Nominet to purge £50 million from war chest for good causes as new chair outlines strategy

.uk registry Nominet is to take £50 million ($68 million) it had set aside for acquisitions and instead donate it to public benefit causes, as part of a suite of reforms outlined by new chair Andy Green yesterday.

“We’ve made a clear commitment that we’re about purpose, not profit,” Green said in a short video address to members.

The money is about half of Nominet’s reserve fund, which will be reduced to about £50 million over the next three years. The company also committed to donating at least £5 million a year from profits in future.

While the company has talked a good game about addressing critics’ concerns over the few months since its CEO walked and half its board were fired by angry members, it’s the first big example of Nominet putting some concrete pounds-sterling numbers on its new strategy.

And it doesn’t stop at good causes. The company is scrapping its ambitions to broaden out into domain-adjacent sectors such as security, and will sell off its Cyglass network security business.

“We’ve decided to abandon the idea of building a global cyber[-security] business,” Green told members, in an address that promised to put the registry at the center of everything.

Cyglass lost about £2.2 million in the last six-month reporting period, the company revealed.

Nominet will keep one foot in DNS infrastructure security, where it services the UK government, Green said. That business also currently makes a loss, about £1 million, but is targeted for profitability by 2024.

On the issue of executive and director pay, he reiterated that the company has scrapped an incentive plan that he said was “clearly a misstep”, and noted that his own compensation is lower than his predecessors.

Staff wages will be compared against not only companies in the tech sector, but also other public-benefit concerns, he said.

Domainers and registrars who were hoping Nominet would slash its .uk wholesale fees have less to be cheerful about — Green said that Nominet will instead commit to freeze its prices until 2024.

After that time, the company will take another look and decide whether to raise, freeze, or even lower its fees, Green said.

Reaction from some of the members whose uprising caused the current change of strategy appeared to welcome the changes warmly on social media, while expressing concern that Nominet has not yet picked a new permanent CEO to guide the firm on this new path.

Big names shunned as Nominet names first registrar council members

Nominet has named the first six members of UK Registrar Advisory Council, and I think it’s fair to say there’s a definite tilt towards the grassroots/activist end of the ballot.

Major registrars Tucows, Markmonitor and Web.com (Newfold Digital) were shunned, as members elected Rex Wickham of TwentyTwentyMedia and Arnaud Franquinet of Gandi, both smaller, lesser-known registrars, for two years and one year respectively.

From the mid-to-small registrar segment, two members who had vocally supported the PublicBenefit.uk campaign earlier this year were voted in — Andrew Bennett of Netistrar for two years and Dan Rodgers of Domain Registrar Services for one year.

The independent segment directors will be Susannah Clark, who trades as “Girl Next Door” for two years and Ciprian Cucuruz, Webber Multimedia for one year. Both had run unopposed.

The terms are different length for the first two years so they can be eventually staggered for continuity.

The UKRAC was introduced following the member revolt this March, which saw executives and staff removed and a promised overhaul with how Nominet conducts business and interacts with its members.

The panel will be chaired by member-elected non-executive director Anne Taylor. No date has been set for its first meeting.

Nominet names new chair, slashes exec pay, promises reforms and more boardroom exits

Nominet has named its new chair as former BT Openworld CEO Andy Green, who has already laid out a suite of measures — including more blood on the boardroom floor — to address the barrage of criticisms from members who ousted his predecessor earlier this year.

Green is a serial director, with previous board and advisory positions at over a dozen other companies and organizations, mostly in technology and telecommunications.

Nominet, in announcing his appointment, highlighted that he’s a National Infrastructure Commissioner, chair of WaterAid UK, and vice chair of the Disasters Emergency Committee.

He’s got a foot in both the worlds of internet infrastructure and public-benefit causes, in other words — a CV seemingly ideal for the role at this time in Nominet’s troubled history.

In an email to members last week, Green said:

The EGM in March showed that Nominet has failed over a number of years to sufficiently engage with members about the scope and direction of the company. I start my term as Chairman committed to controlling costs (including executive pay), delivering value to members, restoring Nominet’s reputation for great public benefit work at scale and communicating transparently with members about the future direction of Nominet.

March’s Emergency General Meeting was called by members that Nominet seemed to be acting more as a commercial player rather than a public-benefit member organization, more concerned with branching out into new markets and stuffing its directors wallets than focusing on .uk and giving profits to charitable causes.

The EGM saw members narrowly vote to kick out almost half of the board, including the chair. Then-CEO Russel Haworth had quit just a few days earlier, before he too could be ejected.

Green said he wants to “reset the relationship with members starting now”.

He announced six reviews covering controversial areas including registry fees, executive/director compensation, charitable giving, member engagement and non-core services.

He also said that he expects that, following its Annual General Meeting on September 22, more than half of the board of directors will comprise people who were not in place prior to the March EGM.

By next year’s AGM, the board would be “substantially replenished”, he said.

Executives are also getting a battering — Green announced that Nominet has closed its long-term incentives scheme, “which will mean significantly reduced remuneration overall for senior executives”.

The company has named another new director, Eva Lindqvist, who as new chair of the board’s Remuneration Committee will oversee who gets paid what.

Pirate Bay founder among candidates for Nominet advisory council

Nominet has opened up the voting for its inaugural UK Registrar Advisory Council, and there’s at least one eyebrow-raising candidate.

Peter Sunde, who founded the Pirate Bay file-sharing web site and served time for copyright infringement, has put his name forward to be one of six members who will ultimately serve on the council.

The UKRAC is a new creation of Nominet, part of its effort to make peace with members who conducted a coup in March.

The council will comprise two members from the larger registrars, two from the medium-small registrars, and two independents/domainers.

Sunde has put himself forward as a member of the small-medium category, through Sarek, one of two registrars he’s known to be involved in.

He recently told DI that ICANN won’t give Sarek a formal accreditation in the gTLD space because the org is worried that he’ll be a “pain in the ass”.

He told Nominet members he is “from the activist community” and has a love for “the influence that comes with being a registrar”.

He’ll be competing for a seat with an eclectic array of other hopefuls.

There’s Lesley Moody MBE, managing director of AES Digital, who I think it’s fair to say is a much more establishment figure, focused as much on the responsibilities of members to the company as vice versa.

Likewise, Benedict Addis of the Registrar of Last Resort Foundation is also on the ballot. He’s a security guy and former UK cyber-cop, who has for a long time been a voice of law enforcement in the ICANN community.

One of Addis’ proposers, Andrew Bennett, is also standing in his own capactiy. He’s from Netistrar and has been a vocal critic of Nominet over multiple administrations for well over a decade.

Rounding out the ballot of Sunde’s opponents are John Richards of Watchet Web Design, Dan Rodgers of Domain Registrar Services Ltd and Stephen Yarrow of Driver Information Systems.

In the large registrar category the nominations are Arnaud Franquinet of Gandi, Ashley La Bolle of Tucows, Prudence Malinki of MarkMonitor, Barbara Sher of Register.com (part of Newfold Digital) and Rex Wickham of TwentyTwentyMedia.

In separate blog posts today, La Bolle and Wickham have both expressed support for the PublicBenefit.uk campaign that led to the current Nominet reforms.

In the independent registrar category, which is for members who are accredited mainly to register names more cheaply for their own use, the candidates are relative newcomer Ciprian Cucuruz of Webber Multimedia and Susannah Clark, who does business as “Girl Next Door” and expresses skepticism that the UKRAC is much more than a Nominet PR exercise.

Given they’re the only two candidates for the two available seats, they both appear to be shoo-ins.

The election will be run using a single transferable vote system, with each member getting a single vote unrelated to the size of their .uk installed base. Voting closes July 22 and results announced a few days later.

The full list of candidates and all their personal statements can be found here (pdf).

Nominet throws money at member-chosen charities

Nominet is to make up to £600,000 ($830,000) a year available to charities nominated by its members.

The upcoming GiveHub platform comes as part of the .uk registry’s ongoing effort to appease members who believe the company has not being doing enough to live up to its public interest mandate in recent year.

Nominet said yesterday that it will make up to 10 grants available each month, up to a total value of £50,000.

Recipients will be nominated by members and vetted by a panel of five volunteer members. They’ll have to be UK-based registered charities “whose work aligns with our commitment to making the world more connected, inclusive and secure”, Nominet said.

GiveHub is expected to launch for a six-month pilot on August 2 and Nominet is currently looking for volunteers to serve on its grants panel.

The move comes a few months after a huge shakeup of the company caused by a member revolt that narrowly saw half of its board of directors, including its CEO and chair, culled amid calls for lower prices and more money given to good causes.

Nominet had committed £4 million to public benefit in the first half of this year, double the amount it has been giving for the last few years under previous management.

No more acquisitions for Nominet

Nominet isn’t in the market for buying up other companies any more.

The .uk registry said today that its board of directors has dissolved its mergers and acquisitions committee, which means no more deals in the rapidly consolidating domain name space for the foreseeable future.

The company said the board has “agreed to a proposal to dissolve the M&A Committee in recognition that this type of activity is unlikely to form a central component in the corporate strategy moving forward.”

It’s also dissolved its Cyber Advisory Panel, which looked for potential business opportunities in the internet security space.

The moves come a couple of months after member pressure forced the resignation or sacking of five members of Nominet’s board, including its CEO, in part because of a perception that diversification was harming the core .uk domains business.

But a spokesperson confirmed that the M&A ban is “across the board”, including core and non-core sectors. The decision may be revisited in future, but there are no plans to do so right now.

The PublicBenefit.uk campaign that forced the change of strategic direction had also called for lower .uk prices, more profit sent to public benefit causes, and for greater member engagement.

At its May board meeting, Nominet also agreed to an as-yet-unspecified pricing promotion, an emphasis on public benefit contributions in its budget, and the creation of a UK Registry Advisory Council.

A call for applications for seats on this Council will go out next week.

CentralNic wins .london back-end deal from Nominet

CentralNic today announced that it’s taking over back-end registry operations for .london.

It’s taking over from Nominet, which has run the technical aspects of the registry since 2016 when MMX dumped its registry business.

The contracted registry is London & Partners, the marketing arm of the London mayor’s office.

CentralNic is based in London, whereas Nominet, which runs .uk and .wales, is based in nearby Oxford. Original registry MMX was based in the British Virgin Islands.

.london currently has about 51,000 domains under management, down from a 2018 peak of about 86,000.

Anger as Nominet rejects coup’s pick for chair

.uk registry Nominet has rejected its members’ favorite for chair of the board, causing no small amount of irritation among those who backed last month’s boardroom coup.

Company acting chair Rob Binns yesterday told members that Sir Michael Lyons, who headed a review of Nominet a few years ago, will not be asked to be chair, after they failed to reach agreement on terms.

The company has posted an application form (pdf) for would-be chairs.

It seems Lyons was only looking for a short-term gig to help transition Nominet to a new operating model in line with the demands of the PublicBenefit.uk campaign, but Nominet wanted a commitment of at least three years.

Binns wrote (pdf) to members:

After much careful consideration, the Board has decided not to invite Sir Michael to be acting Chair. There was much in common between the current path the board is committed to, and Sir Michael’s view. However, the Board wants and needs a long-term Chair appointment to steer the company’s future and that did not align with Sir Michael’s conditions. We did explore a non-executive director seat but it was clear Sir Michael did not want such a role.

Binns had previously informed members their pick for deputy chair, Axel Pawlik, had also declined a consulting role at the registry.

Lyons and Pawlik had been put forward, with their cooperation, as replacement directors in last month’s Emergency General Meeting, which saw chair Mark Wood and three other directors fired by a slim majority of member votes.

CEO Russell Haworth resigned from both his executive and board roles shortly before the EGM rather that face the vote.

While PublicBenefit’s effort to slash the board almost in half was successful, a second motion to install Lyons and Pawlik did not make it to the agenda, with Nominet’s previous leadership claiming it broke company rules on member-selected directors.

Both Lyons and Pawlik signed a letter to Nominet yesterday expressing disappointment that they failed to come to an agreement and dripping with grim foreshadowing of future member action.

It (pdf) reads a little like a preemptive told-you-so.

We do not believe that you are currently in a strong enough position to begin recruiting new board members or a new CEO. Both require clarity about future mission and stability.

…

From the very beginning of our discussions, I have consistently underlined my concern to avoid a continuing period of uncertainty or to inherit a divided board, trying to fight the battles of the past. I wish you well with the task you have taken on.

The PublicBenefit campaign, spearheaded by Simon Blackler of the registrar Krystal Hosting, wants Nominet to eschew the diversification of its recent years under Haworth and return to its domain name registry roots, with lower wholesale prices and more money returned to public benefit causes.

The remaining board, under Binns and now supplemented by two newly appointed members of Nominet’s executive suite, has put forward a plan that addresses some of the campaign’s concerns, but many members do not believe quite enough humble pie has been eaten yet.

Members were angered last week when head of registry Eleanor Bradley, one of the ousted directors, was made interim CEO, a move one member today described as “taking the piss”.

Today, most of the member sentiment on social media has been critical of Nominet’s post-EGM choices, with rumblings of a second EGM to finish off the job.

But there was some appreciation that Nominet has been heavily engaging in discussions on Twitter today, which marks a switch from the pre-EGM hands-off approach to member engagement.

The company will hold a members-only meeting on Friday morning to discuss its plan for the future and, unlike the EGM, listen-only passes for the media appear to be available.

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.