ICANN Resolutions » President and CEO Second Half of FY19 At-Risk Compensation and Goals for FY20
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.
Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment to the President and CEO for the second half of FY19 at-risk compensation component.
Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for the second half of FY19 at-risk compensation component.
Whereas, the Compensation Committee has worked with the President and CEO to develop a set of goals for his FY20 at-risk compensation component.
Resolved (2019.06.23.22), the Board hereby approves a payment to the President and CEO for his annual at-risk compensation component for the second half of FY19.
Resolved (2019.06.23.23), the Board hereby approves the President and CEO goals for his FY20 at risk compensation component.
Resolved (2019.06.23.24), specific items within this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws.
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.
The President and CEO provided to the Compensation Committee his self-assessment of his achievements towards his FY19 goals. After reviewing, the Compensation Committee discussed and agreed with the President and CEO's self-assessment. Following discussion, the Compensation Committee recommended that the Board approve payment to the President and CEO for his at-risk compensation for the second half of FY19. 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 FY20 at-risk compensation component. 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 the 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 ICANN's Strategic and Operating plans.
While the decision to pay the President and CEO his at risk compensation for the second half of FY19 will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY19 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.