The Frick Collection

“The Board of Trustees has delegated to the Audit Committee responsibility for oversight of the preparation and filing of the Form 990. The Audit Committee accordingly meets for the purpose of reviewing and commenting on a draft version of the Form 990 prior to filing. After the Form 990 is approved by the Audit Committee, a copy of the final return (without Schedule B, which is redacted to maintain donor anonymity) is made available to each member of the Board of Trustees before it is filed. The Form 990 additionally is reviewed by management prior to filing.”

“The Collections conflict of interest policy covers each member of the Board of Trustees, officer, key employee, other key person, and member of any committee of the Board of Trustees of the Collection (collectively "covered persons"). Each covered person makes annual written disclosures regarding entities known to do business with the Collection and in which the covered person or a family member of the covered has a financial, ownership, personal, professional or organizational interest or affiliation. The completed disclosure statements are reviewed by the Collection's General Counsel and the chair of the Audit Committee. The policy additionally requires covered persons to disclose potential conflict of interest as they arise, or become known to the covered person, to the Chair of the Board, if the transaction will be considered for approval by the Board of Trustees, or, if the matter will come before a Committee of the Board, the relevant committee chair. The Chair or relevant committee chair reports the potential conflict to the chair of the Audit Committee and the General Counsel for evaluation and determination of whether an actual conflict of interest exists. Members of the Audit Committee may be consulted in making the determination, and, in any case, all disclosures and resulting determinations are reported to the Audit Committee. If it is determined that an actual conflict of interest exists, the Board of Trustees or committee, as applicable, is notified. If a covered person discloses a potential conflict of interest at a meeting during which the Board or committee is expected to take action on the matter, an actual conflict of interest is presumed under the policy. A transaction involving a conflict of interest for a covered person must be approved by only those Trustees or committee members who do not have a conflict with respect to the transaction. The covered person may not vote on the transaction or be present or participate in deliberations on the transaction, except that the covered person may present information concerning the transaction if so requested by the Board or relevant committee.”

“The Compensation Committee of the Board of Trustees recommends the compensation of the Director and Chief Executive Officer (the "Director") to the full Board of Trustees for its review and approval. The Compensation Committee also is responsible for setting the compensation of the other officers and key employees (who are compensated in their capacity as employees and not as officers) and other key employees based on the recommendations of the Director. The positions for which this procedure is followed are the the Chief Financial Officer and Assistant Treasurer; the General Counsel and Assistant Secretary; Deputy Director and Chief Operating Officer; the Chief Curator; the Deputy Director for External Affairs; Chief Human Resources Officer; and the Chief Librarian. In determining the reasonableness of compensation paid to each of the foregoing individuals, the Compensation Committee, and the Board of Trustees in the case of the Director, reviews comparability data available for peer organizations, including Forms 990 and published compensation surveys. The compensation analysis is undertaken annually, and the most recent review for each individual holding the positions listed above was undertaken in the 2021 tax year. The compensation committee additionally engaged an independent compensation consultant in the 2021 tax year to conduct a compensation survey for the position of Director and Chief Executive Officer.”

“The Collection was incorporated by act of the New York State legislature, and its charter therefore is a public document. The charter also has been published by the Collection. A copy of the Collection's audited financial statements may be obtained by written request to the Collection. Portions of the audited financial statements, such as the statement of financial position and the statement of activities, are reproduced in the Collection's Annual Report, which is available on the Collection's website. The Collections bylaws and conflict of interest policy are not generally available to the public.”

“The Board of Trustees has appointed an Executive Committee with the authority to exercise, during the intervals between regularly scheduled meetings of the Board of Trustees, all of the powers of the Board except that the Executive Committee may not amend or repeal the bylaws of the Collection or adopt new bylaws; fill vacancies in the Board of Trustees or in any Committee; or amend or repeal any resolution of the Board of Trustees which by its terms is not amendable or repealable; to fix the compensation of Trustees, if any, for serving on the Board or any committee; to elect or remove Officers or Trustees; to approve a merger or plan of dissolution; to approve the sale, lease, exchange or other disposition of art or substantially all the assets of The Collection; or to ammend the charter of The Collection. The Executive Committee consists of the following members with voting rights: the Chair, the Vice Chair, the Secretary, and the Treasurer of the Collection, as well as such other Trustees as are recommended by the Chair and elected by the Board, in accordance with the Collections bylaws each of whom must be a member of the Board of Trustees under the Collections bylaws, as well as one other Trustee who is elected to the committee by the Board. The Director and Chief Executive Officer of the Collection is a nonvoting member of the Executive Committee. In addition to the offices correctly listed, not less than one other trustee and not more than two other trustees are elected to the executive committee.”

“Museum Program (continued)Education Programs: The Collection organized a total of 259 education programs during the 2022 fiscal year serving approximately 7,642 individuals in total. These include online programs held on Zoom as well as a limited number of in-person programs held onsite at Frick Madison. The Collection provided guided visits for students in grades 5 through 12, college and university students, seniors and community organizations, and private tour groups. Public programs included online sessions of "Continue the Conversation", "Drawing Together", as well as Seminars, as well as the IFA-Frick Symposium on the History of Art. Additionally, the first Cheng-Harrell Open Night was held in-person at Frick Madison and paid undergraduate and graduate internships were also offered by selected departments.”

“Program services, management and fundraising expenses include non-operating costs, a considerable portion of which are related to pension and other post-retirement benefits. These actuarially-calculated costs have a significant impact on the classification of functional expenses and their relative totals.”