Report from the Board
Openness, Adoption, Continuity: You’ve heard me repeating our mantra like a broken record. Today is the next episode – and the theme du jour is about our Board Meetings, which we have minuted publicly on https://mariadb.org/bodminutes/ since October 2020.
At last Wednesday’s Board Meeting, we made quite a few important decisions – let me draw your attention to them in this separate blog entry.
Ex officio: Michael Widenius and Sergei Golubchik
First, we properly documented the special role of our founding Board members, Michael Widenius and Sergei Golubchik.
Monty and Sergei have been on the Board from Day One, with the intention of remaining there without having to be formally re-elected according to normal election statutes. This intention was so far passed down to new board members through oral tradition, and is now written down in our board meeting notes.
We apply the formal term ex officio member for Monty and Sergei, where Wikipedia (https://en.wikipedia.org/wiki/Ex_officio_member) notes that “an ex officio member is a member of a body (notably a board, committee, or council) who is part of it by virtue of holding another office.“
In the case of Monty and Sergei, they don’t exactly hold another office, except being founders.
So what exactly did we decide?
The Board re-affirmed the appointment of Michael Widenius as ex officio director of MariaDB Foundation, noted as Founder, and the appointment of Sergei Golubchik as ex officio director of MariaDB Foundation, noted as Developer Representative.
Our by-laws give them the same rights and duties as elected board members, without the need of being re-elected after the two-year board membership term.
Annual meeting clean-up: Election of the Board
Second, we made another move in the direction of being explicit. The by-laws of MariaDB Foundation state that Directors are elected for a term of two years. The last few years, the Board has implicitly re-elected directors after their term. Now, we cleaned this up, so that the exact term of every board member is duly noted.
We established a rhythm where half the board is elected yearly at the first board meeting, and thus extraordinarily elected a number of Directors for just one year. For 2025, we re-elected the three longest-serving board members Todd Boyd, Eric Herman, and Espen Håkonsen. For the full term of 2025-26, we re-elected Sean Peng and Steve Shaw, and elected myself, Kaj Arnö.
Finally, we also wrote down the starting dates of the corporate board seats – with the Amazon AWS seat, filled by Jignesh Shah, being for 2024-25 and the MariaDB plc seat, filled by Rohit de Souza, being for 2025-26.
Election of new Board Observers
Third, we elected two new Board Observers.
- Barry Abrahamson stepped down from his voting Board seat and continues as an observer.
- Jim Zemlin, the Executive Director of Linux Foundation, joined our board as an observer. This is obviously quite significant news for MariaDB Foundation, and we will get back to this in due course.
Strengthening the Foundation through advice by important constituencies will remain a priority of ours throughout the year, so stay tuned.
New Chairman, new CEO
Fourth – or, chronologically first during the meeting – we made a leadership change.
I am transitioning my role to be Executive Chairman, providing the overall leadership vision for the transformation of the Foundation and expanding the Foundation’s presence and influence in the industry.
Anna Widenius is taking over the operational leadership as CEO. She has already been informally operating as the “Operator in Chief”, making things happen at events, in marketing, between individuals both internal and external to the Foundation.
This proposal by Rohit is noted down in some detail in the minutes.
Let me take the opportunity to thank Eric Herman for his many years serving as our Chairman, and congratulate Anna on her new role as CEO.
Finally, in my new role, I will remain involved hands-on in furthering our goals (remember the Six Goals for 2025 from our January update!). That’s the reason for the prefix “Executive”, meaning that I continue to be involved from a day-to-day perspective.
Updating the By-laws
Fifth, we noted the need for updating our by-laws, to make sure the MariaDB Foundation Board composition is always community oriented. We want to avoid conflict of interest, especially with regard to MariaDB plc. Based on a proposal from Jignesh, we will work out specific changes to the by-laws such that total number of elected board members (excluding founding ex officio directors Monty and Sergei) that are affiliated with a single commercial entity is to be restricted to at most 25% of the total seats in the board. The intent is to help build trust in the wider community of MariaDB Server for the long term.
There is more to come
Anyone having read the notes from the last Board meeting of 2024 will know that we set up a Coordination Committee “with a mandate to make a proposal for a deeper collaboration with MariaDB plc, acknowledging the unique role of the MariaDB plc for MariaDB Foundation and MariaDB Server.” The Board did not have time to consider the proposal last week, so we’ll have a follow-up meeting next week.