2019-06-05T14:08:31-05:00 2018-12-31 521855942 TATE AND TRYON 2021 L STREET NW SUITE 400 WASHINGTON DC 20036 990 2018-01-01 522314113 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS NATI 5713673700 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 PETER R GLEASON PRESIDENT & CEO 5713673700 2019-05-31 1 FREDERICK LONGWOOD P00439715 2022932200 216.59.105.130 2019-05-31 13:43:06 ED P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 631311174E650386D10317F0F52B2C848ACC7DC1 2018 2019-02-21 02:37:17Z NACD PETER R GLEASON 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 37579630 0 X WWW.NACDONLINE.ORG X 1977 DC ORGANIZATION SERVING THE CORPORATE GOVERNANCE AND CONTINUING EDUCATIONAL NEEDS OF INDIVIDUAL AND CORPORATE BOARD MEMBERS. 9 8 124 290 1828135 427057 0 0 31443176 34139078 489881 686724 15298 5016 31948355 34830818 0 0 0 0 13709036 15921893 0 0 0 15574354 17885277 29283390 33807170 2664965 1023648 35959322 37219024 19311447 20421136 16647875 16797888 X FOUNDED IN 1977, NACD IS A NATIONAL NON-PROFIT MEMBERSHIP AND EDUCATIONAL ORGANIZATION DEDICATED EXCLUSIVELY TO SERVING THE CORPORATE GOVERNANCE NEEDS OF CORPORATE BOARDS AND INDIVIDUAL BOARD MEMBERS. NACD PROMOTES HIGH PROFESSIONAL BOARD STANDARDS, CREATES FORUMS FOR PEER INTERACTION, ENHANCES DIRECTOR EFFECTIVENESS, COMMUNICATES AND MONITORS THE POLICY INTERESTS OF DIRECTORS, CONDUCTS BENCHMARKING RESEARCH AND EDUCATES BOARDS AND DIRECTORS CONCERNING TRADITIONAL AND CUTTING-EDGE ISSUES. 0 0 9743646 12764951 EDUCATIONAL PROGRAMS - NACD CONDUCTS PROGRESSIVE, INTERACTIVE SEMINARS AND CONFERENCES (BOTH TRADITIONAL IN-PERSON AND VIRTUAL) DESIGNED FOR BOTH EXECUTIVE MANAGEMENT AND DIRECTORS. NACD ALSO OFFERS ITS FULL CURRICULUM AS IN-HOUSE EDUCATIONAL PROGRAMS THAT CAN BE INDIVIDUALLY TAILORED TO MEET SPECIFIC NEEDS. 6051805 MARKETING & COMMUNICATIONS - MARKETING AND COMMUNICATIONS WORKS PRIMARILY TO ENHANCE NACD'S POSITION IN THE MARKETPLACE BY CREATING AWARENESS FOR OUR MEMBERSHIP, RESEARCH, AND EDUCATIONAL PROGRAMS. THEY ALSO LEAD OUR COMMUNICATIONS EFFORTS BY COORDINATING OUR PRESS OUTREACH, AS WELL AS OUR EFFORTS AROUND SOCIAL MEDIA AND ADVERTISING. THEY COORDINATE OUR ACTIVITIES WITH OUR CONTENT PARTNERS AND ARE RESPONSIBLE FOR COORDINATING DELIVERABLES IN CONJUNCTION WITH THOSE PARTNERS ACROSS OUR ACTIVITY LINES. 4844636 15475412 MEMBERSHIP - PROVIDES SERVICES TO 20,283 MEMBERS & VARIOUS CUSTOMERS. MEMBERSHIP BENEFITS INCLUDE: CONTINUING DIRECTOR EDUCATION, BENCHMARKING RESEARCH IN NUMEROUS BOARD AND COMMITTEE PRACTICES, THOUGHT LEADERSHIP PUBLICATIONS, PRACTICAL HANDBOOKS FOR COMMITTEES AND BOARDS, DIRECTOR SEARCH SERVICES, AND OTHER RESOURCES. 2047105 2529970 BOARD ADVISORY SERVICES - PROVIDES EDUCATIONAL PROGRAMS FOR COMPANIES THAT ARE CUSTOMIZED AROUND THE BOARD'S NEEDS AS THEY RELATE TO CORPORATE GOVERNANCE ISSUES. 2843789 1540610 RESEARCH AND PUBLICATIONS - PROVIDES EDUCATIONAL PUBLICATIONS DESIGNED TO PROMOTE EFFECTIVE CORPORATE BOARD LEADERSHIP. THESE PUBLICATIONS INCLUDE THE NACD DIRECTORSHIP MAGAZINE AND OUR DAILY PUBLICATION, DIRECTORS DAILY. 2473140 CHAPTERS 7364034 4070580 28004121 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 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 0 0 0 1 146 0 1 124 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 9 8 0 0 0 0 1 0 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 CA X ALEX OBUCHOWSKI 5713673770 1515 N COURTHOUSE RD SUITE 1200 ARLINGTON VA 22201 X KAREN N HORN CHAIRMAN 6.00 X X 0 0 0 WILLIAM E MCCRACKEN VICE CHAIRMAN 6.00 X X 0 0 0 CARI M DOMINGUEZ DIRECTOR 6.00 X 1750 0 0 RAYMOND V GILMARTIN DIRECTOR 4.00 X 9000 0 0 SUE W COLE DIRECTOR 6.00 X 0 0 0 NICHOLAS M DONOFRIO DIRECTOR 4.00 X 3000 0 0 CHARLES H NOSKI DIRECTOR (THRU 5/18) 4.00 X 0 0 0 BRENDA J GAINES DIRECTOR 4.00 X 0 0 0 M CHRISTIAN MITCHELL DIRECTOR 6.00 X 0 0 0 PETER R GLEASON PRESIDENT & CEO 60.00 X X 746497 0 164888 STEVEN R WALKER GENERAL COUNSEL, SECRETARY 60.00 X 415457 0 106848 ALEX S OBUCHOWSKI CONTROLLER & TREASURER 60.00 X 197240 0 31237 KATHERINE B DAVIS CHIEF OPERATING OFFICER 60.00 X 407048 0 124869 ERIN ESSENMACHER CHIEF PROGRAMMING OFFICER 60.00 X 387818 0 121343 HENRY V STOEVER CHIEF MARKETING OFFICER 60.00 X 429431 0 125416 CHRISTOPHER Y CLARK DIRECTOR OF PARTNER RELATI 55.00 X 308765 0 45449 MATTHEW BARONE DIRECTOR OF BOARD DEVELOPM 55.00 X 321893 0 23814 FRISO VAN DER OORD DIRECTOR OF RESEARCH 55.00 X 252350 0 19562 SUSAN PALEY CHAPTER ADVANCEMENT OFFICE 55.00 X 243440 0 15781 STEPHANIE MULLETTE DIRECTOR OF CORPORATE SOLUTIONS 55.00 X 262706 0 30007 MICHELLE HOOPER FORMER DIRECTOR 0.00 X 21000 0 0 4007395 0 809214 29 1 1 0 REGENCY COMMERCIAL CONSTRUCTION 6901 MUIRKIRK MEADOWS DR STE D BELTSVILLE MD 20705 COMMERCIAL CONSTRUCTION OF NEW OFFICE 549000 EVENTEQ LLC 7079 OAKLAND MILLS ROAD SUITE 4 COLUMBIA MD 21046 EVENT SERVICES 505407 ENC STRATEGY 3100 CLARENDON BLVD ARLINGTON VA 22201 MARKETING/PR SERVICES 489761 MOSAIC 4801 VIEWPOINT PLACE CHEVERLY MD 20781 COMMERCIAL PRINTING SERVICES 386026 GLOBAL PRINTING DBA MORE VANG PO BOX 16240 ALEXANDRIA VA 22302 COMMERCIAL PRINTING SERVICES 335605 22 MEMBERSHIP DUES 900099 15475412 15475412 EDUCATIONAL PROGRAMS 900099 12764951 12764951 BOARD ADVISORY SVCS 900099 2529970 2529970 RESEARCH AND PUBS 900099 2368195 1540610 827585 DIRECTORS REGISTRY 541800 1000550 1000550 34139078 724121 724121 4346 4346 2711415 2748812 -37397 -37397 -37397 MISCELLANEOUS 541800 670 670 670 34830818 32310943 1828135 691740 3293008 2624992 668016 10424255 8284919 2139336 590222 507721 82501 872832 498516 374316 741576 649655 91921 47506 47506 57369 57369 66274 66274 1967247 1794161 173086 446029 446029 558887 558887 1060269 911970 148299 1653042 1313794 339248 1404281 1131337 272944 3988342 3823890 164452 720268 572450 147818 79432 79432 PRINTING AND PUBLICATIO 2347905 2307781 40124 FACULTY & SPEAKER FEES 1671576 1671576 OTHER OPERATING EXPENSE 767251 529238 238013 CHAPTER DUES & INCENTIV 738807 733607 5200 310792 202485 108307 33807170 28004121 5803049 0 9145890 6927756 1852050 429934 61747 14619 1662039 1241571 6189009 1437939 5005700 4751070 17094896 22717074 1137000 1137000 35959322 37219024 3583029 3120839 10410619 11456784 5317799 5843513 19311447 20421136 X 16647875 16797888 16647875 16797888 35959322 37219024 1023648 -873635 0 X X 0 1 X 1 0 X 9750624 11808816 12347880 13992550 15475412 63375282 9750624 11808816 12347880 13992550 15475412 63375282 63375282 221280 206757 359401 486323 728467 2002228 30461 135936 130546 207030 427057 931030 3066 14585 3688 12006 607 33952 66342492 75010622 0.95530 0.96740 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: INCOME FROM ACTIVITIES NOT IN THE NORMAL COURSE OF BUSINESS 4384362 450951 3933411 1804647 986988 817659 4751070 DEFERRED COMPENSATION 1229390 ACCRUED RENT EXPENSE 4614123 5843513 33890909 -873635 -873635 34764544 66274 66274 34830818 33740896 0 33740896 66274 66274 33807170 X X 1 1 X X X X 0 1 0 0 0 0 0 1 0 PETER R GLEASON PRESIDENT & CEO 513730 0 230000 0 2767 0 133489 0 35147 0 915133 0 30000 0 STEVEN R WALKER GENERAL COUNSEL, SECRETARY 273656 0 140000 0 1801 0 102471 0 8042 0 525970 0 30000 0 ALEX S OBUCHOWSKI CONTROLLER & TREASURER 175830 0 21250 0 160 0 16538 0 17933 0 231711 0 0 0 KATHERINE B DAVIS CHIEF OPERATING OFFICER 269635 0 137000 0 413 0 105600 0 22955 0 535603 0 30000 0 ERIN ESSENMACHER CHIEF PROGRAMMING OFFICER 265549 0 122000 0 269 0 102128 0 22336 0 512282 0 30000 0 HENRY V STOEVER CHIEF MARKETING OFFICER 282130 0 145000 0 2301 0 104993 0 24137 0 558561 0 30000 0 CHRISTOPHER Y CLARK DIRECTOR OF PARTNER RELATI 175197 0 132500 0 1068 0 16650 0 33176 0 358591 0 0 0 MATTHEW BARONE DIRECTOR OF BOARD DEVELOPM 159272 0 162500 0 121 0 14378 0 12478 0 348749 0 0 0 FRISO VAN DER OORD DIRECTOR OF RESEARCH 217150 0 35000 0 200 0 19562 0 2830 0 274742 0 0 0 SUSAN PALEY CHAPTER ADVANCEMENT OFFICE 173100 0 70000 0 340 0 15660 0 3268 0 262368 0 0 0 STEPHANIE MULLETTE DIRECTOR OF CORPORATE SOLUTIONS 176238 0 86320 0 148 0 12719 0 20047 0 295472 0 0 0 MICHELLE HOOPER FORMER DIRECTOR 21000 0 0 0 0 0 0 0 0 0 21000 0 0 0 PART I, LINE 1A NACD'S PRESIDENT & CEO HAS AN OUT-OF-STATE MEMBERSHIP IN THE YALE CLUB OF NEW YORK THAT IS PAID FOR BY THE ASSOCIATION. THE MEMBERSHIP ALLOWS FOR DISCOUNTED LODGING RATES IN NEW YORK CITY THAT ARE USED FOR BUSINESS PURPOSES BY MEMBERS OF THE SENIOR STAFF WHEN AVAILABLE AND WHEN TRAVELING IN NEW YORK CITY. THE CLUB ALSO HAS RECIPROCAL MEMBERSHIPS WITH CLUBS AROUND THE COUNTRY THAT ARE ALSO UTILIZED FOR THIS PURPOSE. FIRST CLASS AIRFARE IS AVAILABLE TO BOARD MEMBERS TRAVELING IN EXCESS OF 3 HOURS ON THE COMPANY'S BEHALF. PART I, LINE 1B PER THE COMPENSATION COMMITTEE'S CHARTER, ALL SUCH EXPENDITURES HAVE BEEN APPROVED BY THE COMMITTEE. PART I, LINE 4B THERE IS A NEW LTIP 457F PLAN WHICH BEGAN IN 2017. THE ASSOCIATION RECOGNIZED EXPENSE FOR THE FOLLOWING PLAN PARTICIPANTS IN 2018: PETER GLEASON - $93,333 KATHERINE DAVIS - $80,833 ERIN ESSENMACHER - $80,833 HENRY STOEVER - $80,833 STEVEN WALKER - $80,833 PART I, LINE 7 BONUSES ARE PAID ANNUALLY BASED UPON MULTIPLE PERFORMANCE CRITERIA. BONUSES ARE BASED ON A VARIETY OF PERFORMANCE FACTORS, INCLUDING INTERNAL METRICS, TEAM BUILDING, COMMUNICATION, ORGANIZATIONAL GOALS, QUALITY OF WORK, AND ACHIEVEMENT OF STRATEGIC GOALS. FORM 990, PART VI, SECTION A, LINE 1 THE BOARD MAY APPOINT AN EXECUTIVE COMMITTEE, WHICH SHALL HAVE AUTHORITY TO TAKE SUCH ACTIONS FOR THE BOARD AS MAY BE REQUIRED BETWEEN MEETINGS OF THE BOARD, PROVIDED SUCH ACTIONS ARE NOT INCONSISTENT WITH LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS. FORM 990, PART VI, SECTION A, LINE 6 NACD CURRENTLY SERVES 20,283 MEMBERS, PRIMARILY IN THE UNITED STATES, BUT WITH A SMALL INTERNATIONAL CONTINGENT. WE DIVIDE MEMBERSHIP INTO TWO PRIMARY CLASSES, INDIVIDUAL MEMBERS AND FULL BOARD MEMBERS. FULL BOARD MEMBERS JOIN AS A GROUP, AND DURING 2017, SLIGHTLY MORE THAN 79% OF OUR MEMBERSHIP WAS COMPRISED OF FULL BOARD MEMBERS. MEMBERS (REGARDLESS OF CLASSIFICATION) ARE NOT PERMITTED TO ELECT MEMBERS OF OUR GOVERNING BOARD OF DIRECTORS, NOR DO THEY SHARE IN ANY MONETARY PROFITS GENERATED BY THE ORGANIZATION. OUR MEMBERS PARTICIPATE WITH THE ORGANIZATION IN A VARIETY OF WAYS, INCLUDING THROUGH OUR CHAPTER NETWORK IN 21 CITIES ACROSS THE COUNTRY WHERE MONTHLY EDUCATIONAL PROGRAMMING IS OFFERED. MEMBERS ALSO PARTICIPATE VIA ROUNDTABLE DISCUSSIONS BOTH AT THE NATIONAL AND CHAPTER LEVEL, WHERE A TOPIC IS IDENTIFIED FOR DISCUSSION AND DIRECTOR INPUT IS SOUGHT. WE CAPTURE THAT INFORMATION FROM THE DIALOGUE TO SHARE WITH OTHER MEMBERS THROUGH WHITEPAPERS, RESEARCH REPORTS, AND INPUT INTO RESPONSES TO REGULATORY REQUESTS FOR COMMENTS. MEMBERS ALSO ATTEND OUR EDUCATIONAL OFFERINGS AROUND THE COUNTRY, AND ALSO CAN ATTEND OUR ANNUAL CONFERENCE IN THE WASHINGTON, DC AREA. FORM 990, PART VI, SECTION B, LINE 11B A DRAFT OF FORM 990 WAS PREPARED BY OUR INDEPENDENT AUDITOR AND REVIEWED BY SENIOR MANAGEMENT. THE DRAFT WAS THEN PROVIDED TO OUR AUDIT & FINANCE COMMITTEE, AS WELL AS THE FULL BOARD OF DIRECTORS FOR REVIEW. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS AND DIRECTORS ARE REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT ANNUALLY. THE DIRECTORS' SIGNED STATEMENTS ARE REVIEWED BY THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS. ANY POTENTIAL CONFLICT OF INTEREST IS DISCUSSED BY THE FULL BOARD OF DIRECTORS. IF A CONFLICT OF INTEREST IS IDENTIFIED AT THE BOARD LEVEL, THAT DIRECTOR WOULD RECUSE HIMSELF/HERSELF FROM ANY DISCUSSION/DELIBERATIONS ABOUT THAT TOPIC. WE ALSO HAVE A SYSTEM OF INTERNAL CONTROLS WHICH MONITORS EMPLOYEE EXPENSES AND THE REIMBURSEMENT OF EXPENSES. THE PRESIDENT & CEO'S EXPENSE REPORTS ARE REVIEWED AND APPROVED BY THE COO. IN ADDITION, THE PRESIDENT & CEO'S EXPENSE REPORTS ARE REVIEWED BY THE CHAIRMAN OF THE BOARD'S AUDIT & FINANCE COMMITTEE ON A REGULAR BASIS. WE ALSO REQUIRE MULTIPLE SIGNATURES ON ANY CHECK WRITTEN BY THE ORGANIZATION FOR MORE THAN $20,000, OTHER THAN FOR RENT OR COMPANY-WIDE STAFF INSURANCE PREMIUMS. FORM 990, PART VI, SECTION B, LINE 15 THE NACD BOARD OF DIRECTORS HAS A COMPENSATION COMMITTEE COMPRISED OF FOUR INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. THE COMPENSATION COMMITTEE IS CHARGED WITH ASSISTING THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO THE COMPENSATION AND BENEFITS OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM WITH AN ANNUAL COMPENSATION OF $200,000 OR GREATER. ANY BONUSES PAID TO THE SENIOR MANAGEMENT TEAM ARE ALSO APPROVED BY THE COMPENSATION COMMITTEE. ACCORDING TO THE COMMITTEE'S CHARTER, ITS OVERSIGHT RESPONSIBILITIES INCLUDE: 1. DEVELOPING A COMPENSATION PHILOSOPHY AND POLICIES FOR APPROVAL BY THE BOARD 2. REVIEW OF NACD'S GOALS AND OBJECTIVES RELEVANT TO THE COMPENSATION OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM FOR APPROVAL BY THE BOARD 3. ANNUALLY EVALUATE THE CEO'S PERFORMANCE IN LIGHT OF THESE GOALS AND OBJECTIVES, AND MAKE A RECOMMENDATION TO THE BOARD WITH RESPECT TO THE CEO'S COMPENSATION 4. THE CEO WILL ESTABLISH SALARIES AND ANY ADJUSTMENTS FOR MEMBERS OF THE STAFF BELOW $200,000 IN ANNUAL COMPENSATION FOLLOWING APPROVAL OF A MERIT AND BONUS POOL BY THE COMMITTEE, AND 5. ANNUALLY REVIEW THE CEO'S AND THE CEO'S SENIOR MANAGEMENT TEAM COMPENSATION TO ENSURE THAT SUCH SALARIES, BONUSES, AND BENEFITS ARE APPROPRIATE AND CONSISTENT WITH PUBLISHED COMPENSATION SURVEYS OR GUIDANCE RECEIVED BY OUTSIDE CONSULTANTS. THE COMMITTEE WILL ALSO REVIEW ANY CHANGE IN BENEFITS INCLUDING COMMUTING APPLICABLE TO THE CEO'S SENIOR MANAGEMENT TEAM. FORM 990, PART VI, SECTION C, LINE 19 NACD'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW ON OUR WEBSITE: WWW.NACDONLINE.ORG. INCLUDED ARE NACD'S GOVERNANCE GUIDELINES, BOARD OF DIRECTORS' BIOGRAPHIES, ALL COMMITTEE CHARTERS, BYLAWS, CODE OF ETHICS, AND DOCUMENT RETENTION POLICY. WE KEEP A COPY OF OUR AUDITED FINANCIAL STATEMENTS AND OUR IRS FORM 990 AVAILABLE FOR PUBLIC REVIEW IN OUR OFFICES. OUR IRS FORM 990 IS ALSO AVAILABLE ON GUIDESTAR. NACD'S CONFLICT OF INTEREST POLICY IS DESCRIBED ABOVE, AND IS NOT CURRENTLY PUBLISHED ON OUR WEBSITE. FORM 990, PART VII, SECTION A: THREE MEMBERS OF THE GOVERNING BODY RECEIVED FEES FOR CONTRACTED SERVICES THEY PROVIDED IN THEIR CAPACITY AS A FACULTY MEMBER AT THE ASSOCIATION'S WORK PROGRAMS DESCRIBED IN PART III. FORM 990, PART XII, LINE 2C: THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PREVIOUS YEAR.