A meeting of the Compensation Committee of the Board of Trustees convened at 9:58 a.m. on Friday, June 7, 2024, in Room 326 of Stewart Center on the campus of Purdue University in West Lafayette, Indiana.

All committee members were present: Malcolm DeKryger, chair; Michael Klipsch; and Gary Lehman. All other trustees were present: Sonny Beck; Michael Berghoff; Kevin Boes; JoAnn Brouillette; Vanessa Castagna and Shawn Taylor. Theresa Carter participated via conference call.

Officers and administrators in attendance were: Mung Chiang, president; Patrick Wolfe, provost and executive vice president for academic affairs and diversity; Eva Nodine, senior vice president, assistant treasurer, and assistant secretary; Steve Schultz, senior vice president and general counsel; and Cindy Ream, 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 an executive session convened on March 28, 2023 and Committee meeting convened on October 6, 2023.

II. APPROVAL OF KEY TERMS OF AMENDMENT FOR MEN’S BASKETBALL COACH*

Trustee DeKryger shared the next order of business is to approve a contract amendment for men’s basketball coach, Matt Painter. He pointed out that this is the 7th amendment of his contract which shows the value of his efforts and success. He noted the changes include a change in terminology for his compensation to “annual base salary” component, requested by the payroll department. The 2024-2025 base salary will now be $4.85M and the extension is for five years through fiscal year 2029. Performance bonus base includes student athlete GPA, graduation rate plus team accomplishments. Compensation terms now include a retention incentive. This change will place Coach Painter in the top four in the expanded Big Ten.

Upon proper motion duly made and seconded, the Compensation Committee voted unanimously to request full Board approval of Key Terms of Amendment for Men’s Basketball Coach. Supporting materials were filed with the minutes.

III. APPROVAL OF KEY TERMS OF AMENDMENT FOR WOMEN’S BASKETEBALL COACH*

In closing, Trustee DeKryger presented the first amendment to the Employment Agreement to Women’s basketball coach Katie Gearlds' contract. An increase in base salary to $700,000.00 with a good faith commitment by Purdue to consider additional increases based on program performance and athletic department financial capacity and circumstances. An extension of current contract is for two additional years, through fiscal year 2029.

Upon proper motion duly made and seconded, the Compensation Committee voted unanimously to request full Board approval of Key Terms of Amendment for Women’s Basketball Coach. Supporting materials were filed with the minutes.

General Counsel Steve Schultz added for point of order, consistent with past practice, delegated authority will be granted to the President, Athletic Director and Chair of the Compensation Committee to approve, execute and deliver the definitive form and final terms of contract amendments.

IV. ADJOURNMENT

By consent, the meeting adjourned at 10:08 a.m.