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Board Activities and Meetings

View records of actions and decisions made by the ICANN Board from recent activities and meetings.

Approved Resolutions | Special Meeting of the ICANN Board | 27 July 2022

  1. Executive Session:
    1. Ombudsman FY 22 At-Risk Compensation
    2. President and CEO FY23 Goals

 

  1. Executive Session:

    1. Ombudsman FY 22 At-Risk Compensation

      Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of his FY22 at-risk compensation.

      Resolved (2022.07.27.01), the Board hereby approves a payment to the Ombudsman of his FY22 at-risk compensation component.

      Resolved (2022.07.27.02), part of this action by the Board shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, section 3.5b of the ICANN Bylaws.

      Rationale for Resolutions 2022.07.27.01 – 2022.07.27.02

      Annually the Ombudsman has an opportunity to earn a portion of his compensation based on specific performance goals set by the Board, through the Compensation Committee.  This not only provides incentive for the Ombudsman to perform above and beyond his regular duties, but also leads to regular touch points between the Ombudsman and Board members during the year to help ensure that the Ombudsman is achieving his goals and serving the needs of the ICANN community.

      Evaluation of the Ombudsman's objectives results from both the Ombudsman self-assessment as well as review by the Compensation Committee, leading to a recommendation to the Board with which the Board agrees.

      Evaluating the Ombudsman's annual performance objectives is in furtherance of the goals and mission of ICANN and helps increase the Ombudsman's service to the ICANN community, which is in the public interest. 

      While there is a fiscal impact from the results of the scoring, that impact was already accounted for in the FY22 budget.  This action will have no impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require public comment.

    2. President and CEO FY23 Goals

      Whereas, the Compensation Committee has worked with the President and CEO to develop a set of performance goals for FY23.

      Resolved (2022.07.27.03), the Board hereby approves performance goals for the President and CEO for FY23.

      Rationale for Resolution 2022.07.27.03

      When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package.  This same structure exists today.  Consistent with all personnel with the ICANN organization, the President and CEO is to be evaluated against specific performance goals, which the President and CEO sets in coordination with the Compensation Committee and the Board.

      The Compensation Committee discussed a set of performance goals for the President and CEO for FY23, some of which were proposed by the President and CEO and some were proposed by the Compensation Committee.  The Board has evaluated these goals and agrees that they are appropriate and consistent with ICANN's Strategic and Operating plans.

      Taking this decision is in furtherance of ICANN's Mission and is in the public interest in that the President and CEO's performance goals are fully consistent with ICANN's Strategic and Operating plans.

      The decision to adopt FY23 performance goals for the President and CEO will not have a direct fiscal impact on ICANN that is not already contemplated in the FY23 budget.  This decision will not have an impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require public comment.

Published on 29 July 2022