Governance/Foundation/23Feb2016BoardMinutes

MINUTES OF A TELEPHONIC MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

February 23, 20161:05 pm

The following are the minutes of a telephonic meeting of the Board of Directors (the “Board”) of OpenStack Foundation, a Delaware corporation (the “Foundation”) at the above time pursuant to notice duly given to all directors. The following directors were present for all or part of the meeting:
 * Alan Clark
 * Alex Freedland
 * Allison Randal
 * Anni Lai
 * Boris Renski
 * Egle Sigler
 * Eileen Evans
 * Kavit Munshi
 * Kenji Kaneshige
 * Lew Tucker
 * Manju Ramanathpura
 * Mark Baker
 * Mark McLoughlin
 * Rob Esker
 * Roland Chan
 * Russell Bryant
 * Shane Wang
 * Steve Hallett
 * Tim Bell
 * Toby Ford
 * Todd Moore
 * Van Lindberg

Also present for some or all of the meeting were Jonathan Bryce, Lauren Sell and Claire Massey of the OpenStack Foundation, Mark Radcliffe of DLA Piper and certain members of the community. Mr. Clark called the meeting to order and provided an overview of the agenda. He also served as Chairman. Mr. Radcliffe served as Secretary of the meeting and recorded the minutes.

Approval of Board Minutes.

Mr. Clark presented the minutes from the January 26, 2016 Board meeting and noted a typographical error which was corrected. After a discussion, upon a motion duly made and seconded the following resolution was unanimously approved by the Board:

RESOLVED, that minutes of the Board meeting on January 26, 2016 attached as Exhibit A is approved.

Report of the New Member Committee.

Mr. Esker reported on the applications being considered for Gold Membership. A Board discussion followed.

Report on the Operator Summit.

Mr. Magana reported on the Operator Summit and the plans for future summits. A Board discussion followed.

Report of the Compensation Committee.

Mr. Clark provided an overview of the compensation metrics for Mr. Bryce for 2016. A Board discussion followed. Upon motion duly made and seconded, the Board unanimously adopted the following resolution:

RESOLVED, that the Board approves the compensation metrics for Mr. Bryce for 2016 set forth in Exhibit B.

Report on Amendment to the Foundation Mission Statement.

The Board discussed the proposed modifications to the Mission Statement.

Summit Format.

Mr. Bryce provided an overview of the current summit format and proposed changes. A Board discussion followed.

Discussion of Other Matters

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 3:02 pm PST.

Exhibit A

January 26, 2016 Minutes

https://wiki.openstack.org/wiki/Governance/Foundation/26Jan2016BoardMinutes

Exhibit B

Compensation Metrics

To:OpenStack Board of Directors

From:Board of Directors Compensation Committee

CC:Jonathan Bryce

Date:February 18, 2016

Subject:Executive Director 2016 Bonus Metrics

The Compensation committee is chartered to set, review and award goals and metrics for OpenStack Executive staff. The Compensation committee met with Executive Director, Jonathan Bryce, to define and develop the objectives and measurable metrics for the Executive Director 2016 bonus plan. The committee asked the Executive Director to set and manage the metrics for all executive staff which report to the Executive Director.

The committee is carrying forward the previous years 4 categories (labeled A,B,C and D); Mission and Planning, Foundation Business Operations, Key Activity and Exception Management. The categories have been developed in such a way as to enable them to be carried forward for each year's activities.

As a committee we have reviewed and approved the following plan and recommend that the board approve the plan as outlined as follows:

2016 Executive Director Bonus Metrics to be proportioned as follows:

35% OpenStack Mission and Planning

15% OpenStack Foundation Business Operations

45% 2013 Key Activity: Platform Activities

10% Exception Management

2016 Metrics A) OpenStack Mission


 * 1) Events
 * 2) Event Production: Successfully deliver the 2016 OpenStack Summits as well as global regional events
 * 3) Select 2017 Summit venues
 * 4) Review and evaluate potential updates to Summit structure to ensure we continue to meet the needs of each segment of the community and facilitate collaboration that improves the OpenStack software
 * 5) Training and Certification
 * 6) Successfully launch the OpenStack training and Certified OpenStack Administrator program at or near the April OpenStack Summit.
 * 7) Marketing
 * 8) Marketplace
 * 9) Continue to drive traffic to the Marketplace and further develop programs for commercial licensing of OpenStack products and services
 * 10) White papers and case studies
 * 11) Continue tracking the adoptions and deployments, developing white papers and case studies
 * 12) Market OpenStack through Foundation activities and through the activities of member companies.
 * 13) Measure the success of those activities through reports such as press coverage and campaign visibility metrics.
 * 14) Develop consistent and coordinated OpenStack messaging with Foundation members and Directors
 * 15) Analyst awareness: Grow the influence of the top 10 analysts covering OpenStack at Gartner, Forester and key tier­2 firms to proactively respond to and positively influence what is being reported, researched and claimed about OpenStack's readiness for the market and market leadership. Successfully deliver analyst events at OpenStack Summits.
 * 16) Deliver 6 in­depth reports and business impact case studies
 * 17) User Experience
 * 18) Support the success of the User Committee with Foundation staff and resources
 * 19) Coordinate across working groups to reduce duplication of effort and improve the effectiveness of their efforts

B) OpenStack Foundation Business Operations

Engagement with Members and Sponsors


 * 1) The right level of revenue to support OpenStack activities while maintaining or increasing the 2015 revenue, targeting $21mm
 * 2) As directed by the Board facilitate communication between the Board, Gold Members, TC and sponsor community facilitating activities such as joint sessions, TC and UC presentations at Board meetings
 * 3) Assure the Foundation operates within a proper legal framework
 * 4) Maintain trademark program, ensuring the marks are policed
 * 5) Update commercial-use licenses as necessary to include the approved updates from DefCore
 * 6) Business Controls
 * 7) Manage the Foundation at or under the approved 2016 budget
 * 8) A clean bill of health from the Finance Committee related to financial position of the Foundation
 * 9) Periodically develop and review budget (financial plan), staffing and key operational metrics on a quarterly and annual basis
 * 10) Performance management of staff: set and review staff goals and objectives to measure and properly reward their performance

C) 2015 Key Activity: Laying the Foundation for OpenStack as a Ubiquitous Platform


 * 1) Adjacent Communities
 * 2) Work with the Board to formalize and state relationships with adjacent open source communities.
 * 3) Application Development (ISV)
 * 4) Support the efforts of the community for alignment and consistency between the application interfaces of OpenStack components
 * 5) Survey and track # of companies and products designed to work with OpenStack and commercial-use licenses. Maintain an NPS above 30 among corporate members and sponsors
 * 6) DefCore
 * 7) Improve interoperability between OpenStack-powered products and services
 * 8) Platform Capabilities
 * 9) Continuously improve OpenStack platform quality and capabilities needed to achieve broad market adoption
 * 10) Assess current state of the platform, identifying gaps, missing capabilities, improvements in development process, and gaps that need to be addressed.


 * 1) Assess the state of the market to identify the biggest future opportunities and threats (e.g. NFV, containers)
 * 2) Organize and grow user group, user committee and ops meetups through Foundation staff engagement activities
 * 3) Improve cross-project feature design and development by creating communication channels and hiring Foundation resource to coordinate
 * 1) Organize and grow user group, user committee and ops meetups through Foundation staff engagement activities
 * 2) Improve cross-project feature design and development by creating communication channels and hiring Foundation resource to coordinate

D) Exception Management

Discretionary bonus based on unanticipated needs of the Foundation, to be determined by the BoardThe committee will meet again mid-year to review the progress.

regards,

OpenStack Board Compensation Committee

OpenStack Board Compensation Committee

document date: 18feb2016