Meeting of the ARIN Board of Trustees - 13-14 August 2025

New Orleans, Louisiana

Attendees

• Bill Sandiford, Chair
• Tina Morris, Vice Chair
• Dan Alexander, Board Trustee
• Nancy Carter, Treasurer
• John Curran, President & CEO
• Ron da Silva, Board Trustee
• Peter Harrison, Board Trustee
• Hank Kilmer, Board Trustee
• Robert Seastrom (RS), Board Trustee
• Chris Tacit, Board Trustee

Staff

• Michael Abejuela, General Counsel, Secretary
• Erin Alligood, Chief Human Resources Officer
• Alyssa Arceneaux, Exec. Coordinator, Scribe
• Einar Bohlin, V.P. Government Affairs
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• John Sweeting, CXO

1. Welcome, Agenda, and Conflict of Interest Disclosure Review.

The Chair called the meeting to order at 1:31 pm CT. He asked for conflicts of interest disclosure and Mr. Kilmer noted that he would note at the appropriate agenda item. There was no further discussion.

2. Consent Agenda.

• Approval of the 27 April 2025, Minutes. (Exhibit A)
• Updates for Annual Trainings (Harassment Prevention and Inclusion and Diversity), and EEO-1 Filing. (Exhibit B)
• Environmental, Social, and Governance (ESG) Update. (Exhibit C)
• Product and Services Development, Evolution, and Retirement Life Cycle Update. (Exhibit D)
• ARIN Outsourcing Strategy. (Exhibit E)
• Data Center Move Project Update. (Exhibit F)
• Successful Red Team Exercise of ARIN Whistleblower Hotline. (Exhibit G)
• Annual Security Audit Update. (Exhibit H)
• RPKI ROA Coverage Year-2-Year Metrics Report. (Exhibit I)
• Quarterly Reports. (Exhibits J, K, L, M)
• Election Schedule Update. (Exhibit N)
• Ombudsperson Report from ARIN 55 and Memo. (Exhibits O, P)

It was moved by Chris Tacit, and seconded by Rob Seastrom, that:

“The ARIN Board of Trustees approves the consent agenda, as presented.”

(2025.08.13.01)

Ms. Morris had a question about the whistleblower hotline discussed in, the ARIN Whistleblower Exercise Memo (Exhibit G), and understands why staff has access and not Board but hopes the volunteers will get access at some point. The CHRO noted that the hotline appears in the Volunteer Code of Conduct and is accessible by all volunteers.

Ms. Morris asked about no incidents being listed in the Ombudsperson Report, Exhibit P, and that the report was more focused on what could be done in the future. The CHRO and General Counsel noted that there were no incidents at the ARIN meeting and so none were reported.

Mr. Tacit asked a question regarding the ESG Update, Exhibit C, which is what the path will be to a conclusion of including a policy regarding ARIN’s commitment to the environment and actively campaigning for employee participation in related initiatives in the Employee Handbook. The CHRO noted that staff are working on a draft and are in discussions about its inclusion in the 2026 iteration.

The motion carried, via acclamation.

3. ARIN Committee Reports.

[30 minutes]

• Compensation Committee. The Chair stated that there was nothing to add at this time but that there is some upcoming work.
• Finance Committee. (Exhibit Q) The Committee Chair noted that there is a report included and stated that the committee has met four times since April and highlighted the committees’ activities. The CFO added that the 990 presentation was the first year that CLA, the new company, presented, and it was done very well.
• Governance Committee. (Exhibit R) The Committee Chair thanked all staff for taking part in the April committee meeting as the committee is taking all comments to heart and members are working on all the documents discussed. Additionally, the committee, is evaluating volunteer performance issues and guidelines so that all understand what the expectations are. The committee intends to present to the Board an updated election process, job description, skills matrix, and guidance letter at the October meeting.
• Nominations Committee. The Committee Chair stated that there was an election schedule update included in the consent agenda but other than that everything is moving along on time. To note, the Advisory Council and Board both received enough candidate submissions, and no extensions were needed, but the submissions period for the NRO did have to be extended. However, there are now enough candidates for that position. The committee is now waiting for completion of the 3rd party review.
• Risk & Cybersecurity Committee. The Committee Chair thanked all staff for taking part in the full read out of the Risk Register earlier in the year. He noted that some updates were made to the Risk Register, and the committee members continue to evaluate risks during their monthly meetings.
• Special Committee on Strategic Planning. Ms. Carter noted that after the session over the last few days the special committee has some work to do with Finley on the drafts that will be presented in October. Mr. Tacit stated that where the strategy session ended up today is typical and work will continue until a strategic plan, and any updated strategic plan review process are provided.

The President noted he is available if the special committee would like him to join to review the current strategic planning process and how it feeds the annual objective and budgeting work.

4. ARIN 2024 Form 990 and 990T Filing.

(Exhibit S)

The CFO reminded the Board that at the end of last year, ARIN went to the marketplace for auditor proposals. This was not because ARIN had any issues with the performance of BDO, but rather because the pricing continued to increase; therefore, ARIN selected a new firm, CLA. There was also a change for the timing of the audit as it reduced the fees for ARIN. Both the Form 990 and Audit processes and presentations went well.

During a meeting of the Finance Committee, the CLA tax team presented the Form 990 in a manner that was different from previous years in that it was very informational and based on the audited financials. The results were similar to previous years; and at that meeting, the Finance Committee moved to forward this year’s Form 990 to the Board as presented.

Mr. Seastrom stated the format for the Form 990 was very approachable and wanted to thank the auditors for their good work there.

It was moved by Tina Morris, and seconded by Hank Kilmer, that:

“The ARIN Board of Trustees, based on the recommendation from the ARIN Finance Committee and having reviewed ARIN’s 2024 IRS Form 990 and 990T, accepts these forms and directs the President to file them with the IRS.” (2025.08.13.02)

The motion carried, via roll call vote (10-0).

5. Presentation of the ARIN 2024 Audit Report.

(Exhibits T, U)

The annual audit was completed in July after CLA started the review in May. The audit review took a little longer; however, CLA did not ask as many questions from the financial team but rather focused on requests for documentation. The audit results were positive with no adjustments were made to the preliminary financials. The first-year audit with CLA was a success.

The Treasurer stated that the committee met with CLA in the Executive Session and they noted that it went very smoothly and recognized the staff’s efforts. The CFO noted that they had a unique approach, and it was thorough.

It was moved by Nancy Carter, and seconded by Chris Tacit, that:

The ARIN Board of Trustees hereby accepts the 2024 Auditors Report and 2024 Audited Financial Statement, as presented by the ARIN Finance Committee.” (2025.08.13.03)

The motion carried, via roll call vote (10-0).

6. Update on Investment Policy Statement.

(Exhibit V)

The CFO noted that the committee met with Fiducient, ARIN’s investment advisors, and the investment advisors went through the statement and recommended some minor changes. They made a recommendation to eliminate the “target weight” to focus on the asset class remaining in the minimum and maximum weights. If any proposed changes came outside this range, they would come to the Board for an approval motion. The CFO noted that after speaking with Fiducient, this is a typical practice.

The Chair asked if this was typical and if ARIN is within normal weights and not overly invested. The CFO and the President noted it does not change any of the investment target weights.

It was moved by Tina Morris, and seconded by Ron da Silva, that:

“The ARIN Board of Trustees, based on the recommendation of the ARIN Finance Committee, accepts the changes to the Investment Policy Statement.” (2025.08.13.04)

The motion carried, via roll call vote (10-0).

7. Update on Community Grant Program.

(Exhibit W)

The CXO stated that the Grant Committee met and reviewed the 10 qualified applications that were submitted. They selected and approved 3 out of the 10 applications. The committee is requesting the full amount of $50,000 that is budgeted for this year to be distributed to the identified recipients. The first application is from Network Timing Foundation and ARIN has supported this organization in the past. This project is very important to the operations of the Internet. The second application selected is from 20C organization, another organization that has previously applied for a grant. The project is an open-source tool that the committee felt was qualified. The last program is a follow on to an IPv6 project requested by Internet2.

The Chair asked what follow up is performed with the awarded grants; and the CXO noted that there is a trackable website with spending guidelines. The selected programs present a final report to the community. Mr. Harrison asked about the successive nature of the grants; and the General Counsel noted that because they did not receive a grant in more than two (2) consecutive years, they fall within the grant program parameters.

It was moved by Hank Kilmer, and seconded by Peter Harrison, that:

“The ARIN Board of Trustees approves of funding the recommended grants.” (2025.08.13.05)

The motion carried, via roll call vote. (9-0-1, Chris Tacit abstained as he was a member of the Grant Selection Committee this year.)

8. ARIN Workforce Model Project and Office Move/Modification.

(Exhibit X)

The COO stated that the current building lease ends in January 2027, and ARIN would need to secure a new lease with the existing landlord or find new space. There was an expectation that ARIN would get feedback from staff on next steps, and a staff survey was conducted. Further, the Executive Team determined ARIN’s following this process and an analysis of data on building entry card usage. It was indicated that there was a need for office space by staff and executive leadership.

An RFP is in process for three new facilities, and an additional RFP has been issued for our existing facility with and without reduction of square footage of office space. The local market has less space available than initially expected. There is quite a bit of commercial real estate being purchased for data centers in the local area as those spaces already have the zoning classification required for data centers. The provided memo options are in line with all the financial projections that have been brought to the Board by the CFO and his team. The COO did note that if ARIN moves out of its current space, there will need to be a utilization of funds to build out space and move. To access these funds, ARIN would come to the Board and request approval from the Treasurer to use reserve funds.

The Chair acknowledged from experience that moving an office and building out new space is very disruptive. His perspective would be to stay even if there was a small financial cost. In the event there is a decision made to stay with 25% more space than you need, the Chair asked if there would be sublet opportunities. The COO noted that right now that is not in the lease, but we could explore the option to sublet. The General Counsel noted it would be cost recovery at the most. In addition, with subletting, there are other responsibilities that would be accrued by the ARIN facilities/operations team.

Mr. da Silva feels that this is an informed operational approach. The Board does not care about the ultimate decision other than how it would affect the culture of ARIN and the financial impact (and is built into the financial process). The CFO noted that there are three variables that affect the cost: square footage, build out cost, and rent per square foot. All three variables contribute to the total cost of the lease and ARIN’s financial position at the end of the 10-year lease.

Ms. Morris asked about the high cost for build out/move out. The CFO shared that the broker stated that right now, the local market is approximately $230-$250/square foot for a full build out; but Mr. Kilmer noted that these costs are on the high side. The CHRO noted that the overall pricing is still being negotiated, and test fits will be conducted to determine actual build out costs and square footage needed.

The President noted that there is a 5-year financial model with an office space cost built into the model with a certain budget to hit. The President noted that ARIN may be coming back to the Board because it may not be possible to hit the office space budget and that would affect the 5-year financial model.

Mr. Seastrom stated that hoteling is a net negative and needs to be carefully considered; he feels that it sends a bad message to the staff if not set up properly. Ms. Morris stated that it seems a negative hoteling perception can be generational. The CHRO and COO stated that the executive team has been working closely with staff and the commercial real estate firm to ensure a careful roll-out if hoteling will be utilized in a new office space.

Mr. Harrison asked staff whether they had considered the possibility of relocating the company in the future to a lower-rent real estate market. Staff responded that this had been considered, but the CEO directed that locations in the Northern Virginia area be considered to avoid excessive staff disruption.

The Chair called for a break at 2:35 pm CT. The Chair reconvened the meeting at 3:44 pm CT.

9. RSA Considerations and Update.

(Exhibits Y, Z, AA)

The General Counsel stated that there have been many conversations and reiterations of the RSA. A common theme throughout the strategic planning was to focus on full coverage of Internet number resource space under a written services agreement. In the Board package there was an update with a memo, redline, and clean version of the RSA, with changes to the Termination for Cause section. The change adds an additional termination for cause based on material adverse impact as a result of a change in ARIN’s terms or services. This should address some of the concerns from legacy holders and would be an RSA update that would be available for all.

Ms. Morris feels that this is an elegant solution to the problem and appreciates all the work. She understands that once someone came in and received RPKI services, there are significant reasons to stay and not exit.

It was moved Tina Morris, and seconded by Ron da Silva, that:

“The ARIN Board of Trustees adopts the Registry Services Agreement (version 14), as presented.” (2025.08.13.06)

The President noted that organizations could move to this version but do not have to, and further that it uses the existing RSA exit language which is well understood. The Chair asked about the terms and if they would be considered too generous to the holder. The President asked how important does the Board consider getting all customers under agreement? If that is an organization priority, then this change is a reasonable and balanced approach.

Mr. Kilmer feels that this gets closer and would get more people under a written agreement. There was a discussion about the word “material” and its legal definition and impact. The President noted that this will increase the number of members that are on receiving the same services, will create an even more cohesive community, and feels that the exit clause is actually a feature for ARIN, as it will cause due consideration before making any adverse service changes. Ms. Morris had a concern with an earlier draft, but this version alleviates that as they have to have a material impact. Mr. Alexander asked about everyone under a written agreement today has this option available to them, and if they moved to this new version would their fees change, specifically would they lose the fee cap. The General Counsel stated that should not be the case, but that he would confirm that an existing member moving to this version would not lose their fee cap.

Mr. Alexander asked if it is worth the effort to get these remaining resource holders under agreement. The President said it was his understand that this is a strategic priority for the Board and feels that the change is a reasonable tradeoff. Mr. Kilmer stated that 100% participation or close to it would lessen perceived legal risks for ARIN associated with uncontracted legacy resources.

The motion carried, via roll call vote. (9-0-1, Hank Kilmer abstained noting potential conflict of interest)

10. Board Meeting and Travel for 2026, including January 2026 Board Face to Face Meeting.

(Exhibit AB)

The COO stated that we are looking to start the October Board meeting earlier in the day to accommodate Board concerns about meeting overlap with the ARIN Public Policy Kick Off.

There was a discussion on when the Board wanted to meet in January 2026. The COO noted that there is always an option to meet adjacent to the AC’s meeting. The AC decided this year to meet the final Friday, January 30 in San Francisco. A second option would be to meet the second week of January. It was agreed by the Board to meet for two days the week of January 12 (Tuesday, January 13 and Wednesday, January 14). The COO assured the Board we would come back, with agreement with the Chair, on location; but he understood that staff were to look at warm climates to avoid weather risks associated with winter climates.

Next, the COO asked if the Board would like to go ahead and set August dates. The Board agreed, after discussion, to plan for 2 days - Tuesday, August 18 and Wednesday, August 19. Location to be determined.

• “Board Meetings for the Year: The ARIN Board of Trustees will adopt preliminary meeting dates for the coming year at their annual August Board Workshop.” - ARIN 2025 Board Standing Rules
• Note: The Advisory Council Standing Rules indicate their first meeting will be on the 4th Friday of January (January 30, 2026) (adjacent to NANOG).

11. General Counsel Update.

The General Counsel provided an attorney-client privileged brief to the Board.

The Chair called for a break at 4:18 pm CT. The Chair reconvened the meeting at 4:30 pm CT.

12. Open Action Item List.

(Exhibit AC)

The President reviewed the open action item list with the Board. There were no questions.

13. ICP 2 Progress Update.

The President noted that we are in the middle of the ICP-2 review and update process. All of the information is back from the ASO AC and the RIR legal team is reviewing.

The Chair asked when ARIN should expect to have a final draft; and both the President and General Counsel note that this is scheduled to be finalized by December 31, 2025.

14. Any Other Business.

The Chair asked for any other business.

• Agenda for Thursday. The Chair and President noted that originally time was set aside for possible overflow for strategic planning and or additional Board items. Thursday will be used for executive session.
• The Board referred the following two items to the Governance Committee for further consideration:
  • The process for election of board officers
  • Investigation into alternative options for board voting structure

15. Executive Session.

The Chair called for an executive session at 4:44 pm CT. The Vice Chair called for a recess for the evening at 5:47 pm CT. The Chair reconvened executive session at 9:10 am CT on Thursday, August 14, 2025.

16. Adjournment.

The Chair asked for a motion to adjourn. It was moved by Tina Morris and seconded by Hank Kilmer. The meeting adjourned at 12:04 pm CT.