2020-11-16T11:08:10-06:00 2019-12-31 271728945 PKF O'CONNOR DAVIES LLP 3001 SUMMER STREET 5TH FLOOR EAST STAMFORD CT 06905 990 2019-01-01 263618722 PENCILS OF PROMISE INCORPORATED PENC 2127773170 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 TANYA RAMOS CHIEF EXECUTIVE OFFICER 2127773170 2020-11-16 1 GARRETT M HIGGINS P00543209 2033232400 2020-11-11 24.190.81.120 2020-11-16 11:08:06 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 9616F4B14A694591D1E716C270910E6FA5556DA3 2019 2021-01-29 14:40:06Z TANYA RAMOS 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 7213290 0 X WWW.PENCILSOFPROMISE.ORG X 2008 CT AT POP, WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT. 9 9 49 55 0 0 7416547 6949483 0 0 45364 761 -779916 -338655 6681995 6611589 329912 273624 0 0 3180851 3074797 0 0 861993 4959031 3676939 8469794 7025360 -1787799 -413771 5309032 4814362 174877 99617 5134155 4714745 X AT POP, WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT.AT THE CONCLUSION OF 2019, WE HAVE BROKEN GROUND ON 386 SCHOOLS ACROSS THE FOUR COUNTRIES OF LAOS, GHANA, GUATEMALA AND NICARAGUA. OUR SCHOOLS ARE OPEN TO STUDENTS IN EACH COUNTRY AND THE STAGES OF PLANNING AND CONSTRUCTION ARE UNDERWAY IN SEVERAL NEW COMMUNITIES TO AID IN EXPANDING OUR REACH IN 2020. 0 0 3089781 247433 OUR FIRST CORE PROGRAM IS TEACHER SUPPORT. WE SUPPORT TEACHER DEVELOPMENT THROUGH IN-SERVICE AND WORKSHOP TRAINING SESSIONS. OUR STAFF MEMBERS VISIT GOVERNMENT TEACHERS IN OUR COMMUNITIES TWICE PER MONTH TO AID IN LESSON PLANNING, METHODOLOGY TRAINING AND RAPPORT BUILDING WITH STUDENTS. TEACHERS ATTEND WORKSHOPS FOR GROUP TRAINING AND NETWORK BUILDING. WE USE A METHODOLOGY OF TEACHING THAT FOCUSES ON THE ENGAGEMENT OF THE STUDENT BECAUSE MORE ENGAGED STUDENTS PERFORM AT A HIGHER LEVEL. THE SHORT TERM GOALS OF OUR TEACHER SUPPORT PROGRAMS ARE: TO IMPROVE LESSON PLANNING BY ASSISTING TEACHERS IN THE CREATION AND USE LESSON PLANS; TO BUILD RAPPORT WITH STUDENTS BY ENCOURAGING TEACHERS TO ADOPT OUR INTERACTIVE METHODOLOGY TO BETTER ENGAGE STUDENTS; TO SUPPORT A PEER NETWORK OF TEACHERS THROUGH TEACHER TRAINING WORKSHOPS, AND; TO PROVIDE CLASSROOMS WITH TEACHING AND LEARNING MATERIALS. OUR LONG TERM GOAL IS TO INCREASE PRIMARY STUDENT SCORES IN LITERACY ACROSS ALL OUR GEOGRAPHIES. THE MAIN BENEFICIARIES OF OUR TEACHER SUPPORT PROGRAM ARE THE TEACHERS AND STUDENTS IN OUR SCHOOLS AND COMMUNITIES. THROUGH 2019, WE HAVE SUPPORTED 1,113 TEACHERS ACROSS LAOS, GUATEMALA AND GHANA. 1979440 THE SECOND OF OUR CORE PROGRAMS IS SCHOOLS BUILDS. WE PARTNER WITH LOCAL COMMUNITIES AND GOVERNMENTS TO IMPROVE THE STATE OF EDUCATION INFRASTRUCTURE IN COMMUNITIES. OUR SHORT TERM GOALS ARE TO ADDRESS THE NEED FOR IMPROVED INFRASTRUCTURE WITH OUR LONG TERM GOALS BEING TO IMPROVE STUDENT ATTENDANCE, PROGRESSION, AND TEST SCORES. THE BENEFICIARIES OF OUR SCHOOL BUILDING PROGRAM ARE PRIMARY SCHOOL STUDENTS CURRENTLY ATTENDING SCHOOL IN POOR QUALITY STRUCTURES AND PRIMARY SCHOOL TEACHERS CURRENTLY TEACHING IN POOR QUALITY STRUCTURES. THROUGH THE END OF 2019, WE HAVE BROKEN GROUND ON A TOTAL OF 522 SCHOOLS ACROSS OUR GEOGRAPHIES. 587522 OUR THIRD CORE PROGRAM IS OUR WASH PROGRAM. WASH IS AN INTERNATIONALLY RECOGNIZED AND UTILIZED PROGRAM THAT IS DESIGNED TO PROVIDE ACCESS TO AND KNOWLEDGE ABOUT WATER, SANITATION, AND HYGIENE (WASH). UNICEF ADOPTED WASH IN 2005 AS THEIR PRIMARY INTERVENTION TO TACKLE HYGIENE NEEDS IN THE DEVELOPING WORLD; POP BEGAN WASH PRACTICES IN 2010 IN LAOS AND HAVE SINCE EXPANDED TO GUATEMALA AND GHANA. IN CARRYING OUT THIS PROGRAM, WE BUILD STUDENT AND TEACHER SANITATION FACILITIES (HAND WASHING STATIONS AND BATHROOMS) IN CONJUNCTION WITH CLASSROOM BUILDS. IN ADDITION, OUR STAFF MEMBERS VISIT CLASSES TWICE PER MONTH DURING THE SCHOOL YEAR TO TEACH LESSONS RELATED TO WATER, SANITATION AND HYGIENE. THE PRIMARY GOALS OF THIS PROGRAM ARE TO BUILD AND PROVIDE ACCESS TO QUALITY TOILETS, POTABLE WATER AND HAND WASHING STATIONS IN CONJUNCTION WITH POP SCHOOLS LACKING SUCH INFRASTRUCTURE. ADDITIONALLY, WE AIM TO INCREASE PROPER HYGIENIC AND SANITARY BEHAVIOR IN PRIMARY STUDENTS. THROUGH 2019, WE HAVE SUPPORTED 140 SCHOOLS WITH WASH PROGRAMMING. 26191 26191 THE ORGANIZATION ALSO OPERATED A GLOBAL COMMUNITIES AND SCHOLARSHIP PROGRAM. 26191 26191 5682934 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 1 1 0 1 0 1 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 14 0 49 1 0 1 GH LA GT 0 0 0 1 1 0 0 0 0 0 0 X 9 9 0 1 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 AL AR CA GA HI IL KS KY MD MA MI MN NH NJ NM NY NC ND OR PA RI SC TN UT VA WV WI FL X X X BRAD KARSON 2127773170 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 TANYA RAMOS CHIEF EXECUTIVE OFFICER 50.00 X 291651 0 16173 LESLIE ENGLE YOUNG CHIEF IMPACT OFFICER 50.00 X 142377 0 20044 KARA GRIECO VP, PEOPLE & CULTURE 50.00 X 138952 0 12062 CHRISTOPHER STANFILL SEN. DIRECTOR, EVALUATION 50.00 X 102595 0 11447 LINDA RIEFLER CHAIR 1.00 X X 0 0 0 ROBERT HAMWEE CO-CHAIR 1.00 X X 0 0 0 KAREN HARRIS SECRETARY 5.00 X X 0 0 0 MICHAEL WEISS TREASURER 1.00 X X 0 0 0 COURTNEY BEALE DIRECTOR 1.00 X 0 0 0 RICHARD HEARN DIRECTOR, THRU JULY 2019 1.00 X 0 0 0 JASON HODES DIRECTOR 1.00 X 0 0 0 MICHAEL SEGAL DIRECTOR 1.00 X 0 0 0 ASTRID WOMBLE DIRECTOR 1.00 X 0 0 0 GARY VAYNERCHUK DIRECTOR 1.00 X 0 0 0 675575 0 59726 4 0 1 0 CFO STRATEGIES LLC 4 REPUBLIC DRIVE MONROE TOWNSHIP NJ 08831 ACCOUNTING SERVICES 129542 2 1274198 5675285 6949483 761 761 261800 1274198 593733 -331933 -331933 1246 7968 -6722 -6722 6611589 0 0 -337894 247433 247433 26191 26191 307824 245320 22775 39729 2364035 1884015 174908 305112 35961 28659 2661 4641 250248 199435 18515 32298 116729 93027 8636 15066 38774 30901 2869 5004 19103 19103 133577 133577 168435 31508 136927 70243 70243 314313 154434 28603 131276 66234 66234 320252 256598 23194 40460 338222 313217 7836 17169 33623 26056 2951 4616 117727 117727 35939 30563 1959 3417 SCHOOL CONSTRUCTION AND 1227122 1227122 PROGRAM MATERIALS 625450 625194 256 MISCELLANEOUS 52518 44183 1338 6997 OUTREACH 48782 48782 66625 66625 7025360 5682934 480433 861993 3117338 2522783 1047 91497 1753373 1916687 61861 35709 1077988 860302 335413 217686 40000 30000 5309032 4814362 149877 99617 25000 0 174877 99617 X 3478246 3406345 1655909 1308400 5134155 4714745 5309032 4814362 X -413771 -5639 X X 0 1 X 1 0 X 7904617 8802814 11395025 7416547 6949483 42468486 7904617 8802814 11395025 7416547 6949483 42468486 3082230 39386256 580 408 144 478 761 2371 42470857 0.92740 0.94150 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 665878 476463 189415 412110 383839 28271 217686 X 6623143 3586 7968 11554 6611589 0 6611589 7036914 3586 7968 11554 7025360 0 7025360 PART X, LINE 2: THE ORGANIZATION RECOGNIZES THE EFFECT OF TAX POSITIONS WHEN THEY ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. THE ORGANIZATION IS NO LONGER SUBJECT TO EXAMINATIONS BY THE APPLICABLE TAXING JURISDICTIONS FOR PERIODS PRIOR TO 2016. PART XI, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 7,968. PART XII, LINE 2D - OTHER ADJUSTMENTS: COST OF GOODS SOLD REPORTED ON PART VIII, LINE 10B 7,968. 1 SUB-SAHARAN AFRICA 3 66 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, W.A.S.H. 1520646 EAST ASIA AND THE PACIFIC 1 30 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, W.A.S.H. 648496 CENTRAL AMERICA AND THE CARIBBEAN 2 33 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, W.A.S.H. 1374686 SUB-SAHARAN AFRICA 0 0 GRANT TO RECIPENT LOCATED IN REGION 1237 EAST ASIA AND THE PACIFIC 0 0 GRANT TO RECIPENT LOCATED IN REGION 24954 6 129 0 0 6 129 3570019 0 3570019 SCHOLARSHIP EAST ASIA AND THE PACIFIC 226 24954 DIRECT PAYMENTS TO THE SCHOOLS THE STUDENTS ARE ATTENDING 0 0 0 0 0 0 PART I, LINE 2: ALL GRANTS AND ASSISTANCE ISSUED TO PARTNERING ORGANIZATIONS UNDERGO THE SAME SCRUTINY AS IF OUR ORGANIZATION CARRIED OUT THE SERVICE DIRECTLY. WE ENSURE THAT THE PARTNER ORGANIZATION'S MISSION ALIGNS WITH OUR ORGANIZATION'S MISSION AND THAT THE SERVICES PROVIDED WILL BE PROVIDED EFFICIENTLY AND WITH THE MOST IMPACT. ONCE THE FUNDS ARE ISSUED TO THE ORGANIZATION, THE GRANT UNDERGOES QUARTERLY REPORTING WHERE THE GRANTEE ISSUES BOTH QUANTITATIVE AND QUALITATIVE REPORTS TO OUR ORGANIZATION IN ORDER TO ACCURATELY MONITOR AND MEASURE THE IMPACT THAT OUR FUNDS ARE HAVING IN THE REGIONS WE WORK IN. PART I, LINE 3: THE ORGANIZATION USES THE ACCRUAL METHOD TO ACCOUNT FOR EXPENDITURES. PART III ACCOUNTING METHOD: GALA 1535998 1274198 261800 202190 6980 31681 352882 1535998 1274198 261800 202190 6980 31681 352882 593733 -331933 1 WORLDREADER 2030 1ST AVENUE SUITE 300 SEATTLE WA 98121 272092468 501(C)(3) 247433 E-READERS FOR TEACHERS AND STUDENTS 1 0 PART I, LINE 2: ALL GRANTS AND ASSISTANCE ISSUED TO PARTNERING ORGANIZATIONS UNDERGO THE SAME SCRUTINY AS IF OUR ORGANIZATION CARRIED OUT THE SERVICE DIRECTLY. WE ENSURE THAT THE PARTNER ORGANIZATION'S MISSION ALIGNS WITH OUR ORGANIZATION'S MISSION AND THAT THE SERVICES PROVIDED WILL BE PROVIDED EFFICIENTLY AND WITH THE MOST IMPACT. ONCE THE FUNDS ARE ISSUED TO THE ORGANIZATION, THE GRANT UNDERGOES QUARTERLY REPORTING WHERE THE GRANTEE ISSUES BOTH QUANTITATIVE AND QUALITATIVE REPORTS TO OUR ORGANIZATION IN ORDER TO ACCURATELY MONITOR AND MEASURE THE IMPACT THAT OUR FUNDS ARE HAVING IN THE REGIONS WE WORK IN. X X X X X 0 0 0 0 0 0 0 1 0 TANYA RAMOS CHIEF EXECUTIVE OFFICER 259337 0 31807 0 507 0 8112 0 8061 0 307824 0 0 0 LESLIE ENGLE YOUNG CHIEF IMPACT OFFICER 131044 0 11166 0 167 0 4293 0 15751 0 162421 0 0 0 KARA GRIECO VP, PEOPLE & CULTURE 134818 0 3941 0 193 0 4168 0 7894 0 151014 0 0 0 PART I, LINE 7 THE FOLLOWING EMPLOYEES RECEIVED A BONUS IN THEIR 2019 W-2, SUBJECT TO THE CEO'S OR BOARD'S DISCRETION: - TANYA RAMOS - LESLIE ENGLE YOUNG - KARA GRIECO FORM 990, PART VI, SECTION A, LINE 3 THE ORGANIZATION HAS CONTRACTED WITH ADP TOTALSOURCE, INC. A PROFESSIONAL EMPLOYER ORGANIZATION TO PROVIDE PAYROLL AND HUMAN RESOURCES SERVICES. THE OFFICERS AND HIGHEST COMPENSATED EMPLOYEES LISTED IN PART VII RECEIVED A W-2 FROM TOTAL SOURCE. TOTAL SOURCE WAS PAID $22,309 FOR ITS SERVICES IN 2019. DURING 2019, THE ORGANIZATION CHANGED TO ANOTHER PEO TO PROVIDE PAYROLL AND HUMAN RESOURCES SERVICES, JUSTWORKS EMPLOYMENT GROUP, LLC. JUSTWORKS WAS PAID $6,909 FOR ITS SERVICES IN 2019. FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS MADE AVAILABLE TO ALL MEMBERS OF THE BOARD OF DIRECTORS. POP'S CHIEF OPERATING OFFICER, IN COLLABORATION WITH THE FINANCE & GOVERNANCE COMMITTEE, IS TASKED WITH OVERSEEING THE AUDIT PROCESS AND THE DRAFTING OF FORM 990 IN CONJUNCTION WITH AN INDEPENDENT ACCOUNTING FIRM. ALL MEMBERS OF THE COMMITTEE, THE CHIEF EXECUTIVE OFFICER, AND OTHER KEY EMPLOYEES OF THE ORGANIZATION ARE PROVIDED WITH A DRAFT OF THE AUDITED FINANCIAL STATEMENTS AND FORM 990 FOR REVIEW, COMMENT AND APPROVAL. FORM 990, PART VI, SECTION B, LINE 12C THE POLICY APPLIES TO ALL EMPLOYEES, BOARD MEMBERS AND OFFICERS OF THE ORGANIZATION. EACH PERSON IS ASKED TO READ THE POLICY (INCLUDED SEPARATELY AS A POLICY OR WITHIN THE ORGANIZATION'S EMPLOYEE HANDBOOK) EACH YEAR AND SIGN AN AFFIRMATION STATEMENT REGARDING THE POLICY. SHOULD A CONFLICT ARISE, THEY ARE BROUGHT TO THE ATTENTION OF THE VP OF FINANCE (WHEN AN EMPLOYEE IS INVOLVED) AND THE SECRETARY OF THE BOARD OF DIRECTORS (WHEN A BOARD MEMBER OR OFFICER IS INVOLVED) AND BOTH ARE DISCUSSED AT THE BOARD LEVEL TO DECIDE THE PROPER COURSE OF ACTION. THERE ARE QUARTERLY CONFLICTS CHECKS ADMINISTERED BY THE VP OF FINANCE TO EMPLOYEES AND BY THE CHAIRMAN OF THE BOARD TO BOARD MEMBERS. AT THE START OF EACH BOARD MEETING, THE CHAIR ASKS IF THERE ARE ANY CONFLICTS. IF THERE ARE, THE MEMBER RAISES THE CONFLICT AND A DISCUSSION ENSUES REGARDING WHETHER OR NOT IT RISES TO THE LEVEL OF A CONFLICT THAT THE ORGANIZATION SHOULD NOT PURSUE. A FINAL DECISION IS MADE BY MEMBERS OF THE BOARD PRESENT, EXCLUDING THE CONFLICTED BOARD MEMBER. THE BOARD HAS AN ATTORNEY ON RETAINER WHO THEY CONSULT WITH IF NEEDED. SIMILAR DISCLOSURES AND PROCEDURES ARE USED FOR EMPLOYEES WITH POTENTIAL CONFLICTS AND THAT IS ADMINISTERED BY THE VP OF FINANCE, WITH COUNSEL FROM THE BOARD CHAIR IF NEEDED. FORM 990, PART VI, SECTION B, LINE 15A THE PROCESS INCLUDES ALL OF THESE ELEMENTS: (1) REVIEW AND APPROVAL BY THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE OR EXECUTIVE COMMITTEE OF POP; (2) USE OF DATA AS TO COMPARABLE COMPENSATION; AND (3) CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. THIS POLICY APPLIES TO DETERMINE THE COMPENSATION OF OUR CHIEF EXECUTIVE OFFICER AND FOUNDER. REVIEW AND APPROVAL - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE OR EXECUTIVE COMMITTEE OF POP, PROVIDED THAT PERSONS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. USE OF DATA AS TO COMPARABLE COMPENSATION - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED USING DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING - THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. THE CEO CONTROLS THE FINAL DECISION OF THE REST OF THE LEADERSHIP TEAM AND BOARD DECIDES WHETHER TO SUPPORT THE CEO'S RECOMMENDATION. THE LAST COMPENSATION REVIEW PROCESS WAS UNDERTAKEN IN 2018. FORM 990, PART VI, SECTION C, LINE 19 ALL OF OUR ANNUAL FINANCIAL STATEMENTS AND FORM 990 ARE MADE AVAILABLE TO THE PUBLIC ON OUR WEBSITE. FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, FORM 990 AND FORM 1023 ARE MADE AVAILABLE FOR PUBLIC VIEWING UPON WRITTEN REQUEST AT PENCILS OF PROMISE INCORPORATED'S HEADQUARTERS LOCATED AT 37 WEST 28TH STREET, 3RD FLOOR, NEW YORK, NY 10001. FORM 990 IS AVAILABLE ON WWW.GUIDESTAR.ORG, WWW.CHARITYNAVIGATOR.ORG,AND WWW.ERI-NONPROFIT-SALARIES.COM. THE FORM 990 AND ANNUAL FINANCIAL STATEMENTS ARE AVAILABLE ON WWW.CHARITIESNYS.COM. FORM 990, PART XI, LINE 9: LOSS ON FOREIGN CURRENCY EXCHANGE -5,639. FORM 990, PART XII, LINE 2C: THE AUDIT COMMITTEE ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT AND SELECTION OF THE INDEPENDENT ACCOUNTANT. THIS PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR.