[foundation-board] [TIME-CRITICAL] Options re Near-Term Structure of Engagement of the ED / CEO

[Rufus Pollock]

Hi All,

Exec summary: Karin (and I) are requesting approval from the board to
proceed with either of 2 options for the engagement of the ED candidate
(depending on what we (OK) can agree with him). Option 1 involves him
signing now to be a UK employee from the 1st June and being a contractor
until then. Option 2 involves him signing an agreement now to be a UK
employee from 1st September and a contractor (full time from 1st June)
until then. In both cases he would be announced as our CEO as soon as
possible. If we hear nothing in the next 18h we will assume we are good to
proceed.

Following the selection of Pavel Richter for the ED / CEO role, Karin with
support from myself has been leading on the negotiation with Pavel over the
last 4 weeks. This has proved a slightly more drawn out process than
anticipated because of issues around location. Here are the key points:


   -

   Pavel is based in Berlin at present (and his partner works there too)
   -

   There are reasons why Pavel should be in the UK:
   -

      We only support UK based employment and our CEO should be employed
      -

      [Not actually relevant but originally considered so] If UK is our
      central hub our CEO would need to be here. However, there is uncertainty
      about where - if anywhere - we will have our physical “Hubs” so
this point
      can be left for the present (though we would aim to look to look
into this
      as it may intersect with employment location question)
      -

   We want to get him on board as soon as possible


Since it is a significant - and potentially costly - matter for Pavel to
relocate immediately (given family etc) it seems sensible to allow for some
deferral a) to allow for the “Hubs” question to be addresses b) so that if
he does relocate it can be done in the most efficient way for him, his
family and us.

Based on discussions so far the 2 options on the table are:


   -

   Option 1: he signs UK employment starting 1st june and is a contractor
   from now until then (1st June because he has other engagements to wrap up
   before he can be full time)
   -

      We waive current clause in our contract about no more than 1m outside
      the UK and leave to him how much time he spends in UK in the
initial 3-4m .
      -

      What’s the issue: Pavel is concerned that because he may not be
      working in the UK or residing in the UK, even if he pays
national insurance
      there could be an issue with getting health treatment in Germany during
      this initial period in case of a medical emergency. He could try to pay
      health-care in Germany but that would possibly raise flags and
he/we would
      then be paying in 2 places at once. There is also a - minor
issue - for us
      that depending on where pavel actually spends his time for these
few months
      we may pay social security in the wrong country.
      -

   Option 2: he signs now UK employment starting 1st september and is
   contractor until then (full-time from 1st June and part-time before that).
   -

      The concern: it would be normal for the CEO to be a full-time
      employee and not a contractor.
      -

      How does it look to staff (if they found out), funders and so on.


Rufus and Fiona’s preference in order from this set is:


   -

   option 1 with Pavel funding and managing health-care and social security
   questions
   -

   option 2
   -

   option 1 with OK funding additional monies and complexity (and further
   delay in signing).


Pavel prefers option 2 and thinks it is not an issue being CEO and
initially being a contractor: this can be presented - and honestly - as a
transitional setup as we resolve location, and we can always seek to grant
him signing rights if needed. I tend to agree but I am not an expert. It is
also the case that option 2 saves some money and (very minor) legal risk.

What is being asked of the Board: are you happy with either option as a
form of engagement - and therefore can Karin and I proceed in closing on
one of these (in the next day or so).

I note that I met with Pavel and went through these options with him. He
has a strong preference on Option 2 (he is quite concerned about how to
sort out the health insurance question easily and appropriately). However,
if Option 1 were the only option I think it would be possible (though
possibly involving some additional expenditure and some additional
discussion with him).

Regards,

Rufus
-- 

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