Approved Board Resolutions | Special Meeting of the ICANN Board | 31 May 2012

Election of Fadi Chehadé as ICANN's President and CEO

Whereas, Rod Beckstrom will step down as President and CEO of ICANN on 1 July 2012 at 11:59 a.m. PDT.

Whereas, in order to conduct a search for a new President and CEO, the Board established a CEO Search Committee consisting of eight Board members.

Whereas, a description of the position of ICANN President and CEO was posted on the ICANN website at http://www.icann.org/en/groups/other/ceo-search.

Whereas, the CEO Search Committee engaged Odgers Berndtson, an international executive search firm, to identify candidates for the President and CEO position.

Whereas, the executive search firm conducted a detailed, thorough, global and international search for a CEO candidate, and identified numerous candidates for the CEO Search Committee to consider.

Whereas, the CEO Search Committee carefully considered the qualifications of all identified candidates and chose a number to interview at length.

Whereas, approximately 150 candidate resumés were received, 27 candidates were we chosen for further evaluation, 17 candidates were interviewed by telephone by the CEO Search Committee, 10 candidates were interviewed in face-to-face meetings by the CEO Search Committee, and four candidates were interviewed in face-to-face meetings by the full Board.

Whereas, after lengthy interviews and deliberations, the Board identified Fadi Chehadé as the leading candidate for the President and CEO position.

Whereas, the Board finds that Fadi Chehadé possesses the leadership, political, technical and management skills necessary to lead ICANN as President and CEO.

Whereas, the Compensation Committee has recommended that Fadi Chehadé be elected President and CEO.

Whereas, Fadi Chehadé will not begin his full time employment with ICANN until 1 October 2012.

Whereas, the Board has determined that Akram Atallah, ICANN's current Chief Operating Officer should be appointed interim President and Chief Executive Officer for the period of 1 July 2012 through 30 September 2012.

Resolved (2012.05.31.01), beginning on 1 July 2012 at 12:00 noon PDT, through 30 September 2012 at 11:59 p.m. PDT,  Akram Atallah, ICANN's current Chief Operating Officer, shall also serve as interim President and Chief Executive Officer at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold this office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved (2012.05.31.02), ICANN's Chairman and its General Counsel are authorized to negoatiate and finalize a reasonable consulting agreement with Fadi Chehadé for the period of 1 June 2012 through 30 September 2012, and ICANN's General Counsel is authorized to execute that consulting agreement on behalf of ICANN.

Resolved (2012.05.31.03), beginning on 1 October 2012 at 12:00 a.m. PDT, and contingent upon the execution of an agreement based on terms that have been approved by the Board, Fadi Chehadé is elected as President and Chief Executive Officer, to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified.

Resolved (2012.05.31.04), ICANN's Chairman and its General Counsel are authorized to finalize an employment agreement with Fadi Chehadé, and ICANN's Chairman is authorized to execute that employment agreement on behalf of ICANN.

Resolved (2012.05.31.05), the Board wishes to thank Odgers Berndtson for its assistance with the CEO search process.

Resolved (2012.05.31.06) this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws, pending public announcement of the selection of the new President and CEO.