Whyy Inc.

“Whyy members make contributions to the organization but have no governing or voting rights.”

“THE 990 IS REVIEWED PRIOR TO FILING AT A MEETING OF THE FINANCE COMMITTEE OF THE BOARD. WHYY, Inc. provides a copy of the 990 to all board members immediately after the review by the finance committee via a secure website. The form is available on the website until WHYY, Inc. files the return.”

“Members of the board of directors must answer an annual questionnaire regarding any potential conflicts.”

“The whyy board follows best practices in establishing its executive compensation program, depending exclusively upon advice and analysis from recognized independent consultants. The resultant executive compensation arrangements contain an appropriate mix of base salary as well as variable short and long-term benefits tied to performance metrics. Compensation design is therefore driven to be competitive with other regional for- and not-for-profits of similar size and complexity in and out of the media sector.”

“Upon request of a member of the public, all such policies and statements are available for inspection. All are housed in either the legal or human resources department.”

“COMPENSATION WHYY has a non-qualified supplemental retirement plan (KEYSOP) funded as deferred compensation for eligible employees. For Mr. Marrazzo, options in the KEYSOP became due beginning with his 65th birthday in 2014 and will continue through 2018. Compensation included in Column D is reported in accordance with IRS guidelines, which require that all not-for-profit organizations report deferred employee compensation in both the year that it is earned and then again in the year that it is disbursed. As a result, included in the W-2 compensation for Mr. Marrazzo is $85,668 of payments made associated with options exercised under the KEYSOP. WHYY previously included the value of these options in Mr. Marrazzo's compensation in prior years and therefore the value of the payments is not additional compensation to him for the 2015 calendar year covered by the W-2 reported here. BONUSES Starting in 2015, payments due under WHYYs bonus plan were due no later than October 31 for the previous fiscal year. In the past, bonuses were paid in February following the previous fiscal year. IRS guidelines require that compensation reported in the 990 is based on the W-2 that is issued for the calendar year ending within WHYYs fiscal year, which in this case is calendar 2015. Thus Column D includes two bonuses, one for the fiscal year ending June 30, 2014 and the other for the fiscal year ending June 30, 2015. As a result of the change in the WHYY bonus plan, there will be no more future occurrences of two bonuses being paid during one calendar year. All bonuses are performance based and subject to the approval of the Executive Committee of the Board of Directors.”

“WHYY and First Person Arts began a joint project to develop a series of storytelling events, a new radio program and a podcast, thanks to a two-year $300,000 grant from The Pew Center for Arts & Heritage. Original content created by WHYY with First Person Arts (FPA) will amplify the profound story-sharing experiences FPA curates throughout the region, which will be distributed via WHYYs multimedia platforms and civic engagement events, reaching hundreds of thousands of people each week. The project elements will connect personal stories with current news events, allowing both organizations to expand their existing expertise in storytelling and audience engagement. Components include 26 unique live arts experiences and community engagement activities that will generate new, original content for the broadcasts; a series of 48 radio broadcasts (24 per year) to air on WHYY-FM; an expanded podcast series of 52 original recordings featuring predominantly regional storytellers; 40 three-to-four-minute long radio segments to air weekly on WHYY-FM during Morning Edition, All Things Considered, NewsWorks Tonight and other news magazine programs; and a shared online archive of the audio content. Whyy continues expansion of its media labs to 27 Philadelphia schools over the next two years as part of a $1.7 million project to help both students and teachers use video storytelling as an effective learning tool. A $751,000 lead gift from the William Penn Foundation launched the outreach effort and support 11 of the labs. An evaluation of the pilot phase of this project by Research for Better Schools reported that students learned much more than basic video skills. According to its study, 70 percent of participants indicated increased media literacy skills, 80 percent of the students reported gains in listening skills and 60 percent reported gains in writing effective sentences and paragraphs.”