Meeting of the ARIN Board of Trustees

Miami, Florida

Attendees

• Nancy Carter, 2025 Chair and Treasurer
• Tina Morris, 2025 Vice Chair
• Dan Alexander, Board Trustee
• John Curran, President & CEO
• Ron da Silva, Board Trustee
• Peter Harrison, Board Trustee
• Lee Howard, Board Trustee
• Hank Kilmer, Board Trustee
• Robert Seastrom (RS), Board Trustee
• Chris Tacit, 2025 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

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

Ms. Carter welcomed all to Miami and the Board meeting. She welcomed new Board Trustee, Lee Howard. She noted that he has a Board buddy, Ron da Silva, and has participated in onboarding. She then asked about any changes to the agenda and there were none. She called the meeting to order at 9:31 a.m. ET.

2. Election Chair.

The President opened the nominations for the position of Chair. Chris Tacit nominated Nancy Carter, and Rob Seastrom seconded. The President asked Nancy Carter if she would serve if elected. Nancy Carter stated she would serve and accepted the nomination.

The President called for further nominations. There were none. Nancy Carter was elected Board Chair via acclamation.

3. Selection of Officers

• Vice Chair. The Chair opened the nominations for the position of Vice Chair. Rob Seastrom nominated Tina Morris. Lee Howard seconded the nomination. The Chair asked Tina Morris if she would serve if elected. Tina Morris stated she would serve and accepted the nomination.

  The Chair called for further nominations. There were none. Tina Morris was elected Board Vice Chair by acclamation.

• Secretary. The Chair opened the nominations for the position of Vice Chair. Ron da Silva nominated and Rob Seastrom seconded Chris Tacit. The Chair asked Chris Tacit if he would serve if elected. Chris Tacit stated he would serve and accepted the nomination.

  The Chair called for further nominations. There were none. Chris Tacit was elected Board Secretary by acclamation.

• Treasurer. The Chair opened the nominations for the position of Treasurer. Lee Howard nominated and Dan Alexander seconded Hank Kilmer. The Chair asked Hank Kilmer if he would serve if elected. Hank Kilmer stated he would serve and accepted the nomination.

  The Chair called for further nominations. There were none. Hank Kilmer was elected Board Treasurer by acclamation.

4. Non-Disclosure and Conflict of Interest Disclosure Review.

The President asked the staff to step out. The General Counsel provided an attorney-client privileged briefing and provided materials to the Board. It was noted that each Board member reviewed every other Board member’s respective conflict-of-interest declaration and posed clarification questions as needed.

5. Board Fiduciary Responsibility Overview.

(Exhibit A)

The General Counsel provided a presentation to the Board Trustees on their essential duties: monitor management’s performance, monitor ARIN’s financial status, and exercise fiduciary duties. These duties include duty of loyalty and duty of care. He also spoke to Trustee Standard of Care and business judgement, Trustee due diligence, and the Volunteer Travel policy. The President reiterated that the Board Trustees should be sending a brief written report after they have attended a meeting when on behalf of ARIN. Mr. Tacit had a clarifying question about receiving a quote for a travel service from staff that is over the $5,000 review limit requiring senior level approval. It was noted by the CHRO that if a quote is received over the listed amount, ARIN staff are already aware, and the person can move forward with the purchase of the travel service. Mr. Harrison asked about reporting on attendance at meetings for Board education purposes, and the President reiterated that the level of the sharing of information and communication should be open and broad, but for reporting purposes to ARIN, to keep it simple. There was a broad discussion on what is expected when attending meetings on behalf of ARIN. The Chair recommended adding a standing item on Board agendas that covers conversations on ARIN travel.

The General Counsel walked through Trustee liability issues, which includes the actions which may result in personal liability. He noted of high importance antitrust laws and provided guidance. The Chair asked to recirculate the antitrust presentation that was previously given to Trustees. It was also noted that the Risk & Cybersecurity Committee has a review of ARIN’s liability insurance as part of their annual tasks.

The Chair called for a break at 10:42 a.m. ET. The Chair reconvened the meeting at 11:00 a.m. ET.

6. Consent Agenda

• Approval of the Minutes of December 15, 2025. (Exhibit B)
• Volunteer Code of Conduct and Volunteer Performance Guidelines. (Exhibits C, D, E)
• ARIN Board Standing Rules and Board Committee Standing Rules. (Exhibits F, G)
• 2026 Compliance Training. (Exhibit H)
• ESG Annual Update Memo. (Exhibit I)
• 2026 Election Calendar. (Exhibit J)

It was moved by Peter Harrison, and seconded by Ron da Silva, that:

“The ARIN Board of Trustees approves the Consent Agenda, as written.”

The Chair asked for any discussion. There was none.

The motion carried via acclamation.

7. Authorization of the Treasurer to Approve Future Commitments.

Authorization of the Treasurer to Approve Future Commitments. The Chair stated that this is done annually and stated as an example approving a hotel contract for an upcoming meeting that is not in that fiscal year.

It was moved by Lee Howard, and seconded by Chris Tacit, that:

“The ARIN Board of Trustees authorizes the Treasurer to approve expenses beyond the current budget year as long as they are reasonable and consistent with expenses that have typically been included in ARIN’s budget and activity plans.”

The Chair asked for discussion. There was none.

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

8. ARIN Board Committee Charters.

The President noted that with the updated ARIN Board Standing Committee Rules, these charters have been updated to reflect those accepted rules. The Chair noted that the charters are more concise.

• Compensation Committee. (Exhibit K)

It was moved by Tina Morris, and seconded by Rob Seastrom, that:

“The ARIN Board of Trustees accepts the Compensation Committee Charter, as presented.”

Mr. Howard was confused if the compensation committee was actually doing specific work. The President clarified that the committee does have specific duties delegated to them, but any other work that came up would become an item to be considered by the full Board.

The motion carried via acclamation.

• Finance Committee. (Exhibit L)

It was moved by Nancy Carter, and seconded by Ron da Silva, that:

“The ARIN Board of Trustees accepts the Finance Committee Charter, as amended.”

Mr. Tacit pointed out an issue in the numbering and formatting.

The motion carried via acclamation.

• Nomination Committee. (Exhibit M)

The President noted that this charter was not streamlined along with the others as this committee works differently.

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

“The ARIN Board of Trustees accepts the Nomination Committee Charter, as amended.”

Mr. Tacit noted a small editorial change.

The motion carried via acclamation.

• Governance Committee. (Exhibit N)

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

“The ARIN Board of Trustees accepts the Governance Committee Charter, as amended.”

The Chair noted an item to be removed in proposed charter.

The motion carried via acclamation.

• Risk and Cybersecurity Committee. (Exhibit O)

It was moved by Ron da Silva, and seconded by Dan Alexander, that:

“The ARIN Board of Trustees accepts the Risk and Cybersecurity Committee Charter, as presented.”

There was no further discussion.

The motion carried via acclamation.

9. Appointments of Board Members to Standing Committees and Other Roles.

The Chair stated that this agenda item was discussed during executive session.

It was moved by Lee Howard, and seconded by Hank Kilmer, that:

“The ARIN Board of Trustees approves the establishment of their 2026 Committees, appointing the following Board Members, as follows:

• Compensation Committee: Nancy Carter (Chair), Tina Morris (Vice Chair), Hank Kilmer (Treasurer)
• Finance Committee: Hank Kilmer (Treasurer), Rob Seastrom (Vice Chair), Chris Tacit, Lee Howard
• Governance Committee: Chris Tacit (Chair); Dan Alexander (Vice Chair), Peter Harrison, Ron da Silva
• Risk and Cybersecurity Committee: Ron da Silva (Chair); Dan Alexander (Vice Chair), Rob Seastrom, Lee Howard
• Nomination Committee: Peter Harrison (Chair), Rob Seastrom (Vice Chair), Chris Tacit
• Special Committee for Strategic Planning: Nancy Carter, Chris Tacit, Peter Harrison, Tina Morris
• Board Election Officer: Ron da Silva
• NRO EC Observer: Nancy Carter

The motion carried, via acclamation.

10. Board Leadership Succession Process.

(Exhibits P, Q)

Mr. Tacit stated that this process was previously presented at the December 2025 meeting. He noted that the Governance Committee has been working on this document with the understanding that this is a starting point and could be updated as needed. Additional documents would need to be updated, and this would be used as supplemental.

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

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

Mr. Kilmer feels that there are some items that are still not needed and that the process could be further edited. He feels that the Board should not tie themselves down but does feel like the overall approach is solid. Mr. Howard felt a bit disenfranchised as he felt he was being told that as a new Board member he was being told there are things he could not do. Ms. Morris feels that this needs work to be more of a guideline and less structured. Mr. Kilmer asked about specific wording on the role of Secretary and where it intersects with the Governance Committee and would need to be simplified.

Mr. da Silva noted that there was a robust conversation about this being a recommended path instead of a mandatory path. He would prefer accepting the document as is, to see how it works this year in practice, and then go back to the Governance Committee for future work, especially with how long the work has been ongoing. Mr. Howard asked whether any procedure needs to be adopted by the Board or can the Board just put it into place. The Vice Chair noted her discomfort with adopting the proposal as a formal document. Mr. Tacit agreed that this topic needs further work and is open to Trustees giving the Governance Committee suggestions and work moving forward.

The President said he was in favor of the idea that the Board would get together in August and put together the January slate. He noted the document itself seems far heavier and unnecessary. Ms. Morris agrees with the President. Mr. Harrison noted that one of the issues that the Governance Committee has is that guidance is provided by the Board to the Governance Committee to prepare a document. When it comes back to the Board, it is sent back to the Committee and work on the document cannot be concluded in a timely manner. Mr. Tacit agreed with a suggestion that Mr. Harrison made to have the document sent back to the Governance Committee for further work and then it would call a meeting to which the full Board could attend. Mr. Tacit stated that there needs to be a mechanism to get the new Trustees thoughts. Mr. Kilmer feels this document says it should be done this way, instead of being more open, and would need to be changed every year. He also feels that each work item that the Governance Committee is working on are large items and do require a lot of time and could be done in chunks. Ms. Morris feels that there may be a thought to abandon the motion and work on the process to become more informal. Mr. Tacit feels that there should be at least a guideline but understands the document may need to be broader.

The Chair noted that the direction for the Governance Committee is that the document should be more lightweight in Section B and should be closer to a one-page document, a process document without policies, and feels that the Governance Committee could lean on the ARIN staff. The President does feel that there needs to be clarity and is happy to have staff support a revised document.

Mr. Tacit withdrew his motion with the consent of the body. The General Counsel agreed to present a draft of a new Board Leadership Process document to the Governance Committee at least two weeks before its February meeting. The Committee would then consider the contents of that document before calling for a meeting open to all Trustees.

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

“The ARIN Board of Trustees approves the Board Self-Evaluation Questionnaire, as presented.”

Mr. Tacit asked that this questionnaire be administered quickly, if approved. The President asked if it was the intention for it to be attributed or anonymous, and there was a discussion. It was agreed that the information would be aggregated and not attributable but that the General Counsel’s office would administer and analyze the data.

There was a discussion about splitting apart past and forward-thinking Leadership questions and how the role is going and it was determined that the questionnaire really focus on the past year and that there were spaces to write in information, if need be, on the current leadership.

Mr. Howard appreciated the good work by the Governance Committee on this item.

The motion carried via acclamation.

11. Nomination Committee, 3rd Party Review, and Criteria Threshold.

(Exhibits R, S)

The Chair stated that questions came up during the December meeting, and with the outcomes after the elections last year. The General Counsel went through a quick history of how the Third-party evaluation of ARIN nominees came about. He noted that there was a question from the Board about what the threshold is by the Board where someone is not suitable for the slate. He stated that the staff suggests being more explicit in the guidelines that are shared with the Third-party evaluator specifically on reputational harm to ARIN.

Ms. Morris feels that it is more than just reputational harm but should also consider physical harm, and notes that lack of a criminal conviction that may prevent someone from standing for election does not mean it did not happen, but they may have pled down, and this could be part of a larger issue.

Mr. Harrison stated that there is conflict because of the lack of communication between the Election Officer and the Third-party evaluator and the Nomination Committee Chair. The President stated that at present, there is no member of the Nomination Committee who has any background check information on any member of the Board. The CHRO stated that part of the process is that the CHRO and General Counsel will review the Third-party reports and if there is a material issue with a candidate, the Election Officer will be involved in the review of this information, which includes the relevant background check information.

The General Counsel stated that staff is working on a Board Election Officer job description to help with this issue. He also noted that, in the past, this background check information would be brought to just the CHRO and General Counsel but that changed in the last cycle to include the Election Officer in this review should a material issue arise. The CHRO noted that the guidance needs to be more specific for the Third-party evaluator based on the Board’s recent feedback.

The President asked if the Board directs the General Counsel to proceed this way, would it help provide clarity to the CHRO and General Counsel to allow them to evaluate reputational risk in background check material. The General Counsel did not want to restrict the community’s ability to cast a vote, dictated by the ARIN staff, but such guidance would be helpful.

Mr. Tacit approves focusing the application of eligibility criteria on documented information and thinks it is important to keep focus on patterns but that the document does not address potential harm to others, so he suggested adding it. Mr. da Silva gave a financial example on being settled out of court and hopes that this would point to a possible pattern. He then asked what the decision process was after deeming the risk too high.

There was significant discussion around what are the thresholds with the Third-party evaluator right now.

The General Counsel reminded everyone that there are no qualifying AC and NRO nominees, they are just on or off the slate. Mr. Tacit stated that he feels that the Nomination Committee should be informed of some nominees that were rejected so that if they reapply, the Committee is aware.

Continuation of the discussion on the AC and NRO members could possibly follow in the future. Mr. Alexander is fine with starting slow but wants to know if a community member brings forward something about an AC or NRO member, is there the availability to do a background check. The General Counsel noted that it is not in the election procedure but that can be modified if the Board chooses.

It was agreed that the General Counsel’s office would proceed with the suggested guidance as part of the evaluation criteria with the Third-party evaluator.

The Chair called for lunch at 12:45 p.m. ET. The Chair reconvened the meeting at 1:33 p.m. ET.

12. Management Continuity & Succession Planning.

• Succession Profiles: The President presented that a succession profile has been done for every senior position at ARIN and these profiles includes continuity and long-term succession readiness.
• Standard Operating Procedures: The President stated that a Standard Operating Procedure (SOP) has been done for every senior position which includes company reporting structure, leadership responsibility, and routine meetings.
• Lessons Learned from COO and CXO Sabbaticals: The President stated that two sabbaticals have now been taken, the first with the COO and now the CXO. They both went well but as always there were some lessons to be learned. One such example was determining that one person should be used as a designee instead of splitting responsibilities among many. He also noted that it was easier with an SOP in place and it will now become a standing task to maintain one’s SOP. Lastly, he mentioned that each senior position should hold meetings with their succession designee so that they are prepared when needed to step in.

13. ARIN 56 Ombudsperson Memo and Report.

(Exhibits U, V)

The CHRO gave a brief history of ARIN’s ombudsperson services. The memo highlighted some areas to provide enhancements following the previous ARIN meeting. She noted that enhancements have previously been implemented at the ARIN meetings based on Hinton’s previous reports. She noted that Hinton has done a great job and feels that the meetings are run very well. However, there are some Hinton recommendations that ARIN is unable to incorporate due to the way the ARIN meetings are run.

Mr. Tacit stated that in the report there was a suggestion about filling “dead air” while tallying votes during policy and wanted to know what that meant. The CHRO noted that the Communications Director is working with her team to find ways to combat the “dead air” and not using jokes when votes are being tallied.

Mr. Howard noted that it may be helpful to have an explanation of why speakers at the microphone are being asked for their name and affiliation.

Ms. Morris stated that she appreciates that there is only one moderator and thinks that the Communications Director does an excellent job but feels that we should have a back-up in case of emergency. The CXO assured everyone that the department deputy is being considered for this, and it was agreed that this individual should take on some of the moderating at the upcoming ARIN meeting.

Mr. Kilmer appreciated the feedback from Hinton and feels that the enhancements will help new participants become more engaged. The CXO noted that the Communications Director conducts an ARIN Policy meeting orientation a few weeks prior to the official ARIN meeting, and that the communications team is working with Hinton to join that orientation. The Chair noted that there were some tough goals listed in the report that would be hard to achieve.

Mr. Howard pointed out that the participation statistics may be skewed as the number of people in the room who can participate is smaller than the number of people attending. The President encourages the Board to think about ways to get more engagement. Mr. Seastrom asked Board members how reticent they are to go to the microphone, which also leads to skewed data.

14. 2025 ARIN RSD Audit Report.

(Exhibits W, X)

The CXO stated that every two years an outside company comes in to perform an audit of the Registration Services Department. They review all documentation and workflow steps and provide an analysis of the structure. After an audit of tickets, they did not find any out of compliance with NRPM and they found that the department continues to run efficiently. He noted the steps that ARIN has been taking, based on the recommendations from the auditor.

The President noted that ARIN has been using Baker Tilly as the auditor but will be sending out an RFP for the next cycle. He also noted the recent incident that occurred and was reported to the Board. He noted that because of this incident, ARIN staff will be working with the Risk and Cybersecurity Committee regarding current registry structure and mitigating resulting risks, but he understands the Board would also like to hear an option for more substantial registry development effort and staff prepare a proposal for consideration for April. A discussion ensued on the breadth of the incident, the process, without protective controls.

15. 2026 ARIN Board and Committee Meeting Calendars.

(Exhibit Y)

The COO presented the dates being held for 2026.

• Board Face to Face Meeting Dates and Locations
• Committee Calendars
• August Retreat Location

The Chair asked for all Committee Chairs to review the dates presented for committee meetings and report back and then ARIN staff would move forward calendaring. It was noted that staff has been asked to look at Banff, Alberta, Canada for the August retreat location.

16. Open Action Item List.

(Exhibit ZA)

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

The Chair called for a break at 2:53 p.m. ET. The meeting reconvened at 3:15 p.m. ET.

17. ICP-2 Update.

(Exhibit Z)

The General Counsel provided a brief update on the ICP-2 RIR governance review.

18. General Counsel Update.

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

19. Any Other Business.

The Chair asked for any other business. There was none.

20. Executive Session.

The Board entered into executive session at 4:05 p.m. ET.

21. Adjournment.

The Chair called for a motion to adjourn. It was moved by Chris Tacit and seconded by Rob Seastrom. The meeting adjourned at 5:23 p.m. ET.