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ObjectId: 201832049349300438 - Submission: 2018-07-23
TIN: 52-2314113
Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
Attach to Form 990.
Information about Schedule J (Form 990) and its instructions is at
www.irs.gov/form990
.
OMB No. 1545-0047
20
17
Open to Public Inspection
Name of the organization
NATIONAL ASSOCIATION OF CORPORATE
DIRECTORS
Employer identification number
52-2314113
Part I
Questions Regarding Compensation
Yes
No
1a
Check the appropiate box(es) if the organization provided any of the following to or for a person listed on Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.
First-class or charter travel
Housing allowance or residence for personal use
Travel for companions
Payments for business use of personal residence
Tax idemnification and gross-up payments
Health or social club dues or initiation fees
Discretionary spending account
Personal services (e.g., maid, chauffeur, chef)
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain
.........
1b
Yes
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a?
..
2
Yes
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
Compensation committee
Written employment contract
Independent compensation consultant
Compensation survey or study
Form 990 of other organizations
Approval by the board or compensation committee
4
During the year, did any person listed on Form 990, Part VII, Section A, line 1a, with respect to the filing organization or a related organization:
a
Receive a severance payment or change-of-control payment?
.............
4a
No
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan?
.........
4b
Yes
c
Participate in, or receive payment from, an equity-based compensation arrangement?
.........
4c
No
If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.
Only 501(c)(3), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.
5
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:
a
The organization?
....................
5a
No
b
Any related organization?
.......................
5b
No
If "Yes," on line 5a or 5b, describe in Part III.
6
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:
a
The organization?
..................
6a
No
b
Any related organization?
......................
6b
No
If "Yes," on line 6a or 6b, describe in Part III.
7
For persons listed on Form 990, Part VII, Section A, line 1a, did the organization provide any nonfixed
payments not described in lines 5 and 6? If "Yes," describe in Part III
............
7
Yes
8
Were any amounts reported on Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III
..........................
8
No
9
If "Yes" on line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)?
.........................
9
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2017
Page 2
Schedule J (Form 990) 2017
Page
2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees.
Use duplicate copies if additional space is needed.
For each individual whose compensation must be reported on Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note.
The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A)
Name and Title
(B)
Breakdown of W-2 and/or 1099-MISC compensation
(C)
Retirement and other deferred compensation
(D)
Nontaxable
benefits
(E)
Total of columns
(B)(i)-(D)
(F)
Compensation in column (B) reported as deferred on prior Form 990
(i)
Base
compensation
(ii)
Bonus & incentive
compensation
(iii)
Other
reportable compensation
1
KENNETH DALY
CEO (RETIRED 1/26/17)
(i)
(ii)
114,722
-------------
0
785,000
-------------
0
114,601
-------------
0
0
-------------
0
1,333
-------------
0
1,015,656
-------------
0
100,000
-------------
0
2
PETER R GLEASON
PRESIDENT & CEO (EFFECTIVE 1/26/17)
(i)
(ii)
464,150
-------------
0
175,000
-------------
0
97,297
-------------
0
129,614
-------------
0
25,969
-------------
0
892,030
-------------
0
95,000
-------------
0
3
STEVEN R WALKER
GENERAL COUNSEL, SECRETARY, MANAGING
(i)
(ii)
254,436
-------------
0
60,000
-------------
0
80,963
-------------
0
100,021
-------------
0
6,341
-------------
0
501,761
-------------
0
80,000
-------------
0
4
ALEX S OBUCHOWSKI
TREASURER (BEG 5/24/17)
(i)
(ii)
169,600
-------------
0
37,250
-------------
0
131
-------------
0
15,750
-------------
0
13,774
-------------
0
236,505
-------------
0
0
-------------
0
5
KATHERINE B DAVIS
CHIEF OPERATING OFFICER
(i)
(ii)
257,346
-------------
0
95,000
-------------
0
80,346
-------------
0
103,654
-------------
0
17,558
-------------
0
553,904
-------------
0
80,000
-------------
0
6
ERIN ESSENMACHER
CHIEF PROGRAMMING OFFICER
(i)
(ii)
235,363
-------------
0
90,000
-------------
0
80,211
-------------
0
100,757
-------------
0
12,778
-------------
0
519,109
-------------
0
80,000
-------------
0
7
HENRY V STOEVER
CHIEF MARKETING OFFICER
(i)
(ii)
267,190
-------------
0
115,000
-------------
0
82,127
-------------
0
102,879
-------------
0
19,508
-------------
0
586,704
-------------
0
80,000
-------------
0
8
CHRISTOPHER Y CLARK
DIRECTOR OF PARTNER RELATIONS AND PU
(i)
(ii)
173,685
-------------
0
111,250
-------------
0
1,037
-------------
0
16,386
-------------
0
21,853
-------------
0
324,211
-------------
0
0
-------------
0
9
MATTHEW BARONE
DIRECTOR OF BOARD DEVELOPMENT
(i)
(ii)
153,491
-------------
0
112,500
-------------
0
119
-------------
0
7,200
-------------
0
9,405
-------------
0
282,715
-------------
0
0
-------------
0
10
FRISO VAN DER OORD
DIRECTOR OF RESEARCH
(i)
(ii)
207,753
-------------
0
30,000
-------------
0
187
-------------
0
18,666
-------------
0
2,868
-------------
0
259,474
-------------
0
0
-------------
0
11
SUSAN PALEY
CHAPTER ADVANCEMENT OFFICER
(i)
(ii)
154,495
-------------
0
60,000
-------------
0
286
-------------
0
14,040
-------------
0
2,457
-------------
0
231,278
-------------
0
0
-------------
0
12
ROBYN BEW
DIRECTOR OF STRATEGIC CONTENT DEVELO
(i)
(ii)
172,788
-------------
0
35,000
-------------
0
218
-------------
0
15,490
-------------
0
9,594
-------------
0
233,090
-------------
0
0
-------------
0
13
MICHELLE HOOPER
FORMER DIRECTOR
(i)
(ii)
21,000
-------------
0
0
-------------
0
0
-------------
0
0
-------------
0
0
-------------
0
21,000
-------------
0
0
-------------
0
Schedule J (Form 990) 2017
Page 3
Schedule J (Form 990) 2017
Page
3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II. Also complete this part for any additional information.
Return Reference
Explanation
PART I, LINE 1A
NACD'S CEO (UNTIL HIS RETIREMENT ON 1/26/17) HAS HIS PERMANENT RESIDENCE IN PENNSYLVANIA. TO FACILITATE HIS ABILITY TO LEAD THE ORGANIZATION, NACD LEASED AN APARTMENT IN DC, ALONG WITH A CLEANING SERVICE TWICE A MONTH. NACD'S PRESIDENT & CEO (EFFECTIVE 1/26/17) HAS AN OUT-OF-STATE MEMBERSHIP IN THE YALE CLUB OF NEW YORK THAT IS PAID FOR BY THE ASSOCIATION. THE MEMBERSHIP ALLOWS FOR DISCOUNTED LODGING RATES IN NEW YORK CITY THAT ARE USED FOR BUSINESS PURPOSES BY MEMBERS OF THE SENIOR STAFF WHEN AVAILABLE AND WHEN TRAVELING IN NEW YORK CITY. THE CLUB ALSO HAS RECIPROCAL MEMBERSHIPS WITH CLUBS AROUND THE COUNTRY THAT ARE ALSO UTILIZED FOR THIS PURPOSE. FIRST CLASS AIRFARE IS AVAILABLE TO BOARD MEMBERS TRAVELING IN EXCESS OF 3 HOURS ON THE COMPANY'S BEHALF.
PART I, LINE 1B
PER THE COMPENSATION COMMITTEE'S CHARTER, ALL SUCH EXPENDITURES HAVE BEEN APPROVED BY THE COMMITTEE.
PART I, LINE 4B
THERE IS A NEW LTIP 457F PLAN WHICH BEGAN IN 2017. THE ASSOCIATION RECOGNIZED EXPENSE FOR THE FOLLOWING PLAN PARTICIPANTS IN 2017: PETER GLEASON - $93,333 KATHERINE DAVIS - $80,833 ERIN ESSENMACHER - $80,833 HENRY STOEVER - $80,833 STEVEN WALKER - $80,833
PART I, LINE 7
BONUSES ARE PAID ANNUALLY BASED UPON MULTIPLE PERFORMANCE CRITERIA. BONUSES ARE BASED ON A VARIETY OF PERFORMANCE FACTORS, INCLUDING INTERNAL METRICS, TEAM BUILDING, COMMUNICATION, ORGANIZATIONAL GOALS, QUALITY OF WORK, AND ACHIEVEMENT OF STRATEGIC GOALS.
SCHEDULE J PART II, SECTION B (II)(III):
NACD'S FORMER CEO, WHO RETIRED JANUARY 26, 2017, RECEIVED HIS 2017 ANNUAL INCENTIVE, ALONG WITH HIS 2018 LTIP PAYMENT, WHICH WAS EARNED IN 2015. THESE PAYMENTS WERE MADE PRIOR TO HIS RETIREMENT.
Schedule J (Form 990) 2017
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