Governance/Foundation/8Mar2017BoardMinutes

MINUTES OF A MEETING OF

THE BOARD OF DIRECTORS OF

OPENSTACK FOUNDATION

March 9, 20179:04 pm EST

The following are the minutes of a meeting of the Board of Directors (the â€œBoardâ€) of OpenStack Foundation, a Delaware corporation (the â€œFoundationâ€) held at the offices of DLA Piper at 33 Arch Street at the above time pursuant to notice duly given to all directors. The following directors were present by phone for all or part of the meeting:

Alan Clark

Allison RandalAnni Lai

Brad Topol

Brian Stein

ChangBo Guo (by telephone)

Chris Price (by telephone)

Egle Sigler

Eileen Evans (by telephone for certain periods of the meeting)

Imad Sousou (by telephone for certain periods of the meeting)

Junwei Liu (by telephone)

Kavit Munshi (by telephone)Kenji Kaneshige

Joseph Wang

Lew Tucker

Mark Baker

Mark McLoughlin

Rob Esker

Russell Bryant

Shane Wang (by telephone)

Steven Dake

Tim Bell

Tobias Ford

Also present for some or all of the meeting was Mark Collier, Jonathan Bryce, Lauren Sell, Claire Massey and Heidi Bretz 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 24, 2017. 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 24, 2017 attached as Exhibit A is approved.

Report of Executive Director.

Mr. Bryce a discussion of the implementation of the strategy discussed in the January meeting and the status of the Openstack ecosystem. A Board discussion followed.

Report of the Product Working Group.

Mr. Hillsman provided a report on the action of the Product Working Group. A Board discussion followed.

Presentations by Platinum Member Applicants and Gold Members Applicants

Mr. Esker reported on his survey of Gold Members about their view of a potential increase in the number of Gold Members and reported that he found very little support for such an expansion. The following companies presented information on why the appointment of their companies as a Platinum Member would benefit the Foundation: Ericsson, Inc. and Huawei. The following company presented information on why the appointment of their companies as a Gold Member would benefit the Foundation: H3C.

Discussion of Application for Prospective Platinum Member and Gold Members.

The Board went into executive session. The members discussed the applicants based on the criteria adopted by the Board.

Mr. Bryce discussed the work provided by Mr. Carrez and recommended that he be promoted to Vice President of Engineering. A Board discussion followed. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, it is in the best interest of the Foundation to create an officer with the title Vice President of Engineering.

NOW, THEREFORE, BE IT RESOLVED, that the Board creates an officer with the title Vice President of Engineering;

FURTHER RESOLVED, that the following person is elected to the office indicated after his name to serve at the pleasure of the Board of Directors with a start date designated by the Mr. Bryce or Mr. Collier:

The Board terminated the executive session.

Appointment of Huawei as a Platinum Member.

The Board discussed the qualifications of Huawei as a potential Platinum Member. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, it is in the best interest of the Foundation to admit Huawei as a Platinum Member; and

WHEREAS, upon execution of the Platinum Member Agreement, Huawei should be admitted as a Platinum Member.

NOW, THEREFORE, BE IT RESOLVED, that Huawei is admitted as a Platinum Member upon the execution of the Platinum Member Agreement.

Appointment of H3C as a Gold Member.

The Board discussed the qualifications of H3C as a potential Gold Member. After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, it is in the best interest of the Foundation to admit H3C as a Gold Member; and

WHEREAS, upon execution of the Gold Member Agreement, H3C should be admitted as a Gold Member.

NOW, THEREFORE, BE IT RESOLVED, that H3C is admitted as a Gold Member upon the execution of the Gold Member Agreement.

Approval of Recommendations of the Compensation Committee.

The Board discussed the report of the Compensation Committee setting the goals for the officers of the Foundation in 2017 attached as Exhibit B (â€œCompensation Goalsâ€). After a vote, upon motion duly made and seconded, the Board unanimously adopted the following resolution:

WHEREAS, it is in the best interest of the Foundation to adopt the Compensation Goals proposed by the Compensation Committee;

NOW, THEREFORE, BE IT RESOLVED, that the Compensation Goals are adopted.

Discussion of Board Goals.

Mr. Clark discussed the goals of the Board in 2017.

There being no further business before the Board and upon motion duly made and seconded, the meeting was then adjourned at 4:00 pm EST.

Exhibit A

January 24, 2017 Board Minutes https://wiki.openstack.org/wiki/Governance/Foundation/24Jan2017BoardMinutes

Exhibit B

Compensation Goals

To: OpenStack Board of Directors

From: OpenStack Board of Directors Compensation Committee

CC: Jonathan Bryce

Date: March 2, 2017

Subject: Executive Director 2017 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 2017 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 standard 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:

2017 Executive Director Bonus Metrics to be proportioned as follows:* 35% OpenStack Mission and Planning
 * 15% OpenStack Foundation Business Operations
 * 45% 2017 2017 Key Activity: OpenStack as One Platform for Virtualization, Bare Metal and Containers
 * 10% Exception Management

2017 Metrics

A) OpenStack Mission

1. Events

1.1. Event Production: Successfully deliver the 2017 OpenStack Summits as well as global regional events

1.2. Select and announce 2018 Summit venues

1.3. Review and evaluate the event structure of the Forum, PTG and Summit to ensure we continue to meet the needs of each segment of the community and facilitate collaboration that improves the OpenStack software

2. Training and Certification

2.1. End the year with 800 active Certified OpenStack Administrators

3. Marketing

3.1. Marketplace

a) Continue to drive traffic commercial licensing of OpenStack products and services

b) Create "Managed Cloud" marketing program in Marketplace and promote through Foundation channels

3.2. White papers and case studies

a) Continue tracking adoption and deployments, developing white papers and case studies

b) Deliver and update 6 inÂ­-depth reports and business impact case studies with a focus on containers and cost savings

3.3. Market OpenStack through Foundation activities and through the activities of member companies.

a) Measure the success of those activities through reports such as press coverage and campaign visibility metrics

b) Develop consistent and coordinated OpenStack messaging with Foundation members and Directors

c) Analyst awareness: Grow the influence of the top 10 analysts covering OpenStack at Gartner, Forester and key tierÂ­-2 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.

4. User Experience

4.1. Support the success of the User Committee with Foundation staff and resources

4.2. 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, targeting $21mm

2. As directed by the Board facilitate communication between the Board, Gold Members, TC, UC 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

3.1. Maintain trademark program, ensuring the marks are policed

3.2. Survey and track # of companies and products designed to work with OpenStack and commercial Â­use licenses. Maintain an NPS above 30 among corporate members and sponsors

4. Update commercialÂ­ use licenses as necessary to include the approved updates from Interop Working Group

5. Business Controls

5.1. Manage the Foundation at or under the approved 2017 budget

5.2. A clean bill of health from the Finance Committee related to financial position of the Foundation

5.3. Periodically develop and review budget (financial plan), staffing and key operational metrics on a quarterly and annual basis

5.4. Execute audit with external accounting firm

6. Performance management of staff: set and review staff goals and objectives to measure and properly reward their performance

C) 2017 Key Activity: OpenStack as One Platform for Virtualization, Bare Metal and Containers

1. Adjacent Communities

1.1. Work with the Board to form and strengthen relationships with the relevant adjacent open source communities

1.2. Leverage Foundation-organized events to bring external communities leaders together with OpenStack users and leaders

1.3. Sponsor and attend industry relevant industry events for adjacent communities

2. Application Development (ISV)

2.1. Support the efforts of the community for alignment and consistency between the application interfaces of OpenStack components

2.2. Build relationships and improve technical integration with key PaaS and container-based application frameworks; deliver 3 joint demos and case studies that show OpenStack successfully integrating with technologies like Kubernetes and Cloud Foundry

3. Project Marketing and Education

3.1. Improve understanding in the market of the state of OpenStack projects

3.2. Release updated Project Navigator to highlight breadth of OpenStack capabilities and maturity of core services

3.3. More clearly communicate what is a common, core deployment model for OpenStack

4. Platform Capabilities

4.1. Continuously improve OpenStack platform quality and capabilities needed to achieve broad market adoption

4.2. Assess current state of the platform, identifying gaps, missing capabilities, improvements in development process, and gaps that need to be addressed.

a) Assess the state of the market to identify the biggest future opportunities and threats (e.g. NFV, containers)

b) Organize user group, user committee and ops meetups through Foundation staff engagement activities

c) Improve crossÂ­ project feature design and development by creating communication channels and assigning Foundation resources to coordinate

D) Exception Management

Discretionary bonus based on unanticipated needs of the Foundation

Regards,

OpenStack Board Compensation Committee

Reference: https://etherpad.openstack.org/p/VbxSSa7t07