2026-05-08T12:07:31-05:00 2025-12-31 410746749 CLIFTONLARSONALLEN LLP 200 BRICKSTONE SQUARE SUITE 103 ANDOVER MA 01810 990 2025-01-01 521681375 BOARDSOURCE BOAR 2023492500 1050 CONNECTICUT AVE NW BOX 65001 WASHINGTON DC 20036 MONIKA KALRA VARMA PRESIDENT & CEO 2023492500 2026-05-07 1 LUKE BURNETT P01079018 9786202000 2026-05-06 2025 2025-03-06 01:10:19Z X MONIKA KALRA VARMA 1050 CONNECTICUT AVE NW BOX 65001 WASHINGTON DC 20036 5867684 0 X WWW.BOARDSOURCE.ORG X 1990 DC TO INSPIRE AND SUPPORT NONPROFIT BOARDS AND EXECUTIVES TO LEAD JUSTLY AND WITH PURPOSE. 15 15 23 15 0 0 1028317 374575 2454114 2473299 403558 438778 248008 173727 4133997 3460379 0 0 0 0 2749795 3222806 0 0 593395 2223105 2776546 4972900 5999352 -838903 -2538973 8983934 5862346 1891343 1296054 7092591 4566292 X TO INSPIRE AND SUPPORT NONPROFIT BOARDS AND EXECUTIVES TO LEAD JUSTLY AND WITH PURPOSE. BOARDSOURCE ENVISIONS A FUTURE WHERE THE NONPROFIT COMMUNITY HAS THE LEADERSHIP TO FULFILL ITS PURPOSE AND CREATE A WORLD WHERE ALL CAN THRIVE. 0 0 3979082 0 2578660 THOUGHT LEADERSHIP: BOARDSOURCE'S RESEARCH AND THOUGHT LEADERSHIP HIGHLIGHT THE IMPORTANCE OF EFFECTIVE BOARD LEADERSHIP, ADDRESSING THE CHALLENGES FACING NONPROFIT LEADERS AND IDENTIFYING OPPORTUNITIES FOR GREATER SECTOR IMPACT. WE FOCUS ON TRENDS IMPACTING NONPROFIT LEADERSHIP PERFORMANCE AND EFFECTIVENESS, GENERATING EVIDENCE-BASED RECOMMENDATIONS FOR BOARD PRACTICE. BOARDSOURCE'S PURPOSE DRIVEN BOARD LEADERSHIP (PDBL) MODEL, INTRODUCED IN 2021, ENABLES BOARDS AND THE ORGANIZATIONS THEY SERVE TO BETTER ACHIEVE THEIR ORGANIZATION'S PURPOSE AND MISSION. IN 2025, BOARDSOURCE CONTINUED TO OFFER TRAININGS AND RESOURCES TO HELP THE FIELD OPERATIONALIZE THIS FRAMEWORK AND IMPLEMENTED A NEW THEORY OF PRACTICE THAT ENABLES THE ORGANIZATION TO CREATE RICHER AND MORE TAILORED RESOURCES TO BETTER MEET GOVERNANCE NEEDS ACROSS THE SECTOR. BOARDSOURCE IS COMMITTED TO LISTENING AND LEARNING FROM OUR COMMUNITY OF NONPROFITS AND FOUNDATIONS TO CENTER THE COLLECTIVE WISDOM OF THE SECTOR, BRINGING TOGETHER OUR 35+ YEARS OF GOVERNANCE EXPERIENCE WITH THE INNOVATION OF OUR SECTOR'S LEADERS TO ENHANCE OUR NONPROFIT ECOSYSTEM. MEMBERSHIP AND OTHER FEE FOR SERVICE PROGRAMMING: OVER THE COURSE OF 35+ YEARS OF DIRECT ENGAGEMENT WITH BOARDS AND EXECUTIVES, BOARDSOURCE HAS BECOME THE GO-TO GOVERNANCE RESOURCE FOR NONPROFIT ORGANIZATIONS. WE INSPIRE, CHALLENGE, EDUCATE AND SUPPORT A GROWING COMMUNITY OF MEMBERS NATIONWIDE, AND ARE COMMITTED TO SERVING ORGANIZATIONS OF ALL SIZES BY PROVIDING AFFORDABLE AND SCALABLE RESOURCES. THROUGH MEMBERSHIP, BOARDSOURCE PROVIDES A RANGE OF PRACTICAL SUPPORTS THAT MEET THE NEEDS OF ORGANIZATIONS AND BOARDS AT DIFFERENT STAGES OF THEIR DEVELOPMENT, INCLUDING TRAINING PROGRAMS, WRITTEN RESOURCES ON A RANGE OF LEADERSHIP TOPICS, TECHNICAL SUPPORT AND ACCESS TO A VIBRANT ONLINE COMMUNITY. MEMBERSHIP PROGRAMS INCLUDE THE BOARD SUPPORT PROGRAM (OUR CORE OFFERING) FOR NONPROFITS AS WELL AS TAILORED PROGRAMS FOR CORPORATIONS, FOUNDATIONS, FEDERATED NETWORKS AND INDIVIDUAL NONPROFIT EXECUTIVES. MEMBERS CAN ACCESS BOARDSOURCE'S LIBRARY OF NONPROFIT BOARD LEADERSHIP RESOURCES WHICH INCLUDE PUBLICATIONS AND TOOLS ON A BROAD RANGE OF TOPICS RELEVANT TO NONPROFIT EXECUTIVES, BOARD LEADERS, AND PRACTITIONERS. IN 2025, HUNDREDS OF THOUSANDS OF NONPROFIT LEADERS FROM ACROSS THE COUNTRY ACCESSED INFORMATION ON BOARDSOURCE.ORG AS WELL AS VIEWED AND/OR DOWNLOADED ONLINE RESOURCES. WE ALSO CONTINUED AN INTERNAL REVIEW OF OUR RESOURCES TO ENSURE THAT THEY REFLECT THE LATEST THINKING AND PRACTICES FOR A STRONG SECTOR. ASSESSMENTS ARE A CRITICAL TOOL TO ENABLE STRONG GOVERNANCE AND NONPROFIT BOARD LEADERSHIP. BOARDSOURCE'S ASSESSMENT SERVICES ASSIST ORGANIZATIONS IDENTIFY CORE ISSUES IN PERFORMANCE AND DEVELOPMENT OF THEIR BOARDS AND CHIEF EXECUTIVES. BOARDSOURCE'S PROFESSIONAL DEVELOPMENT PROGRAMS PROVIDE TRAINING AND SUPPORTS FOR GOVERNANCE CONSULTANTS WHO WORK DIRECTLY WITH BOARDS, AS WELL AS DIRECT LEADERSHIP DEVELOPMENT FOR EXECUTIVES AND BOARD MEMBERS. IN ADDITION TO PRESENTATIONS AND TRAININGS, BOARDSOURCE OFFERS A CERTIFICATE OF NONPROFIT BOARD EDUCATION AND A CERTIFICATE OF NONPROFIT BOARD CONSULTING. 3979082 1 1 0 1 0 0 0 0 0 1 1 0 0 0 0 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 0 1 27 0 1 23 0 0 0 0 0 0 0 0 0 0 0 0 0 X 15 15 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 AL AK AZ AR CA CO CT DC FL GA HI IL KS KY LA 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 X X JOAN PAYNE 2023492535 1050 CONNECTICUT AVE NW PO BOX WASHINGTON DC 20036 MONIKA KALRA VARMA PRESIDENT & CEO 40.00 X 378046 0 40538 JUDY RECKELHOFF CHIEF OF STAFF 40.00 X 209119 0 19646 TARA HUFFMAN CHIEF PROGRAM & STRATEGY OFFICER 40.00 X 191037 0 30439 STELLA FORD VP, STRATEGIC PARTNERSHIPS 40.00 X 173934 0 22391 ANGELYN FRAZER-GILES DIR. GOVERNANCE NETWORKS & INNOV. 40.00 X 136617 0 22556 MINA SHIN DIR. OF MEMBER ENGAGMT & MARKETING 40.00 X 138812 0 14182 JOAN PAYNE VP, FINANCE 25.00 X 134037 0 5361 MARK SHAMLEY CHAIR 3.00 X X 0 0 0 KEVIN WALKER VICE CHAIR 3.00 X X 0 0 0 KEITH LIEDERMAN TREASURER 2.00 X X 0 0 0 TERRI LEE FREEMAN SECRETARY 2.00 X X 0 0 0 JAMIE ALLISON BOARD MEMBER 2.00 X 0 0 0 SILVIA ARGUETA BOARD MEMBER 2.00 X 0 0 0 KYLE CALDWELL BOARD MEMBER 2.00 X 0 0 0 STEPHANIE HULL BOARD MEMBER 2.00 X 0 0 0 GENE TAKAGI BOARD MEMBER 3.00 X 0 0 0 SHERECE WEST-SCANTLEBURY BOARD MEMBER 3.00 X 0 0 0 SARAH KASTELIC BOARD MEMBER 1.00 X 0 0 0 GEORGE SUTTLES BOARD MEMBER 3.00 X 0 0 0 JULIA WILSON BOARD MEMBER 2.00 X 0 0 0 AMY SAMPLE WARD BOARD MEMBER 2.00 X 0 0 0 BO THAO-URABE BOARD MEMBER 1.00 X 0 0 0 1361602 0 155113 12 0 1 0 MEDIA CAUSE INC 1436 U ST NW SUITE 400 WASHINGTON DC 20009 MARKETING SERVICES 145320 BOARD MEMBER CONNECT 7268 MOUNTAIN ASH DR SE SUITE B GRAND RAPIDS MI 49546 BOARD MATCHING CONSULTING SERVICES 118955 NPAG 9450 SW GEMINI DRIVE PMB 46636 BEAVERTON OR 97008 HUMAN RESOURCE CONSULTING 105852 DOCMATION DBA RAFTER ONE 75 NEW HAMPSHIRE AVE SUITE 100 PORTSMOUTH NH 03801 COMMERCE PLATFORM CONSULTING SERVICES 101900 4 374575 374575 MEMBERSHIP DUES 900099 1556753 1556753 ASSESSMENTS 900099 676492 676492 PROF. DEV. PROGRAMS 900099 240054 240054 2473299 273761 273761 64914 64914 2522855 2357838 165017 165017 165017 154828 49467 105361 105361 CREDIT CARD PROGRAM REWARDS 900099 3452 3452 3452 3460379 2578660 0 507144 X 557982 291599 163135 103248 2119652 1388670 538514 192468 66347 44001 16503 5843 262817 164221 73533 25063 216008 135669 56875 23464 68996 68996 32851 32851 49104 49104 928147 728523 113142 86482 75933 66824 5411 3698 168070 119593 32340 16137 3267 2325 629 313 373173 233830 99003 40340 72510 51596 13952 6962 279174 254474 7639 17061 131964 82689 35010 14265 48698 34652 9370 4676 SITE LICENSES 407441 289921 78400 39120 STAFF DEVELOPMENT 85571 53745 22530 9296 DUES & SUBSCRIPTIONS 29484 20980 5673 2831 REPAIRS & MAINTENANCE 22163 15770 4265 2128 5999352 3979082 1426875 593395 330 0 299318 254231 419980 173666 47804 80419 70278 44448 405749 290924 1297130 676886 752208 620244 6613452 4398414 374815 0 8983934 5862346 255469 196281 1198796 1099773 437078 0 1891343 1296054 X 6287645 4010474 804946 555818 7092591 4566292 8983934 5862346 -2538973 12674 0 X 0 1 X 1 0 X 6545137 719558 756323 1028317 374575 9423910 6545137 719558 756323 1028317 374575 9423910 943050 8480860 140852 172382 320113 403288 338675 1375310 14492 36590 3739 3452 58273 10857493 14058876 0.78110 0.79380 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OTHER REVENUE - 2022 AMOUNT: $ 14,492. 2023 AMOUNT: $ 36,590. 2024 AMOUNT: $ 3,739. 2025 AMOUNT: $ 3,452. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 3957658 3957658 347883 86971 0 0 349820 313100 328480 347883 1339283 2008925 1006 1006 87455 78275 82120 86971 334821 502232 1006 1006 367241 15138 382379 356785 10456 367241 343864 12921 356785 362898 -19034 343864 343622 19276 362898 0.07603 0.92397 0 0 1297130 676886 620244 620244 X 3681770 12674 159250 171924 3509846 -49467 -49467 3460379 6208069 159250 49467 208717 5999352 0 5999352 PART V, LINE 4: THE JUDITH O'CONNOR MEMORIAL FUND: AN ENDOWMENT THAT GENERATES EARNINGS TO SUPPORT A LECTURESHIP WHICH WILL HONOR OUTSTANDING LEADERS AND THINKERS IN THE NONPROFIT SECTOR FOR THEIR ACHIEVEMENTS IN NONPROFIT LEADERSHIP OR THEIR CONTRIBUTION TO THE FIELD OF NONPROFIT GOVERNANCE, AND SCHOLARSHIPS TO ATTEND THE BOARDSOURCE LEADERSHIP FORUM. PART X, LINE 2: BOARDSOURCE IS EXEMPT FROM FEDERAL TAXES UNDER INTERNAL REVENUE CODE SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AS A SECTION 501(A) ORGANIZATION. THE INTERNAL REVENUE SERVICE HAS DETERMINED THAT BOARDSOURCE IS A PUBLICLY SUPPORTED ORGANIZATION. BOARDSOURCE'S INCOME TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL AND STATE AUTHORITIES. BOARDSOURCE IS NOT AWARE OF ANY ACTIVITIES THAT WOULD JEOPARDIZE ITS TAX-EXEMPT STATUS. PART XI, LINE 4B - OTHER ADJUSTMENTS: COST OF GOODS SOLD -49,467. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 49,467. X X X X X 1 0 0 0 0 0 0 1 0 MONIKA KALRA VARMA PRESIDENT & CEO 358046 0 20000 0 0 0 14000 0 26538 0 418584 0 0 0 JUDY RECKELHOFF CHIEF OF STAFF 209119 0 0 0 0 0 8358 0 11288 0 228765 0 0 0 TARA HUFFMAN CHIEF PROGRAM & STRATEGY OFFICER 191037 0 0 0 0 0 8344 0 22095 0 221476 0 0 0 STELLA FORD VP, STRATEGIC PARTNERSHIPS 173934 0 0 0 0 0 5359 0 17032 0 196325 0 0 0 ANGELYN FRAZER-GILES DIR. GOVERNANCE NETWORKS & INNOV. 131338 0 0 0 5279 0 5487 0 17069 0 159173 0 0 0 MINA SHIN DIR. OF MEMBER ENGAGMT & MARKETING 138812 0 0 0 0 0 5400 0 8782 0 152994 0 0 0 PART I, LINE 4A ANGELYN FRAZER-GILES, DIRECTOR OF GOVERNANCE NETWORKS & INNOVATIONS, RECEIVED A SEVERANCE PAYMENT OF $5,279. PART I, LINE 7 MONIKA KALRA VARMA, PRESIDENT & CEO RECEIVED A $20,000 PERFORMANCE BASED BONUS. ADDITIONALLY, MONIKA RECEIVED A ONE-TIME TAXABLE REIMBURSEMENT IN THE AMOUNT OF $15,000 WHICH IS INCLUDED IN THE BASE COMPENSATION AMOUNT IN SCHEDULE J, PART II. FORM 990, PART VI, SECTION A, LINE 1A STANDING COMMITTEES OF THE BOARD: THE STANDING COMMITTEES OF THE BOARD OF DIRECTORS ARE: THE GOVERNANCE COMMITTEE; THE FINANCE AND INVESTMENT COMMITTEE; THE AUDIT COMMITTEE; AND THE COMPENSATION AND EVALUATION COMMITTEE. EACH COMMITTEE SHALL INCLUDE: TWO OR MORE DIRECTORS, AND MAY ALSO INCLUDE NON-DIRECTORS AS NON-VOTING MEMBERS. THE CREATION OF A COMMITTEE MUST BE APPROVED BY A MAJORITY OF THE DIRECTORS THEN IN OFFICE. INDIVIDUAL DIRECTORS ARE APPOINTED BY THE CHAIR TO SPECIFIC COMMITTEES BASED ON THE RECOMMENDATION OF THE GOVERNANCE COMMITTEE. ANY CHANGE IN THE NUMBER AND FOCUS OF THESE COMMITTEES MUST BE DONE BY ACTION OF THE MAJORITY OF BOARD MEMBERS PRESENT AT A REGULARLY SCHEDULED OR SPECIAL MEETING OF THE BOARD CALLED FOR IN KEEPING WITH THESE BYLAWS. THE COMMITTEES OF THE BOARD SHALL HAVE SUCH AUTHORITY AS THE BOARD SHALL PROVIDE, SUBJECT TO THE LIMITATIONS PROVIDED IN THESE BYLAWS. LIMITATION ON AUTHORITY OF COMMITTEES: NO COMMITTEE OF THE BOARD (OR OF BOARDSOURCE) SHALL: (A) FILL VACANCIES IN THE BOARD OR IN ANY COMMITTEE OF THE BOARD; (B) AMEND OR REPEAL THE BYLAWS, OR ADOPT NEW BYLAWS; (C) AMEND OR REPEAL ANY RESOLUTION OF THE BOARD; (D) HIRE OR TERMINATE THE PRESIDENT AND CEO; (E) DISSOLVE OR MERGE BOARDSOURCE; (F) SELL OR PLEDGE ALL OR SUBSTANTIALLY ALL OF BOARDSOURCE'S ASSETS; OR (G) REMOVE OR APPOINT OFFICERS. FORM 990, PART VI, SECTION B, LINE 11B THE DRAFT 990 IS REVIEWED AND APPROVED BY THE ENTIRE BOARD OF DIRECTORS BEFORE IT IS SIGNED AND FILED WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE AUDIT COMMITTEE REVIEWS THESE STATEMENTS ANNUALLY AND REPORTS TO THE FULL BOARD OF DIRECTORS. IF A CONFLICT IS DISCLOSED, THE COMMITTEE REFERS THE MATTER TO THE BOARD OF DIRECTORS FOR ANY REQUIRED BOARD ACTION. AS ADMINISTERED BY THE PRESIDENT & CEO, EACH DIRECTOR AND OFFICER WILL BE ASKED TO COMPLETE A CERTIFICATION OF AGREEMENT WITH THE POLICY AND DISCLOSURE OF ANY KNOWN CONFLICTS OF INTEREST UPON HIS OR HER ELECTION OR REELECTION TO THE BOARD AND ANNUALLY THEREAFTER. AS ADMINISTERED BY THE EMPLOYEE IN CHARGE OF HUMAN RESOURCES, EACH SENIOR STAFF MEMBER WILL BE ASKED TO COMPLETE SUCH A CERTIFICATION UPON HIS OR HER EMPLOYMENT AND ON AN ANNUAL BASIS THEREAFTER. UPON RECOGNIZING THE POSSIBILITY OF A CONFLICT OF INTEREST, THE DIRECTOR, OFFICER OR STAFF MEMBER WILL INFORM THE BOARD CHAIR OR THE CHAIR OF THE AUDIT COMMITTEE BY LETTER OR EMAIL OF THE NATURE OF THE POTENTIAL CONFLICT. FORM 990, PART VI, SECTION B, LINE 15A PRIOR TO DETERMINING A COMPENSATION INCREASE FOR THE PRESIDENT & CEO, A COMPENSATION ANALYSIS IS COMPLETED. IN 2025, THIS ANALYSIS WAS COMPILED BY AN EXTERNAL H/R FIRM, NONPROFIT HR, USING COMPARABLE SALARY DATA FROM THREE SALARY SURVEYS. ADDITIONALLY, COMPARABLE ORGANIZATION SALARY AND BENEFIT INFORMATION IS COMPILED FROM THE FEDERAL FORM 990 OF SIMILAR ORGANIZATIONS TO USE AS A REFERENCE. THE COMPENSATION ANALYSIS IS PROVIDED TO THE VICE CHAIR, WHO CHAIRS THE COMPENSATION AND EVALUATION COMMITTEE, AS WELL AS THE COMPENSATION AND EVALUATION COMMITTEE. THEY PROVIDE ANY RECOMMENDATIONS TO THE FULL BOARD ON A SALARY INCREASE FOR THE PRESIDENT & CEO. THIS IS TYPICALLY COMPLETED DURING THE EXECUTIVE SESSION OF A BOARD MEETING OR THROUGH CONFIDENTIAL EMAIL. ANY INCREASE IN COMPENSATION FOR THIS POSITION REQUIRES APPROVAL OF THE BOARD. ANY INCREASES IN COMPENSATION FOR OFFICERS & KEY EMPLOYEES REQUIRES APPROVAL OF THE BOARD. ALTHOUGH MS. PAYNE IS TREATED AS AN OFFICER FOR PURPOSES OF THE 990 AS THE TOP FINANCIAL OFFICIAL, SHE IS NOT A LEGAL OFFICER OF THE CORPORATION AND THEREFORE HER COMPENSATION IS NOT SUBJECT TO BOARD APPROVAL BUT IS REVIEWED AND APPROVED BY THE CEO IN A MANNER THAT IS CONSISTENT WITH THE REST OF THE STAFF. THE LAST TIME THAT BOARDSOURCE HAD EMPLOYEES OTHER THAN THE CEO WHO WERE CLASSIFIED AS OTHER THAN TEMPORARY OFFICERS OR KEY EMPLOYEES AND WHO RECEIVED A COMPENSATION ADJUSTMENT WAS IN 2012. FORM 990, PART VI, SECTION C, LINE 19 THE PAST 5 YEARS OF FINANCIAL STATEMENTS ARE AVAILABLE ON THE BOARDSOURCE WEBSITE. THE CONFLICT OF INTEREST POLICY AND GOVERNING DOCUMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G CONSULTANTS: PROGRAM SERVICE EXPENSES 728,523. MANAGEMENT AND GENERAL EXPENSES 113,142. FUNDRAISING EXPENSES 86,482. TOTAL EXPENSES 928,147.