Vermont Electric Cooperative Inc

“The cooperative has members who are also the consumers of the electricity sold by the cooperative”

“Vec has members who vote to elect a director to represent their district.”

“Yes, the cooperative needs approval from members to make changes to the bylaws or articles of incorporation.”

“The form is prepared by the cooperatives indepedent auditing firm and then reviewed in detail by vec's accounting manager and controller. After the review is complete, the form 990 is sent to the ceo, cfo and vec's board of directors for their review, prior to submission.”

“Board policy b.4 was initially approved on 1/25/2000 and was reviewed and revised on 6/24/2014. The policy covers all board members of vermont electric cooperative, inc. (vec). Additionally, all members of the board are provided an irs form 990 questionnaire annually for completion and the responses are reviewed by vec's finance department for completeness. The board is responsible for enforcement of this policy on an ongoing basis. The board's policy provides all the requirements to be met by directors and the process by which a violation will be handled. All directors are required to sign this policy. Vec also has a management policy for conflict of interest that was approved on 4/16/2014 and reviewed by the board of directors on 5/12/2014. The policy covers all employees of vec. All officers, highly compensated employees and key employees complete the irs form 990 questionnaire annually. In addition, human resources provides a copy of vec's conflict of interest policy to employees during the on- boarding process. Vec review's the details of the policy and obtains the employee's initials that the information has been reviewed. Previous to the formal policy adotpion, vec posted the conflict of interest policy for employees on the internet. The ceo is responsible for the administration and enforcement of this policy.”

“The ceo's compensation is performance based. The board of directors, sets the ceo's goals and does an assessment during the annual performance evaluation. These are derived from vec's strategic plan and other objectives. The percentage requested is based on 1) assessed performance and 2) strategic competitiveness compared to ceo's statewide and in similarly-sized electric cooperatives. The board of directors awards or modifies the percentage based on its assessment of ceo performance. The ceo is also eligible for the manager incentive program (mip) bonus, which is based on company-wide performance metrics. Fifty percent of the bonus pool is proportional to base pay. The other 50% is divided based on performance.”

“Starting compensation for officers and non-union employees is determined by comparison of statewide and electric cooperative salary survey data and strategic competitiveness for excellent candidates. Vec strives to be approximately in the 50th percentile overall. The pool for officer and non-union raises is based on the percent increase the union has negotiated for the upcoming year. That percentage determines the average raise. Individual raises are determined based on a) performance and b) equity, both within statewide and electric cooperative salary surveys and along demographic comparisons. Each manager is assigned a raise pool proportional to the existing salary structure. The ceo evaluates the performance of their direct reports and assigns raises accordingly. Senior managers follow a similar pattern for their reports.”

“Vec bylaws are posted on the website, governing documents are available upon member request. Vec financial statements are available on the website, in the lobby at the annual meeting or upon request.”

“2024 net margins 4,443,580 2024 patronage retirements -1,216,895 total 3,226,685”