Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 13 December 2017 at 21:00 UTC.
Cherine Chalaby, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Maarten Botterman, Becky Burr, Ron da Silva, Sarah Deutsch, Chris Disspain (Vice Chair), Avri Doria, Akinori Maemura, Göran Marby (President and CEO), George Sadowsky, Léon Sanchez, Matthew Shears, Mike Silber, and Lousewies van der Laan.
The following Directors sent their apologies: Rafael Lito Ibarra and Khaled Koubaa.
The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Kaveh Ranjbar (RSSAC Liaison), and Jonne Soininen (IETF Liaison).
The following Board Liaisons sent their apologies: Manal Ismail (GAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Akram Atallah (President, Global Domains Division), Susanna Bennett (Chief Operating Officer), Duncan Burns (Senior Vice President, Global Communications), David Conrad (Senior Vice President and Chief Technology Officer), Kim Davies (Director, Technical Services, IANA), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Tarek Kamel (Sr Advisor To President & SVP, Government And IGO Engagement), Vinciane Koenigsfeld (Board Operations Content Manager), Elizabeth Le (Associate General Counsel), David Olive (Senior Vice President, Policy Development Support), Wendy Profit (Board Operations Specialist), Erika Randall (Associate General Counsel), Lisa Saulino (Board Operations Senior Coordinator), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (Senior Vice President, Multistakeholder Strategy And Strategic Initiatives).
- Consent Agenda:
- Main Agenda:
- Executive Session - Confidential:
The Chair provided a brief overview of the items on the Consent Agenda, and asked Board members if any of the items should be moved to the Main Agenda to allow for discussion.
The Board took the following action:
Resolved, the following resolutions in this Consent Agenda are approved:
Approval of Minutes
Resolved (2017.12.13.01), the Board approves the Minutes of the 29 October and 2 November 2017 Meetings of the ICANN Board.
PTI Governance Items – Appointment of PTI President; Appointment of PTI Board Directors
Annual Meeting of the Member
Resolved (2017.12.13.02), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").
Whereas, pursuant to Section 7.2 of the PTI Bylaws, ICANN as the sole member is authorized to appoint a President of PTI.
Resolved (2017.12.13.03), the ICANN Board, in its role as sole member of PTI, hereby appoints Kim Davies as the President of PTI, effective 1 January 2018. Elise Gerich will remain as the President of PTI through 31 December 2017.
PTI Board – Directors
Whereas, ICANN, in its role as sole member of PTI, has the obligation to appoint all members of the PTI Board in accordance with Article 5 of the PTI Bylaws.
Whereas, the PTI Bylaws, at Section 5.2.1, authorizes the PTI Board to have five Directors.
Whereas, ICANN, as the sole member of PTI, must appoint four Directors to the PTI Board, with two Directors being employees of ICANN or PTI, and two Directors being the candidates identified by the ICANN Nominating Committee, pursuant to Sections 220.127.116.11-18.104.22.168 of the PTI Bylaws.
Whereas, ICANN, as the sole member of PTI, must appoint the President of PTI to the PTI Board. Kim Davies has been appointed as President of PTI.
Whereas, the ICANN Nominating Committee announced its selection of Lise Katrine Fuhr to serve in Seat 1 of the PTI Board (a two-year term) and Wei Wang to serve in Seat 2 of the PTI Board (a three-year term).
Whereas, ICANN organization recommends that Akram Atallah, ICANN's President, Global Domains Division serve in Seat 3 of the PTI Board (a two-year term) and David Conrad, ICANN's Chief Technology Officer, serve in Seat 3 of the PTI Board (a three-year term), as the two Directors that are employees of ICANN or PTI.
Resolved (2017.12.13.04), ICANN, in its role as sole member of PTI, appoints:
Lise Fuhr to Seat 1 of the PTI Board, with a term ending in accordance with Section 22.214.171.124 of the PTI Bylaws;
Wei Wang to Seat 2 of the PTI Board, with a term ending in accordance with Section 126.96.36.199 of the PTI Bylaws;
Akram Atallah to Seat 3 of the PTI Board, with a term ending in accordance with Section 188.8.131.52 of the PTI Bylaws;
David Conrad to Seat 4 of the PTI Board, with a term ending in accordance with Section 184.108.40.206 of the PTI Bylaws; and
Elise Gerich is appointed as a Director of PTI with a term to coincide with her service as President of PTI. Effective 1 January 2018, Kim Davies will be appointed as a Director of PTI with a term to coincide with his service as President of PTI.
Thanks to Departing Directors
Resolved (2017.12.13.05), the ICANN Board thanks Elise Gerich for her service as the first PTI President and as a member of the PTI Board. The ICANN Board wishes her well in her future endeavors.
Resolved (2017.12.13.06), the ICANN Board thanks Jonathan Robinson for his service as an Initial Director on the PTI Board, including his service as the first Chair of PTI of the Board. The ICANN Board wishes him well in his future endeavors.
Rationale for Resolutions 2017.12.13.02 – 2017.12.13.06
The resolutions taken here today fulfill ICANN's responsibility, as the sole member of PTI, to elect the President of PTI and appoint Directors to the Board, completing the initial terms required for the first year following the IANA stewardship transition. The appointment of the PTI Board (including the PTI President) will allow the PTI Board to continue its work. The new PTI President will begin in his role on 1 January 2018.
The appointment of the PTI President and Board are taken fully in line with the obligations as set forth in the PTI Bylaws, and respectful of the community's recommendations of the proposed composition of the Board.
These actions confirm ICANN's continued commitment to its Bylaws as adopted on 1 October 2016 and ICANN's obligations surrounding the performance of the IANA Functions that are contracted to PTI. This also directly serves ICANN's mission to ensure the stable and secure operations of the Internet's unique identifiers, and serves the public interest in the continued stable performance of the IANA Functions.
None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS, though PTI is essential to ICANN's security, stability and resiliency work. There are resource implications in supporting PTI, which are reflected in the PTI, IANA and ICANN Budgets.
The appointment of the PTI President and the appointment of the PTI Board are Organizational Administrative Functions for which public comments were not necessary.
All members of the Board present voted in favor of Resolutions 2017.12.13.01, and 2017.12.13.02 – 2017.12.13.06. Rafael Lito Ibarra and Khaled Koubaa were unavailable to vote on the Resolutions. The Resolutions carried.
Options for Addressing the New gTLD Program Applications for .CORP, .HOME, and .MAIL
Becky Burr and George Sadowsky noted potential conflicts of interest on this matter and abstained from the discussion. Akram Atallah provided a briefing to the Board to outline potential options for addressing the New gTLD Program applications for .CORP, .HOME, and .MAIL. The Board previously considered the applications for .CORP, .HOME and .MAIL and determined to defer delegation of these strings indefinitely because of name collisions. In Abu Dhabi, the Board adopted a resolution requesting that staff provide the Board a briefing outlining potential options to address these strings.
Akram outlined some potential options for the Board to consider, which ranged from providing a full refund of the New gTLD Program application fee to the remaining .CORP, .HOME, and .MAIL applicants, to providing priority in subsequent rounds of the New gTLD Program if the applicants were to reapply for the same strings. The Chair asked for a recommendation from ICANN Org, and Akram noted that providing a full refund to the applicants and not granting priority in subsequent round of the New gTLD Program seemed to strike a reasonable balance between the options given the situation.
The Board engaged in a discussion of the relative merits and disadvantages of the various options presented to address the applications. The discussion focused on issues of fairness, whether the applicants expressed a preference for any of the options, and how to address applications for .CORP, .HOME, and .MAIL that had been withdrawn. Several Board members expressed support for providing the applicants a full refund and not granting priority in future rounds. Cherine Chalaby asked how applicants who had already withdrawn from the Program would be treated, and Akram noted that these applicants already received refunds as outlined in the Applicant Guidebook.
Lousewies van der Laan asked if the applicants had a preference with respect to the options, and Akram explained that the remaining applicants had not been polled about the options.
The Board discussed budget implications of the options presented. Matthew Shears asked where the funds would come from if a full refund were provided, and Akram confirmed that the refunds would be paid from the New gTLD Program funds.
Avri Doria highlighted that the issue with the .CORP, .HOME, and .MAIL strings is unusual because the strings are being taking out of service in the current round of the New gTLD Program although the applicants had every expectation that the string would be delegated. As a result, Avri noted that in the interest of fairness the applicants should be provided a full refund but it would be problematic to offer priority in future rounds.
Based on the discussion, the Cherine requested ICANN Org to prepare draft resolutions for the Board to consider at a subsequent meeting.
Executive Session - Confidential:
The Board entered a confidential session. The Board undertook the following actions during its confidential session:
President and CEO At Risk Compensation – FY18-SR1
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 FY18 SR1 at-risk compensation payment.
Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY18 SR1 at-risk compensation.
Whereas, the Compensation Committee has worked with the President and CEO to develop a set of goals for his FY18 SR2 at-risk compensation component.
Resolved (2017.12.13.07), the Board hereby approves a payment to the President and CEO for his FY18 SR1 at-risk compensation component.
Resolved (2017.12.13.08), the Board hereby approves the President and CEO goals for his FY18 SR2 at risk compensation component.
Rationale for Resolutions 2017.12.13.07 – 2017.12.13.08
When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. This same structure exists today. Consistent with all personnel with the ICANN organization, the President and CEO is to be evaluated against specific goals, which the President and CEO sets in coordination with the Compensation Committee and the Board.
Following FY18 SR1, which is a scoring period that ran from 16 May 2017 through 15 November 2017, the President and CEO provided to the Compensation Committee his self-assessment of his achievements towards his goals for the FY18 SR1 measurement period. After considering, the Compensation Committee Chair reviewed with the President and CEO his FY18 SR1 goals and discussed his achievements against those goals. Following discussion, the Compensation Committee recommended that the Board approve the President and CEO's at-risk compensation for the first scoring period of FY18 and the Board agrees with that recommendation. The Board agrees with the Compensation Committee's recommendation.
The Compensation Committee also discussed a set of goals for the President and CEO for his FY18 SR2 at-risk compensation component, which the Compensation Committee Chair discussed with the President and CEO. The Board has evaluated these goals and agrees that they are appropriate and consistent with ICANN's Strategic and Operating plans.
Taking this decision is in furtherance of ICANN's Mission and is in the public interest in that it helps ensure that President and CEO is sufficiently compensated in line with his performance in furtherance of the Mission, and which reflects that his goals are consistent with the Strategic and Operating plans.
While this decision will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY18 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.
The Chair called the meeting to a close.
Published on 05 February 2018