2021-09-29T11:30:04-05:00 2020-12-31 561434747 GREERWALKER LLP 227 WEST TRADE ST SUITE 1100 CHARLOTTE NC 28202 990 2020-01-01 203311003 SERC RELIABILITY CORPORATION SERC 7043577372 3701 ARCO CORPORATE DRIVE NO 300 CHARLOTTE NC 28273 JASON BLAKE PRESIDENT & CEO 7043577372 2021-09-27 1 JASON BLAKE XXX-XX-XXXX PAULA P TILLEY P00051456 7043770239 2021-09-27 2 AAL1 IAL1 2020 2022-09-23 18:48:47Z JASON BLAKE 3701 ARCO CORPORATE DRIVE NO 300 CHARLOTTE NC 28273 35789326 0 X WWW.SERC1.ORG X 2005 NC THE MISSION OF THE SERC RELIABILITY CORPORATION (SERC) IS TO ASSURE EFFECTIVE AND EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY AND SECURITY OF THE BULK POWER SYSTEM. SERC PROVIDES STATUTORY FUNCTIONS CALLED FOR IN SECTION 215 OF THE FEDERAL POWER ACT, IN ACCORDANCE WITH ITS DELEGATION AGREEMENT BETWEEN SERC AND THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC). SERC PROVIDES THE FOLLOWING FUNCTIONS: ANALYZE EVENTS TO IDENTIFY LESSONS LEARNED THAT WILL IMPROVE RELIABILITY; PROMOTE BPS RELIABILITY, ADEQUACY AND SECURITY; HELP DEVELOP RELIABILITY STANDARDS FOR THE NORTH AMERICAN BULK POWER SYSTEM (BPS) AND THE SERC REGION; MONITOR AND ENFORCE APPROVED MANDATORY RELIABILITY STANDARDS; REGISTER AND CERTIFY RESPONSIBLE ENTITIES UNDER THE RELIABILITY COMPLIANCE PROGRAM; ASSESS THE BPS PAST, PRESENT, AND FUTURE RISK PROFILE IN ORDER TO ASSURE RELIABILITY, ADEQUACY, AND SECURITY; AND TRAIN OPERATING PERSONNEL TO ASSURE COMPETENCE. 67 67 103 1333 0 0 0 0 26138621 23267738 -40600 101665 0 0 26098021 23369403 0 0 0 0 16134904 19197054 0 0 0 5089170 4138869 21224074 23335923 4873947 33480 14467278 14770754 4875566 5147133 9591712 9623621 X THE MISSION OF THE SERC RELIABILITY CORPORATION (SERC) IS TO ASSURE EFFECTIVE AND EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY AND SECURITY OF THE BULK POWER SYSTEM. SERC PROVIDES STATUTORY FUNCTIONS CALLED FOR IN SECTION 215 OF THE FEDERAL POWER ACT, IN ACCORDANCE WITH ITS DELEGATION AGREEMENT BETWEEN SERC AND THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC). SERC PROVIDES THE FOLLOWING FUNCTIONS: ANALYZE EVENTS TO IDENTIFY LESSONS LEARNED THAT WILL IMPROVE RELIABILITY; PROMOTE BPS RELIABILITY, ADEQUACY AND SECURITY; HELP DEVELOP RELIABILITY STANDARDS FOR THE NORTH AMERICAN BULK POWER SYSTEM (BPS) AND THE SERC REGION; MONITOR AND ENFORCE APPROVED MANDATORY RELIABILITY STANDARDS; REGISTER AND CERTIFY RESPONSIBLE ENTITIES UNDER THE RELIABILITY COMPLIANCE PROGRAM; ASSESS THE BPS PAST, PRESENT, AND FUTURE RISK PROFILE IN ORDER TO ASSURE RELIABILITY, ADEQUACY, AND SECURITY; AND TRAIN OPERATING PERSONNEL TO ASSURE COMPETENCE. 0 0 THE COMPLIANCE MONITORING AND ENFORCEMENT PROGRAM (CMEP) IS THE LARGEST PROGRAM AREA AT SERC, AND IS IMPLEMENTED PURSUANT TO SERC'S DELEGATION AGREEMENT AND THE NERC UNIFORM CMEP DEVELOPED UNDER SECTION 215(C) OF THE FEDERAL POWER ACT AND APPROVED BY THE FEDERAL ENERGY REGULATORY COMMISSION. THE SERC CMEP IS IMPLEMENTED BY PERSONNEL THAT ARE INDEPENDENT OF STAKEHOLDERS AND REGISTERED ENTITIES. THE SERC CMEP IS FURTHER DIVIDED INTO FIVE AREAS: COMPLIANCE MONITORING; COMPLIANCE PROGRAMS AND SERVICES; ENTITY ASSESSMENT AND MITIGATION; ORGANIZATION REGISTRATION AND CERTIFICATION; AND ENFORCEMENT.1.) THE COMPLIANCE MONITORING AREA IS RESPONSIBLE FOR CONDUCTING COMPLIANCE AUDITS, SPOT CHECKS, AND COMPLIANCE INVESTIGATIONS; FOR SERVING AS SUBJECT MATTER EXPERTS FOR ALL STANDARDS; AND FOR IMPLEMENTING THE PROCESS FOR TECHNICAL FEASIBILITY EXCEPTIONS (TFE) TO THE NERC CRITICAL INFRASTRUCTURE PROTECTION (CIP) RELIABILITY STANDARDS.2.) THE COMPLIANCE PROGRAMS AND SERVICES AREA IS RESPONSIBLE FOR IMPLEMENTING AND DEPLOYING CMEP-RELATED ANALYTICS AND COMPLIANCE ASSESSMENTS.3.) THE ENTITY ASSESSMENT AND MITIGATION AREA IS RESPONSIBLE FOR IMPLEMENTING AND DEPLOYING ENTITY INHERENT RISK ASSESSMENTS (IRA) AND INTERNAL CONTROLS EVALUATIONS (ICE); FOR SERVING AS THE SINGLE POINT OF CONTACT FOR ALL NON-COMPLIANCE ISSUES DISCOVERED AND/OR SELF-REPORTED TO THE REGION; FOR DETERMINING THE COMPLETE SCOPE OF VIOLATIONS; FOR DETERMINING THE ACTUAL AND POTENTIAL RISK POSED BY VIOLATIONS TO BPS RELIABILITY; AND FOR REVIEWING REGISTERED ENTITY MITIGATING ACTIVITIES TO ENSURE THAT ENTITIES CORRECT ISSUES AND PREVENT RECURRENCE THROUGH APPROPRIATE MITIGATION.4.) THE ORGANIZATION REGISTRATION AND CERTIFICATION AREA IS RESPONSIBLE FOR REGISTERING OWNERS, OPERATORS, AND USERS OF THE BPS REQUIRED TO COMPLY WITH NERC RELIABILITY STANDARDS; AND FOR CERTIFYING APPLICABLE ENTITIES WHO PERFORM RELIABILITY-RELATED FUNCTIONS.5.) THE ENFORCEMENT AREA EVALUATES ALL POSSIBLE VIOLATIONS OF RELIABILITY STANDARDS BY SERC REGISTERED ENTITIES AND CONDUCTS A THOROUGH ASSESSMENT TO DETERMINE IF A VIOLATION ACTUALLY OCCURRED. THE ENFORCEMENT STAFF NOTIFIES THE REGISTERED ENTITY OF ITS FINDINGS REGARDING THE VIOLATION AND ANY APPLICABLE PENALTIES OR SANCTIONS. THE ENFORCEMENT STAFF MAY ALSO ENGAGE IN SETTLEMENT NEGOTIATIONS WITH THE REGISTERED ENTITY. THE PROPOSED ENFORCEMENT ACTION, ALONG WITH ANY PROPOSED PENALTY OR SANCTIONS, IS SUBMITTED TO NERC FOR ITS REVIEW AND APPROVAL, AND SUBSEQUENT SUBMITTAL TO FERC. IF A REGISTERED ENTITY CHALLENGES THE FINDINGS OF THE VIOLATION AND/OR PENALTY, THE ENFORCEMENT STAFF PROSECUTES THE CASE BEFORE A HEARING BODY MADE UP OF REPRESENTATIVES FROM THE NERC BOARD OF TRUSTEES AND SERC BOARD OF DIRECTORS. THE SECOND LARGEST PROGRAM AT SERC IS THE RELIABILITY ASSESSMENTS AND PERFORMANCE ANALYSIS (RAPA) PROGRAM. SERC'S RAPA PROGRAM PROVIDES ANALYSIS, DATA GATHERING, AND ANALYSIS OF EVENTS ON THE BPS. THE RAPA FUNCTION IDENTIFIES RELIABILITY RISKS TO THE BPS IN THE SERC FOOTPRINT FOR THE PURPOSE OF INTEGRATED RISK ANALYSIS. RAPA'S MISSION IS TO PROMOTE A CULTURE OF RELIABILITY EXCELLENCE AMONG THE OWNERS OF BPS ASSETS. THE PROGRAM ACCOMPLISHES THIS MISSION BY IDENTIFYING RISKS TO RELIABILITY, ANALYZING PERFORMANCE AND PRIORITIZING SIGNIFICANT RISKS.SERC CONDUCTS AN INDEPENDENT RELIABILITY ASSESSMENT OF THE BPS WITHIN THE SERC REGION, INCLUDING DATA GATHERING AND ANALYSIS. THE ASSESSMENT PROGRAM USES INFORMATION FROM ITS INTERNAL DATA COLLECTION SOURCES ALONG WITH OTHER PROGRAMS, SUCH AS NERC TRANSMISSION AVAILABILITY DATA SYSTEM (TADS), GENERATING AVAILABILITY DATA SYSTEMS (GADS), AND DEMAND RESPONSE AVAILABILITY DATA SYSTEM (DADS). SERC EVALUATES THE OVERALL RELIABILITY, PERFORMANCE, AND ADEQUACY OF THE SERC REGION AND REPORTS ITS RESULTS TO NERC. SERC'S WORK SUPPORTS NERC'S OBLIGATION TO PERFORM SIMILAR ANALYSIS OF THE INTERCONNECTED NORTH AMERICAN BPS. THE THIRD LARGEST PROGRAM IS TRAINING, EDUCATION, AND OPERATOR CERTIFICATION. THE SERC TRAINING, EDUCATION, AND OPERATOR CERTIFICATION PROGRAM PROVIDES EDUCATION AND TRAINING NECESSARY TO OBTAIN ESSENTIAL KNOWLEDGE ON THE OPERATIONS OF THE BPS. SERC TRAINING AND EDUCATION PROGRAMS SUPPORT THE CONTINUING EDUCATION CERTIFIED SYSTEM OPERATORS IN THE SERC REGION. THE PROGRAM'S TARGET AUDIENCE IS BPS OPERATING PERSONNEL, SYSTEM OPERATORS, OPERATIONS SUPPORT PERSONNEL, AND TRAINING PERSONNEL. SERC SUPPORTS THE DEVELOPMENT OF SERC'S STAFF TRAINING AND EDUCATION IN POWER SYSTEM OPERATING TOPICS.SERC ALSO PROVIDES EDUCATION TO REGISTERED ENTITIES THROUGH ROBUST OUTREACH ENGAGEMENTS, FOCUSING PRIMARILY ON COMPLIANCE ACTIVITIES, INTERNAL CONTROLS, AND EMERGING RELIABILITY ISSUES. 0 0 0 0 0 0 0 0 0 1 0 0 0 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 10 0 1 103 1 0 0 0 0 0 0 0 0 X 67 67 0 0 1 0 1 1 0 1 1 0 0 0 1 1 1 1 1 1 1 0 NC X GEORGE KROGSTIE 7043577372 3701 ARCO CORPORATE DRIVE STE 300 CHARLOTTE NC 28273 GREG FORD - GEORGIA SYSTEM OPERATIO CHAIR 3.00 X X 0 0 0 TODD HILLMAN - MIDCONTINENT INDEPEN VICE-CHAIR 3.00 X X 0 0 0 PANDELIS XANTHAKOS' - DOMINION ENER SECRETARY-TREASURER 3.00 X X 0 0 0 JEFF WALKER - ACES DIRECTOR 0.50 X 0 0 0 MARK ENNIS - ALABAMA MUNICIPAL ELEC DIRECTOR 0.50 X 0 0 0 SHAWN SCHUKAR - AMEREN SERVICES COM DIRECTOR 2.00 X 0 0 0 BUDDY HASTEN - ARKANSAS ELECTRIC CO DIRECTOR 0.50 X 0 0 0 ROGER CLARK - ASSOCIATED ELECTRIC C DIRECTOR 2.00 X 0 0 0 BRAD HIERS - CITY OF BARTOW DIRECTOR 0.50 X 0 0 0 ALLEN PUTNAM - BEACHES ENERGY SERVI DIRECTOR 0.50 X 0 0 0 MIKE CHAMBLISS - BIG RIVERS ELECTRI DIRECTOR 0.50 X 0 0 0 STEVE ECKERT - BROOKFIELD SMOKY MOU DIRECTOR 0.50 X 0 0 0 BRETT KRUSE - CALPINE ENERGY SERICE DIRECTOR 0.50 X 0 0 0 BRAD CHASE - CITY OF LEESBURG DIRECTOR 0.50 X 0 0 0 TERRY WHITMORE - CLECO CORPORATE HO DIRECTOR 0.50 X 0 0 0 NATHAN L BROWN - COOPERATIVE ENERGY DIRECTOR 2.00 X 0 0 0 NEAL SIMMONS - CUBE HYDRO CAROLINAS DIRECTOR 0.50 X 0 0 0 NELSON PEELER - DUKE ENERGY CAROLIN DIRECTOR 2.00 X 0 0 0 DENVER YORK - EAST KENTUCKY POWER C DIRECTOR 0.50 X 0 0 0 ROY JONES - ELECTRICITIES OF NORTH DIRECTOR 0.50 X 0 0 0 JIM SCHOTT - ENTERGY DIRECTOR 0.50 X 0 0 0 DAVID TREGO - FAYETTEVILLE PUBLIC W DIRECTOR 0.50 X 0 0 0 TOM ANTHONY - FLORIDA KEYS ELECTRIC DIRECTOR 0.50 X 0 0 0 CAROL CHINN - FLORIDA MNICIPAL POWE DIRECTOR 0.50 X 0 0 0 MANNY MIRANDA - FLORIDA POWER LIGHT DIRECTOR 2.00 X 0 0 0 KEVIN WEBBER - FLORIDA PUBLIC UTILI DIRECTOR 0.50 X 0 0 0 PAUL JAKUBCZAK - FORT PIERCE UTILIT DIRECTOR 0.50 X 0 0 0 THOMAS BROWN - GAINESVILLE REGIONAL DIRECTOR 0.50 X 0 0 0 JERRY DONOVAN - GEORGIA TRANSMISSIO DIRECTOR 0.50 X 0 0 0 C J INGERSOLL - GRIDFORCE ENERGY MA DIRECTOR 0.50 X 0 0 0 TRENT CARLSON - GRIDLIANCE HOLDCO L DIRECTOR 0.50 X 0 0 0 BARBARA QUINONES - CITY OF HOMESTEA DIRECTOR 0.50 X 0 0 0 KEVIN GADEN - ILLINOIS MUNICIPAL EL DIRECTOR 0.50 X 0 0 0 CAREN ANDERS - JEA DIRECTOR 0.50 X 0 0 0 RICKY ERIXTON - JEA DIRECTOR 0.50 X 0 0 0 NICK BATTY - CITY OF KEY WEST KEYS DIRECTOR 0.50 X 0 0 0 BRIAN HORTON - KISSIMMEE UTILITY AU DIRECTOR 0.50 X 0 0 0 MIKE BECKHAM - LAKELAND ELECTRIC DIRECTOR 0.50 X 0 0 0 ERIC SCOTT - LEE COUNTY ELECTRIC DIRECTOR 0.50 X 0 0 0 BETH MCFARLAND - LGE AND KU SERVICE DIRECTOR 0.50 X 0 0 0 DAN JEWELL - LOUISIANA GENERATING L DIRECTOR 0.50 X 0 0 0 ALONZO WEAVER - MEMPHIS LIGHT GAS A DIRECTOR 0.50 X 0 0 0 DOUG LEGO - MUNICIPAL ELECTRIC AUTH DIRECTOR 2.00 X 0 0 0 KENT COCHRAN - NASHVILLE ELECTRIC S DIRECTOR 0.50 X 0 0 0 JOSEPH BUNCH - UTILITIES COMMISSION DIRECTOR 0.50 X 0 0 0 JOHN COOK - NORTH CAROLINA ELECTRIC DIRECTOR 0.50 X 0 0 0 DAVID SIMS - NORTHERN STAR GENERATI DIRECTOR 0.50 X 0 0 0 VENONA GREAFF - OCCIDENTAL CHEMICAL DIRECTOR 2.00 X 0 0 0 MICHAEL SMITH - OGLETHORPE POWER CO DIRECTOR 0.50 X 0 0 0 MARK RINGHAUSEN - OLD DOMINION ELEC DIRECTOR 2.00 X 0 0 0 TIM LYONS - OWENSBORO KY MUNICIPAL DIRECTOR 2.00 X 0 0 0 LAWRENCE HOPKINS JR - PIEDMONT ELEC DIRECTOR 0.50 X 0 0 0 JAY FARRINGTON - POWERSOUTH ENERGY DIRECTOR 0.50 X 0 0 0 DICK CHAPMAN - PRAIRIE POWER INC DIRECTOR 0.50 X 0 0 0 RAY CROOKS - REEDY CREEK IMPROVEMEN DIRECTOR 0.50 X 0 0 0 LISA JOHNSON - SEMINOLE ELECTRIC CO DIRECTOR 2.00 X 0 0 0 ARNOLD SINGLETON - SOUTH CAROLINA P DIRECTOR 2.00 X 0 0 0 HERB NADLER - SOUTHEASTERN POWER AD DIRECTOR 0.50 X 0 0 0 ADRIANNE COLLINS - SOUTHERN COMPANY DIRECTOR 0.50 X 0 0 0 WILLIAM HUTCHISON - SOUTHERN ILLINO DIRECTOR 0.50 X 0 0 0 ROBERT MCGARRAH - CITY OF TALLAHASS DIRECTOR 2.00 X 0 0 0 NANCY TOWER - TAMPA ELECTRIC COMPAN DIRECTOR 0.50 X 0 0 0 BRAD COX - TENASKA POWER SERVICE CO DIRECTOR 2.00 X 0 0 0 JAMES R DALRYMPLE - TENNESSEE VALLE DIRECTOR 2.00 X 0 0 0 DAN ROETHEMEYER - VISTRA ENERGY COR DIRECTOR 0.50 X 0 0 0 JASON MARSHALL - WABASH VALLEY POWE DIRECTOR 0.50 X 0 0 0 MARK BROWN - CITY OF WINTER PARK DIRECTOR 0.50 X 0 0 0 JASON BLAKE PRESIDENT/CEO 40.00 X 609788 0 79010 TIMOTHY PONSETI VICE PRESIDENT - OPERATIONS 40.00 X 389173 0 73997 HOLLY HAWKINS VICE PRESIDENT - GENERAL COUNSEL & CORPORATE SECRE 40.00 X 327934 0 48299 BRIAN THUMM VICE PRESIDENT - PERFORMANCE IMPROVEMENT & RISK MA 40.00 X 282072 0 55122 GEORGE KROGSTIE CFO & CORPORATE TREASURER 40.00 X 255498 0 55320 MELINDA MONTGOMERY SR DIRECTOR - ADVANCED ANALYTICS & TECHNICAL SERVI 40.00 X 279133 0 46093 JOHN ODOM PRINCIPAL CONSULTANT 40.00 X 242283 0 50561 ANDREW WILLIAMSON DIRECTOR - RELIABILITY ASSURANCE 40.00 X 218990 0 51970 TODD CURL SENIOR MANAGER - COMPLIANCE MONITORING 40.00 X 214494 0 46325 JIMMY CLINE MANAGING COUNSEL 40.00 X 213283 0 32730 3032648 0 539427 72 0 1 0 WALSER TECHNOLOGY SOLUTIONS 108 S MAIN STREET SUITE 200 SALISBURY NC 28144 IT CONTRACTORS 446233 LCSR CONSULTING 5 DONNA LANE FLANDERS NJ 07836 CONSULTING - EXECUTIVE COACHING 162334 ENERGY CLOUD SERVICES 108 S MAIN STREET SUITE 200 SALISBURY NV 28144 IT CONTRACTORS 147355 3 MEMBER ASSESSMENT 900099 22459123 22459123 PENALTY SANCTIONS 900099 800000 800000 WORKSHOP REVENUE 900099 7475 7475 CONTRACTS 900099 1140 1140 23267738 103153 103153 12418435 12418676 1247 -241 -1247 -1488 -1488 23369403 23266250 0 103153 2176214 12697529 1851030 1513021 959260 24910 34025 20765 1713427 374030 397528 821813 111242 37105 552302 51722 23335923 1515538 758924 3138562 4040137 35000 247867 317479 4001713 2189267 596443 1812446 7063776 7142778 1905092 663990 14467278 14770754 4019249 4150211 27830 96010 828487 900912 4875566 5147133 X 9591712 9623621 9591712 9623621 14467278 14770754 33480 -1571 0 X 0 1 X 1 0 1292158 345325 946833 525773 305242 220531 2183782 1538700 645082 1812446 DEFERRED RENT 371700 DEFERRED COMPENSATION 529212 900912 X 23348314 -1571 -1571 23349885 20765 -1247 19518 23369403 23316405 1247 1247 23315158 20765 20765 23335923 PART X, LINE 2: THE CORPORATION RECORDS LIABILITIES FOR INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN WHEN THOSE POSITIONS ARE DEEMED UNCERTAIN TO BE UPHELD IN AN EXAMINATION BY TAXING AUTHORITIES. NO LIABILITIES FOR UNCERTAIN INCOME TAX POSITIONS WERE RECORDED AS OF DECEMBER 31, 2020 AND 2019. PART XI, LINE 4B - OTHER ADJUSTMENTS: LOSS ON DISPOSAL OF ASSETS PART VI, LINE 1E: SOFTWARE MAKES UP THE AMOUNT IN THE "OTHER" FIXED ASSET CLASS. X 1 1 X X X X X 0 1 0 JASON BLAKE PRESIDENT/CEO 406426 0 202000 0 1362 0 57483 0 21527 0 688798 0 0 0 TIMOTHY PONSETI VICE PRESIDENT - OPERATIONS 279937 0 106454 0 2782 0 54293 0 19704 0 463170 0 0 0 HOLLY HAWKINS VICE PRESIDENT - GENERAL COUNSEL & C 261737 0 65627 0 570 0 45696 0 2603 0 376233 0 0 0 BRIAN THUMM VICE PRESIDENT - PERFORMANCE IMPROVE 220911 0 60409 0 752 0 40602 0 14520 0 337194 0 0 0 MELINDA MONTGOMERY SR DIRECTOR - ADVANCED ANALYTICS & T 219405 0 58856 0 872 0 36481 0 9612 0 325226 0 0 0 GEORGE KROGSTIE CFO & CORPORATE TREASURER 202818 0 51561 0 1119 0 36008 0 19312 0 310818 0 0 0 JOHN ODOM PRINCIPAL CONSULTANT 209037 0 27492 0 5754 0 34057 0 16504 0 292844 0 0 0 ANDREW WILLIAMSON DIRECTOR - RELIABILITY ASSURANCE 194414 0 22580 0 1996 0 32024 0 19946 0 270960 0 0 0 TODD CURL SENIOR MANAGER - COMPLIANCE MONITORI 174426 0 38634 0 1434 0 26491 0 19834 0 260819 0 0 0 JIMMY CLINE MANAGING COUNSEL 174271 0 38069 0 943 0 30161 0 2569 0 246013 0 0 0 PART I, LINE 4B SCHEDULE J, PART I, LINE 4B: 457B PLAN: JASON BLAKE- $19,982.66 457B PLAN: TIMOTHY PONSETI- $16,792.78 457B PLAN: HOLLY HAWKINS- $8,195.52 457B PLAN: BRIAN THUMM- $3,101.68 FORM 990, PART VI, SECTION A, LINE 4 ON JULY 1, 2020, SERC GOVERNANCE CHANGES, REFLECTED IN REVISED BYLAWS AND OTHER SUPPORTING GOVERNANCE DOCUMENTS, WERE APPROVED BY THE FEDERAL ENERGY REGULATORY COMMISSION. THESE CHANGES BECAME EFFECTIVE ON JANUARY 1, 2021, AND ACCOMPLISHED THE FOLLOWING: 1) TRANSITIONED THE MEMBER-BASED BOARD INTO A MEMBERS GROUP; AND 2) TRANSFORMED THE CURRENT BOARD EXECUTIVE COMMITTEE INTO A SMALLER, HYBRID BOARD WITH THE ADDITION OF THREE INDEPENDENT DIRECTORS. ALSO APPROVED WITH THE SAME SET OF GOVERNANCE CHANGES, AND WHICH BECAME EFFECTIVE JANUARY 1, 2021, WAS THE ESTABLISHMENT OF THE FOLLOWING COMMITTEES, WHICH REPORT DIRECTLY TO THE BOARD: RISK COMMITTEE: THIS IS A NEW BOARD COMMITTEE THAT IS RESPONSIBLE FOR OVERSEEING THE CORPORATION'S RISK MANAGEMENT FRAMEWORK; PROVIDING OVERSIGHT OVER MANAGEMENT AND THE TECHNICAL COMMITTEES' ASSESSMENTS OF EXTERNAL RISKS TO THE SERC REGION; AND PERIODICALLY REPORTING THESE RISK OVERSIGHT FINDINGS TO THE BOARD. HUMAN RESOURCES AND COMPENSATION COMMITTEE (HRCC): ADVISES THE PRESIDENT, BOARD OFFICERS, AND THE BOARD ABOUT ORGANIZATION AND STAFFING NEEDS, EMPLOYEE COMPENSATION, AND OTHER MATTERS RELATED TO HUMAN RESOURCES. THIS COMMITTEE IS A CARRY-OVER FROM THE PRIOR GOVERNANCE STRUCTURE AND INCLUDES MINOR CHANGES IN OVERSIGHT RESPONSIBILITIES. FINANCE AND AUDIT COMMITTEE (FAC): ADVISES THE PRESIDENT, BOARD OFFICERS, AND THE BOARD ABOUT THE ORGANIZATION'S FINANCES AND INTERNAL CONTROLS. THIS COMMITTEE IS A CARRY-OVER FROM THE PRIOR GOVERNANCE STRUCTURE AND INCLUDES MINOR CHANGES IN OVERSIGHT RESPONSIBILITIES. NOMINATING AND GOVERNANCE COMMITTEE: IDENTIFIES, VETS, AND RECOMMENDS CANDIDATES FOR BOARD OFFICER AND COMMITTEE POSITIONS FOR APPROVAL BY THE BOARD, AS NEEDED. ALSO PROVIDES OVERSIGHT OVER THE CORPORATION'S GOVERNANCE MATTERS, SUCH AS BYLAW CHANGES OR CHANGES TO SERC'S REGIONAL DELEGATION AGREEMENT WITH THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION. THIS COMMITTEE WAS EXPANDED FROM THE PRIOR GOVERNANCE STRUCTURE TO INCLUDE OVERSIGHT OVER GOVERNANCE MATTERS. THE PRIOR BOARD COMPLIANCE COMMITTEE (BCC), WHICH OVERSAW THE PROGRAM THAT MONITORS AND ENFORCES COMPLIANCE OF REGISTERED ENTITIES IN THE REGION TO FERC-APPROVED RELIABILITY STANDARDS, DISSOLVED AT THE END OF 2020, WITH OVERSIGHT RESPONSIBILITIES MOVING TO THE NEWLY-ESTABLISHED RISK COMMITTEE. FORM 990, PART VI, SECTION A, LINE 6 SERC RELIABILITY CORPORATION IS AN ORGANIZATION WITH MEMBERS WHO DESIGNATE THE REPRESENTATIVE TO THE GOVERNING BODY, WHICH ITSELF OR THROUGH THE EXECUTIVE COMMITTEE MAKES SIGNIFICANT DECISIONS FOR THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A EACH BOARD MEMBER HAS A WEIGHTED VOTE IN ELECTING MEMBERS OF THE GOVERNING BODY. FORM 990, PART VI, SECTION B, LINE 11B THE FINANCE AND AUDIT COMMITTEE REVIEWS AND AUTHORIZES THE FILING OF THE 990. A COMPLETE COPY OF THE 990 IS PROVIDED TO THE BOARD OFFICERS BEFORE IT IS FILED, AND A REDACTED COPY IS PROVIDED TO THE REMAINING BOARD MEMBERS. FORM 990, PART VI, SECTION B, LINE 12C SERC HAS A WRITTEN CONFLICT OF INTEREST POLICY, IN WHICH ALL EMPLOYEES AND BOARD MEMBERS ARE REQUIRED TO REVIEW AND COMPLETE A WRITTEN QUESTIONNAIRE ON CONFLICTS ON AN ANNUAL BASIS. ALL SERC STAFF CONFLICTS ARE CONSOLIDATED ON A "SERC STAFF RECUSAL REQUIREMENTS" DOCUMENT. EACH SERC REPRESENTATIVE MUST RECUSE HIMSELF OR HERSELF FROM PARTICIPATION IN ANY PARTICULAR MATTER INVOLVING THE SUBJECT OF A CONFLICT. FORM 990, PART VI, SECTION B, LINE 15 THE OFFICERS OF THE INDEPENDENT BOARD MEET IN EXECUTIVE SESSION TO REVIEW AND APPROVE THE SALARY AND INCENTIVE PAY FOR THE OFFICERS OF THE ORGANIZATION. THE BOARD OFFICERS RELY UPON INDUSTRY DATA AND COMPENSATION STUDIES PERFORMED TO DETERMINE THE REASONABLENESS OF THE EXECUTIVES' COMPENSATION PACKAGES. COMPENSATION STUDIES ARE PERFORMED AT A MINIMUM EVERY THIRD YEAR AND INCLUDE SOURCES SUCH AS TOWERS WATSON AND OTHER SOURCES AND REGIONAL REPORTS RECEIVED FOR THE ORGANIZATION'S PARTICIPATION IN REGIONAL COMPENSATION SURVEYS. THE DELIBERATION AND DECISION IS CONTEMPORANEOUSLY SUBSTANTIATED IN MEETING MINUTES. THE BOARD-APPOINTED HUMAN RESOURCE AND COMPENSATION COMMITTEE REVIEWS AND ENDORSES THE PRESIDENT'S RECOMMENDATIONS REGARDING THE COMPENSATION OF KEY EMPLOYEES AND OTHER HIGHEST PAID EMPLOYEES. THE COMMITTEE RELIES UPON INDUSTRY DATA AND COMPENSATION STUDIES PERFORMED TO DETERMINE REASONABLENESS OF THE COMPENSATION OF HIGHEST PAID EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 ALL GOVERNING DOCUMENTS AND AUDITED FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST.