[foundation-board] CKAN Spin-out CEO

Mon Aug 17 10:07:21 UTC 2015

Dear Board,

tl;dr: We would like to proceed to sign a "consulting" contract with our
preferred candidate for CKAN CEO asap. Pavel and myself want to *check in
with the Board before proceeding*. (Based on discussion in July this step
is not one that needs formal Board approval)

*I emphasize that further steps including e.g. incorporation of a new
entity will, of course, be subject to Board discussion and approval.*

*Context*

We now have a strong candidate for the role of "CKAN spin-out" CEO. As the
Board will recall this is the first step in the roadmap approved back in
July.

Both I - who have been leading this exercise - and Pavel are very happy
with this candidate (CV is attached). We are in the process of agreeing a
final set of "head of terms" and *I intend to sign a contract within the
next week that would allow the candidate to start with us on 1st September*.

Key points for  the Board

1. W are proceeding on the basis that we are willing to swap equity for
money with future investors (it is possible we only do a loan model but
from discussions it seems like that equity investment will be a preferred
option and this is also important to the CEO since removing this option
would greatly limit his ability to raise money)
2. The CEO will likely get equity as part of the initial deal. We think
this is good as it will align incentives and also reduce up front costs.
The amount of equity is still being discussed but will be < 10%.
3. OKI will be keep a majority (or at least a voting majority) in the
company
4. Engagement of the CEO will be as a contractor consultant until the point
the new entity is actually set up.

I emphasize: at this point no deal with investors is on the table but we
want to outline some parameters now for how that will likely work.

Putting together a full business plan and engaging with investors will be
the first task of the CEO once he is in place. In addition, any investment
deal will, of course, need to be approved by the Board.

Current head of terms (still being negotiated):

- Compensation of 2.5k euros per month pre-raise
- Post-raise aim for an all inclusive salary of 90k euros (Berlin CoL)
[Candidate currently Berlin based but willing to locate anywhere]
- Equity position for CEO pre-raise to be agreed (probably around 2-5%)
(note that, at this point, this will be "notional" in that no new entity
will have been set up. I also note that we will agree reversion clauses
whereby all equity reverts to us if no raise happens in an adequate
timescale)

Regards,

Rufus
-- 

*Rufus PollockFounder and President | skype: rufuspollock | @rufuspollock
<https://twitter.com/rufuspollock>Open Knowledge <http://okfn.org/> - see
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