2017-02-03T08:09:24-06:00 2016-09-30 861065772 DELOITTE TAX LLP 7900 TYSONS ONE PLACE SUITE 800 MCLEAN VA 22102 990 2015-10-01 521042433 MUNICIPAL SECURITIES RULEMAKING BOARD MUNI 2028381500 1300 I STREET NW NO 1000 WASHINGTON DC 20005 LYNNETTE KELLY EXECUTIVE DIRECTOR 2028381500 2017-01-30 1 JOHN W SADOFF JR P00540589 7032511000 2017-01-30 2015 2021-01-29 14:40:06Z LYNNETTE KELLY 1300 I STREET NW NO 1000 WASHINGTON DC 20005 35340191 0 X WWW.MSRB.ORG X 1975 VA MSRB'S MISSION IS TO PROMOTE A FAIR AND EFFICIENT MUNICIPAL SECURITIES MARKET. 21 21 129 0 0 0 36108884 31011375 4700257 3809759 390556 513134 0 0 41199697 35334268 0 0 0 0 17690553 19490795 0 0 0 14511054 16096375 32201607 35587170 8998090 -252902 74829468 79547955 5314474 10233151 69514994 69314804 X SEE SCHEDULE OTHE MISSION OF THE MSRB IS TO PROTECT INVESTORS, STATE AND LOCAL GOVERNMENT ISSUERS, OTHER MUNICIPAL ENTITIES, AND THE PUBLIC INTEREST BY PROMOTING A FAIR AND EFFICIENT MUNICIPAL MARKET THROUGH:1. THE ESTABLISHMENT OF RULES FOR DEALERS AND MUNICIPAL ADVISORS,2. THE COLLECTION AND DISSEMINATION OF MARKET INFORMATION, AND3. MARKET LEADERSHIP, OUTREACH AND EDUCATION. 0 0 ESTABLISHING REGULATIONS FOR MUNICIPAL ADVISORS AND DEALERS: SEE SCHEDULE OESTABLISHING REGULATIONS FOR MUNICIPAL ADVISORS AND DEALERS: THE MSRB WAS CREATED BY CONGRESS TO REGULATE SECURITIES FIRMS, BANKS AND MUNICIPAL ADVISORS THAT ENGAGE IN MUNICIPAL SECURITIES AND MUNICIPAL ADVISORY ACTIVITIES (COLLECTIVELY "REGULATED ENTITIES") WITH THE GOAL OF PROTECTING INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. MSRB RULES SEEK TO PREVENT MANIPULATION AND FRAUD IN THE MUNICIPAL MARKET, PROMOTE FAIR AND EFFICIENT TRANSACTIONS, AND SUPPORT A FREE AND OPEN MARKET IN MUNICIPAL SECURITIES AND MUNICIPAL FINANCIAL PRODUCTS. MSRB RULES GENERALLY ARE DEVELOPED WITH EXTENSIVE INPUT FROM THE PUBLIC AND THE MUNICIPAL SECURITIES INDUSTRY, WITH AN ECONOMIC ANALYSIS TO ENHANCE THE EFFECTIVENESS AND EFFICIENCY OF THE MSRB'S RULEMAKING, AND TO MEET THE APPROVAL STANDARDS OF THE SECURITIES AND EXCHANGE COMMISSION (SEC). ONCE DEVELOPED, ALL MSRB RULES MUST BE APPROVED BY THE SEC PRIOR TO EFFECTIVENESS, UNLESS OTHERWISE ALLOWED BY LAW. IN ADDITION, THE MSRB'S ACTIVITIES ARE SUBJECT TO THE GENERAL OVERSIGHT OF THE SEC. THE MSRB DOES NOT ENFORCE ITS RULES BUT FOLLOWS ESTABLISHED PROCEDURES FOR COORDINATING COOPERATIVELY WITH ENFORCEMENT AGENCIES CHARGED WITH ENFORCING MSRB RULES. THE MSRB ALSO OPERATES PROGRAMS THAT SUPPORT THE QUALIFICATION OF PROFESSIONALS EMPLOYED BY REGULATED ENTITIES.CURRENT AND HISTORICAL INFORMATION REGARDING THE MSRB'S RULES AND RULEMAKING-INCLUDING RULE INTERPRETATIONS, REQUESTS FOR COMMENT, NOTICES TO REGULATED ENTITIES AND RULE FILINGS SUBMITTED TO THE SEC-IS DISPLAYED ON THE MSRB'S CORPORATE WEBSITE, AT WWW.MSRB.ORG.REGULATORY HIGHLIGHTS THAT OCCURRED DURING FY 2016 INCLUDE: MUNICIPAL ADVISOR-RELATED ACTIVITY* RULES APPROVED - CORE STANDARDS OF CONDUCT REQUIREMENTS (MSRB RULE G-42) - AMENDMENTS TO REGULATIONS ON GIFTS, GRATUITIES AND NON-CASH COMPENSATION (MSRB RULE G-20 AND RELATED AMENDMENTS TO MSRB RULE G-8) - AMENDMENTS TO POLITICAL CONTRIBUTIONS REGULATIONS (MSRB RULE G-37)* RULES ADVANCED- CONTINUING EDUCATION REQUIREMENTS (MSRB RULE G-3)* OTHER ACTIVITY - LAUNCHED PERMANENT MUNICIPAL ADVISOR REPRESENTATIVE QUALIFICATION EXAM (SERIES 50) - PUBLISHED FIRST COMPLIANCE ADVISORY FOR MUNICIPAL ADVISORS- SOUGHT PUBLIC COMMENT ON POTENTIAL RULEMAKING TO IMPROVE TRANSPARENCY FOR DIRECT PURCHASES AND BANK LOANSDEALER-RELATED ACTIVITY* RULES APPROVED - SHORTENED TIMEFRAME FOR RESOLUTION OF OPEN INTER-DEALER TRANSACTIONS (MSRB RULE G-12)- FACILITATED INDUSTRY SHIFT TO TWO-DAY SETTLEMENT CYCLE (MSRB RULES G-12 AND G-15)- MODERNIZED MATHEMATICAL FORMULA FOR CALCULATION OF DOLLAR PRICE OF INTEREST-BEARING MUNICIPAL SECURITIES WITH PERIODIC INTEREST PAYMENTS (MSRB RULE G-33)* RULES ADVANCED - DISCLOSURE OF DEALER COMPENSATION ON CUSTOMER CONFIRMATIONS (MSRB RULE G-15)- POLICIES GOVERNING DEALER DETERMINATIONS OF THE PREVAILING MARKET PRICE OF A SECURITY FOR FAIR-PRICING AND OTHER PURPOSES (MSRB RULE G-30)- MODERNIZATION OF PROCESS OF HANDLING CUSTOMER COMPLAINTS (MSRB RULE G-10)- CLARIFICATION OF MINIMUM DENOMINATION REGULATIONS (MSRB RULE G-15 AND DRAFT NEW RULE G-49)* OTHER ACTIVITY- PROVIDED IMPLEMENTATION GUIDANCE TO FACILITATE COMPLIANCE WITH NEW BEST-EXECUTION STANDARD FOR MUNICIPAL MARKET TRANSACTIONS (MSRB RULE G-18)- ISSUED INTERPRETIVE GUIDANCE ON APPLICATION OF MSRB INVESTOR PROTECTION RULES TO ACHIEVING A BETTER LIFE EXPERIENCE (ABLE) PROGRAMS - PUBLISHED 2016 COMPLIANCE ADVISORY FOR DEALERSADMINISTRATIVE ACTIVITY* RULES ADOPTED- LENGTHENED TERM OF SERVICE ON MSRB BOARD OF DIRECTORS TO FOUR YEARS (MSRB RULE A-3) COLLECTING AND DISSEMINATING MARKET INFORMATION: SEE SCHEDULE OCOLLECTING AND DISSEMINATING MARKET INFORMATION: THE MSRB COLLECTS MUNICIPAL MARKET DOCUMENTS AND DATA FROM REGULATED ENTITIES, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND/OR THEIR AGENTS AND MAKES THE INFORMATION PUBLICLY AVAILABLE. THE COLLECTION AND DISSEMINATION OF THIS INFORMATION SERVES A CRITICAL ROLE IN PRESERVING FAIRNESS AND EFFICIENCY OF THE MUNICIPAL MARKET. THE MSRB ENSURES THAT THE MARKET OPERATES TRANSPARENTLY AND EFFICIENTLY BY REDISSEMINATING THIS INFORMATION TO MUNICIPAL MARKET PARTICIPANTS, AND TO REGULATORS CHARGED WITH EXAMINING FOR COMPLIANCE WITH AND ENFORCING MSRB RULES, AND OTHER REGULATORY AND POLICYMAKING BODIES.UNDER ITS RULEMAKING AUTHORITY, THE MSRB HAS ESTABLISHED "INFORMATION FACILITIES" THAT PROVIDE THE LEGAL FOUNDATION FOR THE COLLECTION AND DISSEMINATION OF MUNICIPAL MARKET INFORMATION. THESE FACILITIES PROVIDE THE MSRB WITH THE AUTHORITY TO COLLECT MUNICIPAL TRANSACTION PRICES (WITH RESPECT TO CUSTOMER AND INTER-DEALER TRANSACTIONS IN MUNICIPAL SECURITIES); OFFICIAL STATEMENTS, PRELIMINARY OFFICIAL STATEMENTS, AND ADVANCE REFUNDING DOCUMENTS (IN CONNECTION WITH NEW ISSUES OF MUNICIPAL SECURITIES); CONTINUING DISCLOSURE DOCUMENTS (IN CONNECTION WITH OUTSTANDING ISSUES OF MUNICIPAL SECURITIES); INTEREST RATE INFORMATION AND RELATED DOCUMENTATION FOR CERTAIN SHORT-TERM OBLIGATIONS (IN CONNECTION WITH OUTSTANDING VARIABLE RATE DEMAND OBLIGATIONS AND AUCTION RATE SECURITIES); AND INFORMATION REGARDING BUSINESS UNDERTAKEN BY, AND CERTAIN POLITICAL CONTRIBUTIONS MADE BY, DEALERS AND MUNICIPAL ADVISORS OR THEIR PROFESSIONALS AND CERTAIN RELATED POLITICAL ACTION COMMITTEES (IN CONNECTION WITH THE MSRB'S PAY-TO-PLAY RULE). THE MSRB PROVIDES MOST OF THIS INFORMATION TO THE PUBLIC, FREE OF CHARGE, ON ITS ELECTRONIC MUNICIPAL MARKET ACCESS (EMMA) WEBSITE AT EMMA.MSRB.ORG. IN ADDITION, ACCESS TO MOST INFORMATION COLLECTED BY THE MSRB IS AVAILABLE TO SUBSCRIBERS THROUGH PAID AUTOMATED SUBSCRIPTION SERVICES. AS OF THE END OF FY 2016, THE MSRB OFFERED FIVE PRINCIPAL DATA PRODUCTS WITH APPROXIMATELY 161 ACTIVE SUBSCRIPTION AGREEMENTS.DURING FY 2016, THE MSRB MADE ENHANCEMENTS TO MARKET INFORMATION PROVIDED ON EMMA THAT INCLUDE: - ADDITIONAL POST-TRADE TRANSPARENCY INFORMATION, INCLUDING NEW INDICATORS FOR TRANSACTIONS INVOLVING ALTERNATIVE TRADING SYSTEMS, NON-TRANSACTION-BASED COMPENSATION AND OTHER SPECIAL CONDITIONS ON EMMA (MSRB RULE G-14)- FREE ECONOMIC CALENDAR ON EMMA TO DISPLAY UPCOMING ECONOMIC REPORTS AND EVENTS THAT MAY HAVE AN IMPACT ON THE MUNICIPAL MARKET- OFFERING DOCUMENTS FOR ABLE PROGRAMS MADE AVAILABLE ON EMMA THROUGH VOLUNTARY SUBMISSIONS BY STATES AND PER MSRB REGULATIONS BY MUNICIPAL SECURITIES DEALERS - STREAMLINED PROCESS BY WHICH MUNICIPAL SECURITIES ISSUERS VOLUNTARILY SUBMIT BANK LOAN DISCLOSURES AND MADE THESE DISCLOSURES EASIER TO FIND FOR INVESTORSTHE MSRB MADE SIGNIFICANT PROGRESS ON A LONG-TERM EFFORT TO REENGINEER ITS REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) TO PREPARE FOR PARALLEL PROCESSING DURING FY 2017.THE MSRB ALSO FACILITATED ACADEMIC RESEARCH INTO THE MUNICIPAL MARKET BY MAKING TRADE DATA FREELY AVAILABLE TO ACADEMIC INSTITUTIONS THROUGH THE WHARTON RESEARCH DATA SERVICES (WRDS) PLATFORM AND ADVANCING A PLAN TO CREATE A NEW ACADEMIC HISTORICAL TRANSACTION DATA PRODUCT THAT WILL ENABLE ACADEMICS TO DISTINGUISH TRANSACTIONS EXECUTED BY DIFFERENT DEALERS. ADDITIONALLY, DURING FY 2016, THE MSRB IMPLEMENTED ALL REQUIRED POLICIES AND PROCEDURES TO ENSURE READINESS TO COMPLY WITH THE SEC REGULATION SYSTEMS COMPLIANCE AND INTEGRITY RULES (REGULATION SCI) AND CONDUCTED INDUSTRY-WIDE BUSINESS CONTINUITY TESTING. ENGAGING IN EDUCATION, OUTREACH AND MARKET LEADERSHIP: SEE SCHEDULE OENGAGING IN EDUCATION, OUTREACH AND MARKET LEADERSHIP: THE MSRB ENGAGES WITH MUNICIPAL MARKET PARTICIPANTS, REGULATORS AND POLICY MAKERS TO BUILD UNDERSTANDING OF THE MUNICIPAL MARKET AND TO PROMOTE PRACTICES AND POLICIES, AS WELL AS PROBLEM-SOLVING, THAT PROTECT INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST. THE MSRB ALSO ENGAGES IN EDUCATION AND OUTREACH ACTIVITIES TO SUPPORT THE UNDERSTANDING OF THE MUNICIPAL MARKET AND TO HELP FURTHER PROTECT INVESTORS, MUNICIPAL ENTITIES, OBLIGATED PERSONS AND THE PUBLIC INTEREST.DURING FY 2016, HIGHLIGHTS IN THIS AREA INCLUDE: - INCREASED AVAILABILITY OF QUALITY MUNICIPAL SECURITIES MARKET EDUCATION WITH THE LAUNCH OF MUNIEDPRO, A SUITE OF INTERACTIVE, ONLINE COURSES ABOUT MARKET ACTIVITIES AND MSRB RULES;- ENHANCED DELIVERY OF FREE MUNICIPAL MARKET EDUCATION THROUGH A NEW ON-DEMAND WEBINAR PORTAL ON THE MSRB WEBSITE;- EARNED DESIGNATION AS A REGISTERED SPONSOR OF CPE IN ACCORDANCE WITH THE REQUIREMENTS OF THE NATIONAL ASSOCIATION OF STATE BOARDS OF ACCOUNTANCY (NASBA);- SUPPORTED UNDERSTANDING OF MUNICIPAL ADVISOR REGULATIONS BY PUBLISHING SUPPORTING EDUCATIONAL CONTENT AND OFFERING TWELVE TARGETED WEBINARS;- PRODUCED EDUCATIONAL MATERIALS FOR INVESTORS AND ISSUERS ON TOPICS SUCH AS WAYS TO BUY BONDS AND WHAT TO EXPECT FROM A MUNICIPAL ADVISOR;- PARTICIPATED IN 92 INDUSTRY EVENTS TO AN AUDIENCE OF APPROXIMATELY 13,000 MARKET PARTICIPANTS ON TOPICS SUCH AS CONTINUING DISCLOSURE COMPLIANCE AND WHAT TO EXPECT FROM MUNICIPAL FINANCE PROFESSIONALS;- HOSTED THE SEMI-ANNUAL MSRB INDUSTRY ROUNDTABLE, CONSISTENT WITH THE MSRB'S ROLE AS A FACILITATOR OF MARKET-WIDE DISCUSSIONS ABOUT IMPORTANT ISSUES;- CONDUCTED THE BIENNIAL REGULATOR SUMMIT WITH THE AGENCIES THAT SHARE RESPONSIBILITY FOR EXAMINING FOR COMPLIANCE WITH AND ENFORCING MSRB RULES; - COORDINATED WITH SEC AND FINRA TO DELIVER MUNICIPAL ADVISOR TRAINING FOR EXAMINERS TO A TOTAL OF 660 ATTENDEES AT THE VARIOUS TRAINING EVENTS;- PARTNERED WITH MUNICIPAL FORUM OF NEW YORK TO HOST MUNICIPAL FINANCE DAY IN WASHINGTON, DC FOR HIGH SCHOOL GRADUATES PARTICIPATING IN URBAN LEADERSHIP FELLOWS PROGRAM;- PUBLISHED TWO OP-EDS ON KEY MARKET LEADERSHIP ISSUES: IMPROVING TRANSPARENCY OF BANK LOANS AND ADDRESSING PAY-TO-PLAY PRACTICES IN THE MUNICIPAL ADVISORY BUSINESS;- SENT LETTER TO CONGRESSIONAL TASK FORCE ON ECONOMIC GROWTH IN PUERTO RICO OUTLINING A SET OF PRINCIPLES FOR CONSIDERATION BY PUERTO RICO ISSUERS SEEKING TO ENHANCE INVESTOR CONFIDENCE;- SENT A LETTER TO CONGRESS ON MSRB ACTIVITIES RELATED TO DODD-FRANK; AND- TESTIFIED BEFORE CONGRESS ON THE MSRB'S PRIORITIES FOR FY 2017. 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 1 59 0 1 129 1 0 0 0 0 0 0 0 X 21 21 0 0 1 0 0 0 1 1 1 0 0 1 1 1 1 1 1 1 0 0 X X BONNIE MOYNIHAN 2028381500 1300 I STREET NW SUITE 1000 WASHINGTON DC 20005 ANDREW SANFORD DIRECTOR 4.00 X 12350 0 0 ARTHUR MILLER DIRECTOR 4.00 X 46550 0 0 BRIAN L WYNNE DIRECTOR 4.00 X 46550 0 0 CHRISTOPHER M RYON DIRECTOR 4.00 X 45000 0 0 DALE TURNIPSEED DIRECTOR 4.00 X 12350 0 0 DALL FORSYTHE DIRECTOR 5.00 X 46724 0 0 EDWARD TISHELMAN DIRECTOR 4.00 X 4977 0 0 GARY HALL DIRECTOR 4.00 X 45300 0 0 JAMES D MCKINNEY DIRECTOR 4.00 X 45000 0 0 LAKSHMI KOMMI DIRECTOR 4.00 X 45300 0 0 LUCY HOOPER DIRECTOR 4.00 X 45000 0 0 MARCY EDWARDS DIRECTOR 5.00 X 42300 0 0 MARK KIM DIRECTOR 4.00 X 12350 0 0 PATRICK SWEENEY DIRECTOR 4.00 X 7373 0 0 RENEE BOICOURT DIRECTOR 4.00 X 12350 0 0 RICHARD FROEHLICH DIRECTOR 4.00 X 45300 0 0 RICHARD K ELLIS DIRECTOR 4.00 X 46100 0 0 RITA SALLIS DIRECTOR 4.00 X 45300 0 0 ROBERT P COCHRUN DIRECTOR 4.00 X 45000 0 0 RONALD DIECKMAN DIRECTOR 4.00 X 12050 0 0 STEVE APFELBACHER DIRECTOR 4.00 X 45300 0 0 COLLEEN WOODELL DIRECTOR, BOARD VICE CHAIR 4.00 X X 52500 0 0 NATHANIEL SINGER DIRECTOR, BOARD CHAIR 6.00 X X 57800 0 0 AMYTIS G RAMOS ASSISTANT SECRETARY 40.00 X 89345 0 48440 ELIZABETH A WOLFE TREASURER AND CFO 40.00 X 450721 0 49583 LYNNETTE KELLY EXECUTIVE DIRECTOR 40.00 X 1207958 0 176219 NANETTE D LAWSON DEPUTY CFO 40.00 X 171672 0 47296 RONALD W SMITH CORPORATE SECRETARY 40.00 X 199370 0 29971 SARA MAJROH ASSISTANT SECRETARY 40.00 X 134754 0 21313 ALAN MORISATO CHIEF OPS & TECH OFFR 40.00 X 457029 0 33573 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 40.00 X 471591 0 61639 ROBERT FIPPINGER CHIEF LEGAL OFFICER 40.00 X 524097 0 36134 GAIL MARSHALL ASSOC GC - ENFORCEMENT 40.00 X 238998 0 29300 JENNIFER A GALLOWAY CHIEF COMMUNICATIONS OFFICER 40.00 X 283545 0 42794 MICHAEL POST GEN COUNSEL - REG AFFAIRS 40.00 X 467854 0 35090 RITTA MCLAUGHLIN CHIEF EDUCATION OFFICER 40.00 X 342352 0 38773 SHARON K ZACKULA ASSOCIATE GENERAL COUNSEL 40.00 X 223313 0 27697 CRAIG A NOBLE DIRECTOR 4.00 X 37500 0 0 KYM S ARNONE DIRECTOR, BOARD CHAIR 10.00 X 60000 0 0 LAWRENCE P SANDOR DEPUTY GENERAL COUNSEL 40.00 X 135413 0 16990 MARIANNE F EDMONDS DIRECTOR 4.00 X 33750 0 0 ROBIN L WIESSMANN DIRECTOR 4.00 X 33750 0 0 W BARTLEY HILDRETH DIRECTOR 4.00 X 33750 0 0 6415586 0 694812 55 1 1 0 C C PACE SYSTEMS INC 4100 MONUMENT CORNER DRIVE SUITE 4 FAIRFAX VA 22030 SOFTWARE DEVELOPMENT 1694010 SUTHERLAND GLOBAL SERVICES 1160 PITTSFORD-VICTOR ROAD PITTSFORD NY 14534 CALL CENTER 315404 LOGICBOOST INC 1101 17TH STREET NW SUITE 1102 WASHINGTON DC 20036 SOFTWARE DEVELOPMENT 253640 GREENBERG TRAURIG LLP 2101 L STREET NW SUITE 1000 WASHINGTON DC 20037 LEGAL SERVICES 157163 NOETIC PARTNERS INC 445 PARK AVENUE 9TH FLOOR NEW YORK NY 10022 DATABASE SUPPORT 146125 5 31011375 31011375 DATA SUBSCRIPTIONS 900099 1833931 1833931 RULE VIOLATION FINE REVENUE 900099 1219081 1219081 PROF QUALIFICATION EXAM FEES 900099 493645 493645 OTHER INCOME 900099 263102 263102 3809759 488316 488316 30741 5923 24818 24818 24818 35334268 4322893 0 0 4980451 11540476 810668 1287394 871806 426119 184807 2542717 780491 2006783 2709783 556951 344275 4215115 210049 ELECTRONIC INFO FEE 1306097 DUES, REGIST. & TRAININ 249118 PROPERTY & OTHER TAXES 203104 TEMP AGENCY STAFF 95340 265626 35587170 668600 631066 712414 3121200 5815028 6077791 1740081 1026330 41210412 28636318 7967085 12574094 57926260 56117474 0 0 74829468 79547955 2337680 3941300 273419 278210 2703375 6013641 5314474 10233151 X 69514994 69314804 69514994 69314804 74829468 79547955 -252902 52712 0 X 0 1 X 1 0 0 0 0 31011375 42194 42194 42194 4033851 263276 3770575 4973274 2686844 2286430 32203287 25686198 6517089 12574094 DEFERRED RENT 5872836 DEFERRED COMPENSATION 140805 6013641 X 35386980 52712 52712 35334268 0 35334268 35587170 0 35587170 0 35587170 PART X, LINE 2: THE MSRB ADDRESSES UNCERTAIN TAX POSITIONS IN ACCORDANCE WITH ASC TOPIC 740, INCOME TAXES, WHICH PROVIDES GUIDANCE FOR HOW UNCERTAIN TAX POSITIONS SHOULD BE RECOGNIZED, MEASURED, PRESENTED AND DISCLOSED IN FINANCIAL STATEMENTS. DURING THE YEARS FROM 2013 TO 2016, WHICH REPRESENT THE YEARS MANAGEMENT CONSIDERS TO BE OPEN FOR EXAMINATION BY TAXING AUTHORITIES, MANAGEMENT DID NOT IDENTIFY THE EXISTENCE OF ANY UNCERTAIN TAX POSITION. X X 1 1 X X X X X X 0 1 0 ELIZABETH A WOLFE TREASURER AND CFO 380543 0 43890 0 26288 0 26799 0 22784 0 500304 0 0 0 LYNNETTE KELLY EXECUTIVE DIRECTOR 734894 0 444440 0 28624 0 143492 0 32727 0 1384177 0 0 0 NANETTE D LAWSON DEPUTY CFO 161172 0 10500 0 0 0 12167 0 35129 0 218968 0 0 0 RONALD W SMITH CORPORATE SECRETARY 196870 0 2500 0 0 0 17244 0 12727 0 229341 0 0 0 SARA MAJROH ASSISTANT SECRETARY 121254 0 13500 0 0 0 10524 0 10789 0 156067 0 0 0 ALAN MORISATO CHIEF OPS & TECH OFFR 369823 0 35050 0 52156 0 30338 0 3235 0 490602 0 0 0 JOHN A BAGLEY CHIEF MARKET STRUCTURE OFFICER 417091 0 54500 0 0 0 25173 0 36466 0 533230 0 0 0 ROBERT FIPPINGER CHIEF LEGAL OFFICER 448461 0 70000 0 5636 0 18550 0 17584 0 560231 0 0 0 GAIL MARSHALL ASSOC GC - ENFORCEMENT 210998 0 28000 0 0 0 12056 0 17244 0 268298 0 0 0 JENNIFER A GALLOWAY CHIEF COMMUNICATIONS OFFICER 252995 0 30550 0 0 0 22350 0 20444 0 326339 0 0 0 MICHAEL POST GEN COUNSEL - REG AFFAIRS 377372 0 35150 0 55332 0 25668 0 9422 0 502944 0 0 0 RITTA MCLAUGHLIN CHIEF EDUCATION OFFICER 305450 0 36902 0 0 0 22811 0 15962 0 381125 0 0 0 SHARON K ZACKULA ASSOCIATE GENERAL COUNSEL 200813 0 22500 0 0 0 14278 0 13419 0 251010 0 0 0 CRAIG A NOBLE DIRECTOR 37500 0 0 0 0 0 0 0 0 0 37500 0 0 0 KYM S ARNONE DIRECTOR, BOARD CHAIR 60000 0 0 0 0 0 0 0 0 0 60000 0 0 0 LAWRENCE P SANDOR DEPUTY GENERAL COUNSEL 134937 0 0 0 476 0 15639 0 1351 0 152403 0 0 0 MARIANNE F EDMONDS DIRECTOR 33750 0 0 0 0 0 0 0 0 0 33750 0 0 0 ROBIN L WIESSMANN DIRECTOR 33750 0 0 0 0 0 0 0 0 0 33750 0 0 0 W BARTLEY HILDRETH DIRECTOR 33750 0 0 0 0 0 0 0 0 0 33750 0 0 0 PART I, LINE 1A THE MSRB REIMBURSES BOARD MEMBERS AND THE EXECUTIVE DIRECTOR FOR THE COST OF COACH CLASS AIR TRAVEL FOR FLIGHTS OF 3 HOURS OR LESS IN TOTAL ONE-WAY TRIP DURATION. FOR AIR TRAVEL MORE THAN 3 HOURS IN TOTAL ONE-WAY TRIP DURATION, THE MSRB REIMBURSES BOARD MEMBERS AND THE EXECUTIVE DIRECTOR FOR THE USE OF BUSINESS CLASS WHEN AVAILABLE, OR IF ONLY TWO CLASSES OF SERVICE ARE OFFERED, FIRST CLASS. BOARD MEMBERS AND THE EXECUTIVE DIRECTOR ARE REIMBURSED THE COSTS OF BUSINESS CLASS RAIL FARES. THE MSRB HAS DETERMINED THIS MEETS THE BUSINESS REQUIREMENT STANDARD FOR NOT TREATING THE BENEFIT AS COMPENSATORY ON THE FORM W-2 OR 1099. GROSS-UP PAYMENTS ARE PROVIDED TO THE EXECUTIVE DIRECTOR FOR A TAXABLE SUPPLEMENTAL LIFE INSURANCE POLICY AND LONG-TERM DISABILITY COVERAGE. PART I, LINE 4B LYNNETTE KELLY, EXECUTIVE DIRECTOR PARTICIPATED IN A 457(F) SUPPLEMENTAL NONQUALIFIED RETIREMENT PLAN. A CONTRIBUTION OF $105,000 WAS MADE; A DISTRIBUTION OF $317,107 WAS PROVIDED. FORM 990, PART VI, SECTION A, LINE 4 THE ARTICLES OF INCORPORATION AND BY-LAWS WERE AMENDED TO LENGTHEN THE TERM OF SERVICE FOR MEMBERS OF THE MSRB BOARD OF DIRECTORS TO FOUR YEARS FROM THREE YEARS AND TO MODIFY THE BOARD OF DIRECTORS MEMBER CLASS STRUCTURE. FORM 990, PART VI, SECTION A, LINE 7B ALL PROPOSED RULE CHANGES ADOPTED BY THE BOARD OF DIRECTORS OF THE MSRB ARE SUBJECT TO THE FILING AND APPROVAL OR REVIEW REQUIREMENTS BY THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 19(B) OF THE SECURITIES EXCHANGE ACT OF 1934. FORM 990, PART VI, SECTION B, LINE 11 THE BOARD OF DIRECTORS OF THE MSRB HAS AN AUDIT COMMITTEE THAT IS CHARGED WITH REVIEWING WITH MANAGEMENT THE ORGANIZATION'S COMPLETED FORM ANNUALLY PRIOR TO THE FILING OF SUCH FORM AND REPORTING ANY FINDINGS OR CONCLUSIONS TO THE BOARD OF DIRECTORS IN CONNECTION WITH THE BOARD'S REVIEW OF SUCH FORM. THE AUDIT COMMITTEE CONDUCTED ITS REVIEW ON 01/24/2017 AND THE BOARD OF DIRECTORS CONDUCTED ITS REVIEW ON 01/25/2017. FORM 990, PART VI, SECTION B, LINE 12C THE MSRB MAINTAINS FOR ITS BOARD OF DIRECTORS AND ITS STAFF: A CODE OF ETHICS AND BUSINESS CONDUCT POLICY; A CONFLICTS OF INTEREST POLICY; AND, A WHISTLEBLOWER POLICY WITH COMPLAINT HANDLING PROCEDURES, WHICH ARE AVAILABLE ON MSRB.ORG. ALL BOARD MEMBERS AND STAFF ARE TRAINED ANNUALLY ON THESE POLICIES AND MUST SIGN AN ACKNOWLEDGMENT. THE MSRB HAS A POLICY REQUIRING THAT OFFICERS, DIRECTORS AND KEY EMPLOYEES DISCLOSE ANNUALLY INTERESTS THAT COULD GIVE RISE TO CONFLICTS. IN CONNECTION WITH THE ELECTION OF NEW MEMBERS OF THE BOARD OF DIRECTORS, EACH CANDIDATE PROVIDES INFORMATION TO THE MSRB CONCERNING POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, CERTAIN ORGANIZATIONAL CONFLICTS ARE EFFECTIVELY PROHIBITED UNDER SECTION 15B(B) OF THE SECURITIES EXCHANGE ACT OF 1934 DUE TO THE STATUTORY REQUIREMENTS REGARDING QUALIFICATION FOR MEMBERSHIP ON THE BOARD OF DIRECTORS. IN PARTICULAR, PUBLIC REPRESENTATIVES MUST BE INDEPENDENT OF ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR. MSRB RULE A-3 DEFINES "INDEPENDENT" AS HAVING NO MATERIAL BUSINESS RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, INCLUDING AT A MINIMUM NOT CURRENTLY OR AT ANY TIME WITHIN THE LAST TWO YEARS BEING ASSOCIATED WITH A MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR AND NOT HAVING A RELATIONSHIP WITH ANY MUNICIPAL SECURITIES BROKER, MUNICIPAL SECURITIES DEALER OR MUNICIPAL ADVISOR, WHETHER COMPENSATORY OR OTHERWISE, THAT REASONABLY COULD AFFECT THE INDEPENDENT JUDGMENT OR DECISION MAKING OF THE INDIVIDUAL. THE MSRB'S CHIEF LEGAL OFFICER REVIEWS THE CONFLICTS OF INTEREST ACKNOWLEDGEMENT AND DISCLOSURE FORMS AND DETERMINES WHAT ACTIONS, IF ANY, NEED TO BE TAKEN, INCLUDING ASKING A BOARD MEMBER TO RECUSE HIM OR HERSELF FROM DELIBERATIONS OR VOTING ON AN ACTION. FORM 990, PART VI, SECTION B, LINE 15A UNDER THE MSRB WRITTEN COMPENSATION STRATEGY AND PROGRAM, THE FINANCE COMMITTEE (COMPRISED OF MEMBERS OF THE BOARD OF DIRECTORS) IS RESPONSIBLE FOR MAKING RECOMMENDATIONS AND THE BOARD OF DIRECTORS IS RESPONSIBLE FOR APPROVING THE ORGANIZATION-WIDE COMPENSATION STRATEGY. THE ANNUAL SALARY BUDGET IS APPROVED BY THE BOARD OF DIRECTORS. AT LEAST ONCE EVERY FOUR YEARS, THE COMPENSATION STRATEGY AND STRUCTURE ARE REVIEWED AND APPROVED BY THE FINANCE COMMITTEE BASED ON INFORMATION RECEIVED FROM AN EXTERNAL SALARY CONSULTANT. SUCH REVIEW WAS COMPLETED IN JULY 2016. THE EXTERNAL SALARY CONSULTANT COMPARES OUR ORGANIZATION WITH COMPARABLE PEER ORGANIZATIONS IN OUR LOCAL GEOGRAPHIC MARKET AND WITHIN THE INDUSTRY AS APPROPRIATE. THE FULL BOARD APPROVES THE COMPENSATION OF THE EXECUTIVE DIRECTOR, AND THE EXECUTIVE DIRECTOR ESTABLISHES THE COMPENSATION OF THE KEY EMPLOYEES WITHIN THE PARAMETERS AND PHILOSOPHY OF THE APPROVED COMPENSATION STRATEGY. ADDITIONALLY, THE EXECUTIVE DIRECTOR ANNUALLY PROVIDES TO THE BOARD THE SALARY, BENEFITS, AND TOTAL COMPENSATION OF THE SENIOR MANAGEMENT. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION'S WEBSITE (WWW.MSRB.ORG) CONTAINS THE FOLLOWING: SECURITIES EXCHANGE ACT SECTION 15B (STATUTE CREATING THE MSRB), RESTATED ARTICLES OF INCORPORATION, BY-LAWS, GOVERNANCE-RELATED ADMINISTRATIVE RULES, BOARD COMMITTEE CHARTERS, CODE OF ETHICS AND BUSINESS CONDUCT, CONFLICTS OF INTEREST POLICY AND DISCLOSURE FORM, RISK MANAGEMENT PROGRAM, WHISTLEBLOWER POLICY, AUDITED FINANCIAL STATEMENTS, IRS FORM 990 AND CERTAIN FINANCIAL POLICIES. FORM 990, PART VI, SECTION A, LINE 2: NO OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE HAS A FAMILY RELATIONSHIP OR BUSINESS RELATIONSHIP (AS SUCH TERMS ARE DEFINED FOR PURPOSES OF FORM 990) WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE. AS CONTEMPLATED BY THE CONGRESSIONALLY MANDATED STRUCTURE OF THE MSRB'S BOARD OF DIRECTORS (WHICH SERVES AS THE ORGANIZATION'S GOVERNING BODY) AS A SELF-REGULATORY ORGANIZATION UNDER THE FEDERAL SECURITIES LAWS, THE EMPLOYERS OF SOME MEMBERS OF THE BOARD OF DIRECTORS, AND SUCH MEMBERS IN THEIR CAPACITIES AS EMPLOYEES OF THEIR EMPLOYERS, FROM TIME TO TIME TRANSACT BUSINESS WITH ONE ANOTHER IN THE ORDINARY COURSE OF THEIR BUSINESS AS PARTICIPANTS IN THE MUNICIPAL MARKET ON THE SAME TERMS AS ARE GENERALLY OFFERED TO OTHERS IN THE SAME LINE OF BUSINESS.