A meeting of the Compensation Committee of the Board of Trustees convened at 10:01 a.m. on Tuesday, April 17, 2018, in Room 326 of Stewart Center on the Purdue University campus in West Lafayette, Indiana.

All members of the committee were present by means of electronic communication (telephone conference call) pursuant to the Electronic Meeting Policy: Thomas Spurgeon, chair; Gary Lehman; and Don Thompson. Other trustees present by phone were: Sonny Beck; Michael Berghoff; JoAnn Brouillette; Vanessa Castagna; and Michael Klipsch. Trustee Daniel Romary was physically present. Trustee DeKryger did not participate in the meeting.

Officers and administrators in attendance were: Bill Sullivan, treasurer and chief financial officer (by phone); Jim Almond, senior vice president and assistant treasurer; Steve Schultz, legal counsel (by phone); and Janice Indrutz, corporate secretary and executive assistant to the Board.

I. ROLL CALL

Trustee Spurgeon noted that the meeting was duly called in accordance with both the Open Door Law and the Board’s policy on electronic meetings. Secretary Indrutz conducted roll call, which identified that all members of the Committee were present by phone, constituting a quorum.

II. APPROVAL OF AMENDMENT TO EMPLOYMENT AGREEMENT WITH PRESIDENT DANIELS

Trustee Spurgeon announced that the purpose of the meeting was to consider an amendment to President Daniels’ employment agreement. He said the Board of Trustees recognized President Daniels’ outstanding performance as president of Purdue University and, in considering these amendments, the Board was seeking to ensure that he would continue his leadership into the foreseeable future. Against this backdrop, Trustee Spurgeon described the following proposed amendments to President Daniels’ contract: First, his current term would continue as planned until June 30, 2020, after which the employment agreement would enter an “evergreen” renewal term. This meant that President Daniels would remain president of the university after June 30, 2020, until either he or the Board gave the other a one-year notice to terminate the agreement. In addition, President Daniels’ retention incentive would remain in place during the renewal term at a flat rate – specifically at the amount that applied in the final year of his current contract term. Trustee Spurgeon reminded those present that the retention incentive provided that, if President Daniels was employed in his position on June 30 of a given year, he was entitled to the scheduled retention payment.

Trustee Thompson remarked that the university had achieved stellar results under President Daniels. He further stated that he was pleased the university had the opportunity to agree to this extension with President Daniels, who, he shared, was also excited about the opportunity. In response to a question from Trustee Lehman, Trustee Spurgeon clarified that the amount of the retention incentive payment to be received by President Daniels each year he remained president after 2020 would be $300,000, as long as he was president through June 30 of that year. During the discussion that followed, it was pointed out that, although President Daniels had expressed his desire that the retention incentive not increase in the future, the Board reserved the opportunity to increase it.

After lengthy discussion, and upon proper motion duly made and seconded, the Compensation Committee voted unanimously by roll call to recommend Executive Committee approval of the amendment to President Daniels’ employment agreement, a copy of which was filed with the minutes.

III. ADJOURNMENT

By consent, the meeting adjourned at 10:15 a.m. and was immediately followed by a meeting of the Executive Committee.