Minutes | Board of Directors Meeting | Singapore 25 June 2011

At-Risk Component of President and CEO Compensation

A special Meeting of the ICANN Board of Directors was held on 25 June 2011 in Singapore at 16.00 local time.

Chairman Steve Crocker promptly called the meeting to order.

In addition to Chairman Steve Crocker the following Directors participated in the meeting: Bruce Tonkin (Vice Chairman), Sébastien Bachollet, Cherine Chalaby, Bertrand de La Chapelle, Chris Disspain, Bill Graham, Erika Mann, Raymond A. Plzak, George Sadowsky, Mike Silber, Katim Touray, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden, GAC Liaison; Thomas Narten, IETF Liaison, Reinhard Scholl, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

The Board noted that all Board Members present waived the notice requirement regarding this Meeting.

The Board discussed a recommendation of the Compensation Committee regarding the At-Risk component of the President and CEO's compensation.

The new Chair of the Compensation Committee presented the following information to the Board of Directors:

The Compensation Committee met on Saturday 18 June 2011 to discuss the CEO's reporting on the performance metrics that are used to make a recommendation to the Board.

The Compensation Committee presented the outcome of that discussion to the Board at its workshop on Thursday 22 June 2011 to seek feedback from the Board, and made a formal recommendation regarding the at-risk component of the President and CEO's compensation.

Each Board Member confirmed that they have no conflict of interest regarding setting compensation for the CEO/President.

The Board then took the following action:

Whereas, the Compensation Committee recommended that the Board approve a proportion of the at-risk component for the President and CEO for the period 1 July 2010 to 30 June 2011.

Resolved (2011.06.25.01), the Board approves the proportion of the at-risk component of the CEO's compensation for the period 1 July 2009 to 30 June 2010, as proposed by the Compensation Committee.

All Board members present unanimously approved of Resolution 2011.06.25.01.

Specific items within this meeting shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.