PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      7g 
BRIEFING 
Date of Meeting     August 23, 2016 
DATE:    August 12, 2016 
TO:     Port of Seattle Commission 
FROM:    Ted Fick, Chief Executive Officer 
SUBJECT:  Port CEO Board Membership for National Truck Protection Co., Inc 
SYNOPSIS 
The Port's CEO Ted Fick has been invited by the National Truck Protection Co., Inc.
(NTP) to become a member of their board of directors. The CEO employment agreement 
with the Port allows for this to occur provided the entity has no business activity with the
Port, the CEO uses personal time and/or Paid Time Off, and that the membership does
not occur in the first two years of the CEO's employment with the Port.
BACKGROUND 
The CEO's Employment Contract with the Port contains the following language: 
" during the term of this Agreement the CEO may on his own time (e.g. after close
of business or during Paid Time-Off), serve as a member of a board of directors of a
non-profit or for-profit entity; provided, (i) that no service on a for-profit board
shall occur in the first two years of this Agreement; (ii) that the CEO shall not serve
on any for-profit board of directors for entities doing business in aviation, real
estate, warehousing, maritime or logistics, or otherwise doing business related to
Port activity; and (iii) that prior to accepting such appointment, the CEO shall
obtain approval of the Commission." 
The CEO pledges to meet these requirements as follows:
The CEO will use his own personal time either after the Port's close of business or 
during Paid Time Off to serve in this added capacity as a member of the board. This
board work would occur approximately four times per year and will not require the
Port to incur any travel or other expenses. 
(i)     The CEO's membership with the board will not commence until September
29, 2016 which is two years after the effective date of the Port's employment
agreement that was effective on September 29, 2014.
(ii)    NTP's business focus is with truck dealers and owners to provide them
warranties. NTP's business focus is unrelated to the Port's business. The
legal department sees no conflict of interest, and the procurement department
has checked  that the Port does not transact business with NTP.  An 

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
August 12, 2016 
Page 2 of 2 
independent check also occurred, and based upon the research that was done,
no conflict of interest was found (report is attached).
(iii)    Should the Commission approve this request, this third provision will have
been met. Only after such approval will the CEO enter into agreement with
the NTP.
It is noted that the CEO had earlier been a member of a board of directors of United
States Distilled Products; however, he relinquished that membership earlier, with the
intention of waiting to consider board memberships until the initial two year employment
provision with the Port ends September 29, 2016.
NTP is a for-profit company based in New Jersey and is a leader of extended service
contracts (such as extended warranties) that are primarily sold to truck dealers who sell
new and/or used trucks. The work related to the board membership is paid $25,000 per
year and 1.25 percent equity in NTP.
ATTACHMENTS TO THIS BRIEFING 
Report by Russ Perisho 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
None.