Minutes of Special Board Meeting 8 December 2010

A special meeting of the ICANN Board of Directors was held on 8 December 2010 in Cartagena, Colombia at 7:30 pm local time. Vice Chairman Dennis Jennings promptly called the meeting to order.

In addition to Vice Chair Dennis Jennings the following Directors participated in all or part of the meeting: Harald Tveit Alvestrand, Steve Crocker, Gonzalo Navarro, Rita Rodin Johnston, Raymond A. Plzak, Rajasekhar Ramaraj, George Sadowsky, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, Katim Touray, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Jonne Soininen, TLG Liaison; Vanda Scartezini, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison.

The following Directors and Liaisons were not in attendance: Rod Beckstrom (CEO and President); Peter Dengate Thrush (Chairman); and Heather Dryden, GAC Liaison.

No staff was in attendance.

  1. Waiver of Meeting Notice
  2. The Vice Chair called for a waiver of formal notice of the meeting addressing Compensation issues prior to calling the meeting to order. Bruce Tonkin seconded the motion.

    The Board took the following action:

    RESOLVED, (2010.12.08.01) the Board hereby waives the notice for the meeting.

    All Board members present unanimously approved of this Resolution. Peter Dengate Thrush and Rod Beckstrom were unavailable to vote on this Resolution.

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

    The Vice Chair moved and Rajasekhar Ramaraj seconded the following resolution:

    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 2009 to 30 June 2010.

    Resolved (2010.12.08.02), 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 proposed by the Compensation Committee.

    Twelve members of the Board voted in favor of the resolution. Jean-Jacques Subrenat abstained from voting on the resolution. Peter Dengate Thrush and Rod Beckstrom were unavailable to vote on the resolution. The resolution carried.

  5. At-Risk Component of Ombudsman Compensation:
  6. The Board discussed a recommendation of the Compensation Committee regarding the At-Risk component of the Ombudsman’s compensation.

    Ray Plzak noted that going forward, as part of the induction procedures the Ombudsman should brief incoming Board members on the role of the ICANN Ombudsman.

    The Vice Chair then moved and Rajasekhar Ramaraj seconded the following resolution:

    Whereas, the Compensation Committee recommended that the Board approve a proportion of the at-risk component for the Ombudsman for the period 1 July 2009 to 30 June 2010.

    Resolved (2010.12.08.03), the Board approves the proportion of the at-risk component of the Ombudsman's compensation for the period 1 July 2009 to 30 June 2010 proposed by the Compensation Committee.

    Eight members of the Board voted in favor of the resolution. Kuo-Wei Wu, Ray Plzak and George Sadowsky voted against the resolution. Peter Dengate Thrush and and Rod Beckstrom were unavailable to vote on the resolution. The resolution carried.

    The Vice Chair then adjourned the meeting.