Board Meeting 1/2025 Minutes: Wed 26 Feb 2025 16:00-17:10 EET
Present board members:
- Eric Herman, Chairman (until item 2)
- Barry Abrahamson (Automattic) until item 5
- Kaj Arnö, Chairman (from item 3)
- Todd Boyd (IBM)
- Rohit de Souza, representing MariaDB plc
- Espen Håkonsen (Crayon Group)
- Sergei Golubchik (ex officio as Developer Representative; MariaDB plc)
- Sean Xiang Peng
- Jignesh Shah representing Amazon AWS
- Steve Shaw (HammerDB)
- Michael Widenius (ex officio as Founder; MariaDB plc)
Present observers:
- Barry Abrahamson (Automattic) from item 6
- Jim Zemlin (Linux Foundation), elected in item 6
Absent observers:
- Serguei Beloussov (Constructor)
- Peng Khim (DBS Bank)
- Stanislav Protassov (Acronis)
1. Approval of the agenda
The Chairman opened the meeting and noted the following:
1a. Michael Widenius has requested the election discussions to be private, i.e. not to be minuted publicly. This is in accordance with the initial board meeting decision item 4 on Board Meeting 2/2020, 21 Oct 2020.
1b. Rohit de Souza has tabled a proposal that Kaj Arnö be elected Chairman and Anna Widenius assume the role of Chief Executive Officer.
1c. Jignesh Shah has tabled a proposal to make sure the Board composition is always community oriented by adding/modifying by-laws.
1d. The proposals from Rohit and Jignesh are intertwined with each other and with the agenda items already sent out, as pointed out by Espen Håkonsen. The Chairman asked for a proposal on how to resolve the “deadlock”.
Proposal by Rohit: Let us take the Chairman / CEO proposal first, assuming that board members will accordingly vote on other proposals.
Decision: Proposal approved.
2. Election of new Chairman and CEO
Proposal by Rohit de Souza: Kaj Arnö be elected to the role of Chairman of the Board and Anna Widenius assume the role of Chief Executive Officer:
It is important that the Chairman have deep knowledge of the Foundation, MariaDB plc, the history, the interactions with the community, collaboration with organizations ranging from the distros to organizations like AWS, Microsoft, Alibaba, Huawei and the like. Further, the Chairman must possess the vision, intellect, competence, drive and time, to set the course of the Foundation in context. In my view, there is only one choice from the current members of the Board, and the introduction of an external member at this stage of the Foundations transformation is likely not ideal. This person is Kaj Arnö.
Anna Widenius has been informally operating as the “Operator in Chief”. There is scarcely an event or interaction of any consequence that has not had Anna directly involved in its direction, management and leadership. The Foundation team looks to Anna for direction and leadership. She knows every person on the Foundation team, many of the engineers in the plc and others in Monty’s orbit very well. She has functioned as the glue between the Foundation broadly, the plc, and the community. Finally, in my estimation she possesses the acumen, the discipline, organization and the executive presence to represent the Foundation well.
In addition, Anna and Kaj have an excellent working relationship and this team will be instrumental in the drive to remake the Foundation, have it be more professional and open, and expand its presence and influence in the industry.
We are at a critical point in the transformation of the Foundation and the plc. The opportunity to expand the Foundation’s presence and influence in the industry is enormous. I appreciate your support.
Discussion not minuted publicly, as requested by Michael Widenius.
Decision: Proposal approved. Six board members voting in support, two board members noting that their support would be conditional on terms not yet decided (and thus have to count as a no), one board member abstaining, and one board member not given the chance to vote (as a majority approving the decision had already been achieved).
Eric handed over the Chair to Kaj.
3. Appointment of ex officio directors
Background: The By-laws of MariaDB Foundation note the existence of ex officio directors in Sections 5.02, 5.04, and 6.06. Such directors are appointed, and not elected according to Section 5.04. The recording of the ex officio directors appointed at the establishment of MariaDB Foundation is missing. However, both Michael Widenius and Sergei Golubchik have always been treated as ex officio directors. This should become duly recorded and documented. Our intent is now to reflect how we have been acting since the beginning, confirming our understanding in writing.
Proposal: The Board re-affirms the appointment of Michael Widenius as ex officio director of MariaDB Foundation, noted as Founder. The Board re-affirms the appointment of Sergei Golubchik as ex officio director of MariaDB Foundation, noted as Developer Representative.
The ex officio status is to be noted in each of the Board Meeting minutes prior to their corporate affiliation, e.g.
- Michael Widenius (ex officio Founder; MariaDB plc)
- Sergei Golubchik (ex officio Developer Representative; MariaDB plc)
Decision: Proposal approved.
4. By-laws proposal on Board seats
Proposal by Jignesh Shah: In order to make sure the MariaDB Foundation Board composition is always community oriented, the by-laws are to be amended as follows: The total number of elected board members (including the chairman, but excluding founding ex officio directors Monty and Sergei) that are affiliated (employee, shareholder) of a single commercial/organizational entity is to be restricted to equal or less than 25% of the total seats in the board (today: 10 total elected seats). This will help build trust in the wider community of MariaDB Server for the long term.
Decision: Approved. The CEO is to propose a specific wording for the By-laws to the next Board meeting.
5. Election of Board Directors
Background: The By-laws of MariaDB Foundation state that Directors are elected for a term of two years. The Board has implicitly re-elected directors after their term. A rhythm where half the board is elected yearly is more of an industry practice than all of the board being elected every second year.
Proposal:
(i) The starting date of Amazon’s Board seat, now held by Jignesh Shah, shall be noted as 2024-01-01.
(ii) The starting date of MariaDB Plc’s Board seat, now held by Rohit de Souza, shall be noted as 2025-01-01.
(iii) To establish a yearly rhythm of elections of Board Members, this meeting shall extraordinarily elect a number of Directors for just one year, with the term of 2025-01-01 until 2025-12-31.
(iv) The following persons to be elected for the shortened one-year term of 2025-01-01 until 2025-12-31.
- Todd Boyd
- Eric Herman
- Espen Håkonsen
(v) The following persons to be elected the normal two-year term of 2025-01-01 until 2026-12-31.
- Kaj Arnö
- Sean Peng
- Steve Shaw
Decision: Proposal approved. The change is to be updated to the board composition on mariadb.org, including the current length of term.
6. Election of Board Observers
Background: Observer positions have been used for several purposes at MariaDB Foundation.
Mainly, the observer position is intended for individuals who can strengthen the vision of MariaDB Foundation and contribute to its mission, based on their unique experience.
Given that our By-laws have a limited number of voting positions, but not Observer positions, we have offered observer positions to board members who step down to make their voting position available for candidates which may become available or qualified during the year.
Finally, the Observer position is a stepping-stone in the potential onboarding process towards a voting Board Member position.
Beyond today’s proposal, the Board needs to be further professionalised, and strengthened with representatives of important ecosystem players. We have been in contact with several entities, some of which are in the process of internal approval. We expect further nominations in later board meetings.
Proposal:
(i) Barry Abrahamson, Automattic, to be elected as Observer
(ii) Jim Zemlin, Linux Foundation, to be elected as Observer
Decision: Proposal approved.
The Chairman welcomed Jim to the board. Jim gave a brief overview of his background having served for 20 years as Executive Director of the Linux Foundation.
7. Board Meetings 2025
Upcoming board meetings, all on Wednesdays 17:00-18:00 EET
- Wed 12 Mar 2025
- Wed 21 May 2025
- Wed 3 Sep 2025
- Wed 26 Nov 2025
The CEO to send an extra invite to the Wed 12 Mar 2025 meeting.