Historical Resolution Tracking Feature » President and CEO At-risk Compensation for Second Half of FY20

Important note: 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 for Second Half of FY20

Resolution of the ICANN Board

Meeting Date:

Thu, 18 Jun 2020

Resolution Number:

2020.06.18.03

URL for Resolution:

https://www.icann.org/resources/board-material/resolutions-2020-06-18-en#3.a

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 to the President and CEO for the second half of FY20 at-risk compensation component.

Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for the second half of his FY20 SR2 at-risk compensation.

Resolved (2020.06.18.03), the Board hereby approves a payment to the President and CEO for his annual at-risk compensation component for the second half of FY20.

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 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 end-of-year achievements towards his FY20 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 FY20. The Board agrees with the Compensation Committee's recommendation.

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.

While the decision to pay the President and CEO his at-risk compensation for the second half of FY20 will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY20 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.