2025-11-11T14:22:59-06:00 2024-12-31 410746749 CLIFTONLARSONALLEN LLP 950 NORTH GLEBE ROAD SUITE 1200 ARLINGTON VA 22203 990 2024-01-01 520643040 UNITED STATES NAVAL INSTITUTE UNIT 4102686110 291 WOOD ROAD ANNAPOLIS MD 214025034 DOUGLAS WALLEN CHIEF FINANCIAL OFFICER 4102686110 2025-11-10 1 1 ROBERT WILLIAMS P01345960 5712279500 2025-11-10 2024 2025-03-06 01:10:19Z RAYMOND SPICER 291 WOOD ROAD ANNAPOLIS MD 214025034 12776896 0 X WWW.USNI.ORG X 1942 MD TO ADVANCE PROFESSIONAL, LITERARY, AND SCIENTIFIC UNDERSTANDING OF SEA POWER. 18 17 75 25 346096 0 3531747 3332311 3304513 4086647 80662 40287 2147869 3504364 9064791 10963609 39347 3250 0 0 5942345 6245958 0 0 0 4581902 4465540 10563594 10714748 -1498803 248861 6986699 7770195 3814539 4357320 3172160 3412875 X PROVIDE AN INDEPENDENT FORUM FOR THOSE WHO DARE TO READ, THINK, SPEAK, AND WRITE TO ADVANCE THE PROFESSIONAL, LITERARY, AND SCIENTIFIC UNDERSTANDING OF SEA POWER AND OTHER ISSUES CRITICAL TO GLOBAL SECURITY. 0 0 4729359 3250 4760546 PUBLISHING COSTS:INCLUDES COSTS OF PRODUCING PROCEEDINGS WHICH IS AN INDEPENDENT, OPEN FORUM FOR ARTICLES FROM NAVAL PROFESSIONALS AND CIVILIAN CONTRIBUTORS FEATURING CURRENT PROFESSIONAL TOPICS AND ISSUES. ALSO, NAVAL HISTORY MAGAZINE SHOWCASES HISTORICAL TOPICS WITH FOCUS ON THE SEA SERVICES. ADDITIONALLY, THE NAVAL INSTITUTE PRESS, WHICH IS THE BOOK-PUBLISHING ARM OF THE NAVAL INSTITUTE PUBLISHES ABOUT SEVENTY TITLES EACH YEAR, RANGING FROM BOOKS ON NAVIGATION TO BATTLE HISTORIES, UNITED STATES NAVAL ACADEMY TEXTBOOKS AND REFERENCE BOOKS, BIOGRAPHIES, SHIP AND AIRCRAFT GUIDES, AND NOVELS. 1039049 2375238 CONFERENCE EXPENSES:THE INSTITUTE PROVIDES FOR VARIOUS SEMINARS AND MEETINGS THROUGHOUT ITS FISCAL YEAR ON CURRENT AND HISTORICAL TOPICS. THESE MEETINGS OFFER A CONCENTRATED OPPORTUNITY FOR THE EXCHANGE OF IDEAS AND DISCUSSION OF KEY NAVAL ISSUES AMONG NAVAL PROFESSIONALS ANDOTHERS. 240930 SPECIAL PROJECTS:REPRESENT VARIOUS PROJECTS UNDERTAKEN TO ADVANCE THE PROFESSIONAL, LITERARY, AND SCIENTIFIC UNDERSTANDING OF SEA POWER AND OTHER ISSUES CRITICAL TO GLOBAL SECURITY. 493300 ROYALTIES: REPRESENT AGREED-UPON PAYMENTS MADE BY THE INSTITUTE TO VARIOUS AUTHORS FOR THEIR RESPECTIVE BOOKS. THE AMOUNT OF THE ROYALTY IS BASED UPON THE ACTUAL SALES OF THE RESPECTIVE BOOKS AND ANY SALES OF SUBSIDIARY RIGHTS. 493300 6502638 1 1 0 0 0 0 0 0 0 1 1 0 0 0 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 0 0 1 1 0 0 0 1 454 0 1 75 1 1 1 0 0 0 0 0 0 0 0 0 0 0 X 18 17 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 MD X DOUGLAS WALLEN CFO 4102686110 291 WOOD ROAD ANNAPOLIS MD 21402 RADM RAYMOND SPICER USN CEO, PUBLISHER, DIR 30.00 10.00 X X 362246 0 25400 ROBERT O WORK CHAIR, DIR (THRU 5/24) 2.00 X X 0 0 0 HARRY HARRIS CHAIR, DIRECTOR 2.00 X X 0 0 0 JONATHAN W GREENERT VICE CHAIR, DIR (THRU 5/24) 2.00 X X 0 0 0 ELLEN LORD VICE CHAIR, DIRECTOR 2.00 X X 0 0 0 CHARLES BOLDEN DIRECTOR 1.00 X 0 0 0 CALVIN CASS JR DIRECTOR 1.00 X 0 0 0 DEVERE CROOKS DIRECTOR 1.00 X 0 0 0 CHRISTINE FOX DIRECTOR 1.00 X 0 0 0 THOMAS FURLONG DIRECTOR 1.00 X 0 0 0 WILLIAM HANNIGAN DIRECTOR 1.00 X 0 0 0 MEL IMMERGUT DIRECTOR 1.00 X 0 0 0 FRED M MIDGETTE DIRECTOR 1.00 X 0 0 0 C MICHAEL PETTERS DIRECTOR 1.00 X 0 0 0 LORI E REYNOLDS DIRECTOR 1.00 X 0 0 0 CHARLES A RICHARD DIRECTOR 1.00 X 0 0 0 MICHAEL S ROGERS DIRECTOR 1.00 X 0 0 0 RUSSELL L SMITH DIRECTOR 1.00 X 0 0 0 SCOTT SWIFT DIRECTOR 1.00 X 0 0 0 ROBERT S WALSH DIRECTOR 1.00 X 0 0 0 THAD W ALLEN DIRECTOR (THRU 5/24) 1.00 X 0 0 0 THOMAS E CLARITY DIRECTOR (THRU 6/24) 1.00 X 0 0 0 MARGARET D KLEIN DIRECTOR (THRU 5/24) 1.00 X 0 0 0 DOUGLAS WALLEN CFO, TREASURER 32.00 8.00 X 213623 0 35235 VADM PETER H DALY USN RET FORMER CEO, CONSULTANT 6.00 2.00 X 165239 0 94 WILLIAM HAMBLET EVP PERIODIC, MEMBERS, MAR 40.00 X 214330 0 9670 HEATHER LANCASTER EVP DEVELOPMENT 5.00 35.00 X 211267 0 10395 APRIL PARRECO EVP CONFERENCES & EVENTS 40.00 X 194897 0 23142 ADAM KANE DIRECTOR, NAVAL INSTITUTE 40.00 X 171386 0 22015 1532988 0 125951 19 0 1 0 BOOKS INTERNATIONAL INC 22883 QUICKSILVER DRIVE STERLING VA 20166 BOOK WAREHOUSING & FULFILLMENT 556095 SHERIDAN KENTUCKY PO BOX 74007142 CHICAGO IL 60674 BOOK PRINTING 377334 LSC COMMUNICATIONS LLC PO BOX 932987 CLEVELAND OH 44193 PERIODICAL PRINTING & SHIPPING 306456 UNLEASHED TECHNOLOGIES LLC PO BOX 332 WOODSTOCK MD 21163 IT SERVICES 279011 BLANK ROME LLP 130 NORTH 18TH STREET PHILADELPHIA PA 19103 LEGAL SERVICES 200698 10 3332311 3332311 CONFERENCE FEES 561000 2375238 2375238 MEMBERSHIP DUES 561000 1307610 1307610 PUBLICATIONS 541800 395646 49550 346096 TRANSCRIPT SALES 900099 8153 8153 4086647 40287 40287 109131 109131 5208520 1813287 3395233 3395233 10963609 7135784 346096 149418 X 3250 3250 489820 489820 4893484 3673510 1219974 149818 114417 35401 325694 210881 114813 387142 267128 120014 230399 230399 189223 189223 1088773 190731 898042 99965 15523 84442 985959 847465 138494 369030 369030 493300 493300 431788 302501 129287 159598 37981 121617 307658 266389 41269 1424 1424 310789 310789 148403 148403 AWARDS AND CONTESTS 113128 1507 111621 DUES AND SUBSCRIPTIONS 9156 9156 ALLOCATED TO NIF -581208 -581208 108155 78055 30100 10714748 6502638 4212110 0 882866 164020 36963 2436305 555973 535364 2584265 1939903 762029 808380 5461813 3660482 2006201 1801331 158402 84892 6986699 7770195 1368624 1949420 2422068 2407900 23847 0 3814539 4357320 X 3172160 3412875 3172160 3412875 6986699 7770195 X 248861 -8146 X 0 1 X 1 0 X 18560357 15921084 4814780 3531747 3332311 46160279 6934220 7128792 6822355 6889626 8949071 36724064 25494577 23049876 11637135 10421373 12281382 82884343 0 0 0 82884343 139055 115836 105614 191979 149418 701902 139055 115836 105614 191979 149418 701902 428297 449198 369871 358402 346096 1951864 26061929 23614910 12112620 10971754 12776896 85538109 0.96900 0.96770 0.00820 0.00810 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 935771 1500000 120912 52835 2503848 862763 122258 49250 935771 1040885 -178122 862763 986376 109289 54780 1040885 917564 120728 51916 986376 0.00000 1.00000 0.00000 0 1 1 3465898 2669857 796041 1225785 514452 711333 770130 476173 293957 1801331 X PART V, LINE 4: THE INSTITUTE'S FOUNDATION ALLOCATES THE INVESTMENT INCOME GENERATED BY THE ENDOWMENT EACH YEAR BASED ON THE PURPOSE OF THE ENDOWMENT AS PROVIDED BY THE DONOR. IF THE DONOR DOES NOT SPECIFY A PURPOSE FOR THE INCOME GENERATED FROM THEIR PERMANENTLY RESTRICTED ENDOWMENT, THE INCOME IS USED FOR GENERAL SUPPORT AND IS DISTRIBUTED ANNUALLY. PART X, LINE 2: THE INSTITUTE AND FOUNDATION HAVE BEEN GRANTED EXEMPTIONS BY THE INTERNAL REVENUE SERVICE (IRS) FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. THE IRS HAS ALSO DETERMINED THAT THE INSTITUTE IS NOT A PRIVATE FOUNDATION. SEPARATE TAX RETURNS ARE FILED FOR THE INSTITUTE AND FOUNDATION. THE INSTITUTE AND FOUNDATION ARE REQUIRED TO REPORT UNRELATED BUSINESS INCOME TO THE IRS AND MARYLAND, AS WELL AS PAY CERTAIN OTHER TAXES TO LOCAL JURISDICTIONS. THE INSTITUTE AND FOUNDATION ADOPTED THE GUIDANCE FOR ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES. MANAGEMENT HAS DETERMINED THAT THE INSTITUTE HAS NO MATERIAL UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE RECOGNITION UNDER THE GUIDANCE. 1 PART I, LINE 2: THE U.S. NAVAL INSTITUTE, THROUGH REVIEW AND APPROVAL OF THE NAVAL INSTITUTE FOUNDATION'S EXPENSES, MONITORS GRANTS AWARDED TO ENSURE THAT ALL FUNDS GIVEN ARE BEING UTILIZED FOR THE INTENDED PURPOSE. X X X 0 0 0 0 0 0 0 0 0 RADM RAYMOND SPICER USN CEO, PUBLISHER, DIR 354850 0 7396 0 0 0 13423 0 11977 0 387646 0 0 0 DOUGLAS WALLEN CFO, TREASURER 177883 0 35740 0 0 0 7421 0 27814 0 248858 0 0 0 WILLIAM HAMBLET EVP PERIODIC, MEMBERS, MAR 179330 0 35000 0 0 0 7124 0 2546 0 224000 0 0 0 HEATHER LANCASTER EVP DEVELOPMENT 156267 0 55000 0 0 0 6278 0 4117 0 221662 0 0 0 APRIL PARRECO EVP CONFERENCES & EVENTS 160897 0 34000 0 0 0 6685 0 16457 0 218039 0 0 0 ADAM KANE DIRECTOR, NAVAL INSTITUTE 142727 0 28659 0 0 0 5927 0 16088 0 193401 0 0 0 VADM PETER H DALY USN RET FORMER CEO, CONSULTANT 75000 0 90239 0 0 0 0 0 94 0 165333 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 MEMBERS VOTE FOR THE BOARD OF DIRECTORS. THE INSTITUTE SHALL HAVE MEMBERS, LIFE MEMBERS, GOLDEN LIFE MEMBERS, AND HONORARY MEMBERS AND OTHER SUCH MEMBERSHIPS THAT THE BOARD OF DIRECTORS MAY APPROVE FROM TIME TO TIME. MEMBERSHIP, LIFE MEMBERSHIP, AND GOLDEN LIFE MEMBERSHIP SHALL BE OPEN TO ALL U.S. AND FOREIGN CITIZENS WHO ARE INTERESTED IN THE MISSION OF THE INSTITUTE. FORM 990, PART VI, SECTION A, LINE 7A THE MEMBERS VOTE FOR THE BOARD OF DIRECTORS ON AN ANNUAL BASIS. FORM 990, PART VI, SECTION A, LINE 7B IN ADDITION TO ELECTING THE BOARD OF DIRECTORS ON AN ANNUAL BASIS, MEMBERS MUST APPROVE AN AMENDMENT TO THE CONSTITUTION OR BYLAWS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 IS COMPLETED ON AN ANNUAL BASIS WITH DRAFT COPIES BEING PROVIDED TO THE AUDIT COMMITTEE OF THE GOVERNING BOARD AS WELL AS THE CEO OF THE ORGANIZATION. THE CEO REVIEWS THE FORM 990 WITH THE CHIEF FINANCIAL OFFICER AND SOLICITS ANY CHANGES FROM THE AUDIT COMMITTEE OF THE GOVERNING BOARD. ONCE ALL THE NECESSARY CHANGES ARE MADE AND THE CEO AND THE AUDIT COMMITTEE OF THE GOVERNING BOARD ARE IN AGREEMENT ON THE FINISHED FORM 990, IT WILL BE SIGNED BY THE CFO, DATED AND SUBMITTED BY THE FILING DEADLINE. A FINAL COPY OF THE APPROVED FORM 990 WILL BE PROVIDED TO ALL OFFICERS AND DIRECTORS BEFORE THE RETURN IS FILED. FORM 990, PART VI, SECTION B, LINE 12C ANY DIRECTOR, OFFICER, MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS, OR KEY EMPLOYEE IS AN INTERESTED PERSON AND IS COVERED BY THE CONFLICT OF INTEREST POLICY. THE MEMBERS OF THE BOARD OF DIRECTORS SIGN THE CONFLICT OF INTEREST STATEMENT ANNUALLY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF HIS OR HER FINANCIAL INTEREST, THE NATURE OF SUCH INTEREST, AND ALL MATERIAL FACTS TO THE BOARD OF DIRECTORS OF THE INSTITUTE OR TO ANY SPECIAL COMMITTEES WITH BOARD DELEGATED POWERS CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, THE INTERESTED PERSON SHALL EXCUSE HIMSELF OR HERSELF FROM THE BOARD OR COMMITTEE MEETING WHILE THE DETERMINATION OF WHETHER A CONFLICT OF INTEREST EXISTS IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD OR COMMITTEE MEMBERS SHALL DETERMINE WHETHER A CONFLICT OF INTEREST EXISTS. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OR COMMITTEE MEETING, BUT AFTER SUCH PRESENTATION, THE INTERESTED PERSON SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT THAT RESULTS IN THE POSSIBLE CONFLICT OF INTEREST. THE BOARD OR THE COMMITTEE SHALL UNDERTAKE, OR APPOINT A DISINTERESTED PERSON OR COMMITTEE TO UNDERTAKE, AN APPROPRIATE DUE DILIGENCE INVESTIGATION, INCLUDING AN ANALYSIS OF ALL MATERIAL FACTS RELATED TO THE POSSIBLE CONFLICT OF INTEREST, COLLECTION OF DATA ON COMPARABLE ARRANGEMENTS OR TRANSACTIONS, AND THE DEVELOPMENT AND INVESTIGATION OF ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. AFTER EXERCISING DUE DILIGENCE, THE BOARD OR COMMITTEE SHALL DETERMINE WHETHER THE INSTITUTE CAN OBTAIN, WITH REASONABLE EFFORTS, A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY ATTAINABLE UNDER CIRCUMSTANCES THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST, THE BOARD OR COMMITTEE SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE INSTITUTE'S BEST INTEREST AND FOR ITS OWN BENEFIT AND CHARITABLE PURPOSES AND WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO THE INSTITUTE, AND SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT IN CONFORMITY WITH SUCH DETERMINATIONS. THE MINUTES OF THE BOARD AND ANY SPECIAL COMMITTEE WITH BOARD-DELEGATED POWERS SHALL CONTAIN THE FOLLOWING: THE NAMES OF THE PERSONS WHO DISCLOSED OR OTHERWISE WERE FOUND TO HAVE A FINANCIAL INTEREST IN CONNECTION WITH AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE NATURE OF THE FINANCIAL INTEREST, ANY ACTION TAKEN TO DETERMINE WHETHER A CONFLICT OF INTEREST WAS PRESENT, AND THE DECISION OF THE BOARD OR COMMITTEE AS TO WHETHER A CONFLICT OF INTEREST EXISTS. THE NAMES OF THE PERSONS WHO WERE PRESENT FOR DISCUSSIONS AND VOTES RELATING TO THE TRANSACTION OR ARRANGEMENT, THE CONTENT OF THE DISCUSSION, INCLUDING ANY ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT, AND A RECORD OF ANY VOTES TAKEN IN CONNECTION THEREWITH. FORM 990, PART VI, SECTION B, LINE 15 CEO COMPENSATION IS SET BY THE BOARD OF DIRECTORS WITH ADVICE FROM THE BOARD COMPENSATION COMMITTEE. THE CEO'S EMPLOYMENT CONTRACT TYPICALLY RUNS TWO TO THREE YEARS IN LENGTH. APPROXIMATELY SIX-TEN MONTHS BEFORE THE END OF THE CONTRACT TERM, THE COMPENSATION COMMITTEE REVIEWS THE CEO'S CONTRACT AND CONSIDERS PERFORMANCE AND MISSION ATTAINMENT. THE COMMITTEE THEN CONDUCTS A COMPARATIVE SALARY REVIEW FOR SIMILAR POSITIONS AND ORGANIZATIONS. PROFESSIONAL LEGAL COUNSEL SUPPORTS THIS PROCESS. FOLLOWING COMPLETION OF THEIR WORK, THE COMPENSATION COMMITTEE THEN PRESENTS THEIR RECOMMENDATION TO THE FULL BOARD FOR DISCUSSION AND DECISION. THE CEO, WHO IS A MEMBER OF THE BOARD, IS RECUSED FROM ANY BOARD VOTES AND DISCUSSION AFFECTING CEO COMPENSATION. ANNUAL BONUSES ARE REVIEWED BY AND VOTED ON BY THE BOARD OF DIRECTORS. AGAIN, THE CEO, WHO IS A MEMBER OF THE BOARD, IS RECUSED FROM ANY BOARD VOTES AND DISCUSSION AFFECTING THE CEO BONUS. THE PROCESS DESCRIBED HERE WAS LAST COMPLETED IN 2024. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS AND FINANCIAL STATEMENTS ARE AVAILABLE TO MEMBERS ON THE WEBSITE AND ALL OTHERS UPON REQUEST. THE CONFLICT OF INTEREST POLICY IS AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G CONSULANTS: PROGRAM SERVICE EXPENSES 190,731. MANAGEMENT AND GENERAL EXPENSES 898,042. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 1,088,773. FORM 990, PART XI, LINE 9: MINIMUM PENSION LIABILITY FOR LEGACY PENSION -8,146. THE NAVAL INSTITUTE FOUNDATION INC 291 WOOD ROAD ANNAPOLIS MD 21402 521814344 RAISE FUNDS FOR CHARITABLE AND EDUCATIONAL PURPOSES MD 501(C)(3) LINE 12A, I UNITED STATES NAVAL INSTITUTE 1 0 0 1 0 0 0 0 0 0 0 0 1 0 1 1 0 1 0 0 THE NAVAL INSTITUTE FOUNDATION INC C 3332311 CASH THE NAVAL INSTITUTE FOUNDATION INC Q 581208 CASH THE NAVAL INSTITUTE FOUNDATION INC O 638651 FAIR MARKET VALUE OF SERVICES