2022-11-15T17:59:35-06:00 2021-12-31 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2021-01-01 237451693 NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION NATI 7035613933 2550 WASSER TERRACE 400 HERNDON VA 20171 JANE E LARIMER PRESIDENT & CHIEF EXECUTIVE OFFICER 7035613933 2022-11-15 1 JANE LARIMER XXX-XX-XXXX J ANDREW SMITH P00635175 5712279500 2022-11-15 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z NACHA JANE E LARIMER 2550 WASSER TERRACE 400 HERNDON VA 20171 23436846 0 X WWW.NACHA.ORG X 1974 DE NACHA GOVERNS THE ACH NETWORK, THE PAYMENT SYSTEM THAT DRIVES DIRECT DEPOSITS AND DIRECT PAYMENTS WITH THE CAPABILITY TO REACH ALL U.S. FINANCIAL INSTITUTION ACCOUNTS. NACHA IS MEMBERSHIP ORGANIZATION AND PROVIDES PAYMENTS EDUCATION, ACCREDITATION & ADVISORY SERVICES. 18 18 71 100 503969 0 0 1367398 17296727 19702494 -3494 16172 5372003 1942508 22665236 23028572 0 0 0 0 12686403 12776267 0 0 0 7812273 8118952 20498676 20895219 2166560 2133353 22849774 25037618 9224737 9307230 13625037 15730388 X NACHA GOVERNS THE ACH NETWORK, THE PAYMENT SYSTEM THAT DRIVES DIRECT DEPOSITS AND DIRECT PAYMENTS WITH THE CAPABILITY TO REACH ALL U.S. BANK AND CREDIT UNION ACCOUNTS. NACHA ADVANCES INNOVATION AND INTEROPERABILITY IN THE PAYMENTS SYSTEM BY DEVELOPING RULES AND STANDARDS, AND PROVIDING INDUSTRY SOLUTIONS. NACHA ALSO PROVIDES EDUCATION, ACCREDITATION, MEMBERSHIP PROGRAMS AND ADVISORY SERVICES. 0 0 ACH NETWORK ADMINISTRATOR: NACHA DEVELOPS AND ADMINISTERS THE PRIVATE SECTOR NACHA OPERATING RULES FOR ACH PAYMENTS, WHICH DEFINE THE ROLES AND RESPONSIBILITIES FOR MORE THAN 9,000 PARTICIPATING FINANCIAL INSTITUTIONS. RISK MANAGEMENT, RULES ENFORCEMENT, NETWORK ADVOCACY AND DEVELOPMENT OF ELECTRONIC SOLUTIONS IS ALSO INCLUDED WITHIN THE PROGRAM SERVICES AS ADMINISTRATOR OF THE ACH NETWORK. CONFERENCE:SMARTER FASTER PAYMENTS IS AN IN-PERSON CONFERENCE WITH MORE THAN 100 EDUCATIONAL SESSIONS AND A DYNAMIC EXHIBIT HALL. THE EVENTS BRING MORE THAN 2,000 DIVERSE PAYMENTS PROFESSIONALS TOGETHER TO OBTAIN LEADING-EDGE EDUCATION AND SOLUTIONS. PUBLICATIONS:NACHA PRODUCES THE NACHA OPERATING RULES & GUIDELINES AND MORE THAN 40 OTHER PAYMENT-RELATED PUBLICATIONS, GUIDES, AND TRAINING MATERIALS IN A VARIETY OF FORMATS 0 1 0 1 0 0 0 0 0 1 0 0 1 1 1 1 0 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 0 1 15 0 71 1 1 1 0 0 0 0 0 0 0 X 18 18 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X ROXANNE ORTICKE CFO 7035611100 2550 WASSER TERRACE SUITE 400 HERNDON VA 20171 JOE HUSSEY CHAIRPERSON 2.00 X X 0 0 0 LAURA LISTWAN VICE CHAIRPERSON 2.00 X X 0 0 0 RUSSELL OATMAN SECRETARY/TREASURER 2.00 X X 0 0 0 MARLENE BARKHEIMER DIRECTOR 2.00 X 0 0 0 SARAH BILLINGS DIRECTOR 2.00 X 0 0 0 KEVIN CHRISTENSEN DIRECTOR 2.00 X 0 0 0 NICHOLAS DRINKWINE DIRECTOR 2.00 X 0 0 0 MICHAEL FOSSACECA DIRECTOR 2.00 X 0 0 0 VIKRAM ISRANI DIRECTOR 2.00 X 0 0 0 TINA KNAPP DIRECTOR 2.00 X 0 0 0 STEPHEN MAX DIRECTOR 2.00 X 0 0 0 ARTHUR MCCRAY DIRECTOR 2.00 X 0 0 0 TIM MILLS DIRECTOR 2.00 X 0 0 0 PHIL PICILLO DIRECTOR 2.00 X 0 0 0 WILLIAM SCHOCH DIRECTOR 2.00 X 0 0 0 CARL SLABICKI DIRECTOR 2.00 X 0 0 0 UMA WILSON DIRECTOR 2.00 X 0 0 0 MICHELLE ZIOLKOWSKI DIRECTOR 2.00 X 0 0 0 JANE LARIMER CEO AND PRESIDNET 40.00 X 767703 0 30627 PAMELA MOORE CFO & VP, ADMINISTRATIVE SERVICES 40.00 X 292833 0 21668 ROXANNE ORTICKE CFO & MANAGING DIRECTOR, ADMIN. SERV. 40.00 X 190547 0 21538 SCOTT LANG CHIEF OF STAFF 40.00 X 357153 0 28377 MICHAEL HERD VICE PRESIDENT, ACH NETWORK ADMIN. 40.00 X 331756 0 53309 NICK HAMADE CTO 40.00 X 284327 0 52722 GEORGE THROCKMORTOM MGNG. DIR., STRATIC INITV. & NETWK. DEVO. 40.00 X 267428 0 39025 JEANETTE BLANCO GENERAL COUNSEL 30.00 X 264361 0 25101 VICTORIA DAY CHIEF COMMUNICATIONS OFFICER 40.00 X 228238 0 37522 STEPHANIE PREBISH MANAGING DIRECTOR, ASSOCIATION SERVICES 40.00 X 219528 0 24179 WILLIAM SULLIVAN SEN. DIR & GROUP MGR. GOV. & IND. REL. 40.00 X 241012 0 24563 SAMANTHA CARRIER SR. DIR., EMERG. STRAT. INITV. 40.00 X 200274 0 48841 MICHAEL MURPHY SEN. DIR & GRP. MGR., MEMBER ENG. & PUBS. 40.00 X 212374 0 33683 ROBERT UNGER SR. DIR., PROD. MGMT & STRAT. INITV. 40.00 X 200154 0 36608 CARI CONOHAN SEN. DIR & GRP. MGR.ACH NETWK. RULES & ENFORCE. 40.00 X 198792 0 23044 4256480 0 500807 50 0 1 0 SIDNEY AUSTIN LLP 1501 K STREET NW WASHINGTON DC 20005 LEGAL 386326 PETER TAPLING 1500 N DEE ROAD PARK RIDGE IL 60068 CONSULTING /SERVICES 242500 RICHARD FEUER ANDERSON 1133 CONNECTICUT AVENUE STE 620 WASHINGTON DC 20036 CONSULTING /SERVICES 150000 3 1367398 1367398 ACH ADMINISTRATIVE FEE 900099 13404393 13404393 MEMBERSHIP DUES 900099 3113691 3113691 CONFERENCES 900099 1382235 1382235 ACCREDITATION PROGRAMS 900099 837430 837430 EDUCATION AND TRAINING 611710 411892 411892 552853 487680 65173 19702494 16172 16172 1652982 408274 1244708 1244708 PREFERRED MARKETING PROGRAM 541990 370006 259004 111002 CONSULTATIVE SERVICES 541900 327794 327794 697800 23028572 21141033 503969 16172 3385473 7467479 454448 818664 650203 441156 151097 1143943 1047420 490428 2174534 600918 45075 323543 1315333 180072 PUBLIC RELATIONS 205433 20895219 68156 66282 11966241 15290801 2118680 2355487 27136 16500 769307 758421 8118041 6057779 3061488 2060262 2762580 2234579 2076186 2255286 22849774 25037618 3339389 2854948 2703873 3356232 3181475 3096050 9224737 9307230 X 13625037 15730388 13625037 15730388 22849774 25037618 2133353 -28002 0 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 1 0 1561042 1105553 455489 1119734 932841 186893 5437265 4019385 1417880 2060262 ACCRUED INTEREST 1859 DEFERRED COMPENSATION PLAN ASSETS 2198374 DEPOSITS 55053 2255286 DEFERRED RENT OBLIGATION 875189 DEFERRED COMPENSATION OBLIGATION 2198374 CAPITAL LEASE OBLIGATION 22487 3096050 X 23408844 -28002 -28002 23436846 -408274 -408274 23028572 21303493 408274 408274 20895219 0 20895219 PART X, LINE 2: THE ASSOCIATION IS EXEMPT FROM THE PAYMENT OF INCOME TAXES ON ITS EXEMPT ACTIVITIES UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE (IRC). THE ASSOCIATION ADOPTED THE INCOME TAX STANDARD FOR UNCERTAIN TAX POSITIONS. THE ASSOCIATION EVALUATED ITS TAX POSITIONS AND DETERMINED THAT ITS TAX POSITIONS ARE MORE LIKELY THAN NOT TO BE SUSTAINED ON EXAMINATION. THE ASSOCIATION'S TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. PART XI, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS SOLD -408,274. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 408,274. X X X X 0 0 0 JANE LARIMER CEO AND PRESIDNET 486542 0 260000 0 21161 0 1058 0 29569 0 798330 0 0 0 SCOTT LANG CHIEF OF STAFF 248492 0 88000 0 20661 0 944 0 27433 0 385530 0 0 0 MICHAEL HERD VICE PRESIDENT, ACH NETWORK ADMIN. 246135 0 85000 0 621 0 13418 0 39891 0 385065 0 0 0 NICK HAMADE CTO 230666 0 52500 0 1161 0 13418 0 39304 0 337049 0 0 0 PAMELA MOORE CFO & VP, ADMINISTRATIVE SERVICES 178571 0 93500 0 20762 0 794 0 20874 0 314501 0 0 0 GEORGE THROCKMORTOM MGNG. DIR., STRATIC INITV. & NETWK. 204467 0 61800 0 1161 0 7561 0 31464 0 306453 0 0 0 JEANETTE BLANCO GENERAL COUNSEL 194839 0 48000 0 21522 0 944 0 24157 0 289462 0 0 0 VICTORIA DAY CHIEF COMMUNICATIONS OFFICER 177965 0 49500 0 773 0 7561 0 29961 0 265760 0 0 0 WILLIAM SULLIVAN SEN. DIR & GROUP MGR. GOV. & IND. RE 194462 0 46050 0 500 0 1014 0 23549 0 265575 0 0 0 SAMANTHA CARRIER SR. DIR., EMERG. STRAT. INITV. 164774 0 35000 0 500 0 13418 0 35423 0 249115 0 0 0 MICHAEL MURPHY SEN. DIR & GRP. MGR., MEMBER ENG. & 174445 0 34000 0 3929 0 3940 0 29743 0 246057 0 0 0 STEPHANIE PREBISH MANAGING DIRECTOR, ASSOCIATION SERVI 176907 0 42000 0 621 0 1090 0 23089 0 243707 0 0 0 ROBERT UNGER SR. DIR., PROD. MGMT & STRAT. INITV. 164154 0 36000 0 0 0 7561 0 29047 0 236762 0 0 0 CARI CONOHAN SEN. DIR & GRP. MGR.ACH NETWK. RULES 159060 0 39300 0 432 0 1058 0 21986 0 221836 0 0 0 ROXANNE ORTICKE CFO & MANAGING DIRECTOR, ADMIN. SERV 157797 0 32250 0 500 0 944 0 20594 0 212085 0 0 0 PART I, LINE 1A NACHA PROVIDES A WELLNESS BENEFIT UP TO $500 THAT IS REIMBURSED UPON DOCUMENTATION OF ELIGIBLE EXPENSES AND IT IS INCLUDED ON THE EMPLOYEES PAYROLL AS A TAXABLE FRINGE BENEFIT. FORM 990, PART VI, SECTION A, LINE 1A THE EXECUTIVE COMMITTEE IS RESPONSIBLE FOR THE MANAGEMENT OF THE CORPORATION WHEN THE BOARD IS NOT IN SESSION. THE EXECUTIVE COMMITTEE CONSISTS OF THE CHAIRPERSON, THE VICE-CHAIRPERSON, AND THE SECRETARY/TREASURER, AND IS CHAIRED BY THE CHAIRPERSON OF THE BOARD. THE PRESIDENT OF THE ORGANIZATION SERVES AS AN EX OFFICIO NON-VOTING MEMBER OF THE EXECUTIVE COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION (NACHA) IS A TRADE ASSOCIATION. ITS BYLAWS INCLUDE THREE DISTINCT MEMBERSHIP CLASSES INCLUDING DIRECT FINANCIAL INSTITUTION (DFI) MEMBER, PAYMENTS ASSOCIATION (PA) MEMBER AND COUNCIL MEMBERSHIPS. EACH CLASS OF MEMBERSHIP HAS THE RIGHT TO VOTE FOR DIRECTORS AND OFFICERS OF NACHA AND SHALL DESIGNATE ONE INDIVIDUAL REPRESENTATIVE FOR PURPOSES OF VOTING AND ANY OTHER PURPOSES RELEVANT TO NACHA. A DUES-BASED MEMBERSHIP ASSOCIATION THAT ADDRESSES PAYMENTS SYSTEM TOPICS AND HAS THE PRIMARY PURPOSE OF PROVIDING EDUCATIONAL, REGULATORY, AND COMMUNICATIONS SUPPORT FOR ITS MEMBERS' USE OF THE ACH NETWORK AND COMPLIANCE WITH THE NACHA OPERATING RULES IS ELIGIBLE TO JOIN AS A MEMBER PA. PAS HAVE THE AUTHORITY TO REPRESENT AND VOTE ON BEHALF OF ONLY ITS DFI MEMBERS ON THE NACHA OPERATING RULES. THE PA SHALL BE INCORPORATED IN THE US, OR IF NOT INCORPORATED SHALL BE PART OF AN ENTITY THAT IS INCORPORATED IN THE US. A MAJORITY OF PAS SHALL BE DFIS AND, IF APPLICABLE, DFIS SHALL HOLD MAJORITY OWNERSHIP IN THE PA PARENT ENTITY. DFI MEMBERS OF AN PA SHALL BE CONSIDERED INDIRECT MEMBERS OF NACHA. A DFI THAT IS A MEMBER OF ANY PAYMENT ASSOCIATION THAT IS (I) ITSELF A MEMBER OF THE ORGANIZATION, AND (II) A RECOGNIZED PROVIDER OF EDUCATION AND TRAINING THAT HAS MET THE CRITERIA SET BY THE ORGANIZATION FOR PAYMENTS ACCREDITATION, MAY JOIN AS A MEMBER. REPRESENTATIVES OF DFIS AND OTHER STAKEHOLDERS FOCUSED ON DEVELOPING ELECTRONIC PAYMENT AND E-COMMERCE APPLICATIONS MAY FORM A COUNCIL IN ACCORDANCE WITH POLICIES AND PROCEDURES ADOPTED BY THE BOARD. THE COUNCIL IS PART OF THE ORGANIZATION AND NOT SEPARATELY INCORPORATED, BUT IS CONSIDERED A MEMBER. THE COUNCIL'S INDIVIDUAL OR ORGANIZATION MEMBERS, OR EMANCIPATED GROUPS, ARE NOT CONSIDERED MEMBERS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A EACH CLASS OF MEMBERSHIP SHALL HAVE THE RIGHT TO VOTE FOR DIRECTORS AND OFFICERS. FORM 990, PART VI, SECTION A, LINE 7B DFI AND RPA MEMBERS SHALL BE ALLOTTED A CERTAIN NUMBER OF VOTES ON THE NACHA OPERATING RULES BASED ON ANNUAL MEMBERSHIP DUES AND THE ANNUAL ACH ORIGINATED AND RECEIVED VOLUME OF ITS RESPECTIVE FINANCIAL INSTITUTIONS. DFI AND RPA MEMBERS SHALL HAVE THE POWER TO OVERRIDE ANY AMENDMENT TO THE BYLAWS VOTED ON BY THE BOARD OF DIRECTORS BY A TWO-THIRDS MAJORITY. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS REVIEWED BY THE CHIEF FINANCIAL OFFICER AND PRESIDENT & CEO FOR ACCURACY AND COMPLETENESS PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C ALL DIRECTORS OF THE BOARD ARE COVERED UNDER THE ORGANIZATION'S CONFLICT OF INTEREST POLICY. A CONFLICT OF INTEREST EXISTS IF THE DIRECTOR'S ALLEGIANCE MIGHT BE SPLIT BETWEEN A NACHA POSITION OR RESPONSIBLITY AND SOME OTHER PROFESSIONAL POSITION OR RESPONSIBILITY. DIRECTORS ARE REMINDED AT THE BEGINNING OF EVERY MEETING OF THE COI POLICY AND SUBMITTAL OF ANY COI IS MADE AT THE BEGINNING OF A DIRECTOR TERM AND UPDATED IF REQUIRED. NEW DIRECTORS ARE PROVIDED A COPY OF THE CONFLICT OF INTEREST POLICY (COI) DURING BOARD ORIENTATION AND ARE REQUESTED TO COMPLETE A DISCLOSURE FORM OF ACTUAL OR POTENTIAL CONFLICTS. EACH DIRECTOR IS RESPONSIBLE FOR PROVIDING NOTICE TO THE CHAIRPERSON IF A CONFLICT OF INTEREST ARISES. THE CHAIRPERSON OF THE BOARD, IN CONSULTATION WITH THE THE EXECUTIVE COMMITTEE AS NECESSARY, REVIEWS AND DETERMINES IF A CONFLICT OF INTEREST EXISTS. A COMPLETE DISCLOSURE IS MADE TO THE FULL BOARD OF ALL BOARD MEMBERS' COI FILINGS, INCLUDING THE DATE OF THE LAST FILING AND ALL POTENTIAL AND ACTUAL CONFLICTS, BUSINESS AND OTHER. ANY DIRECTOR WITH A CONFLICT OF INTEREST MAY BE ASKED TO RECUSE HIM/HERSELF FROM REPORTS, DISCUSSION, DEBATES, AND DECISION-MAKING REGARDING THE MATTER. A DIRECTOR WITH A CONFLICT OF INTEREST MAY BE ASKED TO RESIGN IF DISCLOSURE AND RECUSAL CANNOT REMEDY THE CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 NACHA PARTICIPATES ANNUALLY/SEMI-ANNUALLY IN COMPENSATION SURVEYS TO REMAIN COMPETITIVE IN THE MARKET. A BENECHMARKING ANALYSIS IS CONDUCTED ANNUALLY TO ENSURE NACHA'S KEY EMPLOYEES AND STAFF ARE COMPENSATED COMPETITIVELY BASED ON A NUMBER OF FACTORS TO INCLUDE: INDUSTRY, SKILL SET AND GEOGRAPHICAL LOCATION. THE MOST RECENT PROCESS WAS PERFORMED IN 2021. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST AS REQUIRED UNDER DISCLOSURE REQUIREMENTS OF 501(C)(6). PART XII, LINE 2C THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.