[CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Seun Ojedeji seun.ojedeji at gmail.com
Mon Jun 15 21:49:52 UTC 2015

sent from Google nexus 4
kindly excuse brevity and typos.
On 15 Jun 2015 20:15, "Greg Shatan" <gregshatanipc at gmail.com> wrote:
> 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?
SO: I don't think this is a question to the MD alone, it's rather to all
the staff to be moved to PTI as proposed in our proposal. From all
indication I heard you yourself have confirmed that they will be ICANN
staff in the past.

> 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)?
Technically Yes, since she is the current head of the IANA department. That
said, did I hear some member(Chuck I think) in the past say it's not the
role of the CWG to determine this ;-)

> 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))?
SO: I don't see anything wrong in that even if the individual happen to be
PTI staff. As I already mentioned, there are some RIR board with voting CEO
whether the CEO often exercises his/her vote is another thing.

> 4.  Can this person be an employee of ICANN and PTI (at least so that
question 3 is resolved)?
Is this a joke... So the person will be formerly working on part-time on
both sides? will this be applied on other staff of PTI as well

> 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.)
SO: Well I think the title would be the least of the problem once there is
full consensus of going this route.

> 6.  How will the board handle matters related to this person
(compensation, etc.)? If she recuses herself, there will only be 4
directors voting.
SO: By board, I presume you meant PTI board, I think that would depend on
the scope of the board and the status of the "head of PTI" Whether he/she
will be ICANN staff or PTI's if for the later then PTI may have some
reasonable control otherwise they won't.

> I look forward to clarification and apologize if this is clear somewhere
and I missed it.
Looks like the reality of HR complication is now coming up. ;-)


> Greg
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