2025-09-18T07:59:35-05:00 2024-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2024-01-01 842647589 NACD CORPORATE DIRECTORS INSTITUTE NACD 5713673700 1100 WILSON BOULEVARD 2500 ARLINGTON VA 22209 PETER R GLEASON PRESIDENT & CEO 5713673700 2025-09-18 1 0 ELIZABETH W HELLER P00397829 3019519090 2024 2025-03-06 01:10:19Z X PETER R GLEASON 1100 WILSON BOULEVARD 2500 ARLINGTON VA 22209 1852300 0 X WWW.CERTIFICATION.NACDONLINE.ORG/CORPORATE-D X 2019 DC SEE PART III, LINE 1. 5 4 0 8 0 0 0 0 1828585 1790087 62622 62213 0 0 1891207 1852300 0 0 0 0 530474 693231 0 0 0 995921 1216279 1526395 1909510 364812 -57210 1417455 1200081 1822196 1662032 -404741 -461951 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 0 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 9 0 1 0 0 0 0 0 0 0 0 0 X 5 4 0 0 1 0 0 0 0 1 0 0 0 1 1 1 1 1 1 0 0 0 X ALEX OBUCHOWSKI 5713673770 1100 WILSON BLVD STE 2500 ARLINGTON VA 22209 PETER GLEASON CEO & BOARD MEMBER 1.00 54.00 X X 0 1301043 75937 ANNA CATALANO BOARD MEMBER 1.00 0.00 X 0 0 0 NORA DENZEL BOARD MEMBER 1.00 1.00 X 0 0 0 THOMAS STITH BOARD MEMBER (FROM JAN. 2024) 1.00 0.00 X 0 0 0 DONNA ZARCONE BOARD MEMBER (FROM JAN. 2024) 1.00 0.00 X 0 0 0 ALEX OBUCHOWSKI TREASURER 1.00 54.00 X 0 599906 62044 KIMBERLY SIMPSON SECRETARY 1.00 54.00 X 0 658631 57546 0 2559580 195527 0 0 1 0 THE CAVIART GROUP 9556 PINE CLUSTER CIRCLE VIENNA VA 22181 CERTIFICATION EXAM CONTRACTOR 275165 YES & COMPANY 1700 DIAGONAL ROAD SUITE 700 ALEXANDRIA VA 22314 MEDIA ADVERTISING 255386 NCS PEARSON 5601 GREEN VALLEY DRIVE BLOOMINGTON MN 55437 CERTIFICATION DELIVERY 101869 3 CERTIFICATION REVENUE 900099 1790087 1790087 1790087 62213 62213 1852300 1790087 0 62213 X 27552 548802 28888 45625 42364 4065 6352 468274 318505 62766 51970 26586 232140 5701 MAT'L-EXHIBITS & DIS. 25000 DUES & SUBSCRIPTIONS 10398 PROFESSIONAL TRAINING 4160 GIFTS, AWARDS & DON. 362 1909510 1400858 1187536 16597 12545 1417455 1200081 130948 138774 1364635 1005948 326613 517310 1822196 1662032 X -404741 -461951 -404741 -461951 1417455 1200081 -57210 0 X 0 1 X 1 0 0 DUE TO NACD 517310 517310 1852300 0 1852300 0 1852300 1909510 0 1909510 0 1909510 0 1 0 PETER GLEASON CEO & BOARD MEMBER 0 689590 0 390000 0 221453 0 42283 0 33654 0 1376980 0 221453 KIMBERLY SIMPSON SECRETARY 0 351996 0 159000 0 147635 0 42855 0 14691 0 716177 0 147635 ALEX OBUCHOWSKI TREASURER 0 306271 0 146000 0 147635 0 38976 0 23068 0 661950 0 147635 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 2020, NACD IMPLEMENTED A NONQUALIFIED DEFERRED COMPENSATION PLAN UNDER THE PROVISIONS OF SECTION 457(F) OF THE INTERNAL REVENUE CODE. THE PLAN'S PERFORMANCE PERIOD WENT FROM DECEMBER 31, 2020 THROUGH DECEMBER 31, 2023. AS OF DECEMBER 31, 2024, $234,333 WAS ACCRUED. THE 2024 PAYOUTS ARE ARE REPORTED IN PART II, COLUMNS (B)(III) AND (F). FORM 990, PART VI, SECTION A, LINE 4 THE ORGANIZATION AMENDED ITS BYLAWS IN MAY 2024. A SUMMARY OF SIGNIFICANT CHANGES INCLUDE: - EXTEND CONTROLLING ENTITIES' APPROVAL OF LOBBYING - CLARIFY THE CEO'S ROLE AS A VOTING DIRECTOR - UPDATE THE BOARD QUORUM POLICY 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 NACD 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 HUMAN RESOURCES & 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 $275,000 OR GREATER. ANY BONUSES PAID TO THE SENIOR MANAGEMENT TEAM ARE ALSO APPROVED BY THE HUMAN RESOURCES & 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 $275,000 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 2024. 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 IX, LINE 11G PROFESSIONAL SERVICES 131,728. CONSULTANTS 336,546. NATIONAL ASSOCIATION OF CORPORATE DIRECTORS 1100 WILSON BOULEVARD SUITE 2500 ARLINGTON VA 22209 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 51970 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS N 51970 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS O 693231 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS P 990685 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS R 370927 SHARED SVCS. AGREEMENT NATIONAL ASSOCIATION OF CORPORATE DIRECTORS S 248784 SHARED SVCS. AGREEMENT