Board Activities and Meetings
Preliminary Report | Regular Meeting of the ICANN Board 26 March 2014
[Formal Minutes are still to be approved by the ICANN Board]
Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the Board at a future meeting.
NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES -- Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.
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) sent apologies.
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).
This is a preliminary report of the approved resolutions resulting from the Regular Meeting of the ICANN Board of Directors, which took place on 26 March 2014.
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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:
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Approval of President and CEO FY14 At-Risk Compensation
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.
Rationale for Resolutions 2014.03.26.C01 – 2014.03.26.C02
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.
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Published on 4 April 2014