2024-06-05T12:09:18-05:00 2023-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2023-01-01 522314113 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS NATI 5713673700 1515 N COURTHOUSE ROAD 1200 ARLINGTON VA 22201 PETER R GLEASON PRESIDENT & CEO 5713673700 2024-06-05 1 PETER GLEASON 999009999 0 RICHARD J LOCASTRO CPA P00288314 3019519090 3 AAL1 IAL1 2023 2023-04-26 12:10:37Z PETER R GLEASON 1515 N COURTHOUSE ROAD 1200 ARLINGTON VA 22201 50290162 0 X WWW.NACDONLINE.ORG X 1977 DC WE EMPOWER DIRECTORS AND TRANSFORM BOARDS TO BE FUTURE READY. 11 9 167 25 440750 0 0 0 38983192 43606893 -638812 1140764 6495 59062 38350875 44806719 0 0 0 0 19352791 21758173 0 0 0 18329468 20259786 37682259 42017959 668616 2788760 53101855 60466084 31040191 31726476 22061664 28739608 X WE EMPOWER DIRECTORS AND TRANSFORM BOARDS TO BE FUTURE READY. 0 0 8394943 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. 8340645 7235763 EDUCATIONAL PROGRAMS - NACD CONDUCTS LEADING-EDGE, INTERACTIVE SEMINARS AND CONFERENCES (BOTH TRADITIONAL IN-PERSON AND VIRTUAL) DESIGNED FOR BOTH DIRECTORS AND EXECUTIVE MANAGEMENT. NACD ALSO OFFERS ITS FULL CURRICULUM AS IN-HOUSE EDUCATIONAL PROGRAMS THAT CAN BE INDIVIDUALLY TAILORED TO MEET SPECIFIC NEEDS. 4870628 28030329 MEMBERSHIP - PROVIDES SERVICES TO MORE THAN 23,000 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, NACD DIRECTORSHIP CERTIFICATION, AND OTHER RESOURCES. 3987056 CHAPTERS - NACD HAS 20 CHAPTERS PROVIDING EVENTS IN MORE THAN 35 CITIES. THEY DEVELOP WORLD CLASS PROGRAMMING WHICH FEATURE LEADING INDUSTRY EXPERTS AND PUBLIC AND PRIVATE COMPANY DIRECTOR SPEAKERS, PROVIDING IN-DEPTH INFORMATION ON TIMELY TOPICS AND PEER-TO-PEER DIALOGUE ABOUT CRITICAL BOARDROOM ISSUES. 3779067 6787126 RESEARCH AND PUBLICATIONS - PROVIDES EDUCATIONAL PUBLICATIONS DESIGNED TO ELEVATE INDIVIDUAL AND BOARD PERFORMANCE. THESE PUBLICATIONS INCLUDE THE NACD DIRECTORSHIP MAGAZINE AND OUR DAILY PUBLICATION, DIRECTORS DAILY. 1655947 1553675 BOARD ADVISORY SERVICES - PROVIDES EDUCATIONAL PROGRAMS FOR COMPANIES THAT ARE CUSTOMIZED AROUND THE BOARD'S NEEDS AS THEY RELATE TO CORPORATE GOVERNANCE ISSUES. 387623 CERTIFICATION 9809693 8340801 31415909 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 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 0 1 1 1 0 0 1 93 0 1 167 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 11 9 0 0 0 0 0 0 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 CA X ALEX OBUCHOWSKI 5713673770 1515 N COURTHOUSE ROAD 1200 ARLINGTON VA 22201 X PETER GLEASON CHIEF EXECUTIVE OFFICER 54.00 1.00 X X 1055658 0 170081 DONA YOUNG SEE SCH O BOARD MEMBER 1.00 X 74250 0 0 SUE COLE CHAIR 1.00 X X 0 0 0 NICHOLAS DONOFRIO BOARD MEMBER 1.00 X 0 0 0 BRENDA GAINES BOARD MEMBER 1.00 1.00 X 0 0 0 DANIEL GALLAGHER BOARD MEMBER 1.00 X 0 0 0 NORA DENZEL BOARD MEMBER 1.00 X 0 0 0 MARY WINSTON BOARD MEMBER 1.00 X 0 0 0 JOCELYN CARTER-MILLER BOARD MEMBER 1.00 X 0 0 0 SANDRA LAWRENCE BOARD MEMBER 1.00 X 0 0 0 MICHAEL MONTELONGO BOARD MEMBER (BEG. 07/23) 1.00 X 0 0 0 KIMBERLY A SIMPSON COO, GENERAL COUNSEL & CORP. SEC. 54.00 1.00 X 472689 0 116846 ALEX S OBUCHOWSKI CHIEF FINANCIAL OFFICER 54.00 1.00 X 434790 0 122646 TRACY DEAN GEE CHIEF PEOPLE OFFICER 55.00 X 446416 0 115236 RONA BUNN CHIEF INFORMATION OFFICER 55.00 X 426848 0 111890 FRISO VAN DER OORD SENIOR VICE PRESIDENT, CONTENT 55.00 X 341051 0 73374 BETH MERIN VICE PRESIDENT, MARKETING 50.00 X 281718 0 41578 GREG GRIFFITH SR. DIR., PART., SPONS. & DEV'L 50.00 X 270542 0 43378 SUSAN PALEY VICE PRESIDENT, CHAPTER NETWORK 50.00 X 288820 0 22492 JULIE E MOUNT SENIOR REGIONAL DIRECTOR 50.00 X 245441 0 31940 WANDA PARKER-SMITH DIRECTOR, HUMAN RESOURCES 50.00 X 238954 0 38362 4577177 0 887823 67 0 1 0 NALLAS CORPORATION 12 PENNS TRAIL NEWTOWN PA 18940 TECHNOLOGY DEVELOPMENT 1541500 YES & COMPANY 1700 DIAGONAL ROAD SUITE 700 ALEXANDRIA VA 22314 MEDIA ADVERTISING 1143626 EVENTEQ 7079 OAKLAND MILLS ROAD SUITE 4 COLUMBIA MD 21046 EVENT EQUIPMENT & LABOR 705358 ADAGE TECHNOLOGIES 10 S RIVERSIDE PLAZA SUITE 1500 CHICAGO IL 60606 WEBSITE & CRM DESIGN 547859 FONTEVA 2 RAVINIA DRIVE SUITE 500 ATLANTA GA 30346 TECHNOLOGY LICENSES 540079 28 MEMBERSHIP DUES 900099 28030329 28030329 EDUCATIONAL PROGRAMS 900099 7235763 7235763 RESEARCH & PUBLICATION 900099 6787126 6370126 417000 BOARD ADVISORY SERVICE 900099 1553675 1529925 23750 43606893 1518754 1518754 33 33 5105453 5483443 -377990 -377990 -377990 STATE TAX REFUND 900099 59029 59029 59029 44806719 43166143 440750 1199826 3938067 2901315 1036752 14904595 10980750 3923845 444235 301634 142601 1502060 1067655 434405 969216 690444 278772 98166 71372 26794 95020 95020 112314 112314 4192920 3117568 1075352 706886 706886 1563307 634436 928871 2093505 1604646 488859 1500 629 871 2356204 1749880 606324 1194529 867089 327440 4273148 4171421 101727 418827 311050 107777 110562 110562 UBIT TAXES 49957 49957 CHAPTER DUES&INCENTIVES 872583 864940 7643 TEMP. HELP & INTERNS 510543 363697 146846 DUES & SUBSCRIPTIONS 329398 138068 191330 1280417 872429 407988 42017959 31415909 10602050 0 257964 18014307 21087569 1039723 704220 1843994 1629561 5477376 2170848 1173202 3306528 25243748 29181566 1137000 1137000 4649881 3161676 53101855 60466084 5169998 5900932 18755824 22221637 7114369 3603907 31040191 31726476 X 22061664 28739608 22061664 28739608 53101855 60466084 2788760 3889184 0 X 0 1 X 1 0 X 35564014 27590907 33167707 38367092 43166143 177855863 35564014 27590907 33167707 38367092 43166143 177855863 0 941592 1118776 769636 688060 638456 4156520 941592 1118776 769636 688060 638456 4156520 173699343 842188 649519 706509 721208 1518787 4438211 842188 649519 706509 721208 1518787 4438211 31195 387532 356241 77651 852619 8000 2619 37706 6495 59029 113849 36445397 28630577 34268163 39172446 44743959 183260542 0.94780 0.94560 0.02420 0.02120 X 1291786 742662 549124 3727509 1182382 2545127 458081 245804 212277 3306528 RIGHT OF USE ASSET 2138850 DUE FROM NACD CDI 326613 DEPOSITS 696213 3161676 DEFERRED COMPENSATION 156921 LEASE LIABILITY 3446986 3603907 48583589 3889184 3889184 44694405 112314 112314 44806719 41905645 0 41905645 112314 112314 42017959 X X 1 1 X X X X X 0 1 0 1 0 0 0 1 0 PETER GLEASON CHIEF EXECUTIVE OFFICER 639408 0 385000 0 31250 0 136965 0 33116 0 1225739 0 0 0 KIMBERLY A SIMPSON COO, GENERAL COUNSEL & CORP. SEC. 316856 0 135000 0 20833 0 102455 0 14391 0 589535 0 0 0 TRACY DEAN GEE CHIEF PEOPLE OFFICER 298583 0 127000 0 20833 0 100941 0 14295 0 561652 0 0 0 ALEX S OBUCHOWSKI CHIEF FINANCIAL OFFICER 288957 0 125000 0 20833 0 100560 0 22086 0 557436 0 0 0 RONA BUNN CHIEF INFORMATION OFFICER 286015 0 120000 0 20833 0 99637 0 12253 0 538738 0 0 0 FRISO VAN DER OORD SENIOR VICE PRESIDENT, CONTENT 246171 0 76130 0 18750 0 71424 0 1950 0 414425 0 0 0 BETH MERIN VICE PRESIDENT, MARKETING 226812 0 54906 0 0 0 20258 0 21320 0 323296 0 0 0 GREG GRIFFITH SR. DIR., PART., SPONS. & DEV'L 199450 0 71092 0 0 0 18126 0 25252 0 313920 0 0 0 SUSAN PALEY VICE PRESIDENT, CHAPTER NETWORK 229162 0 59658 0 0 0 20542 0 1950 0 311312 0 0 0 JULIE E MOUNT SENIOR REGIONAL DIRECTOR 190981 0 54460 0 0 0 17303 0 14637 0 277381 0 0 0 WANDA PARKER-SMITH DIRECTOR, HUMAN RESOURCES 214305 0 24649 0 0 0 19350 0 19012 0 277316 0 0 0 PART I, LINE 1A NACD'S 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, THAT ARE USED BY MEMBERS OF THE SENIOR STAFF, WHEN AVAILABLE, DURING TRAVEL TO NEW YORK CITY. THE CLUB ALSO HAS RECIPROCAL MEMBERSHIP WITH CLUBS AROUND THE COUNTRY THAT ARE ALSO UTILIZED FOR THIS PURPOSE. FIRST-CLASS AIRFARE IS REIMBURSABLE TO BOARD MEMBERS TRAVELING ON NACD BUSINESS. PART I, LINE 1B PER THE COMPENSATION COMMITTEE'S CHARTER, ALL SUCH EXPENDITURES HAVE BEEN APPROVED BY THE COMMITTEE. PART I, LINE 4B DURING 2021, NACD IMPLEMENTED A NONQUALIFIED DEFERRED COMPENSATION PLAN UNDER THE PROVISIONS OF SECTION 457(F) OF THE INTERNAL REVENUE CODE. THE PLAN'S PERFORMANCE PERIOD BEGAN JANUARY 1, 2021 AND ENDS DECEMBER 31, 2023. AMOUNTS ARE REPORTED IN PART II, COLUMN (C). PART I, LINE 5 NACD HAS A 457(F) PLAN TO ACCRUE A BENEFIT IF CERTAIN PERFORMANCE OBJECTIVES ARE MET. 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. BONUS PAYMENTS ARE REFLECTED ON PART II, COLUMN (B)(II). FORM 990, PART VI, SECTION A, LINE 1A 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 B, LINE 11B THE FORM 990 WAS PREPARED BY THE INDEPENDENT ACCOUNTING FIRM AND REVIEWED BY SENIOR MANAGEMENT. THE FORM 990 WAS THEN PROVIDED TO THE AUDIT & FINANCE COMMITTEE, AS WELL AS THE FULL BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING WITH THE IRS. 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. FORM 990, PART VI, SECTION B, LINE 15 THE NACD BOARD OF DIRECTORS HAS AN HR & COMPENSATION COMMITTEE COMPRISED OF FOUR INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. THE HR & 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 HR & 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 APPLICABLE TO THE CEO'S SENIOR MANAGEMENT TEAM. THE MOST RECENT COMPENSATION REVIEW WAS IN JANUARY 2023. FORM 990, PART VI, SECTION C, LINE 19 NACD'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW ON ITS WEBSITE: WWW.NACDONLINE.ORG. INCLUDED ARE THE ORGANIZATION'S GOVERNANCE GUIDELINES, BOARD OF DIRECTORS' BIOGRAPHIES, ALL COMMITTEE CHARTERS, BYLAWS, CODE OF ETHICS, AND DOCUMENT RETENTION POLICY. THE ORGANIZATION ALSO KEEPS A COPY OF OUR AUDITED FINANCIAL STATEMENTS AND IRS FORM 990 AVAILABLE FOR PUBLIC REVIEW IN ITS OFFICES. THE IRS FORM 990 IS ALSO AVAILABLE ON GUIDESTAR. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS DESCRIBED ABOVE, AND IS NOT CURRENTLY PUBLISHED ON THE WEBSITE. FORM 990, PART VII, SECTION A: ONE MEMBER 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. NACD CORPORATE DIRECTORS INSTITUTE 1515 N COURTHOUSE ROAD STE 1200 ARLINGTON VA 22201 842647589 PROMOTE THE PROFESSION OF CORPORATE DIRECTORSHIP DC 501(C)(6) N/A NACD 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 1 1 NACD CORPORATE DIRECTORS INSTITUTE J 45762 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE N 45762 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE O 530473 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE Q 711452 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE R 325741 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE S 115412 SHARED SVCS. AGREEMENT