2021-09-27T14:32:43-05:00 2020-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2020-01-01 842647589 NACD CORPORATE DIRECTORS INSTITUTE NACD 5713673700 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 PETER R GLEASON CEO 5713673700 2021-09-27 1 PETER GLEASON 999009999 RICHARD J LOCASTRO CPA P00288314 3019519090 0 AAL1 IAL1 2020 2022-09-23 18:48:47Z X PETER R GLEASON 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 412636 0 X WWW.CERTIFICATION.NACDONLINE.ORG/CORPORATE-D X 2019 DC SEE PART III, LINE 1. 5 4 0 0 0 0 0 412500 136 0 412636 0 0 203134 0 0 404824 607958 -195322 604765 800087 -195322 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 1 0 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 18 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 0 1 1 0 0 0 X ALEX OBUCHOWSKI 5713673770 1515 N COURTHOUSE ROAD NO 1200 ARLINGTON VA 22201 X W GRAEME ROUSTAN BOARD MEMBER (SEE SCHEDULE O) 2.00 0.00 X 7500 0 0 BRENDA GAINES BOARD MEMBER 2.00 1.00 X 0 0 0 PETER R GLEASON CEO 1.00 54.00 X X 0 1152085 57926 CYNTHIA JAMISON BOARD MEMBER 2.00 0.00 X 0 0 0 DENNIS BERESFORD BOARD MEMBER 2.00 0.00 X 0 0 0 ALEX S OBUCHOWSKI TREASURER 1.00 54.00 X 0 265110 34576 ERIN ESSENMACHER PRESIDENT (UNTIL 5/2020) 1.00 54.00 X 0 976150 18573 STEVEN R WALKER SECRETARY (UNTIL 4/2020) 1.00 54.00 X 0 483188 9396 KIMBERLY A SIMPSON SECRETARY (FROM 4/2020) 1.00 54.00 X 0 288821 29860 7500 3165354 150331 0 0 1 0 0 CERTIFICATION REVENUE 900099 412500 412500 412500 136 136 412636 412500 0 136 X 27270 118682 10738 19950 26494 389 163782 3780 23195 24034 9971 171417 5011 568 PROF. TRAINING/DEV. 2677 607958 464817 2705 0 137243 0 604765 9837 790250 0 800087 X -195322 0 -195322 0 604765 -195322 0 X 0 1 X 1 0 0 DUE FROM NACD 137243 137243 X 412636 0 412636 0 412636 607958 0 607958 0 607958 PART X, LINE 2: FOR THE YEAR ENDED DECEMBER 31, 2020, NACD AND AFFILIATE(S) HAVE DOCUMENTED ITS 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 589753 0 300000 0 262332 0 25650 0 32276 0 1210011 0 262332 ERIN ESSENMACHER PRESIDENT (UNTIL 5/2020) 0 558952 0 190000 0 227198 0 11216 0 7357 0 994723 0 227198 STEVEN R WALKER SECRETARY (UNTIL 4/2020) 0 138052 0 117938 0 227198 0 7972 0 1424 0 492584 0 227198 KIMBERLY A SIMPSON SECRETARY (FROM 4/2020) 0 240821 0 48000 0 0 0 18894 0 10966 0 318681 0 0 ALEX S OBUCHOWSKI TREASURER 0 235110 0 30000 0 0 0 21060 0 13516 0 299686 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 - FORM 990 OF OTHER ORGANIZATIONS - COMPENSATION SURVEY OR STUDY - APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINE 4B DURING 2017, NACD IMPLEMENTED A NONQUALIFIED DEFERRED COMPENSATION PLAN UNDER THE PROVISIONS OF SECTION 457(F) OF THE INTERNAL REVENUE CODE. THE PLAN'S PERFORMANCE PERIOD ENDED DECEMBER 31, 2019. THE BALANCE WAS PAID TO THE EMPLOYEES IN FEBRUARY 2020. AMOUNTS ARE REPORTED IN PART II, COLUMN (B)(III). THE FOLLOWING EMPLOYEES PARTICIPATED: - PETER R. GLEASON $262,332 - ERIN ESSENMACHER $227,198 - STEVEN R. WALKER $227,198 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 12 THIS BOARD IS NEWLY CONSTITUTED. THE NACD CONFLICT OF INTEREST POLICY WILL BE IMPLEMENTED WITH THIS BOARD IN 2021. 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 2020. 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: ONE MEMBER OF THE CDI GOVERNING BODY RECEIVED FEES FOR CONTRACTED SERVICES THEY PROVIDED IN THEIR CAPACITY AS A FACULTY MEMBER AT THE ORGANIZATION'S WORK PROGRAM DESCRIBED IN PART III. FORM 990, PART IX, LINE 11G CONSULTANTS 146,090. PROFESSIONAL SERVICES 17,692. 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 1 0 0 0 0 0 1 0 0 1 1 1 0 1 1 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS E 500000 LOAN AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS K 24034 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS N 24034 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS O 203134 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS P 227168 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS R 27007 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS S 164250 SHARED SVCS. AGREEMENT