Agenda for the ARIN Board of Trustees - 29 October 2025

Arlington, Texas

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, Secretary

Staff

• Erin Alligood, Chief Human Resources Officer
• Alyssa Arceneaux, Exec. Coordinator, Scribe
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• Jennifer Lee, Deputy General Counsel
• Therese Simcox, Sr. Executive Assistant (virtual)
• John Sweeting, CXO

Regrets

• Michael Abejuela, General Counsel

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

The Chair called the meeting to order at 1:49 p.m. CT and asked if there were any conflict of interests. There were none.

2. Consent Agenda.

• Approval of the 13-14 August 2025 Minutes. (Exhibit A)
• Quarterly Reports. (Exhibits B, C, D, E)
• ARIN State of Cybersecurity 2025 Memo. (Exhibit F)
• ARIN Logo Update Memo. (Exhibit G)

It was moved by Ron da Silva, and seconded by Chris Tacit, that:

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

The Chair asked if there were any questions. Ms. Carter asked about the date of the Cybersecurity 2025 Memo as it listed August. The CISO noted that the memo was presented to the Risk and Cybersecurity Committee in August.

There was no further discussion.

The motion carried, via acclamation.

Mr. Harrison stated that on the Tech Debt report all of the operating systems are in red and would the Board be able to get an update on what is being done to overcome this. The COO noted that the containerization piece and data center project are the reason these have fallen into red but within the next quarter most should be cleared up as those projects wrap up.

3. ARIN Committee Reports.

• Compensation Committee. The Compensation Committee Chair stated there would be an update in executive session.

• Finance Committee. (Exhibit H) The Finance Committee Chair noted the committee report included in the materials. She also stated that the committee had items (agenda items 5 and 6) for later in the meeting to be discussed by the full Board, including reviewing the 2026 ARIN budget.

• Governance Committee. The Committee Chair stated that all of the activities of the committee would be presented to the Board later in the meeting. He also thanked the committee members for the hard work put into all of the election documents being presented.

• Nominations Committee. The Committee Chair noted that as far as elections, all is running on time; there is a slate of candidates up for election and after the election there will be a written report that will be provided to the Board. The Committee has been working with the Governance Committee on election documents for the future. Mr. da Silva asked about the timeline of elections. The COO noted that the election ends on November 7, at which time an email would be sent out to the Board with a motion attached to confirm the results. In case confirmation via email isn’t possible, there is a Board teleconference scheduled for Monday, November 10.

• Risk & Cybersecurity Committee. The Committee Chair stated that there was a recent read through of the risk register, which is done as a twice-a-year item, and many Board members were able to attend. He noted that seven of the risks were moved to mitigated status and it was discussed to extend this twice-yearly risk register review meeting to 2 hours.

• Special Committee on Strategic Planning. Ms. Carter stated that there will be a final report from Finley in December accompanied by a finalized version of the Strategic Plan with updates (that were discussed earlier in the day). She also let the Board know that the committee has asked Finley for a quote for support work in 2026, for support through the transition for Board members and staff.

The President asked the task force to consider if the ongoing support would be with the task force or the full Board, as the former would require some change to a more durable structure as the task force expires at the end of 2025, per its Charter.

It was moved by Chris Tacit, and seconded by Peter Harrison, that:

“The ARIN Board endorses the strategic plan, as amended during the meeting.”

The motion carried, via acclamation.

4. Governance Committee Items for Board Consideration.

(Exhibits I, J, K, L, M, N)

The Committee Chair thanked the Board for taking the time to review the changes to the election process that the Governance Committee has been working on. He began with discussing the Trustee Job Description, which was updated to be more succinct and therefore less likely to be misinterpreted. He next noted that the election process documents were modified to help ensure the document is more streamlined, to reduce the classifications of candidates, and that additional recommended qualifications in a given election are included in the template for the guidance letter. In terms of the guidance letter, there will be some predefined categories, which will be aligned with the skills matrix. The Nomination Committee will focus on recruiting and not setting up criteria for the 3rd party vendor. All candidates do not need to have all the recommended qualifications, but some candidates may have desired or recommended qualifications for that election year. A new category for those who join the slate through the petition-based process was also proposed.

Ms. Morris appreciated all the hard work put into this, but noted that there is a small contingency of members that watch the videos and read the candidates speeches; is this going to be enough? Also, she asked if the members have been asked on how the classifications may change their voting. Mr. Tacit said that the 3rd party vendor is given a little more room to help clarify the distinctions from a Board perspective before going to the members. Ms. Morris asked that a follow up conversation occurs with members on all these changes. The Committee Chair noted that the election officer would have ample time for the membership to ask questions and relay opinions. Mr. Kilmer asked about the classification of “qualified and recommended” and does it match the skills matrix and suggests that some thought be given to the skills being used.

The President agreed with Ms. Morris, that some in the community would likely not educate themselves in depth on our election process, but if we set it and keep it stable it will become widely known and will help with open communication about ARIN’s election processes. He also stated some concern with the phrasing, “qualified and possessing recommended characteristics for this election cycle” and suggested instead use of the shorter “qualified and additional recommended skills.” This could be used in election materials and can be defined by the elections officer.

The Committee Chair noted that he was hearing consensus among Board Trustees on the documents, with slight changes to wording and or phrasing. This was confirmed.

Mr. da Silva stated the elections officer could communicate this information twice, at the April and October Public Policy meetings. He also brought up the Nominations Committee Chair and elections officer being one and the same. The Committee Chair noted that this would be discussed in a document the Committee was working on about Board selections and elections and could also be useful in the Charter. Mr. da Silva talked about the lack of a skills gap analysis, and which skills were really necessary versus what might be nice to have; and this could be done as part of a January meeting and become an annual process. There was a discussion about timing because we are in the middle of the process and where items will lay in the upcoming calendar. Mr. da Silva reiterated that skills be evaluated on year-by-year basis on what is needed.

The Committee Chair stated that the guidance letter provided is a template, so each year there are items that could be removed, updated, and/or added. Mr. da Silva suggested an after-election survey, to see if the information presented was helpful. The President suggested follow up 1-2 weeks later. Ms. Morris noted that it would be helpful with the membership that actually voted and not including the general membership. The Board Chair recommended a post vote election survey landing page.

It was moved by Chris Tacit, and seconded by Ron da Silva, that:

“The ARIN Board of Trustees adopts the Board Trustee Job Description, the Board Guidance Letter Template, the Board Diversity Criteria Survey and Report, and the 2025 Election Processes document, as amended.” (2025.10.29.03)

The motion carried, via acclamation.

The Chair noted that the committee is also working on Board leadership planning process and hope to present at the next Board meeting.

5. Office Space Renewal Update.

(Exhibit O)

The COO reminded the Board that ARIN has been spending some time looking at new space and working with our current building owners, as the current office space lease is set to end in Q1 2027. After much research, and receiving final offers on different property options, ARIN presented the available options to the Finance Committee. ARIN staff stated they supported staying in the current space at the current footprint due to financial reasons.

The CFO presented a slide with financial information for the 5 options received, highlighted the net present value (NPV) of each option, and noted that the lowest NPV by far was staying in ARIN’s current property, with the current footprint. The property owner of ARIN’s current office space is giving ARIN 2 years of rent abatement, payable in cash to ARIN at the start of the new lease, to stay in the current space and sign a new lease agreement. He also noted that the lease option for ARIN’s current space did allow the organization to still achieve the 2030 goal of reaching a balanced budget. He also indicated that the financial scenario for the option at the current property, with the current space, also results in the highest forecasted investment balance of all options received.

Mr. da Silva asked about how this payment would be treated tax wise and the CFO noted that annual rent expense would be equal over the term of lease. The CFO also noted that an extra $500,000 was offered to use for build-out. The Chair asked how that worked, and it was stated by the CHRO that ARIN would make these adjustments and provide receipts to be reimbursed up to the $500,000.

It was moved by Bill Sandiford, and seconded by Nancy Carter, that:

“The ARIN Board of Trustees accepts the assessment to renew the current lease with COPT and directs the CEO to execute a new lease agreement to secure this office space for the organization’s long-term use.” (2025.10.29.04)

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

6. ARIN 2026 Draft Budget Presentation.

(Exhibit P)

The CFO presented the proposed 2026 budget and noted that the ARIN executive team met with the Finance Committee once in August and again in September with updated numbers. In terms of getting ARIN to the 2030 balanced budget, ARIN is still on track, using the budget that is being presented. The CFO went through the few line items that increased budget wise for 2026.

Mr. Harrison asked about the salary load on the budget, and cost savings through rent/lease and possibilities of hiring outside of the Northern Virginia area. The CFO noted that right now ARIN is not looking to hire outside of the Northern Virginia area, but more so not looking to hire at all, and is focused on holding steady at the current employee count. The COO stated that there are 4 different employee classifications, and one is, remote (outside of the local area). Adding personnel with remote classification was suspended during lease discussions, but the hope is to turn this classification back on, with these requests reviewed on a case-by-case basis by the President and as a very limited designation for unusual requirements. The President stated that every time you add a new state you add more filings, and possibly additional costs. Mr. Harrison stated that he is not necessarily stating that this is something ARIN wants to open the door to but if there is turnover, he wants ARIN to be open to hiring outside the region if that is where the best person for the job is. The CHRO noted that turnover at ARIN is less than 2% and noted that it would be position-dependent to recruit outside the Northern Virginia area. Lastly, she stated that the survey completed by ARIN staff and discussions at the executive level showed that having staff available to meet in person (under the hybrid schedule) was important for some work processes.

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

“The ARIN Board of Trustees approves the ARIN 2026 Budget, as recommended by the ARIN Finance Committee.” (2025.10.29.05)

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

7. ARIN Management Continuity and Succession Planning.

(Exhibits Q, R, S, T, U)

The COO stated that the Board has been discussing succession planning inside the organization and has asked that ARIN document and add additional elements to the document.

The COO noted that there are standard operating procedures for all of the senior leadership positions, and an example is provided for the CXO position. An ARIN succession profile document has been added to the overall plan. The CXO’s profile is being utilized as an example since he was chosen to complete a sabbatical at the request of the CEO. The CXO will take this sabbatical following the ARIN meeting, placing Mr. Joe Westover as the Acting CXO during this time.

The President stated that standard operating procedures are in place for each area leader and a succession profile for each area leader is in the works. As promised to the Board, the CXO is taking a planned sabbatical and then the President plans to take planned sabbatical at the beginning of next year. These documents and processes will be managed by the President, COO, and CHRO.

Mr. Harrison stated that this plan and these documents are greatly appreciated but feels that staff development plans for the next in line, should also be added. There was a discussion about the internal hiring process, and depth of continuity of each position. Ms. Carter appreciates the document and feels that the job description should go hand in hand with each document, which was confirmed to be in place by the CHRO. Mr. Kilmer cautioned against the Board moving into areas that are purview of the President such as staff development. The President stated that one of the challenges for succession readiness is to ensure correct expectations are set for any designated successor and that needs to balance staff development in some cases. There is a lot of internal development that takes place, but we do not want to create unintended expectations with employees.

The Chair called for a break at 3:08 pm CT and reconvened at 3:25 pm CT.

8. Data Accuracy Program Update.

(Exhibit V)

The CXO provided an update on the data accuracy program. He stated that there are two separate teams that are working on the primary efforts. The Routing Integrity & Oversight Team, which focuses on detecting and deterring registry fraud and the Data Accuracy Outreach Initiative, which looks to improve the accuracy and integrity of ARIN’s registry data. This work is being completed through proactive investigations. Currently the teams are working on address blocks that have never had an ARIN Online user account linked to them and have never been routed. In the future, these teams will be moving to blocks that do not have active users and have not been routed in the last 10-15 years. Once identified as abandoned, the first step is ARIN stopping services which removes these blocks from Whois but keeps them reserved in the original organization’s account. Ms. Morris asked if ARIN holds or reissues and the CXO noted that they are being placed on hold and tracked. The President stated that they are developing a plan for handling next steps and will bring it to the Board once ready.

9. Internet Infrastructure Grant Program.

(Exhibit W)

The President noted that the community is dependent on software packages or services that no one is paying to have maintained, and these are infrastructure elements that ARIN needs to make sure exist in the future for our services to be well used. The question is how ARIN should use funds to help with the issue. The President presented establishing an Internet Infrastructure Sustaining Grant Program, which would then take the lead on maintaining some of these programs and services. He stated that he would like it to be grants that are awarded for 3-5 years and reviewed and renewed annually. He presented potential areas for this sustained funding. It differs from the community grant program because it has to be reliable funding and there is a line item in the budget to do this.

Mr. da Silva likes the idea, but the Board would like to know where and how the money is being spent. Mr. Tacit would like to see how this works within the strategic plan priorities and key actions. Mr. Seastrom would like to know what the tax implications are to doing this even outside the country. The CFO noted that it is routine for ARIN and only a 990 reporting issue. Mr. Harrison feels that this amount of money seems small and that there are other groups that keep returning in the community grant process. Ms. Morris asked if there would be an opportunity to bring them under the ARIN umbrella and a way to provide more sustainability. The President agreed with Ms. Morris and said possibly partnering and communicating under ARIN could help them, which then helps ARIN. There may even be potential when the reserves hit the limit that ARIN could then use these funds towards a program like this but would like to start modestly. Mr. Harrison stated that there is the chance that ARIN could become the de facto owner of some of these programs if ARIN became the sole benefactor. Mr. Kilmer stated that though the President provided many options, ARIN may want to focus on one or two to begin with.

The President stated that there is a line item in the budget but will propose that any work done be aligned with the Strategic Priorities in the 2026 strategic plan. The President thanked the Board for the discussion and will come back to the Board with a more detailed plan following that guidance.

10. General Counsel Update.

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

11. Open Action Item List.

(Exhibit X)

The President provided an update on the open action item list.

12. Upcoming ARIN Board meetings

• November 10, 2025, via Zoom meeting at 3:00 p.m. ET.
• January 13–14, 2026, in person (Miami, Florida).

It was noted for the Board that there is also a December meeting on the calendar and asked to confirm that meeting for all committee wrap up items.

13. Any Other Business.

• The COO provided an update stating that Mark Kosters would provide an update on the different directory services that ARIN provides at the Public Policy meeting and letting the community know that a consultation will soon follow. He noted this work is tied to a Board management objective focused on reducing duplicative services.

• The Chair stated that he just sent an email officially resigning from the office of Chairman of the Board as his term as trustee is ending this year. A call for nominations to serve as Chair was made. Mr. Tacit nominated Nancy Carter and Ms. Carter accepted the nomination.

  As there were no further nominations, Nancy Carter was elected ARIN Board Chair via acclamation. The Board had a discussion about officer role transition planning.

  The Chair noted that in the past, an Office of Past Chair could be elected and at this time the Board could consider doing so.

  It was moved by Nancy Carter, and seconded by Rob Seastrom, that:

  “The ARIN Board of Trustees appoint Bill Sandiford, upon resigning as Chair, to the Office of Past Chair and sit until the end of 2026.”

  The Chair called for discussion. A brief discussion took place regarding whether the role of Past Chair is needed, and if so, how it should be implemented. Mr. Harrison indicated that this issue will be addressed further in the work that the Governance Committee is doing on the Board leadership selection/election process.

  The Chair asked for a vote to be taken. (3 in favor, 6 oppose, 1 in abstention). The motion did not carry.

  Mr. da Silva thanked Bill Sandiford for his commitment and involvement at ARIN.

  It was moved by Nancy Carter, and seconded by Hank Kilmer, that:

  “The ARIN Board of Trustees recognize Mr. Sandiford’s service and thank him for all of his contributions to the Board and ARIN.”

  The motion carried unanimously.

• The President noted that there is an outstanding action item on the Risk Committee action item list regarding AI risk and he would be reporting back to Board in 2026 on this topic.

14. Executive Session.

The Chair called for executive session at 4:39 p.m. CT.

15. Adjournment.

The Chair asked for a motion to adjourn. It was moved by Ron da Silva, and seconded by Peter Harrison and the meeting adjourned at 5:55 p.m. CT.