2024-10-28T10:58:38-05:00 2024-03-31 871353108 EISNER ADVISORY GROUP LLC 733 THIRD AVENUE NEW YORK NY 100172703 990 2023-04-01 131674285 SOCIETY FOR CORPORATE GOVERNANCE INC SOCI 2126812000 52 VANDERBILT AVENUE SUITE 510 NEW YORK NY 10017 PAUL F WASHINGTON PRESIDENT AND CEO 2126812000 2024-10-22 1 0 CANDICE METH P01306891 2129498700 2023 2024-10-15 13:58:12Z PAUL F WASHINGTON 52 VANDERBILT AVENUE NEW YORK NY 10017 5956565 0 X WWW.SOCIETYCORPGOV.ORG X 1946 NY ENHANCING THE PROFESSIONAL SKILLS OF ITS MEMBERSHIP. 22 22 12 212 0 0 682563 502440 4442176 4443780 37369 100478 1105 55867 5163213 5102565 0 0 0 0 2467782 2387047 0 0 0 2699286 2384260 5167068 4771307 -3855 331258 5459925 6297847 2722415 2986093 2737510 3311754 THE SOCIETY FOR CORPORATE GOVERNANCE, INC.'S (THE "SOCIETY") MISSION IS TO PROMOTE AND ASSIST THE VOLUNTARY EXCHANGE OF INFORMATION AND EXPERIENCE AMONG ITS MEMBERS, RELATING TO THE DUTIES AND PRACTICES OF THE ROLE OF CORPORATE SECRETARY AND OTHER GOVERNANCE PROFESSIONALS. 0 0 EDUCATIONAL PROGRAMS (NATIONAL CONFERENCES, BUSINESS DEVELOPMENT, EVENT EXPENSES, WEBINARS AND ROUNDTABLES) - APPROXIMATELY 1,400 MEMBERS SERVED. ADVOCACY AND POLICY - APPROXIMATELY 2,100 MEMBERS SERVED. MEMBERSHIP - APPROXIMATELY 3,650 MEMBERS SERVED. 0 1 0 1 0 0 0 0 0 1 0 0 1 1 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 22 0 1 12 1 0 0 0 0 1 1 0 0 0 X 22 22 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X ANDREW FITZSIMONS 2126812000 52 VANDERBILT AVENUE SUITE 510 NEW YORK NY 10017 KEIR GUMBS CHAIR 4.00 X X 0 0 0 JEFFREY POCHOWICZ IMMEDIATE PAST CHAIR 4.00 X X 0 0 0 DANE ALLEN THRU 62023 DIRECTOR 2.00 X 0 0 0 SHEENA BAILEY DIRECTOR 2.00 X 0 0 0 CRAIG BEAZER DIRECTOR 2.00 X 0 0 0 JARED BRANDMAN DIRECTOR 2.00 X 0 0 0 MONIQUE CENAC DIRECTOR 2.00 X 0 0 0 NING CHIU DIRECTOR 2.00 X 0 0 0 YAFIT COHN DIRECTOR 2.00 X 0 0 0 JEFF DEBRUIN DIRECTOR 2.00 X 0 0 0 RICH FIELDS DIRECTOR 2.00 X 0 0 0 WILLIAM HORTON DIRECTOR 2.00 X 0 0 0 JAILEAH HUDDLESTON DIRECTOR 2.00 X 0 0 0 CHRISTINA IBRAHIM DIRECTOR 2.00 X 0 0 0 ELIZABETH ISING THRU 62023 DIRECTOR 2.00 X 0 0 0 SHANNON KINNEY THRU 62023 DIRECTOR 2.00 X 0 0 0 ADAM KOKAS THRU 62023 DIRECTOR 2.00 X 0 0 0 KRISTA JONES MCANINLEY DIRECTOR 2.00 X 0 0 0 EILEEN MCCARTHY DIRECTOR 2.00 X 0 0 0 JUNG-KYU MCCANN DIRECTOR 2.00 X 0 0 0 BARRY MEDINTZ THRU 62023 DIRECTOR 2.00 X 0 0 0 HOPE MEHLMAN DIRECTOR 2.00 X 0 0 0 DAVID SCILEPPI DIRECTOR 2.00 X 0 0 0 SCOTT SIAMAS DIRECTOR 2.00 X 0 0 0 JEFFREY TAYLOR DIRECTOR 2.00 X 0 0 0 SCOTT THAYER DIRECTOR 2.00 X 0 0 0 HOLLY YOUNGWOOD DIRECTOR 2.00 X 0 0 0 CHRISTINA MAGUIRE PRESIDENT & CEO (THRU 7/2023) 0.00 X 292522 0 32828 ANDREW J FITZSIMONS COO/INTERIM PRESIDENT & CEO 35.00 X 340766 0 49163 OPHELIA M KING VP, EVENTS 35.00 X 156009 0 36005 SOPHIE HAGER HUME THRU 62023 COMPLIANCE OFFICER 2.00 X 0 0 0 ADAM KOKAS 6302023 - 72023 COMPLIANCE OFFICER 2.00 X 0 0 0 HOPE MEHLMAN THRU 72023 BOARD SECRETARY 2.00 X 0 0 0 JAMES KILLERLANE AS OF 12024 COMPLIANCE OFFICER 2.00 X 0 0 0 MARY FRANCIS BOARD SECRETARY 2.00 X 0 0 0 PAUL F WASHINGTON PRESIDENT & CEO (AS OF 4/15/2024) 0.00 X 0 0 0 RANDI V MORRISON SVP AND GENERAL COUNSEL 35.00 X 224213 0 27001 SHERYL JARVIS DIRECTOR, BOARD AND COMMITTEES 35.00 X 142748 0 45419 CHARLES E ALLEN VP, POLICY & ADVOCACY 35.00 X 177677 0 23489 HEATHER A SWEENEY MEMBER CONTENT & MARKETING 35.00 X 112737 0 29199 DARLA STUCKEY THRU 3312023 FORMER PRESIDENT & CEO 0.00 X 203543 0 40588 1650215 0 283692 8 1 1 0 ARABELLA ADVISORS 50 E WASHINGTON STREET SUITE 400 CHICAGO IL 60602 OUTSOURCED ACCOUNTING 150343 SALT CITY EVENTS LLC 6541 S IVORY CIRCLE TAYLORS VILLE TAYLORSVILLE UT 84129 CORPORATE EVENT PLANNING 149047 2 502440 502440 MEMBERSHIP DUES 900099 2338514 2338514 NATIONAL CONFERENCE & SEMINARS 611430 1831623 1831623 PUBLICATIONS & TUTORIALS 611710 273643 273643 4443780 98833 98833 855645 854000 1645 1645 1645 GAIN ON LEASE MODIFICATION 900099 55862 55862 OTHER 900099 5 5 55867 5102565 4443785 0 156340 860467 1065934 82157 255337 123152 8387 203864 86077 78874 209459 193195 34240 1180525 14256 16824 BANK CHARGES AND CREDIT 157946 MEMBERSHIP DEVELOPMENT 84041 TEMPORARY HELP 48895 DUES AND ANNUAL FEES 35225 32452 4771307 1716399 1850415 728431 763519 124579 104689 320153 351083 104739 79577 10343 25162 2105069 2300192 454951 902787 5459925 6297847 543789 599522 1466790 1401039 711836 985532 2722415 2986093 X 2737510 3311754 2737510 3311754 5459925 6297847 X 331258 138901 104085 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 2338514 116926 -116926 5327 4328 999 99412 75249 24163 25162 SECURITY DEPOSIT 33551 RIGHT-OF-USE ASSET - OPERATING LEASE 869236 902787 ACCRUED PENSION LIABILITY 116296 LEASE LIABILITY 869236 985532 X 5241466 138901 138901 5102565 0 5102565 4771307 0 4771307 0 4771307 PART X, LINE 2: THE SOCIETY IS SUBJECT TO THE PROVISIONS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD'S (THE "FASB") ACCOUNTING STANDARDS CODIFICATION ("ASC") TOPIC 740, INCOME TAXES, AS IT RELATES TO ACCOUNTING AND REPORTING FOR UNCERTAINTY IN INCOME TAX OBLIGATIONS. BECAUSE OF THE SOCIETY'S GENERAL TAX-EXEMPT STATUS, MANAGEMENT BELIEVES ASC TOPIC 740 HAS NOT HAD, AND IS NOT EXPECTED TO HAVE, A MATERIAL IMPACT ON THE SOCIETY'S FINANCIAL STATEMENTS. X X X X 1 0 0 ANDREW J FITZSIMONS COO/INTERIM PRESIDENT & CEO 294551 0 46215 0 0 0 14158 0 35005 0 389929 0 0 0 CHRISTINA MAGUIRE PRESIDENT & CEO (THRU 7/2023) 171555 0 0 0 120967 0 0 0 32828 0 325350 0 0 0 RANDI V MORRISON SVP AND GENERAL COUNSEL 194487 0 29726 0 0 0 14323 0 12678 0 251214 0 0 0 DARLA STUCKEY THRU 3312023 FORMER PRESIDENT & CEO 110649 0 92894 0 0 0 27326 0 13262 0 244131 0 0 0 CHARLES E ALLEN VP, POLICY & ADVOCACY 159098 0 18579 0 0 0 10892 0 12597 0 201166 0 0 0 OPHELIA M KING VP, EVENTS 138359 0 17650 0 0 0 11145 0 24860 0 192014 0 0 0 SHERYL JARVIS DIRECTOR, BOARD AND COMMITTEES 131601 0 11147 0 0 0 10482 0 34937 0 188167 0 0 0 PART I, LINE 4A INCLUDED IN SCHEDULE J, PART II, COLUMN B (III) - IS $120,967 OF SEVERANCE FORM 990, PART VI, SECTION A, LINE 6 THE MEMBERSHIP OF THE SOCIETY CONSISTS OF ALL PERSONS WHO ARE ACCEPTED FOR MEMBERSHIP PURSUANT TO MEMBERSHIP ELIGIBILITY RULES. PERSONS ELIGIBLE TO BECOME MEMBERS IN THE SOCIETY ARE PRIMARILY BUT NOT LIMITED TO (A) PERSONS WHOSE PRIMARY ROLES ARE AS CORPORATE SECRETARIES AND ASSISTANT SECRETARIES OF LEGAL ENTITIES, (B) OTHER EMPLOYEES OF LEGAL ENTITIES WHO HAVE A SUBSTANTIAL INVOLVEMENT WITH THE CORPORATE SECRETARIAL, GOVERNANCE, ETHICS OR COMPLIANCE FUNCTIONS WITHIN THEIR ENTITY, AND (C) PERSONS WITH FIRMS THAT PROVIDE SERVICES TO THE CORPORATE SECRETARIAL, GOVERNANCE, ETHICS OR COMPLIANCE FUNCTION (SUCH AS ATTORNEYS IN PRIVATE PRACTICE, ACCOUNTANTS, BANK TRUST OFFICERS, FINANCIAL PRINTERS, PROXY SOLICITORS, AND TRANSFER AGENTS). FORM 990, PART VI, SECTION A, LINE 7A EACH MEMBER, OTHER THAN RETIRED, INSTITUTIONAL AND HONORARY MEMBERS, SHALL BE ENTITLED TO CAST ONE VOTE, EITHER IN PERSON, VIA EMAIL OR OTHER ELECTRONIC CONVEYANCE, OR BY PROXY (INCLUDING A PROXY TRANSMITTED ELECTRONICALLY), WITH RESPECT TO ALL MATTERS PRESENTED FOR CONSIDERATION AT A MEETING OF MEMBERS. THE VOTE FOR DIRECTORS MAY BE BY BALLOT IF THE BOARD OF DIRECTORS SHALL SO ELECT OR IF REQUESTED BY A MAJORITY OF THE VOTING MEMBERS REPRESENTED AT A MEETING. DIRECTORS SHALL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT A MEETING OF MEMBERS. FORM 990, PART VI, SECTION A, LINE 7B EACH MEMBER, OTHER THAN RETIRED, INSTITUTIONAL AND HONORARY MEMBERS, SHALL BE ENTITLED TO CAST ONE VOTE, EITHER IN PERSON, VIA EMAIL OR OTHER ELECTRONIC CONVEYANCE, OR BY PROXY (INCLUDING A PROXY TRANSMITTED ELECTRONICALLY), WITH RESPECT TO ALL MATTERS PRESENTED FOR CONSIDERATION AT A MEETING OF MEMBERS. THE VOTE ON ANY OTHER MATTER MAY BE BY BALLOT IF THE BOARD OF DIRECTORS SHALL SO ELECT OR IF REQUESTED BY A MAJORITY OF THE VOTING MEMBERS REPRESENTED AT A MEETING. ALL OTHER MATTERS, EXCEPT AS MAY BE REQUIRED BY LAW, THE CERTIFICATE OF INCORPORATION OR THE BY-LAWS, SHALL BE AUTHORIZED BY A MAJORITY OF THE VOTES CAST AT A MEETING OF MEMBERS BY THE MEMBERS ENTITLED TO VOTE THEREAT. FORM 990, PART VI, SECTION B, LINE 11B THE 990 IS REVIEWED BY THE SOCIETY'S PRESIDENT & CEO, CHIEF OPERATING OFFICER, AND FINANCIAL CONSULTANT. ONCE THAT REVIEW IS COMPLETED IT IS GIVEN TO THE AUDIT AND FINANCE COMMITTEE FOR REVIEW AND APPROVAL. IF ANY CHANGES ARE REQUIRED, THEY ARE MADE. THE 990 IS THEN DISTRIBUTED TO THE FULL BOARD, WHICH IS GIVEN A COMMENT PERIOD BEFORE THE FILING. FORM 990, PART VI, SECTION B, LINE 12C THE SOCIETY DISTRIBUTES AND COLLECTS ITS CONFLICTS OF INTEREST POLICY ANNUALLY TO ALL EMPLOYEES AND BOARD MEMBERS. THE SOCIETY HAS APPOINTED A VOLUNTEER MEMBER TO SERVE AS ITS COMPLIANCE OFFICER. THE OFFICER REVIEWS THE FORMS AND INFORMS THE BOARD OF ANY POTENTIAL CONFLICTS. NO ACTUAL CONFLICTS WERE DETERMINED. FORM 990, PART VI, SECTION B, LINE 15 THE BOARD'S EXECUTIVE STEERING COMMITTEE, AMONG OTHER TASKS SPECIFIED IN ITS CHARTER, SERVES AS THE COMPENSATION COMMITTEE. IT REVIEWS AND APPROVES THE COMPENSATION LEVEL FOR THE PRESIDENT & CEO. IT ALSO REVIEWS AND APPROVES THE BONUS POOL FOR EMPLOYEES. FOLLOWING APPROVAL, THE EXECUTIVE STEERING COMMITTEE INFORMS THE BOARD. THESE DELIBERATIONS ARE GENERALLY DESCRIBED IN THE MINUTES. FORM 990, PART VI, SECTION C, LINE 19 THE SOCIETY'S FINANCIAL STATEMENTS, FORM 990, CODE OF CONDUCT FORM, QUESTION AND CONCERN REPORTING FORM, AND KEY GOVERNANCE DOCUMENTS ARE AVAILABLE ON THE SOCIETY'S WEBSITE. FORM 990, PART XI, LINE 9: PENSION-RELATED BENEFITS CHANGES OTHER THAN SERVICE COSTS 104,085.