Wikimedia Foundation Audit Committee/2025-05-28

Wikimedia Foundation Audit Committee Meeting

May 28, 2025

Location: Virtual

10:00 - 11:30 am PST

17:00 - 18:30 UTC

Participants

Committee Members Present:

Audit Committee Chair: Kathy Collins

Audit Committee Members: Luis Bittencourt-Emilio

Audit Committee Alternates: Christel Steigenberger (served as voting member in place of Esra'a Shafel), Maciej Nadzikiewicz

Audit Committee Advisors: Michael Snow

Non-Committee Members Present:

WMF Chief Executive Officer: Maryana Iskander

Staff Liaison: Jaime Villagomez

Observer: Nataliia Tymkiv

Other Staff: James Baldwin, Kira Sargatzke, Helen Pang, Shelby Langan, Lisa Gruwell, Amy Vossbrinck, Stephen LaPorte, Jacob Rogers, Dhaval Patel, Paloma Thombley, and Courtney Bass Sherizen

Guest: Mayree Clark, Wikimedia Endowment Board Member

Kathy Collins opened the meeting at 10:01am PDT.

Kick Off & Approval of the April 21, 2025 Minutes

Moved to approve the April 21, 2025 Audit Committee minutes: Kathy Collins

Seconded: Christel Steigenberger

Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Luis Bittencourt-Emilio.

Committee Recommendation of Annual Budget FY 25-26 Presented by James Baldwin, Senior Director of Finance Strategy and Planning

James presented the proposed annual budget for FY 25 - 26. The annual budget reflects: Revenue of $207.5 M, growing at 3% above FY 2025 projected results. The breakdown is as follows:

Online fundraising and major gifts represent 89.5%

Enterprise, WM Endowment distribution to WMF, and investment income represent 10.5%

Expense of $208 M, growing at a rate of 11% over FY 2025 projected actual results Resources the Foundation’s goals as outlined in the Annual Plan:

47% on Infrastructure

29% on Volunteer Support

24% on Effectiveness

Modest increase in staff growth from 614 to 651 FTE.

There was discussion of the 11% growth in expenses. James explained that the budget funds our high-priority investments including:

Grows our direct Movement funding by +11%.

Uses $1M (~0.5%) of the reserve to fund the strategic one-time Wikipedia @ 25 campaign.

There was discussion about how the budget effectively manages risk, by ensuring that it is positioned to manage the following potential risks:

Litigation & Regulatory and Policy & Reputation Threat Response: In response to increasing threats, we are increasing internal staffing and outside support for our legal and advocacy work.

Opportunity Funds/Risk Pools: These are funds we include in the budget and are unallocated to a specific purpose. We’ve allocated pools across our departments and the Foundation to allow us to respond to emerging risks and opportunities.

Maintain Working Capital Reserve 12-18 months to manage larger risks. This gives us sufficient runway to respond to an unexpected budget shortfall and/or make significant structural changes.

There was discussion about the trend of a decline in the number of months covered by the reserve. The Audit Committee agreed that there should be a resolution for the Board recommending that the capital reserve target range of 12-18 months be maintained. The Foundation will be doing financial modeling related to new and emerging regulatory and economic risks to financial sustainability and how they might impact the reserve.

Moved that the Audit Committee recommend Board approval of the Wikimedia Foundation FY 25-26 Annual Budget: Kathy Collins

Seconded: Christel Steigenberger

Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Luis Bittencourt-Emilio.

High Risks-Enterprise Risk Management FY 25-26

Presented by Helen Pang, Vice President/Controller and Jacob Rogers, Associate General Counsel

Helen and Jacob presented the High Risk Narrative to the Committee to gain trustee feedback regarding the narrative prior to the Board meeting in June. The High Risk Narrative maps the key high risk areas. An overview of these high risk areas was presented by Helen and Jacob and a discussion with the Committee ensued. In response to a question from the Committee about how risks and key metrics were tracked, the Vice President/Controller and Associate General Counsel described the Foundation’s management process for engaging with risk owners. Risks and mitigation strategies are widely discussed by Foundation management, and risk owners are aware of how their mitigation strategies are working as intended.

Integrity Trends and People & Culture Updates

Presented by Courtney Bass Sherizen, Chief People Officer and Paloma Thombley, Vice President/People Experience

Courtney addressed two complaints that required investigation in the past year. She then described that the reporting on complaints will become part of the annual Integrity Report beginning in July 2026. The Annual Integrity Report will include high-level aggregated and anonymous data and analysis on complaints, policy and values violations, and attrition, as well as trends year over year and focus areas looking ahead. The Foundation has a new case management system that will feed the Integrity Report. Going forward it is planned that the Annual Integrity Report from the previous fiscal year will be shared with the Audit Committee each July (beginning in 2026).

Courtney presented results from the most recent Equity and Inclusion Survey of Foundation staff: The Foundation’s Key Scores continue on an upward trend. In the past three full surveys, there have been incremental increases on the Engagement and Belonging scores (from 73% in 2022 to 78% in 2024, and from 70% to 77% respectively).

The highest scoring questions have remained consistent, indicating areas of strength for the Foundation that we should continue to build on: staff are proud to work for the Foundation (94%); know how their work contributes to our goals (92%); hold themselves accountable for results (88%); feel part of a team (86%), and, moving from the 6th score last year to the top 5 in 2024, support colleagues and ask for help (83%).

The lowest scores show us where the Foundation should focus, including: people repairing harm when they cause it (51%), APP helping us meet our work goals (51%), understanding how our Values are used in our performance processes (52%), expressing a contrary opinion without fear (56%) and internal collaboration (56%), though improved, should remain a focus for further work.

Advisory Member Renewal

Julian Singh and Tanya Capuano have made the decision not to renew as Advisors to the Audit Committee. Michael Snow spoke to his interest to renew and the experience he brings.

Michael Snow temporarily left the meeting at 11:06 am

Moved to renew Michael Snow as an Advisor to the Audit Committee: Luis Bittencourt-Emilio

Seconded: Kathy Collins

Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Luis Bittencourt-Emilio.

Michael Snow rejoined the meeting: 11:10 am

Commercial Sales & Contracts Policy

Presented by Shelby Langan, Accounting Principal

The Commercial Sales & Contracts Policy proposal, previously presented to the Committee, was presented to the Committee to gain the Committee’s feedback. The Committee discussed the key policy provisions including:

Board reporting and notification provisions for new commercial sales contracts,

Audit Committee monitoring of the % of annual total revenue derived from commercial sales, and contracts and the provision to not to exceed 30% of total annual revenue.

There was discussion about what requires board notification because of the nature of the contract or transaction and what annual reporting should be required. The Committee provided the Foundation with suggested changes to the policy, these changes will be incorporated into the policy and the revised policy will be redistributed to the Committee for final review. Kathy and Shelby explained that this policy does not require Board or Committee approval.

Meeting concluded at 11:21 am PDT

Executive Session

An Executive Session was held to discuss benchmark data that is tracked in the context of setting executive compensation and attended by the following participants: Luis Bittencourt-Emilio. Kathy Collins Maryana Iskander Maciej Nadzikiewicz Christel Steigenberger Courtney Bass Sherizen Paloma Thombley

Respectfully submitted: Amy Vossbrinck

APPENDIX: PASSED RESOLUTIONS

Resolution: Minutes Approval, May 28, 2025

RESOLVED, that the Audit Committee hereby approves the minutes from the April 21, 2025 Audit Committee meeting.

Move to approve minutes: Kathy Collins

Seconded: Christel Steigenberger

Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Luis Bittencourt-Emilio.

Resolution: FY 25 - 26 Recommendation that the Board Approve the Wikimedia Foundation Annual Budget, May 28, 2025

RESOLVED, that the Audit Committee hereby recommends that the Board approve the Wikimedia Foundation FY 25-26 Annual Budget

Move to recommend Board approval of the FY 25 - 26 Wikimedia Foundation Annual Budget: Kathy Collins Seconded: Christel Steigenberger Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Luis Bittencourt-Emilio.

Resolution: Michael Snow to be renewed as an Advisor to the Audit Committee:

RESOLVED, that the Audit Committee hereby confirms the renewal of Michael Snow as an Advisor to the Audit Committee for an annual term of July 1, 2025-June 30, 2026

Move to approve Michael Snow’s renewal as an advisor to the Audit Committee: Luis Bittencourt-Emilio

Seconded: Kathy Collins

Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Luis Bittencourt-Emilio.