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2. Where and when to report. You must report executive total compensation described in paragraph <br />B.1. of this award terni: <br />a. As part of your registration profile at http: / /w4vwsam.f . <br />b.By the end of the month following the month in which this award is made, and annually <br />thereafter. <br />C. Reporting of Total Compensation of Subrecipient Executives, <br />1. Applicability and what to report. Unless you are exempt as provided in paragraph D. of this award <br />term, for eacb first -tier subrecipient under this award, you shall report the names and total <br />compensation of each of the subrecipient's five most highly compensated executives for the <br />subrecipient's preceding completed fiscal year if- <br />a. in the subrecipient's preceding fiscal year, the subrecipient received - <br />i. 80 percent or more of its annual gross revenues from Federal procurement contracts <br />(and subcontracts) and Federal financial assistance subject to the Transparency Act, <br />as defined at 2 CPR 170.320 (and subawards); and <br />ii. $25,000,000 or more in annual gross revenues from Federal procurement contracts <br />(and subcontracts) mid Federal financial assistance subject to the Transparency Act, <br />as defined at 2 CFR 170.320 (and subawards); and <br />b.The public does not have access to information about the compensation of the executives <br />through periodic reports filed under section 13(a) or 15 (d) of the Securities Exchange <br />Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of <br />1986. (To determine if the public has access to the compensation information, seethe <br />U.S. Security and Exchange Comnussiontotal compensation filings at <br />httl2://www,sec.gov/atiswer5/gxecpnlp. itm.) <br />2. Where and when to report. You must report subrecipient executive total compensation described in <br />paragraph C.1. of the award term: <br />a.To the recipient, <br />b.By the end of the month following the month during which you make the subaward. For <br />example, if a subaward is obligated on any date during the month of October of a given <br />year (i.e., between October 1 and 31), you must report any required compensation <br />information of the subrecipient by November 30 of that year. <br />D. Exemptions. <br />1. If, in the previous tax year, you had gross income, from all sources, under $300,000, you are <br />exempt from the requirements to report: <br />a.Subaward, and <br />b.The total compensation of the five most highly compensated executives of any subrecipient. <br />E. Definitions. For purposes of the award terms: <br />Entity means all of the following, as defined in CFR §25.320: <br />a.A Governmental organization, which is a State, Local government, or Indian Ttribe; <br />b.A foreign public entity; <br />c.A domestic or foreign nonprofit organization; <br />d.A domestic or foreign for - profit organization; <br />e.A Federal agency, but only as a subrecipient under an award or subaward to a non - Federal <br />entity <br />Executive means officers, managing partners, or any other employees in management positions, as <br />defined in2 CFR § 170.315. <br />subaward, as defined in 2 CRF § 170325: <br />Initials <br />