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Comment on Chair and Board Compensation

  • To: <board-review-report@xxxxxxxxx>
  • Subject: Comment on Chair and Board Compensation
  • From: "Ron Andruff" <randruff@xxxxxxxxxxxxxxx>
  • Date: Fri, 12 Dec 2008 16:08:41 -0500

Over the course of the last several years, ICANN has moved from a
financially vulnerable organization to one that operates on a >$ 50 million
annual budget.  As a result, the president has been able to attract and
retain a higher quality and quantity level of staff with comparatively high
salaries.  In fact, it appears that there are at least five staff members
earning more than USD 300,000 per year.  The CEO and President's salary and
associated bonuses appears to be twice that amount. 


By comparison, the ICANN Chairman, who arguably spends considerable time on
ICANN leadership and governance issues in order to fulfill the
responsibilities he has as Board chair, is paid nothing.  ICANN is arguably
a complex and intricate organization to oversee as a Board Chair. Governance
of the organization lies in the hands of the Board and Board Chair.  It is
critical that the Board members, especially the Chair, be able to devote the
needed time to the governance that the community expects to be exercised on
their behalf.   The stark gap between the top administrative person and the
top Board representative - the two individuals who effectively share equal
responsibility for the well being and survival of the organization - is
incomprehensible.  While both are actively involved in the leadership of
ICANN, it is mind-boggling that the Chair position is not yet compensated. 


Historically, ICANN has been a volunteer organization, apart from paid staff
to "keep the trains running on time".  As time has progressed, the grand
experiment of ICANN has become a global institution in its own right.
Clearly, the amount of time spent by the Board Members and Board Chair
digesting information and considering determinations that ensure the
stability and integrity of the Internet demands an appropriate amount of
compensation to match the effort expended.


The current gross inequity in financial disparity cannot be allowed to stand
as it is today if ICANN expects to attract an equally qualified and talented
individual as its current Chairman, Peter Dengate-Thrush, as well as a
dedicated Board of Directors who can then be held more accountable for their


Therefore, we strongly recommend that the Board follow the section of the
Boston Consulting Group recommendation on Board compensation and move
immediately to provide compensation for the ICANN Board of Directors and
Chairman.  While not all Board Members will necessarily be in a position to
accept compensation (either due to commercial agreements with their
employers or other reason) we support the recommendation of paying each
Board Member for their service to the organization.  We further support the
Chairman earning two to three times the Board Member compensation for
his/her commitment of time, oversight and provision of governance.


Until the issue of appropriate compensation for the Board and Chairman have
been adequately addressed, ICANN will find itself with an ever-diminishing
ability to attract the best and brightest to serve at the highest level of
the Internet community. 


Thank you for your consideration.


Respectfully submitted,


Ron Andruff


President & CEO


RNA Partners, Inc. 



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