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ICANN Resolutions » President and CEO At Risk Compensation – FY18-SR1

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 At Risk Compensation – FY18-SR1


Resolution of the ICANN Board
Meeting Date: 
Wed, 13 Dec 2017
Resolution Number: 
2017.12.13.07 – 2017.12.13.08
Resolution Text: 

Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY18 SR1 at-risk compensation payment.

Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY18 SR1 at-risk compensation.

Whereas, the Compensation Committee has worked with the President and CEO to develop a set of goals for his FY18 SR2 at-risk compensation component.

Resolved (2017.12.13.07), the Board hereby approves a payment to the President and CEO for his FY18 SR1 at-risk compensation component.

Resolved (2017.12.13.08), the Board hereby approves the President and CEO goals for his FY18 SR2 at risk compensation component.

Rationale for Resolution: 

When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. This same structure exists today. Consistent with all personnel with the ICANN organization, the President and CEO is to be evaluated against specific goals, which the President and CEO sets in coordination with the Compensation Committee and the Board.

Following FY18 SR1, which is a scoring period that ran from 16 May 2017 through 15 November 2017, the President and CEO provided to the Compensation Committee his self-assessment of his achievements towards his goals for the FY18 SR1 measurement period. After considering, the Compensation Committee Chair reviewed with the President and CEO his FY18 SR1 goals and discussed his achievements against those goals. Following discussion, the Compensation Committee recommended that the Board approve the President and CEO's at-risk compensation for the first scoring period of FY18 and the Board agrees with that recommendation. The Board agrees with the Compensation Committee's recommendation.

The Compensation Committee also discussed a set of goals for the President and CEO for his FY18 SR2 at-risk compensation component, which the Compensation Committee Chair discussed with the President and CEO. The Board has evaluated these goals and agrees that they are appropriate and consistent with ICANN's Strategic and Operating plans.

Taking this decision is in furtherance of ICANN's Mission and is in the public interest in that it helps ensure that President and CEO is sufficiently compensated in line with his performance in furtherance of the Mission, and which reflects that his goals are consistent with the Strategic and Operating plans.

While this decision will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY18 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.

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