2023-11-14T15:47:45-06:00 2022-12-31 420714325 RSM US LLP 4 TIMES SQUARE NEW YORK NY 10036 990 2022-01-01 464621007 PRIME COALITION INC PRIM 4046254884 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 JULIE REMMELTS DIR. OF FINANCE AND OPERATIONS 4046254884 2023-11-14 1 JULIE REMMELTS 999009999 0 KAREN LO P01434915 2123721000 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z SARAH KEARNEY 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 11482211 0 X WWW.PRIMECOALITION.ORG X 2014 MA STEERS AND INFLUENCES CAPITAL TO SUPPORT SCALABLE SOLUTIONS TO CLIMATE CHANGE. 7 6 11 45 0 0 19737565 10178212 83333 250000 49208 109 1053890 1053890 20923996 11482211 187000 0 0 0 1385317 1365485 0 0 64083 3435449 5297245 5007766 6662730 15916230 4819481 72346698 108161828 21960061 30223032 50386637 77938796 IN ORDER TO STEER AND INFLUENCE CAPITAL TO SUPPORT SCALABLE SOLUTIONS TO CLIMATE CHANGE, EVERY PRIME PROGRAM IS DESIGNED TO CATALYZE, DEEPEN, OR ACCELERATE SOLUTIONS THAT WE BELIEVE WILL MASSIVELY REDUCE GREENHOUSE GAS EMISSIONS. 0 0 5684925 1303890 (A) AZOLLA VENTURES: A $200MM IMPACT-FIRST FUND THAT WAS SUBSTANTIATED AND CONSTRUCTED BY PRIME AND HELD IT FIRST CLOSE IN 2021; DESIGNED TO CATALYZE TRANSFORMATIVE CLIMATE VENTURES AT THE EARLY STAGE AND PARTNER THROUGH IMPACT AT SCALE. (B) EARLY CLIMATE INFRASTRUCTURE (ECI) PROGRAM: AIMS TO REMOVE SYSTEMIC BARRIERS FOR CLIMATE SOLUTIONS THAT ARE READY FOR INITIAL COMMERCIALIZATION ACTIVITY (I.E., HAVE PASSED THROUGH RIGOROUS PROOF-OF-CONCEPT PHASES), OR THAT ARE FULLY COMMERCIAL BUT NEED ADDITIONAL SUPPORT TO MOVE TO MASSIVE SCALE. (C) PROJECT FRAME: A COLLABORATION OF INVESTORS & EXPERTS WORKING TO BUILD FRAMEWORKS AND TOOLS TO ASSESS THE POTENTIAL IMPACT TODAY'S CLIMATE INVESTMENTS WILL HAVE ON GHG EMISSIONS IN THE FUTURE. IT AIMS TO DEMYSTIFY CLIMATE INVESTING & IMPROVE IMPACT MEASUREMENT & MANAGEMENT. 5684925 1 1 0 0 0 0 0 0 0 0 0 0 1 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 0 1 29 0 1 11 1 0 0 0 0 0 0 0 0 0 0 0 0 X 7 6 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 0 0 1 1 1 1 MA CA CT MD MA NY OH PA VA X X MAICA ROLLIN 4046254884 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 SARAH KEARNEY EXECUTIVE DIRECTOR 45.00 0.00 X X 211296 0 33448 LUBNA ELIA DIRECTOR (AS OF MARCH 2022) 0.50 0.00 X 0 0 0 JEFF MCCARTHY DIRECTOR 0.50 0.00 X 0 0 0 ALICIA SEIGER DIRECTOR 0.50 0.00 X 0 0 0 NICOLE SYSTROM DIRECTOR 0.50 0.00 X 0 0 0 JOHANNA WOLFSON DIRECTOR (THRU JULY 2022) 0.50 0.00 X 0 0 0 GEOFF CHAPIN CHAIR/TREASURER 1.00 0.00 X X 0 0 0 FIONA MURRAY SECRETARY 0.50 0.00 X X 0 0 0 JULIE REMMELTS - DIR OF FINANCE AND OP. (AS OF NOV 2022) 45.00 0.00 X 27719 0 7009 MARGARET H CUTTS DIRECTOR OF PARTNERSHIPS 45.00 0.00 X 188185 0 12219 ANANTH PHARSHY - SR ADVISOR FOAK CLIMATE INFRA. (THRU SEPT 2022) 45.00 0.00 X 175000 0 0 ANJALI S DESHMUKH SR. ADVISOR, IMPACT ACCOUNTABILITY 30.00 0.00 X 118807 0 25205 KERI BROWDER DIR. OF IMPACT ACCOUNTABILITY 45.00 0.00 X 127958 0 15413 ANNA GOLDSTEIN DIRECTOR OF IMPACT 45.00 0.00 X 135913 0 50 984878 0 93344 6 0 1 0 0 10178212 10178212 PROGRAM SERVICES 541900 250000 250000 250000 109 109 MANAGEMENT FEE INCOME 541610 1053890 1053890 1053890 11482211 1303890 0 109 244744 143734 90057 10953 968153 592980 338655 36518 68913 32621 33785 2507 83675 51321 29199 3155 26581 16363 10218 146170 104083 40418 1669 938556 938556 633025 431458 197536 4031 71 71 29376 -16450 45776 50 86385 51895 31130 3360 135102 53587 81454 61 30169 30144 25 3236421 3236421 19806 18076 1562 168 DUES & SUBSCRIPTIONS 14521 13022 1499 BANK FEES 1062 136 839 87 6662730 5684925 913722 64083 20772750 31194948 2332135 1628576 49220613 75321456 21200 16848 72346698 108161828 113362 523019 21846699 29700013 21960061 30223032 X 34075195 54424954 16311442 23513842 50386637 77938796 72346698 108161828 4819481 22732678 0 X X 0 1 X 1 0 X 4840577 8456933 6554517 19737565 10178212 49767804 4840577 8456933 6554517 19737565 10178212 49767804 13771942 35995862 4 49208 109 49321 49817125 4690927 0.72260 0.65030 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 INVESTMENT IN PRIME IMPACT EQUITY FUND I, LLC 72949744 C INVESTMENT IN AZOLLA VENTURES CATALYTIC FUND I, LP 2364011 F INVESTMENT IN AZOLLA VENTURES GP, LP 7701 F 75321456 INTEREST PAYABLE 6921857 MASTER FUNDING AGREEMENT LOANS 15200000 PROGRAM RELATED INVESTMENT LOAN INTEREST PAYABLE 601823 PROGRAM RELATED INVESTMENT LOAN PAYABLE 6976333 29700013 X 34406925 22732678 192036 22924714 11482211 0 11482211 6854766 192036 192036 6662730 0 6662730 PART X, LINE 2: THE ORGANIZATION FOLLOWS ACCOUNTING STANDARDS RELATING TO ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. MANAGEMENT ASSESSED WHETHER THERE WERE ANY UNCERTAIN TAX POSITIONS WHICH MAY GIVE RISE TO INCOME TAX LIABILITIES AND DETERMINED THAT THERE WERE NO SUCH MATTERS REQUIRING RECOGNITION IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. GENERALLY, THE ORGANIZATION IS NO LONGER SUBJECT TO U.S. FEDERAL OR STATE INCOME TAX EXAMINATIONS BY TAX AUTHORITIES FOR THREE YEARS FROM THE FILING DATE. X X 0 0 0 0 0 0 0 1 0 SARAH KEARNEY EXECUTIVE DIRECTOR 201529 0 0 0 9767 0 0 0 33448 0 244744 0 0 0 MARGARET H CUTTS DIRECTOR OF PARTNERSHIPS 178418 0 0 0 9767 0 0 0 12219 0 200404 0 0 0 ANANTH PHARSHY - SR ADVISOR FOAK CLIMATE INFRA. (THRU SEPT 2022) 175000 0 0 0 0 0 0 0 0 0 175000 0 0 0 PART I, LINE 7 PRIME COALITION'S BONUS POLICY IS STRUCTURED WITH A FOCUS ON EQUITY AND INCLUSION. PRIME'S BONUS POOL IS DRAWN FROM PAYMENTS FOR SERVICES ITS STAFF PROVIDES TO AFFILIATED INVESTMENT VEHICLES AND OPERATES AS A PROFIT SHARING COOPERATIVE. ALL PRIME FULL-TIME EMPLOYEES ARE ELIGIBLE UNDER THE FOLLOWING PROTOCOL: (1) EXECUTIVE DIRECTOR INFORMS THE TEAM ABOUT THE SIZE OF THE TOTAL BONUS POOL FOR THE FOLLOWING YEAR IMMEDIATELY AFTER PRIME'S BOARD APPROVES ITS FISCAL YEAR BUDGET AT ITS Q4 BOARD MEETING; (2) FULL-TIME EMPLOYEES PARTICIPATE IN AN ANNUAL TWO-HOUR GOAL SETTING FOR THE FORTHCOMING YEAR; (3) ALL FULL-TIME EMPLOYEES AND LONG-TERM CONTRACTORS RECEIVE A $5,000 BASELINE BONUS PRO-RATED BASED ON PERCENTAGE OF TIME COMMITTED AGAINST A 40 HOUR PER WEEK FULL-TIME EMPLOYEE BASELINE. OF THE REMAINING AMOUNT IN THE SHARED POOL: (A) 20% IS DONATED TO A SHARED CAUSE AND/OR INTERNAL PROGRAM CONCEPT; (B) 80% IS SPLIT EQUALLY AMONG ALL FULL-TIME EMPLOYEES AND LONG-TERM CONTRACTORS TO EMPHASIZE OUR COMMUNAL EFFORT. LONG-TERM CONTRACTORS PARTICIPATION WAS DETERMINED BY PERCENTAGE OF TIME COMMITTED AGAINST A 40 HOUR PER WEEK FULL-TIME EMPLOYEE BASELINE. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION'S EXECUTIVE DIRECTOR REVIEWS ALL THE LINE ITEMS ON THE FORM 990. ONCE THE FORM 990 IS COMPLETE AND ACCURATE AN ELECTRONIC VERSION OF THE FORM 990 IS MAILED TO EACH BOARD MEMBER FOR REVIEW. FORM 990, PART VI, SECTION B, LINE 12C PRIME'S CONFLICT OF INTEREST POLICY STATES THAT DISCLOSURE MUST OCCUR WHENEVER ANY DIRECTOR, OFFICER, COMMITTEE MEMBER, OR EMPLOYEE OF THE CORPORATION BECOMES AWARE THAT THE CORPORATION IS CONSIDERING A TRANSACTION THAT POTENTIALLY CREATES A CONFLICT OF INTEREST. THE INDIVIDUAL IS OBLIGATED TO NOTIFY THE BOARD OR RELEVANT COMMITTEE AND TO DISCLOSE ALL MATERIAL FACTS RELATING TO THE INTEREST IN THE TRANSACTION. THE BOARD OR COMMITTEE WILL DETERMINE WHETHER AN ACTUAL CONFLICT OF INTEREST EXISTS AND TAKE ACTION THAT IT DEEMS APPROPRIATE. THE INTERESTED PERSON MAY NOT BE PRESENT WHEN THE BOARD OR COMMITTEE MAKES ITS DETERMINATION OTHER THAN TO ANSWER QUESTIONS. IF NO CONFLICT OF INTEREST IS FOUND TO EXIST, THE MINUTES OF THE MEETING MUST RECORD THE BASIS OF THE BOARD'S OR COMMITTEE'S DETERMINATION. IF THE BOARD OR RELEVANT COMMITTEE DETERMINES THAT A TRANSACTION WOULD CREATE A CONFLICT OF INTEREST, THE TRANSACTION MUST BE APPROVED IN ADVANCE BY ONLY THOSE BOARD OR COMMITTEE MEMBERS WHO DO NOT HAVE A CONFLICT WITH RESPECT TO THE TRANSACTION. ANY INTERESTED PERSON THEREFORE MUST RECUSE THEMSELF FROM CONSIDERATION OF THE TRANSACTION AND MAY NOT VOTE ON THE TRANSACTION OR BE PRESENT WHEN THE VOTE IS TAKEN. FURTHERMORE, THE INTERESTED PERSON MAY NOT BE PRESENT DURING ANY DISCUSSION OF THE TRANSACTION OTHER THAN TO ANSWER QUESTIONS, AND MUST REFRAIN FROM USING THEIR PERSONAL INFLUENCE TO ENCOURAGE THE CORPORATION TO ENTER INTO THE TRANSACTION. IF THE BOARD OR RELEVANT COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT WILL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THEM AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. IF, AFTER HEARING THE RESPONSE AND MAKING SUCH FURTHER INVESTIGATION AS MAY BE WARRANTED IN THE CIRCUMSTANCES, THE BOARD OR COMMITTEE DETERMINES THAT THE INTERESTED PERSON HAS IN FACT FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT WILL TAKE APPROPRIATE ACTION WHICH MAY INCLUDE RECOMMENDATION TO THE BOARD FOR REMOVAL FROM THE BOARD OR TERMINATION OF EMPLOYMENT, AS WELL AS RECONSIDERATION OF WHETHER THE TRANSACTION OR ARRANGEMENT WAS IN THE BEST INTERESTS OF AND FAIR AND REASONABLE TO THE CORPORATION AT THE TIME IT WAS UNDERTAKEN. IF IT IS DETERMINED THAT THE TRANSACTION WAS NOT FAIR AND REASONABLE TO THE CORPORATION, THE CORPORATION, IN ITS DISCRETION, MAY VOID THE CONTRACT AND/OR REQUIRE THE INTERESTED PERSON TO RESTORE THE CORPORATION TO THE FINANCIAL POSITION IT WOULD HAVE BEEN IN IF SUCH PERSON HAD BEEN DEALING UNDER THE HIGHEST FIDUCIARY STANDARD. WHERE THE LATTER REMEDY IS EMPLOYED, THE INTERESTED PERSON WILL BE REQUIRED TO MAKE PAYMENTS OF CASH OR PROPERTY TO THE CORPORATION IN AMOUNTS EQUAL TO THE VALUE OF THE EXCESS BENEFIT HE OR SHE RECEIVED PLUS INTEREST. ANY INTERESTED PERSON WHO VIOLATES THIS POLICY ALSO MAY BE LIABLE FOR TAXES IMPOSED UNDER THE FEDERAL INTERMEDIATE SANCTIONS REGULATIONS. FORM 990, PART VI, SECTION B, LINE 15 THE COMPENSATION OF ALL OFFICERS IS DETERMINED BY AN INDEPENDENT BOARD ON AN ANNUAL BASIS. FORM 990, PART VI, SECTION C, LINE 18 THE ORGANIZATION'S FORM 990 WITHOUT SCHEDULE B IS LOCATED ON GUIDESTAR AND CHARITY NAVIGATOR. UPON REQUEST, THE ORGANIZATION WILL SEND ELECTRONICALLY OR MAIL A COPY OF THE FORM 1023 OR A PUBLIC DISCLOSURE COPY OF FORM 990 TO THE REQUESTEE. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS AND ITS CONFLICT OF INTEREST POLICY AVAILABLE UPON REQUEST. FORM 990, PART XII, LINE 2B: SEPARATE AUDITED FINANCIAL STATEMENTS ARE COMPLETED FOR PRIME COALITION, PRIME MANAGEMENT COMPANY I LLC AND PRIME IMPACT LOAN FUND I LLC. PRIME MANAGEMENT COMPANY I LLC 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 832381434 CHARITABLE - MANAGEMENT ACTIVITY MA 1053975 618162 PRIME COALTION INC PRIME IMPACT LOAN FUND I LLC 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 831885728 CHARITABLE - PROGRAM RELATED INVESTMENT ACTIVITY MA 0 72949823 PRIME COALTION INC PRIME IMPACT EQUITY FUND I LLC 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 831823073 INVESTMENT MA PRIME IMPACT LOAN FUND I LLC RELATED 288300 26830892 0 1 0.62450 AZOLLA VENTURES CATALYTIC FUND I LP 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 863738720 INVESTMENT MA AZOLLA VENTURES GP LP RELATED 13729 2503803 0 1 0.43800 AZOLLA VENTURES GP LP 625 MASSACHUSETTS AVENUE 2ND FLOOR CAMBRIDGE MA 02139 863706917 INVESTMENT MA PRIME COALITION INC RELATED 196 8408 0 0 0.50420 0 1 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 AZOLLA VENTURES CATALYTIC FUND I LP B 1590500 FMV PRIME IMPACT EQUITY FUND I LLC B 1776664 FMV PRIME IMPACT EQUITY FUND I LLC L 1053890 FMV