2025-07-15T16:04:34-05:00 2024-08-31 410746749 CLIFTONLARSONALLEN LLP 121 SOUTH TEJON STREET SUITE 1100 COLORADO SPRINGS CO 80903 990 2023-09-01 410854160 GUTHRIE THEATER FOUNDATION GUTH 6122256000 818 SOUTH 2ND STREET MINNEAPOLIS MN 55415 TRISHA KIRK MANAGING DIRECTOR 6122256000 2025-07-15 1 1 SARAH HINTZ P00492291 7196350330 2025-07-15 2023 2025-03-06 01:10:19Z JENNIFER REEDSTROM BISHOP 818 SOUTH 2ND STREET MINNEAPOLIS MN 55415 42618670 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 40 671 198 31417 242 20771521 16039660 13364772 14783366 3299253 4941385 -58203 287294 37377343 36051705 41220 80509 0 0 18148326 18397830 122992 113941 1697298 17791398 15351386 36103936 33943666 1273407 2108039 152917477 160661885 8993667 9260926 143923810 151400959 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 26472088 44504 14553905 THEATER PERFORMANCES: THE 2023-2024 SEASON WAS ONE OF THE MOST AMBITIOUS IN THE THEATER'S HISTORY. ARTISTIC HIGHLIGHTS INCLUDED THE WORLD PREMIERE OF FOR THE PEOPLE - THE FIRST GUTHRIE MAINSTAGE PRODUCTION WRITTEN BY, FOR AND ABOUT NATIVE PEOPLE. DEVELOPMENT OF THE PLAY INVOLVED A COLLABORATIVE AND ILLUMINATING CREATIVE PROCESS WITH DOZENS OF NATIVE PARTNERS, AND AT THE END OF THE RUN, FOR THE PEOPLE WAS RECOGNIZED BY LIEUTENANT GOVERNOR PEGGY FLANAGAN AS A VITAL CONTRIBUTION TO THE CULTURE AND LEGACY OF MINNESOTA. THE GUTHRIE ALSO MADE A THRILLING RETURN TO ROTATING REPERTORY WITH SHAKESPEARE'S HISTORY PLAYS (RICHARD II, HENRY IV AND HENRY V). YEARS IN THE MAKING, THIS THEATRICAL FEAT DREW THEATERGOERS FROM ACROSS THE COUNTRY, INCLUDING NEARLY 2,000 PATRONS WHO EXPERIENCED ALL THREE PLAYS IN ONE DAY. IN TOTAL, THE SEASON INCLUDED NINE MAINSTAGE PRODUCTIONS AND ONE PRESENTATION BROUGHT TO LIFE BY OVER 600 TALENTED ARTISTS AND STAFF AND BROUGHT IN MORE THAN 370,000 PATRONS FROM 37 STATES.OFFSTAGE, WE CONTINUED TO OFFER COMMUNITY ENGAGEMENT, EDUCATION AND PROFESSIONAL TRAINING PROGRAMS TO DEEPEN OUR CONNECTION WITH THE COMMUNITY AND INSPIRE FUTURE GENERATIONS OF THEATERGOERS AND ARTISTS. OVER 18,000 COMMUNITY MEMBERS ENGAGED IN POST-PLAY DISCUSSIONS, BIPOC COMMUNITY NIGHTS, LGBTQIA+ EVENTS AND MORE, WHILE 2,000 COMMUNITY MEMBERS ATTENDED OUR NATIVE POP-UP MARKETS, WHICH FEATURED 12 NATIVE ARTISTS. OVER 40 NATIVE PARTNERS, ARTISTS, BUSINESSES AND ORGANIZATIONS COLLABORATED WITH US DURING FOR THE PEOPLE AND MORE THAN 3,000 TICKETS TO THE PLAY WERE ISSUED AT NO COST TO MEMBERS OF THE NATIVE COMMUNITY. 558124 36005 229461 EDUCATION AND PROFESSIONAL TRAINING: THE GUTHRIE WELCOMED OVER 15,000 STUDENTS TO 16 STUDENT MATINEE PERFORMANCES OF ON BECKETT, THE IMPORTANCE OF BEING EARNEST, FOR THE PEOPLE, A CHRISTMAS CAROL, AND HENRY V. EACH MATINEE INCLUDED A PRE-SHOW EXPERIENCE HOSTED BY THE EDUCATION TEAM THAT PULLED BACK THE CURTAIN TO REVEAL THE MAGIC OF THEATER. OUR DIGITAL PLAY GUIDES FOR GUTHRIE PRODUCTIONS WITH STUDENT MATINEES PROVIDED DISCUSSION QUESTIONS AND CLASSROOM ACTIVITIES TO SUPPORT EDUCATORS IN EXPLORING THE THEMES OF OUR PLAYS AND ENGAGING THEIR STUDENTS IN SELF-REFLECTIVE AND COMMUNITY-BUILDING ACTIVITIES. LAST SEASON, WE FILMED OUR 60TH ANNIVERSARY PRODUCTION OF HAMLET DIRECTED BY JOSEPH HAJ AND USED IT TO LAUNCH THEATER IN FOCUS THIS SEASON. OFFERED FREE TO EDUCATORS, THIS EXCITING NEW PROGRAM PAIRS A FILMED LIVE PERFORMANCE OF A GUTHRIE PRODUCTION WITH A ROBUST, TIME-STAMPED CURRICULUM DESIGNED TO AMPLIFY ACADEMIC SUBJECTS BY EXPLORING THE CONTEXT, CHARACTERS AND THEMES OF A PLAY. THIS SEASON, WE FILMED A PERFORMANCE OF HENRY V AND DEVELOPED AN ACCOMPANYING CURRICULUM THAT WILL BE AVAILABLE TO EDUCATORS IN MAY 2025.TWELVE LOCAL ACTORS WERE INVITED TO PARTICIPATE IN THE INAUGURAL COHORT OF GUTHRIE ACTORS LAB, A FREE, THREE-WEEK TRAINING INTENSIVE FOR EARLY AND MID-CAREER ARTISTS BASED IN THE TWIN CITIES THAT LAUNCHED MAY 6TH-24TH, 2024. UNDER THE GUIDANCE OF FACULTY INSTRUCTORS, THE ACTORS EXPLORED THEIR CRAFT THROUGH WORKSHOPS IN A VARIETY OF THEATER PRACTICES, ULTIMATELY SHOWCASING THEIR WORK FOR AN INVITED AUDIENCE IN THE DOWLING STUDIO. GUTHRIE SUMMER CAMPS ENGAGED 225 STUDENTS IN PLAY CREATION, TECHNICAL THEATER PRODUCTION, MUSICAL THEATER WORKSHOPS AND MORE, WITH 30% RECEIVING SCHOLARSHIPS. 27030212 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 X 781368 0 59746 JOHN JUNEK PAST CHAIR 10.00 X X 0 0 0 JENNIFER REEDSTROM BISHOP CHAIR 15.00 X X 0 0 0 DAVID DINES TREASURER 10.00 X X 0 0 0 SUSAN W ALLEN SECRETARY 5.00 X X 0 0 0 MARTHA GOLDBERG ARONSON DIRECTOR 5.00 X 0 0 0 Y MARC BELTON DIRECTOR 5.00 X 0 0 0 ABDHISH BHAVSAR 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 AMY FITERMAN DIRECTOR 5.00 X 0 0 0 DARREL GERMAN DIRECTOR 5.00 X 0 0 0 TODD HARTMAN DIRECTOR 5.00 X 0 0 0 DIANE HOFSTEDE DIRECTOR 5.00 X 0 0 0 TIMOTHY A HUEBSCH DIRECTOR 5.00 X 0 0 0 DAVID HURRELL DIRECTOR 5.00 X 0 0 0 HANS KABAT DIRECTOR 5.00 X 0 0 0 CHRISTINE KUCERA KALLA 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 DAVID M LILLY JR DIRECTOR 5.00 X 0 0 0 KRISTEN LUDGATE DIRECTOR THRU 05/2024 5.00 X 0 0 0 MICHAEL MCCORMICK 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 DAVID MOORE JR 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 TODD NOTEBOOM DIRECTOR 5.00 X 0 0 0 ANNE PAAPE DIRECTOR 5.00 X 0 0 0 IRENE QUARSHIE DIRECTOR THRU 09/2023 5.00 X 0 0 0 ANN RAINHART DIRECTOR 5.00 X 0 0 0 ROBERT A ROSENBAUM DIRECTOR 5.00 X 0 0 0 REBECCA KOENIG ROLOFF DIRECTOR 5.00 X 0 0 0 JERRY RUDOWSKY DIRECTOR 5.00 X 0 0 0 KENNETH F SPENCE 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 STEVE C WEBSTER 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 197867 0 34291 JOEL KRAUSE DIRECTOR OF PRODUCTION 40.00 X 146583 0 12993 JENNIFER BAUMGARTNER CAMPAIGN DIRECTOR 40.00 X 133482 0 19466 JANET BALEJ DIRECTOR OF FINANCE 40.00 X 130319 0 23155 TRACY BRIGDEN SENIOR ARTISTIC PRODUCER 40.00 X 119747 0 34865 WILLIAM SCHNEIDER DIRECTOR OF ITS 40.00 X 111574 0 35552 JAMES HASKINS FORMER MANAGING DIR. THRU 08/2023 40.00 X 290018 0 30765 1910958 0 250833 9 1 1 0 HIGH POINT NETWORKS LLC 728 E BEATON DR 200 WEST 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 60677 ACCOUNTING SERVICES 105910 7 477555 1244150 14317955 459883 16039660 PERFORMANCE AND CONCERTS 711110 13444431 13444431 BOX OFFICE FEES 711110 990554 990554 EDUCATION AND COMMUNITY PROGRAMS 611600 229461 229461 PUBLICATION SALES 711110 118920 118920 14783366 1531350 -32944 1564294 2185 2185 9531055 6121020 3410035 3410035 8239 3401796 55162 477555 105791 -50629 -50629 396276 340154 56122 56122 MISCELLANEOUS REVENUE 711110 279616 279616 279616 36051705 14783366 31417 5197262 44504 44504 36005 36005 1118788 820108 298680 14050075 11227986 2012339 809750 339796 254065 52245 33486 1561631 1103021 367013 91597 1327540 839587 428034 59919 225218 225218 86922 86922 113941 113941 217869 217869 2507075 2029973 266894 210208 1754260 1452365 107216 194679 610921 434047 119213 57661 193701 164646 25181 3874 641154 641154 1629242 1384856 211801 32585 230343 173814 20162 36367 151698 82199 16268 53231 47628 40484 7144 4454604 3786413 668191 357156 303583 53573 UNION BENEFITS 903244 903244 PRODUCTION MATERIALS 640277 640277 HOUSING 527589 527589 OTHER EXPENSES 172485 140292 32193 33943666 27030212 5216156 1697298 6233740 8387558 152113 635276 5178838 9297779 1220142 1287860 122988 121983 1555866 921751 141893038 71126829 74152708 70766209 44867518 50712594 18932800 17389793 500764 1141082 152917477 160661885 2206594 2138711 5106953 4925495 1173667 1043009 506453 1153711 8993667 9260926 X 71907248 70852992 72016562 80547967 143923810 151400959 152917477 160661885 X 2108039 5368075 1035 X X 0 1 X 1 0 X 8744786 15352523 21625192 20771521 16039660 82533682 8744786 15352523 21625192 20771521 16039660 82533682 14141607 68392075 1274782 2062626 1373950 1116495 1566479 7394332 242 242 952264 36294 52276 185710 279616 1506160 91434416 43007636 0.74800 0.78380 X SCHEDULE A, PART II, LINE 10, EXPLANATION OF OTHER INCOME: MISCELLANEOUS REVENUE - 2019 AMOUNT: $ 952,264. 2020 AMOUNT: $ 36,294. 2021 AMOUNT: $ 52,276. 2022 AMOUNT: $ 185,710. 2023 AMOUNT: $ 279,616. RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 0 0 0 0 0 0 1 44504 1 0 0 44504 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. 64715316 150000 9874322 5590025 69149613 58734858 5122912 3405980 2548434 64715316 64835935 1319155 -5095430 2324802 58734858 53559535 50250 13495548 2269398 64835935 53216929 131577 2447848 2236819 53559535 0.06620 0.69300 0.24080 0 0 2106240 2106240 126593847 60672337 65921510 13192951 10454492 2738459 70766209 ALTERNATIVE INVESTMENTS 17389793 F 17389793 LEASE LIABILITY - OPERATING 1040769 LEASE LIABILITY - FINANCING 112942 1153711 X 41612886 5368075 446980 5815055 35797831 217869 36005 253874 36051705 34135737 445945 445945 33689792 217869 36005 253874 33943666 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, 2024 AND 2023. PART XI, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 340,154. SPECIAL EVENTS EXPENSE 105,791. CHANGE IN ANNUITY 1,035. PART XI, LINE 4B - OTHER ADJUSTMENTS: EDUCATION AND COMMUNITY PROGRAMS SCHOLARSHIPS AWARDED RECORDED AT NET 36,005. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD 340,154. SPECIAL EVENTS EXPENSE 105,791. PART XII, LINE 4B - OTHER ADJUSTMENTS: EDUCATION AND COMMUNITY PROGRAMS SCHOLARSHIPS AWARDED RECORDED AT NET 36,005. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS N/A 10080534 EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 INVESTMENTS N/A 214729 NORTH AMERICA 0 0 INVESTMENTS N/A 60086 0 0 0 0 0 0 10355349 0 10355349 1 0 0 0 1 0 X X X X 1 BLUEPRINT ADVANCEMENT LLC 7090 N ORACLE RD 178-1002 TUCSON AZ 85704 TELEFUND 1 291729 113941 177788 291729 113941 177788 MN VINE & DINE 532717 477555 55162 9558 9922 50114 31109 5088 532717 477555 55162 9558 9922 50114 31109 5088 105791 -50629 1 MINNESOTA CITIZENS FOR THE ARTS INC 661 LASALLE ST 220 220 ST PAUL MN 55114 411262965 501(C)(4) 44504 0 N/A N/A LOBBYING 0 1 CAMP SCHOLARSHIPS 88 36005 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 619508 0 150000 0 11860 0 43392 0 16354 0 841114 0 0 0 JAMES HASKINS FORMER MANAGING DIR. THRU 08/2023 290018 0 0 0 0 0 16276 0 14489 0 320783 0 0 0 TRISHA KIRK MANAGING DIRECTOR 197867 0 0 0 0 0 11393 0 22898 0 232158 0 0 0 JOEL KRAUSE DIRECTOR OF PRODUCTION 146583 0 0 0 0 0 324 0 12669 0 159576 0 0 0 TRACY BRIGDEN SENIOR ARTISTIC PRODUCER 119747 0 0 0 0 0 863 0 34002 0 154612 0 0 0 JANET BALEJ DIRECTOR OF FINANCE 130319 0 0 0 0 0 7527 0 15628 0 153474 0 0 0 JENNIFER BAUMGARTNER CAMPAIGN DIRECTOR 133482 0 0 0 0 0 7429 0 12037 0 152948 0 0 0 PART I, LINE 1A $5,605 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 IN JOE HAJ'S CONTRACT IS: "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 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 20 458583 FAIR MARKET VALUE X AUCTION ITEMS 1 1300 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 DISTRIBUTED ELECTRONICALLY TO THE FULL BOARD FOR REVIEW. 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 1,035. FORM 990, PART XII, LINE 2C: THE PROCESS FOR OVERSIGHT AND SELECTION OF AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED FROM THE PRIOR YEAR.