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:
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.
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.
|Thierry Carrez||Vice President of Engineering|
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.
| Respectfully submitted,
Secretary of the Meeting
Chairman of the Meeting
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
A) OpenStack Mission
2. Training and Certification
4. User Experience
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
4. Update commercialÂ use licenses as necessary to include the approved updates from Interop Working Group
5. Business Controls
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
2. Application Development (ISV)
3. Project Marketing and Education
4. Platform Capabilities
D) Exception Management
Discretionary bonus based on unanticipated needs of the Foundation
OpenStack Board Compensation Committee
|Alan Clark (Chair), Anni Lai, Boris Renski, Brad Topol, Eileen Evans, Joseph Wang, Kavit Munshi, Kenji Kaneshige, Lew Tucker, Mark McLoughlin, Steven Dake|