| FORM 990, PART I, LINE 6: |
BOARD AND COMMITTEE MEMBERS AND MEMBERS OF THE ADVISORY COMMITTEE SERVED AS VOLUNTEERS DURING 2021. |
| FORM 990, PART V, LINE 4B: |
THE FORM 114A IS NOT REQUIRED TO BE FILED BECAUSE THE ACCOUNTS DO NOT MEET THE DEFINITION OF "FINANCIAL ACCOUNT" FOR PURPOSES OF THE FORM 114A. |
| FORM 990, PART V, LINE 3B |
SEATTLE FOUNDATION INVESTS IN A NUMBER OF PASS THROUGH ENTITIES THAT GENERATE UNRELATED BUSINESS INCOME. THE SCHEDULES K-1 FROM THESE INVESTMENTS ARE NOT PREPARED UNTIL LATER IN THE YEAR, AFTER SEATTLE FOUNDATION FILES ITS FORM 990. THE 2021 FORM 990-T WILL BE FILED BY THE EXTENDED DUE DATE OF NOVEMBER 15, 2022, ONCE ALL THE SCHEDULES K-1 ARE RECEIVED. |
| FORM 990, PART VI, SECTION B, LINE 11B |
A COPY OF THE FORM 990 IS PROVIDED TO THE ENTIRE BOARD. THE AUDIT COMMITTEE, WHICH IS COMPRISED OF MEMBERS OF THE BOARD, REVIEWS AND APPROVES THE FORM 990. A MEETING IS SET ASIDE FOR THE SOLE PURPOSE OF REVIEWING THE RETURN. THE MEETING IS ATTENDED BY FINANCE STAFF, THE AUDIT COMMITTEE, AND A SENIOR MEMBER OF THE ACCOUNTING FIRM THAT PREPARES THE RETURN. |
| FORM 990, PART VI, SECTION B, LINE 12C |
"COVERED PERSONS" IS DEFINED AS ANY FOUNDATION TRUSTEE, OFFICER, OR MEMBER OF ANY COMMITTEE OF THE FOUNDATION'S BOARD OF TRUSTEES THAT HAS AUTHORITY TO ACT ON BEHALF OF THE BOARD OF TRUSTEES AND THOSE FOUNDATION EMPLOYEES WHO MAY BE DESIGNATED BY THE FOUNDATION'S PRESIDENT. EVERY COVERED PERSON IS REQUIRED TO COMPLETE A CONFLICT OF INTEREST FORM ANNUALLY. THE PRESIDENT SHALL DISCLOSE TO THE EXECUTIVE COMMITTEE CONFLICTS OF INTEREST REPORTED TO HIM OR HER. THE EXECUTIVE COMMITTEE WILL EVALUATE THE DISCLOSURE TO DETERMINE WHETHER THEY INVOLVE ACTUAL CONFLICTS OF INTEREST AND MAY ATTEMPT TO DEVELOP ALTERNATIVES TO REMOVE CONFLICT FROM THE SITUATION. ANY TRUE CONFLICTS OF INTEREST ARE REFERRED TO THE BOARD OF TRUSTEES FOR FURTHER CONSIDERATION. THE PERSON WITH THE CONFLICT OF INTEREST, TO THE EXTENT THAT HE OR SHE IS A VOTING MEMBER OF THE BOARD, RECUSES HIMSELF OR HERSELF FROM DELIBERATION AND VOTING. |
| FORM 990, PART VI, SECTION B, LINE 15 |
THE BOARD OF TRUSTEES HAS DELEGATED TO ITS EXECUTIVE COMMITTEE (THE "COMMITTEE") THE AUTHORITY AND RESPONSIBILITY TO REVIEW AND APPROVE THE COMPENSATION AND BENEFITS LEVELS OF ITS OFFICERS, I.E., THE FOUNDATION'S PRESIDENT/CHIEF EXECUTIVE OFFICER (THE "CEO") AND ITS CHIEF FINANCIAL OPERATING OFFICER (CFOO). (THE FOUNDATION'S CEO AND CFOO ARE COMPENSATED IN THEIR ROLE AS THE FOUNDATION'S EXECUTIVES. NONE OF THE FOUNDATION'S OFFICERS OF THE BOARD RECEIVE COMPENSATION FOR HIS OR HER SERVICE TO THE FOUNDATION.) THE PROCESS TO BE FOLLOWED IS SET FORTH IN THE FOUNDATION'S EXECUTIVE COMPENSATION POLICY (THE "COMPENSATION POLICY"), WHICH WAS ADOPTED BY THE FOUNDATION'S BOARD OF TRUSTEES ON JUNE 9, 2004, AND IS DESCRIBED BELOW. AS SET FORTH IN THE COMPENSATION POLICY, THE COMMITTEE, WITH THE ASSISTANCE FROM SUCH EXPERTS AS IT DEEMS NECESSARY, CONDUCTS AN ANNUAL REVIEW OF THE COMPENSATION AND BENEFITS LEVELS OF THE EXECUTIVES. THIS REVIEW ENCOMPASSES ALL ELEMENTS OF EACH EXECUTIVE'S COMPENSATION PACKAGE, INCLUDING BASE SALARY, EMPLOYEE BENEFITS AND PERQUISITES. THE PROCESS TO BE FOLLOWED BY THE COMMITTEE IN APPROVING THE EXECUTIVE'S COMPENSATION IS INTENDED TO BE CONSISTENT WITH THE FOUNDATION'S MISSION, AND ALSO TO COMPLY WITH THE "INTERMEDIATE SANCTIONS" RULES OF SECTION 4958 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND THE TREASURY REGULATIONS THEREUNDER, I.E., TO CREATE A "REBUTTABLE PRESUMPTION" THAT THE EXECUTIVES' COMPENSATION PACKAGES ARE REASONABLE. SPECIFICALLY, THE COMMITTEE FOLLOWS A THREE-STEP PROCESS IN APPROVING THE EXECUTIVES' COMPENSATION: FIRST, THE COMMITTEE IS COMPRISED EXCLUSIVELY OF INDIVIDUALS WITHOUT A CONFLICT OF INTEREST AS DEFINED IN TREAS. REG. SECTION 53.4958-6(C)(1)(III) (I.E., ANYONE WHO HAS A PERSONAL OR MATERIAL FINANCIAL INTEREST AFFECTED BY THE PAYMENT OF THE COMPENSATION TO THE EXECUTIVES, AND WITHOUT THE PARTICIPATION OF THE EXECUTIVES); SECOND, THE COMMITTEE RELIES UPON COMPARABILITY DATA (I.E., DATA COMPILED BY AN INDEPENDENT COMPENSATION CONSULTANT) TO DETERMINE THAT THE COMPENSATION AND BENEFITS PAID BY THE FOUNDATION ARE REASONABLE IN COMPARISON WITH THE COMPENSATION AND BENEFITS PAID BY SIMILARLY-SITUATED ORGANIZATIONS FOR POSITIONS THAT ARE FUNCTIONALLY COMPARABLE TO THOSE OF EACH OF THE EXECUTIVES); AND THIRD, THE COMMITTEE'S DECISION IS DOCUMENTED IN WRITTEN RESOLUTIONS AND MINUTES OF THE COMMITTEE, WHICH ARE PREPARED BY THE LATER OF ITS NEXT MEETING OR 60 DAYS AFTER THE COMMITTEE'S APPROVAL OF THE COMPENSATION (AND A COPY OF WHICH ARE PROVIDED TO THE FULL BOARD OF TRUSTEES AT ITS NEXT SCHEDULED MEETING). CEO - THE FOUNDATION'S EXECUTIVE COMMITTEE REVIEWED AND APPROVED THE CEO'S TOTAL COMPENSATION AT A MEETING HELD IN FEBRUARY 2021. AT THIS MEETING, THE EXECUTIVE COMMITTEE, WITHOUT THE PARTICIPATION OF THE CEO OR ANYONE ELSE WITH A CONFLICT OF INTEREST (AS DEFINED ABOVE), REVIEWED MARKET COMPENSATION DATA PROVIDED BY MERCER CONSULTING ("MERCER") (A RECOGNIZED COMPENSATION CONSULTING FIRM WITH SIGNIFICANT EXPERIENCE IN THE FIELD OF EXECUTIVE COMPENSATION AMONG NONPROFIT ORGANIZATIONS) AND ALL OF THE RELEVANT FACTS AND CIRCUMSTANCES IN REACHING A CONCLUSION THAT THE COMPENSATION AND BENEFITS TO BE PAID TO THE CEO WERE REASONABLE AND APPROPRIATE. THE MARKET COMPENSATION DATA INCLUDED DATA ON COMPENSATION PAID BY ORGANIZATIONS COMPARABLE IN SIZE AND MISSION TO THE FOUNDATION FOR SERVICE IN COMPARABLE POSITIONS TO THAT OF THE CEO. THE EXECUTIVE COMMITTEE'S DECISION WAS DOCUMENTED IN WRITTEN MINUTES PREPARED BY THE FOUNDATION'S SECRETARY PRIOR TO THE NEXT MEETING. IN APRIL 2021 AN INTERIM CONTROLLER WAS HIRED. THE SAME COMPENSATION REVIEW PROCESS WAS HELD, AND THE EXECUTIVE COMMITTEES' DECISION WAS DOCUMENTED IN WRITTEN MINUTES PREPARED BY THE FOUNDATION'S SECRETARY PRIOR TO THE NEXT MEETING. CFOO - THE FOUNDATION'S EXECUTIVE COMMITTEE REVIEWED THE CEO'S RECOMMENDED COMPENSATION FOR THE CHIEF FINANCIAL OPERATING OFFICER ("CFOO") AT A MEETING HELD IN FEBRUARY 2021. AT THIS MEETING, WITHOUT THE PARTICIPATION OF THE CFOO OR ANYONE ELSE WITH A CONFLICT OF INTEREST (AS DEFINED ABOVE), THE CEO REPORTED ON REVIEW AND EVALUATION OF THE CFOO'S PERFORMANCE FOR 2020. THE CEO'S RECOMMENDED TOTAL COMPENSATION FOR THE CFOO WAS BASED ON REVIEW OF THE COMPARABILITY DATA PROVIDED BY MERCER, THE PROJECTED NEEDS OF THE FOUNDATION, AND THE PERFORMANCE OF THE CFOO. THE EXECUTIVE COMMITTEE MADE A DETERMINATION BASED ON ALL OF THE INFORMATION PRESENTED THAT THE RECOMMENDED COMPENSATION FOR THE CFOO IS REASONABLE. THE COMPARABILITY DATA PROVIDED BY MERCER INCLUDED DATA ON COMPENSATION PAID BY COMPARABLE ORGANIZATIONS FOR SERVICE IN COMPARABLE POSITIONS TO THAT OF THE CFOO. THE EXECUTIVE COMMITTEE'S APPROVAL OF THE RECOMMENDED COMPENSATION WAS DOCUMENTED IN WRITTEN MINUTES PREPARED BY THE FOUNDATION'S SECRETARY PRIOR TO THE NEXT MEETING. IN MAY 2021 A NEW CFOO WAS HIRED. THE SAME COMPENSATION REVIEW PROCESS WAS HELD, AND THE EXECUTIVE COMMITTEES' DECISION WAS DOCUMENTED IN WRITTEN MINUTES PREPARED BY THE FOUNDATION'S SECRETARY PRIOR TO THE NEXT MEETING. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE FOUNDATION MAINTAINS COPIES OF ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS WHICH ARE AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE ORGANIZATION'S PRINCIPAL OFFICE. THE ORGANIZATION COMPLIES WITH ALL REQUESTS (WRITTEN OR VERBAL) FOR COPIES OF THESE DOCUMENTS. ALTERNATIVELY, THE FINANCIAL STATEMENTS ARE AVAILABLE AT THE FOUNDATION'S WEBSITE - WWW.SEATTLEFOUNDATION.ORG. |
| FORM 990, PART XI, LINE 9: |
CHANGE IN VALUE OF BENEFICIARY PAYMENTS 5,900,600. PERPETUAL TRUST IN TRANSIT -1,351,228. RETURNED GRANTS 431,066. |
Attach to Form 990 or 990-EZ.