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, 22 Jul 2021
Resolution Number: 
2021.07.22.14 – 2021.07.22.16
Resolution Text: 

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) Xavier Calvez, SVP, Planning and Chief Financial Officer (CFO); (iv) David Olive, SVP, Policy Development Support and Managing Director – Washington D.C.; and (v) Ashwin Rangan, SVP, Engineering and Chief Information Officer (CIO), 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 resolutions set out below.

Whereas, each Board member has confirmed that he or she is not conflicted with respect to compensation packages for any of ICANN's Officers.

Resolved (2021.07.22.14), the Board grants the President and CEO discretion to adjust the compensation for FY22, effective 1 July 2021, of: (i) John Jeffrey, General Counsel and Secretary; (ii) Theresa Swinehart, SVP, Global Domains and Strategy; (iii) Xavier Calvez, SVP, Planning and Chief Financial Officer (CFO); and (iv) Ashwin Rangan, SVP, Engineering and Chief Information Officer (CIO), 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% per annum from their current rates.

Resolved (2021.07.22.15), the Board grants the President and CEO the discretion to adjust the compensation for FY22, effective 1 July 2021, of David Olive, SVP, Policy Development Support and Managing Director – Washington D.C., in accordance with the independent study on comparable compensation, subject to a limitation that his annual base salary shall not increase by more than 4% per annum from his current rate.

Resolved (2021.07.22.16), these resolutions shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws until it is otherwise determined that they can be published.

Rationale for Resolution: 

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 four residing in the greater Los Angeles area and another one in the District of Columbia. As of June 2021, the U.S. inflation rate was reported as 5%, while the Consumer Price Index (CPI), the commonly accepted metric for cost-of-living increases, increased in the greater Los Angeles area by 3.9% and increased in the District of Columbia by 3.8%.

Compensation survey data2 indicated that the general market 50th percentile of merit budget for 2021 is 3%. ICANN's FY22 (1 July 2021 to 30 June 2022) budget for all ICANN personnel Annual Compensation Merit Review was 3%. In addition, actual merit and salary increase results data show that in general, companies and organizations have provided a 3% merit increase and overall 3.5% salary increase in 2021.

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 plans calling for continued quality senior leadership, it is necessary for the Officers' compensation to be reviewed and aligned with the market.

ICANN's President and CEO has requested that he be granted the discretion to increase the FY22 base salaries of: (i) John Jeffrey, General Counsel and Secretary, Theresa Swinehart, SVP, Global Domains and Strategy, Xavier Calvez, SVP, Planning and Chief Financial Officer (CFO), and Ashwin Rangan, SVP, Engineering and Chief Information Officer (CIO) by up to 3% of their current base salaries; and (ii) David Olive, SVP, Policy Development Support and Managing Director – Washington D.C. by up to 4% of his current base salary to account for the increased scope for recently assuming the Managing Director duties for the Washington D.C. office The President and CEO has also informed the Board that he intends to 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 target 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 ICANN's 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 FY22 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.