In response to ongoing questions from Wikipedia volunteers about Sue Gardner's $300,000+ compensation in the 2014 calendar year (see the Signpost's special report last month), Wikimedia Foundation board chair Patricio Lorente provided an additional explanation in an email to the Wikimedia-l mailing list, which shed some more light on the matter: it turns out that Sue Gardner was promised and received a $165,000 bonus to make her stay on until a successor could be found. This bonus, paid at the end of her tenure in 2014, accounted for more than half her compensation in the 2014 calendar year.

Patricio's email is quoted here in full:

Hi all,

We’ve heard your questions and want to address them broadly, as well as provide more information about the breakdown of Sue’s compensation during this time. We understand the confusion related to this recent 990, given the period it covers, and the aggregate amounts it reports. Below you’ll find additional information about the nature of our contract with Sue, the timeframe, and her work and compensation. I expect this will help resolve this conversation. As Chair, I am completely comfortable with all terms. Sue was a great ED and brought real value in exchange for her compensation.

==

Background

In re-reading Jan-Bart’s original email [1] where he stated that Sue was staying on as an advisor, it isn’t explicit that this was a paid position. We should have been more clear on this point. It is understandable that people wonder why Sue was not listed on the page of staff and contractors. However, everyone listed on the staff and contractors page report up to the ED. Sue did not report to the ED; she was accountable to the board chair. That's why she was not on that page.

On the issue of compensation: We handled Sue's compensation the same way we do with other individuals: it is disclosed in the 990 as appropriate, and not elsewhere. That's our normal practice. This is true for a variety of reasons, including the fact that the results are certified through our external auditors. Other reasons include that it is a transparent mechanism, consistent with other large charitable organizations, and a matter of permanent, public record. The Foundation also wouldn’t normally announce the salary or contract compensation at the time of bringing someone on; that includes special advisors.

We also don’t usually share the specific details of people’s compensation beyond what is published in the 990. However, the 990 can be confusing, especially when compensation levels change mid-year, and so in this case we (including Sue) are happy to clarify the specifics.

Timeframe

One point of confusion is for the period this compensation covers. This is reasonable, this confused even some of us involved in preparing this response. Although the majority of activities reported on the Form 990 cover the Foundation’s fiscal year (specifically, the six months between July 1, 2014 - June 30, 2015), the IRS requires that details about compensation for certain highly-paid individuals are for the full calendar year in which the fiscal year begins or ends. So all the executive compensation reported is for twelve months, from January - December 2014, even though some of it it falls outside the fiscal year reporting (July 1, 2014 - June 30, 2015).

Since Sue was on payroll during the 2014 calendar year, this means that the 990 contains her total compensation for the whole year, includes Executive Director salary, bonus, and special advisor work, at differing levels throughout that period.

Total compensation

The total compensation ($301,341) reported in the 2014 990 form is broken into three areas:

(1) Compensation for her role as Executive Director during the 2014 calendar year (January 1 - May 31 2014): $107,174

This number is Sue’s regular compensation as full-time Executive Director, before the appointment of the new ED. This is for the 2014 calendar year period of January 1 - May 31, 2014. It does not include compensation for any of her efforts following May 31, 2014.

(2) Retention bonus to compensate Sue for lost opportunities during the transition period: $165,000.

Sue informed us of her intent to step down in March of 2013, but agreed to stay on until a new ED was identified. In August 2013, the Board of Trustees approved a one-time retention bonus to compensate Sue for lost opportunities and for her willingness to remain with the Foundation during an important transitional period. Sue continued to serve as Executive Director for more than a year after announcing her resignation, even though she could have sought opportunities elsewhere. In addition to her other ED responsibilities during this time, she led the creation of a transition plan for the new Executive Director and supported the search process.

The Board discussed this agreement with Sue over a few months before reaching the agreement in August. This is a standard practice used to compensate individuals for lost opportunities and ensure organizational stability during transitional periods. The Board and Sue agreed she would receive this retention bonus after the new ED had started.

(3) Compensation as Special Advisor between June 1, 2014 - December 31, 2014: $29,167.

Sue agreed to serve as Special Advisor to the Foundation for a term of one year after the new ED started, from June 1, 2014 - May 31, 2015. The Board felt that it was important to have Sue’s knowledge and experience at hand to support the Foundation as it went through an executive transition. In general, it is good practice to make sure that there is the ability to draw on the expertise of an experienced former executive: in this case, someone who grew the organization from a few people to more than 200.

Sue’s total compensation for her role as Special Advisor was $50,000 per annum, $29,167 of which was reported during the 990 period. This is a small proportion of the total amount reported, as compared to compensation as ED and the retention bonus.

In June of 2015, the Board of Trustees extended Sue's term as Special Advisor for another year, amounting to an additional $50,000. Her term ended May 31, 2016. The compensation for this period is unlikely to be reported in the next 990, as it is much lower than the threshold for reporting. However, Sue has agreed to disclose this total, given the interest in her role as Special Advisor.

We realize this is complex, so to summarize: From January 1 2014 to May 31 2014 Sue was the ED and received her normal salary. When Sue left her position as ED we gave her a one-time bonus of $165,000, to compensate her for staying on during a long transition period. From June 1 2014 until December 31 2014 she received $29,167 intended to compensate her for advising the Board after the new ED started. These are the numbers reported in the 990. Since then, she received a total of $70,833 for work as a special advisor over a period of 17 months (January 1 2015 - May 31 2016).

Other questions

As Special Advisor, Sue reported to the Chair of the Board: first Jan-Bart, then myself. We did not ask Sue to produce a final report on her work as Special Advisor. Her contract did not require it, and we didn’t see any reason for her to create one. Sue was in regular contact with the ED, Chair, and Trustees throughout this period, and we are satisfied that the terms of the contract were met appropriately.

Questions have also been raised about the number of hours spent by Sue during this period. The 990 reports that Sue worked 40 hours per week, which reflects her work while she was Executive Director. Forty hours per week is the standard, full-time employment threshold in the United States; most employers do not track the hours of salaried employees beyond these 40 hours. Sue often worked many more than 40 hours per week during her time as Executive Director. Once Sue transitioned into a consulting role, her hours varied. She consulted on an as-needed basis, sometimes as little as a few hours a month, sometimes many more.

==

Sue’s special advisor status with the Foundation ended on May 31, 2016, and she is no longer on contract with the Foundation or receiving any compensation from it. However, many of the Trustees and Foundation staff continue to maintain close personal relationships with Sue. She played a critical role in developing the Foundation and the movement, and will always be welcome among us. We thank her again for her time and efforts on behalf of our mission, and we are grateful for her continued support and advocacy on our behalf.

We would also like to thank Sue for her willingness to being completely transparent about her compensation here. Many people find this information sensitive. We appreciate that she has said she doesn't mind.

I hope this answers more of your questions, and addresses any confusion.

Patricio

[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2014-May/071458.html

The further clarification provided was generally welcomed by contributors to the mailing list discussion.

The Signpost also asked Patricio Lorente whether Lila Tretikov, who stepped down as executive director at the end of March 2016 after months of public controversy (see previous Signpost coverage), received a similar kind of bonus upon leaving and whether she is currently employed by the Wikimedia Foundation as a special advisor or in any other capacity.

Patricio advised us as follows:

As I mentioned in my email to Wikimedia-l "Clarifications on 2014 Form 990," we disclose compensation in the 990 as appropriate, but we don't disclose it elsewhere or at other times. This is our normal practice, and recent leadership transitions will not change this. We will publish the 990s for 2015 and 2016, during which Lila was with the WMF on our normal schedule. They'll include the composition of all officers of the organization as appropriate, including the Executive Director. Lila is not currently employed by the WMF, as a special advisor, or in any other capacity.

As things stand, further details on Lila Tretikov's compensation upon leaving will thus only be known when the 990 form for the 2016 calendar year will be published, probably around this time of the year in 2018.

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