[foundation-board] CKAN Spin-out CEO

Wed Aug 19 10:36:56 UTC 2015

Dear Rufus, Dear Board,

I would like to thank Rufus for his great work so far regarding the
spin-off. As you might remember from our last Board Meeting, I have asked
Rufus to lead this project, and I am very grateful that he brought it to
where it is today. Thank you Rufus!

Of course, I was involved all the time, and I approve Rufus' proposal 100%.
I am particularly happy with our current CEO candidate, Sebastian. I have
known him for more than 6 years now, I worked with him together at
Wikimedia Germany (where, for a while, he was Chair of the Board and
therefor my boss). I have a great amount of trust in his ability to plan
and execute the commercial unit of Open Knowledge. (The fact that I know
Sebastian is the reason why I am not negotiating with him, but leave this
to Rufus, with my final approval).

Once we have agreed on the terms, Sebastian, Rufus and I will meet in
person and discuss our next steps. Going forward, and pending a Board
decision, of course, I would expect Sebastian to report to me, with Rufus
advising both Sebastian and me on strategy and technical decisions.

Rufus and I will keep you updated throughout the process; and, as was
previously agreed, the final decision will lay with you, the Board.

On 17 August 2015 at 12:07, Rufus Pollock <rufus.pollock at okfn.org> 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 PollockFounder and President | skype: rufuspollock | @rufuspollock
> <https://twitter.com/rufuspollock>Open Knowledge <http://okfn.org/> - see
> how data can change the world**http://okfn.org/ <http://okfn.org/> |
> @okfn <http://twitter.com/OKFN> | Open Knowledge on Facebook
> <https://www.facebook.com/OKFNetwork> |  Blog <http://blog.okfn.org/>*
>
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>

-- 
Kind regards

Pavel Richter
CEO
Open Knowledge
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