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Sunshine Act Notice: Board of Directors Meeting 

Neighborhood Reinvestment Corporation, dba NeighborWorks® America, is required to provide notice of its board of directors meetings in accordance with the Sunshine Act (5 U.S.C. §552b).  Meetings of the board of directors are open to public observation, except for executive session — which is closed to the public pursuant to exceptions allowed by the Sunshine Act.  

This meeting will be held via conference call. Please contact Lakeyia Thompson, Special Assistant to the Office of the General Counsel & Corporate Secretary, at 202-524-9940 for more information.

Audit Committee Meeting — Nov. 18, 2022

Via conference call at 11:30 a.m. ET. The agenda included: 
  • Call to order
  • Sunshine Act approval of executive (closed) session
  • Executive (closed) session
    • Executive session with chief audit executive
  • Open session — Action items
    • FY23 Internal Audit plan and risk assessment
    • Network disaffiliation
    • Proposal to cancel COVID-19: Return to office
    • Proposal to defer projects to FY23
      • Identity access management
      • Third-party vendor management - Gappify post implementation review
  • Open session — Discussion
    • Internal Audit status reports
    • Internal Audit reports awaiting management's response
      • Procurement - Professional and vendor service contracts that are equal to or less than $20,000 (FY22)
    • Internal Audit performance scorecard
    • Implementation of Internal Audit recommendations
    • Dependent on other IT 
Post Meeting Notice
Prior to closing a portion of this Audit Committee Meeting to the public, NeighborWorks America’s Deputy General Counsel, Kate Titford, certified that in her opinion the meeting may be closed to the public under the exemptions afforded by 5 USC 552b(c)2 and (c)4.  A copy of that certification is available upon request.  The Audit Committee voted to close the meeting to the public, with all attending Committee members voting in favor: Chair Grovetta Gardineer, and Board Member Rodney Hood.

Closed session was attended by Fred Udochi, Chief Audit Executive. The following Board staff also attended closed session: Rich Foley from Federal Deposit Insurance Corporation; Heidi Kaplan from the Federal Reserve Board; Hershel Lipow and Tonya Thompson from the Office of the Comptroller of the Currency; and Trey Damron, JeanMarie Komyathy, and Martha Ninichuk from the National Credit Union Administration.  

Board of Directors Meeting — Oct. 20 2022

Via conference call at 2 p.m. ET. The agenda included: 
  • Call to order
  • Sunshine Act resolution to proceed without one-week public notice
  • Sunshine Act approval of executive (closed) session
  • Executive session
    • Report from CEO
    • Report from CFO
    • General Counsel report
    • NeighborWorks Compass - future planning discussion
  • Open session - Action items
    • Recognition of service for Governor Bowman
    • Approval of minutes
    • Special board of directors Aug. 5, 2022
    • Regular board of directors Aug. 18, 2022
    • Audit Committee Sept. 8, 2022
    • FY 2022 HUD housing counseling award
    • Revised whistleblower policy
    • Revised code of ethical conduct
  • Open session - Discussion items
    • Sept. 8, 2022 Audit Committee Report
    • Report from CIO
    • FY 2023 corporate scorecard
    • D.C./New York City office relocations update
  • Management program background and updates
    • Other reports
      • 2022 board calendar
      • 2022 board agenda planner
      • CFO report
      • Financials through July 31, 2022
      • Single invoice approvals $100,000 and over
      • Vendor payments $350,000 and over
      • Exceptions
      • Programs dashboard
      • Housing Stability Counseling Program (HSCP)
      • Strategic plan scorecard FY22 Q3 (with Q3 production)
Post Meeting Notice
Prior to closing a portion of this Board of Directors Meeting to the public, NeighborWorks America's General Counsel, Rutledge Simmons, certified that in his opinion the meeting may be closed to the public under the exemptions afforded by 5 USC 552b(c)2 and (c)4. A copy of that certification is available upon request. The Board of Directors voted to close the meeting to the public, with all attending Board members voting in favor: Chair Martin Gruenberg, Director Rodney Hood, and Director Adrianne Todman, Director Grovetta Gardineer.

Closed session was attended by: Marietta Rodriguez, President & Chief Executive Officer; Susan M. Ifill, Executive Vice President & Chief Operating Officer; Kemba Esmond, Executive Vice President & Chief Financial Officer; Rutledge Simmons, Executive Vice President & General Counsel/Corporate Secretary; Arturo Weldon, Executive Vice President & Chief Information Officer; and Fred Udochi, Chief Audit Executive. 

The following Board Members' staff also attended closed session: Jennifer Fernandez and Heidi Kaplan from the Federal Reserve Board; Liz Ortiz from Federal Deposit Insurance Corporation; Hershel Lipow and Tonya Thompson from the Office of the Comptroller of the Currency; and Trey Damron, Jean Marie Komyathy, Martha Ninichuk from the National Credit Union Administration. 

Audit Committee Meeting — Sept. 8, 2022

Via conference call at 1 p.m. ET. The agenda included: 
  • Sunshine Act approval of public notice waiver
  • Open session - Discussion items part I
    • FY22 external audit 
    • Sunshine Act approval of executive (closed) session
  • Executive (closed) session
    • Special topic
    • Executive session with Chief Audit Executive
  • Open session - Action items
    • Finance - Accounts payable/ACH transactions (NetSuite) in FY21
  • Open session - Discussion items part II
    • Internal audit status reports
      • Regular board of directors meeting Feb. 17, 2022
      • Internal audit reports awaiting management's response
      • Network disaffiliations
      • Internal audit performance scorecard
      • FY22 plan projects' activity summary as of Aug. 8, 2022
      • Implementation of internal audit recommendations
    • Tracking open recommendations
      • Dependent on other IT projects
      • Dependent on identity access management (IAM)
Post meeting notice
Prior to closing a portion of this Audit Committee Meeting to the public, NeighborWorks America’s Deputy General Counsel, Kate Titford, certified that in her opinion the meeting may be closed to the public under the exemptions afforded by 5 USC 552b(c)2 and (c)4.  A copy of that certification is available upon request.  The Audit Committee voted to close the meeting to the public, with all attending Committee members voting in favor: Chair Grovetta Gardineer, Director Michelle Bowman, and Director Rodney Hood.  

The first part of closed session was attended by Kate Titford, Deputy General Counsel.  The second part of closed session was attended by Fred Udochi, Chief Audit Executive. The following Board staff attended both parts of closed session: Heidi Kaplan and Jennifer Kaplan from the Federal Reserve Board; Faith Rogers from the U.S. Department of Housing & Urban Development; Hershel Lipow and Tonya Thompson from the Office of the Comptroller of the Currency; Rich Foley and Liz Ortiz from Federal Deposit Insurance Corporation; and Trey Damron, JeanMarie Komyathy, Martha Ninichuk, and Eugene Schied from the National Credit Union Administration.  

Board of Directors Meeting — Aug. 18, 2022

Via conference call at 2 p.m. ET. The agenda includes: 
  • Call to order
  • Sunshine Act approval of executive (closed) session
  • Executive session
    • Report from CEO
    • Report from CFO
    • General Counsel report
  • Open session - Action items
    • Approval of minutes from annual board of directors June 16 meeting
    • FY 2023 preliminary spend plan
  • Open session - Discussion items
    • Report from CIO
    • Annual ethics review follow up
    • Whistleblower policy
    • Code of ethical conduct
    • D.C. and New York City office relocation update
    • FY 2024 budget submission
  • Management program background and updates
    • Other reports
      • 2022 board calendar
      • 2022 board agenda planner
      • CFO report
        • Financials through May 31, 2022
        • Single invoice approvals $100,000 and over
        • Vendor payments $350,000 and over
        • Exceptions
      • Programs dashboard
      • Housing Stability Counseling Program (HSCP)
      • Strategic plan scorecard - FY 2022 Q3
      • Legal report
Post Meeting Notice
Prior to closing a portion of this board of directors meeting to the public, NeighborWorks America's Deputy General Counsel Kate Titford certified that in her opinion the meeting may be closed to the public under the exemptions afforded by 5 USC 552b(c)2 and (c)4. A copy of that certification is available upon request. The board of directors voted to close the meeting to the public, with all attending board members voting in favor: Chair Martin Gruenberg, Director Rodney Hood, and Director Adrianne Todman. 

Closed session was attended by: Marietta Rodriguez, President & Chief Executive Officer; Susan Ifill, Executive Vice President & Chief Operating Officer; Kemba Esmond, Executive Vice President & Chief Financial Officer; Rutledge Simmons, Executive Vice President & General Counsel/Corporate Secretary; Arturo Weldon, Executive Vice President & Chief Information Officer; and Fred Udochi, Chief Audit Executive. 

The following board members' staff also attended closed session: Andrew Dumont from the Federal Reserve Board; Kym Copa and Rich Foley from Federal Deposit Insurance Corporation; Hershel Lipow from the Office of the Comptroller of the Currency; and Trey Damron, Jean Marie Komyathy, Martha Ninichuk, and Eugene Scheid from the National Credit Union Administration. 

Special Board of Directors Meeting — Aug. 5, 2022

Via conference call at 2 p.m. ET. The agenda includes: 
  • ​Action items - Open session
    • Waiver of notice for special board of directors meeting
  • Discussion items - Open session
    • D.C. office end-of-life IT infrastructure and request for budget authority

Board of Directors Meeting — June 16, 2022

Via conference call at 2 p.m. ET. The agenda included:

  • Call to order
  • Sunshine Act approval of executive (closed) session
  • Executive session
    • Report from CEO
    • Report from CFO
    • General Counsel report
    • NeighborWorks Compass update
      • Dashboard
      • Build consulting report
    • Officer compensation review
  • Open session – Action items
    • Board appointments – appointment of Audit Committee
    • Management elections – election of the officers and chief audit executive
    • Approval of minutes – regular board of directors meeting April 21, 2022
    • Grants to the capital corporation
  • Open session – Discussion items
    • Annual ethics review
    • D.C. office relocation budget update
    • Governance operations guide annual review
  • Management program background & updates
    • Other reports
    • 2022 board calendar
    • 2022 board agenda planner
    • CFO report
      • Financials through March 31, 2022
      • Single invoice approvals $100,000 and over
      • Vendor payments $350,000 and over
      • Exceptions
    • Programs dashboard
    • Housing Stability Counseling Program (HSCP)
    • Strategic plan scorecard – FY 2022 Q2
    • Legal report
Post Meeting Notice

Prior to closing a portion of this Board of Directors Meeting to the public, NeighborWorks America’s General Counsel, Rutledge Simmons, certified that in his opinion the meeting may be closed to the public under the exemptions afforded by 5 USC 552b(c)2 and (c)4.  A copy of that certification is available upon request.  The Board of Directors voted to close the meeting to the public, with all attending Board members voting in favor:  Chair Martin Gruenberg, Director Grovetta Gardineer, Director Rodney Hood, and Director Adrianne Todman.  

Some part of closed session was attended by:  Marietta Rodriguez, President & Chief Executive Officer;  Susan Ifill, Executive Vice President & Chief Operating Officer; Kemba Esmond, Executive Vice President & Chief Financial Officer;  Rutledge Simmons, Executive Vice President & General Counsel/Corporate Secretary;  Arturo Weldon, Executive Vice President & Chief Information Officer; and Fred Udochi, Chief Audit Executive.  Jenny Willis, NeighborWorks Compass staff; and David Deal from consulting firm BUILD Consulting attended the portion of closed session about NeighborWorks Compass.  April Brady, Senior Vice President - Human Resources, attended the portion of closed session about executive compensation.  

The following Board Members’ staff also attended some portion of closed session:  Heidi Kaplan and Nicole Bynum from the Federal Reserve Board;  Ruth Roman and Tonya Thompson from the U.S. Department of Housing & Urban Development;  Hershel Lipow from the Office of the Comptroller of the Currency;  Kym Copa, Rich Foley, and Liz Ortiz, from Federal Deposit Insurance Corporation;  and Trey Damron, Jean Marie Komyathy, and Martha Ninichuk from the National Credit Union Administration. 


Board of Directors Meeting — April 21, 2022

Via conference call at 2 p.m. ET. The agenda included: 

  • Open session
    • FY 2021 external audit
    • Sunshine Act approval of executive (closed) session
  • Executive (closed) session — Discussion items
    • Executive session with external auditors
    • Report from CEO
    • Report from CFO
    • General Counsel report
    • NeighborWorks Compass update
  • Executive (closed) session — Action items
    • Possible Chief Information Officer appointment
  • Open session — Action items
    • Approval of minutes
      • Regular board of directors meeting Feb. 17, 2022
      • Audit committee meeting March 10, 2022
    • Resolution to approve FY21 external audit
    • New York City office lease
    • Health insurance special delegation of authority
  • Open session — Discussion items
    • March 10 audit committee report
    • FY22 all-sources budget
    • Interim CIO report
    • Capital corporations update and grant request for June
    • D.C. office relocation budget
Post Meeting Notice

Prior to closing a portion of this Board of Directors Meeting to the public, NeighborWorks America’s General Counsel, Rutledge Simmons, certified that in his opinion the meeting may be closed to the public under the exemptions afforded by 5 USC 552b(c)2 and (c)4.  A copy of that certification is available upon request.  The Board of Directors voted to close the meeting to the public, with all attending Board members voting in favor:  Director Martin Gruenberg, Director Grovetta Gardineer, Director Rodney Hood and Director Adrianne Todman. 

The first closed session was attended by Andy Afuang, Audit Director; Jason Aldridge, Senior Manager; and Ashley Reynolds, Senior Audit Manager; from external audit firm BDO-USA, LLP; Rutledge Simmons, General Counsel & Corporate Secretary; and Fred Udochi, Chief Audit Executive.  The staff of each of the aforementioned Directors also attended: Heidi Kaplan from the Federal Reserve Board; Ruth Roman from the U.S. Department of Housing & Urban Development; Hershel Lipow from the Office of the Comptroller of the Currency; Kym Copa, Rich Foley, Liz Ortiz from Federal Deposit Insurance Corporation; and Trey Damron, JeanMarie Komyathy, Eugene Schied from the National Credit Union Administration.  Following the presentation of the FY2021 audit, the representatives from BDO-USA, LLP departed the closed session.  The following NeighborWorks America executives entered for the remainder of first closed session: Marietta Rodriguez, President & Chief Executive Officer; Kemba Esmond, Executive Vice President & Chief Financial Officer.

The second closed session was attended by staff of the aforementioned Directors, Ms. Rodriguez, Ms. Esmond, Mr. Simmons and Mr. Udochi.  Director Gardineer departed the meeting prior to the second closed session.