Attach to Form 990 or Form 990-EZ.
Go to
www.irs.gov/Form990 for instructions and the latest information.
| (i) Name of supported organization | (ii) EIN | (iii) Type of organization (described on lines 1- 10 above (see instructions)) | (iv) Is the organization listed in your governing document? | (v) Amount of monetary support (see instructions) | (vi) Amount of other support (see instructions) | |
|---|---|---|---|---|---|---|
| Yes | No | |||||
|
Total |
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Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grant.") .. | 11,808,816 | 12,347,880 | 13,992,550 | 15,475,412 | 17,754,007 | 71,378,665 |
| 2 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.... | ||||||
| 3 | The value of services or facilities furnished by a governmental unit to the organization without charge.. | ||||||
| 4 | Total. Add lines 1 through 3 | 11,808,816 | 12,347,880 | 13,992,550 | 15,475,412 | 17,754,007 | 71,378,665 |
| 5 | The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f).. | ||||||
| 6 | Public support. Subtract line 5 from line 4. | 71,378,665 | |||||
Calendar year
(or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 7 | Amounts from line 4.. | 11,808,816 | 12,347,880 | 13,992,550 | 15,475,412 | 17,754,007 | 71,378,665 |
| 8 | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources... | 206,757 | 359,401 | 486,323 | 728,467 | 842,188 | 2,623,136 |
| 9 | Net income from unrelated business activities, whether or not the business is regularly carried on.. | ||||||
| 10 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.).. | 14,585 | 3,688 | 12,006 | 607 | 8,000 | 38,886 |
| 11 | Total support. Add lines 7 through 10 | 74,972,451 | |||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 1 | Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") . | ||||||
| 2 | Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose | ||||||
| 3 | Gross receipts from activities that are not an unrelated trade or business under section 513 ..... | ||||||
| 4 | Tax revenues levied for the organization's benefit and either paid to or expended on its behalf... | ||||||
| 5 | The value of services or facilities furnished by a governmental unit to the organization without charge | ||||||
| 6 | Total. Add lines 1 through 5 | ||||||
| 7a | Amounts included on lines 1, 2, and 3 received from disqualified persons | ||||||
| b | Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year. | ||||||
| c | Add lines 7a and 7b.. | ||||||
| 8 | Public support. (Subtract line 7c from line 6.) | ||||||
Calendar year (or fiscal year beginning in) ![]() |
(a) 2015 | (b) 2016 | (c) 2017 | (d) 2018 | (e) 2019 | (f) Total | |
|---|---|---|---|---|---|---|---|
| 9 | Amounts from line 6... | ||||||
| 10a | Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources.. | ||||||
| b | Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975. | ||||||
| c | Add lines 10a and 10b. | ||||||
| 11 | Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on. | ||||||
| 12 | Other income. Do not include gain or loss from the sale of capital assets (Explain in Part VI.) .. | ||||||
| 13 | Total support. (Add lines 9, 10c, 11, and 12.).. | ||||||
| Section A - Adjusted Net Income | (A) Prior Year |
(B) Current Year (optional) |
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| 1 | Net short-term capital gain | 1 | ||||
| 2 | Recoveries of prior-year distributions | 2 | ||||
| 3 | Other gross income (see instructions) | 3 | ||||
| 4 | Add lines 1 through 3 | 4 | ||||
| 5 | Depreciation and depletion | 5 | ||||
| 6 | Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions) | 6 | ||||
| 7 | Other expenses (see instructions) | 7 | ||||
| 8 | Adjusted Net Income (subtract lines 5, 6 and 7 from line 4) | 8 | ||||
| Section B - Minimum Asset Amount | (A) Prior Year |
(B) Current Year (optional) |
||||
| 1 | Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year): | 1 | ||||
| a | Average monthly value of securities | 1a | ||||
| b | Average monthly cash balances | 1b | ||||
| c | Fair market value of other non-exempt-use assets | 1c | ||||
| d | Total (add lines 1a, 1b, and 1c) | 1d | ||||
| e |
Discount claimed for blockage or other factors (explain in detail in Part VI): |
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| 2 | Acquisition indebtedness applicable to non-exempt use assets | 2 | ||||
| 3 | Subtract line 2 from line 1d | 3 | ||||
| 4 | Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions). | 4 | ||||
| 5 | Net value of non-exempt-use assets (subtract line 4 from line 3) | 5 | ||||
| 6 | Multiply line 5 by .035 | 6 | ||||
| 7 | Recoveries of prior-year distributions | 7 | ||||
| 8 | Minimum Asset Amount (add line 7 to line 6) | 8 | ||||
| Section C - Distributable Amount | Current Year | |||||
| 1 | Adjusted net income for prior year (from Section A, line 8, Column A) | 1 | ||||
| 2 | Enter 85% of line 1 | 2 | ||||
| 3 | Minimum asset amount for prior year (from Section B, line 8, Column A) | 3 | ||||
| 4 | Enter greater of line 2 or line 3 | 4 | ||||
| 5 | Income tax imposed in prior year | 5 | ||||
| 6 | Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions) | 6 | ||||
| Section D - Distributions | Current Year | |
|---|---|---|
| 1 Amounts paid to supported organizations to accomplish exempt purposes | ||
|
2
Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity |
||
| 3 Administrative expenses paid to accomplish exempt purposes of supported organizations | ||
| 4 Amounts paid to acquire exempt-use assets | ||
| 5 Qualified set-aside amounts (prior IRS approval required) | ||
| 6 Other distributions (describe in Part VI). See instructions | ||
| 7Total annual distributions. Add lines 1 through 6. | ||
|
8
Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions |
||
| 9 Distributable amount for 2019 from Section C, line 6 | ||
| 10 Line 8 amount divided by Line 9 amount | ||
| Section E - Distribution Allocations (see instructions) |
(i) Excess Distributions |
(ii) Underdistributions Pre-2019 |
(iii) Distributable Amount for 2019 |
|
|---|---|---|---|---|
| 1 Distributable amount for 2019 from Section C, line 6 | ||||
|
2
Underdistributions, if any, for years prior to 2019 (reasonable cause required-- explain in Part VI). See instructions. |
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| 3 Excess distributions carryover, if any, to 2019: | ||||
| a From 2014....... | ||||
| b From 2015....... | ||||
| c From 2016....... | ||||
| d From 2017....... | ||||
| e From 2018....... | ||||
| fTotal of lines 3a through e | ||||
| g Applied to underdistributions of prior years | ||||
| h Applied to 2019 distributable amount | ||||
|
i
Carryover from 2014 not applied (see instructions) |
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| j Remainder. Subtract lines 3g, 3h, and 3i from 3f. | ||||
| 4Distributions for 2019 from Section D, line 7: | ||||
| $ | ||||
| a Applied to underdistributions of prior years | ||||
| b Applied to 2019 distributable amount | ||||
| c Remainder. Subtract lines 4a and 4b from 4. | ||||
|
5
Remaining underdistributions for years prior to 2019, if any. Subtract lines 3g and 4a from line 2. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
6
Remaining underdistributions for 2019. Subtract lines 3h and 4b from line 1. If the amount is greater than zero, explain in Part VI. See instructions. |
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|
7 Excess distributions carryover to 2020. Add lines 3j and 4c. |
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| 8 Breakdown of line 7: | ||||
| a Excess from 2015..... | ||||
| b Excess from 2016..... | ||||
| c Excess from 2017..... | ||||
| d Excess from 2018..... | ||||
| e Excess from 2019..... | ||||
| Facts And Circumstances Test |
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| Return Reference | Explanation |
|---|---|
| SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: | INCOME FROM ACTIVITIES NOT IN THE NORMAL COURSE OF BUSINESS |
| Software ID: | |
| Software Version: |
Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 1 | 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 A, LINE 4 | WITH THE PROMOTION OF ERIN ESSENMACHER TO PRESIDENT, THE PRESIDENT & CEO ROLES WERE SPLIT INTO SEPARATE ROLES. |
| FORM 990, PART VI, SECTION A, LINE 6 | NACD CURRENTLY SERVES 21,092 MEMBERS, PRIMARILY IN THE UNITED STATES, BUT WITH A SMALL INTERNATIONAL CONTINGENT. WE DIVIDE MEMBERSHIP INTO TWO PRIMARY CLASSES, INDIVIDUAL MEMBERS AND FULL BOARD MEMBERS. FULL BOARD MEMBERS JOIN AS A GROUP, AND DURING 2019, MORE THAN 80% OF OUR MEMBERSHIP WAS COMPRISED OF FULL BOARD MEMBERS. MEMBERS (REGARDLESS OF CLASSIFICATION) ARE NOT PERMITTED TO ELECT MEMBERS OF OUR GOVERNING BOARD OF DIRECTORS, NOR DO THEY SHARE IN ANY MONETARY PROFITS GENERATED BY THE ORGANIZATION. OUR MEMBERS PARTICIPATE WITH THE ORGANIZATION IN A VARIETY OF WAYS, INCLUDING THROUGH OUR CHAPTER NETWORK IN 21 CITIES ACROSS THE COUNTRY WHERE MONTHLY EDUCATIONAL PROGRAMMING IS OFFERED. MEMBERS ALSO PARTICIPATE VIA ROUNDTABLE DISCUSSIONS BOTH AT THE NATIONAL AND CHAPTER LEVEL, WHERE A TOPIC IS IDENTIFIED FOR DISCUSSION AND DIRECTOR INPUT IS SOUGHT. WE CAPTURE THAT INFORMATION FROM THE DIALOGUE TO SHARE WITH OTHER MEMBERS THROUGH WHITEPAPERS, RESEARCH REPORTS, AND INPUT INTO RESPONSES TO REGULATORY REQUESTS FOR COMMENTS. MEMBERS ALSO ATTEND OUR EDUCATIONAL OFFERINGS AROUND THE COUNTRY, AND ALSO CAN ATTEND OUR ANNUAL CONFERENCE IN THE WASHINGTON, DC AREA. |
| FORM 990, PART VI, SECTION B, LINE 11B | A DRAFT OF FORM 990 WAS PREPARED BY OUR INDEPENDENT AUDITOR AND REVIEWED BY SENIOR MANAGEMENT. THE DRAFT WAS THEN PROVIDED TO OUR AUDIT & FINANCE COMMITTEE, AS WELL AS THE FULL BOARD OF DIRECTORS FOR REVIEW. |
| 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. WE ALSO HAVE A SYSTEM OF INTERNAL CONTROLS WHICH MONITORS EMPLOYEE EXPENSES AND THE REIMBURSEMENT OF EXPENSES. THE CEO'S EXPENSE REPORTS ARE REVIEWED AND APPROVED BY THE COO. IN ADDITION, THE CEO'S EXPENSE REPORTS ARE REVIEWED BY THE CHAIRMAN OF THE BOARD'S AUDIT & FINANCE COMMITTEE ON A REGULAR BASIS. WE ALSO REQUIRE MULTIPLE SIGNATURES ON ANY CHECK WRITTEN BY THE ORGANIZATION FOR MORE THAN $20,000, OTHER THAN FOR RENT OR COMPANY-WIDE STAFF INSURANCE PREMIUMS. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE NACD BOARD OF DIRECTORS HAS A COMPENSATION COMMITTEE COMPRISED OF FOUR INDEPENDENT DIRECTORS APPOINTED ANNUALLY BY THE BOARD. THE 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 $200,000 OR GREATER. ANY BONUSES PAID TO THE SENIOR MANAGEMENT TEAM ARE ALSO APPROVED BY THE 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 $200,000 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 INCLUDING COMMUTING APPLICABLE TO THE CEO'S SENIOR MANAGEMENT TEAM. |
| FORM 990, PART VI, SECTION C, LINE 19 | NACD'S GOVERNING DOCUMENTS ARE AVAILABLE FOR REVIEW ON OUR WEBSITE: WWW.NACDONLINE.ORG. INCLUDED ARE NACD'S GOVERNANCE GUIDELINES, BOARD OF DIRECTORS' BIOGRAPHIES, ALL COMMITTEE CHARTERS, BYLAWS, CODE OF ETHICS, AND DOCUMENT RETENTION POLICY. WE KEEP A COPY OF OUR AUDITED FINANCIAL STATEMENTS AND OUR IRS FORM 990 AVAILABLE FOR PUBLIC REVIEW IN OUR OFFICES. OUR IRS FORM 990 IS ALSO AVAILABLE ON GUIDESTAR. NACD'S CONFLICT OF INTEREST POLICY IS DESCRIBED ABOVE, AND IS NOT CURRENTLY PUBLISHED ON OUR WEBSITE. |
| FORM 990, PART VII, SECTION A: | THREE MEMBERS 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. |
| FORM 990, PART XII, LINE 2C: | THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM THE PREVIOUS YEAR. |
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| Software Version: |