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

Greg Shatan gregshatanipc at gmail.com
Mon Jun 15 22:04:47 UTC 2015

On Mon, Jun 15, 2015 at 5:49 PM, Seun Ojedeji <seun.ojedeji at gmail.com>

> 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.
​GSS: I disagree; it's clear that all of the other IANA staff will become
PTI employees.​

​I asked this about the
 "IANA Managing Director"
​because it was unclear what this person's role was, because US non-profit
corporations don't typically have people with the title Managing Director
(and when it is used in other U.S. contexts, it does not mean the top
​  We've since clarified this is the President/CEO (which are typical
titles for the top person​

​in a U.S. nonprofit (or for profit) corporation.​

> > 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)?
> >
> SO:
> 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.
​GSS:  This is actually a legal question regarding whether the board will
be an "insider" board if the 3 (out of 5) ICANN-appointed Board members
include the PTI CEO (and not an ICANN employee).  If the primary thing that
makes this position under the control of ICANN is that there's an insider
board, and the only that makes it an insider board is that the person in
this position is considered "controlled" by ICANN, this creates a circular
logic that may not work.

> > 4.  Can this person be an employee of ICANN and PTI (at least so that
> question 3 is resolved)?
> >
> SO:
> 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
​GSS:  Not a joke at all.  It's not uncommon for the CEO of a wholly-owned
subsidiary to also hold a senior position in the parent company.  I see no
reason why this would apply to other PTI staff; indeed it should not.​

> > 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.
​GSS: I disagree.  First, we need to fulfill legal requirements regarding
the titles of officers of the corporation.  Second, we need to use titles
that are consistent with the nature of the organization.  Third, the use of
titles that are not clear creates confusion and ambiguities as to the
essential nature of the position.​

> > 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.
> >
> SO:
> Looks like the reality of HR complication is now coming up. ;-)


There will always be details to resolve until there aren't.​

> Cheers!
> > Greg
> >
> >
> > _______________________________________________
> > Cwg-client mailing list
> > Cwg-client at icann.org
> > https://mm.icann.org/mailman/listinfo/cwg-client
> >
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