National Beer Wholesalers Association

“Rebecca Maisel and Louis Maisel share a family relationship.”

“NBWA is a membership-based organization. The Association's bylaws limit their regular voting membership to independent beer wholesalers / distributors holding a basic permit under the Federal Alcohol Administration Act to distribute beer and who subscribe to the mission and goals of the association. Associate non-voting membership in the Association is available to suppliers, supplier-controlled wholesalers, and any other entity that supplies goods and services to licensed beer wholesalers”

“The Association's bylaws state that the governing body of the association shall be the Board of Directors. the Board of Directors consists of five elected officers, 52 state directors, and up to 6 appointed directors. Prior to each annual meeting of the Association, regular members in good standing located in each state shall elect a state director for each vacancy by written secret ballot. The board may adopt rules and regulations for the conduct of its business and may, in the execution of the powers specified herein, delegate its authority to elected or appointed officers. the Management Committee has the authority to manage property, affairs, activities and concerns of the association under policies established by the Board of Directors.”

“A copy of the final version of the Form 990 is provided to the five elected officers (Chairman, Immediate Past Chairman, Vice Chairman, Secretary, and Treasurer) prior to filing with the IRS. The NBWA board has delegated such authority to the elected officers.”

“The association's staff, officers, and board members are all subject to the Conflict-of-Interest Policy. Persons covered by this policy have an affirmative duty to disclose to the Chairman of the Board and the President on a form provided annually by NBWA their interest that could give rise to conflicts of interest. This policy is focused upon material financial interest of, or benefit to such persons. For each interest disclosed, the Chairman will determine whether to take action, assure full disclosure to the Board, ask the person to recuse themselves from participation in related discussions / decisions, or ask the person to resign. The President and COO monitor proposed or ongoing transactions for conflicts of interest and disclose them to the Chairman of the Board in order to deal with potential or actual conflicts, whether discovered before or after the transaction has occurred.”

“The President's salary is evaluated annually by a compensation committee comprised of elected officers of the association. The committee annually reviews the President's written employment contract and all available public information regarding CEO compensation in comparable organizations. All compensation decisions are approved by the committee, documented and provided to the COO. In 2024, an outside firm was hired to evaluate the appropriateness of the President's salary as related to his job functions and peers at similar organizations.”

“NBWA makes available for public inspection the association bylaws, audited financial statements and the Conflict of Interest Policy upon request at its office during regular business hours.”

“Rounding adjustment 6.”

“The review process has not changed from the prior year.”