Public Interest Registry

“With the resignation of the ceo, brian cute, effective may 7, 2018, pir contracted with board of director jay daley's consultation company, techobscura limited, a new zealand limited company, to provide interim ceo services for pir. Pir compensated techobscura limited for these services, solely performed by mr. Daley, from may 9, 2018 until december 23, 2018. That compensation included $340,575 of interim ceo services and $800 for other services. New ceo jonathon nevett joined pir december 18, 2018.”

“Public interest registry is a membership corporation and its sole member is the internet society, which is classified as a tax-exempt publicly supported charitable organization described in code section 501(c)(3).”

“The internet society appoints the members of the governing body.”

“The following decisions of the governing body are subject to the member's approval: (1) amendment, revocation or repeal of the bylaws; (2) entering into, amending, terminating, assigning, or bringing any legal action with respect to, or waiving any material right under, and agreement or contract with (i) the internet corporation for assigned names and numbers (icann) or (ii) afilias limited; and (iii) payment, contribution or subvention of any amount in excess of $50,000 to any person, entity or organization, charitable or otherwise, other than in connection with the purchase of goods or services received by the corporation.”

“The irs form 990 is prepared and reviewed by an independent accounting firm, rsm llp, with subsequent review by the chief executive officer, vp of finance and legal counsel. Once reviewed and finalized, the form 990 is provided to each board member for review. Prior to filing, the form 990 is reviewed at a board meeting and filed subsequent to the resolution of any comments or questions from the board.”

“Public interest registry's conflict of interest policy requires disclosure of any actual or potential conflict of interest on the part of an officer, director, manager, or member of a committee with board-delegated authority. An interested person must disclose the existence of a financial interest and must disclose all material facts to the board of directors and/or the members of the committee with board-delegated authority relating to the proposed transaction or arrangement. The disinterested members of the board or committee determine whether a conflict of interest exists, after considering all material facts, and after a discussion with the interested person. The interested person is required to leave the board or committee meeting while the board or committee discusses the matter and votes on whether a conflict of interest exists. If a board member or a committee member is determined to have a conflict of interest, he or she is required to leave the board or committee meeting while the board or committee discusses, deliberates on, and votes on, the transaction in question.”

“It is the goal of public interest registry to compensate each of its officers and key employees at a level that represents the fair market value of that individual's services, and does not exceed such fair market value, taking into consideration all fringe benefits, as well as total cash compensation. Public interest registry has established a compensation committee comprised of various members of its board of directors. Every other year, public interest registry engages an outside compensation consultant to analyze comparable data relating to the compensation of its ceo and other disqualified persons performing work or services for the company. Regarding the ceo, the compensation consultant uses a comparative survey in the washington, dc metro area, looking at a mix of industries and sizes of organizations, both non-profit and for-profit. The consultant analyzes the compensation received by similarly qualified individuals holding comparable positions at similar organizations. The compensation committee reviews and analyzes the consultant's report and other independent research and makes its recommendation to the board of directors based on those findings. After detailed discussion and deliberation among board members, the recommendation is voted upon, accepted by the full board and contemporaneously documented in the minutes of the board meeting. During 2018, compensation for the ceo was based on the 2017 compensation study while also taking into consideration the impact of inflation and compensation adjustments for 2017 and 2018 based upon formal data sources available for like organizations in the washington, dc metro area. Similarly, the ceo participates in the process of setting the compensation of the other officers and key employees, but not his own compensation or disqualified persons. The ceo reviews and analyzes the consultant's report and other independent research and approves applicable compensation adjustments for certain officers and key employees. During 2018, compensation for the other officers and key employees was based on the 2017 study while also taking into consideration the impact of inflation and compensation adjustments for 2017 and 2018 based upon formal data sources available for like organizations in the washington, dc metro area.”

“The 990 is made available to guidestar and freely available on its website. In addition, public interest registry makes its 990 return available to the general public upon request.”

“A total of nine persons served on the board of directors during the calendar year, which are identified in part vii of form 990. As of december 31st, 2018, there were a total of seven voting board members serving the organization as disclosed in part vi, line 1a and part i, line 3.”

“Afilias ltd. (afilias) provides registry technical services to public interest registry including electronic connection to customers (registrars), to add, modify or delete domain names within the .org, .ngo, .ong and idn databases. These services include 24/7, 365 days a year, technical support to registrars, development of registry computer software systems including customer billing, and revenue recognition in accordance with generally accepted accounting principles, (gaap). In addition, afilias provides technical support in implementing public interest registry's domain name abuse policies designed to stop or reduce malware, virus or other activities. Afilias also collaborates with public interest registry on the analysis and discussion of customer and business trends both domestically and internationally.”

“Brian cute, the president and ceo of public interest registry submitted his resignation, effective may 7, 2018, to the board of directors and his resignation was accepted by the board of directors. Pir contracted with director jay daley's consulting company, techobscura limited, to provide interim ceo services. A board committee conducted a new ceo search and on december 18, 2018, jonathon nevett joined pir as the new ceo. See schedule f for additional information.”

“Public interest registry has volunteers who act as advisory council members for the organization. Composed of leaders from a broad spectrum of the noncommercial organizations around the world, the .org and .ngo|.ong advisory councils were created to advise on issues including public policy, the introduction of new services, and non-governmental community issues. Their perspectives, representing the voice of the global noncommercial community, play a vital role in the long-term success of public interest registry.”

“As of december 31, 2018, pir had a net asset deficiency of $ $33,154,078. Pir's board and management are satisfied that the organization is able to meet its working capital requirements through the normal cyclical nature of receipts and payments and maintains reserves for short-term business interruptions and business development of $8,468,694 and $2,000,000, respectively. Pir expects to regularly contribute its cash surplus to the internet society, yielding an ongoing negative net asset position. Pir's board and management regularly monitor financial performance and will consider appropriate contribution adjustments to ensure the fiscal health of the organizations.”

“Public interest registry issues audited financial statements on consolidated basis with its related organization enset, a non-profit corporation. Additionally, public interest registry's financial results are included in a consolidated audited financial statement report issued by the internet society, public interest registry's sole member.”