2026-07-15T14:46:05-05:00 2025-08-31 410746749 CLIFTONLARSONALLEN LLP 121 SOUTH TEJON STREET SUITE 1100 COLORADO SPRINGS CO 80903 990 2024-09-01 410854160 GUTHRIE THEATER FOUNDATION GUTH 6122256000 818 SOUTH 2ND STREET MINNEAPOLIS MN 55415 TRISHA KIRK MANAGING DIRECTOR 6122256000 2026-07-14 1 1 SARAH HINTZ P00492291 7196350330 2026-07-13 2024 2025-03-06 01:10:19Z REBECCA KOENIG ROLOFF 818 SOUTH 2ND STREET MINNEAPOLIS MN 55415 33574475 0 X WWW.GUTHRIETHEATER.ORG X 1961 MN THE GUTHRIE THEATER, FOUNDED IN 1963, IS AN AMERICAN CENTER FOR THEATER PERFORMANCE, PRODUCTION, EDUCATION, AND PROFESSIONAL TRAINING. 41 40 671 235 41019 139 16039660 10166511 14783366 16006219 4941385 6521498 287294 158939 36051705 32853167 80509 71696 0 0 18397830 17967004 113941 107790 1580647 15351386 14674663 33943666 32821153 2108039 32014 160661885 164340713 9260926 9971745 151400959 154368968 X THE GUTHRIE THEATER ENGAGES EXCEPTIONAL THEATER ARTISTS IN THE EXPLORATION OF BOTH CLASSIC AND CONTEMPORARY PLAYS, CONNECTING THE COMMUNITY WE SERVE TO ONE ANOTHER AND TO THE WORLD. THROUGH ITS EXTRAORDINARY ARTISTS, STAFF AND FACILITY, THE GUTHRIE IS COMMITTED TO THE PEOPLE OF MINNESOTA AND, FROM ITS PLACE ROOTED DEEPLY IN THE TWIN CITIES, INFLUENCES THE FIELD AS A LEADING 21ST-CENTURY ARTS ORGANIZATION. 0 0 25033283 48371 15845821 THEATER PERFORMANCES: DURING THE 2024-2025 SEASON, THE GUTHRIE THEATER PRESENTED A VIBRANT SEASON OF CLASSIC AND CONTEMPORARY WORKS THAT ENGAGED TENS OF THOUSANDS OF PATRONS AND ENRICHED THE CULTURAL LIFE OF THE TWIN CITIES. THE SEASON OPENED WITH THE LEHMAN TRILOGY, AN INVENTIVE, ANTI REALIST PRODUCTION IN WHICH THREE ACTORS PORTRAYED 71 CHARACTERS, PROMPTING AUDIENCES TO REFLECT ON THE ORIGINS AND CONSEQUENCES OF AMERICA'S FINANCIAL SYSTEMS. ALL THE DEVILS ARE HERE, CREATED AND PERFORMED BY PATRICK PAGE, OFFERED A PROVOCATIVE EXPLORATION OF SHAKESPEARE'S VILLAINS AND PROVIDED A TIMELY LENS ON HUMAN CHOICE AND MORALITY. THE 50TH ANNIVERSARY STAGING OF A CHRISTMAS CAROL WELCOMED MORE THAN 55,000 ATTENDEES AND INTRODUCED A NEW SCROOGE WHOSE PERFORMANCE BROUGHT FRESH HUMOR AND WARMTH TO THE BELOVED HOLIDAY TRADITION. PRODUCTIONS SUCH AS THE HEART SELLERS CELEBRATED ASIAN AMERICAN HISTORY THROUGH AN INTIMATE FRIENDSHIP STORY, WHILE A MIDSUMMER NIGHT'S DREAM DELIGHTED AUDIENCES WITH ITS JOYFUL, VISUALLY RICH INTERPRETATION OF SHAKESPEARE'S CLASSIC. AGATHA CHRISTIE'S THE MOUSETRAP CAPTIVATED THEATERGOERS WITH ITS ICONIC MYSTERY, AND THE NACIREMA SOCIETY OFFERED A NUANCED PORTRAYAL OF A SELDOM DEPICTED SEGMENT OF BLACK AMERICAN SOCIETY. THE SEASON CONCLUDED WITH CABARET, WIDELY PRAISED AS A MAJOR LOCAL THEATER EVENT FOR ITS POWERFUL STORYTELLING AND ARTISTIC IMPACT. COLLECTIVELY, THESE PRODUCTIONS PROVIDED OVER 400 OPPORTUNITIES FOR COMMUNITY MEMBERS TO EXPERIENCE LIVE THEATER THAT SPARKED CONVERSATION, IMAGINATION, AND SHARED UNDERSTANDING. 670166 23325 160398 EDUCATION AND ENGAGEMENT: DURING THE 2024-2025 SEASON, THE GUTHRIE'S EDUCATION AND ENGAGEMENT PROGRAMS DEEPENED PUBLIC CONNECTION TO THE THEATER THROUGH A WIDE RANGE OF ACTIVITIES SERVING AUDIENCES OF ALL AGES. THE MAINSTAGE SEASON ENGAGEMENT SERIES OFFERED APPROXIMATELY 25 EVENTS, INCLUDING PLAY CLUBS, ARTIST CONVERSATIONS, AND COMMUNITY FOCUSED PROGRAMS SUCH AS AN INDIGENOUS ARTIST'S MARKET, ENGAGING PATRONS IN THE STUDY AND PRACTICE OF THEATER. THE THEATER IN FOCUS INITIATIVE EXPANDED ACCESS TO THEATRICAL LEARNING BY OFFERING EDUCATORS ARCHIVED PRODUCTIONS OF SHAKESPEARE'S HAMLET, HENRY V, AND A MIDSUMMER NIGHT'S DREAM, ALONG WITH GUTHRIE DESIGNED CURRICULUM FOR CLASSROOM USE. NEARLY 200 YOUNG PEOPLE PARTICIPATED IN WEEK-LONG SUMMER CAMPS TAUGHT BY PROFESSIONAL ARTISTS, WITH 72 SCHOLARSHIPS AWARDED TO REDUCE FINANCIAL BARRIERS; SEVERAL PAST PARTICIPANTS HAVE RETURNED AS PERFORMERS OR GONE ON TO PURSUE FURTHER TRAINING AT UNIVERSITIES WORLDWIDE. THE GUTHRIE ALSO SUSTAINED KEY PARTNERSHIPS, INCLUDING WITH THE UNIVERSITY OF MINNESOTA'S BFA ACTING TRAINING PROGRAM AND WITH YOUTH SERVING ORGANIZATIONS SUCH AS PROJECT SUCCESS AND INSPIREMSP, COLLECTIVELY CONNECTING THOUSANDS OF STUDENTS TO SUBSIDIZED THEATRICAL EXPERIENCES. ENGAGEMENT WITH THE NATIVE ADVISORY COUNCIL (NAC) INFORMED LAND STEWARDSHIP PRACTICES AND ANNUAL PROGRAMMING, AND SUPPORTED CONTRIBUTIONS OF MORE THAN $20,000 SINCE 2023 TO LOCAL NATIVE LED NONPROFITS. ADDITIONALLY, THE FOUR WEEK GUTHRIE ACTORS LAB SUPPORTED ABOUT 12 EMERGING TWIN CITIES THEATER ARTISTS IN ADVANCING THEIR CRAFT AND EXPANDING THEIR PROFESSIONAL NETWORKS. 25703449 1 1 0 1 0 0 0 0 0 1 1 1 0 0 1 1 1 0 0 0 1 0 0 1 1 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 210 0 1 671 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 41 40 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 MN X JANET BALEJ 6122256000 818 S 2ND ST MINNEAPOLIS MN 55415 JOSEPH HAJ DIRECTOR 40.00 X 700895 0 71150 JENNIFER REEDSTROM BISHOP CHAIR 15.00 X X 0 0 0 REBECCA KOENIG ROLOFF VICE CHAIR 5.00 X X 0 0 0 DAVID DINES TREASURER 10.00 X X 0 0 0 DAVID MOORE JR SECRETARY 5.00 X X 0 0 0 SUSAN W ALLEN DIRECTOR 5.00 X 0 0 0 MARTHA GOLDBERG ARONSON DIRECTOR 5.00 X 0 0 0 Y MARC BELTON DIRECTOR 5.00 X 0 0 0 MICHAEL J BLUM DIRECTOR 5.00 X 0 0 0 PETER BREW DIRECTOR 5.00 X 0 0 0 PRISCILLA BREWSTER DIRECTOR 5.00 X 0 0 0 JAMES L CHOSY DIRECTOR 5.00 X 0 0 0 AMY FITERMAN DIRECTOR 5.00 X 0 0 0 DIANE HOFSTEDE DIRECTOR 5.00 X 0 0 0 HANS KABAT DIRECTOR 5.00 X 0 0 0 JAY KIEDROWSKI DIRECTOR 5.00 X 0 0 0 JOHN KNAPP DIRECTOR 5.00 X 0 0 0 RYAN J LONG DIRECTOR 5.00 X 0 0 0 AUDREY LUCAS DIRECTOR 5.00 X 0 0 0 TIM MANNING DIRECTOR 5.00 X 0 0 0 W THOMAS MCENERY DIRECTOR 5.00 X 0 0 0 MUNIR MEGHJEE DIRECTOR 5.00 X 0 0 0 JENNIFER MELIN MILLER DIRECTOR 5.00 X 0 0 0 RENEE MONTZ DIRECTOR 5.00 X 0 0 0 LYNN MYHRAN DIRECTOR 5.00 X 0 0 0 WENDY NELSON DIRECTOR 5.00 X 0 0 0 ANNE PAAPE DIRECTOR 5.00 X 0 0 0 BRYAN PIETSCH DIRECTOR 5.00 X 0 0 0 ANN RAINHART DIRECTOR 5.00 X 0 0 0 BENJAMIN REINHARDT DIRECTOR 5.00 X 0 0 0 JERRY RUDOWSKY DIRECTOR 5.00 X 0 0 0 LEE SKOLD DIRECTOR 5.00 X 0 0 0 KENNETH F SPENCE DIRECTOR 5.00 X 0 0 0 LAURA DELANEY TAFT DIRECTOR 5.00 X 0 0 0 KWELI P THOMPSON DIRECTOR 5.00 X 0 0 0 MEREDITH BOONE TUTTEROW DIRECTOR 5.00 X 0 0 0 JOHN WALTHOUR DIRECTOR 5.00 X 0 0 0 STEVE C WEBSTER DIRECTOR 5.00 X 0 0 0 JUSTIN P WEINBERG DIRECTOR 5.00 X 0 0 0 JAMIE WILSON DIRECTOR 5.00 X 0 0 0 TODD ZAUN DIRECTOR 5.00 X 0 0 0 TRISHA KIRK MANAGING DIRECTOR 40.00 X 269052 0 44005 KRISTA MATHEWS DIRECTOR OF DEVELOPMENT 40.00 X 226080 0 30895 JENNIFER BAUMGARTNER CAMPAIGN DIRECTOR 40.00 X 138197 0 20585 JANET BALEJ DIRECTOR OF FINANCE 40.00 X 132937 0 24879 TRACY BRIGDEN SENIOR ARTISTIC PRODUCER 40.00 X 121442 0 45312 SARAH GULLICKSON DIRECTOR OF PRODUCTION 40.00 X 119809 0 20847 1708412 0 257673 11 0 1 0 HIGH POINT NETWORKS LLC 728 E BEATON DR 200 FARGO ND 58078 IT PROJECT & SERVICES 313882 MARA ISSACS DBA OCTOPUS THEATRICALS LLC 315 W 39TH ST 1003 NEW YORK NY 10018 PRESENTATION FEE 235450 BLUEPRINT ADVANCEMENT LLC 7090 N ORACLE RD 178 TUCSON AZ 85704 FUNDRAISING SERVICES 150061 POINT B SOLUTIONS LLC 7200 93RD AVE N 140 BROOKLYN PARK MN 55445 PRINTING 145381 CLIFTONLARSONALLEN LLP PO BOX 776376 CHICAGO IL 60606 ACCOUNTING SERVICES 105910 12 1280869 8885642 704194 10166511 PERFORMANCE AND CONCERTS 711110 14586260 14586260 BOX OFFICE FEES 711110 1168076 1168076 EDUCATION AND COMMUNITY PROGRAMS 611600 160398 160398 PUBLICATION SALES 711110 91485 91485 16006219 1791445 -20815 1812260 4969 4969 4722328 -7725 4730053 4730053 27557 4702496 108908 1280869 370001 -261093 -261093 393309 359032 34277 34277 MISCELLANEOUS REVENUE 711110 380786 380786 380786 32853167 16006219 41019 6639418 48371 48371 23325 23325 1185303 839608 345695 13665660 10755198 2020558 889904 331118 242572 63675 24871 1506705 1002165 420661 83879 1278218 827066 389371 61781 103055 103055 85765 85765 107790 107790 228321 228321 2248140 1577589 445362 225189 1593194 1492947 15278 84969 441958 310695 118211 13052 217361 184757 28257 4347 868054 868054 1588716 1344934 211278 32504 179671 150234 13126 16311 116063 84815 10796 20452 44485 37812 6673 4292262 3648423 643839 392725 333816 58909 UNION BENEFITS 738622 738622 PRODUCTION MATERIALS 659474 659474 HOUSING 495358 495358 OTHER EXPENSES 381439 37614 328227 15598 32821153 25703449 5537057 1580647 8387558 13840985 635276 348111 9297779 5154193 1287860 354036 121983 136329 921751 1244853 143485270 75419090 70766209 68066180 50712594 51192549 17389793 23366281 1141082 637196 160661885 164340713 2138711 2469047 4925495 5898190 1043009 950369 1153711 654139 9260926 9971745 X 70852992 69586963 80547967 84782005 151400959 154368968 160661885 164340713 X 32014 2934230 1765 X X 0 1 X 1 0 X 15352523 21625192 20771521 16039660 10166511 83955407 15352523 21625192 20771521 16039660 10166511 83955407 13837462 70117945 2062626 1373950 1116495 1566479 1817229 7936779 242 1610 1852 36294 52276 185710 279616 380786 934682 92828720 51794207 0.75530 0.74800 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MISCELLANEOUS REVENUE - 2020 AMOUNT: $ 36,294. 2021 AMOUNT: $ 52,276. 2022 AMOUNT: $ 185,710. 2023 AMOUNT: $ 279,616. 2024 AMOUNT: $ 380,786. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 1 48371 0 0 0 48371 0 PART II-B, LINE 1: PAYMENTS MADE TO MN CITIZENS FOR THE ARTS TO REPRESENT THE ORGANIZATION'S INTERESTS RELATED TO LEGISLATION AFFECTING THE THEATER. 69149613 100184 8796601 2859458 75186940 64715316 150000 9874322 5590025 69149613 58734858 5122912 3405980 2548434 64715316 64835935 1319155 -5095430 2324802 58734858 53559535 50250 13495548 2269398 64835935 0.06885 0.63909 0.29206 0 0 2106240 2106240 126593847 63724744 62869103 14785183 11694346 3090837 68066180 ALTERNATIVE INVESTMENTS 23366281 F 23366281 LEASE LIABILITY - OPERATING 578337 LEASE LIABILITY - FINANCING 75802 654139 X 35961873 2934230 42000 360797 3337027 32624846 228321 228321 32853167 32993864 42000 359032 401032 32592832 228321 228321 32821153 PART X, LINE 2: THE GUTHRIE IS CLASSIFIED AS A TAX-EXEMPT ORGANIZATION UNDER MINNESOTA STATE SECTIONS 290.05 AND 501(C)(3) OF THE INTERNAL REVENUE CODE (IRC) AND, AS SUCH, IS EXEMPT FROM TAXES EXCEPT ON UNRELATED BUSINESS INCOME. THE GUTHRIE'S ACCOUNTING POLICY PROVIDES THAT A TAX EXPENSE/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 GUTHRIE HAS NO UNCERTAIN TAX POSITIONS RESULTING IN AN ACCRUAL OF TAX EXPENSE OR BENEFIT AS OF AUGUST 31, 2025 AND 2024. PART XI, LINE 2D - OTHER ADJUSTMENTS: CHANGE IN ANNUITY 1,765. COGS 359,032. PART XII, LINE 2D - OTHER ADJUSTMENTS: COGS 359,032. NORTH AMERICA 0 0 INVESTMENTS N/A 63029 CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS N/A 13947929 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS N/A 149003 0 0 0 0 0 0 14159961 0 14159961 1 0 0 0 1 0 SCHEDULE F, PART I THE ACCRUAL METHOD WAS USED TO DETERMINE INVESTMENTS AMOUNTS IN PART I. X X X X 1 BLUEPRINT ADVANCEMENT LLC 7090 N ORACLE RD 178-1002 TUCSON AZ 85704 TELEFUND 1 313107 107790 205317 313107 107790 205317 MN FANFARE 1389777 1280869 108908 30983 14375 106959 17725 199959 1389777 1280869 108908 30983 14375 106959 17725 199959 370001 -261093 1 MINNESOTA CITIZENS FOR THE ARTS INC 661 LASALLE ST 220 220 ST PAUL MN 55114 411262965 501(C)(4) 48371 0 N/A N/A LOBBYING 0 1 SCHOLARSHIPS 46 23325 N/A N/A PART I, LINE 2: PAYMENTS MADE TO MN CITIZENS FOR THE ARTS TO REPRESENT THE ORGANIZATION'S INTERESTS RELATED TO LEGISLATION AFFECTING THE THEATER. EDUCATION SCHOLARSHIPS ARE AWARDED BASED ON THE FINANCIAL NEED OF THE FAMILY. NO MONITORING IS DEEMED NECESSARY POST AWARD. X 1 1 X X X X X 0 0 0 0 0 0 0 1 0 JOSEPH HAJ DIRECTOR 628704 0 63000 0 9191 0 32784 0 38366 0 772045 0 0 0 TRISHA KIRK MANAGING DIRECTOR 256125 0 0 0 12927 0 15273 0 28732 0 313057 0 0 0 KRISTA MATHEWS DIRECTOR OF DEVELOPMENT 226080 0 0 0 0 0 0 0 30895 0 256975 0 0 0 TRACY BRIGDEN SENIOR ARTISTIC PRODUCER 121442 0 0 0 0 0 7478 0 37834 0 166754 0 0 0 JENNIFER BAUMGARTNER CAMPAIGN DIRECTOR 138197 0 0 0 0 0 7710 0 12875 0 158782 0 0 0 JANET BALEJ DIRECTOR OF FINANCE 132937 0 0 0 0 0 7686 0 17193 0 157816 0 0 0 PART I, LINE 1A $5,639 WAS PAID FOR JOSEPH HAJ DURING THE YEAR FOR HEALTH OR SOCIAL CLUB DUES. THIS AMOUNT WAS NOT INCLUDED IN TAXABLE COMPENSATION. PART I, LINE 7 BEGINNING IN FY24, THE WORDING OF JOSEPH HAJ'S EMPLOYMENT CONTRACT READS: "YOU WILL HAVE THE OPPORTUNITY TO EARN A POTENTIAL ANNUAL PERFORMANCE BONUS OF BETWEEN 0% AND 12% OF YOUR BASE SALARY, WHICH WILL BE BASED UPON ACHIEVEMENT OF PERFORMANCE CRITERIA TO BE AGREED UPON AND APPROVED BY THE GTF BOARD EXECUTIVE COMMITTEE (EXECUTIVE COMMITTEE) AND YOU AT THE COMMENCEMENT OF EACH FISCAL YEAR DURING THE TERM OF THIS AGREEMENT PURSUANT TO PARAGRAPH 3(D), BELOW. YOUR ACTUAL BONUS FOR EACH SUCH YEAR WILL BE CALCULATED BY AWARDING A PERCENTAGE OR ZERO PERCENT (0%) FOR ACHIEVING OR NOT ACHIEVING, RESPECTIVELY, DURING THE PRECEDING FISCAL YEAR, EACH OF THE OBJECTIVES LISTED IN PARAGRAPH 3(D)." X 34 664549 FAIR MARKET VALUE X 2 3955 FAIR MARKET VALUE X AUCTION ITEMS 14 30983 FAIR MARKET VALUE X MAKEUP 2 4707 FAIR MARKET VALUE 0 0 1 0 PART I, COLUMN (B): THE NUMBER OF CONTRIBUTIONS WAS USED IN PART I. FORM 990, PART VI, SECTION A, LINE 1A LIFETIME DIRECTORS MAY NOT VOTE OR BE COUNTED TOWARDS A QUORUM. THE EXECUTIVE COMMITTEE IS MADE UP OF ALL THE OFFICERS, THE CHAIRS OF ALL BOARD COMMITTEES AND UP TO 3 ADDITIONAL DIRECTORS DESIGNATED BY THE CHAIR - ALL ARE MEMBERS OF THE GOVERNING BODY. FROM THE BYLAWS: "THE EXECUTIVE COMMITTEE SHALL HAVE AND MAY EXERCISE ALL OF THE POWERS OF THE BOARD WHEN THE BOARD IS NOT IN SESSION, EXCEPT WITH RESPECT TO: A)THE ELECTION OF MEMBERS OF THE BOARD; B)THE REMOVAL OF A MEMBER OF THE BOARD; AND C)THE AMENDMENT OR REPEAL OF BYLAWS OR THE ADOPTION OF NEW BYLAWS." FORM 990, PART VI, SECTION B, LINE 11B THE RETURN IS PREPARED BY THE ORGANIZATIONS CPA FIRM WITH INFORMATION PROVIDED BY MANAGEMENT. THE RETURN IS THEN DISTRIBUTED ELECTRONICALLY TO THE FULL BOARD FOR REVIEW PRIOR TO FILING. FORM 990, PART VI, SECTION B, LINE 12C EACH YEAR, ALL BOARD MEMBERS AND SENIOR EXECUTIVES SUBMIT TO MANAGEMENT A WRITTEN DISCLOSURE STATEMENT IDENTIFYING ANY KNOWN, REAL, AND POTENTIAL CONFLICTS OF INTEREST. A SUMMARY OF THESE CONFLICTS IS REVIEWED BY THE GOVERNANCE COMMITTEE AND REPORTED TO THE BOARD. ADDITIONALLY, MANAGEMENT REVIEWS THE DOCUMENTS AND CONDUCTS BUSINESS WITH OUTSIDE PARTIES BASED SOLELY ON WHAT IS IN THE BEST INTEREST OF THE THEATER. A DIRECTOR SHALL DISCLOSE ANY REAL OR POTENTIAL CONFLICT OF INTEREST THE DIRECTOR MAY HAVE IN A BOARD DECISION BEFORE THE BOARD OR THE EXECUTIVE COMMITTEE REVIEWS THE TRANSACTION AND TAKES ACTION. AFTER DISCLOSURE OF THE FACTS PERTINENT TO A POTENTIAL CONFLICT OF INTEREST, THE DIRECTOR SHALL LEAVE THE MEETING WHILE THE REMAINING DIRECTORS DETERMINE WHETHER THE FACTS CONSTITUTE A CONFLICT OF INTEREST. A DIRECTOR WHO HAS BEEN DETERMINED TO HAVE A CONFLICT OF INTEREST MAY MAKE A FACTUAL PRESENTATION AT THE MEETING, BUT AFTER SUCH PRESENTATION, HE OR SHE SHALL LEAVE THE MEETING DURING THE DISCUSSION OF, AND THE VOTE ON, THE CONTRACT OR TRANSACTION THAT RESULTS IN THE CONFLICT OF INTEREST. A DIRECTOR WHO HAS BEEN DETERMINED TO HAVE A CONFLICT OF INTEREST IN RESPECT OF A MATTER SHALL REFRAIN FROM PARTICIPATION IN THE DISCUSSION OF THE MATTER AND SHALL ABSTAIN FROM VOTING ON THE MATTER. IN ADDITION, A DIRECTOR WHO HAS A CONFLICT OF INTEREST SHALL NOT BE CONSIDERED PRESENT IN DETERMINING WHETHER A MAJORITY OF ALL MEMBERS OF THE BOARD OF DIRECTORS OR THE EXECUTIVE COMMITTEE, AS THE CASE MAY BE, IS PRESENT FOR THE MEETING AT WHICH THE TRANSACTION THAT RESULTS IN THE CONFLICT OF INTEREST IS TO BE VOTED UPON. FORM 990, PART VI, SECTION B, LINE 15A THE DIRECTOR POSITION COMPENSATION IS DISCUSSED AND APPROVED BY A SPECIAL COMMITTEE OF THE BOD. AN INDEPENDENT COMPENSATION CONSULTANT IS RETAINED TO HELP DETERMINE A REASONABLE AMOUNT OF COMPENSATION BASED ON SPECIFIC CRITERIA. AS PART OF THE INDEPENDENT CONSULTANT'S REVIEW, COMPARABLE EXECUTIVE COMPENSATION DATA FROM OTHER LARGE CULTURAL INSTITUTIONS ACROSS THE COUNTRY IS USED. THE LAST TIME THIS PROCESS WAS CONDUCTED WAS IN 2023. FORM 990, PART VI, SECTION C, LINE 19 ALL POLICIES AND FINANCIAL DATA ARE AVAILABLE UPON REQUEST. FORM 990, PART XI, LINE 9: CHANGE IN ANNUITY 1,765. FORM 990, PART XII, LINE 2C: THE PROCESS FOR OVERSIGHT AND SELECTION OF AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED FROM THE PRIOR YEAR.