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Preliminary Report | Special Meeting of the ICANN Board | 21 December 2022
Formal Minutes are still to be approved by the ICANN Board.
Note: This Preliminary Report has not been approved by the Board and does not constitute minutes. It does set forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.
NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.
A Special Meeting of the ICANN Board of Directors was held telephonically on 21 December 2022, at 17:00 UTC.
Tripti Sinha, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Alan Barrett, Becky Burr, Chris Chapman, Edmon Chung, Sarah Deutsch, Avri Doria, Danko Jevtović (Vice Chair), Christian Kaufmann, Patricio Poblete, Sajid Rahman, León Sánchez, Katrina Sataki, and Matthew Shears.
The following Board Directors sent their apologies: Göran Marby (President and CEO).
The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), James Galvin (SSAC Liaison), and Wes Hardaker (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
1. Executive Session
The Board entered into a confidential session. The Board undertook the following actions during its confidential session:
a. Resignation of the President and CEO
Whereas, Göran Marby has resigned as President and Chief Executive Officer (CEO) of ICANN, effective 21 December 2022.
Whereas, notwithstanding his resignation, Mr. Marby has offered to serve in a consulting capacity to ICANN from 22 December 2022 through 23 May 2024, which constitutes the remainder of his term pursuant to his Executive Services Agreement, as amended from time to time.
Whereas, the ICANN Board has accepted Mr. Marby's resignation and his offer to provide consulting services through 23 May 2024.
Resolved (2022.12.21.01), the Board hereby accepts Göran Marby's resignation and his offer to serve as a consultant to ICANN through 23 May 2024. Accordingly, effective 21 December 2022, Mr. Marby is no longer ICANN's President and CEO, and therefore no longer an ICANN Officer or an Ex Officio member of the ICANN Board, and will become a contractor to ICANN effective 22 December 2022 through 23 May 2024.
Resolved (2022.12.21.02), the Board hereby authorizes the General Counsel and Secretary to negotiate and sign the agreements between ICANN and Mr. Marby needed to effectuate Mr. Marby's resignation and consulting arrangement, which shall not be inconsistent with the terms that the Board has discussed, the key terms of which are attached hereto as Attachment A.
Resolved (2022.12.21.03), the ICANN Board thanks Mr. Marby for his many years of dedicated service to ICANN as its President and CEO, and wishes him well in his new endeavors, including as a consultant to ICANN.
Rationale for Resolutions 2022.12.21.01 – 2022.12.21.03
Göran Marby has stepped down as ICANN's President and CEO, effective 21 December 2022. In doing so, Mr. Marby has offered to continue to serve ICANN in a consulting capacity through 23 May 2024, which constitutes the remainder of his term pursuant to his Executive Services Agreement, as amended from time to time.
The Board thanks Mr. Marby for his many years of dedicated service to ICANN. The Board also thanks Mr. Marby for offering to serve ICANN in a consulting capacity through 23 May 2024 and has accepted that offer.
Accepting Mr. Marby's resignation and offer to serve as a consultant to ICANN is both in the best interests of ICANN, and also in the public interest and consistent with ICANN's mission to maintain an ongoing contractual relationship with Mr. Marby while the Board looks to find its next full time President and CEO.
There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year budget and it will be considered in future budgets as necessary. This resolution will not have any direct impact on the security, stability and resiliency of the domain name system.
This is an Organizational Administrative function that does not require public comment.
b. Appointment of Interim President and CEO
Whereas, in light of Göran Marby's resignation effective 21 December 2022, the Board has agreed to appoint Sally Costerton as ICANN's Interim President and CEO from 21 December 2022 through 30 June 2023, and such appointment is to be automatically renewed for six-month terms until the Board appoints ICANN org's next full-time President and CEO, or until Ms. Costerton resigns, is removed, or is otherwise disqualified to serve.
Whereas, the Board has considered the comparability data, advice and counsel provided by independent compensation expert firm Willis Towers Watson with respect to compensation for those holding an Interim President and CEO position and determined based on that data that the amount of stipend offered to Ms. Costerton is reasonable compensation in accordance with ICANN's remuneration framework for the services she will perform as ICANN's Interim President and CEO.
Whereas, each Board member has confirmed that they do not have a conflict of interest with respect to the stipend payment for Ms. Costerton for her service as ICANN's Interim President and CEO.
Resolved (2022.12.21.04), the Board hereby appoints Sally Costerton to act as ICANN's Interim President and CEO, effective 21 December 2022 through 30 June 2023, and such appointment is to be automatically renewed for six-month terms or until the Board appoints ICANN's org's next full-time President and CEO, or until Ms. Costerton resigns, is terminated, or is otherwise disqualified to serve.
Resolved (2022.12.21.05), Ms. Costerton, is hereby appointed as an Officer of the organization, with the title of Senior Advisor to the President and Senior Vice President, Global Stakeholder Engagement & Interim President and CEO.
Resolved (2022.12.21.06), Ms. Costerton shall serve as an Interim Ex Officio Director of the Board, with all the rights and privileges as any Director, consistent with Article 15, Section 15.4 of the Bylaws, so long as Ms. Costerton serves as ICANN's Interim President and CEO.
Resolved (2022.12.21.07), the Board hereby authorizes ICANN org to take all steps necessary to provide Ms. Costerton with a monthly stipend of [Redacted – Confidential Employment Matter], subject to confirmation from ICANN's outside compensation experts that this amount is reasonable, so long as she serves as ICANN's Interim President and CEO.
Resolved (2022.12.21.08), specific items within this resolution shall remain confidential as an action "relating to personnel or employment matters" pursuant to Article 3, section 3.5.b of the ICANN Bylaws.
Rationale for Resolutions 2022.12.21.04 – 2022.12.21.08
Göran Marby has stepped down as ICANN's President and CEO, effective 21 December 2022. Accordingly, ICANN must identify an Interim President and CEO until such time as the Board has the opportunity to appoint ICANN org's next full time President and CEO. To that end, the ICANN Board has asked Sally Costerton, ICANN's Senior Advisor to the President and Senior Vice President, Global Stakeholder Engagement, to serve in this interim role, including to serve on the Board as an Ex Officio member with all of the rights and privileges of any Director, and has appointed her as an Officer of the Company.
The Board thanks Ms. Costerton for her years-long service to ICANN. The Board also thanks Ms. Costerton for her willingness to take on the additional responsibilities of ICANN's Interim President and CEO for the period from 21 December 2022 through 30 June 2023, and perhaps longer as such appointment is to be automatically renewed for six-month terms until such time as the Board appoints its next full time President and CEO, or until Ms. Costerton resigns, is terminated, or is otherwise disqualified to serve.
Adhering to ICANN's employment philosophy, and providing competitive compensation, will help ensure that ICANN's goals and objectives continue to be met in this interim period. Accordingly, with the advice from outside compensation experts, the Board has determined that it is entirely reasonable and appropriate to authorize the payment of a monthly stipend to Ms. Costerton for the additional services she has agreed to perform for ICANN for as long as she serves as ICANN's Interim President and CEO.
There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year budget and it will be considered in future budgets as necessary. This resolution will not have any direct impact on the security, stability and resiliency of the domain name system.
This is an Organizational Administrative function that does not require public comment.
The Chair called the meeting to a close.