Tri-County Electric Cooperative

“Tri-County Electric Cooperative is divided into seven districts. Each district has a member elected Board of Director that votes on behalf of the district represented. There is a total of seven Board of Director seats.”

“All Board members and CEO have business relationships due to their positions with Tri-Co Services Inc. a wholly owned corporation.”

“There is one class of members. Each member is entitled to one vote.”

“Each member is entitled to one vote to elect their district board member at their annual district meeting.”

“The bylaws may be altered amended or repaired by a vote of two-thirds of the delegates of the Cooperative.”

“There is no committee with the authority to act on behalf of the full board.”

“The CEO and CFO reviewed the Form 990 prior to it being filed. The Form 990 was also reviewed by a third party audit firm. Form 990 is distributed to the Board to review and approve by Board Resolution prior to being filed with the IRS.”

“A Board policy exists describing the situations creating a conflict of interest and requires each of the directors and key employees to disclose and report any potential conflicts to the proper authority. The CFO CIO COO and other employees must report to the CEO. The CEO must report to the Board Chairman. The CEO CFO CIO and COO and the directors are required to review and sign an annual statement pertaining to conflicts of interest. Directors found in violation of this policy will be dealt with pursuant to the bylaws of the Cooperative. A Board member abstains from voting on any items with potential conflicts.”

“Job descriptions are maintained for each position providing a basis for responsibility for each position. Annual goals and objectives tied to the strategic plan of the Organization are set for each position. Once each fiscal year the performance of these positions are evaluated. For the CEO the Board of Directors as a whole evaluates the performance against the job responsibilities goals and objectives. Also guidelines are provided by the national organization called the CEO Competency Profile which provides a list of the competencies and characteristics for success. For the CFO COO and CIO the position is evaluated in a similar manner as the CEO. Annual compensation surveys are obtained for the above positions in a similar organization and similar responsibilities which provide compensation ranges. Education background and work experience is also taken into consideration. Annual evaluations are brought to the Board in September of each year. This annual process was last completed in September 2024.”

“The organization makes its governing documents conflict of interest policy and financial statements available upon request.”

“| Explanation:| Included in column "f" is the estimated amount of other compensation which includes the estimated annual increase in the actuarial value of the defined benefit plan for all employees. The estimated increase for Christopher ONeill is $69,563 Patrick Simmer $37,536 Thomas Manting $73,433 Samantha Campbell $6,042 Jeremy Zuke $9,736 Brian Moore $7,201 Christopher Vallier $19,791 Richard Warchuck $21,755 and Christian Jensen $55,826. These amounts are an estimate of the increase in value of the plan and is not the current year expense of the Cooperative. The current year expense of the defined benefit plan is $59,121 $38,161 $34,016 $26,772 $22,193 $22,193 $23,501 $23,501 and $33,632 respectively.”

“| Explanation:| Expense reimbursement of executive officer compensation allocated to the for profit subsidiary Tri-Co Services is included in the figures shown in Part VII for the CEO CIO COO and CFO. The allocation of compensation is reimbursed at cost per the management agreement between the two entities. Tri-Co Services reports the allocation expenses as executive labor on the annual filed 1120.”

“| Description:, Explanation:, Amount:| Donated capital $349,431 Capital Credits Retired -$104,339 Equity Earnings By Subsidiary $499,441 Patronage Capital Allocated during the year $4,727,926. Total of $5,472,459., Other Changes in Net Assets, $5472459|”

“| Explanation:| The Cooperative has interpreted the instructions to part IX line 4 to mean patronage allocated for the year rather than capital credits retired. This is consistent with the bylaws of the Cooperative.”