Summary

  • Internet Society's Board approved a Senior Executive Compensation Philosophy Policy by unanimous written consent on 15 July 2026, relying on recommendations from Willis Towers Watson and the Compensation Committee.
  • The public resolution says the policy was attached as Exhibit A. On 29 August, neither the checked e-vote page nor the organisation's Governance & Policies index exposed that policy text.
  • Historical committee reports and the 2024 Form 990 describe earlier compensation practice and later payment reporting, but not the operative 2026 rule. A privacy-safe policy-to-award receipt could connect the version, benchmark state, authority, exception status and eventual tax year without publishing personal performance files.

The vote is public; the rule is not on the same surface

Resolution 2026-15 is admirably direct about the institutional act. Internet Society's Board reviewed a proposed Senior Executive Compensation Philosophy Policy, accepted the Compensation Committee's recommendation and concluded that adoption served the organisation and its mission. The Board says it relied on recommendations from Willis Towers Watson as well as the committee. It approved the policy by unanimous written consent on 15 July 2026 and directed officers to file that consent with the Board's minutes and carry it into effect.

The resolution also says that the policy was “attached as Exhibit A.” That phrase should make the decision reproducible: a reader ought to be able to move from the authority that adopted the policy to the policy it adopted. On the public e-vote page checked for this Article on 29 August, however, Exhibit A is neither rendered nor linked. Internet Society's separate Governance & Policies index lists the bylaws, incorporation and exemption records and thirteen Board policies and procedures. It does not list the Senior Executive Compensation Philosophy Policy.

That observation needs a narrow boundary. It does not prove that the exhibit never existed, that trustees or staff lack it, or that it cannot be obtained through another channel. It establishes only the present public state of the pages checked: the adoption record points to a governing text that those pages do not let a reader inspect.

This is not a complaint that every compensation deliberation should be public. Individual objectives, employment contracts and proprietary salary surveys can carry legitimate confidentiality. The problem is more basic. If a Board invokes a policy as the rule for future decisions, the public record should identify enough of that rule to distinguish normal application from an authorized exception—and an authorized exception from a decision made under some other version.

Older records explain the machinery, not the new policy

Internet Society did not invent a compensation philosophy in July. Its one-page Compensation Committee report for 2019–2020 says the committee approved a revised version of the organisation's compensation philosophy and strategy. The 2021–2022 report describes a recurring cycle: evaluate the President and CEO, approve total compensation including variable pay, review the CEO's assessments of senior executives classed as “Disqualified Persons” under Section 4958, compare market data and set future performance objectives. That report says an independent compensation consultant supplied market information.

The current Compensation Committee Charter makes the allocation of authority clearer. The committee assists the Board in establishing reasonable and competitive compensation for the CEO and other senior executives. It reviews the coming year's philosophy and strategy, a list of Disqualified Persons, market data for comparable organisations and services, CEO objectives and performance, recommendations for other covered executives, and the overall compensation and benefits structure.

The charter also creates a conflict boundary. Employees and their family members cannot sit on the committee. Members cannot receive compensation from Internet Society apart from amounts incident to Board or committee service, and they must be free of relationships that would impair independent judgment. The CEO and the CEO's designees may be invited into discussions but cannot be members. These are meaningful structural safeguards. They still do not reveal what the July policy says.

Another April change helps prevent a different confusion. The Board moved CEO succession and leadership-continuity work into the Compensation Committee and terminated a separate Leadership Continuity Committee. Compensation and succession now share a committee, but they remain different decisions. A mandate to preserve leadership continuity is not, by itself, a compensation benchmark or a reason to approve a particular award.

The result is a public outline of the machine: who reviews, who recommends, who cannot vote as a member and what categories of evidence recur. What is absent is the new setting applied to that machine. The public record does not show whether the July policy changed the comparator pool, target position, balance between fixed and variable pay, treatment of worldwide roles, benefit principles, exception process or review clock. It would be wrong to fill those blanks from older practice.

A tax return arrives after the decision and through a different perimeter

The 2024 Form 990 adds substantial, but retrospective, evidence. Internet Society told the US tax authority that its compensation programme sought internal and external equity, fair and competitive pay and an objective merit process. It said benchmarks were updated annually, using several studies for US employees and Willis Towers Watson and Birches Group benchmarks for worldwide employees.

The Compensation Committee reviewed comparability data for the CEO and officers, approved the Disqualified Persons list, set achievement targets for the CEO, assessed performance and instructed the chief financial officer to pay the resulting variable award.

Schedule J then separates compensation into reportable components for listed people. That is valuable output disclosure. It allows a reader to distinguish base pay, incentive compensation, other reportable compensation, retirement or deferred amounts and non-taxable benefits within the filing's rules. It also brings timing complications: an amount earned in one year may be paid or reported in another, and a related organisation may appear in a separate row.

Those facts explain why a future Form 990 cannot substitute for the 2026 policy. A tax filing reports according to statutory categories after a reporting period closes. A philosophy policy governs choices before or during a decision cycle. The return can show that an amount entered a public reporting perimeter; it does not necessarily reveal the policy version, comparator date, target positioning, exception path or approval state that governed the underlying decision.

The July resolution and the 2024 filing do share one notable name: Willis Towers Watson. In the older return, the firm is one source of worldwide benchmarks. In the new resolution, the Board says it relied on the firm's recommendations. This continuity is a reason to document the advisory chain, not a basis for alleging adviser control. The Board adopted the policy. The committee held the chartered review role. The public record simply does not say what assignment the adviser performed or which recommendation became policy.

Publication can protect both accountability and privacy

There is a false choice hiding in executive-pay debates. One side demands total exposure, including records that cannot responsibly be released. The other treats confidentiality around individuals as a reason to publish almost nothing about the governing rule. A mature institution can separate the two.

The policy itself could be published in full if its contents are suitable. If proprietary or personal material prevents that, Internet Society could publish a controlled summary with a cryptographic or documentary reference to the approved version. The public layer need not identify every peer organisation or reproduce paid survey rows. It can state the comparator-selection rule, the age of the data, the geographic treatment, the covered roles, the pay categories governed, the permitted decision bodies and the policy's review cadence.

The same principle applies to implementation. A record can state that a decision fell within policy without giving the public a person's performance file. If the committee approved an exception, the record can state the category, authority and expiry date without revealing protected contract terms. If a later tax filing maps the award into a different calendar-year component, the mapping can be added without rewriting the earlier record.

This is thin governance in the useful sense: bounded authority and a compact trace, not a public recreation of the human-resources department.

Build one policy-to-award receipt

The missing record should begin with the policy title, version, adopting resolution, adoption date and effective date. It should name the role cohort covered and distinguish the CEO, other Section 4958 Disqualified Persons and employees outside that group. It should then record the benchmark family and reference date, along with the rule used to select comparable organisations and positions. Proprietary data points can remain sealed.

Next comes authority. The receipt should identify the decision body, participants, recusals and quorum state. It should state whether the decision was within the ordinary policy, an approved exception, awaiting correction or governed by a superseding version. An exception needs an approving authority, a bounded reason category and a review or expiry trigger.

Finally, the record should connect forward rule to later disclosure. When the relevant Form 990 and Schedule J become public, the receipt can identify the reporting year and component mapping, including any timing difference or related-organisation row. Corrections should be additive so that a reader can see what changed and why.

None of this asks the public to determine an executive's worth from a spreadsheet. It asks the institution to show which rule it chose, which body applied it and whether the result stayed inside the rule. Resolution 2026-15 already supplies the first link. Publishing Exhibit A—or a bounded, versioned representation of it—would make the rest of the chain possible.

Sources

  1. Internet Society resolutions approved via unanimous written consent
  2. Internet Society Governance & Policies index
  3. Internet Society Compensation Committee and charter
  4. Internet Society Board Meeting No. 194
  5. Internet Society amended and restated bylaws
  6. Internet Society Compensation Committee Report 2019–2020
  7. Internet Society Compensation Committee Report 2021–2022
  8. Internet Society 2024 filed Form 990 public disclosure copy
  9. IRS Instructions for Form 990
  10. IRS Instructions for Schedule J