2025-11-07T13:20:11-06:00 2024-12-31 420714325 RSM US LLP 1001 WATER ST STE 500 TAMPA FL 33602 990 2024-01-01 530025930 THE AMERICAN INSTITUTE OF ARCHITECTS AMER 8002423837 1735 NEW YORK AVE NW WASHINGTON DC 200065292 STEPHEN AYERS EXECUTIVE VICE PRESIDENT/CEO 8002423837 2025-11-06 1 0 KRISTEN BARNETT P01234578 8133162300 2025-11-06 2024 2025-03-06 01:10:19Z STEPHEN AYERS 1735 NEW YORK AVE NW WASHINGTON DC 200065292 116564785 0 X WWW.AIA.ORG X 1857 NY THE AMERICAN INSTITUTE OF ARCHITECTS (AIA) IS A NONPROFIT ASSOCIATION INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK. ITS MISSION IS TO UNITE ARCHITECTS IN FELLOWSHIP; PROMOTE THE AESTHETIC, SCIENTIFIC, AND PRACTICAL EFFICIENCY OF THE PROFESSION; ADVANCE THE SCIENCE AND ART OF PLANNING AND BUILDING; COORDINATE THE BUILDING INDUSTRY AND THE PROFESSION OF ARCHITECTURE TO IMPROVE THE QUALITY OF LIFE; AND TO MAKE THE PROFESSION OF EVER-INCREASING SERVICE TO SOCIETY. 15 13 222 1089 1226635 3450 0 105213 48229252 50307356 15022073 13922014 4868849 5750886 68120174 70085469 1358684 1062196 0 0 32352278 32929305 0 0 0 32842990 34584307 66553952 68575808 1566222 1509661 196886874 230344971 36487782 68008277 160399092 162336694 X VISION: DRIVE POSITIVE CHANGE THROUGH THE POWER OF DESIGN AND FOCUSED ACTIVISM.MISSION: AIA INSPIRES AND EMPOWERS ARCHITECTS TO IMPROVE SOCIETY AND TRANSFORM THE WORLD. 0 0 PROFESSIONAL DEVELOPMENT - AIA OFFERS EDUCATIONAL OPPORTUNITIES TO MEMBERS INCLUDING:CES: THE AIA IS ACTIVELY INVOLVED IN THE CONTINUING EDUCATION OF ITS MEMBERS THROUGH ITS CES/CONTINUING EDUCATION PROGRAM. THE AIA MAKES SPECIALIZED INFORMATION AVAILABLE TO REGISTERED CES PROVIDERS, AS WELL AS TO AIA MEMBERS, TO HELP MEMBERS MEET THEIR CONTINUING EDUCATION REQUIREMENTS. KNOWLEDGE COMMUNITIES: THESE COMMUNITIES PROVIDE MEMBERS WITH ACCESS TO IN-DEPTH INFORMATION, SERVICES, KNOWLEDGE, AND CAREER NEEDS FOR SPECIFIC AREAS OF THE ARCHITECTURAL PRACTICE. MEMBER SERVICES - AIA OFFERS MEMBER SERVICES INCLUDING:COMPONENT RELATIONS: LOCAL NETWORKING ACTIVITIES, EDUCATIONAL SEMINARS, AND REGIONAL UPDATES ARE AVAILABLE THROUGH STATE AND LOCAL COMPONENT CHAPTERS.WEBSITE MEMBERS SECTION: PROVIDES AN ENTRY POINT FOR SERVICES PROVIDED TO AIA MEMBERS.HONORS AND AWARDS: PROGRAM PROVIDES RECOGNITION OF INDIVIDUALS AND ORGANIZATIONS FOR THEIR OUTSTANDING ACHIEVEMENTS IN SUPPORT OF THE PROFESSION OF ARCHITECTURE AND THE AIA. MEDIA RELATIONS SUPPORT CENTER: A TOOL TO AID MEMBERS IN IMPLEMENTING EFFECTIVE MEDIA RELATIONS EFFORTS IN THE MEMBER'S LOCAL AND REGIONAL MARKET. SUSTAINABILITY: A VOLUNTARY PROGRAM FOR AIA MEMBER FIRMS AND OTHER ENTITIES IN THE BUILT ENVIRONMENT TO PLEDGE TO DEVELOP MULTI-YEAR ACTION PLANS, AND IMPLEMENT STEPS TO BECOME CARBON NEUTRAL BY THE YEAR 2030. AIA PROVIDES SUPPORT, INFORMATION, AND EDUCATION ON SUSTAINABILITY. PUBLIC RELATIONS - AIA PROVIDES A WEALTH OF INFORMATION TO THE PUBLIC ON ARCHITECTURE AND ARCHITECTS. PUBLICATIONS - AIA PROVIDES A WIDE ARRAY OF PUBLICATIONS AND PROGRAMS INCLUDING: AIA ARCHITECT: BI-WEEKLY ELECTRONIC NEWSLETTER OF THE AIA.AIA STORE: ONLINE AND PHYSICAL STORE SELLING CURRENT ARCHITECTURAL PUBLICATIONS TO THE PUBLIC AND MEMBERS.OTHER PUBLICATIONS: THE AIA HAS VARIOUS OTHER PUBLICATIONS AND E-NEWSLETTERS PROVIDING CURRENT INFORMATION AND GUIDELINES TO PROFESSIONALS IN THE BUILDING INDUSTRY. GOVERNMENT AFFAIRS: THE AIA REPRESENTS THE INTERESTS OF ARCHITECTS BEFORE FEDERAL, STATE, AND LOCAL GOVERNMENTS AND OTHER POLICY-MAKING BODIES. THIS OUTREACH, COUPLED WITH SUSTAINED MEMBER PARTICIPATION AND ACTIVE INVOLVEMENT IN THE POLITICAL PROCESS, ENABLES THE AIA TO ADVOCATE ON BEHALF OF LEGISLATIVE, REGULATORY, AND RELATED ISSUES IMPORTANT TO AIA MEMBERS. CONFERENCE ON ARCHITECTURE: THE AIA CONFERENCE ON ARCHITECTURE OFFERS MORE THAN 500 PROGRAM OFFERINGS, INCLUDING WORKSHOPS, SEMINARS, TOURS, AND EXPO EDUCATION, AS WELL AS INFORMATIONAL EXHIBITS SHOWCASING THE LATEST IN BUILDING MATERIALS AND PRODUCTS. SCHOLARSHIPS, GRANTS, CONTRIBUTIONS: AIA PROVIDES SCHOLARSHIPS, GRANTS AND OTHER CONTRIBUTIONS TO PROMOTE THE ARCHITECTURAL PROFESSION. 0 1 1 1 0 0 0 0 1 1 0 0 0 1 1 0 1 0 0 1 0 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 0 0 1 1 1 1 0 1 175 0 1 222 1 1 1 0 0 0 1 1 0 1 0 X 15 13 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 1 1 NY X TERRI STEWART 8002423837 1735 NEW YORK AVE NW WASHINGTON DC 200065292 KIMBERLY DOWDELL PRESIDENT 50.00 X X 85000 0 0 EVELYN LEE PRESIDENT-ELECT 10.00 X X 50000 0 0 HEATHER PHILIP-O'NEAL TREASURER 10.00 X X 0 0 0 BRITT LINDBERG SECRETARY 10.00 X X 0 0 0 KEVIN HOLLAND AT-LARGE DIRECTOR 5.00 X 0 0 0 ILLYA AZAROFF AT-LARGE DIRECTOR 5.00 X 0 0 0 LATOYA KAMDANG AT-LARGE DIRECTOR 5.00 X 0 0 0 LAURA LESNIEWSKI STRATEGIC COUNCIL AT-LARGE 5.00 X 0 0 0 KOREY WHITE STRATEGIC COUNCIL AT-LARGE 5.00 X 0 0 0 ANNE HICKS HARNEY STRATEGIC COUNCIL AT-LARGE 5.00 X 0 0 0 CAROLE WEDGE APPOINTED DIRECTOR 5.00 X 0 0 0 WINSTON YEO APPOINTED DIRECTOR 5.00 X 0 0 0 TANNIA CHAVEZ ASSOCIATE DIRECTOR 5.00 X 0 0 0 COLT BROCK STUDENT DIRECTOR 5.00 X 0 0 0 AMBER LOMBARDO CACE DIRECTOR 5.00 X 0 0 0 LAKISHA ANN WOODS CAE EVP/CEO 37.50 X 1614794 0 102700 TERRI STEWART CHIEF FINANCE & ADMIN. OFFICER 37.50 X 444784 0 38574 KEVIN WATKINS SR. VP, MEMBER & COMP. ENGAGEMENT 37.50 X 337031 0 57252 ANDREW FLANK SVP, SALES, EVENTS & EXHIBITS 37.50 X 471925 0 42014 ROBERT CLAYBORNE SVP, KNOWLEDGE & PRACTICE 37.50 X 324139 0 46915 MARY SCHNEIDER CHIEF STRATEGY OFFICER 37.50 X 363613 0 28608 KIERSTEN FOX THORNTON CHIEF PEOPLE OFFICER 37.50 X 373887 0 49366 PRAVEEN PATEL SR. VICE PRESIDENT, TECHNOLOGY 37.50 X 309091 0 75119 4374264 0 440548 90 0 1 0 TURNER CONSTRUCTION COMPANY 11413 ISAAC NEWTON SQUARE RESTON VA 20190 CONSTRUCTION 24502861 MILLER & CHEVALIER CHARTERED 900 16TH ST NW WASHINGTON DC 20006 LEGAL 1379727 EHDD 300 MONTGOMERY ST SUITE 900 SAN FRANCISCO CA 94104 DESIGN 1290936 INNOMINDS SOFTWARE INC 2055J UNCTION AVE SUITE SAN JOSE CA 95131 SOFTWARE 796815 FONTEVA LLC 3033 WILSON BOULEVARD SUITE 7000 WASHINGTON DC 22201 SOFTWARE 326797 20 29200 76013 105213 MEMBERSHIP DUES 900099 22714922 22714922 EDUCATION REVENUE 900099 16815898 16815898 CONFERENCES & MEETINGS 900099 9498076 5763544 3734532 ENTRY/AWARD FEES 900099 1278460 367275 911185 50307356 5015703 5015703 2724976 2724976 2832924 1526520 1306404 1306404 1306404 53607795 44701484 8906311 8906311 8906311 520043 251312 268731 268731 MISCELLANEOUS INCOME 900099 1135325 1135325 GARAGE RENTAL 812930 315450 315450 1450775 70085469 45930370 1226635 22823251 856777 187919 17500 2595137 24480883 1454749 2541179 1857357 123553 2167132 351961 675773 4956052 905574 643642 2462483 935838 2577246 7415171 620160 3647374 2396961 703715 INCOME TAX 113573 BANK & MERCHANT PROFESS 2135988 DUES & SUBSCRIPTIONS 515876 TAXES (NON INCOME) 410614 825621 68575808 554703 669983 122558328 120287332 2909884 1296341 124833 72375 1409534 2153008 57943364 9296281 19770263 48647083 49038867 56666640 520462 552209 196886874 230344971 12661695 17614985 16577854 18212227 7016439 31993991 231794 187074 36487782 68008277 X 156007284 157975180 4391808 4361514 160399092 162336694 196886874 230344971 1509661 427941 0 X X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED ARCHIPAC 1735 NEW YORK AVENUE NW WASHINGTON DC 20006 352416199 0 35200 0 0 1 22714922 2299780 1988065 4287845 3407238 880607 PART I-A, LINE 1: ACTIVITY CONDUCTED THROUGH A SECTION 527 POLITICAL ACTION COMMITTEE. 21495879 0 1219121 0 589336 22125664 19741344 100000 1993070 338535 21495879 24145097 -4128834 274919 19741344 22032016 150000 2299153 336072 24145097 19961532 2506463 435979 22032016 0.79158 0.05308 0.15534 0 0 1232616 1232616 54422400 8412114 46010286 865538 593421 272117 1422810 290746 1132064 48647083 DUE TO AIA FOUNDATION 187074 187074 X 71615469 427941 427941 71187528 675773 -1777832 -1102059 70085469 69677867 1777832 1777832 67900035 675773 675773 68575808 PART V, LINE 4: AIA'S ENDOWMENT CONSISTS OF PERMANENTLY RESTRICTED FUNDS, BOARD-DESIGNATED FUNDS FOR SCHOLARSHIPS AND RESEARCH, TEMP RESTRICTED FUNDS BY DONOR . THE INSTITUTE HAS ALSO ALLOCATED CERTAIN UNRESTRICTED NET ASSETS FOR THE PURPOSE OF FUNDING SCHOLARSHIPS THROUGH A QUASI-ENDOWMENT. PART X, LINE 2: AIA IS EXEMPT FROM THE PAYMENT OF FEDERAL AND STATE INCOME TAXES ON INCOME OTHER THAN NET UNRELATED BUSINESS INCOME TAX UNDER SECTION 501(C)(6) OF THE INTERNAL REVENUE CODE (IRC). INCOME FROM NONEXEMPT FUNCTIONS IS SUBJECT TO UNRELATED BUSINESS INCOME TAX. THE INSTITUTE HAD INCOME TAX EXPENSE RELATING TO RENTAL INCOME, JOB BOARDS, AND ADVERTISING INCOME OF $113,573 AND $142,792 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023, RESPECTIVELY. PART XI, LINE 4B - OTHER ADJUSTMENTS: RENTAL EXPENSES INCLUDED IN PART VIII -1,526,520. COGS EXPENSE INCLUDED IN PART VIII -251,312. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES INCLUDED IN PART VIII 1,526,520. COGS EXPENSE INCLUDED IN PART VIII 251,312. 1 NORTH AMERICA 0 0 PROGRAM SERVICES DUES AND REVENUE SHARE, GRANTS 41213 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES DUES AND REVENUE SHARE, GRANTS 76954 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES DUES AND REVENUE SHARE, GRANTS 105070 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES DUES AND REVENUE SHARE 37559 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 GRANTMAKING 17500 0 0 0 0 0 0 278296 0 278296 PROGRAM SUPPORT EUROPE (INCLUDING ICELAND & GREENLAND) 1 17500 WIRE TRANSFER 0 0 0 0 0 0 PART I, LINE 2: GRANT RECIPIENTS ARE REQUIRED TO PROVIDE INTERIM REPORTING AND DELIVERY OF A FINAL REPORT. THE REPORTING DOCUMENTATION MUST INCLUDE FINANCIAL DATA, SUBSTANTIVE NARRATIVE, WORK SAMPLE, AND LESSONS LEARNED. THEY MUST PRODUCE A RESULT REPORT AT THE END OF THE PROJECT DESCRIBING THE PROJECT RESULT AND FINAL FUND USAGE. 1 ACEMENTOR PROGRAM OF AMERICA 1501 CHERRY STREET PHILADELPHIA PA 19102 202238314 501C3 10000 0 PROGRAM SUPPORT CLEMSON UNIVERSITY FOUNDATION 155 OLD GREENVILLE HIGHWAY SUITE 10 GREENVILLE SC 29631 570426335 501C3 6500 0 PROGRAM SUPPORT GEORGETOWN UNIVERSITY LAW CENTER 37TH O STREET NW BOX 571173 WASHINGTON DC 20057 530196603 501C3 7500 0 PROGRAM SUPPORT MILWAUKEE SCHOOL OF ENGINEERING 1025 N BROADWAY MILWAUKEE WI 53202 390477970 501C3 6500 0 PROGRAM SUPPORT MONTANA STATE UNIVERSITY FOUNDATION 1501 SOUTH 11TH AVENUE BOZEMAN MT 59717 816010045 501C3 6500 0 PROGRAM SUPPORT NATIONAL BUILDING MUSEUM 401 F STREET NW WASHINGTON DC 20001 521050999 501C3 10000 0 PROGRAM SUPPORT CLEMSON UNIVERSITY 105 SIKES HALL CLEMSON SC 29634 576000254 501C3 6500 0 PROGRAM SUPPORT NATIONAL BUILDING MUSEUM 401 F ST NW WASHINGTON DC 20001 521050999 501C3 100000 0 PROGRAM SUPPORT TEXAS TECH UNIVERSITY 2500 BROADWAY W LUBBOCK TX 79409 756002622 501C3 6500 0 PROGRAM SUPPORT THE KENNEDY CENTER PO BOX 58100 WASHINGTON DC 20037 530245017 501C3 65000 0 PROGRAM SUPPORT US CONFERENCE OF MAYORS 1620 EYE STREET NW WASHINGTON DC 20006 530196642 501C3 125000 0 PROGRAM SUPPORT US CONFERENCE OF MAYORS 1620 EYE STREET NW 4TH FLOOR WASHINGTON DC 20006 WASHINGTON DC 20006 530196642 501C3 25000 0 PROGRAM SUPPORT UNIVERSITY OF FLORIDA SUITE 1250 EAST CAMPUS OFFICE BUILDING PO BOX 113201 GAINESVILLE FL 32611 596002052 501C3 6500 0 PROGRAM SUPPORT UNIVERSITY OF HOUSTON P O BOX 1426 HOUSTON TX 77251 746001399 501C3 25000 0 PROGRAM SUPPORT CENTER FOR MAXIMUM POTENTIAL BUILDING SYSTEMS 8604 FM 969 AUSTIN TX 78724 741873474 501C3 10000 0 PROGRAM SUPPORT BALL STATE UNIVERSITY LUCINA HALL ROOM 245 MUNCIE IN 47306 356000158 501C3 6500 0 PROGRAM SUPPORT AIA FOUNDATION 1735 NEW YORK AVENUE WASHINGTON DC 20006 593819154 501C3 125000 0 PROGRAM SUPPORT CASEY TREES 3030 12TH STREET NORTHEAST WASHINGTON DC 20017 311766444 501C3 18500 0 PROGRAM SUPPORT UNIVERSITY OF WASHINGTON DEPT OF CONSTRUCTION MANAGEMENT 120 ARCHITECTURE HALL BOX 351610 SEATTLE WA 98195 916001537 501C3 6500 0 PROGRAM SUPPORT UNIVERSITY OF FLORIDA SUITE 1250 EAST CAMPUS OFFICE BUILDING PO BOX 113201 GAINESVILLE FL 32611 596002052 501C6 6500 0 PROGRAM SUPPORT AIA CHICAGO 35 EAST WACKER DRIVE SUITE 250 CHICAGO IL 60601 362482028 501C6 20000 0 PROGRAM SUPPORT AIA COLORADO 1536 WYNKOOP STREET DENVER CO 80202 840659717 501C6 7500 0 PROGRAM SUPPORT AIA FLORIDA 104 E JEFFERSON ST TALLAHASSEE FL 32301 590828819 501C6 10000 0 PROGRAM SUPPORT THE CENTER FOR HEALTH DESIGN INC 1320 WILLOW PASS ROAD SUITE 600 CONCORD CA 94520 680298038 501C6 25000 0 PROGRAM SUPPORT AIA LOUISIANA 521 AMERICA STREET BATON ROUGE LA 70802 720733168 501C6 8431 0 PROGRAM SUPPORT AIA MINNESOTA 105 SOUTH 5TH AVENUE SUITE 485 MINNEAPOLIS MN 55401 411696706 501C6 12000 0 PROGRAM SUPPORT AIA SAN FRANCISCO 140 SUTTER ST SAN FRANCISCO CA 94104 530025930 501C6 12071 0 PROGRAM SUPPORT AIA TENNESSEE 1105 GARTLAND AVENUE NASHVILLE TN 37206 626047868 501C6 10000 0 PROGRAM SUPPORT AIA TENNESSEE 1105 GARTLAND AVENUE NASHVILLE TN 37206 626047868 501C6 6000 0 PROGRAM SUPPORT AIADC 421 7TH STREET NW WASHINGTON DC 20004 530225668 501C6 27000 0 PROGRAM SUPPORT AIAS 1735 NEW YORK AVENUE NW WASHINGTON DC 20006 521239053 501C6 45625 0 PROGRAM SUPPORT AMERICAN SOCIETY OF ASSOCIATION EXECUTIVES 1575 I ST NW WASHINGTON DC 20005 530026940 501C6 12000 0 PROGRAM SUPPORT AIA NORTH CAROLINA 14 EAST PEACE STREET RALEIGH NC 27604 560732091 501C6 6500 0 PROGRAM SUPPORT ACHIEVE MORE LLC 12733 INVERNESS WAY WOODBRIDGE VA 22192 472985454 FOR PROFIT 6150 0 PROGRAM SUPPORT 22 16 PROGRAM GRANT 92 113000 RESEARCH GRANT 1 74919 PART I, LINE 2: GRANT RECIPIENTS ARE REQUIRED TO PROVIDE INTERIM REPORTING AND DELIVERY OF A FINAL REPORT. THE REPORTING DOCUMENTATION MUST INCLUDE FINANCIAL DATA, SUBSTANTIVE NARRATIVE, WORK SAMPLE, AND LESSONS LEARNED. THEY MUST PRODUCE A RESULT REPORT AT THE END OF THE PROJECT DESCRIBING THE PROJECT RESULT AND FINAL FUND USAGE. X X 1 1 X X X X 1 0 0 LAKISHA ANN WOODS CAE EVP/CEO 695800 0 268208 0 650786 0 62900 0 39800 0 1717494 0 0 0 ANDREW FLANK SVP, SALES, EVENTS & EXHIBITS 443755 0 27750 0 420 0 27133 0 14881 0 513939 0 0 0 TERRI STEWART CHIEF FINANCE & ADMIN. OFFICER 376420 0 65592 0 2772 0 36171 0 2403 0 483358 0 0 0 KIERSTEN FOX THORNTON CHIEF PEOPLE OFFICER 313817 0 59650 0 420 0 25520 0 23846 0 423253 0 0 0 KEVIN WATKINS SR. VP, MEMBER & COMP. ENGAGEMENT 308861 0 27750 0 420 0 45351 0 11901 0 394283 0 0 0 MARY SCHNEIDER CHIEF STRATEGY OFFICER 303733 0 59250 0 630 0 19019 0 9589 0 392221 0 0 0 PRAVEEN PATEL SR. VICE PRESIDENT, TECHNOLOGY 280921 0 27750 0 420 0 39519 0 35600 0 384210 0 0 0 ROBERT CLAYBORNE SVP, KNOWLEDGE & PRACTICE 295969 0 27750 0 420 0 46512 0 403 0 371054 0 0 0 PART I, LINE 1A AIA'S CEO IS PERMITTED TO TRAVEL FIRST CLASS ON LONGER INTERNATIONAL FLIGHTS. LIMITED SPOUSAL TRAVEL IS ALLOWED FOR AIA'S CEO AND PRESIDENT PER THE ASSOCIATION'S WRITTEN POLICIES. THE TRAVEL BENEFITS ARE NONTAXABLE TO THE CEO AND PRESIDENT. PART I, LINE 4A DURING THE YEAR THERE WAS A SEVERANCE PAYMENT MADE TO THE FORMER CEO. ALL AMOUNTS ARE PROPERLY REPORTED ON FORM W-2 AND IN FORM 990, PART VII AND ON FORM 990, SCHEDULE J, PART II. DUE TO THE CONFIDENTIAL NATURE OF THE TERMS OF THE SEVERANCE AGREEMENT, THE DETAILS WILL BE PROVIDED TO THE IRS UPON REQUEST. FORM 990, PART VI, SECTION A, LINE 6 CLASSES OF MEMBERSHIP: --ARCHITECT MEMBER-INDIVIDUALS LICENSED TO PRACTICE ARCHITECTURE IN A U.S. STATE OR TERRITORY. --ALLIED MEMBER-MEMBER WHO DOES NOT QUALIFY AS ARCHITECT OR ASSOCIATE MEMBER AND IS EMPLOYED OUTSIDE THE ARCHITECTURE PRACTICE BUT IN A POSITION ALLIED TO THE FIELD OF ARCHITECTURE. --ASSOCIATE MEMBER-INDIVIDUALS WHO MEET ONE OF THE FOLLOWING CRITERIA: --PARTICIPATING IN CAREER RESPONSIBILITIES RECOGNIZED BY LICENSING AUTHORITIES AS CONSTITUTING CREDIT TOWARD LICENSURE --WORKING UNDER THE SUPERVISION OF AN ARCHITECT IN A PROFESSIONAL OR TECHNICAL CAPACITY --WORKING AS A FACULTY MEMBER IN A UNIVERSITY PROGRAM IN ARCHITECTURE --HOLDING A PROFESSIONAL DEGREE IN ARCHITECTURE INTERNATIONAL ASSOCIATES-INDIVIDUALS WHO HAVE AN ARCHITECTURE LICENSE OR EQUIVALENT ONLY FROM A NON-U.S. LICENSING AUTHORITY. FORM 990, PART VI, SECTION A, LINE 7A THE AIA BOARD IS SELECTED AS FOLLOWS: --OFFICERS: PRESIDENT, FIRST VICE PRESIDENT, SECRETARY, AND TREASURER, ALL OF WHOM ARE SELECTED BY THE DELEGATES AT THE ANNUAL MEETING --ONE DIRECTOR FROM THE COUNCIL OF ARCHITECTURAL COMPONENT EXECUTIVES (CACE) --ONE DIRECTOR SELECTED BY THE NATIONAL ASSOCIATES COMMITTEE (NAC), FROM AMONG THE ASSOCIATES --ONE STUDENT DIRECTOR, SELECTED BY THE MEMBERSHIP OF THE AMERICAN INSTITUTE OF ARCHITECTURE STUDENTS --AS MANY AS TWO DIRECTORS, APPOINTED BY THE PRESIDENT --THREE AT-LARGE DIRECTORS, SELECTED BY THE DELEGATES AT THE ANNUAL MEETING --THREE AT-LARGE DIRECTORS, SELECTED BY THE INSTITUTE'S STRATEGIC COUNCIL --EXECUTIVE VICE PRESIDENT/CEO (NON-VOTING UNDER CONTRACT, HIRED BY THE BOARD) FORM 990, PART VI, SECTION A, LINE 7B IN MOST INSTANCES, DECISIONS TO AMEND THE INSTITUTE'S BYLAWS ARE SUBJECT TO APPROVAL BY A TWO-THIRDS VOTE AT MEMBERSHIP MEETINGS OF THE INSTITUTE. FORM 990, PART VI, SECTION B, LINE 11B THE ASSOCIATION'S INTERNAL PROCESS FOR REVIEW OF TAX FORMS IS EXTENSIVE. FOR THE FORM 990, THE ASSOCIATION'S CONTROLLER (A CPA) COMPILES THE INFORMATION FOR THE RETURN WITH INPUT FROM THE ACCOUNTING, GOVERNANCE AND LEGAL STAFF. A DRAFT 990 IS THEN PROVIDED BACK TO AIA FROM THE OUTSIDE AUDITING FIRM. THE CONTROLLER THEN HAS RESPONSIBILITY TO CIRCULATE THE DRAFTS TO THE CHIEF FINANCE AND ADMINISTRATION OFFICER, AND OTHERS, AND TO INCORPORATE APPROPRIATE CORRECTIONS INTO THE 990. THE FINAL DRAFT IS THEN PREPARED BY THE OUTSIDE AUDITING FIRM. THE BOARD THEN REVIEWS THE 990 IN DRAFT BEFORE IT IS SUBMITTED. FORM 990, PART VI, SECTION B, LINE 12C FROM AIA'S CONFLICT OF INTEREST POLICY: 1. DUTY TO DISCLOSE IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, AN INTERESTED PERSON MUST DISCLOSE THE EXISTENCE OF THE FINANCIAL INTEREST AND BE GIVEN THE OPPORTUNITY TO DISCLOSE ALL MATERIAL FACTS TO THE MEMBERS OF THE BOARD OF DIRECTORS (AND/OR MEMBERS OF COMMITTEES WITH BOARD-DELEGATED POWERS) CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS, AND AFTER ANY DISCUSSION WITH THE INTERESTED PERSON, HE/SHE SHALL LEAVE THE BOARD (OR COMMITTEE) MEETING WHILE THE DETERMINATION OF A CONFLICT OF INTEREST IS DISCUSSED AND VOTED UPON. THE REMAINING BOARD (OR COMMITTEE) MEMBERS SHALL DECIDE IF A CONFLICT OF INTEREST EXISTS. 3. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD (OR COMMITTEE) MEETING, BUT AFTER THE PRESENTATION, HE/SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE TRANSACTION OR ARRANGEMENT INVOLVING THE POSSIBLE CONFLICT OF INTEREST. B. THE PRESIDING OFFICER OF THE BOARD (OR CHAIR OR ACTING CHAIR OF THE COMMITTEE) SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD (OR COMMITTEE) SHALL DETERMINE WHETHER THE INSTITUTE CAN OBTAIN WITH REASONABLE EFFORTS A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT FROM A PERSON OR ENTITY THAT WOULD NOT GIVE RISE TO A CONFLICT OF INTEREST. D. IF A MORE ADVANTAGEOUS TRANSACTION OR ARRANGEMENT IS NOT REASONABLY POSSIBLE UNDER CIRCUMSTANCES NOT PRODUCING A CONFLICT OF INTEREST, THE BOARD (OR COMMITTEE) SHALL DETERMINE BY A MAJORITY VOTE OF THE DISINTERESTED DIRECTORS WHETHER THE TRANSACTION OR ARRANGEMENT IS IN THE INSTITUTE'S BEST INTEREST, FOR ITS OWN BENEFIT, AND WHETHER IT IS FAIR AND REASONABLE. IN CONFORMITY WITH THE ABOVE DETERMINATION, IT SHALL MAKE ITS DECISION AS TO WHETHER TO ENTER INTO THE TRANSACTION OR ARRANGEMENT. E. EACH MATTER INVOLVING A POTENTIAL CONFLICT OF INTEREST CONSIDERED BY A COMMITTEE SHALL BE PROMPTLY REPORTED TO THE GENERAL COUNSEL OF THE INSTITUTE, WHO SHALL ENSURE THAT APPROPRIATE PROCEDURES ARE FOLLOWED TO RESOLVE EACH SUCH MATTER. THE GENERAL COUNSEL SHALL IN TURN REPORT ON EACH SUCH MATTER TO THE BOARD, WHICH SHALL HAVE THE AUTHORITY TO REVERSE, IN WHOLE OR IN PART, THE FINDINGS AND ACTIONS OF THE PERTINENT COMMITTEE, AND TO ORDER SUCH FURTHER ACTION AS IT MAY DEEM APPROPRIATE. 4. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY A. IF THE BOARD (OR COMMITTEE) HAS REASONABLE CAUSE TO BELIEVE A MEMBER HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE MEMBER OF THE BASIS FOR SUCH BELIEF AND AFFORD THE MEMBER AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE MEMBER'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD (OR COMMITTEE) DETERMINES THE MEMBER HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. C. EACH MATTER INVOLVING AN ALLEGED CONFLICT OF INTEREST CONSIDERED BY A COMMITTEE SHALL BE PROMPTLY REPORTED TO THE GENERAL COUNSEL OF THE INSTITUTE, WHO SHALL ENSURE THAT APPROPRIATE PROCEDURES ARE FOLLOWED TO RESOLVE EACH SUCH MATTER. THE GENERAL COUNSEL SHALL IN TURN REPORT ON EACH SUCH MATTER TO THE BOARD, WHICH SHALL HAVE THE AUTHORITY TO REVERSE, IN WHOLE OR IN PART, THE FINDINGS AND ACTIONS OF THE PERTINENT COMMITTEE, AND TO ORDER SUCH FURTHER ACTION AS IT MAY DEEM APPROPRIATE. THE AIA BOARD OF DIRECTORS APPROVED AMENDMENTS TO THE AIA CONFLICT OF INTEREST/DISCLOSURE POLICY IN DECEMBER 2023, TO BRING AIA'S POLICY IN LINE WITH ASSOCIATION BEST PRACTICE. FORM 990, PART VI, SECTION B, LINE 15 THE AIA COMPENSATION PROCESS FOR THE CEO IS AS FOLLOWS: 1. AT THE BEGINNING OF EACH YEAR, CEO AND PRESIDENT DRAFT AND DISCUSS PERFORMANCE GOALS FOR THE CURRENT YEAR. 2. PRESIDENT AND CEO MEET TO DISCUSS PROGRESS, CHALLENGES, AND CHANGES RELATIVE TO THE ESTABLISHED GOALS. 3. CEO AND CHIEF PEOPLE OFFICER (CPO) MEET WITH AN OUTSIDE COMPENSATION EXPERT TO DISCUSS THE CEO PERFORMANCE AND COMPENSATION PROCESS, ACTIVITIES, TIMELINE, PARTICIPANTS, ASSIGNMENTS, MARKET ANALYSIS SOURCES AND METHODOLOGY. 4. THE COMPENSATION CONSULTANT AND CPO CONDUCT ANNUAL UPDATED MARKET ANALYSIS FOR THE CEO. 5. CEO SENDS COMPLETED SELF-ASSESSMENT WITH DRAFT LETTER FOR THE PAST PRESIDENT, TO THE COMPENSATION COMMITTEE FOR FEEDBACK. CEO ENSURES THAT LETTER IS UPDATED/FINALIZED. 6. THE COMPENSATION CONSULTANT REVIEWS AND SHARES SUMMARY OF SURVEY AND MARKET ANALYSIS WITH PAST PRESIDENT. 7. THE PAST PRESIDENT SHARES HIS/HER THOUGHTS ABOUT THE CEO'S PERFORMANCE WITH THE COMPENSATION COMMITTEE, ALONG WITH INFORMATION COMPILED BY THE COMPENSATION CONSULTANT. THE COMPENSATION COMMITTEE DISCUSSES BASE SALARY COMPENSATION AND BONUS FOR THE CEO. 8. THE PAST PRESIDENT SHARES INFORMATION REGARDING CEO PERFORMANCE AND COMPENSATION WITH THE BOARD. 9. THE PAST PRESIDENT (AND OTHER MEMBERS OF THE COMPENSATION COMMITTEE AS DEEMED NECESSARY BY THE PAST PRESIDENT) MEET WITH CEO TO DISCUSS PERFORMANCE AND COMMUNICATE THE COMMITTEE'S DECISION ON COMPENSATION. 10. THE PRESIDENT INFORMS THE CEO (IN WRITING) OF THE DECISION ON COMPENSATION. NEW COMPENSATION IS RETROACTIVE TO JANUARY 1ST. 11. THE EVP/CEO RECEIVES COMPENSATION AND BENEFITS AS APPROVED BY THE COMPENSATION COMMITTEE OR OTHERWISE DETERMINED IN THE EVP/CEO'S EMPLOYMENT CONTRACT THE AIA COMPENSATION PROCESS FOR ALL OTHER EMPLOYEES, INCLUDING THE KEY EMPLOYEES, IS AS FOLLOWS: 1. AIA USES A PERFORMANCE MANAGEMENT SYSTEM WHEREBY SUPERVISORS REVIEW EMPLOYEE'S PERFORMANCE QUARTERLY, 4 TIMES A YEAR. IN 2024, AIA CONDUCTED 2 PERFORMANCE EVALUATIONS DURING THE YEAR. A. QUARTERLY REVIEW: I. DISCUSSION BETWEEN SUPERVISOR AND EMPLOYEE ON HOW THE EMPLOYEE IS PROGRESSING ON HIS/HER YEARLY GOALS AND OBJECTIVES. II. COMPENSATION IS NOT PART OF THIS CONVERSATION. B. ANNUAL REVIEW: I. DISCUSSION BETWEEN SUPERVISOR AND EMPLOYEE ON HOW THE EMPLOYEE PERFORMED DURING THE YEAR. II. EMPLOYEE IS EVALUATED FOR HIS/HER PERFORMANCE ON: (A) GOALS AND OBJECTIVES. (B) COMPETENCIES FOR THE POSITION. (C) COMPENSATION IS DISCUSSED DURING THE ANNUAL REVIEW PROCESS. 2. AS PART OF THE AIA PERFORMANCE MANAGEMENT, THE COMPENSATION PROGRAM: A. DEVELOPED BY AN OUTSIDE INDEPENDENT COMPENSATION CONSULTANT. B. POSITIONS REVIEWED AND PRICED BY THE INDEPENDENT COMPENSATION CONSULTANT. UPDATES ARE MADE BY THE MANAGING DIRECTOR, HUMAN RESOURCE AND CPO. C. TARGET PAY FOR EACH POSITION BASED ON THE 50TH PERCENTILE. D. SALARY RANGES CREATED FROM THE TARGET PAY IN THE 50TH PERCENTILE. E. SALARY PROGRAM SETS COMPETITIVE RATES OF PAY (RANGES) FOR EACH POSITION AT AIA: -- THE PERFORMANCE MANAGEMENT PROGRAM HELPS US DETERMINE WHERE WITHIN THAT RANGE EACH PERSON SHOULD BE PAID. F. PAY IS RELATIVE TO THE MARKET AIA IS LOCATED (NON-PROFITS AND ASSOCIATIONS IN THE WASHINGTON, DC METRO AREA). G. COMPENSATION IS BASED ON PERFORMANCE AND CAN BE PAID IN SEVERAL WAYS: I. ANNUAL MERIT INCREASES. II. INCENTIVE COMPENSATION. III. MARKET ADJUSTMENT. H. EMPLOYEE IS GIVEN A DOCUMENT WHICH PROVIDES INFORMATION ON THEIR (1) PERCENTAGE MERIT INCREASE, (2) NEW SALARY FOR THE UPCOMING YEAR, (3) INCENTIVE COMPENSATION AMOUNT (IF APPLICABLE), AND (4) MARKET INCREASE (IF APPLICABLE). 3. IMPACT ON THE ORGANIZATION: A. SUCCESS OF ANY COMPENSATION PROGRAM IS RELATIVE AND LINKED TO THE PROGRAM'S ABILITY TO SUPPORT AIA'S ORGANIZATION'S CULTURE. B. SERVES AS A TOOL IN ATTAINING THE INSTITUTE'S ORGANIZATIONAL GOALS AND OBJECTIVES GOALS SET AND APPROVED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION C, LINE 19 AIA'S GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE ON AIA.ORG. FINANCIAL STATEMENTS ARE NOT MADE AVAILABLE TO THE PUBLIC. FORM 990, PART VI, LINE 10: EXPLANATION REGARDING AIA COMPONENTS: AIA DOES NOT HAVE LOCAL CHAPTERS OVER WHICH IT EXERCISES LEGAL AUTHORITY. ITS COMPONENTS ARE CHARTERED BY AIA BUT ARE SEPARATE LEGAL ENTITIES THAT ARE SELF-MANAGED. 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