The Compensation Committee is responsible for determining the compensation of the CEO and other senior executives, establishing compensation policies and practices for other officers and employees of Internet Society, and ensuring leadership continuity.

Compensation Committee Members

Compensation Committee Charter

As amended 18 April 2026

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

I. Purpose

The purpose of the Committee shall be to assist the Board in fulfilling its responsibilities relating to:

  • Establishing, reviewing, and recommending reasonable and competitive compensation for the President and CEO (“CEO”) and other senior executives;
  • Ensuring compensation policies and practices comply with applicable laws; and
  • Overseeing the development and periodic review of leadership succession planning for the CEO to ensure continuity of mission and operations.

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. The CEO and CEO designees may not be members of the Committee but may be invited to participate in the discussions.

III. Special Conflict of Interest Rules

None of the Committee members shall be an employee of ISOC, or a family member of an employee, or receive any compensation from ISOC (i.e., the member shall not receive or accept, directly or indirectly, any consulting, advisory or other compensatory fee from ISOC or its subsidiaries or 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 once annually or more frequently as circumstances dictate.

V. Responsibilities and Duties

The following shall be the principal recurring duties of the Committee in carrying out its responsibilities. These duties are intended as a guide, with the understanding that the Board may modify or supplement them as appropriate:

  • Compensation Oversight:
    • Review ISOC’s compensation philosophy and strategy for the upcoming year.
    • Review and approve a list of Disqualified Persons provided by HR and pursuant to Section 4958 of the Internal Revenue Code of 1986, as amended.
    • Complete a review of market data provided by HR with respect to the compensation and benefits provided by comparable organizations for comparable services to those provided by ISOC’s CEO and other senior executives who constitute “Disqualified Persons” (as defined in Section 4958 of the Internal Revenue Code).
    • Review and approve annual performance objectives for the upcoming year for the CEO.
    • Review the CEO’s quarterly reports against the CEO’s objectives.
    • Evaluate the CEO’s performance against the previous year objectives, and review and approve the CEO’s total compensation, including annual salary and benefits, based on the evaluation, the CEO’s employment contract, and comparable market data.
    • Review and approve the CEO’s evaluation of the performance of the Disqualified Persons and recommendations regarding base salary increases, incentives, and benefits for the upcoming year.
    • Determine whether ISOC’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 ISOC’s overall compensation structure and benefits programs for the upcoming year.
  • Succession Planning:
    • Work with the Board to scope and define a candidate profile and position description for the CEO role and ensure it is kept up to date.
    • Work with the CEO to identify potential internal candidates and work with the CEO and the People and Culture leader to create development plans for them.
    • Develop a plan for identifying and vetting qualified external candidates, if needed.
    • Assist the CEO with developing and maintaining an emergency succession plan in the case of an unexpected vacancy in the CEO role.
    • Ensure a communications plan exists for both emergency and traditional succession situations, keeping relevant stakeholders updated as appropriate.