2017-05-11T10:24:45-05:00 2016-06-30 271728945 PKF O'CONNOR DAVIES LLP 665 FIFTH AVENUE NEW YORK NY 10022 990 2015-07-01 130417693 THE ADVERTISING COUNCIL INC ADVE 2129221500 815 SECOND AVENUE 9TH FLOOR NEW YORK NY 10017 KENNETH M KROLL SVP, FINANCE 2129221500 2017-05-10 1 GARRETT M HIGGINS P00543209 2122862600 2017-05-10 2015 2021-01-29 14:40:06Z KENNETH M KROLL 815 SECOND AVENUE 9TH FLOOR NEW YORK NY 10017 55202291 0 X HTTP://WWW.ADCOUNCIL.ORG/ X 1942 NY SEE SCHEDULE O 137 136 204 409 0 0 12533958 16506037 30868318 33829082 1675487 443046 -288785 -461354 44788978 50316811 0 0 0 0 16477102 17741382 46000 49000 2392603 26407634 30200922 42930736 47991304 1858242 2325507 40747730 42203062 15644091 15032283 25103639 27170779 X SEE SCHEDULE O 0 0 38341318 33829082 SEE SCHEDULE OTHE AD COUNCIL, ON BEHALF OF NON-PROFIT ORGANIZATIONS OR GOVERNMENT AGENCIES, CREATES PUBLIC SERVICE ADVERTISING CAMPAIGNS WITH THE HELP OF VOLUNTEER ADVERTISING, DIGITAL AND SOCIAL AGENCIES (WHO DONATE THEIR CREATIVE TALENTS AND ENERGY), THE MEDIA (WHO CONTRIBUTE SPACE AND TIME) AND DONORS (WHO PROVIDE CRUCIAL OPERATING SUPPORT). COLLECTIVELY, THEY MAKE THE AD COUNCIL'S GOOD WORKS POSSIBLE. IN FY16, THE CAMPAIGNS THE AD COUNCIL PRODUCED RECEIVED $1.59 BILLION IN DONATED MEDIA SUPPORT ACROSS ALL PLATFORMS INCLUDING TV, RADIO, PRINT, OUT-OF-HOME, DIGITAL MEDIA AND MOBILE. WHILE DONATED MEDIA IS ESSENTIAL TO THE SUCCESS OF THE CAMPAIGNS, WE ULTIMATELY STRIVE TO CHANGE BEHAVIORS AND SAVE LIVES. WE CONTINUALLY SEEK WAYS TO INNOVATE AND ENHANCE THE IMPACT OF OUR CAMPAIGNS AND THIS YEAR WAS NO DIFFERENT. NEW CREATIVE, DIGITAL, MOBILE AND MEDIA PARTNERS WERE SECURED TO DEEPEN ENGAGEMENT AND DRIVE BEHAVIORAL SHIFTS AMONG ALL OF OUR TARGET AUDIENCES. SPECIFICALLY, WE: -LAUNCHED OVER 20 CAMPAIGNS WITH EXCEPTIONAL CREATIVE QUALITY AND COLLABORATED WITH BEST-IN-CLASS AGENCIES LIKE SAPIENT, R/GA, GOODBY, JWT AND ANOMALY (OVER 60 AWARDS WERE WON FOR CREATIVE, DIGITAL AND SOCIAL EXCELLENCE); -EXECUTED NEW PARTNERSHIPS WITH SOME OF OUR KEY BOARD MEMBER COMPANIES, MANY WHO ARE TRANSFORMING MARKETING AND ADVERTISING, INCLUDING AMAZON, GOOGLE, TWITTER, BEST BUY, UNILEVER, THE NFL, SNAP AND FACEBOOK; -HONED MEDIA PLANNING EXPERTISE AND SHIFTED CAMPAIGN FOCUS TO BETTER MEET THE TARGET AUDIENCE'S MEDIA CONSUMPTION HABITS AND DRIVE INNOVATION;-EXPANDED OUR CREATORS FOR GOOD PROGRAM--A PARTNERSHIP WITH SOME OF YOUTUBE'S TOP CREATORS WHERE WE LEVERAGE THEIR BUILT-IN AUDIENCES TO SPREAD THE WORD ABOUT SOCIAL CAUSES. SPECIFICALLY, LAUNCHED INFLUENCER PROGRAMS FOR THE SHELTER PET ADOPTION, RECYCLING, DISTRACTED DRIVING, BULLYING PREVENTION, DIVERSITY AND INCLUSION, AND TEEN DATING VIOLENCE CAMPAIGNS; -WORKING WITH LEADING GAMING COMPANIES AND TOP GAMING INFLUENCERS, CREATED A "GAME FOR GOOD" ADVISORY COMMITTEE TO HELP INFORM OUR CAMPAIGN PROGRAMS TO HARNESS THE POWER OF GAMES AND THE GAMING COMMUNITY TO DRIVE AWARENESS AND ENGAGEMENT; -EXECUTED OVER 60 CUSTOM MEDIA PARTNERSHIPS INCLUDING 30 CUSTOMIZED FACEBOOK CAMPAIGNS AND 5 FACEBOOK CREATIVE SHOP PROJECTS TO EXPAND THE REACH OF THE PSA CAMPAIGNS; -LAUNCHED NEW EFFORTS ON FIVE HIGHLY RELEVANT AND PRESSING CAMPAIGNS INCLUDING 1) PREVENTING COLLEGE SEXUAL ASSAULT ON CAMPUSES, 2) BULLYING PREVENTION, 3) SUPPORTING REFUGEES, 4) CHRONIC ABSENTEEISM AND 5) DIVERSITY AND INCLUSION. AT ANY GIVEN TIME, WE ARE CREATING AND REFRESHING OVER 40 NATIONAL MULTIMEDIA PUBLIC SERVICE CAMPAIGNS ON BEHALF OF NONPROFIT ORGANIZATIONS OR GOVERNMENT AGENCIES. WITH THE GOAL OF INSPIRING CHANGE AND IMPROVING LIVES, THE CAMPAIGNS ADDRESS THREE CRITICAL AREAS: 1) FAMILY & COMMUNITY; 2) HEALTH & SAFETY; AND 3) EDUCATION. FAMILY & COMMUNITY: THE FAMILY AND COMMUNITY CAMPAIGNS STRIVE TO BUILD VIBRANT FAMILIES AND COMMUNITIES. IN FY2016, WE MAINTAINED OR LAUNCHED NEW WORK FOR THE FOLLOWING CAMPAIGNS: ADOPTION FROM FOSTER CARE, CAREGIVING ASSISTANCE, FATHERHOOD INVOLVEMENT, HUNGER PREVENTION, WILDFIRE PREVENTION, RECYCLING, SHELTER PET ADOPTION, DISCOVERING NATURE, JOB TRAINING & EMPLOYMENT, DIVERSITY & INCLUSION, REDUCING FOOD WASTE, PATHWAYS FOR EMPLOYMENT, FORECLOSURE PREVENTION AND COMMUNITY ENGAGEMENT. IN THIS CATEGORY OF CAMPAIGNS, NOTABLE FY16 ACCOMPLISHMENTS INCLUDE: -DISCOVERING NATURE (WITH US FOREST SERVICE): IN 2015, THERE WERE MORE THAN 2.14 MILLION VISITS TO THE CAMPAIGN WEBSITE, WHICH HELPED TO INSPIRE YOUNG PEOPLE TO DISCOVER THE JOY OF EXPLORING THE NATURAL WORLD. -DIVERSITY & INCLUSION: THIS CAMPAIGN PROMOTES ACCEPTANCE AND ENCOURAGES PEOPLE TO REJECT DISCRIMINATION. DURING FY16, THE CAMPAIGN WAS VIEWED OVER 162 MILLION TIMES, SHARED 2.6 MILLION TIMES AND WAS THE BEST PERFORMING VIDEO ON UPWORTHY EVER. IT WAS ALSO FEATURED ON ADWEEK'S COVER, WINNING THE "BEST INSPIRATION VIDEO" AWARD IN AUGUST, 2015. A FOLLOW UP VIDEO POSTED ON VALENTINES DAY 2016 WAS VIEWED OVER 2 MILLION TIMES. FINALLY, RESULTS FROM THE CAMPAIGN'S CONTINUOUS TRACKING STUDY SHOWED THAT MORE ADULTS REPORTED "BEING MORE ACCEPTING AND INCLUSIVE OF OTHERS" (37% IN FEB, 2015 TO 43% IN MAY, 2016) -FORECLOSURE PREVENTION (WITH U.S. TREASURY): IN 2015, THE HOTLINE (WHERE HOMEOWNERS WHO ARE STRUGGLING WITH THEIR MORTGAGE PAYMENTS CAN GET ASSISTANCE) RECEIVED OVER 300,000 CALLS -WILDFIRE PREVENTION (WITH THE U.S. FOREST SERVICE): IN A 2015 SURVEY OF ADULTS AGE 18+, 86% OF RESPONDENTS CORRECTLY IDENTIFIED SMOKEY BEAR'S IMAGE, AND NEARLY ALL RESPONDENTS (94%) RECOGNIZED SMOKEY BEAR ON AN AIDED BASIS. TWO-THIRDS OF RESPONDENTS (64%) COULD RECITE SMOKEY'S SLOGAN "ONLY YOU CAN PREVENT WILDFIRES OR A SIMILAR PHRASE. IN 2015, THERE WERE MORE THAN 2.9 MILLION U.S. VISITS TO SMOKEYBEAR.COM; ADDITIONALLY, THE CAMPAIGN SECURED MORE THAN 334,000 LIKES ON FACEBOOK, 32,000 FOLLOWERS ON TWITTER, 860,000 VIEWS ON YOUTUBE, AND OVER 2,300 CONNECTIONS ON LINKEDIN. HEALTH & SAFETY: THESE CAMPAIGNS HELP TO KEEP AMERICANS SAFE AND PREVENT INJURY. OUR EFFORTS FOR FY16 INCLUDED CAMPAIGNS ON BUZZED DRIVING, BULLYING PREVENTION, CHILDHOOD TRAUMA, DOMESTIC VIOLENCE PREVENTION, EMERGENCY PREPAREDNESS, SEAT BELT SAFETY, SAFE GUN STORAGE, TEEN DATING VIOLENCE, DISTRACTED DRIVING, UNDERAGE DRINKING AND RAISING AWARENESS OF THE EBOLA CRISIS. IN FY16, OUR HEALTH CAMPAIGNS PROMOTED HEALTHY BEHAVIORS AND PREVENTION THROUGH EFFORTS ON STROKE AWARENESS, AUTISM AWARENESS, DIABETES PREVENTION, PREVENTING HIGH BLOOD PRESSURE, FOOD SAFETY, ORAL HEALTH AND PREVENTING UNPLANNED PREGNANCIES. IN THIS CATEGORY OF CAMPAIGNS, NOTABLE FY16 ACCOMPLISHMENTS INCLUDE: -BUZZED DRIVING CAMPAIGN (WITH THE NATIONAL HIGHWAY TRAFFIC SAFETY ADMINISTRATION): BETWEEN JANUARY AND JUNE 2016, THE CAMPAIGN WEBSITE RECEIVED APPROXIMATELY 70K VISITS, RESULTING IN OVER 1.5K PLEDGES TO NOT DRINK AND DRIVE. IN ADDITION, A "ROAD BLOCK" (WHERE MULTIPLE TV STATIONS IN A MARKET AIR THE SAME ADS IN THE SAME TIMEFRAME) GARNERED $8.4 MILLION IN DONATED MEDIA DURING THE HOLIDAY WEEK (12/26/15-12/31/15), WHICH IS THE HIGHEST VALUE SINCE THE ROADBLOCK'S INAUGURATION TEN YEARS AGO. -DIABETES PREVENTION (WITH THE AMERICAN DIABETES ASSOCIATION, AMERICAN MEDICAL ASSOCIATION AND CENTERS FOR DISEASE CONTROL AND PREVENTION): FOR THE FIRST HALF OF 2016, 544,000 PEOPLE VISITED THE CAMPAIGN WEBSITE; 186,000 COMPLETED THE ONLINE RISK TEST AND OVER 800 PEOPLE SIGNED UP FOR THE TEXTING PROGRAM. EDUCATION: THE CAMPAIGNS IN THIS CATEGORY STRIVE TO HELP CHILDREN SUCCEED AND EXCEL. IN FY16, OUR CAMPAIGNS INCLUDED HIGH SCHOOL EQUIVALENCY, CHRONIC ABSENTEEISM, COLLEGE ACCESS, FINANCIAL LITERACY, LEARNING AND ATTENTION ISSUES, TEACHER RECRUITMENT AND SUPPORTING MINORITY EDUCATION. IN THIS CATEGORY OF CAMPAIGNS, NOTABLE FY16 ACCOMPLISHMENTS INCLUDE: -COLLEGE ACCESS (WITH GET SCHOOLED AND VIACOM): THE CAMPAIGN SECURED $5.3 MILLION IN DONATED MEDIA SUPPORT (FROM OCTOBER, 2015 THRU MAY, 2016) AND 82% MORE VISITORS TO GETSCHOOLED.COM, AND 5 MILLION MORE PAGE VIEWS OF GET SCHOOLED RESOURCES WHEN COMPARED TO THE SAME TIME PERIOD IN THE PREVIOUS YEAR. 38341318 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 1 1 0 0 0 0 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 156 0 204 1 0 0 0 0 0 1 1 0 0 0 0 X 137 136 0 0 0 0 0 0 0 1 1 0 0 0 1 1 1 1 1 1 1 0 AL AR CA CT FL GA IL KS KY MA MD MI MN MS NC NH NJ NM NY OK OR PA RI SC TN UT VA WV WI X X KENNETH M KROLL SVP CONTROLLER 2129841946 815 SECOND AVENUE 9TH FLOOR NEW YORK NY 10017 X LISA SHERMAN PRESIDENT AND CEO 45.70 0.00 X X 750684 0 497631 MARGO GEORGIADIS CHAIR 3.50 0.00 X X 0 0 0 DAVID A CHRISTOPHER IMMEDIATE PAST CHAIR 2.00 0.00 X X 0 0 0 LINDA BOFF VICE CHAIR 2.00 0.00 X X 0 0 0 DAVID FISCHER VICE CHAIR 2.00 0.00 X X 0 0 0 DAVID 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0 COLIN KINSELLA DIRECTOR 0.50 0.00 X 0 0 0 MEREDITH KOPIT LEVIEN DIRECTOR 1.00 0.00 X 0 0 0 STEVE LANZANO DIRECTOR 0.50 0.00 X 0 0 0 ESTHER LEE DIRECTOR 0.50 0.00 X 0 0 0 TARA LEVY DIRECTOR 0.50 0.00 X 0 0 0 DAVID LEVY DIRECTOR 0.50 0.00 X 0 0 0 ANN LEWNES DIRECTOR 1.50 0.00 X 0 0 0 ROBERT LIODICE DIRECTOR 1.00 0.00 X 0 0 0 WENDY MACGREGOR DIRECTOR 0.50 0.00 X 0 0 0 JEFFREY MADDOCK DIRECTOR 0.50 0.00 X 0 0 0 JOE MARCHESE DIRECTOR 0.50 0.00 X 0 0 0 MARCEL MARCONDES DIRECTOR 0.50 0.00 X 0 0 0 ROSS MARTIN DIRECTOR 0.50 0.00 X 0 0 0 ROB MASTER DIRECTOR 1.00 0.00 X 0 0 0 SERGE MATTA DIRECTOR 0.50 0.00 X 0 0 0 LIZ MATTHEWS DIRECTOR 0.50 0.00 X 0 0 0 COLIN MCCONNELL DIRECTOR 0.50 0.00 X 0 0 0 MICHAEL MENDENHALL DIRECTOR 0.50 0.00 X 0 0 0 JONATHAN MILDENHALL DIRECTOR 0.50 0.00 X 0 0 0 JAMIE MOLDAFSKY DIRECTOR 0.50 0.00 X 0 0 0 CARTER MURRAY DIRECTOR 0.50 0.00 X 0 0 0 LAURA NELSON DIRECTOR 0.50 0.00 X 0 0 0 ROB NORMAN DIRECTOR 1.00 0.00 X 0 0 0 JIM NORTON DIRECTOR 0.50 0.00 X 0 0 0 ELI PARISER 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VARMA DIRECTOR 0.50 0.00 X 0 0 0 GARY VAYNERCHUK DIRECTOR 0.50 0.00 X 0 0 0 MEREDITH VERDONE DIRECTOR 1.00 0.00 X 0 0 0 DEBORAH WAHL DIRECTOR 0.50 0.00 X 0 0 0 RUSSELL WALLACH DIRECTOR 0.50 0.00 X 0 0 0 CONNIE WEAVER DIRECTOR 0.50 0.00 X 0 0 0 ELIZABETH WEIL DIRECTOR 0.50 0.00 X 0 0 0 TONY WEISMAN DIRECTOR 0.50 0.00 X 0 0 0 TERRANCE WILLIAMS DIRECTOR 0.50 0.00 X 0 0 0 DAVID WILLIAMS DIRECTOR 0.50 0.00 X 0 0 0 MICHELLE WILSON DIRECTOR 0.50 0.00 X 0 0 0 BOB WINGO DIRECTOR 0.50 0.00 X 0 0 0 BILL WISE DIRECTOR 0.50 0.00 X 0 0 0 STEVEN WOLFE PEREIRA DIRECTOR 0.50 0.00 X 0 0 0 LINDA YACCARINO DIRECTOR 1.00 0.00 X 0 0 0 JOHN ZISSIMOS DIRECTOR 0.50 0.00 X 0 0 0 JONATHAN FISH EXECUTIVE VP AND CFO 39.80 0.00 X 381943 0 178583 BARBARA LESHINSKY EXECUTIVE VP 40.10 0.00 X 416351 0 224863 PRISCILLA NATKINS EXECUTIVE VP 38.80 0.00 X 402069 0 186208 PAULA VEALE EXECUTIVE VP 36.00 0.00 X 380087 0 191758 ELIZABETH ELLARD EXECUTIVE VP 38.50 0.00 X 375795 0 200588 HEIDI ARTHUR SENIOR VP 36.20 0.00 X 249790 0 62478 KENNETH KROLL SENIOR VP 40.00 0.00 X 217140 0 75174 REGINA BRADLEY SENIOR VP 36.20 0.00 X 216761 0 81495 PETER DEMEE SENIOR VP 36.40 0.00 X 216038 0 48988 SARA WEISENTHAL SENIOR VP 40.00 0.00 X 203693 0 56082 MICHELLE HILLMAN SENIOR VP 40.30 0.00 X 203158 0 56866 KATE EMANUEL SENIOR VP 35.50 0.00 X 200584 0 88603 ANTHONY FOLENO SENIOR VP 43.20 0.00 X 212795 0 56517 DANIELLE LINET SENIOR VP 35.30 0.00 X 205364 0 84442 ANNE DEO SENIOR VP 41.30 0.00 X 162401 0 90690 JULIE MCKINNON SENIOR VP 36.10 0.00 X 154824 0 31949 KIMBERLY HARBIN SENIOR VP 35.40 0.00 X 142445 0 37245 PEGGY CONLON SCH J PART III FORMER PRESIDENT AND CEO 0.00 0.00 X 217482 0 1743 5309404 0 2251903 37 1 1 0 CIRCLE GRAPHICS LLC 120 9TH AVENUE LONGMONT CO 80501 DIGITAL PRINTING - BILLBOARD 3209708 EXECUTIVE MEDIA SERVICES INC PO BOX 650823 DALLAS TX 75265 PSA TALENT PAYROLL SERVICES 928024 OGILVY & MATHER 636 11TH AVENUE NEW YORK NY 10036 AD AGENCY PRODUCTION SERVICES 890318 RGA MEDIA GROUP 450 WEST 33RD ST 12TH FL NEW YORK NY 10001 AD AGENCY PRODUCTION SERVICES 785003 WUNDERMAN WORLDWIDE 3 COLUMBUS CIRCLE NEW YORK NY 10019 AD AGENCY PRODUCTION SERVICES 758512 60 3977617 12528420 16506037 PUBLIC SVC CAMPAIGNS 900099 33829082 33829082 33829082 376558 376558 4152739 4086251 66488 66488 66488 337875 3977617 799229 -461354 -461354 50316811 33829082 0 -18308 5657281 2025131 2497640 1134510 9489845 7716950 1251291 521604 612113 435036 123361 53716 1159997 663529 454429 42039 822146 593806 145494 82846 120301 120301 268988 268988 49000 49000 31805 31805 198486 151481 47005 45041 43607 1434 390194 224430 144406 21358 1242639 947089 242846 52704 1230501 925460 244008 61033 535222 399993 63262 71967 273797 97753 33510 142534 901387 901387 85935 85935 PRODUCTION & DISTRIBUTI 23572774 23572774 TEMP HELP & RECRUITING 885779 448473 382867 54439 PSA ANALYTICS 222296 217268 2474 2554 OUTREACH FUNCTIONS 120194 16885 64730 38579 75583 13134 47168 15281 47991304 38341318 7257383 2392603 1000 1000 11193474 4909304 2167542 2801003 7442048 8500079 735422 693244 8213536 5782895 2725981 2430641 16482263 22867791 40747730 42203062 6330823 7925821 3352427 1734880 5960841 5371582 15644091 15032283 X 24548036 25037170 555603 2133609 25103639 27170779 40747730 42203062 X 2325507 -203341 -55026 X X 0 1 X 1 1 1 X 9864057 10441895 11273172 12533958 16506037 60619119 29242235 31435217 33019771 30868318 33829082 158394623 39106292 41877112 44292943 43402276 50335119 219013742 141775 145629 157699 151100 189763 785966 12735465 13036243 8784639 13399071 15034800 62990218 12877240 13181872 8942338 13550171 15224563 63776184 155237558 297173 329465 349913 302428 376558 1655537 297173 329465 349913 302428 376558 1655537 66698 189244 27584 2988 286514 39470163 42395821 44670440 43707692 50711677 220955793 0.70260 0.69330 0.00750 0.00750 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 3752512 2156131 1596381 3191013 2457735 733278 1270011 1169029 100982 2430641 DEPOSITS FROM CAMPAIGN SPONSORS 764339 ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION 146858 DEFERRED COMPENSATION AND SERP 2462154 DEFERRED RENTAL OBLIGATIONS 1998231 5371582 X 51826330 -203341 936227 776633 1509519 50316811 0 50316811 49759190 936227 32430 799229 1767886 47991304 0 47991304 PART X, LINE 2: IN 2009, THE AD COUNCIL ADOPTED THE PROVISIONS OF ACCOUNTING STANDARDS CODIFICATION ("ASC") 740-10-05 RELATING TO ACCOUNTING AND REPORTING FOR UNCERTAINTY IN INCOME TAXES. MANAGEMENT EVALUATED THE COUNCIL'S TAX POSITION AND CONCLUDED THAT THE COUNCIL HAS TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS TO COMPLY WITH THE PROVISIONS OF THIS GUIDANCE. PART XI, LINE 2D - OTHER ADJUSTMENTS: DIRECT EXPENSES OF SPECIAL EVENTS REPORTED ON PART VIII, LINE 8B - $799,229 ACTUARIAL LOSS ON ACCUMULATED POST RETIREMENT OBLIGATION, - ($22,596) PART XII, LINE 2D - OTHER ADJUSTMENTS: DIRECT EXPENSES OF SPECIAL EVENTS REPORTED ON PART VIII, LINE 8B - $799,229 X X X X X X 1 PATRICE CLAREMAN 121 EAST 61ST ST NEW YORK NY 10065 ASSIST DIRECTOR OF SPECIAL EVENTS FOR PUBLIC SERVICE AWARD A 0 4266910 49000 4217910 4266910 49000 4217910 AL AK AR CA CO CT FL GA IL KS KY ME MD MA MI MN MS MO NH NJ NM NY NC ND OH OK OR PA RI SC TN UT VA WA WV WI ANNUAL DINNER 4266910 3929035 337875 510305 278277 CHARITY BUZZ AUCTION 48582 48582 10647 4315492 3977617 337875 510305 288924 799229 -461354 SCHEDULE G, PART I, LINE 2B, COLUMN (V) PATRICE CLAREMAN PROVIDES CONSULTATION REGARDING SOLICITATION AND ADMINISTRATIVE SUPPORT FOR THE ADVERTISING COUNCIL'S ANNUAL DINNER. SHE RECEIVED A BASE FEE OF $46,000, WITH $6,000 DUE ON SIGNING OF CONTRACT AND $10,000 DUE ON SEPTEMBER 1ST, OCTOBER 1ST, NOVEMBER 1ST AND DECEMBER 1ST. ADDITIONAL FEE OF $1,000 TO BE PAID IF THE GOAL IS REACHED, AS WELL AS $1,000 FOR EACH $100,000 RAISED ABOVE TARGET GOAL OF $ 3.9 MILLION. X X 1 1 X X X X X X 0 1 0 0 0 0 0 0 0 LISA SHERMAN PRESIDENT AND CEO 593184 0 157500 0 0 0 457250 0 40381 0 1248315 0 157500 0 JONATHAN FISH EXECUTIVE VP AND CFO 316176 0 56800 0 8967 0 166970 0 11613 0 560526 0 64300 0 BARBARA LESHINSKY EXECUTIVE VP 323670 0 82100 0 10581 0 185630 0 39233 0 641214 0 82100 0 PRISCILLA NATKINS EXECUTIVE VP 317847 0 74400 0 9822 0 157890 0 28318 0 588277 0 74400 0 PAULA VEALE EXECUTIVE VP 299030 0 72000 0 9057 0 149910 0 41848 0 571845 0 72000 0 ELIZABETH ELLARD EXECUTIVE VP 300648 0 67000 0 8147 0 168910 0 31678 0 576383 0 67000 0 HEIDI ARTHUR SENIOR VP 210890 0 38900 0 0 0 61849 0 629 0 312268 0 38900 0 KENNETH KROLL SENIOR VP 190740 0 26400 0 0 0 51965 0 23209 0 292314 0 28550 0 REGINA BRADLEY SENIOR VP 178861 0 37900 0 0 0 59783 0 21712 0 298256 0 37900 0 PETER DEMEE SENIOR VP 186138 0 29900 0 0 0 44223 0 4765 0 265026 0 29900 0 SARA WEISENTHAL SENIOR VP 169943 0 33750 0 0 0 45842 0 10240 0 259775 0 33750 0 MICHELLE HILLMAN SENIOR VP 171658 0 31500 0 0 0 53809 0 3057 0 260024 0 31500 0 KATE EMANUEL SENIOR VP 170584 0 30000 0 0 0 66380 0 22223 0 289187 0 30000 0 ANTHONY FOLENO SENIOR VP 181920 0 30875 0 0 0 46399 0 10118 0 269312 0 30875 0 DANIELLE LINET SENIOR VP 170864 0 34500 0 0 0 50182 0 34260 0 289806 0 34500 0 ANNE DEO SENIOR VP 135301 0 27100 0 0 0 47075 0 43615 0 253091 0 27100 0 JULIE MCKINNON SENIOR VP 130324 0 24500 0 0 0 0 0 31949 0 186773 0 24500 0 KIMBERLY HARBIN SENIOR VP 124945 0 17500 0 0 0 28296 0 8949 0 179690 0 18000 0 PEGGY CONLON SCH J PART III FORMER PRESIDENT AND CEO 0 0 189765 0 27717 0 0 0 1743 0 219225 0 189765 0 PART I, LINE 1A THE AD COUNCIL MAKES ANNUAL EMPLOYER CONTRIBUTIONS TO THE ORGANIZATION'S 403(B) RETIREMENT PLAN. THOSE AMOUNTS, IN EXCESS OF THE IRS RETIREMENT CONTRIBUTION LIMIT, ARE TRANSFERRED TO AN EXTERNAL ANNUITY AND ARE TAXABLE IN THE CALENDAR YEAR. FOR TAX YEAR 2016 THE FOLLOWING EMPLOYEES HAD EXCESS CONTRIBUTIONS PAID INTO AN ANNUITY (JON FISH, BARBARA LESHINSKY, PRISCILLA NATKINS, PAULA VEALE AND ELIZABETH ELLARD). THE AMOUNTS TRANSFERRED ARE LISTED IN PART II, COLUMN B(III) AND INCLUDE THE "GROSS UP" FOR TAXES. THIS WAS THE LAST TAX YEAR IN WHICH "GROSSING UP" WILL OCCUR. THE AD COUNCIL PROVIDED AN ANNUAL MEMBERSHIP TO A HEALTH CLUB IN THE AMOUNT OF $900 FOR EACH OF THE FOLLOWING EMPLOYEES: LISA SHERMAN, PRISCILLA NATKINS, AND BARBARA LESHINSKY. PART I, LINE 3 APPROXIMATELY EVERY TWO TO FOUR YEARS, THE AD COUNCIL HIRES AN INDEPENDENT CONSULTING FIRM TO CONDUCT A COMPREHENSIVE COMPENSATION STUDY. THE STUDY IS CONDUCTED TO ASSESS THE EXTERNAL COMPETITIVENESS OF THE AD COUNCIL'S CURRENT TOTAL PAY, DEVELOP COMPARABLE MARKET BASE SALARY AND TOTAL PAY SUMMARY STATISTICS AND AUDIT & RECOMMEND CHANGES TO THE AD COUNCIL'S EMPLOYEE INCENTIVE PLAN. THE MOST RECENT STUDY WAS PERFORMED IN AUGUST 2014. THE INFORMATION GATHERED FROM THESE STUDIES IS USED TO HELP INFORM THE DECISION-MAKING PROCESS OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE IS COMPRISED OF THE CHAIR OF THE BOARD, THE TWO VICE CHAIRS AND THE HEAD OF THE FINANCE COMMITTEE. THE COMMITTEE MEETS AT LEAST ANNUALLY TO REVIEW AND ESTABLISH THE TOTAL COMPENSATION PACKAGE (BASE SALARY AND INCENTIVE GOALS) FOR THE PRESIDENT & CEO AND EXECUTIVE VICE PRESIDENTS. THE COMMITTEE ALSO REVIEWS AND APPROVES THE TOTAL INCENTIVE PAYOUT FOR THE ENTIRE ORGANIZATION. THIS ENTIRE PROCESS IS CONTEMPORANEOUSLY DOCUMENTED IN MEETING MINUTES. FISCAL YEAR 2015 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 23, 2014. FISCAL YEAR 2016 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 18, 2015. FISCAL YEAR 2017 REVIEW WAS PERFORMED ON SEPTEMBER 8, 2016. OTHER KEY EMPLOYEES ARE ADDRESSED IN THE COMPENSATION STUDY AND THIS COMPARATIVE DATA IS USED AS A PART OF THE PROCESS WHERE THE CEO, CFO, HR AND DEPARTMENT HEADS REVIEW AND APPROVE THE COMPENSATION PACKAGE FOR EACH EMPLOYEE ANNUALLY. PART I, LINE 4B THE AD COUNCIL'S SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP") IS SPONSORED BY THE ADVERTISING COUNCIL, INC., A TAX-EXEMPT ENTITY UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THE PURPOSE OF THE PLAN IS TO OFFER ELIGIBLE EMPLOYEES OF THE EMPLOYER DEFERRED COMPENSATION BENEFITS UNDER CODE SECTION 457(F) TO SUPPLEMENT SUCH EMPLOYEES' RETIREMENT BENEFITS. THE PLAN IS INTENDED TO BE A TOP-HAT PLAN (I.E., AN UNFUNDED DEFERRED COMPENSATION PLAN MAINTAINED FOR CERTAIN MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES) PURSUANT TO SECTIONS 201(2), 301(A)(3) AND 401(A)(1) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"). DURING THE 2016 TAX YEAR, THE FOLLOWING OFFICERS AND KEY EMPLOYEES PARTICIPATED IN THE SERP PLAN AND RECEIVED CONTRIBUTIONS TOWARDS THEIR PLAN: LISA SHERMAN - $161,500 BARBARA LESHINSKY - $84,500 JON FISH - $82,500 ELIZABETH ELLARD - $86,500 PRISCILLA NATKINS - $73,000 PAULA VEALE - $57,500 PART II, LINE 19, COLUMN B (II) AND (III) PRESIDENT AND CEO PEGGY CONLON RETIRED ON DECEMBER 31, 2014. SHE WAS PARTIALLY EMPLOYED WITH THE AD COUNCIL DURING THE ORGANIZATION'S 2015 TAX YEAR. THE AMOUNT LISTED FOR PEGGY CONLON IN COLUMN B(II) REFLECTS THE PAYOUTS OF A PARTIAL YEAR INCENTIVE ($86,250) AND SERP-EQUIVALENT PAYOUT, IN THE FORM OF A TAXABLE BONUS, ($103,515) PAID DURING ORGANIZATION'S 2016 TAX YEAR. AN ADDITIONAL PAYOUT OF $27,717 REFLECTS A RETIREMENT FRINGE BENEFIT LISTED IN COLUMN B(III). PART II, COLUMN (C) AMOUNTS INCLUDED IN COLUMN C REFLECT BONUSES EARNED IN THE FISCAL YEAR BUT PAID OUT TWO AND A HALF MONTHS AFTER THE TAX YEAR ENDED. THEREFORE, THE AMOUNTS HAVE BEEN INCLUDED IN DEFERRED COMPENSATION AS REQUIRED BY THE FORM INSTRUCTIONS. THE NIELSEN COMPANY BOARD MEMBER LAURA NELSON IS CHIEF COMMUNICATIONS OFFICER AT NIELSEN CO. 417080 NIELSEN PROVIDED STANDARD AD MONITORING SERVICES 0 FORM 990, PART I, LINE 1 AS THE NATION'S LEADING PROVIDER OF PUBLIC SERVICE COMMUNICATIONS, THE AD COUNCIL CREATES CAMPAIGNS ON BEHALF OF NONPROFIT ORGANIZATIONS AND GOVERNMENT AGENCIES, TACKLING THE MOST PRESSING SOCIAL ISSUES OF THE DAY. WE RAISE AWARENESS AND INSPIRE ACTION ON DOZENS OF CRITICAL SOCIAL ISSUES, INCLUDING DISCRIMINATION, AUTISM, ADDICTION AND COLLEGE ACCESS. THROUGH OUR COMPELLING AND CUTTING-EDGE COMMUNICATIONS, WE CONNECT WITH AMERICANS TO INSPIRE, INFORM AND SAVE LIVES. FORM 990, PART III, LINE 1 THE AD COUNCIL'S MISSION IS TO IDENTIFY A SELECT NUMBER OF SIGNIFICANT PUBLIC ISSUES AND STIMULATE ACTION ON THOSE ISSUES THROUGH COMMUNICATIONS PROGRAMS THAT MAKE A MEASURABLE DIFFERENCE IN OUR SOCIETY. TO THAT END, THE AD COUNCIL MARSHALS VOLUNTEER TALENT FROM THE ADVERTISING AND COMMUNICATIONS INDUSTRIES, THE FACILITIES OF THE MEDIA, AND THE RESOURCES OF THE BUSINESS AND NON-PROFIT COMMUNITIES TO CREATE AWARENESS, FOSTER UNDERSTANDING AND MOTIVATE ACTION. FORM 990, PART VI, SECTION B, LINE 11 I) A COPY WAS PROVIDED TO THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS; II) THE 990 WAS PROVIDED ELECTRONICALLY; III) THE AD COUNCIL HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS AN ESTABLISHED REVIEW PROCESS TO ENSURE THE INFORMATION PROVIDED IS COMPREHENSIVE AND TRUTHFUL: THROUGHOUT THE YEAR, THE AUDIT COMMITTEE HAS OPPORTUNITIES TO DISCUSS AND COMMENT ON THE FORM 990 DURING THEIR REGULARLY SCHEDULED MEETINGS. PRIOR TO FILING THE FINAL DRAFT (ELECTRONIC VERSION) OF THE FORM 990 IT IS PROVIDED TO THE AUDIT COMMITTEE. FORM 990, PART VI, SECTION B, LINE 12C ALL BOARD MEMBERS, EMPLOYEES AND VOLUNTEERS RECEIVE THE CODE OF CONDUCT AND CONFLICT OF INTEREST POLICY AND ARE REQUIRED TO SIGN THE POLICY. A LOG IS MAINTAINED BOTH WITHIN THE DEVELOPMENT DEPARTMENT (FOR BOARD MEMBERS/VOLUNTEERS) AND WITHIN THE HR DEPARTMENT (FOR EMPLOYEES). AD COUNCIL REQUIRES THAT ANY MEMBER REPORT IN WRITING ANY CONFLICT OF INTEREST THAT ARISES IN THE FOLLOWING MANNER: (1) MEMBERS OF THE BOARD OF DIRECTORS SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE CHAIR OF THE BOARD; (2) EMPLOYEES SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE SENIOR VICE PRESIDENT, DIRECTOR OF HUMAN RESOURCES; AND (3) VOLUNTEERS SHALL DISCLOSE ANY CONFLICT OF INTEREST TO THE AD COUNCIL'S CEO OR CFO. THE EXISTENCE OF A POTENTIAL CONFLICT OF INTEREST DOES NOT NECESSARILY CONSTITUTE A VIOLATION OF THE CONFLICT OF INTEREST POLICY. THE POLICY REQUIRES DISCLOSURE AND REVIEW OF POTENTIAL CONFLICTS AND PROHIBITION OF ACTUAL CONFLICTS OF INTEREST. IN SOME CASES, DISCLOSURE MAY BE ALL THAT IS REQUIRED. IN OTHER CASES, THE SITUATION MAY REQUIRE ADDITIONAL ACTION TO AVOID AN ACTUAL CONFLICT OF INTEREST OR TO REMEDY ONE. WHERE A CONFLICT OF INTEREST ARISES, AN INTERESTED COVERED PARTY SHALL ABSTAIN FROM DELIBERATIONS AND REFRAIN FROM PARTICIPATING IN ANY DECISIONS OR VOTING IN CONNECTION WITH THE MATTER. THE CODE OF CONDUCT AND CONFLICT OF INTEREST POLICY IS REVIEWED ANNUALLY. THE POLICY WAS UPDATED FOR STAFF IN APRIL 2014 AND FOR THE BOARD IN OCTOBER 2014. THE UPDATED POLICY WAS DISTRIBUTED TO ALL EMPLOYEES AND BOARD MEMBERS/VOLUNTEERS TO BE REVIEWED AND SIGNED. FORM 990, PART VI, SECTION B, LINE 15 APPROXIMATELY EVERY TWO TO FOUR YEARS, THE AD COUNCIL HIRES AN INDEPENDENT CONSULTING FIRM TO CONDUCT A COMPREHENSIVE COMPENSATION STUDY. THE STUDY IS CONDUCTED TO ASSESS THE EXTERNAL COMPETITIVENESS OF THE AD COUNCIL'S CURRENT TOTAL PAY, DEVELOP COMPARABLE MARKET BASE SALARY AND TOTAL PAY SUMMARY STATISTICS AND AUDIT & RECOMMEND CHANGES TO THE AD COUNCIL'S EMPLOYEE INCENTIVE PLAN. THE MOST RECENT STUDY WAS PERFORMED IN AUGUST 2014. THE INFORMATION GATHERED FROM THESE STUDIES IS USED TO HELP INFORM THE DECISION MAKING PROCESS OF THE COMPENSATION COMMITTEE. THE COMPENSATION COMMITTEE IS COMPRISED OF THE CHAIR OF THE BOARD, THE TWO VICE CHAIRS AND THE HEAD OF THE FINANCE COMMITTEE. THE COMMITTEE MEETS AT LEAST ANNUALLY TO REVIEW AND ESTABLISH THE TOTAL COMPENSATION PACKAGE (BASE SALARY AND INCENTIVE GOALS) FOR THE PRESIDENT & CEO AND EXECUTIVE VICE PRESIDENTS. THE COMMITTEE ALSO REVIEWS AND APPROVES THE TOTAL INCENTIVE PAYOUT FOR THE ENTIRE ORGANIZATION. THIS ENTIRE PROCESS IS CONTEMPORANEOUSLY DOCUMENTED IN MEETING MINUTES. FISCAL YEAR 2015 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 23, 2014. FISCAL YEAR 2016 COMPENSATION REVIEW WAS PERFORMED ON SEPTEMBER 18, 2015. FISCAL YEAR 2017 REVIEW WAS PERFORMED ON SEPTEMBER 8, 2016. OTHER KEY EMPLOYEES ARE ADDRESSED IN THE COMPENSATION STUDY AND THIS COMPARATIVE DATA IS USED AS A PART OF THE PROCESS WHERE THE CEO, CFO, HR AND DEPARTMENT HEAD REVIEW AND APPROVE THE COMPENSATION PACKAGE FOR EACH EMPLOYEE ANNUALLY. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS (BY-LAWS) AND/OR CONFLICT OF INTEREST POLICY ARE AVAILABLE UPON REQUEST. THE FINANCIAL STATEMENTS CAN BE FOUND ON THE AD COUNCIL'S WEBSITE WWW.ADCOUNCIL.ORG. FORM 990, PART VII, SECTION A, LINE 185 PRESIDENT AND CEO PEGGY CONLON RETIRED ON DECEMBER 31, 2014. SHE WAS PARTIALLY EMPLOYED WITH THE AD COUNCIL DURING THE ORGANIZATION'S 2015 TAX YEAR. THE AMOUNT LISTED FOR PEGGY CONLON IN COLUMN D REFLECTS THE PAYOUTS OF A PARTIAL YEAR INCENTIVE ($86,250), A SERP-EQUIVALENT PAYOUT IN THE FORM OF A TAXABLE BONUS ($103,515) AND A RETIREMENT FRINGE BENEFIT PAYOUT ($27,717) ALL PAID DURING ORGANIZATION'S 2016 TAX YEAR. FORM 990, PART XI, LINE 9: ACTUARIAL CHANGE IN POST RETIREMENT OBLIGATIONS -22,596. PRIOR YEAR BAD DEBTS COLLECTED IN CURRENT YEAR -32,430. FORM 990, PART XI, LINE 2C: THE AD COUNCIL HAS AN AUDIT COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS AND FOR THE SELECTION OF THE INDEPENDENT AUDITORS. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. FORM 990, PART I, LINE 6: BOARD = 167 CHAIR EMERITUS & HONORARY MEMBERS = 41 CRC COMMITTEE = 35 ADVISORY COMMITTEE = 30 FINANCE COMMITTEE = 6 AUDIT COMMITTEE = 1 SOCIAL IMPACT COUNCIL = 13 USER EXPERIENCE COMMITTEE = 20 LEADERSHIP COMMITTEE = 73 RESEARCH COMMITTEE = 23 TOTAL = 409 FORM 990, PART VIII, LINE 8C AND FORM 990, SCHEDULE G, PART II, LINE 11: EACH NOVEMBER THE AD COUNCIL HOLDS THE PUBLIC SERVICE AWARD DINNER. CONTRIBUTIONS FROM THIS EVENT ARE REPORTED ON PART VIII, LINE 1C OF THE FORM 990 AS $3,929,035. AS MANY EVENT ATTENDEES PAY MORE THAN THE RETAIL VALUE OF THE ACTUAL DINNER AN OVERALL GAIN OF $3,478,328 IS REALIZED VS. THE EVENT GAIN OF $337,875 AS REPORTED ON SCHEDULE G PART II. ALSO IN FISCAL 2016 THE AD COUNCIL HELD AN ONLINE AUCTION. TOTAL CONTRIBUTIONS WERE $48,582 WHICH WERE ALSO INCLUDED ON PART VIII, LINE 1C OF FORM 990. AUCTION EXPENSES TOTALED $10,647. FORM 990, PART IV, LINE 28C AND FORM 990, PART VI, LINE 2: THE AD COUNCIL'S BUSINESS MODEL INCLUDES THE SERVICES OF A PRO BONO ADVERTISING AGENCY FOR EACH OF THE PUBLIC SERVICE ANNOUNCEMENT CAMPAIGNS ("CAMPAIGNS") THAT THE AD COUNCIL CREATES AND DISTRIBUTES FOR ITS GOVERNMENT AND NON-PROFIT CLIENTS. AMONGST THESE VOLUNTEER AD AGENCIES ARE SEVERAL AGENCIES THAT HAVE OFFICERS WHO ALSO SIT ON THE AD COUNCIL BOARD. THE PRO BONO ADVERTISING AGENCIES ARE APPROVED BY THE CLIENT PRIOR TO THEIR SELECTION. THESE AGENCIES DONATE THEIR LABOR TO THE CAMPAIGN; WITH THE EXCEPTION OF CERTAIN PRE-AUTHORIZED SPECIALIZED TASKS WHICH ARE OFFERED AT SIGNIFICANTLY DISCOUNTED RATES. THE AD COUNCIL AND ITS CLIENTS PAY FOR PRE-APPROVED OUT OF POCKET COSTS INCURRED IN THE COURSE OF PERFORMANCE FOR THESE SPECIFIC CAMPAIGNS. THESE REIMBURSED COSTS INCLUDE PHYSICAL PRODUCTION, TRAVEL, THIRD PARTY RESEARCH, TELEPHONE, POSTAGE AND CERTAIN OTHER COSTS OF CREATING, PRODUCING, AND DISTRIBUTING THESE CAMPAIGNS. ADDITIONALLY, THE AD COUNCIL UTILIZES THE SERVICES OF SPECIALIZED VENDORS FOR THE CAMPAIGNS THAT OFTEN PROVIDE DISCOUNTED AND NONPROFIT RATES TO THE AD COUNCIL. AMONGST THESE SPECIALIZED VENDORS ARE SEVERAL BUSINESSES THAT HAVE OFFICERS WHO ALSO SIT ON THE AD COUNCIL BOARD. THE AD COUNCIL ALSO HAS SEVERAL REGIONAL EMPLOYEES WHO WORK OUT OF DONATED OFFICE SPACE FROM COMPANIES THAT HAVE OFFICERS WHO SIT ON THE AD COUNCIL BOARD. THESE COSTS ARE ACCOUNTED FOR AS DONATED USE OF FACILITIES.