2024-11-14T15:42:15-06:00 2023-12-31 346565596 ERNST & YOUNG 100 NORTH TYRON STREET 3800 CHARLOTTE NC 28202 990 2023-01-01 237048405 OLD DOMINION ELECTRIC COOPERATIVE OLDD 8047470592 4201 DOMINION BOULEVARD SUITE 300 GLEN ALLEN VA 23060 BRYAN S ROGERS SR. VP & CFO 8047470592 2024-11-11 1 0 CHRISTOPHER BOGGS P00032493 7043726300 2023 2024-10-15 13:58:12Z JOHN C LEE JR 4201 DOMINION BOULEVARD SUITE 300 GLEN ALLEN VA 23060 1091559245 0 X WWW.ODEC.COM X 1948 VA PROVIDE WHOLESALE POWER TO MEMBER COOPERATIVES 22 21 149 0 0 0 0 0 1005309281 1082203815 6787460 9290942 69787 64395 1012166528 1091559152 233573 269083 11305480 12552962 20912144 20220976 0 0 0 974688054 1053096031 1007139251 1086139052 5027277 5420100 2198477737 2225303668 1722395296 1736668262 476082441 488635406 PROVIDE WHOLESALE POWER TO MEMBER COOPERATIVES 0 0 OLD DOMINION IS A NOT-FOR-PROFIT WHOLESALE POWER SUPPLY COOPERATIVE ENGAGED IN THE BUSINESS OF PROVIDING WHOLESALE ELECTRIC SERVICE TO ITS MEMBER COOPERATIVES. 0 0 1 0 0 0 0 0 0 1 1 0 0 1 1 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 0 0 1 93 0 1 149 1 0 0 0 0 0 1047937968 52786252 0 1 0 X 22 21 0 0 1 0 1 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 VA IN X BRYAN ROGERS 8049684035 4201 DOMINION BOULEVARD GLEN ALLEN VA 23060 JOHN C LEE JR INTERIM PRESIDENT & CEO - STARTED 9/ 40.00 X X 244500 0 0 HUNTER R GREENLAW JR BOARD MEMBER 6.00 X 52150 0 0 MICHAEL K BROWN BOARD MEMBER 6.00 X 51900 0 0 JOHN J BURKE JR BOARD MEMBER 6.00 X 51900 0 0 DAVID J JONES BOARD MEMBER 6.00 X 51900 0 0 PAUL H BROWN BOARD MEMBER 9.00 X 51650 0 0 KEITH L SWISHER BOARD MEMBER 6.00 X 51650 0 0 JESSIE R THOMAS BOARD MEMBER 6.00 X 51400 0 0 SUZANNE S OBENSHAIN BOARD MEMBER 6.00 X 50650 0 0 EARL CURRIN BOARD MEMBER 7.00 X 50400 0 0 E GARRISON DRUMMOND BOARD MEMBER 6.00 X 50400 0 0 CHAD N FOWLER BOARD MEMBER 6.00 X 50400 0 0 ROBERT A BOOK II BOARD MEMBER 6.00 X 0 0 0 WILLIAM K BUCHANAN BOARD MEMBER 6.00 X 0 0 0 JOHN D HEWA JR BOARD MEMBER 6.00 X 0 0 0 BRADLEY H HICKS BOARD MEMBER 6.00 X 0 0 0 JASON C LOEHR BOARD MEMBER 6.00 X 0 0 0 CARY J LOGAN JR BOARD MEMBER ENDED 04/30/23 6.00 X 0 0 0 BELVIN WILLIAMSON JR BOARD MEMBER 6.00 X 0 0 0 SARAT K YELLEPEDDI BOARD MEMBER STARTED 05/09/2023 6.00 X 0 0 0 STEVE A HARMON CHAIRMAN 6.00 X X 0 0 0 MICHEAL E MALANDRO VICE CHAIRMAN 6.00 X X 0 0 0 GREGORY S ROGERS SECRETARY/TREASURER 6.00 X X 0 0 0 MARCUS M HARRIS PRESIDENT & CEO - ENDED 9/8/23 40.00 X 1198549 0 459809 BRYAN S ROGERS SR. VP & CFO 40.00 X 390385 0 422970 KIRK D JOHNSON SR VP MEMBER ENGAGEMENT 40.00 X 363399 0 214966 MICHEAL L HERN GENERAL COUNSEL 40.00 X 356824 0 202748 CHRISTOPHER F COSBY SR. VP POWER SUPPLY 40.00 X 339518 0 206478 JOHN M ROBB SVP CHIEF LEGAL OFFICER 40.00 X 260009 0 26622 LYNN A MALONEY VP INVESTOR RELATIONS 40.00 X 240085 0 217450 KEVIN C MILLER VP ENGINEERING 40.00 X 230384 0 182057 ALLYSON PITTMAN VP & CONTROLLER 40.00 X 236711 0 175676 RUCHIRA R LALWANEY VP IT 40.00 X 230053 0 174853 WILIAM J PEZALLA VP REGULATORY AFFAIRS 40.00 X 234315 0 170051 4889132 0 2453680 96 0 1 0 MITSUBISHI POWER AMERICAS INC 400 COLONIAL CENTER PARKWAY SUITE LAKE MARY FL 32746 POWER PLANT EQUIPMENT REPAIR 4790191 ACES POWER MARKETING 4140 W 99TH STREET CARMEL IN 46032 ENERGY MANAGEMENT 2604743 RICHARDSON-WAYLAND ELECTRICAL CO LLC 2003 RUSSELL AVE SW ROANOKE VA 24015 ELECTRICAL CONTRACTOR 2070540 CORMETECH INC 11707 STEELE CREEK ROAD CHARLOTTE NC 28273 ENGINEERING SERVICES 2062280 MD&A-MECHANICAL DYNAMICS & ANALYSIS 19 BRITISH AMERICAN BLVD LATHAM NY 24015 ENGINEERING SERVICES 1218260 63 OPERATING REV - MEMBER 424000 1033076520 1033076520 OP. REV. - NON-MEMBER 424000 49127295 49127295 1082203815 9287935 9287935 3100 93 3007 3007 3007 MISC. NON-OPERATING INC 900099 75406 75406 ACES 900099 -11011 -11011 64395 1091559152 1082279221 0 9279931 X 269083 12552962 5251178 10664536 1138055 1464554 1702653 1440598 395000 167250 5840278 1275491 463248 193681 479988 61331924 72410110 1024223 POWER COSTS 600821730 PROD & MAINT - FOSSIL F 182899441 PROD & MAINT - MAINTENA 70013369 PROD & MAINT - NOX ALLO 25194211 29145489 1086139052 367935 5793848 8572022 18902798 148389791 111542720 100964364 135444564 204547405 201814577 2800730679 1311846967 1507936327 1488883712 227699893 262921449 2198477737 2225303668 282206718 125852499 1021207638 972586235 50000000 191000000 368980940 447229528 1722395296 1736668262 X 0 0 0 0 476082441 488635406 476082441 488635406 2198477737 2225303668 X 5420100 7132865 X 0 1 X 1 0 167250 167250 167250 1 ACRE 4301 WILSON BOULEVARD ARLINGTON VA 22203 546134963 167250 PART I-A, LINE 1: OLD DOMINION ELECTRIC COOPERATIVE (ODEC) ENGAGES WITH OUR GOVERNMENT AT THE LOCAL, STATE AND FEDERAL LEVELS ON VARIOUS ISSUES INCLUDING BUT NOT LIMITED TO REGULATIONS, POLICIES AND LEGISLATION THAT WOULD HARM OUR INDUSTRY, MAKE GENERATION OF ELECTRICITY COST MORE OR AFFECT RELIABILITY. ODEC SPEAKS DIRECTLY TO AGENCY STAFF, ADMINISTRATORS AND LEGISLATORS ABOUT THE IMPACTS OF LEGISLATION AND REGULATION ON OUR MEMBER OWNERS. 45481931 45481931 283137371 166549060 116588311 937500 783723 153777 2265980013 985931576 1280048437 205193864 158582608 46611256 1488883712 CAPITAL TERM CERTIFICATES 41933 C DECOMMISSIONING FUND 260606997 F HOMESTEAD FUND - DEFERRED COMP PLAN 137309 F COBANK STOCK 110897 C INVESTMENT ACES - BOOKED AT COST 1325007 C INVESTMENT NRCO 69353 C INVESTMENT IN RHI - COMMON STOCK 629953 C 262921449 OTHER DEFERRED CREDITS 12393662 OTHER REGULATORY LIABILITY - FAS 143 68419359 ASSET RETIREMENT OBLIGATION 196747569 REG LIAB - DECOMMISSION MTM 73681864 DEFERRED ENERGY 30701774 NYMEX MARG MTM 65285300 447229528 X PART X, LINE 2: AS A NOT-FOR-PROFIT ELECTRIC COOPERATIVE, WE ARE CURRENTLY EXEMPT FROM FEDERAL INCOME TAXATION UNDER IRC SECTION 501(C)(12), AND WE INTEND TO CONTINUE TO OPERATE IN THIS MANNER. BASED ON OUR ASSESSMENT AND EVALUATIONS OF RELEVANT AUTHORITY, WE BELIEVE WE COULD SUSTAIN TREATMENT AS A TAX-EXEMPT UTILITY IN THE EVENT OF A CHALLENGE OF OUR TAX STATUS. ACCORDINGLY, NO PROVISION FOR INCOME TAXES HAS BEEN RECORDED BASED ON ODEC'S OPERATIONS IN THE ACCOMPANYING CONSOLIDATED FINANCIAL STATEMENTS. 0 LOUISA COUNTY HIGH SCHOOL 757 DAVIS HIGHWAY MINERAL VA 23117 546001399 7500 0 SCHOLARSHIPS & EQUPMENT BOYS & GIRLS CLUB OF CECIL COUNTY PO BOX 1737 ELKTON MD 21922 522190263 501(C)(3) 18000 0 GENERAL SUPPORT CECIL COUNTY PUBLIC LIBRARY FOUNDATION 301 NEWARK AVE ELKTON MD 21921 526049235 501(C)(3) 8500 0 GENERAL SUPPORT TOWN OF GORDONSVILLE 112 S MAIN STREET PO POX 276 GORDONSVILLE VA 22942 25000 0 NEW PARK/POOL BENNETT'S VILLAGE INC 716 SHAMROCK ROAD CHARLOTTESVILLE VA 22903 852420979 501(C)(3) 25000 0 NEW PARK THE SPORT AND ENTERTAINMENT CORPORATION OF MARYLAND 323 W CAMDEN STREET SUITE 800 BALTIMORE MD 21201 834686104 501(C)(3) 10000 0 MARYLAND 5 STAR 6 0 X X X 0 1 0 MARCUS M HARRIS PRESIDENT & CEO - ENDED 9/8/23 1180270 0 0 0 18279 0 432273 0 27536 0 1658358 0 0 0 BRYAN S ROGERS SR. VP & CFO 385741 0 0 0 4644 0 392790 0 30180 0 813355 0 0 0 KIRK D JOHNSON SR VP MEMBER ENGAGEMENT 360475 0 0 0 2924 0 182936 0 32030 0 578365 0 0 0 MICHEAL L HERN GENERAL COUNSEL 346295 0 1294 0 9235 0 176105 0 26643 0 559572 0 0 0 CHRISTOPHER F COSBY SR. VP POWER SUPPLY 337220 0 0 0 2298 0 171043 0 35435 0 545996 0 0 0 LYNN A MALONEY VP INVESTOR RELATIONS 233510 0 1750 0 4825 0 197298 0 20152 0 457535 0 0 0 KEVIN C MILLER VP ENGINEERING 228298 0 0 0 2086 0 146760 0 35297 0 412441 0 0 0 ALLYSON PITTMAN VP & CONTROLLER 234371 0 0 0 2340 0 142091 0 33585 0 412387 0 0 0 RUCHIRA R LALWANEY VP IT 225909 0 0 0 4144 0 146705 0 28148 0 404906 0 0 0 WILIAM J PEZALLA VP REGULATORY AFFAIRS 229943 0 1114 0 3258 0 133618 0 36433 0 404366 0 0 0 JOHN M ROBB SVP CHIEF LEGAL OFFICER 259406 0 0 0 603 0 26622 0 0 0 286631 0 0 0 JOHN C LEE JR INTERIM PRESIDENT & CEO - STARTED 9/ 244500 0 0 0 0 0 0 0 0 0 244500 0 0 0 PART I, LINE 4B IN 2018, IN CONNECTION WITH THE EXECUTION OF THE EMPLOYMENT AGREEMENT WITH MR. HARRIS, WE ADOPTED THE DEFERRED COMPENSATION PLAN FOR THE PURPOSE OF PROVIDING SUPPLEMENTAL DEFERRED COMPENSATION TO MR. HARRIS IN AN AMOUNT WITHIN THE STATUTORY MAXIMUMS PERMITTED UNDER IRC SECTION 457. THE DEFERRED COMPENSATION PLAN IS RESTRICTED TO THOSE EXECUTIVE EMPLOYEES DESIGNATED BY OUR BOARD OF DIRECTORS WHO ARE GENERALLY RESPONSIBLE FOR ONGOING OPERATIONS, RESPONSIBLE FOR AND HAVE GENERAL SUPERVISION OVER THE OVERALL FINANCIAL CONDITION, RESPONSIBLE FOR SETTING AND EXECUTING OVERALL CORPORATE POLICIES AND PRACTICES, AND RESPONSIBLE FOR SUPERVISING LARGE NUMBERS OF EMPLOYEES AND WHO ELECT TO PARTICIPATE IN THE DEFERRED COMPENSATION PLAN BY AGREEING TO A DEFERRAL OF A PORTION OF THEIR CURRENT COMPENSATION. CURRENTLY, MR. HARRIS, MR. ROGERS AND MR. COSBY ARE THE ONLY PARTICIPANTS IN THE DEFERRED COMPENSATION PLAN. CONTRIBUTIONS OF $22,500, $13,295 AND $17,308 WERE MADE TO THE PLAN IN 2023, RESPECTIVELY. FORM 990, PART VI, SECTION A, LINE 4 ON JUNE 13, THE CODE OF ETHICS OF OLD DOMINION ELECTRIC COOPERATIVE WAS AMENDED TO MERGE THE TWO EXISTING CODE OF ETHICS (ONE FOR THE BOARD AND ONE FOR EMPLOYEES) INTO ONE. OTHER MATERIAL CHANGES INCLUDE: * ADDITIONAL LANGUAGE TO ADDRESS POTENTIAL CONFLICTS OF INTEREST AND THE HANDLING OF BUSINESS OPPORTUNITIES * ADDITION OF A LOBBYING ACTIVITIES AND POLITICAL CONTRIBUTION SECTION * ADDITION OF AN ANTITRUST AND COMPETITION LAWS SECTION * ADDITION OF AN EQUAL OPPORTUNITY AND HARASSMENT SECTION FORM 990, PART VI, SECTION A, LINE 6 OLD DOMINION ELECTRIC COOPERATIVE IS A COOPERATIVE OWNED BY 11 MEMBERS. NO MEMBER OWNS MORE THAN 50%. FORM 990, PART VI, SECTION B, LINE 11B A FINAL DRAFT OF THE 990 IS PROVIDED TO THE BOARD OF DIRECTORS FOR REVIEW. THE 990 IS REVIEWED BY AN OFFICER OF THE ORGANIZATION BEFORE FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS INCLUDED IN THE COMPANY'S CODE OF ETHICS, WHICH IS SIGNED BY ALL EMPLOYEES AND BOARD MEMBERS. GENERAL COUNSEL SERVES AS THE COMPLIANCE OFFICER TO ADMINISTER THE CODE OF ETHICS. WHEN CONTACTED, THE COMPLIANCE OFFICER IS OBLIGATED TO RECORD ANY REPORT ALLEGING A VIOLATION OF THE CODE AND TO TAKE EFFECTIVE STEPS TO INVESTIGATE SUCH REPORT. PERIODICALLY, AS DETERMINED AND REQUESTED BY THE PRESIDENT/CEO, THE COMPLIANCE OFFICER WILL SUBMIT A MEMORANDUM OUTLINING THE COMPLAINTS HE HAS RECEIVED FOR THAT PERIOD, THE RESULTS OF ALL INVESTIGATIONS, AND RECOMMENDATIONS FOR REMEDIAL ACTION. FORM 990, PART VI, SECTION B, LINE 15 GENERAL PHILOSOPHY OUR COMPENSATION PHILOSOPHY HAS FOUR OBJECTIVES: 1. ATTRACT AND RETAIN A QUALIFIED, DIVERSE WORKFORCE THROUGH A COMPETITIVE COMPENSATION PROGRAM; 2. PROVIDE EQUITABLE AND FAIR COMPENSATION; 3. SUPPORT OUR BUSINESS STRATEGY; AND 4. ENSURE COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. TOTAL COMPENSATION PACKAGE WE COMPENSATE OUR CEO THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. OUR CEO'S BASE SALARY IS DERIVED FROM THIRD PARTY MARKET DATA BASED UPON NATIONAL COMPENSATION SURVEYS. THE NATIONAL COMPENSATION SURVEY DATA INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS OF SIMILAR RESPONSIBILITIES. MR. LEE IS BEING COMPENSATED UTILIZING A CONSULTING SERVICES AGREEMENT DURING HIS ENGAGEMENT AS PRESIDEN AND CEO. THE COMPENSATION OF OUR CEO IS REVIEWED BY THE EXECUTIVE COMMITTEE OF OUR BOARD OF DIRECTORS AND THEY PROVIDE A RECOMMENDATION TO OUR ENTIRE BOARD OF DIRECTORS. THE ENTIRE BOARD OF DIRECTORS APPROVES OUR CEO'S COMPENSATION. WE COMPENSATE OUR OTHER EXECUTIVE OFFICERS THROUGH THE USE OF A TOTAL COMPENSATION PACKAGE WHICH INCLUDES BASE SALARY, COMPETITIVE BENEFITS, AND THE POTENTIAL OF A BONUS. THEIR ANNUAL SALARY IS ALSO DERIVED FROM THIRD PARTY MARKET DATA BASED UPON NATIONAL COMPENSATION SURVEYS AND INCLUDES DATA FROM THE LABOR MARKET FOR POSITIONS OF SIMILAR RESPONSIBILITIES. TARGETED OVERALL COMPENSATION OUR COMPENSATION PROGRAM UTILIZES ACCURATE, DETAILED JOB DESCRIPTIONS FOR ALL OF OUR EMPLOYEES, INCLUDING EXECUTIVE OFFICERS WITH THE EXCEPTION OF THE CEO, AS AN INSTRUMENT TO ESTABLISH BENCHMARKED POSITIONS. THE MARKET COMPENSATION INFORMATION FOR EACH POSITION IS DERIVED FROM SALARY DATA PROVIDED BY THIRD PARTIES THROUGH NATIONAL SURVEYS AND INCLUDES SALARY DATA FOR POSITIONS WITHIN THE DETERMINED COMPETITIVE LABOR MARKET. OUR JOB DESCRIPTIONS ARE REVIEWED ANNUALLY AND INCLUDE JOB RESPONSIBILITIES, REQUIRED KNOWLEDGE, SKILLS AND ABILITIES, FORMAL EDUCATION AND EXPERIENCE NECESSARY TO ACCOMPLISH THE REQUIREMENTS OF THE POSITION WHICH IN TURN HELPS US ACHIEVE OPERATIONAL GOALS. UTILIZING THIS INFORMATION, OUR HUMAN RESOURCES DEPARTMENT DETERMINES A MARKET-BASED SALARY FOR EACH POSITION BASED UPON SALARY SURVEY DATA PROVIDED BY THIRD PARTIES. A THIRD-PARTY CONSULTANT REVIEWS THE MARKET-BASED SALARY DATA WE COMPILED FOR REASONABLENESS AND FAIRNESS ANNUALLY. OUR BOARD OF DIRECTORS HAS DEFINED MARKET-BASED SALARY AS APPROXIMATELY THE 50TH PERCENTILE OF THE MARKET, EXCLUDING NEW HIRES THAT MAY BE HIRED AT 90% OF THE 50TH PERCENTILE OF MARKET UNTIL A LEARNING PERIOD IS COMPLETE. PROCESS OUR BOARD OF DIRECTORS HAS DELEGATED TO OUR CEO THE AUTHORITY TO ESTABLISH AND ADJUST COMPENSATION FOR ALL EMPLOYEES OTHER THAN HIMSELF. WE HAVE A SUB-COMMITTEE OF OUR BOARD OF DIRECTORS, THE EXECUTIVE COMMITTEE, WHICH RECOMMENDS COMPENSATION FOR OUR CEO TO THE ENTIRE BOARD OF DIRECTORS AND THE ENTIRE BOARD OF DIRECTORS APPROVES THE COMPENSATION. THE COMPENSATION FOR ALL OTHER EMPLOYEES, INCLUDING EXECUTIVE OFFICERS OTHER THAN THE CEO, IS APPROVED BY OUR CEO BASED UPON MARKET-BASED SALARY DATA. ON AN ANNUAL BASIS OUR BOARD OF DIRECTORS REVIEWS THE PERFORMANCE AND COMPENSATION OF OUR CEO AND OUR CEO REVIEWS THE PERFORMANCE AND COMPENSATION OF THE REMAINING EXECUTIVE OFFICERS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 4: LINE 4 CONTAINS CAPITAL CREDITS ALLOCATED TO OUR MEMBERS. FORM 990, PART XI, LINE 9: CLOVER BOOK DEPRECIATION FOR FULL YEAR -5,319,983. FEDERAL INCOME TAX 1120-POL -35,102. BOOK/TAX DIFFERENCES FROM PARTNERSHIP -25,421. FEDERAL INCOME TAX FORM 4720 -39,591. PATRONAGE DIVIDENDS - MEMBERSHIP BENEFIT 12,552,962. FORM 990, PART I, LINE 3 AND PART VI, LINE 1A: ODEC IS GOVERNED BY A BOARD OF 22 DIRECTORS, CONSISTING OF TWO REPRESENTATIVES FROM EACH OF OUR MEMBER DISTRIBUTION COOPERATIVES AND ONE REPRESENTATIVE FROM TEC TRADING INC, ITS CLASS B MEMBER. THE CHAIRMAN OF THE BOARD CASTS 2 VOTES, ONE FOR HIS COOPERATIVE AND ONE FOR TEC. TEC TRADING INC 4201 DOMINION BOULEVARD SUITE 300 GLEN ALLEN VA 23060 542040896 ELEC POWER DISTRIBUTION VA C 374285 6598876 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0