To inform in the discussion, three items are pasted below. 1.) Relevant text from Eno s Bylaws (revised March 2017):

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1 MEMORANDUM TO: Eno Board of Directors FROM: Robert Puentes, President and CEO DATE: May 23, 2017 SUBJ: Next steps and candidates to fill Board of Director slots By June 2017, Eno s Board of Directors will have three vacancies. This is the result of the expiration of two long-standing members terms and one member who stepped down last year. There are also two members terms eligible for renewal. The Governance Committee discussed these issues on May 4, Based on Eno s guidelines and criteria for considering members of the Board, the committee discussed general categories of individuals that could be considered as well as specific individuals. The purpose of this memo is to provide additional details on current and potential future members in order to inform deliberations at the June Board meeting. The expectation is that we will decide on an approach for filing the vacant seats. The Board also needs to appoint or renew officers: the Chairman of the Board, the Vice Chair, Secretary and Treasurer. To inform in the discussion, three items are pasted below. 1.) Relevant text from Eno s Bylaws (revised March 2017): ARTICLE IV BOARD OF DIRECTORS Section 2. Number, Term, and Election: (a) The Board of Directors shall consist of twelve (12) persons. The number of directors may be increased or decreased by the Board, but may not be less than three (3). (b) The Board of Directors shall elect from its membership the following corporate officers: the Chairman of the Board, the Vice Chair, Secretary and Treasurer. The balance of the Board of Directors shall be elected at any point at which the Board decides to fill a vacancy or to add additional members. (c) Each director shall hold office for a term of three (3) years. In the event of a vacancy, a new director may be appointed to serve out the remainder of a term. To maintain full and continuous understanding of the Foundation s affairs, members of the Board of Directors may be reappointed for additional terms, up to a maximum of three consecutive terms. ARTICLE V OFFICERS Section 3. Selection: The Chairman of the Board, the President, the Vice Chair, the Secretary, and the Treasurer shall be elected each year by the Board of Directors at a meeting of the Board. The President shall select and appoint the Assistant Treasurer. Section 4. Term: Each officer elected by the Board shall hold office for a term of one (1) year, or until the next annual election, or until a successor is elected, or the officer dies, resigns, or is removed. 1

2 2.) At its meeting on September 21, 2016 the Board discussed the functions of the Directors and agreed on the following: QUESTION: Currently, the Board of Directors is limited to three terms; should the term limit be updated or kept the same? DECISION: The terms will be kept the same. If the time comes when the Board feels it needs to be amended, we will revisit this decision. QUESTION: By internal practice, Board officers are limited to three 1-year terms. Should the term limit on Board officers be continued and, if so, should the Bylaws be amended accordingly? DECISION: Eno will not revise the Bylaws to formally institutionalize the limit but will continue to follow the regular practice of limiting officers to three 1-year terms. The Board remains cognizant of Keith Parker s point: that in order to attract new and diverse talent to the Board we need to be flexible and seek turnover on leadership positions. 3.) Relevant text from November 10, 2016 memo from Puentes regarding selection criteria for Board of Directors: Prominence of personal name and reputation. Board members should be well known and respected for their integrity, personal contributions, and intellectual abilities. Ability to commit time and effort to Eno. It is essential that members commit to contributing their time and, by extension, their substantive expertise, governance oversight, and/or financial and management acumen. Desire to give priority attention to fundraising and development. Board members do not necessarily have to contribute financially but they should overtly commit to helping raise funds by making connections, identifying opportunities, and helping strategically plan. Help Eno achieve diversity goals. A diverse board from various racial, ethnic, political, and professional backgrounds enhances and validates the quality and rigor of our work. Diversity in all its dimensions helps inspire free and spirited exchange by drawing on a wide variety of views, thought, experience, and personal background. Provide a range of geographic, government, and substantive expertise. As a national organization, Eno needs representation from across the country, focused on all levels of government, from the public and private sectors, and across all modes and disciplines. Following is a roster of current Board members and potential candidates, some of whom I have discussed with you, others were discussed at the most recent Governance Committee meeting. 2

3 Current Roster of Eno Board of Directors Name Joined board Term end # of terms Area of focus Current organization James H. Burnley (Chair) August 2014 June /3 (1st as officer) Venable LLP Jerome Premo (Vice Chair) August 2010 June /3 (1st as officer) AECOM (retired) Mary Peters (Secretary) December 2013 June /3 (1st as officer) finance Mary E. Peters Consulting Group, LLC David Z. Plavin (Treasurer) May 2005 June /3 (5th as officer) dzpconsult, Inc. Sam LaMagna June 2015 June /3 Technology Intel Corporation Norman Mineta Emeritus: May 2010; Full Member: March 2011 June /3 General Hill & Knowlton Joel Oppenheimer June 2016 (filling Lillian Boronne unexpired seat) June /3 leadership training STV, Inc. Keith Parker June 2015 June /3 Transit / leadership training MARTA Eugene Pentimonti May 2005 June /3 Maritime / freight Maersk (retired) Martin T. Whitmer, Jr. August 2011 June /3 General Whitmer & Worrall Tay Yoshitani June 2013 June /3 Maritime / freight Port of Seattle (retired) Vacant (formerly held by John Blazey) 3

4 Potential Candidates for Eno Board of Directors (alphabetical) Name Current organization Position Area of focus Location Marion Blakey Rolls Royce President/CEO Aviation / safety Reston Joined Rolls-Royce North America in Served in various senior executive roles including; President and CEO of the Aerospace Industries Association (AIA), Administrator of the FAA, and Chairman of the NTSB. Anne Canby OneRail Coalition Freight rail / Director New Jersey Commissioner of Transportation from 1981 to 1982 and Delaware Secretary of Transportation from 1993 to Served as Treasurer of the Massachusetts Bay Transportation Authority, and Deputy Assistant Secretary at USDOT. Anthony Foxx General USDOT Secretary from 2013 to Mayor of Charlotte from 2009 to Former business litigator for Hunton & Williams and member of Charlotte city council. Dean Garfield Information Technology Industry Council President and CEO Technology / Prior to joining ITI, Dean served as EVP and Chief Strategic Officer for the Motion Picture Association of America. Also served as Vice President of Legal Affairs at the Recording Industry Association of America (RIAA). Jane Garvey Meridiam Infrastructure North America Chairman / finance Boston From 1997 to 2002, Administrator of the FAA after earlier positions as Deputy Administrator of FHWA, Director of Boston s Logan International Airport and Commissioner of the Massachusetts Department of Public Works. Currently Chairman of Board of the Bipartisan Policy Project. Serves on several boards and commissions, including United Airlines. Bill Graves Freight / trucking?? Governor of Kansas from 1995 until President and CEO of the American Trucking Associations since January Serves on several Boards: USAlliance Corporation, International Speedway Corp, American Transportation Research. 4

5 Name Current organization Position Area of focus Location Debbie Hersman National Safety Council President/CEO Safety Chair of the NTSB from Was a senior advisor to the U.S. Senate Committee on Commerce, Science and Transportation from Staff director and senior legislative aide to Rep. Bob Wise (WV) from Gina Marie Lindsey? Aviation Los Angeles? Formerly Executive Director of Los Angeles World Airports from 2007 to Spent 33 years of her 39-year career in the industry. Judy Marks Siemens USA CEO technology Joined Siemens in 2011, serving for over four years as the President and CEO of Siemens Government Technologies. Formerly at division President at Lockheed Martin. Spent the previous 10 years at IBM Federal Systems Company. Eric Mensing American President Lines Vice President of Government Affairs and Marketing Maritime / freight Responsible for all of APL's dealings with the US government, is APL's senior representative in, DC and is a member of APL's Liner Executive Committee. He started with APL, Ltd. in 1982 and served many roles. Matt Rose BNSF Executive Chairman Freight rail? Executive Chairman of BNSF since March BNSF President/CEO from 2000 to 2002; President/COO from 1999 to 2000, and SVP/COO from 1997 to Member of the Nat l Surface Transportation Policy & Revenue Study Commission. Neil Planzer PlanzerMclean Partner Aviation Long history in including Vice President for Boeing Air Traffic Management from 2003 to 2016 and executive director of the U.S. Department of Defense Policy Board on Federal Aviation from 1997 through Stephanie Pollack Massachusetts DOT Secretary General Boston Since 2005 was Associate Director for Research at the Center for Urban and Regional Policy at Northeastern University. Formerly SVP/Acting President at Conservation Law Foundation. 5

6 Name Current organization Position Area of focus Location Thomas Prendergast STV Inc EVP and Chief Strategic Officer Transit Chicago? Served as the Chairman and CEO of New York MTA from 2013 to CEO of TransLink from 2008 to Former President of the Long Island Railroad and Executive Director of MTA. Lisa Mancini CSX EVP & CAO Freight rail Jacksonville Has been at CSX since Prior to that was Deputy Executive Director at the San Francisco Municipal Transportation Agency and in the Chief Subway/Light Rail Operations Office at Southeastern Pennsylvania Transportation Authority. Janette SadikKhan Bloomberg Associates Principal New York Commissioner of the New York City DOT from Chair of the National Association of Transportation Officials. Former SVP at Parsons Brinckerhoff and Deputy Administrator at FTA. Rodney Slater Squire Patton Boggs Partner General U.S. Secretary of Transportation from 1997 to 2001 and as the Administrator of the Federal Highway Administration from 1993 to Director of Kansas City Southern, Verizon, and Transurban. Former director at Delta Air Lines. Beverley SwaimStaley Union Station Redevelopment Corporation President/CEO Former Maryland Transportation Secretary and Executive Director of BWI Airport. Formerly with the Maryland state legislature. Currently Board Member of the Mineta Transportation Institute and the Greater Board of Trade. Paul Toliver Palisades Consulting Group Technology / Consultant Detroit Deputy GM for the San Francisco Municipal Railway (Muni) from Director of Transit for Seattle Metro from In 1996, appointed Director of the DOT for King County. Former Board member: ITS America, APTA, COMTO. Diane Woodend Jones Lea+Elliott Chairman of the Board and Principal Aviation / general Dallas Served in the management of the operations as well as on the firm s Board of Directors for more than a decade. Began her career at DFW International Airport. Chair of WTS International. 6