| FORM 990, PART VI, SECTION B, LINE 11B |
PRO PUBLICA 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 THE PRESIDENT AND CHIEF FINANCIAL & ADMINISTRATIVE OFFICER AND IS READY TO BE FILED WITH THE INTERNAL REVENUE SERVICE, IT IS SUBMITTED ELECTRONICALLY TO ALL MEMBERS OF PRO PUBLICA'S GOVERNING BODY FOR ANY COMMENTS PRIOR TO ITS SUBMISSION. THE GOVERNING BODY IS PROVIDED WITH AT LEAST ONE WEEK TO REVIEW THE PREPARED FORM 990 AND PROVIDE THEIR COMMENTS. ANY COMMENTS ARE THEN GROUPED, SUMMARIZED AND PROVIDED TO THE AUDIT COMMITTEE FOR THEIR REVIEW. EACH ISSUE IS DOCUMENTED AND ADDRESSED UNTIL THE RETURN IS FINALIZED AND APPROVED FOR FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C |
PRO PUBLICA HAS A CONFLICT OF INTEREST POLICY, WHICH APPLIES TO ALL DIRECTORS (BOARD MEMBERS), OFFICERS, AND EMPLOYEES. EMPLOYEES RECEIVE THE CONFLICT OF INTEREST POLICY AT HIRE AS A PART OF THE EMPLOYEE HANDBOOK, FOR WHICH EMPLOYEES MUST ACKNOWLEDGE RECEIPT IN WRITING. EMPLOYEES, THEREFORE, RECEIVE THE POLICY AND ACKNOWLEDGE RECEIPT EACH TIME THE EMPLOYEE HANDBOOK IS REVISED. THE POLICY IS PROVIDED TO NEW DIRECTORS AS A PART OF ONBOARDING PROCEDURES. DISCLOSURE OF ANY CONFLICTS IS REQUIRED AT THE TIME OF ONBOARDING OR AT ANY SUCH TIME THAT A FUTURE CONFLICT SHOULD ARISE. AN INTERESTED PERSON MUST DISCLOSE AS SOON AS PRACTICABLE TO THE SECRETARY THE EXISTENCE OF A POTENTIAL CONFLICT OF INTEREST AND ALL MATERIAL FACTS RELATED TO THE CONFLICT. IF A DIRECTOR OR OFFICER IS UNCERTAIN ABOUT WHETHER A CONFLICT EXISTS, HE/SHE MUST REPORT THE POSSIBLE CONFLICT IN ALL CASES IN WHICH A CRITICAL EXTERNAL OBSERVER MIGHT REASONABLY PERCEIVE A CONFLICT TO EXIST. THE BOARD COMMITTEE WILL DETERMINE IF A CONFLICT OF INTEREST EXISTS. IN THE EVENT THAT A CONFLICT OF INTEREST ARISES, THE DIRECTOR OR OFFICER WITH WHOM THE CONFLICT PERTAINS TO IS EXCLUDED FROM VOTING ON THE ISSUE. HE/SHE MUST LEAVE THE ROOM AND THE OTHER DIRECTORS VOTE ON THE ISSUE PERTAINING TO THAT SPECIFIC TRANSACTION. WITH RESPECT TO ANY BOARD COMMITTEE'S DISCUSSION, DECISION, OR ACTIONS INVOLVING TRANSACTIONS IN WHICH A DIRECTOR OR OFFICER HAS A CONFLICT OF INTEREST, THE MINUTES OF THE BOARD COMMITTEE MEETING WILL REFLECT THE BOARD'S DELIBERATIONS AND VOTING PROCESS. IN CASE OF AN INTERESTED PARTY WHO IS NOT A DIRECTOR OR OFFICER, THE PRESIDENT MONITORS AND ENFORCES THE ORGANIZATION'S COMPLIANCE WITH ITS CONFLICT OF INTEREST POLICY. IF AN EMPLOYEE HAS A CONFLICT OF INTEREST, HE/SHE CANNOT PARTICIPATE IN THE DECISION MAKING OF THE CONFLICTED TRANSACTION. |
| FORM 990, PART VI, SECTION B, LINE 15A |
SALARIES FOR THE CEOS ARE SET BY THE COMPENSATION COMMITTEE OF THE BOARD. THE COMPENSATION COMMITTEE USES THE SERVICES OF A LAW FIRM FOR GUIDANCE ON MATTERS OF CEO COMPENSATION. THE BOARD REVIEWS THE PROPOSED COMPENSATION INCREASES FOR THE CEOS IN RELATION TO THEIR PERFORMANCE, RATES OF INFLATION, COMPENSATION PRACTICES AND PLANS FOR OTHER PROPUBLICA EMPLOYEES, AND COMPARABLE DATA. COMPARABLE DATA MAY INCLUDE INFORMATION ABOUT JOURNALISM OUTLETS AS WELL AS OTHER NOT FOR PROFIT ORGANIZATIONS. APPROVED SALARY CHANGES ARE DOCUMENTED IN HUMAN RESOURCES FILES AND REQUIRE THE SIGNATURE OF BOTH THE EMPLOYEE AND THE HR DIRECTOR. THE BOARD'S CONSIDERATION OF THIS MATTER IS ALSO DOCUMENTED IN THE MINUTES OF THE EXECUTIVE SESSION. THIS PROCESS WAS LAST COMPLETED IN 2022. THE COMPENSATION OF THE KEY EMPLOYEE AND OTHER OFFICERS ARE DETERMINED BY THE PRESIDENT. THE PRESIDENT USES COMPARABILITY DATA TO REVIEW COMPENSATION. THIS PROCESS WAS LAST UNDERTAKEN IN 2022. |
| FORM 990, PART VI, SECTION C, LINE 19 |
THE ORGANIZATION MAKES ITS FORM 990 AVAILABLE FOR PUBLIC INSPECTION AS REQUIRED UNDER SECTION 6104 OF THE INTERNAL REVENUE CODE. THE RETURN IS POSTED ON GUIDESTAR.ORG AND OTHER SIMILAR TYPES OF WEBSITES. IN ADDITION, THE FINANCIAL STATEMENTS, CONFLICT OF INTEREST POLICY, ARTICLES OF INCORPORATION, FORM 990, FORM 1023, AND BY-LAWS ARE ALSO AVAILABLE UPON WRITTEN REQUEST, AND ON THE ORGANIZATION'S WEBSITE (WWW.PROPUBLICA.ORG). |
| FORM 990, PART XI, LINE 9: |
LOSS ON DISPOSAL OF ASSETS -1,948. RESERVE FOR RETURN OF GRANT -1,640,000. |
| FORM 990, PART XII, LINE 2C: |
PRO PUBLICA HAS AN AUDIT COMMITTEE THAT ASSUMES RESPONSIBILITY FOR THE OVERSIGHT OF THE AUDIT OF ITS FINANCIAL STATEMENTS AND FOR THE SELECTION OF AN INDEPENDENT ACCOUNTANT. THE PROCESS HAS NOT CHANGED FROM THE PRIOR YEAR. |
Attach to Form 990 or 990-EZ.