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Board Activities and Meetings

View records of actions and decisions made by the ICANN Board from recent activities and meetings.

Approved Resolutions | Regular Meeting of the ICANN Board | 26 January 2025

1. Consent Agenda

a. Security and Stability Advisory Committee (SSAC) Member Appointments

Whereas, the Board, at Resolution 2010.08.05.07 approved Bylaws revisions that created three-year terms for SSAC members, required staggering of terms, and obligated the SSAC Chair to recommend the reappointment of all current SSAC members to full or partial terms to implement the Bylaws revisions.

Whereas, in January 2024 the SSAC Membership Committee initiated an annual review of eight SSAC members whose terms are ending 31 December 2024 and submitted to the SSAC its recommendations for reappointments on 3 December 2024.

Whereas, on 11 December 2024, the SSAC members approved the reappointments.

Whereas the SSAC recommends that the Board reappoint the following SSAC members to three-year terms: James Galvin, Robert Guerra, Russ Housley, Ram Mohan, Suzanne Woolf, Jiankang Yao.

Resolved (2025.01.26.01), the Board accepts the recommendation of the SSAC and reappoints the following SSAC members to three-year terms beginning 1 January 2025 and ending 31 December 2027: James Galvin, Robert Guerra, Russ Housley, Ram Mohan, Suzanne Woolf, Jiankang Yao.

Rationale for Resolution 2025.01.26.01

The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfill its role and execute its mission. Since its inception, the SSAC has invited to its membership individuals with deep knowledge and experience in technical and security areas that are critical to the security and stability of the Internet's naming and address allocation systems.

The SSAC's continued operation as a competent body is dependent on the accumulation of talented subject matter experts who have consented to volunteer their time and energies to the execution of the SSAC mission.

This resolution is an organizational administrative function for which no public comment is required. The appointment of SSAC members is in the public interest and in furtherance of ICANN's mission as it contributes to the commitment of the ICANN to strengthen the security, stability, and resiliency of the DNS.

b. Pre-Approval for Legal Expenditures Relating to Dispute Resolution

Whereas, there has been, and will continue to be until conclusion, extensive activity in [Redacted – Privileged & Confidential], resulting in significant costs, outside legal counsel fees, and IRP Panel fees.

Whereas, the Board Accountability Mechanisms Committee has recommended that the Board approve a tranche of money in the amount of [Redacted – Privileged & Confidential] to pay existing and upcoming legal, expert, and IRP Panel fees related to [Redacted – Privileged & Confidential], and that the Board authorize the President and CEO, or his designee(s), to make disbursements up to this amount.

Resolved (2025.01.26.02), the Board hereby approves a tranche of money in the amount of [Redacted – Privileged & Confidential] to pay existing and upcoming outside legal, expert, and IRP Panel fees related to [Redacted – Privileged & Confidential], and authorizes the President and CEO, or his designee(s), to make disbursements up to this amount; if any amount of fees and costs related to [Redacted – Privileged & Confidential] exceeds or is expected to exceed [Redacted – Privileged & Confidential], the President and CEO, or his designee(s), may request Board approval for an additional tranche of money.

Resolved (2025.01.26.03), specific items within this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

Rationale for Resolutions 2025.01.26.02 - 2025.01.26.03

When required, ICANN must engage outside legal counsel to help prepare for and defend against all types of disputes that are brought against ICANN.  When those disputes become highly contentious, they often require significant involvement during a certain time period by outside counsel and that significant amount of time also results in significant fees and related expenses.

Per ICANN's Contracting and Disbursement policy, if any invoice calls for disbursement of more than $500,000, Board approval is required to make the payment.  In furtherance of the process for legal invoice approval developed to enhance transparency and predictability to the Board, the organization has provided the Board with an explanation of the upcoming activity in [Redacted – Privileged & Confidential], including anticipated fees and costs for the remainder of [Redacted – Privileged & Confidential].  Accordingly, the Board has been asked by the organization to approve a new tranche of money to pay estimated upcoming outside legal fees and related expenses in [Redacted – Privileged & Confidential], which the Board Accountability Mechanisms Committee has reviewed and recommended.  

The Board is comfortable that ICANN org, including ICANN's General Counsel's Office, is properly monitoring the work performed and expenses incurred by outside legal counsel to ensure that all fees and costs are appropriate under the given circumstances at any given time.  The Board also recognizes that the money approved via this resolution has already been collected and set aside for this purpose as part of the "hard to predict costs" portion of the application fees in the 2012 Round of the New gTLD Program.  In light of the above, the Board is comfortable taking this decision. 

Taking this Board action fits squarely within ICANN's mission and the public interest in that it ensures that payments of large amounts for one matter are reviewed and evaluated by the Board as appropriate in accordance with ICANN's Contracting and Disbursement Policy.  This ensures that the Board is overseeing large disbursements and acting as proper stewards of the funding ICANN receives from the public.

While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the fees collected as part of the application fee in the 2012 Round of the New gTLD Program.  This decision will not have an impact on the security, stability or resiliency of the domain name system.

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

c. Pre-Approval for Legal Expenditures Relating to Dispute Resolution

Whereas, there has been, and will continue to be until conclusion, extensive activity in [Redacted – Privileged & Confidential], resulting in significant costs and outside legal, expert, and IRP Panel fees.

Whereas, the Board Accountability Mechanisms Committee has recommended that the Board approve a tranche of money in the amount of [Redacted – Privileged & Confidential] in [Redacted – Privileged & Confidential] to pay existing and upcoming legal, expert, and IRP Panel fees, and authorize the President and CEO, or his designee(s), to make disbursements up to this amount.

Resolved (2025.01.26.04), the Board hereby approves a tranche of money in the amount of [Redacted – Privileged & Confidential] to pay existing and upcoming outside legal, expert, and IRP Panel fees related to [Redacted – Privileged & Confidential], and authorizes the President and CEO, or his designee(s), to make disbursements up to this amount; if any amount of fees and costs related to these matters exceeds or is expected to exceed [Redacted – Privileged & Confidential], the President and CEO, or his designee(s), may request Board approval for an additional tranche of money.

Resolved (2025.01.26.05), specific items within this resolution shall remain confidential pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

Rationale for Resolutions 2025.01.26.04 – 2025.01.26.05

When required, ICANN must engage outside legal counsel to help prepare for and defend against all types of disputes that are brought against ICANN.  When those disputes become highly contentious, they often require significant involvement during a certain time period by outside counsel and that significant amount of time also results in significant fees and related expenses.

Per ICANN's Contracting and Disbursement policy, if any invoice calls for disbursement of more than $500,000, Board approval is required to make the payment. In furtherance of the process for legal invoice approval developed to enhance transparency and predictability to the Board, the organization has provided the Board with an explanation of the upcoming activity in [Redacted – Privileged & Confidential], including anticipated workload and expected fees for the remainder of these proceedings.  Accordingly, the Board has been asked by the organization to approve a new tranche of money to pay estimated upcoming outside legal fees and related expenses in [Redacted – Privileged & Confidential], which the Board Accountability Mechanisms Committee has reviewed and recommended.  

The Board is comfortable that ICANN org, including ICANN's General Counsel's Office, is properly monitoring the work performed and expenses incurred by outside legal counsel to ensure that all fees and costs are appropriate under the given circumstances at any given time.  Therefore, the Board is comfortable taking this decision.

Taking this Board action fits squarely within ICANN's mission and the public interest in that it ensures that payments of large amounts for one matter are reviewed and evaluated by the Board as appropriate in accordance with ICANN's Contracting and Disbursement Policy.  This ensures that the Board is overseeing large disbursements and acting as proper stewards of the funding ICANN receives from the public.

While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the contingency portion of the FY25 budget and will be included in the contingency aspect of upcoming budgets as appropriate.  This decision will not have an impact on the security, stability, or resiliency of the domain name system.

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

d. Appointment of Independent Audit Firm for FY25 for ICANN

Whereas, the Board Audit Committee has discussed the assessment from ICANN org and has recommended that the Board authorize the President and CEO, or his designee(s), to take all steps necessary to engage the selected audit firm and its member firms to carry out the independent audit for the fiscal year ending 30 June 2025.

Resolved (2025.01.26.06), the Board authorizes the President and CEO, or his designee(s), to take all steps necessary to engage the selected audit firm and its member firms as the audit firm(s) for the financial statements for the fiscal year ending 30 June 2025.

Resolved (2025.01.26.07), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the Interim President and CEO determines that the confidential information may be released.

Rationale for Resolutions 2025.01.26.06 – 2025.01.26.07

The selected audit firm and its member firms have been ICANN's independent audit firms since the audit of fiscal year 2022.  Based on the report from the organization and the Audit Committee's evaluation of the work performed during last year's audit, the Committee has recommended that the Board authorize the President and CEO, or his designee(s), to take all steps necessary to engage the selected firm and its member firms as ICANN's independent audit firm(s) for fiscal year 2025 for any annual independent audit requirements in any jurisdiction.

This furthers ICANN's accountability to its Mission and processes, and the results of the independent audit firm's work will be publicly available.  Taking this decision is both consistent with ICANN's Mission and in the public interest as the engagement of an independent audit firm is in fulfilment of ICANN's obligations to undertake an audit of ICANN's financial statements and helps serve ICANN's stakeholders in a more accountable manner.

This decision will have a fiscal impact on ICANN, which is accounted for in the FY25 ICANN Operating Plan and Budget and in the Draft ICANN FY26 Operating Plan and Budget.  This decision should not have any direct impact on the security, stability and resiliency of the domain name system.

This is an Organizational Administrative Function not requiring public comment.

2. Main Agenda

a. Approval of Board Meeting Minutes

Resolved (2025.01.26.08), the Board approves the minutes of the 10 November 2024 Regular Meeting of the ICANN Board, 14 November 2024 Regular Meeting of the ICANN Board, and 14 November 2024 Organizational Meeting of the ICANN Board.

b. Action on Advice issued by the GAC in the ICANN77 Communiqué

Whereas, the Governmental Advisory Committee (GAC) met during the ICANN77 meeting in Washington D.C. and issued advice to the ICANN Board in a communiqué on 20 June 2023 ("ICANN77 Washington D.C. Communiqué").

Whereas, the GAC advised the Board in the ICANN 77 Washington D.C. Communiqué to "take steps to avoid the use of auctions of last resort in contentions between commercial and non-commercial applications; alternative means for the resolution of such contention sets, such as drawing lots, may be explored."

Whereas, the ICANN77 Washington D.C. Communiqué was the subject of an exchange between the Board and the GAC on 28 July 2023.

Whereas, on 10 September 2023, the Board deferred action on the GAC's ICANN77 Washington D.C. Communiqué advice concerning Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets in New gTLDs.

Whereas, on 8 June 2024, the Board initiated the Board-GAC consultation process in accordance with Bylaws 12.2(a)(x) as the Board "determined that it intends to take an action that is not consistent or may not be consistent with GAC Consensus Advice item 4.a.i. in the Washington, D.C. Communiqué concerning Auctions: Mechanism of Last Resort/Private Resolution of Contention Sets."

Whereas, the GAC met during the ICANN80 meeting in Kigali, Rwanda and issued advice regarding Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets in New gTLDs to the ICANN Board in a communiqué on 17 June 2024 ("ICANN80 Kigali Communiqué") advising the Board to "urgently initiate a focused community-wide discussion (including with the GAC and ALAC) on the resolution of contention sets, with a view to finding alternatives to private auctions and ICANN auctions of last resort, before the ICANN Board takes any action in a manner that may be inconsistent with the ICANN77 Washington D.C. Communiqué GAC Consensus Advice."

Whereas, on 29 July 2024, the Board adopted the Scorecard 'GAC Advice – ICANN80 Kigali Communiqué: Board Action' and directed ICANN org "to manage, moderate, and facilitate the community dialogue and to provide the community with a framework paper that provides all relevant considerations around the resolution of contention sets."

Whereas, on 13 and 14 August 2024, the Board held a community consultation on contention resolution and, as documented in the readout, the community explored different means to resolve contention sets during the Next Round.

Whereas, on 3 September 2024, the Board and GAC held a Consultation Call to "try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution" for GAC advice item 4.a.i regarding commercial and noncommercial applicants in the ICANN77 Washington D.C. Communiqué.

Whereas, that consultation call explored the use of an 'alternate string' to "provide applicants with the option to submit an alternate string at the time of application" to "reduce the number of contention sets formed" and to "provide especially less-well-resourced applicants with the opportunity to make a strategic decision about their alternate string to be near certain to evade contention."

Whereas, on 3 October 2024, the Board wrote to the GAC, to confirm the Board's alignment on prohibiting private resolution of contention sets, the ability for applicants to submit a replacement string to replace the originally applied-for string, and the continued use of the 2012 ascending-clock second price auction method as a path forward, further stating the Board "believes that, based on the Board-GAC Consultation Call and the community-wide discussion, that this path forward represents a mutually acceptable solution."

Whereas, on 13 December 2024, the GAC sent correspondence to the Board affirming its understanding of the Consultation meeting, and reporting its finding that allowing for replacement strings is a mutually acceptable solution on advice item 4.a.i.

Resolved (2025.01.26.09), the Board adopts the scorecard titled "GAC Advice – ICANN77 Washington D.C. Communiqué: Actions and Updates (26 January 2025)" in response to the GAC advice items regarding Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets in New gTLDs in the ICANN77 Washington D.C. Communiqué.

Resolved (2025.01.26.10), the Board directs the CEO and President, or his designee, to implement the Next Round in a way that provides applicants with the ability to select a replacement string at the time of application, with the goal to reduce the number of contention sets.

Rationale for Resolutions 2025.01.26.09 – 2025.01.26.10

In its ICANN77 Washington D.C. Communiqué (20 June 2023), the GAC issued advice advising the Board to "take steps to avoid the use of auctions of last resort in contentions between commercial and non-commercial applications; alternative means for the resolution of such contention sets, such as drawing lots, may be explored."The ICANN Board deferred action on the GAC's advice regarding Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets in New gTLDs on 10 September 2023, as the Board considered a path forward on the advice.

Article 12, Section 12.2(a)(x) of the ICANN Bylaws states that the "advice of the Governmental Advisory Committee on public policy matters shall be duly taken into account, both in the formulation and adoption of policies. In the event that the Board determines to take an action that is not consistent with Governmental Advisory Committee advice, it shall so inform the Governmental Advisory Committee and state the reasons why it decided not to follow that advice. Any Governmental Advisory Committee advice approved by a full Governmental Advisory Committee consensus, understood to mean the practice of adopting decisions by general agreement in the absence of any formal objection ("GAC Consensus Advice"), may only be rejected by a vote of no less than 60% of the Board, and the Governmental Advisory Committee and the Board will then try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution. The Governmental Advisory Committee will state whether any advice it gives to the Board is GAC Consensus Advice."

Subsequently, as the Board determined that it intended to take an action that is not consistent or may not be consistent with GAC Consensus Advice item 4.a.i. in the Washington, D.C. Communiqué concerning Auctions: Mechanism of Last Resort/Private Resolution of Contention Sets, it initiated the Board-GAC consultation process on 8 June 2024.

On 17 June 2024 in its ICANN80 Kigali Communiqué, the GAC issued additional advice related to Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets, advising the Board to "[prohibit] the use of private auctions in resolving contention sets in the next round of New gTLDs" and to "[urgently] initiate a focused community-wide discussion (including with the GAC and ALAC) on the resolution of contention sets, with a view to finding alternatives to private auctions and ICANN auctions of last resort, before the ICANN Board takes any action in a manner that may be inconsistent with the ICANN77 Washington D.C. Communiqué GAC Consensus Advice."

Subsequently, the Board provided feedback to the GAC on 1 July 2024 regarding its ICANN80 advice noting that "[t]he Board has publicly expressed its support for prohibiting private auctions in the Next Round" and that "[t]o minimize the impact of this advice on the Next Round timeline, and in light of the pending Board-GAC consultation, the Board intends to run [the Board-GAC Consultation and GAC advice] processes in parallel, with the expectation that one may inform the other. Accordingly, the Board will hold, as a matter of priority, a series of virtual webinars with the community to discuss the GAC's advice and options for the resolution of contention sets and, simultaneously, engage in the Bylaws-mandated Board-GAC consultation."

On 2 August 2024, ICANN published an announcement that it will "hold a community-wide discussion on the resolution of contention sets in the New Generic Top-Level Domains (gTLD) Program: Next Round [...]. [During two] virtual meetings [to be] held on 13 and 14 August 2024 at 13:00–15:00 UTC via Zoom." The announcement also stated that "the dialogue on the topic comes at the direction of the ICANN Board of Directors, which accepted Advice item 2a(ii) of the Governmental Advisory Committee's (GAC) ICANN80 Kigali Communiqué." In the community consultation on contention resolution, and, as documented in the readout, the community explored different means to resolve contention sets during the next round, which informed the Board's consideration of the issue as well as the 3 September 2024 Board-GAC Consultation Call. During that consultation call, the Board and GAC explored the use of an 'alternate string' to "provide applicants with the option to submit an alternate string at the time of application" to "reduce the number of contention sets formed" and to "provide especially less-well-resourced applicants with the opportunity to make a strategic decision about their alternate string to be near certain to evade contention."

Following the Board-GAC Consultation Call, on 13 September 2024, the Board, sent a letter to the GNSO Council, that informed the GNSO Council of the Board's intention to reverse the adoption of SubPro Final Report Recommendation 20.6 and the Board's position that: (1) prohibiting private resolution of contention sets, (2) providing the ability for applicants to submit a replacement string to avoid the creation of a contention set, and (3) the continued use of the 2012 ascending-clock second price auction method as a path forward was  "in the best interest of the ICANN community and ICANN, reflecting the global public interest of conducting a fair, transparent, and accountable approach to the resolution of contention sets."

The GAC responded to the Board on 13 December 2024, stating that "the GAC generally welcomes the Board's proposal including to provide applicants with an opportunity to submit an alternate string which can be selected by the applicant in order to potentially avoid string contention. The GAC recognizes that the use of a replacement string was brought forward by the Board in an attempt to find a mutually acceptable compromise following GAC advice. As such, the GAC finds this a mutually acceptable solution, while noting that further dialogue with and efforts from ICANN org involving interested community participants should take place regarding the implementation details of this proposal."

The ICANN Bylaws require the Board to take into account the GAC's advice on public policy matters in the formulation and adoption of policies. After discussing the issue, including the GAC's advice and the ICANN community's input, the Board believes it is taking action towards a mutually acceptable solution today on the GAC Consensus Advice regarding Auctions: Mechanisms of Last Resort/Private Resolution of Contention Sets in New gTLDs to the ICANN Board in the ICANN77 Washington D.C. Communiqué. This decision is in the public interest and within ICANN's mission, as it is consistent with ICANN's Bylaws for considering and acting on advice issued by the GAC.

In adopting its response to reject GAC advice item 4.a.i as it is currently expressed in the ICANN77 Washington D.C. Communiqué, and to accept the compromise on GAC advice item 4.a.i as articulated in the scorecard, the Board reviewed various materials, including, but not limited to, the following materials and documents:

The adoption of the GAC scorecard will have a positive impact on the community because it will assist with resolving the advice from the GAC concerning gTLDs and other matters. Approval of the resolution will not impact security, stability or resiliency issues relating to the DNS. This is an Organizational Administrative function that does not require public comment.

c. Resolution on the Slate of Successful Applications to be Funded Within the First ICANN Grant Program Cycle

Whereas, the 2012 New gTLD Program Applicant Guidebook specified that auctions operated by an ICANN-authorized provider could be used as a last resort to resolve string contention amongst applicants who applied for the same or similar string. The Applicant Guidebook required that, "Any proceeds from auctions will be reserved and earmarked until the uses of funds are determined. Funds must be used in a manner that directly supports ICANN's Mission and Core Values and also allows ICANN to maintain its not for profit status."

Whereas, in 2016, a Cross-Community Working Group on New gTLD Auction Proceeds (CCWG-AP) was formally chartered to develop proposals for a mechanism to distribute the proceeds, taking into account a set of guiding principles set by the Board (hereafter "Board principles").

Whereas, the Cross Community Working Group on Auction Proceeds (CCWG-AP) submitted its Final Report to its chartering organizations in March 2020, and, by 1 September 2020, received confirmation of adoption or support from all seven Supporting Organizations (SOs) and Advisory Committees (ACs), and the CCWG-AP submitted the Final Report to the ICANN Board on 14 September 2020.

Whereas, on 12 June 2022 the Board resolved at Resolutions 2022.06.12.14 – 2022.06.12.16 to adopt all recommendations within the CCWG-AP Final Report, and directed ICANN's President and CEO, or his designee(s), to take all actions to implement an ICANN Grant Program.

Whereas, the implementation of the ICANN Grant Program progressed according to the timeline presented to the Board in October 2022, and ICANN org published the ICANN Program Applicant Guide (Applicant Guide) on 8 January 2024, documenting the application and evaluation process for the first cycle of ICANN Grant Program.

Whereas, over the past two years ICANN org has offered regular updates on the Grant Program implementation to the ICANN Board and community, to the Board Caucus on the Grant Program and the whole Board.

Whereas, in March 2024 the Board resolved, at Resolution 2024.03.07.03, to allocate up to US$10 million from the auction proceeds generated in the 2012 round of the New gTLD Program to be used to fund projects approved through the first application cycle.

Whereas, the application window for the first cycle opened on 25 March 2024 and closed on 24 May 2024. ICANN received 247 applications within the first cycle. Upon the closing of the application window, ICANN org proceeded to evaluation of all submitted applications in alignment with the evaluation processes that had been developed for the ICANN Grant Program. The evaluation included assessments by ICANN org as well as an Independent Assessment Panel managed by an external provider. ICANN also relied on other external vendors for portions of the evaluations, including background checks and evaluation of applicants' individual charitable status.

Whereas, ICANN org confirmed to the Board that it followed the process and rules as defined within the Grant Program Applicant Guide and Internal Evaluation Guide for the evaluation and assessment of applications within the first application cycle, and that the Independent Assessment Panel followed the process and rules as documented in the Panel Guide. The full assessment process is described in the rationale that accompanies this resolution.

Whereas, the outcome of the assessment of the applications submitted during the application window of the first application cycle of the ICANN Grant Program is the slate of applications that is presented to the Board for consideration.

Whereas, ICANN org recommends that the Board approves the final slate of applications within the first cycle of the ICANN Grant Program, for funding up to US$10 million of projects as reflected in the final slate.

Whereas, on 2 March 2024 the ICANN Board identified two dependencies to taking a decision on a final slate of applications within the ICANN Grant Program's first cycle: (1) updating a specific recommendation of the CCWG-AP relating to the availability of ICANN's Reconsideration and Independent Review Processes (collectively, "ICANN's Accountability Mechanisms") within the ICANN Grant Program; and (2) achieving a Fundamental Bylaws Amendment to the ICANN Accountability Mechanisms to instantiate the update to that CCWG-AP recommendation. Specifically, the Board sought approval from the CCWG-AP's Chartering Organizations to agree that the CCWG-AP's Recommendation 7 would be updated to read: "Existing ICANN accountability mechanisms such as IRP or other appeal mechanisms cannot be used to challenge a decision to approve or not approve an application. Applicants not selected should receive further details about where information can be found about the next round of applications as well as any educational materials that may be available to assist applicants. The CCWG recognizes that there will need to be an amendment to the Fundamental Bylaws to eliminate the opportunity to use the Request for Reconsideration and Independent Review Panel to challenge grant decisions." Both dependencies are now cleared.

Whereas, as of 20 January 2025, all Chartering Organizations to the CCWG-AP indicated their support or non-objection to updating the language of the CCWG-AP's Recommendation 7, including the ALAC, ASO, ccNSO, GAC, GNSO, SSAC and RSSAC. With that, the Board is ready to complete the adoption of the updated Recommendation 7.

Whereas, on 9 January 2025, the ICANN Empowered Community completed its process and approved the Fundamental Bylaws Amendments to Sections 4.2 and 4.3 of the ICANN Bylaws, thereby limiting access to ICANN's Accountability Mechanisms as contemplated in the updated Recommendation 7. The ICANN Board previously approved the Fundamental Bylaws Amendments on 10 November 2024. The amended Bylaws are now in force.

Resolved (2025.01.26.11), the ICANN Board adopts the updated Recommendation 7 of the CCWG-AP, which states: "Existing ICANN accountability mechanisms such as IRP or other appeal mechanisms cannot be used to challenge a decision to approve or not approve an application. Applicants not selected should receive further details about where information can be found about the next round of applications as well as any educational materials that may be available to assist applicants. The CCWG recognizes that there will need to be an amendment to the Fundamental Bylaws to eliminate the opportunity to use the Request for Reconsideration and Independent Review Panel to challenge grant decisions." The Board's two prior actions relating to Recommendation 7 (including its 12 June 2022 adoption of the prior version of Recommendation 7 and the 26 October 2023 revisiting of that action) are both overtaken by this action.

Resolved (2025.01.26.12), the Board accepts ICANN org's representation that the application evaluation process for the ICANN Grant Program as detailed in the Grant Program Applicant Guide, the Internal Evaluation Guide and the Panel Guide was followed in order to generate the final slate of applications recommended for funding through the ICANN Grant Program's first application cycle.

Resolved (2025.01.26.13), the Board approves the final slate of applications as submitted within the first application cycle of the ICANN Grant Program, with ICANN authorized to proceed to contract negotiations and expected to complete them within the US$10 million previously allocated by the Board. Therefore, the Board directs the ICANN President and CEO, or his designee(s), to proceed to contract negotiations with all applicants identified in the final slate. The Board notes that applicants must successfully maintain eligibility under the rules of the ICANN Grant Program and must enter into a grant agreement with ICANN in order to receive any funding through the ICANN Grant Program, and that the Board's approval of the final slate is not a guarantee of funding to any individual applicant, and does not override the rules of the ICANN Grant Program.

Resolved (2025.01.26.14), the Board directs the ICANN President and CEO, or his designee(s), to continue following all expected processes and procedures within the ICANN Grant Program, including regular monitoring of all funded projects and the receipt, review and approval of periodic reporting from grantees as milestones to access tranches of project funding. The Board further directs the ICANN President and CEO, or his designee(s), to provide regular reporting on the progress of the grants funded within the first cycle, with reporting to start within six months of this resolution. The Board looks forward to receiving regular updates on how the funded applications are progressing and contributing to advance ICANN's mission.

Resolved (2025.01.26.15), the Board directs the ICANN President and CEO, or his designee(s), to perform a review of the application and evaluation processes used within the first application cycle of the ICANN Grant Program to inform whether any modifications or updates are required for the next application cycle or cycles within the ICANN Grant Program.

Resolved (2025.01.26.16), the Board thanks all applicants within the first application cycle of the ICANN Grant Program for their interest.

Resolved (2025.01.26.17), the Board identifies that specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

Rationale for Resolutions 2025.01.26.11 – 2025.01.26.17

The Rationale for Resolutions 2025.01.26.11 – 2025.01.26.17 is available here: https://www.icann.org/en/system/files/files/rationale-resolution-grant-program-26jan25-en.pdf

3. Executive Session

a. Former Interim President and CEO At-Risk Compensation for First Half of FY25

Whereas, all Board members have confirmed that they do not have a conflict of interest with respect to payment to the former Interim President and CEO for FY25 at-risk compensation component for the first half of FY25.

Whereas, the Compensation Committee recommended that the Board approve payment to the former Interim President and CEO her annual at-risk compensation component for the first half of FY25.

Resolved (2025.01.26.18), the Board hereby approves a payment to the former Interim President and CEO for her annual at-risk compensation component for the first half of FY25.

Resolved (2025.01.26.19), specific items within this resolution shall remain confidential as an action "relating to personnel or employment matters", pursuant to Article 3, section 3.5.b of the ICANN Bylaws.

Rationale for Resolutions 2025.01.26.18 – 2025.01.26.19

When the former Interim President and CEO was engaged, both as Special Advisor to the President and SVP Global Stakeholder Engagement, and again as Interim President and CEO, she was offered a base salary, plus an at-risk component of her compensation package.  Consistent with most staff members of ICANN, the former Interim President and CEO was to be evaluated against specific goals, which the former Interim President and CEO established in coordination with the Compensation Committee, which were previously approved by the Board.

The former Interim President and CEO provided to the Compensation Committee her assessment of the progress toward the FY25 goals.  The Compensation Committee discussed and agreed that the former Interim President and CEO should be awarded her at-risk compensation for the first half of FY25 and recommended that the Board approve payment to the Interim President and CEO for her at-risk compensation for the first half of FY25.  The Board agrees with the Compensation Committee's recommendation.

Taking this decision is in furtherance of ICANN's Mission and is in the public interest in that it helps ensure that the former Interim President and CEO was sufficiently compensated in line with her performance in furtherance of the Mission, and which reflects that her goals were consistent with ICANN's Strategic and Operating plans.

While the decision to pay the former Interim President and CEO her at-risk compensation for the first half of FY25 will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY25 budget.  This decision will not have an impact on the security, stability or resiliency of the domain name system.

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

Published on 28 January 2025

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