2026-07-28T08:56:58-05:00 2025-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2025-01-01 522314113 NATIONAL ASSOCIATION OF CORPORATE DIRECTORS NATI 5713673700 1100 WILSON BOULEVARD 2500 ARLINGTON VA 22209 PETER R GLEASON PRESIDENT & CEO 5713673700 2026-07-28 1 ELIZABETH W HELLER P00397829 3019519090 2025 2025-03-06 01:10:19Z PETER R GLEASON 1100 WILSON BOULEVARD 2500 ARLINGTON VA 22209 49984360 0 X WWW.NACDONLINE.ORG X 1977 DC WE EMPOWER DIRECTORS AND TRANSFORM BOARDS TO BE FUTURE READY. 11 10 168 25 229995 0 0 0 45571985 46000116 1381097 1600177 67084 85496 47020166 47685789 0 0 0 0 24438701 25930395 0 0 0 21145004 21957421 45583705 47887816 1436461 -202027 80293378 83745266 47490604 46986461 32802774 36758805 X WE EMPOWER DIRECTORS AND TRANSFORM BOARDS TO BE FUTURE READY. 0 0 10570414 MARKETING & COMMUNICATIONS - MARKETING AND COMMUNICATIONS WORKS PRIMARILY TO ENHANCE NACD'S POSITION IN THE MARKETPLACE BY CREATING AWARENESS FOR OUR MEMBERSHIP, RESEARCH, AND EDUCATIONAL PROGRAMS. THEY ALSO LEAD OUR COMMUNICATIONS EFFORTS BY COORDINATING OUR PRESS OUTREACH, AS WELL AS OUR EFFORTS AROUND SOCIAL MEDIA AND ADVERTISING. 8540689 6884126 EDUCATIONAL PROGRAMS - NACD CONDUCTS LEADING-EDGE, INTERACTIVE SEMINARS AND CONFERENCES (BOTH TRADITIONAL IN-PERSON AND VIRTUAL) DESIGNED FOR BOTH DIRECTORS AND EXECUTIVE MANAGEMENT. NACD ALSO OFFERS ITS FULL CURRICULUM AS IN-HOUSE EDUCATIONAL PROGRAMS THAT CAN BE INDIVIDUALLY TAILORED TO MEET SPECIFIC NEEDS. 7152532 30765309 MEMBERSHIP - PROVIDES SERVICES TO MORE THAN 23,000 MEMBERS & VARIOUS CUSTOMERS. MEMBERSHIP BENEFITS INCLUDE: CONTINUING DIRECTOR EDUCATION, BENCHMARKING RESEARCH IN NUMEROUS BOARD AND COMMITTEE PRACTICES, THOUGHT LEADERSHIP PUBLICATIONS, PRACTICAL HANDBOOKS FOR COMMITTEES AND BOARDS, DIRECTOR SEARCH SERVICES, NACD DIRECTORSHIP CERTIFICATION, AND OTHER RESOURCES. 4197801 7096869 RESEARCH AND PUBLICATIONS - PROVIDES EDUCATIONAL PUBLICATIONS DESIGNED TO ELEVATE INDIVIDUAL AND BOARD PERFORMANCE. THESE PUBLICATIONS INCLUDE THE NACD DIRECTORSHIP MAGAZINE AND OUR DAILY PUBLICATION, DIRECTORS DAILY. 4058262 CHAPTERS - NACD HAS 20 CHAPTERS PROVIDING EVENTS IN MORE THAN 35 CITIES. THEY DEVELOP WORLD CLASS PROGRAMMING WHICH FEATURE LEADING INDUSTRY EXPERTS AND PUBLIC AND PRIVATE COMPANY DIRECTOR SPEAKERS, PROVIDING IN-DEPTH INFORMATION ON TIMELY TOPICS AND PEER-TO-PEER DIALOGUE ABOUT CRITICAL BOARDROOM ISSUES. 1807725 1253845 BOARD ADVISORY SERVICES - PROVIDES EDUCATIONAL PROGRAMS FOR COMPANIES THAT ARE CUSTOMIZED AROUND THE BOARD'S NEEDS AS THEY RELATE TO CORPORATE GOVERNANCE ISSUES. 745883 CERTIFICATION 10809671 8350714 37073306 1 0 0 0 0 0 0 0 0 0 1 0 0 1 1 0 0 1 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 1 1 1 0 0 1 96 0 1 168 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 11 10 0 0 0 0 0 0 0 1 1 0 1 1 1 1 1 1 1 1 1 1 0 CA X ALEX OBUCHOWSKI 5713673770 1100 WILSON BOULEVARD SUITE 2500 ARLINGTON VA 22209 X PETER GLEASON CHIEF EXECUTIVE OFFICER 54.00 1.00 X X 1190111 0 63518 DONA YOUNG BOARD MEMBER (SEE SCHED. O) 1.00 0.00 X 3000 0 0 SUE COLE TRANS. CHAIR TO BOARD MEMBER 05/25 1.00 0.00 X X 0 0 0 MARY WINSTON TRANS. VICE CHAIR TO CHAIR 05/25 1.00 0.00 X X 0 0 0 WES BRICKER BOARD MEMBER (FROM 10/25) 1.00 0.00 X 0 0 0 JOCELYN CARTER-MILLER BOARD MEMBER 1.00 0.00 X 0 0 0 NORA DENZEL BOARD MEMBER 1.00 1.00 X 0 0 0 DANIEL GALLAGHER BOARD MEMBER (UNTIL 05/25) 1.00 0.00 X 0 0 0 SANDRA LAWRENCE BOARD MEMBER 1.00 0.00 X 0 0 0 JESUS MANTAS BOARD MEMBER (FROM 10/25) 1.00 0.00 X 0 0 0 JAY D MILLER BOARD MEMBER 1.00 0.00 X 0 0 0 MICHAEL MONTELONGO BOARD MEMBER 1.00 0.00 X 0 0 0 KIMBERLY A SIMPSON COO, GEN. COUN. & CORP. SEC. 54.00 1.00 X 532124 0 49132 ALEX S OBUCHOWSKI CHIEF FINANCIAL OFFICER 54.00 1.00 X 458900 0 55345 RONA BUNN CHIEF INFORMATION OFFICER 55.00 0.00 X 443137 0 41639 FRISO VAN DER OORD SENIOR VICE PRESIDENT, CONTENT 55.00 0.00 X 392000 0 0 GREG GRIFFITH SR. DIR., PART., SPONS. & DEV'L 50.00 0.00 X 319165 0 45486 BETH MERIN VICE PRESIDENT, MARKETING 50.00 0.00 X 306814 0 44045 WANDA PARKER-SMITH DIRECTOR, HUMAN RESOURCES 50.00 0.00 X 287856 0 41095 LISA HIRTZINGER VICE PRESIDENT, CONTENT EXPERIENCE 50.00 0.00 X 270978 0 49454 JULIE E MOUNT SENIOR DIRECTOR, CHAPTER NETWORK 50.00 0.00 X 274823 0 37044 4478908 0 426758 90 0 1 0 NALLAS CORPORATION 12 PENNS TRAIL NEWTOWN PA 18940 TECHNOLOGY DEVELOPMENT 2944656 BLISS GROUP HOLDINGS 70 RAINEY ST UNIT 1806 AUSTIN TX 78701 MEDIA ADVERTISING 871438 ADAGE TECHNOLOGIES 10 S RIVERSIDE PLAZA SUITE 1500 CHICAGO IL 60606 TECHNOLOGY DEVELOPMENT 740408 CVENT 1765 GREENSBORO STATION PLACE 7TH F TYSONS VA 22102 EVENT REGISTRATION SERVICES 404309 FERN EXPOSITION SERVICES LLC PO BOX 737936 DALLAS TX 753737936 EVENTS: EQUIPMENT & LABOR 294174 36 MEMBERSHIP DUES 900099 30765309 30765309 RESEARCH & PUBLICATION 900099 7096836 6871836 225000 EDUCATIONAL PROGRAMS 900099 6884126 6884126 BOARD ADVISORY SERVICE 900099 1253845 1248850 4995 46000116 1337173 1337173 33 33 2561575 2298571 263004 263004 263004 FEDERAL TAX REFUND 900099 58237 58237 MISCELLANEOUS INCOME 900099 27226 27226 85463 47685789 45770121 229995 1685673 3205416 2552957 652459 18158979 14462729 3696250 1230121 903875 326246 1948804 1436969 511835 1387075 1026509 360566 489579 327824 161755 121362 121362 142550 142550 1781983 1274484 507499 2172384 1708868 463516 1656819 569345 1087474 3797263 2803807 993456 1559909 1253739 306170 1015358 729564 285794 4917023 4616904 300119 1288582 1035666 252916 142444 142444 CHAPTER DUES & INCENTIV 919524 915108 4416 EXHIBITS AND DISPLAYS 616233 616233 DUES & SUBSCRIPTIONS 347189 219599 127590 TEMP. HELP & INTERNS 191293 141567 49726 797926 477559 320367 47887816 37073306 10814510 0 104860 79344 14915298 13656644 941971 918634 1891772 2267429 17946753 3525175 14316480 14421578 32520513 37442359 885921 1167170 1137000 1137000 13579563 12655108 80293378 83745266 5977266 5450214 21904740 21261679 19608598 20274568 47490604 46986461 X 32802774 36758805 32802774 36758805 80293378 83745266 -202027 4158058 0 X 0 1 X 1 0 X 33167707 38367092 43166143 45306985 45770121 205778048 33167707 38367092 43166143 45306985 45770121 205778048 0 769636 688060 638456 755081 487505 3338738 769636 688060 638456 755081 487505 3338738 202439310 706509 721208 1518787 1544475 1337206 5828185 706509 721208 1518787 1544475 1337206 5828185 356241 77651 433892 37706 6495 59029 67084 85463 255777 34268163 39172446 44743959 46918544 47192790 212295902 0.95360 0.94780 0.02750 0.02650 X 9057547 208255 8849292 8361936 2859026 5502910 527270 457894 69376 14421578 RIGHT OF USE ASSET 11624200 DUE FROM NACD CDI 646306 DEPOSITS 384602 12655108 DEFERRED COMPENSATION 148061 LEASE LIABILITY 20126507 20274568 51701297 4158058 4158058 47543239 142550 142550 47685789 47745266 0 47745266 142550 142550 47887816 X X 1 1 X X X X X 0 1 0 1 0 0 0 1 0 PETER GLEASON CHIEF EXECUTIVE OFFICER 714958 0 475153 0 0 0 25950 0 37568 0 1253629 0 0 0 KIMBERLY A SIMPSON COO, GEN. COUN. & CORP. SEC. 371971 0 160153 0 0 0 33750 0 15382 0 581256 0 0 0 ALEX S OBUCHOWSKI CHIEF FINANCIAL OFFICER 318308 0 140592 0 0 0 29250 0 26095 0 514245 0 0 0 RONA BUNN CHIEF INFORMATION OFFICER 320881 0 122256 0 0 0 26813 0 14826 0 484776 0 0 0 FRISO VAN DER OORD SENIOR VICE PRESIDENT, CONTENT 292000 0 100000 0 0 0 0 0 0 0 392000 0 0 0 GREG GRIFFITH SR. DIR., PART., SPONS. & DEV'L 214655 0 104510 0 0 0 19508 0 25978 0 364651 0 0 0 BETH MERIN VICE PRESIDENT, MARKETING 252796 0 54018 0 0 0 22079 0 21966 0 350859 0 0 0 WANDA PARKER-SMITH DIRECTOR, HUMAN RESOURCES 238888 0 48968 0 0 0 20859 0 20236 0 328951 0 0 0 LISA HIRTZINGER VICE PRESIDENT, CONTENT EXPERIENCE 227272 0 43706 0 0 0 20853 0 28601 0 320432 0 0 0 JULIE E MOUNT SENIOR DIRECTOR, CHAPTER NETWORK 224839 0 49984 0 0 0 20359 0 16685 0 311867 0 0 0 PART I, LINE 1A NACD'S CEO 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, THAT ARE USED BY MEMBERS OF THE SENIOR STAFF, WHEN AVAILABLE, DURING TRAVEL TO NEW YORK CITY. THE CLUB ALSO HAS RECIPROCAL MEMBERSHIP WITH CLUBS AROUND THE COUNTRY THAT ARE ALSO UTILIZED FOR THIS PURPOSE. FIRST-CLASS AIRFARE IS REIMBURSABLE TO BOARD MEMBERS TRAVELING ON NACD BUSINESS. PART I, LINE 1B PER THE COMPENSATION COMMITTEE'S CHARTER, ALL SUCH EXPENDITURES HAVE BEEN APPROVED BY THE COMMITTEE. PART I, LINE 4B DURING 2024, NACD IMPLEMENTED A NONQUALIFIED DEFERRED COMPENSATION PLAN UNDER THE PROVISIONS OF SECTION 457(F) OF THE INTERNAL REVENUE CODE. THE PLAN'S PERFORMANCE PERIOD BEGAN JANUARY 1, 2024 AND ENDS DECEMBER 31, 2026. AS OF DECEMBER 31, 2025, $75,373 WAS ACCRUED TO THE PLAN. THE FOLLOWING INDIVIDUALS PARTICIPATED IN THE PLAN: PETER GLEASON $21,014 KIMBERLY SIMPSON $13,938 ALEX OBUCHOWSKI $13,938 RONA BUNN $13,938 FRISO VAN DER OORD $12,545 PART I, LINE 5 NACD HAS A 457(F) PLAN TO ACCRUE A BENEFIT IF CERTAIN PERFORMANCE OBJECTIVES ARE MET. 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. BONUS PAYMENTS ARE REFLECTED ON PART II, COLUMN (B)(II). FORM 990, PART VI, SECTION A, LINE 1A THE BOARD MAY APPOINT AN EXECUTIVE COMMITTEE, WHICH SHALL HAVE AUTHORITY TO TAKE SUCH ACTIONS FOR THE BOARD AS MAY BE REQUIRED BETWEEN MEETINGS OF THE BOARD, PROVIDED SUCH ACTIONS ARE NOT INCONSISTENT WITH LAW, THE ARTICLES OF INCORPORATION, OR THE BYLAWS. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY THE INDEPENDENT ACCOUNTING FIRM AND REVIEWED BY SENIOR MANAGEMENT. THE FORM 990 WAS THEN PROVIDED TO THE AUDIT & FINANCE COMMITTEE, AS WELL AS THE FULL BOARD OF DIRECTORS FOR REVIEW PRIOR TO FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C OFFICERS AND DIRECTORS ARE REQUIRED TO SIGN A CONFLICT OF INTEREST POLICY STATEMENT ANNUALLY. THE DIRECTORS' SIGNED STATEMENTS ARE REVIEWED BY THE NOMINATING & GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS. ANY POTENTIAL CONFLICT OF INTEREST IS DISCUSSED BY THE FULL BOARD OF DIRECTORS. IF A CONFLICT OF INTEREST IS IDENTIFIED AT THE BOARD LEVEL, THAT DIRECTOR WOULD RECUSE HIMSELF/HERSELF FROM ANY DISCUSSION/DELIBERATIONS ABOUT THAT TOPIC. FORM 990, PART VI, SECTION B, LINE 15 THE NACD BOARD OF DIRECTORS HAS AN HR & COMPENSATION COMMITTEE COMPRISED OF FOUR INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. THE HR & COMPENSATION COMMITTEE IS CHARGED WITH ASSISTING THE BOARD OF DIRECTORS IN FULFILLING ITS OVERSIGHT RESPONSIBILITIES RELATING TO THE COMPENSATION AND BENEFITS OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM WITH AN ANNUAL COMPENSATION OF $275,000 OR GREATER. ANY BONUSES PAID TO THE SENIOR MANAGEMENT TEAM ARE ALSO APPROVED BY THE HR & COMPENSATION COMMITTEE. ACCORDING TO THE COMMITTEE'S CHARTER, ITS OVERSIGHT RESPONSIBILITIES INCLUDE: 1. DEVELOPING A COMPENSATION PHILOSOPHY AND POLICIES FOR APPROVAL BY THE BOARD; 2. REVIEW OF NACD'S GOALS AND OBJECTIVES RELEVANT TO THE COMPENSATION OF THE CEO AND THE CEO'S SENIOR MANAGEMENT TEAM FOR APPROVAL BY THE BOARD; 3. ANNUALLY EVALUATE THE CEO'S PERFORMANCE IN LIGHT OF THESE GOALS AND OBJECTIVES, AND MAKE A RECOMMENDATION TO THE BOARD WITH RESPECT TO THE CEO'S COMPENSATION; 4. THE CEO WILL ESTABLISH SALARIES AND ANY ADJUSTMENTS FOR MEMBERS OF THE STAFF BELOW $275,000 IN ANNUAL COMPENSATION FOLLOWING APPROVAL OF A MERIT AND BONUS POOL BY THE COMMITTEE; AND, 5. ANNUALLY REVIEW THE CEO'S AND THE CEO'S SENIOR MANAGEMENT TEAM COMPENSATION TO ENSURE THAT SUCH SALARIES, BONUSES, AND BENEFITS ARE APPROPRIATE AND CONSISTENT WITH PUBLISHED COMPENSATION SURVEYS OR GUIDANCE RECEIVED BY OUTSIDE CONSULTANTS. THE COMMITTEE WILL ALSO REVIEW ANY CHANGE IN BENEFITS APPLICABLE TO THE CEO'S SENIOR MANAGEMENT TEAM. THE MOST RECENT COMPENSATION REVIEW WAS IN JANUARY 2025. FORM 990, PART VI, SECTION C, LINE 19 NACD'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW ON ITS WEBSITE: WWW.NACDONLINE.ORG. INCLUDED ARE THE ORGANIZATION'S GOVERNANCE GUIDELINES, BOARD OF DIRECTORS' BIOGRAPHIES, ALL COMMITTEE CHARTERS, BYLAWS, CODE OF ETHICS, AND DOCUMENT RETENTION POLICY. THE ORGANIZATION ALSO KEEPS A COPY OF OUR AUDITED FINANCIAL STATEMENTS AND IRS FORM 990 AVAILABLE FOR PUBLIC REVIEW IN ITS OFFICES. THE IRS FORM 990 IS ALSO AVAILABLE ON GUIDESTAR. THE ORGANIZATION'S CONFLICT OF INTEREST POLICY IS DESCRIBED ABOVE, AND IS NOT CURRENTLY PUBLISHED ON THE WEBSITE. FORM 990, PART VII, SECTION A: ONE MEMBER OF THE GOVERNING BODY RECEIVED FEES FOR CONTRACTED SERVICES THEY PROVIDED IN THEIR CAPACITY AS A FACULTY MEMBER AT THE ASSOCIATION'S WORK PROGRAMS DESCRIBED IN PART III. NACD CORPORATE DIRECTORS INSTITUTE 1100 WILSON BOULEVARD STE 2500 ARLINGTON VA 22209 842647589 PROMOTE THE PROFESSION OF CORPORATE DIRECTORSHIP DC 501(C)(6) N/A NACD 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 1 1 NACD CORPORATE DIRECTORS INSTITUTE J 43516 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE N 43516 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE O 944429 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE Q 1306562 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE R 146652 SHARED SVCS. AGREEMENT NACD CORPORATE DIRECTORS INSTITUTE S 256020 SHARED SVCS. AGREEMENT