- Category: Board
- Topic: Chair Renumeration
- Board meeting date: 05 August 2010
- Resolution number: 2010.08.05.17 and 2010.08.05.18
- URL for Board minutes/resolution: http://www.icann.org/en/minutes/resolutions-05aug10-en.htm#5
- Status: Completed
Summary
Approves Board Chair compensation.
Text
- Chair Remuneration Whereas, the Board has determined that it is appropriate to consider reasonable compensation for the Chair of the Board of ICANN.
Whereas, in order for the Board to approve any level of compensation for the Board Chair the Bylaws must be revised.
Whereas, at the Board's direction, the proposed Bylaws revisions providing for compensation for the Board Chair were posted for public comment for 30 days.
Whereas, in authorizing the consideration of Board Chair compensation and the posting of proposed Bylaws revisions, the Board followed all requirements to ensure that the Compensation Committee and the Board followed the process set forth in the United States Treasury Regulation intended to enable the Board to establish the presumption that the compensation to be paid to the Board Chair is reasonable (see http://www.icann.org/en/minutes/resolutions-25jun10-en.htm#7).
Whereas, the Board has confirmed that it has continued to follow all steps necessary 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, the Board has considered the public comments, as well as all other information received, including the independent analysis from Towers Watson on reasonable compensation for the Board Chair.
RESOLVED (2010.08.05.17), the proposed revisions to ICANN's Bylaws, Article VI, section 22, are hereby adopted and staff is directed to update the ICANN Bylaws accordingly.
RESOLVED (2010.08.05.18), the Board approves compensation for the Board Chair in the amount of $75,000 per year, to paid out on a pro-rata basis beginning as of 12:01 a.m. on 6 August 2010 as calculated at ICANN's headquarters in Marina del Rey, California.
Implementation Actions
- Update Bylaws
- Responsible entity: Office of General Counsel
- Due date: 6 August 2010
- Completion date: August 2010
Other Related Resolutions
- Resolutions 2010.02.04.14 - 15, noting further consideration of remuneration of the Chair. See http://www.icann.org/en/minutes/minutes-04feb10-en.htm
- Direction to post proposed Bylaws for public comment, at http://www.icann.org/en/minutes/resolutions-25jun10-en.htm#7
Additional Information
- The public comment forum is available at http://www.icann.org/en/public-comment/public-comment-201008-en.htm#bylaws-amend-chair-comp.
- The ICANN Bylaws discussing Board Chairman compensation (Article VI, Section 22) is at http://www.icann.org/en/general/bylaws.htm#VI-22
- The resolution addresses funding for the items identified therein.
Explanatory text does not modify or override Resolutions. See Board Resolutions Page for more information.
