Executive Compensation at the National Retail Federation (2022)

The National Retail Federation (NRF) is a non-profit, tax-exempt 501 (c) (6) – a membership based trade association  – whose mission is to “advance and protect the interests of the retail industry and to help retailers achieve excellence in all areas of their business.” That’s quite a mission, given the retail environment in this country.  Retailers – both national chains and local – view an on-line presence a virtual requirement for survival.

Governed by 32 board members, 31 of whom are independent (36 are reported on the Form 990 due to timing differences; 27 are male while 9 are female), NRF is based in Washington, DC.

Often referred to as the “voice of retail,” the NRF raises about $60 million annually, most of which comes from conferences and events (about 80%) followed by membership dues (about $12%), and is often referred to as the largest retail trade association with an estimated 17,000 members. Annual membership dues are $1,400 per year (note:  NRF receives about $8 million in membership dues annually.  If every member paid $1,400 then membership is closer to 6,000).

In 2022, total revenue reported was $62 million whose sources include:

• $50 million:  Conferences and Events
• $ 8 million:  Memberships Dues
• $ 2 million:  Special Projects and Member Programs
• $ 2 million:  Investment Income and Royalties

Expenses totaled $64 million with expenses categorized as follows:

• $25 million:  Compensation
• $  7 million:  Fees for Services – primarily other with no specific detail provided, legal, and lobbying
• $  8 million:  Office-Related Expenses
• $20 million:  Travel and Conferences
• $ 2 million:  Advertising and Promotion
• $ 2 million:  Other Expenses

As listed above, compensation is the largest expesne.  105 employees received $25 million in compensation (compared to 129 employees receiving $22 million in 2021) which equates to an average compensation of $238,000.  However, only 54 employees received more than $100,000 in compensation (compared to 54 employees in 2021) with the 7 most highly compensated reported to be:

• $5,334,620:  Matthew R Shay, President and CEO
• $1,089,246:  David French, SVP, Gov’t Relations
• $  921,949:  Stephanie Martz, General Counsel
• $  827,501:  Martine Reardon, EVP, Chief Marketing Officer
• $  787,577:  William Thorne, SVP, Public Relations
• $  626,818:  Susan Newman, SVP, Conferences
• $  394,763:  Artemis Sakell, Senior Director, Exhibits and Sponsors

The 7 most highly compensated employees received $10 million in compensation in 2022, or in other words 7% of the employees received 40% of total compensation.  If total compensation were adjusted to exclude the 7 most highly compensated employees, then 98 employees were compensated $15 million, which equates to an average compensation of $153,000 (however, only 47 of the 98 employees received more than $100,000).

The President and CEO, Matthew R Shay received more than $5.3 million in compensation in 2022 to oversee a relatively small non-profit whose primary source of income is conventions. It is also interesting to note, Mr. Shay received $32 million in compensation from 2016-2022:

• $5,334,620:  2022
• $6,841,643:   2021 
• $4,568,268:  2020
• $4,445,852:  2019
• $4,254,725:  2018
• $3,436,437:  2017
• $3,344,126:  2016

The NRF paid for first class or charter travel. Specifically, the NRF paid for first class travel for NRF employees for overseas travel.

The NRF paid for companion travel. Specifically, the NRF paid for companion travel for the CEO’s spouse.

The NRF paid for health or social club dues or initiation fees. Specifically, the NRF paid for monthly club dues for one employee (not stated who) for business purposes.

The CEO – Mathew Shay – participates in a supplemental non-qualified retirement plan. Payments to the plan consist of NRF contributions – $600,000 in 2020, $700,000 in 2021 and $800,000 in 2022.

24 independent contractors received more than $100,000 in compensation. The five most highly compensated were reported to be:

• $934,554:  Levy Restaurant Limited Partnership, of Chicago, IL for convention catering services
• $758,242:  Bluetext LLC, of Washington, DC for marketing strategy
• $710,750:  Craft Media Digital, of Washington, DC for advertising
• $607,185:  Long Point Development, of Rancho Palos Verdes, CA for convention services
• $546,910:  Consovoy McCarthy, Arlington, VA for reconciliation campaign

In closing, the NRF is a small trade association that primarily relies on trade shows/conventions for most revenue although membership dues provide about 12% of revenue.  Most revenue is spent on compensation (including more than $5 million to the CEO and $5 million to the next 6 most highly compensated employees), travel, conferences, and fees for outside services.

At year-end 2022, the NRF had $12 million in net assets (down from $16 million at the beginning of the year).

To read the IRS Form 990 (2022 for the year ending Feb 28, 2023), click here.