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[Wikimedia-l] Clarifications on 2014 Form 990
Hi all,

We’ve heard your questions and want to address them broadly, as well as
provide more information about the breakdown of Sue’s compensation during
this time. We understand the confusion related to this recent 990, given
the period it covers, and the aggregate amounts it reports. Below you’ll
find additional information about the nature of our contract with Sue, the
timeframe, and her work and compensation. I expect this will help resolve
this conversation. As Chair, I am completely comfortable with all terms.
Sue was a great ED and brought real value in exchange for her compensation.

==

Background

In re-reading Jan-Bart’s original email [1] where he stated that Sue was
staying on as an advisor, it isn’t explicit that this was a paid position.
We should have been more clear on this point. It is understandable that
people wonder why Sue was not listed on the page of staff and contractors.
However, everyone listed on the staff and contractors page report up to the
ED. Sue did not report to the ED; she was accountable to the board chair.
That's why she was not on that page.

On the issue of compensation: We handled Sue's compensation the same way we
do with other individuals: it is disclosed in the 990 as appropriate, and
not elsewhere. That's our normal practice. This is true for a variety of
reasons, including the fact that the results are certified through our
external auditors. Other reasons include that it is a transparent
mechanism, consistent with other large charitable organizations, and a
matter of permanent, public record. The Foundation also wouldn’t normally
announce the salary or contract compensation at the time of bringing
someone on; that includes special advisors.

We also don’t usually share the specific details of people’s compensation
beyond what is published in the 990. However, the 990 can be confusing,
especially when compensation levels change mid-year, and so in this case we
(including Sue) are happy to clarify the specifics.

Timeframe

One point of confusion is for the period this compensation covers. This is
reasonable, this confused even some of us involved in preparing this
response. Although the majority of activities reported on the Form 990
cover the Foundation’s fiscal year (specifically, the six months between
July 1, 2014 - June 30, 2015), the IRS requires that details about
compensation for certain highly-paid individuals are for the full calendar
year in which the fiscal year begins or ends. So all the executive
compensation reported is for twelve months, from January - December 2014,
even though some of it it falls outside the fiscal year reporting (July 1,
2014 - June 30, 2015).

Since Sue was on payroll during the 2014 calendar year, this means that the
990 contains her total compensation for the whole year, includes Executive
Director salary, bonus, and special advisor work, at differing levels
throughout that period.

Total compensation

The total compensation ($301,341) reported in the 2014 990 form is broken
into three areas:

(1) Compensation for her role as Executive Director during the 2014
calendar year (January 1 - May 31 2014): $107,174

This number is Sue’s regular compensation as full-time Executive Director,
before the appointment of the new ED. This is for the 2014 calendar year
period of January 1 - May 31, 2014. It does not include compensation for
any of her efforts following May 31, 2014.

(2) Retention bonus to compensate Sue for lost opportunities during the
transition period: $165,000.

Sue informed us of her intent to step down in March of 2013, but agreed to
stay on until a new ED was identified. In August 2013, the Board of
Trustees approved a one-time retention bonus to compensate Sue for lost
opportunities and for her willingness to remain with the Foundation during
an important transitional period. Sue continued to serve as Executive
Director for more than a year after announcing her resignation, even though
she could have sought opportunities elsewhere. In addition to her other ED
responsibilities during this time, she led the creation of a transition
plan for the new Executive Director and supported the search process.

The Board discussed this agreement with Sue over a few months before
reaching the agreement in August. This is a standard practice used to
compensate individuals for lost opportunities and ensure organizational
stability during transitional periods. The Board and Sue agreed she would
receive this retention bonus after the new ED had started.

(3) Compensation as Special Advisor between June 1, 2014 - December 31,
2014: $29,167.

Sue agreed to serve as Special Advisor to the Foundation for a term of one
year after the new ED started, from June 1, 2014 - May 31, 2015. The Board
felt that it was important to have Sue’s knowledge and experience at hand
to support the Foundation as it went through an executive transition. In
general, it is good practice to make sure that there is the ability to draw
on the expertise of an experienced former executive: in this case, someone
who grew the organization from a few people to more than 200.

Sue’s total compensation for her role as Special Advisor was $50,000 per
annum, $29,167 of which was reported during the 990 period. This is a small
proportion of the total amount reported, as compared to compensation as ED
and the retention bonus.

In June of 2015, the Board of Trustees extended Sue's term as Special
Advisor for another year, amounting to an additional $50,000. Her term
ended May 31, 2016. The compensation for this period is unlikely to be
reported in the next 990, as it is much lower than the threshold for
reporting. However, Sue has agreed to disclose this total, given the
interest in her role as Special Advisor.

We realize this is complex, so to summarize: From January 1 2014 to May 31
2014 Sue was the ED and received her normal salary. When Sue left her
position as ED we gave her a one-time bonus of $165,000, to compensate her
for staying on during a long transition period. From June 1 2014 until
December 31 2014 she received $29,167 intended to compensate her for
advising the Board after the new ED started. These are the numbers reported
in the 990. Since then, she received a total of $70,833 for work as a
special advisor over a period of 17 months (January 1 2015 - May 31 2016).

Other questions

As Special Advisor, Sue reported to the Chair of the Board: first Jan-Bart,
then myself. We did not ask Sue to produce a final report on her work as
Special Advisor. Her contract did not require it, and we didn’t see any
reason for her to create one. Sue was in regular contact with the ED,
Chair, and Trustees throughout this period, and we are satisfied that the
terms of the contract were met appropriately.

Questions have also been raised about the number of hours spent by Sue
during this period. The 990 reports that Sue worked 40 hours per week,
which reflects her work while she was Executive Director. Forty hours per
week is the standard, full-time employment threshold in the United States;
most employers do not track the hours of salaried employees beyond these 40
hours. Sue often worked many more than 40 hours per week during her time as
Executive Director. Once Sue transitioned into a consulting role, her hours
varied. She consulted on an as-needed basis, sometimes as little as a few
hours a month, sometimes many more.

==

Sue’s special advisor status with the Foundation ended on May 31, 2016, and
she is no longer on contract with the Foundation or receiving any
compensation from it. However, many of the Trustees and Foundation staff
continue to maintain close personal relationships with Sue. She played a
critical role in developing the Foundation and the movement, and will
always be welcome among us. We thank her again for her time and efforts on
behalf of our mission, and we are grateful for her continued support and
advocacy on our behalf.

We would also like to thank Sue for her willingness to being completely
transparent about her compensation here. Many people find this information
sensitive. We appreciate that she has said she doesn't mind.

I hope this answers more of your questions, and addresses any confusion.

Patricio

[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2014-May/071458.html
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
Thank you for this comprehensive breakdown and effort to provide detailed
responses to the various questions that have been asked here, and
elsewhere.
No-doubt there will be follow-up questions or requests for clarification,
but I just wanted to say thanks to the team of people who evidently put
time into preparing this public response.

-Liam

On Wednesday, 8 June 2016, Patricio Lorente <patricio.lorente@gmail.com>
wrote:

> Hi all,
>
> We’ve heard your questions and want to address them broadly, as well as
> provide more information about the breakdown of Sue’s compensation during
> this time. We understand the confusion related to this recent 990, given
> the period it covers, and the aggregate amounts it reports. Below you’ll
> find additional information about the nature of our contract with Sue, the
> timeframe, and her work and compensation. I expect this will help resolve
> this conversation. As Chair, I am completely comfortable with all terms.
> Sue was a great ED and brought real value in exchange for her compensation.
>
> ==
>
> Background
>
> In re-reading Jan-Bart’s original email [1] where he stated that Sue was
> staying on as an advisor, it isn’t explicit that this was a paid position.
> We should have been more clear on this point. It is understandable that
> people wonder why Sue was not listed on the page of staff and contractors.
> However, everyone listed on the staff and contractors page report up to the
> ED. Sue did not report to the ED; she was accountable to the board chair.
> That's why she was not on that page.
>
> On the issue of compensation: We handled Sue's compensation the same way we
> do with other individuals: it is disclosed in the 990 as appropriate, and
> not elsewhere. That's our normal practice. This is true for a variety of
> reasons, including the fact that the results are certified through our
> external auditors. Other reasons include that it is a transparent
> mechanism, consistent with other large charitable organizations, and a
> matter of permanent, public record. The Foundation also wouldn’t normally
> announce the salary or contract compensation at the time of bringing
> someone on; that includes special advisors.
>
> We also don’t usually share the specific details of people’s compensation
> beyond what is published in the 990. However, the 990 can be confusing,
> especially when compensation levels change mid-year, and so in this case we
> (including Sue) are happy to clarify the specifics.
>
> Timeframe
>
> One point of confusion is for the period this compensation covers. This is
> reasonable, this confused even some of us involved in preparing this
> response. Although the majority of activities reported on the Form 990
> cover the Foundation’s fiscal year (specifically, the six months between
> July 1, 2014 - June 30, 2015), the IRS requires that details about
> compensation for certain highly-paid individuals are for the full calendar
> year in which the fiscal year begins or ends. So all the executive
> compensation reported is for twelve months, from January - December 2014,
> even though some of it it falls outside the fiscal year reporting (July 1,
> 2014 - June 30, 2015).
>
> Since Sue was on payroll during the 2014 calendar year, this means that the
> 990 contains her total compensation for the whole year, includes Executive
> Director salary, bonus, and special advisor work, at differing levels
> throughout that period.
>
> Total compensation
>
> The total compensation ($301,341) reported in the 2014 990 form is broken
> into three areas:
>
> (1) Compensation for her role as Executive Director during the 2014
> calendar year (January 1 - May 31 2014): $107,174
>
> This number is Sue’s regular compensation as full-time Executive Director,
> before the appointment of the new ED. This is for the 2014 calendar year
> period of January 1 - May 31, 2014. It does not include compensation for
> any of her efforts following May 31, 2014.
>
> (2) Retention bonus to compensate Sue for lost opportunities during the
> transition period: $165,000.
>
> Sue informed us of her intent to step down in March of 2013, but agreed to
> stay on until a new ED was identified. In August 2013, the Board of
> Trustees approved a one-time retention bonus to compensate Sue for lost
> opportunities and for her willingness to remain with the Foundation during
> an important transitional period. Sue continued to serve as Executive
> Director for more than a year after announcing her resignation, even though
> she could have sought opportunities elsewhere. In addition to her other ED
> responsibilities during this time, she led the creation of a transition
> plan for the new Executive Director and supported the search process.
>
> The Board discussed this agreement with Sue over a few months before
> reaching the agreement in August. This is a standard practice used to
> compensate individuals for lost opportunities and ensure organizational
> stability during transitional periods. The Board and Sue agreed she would
> receive this retention bonus after the new ED had started.
>
> (3) Compensation as Special Advisor between June 1, 2014 - December 31,
> 2014: $29,167.
>
> Sue agreed to serve as Special Advisor to the Foundation for a term of one
> year after the new ED started, from June 1, 2014 - May 31, 2015. The Board
> felt that it was important to have Sue’s knowledge and experience at hand
> to support the Foundation as it went through an executive transition. In
> general, it is good practice to make sure that there is the ability to draw
> on the expertise of an experienced former executive: in this case, someone
> who grew the organization from a few people to more than 200.
>
> Sue’s total compensation for her role as Special Advisor was $50,000 per
> annum, $29,167 of which was reported during the 990 period. This is a small
> proportion of the total amount reported, as compared to compensation as ED
> and the retention bonus.
>
> In June of 2015, the Board of Trustees extended Sue's term as Special
> Advisor for another year, amounting to an additional $50,000. Her term
> ended May 31, 2016. The compensation for this period is unlikely to be
> reported in the next 990, as it is much lower than the threshold for
> reporting. However, Sue has agreed to disclose this total, given the
> interest in her role as Special Advisor.
>
> We realize this is complex, so to summarize: From January 1 2014 to May 31
> 2014 Sue was the ED and received her normal salary. When Sue left her
> position as ED we gave her a one-time bonus of $165,000, to compensate her
> for staying on during a long transition period. From June 1 2014 until
> December 31 2014 she received $29,167 intended to compensate her for
> advising the Board after the new ED started. These are the numbers reported
> in the 990. Since then, she received a total of $70,833 for work as a
> special advisor over a period of 17 months (January 1 2015 - May 31 2016).
>
> Other questions
>
> As Special Advisor, Sue reported to the Chair of the Board: first Jan-Bart,
> then myself. We did not ask Sue to produce a final report on her work as
> Special Advisor. Her contract did not require it, and we didn’t see any
> reason for her to create one. Sue was in regular contact with the ED,
> Chair, and Trustees throughout this period, and we are satisfied that the
> terms of the contract were met appropriately.
>
> Questions have also been raised about the number of hours spent by Sue
> during this period. The 990 reports that Sue worked 40 hours per week,
> which reflects her work while she was Executive Director. Forty hours per
> week is the standard, full-time employment threshold in the United States;
> most employers do not track the hours of salaried employees beyond these 40
> hours. Sue often worked many more than 40 hours per week during her time as
> Executive Director. Once Sue transitioned into a consulting role, her hours
> varied. She consulted on an as-needed basis, sometimes as little as a few
> hours a month, sometimes many more.
>
> ==
>
> Sue’s special advisor status with the Foundation ended on May 31, 2016, and
> she is no longer on contract with the Foundation or receiving any
> compensation from it. However, many of the Trustees and Foundation staff
> continue to maintain close personal relationships with Sue. She played a
> critical role in developing the Foundation and the movement, and will
> always be welcome among us. We thank her again for her time and efforts on
> behalf of our mission, and we are grateful for her continued support and
> advocacy on our behalf.
>
> We would also like to thank Sue for her willingness to being completely
> transparent about her compensation here. Many people find this information
> sensitive. We appreciate that she has said she doesn't mind.
>
> I hope this answers more of your questions, and addresses any confusion.
>
> Patricio
>
> [1] https://lists.wikimedia.org/pipermail/wikimedia-l/2014-May/071458.html
> --
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org <javascript:;>
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
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Peace, love & metadata
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
Agree this is much clearer than the prior answer. Thank you

On Tue, Jun 7, 2016 at 6:37 PM, Liam Wyatt <liamwyatt@gmail.com> wrote:

> Thank you for this comprehensive breakdown and effort to provide detailed
> responses to the various questions that have been asked here, and
> elsewhere.
> No-doubt there will be follow-up questions or requests for clarification,
> but I just wanted to say thanks to the team of people who evidently put
> time into preparing this public response.
>
> -Liam
>
> On Wednesday, 8 June 2016, Patricio Lorente <patricio.lorente@gmail.com>
> wrote:
>
> > Hi all,
> >
> > We’ve heard your questions and want to address them broadly, as well as
> > provide more information about the breakdown of Sue’s compensation during
> > this time. We understand the confusion related to this recent 990, given
> > the period it covers, and the aggregate amounts it reports. Below you’ll
> > find additional information about the nature of our contract with Sue,
> the
> > timeframe, and her work and compensation. I expect this will help resolve
> > this conversation. As Chair, I am completely comfortable with all terms.
> > Sue was a great ED and brought real value in exchange for her
> compensation.
> >
> > ==
> >
> > Background
> >
> > In re-reading Jan-Bart’s original email [1] where he stated that Sue was
> > staying on as an advisor, it isn’t explicit that this was a paid
> position.
> > We should have been more clear on this point. It is understandable that
> > people wonder why Sue was not listed on the page of staff and
> contractors.
> > However, everyone listed on the staff and contractors page report up to
> the
> > ED. Sue did not report to the ED; she was accountable to the board chair.
> > That's why she was not on that page.
> >
> > On the issue of compensation: We handled Sue's compensation the same way
> we
> > do with other individuals: it is disclosed in the 990 as appropriate, and
> > not elsewhere. That's our normal practice. This is true for a variety of
> > reasons, including the fact that the results are certified through our
> > external auditors. Other reasons include that it is a transparent
> > mechanism, consistent with other large charitable organizations, and a
> > matter of permanent, public record. The Foundation also wouldn’t normally
> > announce the salary or contract compensation at the time of bringing
> > someone on; that includes special advisors.
> >
> > We also don’t usually share the specific details of people’s compensation
> > beyond what is published in the 990. However, the 990 can be confusing,
> > especially when compensation levels change mid-year, and so in this case
> we
> > (including Sue) are happy to clarify the specifics.
> >
> > Timeframe
> >
> > One point of confusion is for the period this compensation covers. This
> is
> > reasonable, this confused even some of us involved in preparing this
> > response. Although the majority of activities reported on the Form 990
> > cover the Foundation’s fiscal year (specifically, the six months between
> > July 1, 2014 - June 30, 2015), the IRS requires that details about
> > compensation for certain highly-paid individuals are for the full
> calendar
> > year in which the fiscal year begins or ends. So all the executive
> > compensation reported is for twelve months, from January - December 2014,
> > even though some of it it falls outside the fiscal year reporting (July
> 1,
> > 2014 - June 30, 2015).
> >
> > Since Sue was on payroll during the 2014 calendar year, this means that
> the
> > 990 contains her total compensation for the whole year, includes
> Executive
> > Director salary, bonus, and special advisor work, at differing levels
> > throughout that period.
> >
> > Total compensation
> >
> > The total compensation ($301,341) reported in the 2014 990 form is broken
> > into three areas:
> >
> > (1) Compensation for her role as Executive Director during the 2014
> > calendar year (January 1 - May 31 2014): $107,174
> >
> > This number is Sue’s regular compensation as full-time Executive
> Director,
> > before the appointment of the new ED. This is for the 2014 calendar year
> > period of January 1 - May 31, 2014. It does not include compensation for
> > any of her efforts following May 31, 2014.
> >
> > (2) Retention bonus to compensate Sue for lost opportunities during the
> > transition period: $165,000.
> >
> > Sue informed us of her intent to step down in March of 2013, but agreed
> to
> > stay on until a new ED was identified. In August 2013, the Board of
> > Trustees approved a one-time retention bonus to compensate Sue for lost
> > opportunities and for her willingness to remain with the Foundation
> during
> > an important transitional period. Sue continued to serve as Executive
> > Director for more than a year after announcing her resignation, even
> though
> > she could have sought opportunities elsewhere. In addition to her other
> ED
> > responsibilities during this time, she led the creation of a transition
> > plan for the new Executive Director and supported the search process.
> >
> > The Board discussed this agreement with Sue over a few months before
> > reaching the agreement in August. This is a standard practice used to
> > compensate individuals for lost opportunities and ensure organizational
> > stability during transitional periods. The Board and Sue agreed she would
> > receive this retention bonus after the new ED had started.
> >
> > (3) Compensation as Special Advisor between June 1, 2014 - December 31,
> > 2014: $29,167.
> >
> > Sue agreed to serve as Special Advisor to the Foundation for a term of
> one
> > year after the new ED started, from June 1, 2014 - May 31, 2015. The
> Board
> > felt that it was important to have Sue’s knowledge and experience at hand
> > to support the Foundation as it went through an executive transition. In
> > general, it is good practice to make sure that there is the ability to
> draw
> > on the expertise of an experienced former executive: in this case,
> someone
> > who grew the organization from a few people to more than 200.
> >
> > Sue’s total compensation for her role as Special Advisor was $50,000 per
> > annum, $29,167 of which was reported during the 990 period. This is a
> small
> > proportion of the total amount reported, as compared to compensation as
> ED
> > and the retention bonus.
> >
> > In June of 2015, the Board of Trustees extended Sue's term as Special
> > Advisor for another year, amounting to an additional $50,000. Her term
> > ended May 31, 2016. The compensation for this period is unlikely to be
> > reported in the next 990, as it is much lower than the threshold for
> > reporting. However, Sue has agreed to disclose this total, given the
> > interest in her role as Special Advisor.
> >
> > We realize this is complex, so to summarize: From January 1 2014 to May
> 31
> > 2014 Sue was the ED and received her normal salary. When Sue left her
> > position as ED we gave her a one-time bonus of $165,000, to compensate
> her
> > for staying on during a long transition period. From June 1 2014 until
> > December 31 2014 she received $29,167 intended to compensate her for
> > advising the Board after the new ED started. These are the numbers
> reported
> > in the 990. Since then, she received a total of $70,833 for work as a
> > special advisor over a period of 17 months (January 1 2015 - May 31
> 2016).
> >
> > Other questions
> >
> > As Special Advisor, Sue reported to the Chair of the Board: first
> Jan-Bart,
> > then myself. We did not ask Sue to produce a final report on her work as
> > Special Advisor. Her contract did not require it, and we didn’t see any
> > reason for her to create one. Sue was in regular contact with the ED,
> > Chair, and Trustees throughout this period, and we are satisfied that the
> > terms of the contract were met appropriately.
> >
> > Questions have also been raised about the number of hours spent by Sue
> > during this period. The 990 reports that Sue worked 40 hours per week,
> > which reflects her work while she was Executive Director. Forty hours per
> > week is the standard, full-time employment threshold in the United
> States;
> > most employers do not track the hours of salaried employees beyond these
> 40
> > hours. Sue often worked many more than 40 hours per week during her time
> as
> > Executive Director. Once Sue transitioned into a consulting role, her
> hours
> > varied. She consulted on an as-needed basis, sometimes as little as a few
> > hours a month, sometimes many more.
> >
> > ==
> >
> > Sue’s special advisor status with the Foundation ended on May 31, 2016,
> and
> > she is no longer on contract with the Foundation or receiving any
> > compensation from it. However, many of the Trustees and Foundation staff
> > continue to maintain close personal relationships with Sue. She played a
> > critical role in developing the Foundation and the movement, and will
> > always be welcome among us. We thank her again for her time and efforts
> on
> > behalf of our mission, and we are grateful for her continued support and
> > advocacy on our behalf.
> >
> > We would also like to thank Sue for her willingness to being completely
> > transparent about her compensation here. Many people find this
> information
> > sensitive. We appreciate that she has said she doesn't mind.
> >
> > I hope this answers more of your questions, and addresses any confusion.
> >
> > Patricio
> >
> > [1]
> https://lists.wikimedia.org/pipermail/wikimedia-l/2014-May/071458.html
> > --
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at:
> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: Wikimedia-l@lists.wikimedia.org <javascript:;>
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > <mailto:wikimedia-l-request@lists.wikimedia.org <javascript:;>
> > ?subject=unsubscribe>
>
>
>
> --
> wittylama.com
> Peace, love & metadata
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>



--
James Heilman
MD, CCFP-EM, Wikipedian

The Wikipedia Open Textbook of Medicine
www.opentextbookofmedicine.com
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
Patricio Lorente wrote:
>We’ve heard your questions and want to address them broadly, as well as
>provide more information about the breakdown of Sue’s compensation during
>this time.

Thank you for this e-mail.

>One point of confusion is for the period this compensation covers. This is
>reasonable, this confused even some of us involved in preparing this
>response. Although the majority of activities reported on the Form 990
>cover the Foundation’s fiscal year (specifically, the six months between
>July 1, 2014 - June 30, 2015), the IRS requires that details about
>compensation for certain highly-paid individuals are for the full calendar
>year in which the fiscal year begins or ends.

This parenthetical confused me. Six months from July 2014 to June 2015?

>(2) Retention bonus to compensate Sue for lost opportunities during the
>transition period: $165,000.

This is the key piece that I think most people didn't understand or
realize. Was this information published anywhere previously (e.g., in the
Board minutes)? I wouldn't expect to see an exact amount, of course, but
this is a pretty substantial amount of donor money, so I'd expect at least
a "we approved a retention bonus for special advisor Sue Gardner"-type
notice somewhere, typically on wikimediafoundation.org.

>Sue’s special advisor status with the Foundation ended on May 31, 2016,
>and she is no longer on contract with the Foundation or receiving any
>compensation from it.

I can't help but think about the tempestuous past year that the Wikimedia
Foundation has had, including issues with Sue's immediate successor.

MZMcBride



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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
On Tue, Jun 7, 2016 at 6:50 PM, MZMcBride <z@mzmcbride.com> wrote:
> Patricio Lorente wrote:
>>We’ve heard your questions and want to address them broadly, as well as
>>provide more information about the breakdown of Sue’s compensation during
>>this time.
>
> Thank you for this e-mail.
>
>>One point of confusion is for the period this compensation covers. This is
>>reasonable, this confused even some of us involved in preparing this
>>response. Although the majority of activities reported on the Form 990
>>cover the Foundation’s fiscal year (specifically, the six months between
>>July 1, 2014 - June 30, 2015), the IRS requires that details about
>>compensation for certain highly-paid individuals are for the full calendar
>>year in which the fiscal year begins or ends.
>
> This parenthetical confused me. Six months from July 2014 to June 2015?
>
>>(2) Retention bonus to compensate Sue for lost opportunities during the
>>transition period: $165,000.
>
> This is the key piece that I think most people didn't understand or
> realize. Was this information published anywhere previously (e.g., in the
> Board minutes)? I wouldn't expect to see an exact amount, of course, but
> this is a pretty substantial amount of donor money, so I'd expect at least
> a "we approved a retention bonus for special advisor Sue Gardner"-type
> notice somewhere, typically on wikimediafoundation.org.
>
>>Sue’s special advisor status with the Foundation ended on May 31, 2016,
>>and she is no longer on contract with the Foundation or receiving any
>>compensation from it.
>
> I can't help but think about the tempestuous past year that the Wikimedia
> Foundation has had, including issues with Sue's immediate successor.

I left the board in the middle of this process, so I was present for
part of the discussions around what would happen but not all of it,
and my understanding may be out of date.

The understanding I left with is that the Special Advisor role would
be created and would be paid regardless of whether she was actually
being consulted--so that the outgoing ED would continue to reserve
time to be available, and the new ED would not have a financial
incentive to end the relationship early. However, this doesn't
guarantee that the relationship would continue to any significant
degree, only that the consulting time was already reserved and paid
for.

-Kat

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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
Thanks Patricio for the detailed answer which fully eliminated my concerns.
One thing that bothers me all the time is the very late answer from the
board. I'm pretty sure so many comments about Sue wouldn't be said if you
sent this response earlier. We've been through this that these statements
needs to be checked by the board, legal, probably comms, etc. and I
understand it's time consuming but this is another case of a publicity
crisis that could've been avoided by a faster response.

Do you have any plans to improve this?
Best

On Wed, Jun 8, 2016 at 6:40 AM Kat Walsh <kat@mindspillage.org> wrote:

> On Tue, Jun 7, 2016 at 6:50 PM, MZMcBride <z@mzmcbride.com> wrote:
> > Patricio Lorente wrote:
> >>We’ve heard your questions and want to address them broadly, as well as
> >>provide more information about the breakdown of Sue’s compensation during
> >>this time.
> >
> > Thank you for this e-mail.
> >
> >>One point of confusion is for the period this compensation covers. This
> is
> >>reasonable, this confused even some of us involved in preparing this
> >>response. Although the majority of activities reported on the Form 990
> >>cover the Foundation’s fiscal year (specifically, the six months between
> >>July 1, 2014 - June 30, 2015), the IRS requires that details about
> >>compensation for certain highly-paid individuals are for the full
> calendar
> >>year in which the fiscal year begins or ends.
> >
> > This parenthetical confused me. Six months from July 2014 to June 2015?
> >
> >>(2) Retention bonus to compensate Sue for lost opportunities during the
> >>transition period: $165,000.
> >
> > This is the key piece that I think most people didn't understand or
> > realize. Was this information published anywhere previously (e.g., in the
> > Board minutes)? I wouldn't expect to see an exact amount, of course, but
> > this is a pretty substantial amount of donor money, so I'd expect at
> least
> > a "we approved a retention bonus for special advisor Sue Gardner"-type
> > notice somewhere, typically on wikimediafoundation.org.
> >
> >>Sue’s special advisor status with the Foundation ended on May 31, 2016,
> >>and she is no longer on contract with the Foundation or receiving any
> >>compensation from it.
> >
> > I can't help but think about the tempestuous past year that the Wikimedia
> > Foundation has had, including issues with Sue's immediate successor.
>
> I left the board in the middle of this process, so I was present for
> part of the discussions around what would happen but not all of it,
> and my understanding may be out of date.
>
> The understanding I left with is that the Special Advisor role would
> be created and would be paid regardless of whether she was actually
> being consulted--so that the outgoing ED would continue to reserve
> time to be available, and the new ED would not have a financial
> incentive to end the relationship early. However, this doesn't
> guarantee that the relationship would continue to any significant
> degree, only that the consulting time was already reserved and paid
> for.
>
> -Kat
>
> _______________________________________________
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> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
Thanks Patricio for the clarifying answer. These specified numbers put the
whole story in a different perspective. While I'm sure that many people
still find these numbers to be very high (including myself), the WMF is
currently operating in a context of San Francisco, and that pushes numbers
up. Activity expectations for a 50k compensation compared to a 300k
compensation are also quite different, so this updated information puts to
rest quite a bit of questions.

The 40h statement in the 990 remains odd, but I'm indeed confident that Sue
made many more than those in the first months of 2014... I guess we can't
really blame the WMF for how the 990 form is set up.

I do hope that in the future the board will indeed make it explicit if an
advisory role, that could be confused for a totally volunteer role, is
compensated. Perhaps you could confirm still that this was quite a
one-of-a-kind situation (as Sue is also quite one-of-a-kind with all her
experience!) and that no other 'advisors' are paid compensation for their
time? (I'm thinking about advisory board, endowment advisors, FDC, AffCom
and what else).

Thanks!

Lodewijk

2016-06-08 7:31 GMT+02:00 Amir Ladsgroup <ladsgroup@gmail.com>:

> Thanks Patricio for the detailed answer which fully eliminated my concerns.
> One thing that bothers me all the time is the very late answer from the
> board. I'm pretty sure so many comments about Sue wouldn't be said if you
> sent this response earlier. We've been through this that these statements
> needs to be checked by the board, legal, probably comms, etc. and I
> understand it's time consuming but this is another case of a publicity
> crisis that could've been avoided by a faster response.
>
> Do you have any plans to improve this?
> Best
>
> On Wed, Jun 8, 2016 at 6:40 AM Kat Walsh <kat@mindspillage.org> wrote:
>
> > On Tue, Jun 7, 2016 at 6:50 PM, MZMcBride <z@mzmcbride.com> wrote:
> > > Patricio Lorente wrote:
> > >>We’ve heard your questions and want to address them broadly, as well as
> > >>provide more information about the breakdown of Sue’s compensation
> during
> > >>this time.
> > >
> > > Thank you for this e-mail.
> > >
> > >>One point of confusion is for the period this compensation covers. This
> > is
> > >>reasonable, this confused even some of us involved in preparing this
> > >>response. Although the majority of activities reported on the Form 990
> > >>cover the Foundation’s fiscal year (specifically, the six months
> between
> > >>July 1, 2014 - June 30, 2015), the IRS requires that details about
> > >>compensation for certain highly-paid individuals are for the full
> > calendar
> > >>year in which the fiscal year begins or ends.
> > >
> > > This parenthetical confused me. Six months from July 2014 to June 2015?
> > >
> > >>(2) Retention bonus to compensate Sue for lost opportunities during the
> > >>transition period: $165,000.
> > >
> > > This is the key piece that I think most people didn't understand or
> > > realize. Was this information published anywhere previously (e.g., in
> the
> > > Board minutes)? I wouldn't expect to see an exact amount, of course,
> but
> > > this is a pretty substantial amount of donor money, so I'd expect at
> > least
> > > a "we approved a retention bonus for special advisor Sue Gardner"-type
> > > notice somewhere, typically on wikimediafoundation.org.
> > >
> > >>Sue’s special advisor status with the Foundation ended on May 31, 2016,
> > >>and she is no longer on contract with the Foundation or receiving any
> > >>compensation from it.
> > >
> > > I can't help but think about the tempestuous past year that the
> Wikimedia
> > > Foundation has had, including issues with Sue's immediate successor.
> >
> > I left the board in the middle of this process, so I was present for
> > part of the discussions around what would happen but not all of it,
> > and my understanding may be out of date.
> >
> > The understanding I left with is that the Special Advisor role would
> > be created and would be paid regardless of whether she was actually
> > being consulted--so that the outgoing ED would continue to reserve
> > time to be available, and the new ED would not have a financial
> > incentive to end the relationship early. However, this doesn't
> > guarantee that the relationship would continue to any significant
> > degree, only that the consulting time was already reserved and paid
> > for.
> >
> > -Kat
> >
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at:
> > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: Wikimedia-l@lists.wikimedia.org
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
On Wed, Jun 8, 2016 at 2:50 AM, MZMcBride <z@mzmcbride.com> wrote:

> Patricio Lorente wrote:
> >We’ve heard your questions and want to address them broadly, as well as
> >provide more information about the breakdown of Sue’s compensation during
> >this time.
>
> Thank you for this e-mail.
>


Indeed. Thank you for this much clearer explanation.

Looking at base compensation alone, the $112,500 base compensation figure
in the 2014 form thus appears to be composed of

ED salary
5 months at $200,000 p.a.
5/12 * $200,000 = $83,333

Special advisor salary
7 months at $50,000
7/12 * $50,000 = $29,167

Total salary: $83,333 + $29,167 = $112,500



> >(2) Retention bonus to compensate Sue for lost opportunities during the
> >transition period: $165,000.
>
> This is the key piece that I think most people didn't understand or
> realize. Was this information published anywhere previously (e.g., in the
> Board minutes)? I wouldn't expect to see an exact amount, of course, but
> this is a pretty substantial amount of donor money, so I'd expect at least
> a "we approved a retention bonus for special advisor Sue Gardner"-type
> notice somewhere, typically on wikimediafoundation.org.
>


Indeed.

I guess what this $165,000 bonus means is that Sue essentially received a
salary increase from $200,000 (her salary as indicated in the 2013 form) to
$365,000 for her last year as ED, to make her stay on another year after
she had expressed her intention to leave.
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
El mié., 8 de jun. de 2016 a la(s) 03:31, Lodewijk <
lodewijk@effeietsanders.org> escribió:
[...]
Perhaps you could confirm still that this was quite a
one-of-a-kind situation (as Sue is also quite one-of-a-kind with all her
experience!) and that no other 'advisors' are paid compensation for their
time? (I'm thinking about advisory board, endowment advisors, FDC, AffCom
and what else).

Yes, I can confirm that this is (was) a pretty unique situation.

Patricio
--
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Re: [Wikimedia-l] Clarifications on 2014 Form 990 [ In reply to ]
On Wed, Jun 8, 2016 at 10:06 AM, Patricio Lorente <
patricio.lorente@gmail.com> wrote:

> El mié., 8 de jun. de 2016 a la(s) 03:31, Lodewijk <
> lodewijk@effeietsanders.org> escribió:
> [...]
> Perhaps you could confirm still that this was quite a
> one-of-a-kind situation (as Sue is also quite one-of-a-kind with all her
> experience!) and that no other 'advisors' are paid compensation for their
> time? (I'm thinking about advisory board, endowment advisors, FDC, AffCom
> and what else).
>
> Yes, I can confirm that this is (was) a pretty unique situation.
>

I applaud the clear and explicit statement, but I worry it may be just a
tad misleading (unintentionally, obviously!), in leaving out another class
of consultants (a word more clearly implying 'paid', I think, than
'advisors') that are not listed on [[m:Staff and Contractors]], and I think
that for completeness -- and to avoid a future round of misunderstand and
recriminations -- we should probably acknowledge their existence:

I am referring to "coaches". Certain staffers (including some c-levels and
the previous ED) at WMF benefit from the services of a "coach", who is an
external, paid consultant.
(to be clear: I have no reason to believe those coaches are exorbitantly
paid or that there is anything inappropriate about their engagement!)

A.
--
Asaf Bartov
Wikimedia Foundation <http://www.wikimediafoundation.org>

Imagine a world in which every single human being can freely share in the
sum of all knowledge. Help us make it a reality!
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