A Special Meeting of the ICANN Board of Directors was held telephonically on 9 July 2020 at 21:00 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, 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 Directors sent their apologies: Chris Disspain
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), and Kaveh Ranjbar (RSSAC Liaison).
The following Liaisons sent their apologies: Merike Käo (SSAC Liaison)
Secretary: John Jeffrey (General Counsel and Secretary).
The following ICANN Executives and Staff participated in all or part of the meeting: Xavier Calvez (Chief Financial Officer), Mandy Carver (Senior Vice President for Government and Intergovernmental Organization (IGO) Engagement), Sally Newell Cohen (SVP, Global Communications), David Conrad (Chief Technology Officer), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguards), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Elizabeth Le (Associate General Counsel), David Olive (Senior Vice President, Policy Development Support), Amy Stathos (Deputy General Counsel), Theresa Swinehart (Senior Vice President, Multistakeholder Strategy and Strategic Initiatives), and Gina Villavicencio (SVP, Global Human Resources).
- Main Agenda:
- Executive Session:
President and CEO FY21 Goals
The Chair introduced the agenda item and provided an overview of the President and CEO's performance goals for FY21, which had been discussed with the Compensation Committee. The Board engaged in a discussion to come to a final set of CEO goals, which is comprised of six goals developed by the President and CEO and four developed by the Board. The four goals developed by the Board are: create an interface with the community for effective interaction on ICANN-related relevant regulatory developments with potential global impact (Goal #7); report back on regional developments to the ICANN Board (Goal #8); develop and implement a plan to ensure continued financial stability in a world affected by COVID-19 (Goal #9); and Implement the outcome of the Enhancing the Effectiveness of ICANN's Multistakeholder Model initiative (Goal #10).
Following discussion, León Sánchez moved and Lito Ibarra seconded. The Chair then called for a vote and the Board took the following actions:
Whereas, the Compensation Committee has worked with the President and CEO to develop a set of performance goals for FY21.
Resolved (2020.07.09.01), the Board hereby approves performance goals for the President and CEO for FY21.
Fourteen members of the Board voted in favor of Resolution 2020.07.09.01. Chris Disspain was unavailable to vote on the Resolution. Göran Marby abstained from voting. The Resolution carried.
Rationale for Resolution 2020.07.09.01
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 performance goals, which the President and CEO sets in coordination with the Compensation Committee and the Board.
The Compensation Committee discussed a set of performance goals for the President and CEO for FY21, some of which were proposed by the President and CEO and some were proposed by the Compensation Committee. 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 the President and CEO's performance goals are fully consistent with ICANN's Strategic and Operating plans.
The decision to adopt FY21 performance goals for the President and CEO will not have a direct fiscal impact on ICANN until it is determined to pay him his at-risk payment after the first half of FY21, and any such impact is contemplated in the FY21 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.
No resolutions taken.
The Board entered a confidential session. The Board undertook the following actions during its confidential session:
Ombudsman FY20 At-risk Compensation
Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of his FY20 at-risk compensation.
Resolved (2020.07.09.02), the Board hereby approves a payment to the Ombudsman of his FY20 at-risk compensation component.
Resolved (2020.07.09.03), this action by the Board shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, section 3.5b of the ICANN Bylaws.
Rationale for Resolutions 2020.07.09.02 – 2020.07.09.03
Annually the Ombudsman has an opportunity to earn a portion of his compensation based on specific performance goals set by the Board, through the Compensation Committee. This not only provides incentive for the Ombudsman to perform above and beyond his regular duties, but also leads to regular touch points between the Ombudsman and Board members during the year to help ensure that the Ombudsman is achieving his goals and serving the needs of the ICANN community.
Evaluation of the Ombudsman's objectives results from both the Ombudsman self-assessment as well as review by the Compensation Committee, leading to a recommendation to the Board with which the Board agrees.
Evaluating the Ombudsman's annual performance objectives is in furtherance of the goals and mission of ICANN and helps increase the Ombudsman's service to the ICANN community, which is in the public interest.
While there is a fiscal impact from the results of the scoring, that impact was already accounted for in the FY20 budget. This action will have no impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.
Extension of Ombudsman Contract
Whereas, the current Ombuds' contract concluded on 30 June 2020.
Whereas, the Cross-Community-Working Group – Accountability Work Stream 2 (CCWG-Accountability WS2) recommendations about the Ombudsman that the Board adopted include the creation of an Advisory Panel, which among other things, is to "[c]ontribute to the selection process for new Ombuds, which would meet the various requirements of the Board and community including diversity."
Whereas, in order to ensure that the Office of the Ombuds remains operational until a new selection process can be concluded, the Compensation Committee has recommended that: (i) the Board approve an extension of Herb Waye's most recent contract to serve as the ICANN Ombuds, covering the time from 1 July 2020 through 30 June 2025, but ensure that it can be terminated without cause if a new ICANN Ombuds is selected; and (ii) the Board direct the President and CEO, or his designee(s) to take all steps necessary to effectuate the Ombuds' contract extension.
Resolved (2020.07.09.04), the Board approves the extension of Herb Waye's most recent contract to cover the time period from 1 July 2020 through 30 June 2025, or until the Board appoints ICANN's next Ombuds, whichever is sooner.
Resolved (2020.07.09.05), the Board directs the President and CEO, or his designee(s), to take all steps necessary to effectuate the Ombuds' contract extension as indicated in the prior resolution.
Rationale for Resolutions 2020.07.09.04 – 2020.07.09.05
ICANN's Bylaws require ICANN to maintain an Office of the Ombuds. (See Article 5 of the Bylaws at https://www.icann.org/resources/pages/governance/bylaws-en/#article5.) Having an ICANN Ombuds positively affects the transparency and accountability of ICANN as the Ombudsman is one of the three main accountability mechanisms within ICANN. Accordingly, maintaining an appropriate Office of the Ombuds squarely supports ICANN's mission, and is within the public interest.
Several of the Cross-Community-Working Group – Accountability Work Stream 2 (CCWG-Accountability WS2) recommendations adopted by the Board in November 2019 involved the Ombuds Office, including the creation of an Advisory Panel, which among other things, is to "Contribute to the selection process for new Ombuds, which would meet the various requirements of the Board and community including diversity."
In accordance with the WS2 Implementation Assessment Report, at Section 5.1, page 22, the Ombudsman related recommendations are "cascading" in nature.
For example, the first recommendation is that the Ombuds' office should "have a more strategic focus", with enhanced procedures and documentation to accompany that focus. Only once that focus is agreed should ICANN develop a plan to "relaunch" the office. The recommendations about training, contracting, and reporting similarly seem to be premised on the relaunched nature of the office (while taking interim steps towards meeting the spirit of the recommendations along the way).
Accordingly, there are still some other implementation efforts that must be completed before an Advisory Panel is established and the anticipated search for a new Ombuds is concluded. In the meantime, the Board must ensure that there is an Ombuds in place until such time as a new Ombuds search can be completed and appointed by the Board.
The current Ombuds, Herb Waye, has been in place for approximately four years, and he served as Adjunct Ombuds for 10 years prior to that. He is extremely familiar with and well versed in the complex issues facing ICANN and has become quite well known throughout the ICANN community. By all accounts, Mr. Waye has been serving ICANN well as the Ombuds since his tenure began in July 2016.
The Board also notes that Mr. Waye has successfully integrated a new Adjunct Ombuds, which has addressed some of the CCWG-Accountability WS2 recommendations about diversity. This is, in part, was in specific response to make sure the Office can address complaints that may be submitted pursuant to the Community Anti-Harassment Policy.
As there has been a budget for an ICANN Ombuds since 2004 when the first Ombuds was appointed, this decision does not have a financial impact on ICANN, the community, or the public that is not already anticipated or included in the budget. This decision will not have any impact on the security, stability or resiliency of the domain name system.
This decision 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