- Category: Administration and Budget
- Topic: Compensation Supplement for President and CEO
- Board meeting date: 20 December 2012
- Resolution number: 2012.12.20.22
- URL for Board minutes/resolution: http://www.icann.org/en/groups/board/documents/resolutions-20dec12-en.htm#3.a
- Status: Completed
Board approves a compensation supplement for Akram Atllah's service as ICANN's President and CEO.
Whereas, on 31 May 2012, the Board appointed Akram Atallah to serve as ICANN's President and Chief Executive Officer ("CEO") until Fadi Chehadé was available to take his seat as ICANN's President and CEO.
Whereas, Akram Atallah served as both ICANN's Chief Operating Officer ("COO") andICANN's President and CEO from 1 July 2012 through 13 September 2012.
Whereas, when the Board appointed Akram Atallah to serve as ICANN's President and CEO, the Board agreed that rather than increase Mr. Atallah's base salaray, they would pay him a compensation supplement for his service.
Whereas, as a not for profit California public benefit corporation that is exempt from 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, when both Mr. Atallah and Mr. Chehadé were appointed as President and CEO of ICANN, the Compensation Committee and the full Board sought advice from independent professionals with appropriate expertise in compensation arrangements for U.S.-based, non profit, tax-exempt organizations possessing a global employee base.
Whereas, Towers Watson, an international consulting firm, assisted the Compensation Committee and the full Board in compiling and analyzing appropriate data as to comparability with respect to compensation for the President and CEO position for ICANN, and recommended a reasonable salary and at-risk compensation range for ICANN's President and CEO.
Whereas, both the Compensation Committee and the Board reviewed and considered the comparable compensation data for officer-level positions like the President and CEO position compiled by Towers Watson, as well as the Towers Watson recommendations, which took into account size, geographic considerations, international presence, complexity and other relevant factors.
Whereas, upon consideration of all information, including Towers Watson's recommendations, the Board set an at-risk component for Mr. Chehadé's service as President and CEO at $240,000 annually.
Whereas, Mr. Atallah served as both ICANN's COO and President and CEO for approximately two and one half months, or 21 percent, of 2012 and did not receive any base compensation during that time for his service as President and CEO.
Whereas, under ICANN's Articles of Incorporation and California law, the Board is the authorized body of ICANN vested with the authority to determine whether to pay Mr. Atallah a compensation supplement, and the amount of such a compensation supplement, for his service as ICANN's President and CEO.
Whereas, in setting a compensation supplement for Mr. Atallah's service as ICANN's President and CEO, the Board has followed the process set forth in U.S. Treasury Regulation § 53.4958-6, which is intended to enable the Board to establish the presumption that the compensation to be paid to Mr. Atallah for his service as ICANN's President and CEO is reasonable compensation for Federal income tax purposes.
Whereas, upon due inquiry of its members, the Board has concluded that no member of the Board has a conflict of interest with respect to the compensation supplement to be paid to Mr. Atallah for his service as ICANN's President and CEO.
Whereas, after consideration of all the relevant facts and circumstances, including the data and recommendations provided by Towers Watson, the Board has concluded that a compensation supplement of $45,000 for Mr. Atallah's service as ICANN's President and CEO is reasonable.
Resolved (2012.12.20.22), as follows:
- It was in the best interests of ICANN to appoint Akram Atallah as the President and CEO of ICANN for a period of time before Fadi Chehadé was available to take his seat as ICANN's President and CEO.
- It is reasonable to pay to Akram Atallah a compensation supplement of US$45,000 for his additional duties of his service as President and CEO from 1 July 2012 through 13 September 2012.
- ICANN's President and CEO and its General Counsel are authorized to facilitate payment of $45,000 to Akram Atallah for his service as ICANN's President and CEO.
Attracting and retaining high calibre staff by providing a competitive compensation package is crucial to the organization. An improving job market will make more opportunities available for high calibre performers outside of ICANN. ICANN has consulted with independent compensation experts to obtain comparable market data.
ICANN is in a critical phase that calls for continuity of certain skill and expertise, particularly with ongoing key projects including new gTLDs, Affirmation of Commitments reviews, expanding contractual compliance, and globalization, among many others. Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible. Adhering to ICANN's employment philosophy and providing competitive compensation will help ensure these goals are achieved.
Continuity and retention of key personnel during key organization phases is beneficial to all aspects of the organization. Thus, the compensation called for in this resolution likely will have a positive impact on the organization and its effort to serve the public interest, as well as on the transparency and accountability of the organization. There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year budget. This resolution will not have any direct impact on the security, stability and resiliency of the domain name system.
Other Related Resolutions
- Resolution 2012.05.31.01, appointing Akram Atallah as interim President and Chief Executive Officer, at http://www.icann.org/en/groups/board/documents/resolutions-31may12-en.htm
- Other resolutions TBD
- The resolution does not address funding for the items identified therein.
Explanatory text does not modify or override Resolutions. See Board Resolutions Page for more information.
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