[client com] PTI Board Composition: IANA Managing Director

Flanagan, Sharon sflanagan at sidley.com
Tue Jun 16 04:18:19 UTC 2015

Dear All,

Below are our responses to the questions posed by Greg Shatan regarding the PTI Board.

Best regards,

Holly and Sharon



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?  [Sidley Response: It is anticipated that the IANA Managing Director (or comparable title for the person who is the most senior manager of the IANA functions) would be an employee 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)?  [Sidley Response: This is intended to be the person who is the most senior manager of the IANA functions.]

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))? [Sidley Response: The term “inside board” has been used to describe a board that is controlled by directors who are employed by either ICANN or PTI.]

4.  Can this person be an employee of ICANN and PTI (at least so that question 3 is resolved)? [Sidley Response: The person should be an employee of PTI so as to isolate him or her from ICANN as part of the “ring-fencing” of PTI.]

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.) [Sidley Response: In relation to use of the title “managing director,” per our notes from the high intensity call on May 29, 2015 at 3am EST, Jonathan Robinson mentioned that one of the directors would be the “CEO of PTI,” then this person was referred to by Chuck Gomes and others as the “managing director of IANA.”  This terminology was incorporated into the meeting summary (see attached email – fourth bullet under “Current Status”) and the proposal.  In any event , this person should be the most senior manager of the IANA functions.  “President” would be an appropriate title, provided there is no manager more senior than that person.  Other options may be “Chief Executive Officer” or “Executive Director” or a combination of such titles.]

6.  How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting. [Sidley Response: The PTI Board could delegate responsibility for determining matters relating to this person such as compensation to a committee that is comprised of a majority of directors who are not PTI employees.]

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


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