 8041500 0 920317 101 1 1 0 AMAZON WEB SERVICES INC 410 TERRY AVENUE NORTH SEATTLE WA 98109 CLOUD SERVICE PROVIDER 4667123 HITACHI DIGITAL SERVICES LLC 2535 AUGUSTINE DRIVE SANTA CLARA CA 95054 SOFTWARE DEVELOPMENT 2192846 CC PACE SYSTEMS INC 4100 MONUMENT CORNER DRIVE SUITE 4 FAIRFAX VA 22030 SOFTWARE DEVLOPMENT 1613329 ACCENTURE FEDERAL SERVICES 800 CONNECTICUT AVE NW SUITE 600 WASHINGTON DC 20006 SOFTWARE DEVELOPMENT 1429763 ARSHIL LLC 41940 PADDOCK GATE PL ASHBURN VA 20148 SOFTWARE DEVELOPMENT 432099 16 51015785 51015785 DATA SUBSCRIPTIONS 900099 2623706 2623706 RULE VIOLATION FNE REV 900099 920264 920264 PRO. QUAL. EXAM FEES 900099 287805 287805 3831775 1206838 1206838 29005 0 39975 29005 -39975 -10970 -10970 OTHER INCOME 900099 7007 7007 7007 56050435 3838782 0 1195868 6465416 16415166 1207641 1347588 1469353 23472 387451 60000 4120151 461045 7235561 2450112 395036 249475 200 4532847 363902 DATA & INFORMATION SVCS 1247544 PROPERTY & OTHER TAXES 307691 DUES, REGIS., TRAIN. 167222 SUBSCRIPTION & PUBLI. 146411 97974 49151258 893788 1107904 10051538 10428429 6946227 8656105 2063241 2276125 62679197 44464216 17133695 18214981 32025252 36907646 0 0 0 0 7108454 6473953 76222195 84065143 5224606 5907638 359508 336070 11931680 10811822 17515794 17055530 X 58706401 67009613 58706401 67009613 76222195 84065143 6899177 1404035 0 X 0 1 X 1 0 0 0 0 0 0 0 51015785 60000 60000 60000 0 4443677 2567958 1875719 1483904 1293404 190500 56751616 40602854 16148762 18214981 OPERATING LEASE ROU ASSET 6473953 6473953 CAPITAL LEASE LIABILITY 1187 OPERATING LEASE LIABILITY 10810635 10811822 X 57478557 1404035 1404035 56074522 15888 -39975 -24087 56050435 49175345 39975 39975 49135370 15888 15888 49151258 PART X, LINE 2: FIN 48 (ASC 740) 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 2021 TO 2024, 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. PART XI, LINE 4B - OTHER ADJUSTMENTS: LOSS FROM SALE OF ASSETS -39,975. PART XII, LINE 2D - OTHER ADJUSTMENTS: LOSS FROM SALE OF ASSETS 39,975. X 1 1 X X X X X 0 0 0 MARK T KIM PRESIDENT AND CEO 627384 0 94000 0 0 0 26400 0 35197 0 782981 0 0 0 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 446019 0 67500 0 0 0 29700 0 38254 0 581473 0 0 0 JACOB LESSER GENERAL COUNSEL 407611 0 60000 0 0 0 22696 0 2910 0 493217 0 0 0 BRIAN ANTHONY CHIEF PRODUCT OFFICER 346117 0 50000 0 0 0 23504 0 33564 0 453185 0 0 0 JOHN TOYE CHIEF INFORMATON OFFICER 304659 0 50700 0 0 0 31152 0 31264 0 417775 0 0 0 NANETTE LAWSON FORMER CHIEF OPERATING OFFICER 321119 0 0 0 0 0 21375 0 26230 0 368724 0 0 0 TANGIE DAVIS CHIEF OF STAFF (AS OF 08/2024) 293828 0 29300 0 235 0 29125 0 16193 0 368681 0 0 0 OMER AHMED CHIEF FINANCIAL OFFICER 270494 0 34400 0 0 0 26957 0 34687 0 366538 0 0 0 SIMON WU CHIEF ECONOMIST 295028 0 29500 0 375 0 25588 0 15203 0 365694 0 0 0 SALIHA OLGUN INTERIM CHIEF REG OFF.(THRU 10/2023) 255877 0 48800 0 0 0 32175 0 28744 0 365596 0 0 0 SALLY KLEMPERER SENIOR ASSOCIATE GENERAL COUNSEL 285853 0 28100 0 100 0 27625 0 17811 0 359489 0 0 0 JILL FURICK CHIEF PEOPLE OFFICER (THRU 12/2023) 285183 0 35100 0 0 0 26230 0 12889 0 359402 0 0 0 LEAH SZAREK CHIEF OF EXT. RELAT.(THRU 12/2023) 287006 0 29000 0 0 0 27464 0 2633 0 346103 0 0 0 MARCELO VIEIRA SENIOR DIR, RESEARCH & MRKT TRANSP. 264547 0 26100 0 0 0 25564 0 4875 0 321086 0 0 0 RONALD SMITH CORPORATE SECRETARY 241969 0 29000 0 2 0 23652 0 12910 0 307533 0 0 0 SHAMBREIA JOINER SR. DIRECTOR, REGULATORY COMPL. 238193 0 23900 0 0 0 23454 0 15704 0 301251 0 0 0 BONNIE MOYNIHAN CONTROLLER 235347 0 23300 0 125 0 22879 0 6267 0 287918 0 0 0 SARA MAJROH FMR. OFF./SR. MGR., CORP. GOVERNANCE 180348 0 11600 0 250 0 17504 0 10662 0 220364 0 0 0 IJEOMA LASEBIKAN DIRECTOR, HUMAN RESOURCES 135411 0 25700 0 260 0 12295 0 34198 0 207864 0 0 0 ERNESTO LANZA CHIEF REGULATORY & POLICY OFFICER 145553 0 25000 0 0 0 6715 0 12981 0 190249 0 0 0 EMMETT CUSSON FORMER CHIEF TECHNOLOGY OFFICER 153586 0 0 0 0 0 7915 0 1726 0 163227 0 0 0 GAIL MARSHALL FORMER CHIEF REGULATORY OFFICER 122083 0 0 0 0 0 7269 0 8179 0 137531 0 0 0 JESSICA FAUCETTE FMR. OFF/SR. GOVT. & PUBLIC AFF. 102440 0 5600 0 80 0 9384 0 10614 0 128118 0 0 0 CAROL KOSTIK FORMER DIRECTOR, BOARD VICE CHAIR 67500 0 0 0 0 0 0 0 0 0 67500 0 0 0 FRANCIS E FAIRMAN IV FORMER DIRECTOR 48750 0 0 0 0 0 0 0 0 0 48750 0 0 0 DANIEL KILEY FORMER DIRECTOR 48750 0 0 0 0 0 0 0 0 0 48750 0 0 0 DONNA M SIMONETTI FORMER DIRECTOR 48750 0 0 0 0 0 0 0 0 0 48750 0 0 0 JILL JAWORSKI FORMER DIRECTOR 27291 0 0 0 0 0 0 0 0 0 27291 0 0 0 JERRY W FORD FORMER DIRECTOR 19277 0 0 0 0 0 0 0 0 0 19277 0 0 0 PART I, LINE 1A ADDITIONAL BENEFITS PROVIDED: THE MSRB REIMBURSES BOARD MEMBERS, THE CHIEF EXECUTIVE OFFICER, AND ALL OTHER EMPLOYEES 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 FOR THE USE OF BUSINESS CLASS WHEN AVAILABLE, OR IF ONLY TWO CLASSES OF SERVICE ARE OFFERED, FIRST CLASS. 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 I, LINE 1 THE MSRB PROTECTS INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS, AND THE PUBLIC INTEREST BY PROMOTING A FAIR AND EFFICIENT MUNICIPAL SECURITIES MARKET. FORM 990, PART III, LINE 1 MSRB'S MISSION 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 THE INVESTING PUBLIC AND OTHER MARKET PARTICIPANTS. -WE SERVE AS THE OFFICIAL SOURCE OF MARKET DATA THAT EMPOWERS BETTER DECISION MAKING AND FUELS INNOVATION FOR THE FUTURE. FORM 990, PART VI, SECTION A, LINE 7B DECISIONS REQUIRING APPROVAL BY MEMBERS OR STOCKHOLDERS: 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, SECTION B, LINE 11B REVIEW OF FORM 990 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 01/27/2025 AND THE BOARD OF DIRECTORS CONDUCTED ITS REVIEW ON 01/29/2025. FORM 990, PART VI, SECTION B, LINE 12C THE MSRB MAINTAINS CONFLICTS OF INTEREST, CODE OF CONDUCT, AND WHISTLEBLOWER POLICIES FOR ITS BOARD AND STAFF. 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, SECTION B, LINE 15A PROCESS OF DETERMING COMPENSATION: 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 07/24/2024. 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 DOCUMENTS AVAILABLE TO THE PUBLIC: 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.