2010-06-25 - Posting for Public Comment Proposed Bylaw Changes on Chair Remuneration

Posting of Proposed Bylaw Changes relating to Chair Remuneration for Public Comment

Whereas, the Board has determined that it is appropriate to consider reasonable compensation for the Chair of the Board of ICANN.

Whereas, as a nonprofit California public benefit corporation that is exempt from United States Federal income taxes because it is an organization described in §501(c)(3) of the Internal Revenue Code of 1986, as amended, ICANN may not pay more than "reasonable compensation" for services rendered to ICANN.

Whereas, the Compensation Committee was tasked with obtaining, reviewing, and considering comparable compensation data before making recommendations relating to Board Chair remuneration, taking into account organization size, geographic considerations, international presence, and other relevant factors.

Whereas, the Compensation Committee is authorized to engage and to seek advice from independent professionals with appropriate expertise in compensation arrangements for Board members of U.S.-based, nonprofit, tax-exempt organizations possessing a global employee base.

Whereas, in connection with consideration of compensation for the ICANN Board Chair, the Board Governance Committee, in furtherance of the Compensation Committee's remit, requested staff to engage the services of Towers Watson, an international consulting firm, to assist the Compensation Committee in compiling and analyzing appropriate compensation data as to comparability with respect to the Chair of ICANN's Board.

Whereas, in making recommendations to the full Board regarding the level of compensation to consider for ICANN's Chair of the Board, the Compensation Committee followed the process set forth in United States Treasury Regulation § 53.4958-6 which is intended to enable the Board to establish the presumption that the compensation to be paid to the Board Chair is reasonable for Federal income tax purposes.

Whereas, upon due inquiry of its members, the Compensation Committee concluded that no member participating in the deliberations and voting on the level of compensation recommended to the Board for the Board Chair compensation was conflicted.

Whereas, because the Board Chair, who is also the Chair of the Compensation Committee, is conflicted, the Board Chair did not participate in the deliberations or voting on the recommendations as to whether the Board should consider compensating the Board Chair, or the level of compensation considered.

Whereas, after consideration of the information the Compensation Committee received, including the comparability data provided by Towers Watson and the advice and counsel of Towers Watson, the non-conflicted voting members of the Compensation Committee agreed that it is in the best interests of ICANN to recommend that the Board consider compensating the ICANN Chair of the Board.

Whereas, after consideration of the information the Compensation Committee received, including the comparability data provided by Towers Watson and the advice and counsel of Towers Watson, the non-conflicted voting members of the Compensation Committee agreed that, taking into account organization size, geographic considerations, international presence, the role and responsibilities of the Board Chair and other relevant factors, determined that reasonable compensation for the Board Chair would be USD $75,000 per year.

Whereas, upon due inquiry of its members, the Board has concluded that no member of the Board participating in the deliberations and voting on the issue of compensating the Board Chair was conflicted.

Whereas, because the Board Chair is conflicted, the Board Chair did not participate in the deliberations or voting on the issue of compensating the Board Chair.

Whereas, the Board considered the information that was gathered pursuant to the Compensation Committee remit, including the comparable compensation data compiled and reported by Towers Watson.

Whereas, there has been full a discussion among non-conflicted Board members regarding the reasonableness of compensating the Board Chair and the reasonableness of compensating the Board Chair in the amount of USD $75,000 per year for services to ICANN, taking into account organization size, geographic considerations, international presence, the role and responsibilities of the Board Chair and other relevant factors.

Whereas, in reviewing the recommendations of the Compensation Committee regarding the level of compensation best suited for ICANN's Chair of the Board, the Board followed the process set forth in Treasury Regulation § 53.4958-6 which is intended to enable the Board to establish the presumption that the compensation recommended to be paid to the Board Chairman is reasonable for Federal income tax purposes.

Whereas, if the Board decides to compensate the Board Chair doing so will require a Bylaws change.

Resolved (2010.06.25.26), the Board has determined that it is appropriate to consider reasonable compensation for the ICANN Chair.

Resolved (2010.06.25.27), the Board directs staff to post for public comment for a period of at least 30 days revised Bylaws that would allow for compensation of the ICANN Chair of the Board, and after taking public comments into account, the Board will reconsider the matter.