ICANN Resolutions » Officer Compensation

Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

Officer Compensation


Resolution of the ICANN Board
Topic: 
Officer Compensation
Summary: 

Board approval of proposed Officer Compensation

Category: 
Administration and Budget
Board
Meeting Date: 
Tue, 28 Jul 2015
Resolution Number: 
2015.07.28.17 – 2015 .07.28. 18
Resolution Text: 

Whereas, the retention of high caliber staff is essential to ICANN's operations and ICANN desires to ensure competitive compensation for staff.

Whereas, independent market data provided by outside expert compensation consultants indicates that current compensation for the Chief Operating Officer, (COO) and Chief Innovation and Innovation Officer (CIIO) is 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 for the two ICANN Officers identified above has not been adjusted since they started working for ICANN.

Whereas, the Board has confirmed that they are not conflicted with respect to compensation packages for any of ICANN's Officers.

Resolved (2015.07.28.17), at the President and CEO's request, the Board grants the President and CEO the discretion to adjust the compensation, effective 1 July 2015, of: (i) Susanna Bennett, COO; and (ii) Ashwin Rangan, CIIO, in accordance with the independent study on comparable compensation, subject to a limitation that their annual base salaries shall not increase by more than 4% per annum from their current rates.

Resolved (2015.07.28.18), specific items within this resolution shall remain confidential pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

Rationale for Resolution: 

Attracting and retaining high caliber staff by providing a competitive compensation package is crucial to the organization An improving job market will make more opportunities available for high caliber performers outside of ICANN.

ICANN's President and CEO has requested that he be granted the discretion to increase these Officers' base salaries by up to 4% of their current base salaries. The President and CEO has also informed the Board that he intends to seek the same discretion for other Officers as and when appropriate, and that he intends to also exercise the same discretion with respect to ICANN's global leaders that are not Officers (which do not require Board approval).

ICANN is in a critical phase that calls for continuity of certain skill and expertise, particularly with ongoing key projects including the New gTLD Program, Affirmation of Commitments reviews, the U.S. Governments' IANA stewardship transition, ICANN Accountability review underway, expanding contractual compliance, and enhanced globalization efforts, among many others Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible Adhering to ICANN's employment philosophy, and providing competitive compensation, will help ensure these goals are achieved.

It should be noted, however, that previously, it had been discussed that the plan was to only seek authorization to increase relevant Officers' salaries every two years. Last year the Board authorized the President and CEO to use his discretion to adjust the base salary of the four Officers who had not had an increase in two years or more. Those adjustments were made effective 1 July 2014, which is the same date on which all other staff realizes their salary adjustments. The two Officers for whom no authorization was sought in 2014 because they had not yet been with ICANN for two years or more are the COO and the CIIO. In trying to better align the timing of increases so requests for authorization to adjust Officers' base salaries need only happen once a year, it is being recommended that this year include the CIIO's salary, who has only been with ICANN since March 2014, but that the President and CEO will "pro-rate" the CIIO's adjustment such that the first compensation adjustment aligns to 1 July 2015, but that he is still treated similarly to other Officers. Note that the COO's two-year employment anniversary with ICANN falls directly on 1 July 2015.

Continuity and retention of key personnel during key organization phases is beneficial to all aspects of the organization Thus, salary adjustments provided under this resolution likely will have a positive impact on the organization and its effort to fulfill its mission, as well as on the transparency and accountability of the organization There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year 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.