Skip to main content
Resources

Minutes | Special Meeting of the ICANN Board

A Special Meeting of the ICANN Board of Directors was held on 31 May 2012, starting at 5:00 UTC.

Chairman Steve Crocker promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Sébastien Bachollet; Cherine Chalaby, Chris Disspain, Bill Graham, Bertrand de La Chapelle, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin and Kuo-Wei Wu.

Rod Beckstrom (President and CEO), Heather Dryden, GAC Liaison; Ram Mohan, SSAC Liaison; Erika Mann, Thomas Narten, IETF Liaison; Gonzalo Navarro, Thomas Roessler, TLG Liaison, Judith Vazquez; and Suzanne Woolf, RSSAC Liaison sent apologies. John Jeffrey, General Counsel and Secretary, and Amy Stathos, Deputy General Counsel were also present.

  1. Agenda

    1. Election of Fadi Chehadé as ICANN's President and CEO

      The Chair provided an overview to the Board regarding how the CEO Search Process Management Work Committee ("CEO Search Committee") operated and the steps that were taken to find the right candidate for the position of ICANN's President and CEO.

      The Board then reviewed the Compensation Committee's recommendation to engage Fadi Chehadé as the new President and CEO. The Board further considered the compensation package that the Compensation Committee recommended, which they reported was based on the recommendation and opinion of reasonableness of Towers Watson, independent compensation experts.

      All Board members who voted discussed and ensured that they were free from conflict regarding the President and CEO's compensation and that they had access to and considered appropriate data provided by independent compensation experts as to reasonableness of the President and CEO's compensation.

      The Chair then called for a vote, and the Board took the following action:

      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 negotiate 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.

      Eleven voting Board members voted in favor of the resolutions. Rod Beckstrom, Erika Mann, Gonzalo Navarro, Mike Silber and Judith Vasquez were unavailable to vote on the resolutions. The resolutions carried.

      Rationale for Resolutions 2012.05.31.01 – 2012.05.31.07

      In August 2011, the current President and CEO announced that he was going to step down as President and CEO of ICANN on 1 July 2012 at 11:59 a.m. PDT. With that information, the Board was responsible for finding a replacement for this top position in the organization.

      To undertake the search for a new President and CEO, the Board formed the CEO Search Process Management Work Committee ("CEO Search Committee") consisting of eight Board members. See http://www.icann.org/en/groups/other/ceo-search. To ensure that the search was thorough, global and international, the CEO Search Committee engaged Odgers Berndtson, an international executive search firm, to identify candidates for the President and CEO position.

      Throughout the search process, approximately 150 candidate resumés were received, 27 candidates were 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.

      After lengthy interviews and deliberations, the Board identified Fadi Chehadé as the leading candidate for the President and CEO position. The Board has determined that Fadi Chehadé possesses the leadership, political, technical and management skills necessary to lead ICANN as President and CEO.

      Once the Board selected a leading candidate, the Compensation Committee undertook its responsibility of seeking independent compensation expert advice on comparable salaries. These experts, Towers Watson, provided an opinion that the salary, recommended for Fadi Chehadé, was reasonable based on the comparable compensation packages and the particular nature of the position and the skills of Mr. Chehadé. The Board discussed this advice and Tower Watson's opinion regarding the reasonableness of the compensation package and were satisfied.

      Given that the chosen President and CEO required some time to satisfy his prior commitments, the Board determined that the current Chief Operating Officer, Akram Atallah, was the appropriate person to name as the interim President and CEO, pending Mr. Chehadé ability to take the position full time, which is scheduled to occur on or before 1 October 2012. Mr. Atallah is already in charge of the organization's operations and Mr. Chehadé will be consulting with Mr. Atallah throughout this interim term.

      This decision should have a positive impact on the organization and the community as it ensures that there is no gap in top management. There will not be any unanticipated financial impact. This decision is not likely to have an impact on the security, stability or resiliency of the domain name system.

Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."