Meeting of the ARIN Board of Trustees - 15 December 2025

Teleconference

Attendees

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

Staff

• Michael Abejuela, General Counsel
• Erin Alligood, Chief Human Resources Officer
• Alyssa Arceneaux, Board Operations Mgr., Scribe
• Richard Jimmerson, COO
• Christian Johnson, CISO
• Brian Kirk, CFO
• Therese Simcox, Sr. Executive Assistant
• John Sweeting, CXO

Guest

• Lee Howard, 2026 Board Trustee (observer)

Regrets

• Peter Harrison, Board Trustee
• Bill Sandiford, Board Trustee

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

The Chair called the meeting to order at 3:01 p.m. ET noting a couple of Trustee regrets. The Chair then called for any changes to the agenda. The President stated that there was an incident with a customer allocation and he would like the report and any discussed to be added under Any Other Business, and that he would be making a formal request for the incident to be reviewed by the Risk and Cybersecurity Committee.

2. Consent Agenda.

The Chair asked if there was any discussion surrounding the exhibits under the consent agenda. There was none.

• Approval of October 29, 2025, Minutes. (Exhibit A)

• Approval of November 10, 2025, Minutes. (Exhibit B)

• SOC 2 Report. (Exhibit C)

• Q3 Investment Report. (Exhibit D)

• Q3 Financial Statements. (Exhibit E)

• ARIN 401k Annual Report. (Exhibit F)

• Update on RPKI Planned Service Outage. (Exhibit G)

It was moved by Chris Tacit, and seconded by Tina Morris, that:

“The ARIN Board of Trustees approves the consent agenda, as presented.” (2025.12.15.01)

The motion carried, via acclamation.

3. ARIN Year End Committee Reports and Committee Charter Updates.

• Compensation Committee. (Exhibits H, I) The Committee Chair noted that all committee work was completed, with two outstanding items listed in the report. She stated that the only changes made to the Charter were to add the role of a Vice Chair to the committee and removed paragraphs that would align with the pending committee standing rules.

• Finance Committee. (Exhibits J, K) The Treasurer stated that all committee work was completed. The only change in the committee charter was to remove tax responsibilities as it is reported to the full Board by ARIN staff.

  Mr. da Silva had a specific question in the Charter and the number of voting members if a Treasurer was appointed that was not a Board member. He asked how this would affect the number of Trustees who sit on the committee. The Chair stated that it is not the same as in other committee and may need to elaborate the language in the Finance Committee Charter to include the nuance.

• Governance Committee. (Exhibits L, M) The Committee Vice Chair presented the end of year report noting that the committee spent a lot of time and effort on elections documents at the beginning of the year, and officer and committee leadership selection at the end of the year. This was substantial work by the committee through the year, and the report notes recommendations to accommodate a growing workplan in 2026. He then noted that most of the changes in the Charter were formatting. He did note that two items: Board and Training Development would be recommended to the Board in April instead of August and then proposed smoothing the language to make it clear that criteria for selecting candidates lines up with the job description and skills matrix. Finally, the committee proposed that self-evaluations occur annually instead of every 2 years.

• Nomination Committee. (Exhibits N, O) The Committee Chair stated that the end of year report listed their main recommendation was to continue the work with the Governance committee and improve the communications between Election Officer and the Nomination Committee. The other main takeaway would be to improve the safeguards regarding the NRO and AC candidates. As far as the Charter, there were mostly editorial items to align with the election process, and to mention the NRO election.

  Mr. da Silva asked that the Board still ponder what the purpose of the Nomination Committee is and if there is a need for 4 members on the committee. Ms. Morris stated that she approved of sharing more information and that the 3rd party was there to protect the data amongst their peers, but is unhappy with how the 3rd party is reporting back the decisions being made. She is aware that there is background information that was submitted but unsure if there is a threshold being used and if any information is ever going to reach a limit to be disqualified. And if not, what is the value of the service? She also noted that even with the use of two different companies, the information was being evaluated differently and is there any Board and staff agreement. The President stated that nominee evaluation is outsourced, and CHRO and General Counsel and Election Officer see the issues that arise and have insight. The Board has the freedom to update the process how they would prefer the evaluation done, if they would want clearer thresholds/limits.

  The Chair noted that a larger conversation should be had in January regarding the Nomination Committee and Elections Officer and what gets communicated. Mr. Kilmer noted that this conversation should be more than just about background checks, but also include a review of the language in the guidance letter. The General Counsel noted when there are issues that arise of ambiguity that the General Counsel and CHRO assist the 3rd party, and this year the Elections Officer joined those conversations. He noted that some work may need to be done specifically about a “bar” in the language of the guidance letter, since this is the defining evaluation for the vendor. He also feels that further discussion is needed between staff and the Board on defining limits. The Committee Chair noted that this topic was referred to the Governance committee for further discussion but understands that this needs to happen at the Board level before moving onto the Governance committee.

• Risk & Cybersecurity Committee. (Exhibits P, Q) The Committee Chair noted that the report speaks for itself but there are a few recommendations for the committee to think about next year, including the way to track long term risks and the progress being made regarding the mitigation. He stated that there were no changes to the Charter at this time.

4. Review of Draft Board Committee Standing Rules.

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

The President stated that there are Board Standing Rules on how the Board operates and they are adopted every January but there have not previously been standing rules for Board committees. However, the Committee Charters have gained a lot of common language, and he was directed to provide a draft of common responsibilities and mechanical processes into a Standing Rules document. With adoption, the Committee Charters could then be streamlined.

Mr. da Silva agrees with the simplifying of the Charters and moving mechanics to one document. He had a question about the specific language on timeliness of committee minutes, which the President clarified. Then Mr. da Silva noted that the portion of the Standing rules that discussed the Chair selecting the Vice Chair may be changed due to the Board Leadership Selection plan being discussed.

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

“The ARIN Board of Trustees approves the Board Committee Standing Rules, as presented.” (2025.12.15.02)

The motion carried, via acclamation.

5. Review updated Skills Matrix.

(Exhibit W)

The President noted that there is already an adopted skills matrix and which used to help shape the guidance letter and would continue to be used until a new skills matrix was adopted.

Mr. Tacit presented an updated skills matrix. He noted that this skills matrix was presented earlier in the year but was not formally approved by the Board. He noted that it should be distributed to Board members after it is approved and a summary of the results should be provided to the Governance committee for review, and then the Board.

It was moved by Ron da Silva, and seconded by Rob Seastrom, that:

“The ARIN Board of Trustees approves the Board Skills Matrix, as presented.” (2025.12.05.03)

The motion carried, via acclamation.

6. Volunteer Performance Guidelines.

(Exhibit X)

The President stated that he was asked by the Board to put together information on guidelines for Volunteer performance. He noted that there has been a process in place and any issues have gone to the President and CEO, the Board Chair, or the CHRO, but it was not a formal process. The President worked with the CHRO and General Counsel to put together this document on how ARIN handles issues but would like the Board’s approval, as it would help if there were any future performance issues. This would also tie into the election process, and if there were significant issues, ARIN would have proper documentation and would provide it to the HR firm to assist in evaluations for an incumbent candidate.

Ms. Morris likes codifying this document and reiterates the importance of having such a document and plan. Mr. da Silva expressed that this document should be added to the list of documents that are reviewed by the Governance committee and possibly reviewed by the Chair to see how it is working.

The CHRO stated that if approved, she would recommend making this an addendum to the Volunteer Code of Conduct.

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

“The ARIN Board of Trustees approves the Volunteer Performance Guidelines and added as an addendum to the Volunteer Code of Conduct.” (2025.12.15.04)

The motion carried, via acclamation (RS abstained).

7. Year-End Election Report.

(Exhibit Y)

The President presented the report and stated that it details the preparation of elections, when the election took place, the number of participants in the election, the outcome, the election costs, and staff recommendations for process improvements and Board consideration. In particular, the Board recommendations are for the Board to consider, and he suggests the Board could recommend them to the Governance Committee for follow up. The staff recommendations are an integration of statements of support, candidate posting limits and mailing list use. The recommendations for Board Trustee consideration are reevaluate scope, purpose, and need for the Nomination committee. The President could argue that at this point the only purpose served by the Nomination Committee is recruitment, which all members could do, but could decide to use the Committee in candidate evaluation. The second consideration would be to evaluate the impact of current qualification outcomes on recruitment efforts.

Mr. Seastrom asked why ARIN does not already have the statements of support integrated into the ARIN elections site. The President stated that it has to do with the vendors support. This would be changed moving into next year.

Mr. Tacit would also like included under staff improvements for staff to consider allowing two statements instead of one to enhance the process. The President noted that does make sense and it would implement whatever policy that the Board requests for communications.

Ms. Morris is not for disbanding the Nomination Committee but renaming it may help with its purpose and function. The Chair asked all Trustees to think about this for January and be ready to discuss.

With regard to the continuing purpose of the Nominations Committee, Mr. Tacit indicated that the benefit of having a Nominations Committee is to ensure that nominations follow the directions included in the guidance letter to the Board, which also incorporates the requirements of the trustee job description. On that basis, he believes that the Nominations Committee should continue in its recruiting role. The President stated that the recommendations in the election report may have been superseded to some extent by the recent approval of the election process by the Board.

8. 2026 Strategic Priorities, Vision, and Mission Statement Considerations.

(Exhibit Z)

The President noted that great work was done with Finley this past year, but it is now time to move to the next steps. In the memo, the prior Strategic Direction statements will be retired from the website and replaced with the strategic priorities, which would then be used for planning purposes and direction for 2026. The COO noted that it would be only the strategic priorities and key actions that would be published.

Mr. Tacit had a question about the suggested motion, and it was updated.

It was moved by Chris Tacit, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees directs staff to review and begin planning to implement the 2026 – 2028 Strategic Priorities and directs their publishing on the ARIN public website.” (2025.12.15.05)

The motion caried, via acclamation.

9. Extension of Special Committee for Strategic Planning and Re-engagement with Finley & Associates for 2026 Strategic Planning Support.

(Exhibit ZA)

The President stated now that there is a strategic plan with strategic priorities, a larger part is how the Board plans their meetings and work plan around these strategic priorities. Finley is eminently qualified to help the Board shape agendas and work plans around the ARIN strategic plan. He lastly noted that this item is budgeted for 2026.

Mr. Tacit noted that to make strategic planning process successful, effort needs to be put into the implementation of the plan.

Mr. Kilmer noted that it is important to continue the work with Finley to codify all the work done and reminded the Board that this was set aside in the budget to prove it was a Board priority.

It was moved by Hank Kilmer, and seconded by Chris Tacit, that:

“The ARIN Board of Trustees approves the continuation of the Task Force Special Committee for Strategic Planning through December 2026 and directs staff to reengage with Finley & Associates for their ongoing support throughout 2026, as presented in the Statement of Work.” (2025.12.15.06)

The motion carried, via acclamation.

The Chair noted that staff would move forward with getting a signed statement of work, to be prepared for the January Board meeting in one month.

10. ARIN Policy Ratification.

(Exhibit ZB)

The community has discussed this policy ratification extensively, with updated language to “current Registration Services Agreement.” The President noted that the current NRPM inclusion of RSA details does not align with the scope of the PDP, this policy would correct that. At ARIN 56, 63 were in favor. The Advisory Counsel and ARIN staff fully support and note that the process was followed.

• Recommended Draft Policy ARIN-2025-2: Clarify 8.5.1 Registration Services Agreement

It was moved by Tina Morris, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees, based upon the recommendation of the ARIN Advisory Council, and noting that the ARIN Policy Development Process has been followed adopts ‘Recommended Draft Policy ARIN-2025-2: Clarify 8.5.1 Registration Services Agreement’.” (2025.12.15.07)

The motion carried, via roll call (7 for, 1 abstain).

11. General Counsel Update.

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

12. Open Action Item List.

(Exhibit ZC)

The President provided an update on the open action item list and noted many items were handled through this meeting.

13. Any Other Business.

The Chair apologized for the lateness of the two items below from the Governance Committee.

• Board Leadership Selection Procedure. (Exhibit ZD) Mr. Tacit noted that the committee has had many discussions regarding Board Leadership Selection. This document is meant as an interim step for keying up the election process and succession planning for the Board, in 2026. The Governance Committee has already taken a few items for action in 2026 and understands that this document would take a back seat to the Charters and fill the gaps where needed.

  It was moved by Chris Tacit, that:

  “The ARIN Board of Trustees approves the Board Leadership Selection Procedure, as presented.” (2025.12.15.07)

  Ms. Morris noted that this document is a work in progress and she is not ready to support the motion. Mr. Tacit noted that it could be used as a guideline for 2026 and work on the document more afterwards. Mr. Seastrom agreed with using informally but not ready to move forward on a formal motion.

  The Chair stated that the Board has agreed informally to use this as a guideline/principle for now, to fill the gap. The motion was abandoned.

• Board Self Evaluation. (Exhibit ZE) Mr. Tacit stated that he would like the Board to move forward with this as he would like to include Mr. Sandiford before his exit from the Board. He also noted for the Board that a self-evaluation is usually done in December and though this is a new evaluation, the Committee feels it is thorough and comprehensive.

  Ms. Morris feels like any past Board members would offer their time even after their departure. Mr. Kilmer and Mr. Seastrom felt that this was not a rush item and could be handled in the new year. Mr. Seastrom would also like their to be space to add additional commentary.

• ARIN Incident Report. The President stated that he had previously provided this incident report to the Board last week but would like the Board to get involved in a detailed review, and proposes this be done through the Risk and Cybersecurity Committee.

  Ms. Morris noted her disappointment with the incidence occurring as she feels that the Board has asked many times about the manual processes checks and balances and was told it was good, so she is interested to see what the next steps are. She would also like to see that the “routing” issues check be integral in the process going forward.

  Mr. Seastrom noted that this was not on his radar and came as a complete surprise but feels it should be included in processes that are audited, manual processes that are internal to the organization and to do proper risk governance for the organization and would like prioritize audits for these processes in the future.

  Mr. Tacit noted his concern and feels that this incident goes to the core of trust of the organization. A large focus should be on communicating to the membership what is being done in real time and what the plan is to fix this incident from occurring again.

  It was moved by Hank Kilmer, and seconded by Ron da Silva, that:

  “The ARIN Board of Trustees receives the Incident report and refers to the RCSC for their consideration and report back in early 2026.” (2025.12.15.08)

  The President noted that a mitigating control has been put in place for now and then the long-term mitigation plans, system improvements will be discussed at the Risk and Cybersecurity Committee. There was a discussion about mitigation and communication by Board and staff. The CXO stated that his team have been working on inventory roadmaps and programs and can give a status update to the Risk and Cybersecurity. Ms. Morris shared that with her day job, they have an automation of history of a block, and this should be using something similar at ARIN. She also stated that she wanted staff to continue to move forward with all mitigation plans and then the Risk and Cybersecurity Committee could also look into mitigation plans, in parallel. Mr. da Silva noted that this is a crisis issue and what communication needs to go out is operational and Board review moving forward are two separate issues.

  The motion carried, via acclamation.

14. Executive Session.

The Board of Trustees entered into an executive session at 5:08 p.m. ET.

15. Adjournment.

There was a motion to adjourn. It was moved by Chris Tacit, and seconded by Nancy Carter. The meeting adjourned at 5:35 p.m. ET.