ICANN’s current President and CEO, Fadi Chehadé, has been working with ICANN, first as an independent contractor and then as employee, for over two years. The initial term of his current Employment Agreement, absent extension, was set to end on 1 July 2015. Both ICANN and Mr. Chehadé were interested in having Mr. Chehadé continue as ICANN’s President and CEO, at least for two years beyond the initial term of his current Agreement.
The full Board discussed and agreed, following a recommendation from the Compensation Committee, to extend Mr. Chehadé’s Employment Agreement through 30 June 2017. In addition, the Board determined to increase Mr. Chehadé’s base and at-risk compensation components. The decision to increase Mr. Chehadé’s compensation was done with recognition and acknowledgment of the work done by the Compensation Committee with Towers Watson to ensure that the increase recommended is reasonable and in line with comparable positions.
On 14 July 2014, the Compensation Committee recommend that the Board extend Fadi Chehadé’s Employment Agreement as ICANN’s President and CEO through 30 June 2017.
On 14 July 2014, the Compensation Committee further recommended that ICANN increase Mr. Chehadé’s annual compensation to the following: (i) annual base salary of US$630,000.00; and (ii) at-risk compensation component of up to US$270,000.00 per year based on the President and CEO’s achievement of the established performance goals, to be paid out on a semi-annual basis. No changes to the President and CEO’s benefits package are recommended.
Whereas, as a not-for-profit California public benefit corporation that is exempt from Federal income taxes because it is an organization described in § 501(c)(3) of the Internal Revenue Code of 1986, as amended, ICANN may not pay more than “reasonable compensation” for services rendered to ICANN.