2019-11-15T12:34:39-06:00 2018-12-31 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2018-01-01 237451693 NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION NATI 7035613933 2550 WASSER TERRACE NO 400 HERNDON VA 20171 JANE E LARIMER PRESIDENT & CHIEF EXECUTIVE OFFICER 7035613933 2019-11-13 1 KAREN GRIES P00078514 5712279500 67.137.57.251 2019-11-13 18:11:29 ES P 1938324BD4D887D076751857843371B82258E98C 3F26782FE4A8D097B8E6D44DA42E2066FBD559CC 2018 2020-03-31 21:24:44Z NACHA - THE ELECTRONIC PAYMENTS ASSOCIATION JANE E LARIMER 2550 WASSER TERRACE NO 400 HERNDON VA 20171 22398955 0 X WWW.NACHA.ORG X 1974 DE REPRESENTING OVER 9,000 FINANCIAL INSTITUTIONS ON ELECTRONIC PAYMENT SOLUTIONS. 18 18 74 100 346990 0 0 0 17485003 20145655 40472 62880 1889321 1738137 19414796 21946672 0 0 0 0 11270101 11724694 0 0 0 8467246 9094736 19737347 20819430 -322551 1127242 18978519 19890052 9854401 9618269 9124118 10271783 X NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION (NACHA)'S MISSION IS TO PROMOTE THE DEVELOPMENT OF ELECTRONIC SOLUTIONS THAT IMPROVE THE PAYMENT SYSTEM FOR THE BENEFIT OF ITS MEMBERS AND THEIR CUSTOMERS. 1 0 ACH NETWORK ADMINISTRATOR: PRIVATE SECTOR RULEMAKING BODY FOR THE ACH NETWORK WHICH ENABLES THE SETTLEMENT OF ELECTRONIC PAYMENTS AMONGST MORE THAN 10,250 PARTICIPATING FINANCIAL INSTITUTIONS RISK MANAGEMENT, RULES ENFORCEMENT, NETWORK ADVOCACY AND DEVELOPMENT OF ELECTRONIC SOLUTIONS IS ALSO INCLUDED WITHIN THE PROGRAM SERVICES AS ADMINISTRATOR FOR THE ACH NETWORK. NACHA ANNUAL PAYMENTS CONFERENCE: NATIONAL EDUCATION PROGRAM WITH OVER 2,000 PARTICIPANTS, WHICH PROVIDE INFORMATION ABOUT THE LATEST OPERATIONS/MARKETING INNOVATIONS IN THE ACH NETWORK AND ELECTRONIC PAYMENTS. PUBLICATIONS:SALE OF THE NACHA OPERATING RULES AND GUIDELINES AND OVER 200 OTHER PUBLICATIONS ON ELECTRONIC PAYMENTS. EDUCATION AND TRAINING PROGRAMS:NATIONAL TRAINING PROGRAMS INCLUDE THE PAYMENTS INSTITUTE AND WEBINARS ON THE LATEST TOPICS IN THE ACH NETWORK AND ELECTRONIC PAYMENTS.COUNCIL PROGRAM: THROUGH THE PAYMENTS INNOVATION ALLIANCE OVER 200 INDUSTRY STAKEHOLDERS GATHER TO SHAPE THE FUTURE OF PAYMENTS IN THE U.S. AND GLOBALLY.INDUSTRY/ASSOCIATION RELATIONS:ACTIVE ENGAGEMENT AT MORE THAN 80 DIVERSE INDUSTRY EVENTS IN 2018 AS ATTENDEES AND THROUGH SPEAKING OPPORTUNITIES, SPONSORSHIP AND EXHIBITING TO EDUCATE AND ADVOCATE FOR THE ACH NETWORK PRIORITIES.ACCREDITED ACH PROFESSIONAL PROGRAM:NATIONAL ACCREDITATION PROGRAM THAT INCLUDES OVER 4,800 AAP CREDENTIAL HOLDERS.ACCREDITED PAYMENTS RISK PROFESSIONAL PROGRAM:NATIONAL ACCREDITATION PROGRAM THAT INCLUDES OVER 100 APRP CREDENTIAL HOLDERS IN ITS INAUGURAL YEAR. 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 26 0 74 1 1 1 0 0 0 0 0 0 0 X 18 18 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 0 0 X PAMELA B MOORE SVP CHIEF FINANC 7035611100 2550 WASSER TERRACE SUITE 400 HERNDON VA 20171 LAURA LEE ORCUTT CHAIRPERSON 2.00 X X 0 0 0 JAMES M MORRELL VICE CHAIRPERSON 2.00 X X 0 0 0 JOHN E LUCAS SECRETARY/TREASURER 2.00 X X 0 0 0 RICHARD W BURKE JR DIRECTOR 2.00 X 0 0 0 PHIL PICILLO DIRECTOR 2.00 X 0 0 0 PAUL E BYRNE DIRECTOR 2.00 X 0 0 0 MICHAEL FOSSACECA DIRECTOR 2.00 X 0 0 0 DAVID KRETZ DIRECTOR 2.00 X 0 0 0 SUSAN K DOYLE DIRECTOR 2.00 X 0 0 0 UMA WILSON DIRECTOR 2.00 X 0 0 0 MICHAEL BELLACOSA DIRECTOR 2.00 X 0 0 0 KEVIN J CHRISTENSEN DIRECTOR 2.00 X 0 0 0 WILLIAM J SCHOCH DIRECTOR 2.00 X 0 0 0 LAURA STEELE DIRECTOR 2.00 X 0 0 0 CHARLES P GARCIA DIRECTOR 2.00 X 0 0 0 LAWRENCE D TAFT DIRECTOR 2.00 X 0 0 0 RHONDA L PAVLICEK DIRECTOR 2.00 X 0 0 0 TYNIKA WILSON DIRECTOR 2.00 X 0 0 0 CRAIG VAREAM TREASURER (UNTIL 06/18) 2.00 X X 0 0 0 JANET O ESTEP PRESIDENT & CEO 40.00 X 995664 0 29574 JANE E LARIMER COO & GENERAL COUNSEL 40.00 X 687971 0 29907 PAMELA B MOORE SVP & CFO 40.00 X 318050 0 19927 SCOTT M LANG SVP ASSOCIATION SERVICES 40.00 X 317944 0 23049 MICHAEL HERD SVP NETWORK SERVICES 40.00 X 301328 0 31689 GEORGE THROCKMORTON MANAGING DIRECTOR 40.00 X 238721 0 21902 WILLIAM SULLIVAN SR. DIR. & GROUP MANAGER 40.00 X 226813 0 18110 MICHAEL MURPHY SR. DIR. & GROUP MANAGER 40.00 X 197869 0 22469 VICTORIA DAY SR. DIR. & GROUP MANAGER 40.00 X 188387 0 21235 SAMANTHA CARRIER SENIOR DIRECTOR 40.00 X 175083 0 30621 3647830 0 248483 37 0 1 0 ACCENTURE LLP 161 NORTH CLARK STREET CHICAGO IL 60601 TECHNOLOGY CONSULTANT 422967 OMNIPRESS 2900 ANDERSIN STREET MADISON WI 53704 PRINTING 336500 O'KEEFE COMMUNICATIONS LLC 2 BETHESDA METRO CENTER 300 BETHESDA MD 20814 COMMUNICATIONS 228789 JDA FRONTLINE 800 NORTH CAPITAL STREET NW 800 WASHINGTON DC 20002 CONSULTING 224081 SIDLEY & AUSTIN 1501 K STREET NW WASHINGTON DC 20005 LEGAL SERVICES 219478 10 ACH ADMINISTRATIVE FEE 900099 11347368 11347368 CONFERENCES 900099 3825938 3042343 783595 MEMBERSHIP DUES 900099 3239397 3193147 46250 ACCREDITATION PROGRAMS 900099 768236 768236 EDUCATION AND TRAINING 611710 617774 606630 11144 346942 346942 20145655 62830 62830 187617 187617 71680 71630 50 50 50 1458797 380653 1078144 1078144 CONSULTATIVE SERVICES 541900 298181 298181 PREFERRED MARKETING PROGRAM 541990 162695 81347 48809 32539 11500 11500 472376 21946672 20464157 346990 1135525 2755103 7114880 461478 825145 568088 349440 119881 1296091 1587472 205147 1208266 525895 541028 1637599 1016 899780 176556 RESEARCH 174539 BANK & CREDIT CARD FEES 141401 DUES & SUBSCRIPTIONS 118024 REBATES 89266 23335 20819430 38383 69885 8068270 8658685 1374784 1917833 25338 23671 759366 862758 6148437 3865869 2872454 2282568 3970655 4233478 1869269 1841174 18978519 19890052 3019216 3078077 2977075 3151269 3858110 3388923 9854401 9618269 X 9124118 10271783 9124118 10271783 18978519 19890052 1127242 20423 0 X X 0 1 X 1 0 0 0 0 3239397 6042 6042 0 6042 1561041 637050 923991 1148115 802376 345739 3439281 2426443 1012838 2282568 ACCRUED INTEREST 22682 DEFERRED COMPENSATION PLAN ASSETS 1763439 DEPOSITS 55053 1841174 DEFERRED RENT OBLIGATION 1605906 DEFERRED COMPENSATION OBLIGATION 1763439 CAPITAL LEASE OBLIGATION 19578 3388923 X 22347748 20423 20423 22327325 -380653 -380653 21946672 21200083 380653 380653 20819430 0 20819430 PART X, LINE 2: THE ASSOCIATION IS EXEMPT FROM THE PAYMENT OF INCOME TAXES ON ITS EXEMPT ACTIVITIES UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE. THE ASSOCIATION ADOPTED THE INCOME TAX STANDARD FOR UNCERTAIN TAX POSITIONS. THE ASSOCIATION EVALUATED ITS TAX POSITIONS AND DETERMINED THAT ITS TAX POSITIONS ARE MORE-LIKELY-THAN-NOT TO BE SUSTAINED ON EXAMINATION. THE ASSOCIATION'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXMAINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. PART XI, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS SOLD -380,653. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 380,653. X X X X X 0 0 0 JANET O ESTEP PRESIDENT & CEO 515383 0 460000 0 20281 0 22000 0 7574 0 1025238 0 0 0 JANE E LARIMER COO & GENERAL COUNSEL 280850 0 388000 0 19121 0 22000 0 7907 0 717878 0 220833 0 PAMELA B MOORE SVP & CFO 217388 0 81000 0 19662 0 19035 0 892 0 337977 0 0 0 SCOTT M LANG SVP ASSOCIATION SERVICES 219783 0 78500 0 19661 0 19507 0 3542 0 340993 0 0 0 MICHAEL HERD SVP NETWORK SERVICES 226457 0 74250 0 621 0 19168 0 12521 0 333017 0 0 0 GEORGE THROCKMORTON MANAGING DIRECTOR 187100 0 51000 0 621 0 15528 0 6374 0 260623 0 0 0 WILLIAM SULLIVAN SR. DIR. & GROUP MANAGER 179192 0 47000 0 621 0 14661 0 3449 0 244923 0 0 0 MICHAEL MURPHY SR. DIR. & GROUP MANAGER 159287 0 36800 0 1782 0 13595 0 8874 0 220338 0 0 0 VICTORIA DAY SR. DIR. & GROUP MANAGER 151765 0 36000 0 622 0 12861 0 8374 0 209622 0 0 0 SAMANTHA CARRIER SENIOR DIRECTOR 147178 0 27500 0 405 0 11699 0 18922 0 205704 0 0 0 FORM 990, PART III, LINE 2 ADDED NEW ACCREDIDATION PROGRAM - ACCREDIDATION PAYMENTS RISK PROFESSIONAL (APRP). EARNING THE CREDENTIAL SIGNIFIES A PROFESSIONAL HAS COMPREHENSIVE PAYMENTS RISK MANAGEMENT EXPERTISE THAT IS NEEDED THROUGHOUT THE INDUSTRY AT FINANCIAL INSTITUTIONS, FINTECHS, PROCESSORS AND BUSINESSES. WITH THE APRP PROGRAM, THE PAYMENTS ECOSYSTEM NOW HAS A GROWING GROUP OF CREDENTIALED EXPERTS WHO CAN EFFECTIVELY HELP MANAGE PAYMENTS RISK FOR ORGANIZATIONS, ENHANCE PAYMENTS PROCESSES, MAINTAIN SOUND PAYMENTS PRACTICES, AND ENSURE COMPLIANCE WITH REGULATIONS. THE ORGANIZATION ALSO ENTERED INTO A STRATEGIC COMBINATION AGREEMENT WITH THE INTERACTIVE FIANCIAL EXCHANGE FORUM (IFX) IN 2018. BOTH ORGANIZATIONS EXIST TO SUPPORT THE GLOBAL FINANCIAL SERVICES INDUSTRY. IFX HAS DEVELOPED STANDARDS RELATING TO THE ELECTRONIC EXCHANGE OF FINANCIAL DATA. NACHA ACQUIRED THE ASSETS, PROGRAMS, AND ACTIVITIES OF IFX, UPON WHICH TRANSFER IFX BECAME AN EMANCIPATED GROUP WITHIN NACHA THAT IS SUPPORTED BY NACHA RESOURCES AND ADMINISTRATIVE CAPABILITIES. FORM 990, PART VI, SECTION A, LINE 1 THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR THE MANAGEMENT OF THE CORPORATION WHEN THE BOARD IS NOT IN SESSION. THE EXECUTIVE COMMITTEE CONSISTS OF THE CHAIRPERSON, THE VICE-CHAIRPERSON, AND THE SECRETARY/TREASURER, AND IS CHAIRED BY THE CHAIRPERSON OF THE BOARD. THE PRESIDENT OF THE ORGANIZATION SERVES AS AN EX OFFICIO NON-VOTING MEMBER OF THE EXECTIVE COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION (NACHA) IS A TRADE ASSOCIATION. ITS BYLAWS INCLUDE THREE DISTINCT MEMBERSHIP CLASSES INCLUDING DIRECT FINANCIAL INSTITUTION (DFI) MEMBER, REGIONAL PAYMENTS ASSOCIATION (RPA) MEMBER AND COUNCIL MEMBERSHIPS. EACH CLASS OF MEMBERSHIP HAS THE RIGHT TO VOTE FOR DIRECTORS AND OFFICERS OF NACHA AND SHALL DESIGNATE ONE INDIVIDUAL REPRESENTATIVE FOR PURPOSES OF VOTING AND ANY OTHER PURPOSES RELEVANT TO NACHA. A DUES-BASED MEMBERSHIP ASSOCIATION THAT ADDRESSES PAYMENTS SYSTEM TOPICS AND HAS THE PRIMARY PURPOSE OF PROVIDING EDUCATIONAL, REGULATORY, AND COMMUNICATIONS SUPPORT FOR ITS MEMBERS' USE OF THE ACH NETWORK AND COMPLIANCE WITH THE NACHA OPERATING RULES IS ELIGIBLE TO JOIN AS A MEMBER RPA. RPAS HAVE THE AUTHORITY TO REPRESENT AND VOTE ON BEHALF OF ONLY ITS DFI MEMBERS ON THE NACHA OPERATING RULES. THE RPA SHALL BE INCORPORATED IN THE US, OR IF NOT INCORPORATED SHALL BE PART OF AN ENTITY THAT IS INCORPORATED IN THE US. A MAJORITY OF RPAS SHALL BE DFIS AND, IF APPLOCABLE, DFIS SHALL HOLD MAJORITY OWNERSHIP IN THE RPA PARENT ENTITY. DFI MEMBERS OF AN RPA SHALL BE CONSIDERED INDIRECT MEMBERS OF NACHA. A DFI THAT IS A MEMBER OF ANY PAYMENT ASSOCIATION THAT IS (I) ITSELF A MEMBER OF THE ORGANIZATION, AND (II) A RECOGNIZED PROVIDER OF EDUCATION AND TRAINING THAT HAS MET THE CRITERIA SET BY THE ORGANIZATION FOR PAYMENTS ACCREDITATION, MAY JOIN AS A MEMBER. REPRESENTATIVES OF DFIS AND OTHER STAKEHOLDERS FOCUSED ON DEVELOPING ELECTRONIC PAYMENT AND E-COMMERCE APPLICATIONS MAY FORM A COUNCIL IN ACCORDANCE WITH POLICIES AND PROCEDURES ADOPTED BY THE BOARD. THE COUNCIL IS PART OF THE ORGANIZATION AND NOT SEPARATELY INCORPORATED, BUT IS CONSIDERED A MEMBER. THE COUNCIL'S INDIVIDUAL OR ORGANIZATION MEMBERS, OR EMANCIPATED GROUPS, ARE NOT CONSIDERED MEMBERS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A EACH CLASS OF MEMBERSHIP SHALL HAVE THE RIGHT TO VOTE FOR DIRECTORS AND OFFICERS. FORM 990, PART VI, SECTION A, LINE 7B DFI AND RPA MEMBERS SHALL BE ALLOTTED A CERTAIN NUMBER OF VOTES ON THE NACHA OPERATING RULES BASED ON ANNUAL MEMBERSHIP DUES AND THE ANNUAL ACH ORIGINATED AND RECEIVED VOLUME OF ITS RESPECTIVE FINANCIAL INSTITUTIONS. DFI AND RPA MEMBERS SHALL HAVE THE POWER TO OVERRIDE ANY AMENDMENT TO THE BYLAWS VOTED ON BY THE BOARD OF DIRECTORS BY A TWO-THIRDS MAJORITY. FORM 990, PART VI, SECTION B, LINE 11B THE CHIEF EXECUTIVE DIRECTOR REVIEWS THE FORM 990 BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C ALL DIRECTORS OF THE BOARD ARE COVERED UNDER THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. A CONFLICT OF INTEREST EXISTS IF THE DIRECTOR'S ALLEGIANCE MIGHT BE SPLIT BETWEEN A NACHA POSITION OR RESPONSIBLITY AND SOME OTHER PROFESSIONAL POSITION OR RESPONSIBILITY. NEW DIRECTORS ARE PROVIDED A COPY OF THE CONFLICT OF INTEREST POLICY (COI) DURING BOARD ORIENTATION AND ARE REQUESTED TO COMPLETE A DISCLOSURE FORM OF ACTUAL OR POTENTIAL CONFLICTS. EACH DIRECTOR IS RESPONSIBLE FOR PROVIDING NOTICE TO THE CHAIRPERSON IF A CONFLICT OF INTEREST ARISES. THE CHAIRPERSON OF THE BOARD, IN CONSULTATION WITH THE THE EXECUTIVE COMMITTEE AS NECESSARY, REVIEWS AND DETERMINES IF A CONFLICT OF INTEREST EXISTS. A COMPLETE DISCLOSURE IS MADE TO THE FULL BOARD OF ALL BOARD MEMBERS' COI FILINGS, INCLUDING THE DATE OF THE LAST FILING AND ALL POTENTIAL AND ACTUAL CONFLICTS, BUSINESS AND OTHER. ANY DIRECTOR WITH A CONFLICT OF INTEREST MAY BE ASKED TO RECUSE HIM/HERSELF FROM REPORTS, DISCUSSION, DEBATES, AND DECISION-MAKING REGARDING THE MATTER. A DIRECTOR WITH A CONFLICT OF INTEREST MAY BE ASKED TO RESIGN IF DISCLOSURE AND RECUSAL CANNOT REMEDY THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15A AN INDEPENDENT COMPENSATION COMMITTEE ANNUALLY REVIEWS AND APPROVES THE COMPENSATION OF THE CHIEF EXECUTIVE DIRECTOR (CEO) BASED ON PERFORMANCE AND INDEPENDENT COMPENSATION RESEARCH OF SIMILAR INDUSTRY, SIZE, SCOPE, AND GEOGRAPHIC LOCATION. KEY MANAGEMENT EMPLOYEE COMPENSATION IS APPROVED BY THE CEO BASED ON PERFORMANCE AND INDEPENDENT RESEARCH RELATIVE TO BOTH BANKING AND ASSOCIATION INDUSTRIES. THE MOST RECENT PROCESS WAS PERFORMED IN 2018. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OR INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST AS REQUIRED UNDER DISCLOSURE REQUIREMENTS OF 501(C)(6). PART XII, LINE 2C THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.