IRS tax related information/2021 Wikimedia Foundation Form 990 Frequently Asked Questions
FY 2021-2022 Form 990: Executive Summary
The Form 990 is the annual informational document required by the Internal Revenue Service (IRS) for non-profit organizations in the United States. Every year, the Wikimedia Foundation completes an audit report for the previous fiscal year, and then uses that data to complete the Form 990, which is submitted to the IRS by May 15.
This year, in 2023, the Wikimedia Foundation filed the Form 990 for fiscal year 2021-2022 with the IRS on May 4. The completed form is available on our website. As part of our longstanding commitment to transparency, much of the information listed in the Form 990 is already made public throughout the year in many of the reports, Meta-Wiki portals, policy documentation, and open data sources that the Foundation publishes and maintains. Links to these sources are available in this executive summary, alongside a high level overview of the major parts of the form. In some cases, the numbers will not match exactly because of different reporting timeframes or calculation requirements. All together, these reports offer a comprehensive financial picture of our organization and the disclosure practices that take place on a regular basis.
Among these other data sources, the Foundation’s annual audit report, which is published each October for the previous fiscal year, is a helpful companion document to the Form 990 in terms of examining the Foundation’s financial practices and reporting. The audit report is used to complete the Form 990, and offers some of the same information but doesn’t include the broader picture of governance, grantmaking, and compensation described in Form 990. Together, both the audit report and Form 990 are used by organizations like Charity Navigator to measure our financial health. We have received the highest rating from Charity Navigator for our Accountability and Transparency, including governance, policies, and transparent disclosures. The audit report also has its own FAQ document available for review here.
The “Core Form”
The Form 990 contains a “core form”, which includes various high level financial, programming, and governance snapshots of the organization, as well as additional forms called “schedules” that offer a deeper dive into supplemental topics. An overview of the form’s content and structure is available here.
The “core form” lists the Foundation’s revenue, expenses, and net assets. During fiscal year 2021-2022, our revenue, which is the money the Foundation receives through donations and grants, totaled $164,242,380. This is a roughly $9 million increase from the year prior. Our “other revenue” of $2,103,370 came from Wikimedia Enterprise, reimbursement of payment processor fees for donations raised on behalf of the Wikimedia Endowment, and our online merchandise store. Our expenses totaled $145,835,404, of which 45% went to technology, 31% went to direct support to volunteers and readers, 11% went to fundraising expenses, and 13% went to general and administrative support. This is a fraction of what most top ten websites spend, aligning with our commitment to good stewardship and efficiency. There is more information on these topics available in our Annual Report. The Wikimedia Foundation's investment policy also offers further information about our financial stewardship practices.
The other major section of the “core form” of the Form 990 covers topics related to the Wikimedia Foundation’s governance system, policies, and disclosure practices. In the Form 990, the Wikimedia Foundation verifies each year that we follow a number of best practices, such as ensuring that senior leaders on our staff and Board of Trustees do not have family or business relationships with one another, that the Foundation did not discover a major diversion of assets (which would indicate theft or fraud), and that notes are taken at all Board of Trustee meetings. Policies such as the Wikimedia Whistleblower Policy, Conflict of Interest Policy, and Data retention guidelines are publicly available on Wikimedia Foundation Governance Wiki, which is where the Foundation publishes its governance material for public access.
The Wikimedia Foundation also completes various “schedules” on topics such as our public charity status, lobbying activities, and supplemental financial information.
Schedule A verifies the Wikimedia Foundation’s public charity status, which is also available on our website. Schedule C lists political campaign and lobby activities; in FY 21-22 the Foundation supported public policy efforts of the Wikimedia Movement in Europe, Korea, Chile and elsewhere as documented in our FAQ. Beyond what is required in the Form 990, the Foundation also publishes a Transparency Report biannually to document requests to alter content on the Wikimedia projects and to provide nonpublic information about users.
Schedules F and I list regional data about our grantmaking inside and outside the United States. This information is also documented in greater detail on the Wikimedia Foundation’s grants portal, specifically the Wikimedia Foundation Funds Report for FY 21-22, which provides analysis on general trends, as well as a breakdown of funding by program and by region and country.
Next, Schedule J of the Form 990 lists information about an organization’s executive compensation and payments that year. This section of the 2021-2022 990 reflects executive salaries as well as payments made as part of mutual separation agreements with departing executives during calendar year 2021. More information about these figures is available in the FAQ.
Finally, Schedule R provides information about Wikimedia Enterprise, a limited liability company fully owned by the Foundation. More detailed information about the Wikimedia Enterprise is available in its published Enterprise financial report, with an accompanying FAQ about the company on its Meta-Wiki page.
Taken together, the sections of the Form 990 offer a snapshot of the Foundation’s financial health, program support and spending, and governance policies for the 2021-2022 fiscal year. More information on the Form 990, including a full list of the additional “schedules”, can be found in the FAQ.
What is a Form 990 and what is its purpose?
The Form 990 is the annual informational document required by the Internal Revenue Service (IRS) for non-profit organizations in the United States. The purpose of the filing is to provide information to the IRS and the public for evaluation purposes; this is in addition to our public financial reports and our annual audit performed by KPMG.
The Form 990 is the IRS’ primary tool for gathering information about non-profit organizations and promoting financial compliance. The IRS collects information such as compensation and governance to help ensure compliance with US tax requirements.
What time period do the financial statements cover?
Tax authorities refer to it as the 2021 return because the fiscal year period that the return refers to began in 2021. A fiscal year is the 12 month period around which an organization builds its budget plans and reporting. For the Wikimedia Foundation, that is the 2021–2022 fiscal year – which covers activities from July 1, 2021 to June 30, 2022. The financial statements cover a comprehensive range of financial activities during that time period meant to give the IRS and the public an overview of the organization’s financial status and conduct.
An exception to the July-June fiscal year setup is information related to the compensation of our officers, key employees, highest paid employees, and independent contractors, which is instead based on the calendar year 2021 – so January 2021 to December 2021.
When did you file the 2021 Form 990, and where can I find it?
The 2021 Form 990 was filed with the IRS on May 4, 2023, and has now been posted on the Wikimedia Foundation website. It will also eventually propagate to other websites such as Charity Navigator.
Who is responsible for filling out the Form 990 for the Wikimedia Foundation?
The Form 990 is the responsibility of the management of the Wikimedia Foundation. KPMG provides guidance, helps create the Form 990 in the proper IRS format, and reviews the final product for accuracy and completeness.
What is the process for completing and reviewing the Form 990 for the Wikimedia Foundation?
As discussed above, the Wikimedia Foundation accounting and management staff work to provide data to KPMG. KPMG then provides a first draft of the Form 990 to the Foundation. There may be several drafts. Once Wikimedia Foundation accounting staff and management have prepared a “final draft,” it is presented to the Wikimedia Foundation Audit Committee for a detailed review. Once the Audit Committee approves it, it is shared with the Wikimedia Foundation Board. The Wikimedia Foundation Board has a period of time to ask questions, and then the Form 990 is officially filed with the IRS by KPMG.
What are the due dates for filing the Form 990?
The Form 990 is due on the 15th of the 5th month following the fiscal year-end, so in our case, November 15. However, the IRS grants a six-month extension to anyone who requests it, thus moving the deadline this year to May 15, 2023.
The Form 990 includes financial information that is not finalized until the Foundation’s financial audit is finalized, which is typically in October each year. It would be less efficient to try to work on the Form 990 before those numbers are finalized. The Form 990 also has additional information requirements to the audited financial statements and requires consolidation with KPMG tax advisory services.
It is best practice to request the extension from the IRS so that the Foundation can aim to be as efficient as possible with its release of the Form 990 (and other important financial documents) without compromising the accuracy of its contents. This timeline is consistent with the timelines of other comparable organizations.
The Foundation, however, seeks continuous improvement and will continue to evaluate whether the time frame can be shortened in future years.
What are your legal responsibilities for posting the Form 990?
By law, we must submit the full Form 990 to the IRS, and if members of the public request, we must also provide suitable copies for their review. As part of the Wikimedia Foundation’s commitment to accountability and transparency, and to make it easy for people to find it, we post the Form 990 as a PDF on the Wikimedia Foundation website.
This return is 61 pages long – can you give a quick overview of how it is organized?
The Form 990 consists of the core return form with parts numbered from Part I to Part XII.
- Part I (Summary) provides a snapshot of the core form, including the organization’s mission, activities and current and prior years’ financial results;
- Part II is for the signature of the Wikimedia Foundation officer verifying the accuracy and completeness of the information in the Form 990;
- Part III is a summary of the main program service accomplishments (i.e., what are the main focus areas of our work);
- Part IV includes a checklist to determine which additional schedules need to be completed outside of the core form (see list below for the schedules we are required to complete);
- Part V includes statements regarding other IRS filings and tax compliance (this answers questions related to other tax filings that may be required, for example federal employment taxes);
- Part VI includes questions/statements regarding governance, management, and disclosure (this explains our governing body and management policies, as well as how the organization promotes accountability);
- Part VII includes compensation information (this includes compensation of current and former officers, directors, trustees, key employees, highest compensated employees and independent contractors);
- Part VIII includes revenue information (this includes primarily our donations and grants, as well as other sources of revenue such as investment income and Wikimedia Enterprise);
- Part IX includes the functional expense statement (i.e., expense details split out by functional categories of programmatic, management & general, and fundraising);
- Part X includes balance sheet information (this is a snapshot of our assets, liabilities, and net assets);
- Part XI includes the reconciliation of net assets (i.e., how our net assets changed in the year); and
- Part XII includes the financial statements and reporting method (this explains that we use the accrual method of accounting and that our financials were audited).
Additional schedules that the Wikimedia Foundation completes include:
- Schedule A – Public Charity Status and Public Support (this includes the test to make sure that we are properly considered a 501(c)(3) public charity as opposed to a different type of charity);
- Schedule C – Political Campaign and Lobbying Activities (see question below for an explanation of our lobbying activities);
- Schedule D – Supplemental Financial Statements (this includes a reconciliation of revenue and expenses per our audited financial report versus revenue and expenses per the Form 990);
- Schedule F – Statement of Activities Outside the U.S. (this includes operational activities as well as grants or assistance to organizations and/or individuals outside of the United States);
- Schedule G – Supplemental Information Regarding Fundraising (this includes information on our fundraising activities and major fundraising events);
- Schedule I – Grants and Other Assistance to Organizations and Individuals in the United States (this includes detail on grants we gave within the United States and information on our overall grant process);
- Schedule J – Compensation Information (this includes more detailed compensation information than in Part VII above);
- Schedule M – Noncash Contributions (this includes stock donations received by the Foundation);
- Schedule O – Supplemental Information (this includes information on process and policy and continuation of items that don’t fit completely on the standard form pages such as the full mission statement which is asked for in Part III but wouldn’t fit in its entirety there); and
- Schedule R – Related Organizations and Unrelated Partnerships (this relates to Wikimedia Enterprise, a limited liability company fully owned by the Foundation).
How can the Form 990 be used to measure the Foundation’s health?
Charity Navigator is an assessment organization that evaluates hundreds of thousands of charitable organizations based in the United States. Charity Navigator's ratings are based on the financial information each charity provides annually in its Form 990. Here are some metrics that are included in Charity Navigator’s evaluation and how they would be calculated using this year’s Form 990:
- Working capital ratio: Determines how long a charity could sustain its level of spending using its net available assets, or working capital. Charity Navigator defines this ratio as net available assets divided by the average of expenses over the last three fiscal years. Under this calculation, the Foundation’s working capital ratio was 24 months. There are a range of benchmarks that provide guidance on the level of reserves that are considered appropriate for an organization of a given size and budget. We maintain a reserve as a source of emergency funding. In keeping with the purpose of non-profit reserves, our reserve is designed to sustain our work and grant funding to affiliates and volunteers in the event of unplanned expenses, emergencies, or shortfalls in revenue. In the past the amount of funding we keep in reserves has varied based on our size and maturity as an organization. This year we asked our Board to consider a more clear and visible policy to guide our approach to reserves, especially in light of worrying trends in the global economy. In line with organizations of our size, the board adopted a resolutionthat guides the Foundation to have a minimum of 12 months of working capital in reserve and a target of up to 18 months. Please note that the Foundation calculates the working capital ratio as net available assets divided by projected expenses for the current fiscal year (compared to Charity Navigator which uses the average of expenses over the last three fiscal years). Under the Foundation’s calculation, the working capital ratio was 17 months as of July 1, 2022.
- Program expense ratio: This ratio is calculated by dividing program expenses by total expenses (average of most recent three Form 990s) and is designed to reflect the percent of its total expenses a charity spends on the programs and services it exists to deliver. The Foundation’s program expense ratio is 75% and is within the healthy range for nonprofit organizations. The remainder of the Foundation’s expenses is spent on fundraising, and general and administrative expenses, which is similar to past years and meets the best practices described by organizations like Charity Navigator. A variety of shared services functions are needed to ensure the Foundation is operating within the framework of legal, procurement, and IRS rules for nonprofits and generally accepted accounting standards. Some of those functions include human resources, finance, legal, communications, information technology, and others. These allow us to run an efficient and effective organization, support our staff and stakeholders, and stay in compliance with all laws and standards.)
- Liabilities to assets: This ratio is a percentage calculated by dividing a charity's total liabilities by its total assets and is an indicator of an organization’s solvency and/or long term sustainability. The Foundation’s liabilities to assets ratio is 4.6% and is within the healthy range for nonprofit organizations, as Charity Navigator awards the highest score to organizations with a liabilities to assets ratio of less than 5%.
The page numbers used are based on the page number in the bottom center of each page in the Form 990 PDF.
Volunteers: On page 1, Part I, Summary, line 6, the total number of volunteers is listed as 292,000 – where does this number come from?
This number is the estimated number of monthly average editors across Wikimedia projects in the fiscal year of the report, as tracked and reported by our Product Analytics team.
Staff & Compensation: On page 1, Part I, Summary, line 5, what staff are included within the total number of individuals employed in the calendar year 2021?
Per IRS requirements, this is required to be the number of individuals that were issued W-2s in the calendar year 2021. Thus, the total shown is the number of US-based full-time and part-time employees employed during the calendar year 2021. It does not include non-US-based workers, as well as contractors which may be hired part-time or for specific assignments, as those individuals are not issued W-2s from the Foundation.
Staff & Compensation: On page 1, Part I, Summary, line 15, what is included within the category “Salaries, other compensation, employee benefits”?
This category includes salary, benefits, retirement, wellness, and payroll taxes for full-time and part-time staff members in the US and outside of the US employed by Wikimedia Foundation or its Employer of Record. These costs as well as salaries vary significantly by geography. This number does not include fees paid to contractors, vendors, or consultants. Please also note that the amount shown is for the fiscal year (July 1, 2021 – June 30, 2022) while other information in the Form 990 is as of the calendar year (January 1- December 31, 2021).
Staff & Compensation: On page 1, Part I, Summary, line 15, salaries have increased by approximately $20.3 million from the prior year – what caused this increase?
This increase was first reported in the FY 21-22 audit report published in October 2022, and is discussed in the FAQ section for that document. We have pasted the answer here again for ease of access.
This increase represents the addition of new staff between July 2021 and June 2022, as well as our annual compensation adjustments for existing staff. This is consistent with the growth outlined in our approved annual plan for the year 2021-2022 to support our programmatic priorities.
The Wikimedia Foundation's compensation practices reflect our desire to compensate people for their work in a manner that is equitable, reasonable, and consistent with our values and culture. The primary mechanism for compensation is base pay, supported by strong benefits and paid time off allotments, and a commitment to professional development.
In setting the salaries for all of our paid positions for the 2021–2022 fiscal year, our Talent & Culture department uses a set of salary ranges specific to job roles and levels which are determined and updated using data from the Mercer salary survey. Pay is also based on the location of the staff, which allows the Foundation to maintain a diverse international workforce with competitive local market salaries. We hire in over 50 countries and almost 50% of our people are based outside of the US, which is a reflection of our values as a global movement.
The largely technical and high-skill nature of some of our work requires competitive wages to recruit and retain the best talent and compensate them fairly for their expertise and commitment. We believe that the Wikimedia Foundation continues to pay competitively, but within the average range for comparable organizations and roles. See more about the Wikimedia Foundation’s approach to staffing and salaries here.
Both line items 4a and 4b are made up of multiple types of programmatic expenses, including personnel costs as well as other expenses such as grantmaking and professional services. Between 4a and 4b, there was a total increase of $17.5M in personnel costs, which covered both the addition of new staff that year as well as our annual cost of living compensation adjustments for existing staff. In addition, line 4b included a $5.1M increase in grantmaking, as we implemented an updated grantmaking strategy that increased funding for our movement and movement partners.
Lobbying: On page 4, Part IV, line 4 is marked “Yes” for lobbying activities, why?
The IRS defines “lobbying activities” as “all activities intended to influence foreign, national, state, or local legislation.” In the 2021-2022 fiscal year, the Wikimedia Foundation continued to support the public policy efforts of the Wikimedia movement, including activities to promote and defend Wikimedia's position on copyright, free expression, and legal rules that permit community governance. Activities included signing an open letter supporting net neutrality in South Korea, writing on the EU Digital Services Act in coordination with the Free Knowledge Advocacy Group, opposing the EARN IT, JCPA and SMART Copyright Act bills in the United States, and submitting comments with Wikimedia Chile on Chile's proposed Digital Platform Bill. We have outlined our expenditures on lobbying activities for the fiscal year in Schedule C, pages 23-25.
Endowment: On page 4, Part IV, line 10 is marked “No” for endowments or quasi endowments, why?
The Wikimedia Foundation is currently in the process of transitioning the Wikimedia Endowment from Tides to a new US 501(c)(3) charity, after which it will publish its own Form 990, separate from the Wikimedia Foundation. This process is discussed in our annual plan draft for FY 2023-2024.
During the 2021–2022 fiscal year covered by this Form 990, the Wikimedia Endowment was managed by a separate legal entity (Tides Foundation). The Wikimedia Endowment has its own separate Advisory Board that has the authority to control and govern the policies and procedures of the Endowment. As such, per U.S. accounting standards, which the IRS follows for the Form 990 reporting purposes, the Endowment is not reported within the Foundation’s financial statements on our Independent Auditors’ Report and Form 990.
Affiliates: On page 7, Part VI, Section B, line 10a, the question “Does the organization have local chapters, branches, or affiliates?” is answered “No.” Why?
This question refers to entities that are not their own legal entities but rather extensions of the parent entity, in this case the Wikimedia Foundation. Wikimedia affiliates are independent organizations.
Staff & Compensation: On pages 8-9, Part VII, Section A, there is a list which includes people who are no longer on the staff but does not include current staff. Why?
The list is intended to reflect 2021–2022 fiscal year and 2021 calendar year, which means it includes key staff who were present for all, or any part, of the calendar year, as well as board members active during the fiscal year from July 2021 through June 2022.
Staff & Compensation: On page 8, Part VII, Section A, how do you determine which staff are listed here? Why is there a name I don’t recognize?
The requirements for inclusion on this list are staff who were officers of the organization, key employees, and the five highest compensated employees for the calendar year 2021. The Form 990 is a legal document requiring us to put down the legal names of all reported individuals, which may or may not be the name they use routinely.
Column F includes retirement (401K matching) as well as other nontaxable benefits, including health benefits, dental, vision, short and long term disability, and accidental death and dismemberment insurance. See Schedule J, Part II (page 49) for a more detailed break out of these costs.
Expenses: On page 9, what is the nature of the independent contractors?
The nature of each independent contractor is listed below.
- Jones Day: legal services related to trademark portfolio management and enforcement
- Gluzdov.com, Inc. DBA Speed and Function: engineering services and software development to support product development, technical infrastructure, and the development of the Wikimedia Enterprise API services
- Berlin Rosin Ltd: day-to-day communications support
- This Dot Inc.: frontend web engineering
- Jamaedge Group, Inc. DBA Proticom: test engineering services to support technical infrastructure.
Expenses: On page 12, Part IX, line 11b, what does the $2,411,728 in fees for legal services represent?
It relates to general outside legal counsel, trademarks support, human resources related counsel, and litigation. These are recurring activities and consistent with prior years.
Expenses: On page 12, Part IX, line 25, how does the expenses allocation among Program Service Expenses, Management and General Expenses and Fundraising Expenses compare to the prior fiscal year?
For the 2021-2022 fiscal year, the Foundation invested in programmatic activities as outlined in the approved annual plan for that year. During this reporting period we invested 77% in Program Services, 13% in Management & General, and 11% in Fundraising. This represented an increase of 4 percentage points in Program Services and a decrease of 2 percentage points in Fundraising as compared to fiscal year 2020–2021.
Net Assets: Page 14, Part XI is a reconciliation of net assets, can you describe the information it contains?
The reconciliation of net assets summarizes the change to net assets, meaning our total financial holdings including both cash on hand and the investments that make up our financial reserves. It is calculated by adding the Foundation’s revenue that fiscal year (primarily from donations) and subtracting our expenses, such as salaries, insurance, software purchases, and server costs.
The number is also adjusted for accounting differences between what is required in our audited financial statements and what is required by the IRS in the form 990. This adjustment results in an ending net asset balance of $239,351,532, which ties to our audited financial statements.
Per IRS rules, there are also two items from our audited financial statements that are excluded from Form 990 reporting, and thus need to be included as adjustments in this reconciliation. These are:
- Net unrealized gains (losses) on investments (line 5): The Wikimedia Foundation holds our financial assets in a number of different forms, including bonds, stocks and multiple currencies. The value of these investments goes up and down over time, and the 2021-2022 fiscal year was a year where the overall value went down, mostly due to market fluctuations. They are “unrealized” because the Foundation did not sell the assets, and will hold them until they receive positive returns in line with our investment policy. Unrealized gains and losses from investments are not reported within net income under IRS rules. In fiscal year 2021-2022, the Foundation had unrealized losses of $14,172,589 from investments.
- Other changes in net assets (line 9): The $270,873 listed resulted from the return of unused grant funds. Sometimes the Foundation’s grantees do not use all of the grant funds. Under the terms of our grant agreements, unused funds that are not re-allocated to a new grant are required to be returned to the Foundation. In the Form 990, returns of unused grant funds are not reported within net income.
Donated Services: On page 29, Schedule D, Part XI, line 2b, what does donated services and use of facilities represent?
This relates to pro bono litigation services, as well as donated technical and hosting services. The pro bono litigation primarily relates to the Wikimedia Foundation v. NSA lawsuit, from the American Civil Liberties Union (ACLU) and Cooley, LLP. It also includes other pro bono legal services related to employment law as well as Wikimedia Enterprise.
Expenses: What is the purpose of Schedule F, Statement of Activities Outside of the United States (begins at page 31)?
This schedule shows what activities the organization has outside of the United States and how much the expenses are related to those activities. Furthermore, the IRS asks us to break the activities down by region; for example, North America includes Canada and Mexico (but not the U.S. since this schedule is focusing outside of the U.S.), East Asia and the Pacific includes Australia, South Asia includes India. Expenses include payments for services such as bandwidth, contractors, grants to organizations and individuals, etc. Importantly, while these payments account for direct spending for direct expenses in each region, they do not account for the value of services and initiatives in a given region, such as the benefits to readers and editors. The IRS also asks about Fundraising activities. Through our online donations, we receive donations from every region that the IRS lists. We don't show expenses in those regions related to Fundraising because we do not pay individuals or organizations outside of our own staff members to fundraise in regions outside of the U.S.
Grants: 2021 was the first year of grant awards through the Knowledge Equity Fund. How do these grants show up on the Form 990?
The grants awarded do not show up in this year's Form 990, as we established the fund via a grant to Tides Advocacy ($4.5M in FY 2019-2020 and $300K in FY 2021-2022). Tides Advocacy has then dispersed these grants to Knowledge Equity Fund recipients. However, the Foundation will be moving the remainder ($3.2M) of the Knowledge Equity Funds from Tides Advocacy back into the Foundation in Q4 of the current fiscal year 2022-2023.
Grants: On page 43, Part II, there are grants given to the Tides Foundation and Tides Advocacy. What were these grants for?
The $516,650 to the Tides Foundation was the transfer of planned gift donations to the Wikimedia Endowment, which at the time of the transfer was held at the Tides Foundation. This is in alignment with a February 2021 resolution by the Wikimedia Foundation’s Board of Trustees that all planned gifts be remitted to the Wikimedia Endowment, unless explicitly directed otherwise by the donor.
The $300,000 to Tides Advocacy was a grant that Tides administered to support the collective advocacy work done by Wikimedia affiliates in Europe for two years. This grant was given out to Wikimedia Deutschland in order to increase their work on European public policy that promotes free knowledge online. More information on this specific grant is available here.
Staff & Compensation: On page 49, Schedule J, Part II, what do each of the columns represent?
Compensation is broken out into the below categories/columns, per IRS rules:
- B(i) base compensation: this is the base salary compensation.
- B(ii) bonus and incentive compensation: this includes one-time payments made in addition to base salary compensation.
- B(iii) other reportable compensation: this includes life insurance premiums, wellness stipends, and separation payments.
- C retirement and other deferred compensation: retirement 401K matching.
- D nontaxable benefits: this includes health benefits, dental, vision, short and long term disability, and accidental death and dismemberment insurance.
Staff & Compensation: On page 49, Schedule J, Part II, in the executive compensation table, what is represented by the “bonus and incentive compensation” that the executive staff have received on top of their “base compensation”?
The “bonus and incentive compensation” column generally accounts for payments such as one-time supplemental payments for additional responsibilities that a particular individual or role has taken on, signing bonuses, and other payments that are not permanent salary adjustments. For seven months in the calendar year 2021, the Wikimedia Foundation had no Chief Executive Officer. This required additional services beyond their standard responsibilities from the members of the senior leadership team. Instead of a permanent salary adjustment, Amanda Keton, Jaime Villagomez, Lisa Seitz, and Robyn Arville each received a one-time payment of $45-50K for additional responsibilities that they fulfilled during this time. This payment was not made again the following year.
Staff & Compensation: On page 50, Schedule J, Part III, under Supplemental Information, five former employees received severance payments - can you speak more to that?
In FY 2021-2022, the five senior leaders listed left the Wikimedia Foundation under mutual separation agreements, and received the payments listed on this page. According to Volin Employment Law, mutual separation agreements are contracts between an organization and a departing worker which typically involve agreed upon benefits to departing employees such as severance payments and extending healthcare benefits for a given period. These types of agreements and severance packages are common at the executive level, particularly during a period of significant organizational change when many departures take place in a relatively short period of time.
Decisions regarding additional payments for senior leadership are made by the Wikimedia Foundation’s Board of Trustees, and involve administrative input from various sources including legal counsel and human resources experts. The size and components of payments around the departure of a senior leader typically take into account a number of factors, including a leader’s salary, performance, level of responsibility, tenure at the organization, and other services they provide during the transition, in addition to external market conditions for their type of role.
Out of respect for the people involved, and in consideration of the laws and ethics related to sharing human resources information, we can not offer more details about any of the specific payments. We recognize that people have an interest in this topic, and that there will be some questions. However, we ask that you respect that there are real people behind these numbers and that as an employer we are limited in what we can discuss publicly.
For discussions of severance payments in years prior, please see the FAQs for 2015-2016, 2016-2017, and 2017-2018. Note also that as part of the 2023 global guidelines process inside the Wikimedia Foundation, severance payments are now subject to a standardized calculation process.
Staff & Compensation: Why are these amounts listed as severance on page 50 of the Form 990, and yet called mutual separation agreements in the Diff post?
Each person listed on page 50 of the 2021 Form 990 left the Wikimedia Foundation under a mutual separation agreement. It is common practice at large organizations, including non-profits, for executives who depart voluntarily to receive separation payments as part of mutually negotiated agreements. These agreements are approved by the Board of Trustees. The amount and components of executive packages typically take into account a number of factors, including the salary, performance, level of responsibility, tenure at the organization, and other services they provide the Foundation during the transition, in addition to external market conditions for their type of role.
Wikimedia Enterprise: Is Wikimedia Enterprise included in the Form 990?
Yes, Wikimedia Enterprise is a part of the Foundation for U.S. accounting as well as federal tax purposes (see Schedule R in the Form 990). This is the first time Wikimedia Enterprise is being reported in Schedule R, as this is the first fiscal year that Wikimedia Enterprise has revenue. Wikimedia Enterprise revenue is also reported within Part VIII - Statement of Revenue (page 11) on line 5 (royalties for the API subscription) and line 11b (professional services). Wikimedia Enterprise reports more detail in a separate financial report.