2024-05-15T15:35:47-05:00 2023-06-30 440160260 FORVIS LLP 901 EAST CARY STREET SUITE 1000 RICHMOND VA 23219 990 2022-07-01 510205333 VIRGINIA MUSEUM OF FINE ARTS FOUNDATION VIRG 8043401515 201 N ARTHUR ASHE BOULEVARD RICHMOND VA 232204007 ANDREW M HARRIS CHIEF FINANCIAL OFFICER 8043401515 2024-04-30 1 ANDREW HARRIS 999009999 0 ANGELA CAIN P01244249 8042827636 2024-04-30 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z ANDREW M HARRIS 201 N ARTHUR ASHE BOULEVARD RICHMOND VA 232204007 71480797 0 X N/A X 1976 VA THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION (FOUNDATION) WAS FOUNDED IN 1976 TO SUPPORT THE VIRGINIA MUSEUM OF FINE ARTS (MUSEUM), AN AGENCY OF THE COMMONWEALTH OF VIRGINIA. TO ACCOMPLISH ITS MISSION, THE FOUNDATION ADMINISTERS A COMPREHENSIVE FUND RAISING PROGRAM, INVESTS PRIVATE ASSETS SUCH AS ENDOWMENTS, AND OWNS AND MAINTAINS PIECES OF REAL ESTATE USED BY THE MUSEUM FOR PROGRAM AND ADMINISTRATIVE FUNCTIONS. ALL SUCH ACTIVITIES ARE UNDERTAKEN AT THE REQUEST OF THE MUSEUM'S BOARD OF TRUSTEES. 31 31 36 128 110881 0 38676098 21568528 0 0 16180133 11494704 150888 194447 55007119 33257679 25228668 30112102 0 0 2778807 2807653 0 0 1655046 3434147 3108329 31441622 36028084 23565497 -2770405 306625729 320872335 50349090 49918414 256276639 270953921 X THE MISSION OF THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION IS TO SUPPORT THE VIRGINIA MUSEUM OF FINE ARTS THROUGH A COMPREHENSIVE FUND RAISING AND DONOR CULTIVATION PROGRAM AND THE INVESTMENT AND MANAGEMENT OF PRIVATE ASSETS. THIS SUPPORT ENHANCES THE ABILITY OF THE VIRGINIA MUSEUM OF FINE ARTS TO COLLECT, PRESERVE, EXHIBIT, AND INTERPRET ART, AND ENCOURAGE THE STUDY OF THE ARTS, AND THUS ENRICH THE LIVES OF THE CITIZENS OF THE COMMONWEALTH OF VIRGINIA. 0 0 31386881 30112102 0 OVER THE PAST YEAR THE FOUNDATION HAS MANAGED THE PRIVATE INSTITUTIONAL ADVANCEMENT PROGRAM FOR THE VIRGINIA MUSEUM OF FINE ARTS, AN AGENCY OF THE COMMONWEALTH OF VIRGINIA. THE RESULTS OF THOSE FUND RAISING EFFORTS ARE REFLECTED IN THE DATA LISTED ON THIS RETURN. IN ADDITION, ENDOWMENTS HELD IN TRUST BY THE FOUNDATION FOR THE BENEFIT OF THE MUSEUM HAVE BEEN INVESTED, THE MANAGERS EVALUATED, THE INVESTMENT POLICY REVIEWED, AND FUNDS DISTRIBUTED IN ACCORDANCE WITH DONOR INTENT. 31386881 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 0 1 0 0 1 0 0 0 0 0 0 1 0 1 1 0 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 1 X 56 0 1 36 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 31 31 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 VA X THE FOUNDATION 8043401515 201 N ARTHUR ASHE BOULEVARD RICHMOND VA 232204007 X STANLEY J OLANDER JR PRESIDENT 2.00 X X 0 0 0 TING XU VICE-PRESIDENT 1.00 X X 0 0 0 CHARLES M JOHNSON III TREASURER 1.00 X X 0 0 0 DENISE F KEANE SECRETARY 1.00 X X 0 0 0 MARSHALL ACUFF DIRECTOR 1.00 X 0 0 0 FARHAD AGHDAMI DIRECTOR 1.00 X 0 0 0 MICHAEL C BISCEGLIA DIRECTOR 1.00 X 0 0 0 ELIZABETH EA BLUE DIRECTOR 1.00 X 0 0 0 ALEX CECIL DIRECTOR 1.00 X 0 0 0 PAGE E COREY DIRECTOR 1.00 X 0 0 0 MARY C FREDIANI DIRECTOR 1.00 X 0 0 0 CAROLYN GARNER DIRECTOR 1.00 X 0 0 0 KC GRAHAM DIRECTOR 1.00 X 0 0 0 BEBE HEINER DIRECTOR 1.00 X 0 0 0 TYLER HARRIS DIRECTOR 1.00 X 0 0 0 CHARLES T HODGES DIRECTOR 1.00 X 0 0 0 BRIAN JACKSON DIRECTOR 1.00 X 0 0 0 EUCHARIA N JACKSON DIRECTOR 1.00 X 0 0 0 ADRIANNE RYDER-COOK JOSEPH DIRECTOR 1.00 X 0 0 0 LARRY KOCHARD DIRECTOR 1.00 X 0 0 0 CHARLOTTE B MCGEE DIRECTOR 1.00 X 0 0 0 RICHARD L RAMSEY DIRECTOR 1.00 X 0 0 0 AGUSTIN E RODRIGUEZ DIRECTOR 1.00 X 0 0 0 BROCK SAUNDERS DIRECTOR 1.00 X 0 0 0 MICHAEL SCHEWEL DIRECTOR 1.00 X 0 0 0 JENNIFER L SCHOOLEY DIRECTOR 1.00 X 0 0 0 JENNIFER L SISK DIRECTOR 1.00 X 0 0 0 JOHN R STAELIN DIRECTOR 1.00 X 0 0 0 DEBORAH VALENTINE DIRECTOR 1.00 X 0 0 0 G RANDOLPH WEBB JR DIRECTOR 1.00 X 0 0 0 MICHAEL D WILLIAMS DIRECTOR 2.00 X 0 0 0 ALEXANDER L NYERGES CHIEF OPERATING OFFICER 22.00 X 421797 0 299803 ANDREW HARRIS CHIEF FINANCIAL OFFICER 22.00 X 87750 0 15645 JASMONN COLEMAN ASST. DEPUTY DIRECTOR OF DEVELOPMENT 40.00 X 181353 0 32004 HAZEL DUNCAN DIRECTOR OF ACCOUNTING 40.00 X 135782 0 24892 TOM GUTENBERGER DEPUTY DIRECTOR OF ADVANCEMENT 40.00 X 525545 0 53777 HOSSEIN SADID FORMER CHIEF FINANCIAL OFFICER 22.00 X 104635 0 15529 1456862 0 441650 5 1 1 1 SILCHESTER INTERNATIONAL INVESTOR INC 50 SOUTH LASALLE STREET CHICAGO IL 60603 INVESTMENT MANAGEMENT 190235 MONTICELLO ASSOCIATES 1200 17TH STREET SUITE 2600 DENVER CO 80202 INVESTMENT MANAGEMENT 175000 IRIDIAN ASSET MANAGEMENT LLC 276 POST ROAD WEST WESTPORT CT 06880 INVESTMENT MANAGEMENT 114905 FORVIS PO BOX 602828 CHARLOTTE NC 28260 AUDIT AND TAX SERVICES 104551 4 708290 20860238 315145 21568528 1746308 -83566 1829874 47971514 38223118 9748396 9748396 9748396 BED AND BREAKFAST INCOME 721000 194447 194447 194447 33257679 0 110881 11578270 30112102 30112102 804113 56288 482468 265357 1303041 90013 281034 931994 215077 14739 129290 71048 333147 22830 200266 110051 152275 10435 91538 50302 37095 37095 69154 68479 675 4000 4000 654398 654398 179242 34516 144726 40773 320 40453 321137 64557 251836 4744 198567 198567 125031 125031 169803 50791 15307 103705 42257 42257 918757 842707 76050 147959 5919 142040 75173 75173 SPECIAL EVENTS 213575 81664 14741 117170 MISCELLANEOUS -88592 -88592 36028084 31386881 2986157 1655046 7864637 8050217 6786959 5205845 86374 856314 43227 30463 6247688 1764007 4535071 4483681 110448016 106642606 168364617 186911654 8496828 8691555 306625729 320872335 207860 205031 41604467 41610387 4224899 4151092 4311864 3951904 50349090 49918414 X -16573526 -16685746 272850165 287639667 256276639 270953921 306625729 320872335 X -2770405 17535646 -87959 X X 0 1 X 1 0 X 20240125 19556282 20861599 38676098 21568528 120902632 20240125 19556282 20861599 38676098 21568528 120902632 10486337 110416295 1501506 1622095 1277156 3949970 1829874 10180601 38659 53632 122559 77795 110881 403526 131486759 265646 0.83980 0.82940 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 1 4000 4000 0 PART II-B, LINE 1: LEGISLATIVE MONITORING 253874707 4269110 23246214 16565077 264824954 311089548 4514597 -50018149 11711289 253874707 244428910 3297166 75422502 12059030 311089548 244750430 5033009 -1714571 3639958 244428910 249553041 3474153 4170016 12446780 244750430 0.04664 0.95336 0 0 1452670 1452670 4476618 1552813 2923805 235026 134637 100389 25574 18757 6817 57800 57800 0 4483681 LIMITED PARTNERSHIPS 186911654 F 186911654 ANNUITIES PAYABLE 3951904 3951904 X 50050968 17535646 -87959 17447687 32603281 654398 654398 33257679 35373686 0 35373686 654398 654398 36028084 PART V, LINE 4: THE FOUNDATION'S ENDOWMENT CONSISTS OF VARIOUS INDIVIDUAL FUNDS THAT WERE ESTABLISHED FOR A VARIETY OF PURPOSES. THE FOUNDATION SPENDS IN ACCORDANCE WITH A BOARD ADOPTED POLICY BASED UPON ACCUMULATED EARNINGS AS DIRECTED BY DONORS AND ACTIONS OF THE BOARD OF DIRECTORS. THE PRIMARY OBJECTIVE OF THE ENDOWMENT FUNDS IS LONG-TERM CAPITAL APPRECIATION AND TOTAL RETURN. PART X, LINE 2: THE VIRGINIA MUSEUM OF FINE ARTS FOUNDATION IS EXEMPT FROM INCOME TAX UNDER THE INTERNAL REVENUE CODE SECTION 501(C)(3) AND THE TAX STATUTES OF THE COMMONWEALTH OF VIRGINIA; ACCORDINGLY, THE ACCOMPANYING FINANCIAL STATEMENTS DO NOT REFLECT A PROVISION OR LIABILITY FOR FEDERAL AND STATE INCOME TAXES. THE LLC IS A DISREGARDED ENTITY FOR TAX PURPOSES AND IS INCLUDED IN THE FOUNDATION FILINGS. THERE ARE CERTAIN ACTIVITIES CONDUCTED BY THE FOUNDATION THAT ARE CONSIDERED UNRELATED BUSINESS ACTIVITIES WHICH ARE NOT EXEMPT FROM FEDERAL AND STATE INCOME TAX. THE FOUNDATION FILES TIMELY FEDERAL AND STATE RETURNS FOR THESE ACTIVITIES AND MAKES THE NECESSARY TAX PAYMENTS, IF APPLICABLE. THE FOUNDATION HAS DETERMINED THAT IT DOES NOT HAVE ANY MATERIAL UNRECOGNIZED TAX BENEFITS OR OBLIGATIONS AS OF JUNE 30, 2023 OR 2022. FISCAL YEARS ENDING ON OR AFTER 2020 REMAIN SUBJECT TO EXAMINATION BY FEDERAL AND STATE TAX AUTHORITIES. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN FMV OF TRUSTS AND ANNUITIES -87,959. CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 INVESTMENT 90485191 EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 INVESTMENT 10522033 0 0 0 0 0 0 101007224 0 101007224 1 0 1 1 1 0 PART III ACCOUNTING METHOD: SCHEDULE F, PART I, LINE 3, COLUMN F: THIS AMOUNT REPRESENTS BOOK VALUE OF FOREIGN INVESTMENTS. 1 VIRGINIA MUSEUM OF FINE ARTS 200 NORTH ARTHUR ASHE BOULEVARD RICHMOND VA 23220 546001804 115 30112102 0 TO ASSIST IN IMPLEMENTING AND FUNDING PROGRAMS, PROJECTS, AND OPERATIONS OF THE VIRIGNIA MUSEUM OF FINE ARTS. FOR THE YEAR ENDED JUNE 30, 2023, ASSISTANCE WAS USED FOR CURATORIAL, ART ACQUISITION, EDUCATION AND OUTREACH, AND MANAGEMENT AND GENERAL EXPENSES. 1 PART I, LINE 2: THE ORGANIZATION WAS FORMED FOR THE PURPOSE OF IMPLEMENTING AND FUNDING PROGRAMS, PROJECTS AND OPERATIONS OF THE VIRGINIA MUSEUM OF FINE ARTS, WHICH ARE AUTHORIZED AND APPROVED BY THE BOARD OF TRUSTEES OF THE VIRGINIA MUSEUM OF FINE ARTS. X X X X X X 0 1 0 0 0 0 0 0 0 ALEXANDER L NYERGES CHIEF OPERATING OFFICER 271297 0 150500 0 0 0 299803 0 0 0 721600 0 0 0 TOM GUTENBERGER DEPUTY DIRECTOR OF ADVANCEMENT 399545 0 126000 0 0 0 35426 0 18351 0 579322 0 0 0 JASMONN COLEMAN ASST. DEPUTY DIRECTOR OF DEVELOPMENT 165353 0 16000 0 0 0 20929 0 11075 0 213357 0 0 0 HAZEL DUNCAN DIRECTOR OF ACCOUNTING 129782 0 6000 0 0 0 16102 0 8790 0 160674 0 0 0 HOSSEIN SADID FORMER CHIEF FINANCIAL OFFICER 104635 0 0 0 0 0 8002 0 7527 0 120164 0 0 0 PART I, LINE 4B THE FOUNDATION ENTERED INTO A SUPPLEMENTAL BENEFIT AGREEMENT, 457(F) PLAN, EFFECTIVE JUNE 1, 2009 TO PAY AN OFFICER OF THE MUSEUM ADDITIONAL AMOUNTS UPON HIS RETIREMENT. AS OF AUGUST 1, 2011 ALL CONTRIBUTIONS TO THIS ACCOUNT ARE 100% VESTED. EACH YEAR, THE FOUNDATION CONTRIBUTES THE DIFFERENCE BETWEEN $100,000 AND THE AMOUNT CREDITED UNDER THE 457(B) PLAN TO A SUPPLEMENTAL BENEFIT ACCOUNT. $299,803 WAS CONTRIBUTED IN 2022 AND IS INCLUDED ON FORM 990, PART VII, SECTION A AND SCHEDULE J. EFFECTIVE JANUARY 2017, THE ACCOUNT WAS CLOSED AND ASSETS WERE TRANSFERRED TO A PLAN CONTROLLED BY THE VIRGINIA MUSEUM OF FINE ARTS. SCHEDULE J, PART II: DURING FISCAL YEAR 2011, THE FOUNDATION ENTERED INTO AN OPERATING AGREEMENT WITH THE VIRGINIA MUSEUM OF FINE ARTS, AN UNRELATED ORGANIZATION UNDER IRS GUIDELINES. THE OPERATING AGREEMENT STATES THAT THE DIRECTOR OF THE MUSEUM SHALL ALSO SERVE AS THE COO OF THE FOUNDATION AND THE CFO OF THE MUSEUM SHALL ALSO SERVE AS THE CFO OF THE FOUNDATION. HOWEVER, THESE INDIVIDUALS WILL BE CONSIDERED EMPLOYEES OF THE MUSEUM, NOT THE FOUNDATION. AS PART OF A SUPPLEMENTAL SUPPORT AGREEMENT BETWEEN THE FOUNDATION AND AN OFFICER, THE FOUNDATION MAKES PAYMENTS TO THE MUSEUM FOR SUPPLEMENTAL SALARY AMOUNTS WHICH ARE PAID BY THE MUSEUM TO THE OFFICER AS PART OF THEIR SALARY. THESE AMOUNTS TOTALED $187,716 FOR THE YEAR. THE SALARY SUPPLEMENT PROVIDED TO THE OFFICER BY THE FOUNDATION WERE INCLUDED AS TAXABLE COMPENSATION IN THE OFFICER'S W-2 AT THE MUSEUM. THE OPERATING AGREEMENT WAS AMENDED EFFECTIVE NOVEMBER 16, 2021 WITH NO CHANGES TO THIS ARRANGEMENT. A VIRGINIA SMALL BUSINESS FINANCING AUTHORITY 541300845 2019-12-11 41767000 TO REDEEM ALL OUTSTANDING SERIES 2014A BONDS AND SERIES 2014B BONDS 0 0 0 A 41767000 94266 41672734 2019 1 0 1 1 A 0 1 0 0 0 0 0 0 0 A 0 X 32 315145 FAIR MARKET VALUE 0 1 1 PART I, LINE 32B: THE FOUNDATION USES STOCK BROKERS TO SELL GIFTS OF PUBLICLY TRADED STOCK. FORM 990, PART V, LINE 4A: DURING CALENDAR YEAR 2022, THE ORGANIZATION HELD FOREIGN HEDGE FUND INVESTMENTS. UNDER GUIDANCE PROVIDED IN IRS NOTICE 2010-23 AND FINCEN 31 CFR PART 103, A FINANCIAL INTEREST IN, OR SIGNATURE AUTHORITY OVER, A FOREIGN HEDGE FUND OR PRIVATE EQUITY FUND DOES NOT REQUIRE THE ORGANIZATION TO FILE FINCEN FORM 114, REPORT OF FOREIGN BANK AND FINANCIAL ACCOUNTS. IRS NOTICE 2010-23 ALSO STATES THAT "PROVIDED THE TAXPAYER HAS NO OTHER REPORTABLE FOREIGN FINANCIAL ACCOUNTS FOR THE YEAR IN QUESTION, A TAXPAYER WHO QUALIFIES FOR THE FILING RELIEF PROVIDED IN THIS NOTICE SHOULD CHECK THE "NO" BOX IN RESPONSE TO FBAR-RELATED QUESTIONS FOUND ON FEDERAL TAX FORMS. THEREFORE, THE ORGANIZATION HAS CHECKED "NO" ON FORM 990, PART V, LINE 4A. FORM 990, PART VI, SECTION B, LINE 11B THE DRAFT OF THE 990 RETURN WAS INITIALLY REVIEWED BY THE CHIEF FINANCIAL OFFICER AND THE CHIEF OPERATING OFFICER WITH THE ASSISTANCE OF THE INDEPENDENT EXTERNAL AUDITORS. IN ACCORDANCE WITH THE BY-LAWS IT WAS NEXT REVIEWED BY THE GOVERNANCE AND AUDIT COMMITTEE WITH THE ASSISTANCE OF MANAGEMENT. IT WAS ALSO MADE AVAILABLE TO THE BOARD OF DIRECTORS PRIOR TO SUBMITTAL. FORM 990, PART VI, SECTION B, LINE 12C A CONFLICT OF INTEREST POLICY, WITH A COMPLAINT PROCEDURE WAS ADOPTED IN 2004 AND WAS STRENGTHENED IN 2009 WITH THE INCLUSION OF A SEPARATE WHISTLE BLOWERS POLICY AND QUESTIONNAIRE. ALL DIRECTORS AND STAFF MEMBERS HAVE BEEN BRIEFED ON THEIR OBLIGATIONS UNDER THE POLICY. ANNUALLY THE DIRECTORS AND STAFF MEMBERS ARE REQUIRED TO COMPLETE THE QUESTIONNAIRE AND DISCLOSE ANY CONFLICT THEY HAVE. IN ADDITION, THE CORPORATE SECRETARY AND GENERAL COUNSEL ARE PREPARED TO RESPOND TO INQUIRIES AND VIOLATIONS TO THE POLICY AND RESPOND ACCORDINGLY. FORM 990, PART VI, SECTION B, LINE 15 THE ORGANIZATION'S BOARD OF DIRECTORS, BY AGREEMENT, REVIEWS AND APPROVES THE SALARY OF FOUNDATION OFFICERS. FORM 990, PART VI, SECTION C, LINE 19 INFORMATION IS PROVIDED UPON REQUEST. FORM 990, PART VII, LINE 5: DURING FISCAL YEAR 2011, THE FOUNDATION ENTERED INTO AN OPERATING AGREEMENT WITH THE VIRGINIA MUSEUM OF FINE ARTS, AN UNRELATED ORGANIZATION UNDER IRS GUIDELINES. THE OPERATING AGREEMENT STATES THAT THE DIRECTOR OF THE MUSEUM SHALL ALSO SERVE AS THE COO OF THE FOUNDATION AND THE CFO OF THE MUSEUM SHALL ALSO SERVE AS THE CFO OF THE FOUNDATION. HOWEVER, THESE INDIVIDUALS WILL BE CONSIDERED EMPLOYEES OF THE MUSEUM, NOT THE FOUNDATION. AS PART OF A SUPPLEMENTAL SUPPORT AGREEMENT BETWEEN THE FOUNDATION AND AN OFFICER, THE FOUNDATION MAKES PAYMENTS TO THE MUSEUM FOR SUPPLEMENTAL SALARY AMOUNTS WHICH ARE PAID BY THE MUSEUM TO THE OFFICER AS PART OF THEIR SALARY. THESE AMOUNTS TOTALED $187,716 FOR THE YEAR. THE SALARY SUPPLEMENT PROVIDED TO THE OFFICER BY THE FOUNDATION WERE INCLUDED AS TAXABLE COMPENSATION IN THE OFFICER'S W-2 AT THE MUSEUM. THE OPERATING AGREEMENT WAS AMENDED EFFECTIVE NOVEMBER 16, 2021 WITH NO CHANGES TO THIS ARRANGEMENT. FORM 990, PART XI, LINE 9: CHANGE IN FAIR MARKET VALUE OF TRUSTS AND ANNUITIES -87,959. FORM 990, PART XII, LINE 2C: THERE ARE NO REPORTABLE CHANGES TO THE ORGANIZATION'S OVERSIGHT PROCESS FROM THE PRIOR TAX YEAR. FORM 990, PART VIII: DURING FYE 2023, THE MUSEUM RECEIVED $15,000 OF DEACCESSION PROCEEDS AND CONTRIBUTED SUCH AMOUNT TO THE FOUNDATION. THE FOUNDATION TREATED THE $15,000 AS CONTRIBUTION INCOME ON PART VIII OF THE 990. VMFA REAL ESTATE COMPANY LLC 200 N ARTHUR ASHE BOULEVARD RICHMOND VA 232204007 510205333 REAL ESTATE MANAGEMENT RELATED TO REAL PROPERTY HELD IN SUPPORT OF VMFA VA 194447 4483684 VIRGINIA MUSEUM OF FINE ARTS FOUNDATION