[client com] PTI Board Composition: IANA Managing Director

[Greg Shatan]

All:

In the course of discussing the composition of the "inside" (controlled)
PTI Board, I believe we have stated that three seats would be appointed by
ICANN, with two being unspecified ICANN employees and one being the "IANA
Managing Director."  I've been asked to clarify who this IANA Managing
Director is (since this title does not currently exist).  Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?
2. Is this intended to be the person in the role currently held by Elise
Gerich (currently a VP of ICANN for IANA and Technical Operations)?
3.  If this person is an employee of PTI and not ICANN, does that still
qualify for purposes of making it an inside board (keeping in mind that
ICANN does not "own" PTI, and that the only reason this person is
controlled by ICANN is because ICANN controls PTI (which creates a
circularity of reasoning))?
4.  Can this person be an employee of ICANN *and* PTI (at least so that
question 3 is resolved)?

Some next level questions:

5.  Why are we calling this person a "Managing Director," which is not
commonly used in US non-profit corporations to my experience?  (The typical
senior board-appointed offices are President, Vice President, Secretary and
Treasurer.  Managing Director seems to show up primarily in investment
banks and other financial services entities.  If this person is intended to
be at the helm of PTI, we should use the term President.)

6.  How will the board handle matters related to this person (compensation,
etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere
and I missed it.

Greg
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