Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
SchJMediumBullet Attach to Form 990.
SchJMediumBullet Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2019
Open to Public Inspection
Name of the organization
FINRA REGULATION INC
 
Employer identification number

52-1959501
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.
b
If any of the boxes on 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
 
 
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 on Line 1a? ..
2
 
 
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.
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
Yes
 
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
 
 
b
Any related organization? .......................
5b
 
 
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
 
 
b
Any related organization? ......................
6b
 
 
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
 
 
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
 
 
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) 2019
Page 2

Schedule J (Form 990) 2019
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
1Robert W Cook
 
President & CEO
(i)

(ii)
0
-------------
980,673
0
-------------
1,500,000
0
-------------
914,170
0
-------------
236,400
0
-------------
17,067
0
-------------
3,648,310
0
-------------
490,018
2Marcia E Asquith
 
EVP, Board & External Relations
(i)

(ii)
0
-------------
354,151
0
-------------
400,000
0
-------------
308,114
0
-------------
196,037
0
-------------
31,001
0
-------------
1,289,303
0
-------------
148,274
3Richard W Berry
 
Exective Vice President
(i)

(ii)
0
-------------
298,280
0
-------------
302,000
0
-------------
22,062
0
-------------
389,173
0
-------------
46,106
0
-------------
1,057,621
0
-------------
0
4Robert LD Colby
 
EVP And Chief Legal Officer
(i)

(ii)
0
-------------
476,264
0
-------------
500,000
0
-------------
134,646
0
-------------
36,400
0
-------------
15,982
0
-------------
1,163,292
0
-------------
0
5Todd T Diganci
 
Executive Vice President/CFAO
(i)

(ii)
0
-------------
573,483
0
-------------
685,000
0
-------------
25,628
0
-------------
1,327,263
0
-------------
51,819
0
-------------
2,663,193
0
-------------
0
6Thomas R Gira
 
Executive Vice President
(i)

(ii)
0
-------------
441,938
0
-------------
470,000
0
-------------
17,390
0
-------------
929,719
0
-------------
41,689
0
-------------
1,900,736
0
-------------
0
7Bari M Havlik
 
Executive Vice President
(i)

(ii)
0
-------------
480,163
0
-------------
475,000
0
-------------
4,741
0
-------------
140,139
0
-------------
30,400
0
-------------
1,130,443
0
-------------
0
8Susan M Schroeder
 
Executive Vice President
(i)

(ii)
0
-------------
395,398
0
-------------
450,000
0
-------------
22,039
0
-------------
123,605
0
-------------
36,686
0
-------------
1,027,728
0
-------------
0
9Carlo V di Florio
 
Executive Vice President
(i)

(ii)
0
-------------
306,420
0
-------------
225,000
0
-------------
624,779
0
-------------
36,400
0
-------------
31,634
0
-------------
1,224,233
0
-------------
0
10Tracy B Johnson
 
Senior Vice President
(i)

(ii)
0
-------------
77,826
0
-------------
248,000
0
-------------
565,653
0
-------------
28,023
0
-------------
3,944
0
-------------
923,446
0
-------------
0
11Steven J Randich
 
Executive Vice President & CIO
(i)

(ii)
0
-------------
475,398
0
-------------
580,000
0
-------------
25,592
0
-------------
243,302
0
-------------
27,306
0
-------------
1,351,598
0
-------------
0
12Stephen M Schoeneman
 
Senior Vice President
(i)

(ii)
0
-------------
316,573
0
-------------
265,000
0
-------------
97,864
0
-------------
543,113
0
-------------
39,650
0
-------------
1,262,200
0
-------------
0
13Thomas M Selman
 
Executive Vice President
(i)

(ii)
0
-------------
342,274
0
-------------
347,000
0
-------------
25,247
0
-------------
1,343,472
0
-------------
26,197
0
-------------
2,084,190
0
-------------
0
14Jonathan S Sokobin
 
Senior Vice President
(i)

(ii)
0
-------------
292,831
0
-------------
250,000
0
-------------
192,654
0
-------------
36,400
0
-------------
49,346
0
-------------
821,231
0
-------------
96,962
15Derek W Linden
 
Executive Vice President
(i)

(ii)
0
-------------
349,388
0
-------------
345,000
0
-------------
12,404
0
-------------
429,736
0
-------------
26,393
0
-------------
1,162,921
0
-------------
0
Schedule J (Form 990) 2019
Page 3

Schedule J (Form 990) 2019
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
1 FINRA'S SUPPLEMENTAL DEFINED BENEFIT PLAN IS A NON-QUALIFIED DEFINED BENEFIT PLAN THAT IS PROVIDED TO MEMBERS OF A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES SUCH AS THOSE DESCRIBED UNDER 201(2), 301(A)(3), AND 401(A)(1) OF ERISA. IT IS A FINRA FUNDED PLAN IN WHICH PARTICIPANTS TYPICALLY HAD A TAXABLE ONE-TIME CLIFF VESTING EVENT AT A SPECIFIED MILESTONE BASED ON BOTH AGE AND YEARS OF SERVICE. THIS PLAN WAS CLOSED TO NEW ENTRANTS AS OF 12/31/05. ALL PARTICIPANTS HAVE COMPLETED VESTING. THE AMOUNTS BELOW, IF ANY, REPRESENT THE ACCUMULATED BENEFITS RECOGNIZED IN THE CURRENT YEAR FOR FEDERAL INCOME TAX PURPOSES UPON THE INDIVIDUALS' SEPARATION FROM FINRA AND THE PLAN. THE BENEFITS WERE EARNED WITHIN THE NON-QUALIFIED DEFINED BENEFIT PLAN OVER THE DURATION OF THE INDIVIDUALS' YEARS OF SERVICE TO FINRA. THESE AMOUNTS VARY BY INDIVIDUAL BASED ON YEARS OF SERVICE, COMPENSATION LEVELS AND PAY GRADE, AGE AT SEPARATION, AND PREVIOUS VESTING EVENTS. NO PARTICIPANTS IN THE NON-QUALIFIED DEFINED BENEFIT PLAN HAD ACCUMULATED BENEFITS RECOGNIZED IN 2019. 2) FINRA'S SUPPLEMENTAL DEFINED CONTRIBUTION PLAN IS A NON-QUALIFIED PLAN THAT IS OPEN TO VICE PRESIDENTS AND ABOVE WITH AN ANNUAL BASE PAY ABOVE THE QUALIFIED LIMIT. IT IS ONLY OPEN TO THOSE NOT PARTICIPATING IN THE CLOSED NON-QUALIFIED DEFINED BENEFIT PLAN DESCRIBED ABOVE. IT IS A FINRA FUNDED PLAN WITH A 3 YEAR VESTING CYCLE WITH ANNUAL VESTING BEGINNING AT AGE 62. PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN WITH CONTRIBUTIONS VESTING IN 2019 INCLUDE: MARCIA E ASQUITH - $267,060 ROBERT LD COLBY - $106,672 ROBERT W COOK - $886,584 STEPHEN SCHOENEMAN - $56,669 JONATHAN S SOKOBIN - $170,355 PARTICIPANTS IN THE SUPPLEMENTAL NON-QUALIFIED DEFINED CONTRIBUTION PLAN WITH PAYOUTS IN 2019 INCLUDE: CARLO DI FLORIO - $54,914 THOMAS DROGAN - $14,410 TRACY JOHNSON - $68,232 JAMES PRICE - $141,359 VOLUNTARY COMPENSATION DISCLOSURE: ETHIOPIS TAFARA WAS A VOLUNTEER BOARD MEMBER IN 2019 AND DID NOT RECEIVE COMPENSATION FOR HIS SERVICE.
Schedule J, Part I, Line 3 Arrangement used to establish the top management official's compensation FINRA REGULATION IS A WHOLLY-CONTROLLED SUBSIDIARY OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA). AS THE PARENT ORGANIZATION, FINRA INCURS ALL DIRECT AND INDIRECT EXPENSES, INCLUDING SALARY AND BENEFITS.
Schedule J, Part I, Line 4a Severance or change-of-control payment IN CONNECTION WITH THOMAS DROGAN'S SEPARATION FROM FINRA, HE WAS PAID $209,904 IN 2019. THIS AMOUNT IS REFLECTIVE OF HIS 22 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH TRACY JOHNSON'S SEPARATION FROM FINRA, SHE WAS PAID $235,662 IN 2019. THIS AMOUNT IS REFLECTIVE OF HER 8 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH JAMES PRICE'S SEPARATION FROM FINRA, HE WAS PAID $132,639 IN 2019. THIS AMOUNT IS REFLECTIVE OF HIS 26 YEARS OF SERVICE TO FINRA. IN CONNECTION WITH CARLO DI FLORIO'S SEPARATION FROM FINRA, HE WAS PAID $138,462 IN 2019. THIS AMOUNT IS REFLECTIVE OF HIS 6 YEARS OF SERVICE TO FINRA. THE COMPENSATION DISCLOSURES FOR THOMAS M. SELMAN AND STEPHEN M. SCHOENEMAN INCLUDE DEFERRED COMPENSATION RELATED TO THEIR SEPARATIONS FROM FINRA. THOMAS M. SELMAN RECEIVED $413,918 IN DEFERRED COMPENSATION REFLECTIVE OF HIS 24 YEARS OF SERVICE AT FINRA. STEPHEN M. SCHOENEMAN RECEIVED $221,106 IN DEFERRED COMPENSATION REFLECTIVE OF HIS 12 YEARS OF SERVICE AT FINRA. THESE AMOUNTS WERE PAID IN 2020.
Schedule J, Part I, Line 4b Supplemental nonqualified retirement plan FINRA OFFERS TWO NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLANS. ANNUAL INCREASES IN BENEFIT VALUE, CLIFF VESTING EVENTS, AND PAYOUT DIFFERENTIALS ARE TAXABLE IN THE YEAR IN WHICH THEY OCCUR AND ARE REPORTED IN COLUMN B(III) OF SCHEDULE J, PART II. UNVESTED BENEFIT AND CONTRIBUTION ACCRUALS ARE TAX DEFERRED AND ARE REPORTED IN COLUMN C OF SCHEDULE J, PART II.
Schedule J (Form 990) 2019

Additional Data


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