A meeting of the Executive Committee of the Purdue Board of Trustees convened at 10:16 a.m. on Tuesday, April 17, 2018, in Room 326 of Stewart Center on the campus of Purdue University 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: Michael Berghoff, chairman; Thomas Spurgeon, vice chairman; Sonny Beck; JoAnn Brouillette; and Vanessa Castagna. Other trustees present by phone were Michael Klipsch and Gary Lehman.  Trustee Daniel Romary was physically present.  Trustees DeKryger and Thompson 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); Janice Indrutz, corporate secretary and executive assistant to the Board; Chris Ruhl, senior vice president for strategic initiatives; Mike Cline, vice president for administrative operations; Rob Wynkoop, director of service enterprises and procurement; and Brian Edelman, chief executive officer, Purdue Research Foundation.

I. CALL TO ORDER 

Chairman Berghoff 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.  Chairman Berghoff reminded everyone that, pursuant to the Bylaws, the Executive Committee was authorized to take action on behalf of the full Board.

II. APPROVAL OF LEASE FOR PORTION OF CONVERGENCE BUILDING IN DISCOVERY PARK

Chairman Berghoff stated that the first of three agenda items for this meeting was the approval of a lease for the university’s participation in a new building in Discovery Park called “Convergence.” He noted that all members of the Board had received advance materials describing the background and terms of the lease proposal and then asked Mr. Mike Cline, vice president for administrative operations, to walk the Committee through a more detailed explanation.

Vice President Cline stated that the Committee was being asked to consider for approval a resolution to approve the terms of a lease for a portion of a building in Discovery Park to be developed by the Purdue Research Foundation and known as the Convergence Building, and to authorize the treasurer and other officers to negotiate and finalize the lease.  He explained that, as further detailed in the memo included with the advance materials, the lease would be for approximately 30,000 square feet of space in the five-story building, which would accommodate office and retail space on West State Street and be the first of its kind in Discovery Park.  He outlined the remaining key terms of the lease and said the final definitive agreement would be brought to the full Board for ratification as part of the consent agenda at its meeting on June 15, 2018.  Chairman Berghoff added that the 15-year lease would also require approval by the Indiana Commission for Higher Education. Trustee Brouillette expressed her belief that it was important to get the building underway so that people could see the energy behind Discovery Park and the industry and research collaborations that were expected to spring up there. 

After further discussion, and upon proper motion duly made and seconded, the Executive Committee voted unanimously by roll call to approve the resolution.  Supporting documents were filed with the minutes. 

III. APPROVAL TO EXCHANGE PARCELS WITH THE PURDUE RESEARCH FOUNDATION

Following Chairman Berghoff’s introduction of this second agenda item, Mr. Cline formally requested approval of a resolution to exchange parcels of land with the Purdue Research Foundation to facilitate the Purdue Aerospace Technology Park.  He informed the Committee that this exchange would supplement a similar exchange approved by the Board in August 2016 in connection with the creation of the Purdue Aerospace Technology Park.  He specified that, under this proposal, Purdue would acquire approximately 0.17 acres of land owned by the Foundation in exchange for approximately 15 acres of Purdue-owned land for further development of the area in Discovery Park that had been designated as the Aerospace District. Chairman Berghoff reiterated that this action was part of the overall effort to allow the university to further consolidate parcels contiguous to campus so that they could be used more directly for university purposes, while also consolidating property holdings west of campus in the Foundation’s name to be developed as part of the Discovery Park master plan.

After brief discussion, and upon proper motion duly made and seconded, the Executive Committee voted unanimously by roll call to approve the resolution. Supporting documents were filed with the minutes. 

IV. APPROVAL OF AMENDMENT TO EMPLOYMENT AGREEMENT WITH PRESIDENT DANIELS

Chairman Berghoff reviewed the Compensation Committee’s recommendation on the proposed amendment to the employment agreement with President Daniels, which had been approved by the Compensation Committee at its meeting immediately preceded this meeting of the Executive Committee.  He reminded everyone that the amendment would give effect to an evergreen term following the current term scheduled to expire on June 30, 2020. Thus, President Daniels would continue to serve thereafter until either he or the university gave the other a one-year notice. In addition, President Daniels’ retention incentive would continue during the renewal term at the same rate that was in effect in the final year of his current term. 

With no further discussion, and upon proper motion duly made and seconded, the Executive Committee voted unanimously by roll call to approve the resolution. A copy of the amendment was filed with the minutes. 

V. ADJOURNMENT

By consent, the meeting adjourned at 10:30 a.m.