Minutes | Regular Meeting of the ICANN Board
A Regular Meeting of the ICANN Board of Directors was held on 26 March 2014 in Singapore, at 17:15 local time.
Steve Crocker, Chair, promptly called the meeting to order.
The following Directors participated in all or part of the meeting: Sébastien Bachollet, Cherine Chalaby, Chris Disspain, Bill Graham, Bruno Lanvin, Olga Madruga-Forti, Gonzalo Navarro, Erika Mann, Ray Plzak , Bruce Tonkin (Vice Chair), George Sadowsky, Mike Silber, and Kuo-Wei Wu. Fadi Chehadé (President and CEO) and Wolfgang Kleinwächter sent apologies.
The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison) and Suzanne Woolf (RSSAC Liaison). Heather Dryden (GAC Liaison) was not present for the meeting.
Secretary: John Jeffrey (General Counsel & Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: John Jeffrey (General Counsel and Secretary) and Amy Stathos (Deputy General Counsel).
- Consent Agenda
The Chair introduced the item on the consent agenda and called for a vote. The Board then took the following action:
Resolved, the following resolutions in this Consent Agenda are approved:
Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY14 T2 at-risk compensation payment.
Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY14 T2 at-risk compensation.
Resolved (2014.03.26.01), the Board hereby approves a payment to the President and CEO for his FY14 T2 at-risk compensation component.
Resolved (2014.03.26.02), specific items within 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.
When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. Consistent with all ICANN staff members, the President and CEO is evaluated against specific goals that he sets in coordination with the Compensation Committee.
In Singapore, the Compensation Committee recommended that the Board approve the President and CEO's at-risk Compensation for the second trimester of FY14 and the Board agrees with that recommendation.
While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY14 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.
This in an Organizational Administrative Function that does not require public comment.
All members of the Board present voted in favor of Resolutions 2014.03.26.01and 2014.03.26.02. The Resolutions carried.
The Chair then called the meeting to a close.
Published on 1 May 2014