Wikimedia Foundation Audit Committee/2025-02-26
Wikimedia Foundation Audit Committee Meeting
February 26, 2025
Location: Virtual
10:00 - 11:30 am PST
18:00 - 19:30 UTC
Participants
Committee Members Present
Audit Committee Chair: Kathy Collins
Audit Committee Members: Esra’a Al Shafei, and Luis Bitencourt-Emilio
Audit Committee Alternates: Christel Steigenberger, Maciej Nadzikiewicz and Mike Peel
Audit Committee Advisors: Michael Snow, Tanya Capuano, Julian Singh
Non-Committee Members Present
WMF Chief Executive Officer: Maryana Iskander
Board Trustees: Victoria Doronina, Lorenzo Losa, and Shani Evenstein*
Staff Liaison: Jaime Villagomez
Other Staff: Aeryn Palmer, Courtney Bass Sherizen, James Baldwin, Nadee Gunasena, Kira Sargatzke, Helen Pang, Shelby Langan, Lisa Gruwell, Amy Vossbrinck, Jacob Rogers, Rebecca MacKinnon, Stephen LaPorte, and Sheetal Puri
Guest: Mayree Clark, Wikimedia Endowment Board Member
- All trustees were invited to attend the Audit Committee Meeting to hear the enterprise risk discussion.
The meeting convened at 10:03 am PST.
Kick Off and Approval of December 2, 2024 Minutes
Move to approve the December 2, 2024 Audit Committee minutes: Tanya Capuano
Seconded: Kathy Collins
Unanimous approval by voting members.
Welcome New Audit Committee Members and Foundation Staff
Kathy Collins, Audit Committee Chair, welcomed new Audit Committee Voting Members, Esra’a Al Shafei, Luis Bitencourt-Emilio; new Audit Committee Alternates: Christel Steigenberger, Maciej Nadzikiewicz; Wikimedia Foundation Staff and Visitor Mayree Clark, Wikimedia Endowment Board Member.
Enterprise Risk Management Update from U.S. Response Working Group
Presented by Stephen LaPorte, General Counsel Reviewed the activities of the U.S. Response Working Group.
Budget Envelope and Annual Planning & Progress (APP) and FY 25 Update
Presented by James Baldwin, Senior Director of Finance, Lisa Gruwell, Chief Advancement Officer, and Courtney Bass Sherizen, Chief People Officer.
The Foundation is currently in a healthy financial position. As of our most recent financial projections, the working capital reserve is expected to remain within the 12 - 18 month target. For FY 2025, We are projecting a budget surplus of approximately $8.8M. The Foundation's 77% programmatic ratio has been maintained to date.
Revenue
Presented by Lisa Gruwell, Chief Advancement Officer Revenue has been growing by 5% each year; driven primarily by recurring donor revenue, Wikimedia Enterprise, and Endowment contributions to the Foundation. Recurring Donations: The Foundation now has over one million recurring donors. These recurring donations are increasing as a percentage of all donations and the average gift is on the rise. Wikimedia fundraising emails continue to perform well above 2024 industry benchmarks in terms of deliverability, open rates and click through rates. The Foundation is beginning to experiment with direct mail (surface mail) donation requests. Major gifts have declined somewhat in the first half of the fiscal year but are recovering. Wikimedia Enterprise: Income from Wikimedia Enterprise has grown this year. It is anticipated that policy and technical changes will make it possible to increase the revenue generated by Wikimedia Enterprise. More discussion of these changes is expected in March. Endowment Contributions: The Endowment is projected to provide $5.6M to the Foundation including $3.3M for project funding and $2.3M for operating support costs.
Revenue growth for FY 25 - 26 is projected at 6%. There was discussion about what assumptions the Foundation made about new donors.
Expenses
Presented by James Baldwin, Senior Director of Finance, and Courtney Bass Sherizen, Chief People Officer. The projected budget envelope for FY25-26 is $207.5 million. Outside of the budget envelope,The Foundation is considering potentially using 1 - 2% of its working capital reserve, if needed, to fund non-recurring activities such as Wikimedia Connect and the campaign around Wikipedia’s 25th birthday.
The proposed budget would maintain the working capital reserve within the Foundation’s 12 - 18 month target and the programmatic ratio at 76 - 77%. The Foundation is planning to increase direct support for the movement, through grant making and movement support by +11%. The budget plan assumes compensation increases by 4.5%
The budget envelope as currently projected, would allow for $4-5M in incremental investments, which are being defined in the Annual Planning process.
Working Capital
Presented by Shelby Langan, Accounting Principal Per the Board resolution of June 2022, the Board will review the working capital reserve level and target at least once every three years. It is proposed that the Foundation maintain the target of 12 - 18 months. The Foundation has maintained a 17-month reserve for the last few years. The Audit Committee will be asked for their approval of this proposal and recommendation to the Board for their approval in June as part of the budget discussion.
Form 990 Plan and Timeline for FY 23 - 24
Presented by Shelby Langan, Accounting Principal The Form 990 FY 23 - 24 timeline and notable areas were reviewed. The Audit Committee will review and approve the Form990 at the April meeting.. A FAQ document will also be prepared. There was a brief discussion about plans to change the average hours per week that trustees who are chairs spend on board-related work.
The meeting closed at 11:25 am PST.
Respectfully submitted: Amy Vossbrinck
Executive Session
An Executive Session was held and attended by the following participants: Kathy Collins Jaime Villagomez Esra’a Al Shafei Luis Bitencourt- Emilio Maciej Nadzikiewicz Christel Steigenberger Mike Peel Maryana Iskander
APPENDIX: PASSED RESOLUTIONS
Resolution: Minutes Approval, February 26, 2025
RESOLVED, that the Audit Committee hereby approves the minutes from the December 2, 2024 Audit Committee meeting.
Move to approve minutes: Tanya Capuano
Seconded: Kathy Collins
Unanimous approval by voting members. Kathy Collins, Esra’a Al Shafei, and Luis Bitencourt-Emilio