Adopted Board Resolutions | Special Meeting of the ICANN Board
- Consent Agenda:
- Main Agenda:
- Executive Session - Confidential:
Resolved, the following resolution in this Consent Agenda is 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 18.104.22.168-22.214.171.124 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 126.96.36.199 of the PTI Bylaws;
Wei Wang to Seat 2 of the PTI Board, with a term ending in accordance with Section 188.8.131.52 of the PTI Bylaws;
Akram Atallah to Seat 3 of the PTI Board, with a term ending in accordance with Section 184.108.40.206 of the PTI Bylaws;
David Conrad to Seat 4 of the PTI Board, with a term ending in accordance with Section 220.127.116.11 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.
Executive Session - Confidential:
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.
Published on 15 December 2017