Wikimedia Foundation Audit Committee/2025-12-18
Wikimedia Foundation Audit Committee Meeting December 18, 2025 Location: Virtual
9:00 - 10:30 am PST
17:00 - 18:30 UTC
Participants
Committee Members Present: Audit Committee Chair: Kathy Collins (Executive Session) Audit Committee Members: Luis Bitencourt-Emilio (Executive Session), Raju Narisetti (Executive Session) Audit Committee Alternates: Bobby Shabangu (Executive Session), Michal Buczynski (Executive Session), Maciej Nadzikiewicz (Executive Session) Audit Committee Advisor: Michael Snow
Non-Committee Members Present: Board Chair: Lorenzo Losa (Executive Session) Staff Liaison: Jaime Villagomez (Executive Session) Other Staff: Kira Sargatzke, Helen Pang, Shelby Langan, Lisa Gruwell, Charles Roslof, James Baldwin, Amy Vossbrinck, Dhaval Patel, Maggie Dennis, Stephen LaPorte (Executive Session)
Board Member/Guest: Mike Peel, Mayree Clark (Executive Session)
Kathy Collins opened the meeting at 9:02 am PST
Welcome to Bobby Shabangu and Michal Buczynski recently elected Board Members and Audit Committee Alternates. Thank you to those continuing on the Committee, and to Mike Peel and Nataliia Tymkiv who are leaving the Board of Trustees.
Moved to approve the September 30, 2025 Audit Committee Minutes: Kathy Collins
Seconded: Luis Bitencourt-Emilio Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, Raju Narisetti via email (as he joined the meeting after this vote took place).
Investments Mid-Year Performance and Environment, Social and Governance (ESG)
Presented by: Shelby Langan (Technical Accounting & Financial Accounting Principal) and Dhaval Patel (Principal Investment Manager)
This presentation provided the Audit Committee with an update regarding: Investment Policy Compliance and Supporting Financial Sustainability Equity Allocation and Portfolio Rebalancing ESG (Environmental, Social and Governance) Scoring Status
Investment Policy Statement (IPS) Compliance and Supporting Financial Sustainability
The Investment Portfolio has maintained its IPS compliance including its targeted asset allocations, as prescribed by our IPS. The Investment Principal also presented our Operating Fund and investment portfolio performance compared to their respective benchmarks. The Foundation’s Operating Fund which is composed of cash and cash equivalents has slightly outperformed its benchmark. The Short-Term Fund composed of fixed income has slightly outperformed its benchmark. The Long-Term fund composed of fixed income and equities has underperformed their benchmarks primarily due to our move to reduce our equities exposure that has a higher yielding benchmark than our fixed income securities.
New Committee Members were encouraged to read the Foundation’s Investment Policy.
Equity Allocation and Portfolio Rebalancing
The Finance team presented to the committee the investment balances as of November 2025. The investment balances now reflect the Foundation’s conformance to the equities target of 15%, which was approved by the Audit Committee during the September committee meeting. The Finance team also presented the process for ongoing portfolio monitoring and rebalancing,, including monthly monitoring and forecasting, fundraising cycles, fixed income maturities, and alignment with annual planning.
ESG (Environmental, Sustainability, and Governance) Investment Policy Awareness
The Finance Team presented the ongoing efforts by Bank of America, the Foundation's financial advisor, to replace their third party source for ESG ratings. These ratings are used to assist our efforts to monitor overall ESG portfolio trends. The new ESG rating sources are Morningstar and Bloomberg. Bloomberg scores companies based on how well they manage material sustainability issues. Morningstar measures the degree to which a company’s value is at risk due to environmental, social, and governance factors.
Financial Results Update
Presented by James Baldwin (Senior Director of Finance Strategy and Planning) and Lisa Gruwell (Chief Advancement Officer and Deputy to the CEO) Full Year Projection Update
Net Surplus and Working Capital Reserve James and Lisa presented a full year projection based on results to date and preliminary estimates for the Big English Campaign. The main fundraising campaign for the year (the Big English Campaign) is underway. The majority of the Foundation’s revenue comes from English speaking countries. It is anticipated that the goal for the campaign will be reached by the end of December. As an outcome of these estimates, the Foundation is on track to generate a surplus, rather than the (-$1M) budgeted deficit. The projection for the full year will be revised after the results of the Big English Campaign have been analyzed. It is also estimated that the working capital reserve will remain at the higher end of our governance range of 12 to 18 months of operating expenses, at approximately 16 to 17 months. The Foundation has increased both its investment income and Wikimedia Enterprise full year projections. The investment income projection of +$4M is a result of taking advantage of higher rates and realized gains from rebalancing the portfolio. Wikimedia Enterprise has signed several new contracts that will further grow our revenue by +$3.8M in FY 2026.
Lisa described a significant decline in page views and its impact on banner impressions and donations. Banner impressions is our primary strategy to attract new donors, and accordingly, ongoing declines in page views pose a risk to current and future donation revenue. While the Foundation’s fundraising team is implementing tactics to offset new donor acquisition challenges, we believe that these declines will continue to negatively impact new donor acquisition.
EXPENSE: +2% (+$4.8M)
The Foundation has increased its full year expense projection to +2% over budget. This increase can be attributed primarily to higher personnel expenses than budgeted due to the increase in the cost of non-US denominated currencies and lower than budgeted personnel attrition. Additionally, we have increased our spending in ongoing government affairs advisory services.
Annual Plan and Budget Process & Governance for FY26-27
Presented by James Baldwin (Senior Director of Finance Strategy and Planning)
The presentation focused on aligning the Foundation's Annual Planning and Budgeting process so that work plans and resources support the organization’s long-term goals while managing risk and maintaining financial sustainability. The Annual Planning process includes multiple points of board engagement to seek their feedback and ensure that our plan directly supports the mission and 3 goals: Infrastructure, Volunteer Support and Effectiveness. Contains sound and achievable revenue and expense projections Has appropriate mitigation against financial and operational threats. Upcoming Timeline and Milestones: The organization is entering a critical phase of strategic planning, budgeting, and community engagement. Key activities include:
February: The Audit Committee will review the multi-year financial plan, scenario modeling results, and the initial budget envelope, including potential prioritization trade-offs.
March: The APP convening (Annual Planning Process) will take place to align the organization on initial priorities and identify dependencies and risks.
April - June: Dedicated to detailed planning in parallel to community engagement and consultation.
May - June: The detailed budget will be presented to the Audit Committee in May, followed by final Board approval of the annual plan and budget in June.
Enterprise Risk Management (ERM) Safety and Security Working Group
Presented by: Helen Pang) Controller,Vice President); Maggie Dennis (Vice President of Community Resilience & Sustainability); and Stephen LaPorte (General Counsel)
In response to the increasing safety and security risk at Movement Community events, a safety and security cross department working group was created. The safety risk at the most recent WikiCon North America clearly amplified the need for a responsive strategy and plan for Movement Community events. The working group has taken the following actions to review risks, allocate risk ownership, and strengthen coordinated oversight.
Immediate actions have been taken which include: Updated on the ground security protocols for all in-person events planned to date. Enhanced safety measures have been implemented. Confidential Trust and Safety Protocols have been put in place.
On going work includes: Provisions added to grant agreements to provide support and funding for community funded events are being reviewed for inclusion for the February grants. And an additional question has been added to the grant application on consideration of safety risks. Event safety and security guidelines will be included in all Foundation sponsored events. There will be increased coordination between the movement community and the Foundation for attendee screening and event bans.
The Finance & Administration team has met with several safety and security experts who can conduct a safety threat assessment and create a risk and safety framework, and expects to complete vendor selection in January.
Meeting adjourned by Kathy Collins at 10:22 am PST and convened the Executive Session.
Executive Session Kathy Collins Raju Narisetti Luis Bitencourt-Emilio Maciej Nadzikiewicz Lorenzo Losa Bobby Shabangu Michal Buczynski Stephen LaPorte Jaime Villagomez Mayree Clark
APPENDIX: PASSED RESOLUTIONS
Resolution: Minutes Approval, December 18, 2025
RESOLVED, that the Audit Committee hereby approves the minutes from the September 30, 2025 Audit Committee meeting.
Move to approve minutes: Kathy Collins Seconded: Luis Bitencourt-Emilio Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti (via email).