Resolution:Executive Director/CEO compensation adjustments

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Resolutions Resolution: Executive Director/CEO compensation adjustments Errors?
This resolution was approved on June 27, 2019.


Whereas, the Board, in determining the reasonableness of the compensation and benefit terms for Executive Director/CEO of the Wikimedia Foundation, has independently:

(A) Obtained and reviewed a summary of comparability data, a copy of which is attached to this resolution, regarding the compensation of persons in comparable positions of leadership with similarly situated charitable organizations, trade associations, and for-profit technology companies, recognizing the unique demands placed on the Executive Director/CEO due to the nature of the Foundation’s mission and the scope and impact of the Foundation’s programmatic activities (e.g., hosting Wikipedia);

(B) Considered the duties, expectations, and performance in the role of Executive Director/CEO; and

(C) Considered the exceptional and extensive qualifications, expertise, and experience of the Executive Director/CEO; and

Whereas, the Board has reviewed and discussed the documents attached to this resolution as necessary, and none of its trustees has a conflict of interest with respect to this transaction;

Now, therefore, it is:

RESOLVED that the Board hereby ratifies and approves the Wikimedia Foundation’s employment of Katherine Maher under the terms and conditions of the employment agreement with the proposed adjustments in salaries and benefits, as well as standard welfare benefits consistent with applicable federal tax law and the employment policies of the Foundation.

Approve
Maria Sefidari (Chair), Christophe Henner (Vice Chair), Dariusz Jemielniak, James Heilman, Nataliia Tymkiv, Raju Narisetti, Esra'a Al Shafei, Jimmy Wales, Tanya Capuano, and Lisa Lewin

References

(On file with the Secretary)