Board Meeting 1/2022: Wed 20 Apr 2022 16:00-17:15 EET

Present board members:

Eric Herman, Chairman
Michael Widenius, MariaDB Corporation
Sergei Golubchik, MariaDB Corporation
Max Mether, MariaDB Corporation
Todd Boyd, IBM
Barry Abrahamson, Automattic (from item 2)
Espen Håkonsen, Visma (until item 3)
Steve Shaw, Intel (observer until item 3)
Xiang Peng, Alibaba (observer until item 3)

Absent board members:

Qinglin Zhang, Tencent

Observers:

Parikshit Savjani, Microsoft (present from item 2)

Absent observers:

Mark Stockford, ServiceNow
Serguei Beloussov, SIT

Additionally, as non-voting secretary:

Kaj Arnö, CEO, MariaDB Foundation

1. CEO update (15:05-15:35)

The Chair gave the word to the CEO, who asked whether anybody objected to him recording the CEO update for internal use. Nobody objected.

New sponsor SIT https://mariadb.org/new-sponsor-sit/ (Serguei Beloussov, also Parallels and Acronis; webinar with Vicentiu happening right after BoD meeting)
Disruption https://mariadb.org/we-stand-with-ukraine/
Fosdem first weekend of Feb, a bit of fatigue of offline conferences
Security Minifest took place 6 Apr 2022
A Framework of How We Work – good progress on role division within the team
One person resigned since last meeting (Robert Bîndar)
Raises concluded for most employees during 2022 – to adjust for inflation, higher expectations, a global job market (competitive salaries have risen and are still above our averages)
Raises given have an impact on our budget
Raising matters now 1onMany; CEO welcomes active 1on1 discussion prior to next BoD meeting

There is a very loose coupling between user base and finance tidal waves. Potential, yes, but we are not taking advantage of it.

A financial tidal wave could and should be all EU governments. We should approach them, asking what we can do together to increase adoption of FOSS databases, and get sponsorship to enable us to hire managers.

Here, we are not bound by not selling features, not selling services, not offering timetables, treading on Corporation toes, having complex “lead generation”
Remaining problem is “sales commissions” (for people closing deals)
New opening: Ideas by Serguei Beloussov
Current sponsors are exceptional (“similar” ones are few)
Ambition level: 1m → 3m → 6m / year

Wave candidates

Education (“MariaDB University Program”)
Governments / Geography
Programming languages / dev environments / WordPress
Analytics
Cloud
BI project scraping web for trends (Wikipedia et al.)

Mapping the goals to scenario budgets. These are hard to give descriptive and intuitive short names, without guiding the thoughts too much.

scenario Cautious (do not rock the boat, Corporation-friendly, continue with 500k€/Y from Corporation),
scenario Friction (we take AMZN, unknown what Corporation will do, will depend on Board decision); still not scenario Worst case (open discord between board members, efforts spent at legal issues and rebuilding what currently still works),
scenario Expand 1-2-3 (doing more – on top of either Cautious or Friction)
undoubtedly, use of funds will depend on degree of harmony with Corporation (more efforts subject to doubling / competitive efforts, not less)

Feedback by the board: Kaj to prepare a baseline budget (including headcount) with options. Include thinking on hiring a fundraiser, with the support of Serguei Beloussov (plus thinking on commissions / compensation).

2. Decisions and discussion on Board Composition (15:35-15:50)

2a. Qingling Zhang (Tencent) unanimously moved to Observer status from Voting member status, according to the expectations decided and documented on https://mariadb.org/board-member-expectations/

2b.Steve Shaw (Intel) and Xiang Peng (Alibaba) unanimously elected as Voting members.

2c & 2d. Decided that a team consisting of Eric, Monty and Todd as members and Max as reviewer will draft a proposal of changes to the Board Member Expectations document, and if necessary, the Bylaws, related to the expectations on how to become an observer and how to progress from observer to voting member. Proposal to be sent out to Board by 20 May 2022, in time for the next Board meeting. Possibly include thinking on an Advisory Board / Strategic Council, and on openness of board meetings with regard to recording.

3. Decision on the establishment of an EU subsidiary foundation (15:50-16:05)

Proposal: The CEO to be mandated to establish an EU subsidiary foundation as noted in Aspirational goal C1.2, with the purpose of simplifying EU tax issues and enabling work doable only as an EU entity (of which there was a case last year, for which we needed special arrangements – see tentative goal O2.3 EU Horizon / Edge and A1.6 Gaia-X).

Decision: The CEO was given the mandate to establish one or two EU subsidiary foundations, one of which in Romania. The exact implementation of the establishment to be approved by the Chairman, as legal detail questions are likely to remain. Maximum budget for expenses for the two foundations: 50k€ (without further Board approval). The motion was passed such that every voting board member was in favour, except Sergei Golubchik, who abstained.

4. Decision on how to decide on AMZN (16:05-16:15)

We discussed how to agree on the process by which the Foundation is to resolve the issue related to AMZN and the ethical concerns raised by Max Mether. Our Chairman Eric has started an email discussion with the Ethical Committee, but the Ethical Committee has not yet come together.

Decision: The Ethical Committee (Eric, Barry, Espen, Sergei) and Max plus any Board member who is interested, to meet twice on Wed 11 May 2022 and Wed 18 May 2022, same time as this BoD meeting. Arguments pro and con to be entered into the GDoc already used by the Ethical Committee. Actual decision to be made at the next BoD meeting 25 May 2022.

5. Next meetings

These BoD meetings were set:

Wed 25 May 2022, same time as this BoD meeting
Wed 7 Sep 2022, same time
Wed 16 Nov 2022, same time