2014-08-12T11:00:10-05:00 2013-12-31 990 2013-01-01 141815612 NEW YORK INDEPENDENT SYSTEM OPERATOR INC NEWY 5183566000 10 KREY BOULEVARD RENSSELAER NY 12144 CHERYL HUSSEY VICE PRESIDENT AND CFO 2014-08-12 2013 2015-11-30 17:44:51Z STEPHEN G WHITLEY 10 KREY BOULEVARD RENSSELAER NY 12144 159841180 false X WWW.NYISO.COM X 1997 NY NYISO'S MISSION, IN COLLABORATION WITH ITS STAKEHOLDERS, IS TO SERVE THE PUBLIC INTEREST AND PROVIDE BENEFIT TO CONSUMERS BY: MAINTAINING AND ENHANCING REGIONAL RELIABILITY, OPERATING OPEN, FAIR AND COMPETITIVE WHOLESALE ELECTRICITY MARKETS, PLANNING THE POWER SYSTEM FOR THE FUTURE , AND PROVIDING FACTUAL INFORMATION TO POLICY MAKERS, STAKEHOLDERS AND INVESTORS IN THE POWER SYSTEM. 9 8 591 0 0 0 15554109 8942426 148353071 150892754 -424210 -22826 0 0 163482970 159812354 0 10000 0 0 71027036 74354430 0 0 0 92455934 85447924 163482970 159812354 0 0 520553377 911742290 520553377 911742290 0 0 NYISO'S MISSION, IN COLLABORATION WITH ITS STAKEHOLDERS, IS TO SERVE THE PUBLIC INTEREST AND PROVIDE BENEFIT TO CONSUMERS BY: MAINTAINING AND ENHANCING REGIONAL RELIABILITY, OPERATING OPEN, FAIR AND COMPETITIVE WHOLESALE ELECTRICITY MARKETS, PLANNING THE POWER SYSTEM FOR THE FUTURE , AND PROVIDING FACTUAL INFORMATION TO POLICY MAKERS, STAKEHOLDERS AND INVESTORS IN THE POWER SYSTEM. false false 120287137 10000 150892754 NYISO, GOVERNED BY AN INDEPENDENT BOARD OF DIRECTORS AND A COMMITTEE STRUCTURE COMPRISED OF STAKEHOLDER REPRESENTATIVES, IS SUBJECT TO THE OVERSIGHT OF THE FEDERAL ENERGY REGULATORY COMMISSION, AND REGULATED IN CERTAIN ASPECTS BY THE NEW YORK STATE PUBLIC SERVICE COMMISSION. ITS OPERATIONS ARE ALSO OVERSEEN BY ELECTRIC SYSTEM RELIABILITY ORGANIZATIONS, INCLUDING THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION, NORTHEAST POWER COORDINATING COUNCIL, AND THE NEW YORK STATE RELIABILITY COUNCIL. NYISO'S EFFORTS TO SERVE THE PUBLIC INTEREST AND PROVIDE BENEFIT TO CONSUMERS INCLUDE: * OPERATION OF THE BULK ELECTRICITY GRID IN NEW YORK STATE, MANAGING THE FLOW OF POWER ON OVER 11,000 CIRCUIT-MILES OF HIGH-VOLTAGE TRANSMISSION LINES, FROM MORE THAN 500 POWER GENERATING UNITS, ON A MINUTE-TO-MINUTE BASIS, 24 HOURS-A- DAY, SEVEN DAYS-A-WEEK * ADMINISTRATION AND MONITORING OF NEW YORK'S WHOLESALE ELECTRICITY MARKETS, INVOLVING APPROXIMATELY 390 MARKET PARTICIPANTS IN DAILY AND HOURLY AUCTIONS THAT MATCH THE BUYERS AND SELLERS OF POWER. * CONDUCTING LONG-TERM PLANNING ASSESSMENTS OF NEW YORK STATE'S ELECTRICITY RESOURCES AND POWER NEEDS, EVALUATING THE FEASIBILITY OF PROJECTS PROPOSED TO MEET THOSE NEEDS, AND PROVIDING INFORMATION AND ANALYSIS TO POLICY MAKERS ON ENERGY ISSUES. * DEVELOPMENT AND DEPLOYMENT OF COMMUNICATIONS AND DATA MANAGEMENT SYSTEMS TO OPTIMIZE THE DISPATCH OF POWER ON THE BULK POWER SYSTEM AND IMPLEMENT EVOLVING WHOLESALE ELECTRICITY MARKET DESIGN, AS WELL AS THE ADMINISTRATION OF SMART GRID INFRASTRUCTURE ENHANCEMENTS. 120287137 true true false true false false false true false true false false false true true true false false false false false false false false false false true false true false false false false false false true false false false false false false true false false false false true X 226 0 true 591 true false false false false false false false false false false X 9 8 false false false false false false false true false false true true true true true true true true false NY X CHERYL HUSSEY 5183566000 10 KREY BLVD RENSSELAER NY 12144 STEPHEN G WHITLEY PRESIDENT, CEO 60.00 X X 1430756 0 373993 ALFRED F BOSCHULTE DIRECTOR 16.00 X 129250 0 0 ANASTASIA M SONG DIRECTOR 12.00 X 78250 0 0 AVE M BIE DIRECTOR 15.00 X 122250 0 0 DANIEL HILL DIRECTOR 12.00 X 56833 0 0 ERLAND E KAILBOURNE DIRECTOR 12.00 X 115000 0 0 JAMES V MAHONEY DIRECTOR 16.00 X 127750 0 0 KAREN ANTION DIRECTOR 12.00 X 55167 0 0 MICHAEL B BEMIS DIRECTOR 16.00 X 134750 0 0 ROBERT A HINEY CHAIR, BOARD OF DIRECTORS 15.00 X 156500 0 0 THOMAS F RYAN JR DIRECTOR 12.00 X 104500 0 0 CHERYL HUSSEY VP & CHIEF FINANCIAL OFFICER 51.00 X 233651 0 91357 DIANE L EGAN CORP SECY & SECRETARY TO BOARD 55.00 X 183232 0 31051 JENNIFER CHATT VP OF HUMAN RESOURCES 46.00 X 285918 0 119251 MARY K MCGARVEY VP & CHIEF FINANCIAL OFFICER 42.00 X 260127 0 27440 RANA MUKERJI SENIOR VP MARKET STRUCTURES 45.00 X 499335 0 148840 RICARDO T GONZALES SENIOR VP OF OPERATIONS & COO 53.00 X 745431 0 136773 RICHARD J DEWEY SENIOR VP & CIO 53.00 X 474494 0 143717 ROBERT E FERNANDEZ VP & GENERAL COUNSEL 48.00 X 484931 0 153281 THOMAS J RUMSEY VP EXTERNAL AFFAIRS 53.00 X 433415 0 132410 WESLEY J YEOMANS VP OF OPERATIONS 51.00 X 431903 0 132617 XINGYONG H CHAO VP SYST. & RESOURCES PLANNING 56.00 X 403791 0 127563 BELINDA F THORNTON DIRECTOR, MARKET MITIGATION & ANALYSIS 46.00 X 249046 0 64355 EMILIE R N CHRAPOWITZKY DIRECTOR, OPERATIONS 48.00 X 210504 0 78531 JACK BARSKY DIRECTOR IT SOFTWARE TECHNOLOGIES 43.00 X 232924 0 71252 JOHN A RAVALLI MANAGER GRID OPERATIONS 45.00 X 220168 0 -154022 ROBERT A PIKE DIRECTOR OF MARKET DESIGN 53.00 X 254196 0 84155 TODD ROMANSKY MANAGER IT INFRASTRUCTURES 44.00 X 176350 0 30786 ZIAUDDIN AHMED DIRECTOR OF INTERNAL AUDIT 40.00 X 342597 0 17344 ALEX SCHNELL SENIOR ATTORNEY 45.00 X 239409 0 44746 JANET S JOYCE DIRECTOR, PROD. & PROJ. MGMT. 45.00 X 253543 0 74791 JOHN P BUECHLER EXECUTIVE REGULATORY POLICY ADVISOR 46.00 X 488031 0 22729 KAREN G GACH DIRECTOR DEPUTY GENERAL COUNSEL 47.00 X 269884 0 91550 RAYMOND STALTER DIRECTOR REGULATORY AFFAIRS 40.00 X 230577 0 57805 NICOLE M BOUCHEZ PRINCIPAL ECONOMIST 43.00 X 158625 0 23637 RYAN R SMITH MGR OF RELIABILITY & MARKETS TECHNOLOGIES 43.00 X 176800 0 35457 10449888 0 2161409 254 true true false ABB INC 940 MAIN CAMPUS DRIVE RALEIGH NC 27606 CONSULTING SERVICES 9611746 HUNTON AND WILLIAMS 200 PARK AVE 43RD FLOOR NEW YORK NY 10166 LEGAL SERVICES 4284564 POTOMAC ECONOMICS 9900 FAIRFAX BOULEVARD SUITE 560 FAIRFAX VA 22030 CONSULTING SERVICES 3159129 WOODWARD CONNOR GILLIES SELEMAN ARCHITECTS PC 20 CORPORATE WOODS BLVD ALBANY NY 12211 ARCHITECTUAL CONSULTING SERVICES 2150609 UTILICAST LLC 321 3RD STREET SUITE 402 KIRKLAND WA 98083 CONSULTING SERVICES 1973063 33 8942426 8942426 TRANSMISSION TARIFF 221000 146951582 146951582 PLANNING STUDY FEES 221000 2867211 2867211 GOVERNANCE COMMITTEE FEES 221000 453700 453700 MARKET TRAINING COURSE FEES 221000 257187 257187 WIND FORECASTING SUBSCRIPTION 221000 247413 247413 115661 115661 0 0 150892754 6000 6000 0 0 0 0 0 0 28826 0 -28826 -28826 -28826 0 0 0 0 0 0 0 0 0 0 0 159812354 150892754 0 -22826 10000 10000 0 0 0 8862322 805949 8056373 125578 68870 56708 48678741 33582269 15096472 6735832 4024808 2711024 5888872 3856889 2031983 4063085 2427783 1635302 0 4947721 4563899 383822 747997 747997 75842 75842 0 0 15824051 15824051 0 0 20645 20645 0 3192302 2041679 1150623 17209056 14545256 2663800 0 5304764 3771941 1532823 812314 380220 432094 0 1278341 869561 408780 732108 732108 0 22707966 22707966 2617416 2617416 FERC FEES 10951756 10951756 GRANT EXPENSES-NEW YORK TRANSMISSION OWNERS 4864596 4864596 NPCC FEES 283927 283927 CHANGE IN FMV INTEREST RATE SWAPS -6122878 -6122878 0 0 0 0 159812354 120287137 39525217 0 0 738567 476536 378310392 651360500 2172599 9939517 4695010 100556299 0 0 0 0 7660497 8242119 309884199 184987342 101710411 124896857 0 0 0 0 25265901 16270462 520553377 911742290 119669932 328604680 6506515 11840913 267083154 422789519 0 0 36239433 56439777 52252381 49233333 38801962 42834068 520553377 911742290 0 0 520553377 911742290 0 X false true X true true true X 2554777 3861203 15554109 8942426 30912515 139223156 146770657 150803347 148353071 150892754 736042985 0 0 0 139223156 149325434 154664550 163907180 159835180 766955500 0 0 0 0 0 0 54857195 58742250 56747746 69720162 72357809 312425162 54857195 58742250 56747746 69720162 72357809 312425162 454530338 49863 26830 7652 4005 5999 94349 0 49863 26830 7652 4005 5999 94349 0 0 0 0 0 139273019 149352264 154672202 163911185 159841179 767049849 0.59260 0.60880 0.00010 0.00200 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 75842 0 75842 0 120211295 0 120287137 0 1000000 0 250000 0 0 0 1000000 1000000 1000000 1000000 4000000 6000000 46159 61331 78169 75842 261501 250000 250000 250000 250000 1000000 1500000 0 0 0 false true X 1803400 1803400 27169354 4634220 22535134 66341901 10040609 56301292 68055611 53008718 15046893 146513933 117303795 29210138 124896857 0 REGULATORY LIABILITIES 28798826 DEFERRED COMPENSATION 4846070 CHANGE IN FMV OF INTEREST RATE SWAPS 3680569 ACCRUED POSTRETIREMENT LIABILITY 3087905 ACCRUED PENSION LIABILITY 2030119 VOLTAGE RESERVE NET OF ACCRUED INTEREST 390579 42834068 X 159841180 0 0 159841180 -28826 -28826 159812354 159841180 0 0 159841180 -28826 -28826 159812354 Schedule D, Part IV, Line 2b, Explanation of escrow agreement THE AMOUNTS RECORDED ON LINE 21 OF PART X ON FORM 990 CONSIST OF WORKING CAPITAL RESERVES AND CASH COLLATERAL SECURITY DEPOSITS RECEIVED FROM MARKET PARTICIPANTS. ALL MARKET PARTICIPANTS CONTRIBUTE TO A WORKING CAPITAL RESERVE FUND, TOTALING $33,008,965 AT 12/31/13, WHICH IS USED TO PRESERVE LIQUIDITY IN THE NYISO MARKETS. ACCUMULATED INTEREST ON THE WORKING CAPITAL FUND IS DISTRIBUTED ANNUALLY TO MARKET PARTICIPANTS. ADDITIONALLY, CERTAIN MARKET PARTICIPANTS PROVIDE CASH AS COLLATERAL TO MEET THEIR NYISO CREDITWORTHINESS REQUIREMENTS. DEPOSITS TOTAL $389,780,555 AT 12/31/13 AND ARE INVESTED IN MONEY MARKET FUNDS ACCORDING TO MARKET PARTICIPANT DIRECTION. INTEREST/DIVIDENDS ARE PROVIDED TO PARTICIPANTS MONTHLY. Schedule D, Part X, Line 2, FIN 48 (ASC 740) footnote NYISO HAS BEEN RECOGNIZED BY THE INTERNAL REVENUE SERVICE AS AN ORGANIZATION DESCRIBED IN INTERNAL REVENUE CODE (THE CODE) SECTION 501(C)3 AND IS GENERALLY EXEMPT FROM INCOME TAXES UNDER SECTION 501(A) OF THE CODE. NYISO HAS DETERMINED, PRIOR TO RECORDING ANY BENEFIT IN THE FINANCIAL STATEMENTS, THAT IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED UPON EXAMINATION BY THE APPROPRIATE TAXING AUTHORITIES, AS REQUIRED BY THE ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES TOPIC OF FASB ASC (FIN48/ASC 740). A TAX POSITION IS MEASURED AT THE LARGEST AMOUNT OF BENEFIT THAT IS GREATER THAN 50 PERCENT LIKELY OF BEING REALIZED UPON SETTLEMENT. Schedule D, Part XI, Line 4b, Other revenues in form 990 not in audited financial statements LOSS ON DISPOSAL OF FIXED ASSETS - -28826; Schedule D, Part XII, Line 4b, Other expenses in form 990 not in audited financial statements LOSS ON DISPOSAL OF FIXED ASSETS - -28826; true IEEE FOUNDATION INC 445 HOES LANE PO BOX 1331 PISCATAWAY NJ 088551331 237310664 501(C)3 10000 SCHOLARSHIP 1 Schedule I, Part I, Line 2, Procedures for monitoring use of grant funds BEFORE PLEDGING A DONATION TO THE IEEE POWER & ENERGY SOCIETY (PES) SCHOLARSHIP PLUS INITIATIVE, THE NYISO CONDUCTED DUE DILIGENCE ON THIS SCHOLARSHIP PROGRAM TO ASSESS ITS STABILITY, EQUALITY IN ADMINISTRATION, AND CONSISTENCY WITH THE NYISO'S MISSION AND OBJECTIVES. THE NYISO'S HUMAN RESOURCE (HR) AND LEGAL DEPARTMENTS CONDUCTED INDEPENDENT EVALUATIONS OF THE PROGRAM'S PUBLICLY AVAILABLE INFORMATION (AVAILABLE AT HTTP://WWW.EE-SCHOLARSHIP.ORG/SPONSORSHIP/DONATE- NOW). NYISO HR AND LEGAL REPRESENTATIVES ALSO SPOKE WITH THE IEEE FOUNDATION CAPITAL CAMPAIGN MANAGER TO OBTAIN FURTHER PROGRAM SPECIFICS, INCLUDING THE SELECTION PROCESS FOR THE PES SCHOLARS. IEEE CONFIRMED THAT CONTRIBUTIONS ARE MADE TO THE IEEE FOUNDATION, NOT SCHOLARSHIP CANIDATES, AND THAT INDIVIDUAL SCHOLARSHIPS ARE AWARDED ONLY AFTER COMPLETION OF THE APPLICATION PROCESS. THERE IS NO REQUIREMENT FOR THE NYISO TO PROVIDE INTERNSHIPS OR CAREER OPPORTUNITIES TO IEEE SCHOLARSHIP AWARDEES AS A CONDITION OF THE NYISO'S SUPPORT FOR THE PROGRAM. THE NYISO BELIEVES THAT THIS SCHOLARSHIP PROGRAM IS APPROPRIATELY ADMINISTERED AND PROVIDES SOLID RESOURCE FOR THE DEVELOPEMENT OF ENGINEERS, INCLUDING WITHIN THE FIELD OF POWER SYSTEMS. BY SUPPORTING THE EDUCATION OF FUTURE POWER INDUSTRY WORKFORCE, THIS SCHOLARSHIP PROGRAM IS ALIGNED WITH THE NYISO'S PURPOSE. X true true X X X X X X true false false false false false false true true true JACK BARSKY DIRECTOR IT SOFTWARE TECHNOLOGIES 185058 0 47866 0 0 0 52560 0 18692 0 304176 0 19783 0 RYAN R SMITH MGR OF RELIABILITY & MARKETS TECHNOLOGIES 159095 0 17705 0 0 0 16634 0 18823 0 212257 0 0 0 JANET S JOYCE DIRECTOR, PROD. & PROJ. MGMT. 185858 0 67685 0 0 0 57299 0 17492 0 328334 0 39369 0 JENNIFER CHATT VP OF HUMAN RESOURCES 201511 0 84407 0 0 0 94677 0 24574 0 405169 0 25667 0 ROBERT A PIKE DIRECTOR OF MARKET DESIGN 185783 0 68413 0 0 0 63628 0 20527 0 338351 0 39673 0 WESLEY J YEOMANS VP OF OPERATIONS 261277 0 141501 0 29125 0 112586 0 20031 0 564520 0 65976 0 NICOLE M BOUCHEZ PRINCIPAL ECONOMIST 147287 0 11338 0 0 0 15357 0 8280 0 182262 0 0 0 ROBERT E FERNANDEZ VP & GENERAL COUNSEL 289212 0 189089 0 6630 0 131117 0 22164 0 638212 0 105105 0 MARY K MCGARVEY VP & CHIEF FINANCIAL OFFICER 78488 0 176217 0 5422 0 24439 0 3001 0 287567 0 98047 0 RANA MUKERJI SENIOR VP MARKET STRUCTURES 295531 0 197465 0 6339 0 128901 0 19939 0 648175 0 109554 0 STEPHEN G WHITLEY PRESIDENT, CEO 671148 0 704052 0 55556 0 358687 0 15306 0 1804749 0 345033 0 JOHN P BUECHLER EXECUTIVE REGULATORY POLICY ADVISOR 487281 0 0 0 750 0 20901 0 1828 0 510760 0 7638 0 ZIAUDDIN AHMED DIRECTOR OF INTERNAL AUDIT 21362 0 120790 0 200445 0 0 0 17344 0 359941 0 54300 0 THOMAS J RUMSEY VP EXTERNAL AFFAIRS 261020 0 166880 0 5515 0 113532 0 18878 0 565825 0 89192 0 DIANE L EGAN CORP SECY & SECRETARY TO BOARD 134176 0 49056 0 0 0 23189 0 7862 0 214283 0 29029 0 KAREN G GACH DIRECTOR DEPUTY GENERAL COUNSEL 200900 0 68984 0 0 0 65603 0 25947 0 361434 0 37024 0 ROBERT A HINEY CHAIR, BOARD OF DIRECTORS 156500 0 0 0 0 0 0 0 0 0 156500 0 0 0 RICARDO T GONZALES SENIOR VP OF OPERATIONS & COO 339160 0 245710 0 160561 0 128727 0 8046 0 882204 0 132574 0 XINGYONG H CHAO VP SYST. & RESOURCES PLANNING 243077 0 158252 0 2462 0 109350 0 18213 0 531354 0 88165 0 EMILIE R N CHRAPOWITZKY DIRECTOR, OPERATIONS 168604 0 41900 0 0 0 54709 0 23822 0 289035 0 14181 0 RICHARD J DEWEY SENIOR VP & CIO 282256 0 185578 0 6660 0 124495 0 19222 0 618211 0 102966 0 BELINDA F THORNTON DIRECTOR, MARKET MITIGATION & ANALYSIS 195744 0 52552 0 750 0 61879 0 2476 0 313401 0 23273 0 ALEX SCHNELL SENIOR ATTORNEY 193824 0 45585 0 0 0 25150 0 19596 0 284155 0 8000 0 TODD ROMANSKY MANAGER IT INFRASTRUCTURES 131704 0 42980 0 1666 0 13294 0 17492 0 207136 0 0 0 RAYMOND STALTER DIRECTOR REGULATORY AFFAIRS 174361 0 55466 0 750 0 56222 0 1583 0 288382 0 0 0 CHERYL HUSSEY VP & CHIEF FINANCIAL OFFICER 181598 0 52053 0 0 0 71609 0 19748 0 325008 0 0 0 JOHN A RAVALLI MANAGER GRID OPERATIONS 220168 0 0 0 0 0 -161643 0 7621 0 66146 0 0 0 Schedule J, Part I, Line 1a, Health or social club dues or initiation fees THOMAS RUMSEY, VP-EXTERNAL AFFAIRS, WAS REIMBURSED IN ACCORDANCE WITH NYISO'S EXPENSE REIMBURSEMENT POLICY FOR A CLUB MEMBERSHIP THAT IS USED TO CONDUCT NYISO BUSINESS. THESE PAYMENTS WERE NOT TREATED AS TAXABLE COMPENSATION BECAUSE THOMAS RUMSEY USES HIS CLUB MEMBERSHIP SOLELY FOR NYISO BUSINESS PURPOSES. SCHEDULE J, PART I, LINE 3, COMPENSATION OF CEO TO DETERMINE THE COMPENSATION OF NYISO'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, NYISO, THROUGH COLLABORATION WITH OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS, PERIODICALLY ENGAGES AN INDEPENDENT EXECUTIVE COMPENSATION FIRM TO PERFORM A BENCHMARK COMPENSATION ASSESSMENT TO AID NYISO'S BOARD OF DIRECTORS IN THEIR REVIEW OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION. AS PART OF THIS COMPENSATION ASSESSMENT, THE FORM 990 OF OTHER RELEVANT ORGANIZATIONS ( INCLUDING OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS ) ARE REVIEWED. THE RESULTS OF THIS ASSESSMENT ARE PROVIDED TO THE COMMERCE AND COMPENSATION COMMITTEE OF NYISO'S BOARD OF DIRECTORS FOR REVIEW ANNUALLY. THE COMMERCE AND COMPENSATION COMMITTEE MAKES A RECOMMENDATION REGARDING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS AUTHORIZES THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION ANNUALLY. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER HAS A WRITTEN EMPLOYMENT CONTRACT WITH CONDITIONS APPROVED BY THE BOARD OF DIRECTORS. NYISO COMPLIES WITH THE THREE REQUIREMENTS OF THE REBUTTABLE PRESUMPTION STANDARD, AS OUTLINED IN TREASURY REGULATIONS SECTION 53.4958-6: (1) EXECUTIVE COMPENSATION IS AUTHORIZED BY THE NYISO'S BOARD OF DIRECTORS, WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT (2) THE BOARD OF DIRECTORS AUTHORIZING EXECUTIVE COMPENSATION OBTAINS AND RELIES ON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING DETERMINATIONS, AND (3) THE BOARD OF DIRECTORS ADEQUATELY DOCUMENTS THE BASIS FOR DETERMINATIONS CONCURRENTLY WITH MAKING THE DETERMINATIONS. Schedule J, Part I, Line 4a, Severance or change-of-control payment ZIAUDDIN AHMED RECEIVED $200,445 SEVERANCE PAY DURING 2013 PER HIS SEVERANCE AGREEMENT AT HIS TIME OF TERMINATION IN 2013. Schedule J, Part I, Line 7, Non-fixed payments AMOUNTS LISTED ON FORM 990, PART VII, FOR NYISO OFFICERS AND EMPLOYEES INCLUDE PAYMENTS MADE AND ACCRUED PURSUANT TO NYISO'S ANNUAL INCENTIVE PROGRAM AND LONG-TERM INCENTIVE PLAN FOR NYISO OFFICERS AND CERTAIN EMPLOYEES. Schedule J, Part I, Line 8, Payments on contract that is subject to the initial contract exception COMPENSATION REPORTED ON FORM 990, PART VII FOR STEPHEN G. WHITLEY INCLUDES SALARY AND AT RISK COMPENSATION PAYMENTS PAID PURSUANT TO A WRITTEN EMPLOYMENT CONTRACT DATED AS OF JULY 5, 2008 BY WHICH MR. WHITLEY BECAME PRESIDENT AND CHIEF EXECUTIVE OFFICER. MR. WHITLEY HAD NOT PREVIOUSLY BEEN A DISQUALIFIED PERSON WITH RESPECT TO NYISO, AND THE CONTRACT WAS IN EFFECT BEFORE HE RENDERED ANY SERVICES TO NYISO. HIS CONTRACT WAS RENEWED OCTOBER 16, 2012 WITHOUT MATERIAL CHANGES TO THE TERMS OF THE ORIGINAL CONTRACT. SCHEDULE J, PART II, COLUMN (B)(II), BONUS AND INCENTIVE COMPENSATION COLUMN B(II) BONUS AND INCENTIVE COMPENSATION INCLUDES AMOUNTS PAID IN 2013 UNDER NYISO'S ANNUAL INCENTIVE PROGRAM AND LONG TERM INCENTIVE PLAN. NYISO'S LONG TERM INCENTIVE PLAN PROVIDES CERTAIN MEMBERS OF SENIOR MANAGEMENT WITH DEFERRED COMPENSATION BENEFITS. BENEFITS ARE BASED UPON THE ACHIEVEMENT OF THREE-YEAR PERFORMANCE GOALS ESTABLISHED BY THE BOARD OF DIRECTORS, WITH PARTICIPANTS BECOMING FULLY VESTED AND DISTRIBUTIONS PAYABLE FOR THESE DEFERRED AMOUNTS AFTER THE COMPLETION OF THE THIRD YEAR. THESE AMOUNTS ARE SUBJECT TO FORFEITURE IF THE EMPLOYEE VOLUNTARILY ENDS THEIR EMPLOYMENT WITH NYISO OR IS TERMINATED FOR CAUSE. BEGINNING WITH THE LONG TERM INCENTIVE CYCLE FOR THE PERIOD JANUARY 1, 2010 THROUGH DECEMBER 31, 2012, BENEFITS WILL BE PAID IN EQUAL INSTALLMENTS OVER THREE YEARS FOLLOWING COMPLETION OF THE THREE YEAR CYCLE. AS A RESULT, AMOUNTS PAID IN 2013 RELATED TO THE LONG TERM INCENTIVE PLAN WERE REPORTED AS DEFERRED COMPENSATION ON PRIOR YEAR RETURNS. SCHEDULE J, PART II, COLUMN (C), COLUMN C DEFERRED COMPENSATION COLUMN C REFLECTS "DEFERRED COMPENSATION", WHICH INCLUDES AMOUNTS EARNED AND ACCRUED IN 2013 UNDER THE LONG TERM INCENTIVE PLAN AND THE ANNUAL INCREASE OR DECREASE IN ACTUARIAL VALUE OF ACCRUED PENSION BENEFITS AND ACCRUED POST RETIREMENT BENEFITS. DEPENDING ON AGE, YEARS OF SERVICE, AND OTHER ACTUARIAL ASSUMPTIONS, CERTAIN INDIVIDUALS MAY REFLECT SIGNIFICANT CHANGES IN THE ACTUARIALLY- COMPUTED VALUE OF THEIR RESPECTIVE PENSION AND POST RETIREMENT BENEFITS. SCHEDULE J, PART II, COLUMN (D), COLUMN D NONTAXABLE BENEFITS COLUMN D REFLECTS "NONTAXABLE BENEFITS", WHICH FOR NYISO CONSISTS PRIMARILY OF MEDICAL, DENTAL, AND RELATED BENEFITS. MICHAEL EGAN SPOUSE 12162 SEE SUPPLEMENTAL INFORMATION false LAURA GRIBBIN SISTER 113416 SEE SUPPLEMENTAL INFORMATION false SCHEDULE L, PART IV, COLUMN (D), DESCRIPTION OF TRANSACTION - MICHAEL EGAN MICHAEL EGAN, A SHIFT SUPERVISOR IN NYISO OPERATIONS CONTROL ROOM, IS NOT AN OFFICER AND DOES NOT MEET THE INTERNAL REVENUE SERVICE DEFINITION OF A " KEY EMPLOYEE." DIANE EGAN, NYISO'S CORPORATE SECRETARY AND BOARD SECRETARY, IS AN OFFICER OF THE COMPANY AND IS MARRIED TO MICHAEL EGAN, ANOTHER NYISO EMPLOYEE. MICHAEL EGAN RETIRED FROM NYISO IN 2013. SCHEDULE L, PART IV, COLUMN (D), DESCRIPTION OF TRANSACTION - LAURA GRIBBIN LAURA GRIBBIN, A PRODUCT BUSINESS SENIOR ANALYST AT NYISO, IS NOT AN OFFICER AND DOES NOT MEET THE INTERNAL REVENUE SERVICE DEFINITION OF A " KEY EMPLOYEE". WESLEY YEOMANS, NYISO'S VICE PRESIDENT OF OPERATIONS, IS AN OFFICER OF THE COMPANY AND IS LAURA GRIBBIN'S BROTHER, ANOTHER NYISO EMPLOYEE. FORM 990, PART V, LINE 2A, TOTAL NUMBER OF INDIVIDUALS EMPLOYED IN CALENDAR YEAR 2013 NYISO'S RESPONSES TO THESE QUESTIONS INDICATE 591 AS THE TOTAL NUMBER OF EMPLOYEES. AS PER THE FORM 990 INSTRUCTIONS, THIS TOTAL REPRESENTS THE NUMBER OF WAGE FORMS FOR EMPLOYEES ( INCLUDING STUDENT INTERNS AND PART- TIME EMPLOYEES) ON NYISO'S PAYROLL AT ANY POINT DURING 2013. THE TOTAL NUMBER OF NYISO EMPLOYEES AT DECEMBER 31, 2013 WAS 523, THE MAJORITY OF WHOM ARE PROFESSIONAL POWER SYSTEM ENGINEERS, NERC CERTIFIED SYSTEM OPERATORS, ACCOUNTANTS, ECONOMISTS AND ATTORNEYS WITH BACHELORS AND/OR POSTGRADUATE DEGREES. ALL NYISO EMPLOYEES HAVE BEEN SUBJECTED TO EXTENSIVE SECURITY REVIEWS, IN COOPERATION WITH THE UNITED STATES DEPARTMENTS OF ENERGY AND HOMELAND SECURITY. FORM 990, PART VI, LINE 6, MEMBERS OR STOCKHOLDERS NYISO DOES NOT HAVE ANY MEMBERS OR STOCKHOLDERS WITH OWNERSHIP RIGHTS IN NYISO OR ITS ASSETS. IN ACCORDANCE WITH NYISO'S GOVERNING DOCUMENTS, ENTITIES THAT PARTICIPATE IN THE NYISO-ADMINISTERED MARKETS MAY TAKE PART IN A COMMITTEE PROCESS TO DEVELOP NYISO'S BUDGET AND MODIFICATIONS TO NYISO'S TARIFFS AND PROCEDURES, WHICH ARE THEN RECOMMENDED TO NYISO'S BOARD FOR ITS APPROVAL. NYISO'S BOARD MAINTAINS THE ULTIMATE RESPONSIBILITY FOR THE GOVERNANCE DECISIONS OF NYISO. FORM 990, PART VI, LINE 7A, ELECT MEMBERS OF THE GOVERNING BODY NYISO'S BOARD OF DIRECTORS MAKES FINAL DETERMINATIONS TO FILL VACANCIES ON THE BOARD. NYISO STAKEHOLDERS PARTICIPATING IN THE MANAGEMENT COMMITTEE ( NYISO'S HIGHEST RANKING STAKEHOLDER COMMITTEE WITH REPRESENTATIVES FROM GENERATION OWNERS, TRANSMISSION OWNERS, END-USE CONSUMERS, PUBLIC POWER/ENVIRONMENTAL PARTIES, AND OTHER SUPPLIERS ) ASSIST IN THIS PROCESS BY CONDUCTING A SEARCH TO IDENTIFY AT LEAST THREE BOARD CANDIDATES FOR EACH VACANCY THAT MEET THE QUALIFICATIONS SPECIFIED IN NYISO'S GOVERNING DOCUMENTS. NYISO'S BOARD MAY SELECT A DIRECTOR FROM THIS LIST, OR IT MAY SEEK A CANDIDATE IDENTIFIED THROUGH ANOTHER SOURCE, SUCH AS AN EXECUTIVE SEARCH FIRM. FORM 990, PART VI, LINE 7B, DECISIONS OF THE GOVERNING BODY AS A GENERAL RULE, THE DECISIONS OF NYISO'S BOARD ARE NOT SUBJECT TO THE APPROVAL OF NYISO STAKEHOLDERS. NOTE THAT IN ACCORDANCE WITH NYISO'S GOVERNING DOCUMENTS, NYISO STAKEHOLDERS THAT PARTICIPATE IN NYISO'S HIGHEST RANKING STAKEHOLDER COMMITTEE, THE MANAGEMENT COMMITTEE, HAVE TO ENDORSE CHANGES SOUGHT BY NYISO'S BOARD TO NYISO'S TARIFFS AND GOVERNING DOCUMENTS TO BE FILED PURSUANT TO SECTION 205 OF THE FEDERAL POWER ACT WITH NYISO'S CHIEF REGULATOR - THE FEDERAL ENERGY REGULATORY COMMISSION. HOWEVER, NYISO'S BOARD MAY PURSUE SUCH CHANGES WITHOUT THE MANGEMENT COMMITTEE'S CONCURRENCE BY FILING PURSUANT TO SECTION 206 OF THE FEDERAL POWER ACT. Form 990, Part VI, Sec B, Line 11b, Review of form 990 by governing body PRIOR TO FILING, NYISO'S FORM 990 IS REVIEWED BY THE CONTROLLER & ASSISTANT TREASURER, VICE PRESIDENT & CHIEF FINANCIAL OFFICER, PRESIDENT & CHIEF EXECUTIVE OFFICER, AS WELL AS LEGAL COUNSEL. FOLLOWING THE COMPLETION OF REVIEWS BY THESE PARTIES, NYISO'S FORM 990 IS PROVIDED TO THE COMMERCE AND COMPENSATION COMMITTEE OF NYISO'S BOARD OF DIRECTORS ALONG WITH THE REST OF THE BOARD OF DIRECTORS FOR THEIR REVIEW. A COMPLETE COPY OF THE FORM 990 (INCLUDING ALL REQUIRED SCHEDULES), AS ULTIMATELY FILED WITH THE IRS, IS PROVIDED TO THE BOARD OF DIRECTORS BEFORE BEING FILED WITH THE IRS. Form 990, Part VI, Sec B, Line 12c, Conflict of interest policy NYISO PROVIDES TRAINING FOR NEW EMPLOYEES ON A VARIETY OF COMPLIANCE ISSUES, INCLUDING ITS CONFLICTS OF INTEREST POLICY, AND CONDUCTS ANNUAL REFRESHER TRAINING FOR ALL EMPLOYEES, MANAGEMENT AND BOARD MEMBERS. NYISO ALSO PUBLISHES A PROHIBITED INVESTMENT LIST AT LEAST ANNUALLY AND REQUIRES THAT EMPLOYEES SIGN AN ANNUAL COMPLIANCE CERTIFICATE ACKNOWLEDGING THEIR OBLIGATIONS UNDER THE CODE OF CONDUCT AND CERTIFYING THAT THEY HAVE NO PROHIBITED INVESTMENTS OR BUSINESS OR FINANCIAL CONFLICTS OF INTEREST. FURTHER, NYISO PERIODICALLY CONDUCTS A CONFLICTS OF INTEREST SURVEY TO ENSURE EMPLOYEES ARE IN COMPLIANCE WITH THE CONFLICTS OF INTEREST POLICY AND REQUIRE THAT THEY DISCLOSE ANY POSSIBLE CONCERNS TO THE COMPLIANCE OFFICE. EMPLOYEES ALSO HAVE ACCESS TO A COMPLIANCE HOTLINE AND AN EXTERNAL WHISTLEBLOWER SERVICE SHOULD THEY HAVE A COMPLIANCE QUESTION OR WISH TO REPORT A COMPLIANCE CONCERN. THE COMPLIANCE OFFICE FOLLOWS UP ON REPORTED COMPLIANCE CONCERNS AND ENSURES THAT IDENTIFIED ISSUES ARE HANDLED IN ACCORDANCE WITH NYISO'S POLICIES. Form 990, Part VI, Sec B, Line 15a, Process to establish compensation of top management official TO DETERMINE THE COMPENSATION OF NYISO'S PRESIDENT AND CHIEF EXECUTIVE OFFICER, NYISO, THROUGH COLLABORATION WITH OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS, PERIODICALLY ENGAGES AN INDEPENDENT EXECUTIVE COMPENSATION FIRM TO PERFORM A BENCHMARK COMPENSATION ASSESSMENT TO AID NYISO'S BOARD OF DIRECTORS IN THEIR REVIEW OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION. AS PART OF THIS COMPENSATION ASSESSMENT, THE FORM 990 OF OTHER RELEVANT ORGANIZATIONS ( INCLUDING OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS ) ARE REVIEWED. THE RESULTS OF THIS ASSESSMENT ARE PROVIDED TO THE COMMERCE AND COMPENSATION COMMITTEE OF NYISO'S BOARD OF DIRECTORS FOR REVIEW ANNUALLY. THE COMMERCE AND COMPENSATION COMMITTEE MAKES A RECOMMENDATION REGARDING THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS AUTHORIZES THE PRESIDENT AND CHIEF EXECUTIVE OFFICER'S COMPENSATION ANNUALLY. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER HAS A WRITTEN EMPLOYMENT CONTRACT WITH CONDITIONS APPROVED BY THE BOARD OF DIRECTORS. NYISO COMPLIES WITH THE THREE REQUIREMENTS OF THE REBUTTABLE PRESUMPTION STANDARD, AS OUTLINED IN TREASURY REGULATIONS SECTION 53.4958-6: (1) EXECUTIVE COMPENSATION IS AUTHORIZED BY THE NYISO'S BOARD OF DIRECTORS, WHICH IS COMPOSED ENTIRELY OF INDIVIDUALS WHO DO NOT HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT (2) THE BOARD OF DIRECTORS AUTHORIZING EXECUTIVE COMPENSATION OBTAINS AND RELIES ON APPROPRIATE DATA AS TO COMPARABILITY PRIOR TO MAKING DETERMINATIONS, AND (3) THE BOARD OF DIRECTORS ADEQUATELY DOCUMENTS THE BASIS FOR DETERMINATIONS CONCURRENTLY WITH MAKING THE DETERMINATIONS. Form 990, Part VI, Sec B, Line 15b, Process to establish compensation of other employees NYISO PERIODICALLY ENGAGES AN INDEPENDENT EXECUTIVE COMPENSATION FIRM TO CONDUCT A BENCHMARK COMPENSATION ASSESSMENT TO AID NYISO'S BOARD OF DIRECTORS IN THEIR REVIEW OF COMPENSATION FOR ALL NYISO OFFICERS. THE COMPENSATION FIRM REVIEWS THE SCOPE OF RESPONSIBILITY FOR EACH NYISO OFFICER AND THEN DETERMINES THE COMPENSATION RATES FOR COMPARABLE POSITIONS AT OTHER INDEPENDENT SYSTEM OPERATORS AND ELECTRIC UTILITY COMPANIES OF SIMILAR SIZE. IN ADDITION, THE FORM 990 OF OTHER RELEVANT ORGANIZATIONS (INCLUDING OTHER INDEPENDENT SYSTEM OPERATORS AND REGIONAL TRANSMISSION ORGANIZATIONS ) ARE REVIEWED. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER PROVIDES THE RESULTS OF THIS ASSESSMENT AND HIS RECOMMENDATIONS TO THE COMMERCE AND COMPENSATION COMMITTEE OF NYISO'S BOARD OF DIRECTORS FOR REVIEW ANNUALLY. THE COMMERCE AND COMPENSATION COMMITTEE WILL MAKE RECOMMENDATIONS REGARDING THE OFFICERS COMPENSATION TO THE BOARD OF DIRECTORS, AND THE BOARD OF DIRECTORS WILL AUTHORIZE THE OFFICERS COMPENSATION ANNUALLY. THIS REVIEW IS PERFORMED ANNUALLY AND INCLUDES CONTEMPORANEOUS DOCUMENTATION OF DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. SIMILARLY, KEY EMPLOYEE POSITIONS ARE BENCHMARKED BY INDEPENDENT COMPENSATION FIRMS AND/OR AGAINST SIMILAR POSITIONS IN OTHER ORGANIZATIONS AND INDUSTRIES. Form 990, Part VI, Sec C, Line 19, Required documents available to the public NYISO'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE PART OF ITS FEDERALLY-APPROVED TARIFFS. THESE DOCUMENTS ARE ON FILE AT FERC AND ARE PUBLISHED ON NYISO'S WEBSITE. NYISO'S FINANCIAL STATEMENTS ARE INCLUDED IN AN ANNUAL REPORT, PUBLISHED ON NYISO'S WEBSITE. NEW YORK INDEPENDENT SYSTEM OPERATOR MED DENTAL & LIFE 10 KREY BLVD RENSSELAER NY 12144 271623493 POSTRTRMT INS NY 501(C)(9) N/A NA false false false false false false false false false false false false false false false false false false false false