2025-11-04T07:24:32-06:00 2025-03-31 871353108 EISNER ADVISORY GROUP LLC 733 THIRD AVENUE NEW YORK NY 100172703 990 2024-04-01 131674285 SOCIETY FOR CORPORATE GOVERNANCE INC SOCI 2126812000 52 VANDERBILT AVENUE SUITE 510 NEW YORK NY 10017 PAUL F WASHINGTON PRESIDENT AND CEO 2126812000 2025-10-29 1 1 TIMOTHY SCHROEDER P01631203 2129498700 2024 2025-03-06 01:10:19Z PAUL F WASHINGTON 52 VANDERBILT AVENUE NEW YORK NY 10017 9069649 0 X WWW.SOCIETYCORPGOV.ORG X 1946 NY ENHANCING THE PROFESSIONAL SKILLS OF ITS MEMBERSHIP. 27 27 13 350 0 0 502440 680729 4443780 4961097 100478 182203 55867 2 5102565 5824031 0 0 0 0 2387047 2757287 0 0 0 2384260 2880899 4771307 5638186 331258 185845 6297847 6919943 2986093 3435262 3311754 3484681 THE MISSION OF THE SOCIETY FOR CORPORATE GOVERNANCE, INC. (THE "SOCIETY") IS TO EMPOWER PROFESSIONALS TO ENHANCE CORPORATE GOVERNANCE THROUGH EDUCATION, COLLABERATION AND ADVOCACY. 0 0 EDUCATIONAL PROGRAMS (NATIONAL CONFERENCES, CHAPTER PROGRAM, BUSINESS DEVELOPMENT, EVENT EXPENSES, WEBINARS AND ROUNDTABLES) - APPROXIMATELY 4,800 REGISTRANTS SERVED. ADVOCACY AND POLICY - APPROXIMATELY 3,000 MEMBERS SERVED. MEMBERSHIP - APPROXIMATELY 3,750 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 20 0 13 1 0 0 0 0 1 1 0 0 0 X 27 27 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 X X PAUL F WASHINGTON 2126812000 52 VANDERBILT AVENUE SUITE 510 NEW YORK NY 10017 KEIR GUMBS CHAIR 4.00 X X 0 0 0 JAMES KILLERLANE COMPLIANCE OFFICER 2.00 X X 0 0 0 IKE ADEYEMI BOARD SECRETARY 2.00 X X 0 0 0 WILL LANGSTON ASSISTANT SECRETARY 2.00 X X 0 0 0 ALANA GRIFFIN ASSISTANT SECRETARY 2.00 X X 0 0 0 JENNIFER WOODS ASSISTANT SECRETARY 2.00 X X 0 0 0 BEN BACKBERG ASSISTANT SECRETARY 2.00 X X 0 0 0 SHEENA BAILEY DIRECTOR 2.00 X 0 0 0 CRAIG BEAZER 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 CHRISTINA IBRAHIM 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 HOPE MEHLMAN DIRECTOR 2.00 X 0 0 0 SCOTT SIAMAS 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 MARY FRANCIS DIRECTOR 2.00 X 0 0 0 MAIA GEZ DIRECTOR 2.00 X 0 0 0 JACOB JENKELOWITZ DIRECTOR 2.00 X 0 0 0 RICH REICH DIRECTOR 2.00 X 0 0 0 TONY RICHELIEU DIRECTOR 2.00 X 0 0 0 JARED BRANDMAN DIRECTOR (THRU 7/2024) 2.00 X 0 0 0 JAILEAH HUDDELSTON DIRECTOR (THRU 7/2024) 2.00 X 0 0 0 JUNG-HYU MCCANN DIRECTOR (THRU 7/2024) 2.00 X 0 0 0 DAVID SCILEPPI DIRECTOR (THRU 7/2024) 2.00 X 0 0 0 JEFFREY TAYLOR DIRECTOR (THRU 7/2024) 2.00 X 0 0 0 PAUL F WASHINGTON PRESIDENT & CEO (AS OF 4/15/2024) 35.00 X 262122 0 41098 ANDREW J FITZSIMONS CHIEF FINANCIAL & ADMIN OFFICER 35.00 X 410313 0 52803 OPHELIA M KING VP, EVENTS 35.00 X 165847 0 34636 RANDI V MORRISON SVP AND GENERAL COUNSEL 35.00 X 298865 0 21052 SHERYL JARVIS DIRECTOR, BOARD AND COMMIT 35.00 X 193625 0 44228 CHARLES E ALLEN VP, POLICY & ADVOCACY 35.00 X 186527 0 23008 HEATHER A SWEENEY MEMBER CONTENT & MARKETING 35.00 X 117747 0 25555 MARY KSHEINWALD STRATEGIC PARTNERSHIPS, MARKETING, EVENTS, AND BUS 35.00 X 111720 0 8399 1746766 0 250779 9 0 1 0 ARABELLA ADVISORS 50 E WASHINGTON STREET SUITE 400 CHICAGO IL 60602 OUTSOURCED ACCOUNTING 115546 CAREERS IN NONPROFITS 1001 CONNECTICUT AVE NW SUITE 314 WASHINGTON DC 20036 TEMPORARY STAFF 109348 2 680729 680729 MEMBERSHIP DUES 900099 2435559 2435559 NATIONAL CONFERENCE & SEMINARS 611430 2229883 2229883 PUBLICATIONS & TUTORIALS 611710 295655 295655 4961097 164929 164929 3262892 3245618 17274 17274 17274 OTHER 900099 2 2 2 5824031 4961099 0 182203 910243 1301957 103311 304526 137250 16650 206220 165000 226419 307922 153109 16951 1440130 13589 19335 MEMBERSHIP DEVELOPMENT 116519 CANCELLATION FEE 90000 DUES AND ANNUAL FEES 39836 PROF DEVELOPMENT 29827 39392 5638186 1850415 2636816 763519 796424 104689 206281 351083 301404 118046 93166 25162 24880 2300192 2153800 902787 800338 6297847 6919943 599522 834849 1401039 1709132 985532 891281 2986093 3435262 X 3311754 3484681 3311754 3484681 6297847 6919943 X 185845 23770 -36688 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 2435559 121778 -121778 5327 4328 999 112719 88838 23881 24880 SECURITY DEPOSIT 33551 RIGHT-OF-USE ASSET - OPERATING LEASE 766787 800338 ACCRUED PENSION LIABILITY 124494 LEASE LIABILITY 766787 891281 X 5847801 23770 23770 5824031 0 5824031 5674874 36688 36688 5638186 0 5638186 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. PART XII, LINE 2D - OTHER ADJUSTMENTS: PENSION-RELATED BENEFITS CHANGES OTHER THAN SERVICE COSTS 36,688. X X X X 0 0 0 ANDREW J FITZSIMONS CHIEF FINANCIAL & ADMIN OFFICER 300313 0 110000 0 0 0 18385 0 34418 0 463116 0 0 0 RANDI V MORRISON SVP AND GENERAL COUNSEL 229392 0 69473 0 0 0 14363 0 6689 0 319917 0 0 0 PAUL F WASHINGTON PRESIDENT & CEO (AS OF 4/15/2024) 262122 0 0 0 0 0 15992 0 25106 0 303220 0 0 0 SHERYL JARVIS DIRECTOR, BOARD AND COMMIT 174209 0 19416 0 0 0 7479 0 36749 0 237853 0 0 0 CHARLES E ALLEN VP, POLICY & ADVOCACY 163825 0 22702 0 0 0 9900 0 13108 0 209535 0 0 0 OPHELIA M KING VP, EVENTS 144079 0 21768 0 0 0 8786 0 25850 0 200483 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 PERSONS ELIGIBLE TO BECOME MEMBERS IN THE SOCIETY ARE (A) PERSONS WHOSE PRIMARY ROLES ARE EITHER AS CORPORATE SECRETARIES AND ASSISTANT SECRETARIES OF LEGAL ENTITIES OR PERSONS ASSOCIATED WITH A CORPORATE COUNSEL OFFICE, (B) OTHER EMPLOYEES OF LEGAL ENTITIES WHO HAVE A SUBSTANTIAL INVOLVEMENT WITH THE CORPORATE GOVERNANCE OF THE ORGANIZATION, SUCH AS LEGAL, GOVERNANCE, SUSTAINABILITY, ETHICS, COMPLIANCE, POLICY, OR GOVERNMENT AFFAIRS FUNCTIONS WITHIN THEIR ENTITY, (C) PERSONS EMPLOYED BY FIRMS THAT PROVIDE SERVICES TO THE INDIVIDUALS DESCRIBED IN SUBSECTIONS (A) AND (B) ABOVE, SUCH AS ATTORNEYS IN PRIVATE PRACTICE, ACCOUNTANTS, AND BANK TRUST OFFICERS, (D) BOARD MEMBERS OF OTHER ENTITIES, AND (E) ACADEMICS, STANDARD-SETTERS, NONGOVERNMENTAL ORGANIZATIONS, AND OTHERS SUPPORTIVE OF THE SOCIETY'S COMMUNITY IN A MANNER CONSISTENT WITH ITS MISSION. THE BOARD OF DIRECTORS MAY ESTABLISH ADDITIONAL QUALIFICATIONS AND CATEGORIES OF MEMBERSHIP AND THE RIGHTS AND OBLIGATIONS FOR THOSE CATEGORIES. FORM 990, PART VI, SECTION A, LINE 7A EACH MEMBER, OTHER THAN RETIRED AND HONORARY MEMBERS AND SUCH OTHER CATEGORIES AS THE BOARD OF DIRECTORS MAY DETERMINE FROM TIME TO TIME, 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 AND 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. DIRECTORS SHALL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT A MEETING OF MEMBERS. ALL OTHER MATTERS, EXCEPT AS MAY BE REQUIRED BY LAW, THE CERTIFICATE OF INCORPORATION, OR THESE 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 A, LINE 7B EACH MEMBER, OTHER THAN RETIRED AND HONORARY MEMBERS AND SUCH OTHER CATEGORIES AS THE BOARD OF DIRECTORS MAY DETERMINE FROM TIME TO TIME, 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 AND 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. DIRECTORS SHALL BE ELECTED BY A PLURALITY OF THE VOTES CAST AT A MEETING OF MEMBERS. ALL OTHER MATTERS, EXCEPT AS MAY BE REQUIRED BY LAW, THE CERTIFICATE OF INCORPORATION, OR THESE 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, SENIOR FINANCE OFFICER, AND OTHER FINANCIAL CONSULTANTS. ONCE THAT REVIEW IS COMPLETED IT IS GIVEN TO THE AUDIT AND FINANCE COMMITTEE FOR REVIEW. 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 -36,688.