Form990


Department of the TreasuryInternal Revenue Service
Return of Organization Exempt From Income Tax
Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except private foundations)
Do not enter social security numbers on this form as it may be made public.
Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
A For the 2023 calendar year, or tax year beginning 01-01-2023 , and ending 12-31-2023
BCheck if applicable:
CName of organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
 
Doing business as
 
 
Number and street (or P.O. box if mail is not delivered to street address)
3353 PEACHTREE RD NE
 
Room/suite
City or town, state or province, country, and ZIP or foreign postal code
ATLANTA, GA303261063
D Employer identification number

20-4821888
E Telephone number

G Gross receipts $ 101,252,176
F Name and address of principal officer:
JAMES B ROBB
3353 PEACHTREE RD NE
ATLANTA,GA303261063
I
Tax-exempt status: ( 6 ) (insert no.) or
J
Website:
WWW.NERC.COM
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. See instructions.
H(c)
Group exemption number  
K Form of organization:  
L Year of formation: 2006
M State of legal domicile: NJ
Part I
Summary
Activities & Governance 1 Briefly describe the organization’s mission or most significant activities: ASSURE THE EFFECTIVE, EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY & SECURITY OF ELECTRIC GRID.
2 Check this box
3 Number of voting members of the governing body (Part VI, line 1a) ........ 3 12
4 Number of independent voting members of the governing body (Part VI, line 1b) ..... 4 11
5 Total number of individuals employed in calendar year 2023 (Part V, line 2a) ...... 5 256
6 Total number of volunteers (estimate if necessary) ............. 6 2,300
7a Total unrelated business revenue from Part VIII, column (C), line 12 ........ 7a 0
b Net unrelated business taxable income from Form 990-T, Part I, line 11 ......... 7b 0
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 89,935,397 99,036,839
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 447,243 1,947,015
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 71,918 268,322
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12) 90,454,558 101,252,176
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 17,000 20,500
14 Benefits paid to or for members (Part IX, column (A), line 4)..... 0 0
15 Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10) 51,555,781 59,024,772
16a Professional fundraising fees (Part IX, column (A), line 11e) ..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) 0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 35,642,510 39,852,018
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 87,215,291 98,897,290
19 Revenue less expenses. Subtract line 18 from line 12....... 3,239,267 2,354,886
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 85,601,048 94,931,912
21 Total liabilities (Part X, line 26)............. 58,139,458 64,613,138
22 Net assets or fund balances. Subtract line 21 from line 20..... 27,461,590 30,318,774
Part II
Signature Block
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign Here
Signature of officer Date
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name

Firm's EIN
Firm's address



Phone no.
May the IRS discuss this return with the preparer shown above? See Instructions. ..........
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y Form 990 (2023)
Form 990 (2023)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III..............
1
Briefly describe the organization’s mission: THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) IS A NOT-FOR-PROFIT INTERNATIONAL REGULATORY AUTHORITY WHOSE MISSION IS TO ASSURE THE EFFECTIVE AND EFFICIENT REDUCTION OF RISKS TO THE RELIABILITY AND SECURITY OF THE GRID.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .....................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program
services? ...........................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.
4a (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
SITUATION AWARENESS AND INFRASTRUCTURE SECURITY: THIS ACTIVITY INCLUDES MONITORING THE CONDITIONS OF THE BULK POWER SYSTEM AND PROVIDING LEADERSHIP COORDINATION, TECHNICAL EXPERTISE, AND ASSISTANCE TO THE INDUSTRY IN RESPONDING TO EVENTS AS NECESSARY. THIS ACTIVITY ALSO INCLUDES ASSISTING IN THE DEVELOPMENT OF TOOLS AND OTHER SUPPORT SERVICES FOR THE BENEFIT OF RELIABILITY COORDINATORS AND OTHER SYSTEM OPERATORS TO ENHANCE RELIABILITY, OPERATIONS, AND PLANNING. THIS ALSO INCLUDES THE COORDINATION OF ELECTRIC INDUSTRY ACTIVITIES TO PROMOTE CRITICAL INFRASTRUCTURE PROTECTION OF THE BULK POWER SYSTEM IN NORTH AMERICA BY TAKING A LEADERSHIP ROLE SO AS TO REDUCE VULNERABILITY AND IMPROVE MITIGATION AND PROTECTION OF THE ELECTRICITY SECTOR'S CRITICAL INFRASTRUCTURE.
4b (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
COMPLIANCE ENFORCEMENT: THIS ACTIVITY INCLUDES THE PROCESS USED TO ASSESS, INVESTIGATE, EVALUATE, AND AUDIT IN ORDER TO MEASURE COMPLIANCE WITH NERC RELIABILITY STANDARDS THAT ARE DEVELOPED, ADOPTED, AND APPROVED THROUGH THE RELIABILITY STANDARDS DEVELOPMENT PROGRAM AND PLACED INTO EFFECT PURSUANT TO FERC ORDERS OR TO APPLICABLE AUTHORITIES IN OTHER NORTH AMERICAN JURISDICTIONS.
4c (Code:   ) (Expenses $   including grants of $   ) (Revenue $   )
RELIABILITY ASSESSMENT AND PERFORMANCE ANALYSIS: THIS ACTIVITY INCLUDES THE ANALYSIS AND REPORTING ON THE RELIABILITY AND ADEQUACY OF THE NORTH AMERICAN BULK POWER SYSTEM, ANALYSIS OF OFF-NORMAL EVENTS, IDENTIFICATION OF ROOT CAUSES OF EVENTS, ASSESSMENT OF PAST RELIABILITY PERFORMANCE FOR LESSONS LEARNED, DISSEMINATION OF FINDINGS AND LESSONS LEARNED TO THE ELECTRIC INDUSTRY TO IMPROVE RELIABILITY PERFORMANCE, AND DEVELOPMENT OF RELIABILITY PERFORMANCE BENCHMARKS.
4d Other program services (Describe in Schedule O.)
(Expenses $   including grants of $   ) (Revenue $   )
4e Total program service expenses  
Form 990 (2023)
Form 990 (2023)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A.....................
1
 
No
2
Is the organization required to complete Schedule B, Schedule of Contributors? See instructions. ...
2
 
No
3
Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If "Yes," complete Schedule C, Part IClick to see attachment
List of Attached Documents:
// Content
.............
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II.........
4
 
 
5
Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Rev. Proc. 98-19? If "Yes," complete Schedule C, Part IIIClick to see attachment
List of Attached Documents:
// Content
..
5
Yes
 
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If "Yes," complete Schedule D, Part IClick to see attachment
List of Attached Documents:
// Content
.........................
6
 
No
7
Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If "Yes," complete Schedule D, Part IIClick to see attachment
List of Attached Documents:
// Content
....
7
 
No
8
Did the organization maintain collections of works of art, historical treasures, or other similar assets? If "Yes,"
complete Schedule D, Part IIIClick to see attachment
List of Attached Documents:
// Content
..............
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If "Yes," complete Schedule D, Part IVClick to see attachment
List of Attached Documents:
// Content
..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi endowments? If "Yes," complete Schedule D, Part V......
10
 
No
11
If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X, as applicable.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10? If "Yes," complete
Schedule D, Part VI. Click to see attachment
List of Attached Documents:
// Content
...................
11a
Yes
 
b
Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIClick to see attachment
List of Attached Documents:
// Content
.......
11b
 
No
c
Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part VIIIClick to see attachment
List of Attached Documents:
// Content
.......
11c
 
No
d
Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If "Yes," complete Schedule D, Part IXClick to see attachment
List of Attached Documents:
// Content
............
11d
Yes
 
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
List of Attached Documents:
// Content
11e
Yes
 
f
Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If "Yes," complete Schedule D, Part XClick to see attachment
List of Attached Documents:
// Content
11f
Yes
 
12a
Did the organization obtain separate, independent audited financial statements for the tax year? If "Yes," complete
Schedule D, Parts XI and XIIClick to see attachment
List of Attached Documents:
// Content
......................
12a
Yes
 
b
Was the organization included in consolidated, independent audited financial statements for the tax year? If "Yes," and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment
List of Attached Documents:
// Content
12b
 
No
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States? .....
14a
 
No
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV.........Click to see attachment
List of Attached Documents:
// Content
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IV.....Click to see attachment
List of Attached Documents:
// Content
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV...Click to see attachment
List of Attached Documents:
// Content
16
 
No
17
Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If "Yes," complete Schedule G, Part I. See instructions. ....
17
 
No
18
Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If "Yes," complete Schedule G, Part II............
18
 
No
19
Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If "Yes," complete Schedule G, Part III...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or domestic government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.....Click to see attachment
List of Attached Documents:
// Content
21
Yes
 
Form 990 (2023)
Form 990 (2023)
Page 4
Part IV
Checklist of Required Schedules (continued)
Yes
No
22
Did the organization report more than $5,000 of grants or other assistance to or for domestic individuals on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........Click to see attachment
List of Attached Documents:
// Content
22
 
No
23
Did the organization answer "Yes" to Part VII, Section A, line 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If "Yes," complete Schedule J....................... Click to see attachment
List of Attached Documents:
// Content
23
Yes
 
24a
Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25a...............
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds? ...............
24c
 
 
d
Did the organization act as an "on behalf of" issuer for bonds outstanding at any time during the year?...
24d
 
 
25a
Section 501(c)(3), 501(c)(4), and 501(c)(29) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If "Yes," complete Schedule L, Part I ....
25a
 
 
b
Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If "Yes," complete Schedule L, Part I.......................
25b
 
 
26
Did the organization report any amount on Part X, line 5 or 22 for receivables from or payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part II...........
26
 
No
27
Did the organization provide a grant or other assistance to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or employee thereof, a grant selection committee member, or to a 35% controlled entity (including an employee thereof) or family member of any of these persons?
If "Yes," complete
Schedule L, Part III.........................
27
 
No
28
Was the organization a party to a business transaction with one of the following parties (see the Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):
a
A current or former officer, director, trustee, key employee, creator or founder, or substantial contributor? If "Yes," complete Schedule L, Part IV......................
28a
 
No
b
A family member of any individual described in line 28a? If "Yes," complete Schedule L, Part IV.....
28b
 
No
c
A 35% controlled entity of one or more individuals and/or organizations described in line 28a or 28b? If "Yes," complete Schedule L, Part IV.....................
28c
 
No
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M .................
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N, Part I
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II........................
32
 
No
33
Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If "Yes," complete Schedule R, Part I............
33
 
No
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1.........................
34
 
No
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
 
No
b
If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If "Yes," complete Schedule R, Part V, line 2 ...
35b
 
 
36
Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If "Yes," complete Schedule R, Part V, line 2.............
36
 
 
37
Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If "Yes," complete Schedule R, Part VI
37
 
No
38
Did the organization complete Schedule O and provide explanations on Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V...........
Yes
No
1a
Enter the number reported in box 3 of Form 1096. Enter -0- if not applicable ..
1a
67
b
Enter the number of Forms W-2G included on line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
Form 990 (2023)
Form 990 (2023)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance (continued)
2a
Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................
2a
256
b
If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
 
 
4a
At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)? ..
4a
 
No
b
If "Yes," enter the name of the foreign country:
See instructions for filing requirements for FinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR).
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year? ..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions? ...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible? ......................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor? ....................
7a
 
 
b
If "Yes," did the organization notify the donor of the value of the goods or services provided? .....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282? .........................
7c
 
 
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?
7e
 
 
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ..
7f
 
 
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required? ......................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C? ..........................
7h
 
 
8
Sponsoring organizations maintaining donor advised funds. Did a donor advised fund maintained by the sponsoring organization have excess business holdings at any time during the year? ........
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the sponsoring organization make any taxable distributions under section 4966?........
9a
 
 
b
Did the sponsoring organization make a distribution to a donor, donor advisor, or related person?...
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
Gross income from other sources. (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........
11b
 
12a
Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?
12a
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year.
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state? .........
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
15
Is the organization subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or excess parachute payment(s) during the year? ....................
If "Yes," see the instructions and file Form 4720, Schedule N.
15
Yes
 
16
Is the organization an educational institution subject to the section 4968 excise tax on net investment income? ..
If "Yes," complete Form 4720, Schedule O.
16
 
No
17
Section 501(c)(21) organizations. Did the trust, or any disqualified or other person engage in any activities that would result in the imposition of an excise tax under section 4951, 4952, or 4953? ..
If "Yes," complete Form 6069.
17
 
 
Form 990 (2023)
Form 990 (2023)
Page 6
Part VI
Governance, Management, and Disclosure. For each "Yes" response to lines 2 through 7b below, and for a "No" response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.
Check if Schedule O contains a response or note to any line in this Part VI..............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year
1a
12
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent
1b
11
2
Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................
2
 
No
3
Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? .
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .......................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
 
No
9
Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If "Yes," provide the names and addresses in Schedule O.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe on Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe on Schedule O how this was done...................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
Yes
 
If "Yes" to line 15a or 15b, describe the process on Schedule O. See instructions.
16a
Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................
16a
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the states with which a copy of this Form 990 is required to be filed
GA
18
Section 6104 requires an organization to make its Form 1023 (1024 or 1024-A, if applicable), 990, and 990-T (section 501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, address, and telephone number of the person who possesses the organization's books and records:
ANDREW G SHARP3353 PEACHTREE RD NE   ATLANTA,GA303261063 (404) 446-2560
Form 990 (2023)
Form 990 (2023)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line in this Part VII..............
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees
1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

RoundBullet List all of the organization’s current key employees, if any. See the instructions for definition of "key employee."
RoundBullet List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (box 5 of Form W-2, box 6 of Form 1099-MISC, and/or box 1 of Form 1099-NEC) of more than $100,000 from the organization and any related organizations.

RoundBullet List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

RoundBullet List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

See the instructions for the order in which to list the persons above.
Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.
(A)
Name and title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W-2/1099-MISC/1099-NEC) 		(E)
Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) JAMES B ROBB......................................................................
PRESIDENT AND CEO
 50.00
.................
  		X   X       1,257,007 0 355,541
(2) KEN DEFONTES......................................................................
CHAIRMAN
 14.00
.................
  		X   X       178,500 0 0
(3) BOB CLARKE......................................................................
TRUSTEE
 9.00
.................
  		X           141,000 0 0
(4) ROB MANNING......................................................................
TRUSTEE
 10.00
.................
  		X           146,000 0 0
(5) ROY THILLY......................................................................
TRUSTEE (THRU 02/15/23)
 13.00
.................
  		X           16,375 0 0
(6) GEORGE HAWKINS......................................................................
VICE-CHAIR
 8.00
.................
  		X   X       141,000 0 0
(7) COLLEEN SIDFORD......................................................................
TRUSTEE
 14.00
.................
  		X           141,000 0 0
(8) SUZANNE KEENAN......................................................................
TRUSTEE
 10.00
.................
  		X           141,000 0 0
(9) JIM PIRO......................................................................
TRUSTEE
 10.00
.................
  		X           141,000 0 0
(10) JANE ALLEN......................................................................
TRUSTEE
 8.00
.................
  		X           141,000 0 0
(11) LARRY IRVING......................................................................
TRUSTEE
 9.00
.................
  		X           131,000 0 0
(12) SUE KELLY......................................................................
TRUSTEE
 14.00
.................
  		X           136,000 0 0
(13) KRISTINE SCHMIDT......................................................................
TRUSTEE
 10.00
.................
  		X           114,625 0 0
(14) MANUEL J CANCEL......................................................................
SVP & CEO OF THE E-ISAC
 50.00
.................
  		    X       761,922 0 144,717
(15) STAN HOPTROFF......................................................................
VP, BUSINESS TECHNOLOGY
 54.00
.................
  		    X       580,639 0 73,864
(16) MARK G LAUBY......................................................................
SVP AND CHIEF ENGINEER
 57.00
.................
  		    X       609,648 0 109,989
(17) SONIA C RAMOS DA ROCHA......................................................................
SVP, GC & CORP. SEC.
 50.00
.................
  		    X       584,550 0 97,290
Form 990 (2023)
Form 990 (2023)
Page 8
Part VII
Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)
(A)
Name and title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(D)
Reportable compensation from the organization (W-2/1099-MISC/1099-NEC) 		(E)
Reportable compensation from related organizations (W-2/1099-MISC/1099-NEC) 		(F)
Estimated amount of other compensation from the organization and related organizations
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) JANET L SENA........................................................................
SVP, EXTERNAL AFFAIRS
 50.00
.......................   		    X       514,679 0 91,335
(19) KELLY HANSON........................................................................
SVP AND CAO
 50.00
.......................   		    X       552,407 0 109,646
(20) ANDREW G SHARP........................................................................
VP AND CFO
 50.00
.......................   		    X       359,904 0 73,852
(21) HOWARD GUGEL........................................................................
VP, ENGINEERING & STANDARDS
 50.00
.......................   		    X       374,061 0 81,363
(22) KIMBERLY MIELCAREK........................................................................
VP, EXTERNAL AFFAIRS
 50.00
.......................   		    X       319,512 0 50,545
(23) BRYAN PRESTON........................................................................
VP, PEOPLE AND CULTURE (THRU 7/14/23)
 50.00
.......................   		    X       342,439 0 44,061
(24) MECHELLE THOMAS........................................................................
VP, COMPLIANCE (THRU 2/22/23)
 40.00
.......................   		    X       261,882 0 12,528
(25) ELIZABETH SAUNDERS........................................................................
VP, PEOPLE AND CULTURE
 50.00
.......................   		    X       246,173 0 35,623
(26) SOO J KIM........................................................................
VP, ENGINEERING & STANDARDS
 40.00
.......................   		    X       251,707 0 36,477
(27) STUART ELSTEIN........................................................................
ASSOCIATE GENERAL COUNSEL
 40.00
.......................   		        X   326,021 0 61,932
(28) ERIC T HARTUNG........................................................................
DIRECTOR OF PERFORMANCE MANAGEMENT
 50.00
.......................   		        X   333,720 0 52,034
(29) FRANK HIRST III........................................................................
DIRECTOR OF LEG. AND REG. AFFAIRS
 48.00
.......................   		        X   287,512 0 34,642
(30) NINA JENKINS-JOHNSTON........................................................................
ASSISTANT GENERAL COUNSEL
 45.00
.......................   		        X   314,579 0 63,298
(31) JOAO MOURA........................................................................
DIRECTOR OF RELIABILITY ASSESSMENTS
 55.00
.......................   		        X   278,466 0 68,311
(32) MICHAEL WALKER........................................................................
FORMER CHIEF OF E-ISAC
 0.00
.......................   		          X 162,939 0 0
1b Sub-Total..............
c Total from continuation sheets to Part VII, Section A..
d Total (add lines 1b and 1c)......... 10,288,267 0 1,597,048
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization 196
Yes
No
3
Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If "Yes," complete Schedule J for such individual ..............
3
Yes
 
4
For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If "Yes," complete Schedule J for such
individual...........................
4
Yes
 
5
Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If "Yes," complete Schedule J for such person ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
BATTELLE PACIFIC NORTHWEST DIVISION

POBOX 84262
SEATTLE,WA981245562 		CRISP DATA SHARING 6,074,671
AGILE RESOURCES INC

PO BOX 645425
PITTSBURGH,PA152645425 		CONTRACTOR AGENCY 3,706,610
SLALOM LLC

PO BOX 101416
PASADENA,CA911891416 		SALESFORCE/SHAREPOINT SUPPORT 1,005,342
OPEN ACCESS TECHNOLOGY INTERNATIONAL INC

3660 TECHNOLOGY DRIVE NE
MINNEAPOLIS,MN55418 		WEBGADS/DMZ/VPN SERVICES 841,576
TIER 4 GROUP LLC

1602 ABBEY COURT
ALPHARETTA,GA30004 		CONTRACTOR AGENCY 773,989
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 21
Form 990 (2023)
Form 990 (2023)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII.............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512 - 514
Contributions, Gifts, Grants, and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues..1b  
c Fundraising events..1c  
d Related organizations1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and similar amounts not included above1f  
g Noncash contributions included in lines 1a - 1f:$ 1g  
h Total. Add lines 1a-1f.......  
Program Service RevenueAmt Business Code
2a ASSESSMENTS 900099 87,074,681 87,074,681    
b THIRD-PARTY FUNDING 900099 9,400,627 9,400,627    
c TESTING FEES 900099 1,950,402 1,950,402    
d SERVICE AND SOFTWARE 900099 611,129 611,129    
e
f All other program service revenue.        
g Total. Add lines 2a–2f ..... 99,036,839
OtherAmtRevenueAmt 3 Investment income (including dividends, interest, and othersimilar amounts) ...... 1,947,015     1,947,015
4 Income from investment of tax-exempt bond proceeds        
5 Royalties...........        
(i) Real (ii) Personal
6a Gross rents 6a    
b Less: rental expenses 6b    
c Rental income or (loss) 6c    
d Net rental income or (loss).......        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory 7a    
b Less: cost or other basis and sales expenses 7b    
c Gain or (loss) 7c    
d Net gain or (loss).........        
8a Gross income from fundraising events (not including $   of contributions reported on line 1c). See Part IV, line 18 ....
8a  
b Less: direct expenses ... 8b  
c Net income or (loss) from fundraising events..      
9a Gross income from gaming activities.
See Part IV, line 19 ...
9a  
b Less: direct expenses ... 9b  
c Net income or (loss) from gaming activities..        
10a Gross sales of inventory, less
returns and allowances ..
10a  
b Less: cost of goods sold .. 10b  
c Net income or (loss) from sales of inventory..        
OtherRevenueMiscAmt
Business Code
11a MISCELLANEOUS 900099 268,322 268,322    
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... 268,322
12 Total revenue. See instructions..... 101,252,176 99,305,161 0 1,947,015
Form 990 (2023)
Form 990 (2023)
Page 10
Part IX
Statement of Functional Expenses
Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response or note to any line in this Part IX..............
Do not include amounts reported on lines 6b,
7b, 8b, 9b, and 10b of Part VIII. 		(A)
Total expenses 		(B)
Program service expenses 		(C)
Management and general expenses 		(D)
Fundraising
expenses
1 Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21 .... 20,500  
2 Grants and other assistance to domestic individuals. See Part IV, line 22 ...........    
3 Grants and other assistance to foreign organizations, foreign governments, and foreign individuals. See Part IV, lines 15 and 16. .............    
4 Benefits paid to or for members .......    
5 Compensation of current officers, directors, trustees, and key employees ........... 9,956,507      
6 Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) .........        
7 Other salaries and wages........ 36,544,590      
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 4,204,899      
9 Other employee benefits ....... 5,549,382      
10 Payroll taxes ........... 2,769,394      
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 183,890      
c Accounting ........... 129,315      
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ......        
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) 11,516,634      
12 Advertising and promotion ....        
13 Office expenses ....... 2,038,730      
14 Information technology ...... 13,994,788      
15 Royalties ..        
16 Occupancy ........... 2,997,442      
17 Travel ............ 2,069,460      
18 Payments of travel or entertainment expenses for any federal, state, or local public officials .        
19 Conferences, conventions, and meetings .... 1,785,783      
20 Interest ........... 103,109      
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization .. 4,139,509      
23 Insurance ... 797,865      
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a EXCISE TAXES & LICENSES 1,241      
b
c
d
e All other expenses 94,252      
25 Total functional expenses. Add lines 1 through 24e 98,897,290      
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).        
Form 990 (2023)
Form 990 (2023)
Page 11
Part X
Balance Sheet
Check if Schedule O contains a response or note to any line in this Part IX..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ........ 32,942,659 1 39,782,834
2 Savings and temporary cash investments ......... 10,117,787 2 10,612,268
3 Pledges and grants receivable, net ......   3  
4 Accounts receivable, net ............. 5,223,972 4 7,560,939
5 Loans and other receivables from any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .......
  5  
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), and persons described in section 4958(c)(3)(B) ...
  6  
7 Notes and loans receivable, net ...........   7  
8 Inventories for sale or use ............   8  
9 Prepaid expenses and deferred charges ...... 5,453,740 9 5,766,192
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 38,426,546
b Less: accumulated depreciation 10b 25,614,885 28,341,261 10c 12,811,661
11 Investments—publicly traded securities .   11  
12 Investments—other securities. See Part IV, line 11 .....   12  
13 Investments—program-related. See Part IV, line 11 ..   13  
14 Intangible assets ...............   14  
15 Other assets. See Part IV, line 11 ........... 3,521,629 15 18,398,018
16 Total assets. Add lines 1 through 15 (must equal line 33)... 85,601,048 16 94,931,912
Liabilities 17 Accounts payable and accrued expenses ..... 12,971,283 17 18,300,520
18 Grants payable ...   18  
19 Deferred revenue ......... 20,116,485 19 22,617,723
20 Tax-exempt bond liabilities .........   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D   21  
22 Loans and other payables to any current or former officer, director, trustee, key employee, creator or founder, substantial contributor, or 35% controlled entity or family member of any of these persons .........
  22  
23 Secured mortgages and notes payable to unrelated third parties .. 1,383,224 23 1,501,695
24 Unsecured notes and loans payable to unrelated third parties ..   24  
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17 - 24). Complete Part X of Schedule D 23,668,466 25 22,193,200
26 Total liabilities. Add lines 17 through 25.. 58,139,458 26 64,613,138
Net Assets or Fund Balance Organizations that follow FASB ASC 958, check here and complete lines 27, 28, 32, and 33.
27 Net assets without donor restrictions .......... 27,461,590 27 30,318,774
28 Net assets with donor restrictions ...........   28  
Organizations that do not follow FASB ASC 958, check here right arrow and complete lines 29 through 33.
29 Capital stock or trust principal, or current funds .....   29  
30 Paid-in or capital surplus, or land, building or equipment fund ...   30  
31 Retained earnings, endowment, accumulated income, or other funds   31  
32 Total net assets or fund balances ........... 27,461,590 32 30,318,774
33 Total liabilities and net assets/fund balances ........ 85,601,048 33 94,931,912
Form 990 (2023)
Form 990 (2023)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
101,252,176
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
98,897,290
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
2,354,886
4
Net assets or fund balances at beginning of year (must equal Part X, line 32, column (A)) ..
4
27,461,590
5
Net unrealized gains (losses) on investments ...............
5
 
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
502,298
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 32, column (B))
10
30,318,774
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII.............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain on
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Uniform Guidance, 2 C.F.R. Part 200, Subpart F?
3a
 
No
b
If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits.
3b
 
 
Form 990 (2023)
Form 990 (2023)
Additional Data


Software ID:  
Software Version:  
Form 990, Special Condition Description:
Special Condition Description
SCHEDULE C
(Form 990)

Department of the Treasury
Internal Revenue Service
Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527

right arrow Complete if the organization is described below. right arrow Attach to Form 990 or Form 990-EZ.
right arrowGo to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2022
Open to Public
Inspection
If the organization answered "Yes" on Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet Section 527 organizations: Complete Part I-A only.
If the organization answered "Yes" on Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered "Yes" on Form 990, Part IV, Line 5 (Proxy Tax) (see separate instructions) or Form 990-EZ, Part V, line 35c (Proxy Tax) (see separate instructions), then
Round Bullet Section 501(c)(4), (5), or (6) organizations: Complete Part III.
Name of the organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
Employer identification number

20-4821888
Part I-A
Complete if the organization is exempt under section 501(c) or is a section 527 organization.

1
Provide a description of the organization’s direct and indirect political campaign activities in Part IV. See instructions for definition of “political campaign activities."

2
Political campaign activity expenditures. See instructions ....................................................................right arrow
$  
3
Volunteer hours for political campaign activities. See instructions ..................................................................
 

Part I-B
Complete if the organization is exempt under section 501(c)(3).
1
Enter the amount of any excise tax incurred by the organization under section 4955 ................................right arrow
$  
2
Enter the amount of any excise tax incurred by organization managers under section 4955 .......................right arrow
$  
3
If the organization incurred a section 4955 tax, did it file Form 4720 for this year? .........................................
4a
Was a correction made? ......................................................................................................................
b
If "Yes," describe in Part IV.
Part I-C
Complete if the organization is exempt under section 501(c), except section 501(c)(3).
1
Enter the amount directly expended by the filing organization for section 527 exempt function activities ..... right arrow
$  
2
Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ............................................................................................................................right arrow

$  
3
Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b...........right arrow

$  
4
Did the filing organization file Form 1120-POL for this year? ...................................................................
5
Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.
(a) Name (b) Address (c) EIN (d) Amount paid from filing organization's funds. If none, enter -0-. (e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.
1
2
3
4
5
6
For Paperwork Reduction Act Notice, see the instructions for Form 990.
Cat. No. 50084S
Schedule C (Form 990) 2022

Schedule C (Form 990) 2022
Page 2
Part II-A
Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).
A Check right arrowexpenses, and share of excess lobbying expenditures).
B Check right arrow
Limits on Lobbying Expenditures
(The term "expenditures" means amounts paid or incurred.) 		(a) Filing
organization's
totals 		(b) Affiliated group totals
1a Total lobbying expenditures to influence public opinion (grass roots lobbying) ......................    
b Total lobbying expenditures to influence a legislative body (direct lobbying) ........................    
c Total lobbying expenditures (add lines 1a and 1b) ............................................................    
d Other exempt purpose expenditures ...............................................................................    
e Total exempt purpose expenditures (add lines 1c and 1d) ..................................................    
f Lobbying nontaxable amount. Enter the amount from the following table in both
columns.		    
If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
Not over $500,00020% of the amount on line 1e.
Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
Over $17,000,000$1,000,000.
g Grassroots nontaxable amount (enter 25% of line 1f) .................................................    
h Subtract line 1g from line 1a. If zero or less, enter -0-. ................................................    
i Subtract line 1f from line 1c. If zero or less, enter -0-. ................................................    
j If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting
section 4911 tax for this year? ...................................................................................................................

4-Year Averaging Period Under Section 501(h)
(Some organizations that made a section 501(h) election do not have to complete all of the five
columns below. See the separate instructions for lines 2a through 2f.)
Lobbying Expenditures During 4-Year Averaging Period
Calendar year (or fiscal year
beginning in) 		(a) 2019 (b) 2020 (c) 2021 (d) 2022 (e) Total
2a Lobbying nontaxable amount          
b Lobbying ceiling amount
(150% of line 2a, column(e)) 		 
c Total lobbying expenditures          
d Grassroots nontaxable amount          
e Grassroots ceiling amount
(150% of line 2d, column (e))		  
f Grassroots lobbying expenditures          
Schedule C (Form 990) 2022


Schedule C (Form 990) 2022
Page 3
Part II-B
Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).
For each "Yes" response on lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.
(a)
Yes|No
(b)
Amount
1
During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:
a
Volunteers? ...........................................................................................................
 
 
b
Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ........
 
 
c
Media advertisements? ...................................................................................................
 
 
 
d
Mailings to members, legislators, or the public? .............................................................................
 
 
 
e
Publications, or published or broadcast statements? ...........................................................
 
 
 
f
Grants to other organizations for lobbying purposes? ..........................................................
 
 
 
g
Direct contact with legislators, their staffs, government officials, or a legislative body? .......................
 
 
 
h
Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ..................
 
 
 
i
Other activities? ...................................................................................................................
 
 
 
j
Total. Add lines 1c through 1i ....................................................................................................
 
2a
Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....
 
 
b
If "Yes," enter the amount of any tax incurred under section 4912 ...........................................
 
c
If "Yes," enter the amount of any tax incurred by organization managers under section 4912 ...................
 
d
If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? ........................
 
 
Part III-A
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).
Yes
No
1
Were substantially all (90% or more) dues received nondeductible by members? ...............................................
1
 
No
2
Did the organization make only in-house lobbying expenditures of $2,000 or less? ............................................
2
Yes
 
3
Did the organization agree to carry over lobbying and political expenditures from the prior year? .................................
3
Yes
 
Part III-B
Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered "No" OR (b) Part III-A, line 3, is answered “Yes."
1
Dues, assessments and similar amounts from members ......................................................................
1
87,074,681
2
Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political expenses for which the section 527(f) tax was paid).
a
Current year .............................................................................................................................
2a
0
b
Carryover from last year ............................................................................................................
2b
-76,934
c
Total ...........................................................................................................................................
2c
-76,934
3
Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .
3
0
4
If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ......................................................................................................................
4
-76,934
5
Taxable amount of lobbying and political expenditures. See Instructions .........................................
5
 
Part IV
Supplemental Information
Provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, lines 1 and 2 (see instructions), and Part ll-B, line 1. Also, complete this part for any additional information.
Return Reference Explanation
Schedule C (Form 990) 2022


Additional Data


Software ID:  
Software Version:  

SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
right arrow Complete if the organization answered "Yes," on Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b.
right arrow Attach to Form 990.
right arrow Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2022
Open to Public Inspection
Name of the organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
Employer identification number

20-4821888
Part I
Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" on Form 990, Part IV, line 6.
(a) Donor advised funds (b) Funds and other accounts
1 Total number at end of year .........    
2 Aggregate value of contributions to (during year)    
3 Aggregate value of grants from (during year)    
4 Aggregate value at end of year ........    
5
Did the organization inform all donors and donor advisors in writing that the assets held in donor advised funds are the organization’s property, subject to the organization’s exclusive legal control? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................
Part II
Conservation Easements.
Complete if the organization answered "Yes" on Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the Year
a Total number of conservation easements ...................... 2a  
b Total acreage restricted by conservation easements .................... 2b  
c Number of conservation easements on a certified historic structure included in (a) ..... 2c  
d Number of conservation easements included in (c) acquired after July 25, 2006, and not on a historic structure listed in the National Register ... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during the
tax year right arrow  
4
Number of states where property subject to conservation easement is located right arrow  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and enforcement of the conservation easements it holds? ............
6
Staff and volunteer hours devoted to monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow  
7
Amount of expenses incurred in monitoring, inspecting, handling of violations, and enforcing conservation easements during the year
right arrow $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .............................
9
In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" on Form 990, Part IV, line 8.
1a
If the organization elected, as permitted under FASB ASC 958, not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under FASB ASC 958, to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:
(i)
Revenue included on Form 990, Part VIII, line 1 .........................right arrow $  
(ii)
Assets included in Form 990, Part X ...............................right arrow $  
2
If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under FASB ASC 958 relating to these items:
a
Revenue included on Form 990, Part VIII, line 1 ..........................right arrow $  
b
Assets included in Form 990, Part X ...............................right arrow $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2022

Schedule D (Form 990) 2022
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?...
Part IV
Escrow and Custodial Arrangements. Complete if the organization answered "Yes" on Form 990, Part IV, line 9, or reported an amount on Form 990, Part X, line 21.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b If "Yes," explain the arrangement in Part XIII and complete the following table: Amount
c Beginning balance ............................. 1c  
d Additions during the year ............................ 1d  
e Distributions during the year .......................... 1e  
f Ending balance ................................ 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21, for escrow or custodial account liability? ...
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ....
Part V
Endowment Funds.
Complete if the organization answered "Yes" on Form 990, Part IV, line 10.
(a) Current year (b) Prior year (c) Two years back (d) Three years back (e) Four years back
1a Beginning of year balance ....          
b Contributions ...          
c Net investment earnings, gains, and losses          
d Grants or scholarships ...          
e Other expenditures for facilities
and programs ... 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment right arrow  
b
Permanent endowment right arrow  
c
Term endowment right arrow  
The percentages on lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) Unrelated organizations .................
3a(i)
 
 
(ii) Related organizations .................
3a(ii)
 
 
b
If "Yes" on 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis
(investment) 		(b) Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land .....      
b Buildings ....        
c Leasehold improvements   854,248 777,624 76,624
d Equipment ....   9,875,731 5,656,973 4,218,758
e Other .....   27,696,567 19,180,288 8,516,279
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..right arrow 12,811,661
Schedule D (Form 990) 2022

Schedule D (Form 990) 2022
Page 3
Part VII
Investments - Other Securities.
Complete if the organization answered "Yes" on Form 990, Part IV, line 11b. See Form 990, Part X, line 12.
(a) Description of security or category
(including name of security)		 (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1) Financial derivatives.........    
(2) Closely-held equity interests........    
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)right arrow  
Part VIII
Investments - Program Related. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)right arrow  
Part IX
Other Assets.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value
(1)SECURITY DEPOSITS 114,050
(2)DEFERRED COMPENSATION INVESTMENTS 4,127,711
(3)RIGHT-OF-USE ASSET 14,156,257
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........right arrow 18,398,018
Part X
Other Liabilities.
Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
(1) Federal income taxes  
DEFERRED COMPENSATION 2,991,339
INSURANCE RESERVE 500,000
ACCRUED RETIREMENT LIABILITIES 548,985
LEASE LIABILITY 18,152,876





Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)right arrow 22,193,200
2. Liability for uncertain tax positions. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII
Schedule D (Form 990) 2022

Schedule D (Form 990) 2022
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total revenue, gains, and other support per audited financial statements ....... 1 101,252,176
2 Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a Net unrealized gains (losses) on investments .... 2a  
b Donated services and use of facilities ......... 2b  
c Recoveries of prior year grants ........... 2c  
d Other (Describe in Part XIII.) ........... 2d  
e Add lines 2a through 2d ..................... 2e 0
3 Subtract line 2e from line 1.................. 3 101,252,176
4 Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b . 4a  
b Other (Describe in Part XIII.) ........... 4b  
c Add lines 4a and 4b.................... 4c 0
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5 101,252,176
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1 Total expenses and losses per audited financial statements ........... 1 98,394,992
2 Amounts included on line 1 but not on Form 990, Part IX, line 25:
a Donated services and use of facilities ......... 2a  
b Prior year adjustments ............ 2b  
c Other losses ................ 2c  
d Other (Describe in Part XIII.) ........... 2d -502,298
e Add lines 2a through 2d.................... 2e -502,298
3 Subtract line 2e from line 1................... 3 98,897,290
4 Amounts included on Form 990, Part IX, line 25, but not on line 1:
a Investment expenses not included on Form 990, Part VIII, line 7b .. 4a  
b Other (Describe in Part XIII.) ........... 4b  
c Add lines 4a and 4b..................... 4c 0
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5 98,897,290
Part XIII
Supplemental Information
Provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b; Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
PART X, LINE 2: NORTH AMERICAN ELECTRIC RELIABILITY CORP (NERC) IS ORGANIZED AS A NEW JERSEY NONPROFIT CORPORATION, AND OPERATES AS A BUSINESS LEAGUE, EXEMPT FROM INCOME TAXES UNDER INTERNAL REVENUE CODE (IRC) SECTION 501(C)(6). ANNUALLY, NERC IS REQUIRED TO FILE A RETURN OF ORGANIZATION EXEMPT FROM INCOME TAX (FORM 990) WITH THE IRS. IN ADDITION, NERC IS SUBJECT TO INCOME TAX ON NET INCOME THAT IS DERIVED FROM BUSINESS ACTIVITIES THAT ARE UNRELATED TO NERC'S EXEMPT PURPOSE. NERC HAS DETERMINED THAT IT IS NOT SUBJECT TO UNRELATED BUSINESS INCOME TAX DURING THE YEARS ENDED DECEMBER 31, 2023 AND 2022, AND IS NOT REQUIRED TO FILE AN EXEMPT ORGANIZATION BUSINESS INCOME TAX RETURN (FORM 990-T) WITH THE IRS. ADDITIONALLY, NERC IS SUBJECT TO A PROXY TAX RELATED TO NONDEDUCTIBLE LOBBYING AND POLITICAL EXPENSES INCURRED. THERE WAS NO PROXY TAX INCURRED IN 2023 OR 2022. NERC RECOGNIZES THE TAX BENEFIT FROM AN UNCERTAIN TAX POSITION ONLY IF IT IS MORE LIKELY THAN NOT THAT THE TAX POSITION WILL BE SUSTAINED ON EXAMINATION BY THE TAXING AUTHORITY, BASED ON THE TECHNICAL MERITS OF THE POSITION. THERE WERE NO POSITIONS RECOGNIZED FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022. NERC IS NO LONGER SUBJECT TO FEDERAL AND STATE TAX EXAMINATIONS BY THE RESPECTIVE TAXING AUTHORITIES FOR THE YEARS PRIOR TO 2020. TAX YEARS 2020 THROUGH 2023 REMAIN SUBJECT TO EXAMINATION BY MAJOR TAX JURISDICTIONS.
PART XII, LINE 2D - OTHER ADJUSTMENTS: RECLASS OF UNREALIZED GAIN/LOSS -502,298.
Schedule D (Form 990) 2022


Additional Data


Software ID:  
Software Version:  




SCHEDULE F(Form 990)
Department of the Treasury
Internal Revenue Service
Statement of Activities Outside the United States
Right arrow Complete if the organization answered "Yes" to Form 990, Part IV, line 14b, 15, or 16.Right arrow Attach to Form 990.Right arrow Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
Name of the organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
Employer identification number

20-4821888
Part I
General Information on Activities Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 14b.
1
For grantmakers. Does the organization maintain records to substantiate the amount of its grants and
other assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used
to award the grants or assistance? . . . . . . . . . . . . . . . . . . . . . . . . .
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other assistance outside the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in the region (d) Activities conducted in region (by type) (such as, fundraising, program services, investments, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of
service(s) in the region		 (f) Total expenditures
for and investments
in the region
NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 8,556,859
NORTH AMERICA 0 0 PROGRAM SERVICES REGULATORY OBLIGATIONS 306,262
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
3a Sub-total .... 0 0 8,863,121
b Total from continuation sheets to Part I ... 0 0 0
c Totals (add lines 3a and 3b) 0 0 8,863,121
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2023
Schedule F (Form 990) 2023
Page 2
Part II
Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 15, for any recipient who received more than $5,000. Part II can be duplicated if additional space is needed.
1 (a) Name of organization (b) IRS code section
and EIN (if applicable)		 (c) Region (d) Purpose of
grant 		(e) Amount of
cash grant 		(f) Manner of
cash
disbursement 		(g) Amount
of noncash
assistance 		(h) Description
of noncash
assistance 		(i) Method of
valuation
(book, FMV,
appraisal, other)
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter .......MediumBullet
 
3 Enter total number of other organizations or entities .......................MediumBullet
 
Schedule F (Form 990) 2023
Schedule F (Form 990) 2023Page 3
Part III
Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" on Form 990, Part IV, line 16.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Region (c) Number of recipients (d) Amount of
cash grant 		(e) Manner of cash
disbursement 		(f) Amount of
noncash
assistance 		(g) Description
of noncash
assistance 		(h) Method of
valuation
(book, FMV,
appraisal, other)
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
               
Schedule F (Form 990) 2023
Schedule F (Form 990) 2023
Page 4
Part IV
Foreign Forms
1 Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2 Did the organization have an interest in a foreign trust during the tax year? If "Yes," the organization may be required to separately file Form 3520, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A; don't file with Form 990). . . . . . . . . . . . . . . . . . . . . . . .
3 Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations. (see Instructions for Form 5471). . . . . . . . . . . . . . . . . . . . . . . . . . . .
4 Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If “Yes,” the organization may be required to file Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621) .
5 Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with Respect to Certain Foreign Partnerships (see Instructions for Form 8865). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6 Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to separately file Form 5713, International Boycott Report (see Instructions for Form 5713; don't file with Form 990).. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Schedule F (Form 990) 2023
Schedule F (Form 990) 2023
Page 5
Part V
Supplemental Information
Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information. See instructions.
ReturnReference Explanation
PART I, LINE 3: (1) COUNTRY - CANADA (2) COUNTRY - MEXICO
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
Schedule F (Form 990) 2023
Additional Data


Software ID:  
Software Version:  




Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

Schedule I
(Form 990)
Department of the Treasury
Internal Revenue Service
Grants and Other Assistance to Organizations,
Governments and Individuals in the United States
Complete if the organization answered "Yes," on Form 990, Part IV, line 21 or 22.
lBullet Attach to Form 990.
lBullet Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2023
Open to Public
Inspection
Name of the organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
Employer identification number
20-4821888
Part I
General Information on Grants and Assistance
1
Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ........................
2
Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.
Part II
Grants and Other Assistance to Domestic Organizations and Domestic Governments. Complete if the organization answered "Yes" on Form 990, Part IV, line 21, for any recipient
that received more than $5,000. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC section
(if applicable)		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
noncash assistance		 (h) Purpose of grant
or assistance
(1) IEEE OPERATIONS CENTER
445 HOES LANE
PISCATAWAY,NJ08854 		13-1656633 501(C)(3) 12,000 0     2023 IEEE POWER AND ENERGY SOCIETY GENERAL MEETING SILVER SUPPORT
2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................. Bullet Image
1
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
0
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2023

Schedule I (Form 990) 2023
Page 2
Part III
Grants and Other Assistance to Domestic Individuals. Complete if the organization answered "Yes" on Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.
(a) Type of grant or assistance (b) Number of
recipients		 (c) Amount of
cash grant		 (d) Amount of
noncash assistance		 (e) Method of valuation (book,
FMV, appraisal, other)		 (f) Description of noncash assistance
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Part IV
Supplemental Information. Provide the information required in Part I, line 2; Part III, column (b); and any other additional information.
Return Reference Explanation
PART I, LINE 2: NORTH AMERICAN ELECTRIC RELIABILITY CORP ONLY MAKES GRANTS AND SPONSORSHIP PAYMENTS TO ORGANIZATIONS AND FOR PURPOSES THAT HAVE BEEN PRE-APPROVED AND ARE CONSISTENT WITH THE ORGANIZATION'S MISSION.
Schedule I (Form 990) 2023



Additional Data


Software ID:  
Software Version:  


Schedule J
(Form 990)
Department of the Treasury
Internal Revenue Service
Compensation Information
For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
medium right arrow graphic Complete if the organization answered "Yes" on Form 990, Part IV, line 23.
medium right arrow graphic Attach to Form 990.
medium right arrow graphic Go to www.irs.gov/Form990 for instructions and the latest information.
OMB No. 1545-0047
2023
Open to Public Inspection
Name of the organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
Employer identification number

20-4821888
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
Yes
 
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
Yes
 
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) 2023

Schedule J (Form 990) 2023
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, 1099-MISC compensation, and/or 1099-NEC (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
1JAMES B ROBB
PRESIDENT AND CEO 		(i)

(ii)		 671,948
-------------
0 		409,175
-------------
0 		175,884
-------------
0 		325,732
-------------
0 		35,415
-------------
0 		1,618,154
-------------
0 		110,594
-------------
0
2MANUEL J CANCEL
SVP & CEO OF THE E-ISAC 		(i)

(ii)		 495,929
-------------
0 		195,888
-------------
0 		70,105
-------------
0 		114,833
-------------
0 		31,915
-------------
0 		908,670
-------------
0 		29,037
-------------
0
3MARK G LAUBY
SVP AND CHIEF ENGINEER 		(i)

(ii)		 371,138
-------------
0 		143,560
-------------
0 		94,950
-------------
0 		80,180
-------------
0 		35,337
-------------
0 		725,165
-------------
0 		50,024
-------------
0
4SONIA C RAMOS DA ROCHA
SVP, GC & CORP. SEC. 		(i)

(ii)		 384,340
-------------
0 		144,821
-------------
0 		55,389
-------------
0 		80,511
-------------
0 		22,260
-------------
0 		687,321
-------------
0 		27,378
-------------
0
5KELLY HANSON
SVP AND CAO 		(i)

(ii)		 385,398
-------------
0 		148,400
-------------
0 		18,609
-------------
0 		79,837
-------------
0 		35,339
-------------
0 		667,583
-------------
0 		0
-------------
0
6STAN HOPTROFF
VP, BUSINESS TECHNOLOGY 		(i)

(ii)		 421,204
-------------
0 		117,855
-------------
0 		41,580
-------------
0 		73,761
-------------
0 		2,139
-------------
0 		656,539
-------------
0 		14,670
-------------
0
7JANET L SENA
SVP, EXTERNAL AFFAIRS 		(i)

(ii)		 346,084
-------------
0 		121,190
-------------
0 		47,405
-------------
0 		90,191
-------------
0 		3,072
-------------
0 		607,942
-------------
0 		23,333
-------------
0
8HOWARD GUGEL
VP, ENGINEERING & STANDARDS 		(i)

(ii)		 260,288
-------------
0 		86,024
-------------
0 		27,749
-------------
0 		51,554
-------------
0 		35,235
-------------
0 		460,850
-------------
0 		11,910
-------------
0
9ANDREW G SHARP
VP AND CFO 		(i)

(ii)		 259,756
-------------
0 		76,024
-------------
0 		24,124
-------------
0 		51,385
-------------
0 		27,986
-------------
0 		439,275
-------------
0 		11,910
-------------
0
10STUART ELSTEIN
ASSOCIATE GENERAL COUNSEL 		(i)

(ii)		 271,742
-------------
0 		52,703
-------------
0 		1,576
-------------
0 		32,123
-------------
0 		38,684
-------------
0 		396,828
-------------
0 		0
-------------
0
11ERIC T HARTUNG
DIRECTOR OF PERFORMANCE MANAGEMENT 		(i)

(ii)		 259,185
-------------
0 		73,252
-------------
0 		1,283
-------------
0 		35,347
-------------
0 		22,059
-------------
0 		391,126
-------------
0 		0
-------------
0
12BRYAN PRESTON
VP, PEOPLE AND CULTURE (THRU 7/14/23 		(i)

(ii)		 176,343
-------------
0 		82,680
-------------
0 		83,416
-------------
0 		26,924
-------------
0 		21,501
-------------
0 		390,864
-------------
0 		0
-------------
0
13NINA JENKINS-JOHNSTON
ASSISTANT GENERAL COUNSEL 		(i)

(ii)		 246,103
-------------
0 		63,463
-------------
0 		5,013
-------------
0 		33,489
-------------
0 		35,137
-------------
0 		383,205
-------------
0 		0
-------------
0
14KIMBERLY MIELCAREK
VP, EXTERNAL AFFAIRS 		(i)

(ii)		 242,892
-------------
0 		71,250
-------------
0 		5,370
-------------
0 		42,026
-------------
0 		12,089
-------------
0 		373,627
-------------
0 		0
-------------
0
15JOAO MOURA
DIRECTOR OF RELIABILITY ASSESSMENTS 		(i)

(ii)		 245,877
-------------
0 		31,369
-------------
0 		1,220
-------------
0 		30,953
-------------
0 		42,735
-------------
0 		352,154
-------------
0 		0
-------------
0
16FRANK HIRST III
DIRECTOR OF LEG. AND REG. AFFAIRS 		(i)

(ii)		 218,783
-------------
0 		65,792
-------------
0 		2,937
-------------
0 		34,642
-------------
0 		1,835
-------------
0 		323,989
-------------
0 		0
-------------
0
17SOO J KIM
VP, ENGINEERING & STANDARDS 		(i)

(ii)		 199,883
-------------
0 		51,050
-------------
0 		774
-------------
0 		28,012
-------------
0 		11,553
-------------
0 		291,272
-------------
0 		0
-------------
0
18ELIZABETH SAUNDERS
VP, PEOPLE AND CULTURE 		(i)

(ii)		 194,349
-------------
0 		51,050
-------------
0 		774
-------------
0 		27,158
-------------
0 		11,553
-------------
0 		284,884
-------------
0 		0
-------------
0
19MECHELLE THOMAS
VP, COMPLIANCE (THRU 2/22/23) 		(i)

(ii)		 19,345
-------------
0 		72,625
-------------
0 		169,912
-------------
0 		5,903
-------------
0 		8,078
-------------
0 		275,863
-------------
0 		0
-------------
0
20KEN DEFONTES
CHAIRMAN 		(i)

(ii)		 178,500
-------------
0 		0
-------------
0 		0
-------------
0 		0
-------------
0 		0
-------------
0 		178,500
-------------
0 		0
-------------
0
21MICHAEL WALKER
FORMER CHIEF OF E-ISAC 		(i)

(ii)		 120,000
-------------
0 		0
-------------
0 		42,939
-------------
0 		0
-------------
0 		0
-------------
0 		162,939
-------------
0 		0
-------------
0
Schedule J (Form 990) 2023

Schedule J (Form 990) 2023
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
PART I, LINE 1A FIRST-CLASS TRAVEL: UNDER NORTH AMERICAN ELECTRIC CORP'S TRAVEL POLICY, TRUSTEES, OFFICERS, AND EMPLOYEES ARE GENERALLY REIMBURSED FOR ECONOMY AVAILABLE, OR IF A FLIGHT SEGMENT EXCEEDS FOUR HOURS IN DURATION, BUSINESS OR FIRST CLASS WILL BE REIMBURSED FOR TRUSTEES AND OFFICERS, OR IF A FLIGHT SEGMENT EXCEEDS FIVE HOURS IN DURATION FOR EMPLOYEES THEN BUSINESS CLASS WILL BE REIMBURSED. TAX GROSS-UP PAYMENTS: GROSS UPS ARE PROVIDED ON PAYCHECKS FOR TAXES THAT ARE WITHHELD FOR GIFT CARDS.
PART I, LINES 4A-B BRYAN PRESTON AND MECHELLE THOMAS RECEIVED SEVERANCE PAYMENTS IN THE AMOUNTS OF $79,000 AND $130,625, RESPECTIVELY. THE FOLLOWING EXECUTIVES PARTICIPATED IN A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN SPONSORED BY NORTH AMERICAN ELECTRIC RELIABILITY CORP. THE EMPLOYER CONTRIBUTIONS TO THE PLAN MADE ON BEHALF OF THE EXECUTIVES, ALONG WITH DISTRIBUTIONS FROM THE PLAN, ARE SHOWN BELOW AND REPORTED ON FORM 990, PART VII AND SCHEDULE J, PART II. CONTRIBUTIONS FOR 2023 TOTALED $476,080. THIRTEEN AWARDS VESTED IN 2023 AND WERE PAID: STAN HOPTROFF $13,660; MARK G. LAUBY $33,224 AND $33,656; SONIA RAMOS DA ROCHA $36,625; JAMES B. ROBB $83,944 AND $26,937; JANET L. SENA $29,287; MANUEL CANCEL $31,180; HOWARD GUGEL $20,197; ANDREW SHARP $13,561 AND MECHELLE THOMAS $12,793.
Schedule J (Form 990) 2023

Additional Data


Software ID:  
Software Version:  
SCHEDULE O
(Form 990)

Department of the Treasury
Internal Revenue Service
Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or 990-EZ or to provide any additional information.
Attach to Form 990 or 990-EZ.
 Go to www.irs.gov/Form990 for the latest information.
OMB No. 1545-0047
2023
Open to Public
Inspection
Name of the organization
NORTH AMERICAN ELECTRIC RELIABILITY CORP
 
Employer identification number

20-4821888
Return Reference Explanation
FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP IN NORTH AMERICAN ELECTRIC RELIABILITY CORP (NERC) IS VOLUNTARY AND IS OPEN TO ANY PERSON OR ENTITY THAT HAS AN INTEREST IN THE RELIABLE OPERATION OF THE NORTH AMERICAN BULK POWER SYSTEM AND THAT REGISTERS WITH NERC AS A MEMBER, MAINTAINS ITS REGISTRATION IN ACCORDANCE WITH THE BYLAWS, AND COMPLIES WITH THE OTHER CONDITIONS AND OBLIGATIONS OF MEMBERSHIP AS SPECIFIED IN THE BYLAWS. MEMBERSHIP IN A REGIONAL ENTITY SHALL NOT BE A CONDITION FOR MEMBERSHIP IN NERC. THE SECRETARY OF NERC SHALL MAINTAIN A ROSTER OF THE MEMBERS OF NERC. MEMBERS DO NOT SHARE IN THE PROFITS OR REVENUES OF NERC. NERC HAS THE FOLLOWING SECTORS OF MEMBERSHIP: (I) INVESTOR-OWNED UTILITY; (II) STATE/MUNICIPAL UTILITY; (III) COOPERATIVE UTILITY; (IV) FEDERAL OR PROVINCIAL UTILITY/POWER MARKETING ADMINISTRATION; (V)TRANSMISSION-DEPENDENT UTILITY; (VI) MERCHANT ELECTRICITY GENERATOR; (VII) ELECTRICITY MARKETER; (VIII) LARGE END-USE ELECTRICITY CUSTOMER; (IX) SMALL END-USE ELECTRICITY CUSTOMER; (X) INDEPENDENT SYSTEM OPERATOR/REGIONAL TRANSMISSION ORGANIZATION; (XI) REGIONAL ENTITY; (XII) GOVERNMENT REPRESENTATIVES.
FORM 990, PART VI, SECTION A, LINE 7A INDEPENDENT TRUSTEES ARE ELECTED BY THE MEMBER REPRESENTATIVES COMMITTEE, WHICH IS ELECTED BY THE MEMBERS. THE MEMBER REPRESENTATIVES COMMITTEE CONSISTS OF THE FOLLOWING VOTING MEMBERS: (I) TWO REPRESENTATIVES FROM EACH OF THE FOLLOWING SECTORS: INVESTOR-OWNED UTILITY, STATE/MUNICIPAL UTILITY, COOPERATIVE UTILITY, FEDERAL OR PROVINCIAL UTILITY/FEDERAL POWER MARKETING ADMINISTRATION, TRANSMISSION-DEPENDENT UTILITY, MERCHANT ELECTRICITY GENERATOR, ELECTRICITY MARKETER, LARGE END-USE ELECTRICITY CONSUMER, SMALL END-USE ELECTRICITY CONSUMER, AND INDEPENDENT SYSTEM OPERATOR/REGIONAL TRANSMISSION ORGANIZATION; (II) THE CHAIRMAN AND VICE CHAIRMAN OF THE MEMBER REPRESENTATIVES COMMITTEE; (III) ANY ADDITIONAL CANADIAN REPRESENTATIVES AS ARE SELECTED; AND (IV) TWO REPRESENTATIVES OF STATE GOVERNMENTS.
FORM 990, PART VI, SECTION A, LINE 8B THERE ARE NO COMMITTEES WITH THE AUTHORITY TO ACT ON BEHALF OF THE GOVERNING BODY.
FORM 990, PART VI, SECTION B, LINE 11B THE ORGANIZATION MUST USE THE FOLLOWING PROCESS FOR PREPARATION AND REVIEW OF ITS IRS FORM 990: (1) EACH YEAR, AN INDEPENDENT CPA FIRM PREPARES A DRAFT OF THE FORM 990, WORKING WITH THE CHIEF FINANCIAL OFFICER (CFO) AND CORPORATE CONTROLLER. THE CFO MAY ALSO ENGAGE THE SERVICES OF OUTSIDE COUNSEL IN PREPARING THE DRAFT FORM 990. (2) PRIOR TO FILING THE FORM 990 EACH YEAR, THE CFO, CONTROLLER, CHIEF OPERATING OFFICER AND GENERAL COUNSEL REVIEW THE DRAFT FORM 990. (3) PRIOR TO FILING THE FORM 990 EACH YEAR, THE DRAFT FORM 990 IS PROVIDED TO ALL MEMBERS OF THE BOARD OF TRUSTEES FOR REVIEW, INCLUDING MEMBERS OF THE FINANCE AND AUDIT COMMITTEE (FAC) THAT FOCUS ON THE FINANCIAL ASPECTS, AND MEMBERS OF THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC) THAT FOCUS ON THE CORPORATE GOVERNANCE ASPECTS. (4) THE CFO PREPARES A MEMORANDUM FOR THE FILE EACH YEAR DESCRIBING THE TIMING, NATURE, AND INDIVIDUALS INVOLVED IN THE PREPARATION AND REVIEW OF THE FORM 990.
FORM 990, PART VI, SECTION B, LINE 12C ANNUALLY, NORTH AMERICAN ELECTRIC RELIABILITY CORP'S (NERC) GENERAL COUNSEL SHALL DISTRIBUTE TO EACH NERC REPRESENTATIVE A COPY OF NERC'S CONFLICT OF INTEREST POLICIES, TOGETHER WITH A LIST OF THE REGISTERED ENTITIES FROM THE NERC COMPLIANCE REGISTRY, TOGETHER WITH A QUESTIONNAIRE THAT REQUIRES THE DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST. NEW INDEPENDENT TRUSTEES AND EMPLOYEES SHOULD COMPLETE THE QUESTIONNAIRE UPON JOINING NERC. THE GENERAL COUNSEL SHALL REVIEW THE COMPLETED QUESTIONNAIRES EACH YEAR AND COMMUNICATE WITH THE INDIVIDUALS INVOLVED ABOUT ANY POTENTIAL CONFLICTS. EACH INDIVIDUAL MUST RECUSE HIMSELF OR HERSELF FROM ANY PARTICULAR MATTER INVOLVING AN ENTITY THAT PRESENTS A CONFLICT OF INTEREST UNTIL SUCH TIME AS THE CONFLICT OF INTEREST IS RESOLVED. THE GENERAL COUNSEL SHALL REPORT THE RESULTS OF THE REVIEW OF THE CONFLICT OF INTEREST QUESTIONNAIRES TO THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC). CONFLICTS INVOLVING INDEPENDENT TRUSTEES SHALL ALSO BE REPORTED TO THE CHAIR. THE GENERAL COUNSEL SHALL PROVIDE CONSULTATION AND ADVICE ON MATTERS OF POSSIBLE CONFLICTS OF INTEREST AS THE OCCASION WARRANTS.
FORM 990, PART VI, SECTION B, LINE 15 NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) USES THE FOLLOWING PROCESSES FOR DETERMINING THE COMPENSATION OF INDEPENDENT TRUSTEES, THE CHIEF EXECUTIVE OFFICER, OTHER OFFICERS, AND KEY EMPLOYEES: A) TRUSTEE COMPENSATION - CONSISTENT WITH ITS MANDATE AND NERC'S GOVERNANCE GUIDELINES, AS AMENDED FROM TIME TO TIME, THE CGHRC ANNUALLY REVIEWS THE COMPENSATION PLAN FOR INDEPENDENT TRUSTEES. THE OBJECTIVE OF THE COMMITTEE'S REVIEW IS TO ASSURE THAT NERC IS ABLE TO ATTRACT AND RETAIN INDIVIDUALS WHO HAVE THE NECESSARY SKILLS, EXPERIENCE, PERSONAL CHARACTERISTICS AND COMMITMENT TO BE AN EFFECTIVE TRUSTEE, TAKING INTO ACCOUNT, IN PARTICULAR, THE WORKLOAD OF TRUSTEES, THE ALTERNATIVE OPPORTUNITIES AVAILABLE TO THOSE NERC WISHES TO ATTRACT AND RETAIN, AND THE STRINGENT CONFLICT-OF-INTEREST PROVISIONS GOVERNING NERC TRUSTEES. IN CONDUCTING THE REVIEW OF COMPENSATION, THE CGHRC EVALUATES THE AMOUNT OF WORK AND LEVEL OF RESPONSIBILITY TRUSTEES ARE BEING ASKED TO UNDERTAKE AND, FROM TIME TO TIME, BUT NO LESS THAN EVERY THREE YEARS, EXAMINES MARKET DATA WITH RESPECT TO THE COMPENSATION OF THE MEMBERS OF THE GOVERNING BOARDS OF OTHER RELEVANT ORGANIZATIONS UTILIZING AN INDEPENDENT COMPENSATION CONSULTANT. SUCH MARKET DATA MAY INCLUDE AVAILABLE COMPENSATION DATA FROM NERC'S REGIONAL ENTITIES, REGIONAL TRANSMISSION OPERATORS (RTO), INDEPENDENT SYSTEM OPERATORS (ISO), INVESTOR OWNED UTILITIES (IOU) (MEETING SUCH CHARACTERISTICS AS ARE APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT) AND A GENERAL INDUSTRY PEER GROUP (AS APPROVED BY THE COMMITTEE IN CONSULTATION WITH THE INDEPENDENT COMPENSATION CONSULTANT). B) CHIEF EXECUTIVE AND OTHER OFFICER COMPENSATION - THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF THE CEO IS DETERMINED BY THE BOARD OF TRUSTEES, AFTER REVIEW AND RECOMMENDATION BY THE CORPORATE GOVERNANCE AND HUMAN RESOURCES COMMITTEE (CGHRC). THE COMMITTEE AND BOARD CONSIDER MARKET DATA FOR PEER GROUP ORGANIZATIONS PROVIDED BY AN INDEPENDENT CONSULTANT, AS WELL AS THE DEGREE TO WHICH THE ORGANIZATION AND CEO HAVE ACHIEVED ESTABLISHED ANNUAL GOALS. THE DECISIONS OF THE COMMITTEE AND BOARD ARE DOCUMENTED AND KEPT ON FILE IN THE HUMAN RESOURCES DEPARTMENT. THE ANNUAL COMPENSATION, INCLUDING INCENTIVE COMPENSATION, OF OTHER OFFICERS IS REVIEWED, DETERMINED AND DOCUMENTED IN A SIMILAR FASHION, EXCEPT THAT THE FINAL COMPENSATION DETERMINATIONS ARE, UPON RECOMMENDATION OF THE CEO, APPROVED BY THE CGHRC, RATHER THAN THE BOARD OF TRUSTEES. AN INDEPENDENT COMPENSATION STUDY FOR EXECUTIVES WAS CONDUCTED IN 2023.
FORM 990, PART VI, SECTION C, LINE 19 NORTH AMERICAN ELECTRIC RELIABILITY CORP MAKES ITS GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC VIA ITS WEBSITE. AUDITED FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.
FORM 990, PART IX, LINE 11G OTHER CONSULTANTS 11,516,634.
FORM 990, PART XI, LINE 9: RECLASS OF UNREALIZED GAIN/LOSS 502,298.
FORM 990, PART XII, LINE 2C: THE OVERSIGHT AND SELECTION PROCESS DID NOT CHANGE DURING THE TAX YEAR.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990) 2023


Additional Data


Software ID:  
Software Version: