Nominet members wail as ousted director made CEO

Nominet has been accused of being “tone deaf” to its members’ criticisms after it appointed two staffers to its board of directors and named a recently ousted director as interim CEO.

The .uk registry told members last week that Eleanor Bradley will occupy the corner office “for approximately 6 months” while a permanent replacement for Russel Haworth is sought.

Haworth quit last month rather than face the wrath of members at an Extraordinary General Meeting that shortly thereafter voted to remove Bradley and three other directors from the board.

Bradley has been with the company for many years and was head of registry at Nominet, and seems like an obvious pick for an internal appointment, but members took to social media to express their displeasure.

The EGM was held after a campaign to round up the votes at PublicBenefit.uk, organized by Simon Blackler of Krystal Hosting. Members had hoped to install Sir Michael Lyons and Axel Pawlik on the board as chair and deputy chair.

But Nominet said that its bylaws would not allow directors to be selected this way, and there was no vote on that motion.

Instead, after the vote, relatively new director Rob Binns has taken the acting chair’s job and CIO Adam Leach and company secretary Rory Kelly joined the board from staff.

Binns informed the members of the appointments in a letter March 31 (pdf), which also said that Pawlik has been offered a consulting gig but had declined.

While eating a generous slice of humble pie, assuring members that the EGM was “an opportunity to reset and begin rebuilding the relationship between membership and Nominet”, the plan for the company he outlined was not a million miles away from the plan Nominet had put forward to address members’ concerns under its previous management.

Crucially, Nominet is still backing its non-core security business, which many members believe is an unnecessary diversification that diverted focus from the registry and profits from public benefit causes.

Binns said: “We believe those capabilities are integral to the public benefit we provide, so we want to develop a refreshed structure that protects that capability while addressing members’ desire for Nominet to focus more on its core activities.”

He also backed plans for a Registry Advisory Council, which would have seats for members, and said Nominet will bring back its web-based member discussion forum, which was closed down last year.

His letter contains no mention of reducing prices, one of the five big asks the PublicBenefit.uk campaign made.

Most of the social media reaction to Binns’ letter was negative. Notably, Richard Kirkendall, CEO of Namecheap, one of the largest registrars to publicly expressed its support for the campaign, tweeted:

Quite honestly, your decisions after the EGM and your public statements are absolutely tone deaf. The proposed RAC and the fact that your sticking to the same plan proposed by the previous board is ludicrous.

— Richard Kirkendall (@NamecheapCEO) March 31, 2021

Others had similar points of view, and some speculated that a second EGM may be required to set Nominet on the path the majority of its members appear to want.

Motion to fire five Nominet directors passes in tight vote

Nominet’s members this afternoon voted to fire five of the .uk registry’s directors, including its chair and CEO, in an unexpectedly tight poll.

There were 2,432,105 votes in favor of the motion to fire Mark Wood, Eleanor Bradley, Ben Hill and Jane Tozer, compared to 2,179,477 against, which works out to 52.74% for and 47.26% against.

Members get allotted votes according to how many domains under management they have, capped at 3% of the total cross-membership vote count.

In the end, it appears that the vote was swung by a small handful of larger registrars. Tucows and Namecheap were the largest registrars to say they would vote for the board cull.

Turnout was 53.5% of eligible voters, which I gather is extraordinarily high for a Nominet member vote. The full results are here (pdf).

The original motion also named CEO Russell Haworth, but he quit his board seat and executive role yesterday.

Bradley and Hill, respectively managing director of the registry and CFO, have left the board but keep their staff jobs.

Rob Binns is now acting chair, Nominet said.

The vote took place at an Extraordinary General Meeting held virtually this afternoon, which was called for after 5% of Nominet’s registrar/domainer members signed a petition at PublicBenefit.uk.

The campaign was orchestrated by Simon Blacker of the registrar Krystal Hosting, reflecting growing displeasure among members about Nominet’s strategic direction and lack of member engagement.

After the result was announced this hour, Blackler was quick to hail it as “a watershed moment in Nominet’s history”, saying that it “demonstrates the resolve of the membership to restore its original purpose”, in a letter (pdf) to the “remnant” board.

He went on to call for the campaign’s original two picks for chair and vice-chair replacements — Sir Michael Lyons and Axel Pawlik — to be appointed to the board on an interim basis.

The EGM, which lasted for about an hour, saw directors repeatedly acknowledge and occasionally apologize for taking too long to recognize the breadth and depth of members’ concerns, promising to turn things around.

The key theme to emerge was that the company is now on the same page as its members and is committed to addressing their concerns, but that eliminating almost half of the 11-person board would delay these actions by months.

Wood also reiterated that the threat of UK government intervention is real, should it be perceived that Nominet — a piece of critical infrastructure in all but name — was becoming unstable.

The EGM result was due around 1800 UTC but was delayed by more than three hours, apparently due to the higher than expected turnout.

Nominet boss jumps before he is pushed

With the almost inevitable prospect of being fired by Nominet’s membership this afternoon, CEO Russell Haworth yesterday quit the company.

He will leave both the board of directors and the corner office after a “short transition” and by “mutual consent”, the board announced. Interim leadership will be announced later.

Chair Mark Wood said in a statement: “The board appreciates his decision to step down now at a time when it is clear the company needs to consider its future direction.”

The announcement came a day before Nominet, the .uk registry, holds an Emergency General Meeting called by its membership of registrars and domainers, unhappy with the direction the company has taken over the five years of Haworth’s leadership.

He has faced criticism for diversifying the business outside of core registry services, inflating his own salary, increasing domain prices, ignoring member input, and slashing the amount of money given to public benefit causes.

Wood’s own position is still precarious — the EGM, which came about after a petition at PublicBenefit.uk secured the support of 5% of Nominet’s members, will in a matter of hours consider a motion to fire Haworth, Wood and three other directors.

A second motion, to install two new hand-picked directors who promised to reconfigure the registry’s strategy, did not make the agenda as Nominet says it is not compatible with the company’s own rules on director selection.

With Haworth’s departure evidently some kind of 11th-hour queen sacrifice, Wood made one last public plea to the PublicBenefit.uk campaign, which is led by Krystal Hosting’s Simon Blackler, to back off.

He told members that Nominet has already moved to address many of their concerns: freezing (although not lowering) domain prices, freezing board/executive compensation, donating more profit to worthy causes, and creating new channels for membership engagement. He wrote:

Nominet is not a standard company. It is a membership organisation, and the members need to buy into the company’s strategy. It is clear many do not.

Simon Blackler’s campaign tapped into this discontent, and we have seen his support grow. At the same time, I have also had the opportunity to speak with a large number of members of different types and sizes all around the world. I have heard consistently that Nominet should focus on registry, that they want better member involvement in decision-making, and that more of our financial reserves should be devoted to public benefit activity. That input should set the framework for where Nominet moves next. And the journey should begin at once.

…

With the vote now upon us, I think it no longer really matters which way the result goes. The campaign has had its desired impact, reinforced by the dialogue we have had with so many members. We are all moving in the same direction and aiming to achieve the same objectives.

He went on to double-down on claims that the UK government may exercise its decade-old statutory powers to step in and take over the registry, if it detects the company has been destabilized.

I was not scaremongering in warning that government are also watching developments very closely. The .UK registry and our cyber platforms are key parts of critical national infrastructure, and they cannot be put at risk from internal upheaval at Nominet. We have been questioned in detail about developments and have been told bluntly that the government is dusting off its intervention powers under the 2010 Digital Communications Act. We must tread carefully.

The last-minute olive branch and warning combo is probably not enough to save Wood’s bacon, however.

On Twitter, the PublicBenefit.uk campaign this morning continued to call for “the immediate appointment of Sir Michael and Axel Pawlik”, the two men it backs to become chair and vice-chair respectively.

The members-only EGM will be held at 1500 UTC today. PublicBenefit has secured the support of almost 30% of members’ voting rights, including those of large registrars Tucows and Namecheap, but it only needs a simple majority of those who actually show up to the (virtual) meeting today in order to get its resolution passed. Such meetings are historically lightly attended.

Watch: the exact moment Nominet’s CEO sealed his fate

With Nominet CEO Russell Haworth set to lose his job on Monday, the chain of events that led to his ouster can probably be traced back to a single statement made last year, which was happily caught on camera.

At the company’s Annual General Meeting last September, Haworth announced the closure of the member discussion forum it had hosted on its own web site for many years.

He said the forum was “dominated by a handful of posters, and has increasingly become aggressive and hostile, not least towards our staff”.

The plug was pulled on the site immediately, mid-speech, driving active members into a rage.

One unimpressed member was Simon Blackler, CEO of Krystal Hosting, who later went on to start the PublicBenefit.uk campaign, whose supporters are set to ouster five directors on Monday.

Blackler told The Register recently that the “deliberately spiteful” forum closure was the final straw after years of complaints about Haworth’s leadership.

Here’s the video of Haworth’s speech, cued up to the time-code when he seals his fate:

Restoring the old forum was one of a raft of measures Nominet recently said it would introduce in order to respond to member concerns and stave off the boardroom cull. But that was apparently too little too late.

Stick a fork in Nominet’s leadership. Tucows votes to fire half the board

Tucows has become the latest registrar to say it will vote to fire five of Nominet’s 11 directors, including its CEO and chair, making the success of the ongoing member-driven coup pretty much inevitable.

The company said yesterday that it has already voted for the PublicBenefit.uk campaign’s motion, to be considered at the .uk registry’s Emergency General Meeting on Monday.

Tucows is Nominet’s fourth-largest registrar, with 381,468 domains under management. Its voting rights are capped at 3% of the total.

PublicBenefit.uk now says it has 29.1% of all votes backing its campaign, with 473 members signed up.

Because the threshold to pass its resolution is a simple majority of those who actually turn out to vote on the day, the likelihood of the five directors surviving the EGM are now surely negligible.

The first motion kicks out CEO Russell Haworth, chair Mark Wood, CFO Ben Hill, registry managing director Eleanor Bradley and appointed non-executive director Jane Tozer.

The second, which Nominet refused to put on the ballot, would have appointed two new directors: Sir Michael Lyons, who will serve as chair, and Axel Pawlik, deputy chair. Lyons is a former chair of the BBC Trust, who in 2015 oversaw a review into Nominet’s corporate governance. Pawlik is a former MD of European IP address registry RIPE-NCC.

Both have promised to refocus Nominet by abandoning its attempts to diversify into commercial areas such as cybersecurity, while also reducing .uk wholesale prices and donating more of its profits to public benefit causes.

In throwing its weight behind the resolution, Tucows’ director of domains Ashley La Bolle said in a blog post:

Most registries, but particularly country code registries are, or should be, very profitable operations. A country code TLD is also a public asset and an important component of a nation’s critical infrastructure. The registry should have a narrow and focused mandate, deliver a stable and secure service, operate in a risk-averse manner, and manage costs appropriately. As a public asset, surplus funds from the operation of a registry should be delivered to thoughtful and relevant public benefit initiatives, while also containing and reducing costs for the millions of businesses and consumers that use and rely on the domain names.

It’s the second of Nominet’s top 10 registrars to back PublicBenefit.uk, after #7 Namecheap, which has 201,355 .uk names under management.

The Internet Commerce Association, which represents the interest of domain investors but is not a Nominet member, said it took no position on the resolution, but broadly supported the overarching goals:

The ICA urges Nominet members to support efforts to restore Nominet’s core mission to operate the registry at cost as a not-for profit. Nominet’s management should never raise registration fees beyond what it takes to operate the registry in a prudent manner, with any excess revenue being directed to worthy causes and not to growing the breadth of Nominet’s limited mandate.

Those Nominet members who have pledged support for the board shakeup are being urged to give their voting proxy to Simon Blackler, who runs the registrar Krystal Hosting and initiated the PublicBenefit.uk campaign, before close of business UK time today.

Blackler says that almost all of these members have already voted.

It’s going to take an unprecedented turnout of Nominet’s remaining membership, with the vast majority opposed to the firings, to save these five directors at this point.

UPDATE: This article was updated shortly after its original posting to clarify that Nominet had refused to put the campaign’s second motion on the ballot.

Nominet warns of government takeover as Namecheap backs fire-the-directors campaign

Nominet has raised the specter of a government takeover of the .uk registry, should members vote to oust five of its top directors at an Emergency General Meeting a week from now.

The warning came as part of the company’s anti-EGM publicity, and at a time when the campaign for a Yes vote has passed 25% of eligible votes, with Namecheap becoming the biggest name yet to support the ouster.

In a blog post, the company refers readers back to the Digital Economy Act of 2010, which in part gives the UK government the ability to unilaterally take over .uk, should Nominet seriously mess up:

It means that the government can step in, if Nominet is ever considered unstable or not capable of governing itself.

Removing five directors, including two of the four independents, and pressuring the remaining directors to install candidates outside normal procedures, as the EGM petitioners seek to do, would be a huge step backwards in terms of good governance. We have been warned that instability will be of serious concern to government. We know it would create a scenario which would make intervention more likely.

That part of the Act was brought in because at the time Nominet was perceived to be at risk of capture by domain investors. It has since reformed its constitution to make this less likely.

The current situation could be seen as a replay of the situation 11 years ago, with many of those most unhappy with Nominet’s recent strategy among the domainer community.

The campaign, PublicBenefit.uk, wants to fire five directors including the chair and CEO and replace them with two new appointments who have promised to lower .uk domain prices and direct more profit to public benefit causes.

As of today, the campaign has 429 member signatories, representing 25.1% of voting rights. This is probably enough to pass its resolutions, which call for a simple majority of members attending the EGM.

Namecheap has become the largest registrar so far to sign up. It’s the seventh-largest .uk registrar, with 201,355 domains under management. GoDaddy, 1&1 Ionos, Tucows, and the others in the top 10 are so-far undecided. Google has said it will abstain.

It’s debatable whether the Digital Economy Act applies here. The Act deems that a registry has failed under two quite narrow circumstances:

(a)the registry, or any of its registrars or end-users, engages in prescribed practices that are unfair or involve the misuse of internet domain names, or

(b)the arrangements made by the registry for dealing with complaints in connection with internet domain names do not comply with prescribed requirements.

Do either of those apply to PublicBenefit.uk’s demands? It looks like a stretch.

The EGM will take place March 22, next Monday, and right now it’s not looking great for Nominet’s top brass.

Nominet declares member coup “invalid”

Nominet has stared fighting back against a plot by some of its members to kick out the CEO, chair and three other directors, declaring part of the plan “invalid”.

The PublicBenefit.uk campaign, which currently has the backing of over 17% of members’ voting rights, wants to replace these five directors with two of its own choosing: former BBC Trust chair Sir Michael Lyons and former RIPE NCC managing director Axel Pawlik.

Nominet confirmed yesterday that it will shortly call the demanded Extraordinary General Meeting, as required by its bylaws, and that the resolution calling for the board cull will be voted on.

But it said it cannot allow the second resolution, which would bring in the two new directors, to go ahead. Chair Mark Wood wrote that such a move would be illegal under Nominet’s own rules on director selection:

we have unequivocal advice that the second resolution, seeking to designate Sir Michael Lyons and Axel Pawlik as Directors is invalid and cannot be put before members. We have reviewed this carefully with our legal advisors, and independent counsel, who have all advised us that this is the case. This is because Members may appoint directors only through the elections process specified by our constitution, articles and bylaws, and the maximum number of member-elected Board seats are already filled.

Wood goes on to say that to remove so many key directors and leave their seats empty would be a further destabilizing factor on the company, which runs the .uk registry.

The risk of leaving Nominet rudderless has been a key theme of the company’s response to PublicBenefit.uk since its petition first emerged last month. Nominet wants the EGM request withdrawn.

The campaign, which is fronted by Simon Blackler of Krystal Hosting, tweeted in response:

We sought legal advice before we started and believe both resolutions are valid.

If you’re truly worried about stability resign and appoint the Directors the members want?

The campaign wants a clean slate on the board in order to have Nominet reduce its wholesale prices, rein in its efforts at product diversification, and start returning more of its profits to public benefit causes.

Wood last week committed to pay £4 million to such causes in the first half of this year, double its 2020 contribution and a return to 2016 levels.

Nominet chair eats humble pie to stave off mass board cull

Nominet’s board of directors has outlined a series of changes it plans to make, including freezing its own pay and .uk domain prices, in an effort to avoid a member move to fire half the board, including the CEO and chair.

They’re also going to bring back the late, lamented member discussion forums.

Chair Mark Wood today wrote that Nominet plans to increase the amount of revenue it gives to “public benefit” purposes, which he said will hit £4 million by June, double last year’s amount.

After 2021, the company will donate 10% if its annual revenue to these causes, he said. That would be roughly £4.5 million a year, based on 2020 revenues, and roughly in line with 2015 levels, when the current senior management took over.

He went on to say that .uk registry fees will be frozen for two years. The last price increase went into effect last year after staying in place for four years.

The board won’t bump up its own salaries for two years either, Wood wrote.

The letter is in response to the member-driven move to fire Wood, CEO Russell Haworth, and three other members of the board, over what they see as mismanagement of the company. Currently, 13.6% of member votes — 196 registrars and individuals — have backed an Extraordinary General Meeting to hold this vote. This may be sufficient to successfully oust the targeted directors.

Among the demands of PublicBenefit.uk, initiated by Krystal Hosting, are an increased focus on public benefit causes, lower prices, improved member communications and a reversal of Nominet’s policy of diversification into non-registry services.

Wood thinks the EGM effort is foolhardy, however. He wrote:

Whatever the intention, the EGM proposal destabilises the organisation and, as a result, is not in the interest of members, registrars or registrants. If the EGM initiative achieves its aims, it will leave the company leaderless and facing an exodus of the highly-skilled staff we depend on to maintain the highly complex registry service we provide. It will erode trust and confidence in .UK, which is part of critical national infrastructure, and put Nominet’s independence at risk.

He’s proposing increased transparency of the cyber-security division, a new Registry Advisory Council, and new communication tools for members, including the launch of a “a well-governed next-generation member forum”.

The old forum was shut down last year, and announced (some members think with a certain amount of glee) by Haworth during Nominet’s Annual General Meeting. The forum was overly hostile to Nominet staff, he said at the time.

Wood now says “the decision to close the Nominet Forum, and the way in which this was done, damaged our relationship with some members in a way we had not intended.”

It’s quite a list of concessions from a board that clearly knows it’s on the ropes, but whether it’s enough to change the minds of large enough number of members remains to be seen.

Fire the board! Registrars attempt a coup at Nominet

The registrars are revolting — again — at Nominet.

Members representing 12.2% of the .uk registry’s voting rights have put their names to a call for five of the company’s unelected directors, including CEO Russell Haworth, to be fired and replaced with two hand-picked alternatives.

The plan is to shake up the company by slashing wholesale .uk prices and donating more money to worthy “public benefit” causes.

Nominet has warned in response that such a move would be “highly disruptive to our work and our team”.

The campaign, which can be found at PublicBenefit.uk, was kicked off by the registrar Krystal Hosting, which has about 45,000 .uk domains under management.

Signatories want to call an Extraordinary General Meeting that would vote on kicking out Haworth, along with chair Mark Wood, registry managing director Eleanor Bradley and directors Benjamin Hill and Jane Tozer.

Four elected non-exec directors and two non-elected directors would remain.

A second resolution would replace these directors with former BBC Trust chair Sir Michael Lyons and former RIPE NCC managing director Axel Pawlik, who have both confirmed their interest in the positions. Lyons would be chair.

Only 5% of Nominet’s voting rights — calculated largely from how many domains each member manages — are needed to call an EGM. At 12.2%, the campaign has already succeeded in passing that threshold. It would need 50%+1 of those attending the EGM to actually carry the resolutions.

The campaign claims that Nominet has gone downhill ever since Haworth was appoint five years ago.

It claims that the amount of money Nominet donates to “public benefit” causes has shrunk from £26 million ($35.5 million) in the preceding five years to £9.8 million in the five years since. That’s even while its wholesale prices for .uk domains increased 50% from £2.50 to £3.75 a year.

Director pay has gone up by 70% over the same period, it claims.

The registry also stands accused of frittering away money on acquisitions and pointless diversification into non-core businesses. Krystal founder Simon Blackler wrote:

This is not a VC-backed Silicon Valley startup that needs to take risks, make speculative acquisitions, “pivot” or worry about unnecessary diversifications. This is Nominet, the guardian of the .UK namespace and we’d like it back, please.

A second — and arguably more-important, if you’re a cynic — goal is to get the price of .uk domains to come down. This would reduce the carrying cost of portfolios held for resale by some Nominet members.

In response, Haworth has blogged that “an EGM and change of board at this time would be highly destabilising to Nominet and disrupt a range of fantastic programmes that are currently underway or planned”. He wrote:

I understand that there are frustrations and disagreements about how we run the business, and we are open to looking at those and making any adjustments that are in the interests of the company and the wider stakeholder community we serve. More on that to come.

The company has just approved a pricey multi-year investment in improving the registry infrastructure, he wrote.

The board has also approved a new Registry Advisory Council, which would be made up of members and have the ability to make recommendations on pricing, which could address concerns that Nominet has not been especially responsive to its members, he wrote.

Nominet came under fire last year when it unilaterally closed down the discussion forums on its web site, announcing and executing the move during its Annual General Meeting, saying posters had become “increasingly aggressive and hostile” towards Nominet staff.

At time of writing, 153 Nominet members, including four of the top 20 by .uk domain volume, have signed up to the campaign.

UPDATE: This article was updated 1248 UTC to correct the composition of the board and voting thresholds.