A meeting of the Compensation Committee of the Board of Trustees convened at 10:54 a.m. on Friday, December 4, 2020, on the Purdue University campus in West Lafayette, Indiana. The meeting was held in Stewart Center, Room 214, to allow for social distancing amid the COVID-19 pandemic. Restrictions were placed on the number of observers in the room, and other members of the media and the public who wished to observe the meeting virtually were provided such instructions. Everyone in the room was wearing a mask.

All committee members were present in person or, where specifically noted, by means of electronic communication pursuant to the Electronic Meeting Policy: Malcolm DeKryger, chair; Michael Klipsch; Gary Lehman; and Don Thompson (virtually). All other trustees were present: Sonny Beck; Michael Berghoff; JoAnn Brouillette; Theresa Carter (virtually); Vanessa Castagna; and Noah Scott (virtually).

Officers and administrators in attendance were: Mitch Daniels, president; Jay Akridge, provost and executive vice president for academic affairs and diversity; Chris Ruhl, chief financial officer and treasurer; Jim Almond, senior vice president, assistant treasurer, and assistant secretary; Steve Schultz, general counsel; Trent Klingerman, deputy general counsel (virtually); Janice Indrutz, corporate secretary and senior executive assistant to the Board (virtually); Ron Elsenbaumer, chancellor of Purdue University Fort Wayne (virtually); and Tom Keon, chancellor, Purdue University Northwest (virtually).

I. APPROVAL OF MINUTES

Upon proper motion made and duly seconded, the Compensation Committee voted unanimously to approve the minutes of its last meeting convened on October 2, 2020.

II. ADOPTION OF PRESIDENTIAL PERFORMANCE METRICS FOR 2020-2021

Trustee DeKryger announced that 2020-2021 would be the eighth year in which a portion of President Daniels’ salary would be put at risk and payable based on performance in the four goal areas of student affordability, student success, fundraising, and operations. Trustee DeKryger indicated that he had discussed with President Daniels the ways in which the global COVID-19 pandemic could affect achievement of the goals, and he discussed the Committee’s proposed metrics, including new metrics for the number of degrees awarded and the number of Polytechnic High School graduates who attended Purdue. He also discussed three significant achievement goals: COVID response success; a major government / defense contract; and extending the tuition freeze for a tenth year.

Chairman Berghoff remarked that the Board periodically reviewed other institutions’ presidential pay programs but had yet to find a better example, and he expressed his belief that Purdue’s program afforded the flexibility to add new initiatives, one of which, he said, would be a goal relative to the forthcoming recommendations from the Equity Task Force. Trustee Thompson offered that flexibility of the program was extremely important and reminded everyone that it was not a bonus system but rather held a portion of President Daniels’ salary at risk pending achievement of the goals. Trustee Thompson said he was pleased that Equity Task Force recommendations would be incorporated into the metrics, which, he said, demonstrated the university’s accountability to the Board.

Upon proper motion duly made and seconded, the Compensation Committee voted unanimously to request full Board approval of the presidential performance metrics for 2020-2021. Supporting materials were filed with the minutes.

President Daniels expressed his appreciation for the Committee’s work with regard to the metrics and said the metrics were about principles, not dollars, and performance was measured by results. He remarked that his presidential assignments aligned with what the Board deemed important for the university’s success, and he expressed his belief that the pay-at-risk program was a good practice in which he was pleased to participate.

III. ADJOURNMENT

By consent, the meeting adjourned at 11:11 a.m.