2018-11-14T09:39:56-06:00 2016-12-31 910189318 Moss Adams LLP 805 SW Broadway Ste 1200 Portland OR 97205 990 2016-01-01 463889916 Peak Reliability PEAK 3602132670 7600 NE 41st Street No 150 Vancouver WA 98662 Marie Jordan President & CEO 3602132670 2017-12-06 1 Wendy Campos P00448102 5032421447 2017-12-06 12.129.7.100 2017-12-06 11:57:12 PS 93389420173110347e66 2017-11-07 P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 5957EEDE0A1EF13E672217CCDD8AB46F7A7CEB5F 2016 2019-02-21 02:37:17Z X Marie Jordan 7600 NE 41st Street No 150 Vancouver WA 98662 49748943 0 X www.peakrc.com X 2013 UT Monitoring the reliability of the Western Electric Grid. 6 6 188 0 0 0 2409648 3364983 42438907 46281823 87315 99052 0 0 44935870 49745858 0 0 0 0 25146183 28719163 0 0 0 16012353 17934234 41158536 46653397 3777334 3092461 67781858 69727514 52809069 51662264 14972789 18065250 Monitoring the reliability of the Western Electric Grid. 0 0 35496678 46281823 Peak Reliability's coordination offices provided situational awareness and real-time monitoring of the reliability coordinator area within the western interconnection. 35496678 0 0 0 1 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 0 0 1 40 0 1 188 1 0 0 0 0 0 0 X 6 6 0 0 1 0 1 1 1 1 1 1 0 0 1 1 1 1 0 1 1 0 UT X Shelby Bell 3602132326 7600 NE 41st Street 150 VANCOUVER WA 98662 Brian Silverstein Chair; director 8.00 X X 95833 0 0 John C Procario Director; chair 8.00 X X 51047 0 0 F John Meyer Vice Chair 8.00 X X 94745 0 0 Robert L Barnett Director 8.00 X 23733 0 0 Linda A Capuano Director 8.00 X 91691 0 0 T Graham Edwards Director 8.00 X 22500 0 0 Milton B Lee Director 8.00 X 89526 0 0 B Timothy Gage Director 8.00 X 61661 0 0 John Stout Director; President & CEO 40.00 X X 335945 0 304000 Marie Jordan Director; President & CEO 40.00 X X 182829 0 46363 Gary Stephenson President & CEO 40.00 X 798452 0 35984 Deb Scott General Counsel; Interim CEO 40.00 X 294999 0 32458 Shelby Bell Director of Finance & Accounting 40.00 X 204441 0 92489 Matthew Yates Corporate Secretary 40.00 X 171677 0 81901 Brett Wangen Director of Engineering 40.00 X 258671 0 121287 Kirk Stewart Director of Information Technology 40.00 X 210211 0 106255 Terry Baker Director of Operations 40.00 X 257416 0 125139 Rachel Sherrard VP of Communications 40.00 X 224834 0 95315 Scott Downey DIRECTOR OF COMPLIANCE 40.00 X 167915 0 73077 Richard Kiess MANAGER OF OPERATIONS 40.00 X 167617 0 56897 Anthony Burt MANAGER OF OPERATIONS 40.00 X 160838 0 62570 Jill Anderson-Hoyt OPERATIONS COORDINATION MANAGER 40.00 X 164326 0 57706 Michelle Mizumori Cathcart Director of Operations 40.00 X 161109 0 37433 4292016 0 1328874 96 1 1 0 V&R Energy Systems Research 11824 Darlington Ave STE 101 Los Angeles CA 90049 Consulting services 1412470 Utilicast LLC PO Box 38 Kirkland WA 98083 consulting services 1041315 Everest Consultants Inc 1500 NW Bethany Blvd Ste 235 Beaverton OR 97006 consulting services 897688 Bridge Energy Group Inc 95 Wells Avenue Ste 150 Newton MA 02459 consulting services 578729 Russell Reynolds Associates Inc PO Box 6427 New York NY 102496427 Legal Service 378303 12 3364983 3364983 Annual Assessments 900099 44594310 44594310 Other assessments 900099 1687513 1687513 46281823 102137 102137 3085 -3085 -3085 -3085 49745858 46281823 0 99052 X 4308628 1132069 3176559 19483788 17403560 2080228 1301184 1256556 44628 2326245 1515469 810776 1299318 1117895 181423 745985 745985 88028 18000 70028 4689575 3884353 805222 1379790 593848 785942 5045518 4949707 95811 1297425 1297425 644443 440394 204049 270196 78002 192194 318 318 3209111 2971590 237521 102577 102577 other Taxes 372651 135235 237416 Penalties 88617 88617 46653397 35496678 11156719 0 5498065 7815141 32617621 36195900 2284785 1556343 18657655 13689423 736192 1563402 27988751 19352624 7431996 8636127 555544 271178 67781858 69727514 6212340 4170232 46104414 45935136 492315 1556896 52809069 51662264 X 14972789 18065250 14972789 18065250 67781858 69727514 3092461 0 X 0 1 X 1 1 1 0 1 0 6239559 4494313 1745246 10174539 7418155 2756384 11574653 7440156 4134497 8636127 Other Liabilities 1556896 1556896 X 49745858 0 49745858 0 49745858 46653397 0 46653397 0 46653397 Part X, Line 2: Peak is exempt from federal and state income taxes under Internal Revenue Code (IRC) Section 501(c)(4) except to the extent of unrelated business taxable income as defined under IRC sections 511 through 515. Peak recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Peak recognizes interest and penalties related to income tax matters, if any, in operating expenses. Peak had no unrecognized tax benefits at December 31, 2016 or 2015. No interest and penalties were accrued for the years ended December 31, 2016 or 2015. Peak files an exempt organization return in the U.S. federal jurisdiction. X 1 1 X X 1 0 0 0 0 0 0 1 0 John Stout Director; President & CEO 335945 0 0 0 0 0 304000 0 0 0 639945 0 0 0 Marie Jordan Director; President & CEO 87221 0 0 0 95608 0 42492 0 3871 0 229192 0 0 0 Gary Stephenson President & CEO 191444 0 196870 0 410138 0 23850 0 12134 0 834436 0 0 0 Deb Scott General Counsel; Interim CEO 207032 0 44414 0 43553 0 23850 0 8608 0 327457 0 0 0 Shelby Bell Director of Finance & Accounting 182537 0 21582 0 322 0 71189 0 21300 0 296930 0 0 0 Matthew Yates Corporate Secretary 171103 0 0 0 574 0 50649 0 31252 0 253578 0 0 0 Brett Wangen Director of Engineering 232318 0 26173 0 180 0 94859 0 26428 0 379958 0 0 0 Kirk Stewart Director of Information Technology 186239 0 23715 0 257 0 81663 0 24592 0 316466 0 0 0 Terry Baker Director of Operations 205911 0 16984 0 34521 0 102821 0 22318 0 382555 0 0 0 Rachel Sherrard VP of Communications 189124 0 35298 0 412 0 72850 0 22465 0 320149 0 0 0 Scott Downey DIRECTOR OF COMPLIANCE 167346 0 0 0 569 0 47964 0 25113 0 240992 0 0 0 Richard Kiess MANAGER OF OPERATIONS 167396 0 0 0 221 0 36917 0 19980 0 224514 0 0 0 Anthony Burt MANAGER OF OPERATIONS 160629 0 0 0 209 0 35932 0 26638 0 223408 0 0 0 Jill Anderson-Hoyt OPERATIONS COORDINATION MANAGER 163995 0 0 0 331 0 36427 0 21279 0 222032 0 0 0 Michelle Mizumori Cathcart Director of Operations 132437 0 28275 0 397 0 15173 0 22260 0 198542 0 0 0 Part I, Line 1a HEALTH CLUB OR FITNESS CENTER DUES OR INITIATION FEES OR FEES FOR FITNESS CLASSES UP TO $200 PER YEAR ARE REIMBURSED TO ALL EMPLOYEES WHO REQUEST REIMBURSEMENT AND PROVIDE APPROPRIATE DOCUMENTATION. Part I, Line 4a Gary Stephenson: severance payment of $410,000 Part I, Line 7 Non-fixed payments not described on line 5 or 6 include: * Health club and fitness center dues or initiation fees for fitness classes as described above. * Short term incentive plan tied to company and employee specific performance metrics. The entire program is subject to discretionary Board review and approval. * Award program that encourages employees to recognize accomplishments by awarding points that are redeemed for gift cards. The value of the points is included in employee compensation when awarded. FORM 990, EXPLANATION FOR AMENDED RETURN: THE RETURN IS BEING AMENDED TO CORRECT THE TITLES OF HIGHLY COMPENSATED EMPLOYEES REPORTED ON FORM 990, PART VII, SECTION A, AND SCHEDULE J, PART II. Form 990, Part VI, Section A, line 4 The organization's governing documents changed during the year as follows: 1) Peak's members and its Board of Directors voted to extend the terms of Peak's Directors on its Board from three to four years. 2) The methods of voting for Peak members were modified to expressly allow advance ballots whereas only in person and absentee were allowed previously. 3) The right for Peak member classes to meet in closed session on an individual class basis was memorialized. 4) The conditions pursuant to which Peak's Member Advisory Committee can meet in closed session were both clarified and modified to allow for a shorter notice period. Form 990, Part VI, Section A, line 6 Membership in Peak is voluntary. Any organization may become a member of Peak as long as eligibility criteria have been met as outlined in the bylaws. There are 5 voting Classes of members based upon the activities of the member organization. These members of Peak have the right to elect and remove Directors, amend Bylaws and to review and rescind any Board amendment of the Bylaws as well as the right to attend and participate in meetings and committees. Form 990, Part VI, Section A, line 7a Only Peak Reliability Members in Classes 1, 2, 3, 4, and 5 have the right to elect and remove Directors at annual meetings. At the Annual Member Class Meetings, these voting Members vote to elect a Director for each opening pursuant to the procedures set forth in Section 6 of Peak's bylaws, except that in Director elections, each Member shall have one vote per opening that can be cast positive or negative. Each candidate must receive a simple majority positive vote of the Membership, as well as a simple majority positive vote of the Members of four (4) of the five (5) Member Classes (Classes 1-5), to be successfully elected to the Board. Form 990, Part VI, Section A, line 7b Pursuant to Peak Bylaws Section 3.13.2, certain delegations of authority by Peak's Board of Directors are subject to appeal by Peak's Membership upon petition filed with the Corporate Secretary by a simple majority of the Membership, however, such appeals are to the Peak Board. Additionally, Peak's Board may not amend certain provisions of Peak's Bylaws (Sections 1, 3, 5.2.1, 5.10, 8.3, 16, and any other sections as required pursuant to Utah law), without such amendment(s) first being approved by Peak's Membership. Form 990, Part VI, Section B, line 11b The return is prepared by the tax preparer, the Director of Finance & Accounting reviews for completeness and any necessary changes are made, and a copy is provided to the President & CEO for review prior to filing. Form 990, Part VI, Section B, line 12c Peak Reliability has both a Standards of Conduct for the Members of the Peak Reliability Board of Directors and Peak's Officers and Employees. These Standards of Conduct are respectively Appendices A and B to Peak's Bylaws. Peak's Directors submit disclosures statements annually or as necessary indicating any applicable financial holdings that may cause a conflict or certifying that no such conflict exists. Peak Reliability Officers and Employees are required to report any potential conflicts to Peak Reliability's Chief Executive Officer, General Counsel and, possibly, the Director of Human Resources depending on the nature of the conflict. Generally speaking, Peak Reliability Directors must avoid or disclose as necessary any potential conflicts between the Director's own interest and that of Peak Reliability. Peak Reliability Officers and Employees must avoid potential or actual conflicts between the Officer's or Employee's interest and the organizations and disclose any such conflicts as such conflicts arise rather than on a periodic basis. Peak Reliability monitors and enforces compliance based on disclosures from its Directors and Officers and Employees consistent with the respective Standards of Conduct. Form 990, Part VI, Section B, line 15 Pursuant to Peak Reliability's Bylaws Section 11.2.2, Peak Reliability's CEO is employed by Peak Reliability's Board and will serve at its pleasure. Additionally, the CEO's contract of employment permits the Board to dismiss the CEO at its discretion, without having to demonstrate cause or good reason. Accordingly, the process for determining the CEO's compensation is a direct negotiation with Peak Reliability's Board of Directors. The Board of Directors is the point of approval for any Officer level employee's salary. CEO and officer/key employee compensation has also been determined with the aid of compensation survey comparability data. Form 990, Part VI, Section C, line 19 Peak Reliability's conflict of interest policies are embodied in the Appendices to Peak Reliability's Bylaws which are publicly available at www.peakrc.com. Further governing documents are posted on www.peakrc.com. Financial statements are available upon request. Form 990, Part VI, Section A, Line 9: Addresses of individuals who cannot be reached at the organization's mailing address are available upon request. Form 990, Part IX, line 11g Consulting & Temporary Help: Program service expenses 3,884,353. Management and general expenses 805,222. Fundraising expenses 0. Total expenses 4,689,575.