To seek public comment on Recommendations about Board member compensation, including the proposed Bylaws revisions that would allow non-voting Board liaisons to accept compensation if approved by the voting Board members.
Section I: Description and Explanation
The Board has committed to regularly review the reasonableness of Board member compensation. In furtherance of this commitment, the Board engaged the Independent Valuation Expert firm of Towers Watson to provide an updated report on the reasonableness of offering compensation to Board members, as well as the level of the offered compensation.
In addition, the Board has been considering whether to offer compensation to non-voting liaisons to the Board. Absent voting, Board liaisons are asked to spend the same amount of time and make the same level of commitment to the ICANN Board as the voting Board members.
The Independent Valuation Expert Report, and proposed Bylaws changes that would allow ICANN to offer compensation to non-voting Board liaisons, are being posted for public comment.
Section II: Background
Since August 2010, ICANN's Board chair has had the opportunity to elect compensation, and since December 2011, all voting members of ICANN's Board have had the choice whether to accept compensation. The resolutions approving such compensation can be found at http://www.icann.org/en/groups/board/documents/resolutions-05aug10-en.htm#5 and http://www.icann.org/en/groups/board/documents/resolutions-08dec11-en.htm#3, respectively. The decision to consider and approve compensation for Board members followed long-term on-going discussions, including with the community, and was recommended by the Boston Consulting Group ("BCG") that conducted the Board Review some years ago and by the first Accountability and Transparency Review Team ("ATRT"), among others.
In initially approving, and now reviewing, Board member compensation for voting Board members other than the President and CEO of ICANN (who is compensated pursuant to contract) or the Chair of the ICANN Board (for whom no change in compensation level is recommended), it continues to be imperative that the Board follow a process calculated to pay an amount that is in its entirety Reasonable Compensation for Board services under the standards set forth in §53.4958-4(b) of the Treasury Regulations. The Board has followed particular steps throughout its consideration process to ensure continued establishment and evaluation of Reasonable Compensation.
Section III: Relevant Resources
- Towers Watson April 2014 Report on ICANN Board Compensation [PDF, 3.82 MB]
- Proposed Bylaws Revisions re: Board Compensation [PDF, 99 KB]
Section IV: Additional Information