2022-07-01T10:32:54-05:00 2021-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2021-01-01 842647589 NACD CORPORATE DIRECTORS INSTITUTE NACD 5713673700 1515 N COURTHOUSE ROAD 1200 ARLINGTON VA 22201 PETER R GLEASON CEO 5713673700 2022-07-01 1 PETER GLEASON 999009999 RICHARD J LOCASTRO CPA P00288314 3019519090 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z PETER R GLEASON 1515 N COURTHOUSE ROAD 1200 ARLINGTON VA 22201 1106916 0 X WWW.CERTIFICATION.NACDONLINE.ORG/CORPORATE-D X 2019 DC SEE PART III, LINE 1. 5 4 0 5 0 0 0 0 412500 1106860 136 56 0 0 412636 1106916 0 0 0 0 203134 454012 0 0 0 404824 842750 607958 1296762 -195322 -189846 604765 1118025 800087 1503193 -195322 -385168 TO PROMOTE THE PROFESSION OF CORPORATE DIRECTORSHIP THROUGH A NATIONWIDE CORPORATE DIRECTOR CERTIFICATION WHICH INCLUDES CONTINUING EDUCATION FOR DIRECTORS AND OFFER ADDITIONAL SERVICES RELATED TO THE PROFESSION OF CORPORATE DIRECTORSHIP. 0 0 THE NACD DIRECTORSHIP CERTIFICATION PROGRAM IS THE CREDENTIAL FOR DIRECTORS TO OBTAIN AND DEMONSTRATE A BASELINE OF KNOWLEDGE IN PREPARATION FOR OR CONTINUATION OF THE PROFESSION OF DIRECTORSHIP. 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 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 1 0 0 1 14 0 1 0 0 0 0 0 0 0 0 0 X 5 4 0 0 0 0 0 0 0 1 0 0 0 1 1 1 1 1 1 0 0 0 X ALEX OBUCHOWSKI 5713673770 1515 N COURTHOUSE ROAD 1200 ARLINGTON VA 22201 X CYNTHIA JAMISON BOARD MEMBER (SEE SCHEDULE O) 1.00 0.00 X 0 10000 0 ANNA CATALANO BOARD MEMBER (FROM 2/21) (SEE SCH O) 1.00 0.00 X 0 10000 0 PETER R GLEASON CEO 1.00 54.00 X X 0 909816 147103 BRENDA GAINES BOARD MEMBER 1.00 1.00 X 0 0 0 W GRAEME ROUSTAN BOARD MEMBER 1.00 0.00 X 0 0 0 ALEX OBUCHOWSKI TREASURER 1.00 54.00 X 0 355025 97902 KIMBERLY A SIMPSON COO, GEN. COUNSEL, & CORP. SECRETARY 1.00 54.00 X 0 361457 93467 0 1646298 338472 0 0 1 0 THE CAVIART GROUP 9556 PINE CLUSTER CIRCLE VIENNA VA 22181 CERTIFICATION EXAM CONTRACTOR 152000 BEYOND DEFINITION 8505 FENTON STREET SUITE 212 SILVER SPRING MD 20910 MARKETING & BRAND WORK 124740 2 CERTIFICATION REVENUE 900099 1106860 1106860 1106860 56 56 1106916 1106860 0 56 X 39649 329162 20529 39399 25273 3968 800 480039 2907 87900 149512 89399 3397 1342 8421 3348 DUES & SUBSCRIPTIONS 8323 MISCELLANEOUS 3394 1296762 464817 1113095 2705 4930 137243 0 604765 1118025 9837 89667 790250 1408336 0 5190 800087 1503193 X -195322 -385168 -195322 -385168 604765 1118025 -189846 0 X 0 1 X 1 0 0 DUE TO NACD 5190 5190 X 1106916 0 1106916 0 1106916 1296762 0 1296762 0 1296762 PART X, LINE 2: FOR THE YEAR ENDED DECEMBER 31, 2021, NACD AND AFFILIATE HAS DOCUMENTED THEIR CONSIDERATION OF FASB ASC 740-10, INCOME TAXES, THAT PROVIDES GUIDANCE FOR REPORTING UNCERTAINTY IN INCOME TAXES AND HAS DETERMINED THAT NO MATERIAL UNCERTAIN TAX POSITIONS QUALIFY FOR EITHER RECOGNITION OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. 0 1 0 PETER R GLEASON CEO 0 609560 0 300256 0 0 0 107317 0 39786 0 1056919 0 0 KIMBERLY A SIMPSON COO, GEN. COUNSEL, & CORP. SECRETARY 0 273691 0 87766 0 0 0 78901 0 14566 0 454924 0 0 ALEX OBUCHOWSKI TREASURER 0 254769 0 100256 0 0 0 77645 0 20257 0 452927 0 0 PART I, LINE 3 NACD CDI RELIES ON A RELATED ORGANIZATION, NACD, TO DETERMINE COMPENSATION. NACD USED THE FOLLOWING METHODS TO ESTABLISH COMPENSATION OF THE CEO: - COMPENSATION COMMITTEE - INDEPENDENT COMPENSATION CONSULTANT - FORM 990 OF OTHER ORGANIZATIONS - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION 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). THE FOLLOWING EMPLOYEES PARTICIPATED AND THE ASSOCIATION RECOGNIZED EXPENSE FOR THE FOLLOWING PLAN PARTICIPANTS IN 2021: - PETER R. GLEASON $81,637 - KIMBERLY A. SIMPSON $54,245 - ALEX S. OBUCHOWSKI $54,245 FORM 990, PART VI, SECTION A, LINE 8B THE ORGANIZATION DOES NOT HAVE ANY COMMITTEES WITH AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY. 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. 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 NACD CDI RELIES ON NACD, A RELATED ORGANIZATION, TO DETERMINE COMPENSATION. NACD'S COMPENSATION DETERMINATION PROCESS IS AS FOLLOWS. 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. THE MOST RECENT COMPENSATION REVIEW WAS IN JANUARY 2021. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW AT NACD'S OFFICES UPON REQUEST. INCLUDED ON IT'S WEBSITE: WWW.NACDONLINE.ORG, ARE THE BOARD OF DIRECTORS' BIOGRAPHIES, 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. FORM 990, PART VII, SECTION A: TWO MEMBERS OF THE CDI GOVERNING BODY RECEIVED FEES FOR CONTRACTED SERVICES THEY PROVIDED IN THEIR CAPACITY AS A FACULTY MEMBER FROM A RELATED ORGANIZATION. FORM 990, PART IX, LINE 11G CONSULTANTS 399,416. PROFESSIONAL SERVICES 80,623. NATIONAL ASSOCIATION OF CORPORATE DIRECTORS 1515 N COURTHOUSE ROAD SUITE 1200 ARLINGTON VA 22201 522314113 MEMBERSHIP ORGANIZATION DC 501(C)(3) LINE 10 N/A 0 0 0 0 0 0 0 0 0 0 0 1 0 0 1 1 1 0 1 1 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS K 31969 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS N 31969 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS O 327256 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS P 359225 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS R 44920 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS S 240012 SHARED SVCS. AGREEMENT