2025-12-15T17:40:54-06:00 2025-06-30 420714325 RSM US LLP 227 WEST FIRST STREET SUITE 700 DULUTH MN 55802 990 2024-07-01 410693929 WALKER ART CENTER WALK 6123757600 725 VINELAND PLACE MINNEAPOLIS MN 55403 MARY CERUTI EXECUTIVE DIRECTOR 6123757600 2025-12-12 1 0 JULIE BOYER P01278549 2187275025 2025-12-12 2024 2025-03-06 01:10:19Z MARY CERUTI 725 VINELAND PLACE MINNEAPOLIS MN 55403 55389227 0 X WWW.WALKERART.ORG X 1946 MN EMPOWERING PEOPLE TO EXPERIENCE THE ART AND IDEAS OF OUR TIME AND TO IMAGINE THE WORLD IN NEW WAYS. 49 49 243 94 -167564 0 29412697 24833875 2858009 2609886 28335333 26074727 93253 -116 60699292 53518372 0 0 0 0 13102523 13858840 101091 100377 1771559 15958039 17825109 29161653 31784326 31537639 21734046 409711271 448999396 4089326 4198167 405621945 444801229 THE WALKER ART CENTER EMPOWERS PEOPLE TO EXPERIENCE THE TRANSFORMATIVE POSSIBILITIES OF THE ART AND IDEAS OF OUR TIME AND TO IMAGINE THE WORLD IN NEW WAYS. 0 0 18961886 0 2609886 THE WALKER ART CENTER PROVIDES EXHIBITIONS OF PAINTINGS, SCULPTURE, PRINTS, PHOTOGRAPHY AND DIGITAL MEDIA WITH AN EMPHASIS ON CONTEMPORARY ART, MOVING IMAGE PROGRAM INCLUDING FILM SCREENINGS, EDUCATION PROGRAMS AND TOURS FOR ADULTS, TEENS, CHILDREN, SCHOOL AND FAMILY PROGRAMS. PERFORMING ARTS INCLUDES PRESENTATION OF VARIOUS PERFORMANCES INCLUDING DANCE, MUSIC, AND THEATRE. 2251532 0 0 THE WALKER ART CENTER CONTINUALLY ADDS WORKS OF ART TO THE PERMANENT COLLECTION FOR PUBLIC VIEWING. 21213418 1 1 0 1 0 0 0 1 0 1 1 1 0 0 1 1 1 0 0 0 1 0 0 1 1 0 0 0 0 1 0 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 1 292 0 1 243 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 49 49 1 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 MN X KIM HOLLINGSWORTH TAYLOR 6123757600 725 VINELAND PLACE MINNEAPOLIS MN 55403 ELLEN WILSON PRESIDENT 1.00 X X 0 0 0 MARK ADDICKS VICE-PRESIDENT 1.00 X X 0 0 0 SARAH OQUIST VICE-PRESIDENT 1.00 X X 0 0 0 GREG STENMOE SECRETARY 1.00 X X 0 0 0 MARK GREENE TREASURER 1.00 X X 0 0 0 TODD ACKERMAN PUBLIC TRUSTEE 1.00 X 0 0 0 SIMONE AHUJA PUBLIC TRUSTEE 1.00 X 0 0 0 ELLIE ANDERSON PUBLIC TRUSTEE 1.00 X 0 0 0 KATHIE CAFESJIAN BARADARAN PUBLIC TRUSTEE 1.00 X 0 0 0 JAN BREYER PUBLIC TRUSTEE 1.00 X 0 0 0 JOHN CHRISTAKOS PUBLIC TRUSTEE 1.00 X 0 0 0 CHAD DAYTON PUBLIC TRUSTEE 1.00 X 0 0 0 ANDREW DUFF PUBLIC TRUSTEE 1.00 X 0 0 0 DAYNA FRANK PUBLIC TRUSTEE 1.00 X 0 0 0 SIMA GRIFFITH PUBLIC TRUSTEE 1.00 X 0 0 0 DANIEL GROSSMAN PUBLIC TRUSTEE 1.00 X 0 0 0 LILI HALL PUBLIC TRUSTEE 1.00 X 0 0 0 CHRIS HAQQ PUBLIC TRUSTEE 1.00 X 0 0 0 JOHN HIGGINS PUBLIC TRUSTEE 1.00 X 0 0 0 SEENA HODGES PUBLIC TRUSTEE 1.00 X 0 0 0 ANDREW HUMPHREY PUBLIC TRUSTEE 1.00 X 0 0 0 RITA GARNETT KHAN PUBLIC TRUSTEE 1.00 X 0 0 0 DAVID KRISTAL PUBLIC TRUSTEE (UNTIL 8/2/24) 1.00 X 0 0 0 ANNE LABOVITZ PUBLIC TRUSTEE 1.00 X 0 0 0 ROBERT LILLIGREN PUBLIC TRUSTEE 1.00 X 0 0 0 MARTHA MACMILLAN PUBLIC TRUSTEE 1.00 X 0 0 0 JENNIFER MARTIN PUBLIC TRUSTEE 1.00 X 0 0 0 JO CHRISTINE MILES PUBLIC TRUSTEE 1.00 X 0 0 0 DAVE MOORE JR PUBLIC TRUSTEE 1.00 X 0 0 0 VIKESH NEMANI PUBLIC TRUSTEE 1.00 X 0 0 0 JOAN NOLAN PUBLIC TRUSTEE 1.00 X 0 0 0 PILAR OPPEDISANO PUBLIC TRUSTEE 1.00 X 0 0 0 MICHAEL PETERMAN PUBLIC TRUSTEE 1.00 X 0 0 0 CHARLIE POHLAD PUBLIC TRUSTEE 1.00 X 0 0 0 TERESA RASMUSSEN PUBLIC TRUSTEE 1.00 X 0 0 0 PETER REMES PUBLIC TRUSTEE 1.00 X 0 0 0 BRIAN RICE PUBLIC TRUSTEE (UNTIL 1/28/25) 1.00 X 0 0 0 KEITH RIVERS PUBLIC TRUSTEE 1.00 X 0 0 0 JOEL RONNING PUBLIC TRUSTEE 1.00 X 0 0 0 PHIL ROSENBLOOM PUBLIC TRUSTEE 1.00 X 0 0 0 DAVID STRAUSS PUBLIC TRUSTEE 1.00 X 0 0 0 JEFFREY SWINTON PUBLIC TRUSTEE 1.00 X 0 0 0 CARLO BRONZINI VENDER PUBLIC TRUSTEE 1.00 X 0 0 0 CHRISTINE WALKER PUBLIC TRUSTEE 1.00 X 0 0 0 JOHN WHALEY PUBLIC TRUSTEE 1.00 X 0 0 0 SUSAN WHITE PUBLIC TRUSTEE 1.00 X 0 0 0 ROBIN WRIGHT PUBLIC TRUSTEE 1.00 X 0 0 0 ANN CADWALADER WALKER FAMILY TRUSTEE 1.00 X 0 0 0 CAROLYN WALKER WALKER FAMILY TRUSTEE 1.00 X 0 0 0 JEAN K WALKER LOWELL WALKER FAMILY TRUSTEE 1.00 X 0 0 0 LANCE WALKER WALKER FAMILY TRUSTEE 1.00 X 0 0 0 MARY CERUTI EXECUTIVE DIRECTOR 35.00 X 472047 0 53428 KIM HOLLINGSWORTH TAYLOR CHIEF FINANCIAL OFFICER 35.00 X 228546 0 12574 CHRISTOPHER STEVENS CHIEF OF ADVANCEMENT 35.00 X 247567 0 24721 HENRIETTE HULDISCH CHIEF CURATOR 35.00 X 213365 0 22374 AMANDA HUNT HEAD OF PUB ENGAGEMENT, LEARNING, AND IMPACT 35.00 X 159906 0 19599 PHILIP BITHER SR CURATOR, PA 35.00 X 208769 0 19238 SIRI ENGBERG SR CURATOR, VA 35.00 X 135705 0 18510 ASLI ALTAY HEAD OF DESIGN, CONTENT, AND COMM. 35.00 X 193552 0 12959 KEITH PARKER HEAD OF OPERATIONS 35.00 X 146411 0 15181 FELICIA O'BRIEN DIRECTOR OF BUSINESS DEVELOPMENT 35.00 X 130295 0 16700 2136163 0 215284 19 0 1 0 UMF INVESTMENT ADVISORS 420 N 5TH STREET SUITE 650 MINNEAPOLIS MN 55401 INVESTMENT ADVISORS 1104021 APRES 5801 CLEARWATER DR MINNETONKA MN 55343 DESIGN SERVICES 362417 MN CLN SERVICES INC 11301 W 47TH STREET MINNETONKA MN 55343 CLEANING SERVICES 354765 WHY ARCHITECTURE WORKSHOP INC 9520 JEFFERSON BLVD SUITE C CULVER CITY CA 90232 CONSULTING SERVICES 307694 FAEGRE DRINKER BIDDLE AND REATH LLP 2200 WELLS FARGO CENTER 90 SOUTH 7 MINNEAPOLIS MN 55402 LEGAL SERVICES 230993 20 440878 687771 2939494 20765732 5816432 24833875 EXHIBITIONS, MOVING IMAGE, EDUCAT 713990 1452851 1452851 MUSEUM ADMISSIONS 713990 840304 840304 PERFORMING ARTS 711300 209907 209907 OTHER INCOME 713990 106824 106824 2609886 6780449 6780449 3099 3099 1024367 574162 450205 450205 66300 -167564 551469 15633687 3660591 0 0 15633687 3660591 19294278 19294278 376800 687771 786042 -409242 -409242 466473 510651 -44178 -44178 53518372 2632008 -167564 26220053 X 1526441 686039 563578 276824 9944282 6992862 2046709 904711 528748 361152 114171 53425 978298 498376 478680 1242 881071 608525 189516 83030 302419 302419 129742 129742 36152 36152 100377 100377 1636512 1636512 4172618 2614554 1521061 37003 711947 693373 6470 12104 1017436 837812 119296 60328 1097782 812315 274167 11300 670933 565219 57495 48219 25174 12804 6740 5630 3338104 2356491 981613 289457 207410 82047 ART ACQUISITIONS 2251532 2251532 PACKING AND SHIPPING 1340781 1313242 5315 22224 HOSPITALITY AND ENTERTA 431679 244075 84811 102793 SERVICE CHARGES 91837 46625 16988 28224 281004 111012 145867 24125 31784326 21213418 8799349 1771559 764951 701562 15304110 19365777 17104763 17016624 4146047 2639530 404667 436174 241206 374980 125581341 70483089 57834613 55098252 313766793 353158567 144121 207930 409711271 448999396 1904174 2453399 117048 143878 2068104 1600890 4089326 4198167 X 111485974 118061008 294135971 326740221 405621945 444801229 409711271 448999396 21734046 17445238 0 X X 0 1 X 1 0 X 10886452 15287199 15536638 29412697 24833875 95956861 10886452 15287199 15536638 29412697 24833875 95956861 22392112 73564749 1992113 2876501 4787328 7793175 7807915 25257032 30434 637164 25456 693054 126559 87260 213819 122120766 12340674 0.60240 0.63200 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: OPERATIONS AND SUPPLIES - TICKET SERVICE CHARGE - RESTAURANT EQUIP AMORTIZATION - 2020 AMOUNT: $ 70,000. 2021 AMOUNT: $ 87,260. INSURANCE CLAIM PROCESS - SALE OF ART - GAIN ON CURRENCY SWAP - 2020 AMOUNT: $ 56,559. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 36152 0 0 0 36152 0 31748174 31784326 0 1000000 0 250000 0 0 0 1000000 1000000 1000000 1000000 4000000 6000000 47603 41452 42276 36152 167483 250000 250000 250000 250000 1000000 1500000 47087 41452 42276 36152 166967 PART I-A, LINE 1: THE WALKER ART CENTER PAYS AN ANNUAL AMOUNT TO AN ARTS LOBBYING GROUP TO SUPPORT THE MISSION. X X X X 1 329128387 11230182 37424479 11000244 366782804 295909449 8660015 36272858 11713935 329128387 283763358 8800697 16757018 13411624 295909449 302897360 5396818 -16840551 7690269 283763358 229164424 53432 81299232 7619728 302897360 0.16166 0.83833 0.00000 1 0 13760159 13760159 100289569 63548211 36741358 8167257 5577163 2590094 3358051 1357715 2000336 6305 6305 55098252 INVESTMENTS HELD BY OTHERS 353158567 F 353158567 SPECIAL ASSESSMENT LIABILITY 771142 ASSET RETIREMENT OBLIGATION 829748 1600890 X 71197953 17445238 17445238 53752715 1636512 -1870855 -234343 53518372 32018669 1870855 1870855 30147814 1636512 1636512 31784326 PART III, LINE 1A: THE WALKER ART CENTER HAS ELECTED UNDER SFAS116 NEITHER TO RECOGNIZE REVENUE IN ITS STATEMENT OF OPERATIONS, NOR ASSETS ON ITS STATEMENT OF FINANCIAL POSITION, WHEN DONATIONS OF ARTWORK ARE RECEIVED. THE TOTAL AMOUNT OF DONATED ARTWORK IN FY25 IS $37,171,996. PURCHASES OF ARTWORK ARE RECORDED AS DECREASES IN NET ASSETS WITHOUT DONOR RESTRICTIONS IN THE YEAR THE ITEMS ARE ACQUIRED. IF A DONOR MAKES A CONTRIBUTION INTENDED TO FUND THE PURCHASE OF ARTWORK, THE CONTRIBUTION IS RECORDED AS NET ASSETS WITH DONOR RESTRICTIONS. PART III, LINE 4: THE WALKER ART CENTER HAS AN INTERNATIONALLY ACCLAIMED COLLECTION OF MODERN AND CONTEMPORARY VISUAL ART, WHICH GROWS EACH YEAR THROUGH NEW ACQUISITIONS AND NOW INCLUDES MORE THAN 11,500 WORKS. THE COLLECTION SPANS A DIVERSE RANGE OF MEDIA THAT INCLUDES PAINTING, SCULPTURE, FILM, VIDEO, PHOTOGRAPHY AND WORKS ON PAPER. THESE DIVERSE HOLDINGS REFLECT THE WALKER'S UNIQUE MULTIDISCIPLINARY OFFERINGS IN THE VISUAL, PERFORMING AND MEDIA ARTS OF OUR TIME. THEY PROVIDE A DOCUMENT OF THE CULTURAL, HISTORICAL AND SOCIAL ISSUES THAT HAVE ANIMATED THE ARTS OF THE PAST HALF-CENTURY. PART V, LINE 4: THE WALKER ART CENTER'S (THE WALKER) ENDOWMENT PROVIDES AN ESSENTIAL SOURCE OF FINANCIAL SUPPORT WHICH ENABLES THE ORGANIZATION TO CARRY OUT ITS MISSION OF BEING A CATALYST FOR THE CREATIVE EXPRESSION OF ARTISTS AND THE ACTIVE ENGAGEMENT OF AUDIENCES THAT EXAMINES THE QUESTIONS THAT SHAPE AND INSPIRE US AS INDIVIDUALS, CULTURES AND COMMUNITIES. IT IS THE KEY FINANCIAL DRIVER FOR THE WALKER'S ARTISTIC EXCELLENCE AND STATURE IN THE CONTEMPORARY ARTS FIELD, PROVIDING RESOURCES FOR PROGRAMMING CHALLENGING AND INNOVATIVE WORK. PART X, LINE 2: THE WALKER ART CENTER'S (THE WALKER) ACCOUNTING POLICY PROVIDES THAT A TAX EXPENSE OR BENEFIT FROM AN UNCERTAIN TAX POSITION MAY BE RECOGNIZED WHEN IT IS MORE LIKELY THAN NOT THAT THE POSITION WILL BE SUSTAINED UPON EXAMINATION, INCLUDING RESOLUTIONS OF ANY RELATED APPEALS OR LITIGATION PROCESSES, BASED ON THE TECHNICAL MERITS. THE WALKER HAS NO UNCERTAIN TAX POSITIONS RESULTING IN AN ACCRUAL OF TAX EXPENSE OR BENEFIT. PART XI, LINE 4B - OTHER ADJUSTMENTS: COGS EXPENSE RECLASSED AS REVENUE -510,651. RENTAL EXPENSE RECLASSED AS REVENUE -574,162. FUNDRAISING EXPENSE RECLASSED AS REVENUE -786,042. PART XII, LINE 2D - OTHER ADJUSTMENTS: COGS EXPENSE RECLASSED AS REVENUE 510,651. RENTAL EXPENSE RECLASSED AS REVENUE 574,162. FUNDRAISING EXPENSE RECLASSED AS REVENUE 786,042. EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES STAFF TRAVEL 9250 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES STAFF TRAVEL 61086 NORTH AMERICA 0 0 PROGRAM SERVICES STAFF TRAVEL 29238 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES STAFF TRAVEL 10843 CENTRAL AMERICA AND THE CARIBBEAN 0 0 PROGRAM SERVICES STAFF TRAVEL 1595 0 0 0 0 0 0 112012 0 112012 0 0 0 0 0 0 X X X X X X X 1 LAMARCA HEINRICH STRATEGIC CONSULTING LLC 1441 HAWTHORNE TERRACE BERKELEY CA 94708 STRATEGIC CONSULTING SERVICES 0 0 100377 0 100377 MN AVANT GARDEN GALA 1064571 687771 376800 301494 133675 25550 325323 1064571 687771 376800 301494 133675 25550 325323 786042 -409242 FORM 990, SCHEDULE G, PART II THE WALKER ART CENTER'S FALL 2024 FUNDRAISING EVENT GENERATED TOTAL INCOME OF $1,064,571 FROM INDIVIDUAL DONATIONS, CORPORATE SPONSORSHIPS AND SALES. THE EVENT HAD DIRECT EXPENSES OF $786,042, NETTING THE INSTITUTION $278,529. X 0 0 X X X 0 0 0 0 0 0 0 1 0 MARY CERUTI EXECUTIVE DIRECTOR 472047 0 0 0 0 0 43700 0 9728 0 525475 0 0 0 CHRISTOPHER STEVENS CHIEF OF ADVANCEMENT 247567 0 0 0 0 0 15590 0 9131 0 272288 0 0 0 KIM HOLLINGSWORTH TAYLOR CHIEF FINANCIAL OFFICER 228546 0 0 0 0 0 11668 0 906 0 241120 0 0 0 HENRIETTE HULDISCH CHIEF CURATOR 206583 0 6782 0 0 0 13142 0 9232 0 235739 0 0 0 PHILIP BITHER SR CURATOR, PA 208169 0 0 0 600 0 12924 0 6314 0 228007 0 0 0 ASLI ALTAY HEAD OF DESIGN, CONTENT, AND COMM. 192952 0 0 0 600 0 12111 0 848 0 206511 0 0 0 AMANDA HUNT HEAD OF PUB ENGAGEMENT, LEARNING, AN 159906 0 0 0 0 0 10632 0 8967 0 179505 0 0 0 KEITH PARKER HEAD OF OPERATIONS 145811 0 0 0 600 0 9069 0 6112 0 161592 0 0 0 SIRI ENGBERG SR CURATOR, VA 135705 0 0 0 0 0 9169 0 9341 0 154215 0 0 0 PART I, LINE 1A HENRIETTE HULDISCH, CHIEF CURATOR, RECEIVED A GROSS-UP BONUS PAYMENT DURING CALENDAR YEAR 2024. THIS BONUS WAS CONSIDERED TAXABLE COMPENSATION TO THE INDIVIDUAL. PART I, LINE 7 INDIVIDUALS EMPLOYED BY WALKER ART CENTER ARE ELIGIBLE FOR A DISCRETIONARY ONE-TIME BONUS BASED ON THEIR PERFORMANCE IN ANY GIVEN FISCAL YEAR. X 32 X 25 5816432 FAIR MARKET VALUE 0 0 0 1 PART I, COLUMN (B): THE WALKER ART CENTER IS REPORTING THE NUMBER OF ITEMS CONTRIBUTED ON LINE 1 (WORKS OF ART) AND REPORTING THE NUMBER OF CONTRIBUTIONS ON LINE 9 (SECURITIES - PUBLICLY TRADED). PART I, LINE 32B: A THIRD PARTY VENDOR IS USED TO TRANSFER DONATED STOCK INTO CASH. PART I, LINE 33: ARTWORK DONATED THE WALKER ART CENTER HAS ELECTED UNDER SFAS 116 NEITHER TO RECOGNIZE REVENUE IN ITS STATEMENT OF OPERATIONS, NOR ASSETS ON ITS STATEMENT OF FINANCIAL POSITION, WHEN DONATIONS OF ARTWORK ARE RECEIVED. THEREFORE, NO REVENUE IS RECOGNIZED ON PART VIII, LINE 1 FOR THESE DONATIONS. FORM 990, PART VI, SECTION A, LINE 1A PER WALKER ART CENTER'S BYLAWS, THE EXECUTIVE COMMITTEE SHALL HAVE THE AUTHORITY OF THE BOARD OF TRUSTEES IN THE MANAGEMENT OF THE BUSINESS OF THIS CORPORATION IN THE INTERVAL BETWEEN MEETINGS OF THE BOARD OF TRUSTEES. FORM 990, PART VI, SECTION A, LINE 2 A MAXIMUM OF 20 WALKER FAMILY MEMBERS MAY BE APPOINTED TO THE BOARD OF TRUSTEES. IN 2024-2025 THERE WERE FOUR FAMILY MEMBERS APPOINTED, AS INDICATED IN PART VII - ANN CADWALADER, JEAN K. WALKER LOWELL, LANCE WALKER, CAROLYN WALKER. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS PREPARED BY AN INDEPENDENT ACCOUNTING FIRM UTILIZING INFORMATION PROVIDED BY WALKER'S STAFF AND BOARD. THE AUDIT COMMITTEE REVIEWS THE DRAFT RETURN AND APPROVES THE 990. A DRAFT OF FORM 990 IS DISTRIBUTED TO THE BOARD PRIOR TO SUBMISSION TO THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C THE CONFLICT OF INTEREST POLICY IS DESIGNED TO HELP TRUSTEES, OFFICERS, AND EMPLOYEES (EACH A "RESPONSIBLE PERSON") OF WALKER ART CENTER (THE "CORPORATION") IDENTIFY SITUATIONS THAT PRESENT POTENTIAL CONFLICTS OF INTEREST, AND TO PROVIDE THE CORPORATION WITH A PROCEDURE WHICH, IF OBSERVED, WILL ALLOW A TRANSACTION TO BE TREATED AS VALID AND BINDING EVEN THOUGH A RESPONSIBLE PERSON HAS OR MAY HAVE A CONFLICT OF INTEREST WITH RESPECT TO THE TRANSACTION. EACH RESPONSIBLE PERSON MUST ANNUALLY COMPLETE THE CONFLICT OF INTEREST QUESTIONNAIRE AND SUBMIT IT TO THE PRESIDENT AND ANY OTHER PERSON DESIGNATED BY THE PRESIDENT. THE PRESIDENT AND ANY SUCH DESIGNATED PERSON MUST TREAT THE INFORMATION ON THE FORMS AS CONFIDENTIAL AND DISCLOSE IT ONLY AS NECESSARY TO IMPLEMENT THIS POLICY. A TRANSACTION INVOLVING A CONFLICT OF INTEREST MAY BE APPROVED BY THE BOARD OF TRUSTEES OF THE CORPORATION IF THE MATERIAL FACTS AS TO THE TRANSACTION AND THE CONFLICT OF INTEREST ARE FULLY DISCLOSED OR KNOWN TO THE BOARD AND THE BOARD APPROVES THE TRANSACTION IN GOOD FAITH BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE TRUSTEES CURRENTLY HOLDING OFFICE, PROVIDED THAT THE INTERESTED TRUSTEE OR TRUSTEES MAY NOT VOTE AND ARE NOT CONSIDERED PRESENT FOR PURPOSES OF A QUORUM. PRIOR TO BOARD ACTION ON A TRANSACTION THAT INVOLVES A CONFLICT OF INTEREST, A RESPONSIBLE PERSON WHO KNOWS HE OR SHE HAS A CONFLICT OF INTEREST AND WHO IS PRESENT AT THE MEETING MUST DISCLOSE TO THE BOARD ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. THE DISCLOSURE MUST BE REFLECTED IN THE MINUTES OF THE MEETING. A PERSON WHO KNOWS HE OR SHE HAS A CONFLICT OF INTEREST MUST NOT PARTICIPATE IN THE BOARD'S DISCUSSION OF THE TRANSACTION EXCEPT TO DISCLOSE MATERIAL FACTS AND TO RESPOND TO QUESTIONS. THE PERSON MUST NOT ATTEMPT TO INFLUENCE THE BOARD'S ACTION ON THE TRANSACTION, EITHER AT OR OUTSIDE THE MEETING. PRIOR TO VOTING, THE BOARD MUST BE GIVEN AN OPPORTUNITY TO DISCUSS THE TRANSACTION WITHOUT THE PERSON WHO HAS THE CONFLICT OF INTEREST BEING PRESENT. THE PERSON WITH THE CONFLICT OF INTEREST MUST NOT VOTE ON THE TRANSACTION AND MUST NOT BE PRESENT IN THE MEETING ROOM WHEN THE VOTE IS TAKEN, UNLESS THE VOTE IS BY SECRET BALLOT. THE MINUTES OF THE MEETING MUST REFLECT THAT THE PERSON DID NOT VOTE. IF IT IS NOT ENTIRELY CLEAR WHETHER A CONFLICT OF INTEREST EXISTS, THEN THE PERSON WITH THE POTENTIAL CONFLICT MUST DISCLOSE THE CIRCUMSTANCES TO THE PRESIDENT OR THE PRESIDENT'S DESIGNEE. THE PRESIDENT OR THE PRESIDENT'S DESIGNEE MUST DETERMINE WHETHER THERE EXISTS A CONFLICT OF INTEREST THAT IS SUBJECT TO THIS POLICY. FORM 990, PART VI, SECTION B, LINE 15A SALARIES ARE BASED ON ANNUAL PERFORMANCE EVALUATIONS AND RELEVANT COMPARATIVE DATA COMPILED BY INDEPENDENT STUDIES. THE BOARD TALENT AND COMPENSATION COMMITTEE AUTHORIZES THE SALARY FOR THE EXECUTIVE DIRECTOR AND REVIEWS EXECUTIVE RECOMMENDATIONS FOR KEY SENIOR STAFF SALARIES. THE TALENT AND COMPENSATION COMMITTEE AND HUMAN RESOURCES DEPARTMENT MAINTAIN CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING FOR DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS. THIS PROCESS LAST OCCURRED IN 2025. FORM 990, PART VI, SECTION C, LINE 19 GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART IX, LINE 11G MISCELLANEOUS: PROGRAM SERVICE EXPENSES 2,614,554. MANAGEMENT AND GENERAL EXPENSES 1,521,061. FUNDRAISING EXPENSES 37,003. TOTAL EXPENSES 4,172,618. FORM 990, PART XII, LINE 2C: THE OVERSIGHT AND SELECTION PROCESS HAS NOT CHANGED SINCE THE PRIOR TAX YEAR.