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Preliminary Report | Special Meeting of the ICANN Board | 22 October 2023

Formal Minutes are still to be approved by the ICANN Board.

Note: This Preliminary Report has not been approved by the Board and does not constitute minutes. It does set forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved 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 Special Meeting of the ICANN Board of Directors was held in Hamburg, Germany on 22 October 2023, at 17:45 local time.

Tripti Sinha, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Alan Barrett, Maarten Botterman, Becky Burr, Chris Chapman, Sally Costerton (Sr. Advisor to President and SVP, Global Stakeholder Engagement & Interim President and CEO), Edmon Chung, Sarah Deutsch, Avri Doria, Danko Jevtović (Vice Chair), Christian Kaufmann, Patricio Poblete, Sajid Rahman, Katrina Sataki, León Sánchez, and Matthew Shears.

The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Nico Caballero (GAC Liaison), James Galvin (SSAC Liaison) and Wes Hardaker (RSSAC Liaison).

Catherine Adeya and Chris Buckridge were in attendance as invited observers.

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN org Executives and Staff participated in all or part of the meeting: Aaron Jimenez (Senior Board Operations Specialist), Elizabeth Le (Associate General Counsel), and Amy Stathos (Deputy General Counsel).

1. Executive Session

The Board entered into a confidential session. The Board undertook the following actions during its session:

a. Officer Compensation (Sr. Advisor to President and SVP, Global Stakeholder Engagement)

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 compensation amounts for Sally Costerton as the Sr. Advisor to President and SVP, Global Stakeholder Engagement, is below or within 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 resolution 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 (2023.10.22.01), the Board approves an increase in the amount of 3.5%, effective 1 July 2023, to Sally Costerton's FY24 base salary for her role as Sr. Advisor to President and SVP, Global Stakeholder Engagement.

Rationale for Resolution 2023.10.22.01

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.

Compensation survey data indicated that the general market 50th percentile of merit budget for 2023 is 3.9%. ICANN's FY24 (1 July 2023 to 30 June 2024) budget for all ICANN personnel Annual Compensation Merit Review was 3.5%. In addition, actual merit and salary increase results data shows that in general, companies and organizations have provided a 3.8% merit increase and overall 4.8% salary increase in 2022.

Based upon the above data, considering the quality performances of the Sr. Advisor to President and SVP, Global Stakeholder Engagement, and all of the activities and initiatives set out in the Five-Year Strategic and Operating plan calling for, continued quality senior leadership, it is necessary for Sr. Advisor to President and SVP, Global Stakeholder Engagement's compensation to be reviewed and aligned with the market.

The Board has considered increasing the base salary of the Sr. Advisor to President and SVP, Global Stakeholder Engagement by the same amount being considered for the rest of the organizations' Officers and personnel. And even with the 3.5% increase, the Sr. Advisor to President and SVP, Global Stakeholder Engagement's base salary will be below ICANN's target range for compensation. The Board has approved a 3.5% increase to the Sr. Advisor to President and SVP, Global Stakeholder Engagement's base salary.

The salary adjustments provided under this resolution will assist the organization in fulfilling its Mission and in ensuring ICANN acts in the public interest.

There will be some fiscal impact to the organization, but that impact has been anticipated within the FY24 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.

b. Officer Compensation

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 compensation amounts for: (i) John Jeffrey, General Counsel and Secretary; (ii) Theresa Swinehart, SVP, Global Domains and Strategy; (iii) David Olive, SVP, Policy Development Support and Managing Director-Washington, D.C.; (iv) Xavier Calvez, SVP, Planning and Chief Financial Officer (CFO); and (v) Ashwin Rangan, SVP, Engineering and Chief Information Officer, are either below or within 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 resolution 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 (2023.10.22.02), the Board grants the Interim President and CEO discretion to adjust the compensation for FY24, effective 1 July 2023, of: (i) John Jeffrey, General Counsel and Secretary; (ii) Theresa Swinehart, SVP, Global Domains and Strategy; (iii) David Olive, SVP, Policy Development Support and Managing Director-Washington, D.C.; (iv) Xavier Calvez, SVP, Planning and Chief Financial Officer (CFO); and (v) Ashwin Rangan, SVP, Engineering and Chief Information Officer, in accordance with the independent study on comparable compensation, subject to a limitation that their annual base salaries shall not increase by more than 3.5% per annum from their current rates.

Rationale for Resolution 2023.10.22.02

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.

Each of the Officers at issue in this resolution resides in the United States, with three residing in the greater Los Angeles area and one in the District of Columbia. As of June 2023, the U.S. inflation rate was reported as 3%, while the Consumer Price Index (CPI), the commonly accepted metric for cost-of-living increases, increased in the greater Los Angeles area by 2.5% and increased in the District of Columbia by 3.1%.

Compensation survey data indicated that the general market 50th percentile of merit budget for 2023 is 3.9%. ICANN's FY24 (1 July 2023 to 30 June 2024) budget for all ICANN personnel Annual Compensation Merit Review is 3.5%. In addition, actual merit and salary increase results data shows that in general, companies and organizations have provided a 3.8% merit increase and overall 4.8% salary increase in 2022.

Based upon the above economic and compensation data, considering the quality performances of the Officers, and all of the activities and initiatives set out in the Five-Year Strategic and Operating plan calling for continued quality senior leadership, it is necessary for the Officers' compensation to be reviewed and aligned with the market.

ICANN's Interim President and CEO has requested that she be granted the discretion to increase the FY24 base salaries of: (i) John Jeffrey, General Counsel and Secretary; (ii) Theresa Swinehart, SVP, Global Domains and Strategy; (iii) David Olive, SVP, Policy Development Support and Managing Director -Washington, D.C.; (iv) Xavier Calvez, SVP, Planning and Chief Financial Officer (CFO); and (v) Ashwin Rangan, SVP, Engineering and Chief Information Officer by up to 3.5% of their current base salaries. The Interim President and CEO has also informed the Board that she likely will also exercise the same discretion with respect to the other members of ICANN's Executive Team who are not Officers (which does not require Board approval). As set forth in the comparable information provided by ICANN's expert compensation consultants, the requested increases for each of the Officers listed here, fall slightly below or within or the established remuneration practices of the organization. The Board agrees with the Interim 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.

There will be some fiscal impact to the organization, but that impact has been anticipated within the FY24 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 called the meeting to a close.

Published on 31 October 2023