2024-11-15T13:53:15-06:00 2023-12-31 420714325 RSM US LLP 919 EAST MAIN STREET SUITE 1800 RICHMOND VA 23219 990 2023-01-01 204821888 NORTH AMERICAN ELECTRIC RELIABILITY CORP NORT 4044462560 3353 PEACHTREE RD NE ATLANTA GA 303261063 ANDREW G SHARP VP AND CHIEF FINANCIAL OFFICER 4044469732 2024-11-14 1 0 MEREDITH BELL P01696827 8042822121 2024-11-14 2023 2024-10-15 13:58:12Z JAMES B ROBB 3353 PEACHTREE RD NE ATLANTA GA 303261063 101252176 0 X WWW.NERC.COM X 2006 NJ ASSURE THE EFFECTIVE, EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY & SECURITY OF ELECTRIC GRID. 12 11 256 2300 0 0 0 0 89935397 99036839 447243 1947015 71918 268322 90454558 101252176 17000 20500 0 0 51555781 59024772 0 0 0 35642510 39852018 87215291 98897290 3239267 2354886 85601048 94931912 58139458 64613138 27461590 30318774 THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) IS A NOT-FOR-PROFIT INTERNATIONAL REGULATORY AUTHORITY WHOSE MISSION IS TO ASSURE THE EFFECTIVE AND EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY AND SECURITY OF THE GRID. 0 0 SITUATION AWARENESS AND INFRASTRUCTURE SECURITY: THIS ACTIVITY INCLUDES MONITORING THE CONDITIONS OF THE BULK POWER SYSTEM AND PROVIDING LEADERSHIP COORDINATION, TECHNICAL EXPERTISE, AND ASSISTANCE TO THE INDUSTRY IN RESPONDING TO EVENTS AS NECESSARY. THIS ACTIVITY ALSO INCLUDES ASSISTING IN THE DEVELOPMENT OF TOOLS AND OTHER SUPPORT SERVICES FOR THE BENEFIT OF RELIABILITY COORDINATORS AND OTHER SYSTEM OPERATORS TO ENHANCE RELIABILITY, OPERATIONS, AND PLANNING. THIS ALSO INCLUDES THE COORDINATION OF ELECTRIC INDUSTRY ACTIVITIES TO PROMOTE CRITICAL INFRASTRUCTURE PROTECTION OF THE BULK POWER SYSTEM IN NORTH AMERICA BY TAKING A LEADERSHIP ROLE SO AS TO REDUCE VULNERABILITY AND IMPROVE MITIGATION AND PROTECTION OF THE ELECTRICITY SECTOR'S CRITICAL INFRASTRUCTURE. COMPLIANCE ENFORCEMENT: THIS ACTIVITY INCLUDES THE PROCESS USED TO ASSESS, INVESTIGATE, EVALUATE, AND AUDIT IN ORDER TO MEASURE COMPLIANCE WITH NERC RELIABILITY STANDARDS THAT ARE DEVELOPED, ADOPTED, AND APPROVED THROUGH THE RELIABILITY STANDARDS DEVELOPMENT PROGRAM AND PLACED INTO EFFECT PURSUANT TO FERC ORDERS OR TO APPLICABLE AUTHORITIES IN OTHER NORTH AMERICAN JURISDICTIONS. RELIABILITY ASSESSMENT AND PERFORMANCE ANALYSIS: THIS ACTIVITY INCLUDES THE ANALYSIS AND REPORTING ON THE RELIABILITY AND ADEQUACY OF THE NORTH AMERICAN BULK POWER SYSTEM, ANALYSIS OF OFF-NORMAL EVENTS, IDENTIFICATION OF ROOT CAUSES OF EVENTS, ASSESSMENT OF PAST RELIABILITY PERFORMANCE FOR LESSONS LEARNED, DISSEMINATION OF FINDINGS AND LESSONS LEARNED TO THE ELECTRIC INDUSTRY TO IMPROVE RELIABILITY PERFORMANCE, AND DEVELOPMENT OF RELIABILITY PERFORMANCE BENCHMARKS. 0 0 0 1 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 67 0 1 256 1 0 0 0 0 0 0 1 0 X 12 11 0 0 0 0 1 1 0 1 0 0 0 1 1 1 1 1 1 1 1 0 GA X ANDREW G SHARP 4044462560 3353 PEACHTREE RD NE ATLANTA GA 303261063 JAMES B ROBB PRESIDENT AND CEO 50.00 X X 1257007 0 355541 KEN DEFONTES CHAIRMAN 14.00 X X 178500 0 0 BOB CLARKE TRUSTEE 9.00 X 141000 0 0 ROB MANNING TRUSTEE 10.00 X 146000 0 0 ROY THILLY TRUSTEE (THRU 02/15/23) 13.00 X 16375 0 0 GEORGE HAWKINS VICE-CHAIR 8.00 X X 141000 0 0 COLLEEN SIDFORD TRUSTEE 14.00 X 141000 0 0 SUZANNE KEENAN TRUSTEE 10.00 X 141000 0 0 JIM PIRO TRUSTEE 10.00 X 141000 0 0 JANE ALLEN TRUSTEE 8.00 X 141000 0 0 LARRY IRVING TRUSTEE 9.00 X 131000 0 0 SUE KELLY TRUSTEE 14.00 X 136000 0 0 KRISTINE SCHMIDT TRUSTEE 10.00 X 114625 0 0 MANUEL J CANCEL SVP & CEO OF THE E-ISAC 50.00 X 761922 0 144717 STAN HOPTROFF VP, BUSINESS TECHNOLOGY 54.00 X 580639 0 73864 MARK G LAUBY SVP AND CHIEF ENGINEER 57.00 X 609648 0 109989 SONIA C RAMOS DA ROCHA SVP, GC & CORP. SEC. 50.00 X 584550 0 97290 JANET L SENA SVP, EXTERNAL AFFAIRS 50.00 X 514679 0 91335 KELLY HANSON SVP AND CAO 50.00 X 552407 0 109646 ANDREW G SHARP VP AND CFO 50.00 X 359904 0 73852 HOWARD GUGEL VP, ENGINEERING & STANDARDS 50.00 X 374061 0 81363 KIMBERLY MIELCAREK VP, EXTERNAL AFFAIRS 50.00 X 319512 0 50545 BRYAN PRESTON VP, PEOPLE AND CULTURE (THRU 7/14/23) 50.00 X 342439 0 44061 MECHELLE THOMAS VP, COMPLIANCE (THRU 2/22/23) 40.00 X 261882 0 12528 ELIZABETH SAUNDERS VP, PEOPLE AND CULTURE 50.00 X 246173 0 35623 SOO J KIM VP, ENGINEERING & STANDARDS 40.00 X 251707 0 36477 STUART ELSTEIN ASSOCIATE GENERAL COUNSEL 40.00 X 326021 0 61932 ERIC T HARTUNG DIRECTOR OF PERFORMANCE MANAGEMENT 50.00 X 333720 0 52034 FRANK HIRST III DIRECTOR OF LEG. AND REG. AFFAIRS 48.00 X 287512 0 34642 NINA JENKINS-JOHNSTON ASSISTANT GENERAL COUNSEL 45.00 X 314579 0 63298 JOAO MOURA DIRECTOR OF RELIABILITY ASSESSMENTS 55.00 X 278466 0 68311 MICHAEL WALKER FORMER CHIEF OF E-ISAC 0.00 X 162939 0 0 10288267 0 1597048 196 1 1 0 BATTELLE PACIFIC NORTHWEST DIVISION POBOX 84262 SEATTLE WA 981245562 CRISP DATA SHARING 6074671 AGILE RESOURCES INC PO BOX 645425 PITTSBURGH PA 152645425 CONTRACTOR AGENCY 3706610 SLALOM LLC PO BOX 101416 PASADENA CA 911891416 SALESFORCE/SHAREPOINT SUPPORT 1005342 OPEN ACCESS TECHNOLOGY INTERNATIONAL INC 3660 TECHNOLOGY DRIVE NE MINNEAPOLIS MN 55418 WEBGADS/DMZ/VPN SERVICES 841576 TIER 4 GROUP LLC 1602 ABBEY COURT ALPHARETTA GA 30004 CONTRACTOR AGENCY 773989 21 ASSESSMENTS 900099 87074681 87074681 THIRD-PARTY FUNDING 900099 9400627 9400627 TESTING FEES 900099 1950402 1950402 SERVICE AND SOFTWARE 900099 611129 611129 99036839 1947015 1947015 MISCELLANEOUS 900099 268322 268322 268322 101252176 99305161 0 1947015 X 20500 9956507 36544590 4204899 5549382 2769394 183890 129315 11516634 2038730 13994788 2997442 2069460 1785783 103109 4139509 797865 EXCISE TAXES & LICENSES 1241 94252 98897290 32942659 39782834 10117787 10612268 5223972 7560939 5453740 5766192 38426546 25614885 28341261 12811661 3521629 18398018 85601048 94931912 12971283 18300520 20116485 22617723 1383224 1501695 23668466 22193200 58139458 64613138 X 27461590 30318774 27461590 30318774 85601048 94931912 X 2354886 502298 X X 0 1 X 1 0 0 1 1 87074681 0 -76934 -76934 0 -76934 854248 777624 76624 9875731 5656973 4218758 27696567 19180288 8516279 12811661 SECURITY DEPOSITS 114050 DEFERRED COMPENSATION INVESTMENTS 4127711 RIGHT-OF-USE ASSET 14156257 18398018 DEFERRED COMPENSATION 2991339 INSURANCE RESERVE 500000 ACCRUED RETIREMENT LIABILITIES 548985 LEASE LIABILITY 18152876 22193200 X 101252176 0 101252176 0 101252176 98394992 -502298 -502298 98897290 0 98897290 PART X, LINE 2: NORTH AMERICAN ELECTRIC RELIABILITY CORP (NERC) IS ORGANIZED AS A NEW JERSEY NONPROFIT CORPORATION, AND OPERATES AS A BUSINESS LEAGUE, EXEMPT FROM INCOME TAXES UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(C)(6). ANNUALLY, NERC IS REQUIRED TO FILE A RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX (FORM 990) WITH THE IRS. IN ADDITION, NERC IS SUBJECT TO INCOME TAX ON NET INCOME THAT IS DERIVED FROM BUSINESS ACTIVITIES THAT ARE UNRELATED TO NERC'S EXEMPT PURPOSE. NERC HAS DETERMINED THAT IT IS NOT SUBJECT TO UNRELATED BUSINESS INCOME TAX DURING THE YEARS ENDED DECEMBER 31, 2023 AND 2022, AND IS NOT REQUIRED TO FILE AN EXEMPT ORGANIZATION BUSINESS INCOME TAX RETURN (FORM 990-T) WITH THE IRS. ADDITIONALLY, NERC IS SUBJECT TO A PROXY TAX RELATED TO NONDEDUCTIBLE LOBBYING AND POLITICAL EXPENSES INCURRED. THERE WAS NO PROXY TAX INCURRED IN 2023 OR 2022. NERC RECOGNIZES THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITY, BASED ON THE TECHNICAL MERITS OF THE POSITION. THERE WERE NO POSITIONS RECOGNIZED FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022. NERC IS NO LONGER SUBJECT TO FEDERAL AND STATE TAX EXAMINATIONS BY THE RESPECTIVE TAXING AUTHORITIES FOR THE YEARS PRIOR TO 2020. TAX YEARS 2020 THROUGH 2023 REMAIN SUBJECT TO EXAMINATION BY MAJOR TAX JURISDICTIONS. PART XII, LINE 2D - OTHER ADJUSTMENTS: RECLASS OF UNREALIZED GAIN/LOSS -502,298. NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 8556859 NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 306262 0 0 0 0 0 0 8863121 0 8863121 0 0 0 0 0 0 PART I, LINE 3: (1) COUNTRY - CANADA (2) COUNTRY - MEXICO 1 IEEE OPERATIONS CENTER 445 HOES LANE PISCATAWAY NJ 08854 131656633 501(C)(3) 12000 0 2023 IEEE POWER AND ENERGY SOCIETY GENERAL MEETING SILVER SUPPORT 1 0 PART I, LINE 2: NORTH AMERICAN ELECTRIC RELIABILITY CORP ONLY MAKES GRANTS AND SPONSORSHIP PAYMENTS TO ORGANIZATIONS AND FOR PURPOSES THAT HAVE BEEN PRE-APPROVED AND ARE CONSISTENT WITH THE ORGANIZATION'S MISSION. X X 1 1 X X X X 1 1 0 JAMES B ROBB PRESIDENT AND CEO 671948 0 409175 0 175884 0 325732 0 35415 0 1618154 0 110594 0 MANUEL J CANCEL SVP & CEO OF THE E-ISAC 495929 0 195888 0 70105 0 114833 0 31915 0 908670 0 29037 0 MARK G LAUBY SVP AND CHIEF ENGINEER 371138 0 143560 0 94950 0 80180 0 35337 0 725165 0 50024 0 SONIA C RAMOS DA ROCHA SVP, GC & CORP. SEC. 384340 0 144821 0 55389 0 80511 0 22260 0 687321 0 27378 0 KELLY HANSON SVP AND CAO 385398 0 148400 0 18609 0 79837 0 35339 0 667583 0 0 0 STAN HOPTROFF VP, BUSINESS TECHNOLOGY 421204 0 117855 0 41580 0 73761 0 2139 0 656539 0 14670 0 JANET L SENA SVP, EXTERNAL AFFAIRS 346084 0 121190 0 47405 0 90191 0 3072 0 607942 0 23333 0 HOWARD GUGEL VP, ENGINEERING & STANDARDS 260288 0 86024 0 27749 0 51554 0 35235 0 460850 0 11910 0 ANDREW G SHARP VP AND CFO 259756 0 76024 0 24124 0 51385 0 27986 0 439275 0 11910 0 STUART ELSTEIN ASSOCIATE GENERAL COUNSEL 271742 0 52703 0 1576 0 32123 0 38684 0 396828 0 0 0 ERIC T HARTUNG DIRECTOR OF PERFORMANCE MANAGEMENT 259185 0 73252 0 1283 0 35347 0 22059 0 391126 0 0 0 BRYAN PRESTON VP, PEOPLE AND CULTURE (THRU 7/14/23 176343 0 82680 0 83416 0 26924 0 21501 0 390864 0 0 0 NINA JENKINS-JOHNSTON ASSISTANT GENERAL COUNSEL 246103 0 63463 0 5013 0 33489 0 35137 0 383205 0 0 0 KIMBERLY MIELCAREK VP, EXTERNAL AFFAIRS 242892 0 71250 0 5370 0 42026 0 12089 0 373627 0 0 0 JOAO MOURA DIRECTOR OF RELIABILITY ASSESSMENTS 245877 0 31369 0 1220 0 30953 0 42735 0 352154 0 0 0 FRANK HIRST III DIRECTOR OF LEG. AND REG. AFFAIRS 218783 0 65792 0 2937 0 34642 0 1835 0 323989 0 0 0 SOO J KIM VP, ENGINEERING & STANDARDS 199883 0 51050 0 774 0 28012 0 11553 0 291272 0 0 0 ELIZABETH SAUNDERS VP, PEOPLE AND CULTURE 194349 0 51050 0 774 0 27158 0 11553 0 284884 0 0 0 MECHELLE THOMAS VP, COMPLIANCE (THRU 2/22/23) 19345 0 72625 0 169912 0 5903 0 8078 0 275863 0 0 0 KEN DEFONTES CHAIRMAN 178500 0 0 0 0 0 0 0 0 0 178500 0 0 0 MICHAEL WALKER FORMER CHIEF OF E-ISAC 120000 0 0 0 42939 0 0 0 0 0 162939 0 0 0 PART I, LINE 1A FIRST-CLASS TRAVEL: UNDER NORTH AMERICAN ELECTRIC CORP'S TRAVEL POLICY, TRUSTEES, OFFICERS, AND EMPLOYEES ARE GENERALLY REIMBURSED FOR ECONOMY AVAILABLE, OR IF A FLIGHT SEGMENT EXCEEDS FOUR HOURS IN DURATION, BUSINESS OR FIRST CLASS WILL BE REIMBURSED FOR TRUSTEES AND OFFICERS, OR IF A FLIGHT SEGMENT EXCEEDS FIVE HOURS IN DURATION FOR EMPLOYEES THEN BUSINESS CLASS WILL BE REIMBURSED. TAX GROSS-UP PAYMENTS: GROSS UPS ARE PROVIDED ON PAYCHECKS FOR TAXES THAT ARE WITHHELD FOR GIFT CARDS. PART I, LINES 4A-B BRYAN PRESTON AND MECHELLE THOMAS RECEIVED SEVERANCE PAYMENTS IN THE AMOUNTS OF $79,000 AND $130,625, RESPECTIVELY. THE FOLLOWING EXECUTIVES PARTICIPATED IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN SPONSORED BY NORTH AMERICAN ELECTRIC RELIABILITY CORP. THE EMPLOYER CONTRIBUTIONS TO THE PLAN MADE ON BEHALF OF THE EXECUTIVES, ALONG WITH DISTRIBUTIONS FROM THE PLAN, ARE SHOWN BELOW AND REPORTED ON FORM 990, PART VII AND SCHEDULE J, PART II. CONTRIBUTIONS FOR 2023 TOTALED $476,080. THIRTEEN AWARDS VESTED IN 2023 AND WERE PAID: STAN HOPTROFF $13,660; MARK G. LAUBY $33,224 AND $33,656; SONIA RAMOS DA ROCHA $36,625; JAMES B. ROBB $83,944 AND $26,937; JANET L. SENA $29,287; MANUEL CANCEL $31,180; HOWARD GUGEL $20,197; ANDREW SHARP $13,561 AND MECHELLE THOMAS $12,793. FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP IN NORTH AMERICAN ELECTRIC RELIABILITY CORP (NERC) IS VOLUNTARY AND IS OPEN TO ANY PERSON OR ENTITY THAT HAS AN INTEREST IN THE RELIABLE OPERATION OF THE NORTH AMERICAN BULK POWER SYSTEM AND THAT REGISTERS WITH NERC AS A MEMBER, MAINTAINS ITS REGISTRATION IN ACCORDANCE WITH THE BYLAWS, AND COMPLIES WITH THE OTHER CONDITIONS AND OBLIGATIONS OF MEMBERSHIP AS SPECIFIED IN THE BYLAWS. MEMBERSHIP IN A REGIONAL ENTITY SHALL NOT BE A CONDITION FOR MEMBERSHIP IN NERC. THE SECRETARY OF NERC SHALL MAINTAIN A ROSTER OF THE MEMBERS OF NERC. MEMBERS DO NOT SHARE IN THE PROFITS OR REVENUES OF NERC. NERC HAS THE FOLLOWING SECTORS OF MEMBERSHIP: (I) INVESTOR-OWNED UTILITY; (II) STATE/MUNICIPAL UTILITY; (III) COOPERATIVE UTILITY; (IV) FEDERAL OR PROVINCIAL UTILITY/POWER MARKETING ADMINISTRATION; (V)TRANSMISSION-DEPENDENT UTILITY; (VI) MERCHANT ELECTRICITY GENERATOR; (VII) ELECTRICITY MARKETER; (VIII) LARGE END-USE ELECTRICITY CUSTOMER; (IX) SMALL END-USE ELECTRICITY CUSTOMER; (X) INDEPENDENT SYSTEM OPERATOR/REGIONAL TRANSMISSION ORGANIZATION; (XI) REGIONAL ENTITY; (XII) GOVERNMENT REPRESENTATIVES. FORM 990, PART VI, SECTION A, LINE 7A INDEPENDENT TRUSTEES ARE ELECTED BY THE MEMBER REPRESENTATIVES COMMITTEE, WHICH IS ELECTED BY THE MEMBERS. THE MEMBER REPRESENTATIVES COMMITTEE CONSISTS OF THE FOLLOWING VOTING MEMBERS: (I) TWO REPRESENTATIVES FROM EACH OF THE FOLLOWING SECTORS: INVESTOR-OWNED UTILITY, STATE/MUNICIPAL UTILITY, COOPERATIVE UTILITY, FEDERAL OR PROVINCIAL UTILITY/FEDERAL POWER MARKETING ADMINISTRATION, TRANSMISSION-DEPENDENT UTILITY, MERCHANT ELECTRICITY GENERATOR, ELECTRICITY MARKETER, LARGE END-USE ELECTRICITY CONSUMER, SMALL END-USE ELECTRICITY CONSUMER, AND INDEPENDENT SYSTEM OPERATOR/REGIONAL TRANSMISSION ORGANIZATION; (II) THE CHAIRMAN AND VICE CHAIRMAN OF THE MEMBER REPRESENTATIVES COMMITTEE; (III) ANY ADDITIONAL CANADIAN REPRESENTATIVES AS ARE SELECTED; AND (IV) TWO REPRESENTATIVES OF STATE GOVERNMENTS. FORM 990, PART VI, SECTION A, LINE 8B THERE ARE NO COMMITTEES WITH THE AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION MUST USE THE FOLLOWING PROCESS FOR PREPARATION AND REVIEW OF ITS IRS FORM 990: (1) EACH YEAR, AN INDEPENDENT CPA FIRM PREPARES A DRAFT OF THE FORM 990, WORKING WITH THE CHIEF FINANCIAL OFFICER (CFO) AND CORPORATE CONTROLLER. THE CFO MAY ALSO ENGAGE THE SERVICES OF OUTSIDE COUNSEL IN PREPARING THE DRAFT FORM 990. (2) PRIOR TO FILING THE FORM 990 EACH YEAR, THE CFO, CONTROLLER, CHIEF OPERATING OFFICER AND GENERAL COUNSEL REVIEW THE DRAFT FORM 990. (3) PRIOR TO FILING THE FORM 990 EACH YEAR, THE DRAFT FORM 990 IS PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES FOR REVIEW, INCLUDING MEMBERS OF THE FINANCE AND AUDIT COMMITTEE (FAC) THAT FOCUS ON THE FINANCIAL ASPECTS, AND MEMBERS OF THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC) THAT FOCUS ON THE CORPORATE GOVERNANCE ASPECTS. (4) THE CFO PREPARES A MEMORANDUM FOR THE FILE EACH YEAR DESCRIBING THE TIMING, NATURE, AND INDIVIDUALS INVOLVED IN THE PREPARATION AND REVIEW OF THE FORM 990. FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, NORTH AMERICAN ELECTRIC RELIABILITY CORP'S (NERC) GENERAL COUNSEL SHALL DISTRIBUTE TO EACH NERC REPRESENTATIVE A COPY OF NERC'S CONFLICT OF INTEREST POLICIES, TOGETHER WITH A LIST OF THE REGISTERED ENTITIES FROM THE NERC COMPLIANCE REGISTRY, TOGETHER WITH A QUESTIONNAIRE THAT REQUIRES THE DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST. NEW INDEPENDENT TRUSTEES AND EMPLOYEES SHOULD COMPLETE THE QUESTIONNAIRE UPON JOINING NERC. THE GENERAL COUNSEL SHALL REVIEW THE COMPLETED QUESTIONNAIRES EACH YEAR AND COMMUNICATE WITH THE INDIVIDUALS INVOLVED ABOUT ANY POTENTIAL CONFLICTS. EACH INDIVIDUAL MUST RECUSE HIMSELF OR HERSELF FROM ANY PARTICULAR MATTER INVOLVING AN ENTITY THAT PRESENTS A CONFLICT OF INTEREST UNTIL SUCH TIME AS THE CONFLICT OF INTEREST IS RESOLVED. THE GENERAL COUNSEL SHALL REPORT THE RESULTS OF THE REVIEW OF THE CONFLICT OF INTEREST QUESTIONNAIRES TO THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC). CONFLICTS INVOLVING INDEPENDENT TRUSTEES SHALL ALSO BE REPORTED TO THE CHAIR. THE GENERAL COUNSEL SHALL PROVIDE CONSULTATION AND ADVICE ON MATTERS OF POSSIBLE CONFLICTS OF INTEREST AS THE OCCASION WARRANTS. FORM 990, PART VI, SECTION B, LINE 15 NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) USES THE FOLLOWING PROCESSES FOR DETERMINING THE COMPENSATION OF INDEPENDENT TRUSTEES, THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS, AND KEY EMPLOYEES: A) TRUSTEE COMPENSATION - CONSISTENT WITH ITS MANDATE AND NERC'S GOVERNANCE GUIDELINES, AS AMENDED FROM TIME TO TIME, THE CGHRC ANNUALLY REVIEWS THE COMPENSATION PLAN FOR INDEPENDENT TRUSTEES. THE OBJECTIVE OF THE COMMITTEE'S REVIEW IS TO ASSURE THAT NERC IS ABLE TO ATTRACT AND RETAIN INDIVIDUALS WHO HAVE THE NECESSARY SKILLS, EXPERIENCE, PERSONAL CHARACTERISTICS AND COMMITMENT TO BE AN EFFECTIVE TRUSTEE, TAKING INTO ACCOUNT, IN PARTICULAR, THE WORKLOAD OF TRUSTEES, THE ALTERNATIVE OPPORTUNITIES AVAILABLE TO THOSE NERC WISHES TO ATTRACT AND RETAIN, AND THE STRINGENT CONFLICT-OF-INTEREST PROVISIONS GOVERNING NERC TRUSTEES. IN CONDUCTING THE REVIEW OF COMPENSATION, THE CGHRC EVALUATES THE AMOUNT OF WORK AND LEVEL OF RESPONSIBILITY TRUSTEES ARE BEING ASKED TO UNDERTAKE AND, FROM TIME TO TIME, BUT NO LESS THAN EVERY THREE YEARS, EXAMINES MARKET DATA WITH RESPECT TO THE COMPENSATION OF THE MEMBERS OF THE GOVERNING BOARDS OF OTHER RELEVANT ORGANIZATIONS UTILIZING AN INDEPENDENT COMPENSATION CONSULTANT. SUCH MARKET DATA MAY INCLUDE AVAILABLE COMPENSATION DATA FROM NERC'S REGIONAL ENTITIES, REGIONAL TRANSMISSION OPERATORS (RTO), INDEPENDENT SYSTEM OPERATORS (ISO), INVESTOR OWNED UTILITIES (IOU) (MEETING SUCH CHARACTERISTICS AS ARE APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT) AND A GENERAL INDUSTRY PEER GROUP (AS APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT). B) CHIEF EXECUTIVE AND OTHER OFFICER COMPENSATION - THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF THE CEO IS DETERMINED BY THE BOARD OF TRUSTEES, AFTER REVIEW AND RECOMMENDATION BY THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC). THE COMMITTEE AND BOARD CONSIDER MARKET DATA FOR PEER GROUP ORGANIZATIONS PROVIDED BY AN INDEPENDENT CONSULTANT, AS WELL AS THE DEGREE TO WHICH THE ORGANIZATION AND CEO HAVE ACHIEVED ESTABLISHED ANNUAL GOALS. THE DECISIONS OF THE COMMITTEE AND BOARD ARE DOCUMENTED AND KEPT ON FILE IN THE HUMAN RESOURCES DEPARTMENT. THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF OTHER OFFICERS IS REVIEWED, DETERMINED AND DOCUMENTED IN A SIMILAR FASHION, EXCEPT THAT THE FINAL COMPENSATION DETERMINATIONS ARE, UPON RECOMMENDATION OF THE CEO, APPROVED BY THE CGHRC, RATHER THAN THE BOARD OF TRUSTEES. AN INDEPENDENT COMPENSATION STUDY FOR EXECUTIVES WAS CONDUCTED IN 2023. FORM 990, PART VI, SECTION C, LINE 19 NORTH AMERICAN ELECTRIC RELIABILITY CORP MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC VIA ITS WEBSITE. AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER CONSULTANTS 11,516,634. FORM 990, PART XI, LINE 9: RECLASS OF UNREALIZED GAIN/LOSS 502,298. FORM 990, PART XII, LINE 2C: THE OVERSIGHT AND SELECTION PROCESS DID NOT CHANGE DURING THE TAX YEAR.