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
Meeting Date: 
Thu, 18 Jun 2020
Resolution Number: 
Resolution Text: 

Whereas, the reduction of two positions on the ICANN org executive team has led to a redistribution of certain responsibilities within that team.

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 total compensation amounts for the General Counsel and Secretary, the SVP, Planning and Chief Financial Officer (CFO), and the SVP, GDD and Strategy are below 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 resolutions 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 (2020.06.18.04), the Board grants the President and CEO discretion to adjust the compensation for the following Officers, effective 1 June 2020: (i) John Jeffrey, General Counsel & Secretary, by an amount up to 3.5%; (ii) Theresa Swinehart, SVP, GDD and Strategy, by an amount up to 10%; (iii) Xavier Calvez, SVP, Planning & Chief Financial Officer (CFO), by an amount up to 15%.

Rationale for Resolution: 

The Board has been asked to look at proposed compensation increases for some of the current Officers to which the President and CEO has assigned new responsibilities due to the recent departure of the SVP, Global Domains Division (GDD) and impending departure of the Chief Operating Officer (COO).

GDD is one of ICANN's fundamental departments and provides important services to the community and policy implementation process. The responsibilities under the COO have included operational planning, Board operations, risk management and security operations. Rather than backfilling the vacancies of the SVP, GDD and SVP, COO positions, and thereby eliminating two executive-level salaries and benefit costs, the President and CEO is reallocating the responsibilities covered in these roles to several executive team members. The departments overseen by the executives that are assuming the responsibilities previously covered by the SVP, GDD and COO have sufficiently matured over the past several years such that the broader responsibilities assigned to these executives will not diminish their ongoing success. In addition, by making some of these changes, ICANN org will centralize and improve the support to the ICANN community and its stakeholders. In particular, both GDD and Multistakeholder Strategy and Strategic Initiatives (MSSI) serve the community and address subject areas that bridge policy, review recommendations, strategy, and specific initiatives impacting stakeholders. Accordingly, one of the changes made by the President and CEO is to allocate responsibility over GDD to Theresa Swinehart, who is also the SVP, MSSI (or strategy).

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.

Based upon the recent market compensation data, considering the additional responsibilities taken on by the three Officers mentioned in the resolution, it is appropriate for these Officers' compensation to be reviewed and aligned with the market and ICANN compensation philosophy.

ICANN's President and CEO has requested that he be granted the discretion to increase the base salaries of: (i) John Jeffrey, General Counsel & Secretary, by an amount up to 3.5%; (ii) Theresa Swinehart, SVP, GDD and Strategy, by an amount up to 10%; (iii) Xavier Calvez, SVP, Planning & Chief Financial Officer (CFO), by an amount up to 15%.

The President and CEO has also informed the Board that he intends to exercise the same discretion with respect to other members of ICANN's Executive Team who are also taking on more responsibilities due to this org change, but who are not Officers (which does not require Board approval). The requested increases for each of the Officers listed here are commensurate with the volume of additional responsibilities being assigned, and still fall below the established remuneration practices of the Organization. The Board agrees with the 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, and help ensure continuity in leadership of the organization.

There will be some fiscal benefits to the organization, and that impact will be felt within the FY21 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.