A meeting of the Compensation Committee of the Board of Trustees convened at 10:04 a.m. on Friday, April 12, 2019, at Purdue Polytechnic Anderson, 1920 Purdue Parkway, in Anderson, Indiana.

All members of the Committee were present: Thomas Spurgeon, chair; Gary Lehman; and Don Thompson. All other trustees were also present: Sonny Beck; Michael Berghoff; JoAnn Brouillette, Vanessa Castagna; Malcolm DeKryger; Michael Klipsch; and Daniel Romary.

Officers and administrators in attendance were: Mitch Daniels, president; Frank Dooley, senior vice provost for teaching and learning; Bill Sullivan, treasurer and chief financial officer; Jim Almond, senior vice president, assistant treasurer, and assistant secretary; Steve Schultz, general counsel; Janice Indrutz, corporate secretary and senior executive assistant to the Board; Ron Elsenbaumer, chancellor of Purdue University Fort Wayne; and Tom Keon; chancellor of Purdue University Northwest.

I. APPROVAL OF MINUTES

Upon proper motion made and duly seconded, the Compensation Committee voted unanimously to approve the minutes of its last meeting on December 7, 2018.

II. ADOPTION OF CONTRACT AMENDMENTS FOR HEAD FOOTBALL COACH

Trustee Spurgeon said the Committee recommended adoption of a second amendment to head football coach Jeff Brohm’s contract; the first contract amendment was approved by the Board at a special meeting convened on April 26, 2018. He highlighted that the second amendment would extend Coach Brohm’s contract through December 31, 2025, then he called upon Trustee Thompson to outline the additional provisions in the amendment.

Trustee Thompson explained that the amendment provided for an increase in Coach Brohm’s annual guaranteed compensation, entitled him to a retention incentive payment for each year he remained coach through 2025, and provided for an additional special incentive payable upon signing the amendment. He stated that, after giving effect to these provisions, Coach Brohm’s compensation would average $5,260,000 over the life of the amended contract, which would rank him in the middle of the Big Ten. Trustee Thompson expressed his belief that the provisions in the amendment were appropriate and consistent.

Upon proper motion duly made and seconded, the Compensation Committee voted unanimously to recommend full Board approval to adopt the second amendment to Coach Brohm’s contract. Supporting documents were filed with the minutes.

III. ADJOURNMENT

By consent, the meeting adjourned 10:09 a.m.