2001-01-22 - New CEO

Whereas, Michael M. Roberts, agreed in October 1998 to serve as ICANN's initial President and Chief Executive Officer during ICANN's formative period and until arrangements for a more permanent President and Chief Executive Officer could be made;

Whereas, on November 4, 1999, the Board adopted resolution 99.123 establishing the Executive Search Committee as a Committee of the Board "responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate," with membership consisting of Vint Cerf (Chair), Jonathan Cohen, Hans Kraaijenbrink, and Alejandro Pisanty;

Whereas, on the recommendation of the Executive Search Committee, in resolution 00.22 the Board authorized the retention of an executive search firm to assist in locating suitable candidates for the position of President and Chief Executive Officer, to succeed Mr. Roberts;

Whereas, ICANN retained Christopher Mill & Partners for that purpose;

Whereas, under the direction of the Executive Search Committee, Christopher Mill & Partners conducted an extensive worldwide search for candidates for the position, involving extensive consultation with members of the Internet community involving over 300 contacts and identification of a diverse group of candidates requiring serious consideration, including candidates from each of ICANN's five regions;

Whereas, the Executive Search Committee reviewed the results of this search and recommended to the Board that Dr. M. Stuart Lynn be chosen as ICANN's new President and Chief Executive Officer;

Whereas, on 13 December 2000 the Board informally authorized the commencement of negotiations with Dr. Lynn regarding the terms of employment;

Whereas, an agreement in principle, subject to Board approval, has been reached on the terms of Dr. Lynn's employment;

Whereas, the Executive Committee discussed these terms of Dr. Lynn's employment on 6 January 2001 and, based on that consultation, the language of an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement between ICANN and Dr. Lynn has been finalized;

Whereas, the terms of employment and the language of the Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement have been presented to the Board for its consideration;

Whereas, based on the various presentations it has received the Board is of the view that Dr. Lynn should succeed Mr. Roberts as President and Chief Executive Officer and that ICANN should enter into an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement, substantially in the form presented, with Dr. Lynn;

Whereas, Mr. Roberts has expressed his intent to resign as President and Chief Executive Officer effective at the conclusion of the Board's meeting in Melbourne, Australia on 13 March 2001;

RESOLVED [01.01], M. Stuart Lynn be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to be effective upon Michael M. Roberts' resignation from that position, and to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified;

FURTHER RESOLVED [01.02] that a salary for Dr. Lynn at the rate of US$245,000 per annum and the other terms and benefits of Dr. Lynn's employment are approved;

FURTHER RESOLVED [01.03] that the current President and Chief Executive Officer is authorized to enter on behalf of the Corporation into an Employment Agreement and an Employee Confidentiality, Works, and Invention Agreement with Dr. Lynn in substantially the same form as presented to the Board;

FURTHER RESOLVED [01.04] that the Vice President and General Counsel may authorize disbursements of the Corporation's funds, and sign checks, in individual amounts not exceeding US$25,000, to the order of Dr. Lynn, that fulfill the terms of the Employment Agreement with Dr. Lynn once it is entered; and

FURTHER RESOLVED [01.05] that the Board expresses its thanks to Christopher Mill & Partners, to the members of the Executive Search Committee, and to the many others in the Internet community who contributed to the successful search for ICANN's second President and Chief Executive Officer.