Board Meeting 2/2025 Minutes: Wed 12 Mar 2025 16:00-16:55 EET

Present board members:

  • Kaj Arnö, Chairman 
  • Todd Boyd (IBM)
  • Eric Herman
  • Espen Håkonsen (Crayon Group)
  • Sergei Golubchik (ex-officio as Developer Representative; MariaDB Corporation)
  • Sean Xiang Peng
  • Jignesh Shah, representing Amazon AWS
  • Steve Shaw (HammerDB)
  • Rohit de Souza, representing MariaDB plc
  • Michael Widenius (ex-officio as Founder; MariaDB Corporation)

Absent observers:

  • Barry Abrahamson (Automattic) 
  • Serguei Beloussov (Constructor)
  • Peng Khim (DBS Bank)
  • Stanislav Protassov (Acronis)
  • Michal Schorm (Red Hat)
  • Jim Zemlin (Linux Foundation)

1. CEO first impressions

The Chairman opened the meeting by asking the CEO for first impressions on the two weeks since she was appointed CEO. 

The CEO noted that the transition has been remarkably smooth, thanks to strong support from the Chairman and the team. She described the experience as both effortless and highly energizing, particularly given the pivotal moment at which she has assumed the role. The newly established partnership with MariaDB plc is unlocking significant opportunities, and she expressed enthusiasm about collaborating with the plc team to shape and implement long-envisioned initiatives.

In practice, she highlighted her participation in the plc team lead meeting in Finland, where she worked closely with the new VP of Engineering and the Product Management team. Their discussions focused on aligning processes, particularly regarding code contributions. This collaboration provided valuable insights that she is now using to refine the Q2 objectives in line with the six strategic goals previously defined by the Board.

2. Election of Board Observer

Proposal: Michal Schorm, Red Hat and Fedora, to be elected as Observer

Decision: Proposal approved unanimously and Michal welcomed to the Board.

3. Memorandum of Understanding with MariaDB Plc

Background: As mandated by the Board meeting 4/2024, a Committee was appointed “who can work hands on and coordinated by the CEO, with people representing plc, with a mandate to make a proposal for a deeper collaboration with the plc, acknowledging the unique role of MariaDB plc for MariaDB Foundation and MariaDB Server.” The committee and other board members have met and worked out a set of basic principles, which have been detailed in a suggested Memorandum of Understanding (enclosed in Attachment A).

Proposal: The Board to endorse and approve of the Memorandum of Understanding attached to this Board Meeting.

The Board to separately decide on two other items at this Board meeting, Open Source Qualified Leads and Officer Financial Interest Transparency.

Decision: Proposal approved with nine votes for and one abstained vote. 

4. Formal recognition of “Primary Code Contributor”

Background: As part of Board meeting 2/2022, MariaDB Foundation established the concept of the Primary Code Contributor. This was defined as “the code contributor of MariaDB Foundation that, during the past two years, has contributed the most code to MariaDB Server”, as determined annually by the end of March, based on statistics on the source code. 

Record: Based on the code contribution statistics for 2022, 2023, and 2024, the Board formally recognises MariaDB plc as the Primary Code Contributor for all three years.

5. Decision: Forwarding of Open Source Qualified Leads (OQLs)

Background: The Primary Code Contributor concept as decided in the Board meeting 2/2022 does not grant any special privileges to its holder. Also, there are other ways to contribute to MariaDB Server and MariaDB Foundation, than by code. That said, the level of commitment demonstrated by the Primary Code Contributor can reasonably justify certain privileges, particularly in the area of exclusive lead forwarding.

To date, little has been done in this area. Since 2018, web visitors who have completed their download of MariaDB Server have been automatically redirected to a landing page https://mariadb.com/kb/en/postdownload/, where they are encouraged to create an account with MariaDB.com “to receive download release notifications, product updates and more”. 

Proposal: MariaDB Foundation to award OQLs to MariaDB Corporation based on download statistics, web statistics, telemetry, and activities at both online and offline events and conferences – provided that the Corporation retains its status as Primary Code Contributor, as assessed annually by the end of March. 

Regarding mariadb.org and downloads, OQLs will be defined in alignment with the existing scarf.sh model (“Open source usage analytics for sales & marketing intelligence”), a semi-industry-standard practice showcased at the State of Open conference in London in February 2025. 

Furthermore,  the current practice of forwarding of downloaders to a landing page in the MariaDB.com documentation will continue, under the same conditions and, over time, be integrated with scarf.sh. 

Additionally, the CEO is mandated to explore and implement reciprocal Call to Action initiatives, where mariadb.org promotes mariadb.com and vice versa.

Discussion: Eric noted he would welcome a decision by which the possibility is retained to award OQLs to multiple entities.

Sergei noted that he has during Board meetings earlier on presented the idea to create a measurement of contributions that spans across both monetary contributions and code contributions.

Jignesh concurred with the notion of potentially awarding the OQLs to several entities.

Monty noted that we do not know what current and future sponsors would value.

Rohit suggested adding a clause to express that the Foundation will review this clause from time to time, depending on the contributors and sponsors.

Decision: Proposal approved unanimously. MariaDB Foundation is from time to time to revise the conditions for lead forwarding.

6. Decision: Officer Financial Interest Transparency

Background: Last Board meeting, Kaj Arnö was elected Chairman and Anna Widenius was elected CEO. Also at the last meeting, a motion was passed, by which the number of elected Board members (including the Chairman) affiliated with any single entity must not exceed 25 % of the Board seats. These two decisions were made to harmonise the need for leadership (as expressed by Rohit in his proposal) with the need for lack of conflict of interest (as expressed by Jignesh in his proposal). However, the intent of the combined decision – in other words, the disclosure of the compensation structure of the persons involved – was not documented, due to the time set out for the meeting having ended.

Proposal: The Board notes that MariaDB Foundation is fully aware and supportive of both the Chairman and the CEO having a financial interest in MariaDB Corporation, however not having an employment relationship. With MariaDB Foundation being their employer, it is the intent and interest of the MariaDB Foundation that they are seen and portrayed as executives of MariaDB Foundation. To underline the day-to-day working aspect of his role, the Chairman is requested and recommended to use the title Executive Chairman.

Decision: Proposal approved unanimously. 

7. Decision: Changes to the Bylaws

Background: At the last Board meeting, it was decided to update the Bylaws based on Jignesh’s proposal regarding the number of board seats held by members with financial interests in a single sponsor—primarily affecting MariaDB Corporation.

Additionally, at the same meeting, Monty expressed his desire for the Founding ex-officio members to have the right to appoint their successors.

Proposal: Article V: Board of Directors, Section 5.02 Number: Qualification to be amended with the italicised sentence as follows:

In addition to any ex-officio members as prescribed under these By-Laws, the Board shall consist of up to ten (10) elected members (collectively, the “Directors,” and individually, a “Director”). Each election of a new Director shall never increase the share of Directors who are employed by, or hold a shareholder interest of more than 1 %, in any individual sponsor to more than 25%.

Section 5.04. Election and Term of Office to be amended by adding the following sentence at the end: “Any ex officio Directors appointed as “Founder” or “Developer Representative” shall have the right to appoint their successors. Such appointments must be reconfirmed and recorded in the minutes of a subsequent Board meeting, unless vetoed by at least 80 % of the present voting Board Members.”

Decision: Proposal on Section 5.02 approved unanimously. Proposal on 5.04 to be iterated with input from in particular Monty, Jignesh, Sergei, and Rohit.

8. Decision: Changes to the Committees

Background: Given the reshuffling of the Chairman and CEO roles, and with Barry no longer being a voting member, we need to reappoint the Operating Committee and Ethical Committee members. As noted in Board Meeting 1/2019, the goal of the Operational Committee is “to give a formal role to those Board members who are tightly involved as advisors to the CEO on a near-day- to-day basis” whereas the Ethical Committee “is to include the Chairman, and at least two Board members, without any two having a similar set of connections of interests, be that employment or shares“, with the intent that “the Ethical Committee can be approached by anyone who feels MariaDB Corporation or any other Foundation member is given undue favours, or the management is perceived to act unethically.”

The current Operating Committee has been Eric as chair plus Espen, Monty, Steve, and Sergei.

The current Ethical Committee has been Eric as chair plus Espen, Barry, and Sergei.

Proposal: The CEO proposes the following members.

Operational Committee: Kaj as Chair plus Espen, Monty, Steve, and Sergei.

Ethical Committee: Kaj as Chair plus Eric, Espen, Steve.

Decision: Proposal approved unanimously.

Chairman to ask Jim Zemlin for interest in participating in the Ethical Committee.

CEO and Chairman to explore the feasibility of Committee membership not to require voting membership on Board (given that Section 7.01 of the By-laws currently note that “The Board may appoint, from among its members, an Executive Committee and other committees…”

The Board noted that it is an aspiration to share the burden amongst Board members so as not to overload individual board members with several Committee appointments.

9. Decision: Appointment of Treasurer and Secretary

Background: At the Board of Directors Meeting 1/2019, the roles of Treasurer and Secretary were assigned to then-CEO Kaj Arnö. These positions now require new appointments.

As outlined in Section 6.09 of the By-laws, the Treasurer serves as the Chief Financial Officer of the Foundation. Given the practical financial responsibilities associated with this role, it is advisable from a governance perspective for it to be held by a separate individual. The CEO has experience of working with Camilla Zilliacus for several years. The CEO therefore recommends appointing her as Treasurer.

The Secretary, as defined in Section 6.08 of the By-laws, is responsible for attending all Board meetings, recording votes, and maintaining meeting minutes. These responsibilities have traditionally been handled by the CEO, and there is no compelling reason to change this arrangement.

Proposal: Camilla Zilliacus to be appointed as Treasurer. However, attendance at Board meetings is not a requirement for the Treasurer, as representation may be delegated to the CEO. 

Anna Widenius, in her role as CEO, to be appointed as Secretary.

Decision: Proposal approved unanimously.

10. Any other business

Discussion: Jignesh asked the Executive Chairman whether the MariaDB Adoption Index as introduced in the blog entry This month in MariaDB Foundation: Feb 2025 (https://mariadb.org/this-month-feb-2025/) is intended to be recomputed on a monthly basis.

Kaj noted: Yes, it is meant to be evaluated and published monthly, once the beta status of the formulas are agreed and the GitHub actions are coded. We encourage your feedback on the definition of the MariaDB Adoption Index, as described in the above blog entry.

11. Board Meetings 2025

Upcoming board meetings, all on Wednesdays 17:00-18:00 EET

  • Wed 21 May 2025
  • Wed 3 Sep 2025
  • Wed 26 Nov 2025

Attachment A: Memorandum of Understanding between MariaDB Foundation and MariaDB plc

Whereas:

i. MariaDB Foundation (the “Foundation”) and MariaDB plc (the “Corporation”) are separate legal entities with independent boards.

ii. The Foundation and the Corporation share a joint interest in the adoption and further development of MariaDB Server.

iii. The Corporation is the owner of the MariaDB trademark. The Foundation controls the trademarks MariaDB Server, MariaDB Foundation and the mariadb.org domain.

iv. The Foundation treats its code contributors and financial sponsors equally.

v. The Corporation employs the developers who contribute more than 90% of the code of MariaDB Server

The parties have agreed on jointly pursuing mutually aligned overall goals as follows:

  • Adoption: Community growth by maximizing the number of users of MariaDB Server.
  • Openness 1: Strive to maximize the number of contributions to MariaDB Server code and documentation by developers not employed by the Corporation.
  • Openness 2: Strive to simplify the software engineering processes of MariaDB Server.
  • Continuity 1: Strive to support the business of the Corporation, as the Primary Code Contributor MariaDB Server code.
  • Continuity 2: Strive to support the long-term sustainability of the Foundation.

Given this, the parties have agreed as follows:

  1. Code Review Collaboration:
    The Corporation uses its best efforts to provide reviews of MariaDB Server code contributions within a reasonable time as needed.
  2. Documentation Contributions:
    The Corporation and Foundation jointly ensure that documentation (Knowledge Base) contributions are easy to make and appropriately reviewed. The Corporation shares view statistics of documentation with the Foundation, on the level of individual article views by month, on request of the Foundation. 
  3. MariaDB for Universities Program:
    The Corporation will release basic training materials for noncommercial use under the CC BY-NC-SA 4.0 license ([Link: https://creativecommons.org/licenses/by-nc-sa/4.0/]) and grants the Foundation the rights (consents) to use the MariaDB trademark in the “MariaDB for Universities Program” designation.
    • Once the training materials are released, the Foundation shall launch the “MariaDB for Universities Program”, with the primary goal to further the usage of MariaDB Server as a sample relational database in academic lectures in universities, and the secondary goal of giving all MariaDB developers and users access to quality training materials when learning RDBMS concepts, SQL syntax and DBA skills 
    • The Foundation shall release the lecture materials on GitHub in an open format (such as markdown) and facilitate the creation of an active community of contributors to the training materials.
    • As the Corporation retains copyright to the training materials under the “NC” clause of Creative Commons, any commercial usage requires an agreement with the Corporation.
    • The Foundation shall facilitate the establishment of such agreements by forwarding all leads exclusively to the Corporation.
    • Use of the materials by established academic institutions shall not be deemed commercial.

Signed and Dated:

This Memorandum of Understanding is executed and published as an Attachment to the Foundation Board Meeting Minutes, Wednesday 12 March 2025.

For MariaDB Foundation:

Anna Widenius
CEO		For MariaDB plc:

Rohit de Souza
CEO