Roll was taken and a quorum was present. I. Public Comment There were no public comments.

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Baord of Trustees Annual Retreat Meeting Minutes Wednesday, October 25, 2017 10:00 a.m. Harbor Branch Oceanographic Institute 5600 U.S. 1 North Fort Pierce, FL 34946 Call to Order and Roll Call Chair Anthony Barbar convened the annual retreat of the Florida Atlantic University Board of Trustees with the following members participating: Mr. Daniel Cane, Mr. Shaun Davis, Dr. Michael Dennis, Dr. Malcolm Dorman, Ms. Emily Lawless, Mr. Abdol Moabery, Mrs. Mary Beth McDonald, Mr. Robert Stilley, Dr. Kevin Wagner, and Mr. Thomas Workman. The following university officials participated: Dr. John Kelly, University President; Dr. Daniel Flynn, Vice President for Research; Mr. David Kian, Vice President of Legal Affairs and General Counsel; Dr. Corey King, Vice President of Student Affairs; Ms. Danita Nias, Vice President for University Advancement; Ms. Stacy Volnick, Vice President for Administrative Affairs & Chief Administrative Officer; and Mr. Andrew LaPlant, BOT Director and Chief Aide. Roll was taken and a quorum was present. I. Public Comment There were no public comments. II. Information Items Housing Feasibility Study: Dr. Corey King led a presentation on a planned Invitation To Negotiate (ITN) for a public-private partnership between the University and a developer to design, finance,

construct, and operate housing on the Boca Raton and Jupiter campuses. Dr. King was accompanied by officials from Brailsford & Dunleavy, the student housing financial consulting firm that is assisting the University with the project. The ITN will call for proposals to demolish Algonquin Hall and University Village Apartments on the Boca Raton campus and replace them with 500-bed and 1000-bed units, respectively, and to construct two new 150-bed units on the Jupiter campus. These developments will be phased in over a five- to seven-year period. Dr. King noted that we have significant demand for new on-campus housing, particularly for students returning after their freshman year. Dr. Wagner asked about the cost to the students; the consultants replied that the project would look for savings opportunities at every step. They further explained that the reason for seeking to develop the projects as a public-private partnership was to shift the risk and associated costs of finance, construction, and operations and maintenance to a private developer. Several trustees commented that the concept made sense. Capital Projects Update: President Kelly gave an overview of five pending or contemplated capital projects: (1) the Schmidt Family Complex for Academic and Athletic Excellence; (2) the Boca Raton Student Union renovation; (3) the A.D. Henderson School renovation; (4) the Jupiter campus science building; and (5) a new facility for the College of Medicine. III. Review of Metrics Dr. Kelly reviewed the University s performance in the latest round of Board of Governors metrics. He noted that four- and six-year graduation rates remain a challenge, largely due to the quality of students admitted in the 2010-13 cohorts. Many of those students left FAU after one year and have long since lost contact with the University. He reviewed the significant efforts being made to improve graduation rates and note the partial success we ve had. He also described the BOG s new standards for Emerging Preeminent status and declared his intention for FAU to pursue that status. IV. Hurricane Irma Update Ms. Stacy Volnick provided a brief review of the damage caused to FAU s campuses by Hurricane Irma, and FAU s response. She reported that the storm caused more than $2M in damages to FAU s campuses. We have submitted appropriate claims for compensation from the State of Florida and FEMA.

V. Spring Retreat Chair Barbar stated that the 2018 BOT calendar would include BOT retreat in the spring, so that items that were intended to have been discussed at the canceled September retreat could be reviewed. The date would be included in the calendar at next month s BOT meeting. VI. Action Items a. Student Mental Health Proposal Dr. King presented a proposal to expend $1.8M of Student Health fee funds to hire 16 new mental health therapists. A motion was made and seconded to approve the request. With no further discussion or amendments, the motion passed unanimously. b. Public Safety Three-Year Plan Ms. Volnick presented a proposed FAU Public Safety Three-Year Plan submission to the Board of Governors. It included a request for $1.1M to hire 11 new security officers and equipment. A motion was made and seconded to approve the plan. With no further discussion or amendments, the motion passed unanimously. c. Naming of University Elements: The Cane Institute for Advanced Technologies Ms. Danita Nias presented a request to approved naming a program for advanced technologies within the ADHUS/FAU High School Complex The Cane Institute for Advanced Technologies. The naming is in grateful recognition of and appreciation for a One Million Dollar ($1,000,000) donation from Trustee Daniel Cane to assist with the planning, financing, constructing and equipping of the ADHUS/FAU High School Complex and to create The Cane Institute for Advanced Technologies within ADHUS/FAU High School. The Cane Institute for Advanced Technologies will encompass all of the current and future S.T.E.M. programs, activities, and initiatives within ADHUS/FAU High School and will provide recognition opportunities on the local, state, national and international stages. Upon completion of Ms. Nias s presentation, the Trustees gave Trustee Cane a standing ovation. A motion was made and seconded to approve the request. With no further discussion or amendments, the motion passed unanimously, with Trustee Cane abstaining from the vote. VII. 2016-17 Presidential Review and 2017-18 Presidential Goals

Chair Barbar summarized his written evaluation of President Kelly s performance in the 2016-17 fiscal year, emphasizing the BOG Chair s effusive praise of Dr. Kelly and Dr. Kelly s strong relationships with the Florida Legislature and the Governor. He noted several milestone accomplishments by Dr. Kelly and the administration. Trustees Lawless, Dorman, Moabery, Davis, Cane, Stilley, McDonald, and Workman each added their assessments of Dr. Kelly s performance, all of which were extremely positive. Trustee Wagner also praised Dr. Kelly s performance, though he noted that administration sometimes has an attenuated relationship with the faculty, which he felt should be improved because the faculty are the engine of the University. He noted Dr. Kelly is exceptionally accessible and always listens carefully. A motion was made and seconded to approve Chair Barbar s evaluation of the President. With no further discussion or amendments, the motion passed unanimously. Chair Barbar then moved to amend Dr. Kelly s employment agreement to provide an annual executive physical exam as a benefit. The motion was seconded. Trustee Wagner asked whether other university presidents receive executive physicals. Mr. Kian responded that the presidential compensation survey that they Board commissioned last year showed that several other presidents did indeed receive such a benefit. Trustee McDonald asked whether it was a common executive benefit. Trustee Moabery responded absolutely. With no further discussion or amendments, the motion passed unanimously. Chair Barbar then moved to award Dr. Kelly a performance bonus of 20% of his base salary, the maximum amount allowed under his employment agreement. The motion was seconded. Trustee Wagner asked the Board to consider the public perception of such a bonus. Trustee Moabery responded that it is critical that FAU compensate Dr. Kelly adequately, since it would be expensive to replace him and virtually impossible to replace his performance level. Trustee Stilley noted that the Board gave Dr. Kelly its highest possible evaluation, and therefore under his employment agreement he should be entitled to the highest possible performance bonus. With no further discussion or amendments, the motion passed unanimously. Chair Barbar then moved to approve Dr. Kelly s proposed 2017-18 Goals and Objectives, with the addition of focusing on strategies to achieve Emerging Preeminent status under his third

goal. The motion was seconded. With no further discussion or amendments, the motion passed unanimously. Adjournment A motion was made and seconded to adjourn the meeting. The motion passed unanimously and the meeting was adjourned.