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.

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

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:

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

AK

Brief notes

  • New administrators: The Signpost welcomes the English Wikipedia’s newest administrator, Ingenuity (15 May 2023) with a near-unanimous 232 community members in support of their request.
  • Articles for Improvement: This week’s Article for Improvement (beginning 22 May) is Vandal Kingdom. It will be followed the week after by Japanese beetle. Please be bold in helping improve these articles!

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