A meeting of the Compensation Committee of the Board of Trustees convened at 8:40 a.m. on Friday, October 1, 2021, in Room 326 of Stewart Center on the campus of Purdue University in West Lafayette, Indiana. Everyone in the room was wearing a mask amid the ongoing COVID-19 pandemic.

All committee members present: Malcolm DeKryger, chair; Michael Klipsch; Gary Lehman; and Don Thompson. All other trustees were present: Sonny Beck; Michael Berghoff; JoAnn Brouillette; Theresa Carter; Vanessa Castagna; and Mark Gee.

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; and Janice Indrutz, corporate secretary and senior executive assistant to the Board.

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 August 6, 2021, and an executive session convened on September 16, 2021.

II. DETERMINATION OF PRESIDENTIAL PERFORMANCE AT-RISK PAY FOR 2020-2021

Trustee DeKryger stated that, consistent with previous years, one-third of President Daniels’ salary had been put at-risk and made payable based on his performance in four metrics categories; the metrics and related objectives for 2020-2021 were approved by the Board at its meeting on December 4, 2020. Trustee DeKryger remarked that President Daniels had done a very good job, and he outlined President Daniels’ achievements in the four metrics categories as follows: student affordability (goal 20%, achieved 22%); student success (goal 25%, achieved 23%); fundraising (goal 25%, achieved 33%); and operations (goal 30%; achieved 30%). Trustee DeKryger summarized that President Daniels had earned 108% of his at-risk salary and recommended that he be paid the at-risk portion of his salary in the amount of $232,470.

Trustee Klipsch stated that President Daniels’ performance during the unprecedented pandemic year was “phenomenal.” At Trustee Beck’s request, Trustee DeKryger reviewed the basis of President Daniels’ at-risk pay program. He explained that two-thirds of President Daniels’ salary, $430,000, was guaranteed, but one-third, $215,250, was at-risk. Trustee Thompson expressed his belief that President Daniels was the best president in the Big Ten but his salary was somewhere in the middle of his peers, and he pointed out that President Daniels’ previous metrics achievements had ranged from 89% to 103%. Trustee Lehman expressed his belief that President Daniels was one of the more senior presidents in the Big Ten with regard to longevity and was well-respected. Trustee DeKryger thought it was important to note that the metrics bar had been raised each year and achieving the objectives was not a “slam dunk.” Chairman Berghoff concluded that it was a unique compensation program.

Upon proper motion duly made and seconded, the Compensation Committee voted unanimously to request full Board approval to award President Daniels the at-risk portion of his salary as recommended.

Supporting materials were filed with the minutes.

III. ADJOURNMENT

By consent, the meeting adjourned at 8:48 a.m.