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ICANN Resolutions » Appointment of Officer

Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

Appointment of Officer


Resolution of the ICANN Board
Topic: 
Officer Appointment
Summary: 

Approval of Ashwin Rangan as an Officer of ICANN with the title of Chief Innovation and Information Officer

Category: 
Administration and Budget
Board
Meeting Date: 
Wed, 11 Feb 2015
Resolution Number: 
2015.02.11.03 – 2015.02.11.04
Resolution Text: 

Whereas, the Board has the authority under the Bylaws to appoint Officers beyond the three stipulated in the Bylaws.

Whereas, the President and CEO, as well as the Compensation Committee, have recommended that Ashwin Rangan be appointed as on Officer of ICANN, with the title of Chief Innovation and Information Officer.

Whereas, based on an evaluation of comparable positions in comparable organizations, independent compensation firm Towers Watson has determined that a base pay of US$285,000 plus an at-risk component of up to 30% of base pay is reasonable and falls within ICANN's target pay range.

Whereas, ICANN has recently added a new mobility policy to its benefits package for all staff members, including Officers, that ensures that staff members who are asked to relocate for ICANN will be properly compensated for making such a move on ICANN's behalf.

Whereas, all members of the Board have confirmed that they do not have any conflicts of interest as it relates to Mr. Rangan's compensation package and as it relates to benefits packages for any of ICANN's Officers.

Resolved (2015.02.11.03), the Board approves the appointment of Ashwin Rangan, the Chief Innovation and Information Officer, as an Officer of the Company, with a base pay of US$285,000 plus an at-risk component of up to 30% of base pay to be earned through the achievement of goals and objectives consistent with ICANN's At-Risk Compensation Program.

Resolved (2015.02.11.04), the President and CEO is authorized to offer to all Officers the same benefits package it offers to all other staff members, including benefits provided for in a new ICANN mobility policy, that has been evaluated and found reasonable by independent expert compensation consultants, and so long as such benefits continue to be reasonable.

Rationale for Resolution: 

ICANN is in a critical phase that calls for certain skills and expertise, particularly with ongoing key projects including the New gTLD Program, community facing systems development, the U.S. Governments' IANA stewardship transition, ICANN Accountability review underway, ERP systems, and enhanced globalization efforts, among many others. Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible. Adhering to ICANN's employment philosophy, and providing competitive compensation and benefits, will help ensure these goals are achieved.

Attraction and retention of key personnel during key organization phases is beneficial to all aspects of the organization.

ICANN's President and CEO, as well as the Board Compensation Committee, have recommended that the Board appoint Mr. Rangan as an Officer with the salary as reflected in the resolution, and that the Board authorize the President and CEO to offer to all Officers the same benefits package it offers to all other staff members, including benefits provided for in a new ICANN mobility policy. These recommendations are being made following receipt of information and analysis of the new mobility policy by Towers Watson, an independent compensation expert firm. More information can be found in the Reference Materials for this Board paper and are incorporated into this rationale as though fully set forth here.

These resolutions, including the appointment of Ashwin Rangan as an Officer of the organization and the ability for Officers to be eligible for the benefits packages as ICANN staff including a new mobility policy, likely will have a positive impact on the organization and its effort to fulfill its mission and to further advance ICANN's globalization goals. There will be no fiscal impact to the organization in appointing this additional Officer, as Mr. Rangan is currently an executive earning the same pay as is being approved via resolution. There will be a fiscal impact in offering all Officer's certain compensation components under the mobility policy, although only one Officer has relocated to date and the compensation for that Officer under the mobility policy is covered in the FY15 budget. This resolution will not have any direct impact on the security, stability, and resiliency of the domain name system.

This in an Organizational Administrative Function that does not require public comment.