Board Meeting No. 194

18 April 2026

Andaz London
40 Liverpool Street
Fenchurch
London EC2M 7QN United Kingdom

Guide to Board session types:

• Closed executive session: board members only.
• Open to observers session: local and remote attendees are welcome to listen in.
• Open forum session: local and remote attendees are welcome to ask questions, provide input, and discuss with the board. There are no open forum sessions scheduled for this meeting.

Note: The Board may invite individuals to participate in any session (e.g., as presenters) as needed.

Agenda

Times on this agenda are listed in UTC for the benefit of remote participants and observers in different regions. Use timezone conversion to convert to your local time.

Open to Observers Session

08:00-09:00
1. Welcome and Declaration of Conflicts–Ted Hardie

08:05-09:05
2. Welcome to New Chapters and SIGs–Ted Hardie

Resolution 2026-X: Congratulations to Rejuvenated Chapter
RESOLVED, that the Internet Society Board of Trustees celebrates the rejuvenation of the Singapore Chapter.

08:10-09:10
3. Chapter Insights

Exploring Age Verification with Representatives from Spain and the UK – Olivier MJ Crépin-Leblond, ISOC UK Chapter and Chaime Marcuello, ISOC Aragón Chapter with Joseph Lorenzo Hall, Ph.D. Security Portfolio Lead, ISOC as Moderator

08:40-09:40
4. President and CEO’s Report–Sally Wentworth

09:10-10:10
5. ISOC Update–Yogesh Khanna

• Review of Organizational Performance, Year Ending 2025

09:40-10:40
Break

Closed Executive Session

10:00-11:00
6. Impact Measurement Update–Katie Bengaard

10:20-11:20
7. CFO’s Report–Sae Park

10:40-11:40
8. Finance Committee Report–Victor Kuarsingh

10:50-11:50
9. Committee Reports–Ted Hardie

• Election Committee Report – Sagarika Wickramasekera
• Governance Committee Report – Charles Mok
  • Committee Charter Recommendations
• Compensation Committee Report – Ted Hardie

11:20-12:20
Lunch

12:20-13:20
10. Enterprise Risk Management Update–Ilona Levine and Sae Park

13:20-14:20
11. ISOC Europe Update–Ilona Levine and Sae Park

13:50-14:50
12. Board & CEO Only Session

14:10-15:10
Break

Open to Observers Session

14:30-15:30
13. Community Chair Reports–Ted Hardie

• IETF – Roman Danyliw
• ChAC – Flávio Rech Wagner
• OMAC – Harald Summa and David Belson

15:30-16:30
14. Resolutions for Approval–Ted Hardie

Resolution 2026-X: Welcome and Congratulations to Newly Elected Trustees
WHEREAS, Ramanou Biaou, Caleb Ogundele, Sharon Kent, and Brian Trammell have been duly elected or appointed to serve as trustees of the Internet Society effective with the 25-26 July 2026 Annual General Meeting;
RESOLVED, that the Internet Society Board of Trustees formally welcomes and congratulates Ramanou Biaou, Caleb Ogundele, Sharon Kent, and Brian Trammell to the Board of Trustees, and looks forward to their contributions to the mission and governance of the Internet Society.

Resolution 2026-X: Approve Amendments to the Compensation Committee Charter
WHEREAS, the Governance Committee was directed by the Board of Trustees at its November 2025 meeting to develop a revised charter for the Compensation Committee incorporating key succession planning functions currently assigned to the Leadership Continuity Committee;
WHEREAS, the Governance Committee has presented a revised Compensation Committee Charter that retains all existing compensation oversight responsibilities and adds responsibilities for leadership continuity;
WHEREAS, the Governance Committee recommends approval of the revised charter to streamline oversight of these related functions;
RESOLVED, that the Board of Trustees approves the revised Compensation Committee Charter.

Resolution 2026-X: Terminate the Leadership Continuity Committee
WHEREAS, the key functions of the Leadership Continuity Committee have been incorporated into the revised Compensation Committee Charter approved by the Board of Trustees;
WHEREAS, the Governance Committee has determined that leadership continuity functions do not require a full-time standing committee and are more efficiently overseen within the Compensation Committee;
RESOLVED, that the Leadership Continuity Committee is hereby terminated, effective immediately, and its charter is rescinded.

Resolution 2026-X: Approve Amendments to the Audit Committee Charter
WHEREAS, the Board of Trustees at its November 2025 meeting directed the Governance Committee to develop a revised charter for the Audit Committee that incorporates enterprise risk management oversight;
WHEREAS, the Governance Committee has presented a revised Audit & Enterprise Risk Management Committee Charter that retains existing audit and financial oversight responsibilities and adds enterprise risk management oversight responsibilities;
WHEREAS, assignment of enterprise risk management oversight to the audit committee is consistent with sector practice;
RESOLVED, that the Board of Trustees approves the revised Audit & Enterprise Risk Management Committee Charter.

Resolution 2026-X: Approve the Minutes of the 193^rd Internet Society Board Meeting
WHEREAS, the Internet Society Board of Trustees has reviewed the minutes of the 193^rd board meeting;
RESOLVED, that the minutes of the 193^rd meeting of the Internet Society Board of Trustees are approved.

16:00-17:00
15. Adjournment–Ted Hardie