The current members of the Compensation Committee are (select their name to view their biography on the Internet Society website):

Chair, Ted Hardie

Olufunke Baruwa

Brian Haberman

Barry Leiba

Caleb Ogundele

Robert Pepper

Compensation Committee Charter

Adopted by the Board 11 December 2023

The Compensation Committee (the “Committee”) of the Board of Trustees (the “Board”) of the Internet Society Foundation (the “Foundation”) has the responsibilities, duties, and authority described in this Charter.

I. Purpose

The primary purpose of the Committee shall be to assist the Board in fulfilling its responsibilities relating to the determination of compensation for the President, if any, and other senior executives, and its oversight responsibilities with respect to the establishment of compensation policies and practices for other officers and employees of the Foundation.

II. Composition

The Committee shall consist of at least three voting Trustees appointed by the Board. The Chair of the Board shall serve as the Chair of the Committee.

III. Special Conflict of Interest Rules

None of the Committee members shall be an employee of the Foundation, or a family member of an employee, or receive any compensation from the Foundation (i.e., the member shall not receive or accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Foundation or its affiliates, except for that which is incident to serving on the Board or the Committee). Each member shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

IV. Meetings

The Committee shall meet at least twice annually or more frequently as circumstances dictate. Regular meetings of the Committee shall be called by the Chair. Special meetings may be called by any Committee Member. Notices of Committee meetings shall be sent to all Committee members and must identify the time and place (electronic or physical) of the meeting.

V. Authority, Responsibilities and Duties

The Committee shall have the necessary authority and resources to discharge its responsibilities and duties. This shall include the authority to retain special counsel, experts, or consultants as the Committee deems appropriate. The Foundation shall provide for appropriate funds as determined by the Committee for the payment of the fees and expenses of any such special counsel, experts, or consultants as well as all ordinary administrative costs incurred by the Committee and its individual members that are necessary and appropriate in performing their duties.

The following shall be the principal recurring duties of the Committee in carrying out its responsibilities:

  • Review the Foundation’s compensation philosophy and strategy for the upcoming year and make recommendations to the Board as appropriate.
  • In consultation with the Foundation’s outside advisers, annually review and approve a list of “Disqualified Persons” (as defined in Section 4958 of the Internal Revenue Code).
  • Annually obtain and review market data with respect to the compensation and benefits provided by comparable organizations for comparable services to those provided by the Foundation’s Managing Director, Executive Director and other senior executives who constitute Disqualified Persons.
  • Review and recommend to the Board for approval annual performance objectives for the upcoming year for the Managing Director and Executive Director as applicable.
  • Evaluate the performance of Managing Director and Executive Director against the previous year objectives, and review and recommend to the Board for approval the Managing Director’s and Executive Director’s total compensation, including annual salary and benefits, based on the evaluation, the respective employment contracts, and comparable market data.
  • Review the Managing Director’s evaluation of the performance of the Disqualified Persons and recommendations regarding base salary increases, incentives, and benefits for the upcoming year and approve the compensation for such persons.
  • Evaluate whether the Foundation’s compensation and benefit plans are appropriate and comparable to the market and make appropriate recommendations to the Board regarding the need for changes in the Foundation’s overall compensation structure and benefits programs for the upcoming year.
  • Maintain minutes of meetings; provide thorough and accurate reports to the Board regarding the actions taken by the Committee.
  • Annually review (a) this Charter and the scope of the responsibilities and duties of the Committee and (b) the Committee’s performance of its responsibilities and duties as set forth in this Charter, and make recommendations to the Board as appropriate.
  • Undertake such other responsibilities as the Board may delegate or assign to the Committee from time to time.

For any year in which the President of the Foundation receives compensation from the Foundation, the duties of the Committee with respect to the Managing Director shall also apply with respect to the President.