2020-11-06T09:10:37-06:00 2019-12-31 410746749 CLIFTONLARSONALLEN LLP 901 N GLEBE ROAD SUITE 200 ARLINGTON VA 22203 990 2019-01-01 237451693 NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION NATI 7035613933 2550 WASSER TERRACE NO 400 HERNDON VA 20171 JANE E LARIMER PRESIDENT & CHIEF EXECUTIVE OFFICER 7035613933 2020-11-03 1 YUNG-HEE GALLINARO P00035293 5712279500 2020-11-03 108.48.156.67 2020-11-03 08:32:24 ES P CB6B290C6942481B0FCA2AD70F62C9B967E77707 87826B80F82B7742AC94E6ED7EC5993094E974B0 2019 2021-04-22 16:20:28Z NACHA JANE E LARIMER 2550 WASSER TERRACE NO 400 HERNDON VA 20171 27642786 0 X WWW.NACHA.ORG X 1974 DE REPRESENTING OVER 9,000 FINANCIAL INSTITUTIONS ON ELECTRONIC PAYMENT SOLUTIONS. 18 18 74 100 771597 0 0 0 20145655 21332445 62880 96570 1738137 2187628 21946672 23616643 0 0 0 0 11724694 12634141 0 0 0 9094736 9411930 20819430 22046071 1127242 1570572 19890052 22073513 9618269 10611223 10271783 11462290 X NATIONAL AUTOMATED CLEARING HOUSE ASSOCIATION (NACHA)'S MISSION IS TO PROMOTE THE DEVELOPMENT OF ELECTRONIC SOLUTIONS THAT IMPROVE THE PAYMENT SYSTEM FOR THE BENEFIT OF ITS MEMBERS AND THEIR CUSTOMERS. 0 0 ACH NETWORK ADMINISTRATOR: PRIVATE SECTOR RULEMAKING BODY FOR THE ACH NETWORK WHICH ENABLES THE SETTLEMENT OF ELECTRONIC PAYMENTS AMONGST MORE THAN 10,000 PARTICIPATING FINANCIAL INSTITUTIONS RISK MANAGEMENT, RULES ENFORCEMENT, NETWORK ADVOCACY AND DEVELOPMENT OF ELECTRONIC SOLUTIONS IS ALSO INCLUDED WITHIN THE PROGRAM SERVICES AS ADMINISTRATOR FOR THE ACH NETWORK. NACHA ANNUAL PAYMENTS CONFERENCE: NATIONAL EDUCATION PROGRAM WITH OVER 2,000 PARTICIPANTS, WHICH PROVIDE INFORMATION ABOUT THE LATEST OPERATIONS/MARKETING INNOVATIONS IN THE ACH NETWORK AND ELECTRONIC PAYMENTS. PUBLICATIONS:SALE OF THE NACHA OPERATING RULES AND GUIDELINES AND OVER 100 OTHER PUBLICATIONS ON ELECTRONIC PAYMENTS. COUNCIL PROGRAMS:THROUGH THE PAYMENTS INNOVATION ALLIANCE OVER 170 INDUSTRY STAKEHOLDERS GATHER TO SHAPE THE FUTURE OF PAYMENTS IN THE U.S. AND GLOBALLY ACCREDITED ACH PROFESSIONAL PROGRAM:NATIONAL ACCREDITATION PROGRAM THAT INCLUDES OVER 100 APRP CREDENTIAL HOLDERS IN ITS INAUGURAL YEAR. ACCREDITED PAYMENTS RISK PROFESSIONAL PROGRAM:NATIONAL ACCREDITATION PROGRAM THAT INCLUDES OVER 4,800 AAP CREDENTIAL HOLDERS. EDUCATION AND TRAINING PROGRAMS:NATIONAL TRAINING PROGRAMS INCLUDE THE PAYMENTS INSTITUTE AND WEBINARS ON THE LATEST TOPICS IN THE ACH NETWORK AND ELECTRONIC PAYMENTS. INDUSTRY/ASSOCIATION RELATIONS:ACTIVE ENGAGEMENT AT MORE THAN 80 DIVERSE INDUSTRY EVENTS IN 2019 AS ATTENDEES AND THROUGH SPEAKING OPPORTUNITIES, SPONSORSHIP AND EXHIBITING TO EDUCATE AND ADVOCATE FOR THE ACH NETWORK PRIORITIES. AFINIS: AFINIS INTEROPERABILITY STANDARDS WORKS TO ADVANCE API STANDARDIZATION AND OTHER FINANCIAL SERVICES STANDARDS THAT ENHANCE THE EFFICIENCY AND SECURITY OF TODAY'S MODERN FINANCIAL INDUSTRY. ACHIEVING OBJECTIVES SUCH AS IMPROVED TRANSACTION SAFETY AND TRANSPARENCY, INCREASED COMMUNICATIONS SPEED AND EFFICIENCY, AND BROADENING SUPPORT OF PAYMENTS INNOVATIONS CALLS FOR CONSENSUS-LED GOVERNANCE, INTELLIGENT INNOVATION AND INTERNATIONAL COLLABORATION. AFINIS PROVIDES A COMMUNITY FOR THOUGHT LEADERSHIP ON THE SHARED GOALS OF EXPANDING EFFICIENCY, SURETY, SAFETY AND INTEROPERABILITY WITHIN THE FINANCIAL SERVICES INDUSTRY. 0 0 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 25 0 74 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 0 0 X PAMELA B MOORE SVP CHIEF FINANC 7035611100 2550 WASSER TERRACE SUITE 400 HERNDON VA 20171 JANET O ESTEP PRESIDENT & CEO, EMERITUS 40.00 X 903409 0 28579 JANE E LARIMER PRESIDENT & CEO 40.00 X 519642 0 23312 PAMELA B MOORE SVP & CFO 40.00 X 327701 0 20562 MICHAEL HERD SVP NETWORK SERVICES 40.00 X 312355 0 31355 SCOTT M LANG CHIEF OF STAFF 40.00 X 340688 0 21334 GEORGE THROCKMORTON MANAGING DIRECTOR 40.00 X 250162 0 22586 WILLIAM D SULLIVAN SR. DIRECTOR & GROUP MANAGER 40.00 X 229778 0 15990 MICHAEL MURPHY SR. DIRECTOR & GROUP MANAGER 40.00 X 201348 0 20521 VICTORIA DAY CHIEF COMMUNICATIONS OFFICER 40.00 X 203059 0 20178 SAMANTHA CARRIER SR. DIRECTOR 40.00 X 181949 0 24932 LAURA LEE ORCUTT CHAIRPERSON 2.00 X X 0 0 0 JAMES M MORRELL VICE CHAIRPERSON 2.00 X X 0 0 0 LAWRENCE D TAFT SECRETARY/TREASURER 2.00 X X 0 0 0 JOHN LUCAS SECRETARY/TREASURER THRU 10/19 2.00 X X 0 0 0 MICHAEL BELLACOSA DIRECTOR 2.00 X 0 0 0 JOE W HUSSEY DIRECTOR 2.00 X 0 0 0 MICHAEL FOSSACECA DIRECTOR 2.00 X 0 0 0 DAVID KRETZ DIRECTOR 2.00 X 0 0 0 UMA WILSON DIRECTOR 2.00 X 0 0 0 KEVIN J CHRISTENSEN DIRECTOR 2.00 X 0 0 0 CHARLES P GARCIA DIRECTOR 2.00 X 0 0 0 LAURA J LISTWAN DIRECTOR 2.00 X 0 0 0 RUSSELL K OATMAN DIRECTOR 2.00 X 0 0 0 WILLIAM J SCHOCH DIRECTOR 2.00 X 0 0 0 LAURA STEELE DIRECTOR 2.00 X 0 0 0 RHONDA L PAVLICEK DIRECTOR 2.00 X 0 0 0 TYNIKA WILSON DIRECTOR 2.00 X 0 0 0 PHIL PICILLO ESQ DIRECTOR 2.00 X 0 0 0 PAUL E BYRNE DIRECTOR 2.00 X 0 0 0 3470091 0 229349 41 0 1 0 SIDLEY AUSTIN LLP 1501 K STREET NW WASHINGTON DC 20005 LEGAL 273655 PETER TAPLING 1500 N DEE ROAD PARK RIDGE IL 60068 CONSULTING /SERVICES 230261 RICHARD FEUER ANDERSON 1133 CONNECTICUT AVENUE STE 620 WASHINGTON DC 20036 CONSULTING /SERVICES 155306 Q INSIGHTS 1326 WALNUT STREET NEWTON HIGHLANDS MA 02461 CONSULTING /SERVICES 153633 4 ACH ADMINISTRATIVE FEE 900099 11916254 11916254 CONFERENCES 900099 3958355 3122355 836000 MEMBERSHIP DUES 900099 3204584 3170934 33650 ACCREDITATION PROGRAMS 900099 794265 794265 EDUCATION AND TRAINING 611710 654498 634025 20473 804489 804489 21332445 91320 91320 212014 212014 3500000 186948 3494800 186898 5200 50 5250 5250 1407743 344445 1063298 1063298 CONSULTATIVE SERVICES 541900 715575 715575 PREFERRED MARKETING PROGRAM 541990 186741 93371 56022 37348 10000 10000 912316 23616643 21598991 771597 1246055 2528937 8075624 508352 907236 613992 389146 134911 1646107 1520074 303493 1190088 526786 605455 1542513 1152 846818 217190 BANK & CREDIT CARD FEES 142424 DUES & SUBSCRIPTIONS 117424 REBATES 102258 RESEARCH 96645 29446 22046071 69885 67558 8658685 10411687 1917833 2000121 23671 18772 862758 819324 6776995 4525789 2282568 2251206 4233478 4264693 1841174 2240152 19890052 22073513 3078077 3359411 3151269 3666916 3388923 3584896 9618269 10611223 X 10271783 11462290 10271783 11462290 19890052 22073513 X 1570572 27815 -407880 X X 0 1 X 1 0 0 0 0 3170934 4645 4645 0 4645 1561041 793217 767824 1179393 906722 272671 4036561 2825850 1210711 2251206 ACCRUED INTEREST 20046 DEFERRED COMPENSATION PLAN ASSETS 2165053 DEPOSITS 55053 2240152 DEFERRED RENT OBLIGATION 1380755 DEFERRED COMPENSATION OBLIGATION 2165053 CAPITAL LEASE OBLIGATION 39088 3584896 X 23988903 27815 27815 23961088 -344445 -344445 23616643 22390516 344445 344445 22046071 0 22046071 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 -344,445. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 344,445. X X X X 0 0 0 JANET O ESTEP PRESIDENT & CEO, EMERITUS 392525 0 490000 0 20884 0 22044 0 6535 0 931988 0 0 0 JANE E LARIMER PRESIDENT & CEO 348879 0 150000 0 20763 0 22400 0 912 0 542954 0 0 0 PAMELA B MOORE SVP & CFO 224440 0 83000 0 20261 0 19642 0 920 0 348263 0 0 0 MICHAEL HERD SVP NETWORK SERVICES 233631 0 78000 0 724 0 19770 0 11585 0 343710 0 0 0 SCOTT M LANG CHIEF OF STAFF 235507 0 85000 0 20181 0 20519 0 815 0 362022 0 0 0 GEORGE THROCKMORTON MANAGING DIRECTOR 192898 0 56000 0 1264 0 16051 0 6535 0 272748 0 0 0 WILLIAM D SULLIVAN SR. DIRECTOR & GROUP MANAGER 184178 0 44000 0 1600 0 15113 0 877 0 245768 0 0 0 MICHAEL MURPHY SR. DIRECTOR & GROUP MANAGER 163964 0 35000 0 2384 0 13986 0 6535 0 221869 0 0 0 VICTORIA DAY CHIEF COMMUNICATIONS OFFICER 162337 0 40000 0 722 0 13643 0 6535 0 223237 0 0 0 SAMANTHA CARRIER SR. DIRECTOR 151567 0 30000 0 382 0 13347 0 11585 0 206881 0 0 0 FORM 990, PART VI, SECTION A, LINE 1 TTHE 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 RPA. RPAS HAVE THE AUTHORITY TO REPRESENT AND VOTE ON BEHALF OF ONLY ITS DFI MEMBERS ON THE NACHA OPERATING RULES. THE RPA 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 RPAS SHALL BE DFIS AND, IF APPLICABLE, DFIS SHALL HOLD MAJORITY OWNERSHIP IN THE RPA PARENT ENTITY. DFI MEMBERS OF AN RPA 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 CHIEF EXECUTIVE DIRECTOR REVIEWS THE FORM 990 BEFORE IT IS FILED. 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 15A AN INDEPENDENT COMPENSATION COMMITTEE ANNUALLY REVIEWS AND APPROVES THE COMPENSATION OF THE CHIEF EXECUTIVE DIRECTOR (CEO) BASED ON PERFORMANCE AND INDEPENDENT COMPENSATION RESEARCH OF SIMILAR INDUSTRY, SIZE, SCOPE, AND GEOGRAPHIC LOCATION. THE MOST RECENT PROCESS WAS PERFORMED IN 2019 KEY MANAGEMENT EMPLOYEE COMPENSATION IS APPROVED BY THE CEO BASED ON PERFORMANCE AND INDEPENDENT RESEARCH RELATIVE TO BOTH BANKING AND ASSOCIATION INDUSTRIES. THE MOST RECENT PROCESS WAS PERFORMED IN 2019. 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). FORM 990, PART XI, LINE 9: CHANGE IN ACCOUNTING POLICY -407,880. PART XII, LINE 2C THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.