A meeting of the Compensation Committee of the Board of Trustees convened at 9:41 a.m. on Friday, February 7, 2020, in Room 326 of Stewart Center on the Purdue University campus in West Lafayette, Indiana.

All committee members were present: Thomas Spurgeon, chair; Gary Lehman; and Don Thompson. All other trustees were present: Sonny Beck; Michael Berghoff; JoAnn Brouillette; Vanessa Castagna; Malcolm DeKryger; Michael Klipsch; and Noah Scott.

Officers and administrators in attendance were: Mitch Daniels, president; Jay Akridge, provost and executive vice president for academic affairs and diversity; Chris Ruhl, treasurer and chief financial officer; Jim Almond, senior vice president, assistant treasurer, and assistant secretary; Steve Schultz, general counsel; Trent Klingerman, deputy general counsel; Janice Indrutz, corporate secretary and senior executive assistant to the Board; 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 held on December 6, 2019.

II. APPROVAL OF TECHNICAL AMENDMENTS TO HEAD MEN’S BASKETBALL COACH’S CONTRACT

At the request of Trustee Spurgeon, Mr. Schultz, general counsel, provided an overview of the proposal to amend the university’s contract with the head men’s basketball coach, Mr. Matt Painter. Mr. Schultz noted that the proposed technical amendments had been described in the memo to the Committee that was included in the advance materials for the meeting, together with a resolution to approve the proposed action. Mr. Schultz further explained that the requested amendments made certain changes to Coach Painter’s deferred compensation arrangements, including the implementation of a new mechanism for salary deferral and certain modifications to his existing deferred compensation plans—all to be effective as of January 1, 2020. He pointed out that the new mechanism for salary deferral, a split dollar life insurance program, would, among other things, be more tax efficient for both the university and Mr. Painter. Mr. Schultz reiterated that the technical amendments did not alter the current length of the Coach’s employment term or otherwise affect his overall compensation amounts. Upon proper motion duly made and seconded, the Compensation Committee voted unanimously to recommend full Board approval of the amendments. Supporting materials were filed with the minutes.

III. ADJOURNMENT

By consent, the meeting adjourned at 9:45 a.m.