Nacd Corporate Directors Institute

“The organization amended its bylaws in may 2024. A summary of significant changes include: - extend controlling entities' approval of lobbying - clarify the ceo's role as a voting director - update the board quorum policy”

“The organization does not have any committees with authority to act on behalf of the governing body.”

“The form 990 was prepared by the independent accounting firm and reviewed by senior management. The form 990 was then provided to the nacd audit & finance committee, as well as the full board of directors for review prior to filing with the irs.”

“Officers and directors are required to sign a conflict of interest policy statement annually. Any potential conflict of interest is discussed by the full board of directors. If a conflict of interest is identified at the board level, that director would recuse himself/herself from any discussion/deliberations about that topic.”

“Nacd cdi relies on nacd, a related organization, to determine compensation. Nacd's compensation determination process is as follows. The nacd board of directors has a human resources & compensation committee comprised of four independent directors appointed annually by the board. The compensation committee is charged with assisting the board of directors in fulfilling its oversight responsibilities relating to the compensation and benefits of the ceo and the ceo's senior management team with an annual compensation of $275,000 or greater. Any bonuses paid to the senior management team are also approved by the human resources & compensation committee. According to the committee's charter, its oversight responsibilities include: 1. Developing a compensation philosophy and policies for approval by the board; 2. Review of nacd's goals and objectives relevant to the compensation of the ceo and the ceo's senior management team for approval by the board; 3. Annually evaluate the ceo's performance in light of these goals and objectives, and make a recommendation to the board with respect to the ceo's compensation; 4. The ceo will establish salaries and any adjustments for members of the staff below $275,000 in annual compensation following approval of a merit and bonus pool by the committee; and, 5. Annually review the ceo's and the ceo's senior management team compensation to ensure that such salaries, bonuses, and benefits are appropriate and consistent with published compensation surveys or guidance received by outside consultants. The committee will also review any change in benefits including commuting applicable to the ceo's senior management team. The most recent compensation review was in january 2024.”

“The organization's governing documents are available for review at nacd's offices upon request. Included on it's website: www.nacdonline.org, are the board of directors' biographies, code of ethics, and document retention policy. The organization also keeps a copy of our audited financial statements and irs form 990 available for public review in its offices. The irs form 990 is also available on guidestar.”

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