[client com] PTI Board Composition: IANA Managing Director

Flanagan, Sharon sflanagan at sidley.com
Tue Jun 16 00:39:11 UTC 2015

Dear Client Committee,

This is to confirm we've received this email and will reply back on the questions posed below shortly.

Best regards,

Sharon R. Flanagan
Sidley Austin LLP
SF tel: 415-772-1271
PA tel: 650-565-7008
Email: sflanagan at sidley.com

From: Greg Shatan [mailto:gregshatanipc at gmail.com]
Sent: Monday, June 15, 2015 12:14 PM
To: cwg-stewardship at icann.org <cwg-stewardship at icann.org>; Client <cwg-client at icann.org>
Subject: [client com] PTI Board Composition: IANA Managing Director


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.


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