2023-11-15T23:59:34-06:00 2022-12-31 873231666 PKF O'CONNOR DAVIES ADVISORY LLC 500 MAMARONECK AVENUE SUITE 301 HARRISON NY 105281633 990 2022-01-01 133499385 HUDSON VALLEY SHAKESPEARE FESTIVAL INC HUDS 8458095750 PO BOX 125 GARRISON NY 10524 ROBIN SHELBY ARDITI PRESIDENT 8458095750 2023-11-15 1 ROBIN SHELBY ARDITI XXX-XX-XXXX 1 EVA MRUK P00543254 9143818900 2023-11-15 3 AAL1 IAL1 2022 2023-04-26 12:10:37Z ROBIN SHELBY ARDITI PO BOX 125 GARRISON NY 10524 12966793 0 X HTTPS://HVSHAKESPEARE.ORG/ X 1988 NY SEE SCHEDULE O 25 25 168 25 11250 0 8786404 4455056 833326 702586 189850 60825 -3785 23637 9805795 5242104 0 0 0 0 1696602 2280870 297026 219722 656863 1476173 2077278 3469801 4577870 6335994 664234 13956658 14471878 657749 809347 13298909 13662531 X ROOTED IN THE LANDSCAPE OF THE HUDSON VALLEY, WITH THE PLAYS OF WILLIAM SHAKESPEARE AS OUR TOUCHSTONE, HVSF ENGAGES THE WIDEST POSSIBLE AUDIENCE IN A THEATRICAL CELEBRATION OF OUR SHARED HUMANITY.VISION: WE ARE A CLASSICAL REPERTORY THEATER THAT EMBRACES THE PRESENT MOMENT, AND OUR WORK SPRINGS FROM THE MOST ESSENTIAL OF ELEMENTS ACTOR, AUDIENCE, LANGUAGE, AND LANDSCAPE. AS BOTH A LOCAL COMMUNITY HUB AND A NATIONAL ARTS DESTINATION, WE FOSTER MEANINGFUL HUMAN CONNECTIONS AT THE CONVERGENCE OF NATURE AND CULTURE.CORE VALUES: EXCELLENCE, INCLUSION, GENEROSITY, PLAYFULNESS, SUSTAINABILITY 0 0 3181092 677018 IN 2022, HVSF PERFORMED ITS SECOND SUMMER SEASON OF OPEN-AIR PERFORMANCES AT ITS NEW LOCATION IN GARRISON, NY. OUR SEASON INCLUDED PRODUCTIONS OF HENRY V DIRECTED BY ARTISTIC DIRECTOR DAVIS MCCALLUM, LOVES LABORS LOST DIRECTED BY AMANDA DEHNERT, AND A WORLD PREMIERE OF A NEW MUSICAL, PENELOPE, COMPOSED BY ALEX BECHTEL, CO WRITTEN BY EVA STEINMETZ AND GRACE MCLEAN, AND DIRECTED BY EVA STEINMETZ. THE SEASON REACHED OVER 13,500 AUDIENCE MEMBERS THROUGH IN-PERSON ATTENDANCE, AND SAW A RETURN TO FULL ATTENDANCE CAPACITY FOLLOWING THE RELEASE OF COVID-19 PANDEMIC RESTRICTIONS. 80578 23582 IN ITS 28TH YEAR, HVSF'S WELL-ESTABLISHED EDUCATION PROGRAM SUCCESSFULLY RESUMED MOST IN-SCHOOL ACTIVITIES, MARKING A SIGNIFICANT STEP FORWARD SINCE THE ONSET OF THE COVID-19 PANDEMIC. OUR TEAM ENGAGED WITH OVER 10,000 STUDENTS ACROSS MORE THAN 20 SCHOOLS IN THE TRI-STATE AREA THROUGH 383 IN-PERSON WORKSHOPS AND RESIDENCIES LED BY TEACHING ARTISTS. RECOGNIZING THE ONGOING SAFETY CHALLENGES OF HOSTING LARGE GATHERINGS IN EDUCATIONAL SETTINGS, WE ADAPTED BY OFFERING A STREAMING VERSION OF WILLIAM SHAKESPEARE'S "A MIDSUMMER NIGHT'S DREAM," DIRECTED BY MATTHEW SALDIVAR, AS AN ALTERNATIVE TO OUR TRADITIONAL LIVE SCHOOL TOURS. 22336 THE ANNUAL HVSF NEW PLAY DEVELOPMENT SERIES OCCURRED IN AUGUST, AND DEVELOPMENT WORKSHOPS INCLUDED HVSF 'S COMMISSIONED "UNTITLED AGATHA PROJECT" BY HEIDI ARMBRUSTER, "MEMNON" BY WILL POWERS AND DIRECTED BY CARL COFIELD, AND "MADEA: RE-VERSED" BY LUIS QUINTERO. IN COLLABORATION WITH PROCESSIONAL ARTS WORKSHOP AND MULTIPLE LOCAL ORGANIZATIONS, HIGHLAND LIGHTS RETURNED FOR A SECOND YEAR, A UNIQUE BLEND OF ART AND NATURE INVITING COMMUNITY ENGAGEMENT THROUGH FREE PUBLIC WORKSHOPS. THESE WORKSHOPS, HELD FROM MARCH TO APRIL, PROVIDED PARTICIPANTS WITH THE OPPORTUNITY TO CRAFT LANTERNS USING WIRE-FORMING, DECOUPAGE, AND LED LIGHTING TECHNIQUES. THE PROGRAM REACHED ITS PEAK WITH A GLOWING OUTDOOR PROCESSION, LIGHTING UP THE GARRISON PATHS WITH A COMMUNITY-CREATED DISPLAY OF LIGHTS AND LANTERNS.THE BAKE-OFF COMMUNITY PLAYWRITING SERIES RESUMED IN PERSON IN NOVEMBER 2022, IN PARTNERSHIP WITH FIVE LOCAL LIBRARIES WITH WRITING WORKSHOPS ATTENDED BY 78 PEOPLE AND RECEIVED OVER 42 PLAY SUBMISSIONS. SIX PLAYS WERE SELECTED FOR THE FINAL READING IN THE FALL. THE 2022 THEME WAS "LOVE NEVER DIES IN MEMORY" A RESPONSE TO OUR INAUGURAL 2022 SEASON AT THE GARRISON. BOTH HIGHLAND LIGHTS AND THE "BAKE OFF" ARE A PART OF HVSF 'S FULL CIRCLE INITIATIVE TO BUILD AND SUSTAIN COMMUNITY THROUGH RADICALLY PARTICIPATORY ART-MAKING. 3284006 1 1 0 1 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 1 57 0 168 1 1 1 0 0 0 0 1 1 0 0 0 0 0 0 X 25 25 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 NY X X X LINDA PATTERSON 8458095750 PO BOX 125 GARRISON NY 10524 ROBIN SHELBY ARDITI PRESIDENT 15.00 X X 0 0 0 LAURA JEAN WILSON VICE PRESIDENT 5.00 X X 0 0 0 EDWARD B WHITNEY SECRETARY 7.00 X X 0 0 0 HEATHER HOPKINS TREASURER 15.00 X X 0 0 0 SUZANNE BAKER DIRECTOR 2.00 X 0 0 0 LUIS CASTRO DIRECTOR 8.00 X 0 0 0 MARY ELIZABETH BUNZEL DIRECTOR 2.00 X 0 0 0 HEIDI ETTINGER DIRECTOR 2.00 X 0 0 0 PEPPER EVANS DIRECTOR 4.00 X 0 0 0 KRYSTAL FORD DIRECTOR 2.00 X 0 0 0 RANDY FLORKE DIRECTOR 2.00 X 0 0 0 SANDRA GOLDMARK DIRECTOR 6.00 X 0 0 0 STEVEN HOLLEY DIRECTOR 2.00 X 0 0 0 JAMES KILMAN DIRECTOR, THRU 7/2022 4.00 X 0 0 0 PATRICIA KING DIRECTOR 2.00 X 0 0 0 DANIEL KRAMER DIRECTOR 2.00 X 0 0 0 CHRISTINE WONG LENT DIRECTOR 2.00 X 0 0 0 CARL LOEWENSON DIRECTOR 4.00 X 0 0 0 NAT PRENTICE DIRECTOR 4.00 X 0 0 0 FREDERIC C RICH DIRECTOR 15.00 X 0 0 0 LAURI WASHINGTON SAWYER DIRECTOR 4.00 X 0 0 0 BYRON STINSON DIRECTOR 4.00 X 0 0 0 DR ELLIOTT SUMERS DIRECTOR 7.00 X 0 0 0 JAMES STANFORD DIRECTOR 4.00 X 0 0 0 SARENA STRAUS DIRECTOR 2.00 X 0 0 0 VERNON WILSON DIRECTOR 2.00 X 0 0 0 KATE LIBERMAN MANAGING DIRECTOR, THRU 8/2022 60.00 X 79831 0 12261 KENDRA EKELUND MANAGING DIRECTOR, EFF. 11/2022 60.00 X 18846 0 2 LINDA PATTERSON CONTROLLER 40.00 X 86304 0 18163 DAVIS MCCALLUM ARTISTIC DIRECTOR 60.00 X 116051 0 26825 301032 0 57251 1 0 0 0 STUDIO GANG 1520 WEST DIVISION STREET CHICAGO IL 60642 THEATER ARCHITECTURAL SERVICES 872568 POLHEMUS CONSTRUCTION 12 MANITOU ROAD GARRISON NY 10524 CONSTRUCTION SERVICES 463235 ABOUT THE WORK LLC 40 EXCHANGE PLACE SUITE 1708 NEW YORK NY 10005 PROJECT MANAGERIAL SERVICES 208596 AD HAMINGSON & ASSOCIATES 10 SAINT PAULS PLACE APT 4M BROOKLYN NY 11226 FUNDRAISING CONSULTANTING SERVICES 175640 KELLARD SESSIONS CONSULTING 500 MAIN STREET ARMONK NY 10504 ENVIRONMENTAL CONSULTANTING SERVICES 171408 9 213132 634565 3607359 167629 4455056 ADMISSIONS 711190 678434 678434 WORKSHOPS 611600 23082 23082 EDUCATIONAL PROPERTIES RENTALS 611600 570 570 EDUCATION PROGRAM 611600 500 500 702586 77407 77407 7653183 7669765 -16582 -16582 -16582 57662 213132 46839 10823 10823 6099 8085 -1986 -1986 ADVERTISEMENTS 541800 11250 11250 OTHER INCOME 900099 3550 3550 14800 5242104 700600 11250 75198 215405 36979 141447 36979 1749490 1395235 194825 159430 19787 14632 3093 2062 109510 99393 10117 186678 137815 30303 18560 31513 31513 78600 78600 219722 219722 360086 166474 173118 20494 142878 114388 7122 21368 113678 84663 14684 14331 23046 14040 5388 3618 30992 30992 47360 44723 1795 842 157536 152112 3485 1939 129193 129193 34531 17068 11888 5575 TEMPORARY ROOM & BOARD 345237 345237 PRODUCTION EQUIPMENT 188960 188960 PRODUCTION EXPENSE 165336 165336 REPAIRS & MAINTENANCE 137698 137698 90634 9068 18340 63226 4577870 3284006 637001 656863 1181971 2530801 358962 439844 4683399 5008357 87887 1160523 7657 8665 5503278 1317708 1632074 4185570 5944219 1089841 60489 48277 13956658 14471878 224921 778606 432828 30741 657749 809347 X 665838 -1540728 12633071 15203259 13298909 13662531 13956658 14471878 664234 -300612 0 X X 0 1 X 1 0 X 1725276 3061609 5619964 8786404 4455056 23648309 1522574 1743604 15839 851634 708685 4842336 3247850 4805213 5635803 9638038 5163741 28490645 355724 336087 2617595 294315 264840 3868561 0 355724 336087 2617595 294315 264840 3868561 24622084 22121 16736 26534 91435 77407 234233 22121 16736 26534 91435 77407 234233 10823 10823 47688 56542 401763 3550 509543 3317659 4878491 6064100 9729473 5255521 29245244 0.84190 0.82950 0.00800 0.00640 X SCHEDULE A, PART III, LINE 12, EXPLANATION OF OTHER INCOME: OTHER INCOME - 2018 AMOUNT: $ 2,912. 2019 AMOUNT: $ 6,197. 2020 AMOUNT: $ 3,097. 2022 AMOUNT: $ 3,550. FACILITIES FEES - 2018 AMOUNT: $ 44,776. 2019 AMOUNT: $ 50,345. INSURANCE PROCEEDS - 2020 AMOUNT: $ 398,666. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 78600 78600 0 PART II-B, LINE 1: HVSF IS UNDERGOING A MULTI-YEAR CAPITAL CAMPAIGN AND IS IN THE FINAL PHASE OF ITS CAMPAIGN. AS A PART OF THAT WORK, THE COMPANY HAS ENGAGED TWO OUTSIDE LOBBYING FIRMS, ONE TO SUPPORT SEEKING NEW YORK STATE FUNDING REQUESTS AND THE OTHER FOR FEDERAL FUNDS. 1916944 1317708 599236 3586334 3586334 4185570 X 5277355 -300612 327778 8085 35251 5242104 0 5242104 4913733 327778 8085 335863 4577870 0 4577870 PART X, LINE 2: THE HVSF RECOGNIZES THE EFFECT OF INCOME TAX POSITIONS ONLY WHEN THEY ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE HVSF HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION AND/OR DISCLOSURE. THE HVSF IS NO LONGER SUBJECT TO EXAMINATIONS BY APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO DECEMBER 31, 2019. PART XI, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD NETTED AGAINST SALES 8,085. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD NETTED AGAINST SALES 8,085. X X X X X X X 1 AD HAMINGSON & ASSOCIATES 10 ST PAULS PLACE 4M BROOKLYN NY 11226 CAPITAL CAMPAIGN CONSULTANT 0 0 196622 -196622 ADVANCE NYC INC PO BOX 445 PLEASANTVILLE NY 10570 GRANT WRITING/OPERATING 0 0 23100 -23100 219722 -219722 NY ANNUAL GALA 270794 213132 57662 10663 17999 13591 4586 270794 213132 57662 10663 17999 13591 4586 46839 10823 SCHEDULE G, PART I, LINE 2B, COLUMN (V) A.D. HAMINGSON & ASSOCIATES HVSF SHALL PAY ALL EXPENSES REASONABLY INCURRED BY CONSULTANT, IF ANY, IN THE COURSE OF PERFORMING SERVICES UNDER THE AGREEMENT, AS MUTUALLY AGREED UPON IN ADVANCE BY THE PARTIES HERETO. EXPENSES SHALL INCLUDE REIMBURSEMENT FOR TRAVEL, MEALS RELATED TO HVSF MEETINGS, BATCH DATA SCREENS, AND OTHER MUTUALLY AGREED UPON EXPENSES. ADVANCE NYC, INC. HVSF WILL REIMBURSE THE CONSULTANT FOR ALL EXPENSES REASONABLY INCURRED. ALL EXPENSES FOR WHICH REIMBURSEMENT IS SOUGHT IS APPROVED IN WRITING BY HVSF. X 8 149289 AVG. SELLING PRICE X AUCTION ITEMS 19 18340 COST 0 0 1 0 PART I, COLUMN (B): THE AMOUNT IN PART I, COLUMN (B) REPRESENTS THE NUMBER OF CONTRIBUTORS. FORM 990, PART I, LINE 1 ROOTED IN THE LANDSCAPE OF THE HUDSON VALLEY, WITH THE PLAYS OF WILLIAM SHAKESPEARE AS OUR TOUCHSTONE, HVSF ENGAGES THE WIDEST POSSIBLE AUDIENCE IN A THEATRICAL CELEBRATION OF OUR SHARED HUMANITY. IN LATE 2019, HVSF COMMENCED THE PRIVATE PHASE OF A CAPITAL CAMPAIGN TO SUPPORT THE CREATION OF A NEW OUTDOOR, ECOLOGICALLY-DRIVEN THEATER CAMPUS IN THANKS TO A GENEROUS BENEFACTOR WHO OFFERED THE COMPANY 98-ACRES OF RIVER-VIEW PROPERTY IN THE HUDSON HIGHLANDS. THIS CAMPAIGN IS ONGOING. IN 2022, HVSF PERFORMED ITS SECOND SUMMER SEASON OF OPEN-AIR PERFORMANCES AT ITS NEW LOCATION IN GARRISON, NY. OUR SEASON INCLUDED PRODUCTIONS OF HENRY V DIRECTED BY ARTISTIC DIRECTOR DAVIS MCCALLUM, LOVES LABORS LOST DIRECTED BY AMANDA DEHNERT, AND A WORLD PREMIERE OF A NEW MUSICAL, PENELOPE, COMPOSED BY ALEX BECHTEL, CO WRITTEN BY EVA STEINMETZ AND GRACE MCLEAN, AND DIRECTED BY EVA STEINMETZ. THE SEASON REACHED OVER 13,000 AUDIENCE MEMBERS THROUGH IN-PERSON ATTENDANCE, AND SAW A RETURN TO FULL CAPACITY FOLLOWING THE RELEASE OF COVID-19 PANDEMIC RESTRICTIONS. FORM 990, PART I, QUESTION 5, AND PART V, QUESTION 2A: THE ORGANIZATION CONTRACTED WITH A PROFESSIONAL EMPLOYER ORGANIZATION (PEO) FOR SERVICES, INCLUDING BUT NOT LIMITED TO, PAYROLL, TIMEKEEPING, EMPLOYEE BENEFITS, HR ADMINISTRATION AND WORKFORCE REGULATORY COMPLIANCE NEEDS. AS THE EMPLOYER OF RECORD FOR TAX PURPOSES, FORMS W-2 AND W-3 ARE ISSUED BY THE PEO AND FILED UNDER THE PEO'S FEDERAL EIN. IN THIS COEMPLOYMENT ARRANGEMENT, THE ORGANIZATION IS THE COMMON LAW EMPLOYER AND, ACCORDINGLY, COMPENSATION IS REPORTED ON FORM 990, PART VII, SECTION A AND PART IX, LINES 5 - 10. FORM 990, PART VI, SECTION B, LINE 11B HUDSON VALLEY SHAKESPEARE FESTIVAL, INC. HAS ITS FORM 990 PREPARED BY AN OUTSIDE ACCOUNTING FIRM AND HAS ESTABLISHED THE FOLLOWING REVIEW PROCESS TO ENSURE THAT THE INFORMATION REPORTED IS COMPLETE AND ACCURATE. WHEN THE FORM 990 HAS BEEN PREPARED, REVIEWED BY MANAGEMENT AND IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, A COPY OF THE FORM 990 IS ELECTRONICALLY SENT TO THE BOARD. ANY COMMENTS ARE THEN PROVIDED TO THE OUTSIDE ACCOUNTANTS. ONCE THE COMMENTS ARE ADDRESSED THE RETURN IS FINALIZED AND APPROVED FOR FILING WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C MANAGEMENT AND THE BOARD MONITORS COMPLIANCE AND FOLLOWS UP TO MAKE SURE THAT ALL APPLICABLE PERSONS COMPLETE THE REQUIRED DISCLOSURE FORMS, ON AN ANNUAL BASIS. ANY DISCLOSURE FORMS WHICH ARE SUBMITTED WITH A NOTED CONFLICT ARE REVIEWED AND DISCUSSED BY THE BOARD AUDIT COMMITTEE. EACH BOARD MEMBER ALSO UNDERTAKES TO NOTIFY THE PRESIDENT OR SECRETARY OF HVSF IF HE OR SHE BECOMES AWARE OF ANY RELATIONSHIP OR SITUATION THAT MIGHT RESULT IN, OR GIVE THE APPEARANCE OF BEING, A CONFLICT OF INTEREST. THE DIRECTOR, OFFICER OR KEY EMPLOYEE WHO DISCLOSED THE INTEREST IN A PROPOSED OR EXISTING RELATED PARTY TRANSACTION MAY MAKE A PRESENTATION TO AND RESPOND TO QUESTIONS BY THE AUDIT COMMITTEE OR BOARD OF DIRECTORS BUT MAY NOT ATTEMPT TO INFLUENCE IMPROPERLY THE DELIBERATION OR VOTING ON THE MATTER. AFTER SUCH PRESENTATION THEY MUST LEAVE THE MEETING DURING DELIBERATION & VOTING. FORM 990, PART VI, SECTION B, LINE 15A THE POLICY FOR DETERMINING TOP MANAGEMENT COMPENSATION WAS VOTED BY THE BOARD AS A PART OF THE "ROLE OF COMMITTEES" DOCUMENT. IT READS AS FOLLOWS: WITHOUT LIMITING THE FOREGOING, IT SHALL BE THE EXECUTIVE COMMITTEE'S RESPONSIBILITY TO EVALUATE THE PERFORMANCE AND THE COMPENSATION OF THE ARTISTIC DIRECTOR AND THE MANAGING DIRECTOR ON AN ANNUAL BASIS, SUCH EVALUATIONS TO TAKE PLACE IN EXECUTIVE SESSION. IN ADDITION, AS PART OF ANNUAL BUDGET PROCESS, THE ARTISTIC DIRECTOR AND THE MANAGING DIRECTOR SHALL SHARE BUDGETED STAFF COMPENSATION PLANS FOR THE FORTHCOMING YEAR. THE EXECUTIVE COMMITTEE MAY ESTABLISH A COMPENSATION SUBCOMMITTEE TO ASSIST IT IN MEETING ITS RESPONSIBILITIES FOR REVIEWING AND RECOMMENDING THE COMPENSATION AND BENEFITS OF THE ARTISTIC DIRECTOR AND THE MANAGING DIRECTOR TO THE BOARD. THE RESPONSIBILITIES OF THE SUBCOMMITTEE SHALL CONSIST OF PROVIDING INFORMATION AND RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE WITH RESPECT TO (1) SELECTION OF AN APPROPRIATE PEER GROUP FOR BENCHMARK COMPARISON PURPOSES, (2) A STRATEGY FOR COMPARING OUR AD/MD COMPENSATION TO ONE ANOTHER AND TO THE PEER GROUP OVER TIME, (3) DEFINING "COMPENSATION AND BENEFITS", (4) COMPARING OUR COMPENSATION TO REPORTED COMPENSATION FOR LIKE POSITIONS AMONG THE PEER GROUP, (5) OVERSEEING FORM 990 REPORTING WITH RESPECT TO MANAGEMENT COMPENSATION, AND (6) EMPLOYMENT AGREEMENT MATTERS. ALL ACTION BY THE EXECUTIVE COMMITTEE SHALL BE REPORTED AT THE NEXT BOARD MEETING, EXCEPT THAT ARTISTIC DIRECTOR AND MANAGING DIRECTOR PERFORMANCE EVALUATIONS AND COMPENSATION MATTERS SHALL BE DISCUSSED IN EXECUTIVE SESSION. THE COMPENSATION DETERMINATION PROCESS DESCRIBED ABOVE WAS LAST IMPLEMENTED FOR THE MANAGING DIRECTOR AND ARTISTIC DIRECTOR IN 2017 ON FIVE YEAR CONTRACTS, WHICH INCLUDE BUILT IN SALARY ADJUSTMENTS. THE CONTRACTS ARE VALID UNTIL 2022. THE PROCESS ALSO INCLUDED REVIEW BY INDEPENDENT PERSONS OF COMPARABILITY DATA AND BOARD APPROVAL. SUCH APPROVAL WAS DOCUMENTED IN THE MINUTES OF AN EXECUTIVE SESSION OF THE BOARD.THE POLICY FOR DETERMINING TOP MANAGEMENT COMPENSATION WAS VOTED BY THE BOARD AS A PART OF THE "ROLE OF COMMITTEES" DOCUMENT. IT READS AS FOLLOWS: WITHOUT LIMITING THE FOREGOING, IT SHALL BE THE EXECUTIVE COMMITTEE'S RESPONSIBILITY TO EVALUATE THE PERFORMANCE AND THE COMPENSATION OF THE ARTISTIC DIRECTOR AND THE MANAGING DIRECTOR ON AN ANNUAL BASIS, SUCH EVALUATIONS TO TAKE PLACE IN EXECUTIVE SESSION. IN ADDITION, AS PART OF ANNUAL BUDGET PROCESS, THE ARTISTIC DIRECTOR AND THE MANAGING DIRECTOR SHALL SHARE BUDGETED STAFF COMPENSATION PLANS FOR THE FORTHCOMING YEAR. THE EXECUTIVE COMMITTEE MAY ESTABLISH A COMPENSATION SUBCOMMITTEE TO ASSIST IT IN MEETING ITS RESPONSIBILITIES FOR REVIEWING AND RECOMMENDING THE COMPENSATION AND BENEFITS OF THE ARTISTIC DIRECTOR AND THE MANAGING DIRECTOR TO THE BOARD. THE RESPONSIBILITIES OF THE SUBCOMMITTEE SHALL CONSIST OF PROVIDING INFORMATION AND RECOMMENDATIONS TO THE EXECUTIVE COMMITTEE WITH RESPECT TO (1) SELECTION OF AN APPROPRIATE PEER GROUP FOR BENCHMARK COMPARISON PURPOSES, (2) A STRATEGY FOR COMPARING OUR AD/MD COMPENSATION TO ONE ANOTHER AND TO THE PEER GROUP OVER TIME, (3) DEFINING "COMPENSATION AND BENEFITS", (4) COMPARING OUR COMPENSATION TO REPORTED COMPENSATION FOR LIKE POSITIONS AMONG THE PEER GROUP, (5) OVERSEEING FORM 990 REPORTING WITH RESPECT TO MANAGEMENT COMPENSATION, AND (6) EMPLOYMENT AGREEMENT MATTERS. ALL ACTION BY THE EXECUTIVE COMMITTEE SHALL BE REPORTED AT THE NEXT BOARD MEETING, EXCEPT THAT ARTISTIC DIRECTOR AND MANAGING DIRECTOR PERFORMANCE EVALUATIONS AND COMPENSATION MATTERS SHALL BE DISCUSSED IN EXECUTIVE SESSION. THE COMPENSATION DETERMINATION PROCESS DESCRIBED ABOVE WAS LAST IMPLEMENTED FOR THE MANAGING DIRECTOR AND ARTISTIC DIRECTOR IN 2017 ON FIVE YEAR CONTRACTS, WHICH INCLUDE BUILT IN SALARY ADJUSTMENTS. THE CONTRACTS ARE VALID UNTIL 2022. THE PROCESS ALSO INCLUDED REVIEW BY INDEPENDENT PERSONS OF COMPARABILITY DATA AND BOARD APPROVAL. SUCH APPROVAL WAS DOCUMENTED IN THE MINUTES OF AN EXECUTIVE SESSION OF THE BOARD. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS FORM 990 AND FORM 1023 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. BOTH THE FORM 990 AND FINANCIAL STATEMENTS ARE AVAILABLE ON THE ORGANIZATION'S WEBSITE AND THE RETURN IS AVAILABLE ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION AND BYLAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST OR BY CALLING THE ORGANIZATION DIRECTLY. FORM 990, PART XII, LINE 2C: THE HUDSON VALLEY SHAKESPEARE FESTIVAL, INC. HAS A COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND SELECTION OF ITS INDEPENDENT AUDITOR. THE POLICY FOR SELECTION AND OVERSIGHT OF THE INDEPENDENT AUDITORS HAS NOT CHANGED SINCE LAST YEAR.