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

Grace Abuhamad grace.abuhamad at icann.org
Tue Jun 16 04:40:47 UTC 2015

Forwarding to the CWG-Stewardship

From:  <Flanagan>, Sharon Flanagan <sflanagan at sidley.com>
Date:  Tuesday, June 16, 2015 at 12:18 AM
To:  Client Committee <cwg-client at icann.org>, "cwg-stewardship at icann.org"
<cwg-stewardship at icann.org>
Subject:  Re: [client com] PTI Board Composition: IANA Managing Director

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 ³inside board² has been used to
describe a board that is controlled by directors who are employed by either
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 ³ring-fencing²
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 ³managing director,² 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 ³CEO of PTI,² then this person was
referred to by Chuck Gomes and others as the ³managing director of IANA.²
This terminology was incorporated into the meeting summary (see attached
email ­ fourth bullet under ³Current Status²) and the proposal.  In any
event , this person should be the most senior manager of the IANA functions.
³President² would be an appropriate title, provided there is no manager more
senior than that person.  Other options may be ³Chief Executive Officer² or
³Executive Director² 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
I look forward to clarification and apologize if this is clear somewhere and
I missed it.



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