[foundation-board] CKAN Spin-out CEO

[Jane Silber]

Hi Rufus -

Not sure what sort of feedback you're looking for (if any), but this 
looks reasonable to me.  A couple questions for thought:

- what will term of the contract be? I'm wondering about timings should 
the fundraising take longer than expected

- is the transition to post-raise CEO guaranteed in the initial 
contract? Again, I'm wondering about the (hopefully unlikely) situation 
in which Sebastian isn't the right person to carry the spinout forward.

- have you agreed performance targets for the initial period? (e.g., 
amount raised, by when, in exchange for what equity). I am less 
concerned here about the personnel mgt of Sebastian himself but rather 
what's the commitment of OKF to this venture.  For example, what are we 
investing (in Sebastian, in travel, in marketing, in a roadshow, in 
business planning, etc) and how will we bound/measure whether this 
initial phase is working/has worked.

thanks,
Jane




On 17/08/15 11:07, Rufus Pollock wrote:
> 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 Pollock**
>
> **Founder and President | skype: rufuspollock | @rufuspollock 
> <https://twitter.com/rufuspollock>**
>
> **Open Knowledge <http://okfn.org/>- s**ee how data can change the world
>
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-- 
Jane Silber | CEO | Canonical
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