Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 18 June 2020 at 20:00 UTC.
Maarten Botterman, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Becky Burr, Ron da Silva, Sarah Deutsch, Chris Disspain, Avri Doria, Rafael Lito Ibarra, Danko Jevtović, Göran Marby (President and CEO), Akinori Maemura, Mandla Msimang, Ihab Osman, Nigel Roberts, León Sánchez (Vice Chair), Matthew Shears, and Tripti Sinha.
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Käo (SSAC Liaison), and Kaveh Ranjbar (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Michelle Bright (Board Content Coordination Director), Xavier Calvez (Chief Financial Ofﬁcer), Franco Carrasco (Board Operations Specialist), Mandy Carver (Senior Vice President for Government and Intergovernmental Organization (IGO (Intergovernmental Organization)) Engagement), David Conrad (Chief Technology Ofﬁcer), Sally Costerton (Sr Advisor to President & SVP, Global Stakeholder Engagement), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguard), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Vinciane Koenigsfeld (Senior Director, Board Operations), Elizabeth Le (Associate General Counsel), Karen Lentz (Senior Director, Policy Research & Data Services), David Olive (Senior Vice President, Policy Development Support), Wendy Proﬁt (Board Operations Senior Manager), Erika Randall (Associate General Counsel), Ashwin Rangan (SVP Engineering & Chief Information Ofﬁcer), Lisa Saulino (Board Operations Specialist), Theresa Swinehart (Senior Vice President, Multistakeholder Strategy and Strategic Initiatives), and Gina Villavicencio (SVP, Global Human Resources).
- Consent Agenda:
- Main Agenda:
- Executive Session – Confidential:
The Chair introduced the items on the Consent Agenda and called for a vote. León Sánchez moved and Lito Ibarra seconded. The Chair then called for a vote and the Board took the following action:
The following items on the Consent Agenda are approved:
Approval of Minutes
Resolved (2020.06.18.01), the Board approves the minutes of the 7 May 2020 Special Meeting of the ICANN Board, the 20 May 2020 Special Meeting of the ICANN Board, and the 11 June 2020 Special Meeting of the ICANN Board.
All members of the Board present voted in favor of Resolution 2020.06.18.01. The Resolution carried.
Transfer of the .AO (Angola) top-level domain to the Ministry of Telecommunications and Information Technologies
Chris Disspain introduced the agenda item. He explained that the proposed Board resolution concerns a transfer of the .AO ccTLD (Country Code Top Level Domain) to a new manager. He noted that the existing manager has consented to the transfer, and the Board's role in the process is to conﬁrm that IANA (Internet Assigned Numbers Authority) has followed proper procedures.
Chris moved and Nigel Robert seconded. The Chair then called for a vote and the Board took the following action:
Resolved (2020.06.18.02), as part of the exercise of its responsibilities under the IANA Naming Function Contract with ICANN, PTI has reviewed and evaluated the request to transfer the .AO top-level domain to the Ministry of Telecommunications and Information Technologies. The documentation demonstrates that the proper procedures were followed in evaluating the request.
All members of the Board present voted in favor of Resolution 2020.06.18.02. The Resolution carried.
Rationale for Resolution 2020.06.18.02
Why is the Board addressing the issue now?
In accordance with the IANA Naming Function Contract, PTI has evaluated a request for ccTLD transfer and is presenting its report to the Board for review. This review by the Board is intended to ensure that the proper procedures were followed.
What is the proposal being considered?
The proposal is to approve a request to transfer the .AO top-level domain and assign the role of manager to the Ministry of Telecommunications and Information Technologies.
Which stakeholders or others were consulted?
In the course of evaluating this transfer application, PTI consulted with the applicant and other significantly interested parties. As part of the application process, the applicant needs to describe consultations that were performed within the country concerning the ccTLD, and their applicability to their local Internet community.
What concerns or issues were raised by the community?
PTI is not aware of any significant issues or concerns raised by the community in relation to this request.
What significant materials did the Board review?
The Board reviewed the following evaluations:
- The domain is eligible for transfer, as the string under consideration represents Angola in the ISO 3166-1 standard;
- The relevant government has been consulted and does not object;
- The proposed manager and its contacts agree to their responsibilities for managing this domain;
- The proposal has demonstrated appropriate significantly interested parties' consultation and support;
- The proposal does not contravene any known laws or regulations;
- The proposal ensures the domain is managed locally in the country, and are bound under local law;
- The proposed manager has confirmed they will manage the domain in a fair and equitable manner;
- The proposed manager has demonstrated appropriate operational and technical skills and plans to operate the domain;
- The proposed technical configuration meets the technical conformance requirements;
- No specific risks or concerns relating to Internet stability have been identified; and
- Staff have provided a recommendation that this request be implemented based on the factors considered.
These evaluations are responsive to the appropriate criteria and policy frameworks, such as "Domain Name System Structure and Delegation" (RFC 1591), "GAC Principles and Guidelines for the Delegation and Administration of Country Code Top Level Domains" and the ccNSO "Framework of Interpretation of current policies and guidelines pertaining to the delegation and redelegation of country-code Top Level Domain Names."
As part of the process, Delegation and Transfer reports are posted at http://www.iana.org/reports.
What factors the Board found to be significant?
The Board did not identify any specific factors of concern with this request.
Are there positive or negative community impacts?
The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, the local communities to which country-code top-level domains are designated to serve, and responsive to obligations under the IANA Naming Function Contract.
Are there financial impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?
The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the financial impact of the internal operations of country-code top-level domains within a country.
Are there any security, stability or resiliency issues relating to the DNS?
ICANN does not believe this request poses any notable risks to security, stability or resiliency. This is an Organizational Administrative Function not requiring public comment.
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 for Second Half of FY20
Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment to the President and CEO for the second half of FY20 at-risk compensation component.
Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for the second half of his FY20 SR2 at-risk compensation.
Resolved (2020.06.18.03), the Board hereby approves a payment to the President and CEO for his annual at-risk compensation component for the second half of FY20.
Rationale for Resolutions 2020.06.18.03
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 evaluated against specific goals, which the President and CEO sets in coordination with the Compensation Committee and the Board.
The President and CEO provided to the Compensation Committee his self-assessment of his end-of-year achievements towards his FY20 goals. After reviewing, the Compensation Committee discussed and agreed with the President and CEO's self-assessment. Following discussion, the Compensation Committee recommended that the Board approve payment to the President and CEO for his at-risk compensation for the second half of FY20. The Board agrees with the Compensation Committee's recommendation.
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.
While the decision to pay the President and CEO his at risk compensation for the second half of FY20 will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY20 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.
Whereas, the reduction of two positions on the ICANN org executive team has led to a redistribution of certain responsibilities within that team.
Whereas, it is essential to ICANN's operations that ICANN offer competitive compensation packages for its personnel.
Whereas, independent market data provided by outside expert compensation consultants indicates that current and proposed increases to total compensation amounts for the General Counsel and Secretary, the SVP, Planning and Chief Financial Officer (CFO), and the SVP, GDD and Strategy are below ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective positions.
Whereas, the Compensation Committee has recommended that the Board approve the proposed Board resolutions set out below.
Whereas, each Board member has confirmed that they are not conflicted with respect to compensation packages for any of ICANN's Officers.
Resolved (2020.06.18.04), the Board grants the President and CEO discretion to adjust the compensation for the following Officers, effective 1 June 2020: (i) John Jeffrey, General Counsel & Secretary, by an amount up to 3.5% per annum; (ii) Theresa Swinehart, SVP, GDD and Strategy, by an amount up to 10% per annum; (iii) Xavier Calvez, SVP, Planning & Chief Financial Officer (CFO), by an amount up to 15% per annum.
Rationale for Resolution 2020.06.18.04
The Board has been asked to look at proposed compensation increases for some of the current Officers to which the President and CEO has assigned new responsibilities due to the recent departure of the SVP, Global Domains Division (GDD) and impending departure of the Chief Operating Officer (COO).
GDD is one of ICANN's fundamental departments and provides important services to the community and policy implementation process. The responsibilities under the COO have included operational planning, Board operations, risk management and security operations. Rather than backfilling the vacancies of the SVP, GDD and SVP, COO positions, and thereby eliminating two executive-level salaries and benefit costs, the President and CEO is reallocating the responsibilities covered in these roles to several executive team members. The departments overseen by the executives that are assuming the responsibilities previously covered by the SVP, GDD and COO have sufficiently matured over the past several years such that the broader responsibilities assigned to these executives will not diminish their ongoing success. In addition, by making some of these changes, ICANN org will centralize and improve the support to the ICANN community and its stakeholders. In particular, both GDD and Multistakeholder Strategy and Strategic Initiatives (MSSI) serve the community and address subject areas that bridge policy, review recommendations, strategy, and specific initiatives impacting stakeholders. Accordingly, one of the changes made by the President and CEO is to allocate responsibility over GDD to Theresa Swinehart, who is also the SVP, MSSI (or strategy).
The goal of the organization's compensation program is to provide a competitive compensation package. The organization's general compensation philosophy is to pay base salaries within a range of the 50th – 75th percentile of the market for a particular position.
Based upon the recent market compensation data, considering the additional responsibilities taken on by the three Officers mentioned in the resolution, it is appropriate for these Officers' compensation to be reviewed and aligned with the market and ICANN compensation philosophy.
ICANN's President and CEO has requested that he be granted the discretion to increase the base salaries of: (i) John Jeffrey, General Counsel & Secretary, by an amount up to 3.5% per annum; (ii) Theresa Swinehart, SVP, GDD and Strategy, by an amount up to 10% per annum; (iii) Xavier Calvez, SVP, Planning & Chief Financial Officer (CFO), by an amount up to 15% per annum.
The President and CEO has also informed the Board that he intends to exercise the same discretion with respect to other members of ICANN's Executive Team who are also taking on more responsibilities due to this org change, but who are not Officers (which does not require Board approval). The requested increases for each of the Officers listed here are commensurate with the volume of additional responsibilities being assigned, and still fall below the established remuneration practices of the Organization. The Board agrees with the President and CEO's Recommendations.
The salary adjustments provided under this resolution will assist these Officers and the organization in fulfilling its mission and in ensuring ICANN acts in the public interest, and help ensure continuity in leadership of the organization.
There will be some fiscal benefits to the organization, and that impact will be felt within the FY21 budget. This resolution will not have any direct impact on the security, stability and resiliency of the domain name system.
This is an Organizational Administrative function that does not require public comment.
The Chair then called the meeting to a close.
Published on 11 September 2020