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
--
Since Sue is available, let's get her back as co-executive director,
managing Brion Vibber as CTO. All three of them have been great in the
past, it will save huge amounts of money on searches, and going back to
proven roots will look great to donors. If they need additional support
they should hire people to advise them.
Trying to replace oneself with someone better is a highly modest
self-defeating behavior among top performing non-sociopaths. It needs to be
recognized as modest.
Did anyone have trouble filling out the Executive Director survey? I tried
but haven't been able to figure out some of the questions yet. I need to
scale the likert matrix in order to correctly represent my views, but there
is no way to do that without making some of the answers on the individual
items wrong. There has to be a better way to ask those same questions. I
want a question like, "is not likely to hire someone involved in
anticompetitive labor market abuse crimes."
Best regards.
Jim
---------- Forwarded message ----------
From: *James Salsman* <jsalsman(a)gmail.com>
Date: Wednesday, June 8, 2016
Subject: Sue too! (was Re: please keep Katherine)
To: "edsearch(a)wikimedia.org" <edsearch(a)wikimedia.org>
Can we please also have Sue back as a co-executive director? I understand
she is still available.
On Wednesday, June 1, 2016, James Salsman <jsalsman(a)gmail.com
<javascript:_e(%7B%7D,'cvml','jsalsman(a)gmail.com');>> wrote:
> If Katherine Maher wants the job, please cut short the expensive third
> party search and keep her. She's been great as far as I can tell.
>
> No external candidate can possibly match her proven experience with
> Foundation leadership, by definition, unless Sue wants back in, and
> she's making more money in her consultant role(?)
>
> Best regards,
> Jim Salsman
>
Hi Greg,
Thanks for the eventual answer - I can understand that salaries/HR are a
complicated issue to comment on. I'm sorry I have to press on a bit more to
get an answer to my questions though.
I did note the answers Patricio gave to the Signpost
<https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-05-28/Speci…>.
I did miss your answer on my question whether this was a full time, or near
a fulltime position (for the period concerning this salary) - quite an
important figure to estimate the meaning of 'a role of this nature in
organizations of similar size to the Wikimedia Foundation'.
The information available does suggest however that this was quite a steep
salary increase with a decrease in responsibilities. I'm not sure that is a
fair representation of the situation (I hope not), but that is what it
looks like to me, based on the available information.
Based on the compensation size, Sue played continued to play a very
significant role in the WMF. I'm glad that she remained available for that,
as the board apparently felt a need for it. However, despite that important
role and significant compensation, she was not mentioned on the list of
'staff and contractors' since she was replaced by Lila in June 2014
<https://wikimediafoundation.org/w/index.php?title=Template%3AStaff_and_cont…>
.
This remains contradictory, and that is why I'm trying to get some clarity
on the role Sue played in the past two years. The tasks described by
Patricio in his response to the Signpost sound to me (but I might be naive
in this) to be mostly relevant to the initial transition period, and not to
span 2 years. Is Patricio underselling Sue's involvement and was there a
reason not to mention her as contractor? Am I somehow misunderstanding the
compensation issue (i.e. was there a compensation for earlier years, or was
it lowered)?
Maybe I'm missing something here - if so, please point it out! Thanks in
advance.
Best,
Lodewijk
2016-06-05 0:18 GMT+02:00 Greg Varnum <gvarnum(a)wikimedia.org>:
> Greetings,
>
> Apologies for our delay in this response. In addition to the holiday
> weekend, questions related to HR issues require extra care and verification
> on our part. But again, I do want to apologize for that process taking all
> week.
>
> Regarding Lodewijk's questions about Sue's special advisor role, including
> the timeline and how compensation was set, Sue served as a special advisor
> until May 31, 2016. Her pay included compensation for her extended role
> during the ED transition, and to match market rates for a role of this
> nature in organizations of similar size to the Wikimedia Foundation. Our
> Board Chair, Patricio Lorente, gave a response to the Signpost that
> provides more information[1].
>
> John asked about filing and other fees paid by Jones Day, and if the fees
> were separate from consulting costs. Unfortunately, we don’t have an easy,
> quick way to divide the Jones Day expenses into registration fees and legal
> fees, but we can provide more information about where the costs came from.
> Each trademark application costs about $1,000–5,000 (sometimes more),
> including filing fees and attorney’s fees. The cost for each application
> depends on the country’s application fees, the country’s administrative
> hurdles, the breadth of protection we are seeking, whether we can reuse
> materials prepared for previous applications, and whether we encounter
> resistance from trademark offices or other trademark holders.
>
> Finally, regarding John's question about non-program service investment in
> Europe (page 35), this represents our foreign currency bank accounts with
> JP Morgan in the UK. The purpose of this holding is to retain donations
> received in EUR, GBP, CAD and AUD in their original currency to minimize
> currency exchange risks.
>
> I hope that clarifies the remaining questions, and again, thank you for
> your questions and feedback both on this list and elsewhere.
>
> -Gregory Varnum
> Wikimedia Foundation
>
> 1.
> https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-05-28/Speci…
>
>
> > On May 31, 2016, at 12:01 PM, Greg Varnum <gvarnum(a)wikimedia.org> wrote:
> >
> > Greetings,
> >
> > I just wanted to verify that we will be sending out answers to these
> additional questions. This past weekend was a holiday in the United States,
> and so we have not yet finished gathering the information to give accurate
> response.
> >
> > Thank you for your patience, and please let me know if you have any
> additional questions.
> > Gregory Varnum
> > Wikimedia Foundation
> >
> >
> >> On May 31, 2016, at 4:16 AM, Lodewijk <lodewijk(a)effeietsanders.org>
> wrote:
> >>
> >> Hi,
> >>
> >> Unfortunately I haven't seen an answer to my questions. Could you please
> >> acknowledge the receipt of the question if you're investigating? Or
> could
> >> you just say it is a ridiculous question and that you refuse to answer,
> if
> >> you think so? From the more elaborate answer on the Signpost questions,
> I
> >> understand that the role continues to this day - which makes it probably
> >> more relevant.
> >>
> >> Please don't retreat in silence again.
> >>
> >> Lodewijk
> >>
> >> 2016-05-25 14:39 GMT+02:00 Lodewijk <lodewijk(a)effeietsanders.org>:
> >>
> >>> Thanks Greg for the responses.
> >>>
> >>> As for the ED team, that answers part of my question. That Sue was
> >>> appointed as special advisor, was indeed public knowledge - but for
> what
> >>> duration was that? And was that a full time position (or anything near
> full
> >>> time), given that her compensation was as high as that of the ED
> herself?
> >>> People suggested that this included compensation for earlier years -
> was
> >>> that the case? That would explain again a bit more.
> >>>
> >>> Also part of the question was why the raise was so steep - was this
> simply
> >>> matching the reality of the current job market, or was there something
> else
> >>> behind it (i.e. a bonus mechanism etc).
> >>>
> >>> It would be great if you could clarify! Thanks!
> >>>
> >>> Lodewijk
> >>>
> >>> 2016-05-25 12:45 GMT+02:00 John Mark Vandenberg <jayvdb(a)gmail.com>:
> >>>
> >>>> On Wed, May 25, 2016 at 6:31 AM, Gregory Varnum <
> gvarnum(a)wikimedia.org>
> >>>> wrote:
> >>>>> Greetings,
> >>>>>
> >>>>> Thank you to everyone for your questions and thoughts regarding the
> >>>> Wikimedia Foundation's Form 990.
> >>>>>
> >>>>> Regarding Lodewijk's first question about the legal services
> (totalling
> >>>> US$1.7M) which were conducted by Jones Day (page 61 - Part VII): As
> our
> >>>> global reach has grown over time, we felt it was important to
> strengthen
> >>>> the trademark portfolio and solidify the protection of Wikimedia’s
> marks
> >>>> globally. In December 2013, we began working with Jones Day on our
> global
> >>>> trademark filings, registrations, and oppositions. During the
> 2014-2015
> >>>> fiscal year we filed 1,500+ new trademark applications for 35
> different
> >>>> trademarks in 100+ countries. A significant portion of the legal
> services
> >>>> expenses in 2014-2015 went toward the mandatory government trademark
> >>>> application filing fees.
> >>>>>
> >>>>> These new trademark applications contained expanded coverage and
> >>>> revised descriptions to ensure better protection of Wikimedia's marks
> and
> >>>> projects, including countries where readership was growing through
> targeted
> >>>> programs or distribution (such as Wikipedia Zero and mobile
> readership).
> >>>> Going forward, we anticipate (and are beginning to realize) a
> decrease in
> >>>> trademark expenses year over year, now that we have this initial
> foundation
> >>>> is in place. This investment immediately benefits Wikimedia and its
> >>>> communities by ensuring that our trademark portfolio reflects the
> maturity
> >>>> and breadth of the Wikimedia movement, and protects us against certain
> >>>> forms of infringement or misuse.
> >>>>
> >>>> Hi Gregory,
> >>>> Just to confirm, the stated US$1.7M stated on page p.61 includes
> >>>> filing and other fees paid by Jones Day to relevant government bodies
> >>>> around the world?
> >>>> If so, any chance you can separate it into such fees paid *through*
> >>>> Jones Day, vs the consultation fees of Jones Day.
> >>>> You say it was a 'significant portion', but that is very vague
> >>>> terminology, meaning very different things to different people; it
> >>>> would be nice to have a ball park figure.
> >>>>
> >>>> Also there was a USD ~5.2 M investment in Europe listed on p. 35 as
> >>>> not being program services. I didn't see any reference to it in the
> >>>> FAQ; apologies if I missed it (It would be lovely if the source
> >>>> document was posted on meta for easier navigation, etc.). Could we
> >>>> have a little more info about this line item?
> >>>>
> >>>> --
> >>>> John Vandenberg
> >>>>
> >>>> _______________________________________________
> >>>> Wikimedia-l mailing list, guidelines at:
> >>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> >>>> New messages to: Wikimedia-l(a)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(a)lists.wikimedia.org
> >> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
> >
> >
> >
> > ---
> > Gregory Varnum
> > Communications Strategist (Contractor)
> > Wikimedia Foundation
> > gvarnum(a)wikimedia.org
> >
> >
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> > New messages to: Wikimedia-l(a)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(a)lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>
On June 3-5, the Polish Wikimedia chapter held its annual Wikimedia
Polska Conference, including the General Assembly of Members (June 4).
As it was the end of the current term for the Board, seven Board members
were elected for the next term, 2016-2018:
* Tomasz Ganicz / Polimerek, President
* Michał Buczyński, Aegis Maelstrom, Vice-President
* Marek Stelmasik / Masti, Treasurer
* Wojciech Pędzich / Wpedzich, Secretary
* Małgorzata Wilk / Maire
* Tomasz Skibiński / Elfhelm
* Jarosław Błaszczak / Powerek38
The new Revision Commitee was also elected, as well as the Internal
Court. The relevant Metapage and chapter page have been updated, but if
you'd care to update some language versions, you're invited.
https://pl.wikimedia.org/wiki/W%C5%82adze/en
Kind regards,
Wojciech Pędzich / User:Wpedzich
For anyone unaware, in 2014 I created a bot task to maintain a page on
Meta[1] showing the special Wikimedia Projects rights being allocated
to WMF employees and contractors, without following normal community
processes. The bot mirrors data from a Google Spreadsheet maintained
by the WMF. Back in 2014, this was praised as a positive move forward
by the WMF in applying our joint commitment to transparency.
Unfortunately the spreadsheet appeared to drop off the radar last year
and fell into disuse, only being updated after public complaint. The
spreadsheet has not been updated since November 2015 (over six months
ago), includes staff who have now left and presumably excludes several
recent changes to employee rights.
Could the WMF please make a positive policy decision to ensure the
open publication of special project rights for its employees becomes a
required part of the procedure, and business as normal? Failing this,
if rights are to continue to be allocated behind closed doors, with
some rights being allocated for just a few days at a time so never
appearing on this spreadsheet, can the rationale for managing project
rights this way please be explained to the wider community so that we
might be allowed the opportunity to ask basic questions?
Links
1. https://meta.wikimedia.org/wiki/WMF_Advanced_Permissions
Thanks,
Fae
--
faewik(a)gmail.com https://commons.wikimedia.org/wiki/User:Fae
---------- Forwarded message ----------
From: Fæ <faewik(a)gmail.com>
Date: 25 September 2015 at 08:52
Subject: Re: [Wikimedia-l] WMF Advanced Permissions
To: Wikimedia Mailing List <wikimedia-l(a)lists.wikimedia.org>
On 25 September 2015 at 05:46, James Alexander <jalexander(a)wikimedia.org> wrote:
> Hey Fae,
>
> As you know that I'm responsible for the spreadsheet that your bot is copying to make that spreadsheet (since you're one of the ones who asked me to make the process more transparent) I would have really appreciated a more private email before this public one. That said, yes there have both been some changes on the private versions of the sheet that caused the public version to break as well as very few actual rights changes which means I haven't been looking at it often. Because of a back log of issues within my Trust and Safety work I haven't been able to fully find the time to fix and update everything but I actually have time set aside on my calendar on Monday to do that :).
>
> Sent from my iPhone
>
>
> James Alexander
> Legal and Community Advocacy
> Wikimedia Foundation
> +1 415-839-6885 x6716
Thanks for your commitment to get this up to date.
Had my question been about the performance of a named employee, I
would have sent a private email out of courtesy. This was a simple
non-critical question about WMF transparency, following on from an
original open discussion a long time ago on this list. This makes this
list the best open place to raise the question.
I feel that it is ethical to all encourage volunteers to feel free to
ask questions about WMF transparency in the open. It would be a
positive and ethical approach to take. Making it appear that a
volunteer has done something wrong when they try to do so is not a
healthy direction to go in.
Thanks,
Fae
Just wanted to post some thoughts on the subject of the WMF having an
external governance review/audit. As you may know the FDC recommended that
the WMF should do this and I imagine the WMF board is thinking about the
matter at the moment. I was Chair of Wikimedia UK when we undertook our
governance review in autumn 2012 so hope my perspective is useful.
On balance I think an appropriately-defined governance audit, conducted by
the right people, would be helpful for WMF and the community but here are
some pros and cons.
*Reasons against *
1. Cost. At a minimum, an audit would cost $20,000 - if done very
efficiently in a light-touch way. An extensive review could cost several
times that much. Anyone who you'd want to do the work would have a day rate
of $1000+ for top-level consultants and $500+ for other people involved.
2. Governance reviewers won't solve any of the "Wikimedia-specific"
problems. Hopefully whoever would be appointed would have experience of
working with boards of volunteer-based movements not just 'conventional'
non-profits. However, Wikimedia levels of transparency will still be
unusual for them and governance consultants are very unlikely to recommend
or support (say) live-streaming board meetings to increase transparency, or
making community-elected trustees unsackable without a referendum of some
kind.
3. Progress already made. The WMF Board has already introduced a number of
key policies, e.g. a code of conduct. If those have already addressed some
of the key issues then an external review will have less to say.
4. Risk of getting unfocused answers. There is a risk with this kind of
review of getting lots of detailed comments on various policies and
documents that don't actually have an impact. However, this can be avoided
with a well-defined brief.
*Reasons to do it*
1. Feedback on Board behaviour. A reviewer will probably interview Board
members and senior staff, and attend a meeting, as well as reviewing
documents and policies. As a result they will be able to observe the actual
behaviour of the board. That is unique (and hopefully helpful) feedback.
2. Reassurance. From November to January, a lot of people (including many
WMF staff and community members) were confused and concerned (to put it
mildly) about what was happening at WMF board level. (Probably there were
also people *on the WMF board* sharing the same concerns). Many of those
people are still concerned to varying degrees. An external review that says
"actually, most of this is working fine now but you can improve X, Y and Z"
is valuable reassurance for the whole community. If, on the other hand, the
review says "actually there are some serious issues that still need to be
sorted out" then much better that the Board realises that and acts on it in
the next couple of months than waiting another year or two and running into
the same problems again.
3. The amount of change that's happened lately. The WMF has grown immensely
in the last 10 years and has had very high turnover on the Board in the
last 2. Some of the ways of working that have grown up in those 10 years
may not be right, and some of those that were right might no longer be in
the Board's institutional knowledge. If I were in the shoes of one of the
newer WMF trustees I would think that an external governance review was a
very helpful step in making sure that the Board was working as effectively
as possible.
Regards,
Chris Keating