2024-11-13T08:50:41-06:00 2023-12-31 941254756 HOOD & STRONG LLP 2580 N 1ST ST STE 460 SAN JOSE CA 95131 990 2023-01-01 205253663 BENEFICIAL STATE FOUNDATION BENE 5104102036 1438 WEBSTER STREET 300 OAKLAND CA 94612 ERIN KILMER NEEL EXECUTIVE DIRECTOR & CIO 5104102036 2024-11-04 1 0 JACOB YAU P01560332 4089988400 2023 2024-10-15 13:58:12Z ERIN KILMER NEEL 1438 WEBSTER STREET 300 OAKLAND CA 94612 7525287 0 X WWW.BENEFICIALSTATE.ORG X 2006 DE TO COMBAT ECONOMIC DISTRESS AND ENCOURAGE COMMUNITY DEVELOPMENT. 5 5 26 5 0 0 5425264 7240351 0 0 241722 241930 9290 43006 5676276 7525287 2356884 2741062 0 0 3200026 3029926 0 0 0 1204888 1899456 6761798 7670444 -1085522 -145157 122226419 117915206 6787802 2621746 115438617 115293460 TO CREATE, GUIDE, AND PROMOTE A BENEFICIAL BANKING MODEL THAT TRANSFORMS THE BANKING INDUSTRY; WE ACCELERATE THE TRANSFORMATION BY ATTRACTING HUMAN, FINANCIAL, AND INTELLECTUAL CAPITAL TO BENEFICIAL BANKING. 0 0 2277708 0 43006 CREATE PROGRAMS AND DISTRIBUTE GRANTS TO COMBAT ECONOMIC DISTRESS AND ENCOURAGE COMMUNITY DEVELOPMENT, ENCOURAGE FINANCIAL LITERACY, PROMOTE AFFORDABLE HOUSING, AND ELIMINATE DISCRIMINATION BY PROMOTING THE PROVISION OF LOANS AND INVESTMENTS, INCLUDING CONSUMER LOANS AND MICRO AND SMALL BUSINESS LOANS, AND DEPOSITORY SERVICES FOR DISADVANTAGED COMMUNITIES AND COMMUNITY SERVICE ORGANIZATIONS, AND BY ANY OTHER MEANS DETERMINED TO BE APPROPRIATE BY THE BOARD. 4254748 2741062 0 SUPPORT CLEAN VEHICLE ASSISTANCE PROGRAM, INCLUDING, BUT NOT LIMITED TO, PROGRAMS AND GRANTS TO HELP LOWER-INCOME CALIFORNIA RESIDENTS PURCHASE A NEW OR USED HYBRID OR ELECTRIC VEHICLE. IN PARTNERSHIP WITH CALIFORNIA CLIMATE INVESTMENTS (A PROGRAM OF THE CALIFORNIA AIR RESOURCES BOARD), THE COLLECTIVE GOAL IS TO MAKE ENVIRONMENTALLY FRIENDLY VEHICLES ACCESSIBLE AND AFFORDABLE TO ALL. 6532456 1 1 0 1 0 0 0 0 0 0 1 1 0 0 1 1 1 0 0 0 1 0 0 0 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 1 23 0 1 26 1 0 0 0 0 0 0 0 0 0 0 0 0 X 5 5 0 0 0 0 0 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 CA X ERIN KILMER NEEL 5104102036 1438 WEBSTER STREET SUITE 300 OAKLAND CA 94612 ROBERT WILKINS PRESIDENT 0.50 X X 0 0 0 ELMY BERMEJO BOARD DIRECTOR 0.50 X 0 0 0 ANGELA GLOVER DAVIS BOARD DIRECTOR 0.50 X 0 0 0 JANIECE EVANS-PAGE BOARD DIRECTOR 0.50 X 0 0 0 KAT TAYLOR BOARD DIRECTOR 0.50 X 0 0 0 ERIN KILMER NEEL EXECUTIVE DIRECTOR 43.34 X 200146 0 13070 ANNIE BAKKE CLAYBAUGH SECRETARY/TREAS./VP, OPS & FINANCE 43.34 X 142085 0 34583 DARNELL GRISBY SVP, CLEAN VEHICLE ASST. PROGRAM 43.34 X 192490 0 12316 WILLIAM AARON KRISTIN STRATEGIC COMMUNICATION DIRECTOR 43.34 X 136634 0 8990 FRANCIS DENNIS JANES INDUSTRY RELATIONS/PARTNERSHIPS DIR. 43.34 X 127935 0 26427 QUINNTAVIOUS WILLIAMS DIRECTOR, EQUITABLE BANK STANDARDS 43.34 X 124104 0 14497 RODRIGO SANDOVAL OPERATIONS DIRECTOR 43.34 X 122869 0 18258 EMILY ELLICKSON-BROWN ASSOCIATE DIRECTOR, FINANCE 43.34 X 114406 0 31187 1160669 0 159328 11 0 1 0 STRATYFY 408 WEST 20TH STREET NEW YORK NY 10011 TECHNOLOGY DEVELOPMENT 350000 CONTEXT PARTNERS INC 3617 NE 19TH AVE PORTLAND OR 97212 STRATEGIC PLANNING 171099 GREENARC INC 5901 INDIAN SCHOOL ROAD NE ALBUQUERQUE NM 87110 TECHNOLOGY DEVELOPMENT 112500 GRID ALTERNATIVES 1171 OCEAN AVENUE SUITE 200 OAKLAND CA 94680 INSTALLATION OF EV CHARGING SYSTEMS 105000 4 2985603 4254748 7240351 241930 241930 LECTURES 900099 33460 33460 SPECIAL EVENT 900099 9546 9546 43006 7525287 43006 0 241930 X 2741062 2741062 594690 354057 240633 1806745 1597909 208836 83573 77386 6187 358027 300564 57463 186891 154280 32611 66204 10139 56065 109538 4400 105138 780595 536688 243907 37340 37340 4858 996 3862 641296 596490 44806 85141 85141 28563 25936 2627 40758 30293 10465 16360 16360 15653 15653 MEMBERSHIP DUES 39663 37860 1803 CLEAN VEHICLE ASST 14535 14535 PROGRAM COSTS 10723 10723 EMPLOYEE RECOGNITION 4153 1405 2748 4076 393 3683 7670444 6532456 1137988 0 8111289 3883267 244766 234473 1000 537 52311 72996 171204 153697 32778 17507 113585710 113585710 198565 120716 122226419 117915206 222251 391514 6355396 2100649 210155 129583 6787802 2621746 X 113849154 115253460 1589463 40000 115438617 115293460 122226419 117915206 -145157 0 X 0 1 X 1 0 X 5532079 14445845 22165155 5425264 7240351 54808694 5532079 14445845 22165155 5425264 7240351 54808694 12651742 42156952 550 323 241663 241722 241930 726188 55534882 58330 0.75910 0.61180 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 0 0 0 7670444 7670444 533522 133381 0 0 715318 1000000 488090 533522 2736930 4105395 178830 250000 122023 133381 684234 1026351 171204 153697 17507 17507 RESTRICTED HOLDINGS IN BENEFICIAL STATE BANCORP, INC. 113485710 C INVESTMENT IN GABV SFRE FUND 100000 C 113585710 LEASE LIABILITIES 129583 129583 X 7525287 0 7525287 0 7525287 7670444 0 7670444 0 7670444 PART X, LINE 2: THE FOUNDATION QUALIFIES AS A TAX-EXEMPT ORGANIZATION UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE AND RELATED CALIFORNIA CODE SECTIONS. ACCORDINGLY, IT IS NOT SUBJECT TO FEDERAL OR STATE INCOME TAXES ON RELATED INCOME AS A TYPE I SUPPORTING ORGANIZATION, OPERATED, SUPERVISED AND CONTROLLED BY TWO PUBLICLY SUPPORTED ORGANIZATIONS. IN ADDITION, THE FOUNDATION COULD BE SUBJECT TO TAX ON UNRELATED BUSINESS INCOME, IF ANY, GENERATED BY ITS INVESTMENTS AND OTHER SOURCES. IN JULY 2022, THE FOUNDATION RECEIVED APPROVAL FROM THE IRS TO BE RECLASSIFIED AS A PUBLIC CHARITY UNDER INTERNAL REVENUE CODE SECTION 509(A)(1). AS OF DECEMBER 31, 2023, AND 2022, MANAGEMENT EVALUATED THE FOUNDATION'S TAX POSITIONS AND CONCLUDED THAT THE FOUNDATION HAD MAINTAINED ITS TAX-EXEMPT STATUS AND HAD TAKEN NO UNCERTAIN TAX POSITIONS THAT REQUIRE ADJUSTMENT TO THE FINANCIAL STATEMENTS. THEREFORE, NO PROVISION OR LIABILITY FOR INCOME TAXES RELATED TO UNCERTAIN TAX POSITIONS HAS BEEN INCLUDED IN THE FINANCIAL STATEMENTS. EUROPE (INCLUDING ICELAND & GREENLAND) - ALBANIA, ANDORRA, AUSTRIA, BELGIUM 0 0 MISSION RELATED INVESTMENT N/A 100000 0 0 0 0 0 0 100000 0 100000 0 0 1 0 0 0 1 HYBRID OR ELECTRIC VEHICLE PURCHASE ASSISTANCE 308 2161500 ELECTRIC VEHICLE CHARGING ASSISTANCE 297 579562 PART I, LINE 2: BENEFICIAL STATE FOUNDATION ESTABLISHED A COLLECTIVE ACTION FUND AT THE TIDES FOUNDATION TO PROVIDE SPONSORSHIP SUPPORT OF EVENTS THAT PROMOTE THE PURPOSES OF BENEFICIAL STATE FOUNDATION. THE SPONSORSHIPS ARE RECOMMENDED BY STAFF AT BENEFICIAL STATE FOUNDATION AND BENEFICIAL STATE BANK AND APPROVED BY A COMMITTEE APPOINTED BY THE TIDES BOARD OF DIRECTORS. CARB APPROVED THE BUDGET AND SUBSEQUENT AMENDMENTS TO THE BUDGET. QUARTERLY, BSF SUBMITTED ACCOUNTING AND NARRATIVE REPORTS THAT DETAILED HOW GRANT FUNDS HAD BEEN SPENT FOR THE PRIOR QUARTER. ALL OPERATING EXPENSES RELATED TO GRANT FUNDS WERE APPROVED BY THE DIRECTOR OF OPERATIONS. ALL INCENTIVE FUNDS WERE ADMINISTERED WHEN PROGRAM PARTICIPANTS AND VEHICLE DEALERSHIPS MET A SET LIST OF CRITERIA. X 1 1 X X X X 0 0 0 0 0 0 0 0 0 ERIN KILMER NEEL EXECUTIVE DIRECTOR 196266 0 1000 0 2880 0 12009 0 1061 0 213216 0 0 0 DARNELL GRISBY SVP, CLEAN VEHICLE ASST. PROGRAM 181110 0 8500 0 2880 0 0 0 12316 0 204806 0 0 0 ANNIE BAKKE CLAYBAUGH SECRETARY/TREAS./VP, OPS & FINANCE 138205 0 1000 0 2880 0 8826 0 25757 0 176668 0 0 0 FRANCIS DENNIS JANES INDUSTRY RELATIONS/PARTNERSHIPS DIR. 124055 0 1000 0 2880 0 7914 0 18513 0 154362 0 0 0 PART I, LINE 1A FRINGE BENEFITS WERE PROVIDED MONTHLY TO ALL STAFF TO OFFSET WELLNESS & COMMUTE-RELATED EXPENSES. ALL STAFF RECEIVED THE SAME AMOUNT IN FRINGE BENEFITS. THE BENEFITS WERE TREATED AS TAXABLE COMPENSATION TO THE EMPLOYEES. FORM 990, PART VI, SECTION A, LINE 7A TOMKAT FOUNDATION IS ENTITLED TO APPOINT A MAJORITY OF THE MEMBERS ON THE FOUNDATION'S BOARD OF DIRECTORS EFFECTIVE FEBRUARY 17, 2022. FORM 990, PART VI, SECTION A, LINE 7B THE BYLAWS PROVIDE FOR RESERVED POWERS TO APPROVE CERTAIN ACTIONS, INCLUDING DEBT OBLIGATIONS, CHANGES TO THE BYLAWS, OR SIMILAR ISSUES. DECISIONS WHERE POWERS ARE RESERVED MUST BE APPROVED BY THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B THE TAXPAYER'S ACCOUNTING FIRM FORWARDED THE FORM 990 TO THE TREASURER. THE TREASURER FORWARDED THE FORM 990 TO THE BOARD CHAIRPERSON FOR THEIR REVIEW PRIOR TO THE FILING THE FORM 990. BOARD MEMBERS ARE ENCOURAGED TO REVIEW THE FORM 990 AND TO FORWARD THEIR QUESTIONS TO THE TREASURER. EITHER THE TREASURER OR THE ACCOUNTING FIRM ADDRESSES THE QUESTIONS FROM THE BOARD. FORM 990, PART VI, SECTION B, LINE 12C UNDER THE POLICY, ALL INTERESTED PERSONS ARE COVERED. AN INTERESTED PERSON INCLUDES A DIRECTOR, AN OFFICER, AN EXECUTIVE DIRECTOR, A HIGHLY COMPENSATED EMPLOYEE, A SUBSTANTIAL CONTRIBUTOR, OR A MEMBER OF A COMMITTEE WITH BOARD-DELEGATED POWERS WHO HAS A DIRECT OR INDIRECT FINANCIAL INTEREST. AFTER DETERMINING THAT A POTENTIAL CONFLICT OF INTEREST EXISTS, THE BOARD SHALL DELIBERATE THE MATTER AND THE POTENTIALLY INTERESTED PERSON SHALL RECUSE HIM OR HERSELF. FORM 990, PART VI, SECTION B, LINE 15 THE FOUNDATION BOARD USES MARKET STUDIES, SUCH AS THE COUNCIL ON FOUNDATIONS' WAGE AND BENEFIT REPORT, TO SET BENEFITS PACKAGES FOR OFFICERS AND KEY EMPLOYEES. BOARD OF DIRECTORS DO NOT RECEIVE BENEFITS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS CONFLICT OF INTEREST POLICY, GOVERNING DOCUMENTS, AND AUDITED FINANCIAL STATEMENTS AVAILABLE UPON REQUEST FOR THE SAME PERIOD OF TIME AS SET FORTH IN SEC. 6104(D). FORM 990, PART IX, LINE 11G CONSULTING: PROGRAM SERVICE EXPENSES 354,614. MANAGEMENT AND GENERAL EXPENSES 201,429. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 556,043. EVSE GRANT ADMINISTRATION: PROGRAM SERVICE EXPENSES 105,000. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 105,000. MEETING FACILITATION & HONORARIUM: PROGRAM SERVICE EXPENSES 35,524. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 35,524. OUTREACH CAMPAIGN: PROGRAM SERVICE EXPENSES 40,000. MANAGEMENT AND GENERAL EXPENSES 0. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 40,000. PENSION ADMINISTRATION: PROGRAM SERVICE EXPENSES 1,550. MANAGEMENT AND GENERAL EXPENSES 3,830. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 5,380. RECRUITING: PROGRAM SERVICE EXPENSES 0. MANAGEMENT AND GENERAL EXPENSES 38,648. FUNDRAISING EXPENSES 0. TOTAL EXPENSES 38,648. TOMKAT FOUNDATION 111 SUTTER ST 10TH FL SAN FRANCISCO CA 94104 205730928 GRANTMAKING CA 501(C)(3) PF N/A 0 BENEFICIAL STATE BANCORP INC 1438 WEBSTER STREET STE 100 OAKLAND CA 94612 203814367 BANKING & FINANCIAL SERVICES CA BENEFICIAL STATE FOUNDATION C 0 BENEFICIAL STATE BANK 1438 WEBSTER STREET STE 100 OAKLAND CA 94612 203814367 BANKING & FINANCIAL SERVICES CA BENEFICIAL STATE BANCORP INC C 0 0 0 0 0 0 1 0 0 0 0 1 0 1 1 0 0 1 0 0 BENEFICIAL STATE BANK K 86424 RENTAL CONTRACTS BENEFICIAL STATE BANK M 55159 FMV BENEFICIAL STATE BANK F 241500 FMV SCHEDULE R, PART IV, COLUMN (H) AS OF DECEMBER 31, 2023, THE HOLDINGS CONSISTED OF 1.7 MILLION SHARES OF CLASS B NON-VOTING COMMON STOCK HELD AT COST OF $105,435,710, WHICH REPRESENTS ALL OUTSTANDING SHARES OF CLASS B STOCK, AND 8,050 SHARES OF SERIES A PREFERRED STOCK HELD AT $8,050,000. THE CLASS B SHARES HAVE PREFERENCE ON ANY DECLARATION OR PAYMENT OF DIVIDENDS; HOWEVER, THESE DIVIDENDS ARE NOT CUMULATIVE.