2020-11-16T08:33:19-06:00 2019-12-31 346565596 Ernst & Young US LLP 221 E 4th Street Suite 2900 Cincinnati OH 45202 990 2019-01-01 530088710 Financial Industry Regulatory Authority Inc FINA 2027288949 9509 KEY WEST AVENUE ROCKVILLE MD 20850 Robert A Renner Vice President 2020-11-16 true Julie L SParks P01268401 5136121400 2019-11-14 2019 2022-01-07 14:23:13Z X ROBERT W COOK 1735 K Street NW Washington DC 200061506 1975986625 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. 23 21 3528 1 11532442 0 0 0 629713239 665509418 48924098 82546385 568324673 568268190 1246962010 1316323993 0 0 0 0 684843118 756567165 0 0 0 722713783 784516490 1407556901 1541083655 -160594891 -224759662 2115247106 2248066636 564016450 755698086 1551230656 1492368550 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 2636 0 true 3528 true true true true CJ false false false false true false X 23 21 true 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 3394843 0 253467 Amy L Webber Board Member 2.0 0 X 90707 0 0 Andrew S Duff Board Member 2.0 0 X 68175 0 0 Brian J Kovack Board Member 2.0 2.0 X 90180 0 0 Brigitte C Madrian Board Member 2.0 2.0 X 68382 0 0 Camille M Busette Board Member 2.0 1.0 X 45707 0 0 Charles I Plosser Board Member 2.0 0 X 91486 0 0 Christopher W Flint Board Member 2.0 0 X 46343 0 0 Eileen K Murray Board Member 2.0 0 X 98930 0 0 Elisse B Walter Board Member 2.0 4.0 X 101160 0 0 Ethiopis Tafara Board Member 2.0 2.0 X 0 0 0 Hilary A Sale Board Member 2.0 2.0 X 90360 0 0 James Nagengast Board Member 2.0 0 X 91378 0 0 John B Ehnes Board Member 2.0 2.0 X 95180 0 0 Joseph M Mecane Board Member 2.0 0 X 90360 0 0 Joshua S Levine Board Member 2.0 2.0 X 100707 0 0 Kathleen A Murphy Board Member 2.0 2.0 X 100360 0 0 Lance Drummond Board Member 2.0 0 X 90360 0 0 Leslie F Seidman Board Member 2.0 2.0 X 81947 0 0 Linde Murphy Board Member 2.0 0 X 45707 0 0 Luis M Viceira Board Member 2.0 0 X 76555 0 0 Paige W Pierce Board Member 2.0 2.0 X 90360 0 0 Peter R Fisher Board Member 2.0 0 X 23207 0 0 Robert A Muh Board Member 2.0 2.0 X 68325 0 0 Rochelle Lazarus Board Member 2.0 0 X 79069 0 0 Stephen A Kohn Board Member 2.0 2.0 X 90707 0 0 Susan Wolburgh Jenah Board Member 2.0 2.0 X 100676 0 0 Timothy C Scheve Board Member 2.0 2.0 X 90360 0 0 William H Heyman Chairman 3.0 2.0 X 141838 0 0 Marcia E Asquith EVP Board & External relations 60.0 0.0 X 1062265 0 227038 Todd T Diganci Executive Vice President & CFAO 60.0 0.0 X 1284111 0 1379082 Bari M Havlik Executive Vice President 60.0 0.0 X 959904 0 170539 Jessica Hopper Executive Vice President 60.0 0.0 X 519392 0 229141 Jonathan S Sokobin Senior Vice President 60.0 0.0 X 735485 0 85746 Nathaniel Stankard Senior Advisor 60.0 0 X 496252 0 114848 Robert LD Colby EVP And Chief Legal Officer 60.0 0.0 X 1110910 0 52382 Stephen M Schoeneman Senior Vice President 60.0 0.0 X 679437 0 582763 Steven J Randich Executive Vice President & CIO 60.0 0.0 X 1080990 0 270608 Susan M Schroeder Executive Vice President & CFAO 60.0 0 X 867437 0 160291 Thomas R Gira Executive Vice President 60.0 0.0 X 929328 0 971408 James Price Senior Vice President 60.0 0 X 1172832 0 456832 Jon Kroeper Executive Vice President 60.0 0 X 988950 0 169082 Michael G Rufino Executive Vice President 60.0 0 X 1034513 0 197814 Thomas Drogan Senior Vice President 60.0 0 X 818147 0 157556 William J Wollman Executive Vice President 60.0 0 X 995977 0 231361 Carlo V di Florio Executive Vice President 60.0 0.0 X 1156199 0 68034 Thomas M Selman Executive Vice President 60.0 0.0 X 714521 0 1369669 Tracy B Johnson Senior Vice President 60.0 0.0 X 891479 0 31967 23141498 0 7179628 2358 true true false Amazon Web Services 12900 Worldgate Drive Herndon VA 20170 Hosting Services 25434823 NASDAQ TECHNOLOGY AB SE-105 78 Stockholm SW Hosting Services 13991271 PROMETRIC PO Box 23608 PITTSBURGH PA 22360 TESTING SERVICES 11092646 TEK SYSTEMS PO Box 194568 ATLANTA GA 30384 CONSULTING 10471668 POPULUS GROUP 3001 W BIG BEAVER ROAD TROY MI 48084 Consulting 6304694 150 0 0 0 0 0 0 0 Activity Assessment 900099 532994503 532994503 0 0 Transparency Services 900099 75514484 75514484 0 0 Contract Service Fees 900099 56695538 45464793 11230745 0 0 0 0 0 0 0 0 0 304893 304893 0 0 665509418 33003909 0 70111 32933798 0 0 0 0 133000 0 0 133000 683057 0 395380 0 287677 0 287677 0 231586 56091 708809728 0 659267252 0 49542476 0 49542476 0 0 49542476 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Subsidiary Fees and Overhead Allocation 900099 567847513 567847513 0 0 0 0 0 0 0 0 0 0 0 0 0 0 567847513 1316323993 1222126186 11532442 82665365 0 0 0 0 19866552 0 579462964 71271025 52123765 33842859 9125024 9119219 2077133 393256 0 3749510 10342340 0 0 0 55471 7848889 161613260 0 3691306 5954339 0 817450 902608 0 16786941 2120073 Activity Assessment 532994503 Other Pension & OPEB Costs 10723096 Taxes 3641171 Temporary Help 1051056 1509845 0 0 0 1541083655 0 0 0 0 76705798 49015028 231199404 337977882 0 0 71122314 124714465 0 0 0 0 3537514 5428415 0 0 21751836 21834469 333764799 214453372 113644130 119311427 829193098 923619666 741508796 644420487 0 15753531 13670557 10830685 8074240 2115247106 2248066636 538401692 734330744 0 0 10089758 7642342 0 0 0 0 0 0 0 0 15525000 13725000 0 0 564016450 755698086 0 0 0 0 X 156762978 206762978 0 0 1394467678 1285605572 1551230656 1492368550 2115247106 2248066636 X -224759662 68352802 0 3749506 0 93795248 X false true X true false false false false 0 400000 0 400000 0 0 400000 22260481 22260481 74070785 34393162 39677623 93368458 68806527 24561931 45678368 42724006 2954362 98386707 68529677 29857030 119311427 Private Investments Marketable Alternative Investment Investment in NSCC Private Investments 644095218 F Marketable Alternative Investments 25269 F Investment in NSCC 300000 C 644420487 0 X Schedule D, Part X, Line 2 FIN 48 (ASC 740) footnote ASC 740 FOOTNOTE FROM CONSOLIDATED AUDITED FINANCIAL STATEMENTS 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 2016 THROUGH 2019, 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 426743655 North America (Canada & Mexico only) 1 23 Program Services IT SERVICES 3739635 1 23 0 0 1 23 430483290 0 430483290 true false true true true false X X X X true true X X X X X true true false Robert W Cook President & CEO 980673 0 1500000 0 914170 0 236400 0 17067 0 3648310 0 490018 0 Marcia E Asquith EVP Board & External relations 354151 0 400000 0 308114 0 196037 0 31001 0 1289303 0 148274 0 Todd T Diganci Executive Vice President & CFAO 573483 0 685000 0 25628 0 1327263 0 51819 0 2663193 0 0 0 Carlo V di Florio Executive Vice President 306420 0 225000 0 624779 0 36400 0 31634 0 1224233 0 0 0 Tracy B Johnson Senior Vice President 77826 0 248000 0 565653 0 28023 0 3944 0 923446 0 0 0 Thomas M Selman Executive Vice President 342274 0 347000 0 25247 0 1343472 0 26197 0 2084190 0 0 0 Robert LD Colby EVP And Chief Legal Officer 476264 0 500000 0 134646 0 36400 0 15982 0 1163292 0 0 0 Thomas R Gira Executive Vice President 441938 0 470000 0 17390 0 929719 0 41689 0 1900736 0 0 0 Bari M Havlik Executive Vice President 480163 0 475000 0 4741 0 140139 0 30400 0 1130443 0 0 0 Steven J Randich Executive Vice President & CIO 475398 0 580000 0 25592 0 243302 0 27306 0 1351598 0 0 0 Stephen M Schoeneman Senior Vice President 316573 0 265000 0 97864 0 543113 0 39650 0 1262200 0 0 0 Susan M Schroeder Executive Vice President & CFAO 395398 0 450000 0 22039 0 123605 0 36686 0 1027728 0 0 0 Jonathan S Sokobin Senior Vice President 292831 0 250000 0 192654 0 36400 0 49346 0 821231 0 96962 0 Jessica Hopper Executive Vice President 259528 0 222000 0 37864 0 188229 0 40912 0 748533 0 0 0 Nathaniel Stankard Senior Advisor 265797 0 210000 0 20455 0 77052 0 37796 0 611100 0 0 0 Michael G Rufino Executive Vice President 344122 0 390000 0 300391 0 186743 0 11071 0 1232327 0 159102 0 William J Wollman Executive Vice President 339015 0 365000 0 291962 0 185427 0 45934 0 1227338 0 75577 0 Thomas Drogan Senior Vice President 63336 0 198000 0 556811 0 138245 0 19311 0 975703 0 0 0 James Price Senior Vice President 112242 0 270000 0 790590 0 436103 0 20729 0 1629664 0 0 0 Jon Kroeper Executive Vice President 333439 0 355000 0 300511 0 129297 0 39785 0 1158032 0 0 0 VOLUNTARY COMPENSATION DISCLOSURES: ETHIOPIS TAFARA WAS A VOLUNTEER BOARD MEMBER IN 2019 AND DID NOT RECEIVE COMPENSATION FOR HIS SERVICES. 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 1a Health or social club dues or initiation fees PARTIAL COVERAGE OF HEALTH CLUB DUES IS LIMITED TO A SMALL POPULATION OF EMPLOYEES WHO HAVE NO ACCESS TO ONSITE FACILITIES AND IS SUBJECT TO CERTAIN RESTRICTIONS. THE EMPLOYER PORTION OF THESE HEALTH CLUB DUES IS TREATED AS TAXABLE COMPENSATION THE EXECUTIVE HEALTH PLAN IS LIMITED TO EMPLOYEES AT THE LEVEL OF EVP AND ABOVE AND OTHERS SPECIFICALLY DESIGNATED BY THE CEO. FOOD AND LODGING TRAVEL COSTS RELATED TO THE EXECUTIVE HEALTH PLAN ARE TREATED AS TAXABLE COMPENSATION. Schedule J, Part I, Line 4a Severance or change-of-control payment IN CONNECTION WITH THOMAS DROGAN'S SEPARATION FROM FINRA, HE WAS PAID $209,904 IN 2019. THIS AMOUNT IS REFLECTIVE OF HIS 22 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH TRACY JOHNSON'S SEPARATION FROM FINRA, SHE WAS PAID $235,662 IN 2019. THIS AMOUNT IS REFLECTIVE OF HER 8 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH JAMES PRICE'S SEPARATION FROM FINRA, HE WAS PAID $132,639 IN 2019. THIS AMOUNT IS REFLECTIVE OF HIS 26 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH CARLO DI FLORIO'S SEPARATION FROM FINRA, HE WAS PAID $138,462 IN 2019. THIS AMOUNT IS REFLECTIVE OF HIS 6 YEARS OF SERVICE TO FINRA. THE COMPENSATION DISCLOSURES FOR THOMAS M. SELMAN AND STEPHEN M. SCHOENEMAN INCLUDE DEFERRED COMPENSATION RELATED TO THEIR SEPARATIONS FROM FINRA. THOMAS M. SELMAN RECEIVED $413,918 IN DEFERRED COMPENSATION REFLECTIVE OF HIS 24 YEARS OF SERVICE AT FINRA. STEPHEN M. SCHOENEMAN RECEIVED $221,106 IN DEFERRED COMPENSATION REFLECTIVE OF HIS 12 YEARS OF SERVICE AT FINRA. THESE AMOUNTS WERE PAID IN 2020. 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 2019 INCLUDE: NONE 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 ONLY OPEN TO THOSE NOT PARTICIPATING IN THE CLOSED NON-QUALIFIED DEFINED BENEFIT PLAN DESCRIBED ABOVE. 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 2019 INCLUDE: MARCIA E. ASQUITH - $267,060 ROBERT L.D. COLBY - $106,672 ROBERT W. COOK - 886,584 JON KROEPER - $262,668 MICHAEL G. RUFINO - $278,485 STEPHEN SCHOENEMAN - $56,669 JONATHAN S. SOKOBIN - $170,355 WILLIAM J. WOLLMAN - $269,263 PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN WITH A PAYOUT IN 2019 INCLUDE: CARLO DI FLORIO - $54,914 THOMAS DROGAN - $14,410 TRACY JOHNSON - $68,232 JAMES PRICE - $141,359 Kovack Securities >35% Controlled Entity 507611 Various Services false Thomas J Diganci Family Member 102040 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 $507,611 FOR REGULATORY FEES AND SERVICES IN 2019. 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 $102,040 IN 2019. 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 2019 FORM 990 SHOULD BE READ IN CONJUNCTION WITH FINRA'S 2019 ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE AT WWW.FINRA.ORG/ABOUT/ANNUAL-REPORTS. SEE ALSO SEPARATE 2019 FORMS 990 FOR RELATED ENTITIES, INCLUDING FINRA REGULATION AND FINRA INVESTOR EDUCATION FOUNDATION. Form 990, Part V, Line 1a FORM 1096 ANNUAL SUMMARY AND TRANSMITTAL OF U.S. INFORMATION RETURNS ALL CONTRACTOR PAYMENTS AND APPLICABLE 1099S FOR FINRA REGULATION, INC. WERE REPORTED ON FORM 1096 FOR FINRA REGULATION, INC'S. PARENT COMPANY, THE FINANCIAL INDUSTRY REGULATORY AUTHORITY. Form 990, Part VI, Line 2 Family/business relationships amongst interested persons LESLIE F. SEIDMAN AND ROCHELLE LAZARUS - Business relationship 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 2019 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 FEBRUARY 28, 2019 TO ESTABLISH INCENTIVE COMPENSATION ATTRIBUTABLE TO THE PERFORMANCE OF SERVICES DURING CALENDAR YEAR 2018 AND TO ESTABLISH BASE SALARIES FOR CALENDAR YEAR 2019. 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/CAPITAL MARKET 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 PERFORMANCE 5) COMPETITIVE COMPENSATION LEVELS AS PREPARED BY A THIRD-PARTY COMPENSATION CONSULTANT. THE COMMITTEE'S MINUTES OF THE MARCH 1, 2019 MEETING WERE REVIEWED AND APPROVED AS ACCURATE AND COMPLETE. THE FULL BOARD FURTHER APPROVED THE 2018 INCENTIVE COMPENSATION OF THE CEO AT ITS MEETING ON MARCH 1, 2019. 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 All Other Ptogram Service Revenue - Total Revenue: 304893, Related or Exempt Function Revenue: 304893, 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 2019 FINRA ANNUAL FINANCIAL REPORT WHICH IS AVAILABLE AT WWW.FINRA.ORG/ABOUT/ANNUAL-REPORTS. - 93795248; FINRA CAT LLC 1735 K STREET NW WASHINGTON DC 200061506 833874468 REGULATORY DE 29861133 55608023 FINRA INC FINRA TECHONOLOGY SERVICES LLC 1735 K Street NW Washington DC 20006 TECHNOLOGY RESOURCES DE 0 0 FINRA INC 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 40526279 235878588 false 167712 false 1 false false false false false false false false false false false false false false true true true true true FINRA REGULATION INC Q 458121930 COST FINRA INVESTOR EDUCATION FOUNDATION O 2963626 FMV FINRA INVESTOR EDUCATION FOUNDATION Q 434968 COST HIGHVISTA DESIGNATED PORTFOLIO R 11000000 COST HIGHVISTA DESIGNATED PORTFOLIO S 202000000 FMV