PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      3b 
SPECIAL ORDER 
Date of Meeting   September 13, 2016 
DATE:    August 31, 2016 
TO:     Port of Seattle Commission 
FROM:    Ted Fick, Chief Executive Officer 
SUBJECT:  Port CEO Board Membership for National Truck Protection Co., Inc. 
ACTION REQUESTED 
Request Commission authorization for the Chief Executive Officer to become a Board
Member of the National Truck Protection Co., Inc.
SYNOPSIS 
The Port's Chief Executive Officer (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. Considering that all three conditions will be met, this memorandum requests
approval by the Port Commission. 
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. 

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
August 31, 2016 
Page 2 of 2 
(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
independent check also occurred, and based upon the research that was done,
no conflict of interest was found.
(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.
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 ACTION 
None 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
August 23, 2016  Briefing to Commission regarding Port CEO Board
Membership for National Truck Protection Co., Inc.