Minutes:2024-12-11

Location: Virtual

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

Non-Board members present: Maryana Iskander (Chief Executive Officer), Jaime Villagomez (Chief Advancement Officer, Treasurer), Anusha Alikhan (Chief Communications Officer), Courtney Bass-Sherizen (Chief People Officer), Selena Deckelmann (Chief Product and Technology Officer), Nadee Gunasena (Chief of Staff), Margo Lee (Deputy Chief of Staff), Mayur Paul (Senior Director, Movement Communications), Chuck Roslof (Principal Legal Counsel), Lisa Seitz Gruwell (Chief Advancement Officer), Kaarel Vaidla (Lead Movement Process Architect), Yael Weissburg (Vice President, Community Growth), Aeryn Palmer (Deputy General Counsel), Amanda Bittaker (Chief of Staff to the Chief Product and Technology Officer), Jorge Vargas (Director of Community Partnerships), Marshall Miller (Senior Director of Product, Core Experiences), Rebecca MacKinnon (Vice President, Global Advocacy), Tajh Taylor (Vice President, Data Science and Engineering)

Invited guests: Jon Huggett

Consent Agenda

At 15:55 UTC, the Board meeting was called to order. Chuck Roslof, acting as Secretary, confirmed the presence of a quorum. After a motion made by Rosie Stephenson-Goodknight and seconded by Jimmy Wales, the Board unanimously approved the consent agenda. The consent agenda consisted of approving the minutes from the August 2024 Board meeting, recognizing Wikimedia Brasil as a new chapter, and renewing the appointments of Victoria Doronina and Lorenzo Losa as Trustees.

Strategic Topics

Maryana Iskander, CEO, and members of the Wikimedia Foundation staff provided updates on several areas of the Foundation’s work, focusing on strategic planning efforts in three priority areas: the financial model, product and technology, and roles and responsibilities within the Wikimedia movement.  

Lisa Gruwell, Chief Advancement Officer and Deputy to the CEO, discussed the financial model, highlighting the future opportunity and trade-offs of each one of the current revenue streams (online fundraising, Enterprise, Endowment) in order to sustain the Wikimedia projects in perpetuity.

Selena Deckelmann, Chief Product and Technology Officer, highlighted some of the changes the Product and Technology Department has been able to make in the last two years, including shipping quality features faster. She also discussed balancing the priorities that straddle immediate, short-term needs of the projects while taking a multi-generational view of Wikipedia for decades to come.

Maryana provided an update from the Board Governance Committee since the August 2024 Board meeting at Wikimania.  The Board Governance Committee has been meeting monthly to discuss progress made on three pilot experiments to shift more responsibility to key movement stakeholders, as well as the next steps mapping the path forward from movement charter discussions. The mapping exercise results will be published in February.

Board Business

Nataliia Tymkiv, Chair, noted that the Board met in an Executive Session to discuss the candidacies of Lorenzo Losa, Victoria Doronina, Christel Steigenberger, and Maciej  Nadzikiewicz, who received the most support in the 2024 nomination process for Community- and Affiliate-selected Trustees. Each candidate was also vetted through a background check and signed the appropriate paperwork. Maciej and Christel were excused from this portion of the meeting. After a motion made by Victoria and seconded by Kathy Collins, the Board unanimously approved appointing Christel Steigenberger to the Board of Trustees. After a motion made by Dariusz Jemielniak and seconded by Kathy, the Board unanimously approved appointing Maciej Artur Nadzikiewicz to the Board of Trustees. Christel and Maciej rejoined the meeting.

After a motion made by Jimmy and seconded by Kathy, the Board unanimously approved the Committee Membership, December 2024.

The non-Board members and guests were excused, except for Maryana Iskander, Chuck Roslof and Margo Lee.  The Board discussed the Chair-Elect role as part of good governance practices and succession planning. Nataliia’s term on the Board expires at the end of 2025, by which time a new Chair will need to be selected. This gives time for onboarding, learning about the duties of the Board Chair, and developing closer relationships with the leadership team at the Foundation. This is a new practice for the Foundation Board. The Executive Committee made a unanimous recommendation to approve Lorenzo as the Chair-elect of the Board of Trustees. Lorenzo was excused during this discussion. After a motion made by Nataliia and seconded by Shani, the Board unanimously approved Lorenzo Losa as Chair-Elect of the Board of Trustees.