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ICANN Resolutions » President and CEO Executive Services Agreement – One Year Extension

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.

President and CEO Executive Services Agreement – One Year Extension


Resolution of the ICANN Board
Meeting Date: 
Wed, 18 Jul 2018
Resolution Number: 
2018.07.18.12 – 2018.07.18.13
Resolution Text: 

Whereas, the President and CEO's Executive Services Agreement (Agreement) has a term of 23 May 2016 through 23 May 2021.

Whereas, the President and CEO has requested that the Board extend his Agreement by an additional year so that the Agreement will run through May 2022.

Whereas, the Compensation Committee has recommended that the Board approve a one-year extension to the Agreement.

Whereas, all members of the Board have determined that they have no conflict in relation to making this decision.

Resolved (2018.07.18.12), the Board hereby approves a one-year extension to the President and CEO's Executive Services Agreement term, which as extended will now expire on 23 May 2022.

Resolved (2018.07.18.13), the Board hereby authorizes the General Counsel and Secretary to take all steps necessary to amend the President and CEO's Executive Services Agreement term in accordance with and limited to the amendment approve through this resolution.

Rationale for Resolution: 

The President and CEO has asked the Board to consider a one year extension to his current Executive Services Agreement (Agreement). The President and CEO's current term began on 23 May 2016, and runs for a term of five years, or through 23 May 2021. With such a one-year extension, the President and CEO's Agreement will expire in May 2022 rather than May 2021.

The President and CEO has asked for this extension now because, among other things, it helps ensure that he can properly live and perform his duties while he is based in Los Angeles, as required by his Agreement. In particular, this short extension helps align the expiration of the Agreement with the President and CEO's Visa renewal which, when obtained, will have a three-year term and will expire in 2022.

The Compensation Committee has discussed the President and CEO's request for a one-year extension with the Committee, as well as with the President and CEO directly. The Compensation Committee evaluated the request, as well as the President and CEO's performance to date, and has recommended that the Board approve the President and CEO's request.

The Committee has noted, and the Board agrees, that the President and CEO has a very demanding job. Approving this short extension to his contract will, among other things, help reduce the burden on the President and CEO to perform his job and remain based in the Los Angeles region where the Board wants him to remain during the pendency of his Agreement.

Following a discussion with the full Board, the Board agrees that it makes sense to approve the one-year extension to the President and CEO's Agreement. Easing the burden on the President and CEO's ability to perform his duties while remaining based in Los Angeles will have a beneficial impact on ICANN, and will help ensure that ICANN continues to fulfill its mission and act in the public interest.

While the decision to extend the President and CEO's Agreement will have a fiscal impact on ICANN, payment of compensation to any President and CEO will be accounted for in the FY21 and FY22 budget development processes. This decision will not have a direct impact on the security, stability or resiliency of the domain name system.

This is an Organizational Administrative Function that does not require public comment.