2024-11-15T16:33:33-06:00 2023-12-31 450250958 EIDE BAILLY LLP 5 TRIAD CENTER STE 600 SALT LAKE CITY UT 841801106 990 2023-01-01 876133162 WESTERN ELECTRICITY COORDINATING COUNCIL WEST 8018197608 155 N 400 W STE 200 SALT LAKE CITY UT 841031114 MELANIE FRYE PRESIDENT/CEO 8015820353 2024-11-15 1 0 KYLE FRITCH CPA P01313374 8015322200 2024-11-12 2023 2024-10-15 13:58:12Z MELANIE FRYE 1915 NORTH ROLLING OAKS LANE LAYTON UT 84040 32396040 0 X WWW.WECC.ORG X 1994 UT TO EFFECTIVELY AND EFFICIENTLY MITIGATE RISKS TO THE RELIABILITY AND SECURITY OF (CONT'D SCH. O) THE WESTERN INTERCONNECTION'S BULK POWER SYSTEM. 10 9 192 0 0 0 0 0 46738594 23875926 578316 1799666 0 0 47316910 25675592 0 0 0 0 24683602 27565090 0 0 0 7710649 8295942 32394251 35861032 14922659 -10185440 73102519 66776868 30088316 33817999 43014203 32958869 TO EFFECTIVELY AND EFFICIENTLY MITIGATE RISKS TO THE RELIABILITY AND SECURITY OF THE WESTERN INTERCONNECTION'S BULK POWER SYSTEM. 0 0 24485950 23875926 MONITORED AND ENFORCED STANDARDS FOR THE RELIABILITY OF THE BULK ELECTRIC SYSTEM (BES) IN THE WESTERN INTERCONNECTION AND CONDUCTED A VARIETY OF STUDIES AND ASSESSMENTS ESSENTIAL TO THE RELIABLE PLANNING AND OPERATION OF THE BES. 24485950 0 0 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 0 0 1 X 43 0 1 192 1 0 0 0 0 0 0 0 0 X 10 9 0 0 0 0 1 0 1 1 1 0 0 1 1 1 1 1 1 1 1 0 UT X JILLIAN LESSNER 8018836872 155 N 400 W STE 200 SALT LAKE CITY UT 84103 MELANIE FRYE PRESIDENT/CEO 40.00 X X 674124 0 63175 RICHARD CAMPBELL DIRECTOR 5.00 X 108625 0 0 KRIS HAFNER DIRECTOR 4.00 X 103625 0 0 GARY LEIDICH DIRECTOR 4.00 X 105500 0 0 JOE MCARTHUR DIRECTOR 4.00 X 98000 0 0 IAN MCKAY DIRECTOR 6.00 X 114875 0 0 JAMES AVERY DIRECTOR 4.00 X 105500 0 0 RICHARD WOODWARD DIRECTOR 4.00 X 105500 0 0 SHELLEY LONGMUIR DIRECTOR 4.00 X 105500 0 0 FELICIA MARCUS DIRECTOR 4.00 X 99875 0 0 JILLIAN LESSNER VP, CFAO 40.00 X 390869 0 46478 BRANDEN SUDDUTH VP, RPPA 40.00 X 341829 0 59732 JEFFREY DROUBAY VP, GC 40.00 X 325979 0 47440 STEVEN NOESS VP, RSO 40.00 X 302840 0 52219 KRISTINE RAPER VP, SEEA 40.00 X 300708 0 43525 VICTOR HOWELL DIRECTOR, RELIABILITY RISK MANAGEMENT 40.00 X 255823 0 45612 MICHAEL CONNELLY DIRECTOR, IS & TECH 40.00 X 219988 0 36739 STEVE RUECKERT DIRECTOR, STANDARDS DEVELOPMENT 40.00 X 234899 0 42331 SAAD MALIK DIRECTOR RELIABILITY PLANNING JAN-OCT 40.00 X 234124 0 41445 4228183 0 478696 94 0 1 0 SLALOM DBA SLALOM CONSULTING 821 2ND AVENUE STE 1900 SEATTLE WA 98104 CONSULTING 193780 MUCHLIKE CONSULTING LLC 1220 BIG VALLEY DR COLORADO SPRINGS CO 80891 CONSULTING 190825 2 ANNUAL ASSESSMENTS 813910 20800537 20800537 FEES AND CONTRACTS 813910 2828689 2828689 MEETINGS AND WORKSHOPS 813910 246700 246700 23875926 1772466 1772466 6747648 6720448 27200 27200 27200 25675592 23875926 0 1799666 3251685 756620 2495065 18903281 16008959 2894322 1693924 1351519 342405 2200407 1704561 495846 1515793 1153411 362382 28704 28704 40360 1400 38960 1759581 397239 1362342 351267 129860 221407 2411120 891369 1519751 1340876 495709 845167 758292 544792 213500 394410 283362 111048 844053 670834 173219 165076 165076 SUBSCRIPTION AND DUES 92825 34315 58510 NON-OPERATING EXPENSES 62000 62000 EXCISE TAX 47378 47378 35861032 24485950 11375082 0 47163170 40590451 1438745 3209239 791301 790281 5766690 3916721 2549772 1849969 12519764 12602250 8639767 7734678 73102519 66776868 10189785 13382294 10136029 11387303 9762502 9048402 30088316 33817999 X 43014203 32958869 43014203 32958869 73102519 66776868 -10185440 130106 0 X 0 1 X 1 0 0 1 0 1959412 1510081 449331 1189686 1021218 168468 2617592 1385422 1232170 1849969 OPERATING LEASE RIGHT-OF-USE ASSET 7734678 7734678 DEFERRED COMPENSATION 238887 OPERATING LEASE LIABILITY 8809515 9048402 X 25805698 130106 130106 25675592 0 25675592 35861032 0 35861032 0 35861032 PART X, LINE 2: WECC BELIEVES THAT IT HAS APPROPRIATE SUPPORT FOR ANY TAX POSITIONS TAKEN AFFECTING ITS ANNUAL FILING REQUIREMENTS AND, AS SUCH, DOES NOT HAVE ANY UNCERTAIN TAX POSITIONS THAT ARE MATERIAL TO THE FINANCIAL STATEMENTS. WECC WOULD RECOGNIZE FUTURE ACCRUED INTEREST AND PENALTIES RELATED TO UNRECOGNIZED TAX BENEFITS AND LIABILITIES IN INCOME TAX EXPENSE IF SUCH INTEREST AND PENALTIES ARE INCURRED. X X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 MELANIE FRYE PRESIDENT/CEO 530375 0 143749 0 0 0 45497 0 17678 0 737299 0 0 0 JILLIAN LESSNER VP, CFAO 313994 0 76875 0 0 0 33087 0 13391 0 437347 0 0 0 BRANDEN SUDDUTH VP, RPPA 274794 0 67035 0 0 0 35876 0 23856 0 401561 0 0 0 JEFFREY DROUBAY VP, GC 296265 0 29714 0 0 0 23584 0 23856 0 373419 0 0 0 STEVEN NOESS VP, RSO 260392 0 42448 0 0 0 27614 0 24605 0 355059 0 0 0 KRISTINE RAPER VP, SEEA 245844 0 54864 0 0 0 27209 0 16316 0 344233 0 0 0 VICTOR HOWELL DIRECTOR, RELIABILITY RISK MANAGEMEN 210168 0 45655 0 0 0 21756 0 23856 0 301435 0 0 0 STEVE RUECKERT DIRECTOR, STANDARDS DEVELOPMENT 189765 0 45134 0 0 0 18475 0 23856 0 277230 0 0 0 SAAD MALIK DIRECTOR RELIABILITY PLANNING JAN-OCT 188990 0 45134 0 0 0 19793 0 21652 0 275569 0 0 0 MICHAEL CONNELLY DIRECTOR, IS & TECH 199799 0 20189 0 0 0 19710 0 17029 0 256727 0 0 0 PART I, LINE 1A FIRST CLASS TRAVEL IS APPROVED FOR EXECUTIVES AND BOARD OF DIRECTORS WHEN COACH SEATS ARE UNAVAILABLE OR WHEN THE AVAILABLE SEATS ARE RESTRICTIVE. THE BENEFIT PLAN PROVIDES REIMBURSEMENTS FOR GYM MEMBERSHIP AND FITNESS CLASS FEES FOR EMPLOYEES AND THOSE REIMBURSEMENTS ARE INCLUDED IN COMPENSATION. PART I, LINE 7 INCENTIVE PAY IS AWARDED BASED UPON A MODEL THAT IS DEPENDENT ON ACHIEVING INDIVIDUAL GOALS AND THE CORPORATE SCORECARD. FORM 990, PART VI, SECTION A, QUESTION 1A THE CEO MAY NOT CAST A VOTE THAT CREATES OR BREAKS A TIE. FORM 990, PART VI, SECTION A, LINE 1A THE BOARD MAY DELEGATE TO ANY PERSON OR ANY COMMITTEE ANY OR ALL OF ITS POWERS AND AUTHORITY EXCEPT ANY POWER THAT IT MAY NOT DELEGATE PURSUANT TO APPLICABLE UTAH LAW, AND THE POWER TO: 1) ADOPT ANY RELIABILITY STANDARD; 2) APPROVE BUDGETS; 3) FORM COMMITTEES; 4) AMEND THE BYLAWS; 5) ELECT THE BOARD CHAIR AND OTHER OFFICERS OF THE BOARD; AND 6) HIRE, FIRE OR SET THE TERMS OF EMPLOYMENT OF THE CHIEF EXECUTIVE OFFICER. THESE POWERS ARE SUBJECT TO THE RIGHT OF ANY MEMBER TO APPEAL ANY OF SUCH DECISIONS TO THE BOARD WITHIN 30 DAYS OF THE COMMITTEE VOTE ON THE DECISION BY WRITING A LETTER TO THE CHIEF EXECUTIVE OFFICER THAT DESCRIBES IN REASONABLE DETAIL THE GROUNDS FOR APPEAL, AND REQUESTS THAT THE APPEAL BE CONSIDERED BY THE BOARD AT ITS NEXT REGULARLY SCHEDULED MEETING, SUBJECT TO APPLICABLE NOTICE REQUIREMENTS. DELEGATION WILL BE BY RESOLUTION. ANY DIRECTOR MAY CALL FOR A VOTE TO RESCIND SUCH DELEGATION AT ANY TIME. FORM 990, PART VI, SECTION A, LINE 6 CANDIDATES FOR A DIRECTOR POSITION SHALL BE NOMINATED BY A NOMINATING COMMITTEE. THE NOMINATING COMMITTEE CONSISTS OF THREE DIRECTORS AND FOUR MEMBER ADVISORY COMMITTEE MEMBERS. A CANDIDATE WILL BE ELECTED TO THE BOARD ON RECEIVING A MAJORITY VOTE OF THE MEMBERS AS A WHOLE, IN ADDITION TO A MAJORITY OF THE CLASSES (THREE OF THE FIVE) HAVING A MAJORITY VOTE FROM THE MEMBERS OF THE INDIVIDUAL MEMBERSHIP CLASS. FORM 990, PART VI, SECTION A, LINE 7B CHANGES TO THE WECC BYLAWS, AS OUTLINED IN SECTION 12, REQUIRE THE APPROVAL OF THE BOARD OR THE FULL MEMBERSHIP OF WECC, RESPECTIVELY. THOSE SECTIONS MOST DIRECTLY RELATED TO GOVERNANCE REQUIRE MEMBER APPROVAL. SUCH CHANGES ARE VOTED UPON BY BOARD AND, IF RECEIVING THE REQUIRED TWO-THIRDS MAJORITY IN FAVOR OF APPROVAL, THEY ARE THEN FORWARDED TO THE MEMBERSHIP FOR FINAL APPROVAL. IN ADDITION, ALL CHANGES TO THE WECC BYLAWS AND WECC'S DELEGATION AGREEMENT REQUIRE APPROVAL BY THE NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION(NERC) AND THE FEDERAL ENERGY REGULATORY COMMISSION (FERC). WECC MAY BE TERMINATED UPON A VOTE OF A MAJORITY OF THE MEMBERS IN ACCORDANCE WITH THE PROVISIONS OF UTAH LAW, THE FEDERAL POWER ACT AND THE REQUIREMENTS OF THE DELEGATION AGREEMENT AND APPLICABLE INTERNATIONAL RELIABILITY AGREEMENTS. WECC'S BUDGET AND BUSINESS PLAN ALSO REQUIRE APPROVAL BY BOTH NERC AND FERC. SUCH ITEMS ARE SENT TO THE NERC BOARD OF TRUSTEES FOR RATIFICATION. NERC THEN FILES THEM WITH FERC FOR APPROVAL. FORM 990, PART VI, SECTION B, LINE 11B ONCE THE RETURN HAS BEEN PREPARED BY THE TAX PREPARER, THE CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER REVIEWS THE FORM 990 FOR COMPLETENESS AND ANY NECESSARY CHANGES ARE MADE. A COPY IS PROVIDED TO THE CEO AND GENERAL COUNSEL FOR REVIEW PRIOR TO FILING. THE BOARD OF DIRECTORS IS ALSO PROVIDED WITH A COPY PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C WECC'S CONFLICT OF INTEREST POLICY IS CONTAINED IN THE STANDARDS OF CONDUCT FOR MEMBERS OF THE BOARD OF DIRECTORS AND OFFICERS AND EMPLOYEE STANDARDS OF CONDUCT, BOTH OF WHICH ARE APPENDED TO THE WECC BYLAWS. AS SUCH, THESE POLICIES APPLY TO ALL BOARD DIRECTORS AND EMPLOYEES. CONFLICTS OF INTEREST ARE ALSO ADDRESSED IN THE WECC BOARD OF DIRECTORS PRINCIPLES OF CORPORATE GOVERNANCE, A BOARD-APPROVED DOCUMENT PROVIDING GUIDANCE TO BOARD DIRECTORS ON VARIOUS TOPICS. ANY POTENTIAL CONFLICT OF INTEREST IS REPORTED TO THE CEO, BOARD CHAIR, OR GENERAL COUNSEL, AS APPROPRIATE. IN ADDITION, WECC PRACTICE PERMITS ANONYMOUS REPORTING OF POTENTIAL CONFLICTS TO THE WECC HOTLINE. THE CEO AND BOARD CHAIR CONSULT WITH THE GENERAL COUNSEL REGARDING ANY POTENTIAL CONFLICTS NOT REPORTED DIRECTLY TO THE GENERAL COUNSEL. THE GENERAL COUNSEL WILL THEN ADVISE THE REPORTING DIRECTOR, EMPLOYEE, OR CONTRACTOR REGARDING WHETHER THE ACTIVITY IS OR MAY BE CONSIDERED A CONFLICT AND DISCUSS APPROPRIATE ACTION TO AVOID OR REMEDY THE CONFLICT, INCLUDING, IN THE CASE OF BOARD DIRECTORS, RECUSAL BY THE AFFECTED DIRECTOR FROM THE MATTER IN QUESTION BY WRITTEN NOTICE TO THE BOARD OR, IN EXTREME CASES, RESIGNATION. FORM 990, PART VI, SECTION B, LINE 15 EACH YEAR THE CEO PREPARES A SELF-ASSESSMENT COMPARING THEIR PERFORMANCE TO THE GOALS SET FOR THE YEAR BY THE BOARD. THE SELF-ASSESSMENT IS REVIEWED BY THE BOARD OF DIRECTORS. THE HUMAN RESOURCES AND COMPENSATION COMMITTEE (HRCC) MAY PROVIDE INPUT ON THE CEO'S PERFORMANCE TO THE BOARD. THE BOARD REVIEWS ALL INPUT AND MAKES AN ASSESSMENT. BASED ON THE ASSESSMENT, THE BOARD DETERMINES AND APPROVES AN INCREASE IN SALARY, TAKING INTO ACCOUNT THE BUDGET AND ANY AVAILABLE MARKET DATA (MARKET DATA IS SOUGHT EVERY TWO TO THREE YEARS). EACH YEAR THE EXECUTIVES OF WECC PREPARE A SELF-ASSESSMENT COMPARING THEIR PERFORMANCE TO THE GOALS SET FOR THE YEAR BY THE CEO. THE SELF-ASSESSMENT IS REVIEWED BY THE CEO. THE CEO ALSO ASSESSES THE EXECUTIVES' PERFORMANCE. BASED UPON THEIR PERFORMANCE, A RECOMMENDED INCREASE IN SALARY IS PROPOSED TO HRCC TAKING INTO ACCOUNT THE BUDGET AND ANY AVAILABLE MARKET DATA (MARKET DATA IS SOUGHT EVERY TWO TO THREE YEARS). THE HRCC REVIEWS THE INFORMATION AND MAKES A RECOMMENDATION TO THE BOARD FOR APPROVAL. THE EXECUTIVE TEAM REVIEWS AND APPROVES OR REJECTS PROPOSED SALARY INCREASES FOR THE REMAINING EMPLOYEE POPULATION. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS ARE AVAILABLE ON THE WECC WEBSITE. THE CONFLICT OF INTEREST POLICY AND THE FINANCIAL STATEMENTS ARE AVAILABLE UPON REQUEST.