Minutes:2024-06-20

June 20, 2024

Location: Virtual

Board of Trustees present: Nataliia Tymkiv (Chair), Kathy Collins (Vice Chair), Lorenzo Losa (Vice Chair), Shani Evenstein Sigalov, Luis Bitencourt-Emilio, Victoria Doronina, Dariusz Jemielniak, Raju Narisetti, Mike Peel, Rosie Stephenson-Goodknight, Jimmy Wales

Board of Trustees absent: Esra’a Al Shafei

Non-Board members present: Maryana Iskander, (Chief Executive Officer), Stephen LaPorte (Secretary; General Counsel), Jaime Villagomez (Treasurer; Chief Financial Officer), Courtney Bass Sherizen (Chief Talent and Culture Officer), Selena Deckelmann (Chief Product and Technology Officer), Lisa Gruwell (Chief Advancement Officer and Deputy to the CEO), Anusha Alikihan (Chief Communications Officer), Yael Weissberg (Vice President, Community Growth), Nadee Gunsaena (Chief of Staff), Chuck Roslof (Principal Legal Counsel), Margo Lee (Deputy Chief of Staff), Rebecca MacKinnon (Vice President, Global Advocacy), Mayur Paul (Senior Director, Movement Communications), Kaarel Vaidla (Lead Movement Process Architect)

Invited guests: Jon Huggett, Matt Thompson

The meeting was called to order at 15:00 UTC. The Secretary confirmed the presence of a quorum.

Welcome, Greetings, and Administrative Actions

Nataliia Tymkiv, Chair, welcomed everyone to the meeting and reviewed the agenda. The consent agenda includes the March 2024 Board meeting minutes; short term extensions for Rosie, Victoria, Lorenzo, and Dariusz to align their terms with the December 2024 Board meeting; and resolutions to reappoint Jimmy and Luis. The Board discussed Jimmy’s and Luis’s candidacy before the June Board meeting. After a motion made by Nataliia and seconded by Rosie Stephenson-Goodknight, the consent agenda was unanimously approved. Nat reminded the Board that the Board committee reports are published with the meeting minutes.

Board Business

Rosie Stephenson-Goodknight, Talent and Culture Committee Chair provided an update on the Talent and Culture Committee. In April, the committee met and reviewed the results of the 2023 Talent and Culture Committee self-assessment survey which included a recommendation to sunset the committee. Committee members discussed the proposal and, overall, supported sunsetting the committee and distributing its responsibilities at the end of the current calendar year.

The responsibilities would be distributed like this:

Executive performance review: to the Executive Committee.
CEO salary recommendations and C-suite salary review: to the Executive Committee.
Performance management process: to the Executive Committee.
Foundation's compensation policy: to the Audit Committee, as part of the annual plan and budget.
Policy discussions on personnel issues: to the Audit Committee.
Ad hoc working groups, as needed, under the Executive Committee.

There will be a formal resolution at the August Board meeting with the plan to disband on December 31, 2024.

Foundation Updates

Maryana Iskander, Chief Executive Officer, provided an overview of the annual plan process over the last three years. The Annual Plan is a summary of the Foundation’s work over the coming fiscal year, and over the past three years it has been consistently centered around four goals that support the movement strategy pillars of knowledge equity and knowledge as a service. During this time, the process to develop the annual plan has included closer consultation and coordination with stakeholders like the Board and community members. Mayur Paul, Senior Director of Movement Communications, shared more details about community feedback and questions during the planning process, including how expanded community outreach led to greater engagement this year over past years. He also shared information about the key themes of feedback and comments shared by contributors during the planning process. This year, outreach during the planning process included an expanded focus on online contributors and on wiki collaboration, including engagement on Village Pumps across languages and projects, not just on Meta. The most engagement was around Product and Technology topics.

Selena Deckelmann, Chief Product and Technology Officer, spoke about centering Product and Technology in the annual plan. In the next year, the Product and Technology department will continue to focus on the Infrastructure goal by working to improve the user experience. For example, this will include focusing on editors with extended rights, adding work around migrating the Graphs extension to a Foundation supported solution, and dedicating a permanent, year-round priority to the maintenance, accessibility and operation of the wiki projects.

Yael Weissburg, Vice President, Community Growth, spoke about the Equity goal being anchored in the strategic direction of the movement. The Equity goal represents shared work across multiple departments at the Foundation, including Product and Technology, Communications, and Legal, to provide community support in several key areas. This goal represents work supporting equitable and effective decision making across the movement, working with communities to support equitable grantmaking and bolster Affiliate fundraising capacity, helping communities close knowledge gaps by making our tools and support systems easier, and deepening connections across the movement.

Stephen LaPorte, General Counsel, discussed the Safety and Integrity goal, which reflects the commitments to protecting people (focusing on safety first) and the projects (focusing on advocating for regulation and public policies in support of the projects). The work of safety and integrity will continue to include close collaboration with other Wikimedia organizations like the Wikimedia Europe.

Courtney Bass Sherizen, Chief People Officer, spoke about the Effectiveness goal, which is focused on the performance and effectiveness of internal processes within the Foundation such as HR and risk management. This goal has kept the same themes as the previous year to allow for deeper progress on specific initiatives and projects. For example, the Wikimedia Foundation has continued to track programmatic expense ratio as fundraising expenses increase.

Jaime Villagomez, Chief Financial Officer, provided an overview of the proposed Fiscal Year 2024-2025 (FY24-25) Budget. As has been mentioned in past Board meetings, the Wikimedia Foundation will continue to diversify revenue from the primary channel of banner fundraising in order to sustain the long term operations of the Wikimedia projects through existing strategies like the Endowment and Enterprise. In addition, in the coming fiscal year the Foundation will also continue to test some new fundraising channels. The goal is to help mitigate the risk of declines in revenue from existing channels. The largest part of the FY24-25 budget is allocated toward the Infrastructure goal to center support for the mission's product and technology needs. And, movement funding is growing faster than the overall growth rate for the Wikimedia Foundation to support the ecosystem of affiliates and volunteers. These investments fit within a budget that’s growing by about 6%. In this budget, the Wikimedia Foundation will be able to maintain a programmatic ratio in line with best practices and maintain reserves.

Trustees were given opportunities to ask questions. Kathy Collins, Audit Committee Chair, noted that the Audit Committee reviewed the materials in advance and thanked the Wikimedia Foundation staff for their support.

After a motion made by Jimmy Wales and seconded by Dariusz Jemielniak, the Board unanimously approved the Wikimedia Foundation 2024-2025 Annual Plan and Budget.

Wikimania Briefing

Mayur Paul gave a brief overview of Wikimania, which will be held in Katowice, Poland in August. The Board expressed gratitude to the Core Organizing Team and the staff team for the work that has gone into preparing for the event.

The Board then met in Executive Session.

Committee Updates

Audit Committee

The next meeting will be Monday, July 29. The Agenda will be:
- KPMG’s presentation of the FY24 Audit Plan
- Approval of the revised Audit Committee charter - The Audit’s charter needs to be updated: to reflect sunsetting of the Talent & Culture committee and shift of certain responsibilities to Audit; and other revisions. The revised Charter will go to the August Board meeting for approval.
- Presentation of preliminary FY24 financial results including investment performance.
- Enterprise Risk Management - an update on risk management monitoring and metrics for financial sustainability and technical vulnerabilities.
- A Business Operations Improvement Update

Executive Committee

The Executive Committee (EC) met on July 22 and finalized the August Board meeting agenda.
The EC also discussed the most recent developments about the Movement Charter, including facilitating a retrospective exercise.
Esra’a provided a confidential human rights update. The meeting ended in a brief Executive Session.
The EC’s charter would need to be updated, to reflect sunsetting of the Talent & Culture committee, and taking on additional responsibilities. Draft of the revised Charter will go to the August Board meeting.

Governance Committee / Board Selection Working Group

The Governance Committee recently launched the BoardSource Board self-assessment survey. Jon Huggett will present the survey findings to the Board in a private Executive Session at Wikimania.
The Board Selection Work Group has continued to meet with Board candidates and hosted a Q&A session on July 26 for candidates to ask questions privately of Trustees. Candidates have been invited to Wikimania to participate in a day long training on August 6, led by Dariusz, Nat, Kathy, Jaime, Jon, Chuck and Margo. Candidates will also participate in a live “lightning talk” style session at Wikimania to present themselves to voters. Hybrid options are available to candidates who cannot attend in person.
Candidates will be invited to an interview with members of the BSWG. The purpose of these interviews is to get to know each candidate better and to also be able to make an informed recommendation to the full Board about each candidate. This has been a standard practice in previous Board selection cycles.

Community Affairs Committee (CAC)

The CAC has continued to work closely with staff to work strategically on Community-related topics and work to improve trust with the community.

Community affairs: The CAC continues to receive updates on different topics such as engaging the movement with annual planning, co-creating fundraising banners with the movement, Movement Strategy, the Movement Charter drafting process, Education, gender etc.
Sibling projects taskforce: The sibling projects task force has been working at monthly meetings. In the future, there will likely be more close collaboration with the Product and Technology Committee.
Movement strategy: The liaisons continued to engage with the MCDC and the CAC discussed various updates around the charter.
Movement events: The CAC continues to oversee Board attendance at movement events both online and in person ensuring continuous connection between Trustees and the movement. Trustees are asked to share their reflections after each event.
Communications and Engagement: The last Open Conversation with Trustees was on June 27 and the next one is in person at Wikimania. The CAC led the creation of the Wikimedia Foundation Bulletin - on establishing a regular communication on highlights from the Wikimedia Foundation's technical work, work with communities and affiliates, as well as other stakeholders like readers, donors, regulators, the media and the public.

Product & Technology Committee

The Product and Technology Committee met in July and heard several updates from staff and Trustees regarding progress against the current year’s Annual Plan. Selena shared information on shipping more impactful features for editors with extended rights, ensuring better measurements and metrics for decision making going forward by investing in our data infrastructure and experimenting with product features that reach future audiences.
Selena shared an update on the Product and Technology Advisory Council, noting that recruiting has started.
The PTC also discussed the Sister Projects Task Force (SPTF) and agreed there should be more overlap with PTC. PTC and the Community Affairs Committee will work together more closely in the future, including having Selena join more SPTF meetings in the future.