2024-05-15T17:54:26-05:00 2023-06-30 931042710 GEFFEN MESHER & COMPANY PC 888 SW 5TH AVENUE SUITE 800 PORTLAND OR 97204 990 2022-07-01 931267672 NORTHWEST POWER POOL NORT 5034451077 7525 NE AMBASSADOR PL M PORTLAND OR 97220 SARAH EDMONDS PRESIDENT 5034451083 2024-05-15 1 SARAH EDMONDS 999009999 1 SASKIA VERVLOET P00885222 5032210141 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z WESTERN POWER POOL SARAH EDMONDS 7525 NE AMBASSADOR PL M PORTLAND OR 97220 12368879 0 X WWW.WESTERNPOWERPOOL.ORG X 1999 OR TO PROVIDE ELECTRIC RELIABILITY SERVICES TO MEMBER ORGANIZATIONS WITHIN THE WESTERN INTERCONNECTION. 5 5 23 0 0 0 0 0 3053533 5401388 77580 55957 6569502 6502634 9700615 11959979 0 0 0 0 4066841 4049092 0 0 0 5523303 7936989 9590144 11986081 110471 -26102 6344144 8577017 5193840 7250077 1150304 1326940 THE NORTHWEST POWER POOL ("NWPP") MISSION IS TO SUPPORT ELECTRIC RELIABILITY BY PROVIDING COST-EFFECTIVE RELIABILITY SERVICES, DEVELOPED IN COOPERATION WITH MEMBERS, TO MEMBER ORGANIZATIONS ACROSS THE WEST. 0 0 NWPP ADMINISTERED THE DEVELOPMENT OF A WESTERN RESOURCE ADEQUACY PROGRAM (WRAP) FOR APPROXIMATELY 20 MEMBER PARTICIPANTS IN THE WESTERN INTERCONNECTION. THE FEDERAL ENERGY REGULATORY COMMISSION (FERC) APPROVED THE PROGRAM WITH AN EFFECTIVE DATE OF JANUARY 1, 2023. THE WRAP PROGRAM IS DESCRIBED IN A TARIFF FILED WITH FERC, EFFECTIVE JANUARY 1, 2023. RESERVE SHARING GROUP - THE NWPP ADMINISTERS A PROGRAM TO OPERATE A RESERVE SHARING GROUP FOR 22 MEMBERS OPERATING 25 ELECTRIC POWER SYSTEM BALANCING AUTHORITY AREAS IN THE WESTERN INTERCONNECTION. THIS PROGRAM COMPRISES: A REAL-TIME SOFTWARE APPLICATION THAT COMPUTES AND ALLOCATES THE POOLED CONTINGENCY RESERVE REQUIREMENT TO THE PARTICIPATING AUTHORITY AREAS, DOCUMENTATION OF THE PROGRAM'S COMPLIANCE WITH THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION ("NERC") BAL-002-3 - DISTURBANCE CONTROL RELIABILITY STANDARD - CONTINGENCY RESERVE FOR RECOVERY FROM A BALANCING CONTINGENCY EVENT AND BAL-002-WECC-3 - CONTINGENCY RESERVE, AND ALL ASSOCIATED AUDITS AND OTHER RELATED REGULATORY ACTIVITIES. NWPP PROVIDES TRANSMISSION PLANNING SERVICES TO MEMBER ORGANIZATIONS TO SUPPORT THEIR FEDERAL ENERGY REGULATORY COMMISSION AND NERC COMPLIANCE OBLIGATIONS. NWPP CONTINUES TO FACILITATE NORTHERN GRID REGIONAL TRANSMISSION PLANNING FOR 14 ENTITIES, AS WELL AS COORDINATE POWER FLOW BASE CASES AND STEADY STATE AND DYNAMIC MODEL VALIDATION FOR VARIOUS MEMBERS. 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 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 23 0 1 23 1 0 0 0 0 0 0 0 0 X 5 5 0 0 1 0 1 0 1 1 1 0 0 1 1 1 1 1 1 1 1 0 X SARAH EDMONDS 5034451077 7525 NE AMBASSADOR PL SUITE M PORTLAND OR 97220 WILLIAM DRUMMOND DIRECTOR, CHAIRPERSON 1.00 X 0 0 0 ERIC KING DIRECTOR, BPA 1.00 X 0 0 0 MICHELLE BERTOLINO DIRECTOR 1.00 X 917 0 0 ANDREW OTT DIRECTOR, VICE CHAIRPERSON 1.00 X 1652 0 0 DOUG HOWE DIRECTOR 1.00 X 945 0 0 SUSAN ACKERMAN DIRECTOR, SECRETARY 1.00 X 0 0 0 SARAH EDMONDS PRESIDENT & CEO 40.00 X 283339 0 102699 LISA HARDIE VICE PRESIDENT OF CORPORATE 40.00 X 0 0 0 CHAREE DIFABIO RESERVE SHARING PROGRAM MANAGER 40.00 X 178100 0 73082 GREGORY PARK SYSTEM OPERATIONS MANAGER 40.00 X 181596 0 56783 SCOTT BEYER REGIONAL TRANSMISSION ENGINEER 40.00 X 173423 0 59237 RYAN ROY DIRECTOR, OF TECHNOLOGY, MODELING, ANALYTICS 40.00 X 175536 0 53984 REBECCA SEXTON DIRECTOR OF RELIABILITY PROGRAMS 40.00 X 175116 0 45037 DAVID L PENNINGTON DEVELOPER 40.00 X 145932 0 57381 JESSICA ZAMONIS TRAINING LEAD 40.00 X 140928 0 47921 MARY ANN PEASE DIRECTOR, FORMER TREASURER 1.00 X 9561 0 0 SCOTT WAPLES DIRECTOR, FORMER SECRETARY 1.00 X 0 0 0 FRANK AFRANJI FORMER CORPORATION PRESIDENT 40.00 X 193981 0 39819 DAVID ANGELL FORMER VICE PRESIDENT 30.00 X 194495 0 37260 GREGG CARRINGTON FORMER CHIEF OPERATING OFFICER 40.00 X 184953 0 24759 2040474 0 597962 11 1 1 0 WRIGHT & TALISMAN PC 1200 G STREET STE 600 WASHINGTON DC DC 20005 LEGAL SERVICES 976566 MCDOWELL RACKNER & GIBSON PC 419 SW 11TH AVE 400 PORTLAND OR 97205 LEGAL SERVICES 317248 THE LYCEUM LEADERSHIP CONSULTING 1 SOUTH DEARBORN STREET 20TH FLOOR CHICAGO IL 60603 CONSULTING 173972 3 MEMBERSHIP FEES 813910 5401388 5401388 5401388 68821 68821 396036 406018 2882 -9982 -2882 -12864 -12864 PROGRAM SERVICE REVENU 813910 6502634 6502634 6502634 11959979 11891158 0 68821 X 1945917 840349 431584 563608 267634 989091 59305 14830 5499536 683232 56636 200622 66345 181407 72835 33921 APBO INTEREST COST 36971 TAXES & LICENSES 36725 MISCELLANEOUS 3206 TRAINING 2327 11986081 1964413 462950 72701 658035 1090053 2927226 1203647 1251110 731141 143831 454938 587310 1551783 1514163 6609 1176223 6344144 8577017 579109 641036 2880327 3633665 1734404 2975376 5193840 7250077 X 1150304 1326940 1150304 1326940 6344144 8577017 X -26102 13185 189553 X X 0 1 X 1 0 292762 292762 438379 143831 294548 587310 LEASE DEPOSIT 30015 ROU ASSET 1146208 1176223 MEMBERSHIP CONTRIBUTIONS 394130 POST-RETIREMENT MEDICAL OBLIGATION 1243448 LEASE LIABILITY 1164964 FINANCE LEASE LIABILITY 172834 2975376 11961216 13185 13185 11948031 11948 11948 11959979 11974133 0 11974133 11948 11948 11986081 PART XI, LINE 4B - OTHER ADJUSTMENTS: RECLASSIFICATION OF INVESTMENT MANAGEMENT FEES 14,830. RECLASSIFICATION OF ASSET DISPOSITIONS -2,882. PART XII, LINE 4B - OTHER ADJUSTMENTS: RECLASSIFICATION OF INVESTMENT MANAGEMENT FEES 14,830. RECLASSIFICATION OF ASSET DISPOSITIONS -2,882. 1 X 0 0 0 SARAH EDMONDS PRESIDENT & CEO 283339 0 0 0 0 0 39924 0 62775 0 386038 0 0 0 CHAREE DIFABIO RESERVE SHARING PROGRAM MANAGER 178100 0 0 0 0 0 25029 0 48053 0 251182 0 0 0 GREGORY PARK SYSTEM OPERATIONS MANAGER 181596 0 0 0 0 0 24645 0 32138 0 238379 0 0 0 FRANK AFRANJI FORMER CORPORATION PRESIDENT 193981 0 0 0 0 0 10185 0 29634 0 233800 0 0 0 SCOTT BEYER REGIONAL TRANSMISSION ENGINEER 173423 0 0 0 0 0 24311 0 34926 0 232660 0 0 0 DAVID ANGELL FORMER VICE PRESIDENT 194495 0 0 0 0 0 25321 0 11939 0 231755 0 0 0 RYAN ROY DIRECTOR, OF TECHNOLOGY, MODELING, A 175536 0 0 0 0 0 23676 0 30308 0 229520 0 0 0 REBECCA SEXTON DIRECTOR OF RELIABILITY PROGRAMS 175116 0 0 0 0 0 23609 0 21428 0 220153 0 0 0 GREGG CARRINGTON FORMER CHIEF OPERATING OFFICER 184953 0 0 0 0 0 5653 0 19106 0 209712 0 0 0 DAVID L PENNINGTON DEVELOPER 145932 0 0 0 0 0 19020 0 38361 0 203313 0 0 0 JESSICA ZAMONIS TRAINING LEAD 140928 0 0 0 0 0 18321 0 29600 0 188849 0 0 0 MARY ANN PEASE DIRECTOR, FORMER TREASURER 9561 0 0 0 0 0 0 0 0 0 9561 0 0 0 SCOTT WAPLES DIRECTOR, FORMER SECRETARY 0 0 0 0 0 0 0 0 0 0 0 0 PART I, LINE 3 THE NWPP PRESIDENT'S COMPENSATION IS MANAGED BY THE BOARD OF DIRECTORS ("BOARD"). THE BOARD IS RESPONSIBLE FOR ESTABLISHING THE PRESIDENT'S TOTAL COMPENSATION. THE BOARD EMPLOYS THE FOLLOWING PROCESS: A.) AT THE ANNUAL MEETING OF THE BOARD, THE BOARD WILL MEET IN EXECUTIVE SESSION TO DISCUSS THE PRESIDENT'S COMPENSATION. THE BOARD MAY USE INFORMAL SURVEYS AND BENCHMARKING RESULTS OF VARIOUS ORGANIZATIONS (E.G. UTILITIES, ENGINEERING CONSULTANTS, FINANCIAL INSTITUTIONS, AND OTHERS) TO ASSURE TOTAL COMPENSATION IS IN LINE WITH COMPARABLE POSITIONS. B.) THE BOARD EVALUATES THE PRESIDENT'S PERFORMANCE, CONTRIBUTIONS, AND VALUE PROVIDED TO THE ORGANIZATION OVER THE PRIOR YEAR. C.) THE BOARD USES THIS INFORMATION, ALONG WITH THE RECOMMENDED ANNUAL EMPLOYEE COMPENSATION ADJUSTMENT PROVIDED BY THE PRESIDENT, TO ESTABLISH THE TOTAL COMPENSATION FOR THE PRESIDENT FOR THE NEXT YEAR. FORM 990, PART VI, SECTION A, LINE 4 NWPP ADOPTED NEW BYLAWS AND ARTICLES OF INCORPORATION ON MAY 30, 2023. THESE GOVERNANCE DOCUMENTS WERE MODIFIED TO INCLUDE PROVISIONS NECESSARY TO INCORPORATE THE DESIGN OF NWPP'S WRAP PROGRAM GOVERNANCE. THE NEW BYLAWS ALSO GIVE VOTING MEMBERS CERTAIN RIGHTS, INCLUDING: (I) THE RIGHT TO VOTE ON AN ACTION OR AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS IF THE ACTION OR AMENDMENT WOULD REDUCE OR ELIMINATE THE MEMBER'S RIGHT TO VOTE; (II) THE RIGHT TO VOTE TO DISSOLVE THE CORPORATION; (III) THE RIGHT TO VOTE ON MERGERS; AND (III) THE RIGHT TO INSPECT THE CORPORATION'S ACCOUNTING RECORDS AND CORPORATE MEMBERSHIP LIST AS PROVIDED BY OREGON LAW. FORM 990, PART VI, SECTION A, LINE 6 SEE EXPLANATION FOR LINE 4. FORM 990, PART VI, SECTION A, LINE 7B SEE EXPLANATION FOR LINE 4. FORM 990, PART VI, SECTION B, LINE 11B ALL BOARD MEMBERS RECEIVE THE DRAFT FORM 990 IN ADVANCE OF A FINANCE AND AUDIT COMMITTEE MEETING. ALL BOARD MEMBERS AND THE AUDITOR ARE INVITED TO THE MEETING, DURING WHICH BOARD MEMBERS ARE ABLE TO ASK QUESTIONS AND RAISE ANY CONCERNS THEY MAY HAVE ABOUT THE FORM 990. IF THE BOARD MEMBERS ARE SATISFIED WITH THE CONTENT AND RAISE NO CONCERNS, THE FORM 990 WILL BE COMPLETED AND FILED. IF BOARD MEMBERS NOTE ANY ISSUES OF CONCERN, THOSE CONCERNS WILL BE ADDRESSED BEFORE THE FORM 990 IS COMPLETED AND FILED. FORM 990, PART VI, SECTION B, LINE 12C NWPP'S NEW, INDEPENDENT BOARD HAS ADOPTED A CONFLICT OF INTEREST POLICY. THAT POLICY REQUIRES BOARD MEMBERS TO REMAIN FREE OF CONFLICTS OF INTEREST AND TO REPORT ANY CONFLICTS THAT MAY ARISE. EACH BOARD MEMBER COMPLETES AN ANNUAL DISCLOSURE FORM RELATED TO FINANCIAL INDEPENDENCE AND CONFLICTS OF INTEREST. FORM 990, PART VI, SECTION B, LINE 15 THE NWPP EMPLOYEE COMPENSATION IS MANAGED BY THE PRESIDENT. THE PRESIDENT IS RESPONSIBLE FOR ESTABLISHING THE ANNUAL EMPLOYEE COMPENSATION ADJUSTMENT. THIS ADJUSTMENT IS COMPOSED OF COST-OF LIVING AND MERIT INCREASES. THE COMPENSATION ADJUSTMENT, INCLUDING SUPPORTING MATERIAL, IS PRESENTED TO THE BOARD DURING THE BUDGET APPROVAL PROCESS. FORM 990, PART VI, SECTION C, LINE 19 NWPP PROVIDES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY TO THE PUBLIC. FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER PROFESSIONAL FEES 848,137. OTHER CONSULTING 197,399. SOUTHWEST POWER POOL SERVICE FEES 4,454,000. FORM 990, PART XI, LINE 9: RETIREMENT BENEFITS ADJUSTMENT 189,553. PART XII, ITEM #2C NWPP SAT A NEW BOARD IN EARLY 2023. THAT NEW, INDEPENDENT BOARD ESTABLISHED A FINANCE AND AUDIT COMMITTEE MADE UP OF THREE DIRECTORS. THIS COMMITTEE IS RESPONSIBLE FOR HIRING AND OVERSEEING WPP'S INDEPENDENT AUDITOR AND REVIEWING AUDITED FINANCIALS. THE NWPP BOARD HAS RECEIVED IN FINAL DRAFT FORM INDEPENDENT AUDITED FINANCIAL STATEMENTS. ISSUANCE IS ANTICIPATED IN THE VERY NEAR FUTURE WITH NO ANTICIPATED FINANCIAL STATEMENT CHANGES. PART XI, LINE 9: THE RETIREMENT BENEFITS ADJUSTMENT REFLECTS THE ACTUARIAL GAIN ON THE APBO OF CHANGE IN DISCOUNT RATE ASSUMPTION.