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Golden parachutes: Record severance payments at Wikimedia Foundation

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By Andreas Kolbe
Katherine Maher received a severance package of US$623,286 in 2021 in addition to her salary

The Wikimedia Foundation released its Form 990 tax return for 2021 on 9 May 2023. This shows that outgoing CEO Katherine Maher was paid a severance package of US$623,286 in 2021 – slightly more than one-and-a-half times her base compensation in her last full year at the Wikimedia Foundation. So Maher – who left Wikimedia at the end of April 2021 to join the Atlantic Council and currently serves on the US Department of State's Foreign Affairs Policy Board – earned a total of US$798,632 in the 2021 calendar year.

Janeen Uzzell received US$324,748 in severance pay, having worked less than two-and-a-half years for the Wikimedia Foundation

COO Janeen Uzzell, who was hired by the Wikimedia Foundation in late January 2019 and left at the end of June 2021 to become the CEO of the National Society of Black Engineers on 7 July 2021 (see also the profile in this issue's In the media section), received a severance package of US$324,748 in 2021. This is roughly equivalent to her last full annual salary; she earned a total of US$515,553 from the Wikimedia Foundation in 2021.

The severance payments made in 2021 set a new record for the Foundation. The highest previous severance payment was US$262,500. Paid to outgoing CEO Lila Tretikov in 2016, this was about 75% of her last full year's salary.

The Foundation noted in its post on the Wikimedia-l mailing list that it would in future use a new, standardised severance policy for staff at all levels, described in a Diff post published last month.

The new policy sets a cap on severance pay of one month's salary for each year worked at the WMF, up to a maximum of nine months (unless local law dictates otherwise). Under this scheme both Maher and Uzzell, who spent less than two-and-a-half years at the WMF, would have qualified for much smaller severance payments. But even the new scheme allows for "exceptions":

The guidelines have also provided an opportunity to better align our processes globally when staff leave the Foundation. This includes a new standardized severance policy for staff at all levels of one month of severance pay for every year of their employment, up to nine months (unless local laws require otherwise) – any exceptions require a joint recommendation by the Head of Talent & Culture and the General Counsel, with final approval from the CEO.

So it seems by no means assured that the new policy will prevent the recurrence of such large severance payments – which are ultimately paid from global Wikipedia donations.

Discussions during the 18 May conversation with the WMF Trustees

Former WMF Board of Trustees Chair Florence Devouard asked some further questions about the new severance policy on the mailing list, which she then also submitted as discussion topics for the Conversation with Trustees that took place on 18 May 2023 and is available on YouTube.

The discussions related to executive pay took up about 15 minutes of the 80-minute meeting, beginning here at time code 23:42 and ending at time code 38:36. First, WMF trustee Nataliia Tymkiv took the following question:

"I would like to know the trustees' characterisation of the growth of executive compensation and whether they think reducing it to historical levels is preferable to layoffs."

Nataliia said that while US compensation may seem high to someone from Europe, it was data-based rather than based on fundraising success and always reflected local salary levels, adding that going back to past compensation levels was not feasible:

"There is also no way of returning back to historical, unless we actually start hiring people who are really rich, and they can just allow to be philanthropic, and you know, not receiving salaries, but I think that's also not sustainable to just expect that rich people who don't need to care for their bread in the morning can just come and work for us."

Florence's questions

The Wikimedia Foundation's Form 990 for 2021. Information on executive compensation can be found on pp. 8–9 and 49–50

Next came some of the questions about the severance policy that Florence had submitted before the meeting:

  1. Is the one month of severance pay entirely based on the last month's salary, the last year or previous years?
  2. Will this policy affect severances for executives?
  3. For staff that are "exceptions", are there particular staff members that are able to negotiate exceptions when they join the Foundation, do they negotiate their exception when they depart, or is it something that can be discussed during their tenure?
  4. How many staff are considered "exceptions" and will there be a maximum number of exceptions?

These questions were partially answered (time code 28:47) by CEO Maryana Iskander. Maryana explained at length that the new severance policy was part of an effort to harmonise the Foundation's approach as much as possible across different countries, including for executives, but allowed that there would always be exceptions for various reasons. The policy might also need adjusting in the light of experience. However, she confirmed that the policy will take the last month of paid salary as the basis for calculating the severance.

This is an important point, as there have already been cases of Wikimedia executives being awarded steep pay rises towards the end of their tenure with the Foundation (see Wikimedia Foundation salaries on Meta-Wiki). Indeed, according to the Form 990, Katherine Maher was paid US$164,567 in base compensation for four months' work in 2021. This would appear to be equivalent to an annual base compensation of US$493,701, considerably more than her US$404,053 base compensation in 2020. Questions submitted by Florence that remained unanswered in the meeting were:

  1. When severance packages would be negotiated or re-negotiated
  2. Whether the WMF would report the numbers or percentages of staff qualifying for an "exception"
  3. Whether there were plans for a maximum severance for those in the exception segment (for example, at most x months per year of employment)
  4. Whether anything is being done to better address the serious escalation of severance packages of the high-level executives

Next, Maryana answered a question on whether there was an incentive system in place to invite Foundation staff to make donations to the Foundation or other Wikimedia entities. She said there was no such system in place, but some staff did voluntarily make such monetary contributions; many of course also volunteered on the projects.

Who approved these severance packages?

The next question was about who approved the above severance packages. Nataliia explained that the Wikimedia Foundation's Board of Trustees approved them (with input from the Talent and Culture Committee), but that severance agreements and related Board votes and resolutions were confidential and not made available to the public.

The last question in this section of the meeting concerned Maryana Iskander's and Selena Deckelmann's compensation. While their salaries were not yet reflected in the 2021 Form 990 (both only joined in 2022, and the 2022 data will only need to be reported in 2024), they were proactively disclosed a few weeks ago on Meta: Iskander's base compensation is currently US$453,000 and that of Selena Deckelmann, Chief Product and Technology Officer, is US$420,000. When asked if it was planned to make this kind of proactive disclosure of current executive compensation a regular practice, Iskander gave a non-committal answer:

"It's not clear that this type of disclosure will be necessary – now that it has been disclosed – in future years. But the intent certainly is to continue to use the Annual Plan as a place to increase visibility, transparency and accountability of information from the Foundation, I think with the intentionality that we, I hope, demonstrated this year."

For a summary of other topics discussed at the meeting see the notes on Meta-Wiki. – AK

Proposed amendment of arbitration policy

There is an ongoing referendum on a proposed amendment to the arbitration policy. The proposed amendment is:

The final sentence of Wikipedia:Arbitration/Policy#Appeal of decisions, which reads Remedies may be appealed to, and amended by, Jimbo Wales, unless the case involves Jimbo Wales's own actions, is removed.

At the time of writing, "Yes" votes are outnumbering "No" votes 154:93.

AK

Brief notes

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I asked some related questions at [1]. I got in before the deadline so hopefully they will be answered. Sandizer (talk) 15:57, 22 May 2023 (UTC)Reply[reply]
Why should they be required to work in San Francisco? Why can't they be based in a LCOL area?? Mathmo Talk 12:54, 23 May 2023 (UTC)Reply[reply]
I'm not arguing that the WMF CEO should be required to work in SF. I'm saying that even if they were required to work in SF, one of the most expensive cities in the U.S., I would consider these salaries to be too high. Funcrunch (talk) 15:32, 23 May 2023 (UTC)Reply[reply]
And re: to the claims that WMF isn't a tech company, if you don't like it, you can try using your vaunted volunteer effort to fix the Graphs extension. If it was up to the community we would've just left it enabled until someone 0-days en wiki. The WMF constantly puts in technical work for new features and maintaining old ones. They have to pay SF software salaries to do so. Chess (talk) (please Reply to icon mention me on reply) 17:35, 29 May 2023 (UTC)Reply[reply]
Agree, the full value of the organization is often reflected in its salaries, which hopefully attracts top of the line people. What Wikipedians should obtain from all of this is a much greater yearly increase in funding of Wikipedia projects and conventions (Viva WikiVegas2025 comes to mind). The funding appeals usually mention Wikipedia, and seem to imply, unless I'm misremembering, that's where much of the funding will specifically land. Randy Kryn (talk) 04:50, 30 May 2023 (UTC)Reply[reply]

Heads up that this got to the front page of Hacker News

https://news.ycombinator.com/item?id=36029115Justin (koavf)TCM 10:44, 22 May 2023 (UTC)Reply[reply]

"The bureaucracy is expanding to meet the needs of the expanding bureaucracy" that quote from Oscar Wilde was a very appropriate quote that one of the Hacker News commentators made. Mathmo Talk 13:01, 23 May 2023 (UTC)Reply[reply]
Wow. A lot of the comments there fall into a tiny few categories: (1) Wiki[p|m]edia is a tech company, so it should be compared to Facebook, etc. (no, it's an educational/information project -- something the people at the Foundation seem to have forgotten); (2) complaints about not being able to edit (the few times I've investigated these claims, I've found them to be a mare's nest); (3) Wikipedia has a political bias (sorry, we aren't Fox News). So far, the Oscar Wilde quotation is the most insightful comment made. -- llywrch (talk) 14:03, 24 May 2023 (UTC)Reply[reply]
Statement 1 represents the biases of Hacker News, but it's also a legitimate way to think of the WMF in terms of its budget, function, etc. That's just a lens and that can elucidate some things if you view it thru that lens. ―Justin (koavf)TCM 18:07, 24 May 2023 (UTC)Reply[reply]
Given that WMF staff do not edit articles but run servers and write software, i don't think the tech comparison is out of line. FAANG might be over the top, but WMF hires tech people to do tech things. Bawolff (talk) 20:45, 24 May 2023 (UTC)Reply[reply]
"Given that WMF staff do not edit articles but run servers and write software"
Nope, not relevant to any of the staff member salaries being mentioned in this Signpost edition. They are not doing that. Mathmo Talk 12:10, 25 May 2023 (UTC)Reply[reply]
the ceo manages people who manage people the majority of which do that. Organizations are what they do. It might be an educational non-profit in name, but its a tech company with an educational focus in practise. Bawolff (talk) 19:30, 25 May 2023 (UTC)Reply[reply]
I am one of those who are not much concerned that a few bigshots are getting paid more than I ever got in my 41 years of working for one company, and only a little more annoyed that they got a much larger golden parachute after only a few years. Top execs are a relatively small part of the cost of running a moderately big org, and if they were incompetent they could screw up the job in ways costing more than my errors on the job ever did. Yes, I buy my own computer and a fancier smartphone than I otherwise would and, last month, a fancier new camera. Also shortrange travel every week and, until a family matter came up, I was ready to pay my own way to the other end of the world for Wikimania. It's my hobby. Some hobbies are expensive. This one doesn't have to be, but I'm doing it in a fairly expensive way. Still, I am pleased at the prospect that future parachutes may become slightly less golden. Jim.henderson (talk) 01:40, 6 June 2023 (UTC)Reply[reply]





       

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