2020-11-11T15:50:56-06:00 2019-12-31 GRANT THORNTON LLP 171 N CLARK ST SUITE 200 CHICAGO IL 60601 990 2019-01-01 274813461 NAVY PIER INC % JEFFREY BROWN NAVY 3125957437 600 EAST GRAND AVENUE CHICAGO IL 606113419 MARILYNN GARDNER PRESIDENT/CEO 3125957437 2020-11-16 true BRIDGET ROCHE P00666837 3128560200 2020-11-16 73.56.37.203 36941220203165000010 2020-11-11 P ED62136CBAF7791804DADA9FB361120454258D6A F8306F71E418E9BDEF75945ECB03CE8025C19347 2019 2021-01-29 14:40:06Z MARILYNN GARDNER 600 EAST GRAND AVENUE CHICAGO IL 606113419 65116822 false X WWW.NAVYPIER.ORG X 2011 IL NAVY PIER, CHICAGO'S ICONIC LAKEFRONT DESTINATION AND CULTURAL INSTITUTION, IS AN ALL-WELCOMING, YEAR-ROUND CIVIC SPACE, OFFERING UNIQUE DINING, RETAIL, ENTERTAINMENT (SEE SCH O) 35 34 940 69 0 0 2065425 2402511 54039780 55740423 442016 226024 0 140134 56547221 58509092 0 0 0 0 15418607 15342506 0 0 1350493 46618734 45999287 62037341 61341793 -5490120 -2832701 208890332 209784547 77986747 82426622 130903585 127357925 X NAVY PIER IS THE PEOPLE'S PIER, CHICAGO'S LAKEFRONT TREASURE, WELCOMING ALL AND OFFERING DYNAMIC AND ECLECTIC EXPERIENCES THROUGH PARTNERSHIPS AND PROGRAMS THAT INSPIRE DISCOVERY AND WONDER. false false 54193095 0 55740423 NAVY PIER IS AN ICONIC CIVIC SPACE AND TREASURED RESOURCE FOR THE COMMUNITY, UNIQUELY SITUATED ADJACENT TO THE MOUTH OF THE CHICAGO RIVER AND ON CHICAGO'S MAJESTIC LAKEFRONT. AS THE PEOPLE'S PIER, NAVY PIER WELCOMES ALL AND INSPIRES DISCOVERY AND WONDER THROUGH PARTNERSHIPS AND PROGRAMS ALL YEAR ROUND. THE PIER'S FREE, YEAR-ROUND ARTS AND CULTURAL PROGRAMMING IS DESIGNED TO INSPIRE, EDUCATE AND CONNECT GUESTS ACROSS THE CITY AND GLOBE. (CONTINUED IN SCHEDULE O). 54193095 true true false false false false false false false false true false false false true true true false false false false false false false true false false false false true true true false false false false false false false true false true false false false false false false false false true 384 0 true 940 true false false false false false true true false false false false false false X 35 34 false false true false false true false true true false false true true true true true true true true false IL X X X JEFFREY BROWN 3125955205 600 EAST GRAND AVENUE CHICAGO IL 606113419 Marilynn Gardner President & CEO 37.5 0.0 X X 534300 0 49685 Brian Murphy Chief Operating Officer 37.5 0.0 X 353298 0 48985 Patrick Sheahan Chief Dev. Ofcr. (THRU 11/19) 37.5 0.0 X 358132 0 28239 Daniel P Blondin EVP & General Counsel 37.5 0.0 X 287738 0 41090 Michelle Boone Chief Program Officer 37.5 0.0 X 296207 0 26232 Steve Haemmerle EVP Construction & Design 37.5 0.0 X 275818 0 36685 Gregory Duntz VP Construction 37.5 0.0 X 238245 0 46546 Jeffrey Brown CFO & Asst. Treasurer 37.5 0.0 X 231958 0 51476 Michael Degnan SVP Operations 37.5 0.0 X 218584 0 46125 Chona Maglaya Asst. Secretary 37.5 0.0 X 107358 0 31115 William J Brodsky Chairperson 5.0 0.0 X X 0 0 0 Norman R Bobins Vice ChairPERSON 5.0 0.0 X X 0 0 0 Sarah Nava Garvey Treasurer 5.0 0.0 X X 0 0 0 Michelle Collins Secretary 5.0 0.0 X X 0 0 0 Lisa KONIK Aronin Director 1.0 0.0 X 0 0 0 Berle Blitstein Director 1.0 0.0 X 0 0 0 Douglas R Brown Director 1.0 0.0 X 0 0 0 Devon Bruce Director 1.0 0.0 X 0 0 0 John Bucksbaum Director 1.0 0.0 X 0 0 0 GISSELLE CASTILLO-VERM Director 1.0 0.0 X 0 0 0 Gery Chico Director 1.0 0.0 X 0 0 0 Larita Clark EX-OFFICIO (AS OF 10/2019) 1.0 0.0 X 0 0 0 Pamela Culpepper Director (THRU 11/2019) 1.0 0.0 X 0 0 0 Nora Daley Director 1.0 0.0 X 0 0 0 Patrick F Daly Director 1.0 0.0 X 0 0 0 Sandra P Guthman Director 1.0 0.0 X 0 0 0 Dean Harrison Director 1.0 0.0 X 0 0 0 Brett Hart EX-OFFICIO 1.0 0.0 X 0 0 0 Lori Healey EX-OFFICIO (thru 10/2019) 1.0 0.0 X 0 0 0 Emily Heisley Stoeckel Director (AS OF 02/2019) 1.0 0.0 X 0 0 0 Roger J Kiley Jr EX-OFFICIO 1.0 0.0 X 0 0 0 Steve Koch Director 1.0 0.0 X 0 0 0 Donna LaPietra Director 1.0 0.0 X 0 0 0 Charles R Matthews Director 1.0 0.0 X 0 0 0 Michael O'Rourke Director 1.0 0.0 X 0 0 0 Terry Peterson Director 1.0 0.0 X 0 0 0 Richard Price Director (AS OF 02/2019) 1.0 0.0 X 0 0 0 Jorge Ramirez Director 1.0 0.0 X 0 0 0 Bridget Reidy Director (AS OF 02/2019) 1.0 0.0 X 0 0 0 Sandra Reynolds Director 1.0 0.0 X 0 0 0 John Schmidt Director 1.0 0.0 X 0 0 0 Smita Shah Director (AS OF 02/2019) 1.0 0.0 X 0 0 0 John Simpson Director (AS OF 08/2019) 1.0 0.0 X 0 0 0 Jennifer Steans Director 1.0 0.0 X 0 0 0 Michael Toolis Director 1.0 0.0 X 0 0 0 Kelly Welsh Director (AS OF 02/2019) 1.0 0.0 X 0 0 0 2901638 0 406178 32 false true false Aramark Globetrotters LLC 2301 south Michigan Avenue CHICAGO IL 60616 Housekeeping 3084854 Allied Universal Security 55 East Jackson Boulevard CHICAGO IL 60604 Security 2658181 James McHugh Construction Company 1737 South Michigan Avenue CHICAGO IL 60616 Construction 2381463 ABM PARKING SERVICES 180 NORTH LASALLE STREET CHICAGO IL 60601 PARKING 2357994 SPURRIER GROUP LLC 101 SOUTH 15TH STREET RICHMOND VA 23219 ADVERTISING 1678340 50 1369380 100000 933131 154534 2402511 RETAIL 453220 15859406 15859406 0 0 PUBLIC PARKING 480000 11557512 11557512 0 0 PIER PARK AMUSEMENTS 713110 13587640 13587640 0 0 USE OF EXHIBITION FACILITIES 532000 7889929 7889929 0 0 PROGRAM EVENTS 900099 2827679 2827679 0 0 4018257 4018257 0 0 55740423 291107 291107 0 0 0 0 0 6021000 25299 6019307 92075 1693 -66776 -65083 -65083 153636 1369380 496348 -342712 -342712 0 0 0 0 0 0 MISCELLANEOUS 900099 482846 482846 482846 58509092 55740423 0 366158 X 0 0 0 0 1795027 1408656 386371 0 9946753 7879888 1736459 330406 1217890 1112343 90309 15237 1387643 1182543 127656 77444 995193 770298 180888 44007 10577330 10384354 45984 146992 141945 141945 135100 135100 0 0 0 9394136 8433053 959554 1529 3424150 3365695 13474 44981 992453 939691 39926 12836 423476 267200 143146 13130 0 6419030 5922569 407308 89153 265723 91783 83884 90056 0 0 2083555 2053018 20358 10179 0 9967370 9818002 99579 49789 1704729 1614521 82661 7547 DUES AND SUBSCRIPTIONS 76250 41780 27668 6802 TRAINING 50477 8740 24668 17069 . 0 . 0 343563 307617 28981 6965 61341793 54193095 5798205 1350493 8051223 3352615 8029110 22810247 1187900 1220726 2951728 2025107 0 0 0 0 0 0 0 0 1084872 1142258 214620141 36347072 181658349 178273069 5927150 960525 0 0 0 0 0 0 0 0 208890332 209784547 11364608 9357494 0 0 7707635 7333615 43181525 40965390 0 0 0 0 14725000 22771463 0 0 1007979 1998660 77986747 82426622 X 129419684 126267698 1483901 1090227 130903585 127357925 208890332 209784547 X -2832701 -209 -712750 X false true X true false X 25957412 16342383 8870634 2065425 2402511 55638365 0 0 25957412 16342383 8870634 2065425 2402511 55638365 1059839 54578526 111080 100460 20420 443764 291107 966831 32112 12915 45027 814823 210000 636482 1661305 58311528 267743222 0.93598 0.84740 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 178875018 27691828 151183190 32003965 7596861 24407104 3741158 1058383 2682775 178273069 0 ADVANCED DEPOSITS 1025873 SWAP LIABILITY 972787 1998660 X 58782384 -209 489903 -712750 -223056 59005440 -496348 -496348 58509092 62328044 489903 496348 986251 61341793 61341793 SCHEDULE D, PART X, LINE 2 NPI IS EXEMPT FROM FEDERAL INCOME TAXATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC). NPI HAS ADOPTED THE REQUIREMENTS FOR ACCOUNTING FOR UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ACCOUNTING STANDARDS CODIFICATION (ASC) SUBTOPIC 740-10, INCOME TAXES - OVERALL. NPI IS SUBJECT TO INCOME TAXES ONLY ON INCOME DETERMINED TO BE UNRELATED BUSINESS INCOME. MANAGEMENT BELIEVES THERE ARE NO MATERIAL UNCERTAIN TAX POSITIONS THAT REQUIRE RECOGNITION IN THE ACCOMPANYING FINANCIAL STATEMENTS. NPI HAS A POLICY TO RECORD INTEREST AND PENALTIES (IF ANY) RELATED TO INCOME TAX MATTERS IN INCOME TAX EXPENSE. NPI RECOGNIZED NO INTEREST OR PENALTIES FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018. SCHEDULE D, PART XI, LINE 2D CHANGE IN VALUE OF SWAP: ($712,750) Schedule D, Part XI, Line 4b Fundraising Expenses: ($496,348) Schedule D, Part XII, Line 2d Fundraising Expenses: $496,348 Gala 1347016 1266016 81000 102372 86029 8810 223895 Cheer at Pier 176000 103364 72636 69833 2530 2879 0 1523016 1369380 153636 102372 155862 11340 226774 496348 -342712 X X X X X true false false false false false false true false Marilynn Gardner President & CEO 405147 0 125582 0 3571 0 16800 0 32885 0 583985 0 0 0 Brian Murphy Chief Operating Officer 276483 0 74265 0 2550 0 16800 0 32185 0 402283 0 0 0 Patrick Sheahan Chief Dev. Ofcr. (THRU 11/19) 239294 59850 58988 16800 11439 386371 0 0 Daniel P Blondin EVP & General Counsel 224284 0 60702 0 2752 0 16800 0 24290 0 328828 0 0 0 Michelle Boone Chief Program Officer 236994 0 52290 0 6923 0 16355 0 9876 0 322438 0 0 0 Steve Haemmerle EVP Construction & Design 45163 0 53494 0 177161 0 8126 0 28559 0 312503 0 0 0 Jeffrey Brown CFO & Asst. Treasurer 189782 0 35649 0 6527 0 14618 0 36858 0 283434 0 0 0 Gregory Duntz VP Construction 206237 0 31824 0 184 0 14708 0 31838 0 284791 0 0 0 Michael Degnan SVP Operations 187588 0 30593 0 403 0 13351 0 32774 0 264709 0 0 0 SCHEDULE J, PART I, LINE 4A SEVERANCE PAYMENTS TWO SENIOR LEADERS OF NAVY PIER, INC. RECEIVED SEVERANCE PAYMENTS DURING 2019. THE AMOUNTS WERE CONSISTENT WITH INTERNAL POLICIES, WHICH TAKE LENGTH OF SERVICE AND LEVEL OF SENIORITY INTO ACCOUNT. THE AMOUNTS WERE INCLUDED AS TAXABLE INCOME REPORTABLE ON THE INDIVIDUAL'S W-2. PATRICK SHEAHAN $28,246 STEVE HAEMMERLE $142,355 SCHEDLE J, PART I, LINE 7 NON-FIXED PAYMENTS INCENTIVE PAYMENTS WERE BASED ON PRE-ESTABLISHED METRICS AND SUBJECT TO REVIEW AND APPROVAL BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. INCENTIVE PAYMENTS REPORTED ON SCHEDULE J WERE EARNED IN 2018 AND PAID IN FEBRUARY 2019. A IL FINANCE AUTHORITY REV BONDS 861091967 2014-12-16 26500000 EQUIPMENT/CAPITAL PROJECTS/THEATRE false false false B IL FINANCE AUTHORITY REV BONDS 861091967 2017-10-12 19250000 REFUND PRIOR ISSUE FROM 12/16/14 false false false A 2601000 0 26695389 0 0 0 0 0 0 26695389 0 0 2017 false false false true B 2000000 0 19257223 0 0 0 0 0 0 1005453 18251770 0 2017 false true false true A false false false false 0 false false false true B false false false false 0 false false false true A false true false false 0 false 0 false true B false true true false 0 false 0 false true A true B true . SCHEDULE K, PART I, COLUMN F Column A: $26,695,389 of the proceeds wERE used to manufacture and install a new observation wheel and complete necessary structural improvements. Column B: $18,251,770 of the loan WAS used to refund a prior issue and $1,003,057 was used to complete capital projects including construction of a live performance theatre. This bond was issued on 10/12/2017 as a refund for a prior issue. Proceeds: The variance between proceeds in Part I and proceeds in Part II line 3, is interest earnings on the proceeds. PATRICK GARDNER HUSBAND OF PRESIDENT/CEO 27847 WAGES & OTHER BENEFITS false BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS Schedule L, Part IV, Line 1 Patrick Gardner is a part-time stagehand employee of NAVY PIER, INC. and is the husband of Marilynn Gardner, who currently serves as NAVY PIER, INC's. President and CEO. Mrs. Gardner has no direct involvement in the determination of Mr. Gardner's compensation or scheduling. His rate of pay is determined by a collective bargaining agreement, and schedule is determined based on labor requirements of outside shows and events using the Pier's facility. All transactions with the listed substantial contributors are at arm's length. In order to protect the donors' identities and maintain their anonymity, none of the substantial contributors' names are disclosed on this form. X 2 37899 FAIR MARKET VALUE X 6001 19300 Fair Market Value X Airline Tickets 1 29500 Fair Market Value X Equipment 3 58035 Fair Market Value X Decor 1 9800 Fair Market Value false false false SCHEDULE M, PART I, COLUMN B THE ORGANIZATION IS REPORTING THE NUMBER OF ITEMS RECEIVED. FORM 990, PART I, LINE 1 (CONTINUED FROM FORM 990, PART I, LINE 1) AND FREE PROGRAMMING TO NEARLY 9 MILLION ANNUAL GUESTS, WHILE RELIEVING THE BURDEN OF THE GOVERNMENT TO MAINTAIN AND OPERATE THE HISTORIC DESTINATION. FORM 990, PART III, LINE 4A (CONTINUED FROM FORM 990, PART III, LINE 4A) IN 2019, THE PIER CONTINUED ITS BOLD AND EXCITING TRANSFORMATION, UNVEILING NEW PHYSICAL REDEVELOPMENT PROJECTS AND PLANS, WHILE CONTINUING TO DELIVER ON ITS MISSION TO EXTEND A WIDE RANGE OF FREE, DYNAMIC AND ECLECTIC PROGRAMS TO ITS NEARLY 9 MILLION ANNUAL GUESTS. NOTABLE PHYSICAL REDEVELOPMENT PROJECTS IN 2019 INCLUDED THE COMPLETION OF OFFSHORE, THE LARGEST ROOFTOP VENUE IN THE WORLD, CONFIRMED BY THE GUINNESS BOOK OF WORLD RECORDS. A KEY ELEMENT OF THE INCOMING HOTEL AT THE PIER, OFFSHORE OFFERS GUESTS A UNIQUE DINING AND NIGHTLIFE EXPERIENCE WITH 360-DEGREE VIEWS OF CHICAGOS FAMOUS SKYLINE AND SERENE LAKE MICHIGAN. WITH THE CONSTRUCTION OF THE HOTEL UNDERWAY IN 2019, NAVY PIER WILL SOON OFFER GUESTS THE OPPORTUNITY TO EXTEND THEIR STAY AND ENJOY A FULL DAY AND NIGHT EXPERIENCE AT THE LAKEFRONT. IN 2019, NAVY PIER ALSO WELCOMED MORE LOCAL SMALL BUSINESSES TO THE FIFTH THIRD BANK FAMILY PAVILION, A RECENTLY RENOVATED HUB OF MORE THAN 70 CHICAGO-CENTRIC EXPERIENCES THAT SHOWCASE AND REPRESENT THE CITYS BEST OFFERINGS IN DINING, ENTERTAINMENT, RETAIL AND MORE. MINORITY-OWNED BUSINESS, FRO GELATO, WAS AMONG THE NEW CONTEMPORARY STOREFRONTS TO JOIN THE ARCHITECTURALLY STUNNING FACILITY THAT IS HOME TO MANY ARTISANS, RETAILERS AND OTHER BUSINESSES UNIQUELY ROOTED IN CHICAGOS IDENTITY. IN 2019, 26% OF BUSINESSES ON NAVY PIER WERE MINORITY-OWNED, AND 37% WERE WOMEN-OWNED. THE PAVILION ALSO OFFERS FREE ARTS AND CULTURAL PROGRAMMING, SERVING AS A FLEXIBLE PLATFORM FOR FAMILY-FRIENDLY EVENTS AND ACTIVITIES YEAR ROUND. THE RECENTLY RENOVATED/DEVELOPED SPACES HAVE HAD A PROFOUND IMPACT ON NAVY PIER'S PROGRAMMING EFFORTS, ALLOWING THE PIER TO USE THEM AS UNIQUE PLATFORMS FOR ARTISTIC AND CREATIVE EXPRESSION AND EDUCATIONAL OPPORTUNITIES FOR GUESTS. THESE AREAS ARE OFTEN ACTIVATED WITH MUSIC AND DANCE PERFORMANCES, ART INSTALLATIONS, PANEL DISCUSSIONS AND MORE. NAVY PIER CONTINUES TO PARTNER WITH MORE THAN 50 CULTURAL ORGANIZATIONS AND MORE THAN 1,000 INDIVIDUAL ARTISTS TO HOST NEARLY 250 PROGRAMS EACH YEAR, SHOWCASING CHICAGO'S RICH ARTS AND CULTURE SCENE. HIGHLIGHTS INCLUDE: - THE BEACH CHICAGO: A FREE, INTERACTIVE PUBLIC ART INSTALLATION FEATURING A SEA OF ONE MILLION TRANSLUCENT WHITE SPHERES. GUESTS WERE ABLE TO BEAT THE WINTER BLUES AS THEY REVELED IN AN INDOOR BEACH, WHICH FURTHER REINFORCED THE PIERS UNIQUE YEAR-ROUND ACCESSIBILITY. - GLOBAL CONNECTIONS PRESENTED BY COMED: A THREE-PART SERIES CELEBRATING DIFFERENT CULTURES AND CELEBRATIONS FROM AROUND THE WORLD, INCLUDING CHINESE NEW YEAR, CARNIVALE AND HOLI. - LATINXT PRESENTED BY SOL: A TWO-DAY LATIN MUSIC FESTIVAL FEATURING LOCAL AND INTERNATIONAL LATINX ARTISTS. - CHI-SOUL FEST: A TWO-DAY SOUL MUSIC FESTIVAL FEATURING LOCAL ARTISTS AND CELEBRATING THE GENRE'S DEEP ROOTS IN CHICAGO. - FRESH FEST! PRESENTED BY ALLSTATE: AN ALL-DAY SHOWCASE FEATURING TALENTED LOCAL YOUTH. - PIER PUMPKIN LIGHTS: A FREE EXPERIENTIAL FALL SPECTACLE WITH NEARLY 1,000 PUMPKINS ON DISPLAY AND VARIOUS HALLOWEEN-THEMED INSTALLATIONS FOR THE PERFECT FALL FAMILY OUTING AND PICTURESQUE MOMENTS. - THE RETURN OF NAVY PIER'S MOST POPULAR FREE PROGRAMS, SUCH AS LIVE BY THE LAKE! (WEEKLY LIVE MUSIC SERIES); WAVE WALL WAX (WEEKLY DJ SERIES); AON SUMMER FIREWORKS (SEMI-WEEKLY FIREWORKS SERIES); SUMMER FITNESS (WEEKLY EXERCISE AND YOGA SERIES); WATER FLICKS (WEEKLY OUTDOOR FILM SERIES); NAVY PIER PRIDE PRESENTED BY AMERICAN AIRLINES (ANNUAL PRIDE CELEBRATION); WATER COLORS (WEEKLY LIVE JAZZ MUSIC SERIES); SEQUENCE CH!CAGO (FALL MUSIC SERIES); AND MORE. - FIFTH THIRD BANK WINTER WONDERFEST: NAVY PIERS MARQUEE WINTER EVENT, FEATURING 170,000 SQUARE FEET OF INDOOR RIDES, ATTRACTIONS AND ACTIVITIES. IN 2019, NAVY PIER PILOTED A SENSORY FRIENDLY PROGRAM TO ACCOMMODATE THE SPECIAL NEEDS COMMUNITY. IN ADDITION TO SERVING AS ONE OF THE MIDWESTS TOP DESTINATIONS FOR FREE PUBLIC PROGRAMMING, NAVY PIER CONTINUES TO SERVE AS A VITAL ECONOMIC DRIVER FOR THE CITY OF CHICAGO, EMPLOYING MORE THAN 3,000 PEOPLE ACROSS THE ROUGHLY 80 BUSINESSES ON SITE. THE ONGOING REDEVELOPMENT AND CONSTRUCTION ALSO CONTINUES TO CREATE JOBS, AND ULTIMATELY, CONTRIBUTES TO GENERATING AT LEAST $130 MILLION IN ADDITIONAL GUEST SPENDING. IN 2019, NAVY PIER AND AFFILIATED PARTNERS INFUSED APPROXIMATELY $13 MILLION INTO THE ECONOMY VIA CITY, COUNTY AND STATE TAXES. SINCE BECOMING A NONPROFIT ORGANIZATION IN 2011, NAVY PIER HAS RAISED $56 MILLION FOR CAPITAL AND OPERATIONS. IN 2019, ROUGHLY 11% OF THE PIER'S $59.5 MILLION OPERATING REVENUE CAME FROM CORPORATE AND PHILANTHROPIC PARTNERS. THEIR GENEROUS SUPPORT AND CONTRIBUTIONS HELPED UNDERWRITE MANY OF THE PIER'S FREE PUBLIC PROGRAMS, SPECIAL EVENTS AND REDEVELOPED SPACES. NAVY PIER, INC. GOVERNED BY A BOARD OF UP TO 32 VOLUNTEERS AND 4 EX-OFFICIO MEMBERS, CONSISTING OF BUSINESS AND CIVIC LEADERS, CONTINUES TO OPERATE DILIGENTLY UNDER THE VALUES OF EXCELLENCE, INCLUSION, STEWARDSHIP, AND INTEGRITY. CHANGES TO GOVERNING DOCUMENTS FORM 990, PART VI, SECTION A, LINE 4 Effective August 1, 2019, the organization's bylaws were amended to increase the maximum number of board members from 31 to 32, as determined by the Board of Directors. The total number of board members does not include ex-officio members. Ex-officio members are voting members with the exception of the President and CEO. MEMBERS OR STAKEHOLDERS WHO MAY ELECT FORM 990, PART VI, SECTION A, LINE 7A UNDER THE LEASE AGREEMENT BETWEEN NAVY PIER AND THE METROPOLITAN PIER AND EXPOSITION AUTHORITY (MPEA), THE CHAIR OF THE BOARD, THE SECRETARY-TREASURER AND THE CHIEF EXECUTIVE OFFICER OF MPEA ARE REQUIRED TO BE VOTING MEMBERS OF NAVY PIER, INC.'S BOARD OF DIRECTORS. MS. LORI HEALEY RESIGNED FROM HER ROLE AS CHIEF EXECUTIVE OFFICER OF MPEA AND FROM THE BOARD OF DIRECTORS OF NAVY PIER, INC. HER SUCCESSOR, MS. LARITA CLARK, JOINED THE NAVY PIER INC. BOARD AT THE TIME OF HER APPOINTMENT AS INTERIM CEO OF MPEA. FORM 990 REVIEW PROCESS FORM 990, PART VI, SECTION B, LINE 11B THE 990 IS PREPARED BY NAVY PIER, INC.'S DIRECTOR OF FINANCIAL PLANNING & ANALYSIS AND CFO AND AN OUTSIDE CPA FIRM. THE FORM 990 IS REVIEWED BY NAVY PIER, INC.'S PRESIDENT & CEO, GENERAL COUNSEL AND FINANCE COMMITTEE PRIOR TO FINAL APPROVAL OF THE BOARD OF DIRECTORS PRIOR TO FILING. CONFLICT OF INTEREST POLICY FORM 990, PART VI, SECTION B, LINE 12C NAVY PIER, INC. MAINTAINS A CONFLICT OF INTEREST POLICY COVERING DIRECTOR, OFFICER, MEMBER OF A COMMITTEE OF THE BOARD OF DIRECTORS OF NAVY PIER,INC., OR KEY EMPLOYEE (AS DEFINED BY THE IRS IN INSTRUCTIONS FOR FORM 990) WHICH REQUIRES DISCLOSURE OF FINANCIAL INTERESTS THAT PRESENT APOTENTIAL CONFLICT OF INTEREST AS DEFINED IN THE POLICY. ANNUAL ATTESTATIONS ARE REQUIRED AS WELL AS IMMEDIATE DISCLOSURE IF A POTENTIAL CONFLICT ARISES. THE BOARD OF DIRECTORS ADJUDICATES IF A CONFLICT EXISTS AND IF THE TRANSACTION SHOULD PROCEED BASED UPON THE BEST INTEREST OF THE COMPANY. NAVY PIER, INC. ALSO MAINTAINS A WHISTLEBLOWER POLICY THAT INCLUDES THE ABILITY TO PROVIDE ANONYMOUS INFORMATION VIA A HOTLINE. SUCH INFORMATION IS REPORTED TO THE VP OF PEOPLE AND CULTURE, OR IF THIS PERSON IS NOT AVAILABLE OR IS THE SUBJECT OF THE INFORMATION, TO THE GENERAL COUNSEL. THIS PERSON MAKES A RECORD OF THE COMPLAINT, CONDUCTS AN INVESTIGATION, MAKES FINDINGS AND RECOMMENDS OR IMPLEMENTS CORRECTIVE ACTION IF APPROPRIATE. DURING 2018 AND 2019, MR. GERY CHICO, A DIRECTOR OF NAVY PIER, INC., TOOK A LEAVE OF ABSENCE FROM THE BOARD OF DIRECTORS DURING HIS CANDICACY FOR MAYOR OF THE CITY OF CHICAGO. PROCESS OF DETERMINING COMPENSATION FORM 990, PART VI, SECTION B, LINE 15A AND 15B THE EXECUTIVE COMMITTEE REVIEWS THE GOALS AND PERFORMANCE OF THE PRESIDENT AND CEO AND SENIOR MANAGEMENT. THE COMMITTEE ALSO RETAINS AN INDEPENDENT CONSULTANT WHO CONDUCTS AN INDEPENDENT EVALUATION USING COMPENSATION DATA OF THE COMPARABLE KEY EMPLOYEES AT PEER INSTITUTIONS. THE EXECUTIVE COMMITTEE REVIEWS THE INFORMATION PROVIDED BY THE INDEPENDENT CONSULTANT AND APPROVES RECOMMENDATIONS FROM THE PRESIDENT AND CEO FOR COMPENSATION OF KEY EMPLOYEES. THE EVALUATIONS, REVIEWS, COMMENTS AND DECISIONS ARE DOCUMENTED IN THE MINUTES OF THE EXECUTIVE COMMITTEE. THE PRESIDENT AND CEO REVIEWS THE GOALS AND PERFORMANCE OF SENIOR STAFF AND REVIEWS THE COMPENSATION DATA OF THE COMPARABLE KEY EMPLOYEES OF WHICH RECOMMENDATIONS ARE REVIEWED, MODIFIED AND APPROVED BY THE EXECUTIVE COMMITTEE. HOW DOCUMENTS ARE MADE AVAILABLE TO THE PUBLIC FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, THE CONFLICT OF INTEREST POLICY, AND THE FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST. OTHER CHANGES IN NET ASSETS FORM 990, PART XI, LINE 9 CHANGE IN VALUE OF SWAP $(712,750) FORM 990 PART IX LINE 11G DESCRIPTION:SECURITY AND EMERGENCY SERVICE TOTAL FEES:3418747 FORM 990 PART IX LINE 11G DESCRIPTION:HOUSEKEEPING/SCAVENGER FEES TOTAL FEES:3831018 FORM 990 PART IX LINE 11G DESCRIPTION:OTHER PROFESSIONAL FEES TOTAL FEES:2144371