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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Thursday, January 23, 2025 9:30 am ** AGENDA ** I. Call to Order II. Roll Call III. Comments and Suggestions from Retirees IV. Comments and Suggestions from Active Members V. Secretary’s Minutes (Regular: 12/9/24) VI. Communications and Correspondences VII. Chairperson’s Report VIII. Administrator’s Report IX. Committee Reports X. Treasurer’s Report XI. Investment Officer’s Report XII. REGULAR SESSION A. New Business (i). 2025 Officer Election XIII. EXECUTIVE SESSION This portion of the meeting will be closed to the public for matters pertaining to trade secrets / or financial or commercial information/ or personal/ or legal matters; or matters whose premature disclosure will frustrate the implementation of the proposed agency action. A. New Business (i). Medical Review Committee Recommendation (ii). Medical Review Policy Proposed Update XIV. Privileges of the Floor XV. Adjournment GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING The Regular Meeting of the Board of Trustees was called to order at 9:38AM. At roll call, Trustees present were, Tahmin O. Clarke, Andre’ T. Dorsey, Vincent G. Liger, Ronald Russell, Leona E. Smith, and Dwane Callwood. The meeting was held in person and via Zoom. Trustee not present during roll call was Ex-Officio Cindy L. Richardson (Excused). A quorum was established with 6 voting Trustees present. Staff in attendance: Angel E. Dawson, Administrator/CEO, Ishmael A. Meyers Jr., General Counsel, Michele Nico, Deputy Administrator, Glenville Henderson, Investment Analysts, Jahmed Mills, Director of Retail, Dining, and Entertainment/Property Manager — Havensight, Denise Jeremiah, Chief Financial Officer, Ms. Jerain Fleming, Executive Assistant to the Administrator, LeSean Moses, Computer and Benefits Systems Technician, IT, Nikia Coley, Administrative Assistant to the Board, Zaida M. Castro, Legal Secretary to the General Counsel Also, present at the meeting were Pedro K. Williams, Board Counsel and Kelsha Williams from Law Offices of Williams and Williams. Administrator Dawson read correspondence from Ex-Officio Cindy L. Richardson into the record, which explained her absence and outlined the division's recent rental payments. The rental expense report was already compiled when Division of Personnel’s correspondence was received, therefore, the update will be reflected in the subsequent report. Comments and Suggestions from Retirees None Comments and Suggestions from Active Members Trustee Dorsey asked if VI Port Authority staff would be included in the retirement system due to the SkyCity partnership. Chairman Callwood clarified that GERS is not a party to VI Port Authority’s partnership with SkyCity. Board Counsel Williams added that GERS would only engage if relevant issues arise within the System’s jurisdiction. Secretary’s Minutes (Regular Meeting — 12/09/2024) A motion was made by Trustee Smith to accept the minutes of December 9, 2024 and seconded by Trustee Clarke. The motion passed with Yes 6 (Clarke, Dorsey, Liger, Russell, Smith, and Callwood) Communication and Correspondences None Chairman’s Report No Report. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Chairman Callwood, Trustees, and Administrator Dawson welcomed Trustee Tahmin O. Clarke to the Board of Trustees. Administrator’s Report MEETINGS, PRESENTATIONS, AND APPEARANCES December 9 December 9 December 12 December 13 December 14 December 16 December 17 December 18 December 18 December 23 December 24 December 27 December 30 - January 3 January 7 January 13 January 15 January 16 Board of Trustees Meeting — St. Croix Retiree Holiday Social — St. Croix Retiree Holiday Social — St. Thomas Staff Development and Annual Employee Recognition Event Hosted Annual Governor's Children’s Christmas Party at Havensight Meeting with Sen. Dwayne DeGraff re: possible funding opportunity Linea Solutions Contract Review Design District Presentation on GERS Lobby and Atrium Redesign Meeting with IDEAS re: Havensight Rebranding Senior Staff Position Interview Responded to Governor re: Bill No. 35-0428 (Response on pg. 9 and Bill attached) Friday Night Havensight Annual Leave Meeting with IDEAS re: Havensight Attended 36th Legislature’s Swearing-in Ceremony Participated in meeting with Segal re: Census and Financial Data Participated in Mediation re: former Havensight Tenant 2 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Member Services Retirement Applications - as of January 15, 2025 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Total STX 147 111 118 177 143 114 165 142 135 146 1 STT 1447 164 127 224 172 126 178 184 159 161 —4 Total 294 275 «#4245 401 315 240 343 326 294 397 15 Processed 293 275 245 401 318 240 343 324 _284 176 0 Remaining _i1 _0 ¢) 0 ie) _9 Qo _2 10 131 _ 159 15 %Completed 99% 100% 100% 100% 100% 100% 100% 99% 97% 57% “0% Contributions Processing-Refunds and Death Benefits October 1, 2024 — September 30, 2025 Refunds No. of Cases Completed Total Amount # Cases Pending Regular 33 $667,494.34 57 Erroneous 0 0 9 Employer Share 1 431.66 0 Overpayment 14 24,236.17 16 Total 48 $692,162.17 82 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Accounting Department Annuity Payments No. of retirees as of January 15, 2025, payroll: 8776 Cumulative dollar paid out from October 1, 2024 — January 15, 2025 700 | Pensioners $0.00 702 Service Retirement Annuities 77,182,573.83 703 Survivors’ Annuities 507,778.08 704 Duty-Connected Death Annuities 747.67 705 Duty-Connected Disability Annuities 921,307.73 706 Non-Duty Disability Annuities 468,939.78 Totals 79,081,347.09 Number of retirees added to payroll from October 1, 2024 — January 15, 2025: 94 Number of retirees added to the payroll for January 15, 2025, pay date: 6 Number of retirees expected to be placed on payroll for January 31, 2025, pay date: 5 Number of retirees deleted from payroll from October 1, 2024, through January 15, 2025: 88 Note: As of 01/15/2025 payroll, the Gross Retiree Payroll has arrived at $ 11,317,366.76 Disbursement by Location as of 01/15/2025 Total Total Tota Location Count Check | s ACH Puerto Rico & Other islands 67 8 59 United States 1687 34 1653 International 6 2 4 1760 44 1716 St. Thomas 4105 73 4032 St. Croix 3505 61 3444 St. John 229 5S 224 7839 139 7700 Total disb. 9599 183 9416 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF FRUSTEES REGULAR MEETING GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM LOAN PORTFOLIO UNITS a Active Personal Loans 2131 1058 1073 Retiree Personal Loans 181 101 80 Auto Personal Loans 1 Total Active Loans 2313 1159 1154 Construction/Home Improvement 20 12 Land 21 18 Purchase/Refinance 26 19 Totals 67 49 18 TOTAL LOANS & MORTGAGES 2,380 1,208 1,172 TOTAL OUTSTANDING December 2024 Active PL - $18,471,334.20 $9,207,469.06 $9,263,865.14 - Retiree PL 592,198.35 320,176.96 272,021.39 - Purchase/Refi 1,147,267.56 820,571.93 326,695.63 Construction - 1,679,439,.43 1,032,360.99 647,078.44 Land Loans - 318,042.35 301,971.26 16,071.09 Auto PL - 0.00 7,727.74 7,727.74 GRAND TOTAL $22,216,009.63 $11,682,550.20 $10,533,459.43 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Operations St. Croix Office Complex BUILDING: e No Major Issues St. Thomas Office Complex BUILDING: e Flat Roof Renovations are 100% complete. We are awaiting warranty inspection. Havensight Mall Hotel Development e The hotel project is 76% completed. Guestroom windows and roof work are nearing completion. The goal is to have a major push toward interior finish work and completion by May 2025. GENERATORS The following activities have been 100% completed. 1. The Medium Voltage connections from the transformer to the switchgear. The battery chargers installed. The Low Voltage connections from generator to transformer. Exhaust system installed (interior). Coolant. Purchased new protection Relay. AW PWh Next Steps e PR Caterpillar Dealer to commission the unit for a startup. Week of January 27th The exhaust muffler for the roof is waiting on the crane. All electrical wiring to be done week of January 20, 2025 Fuel lines will be installed on January 17, 2025 EE from PR will connect the CAT controller to the start signal and to the switchgear controller. (This is so the unit will run in “auto”). Install the replacement protection relay. Service the Automatic transfer switch and the switchgear. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Rental Collection Office Buildings Rental and Electricity Collections — Exhibit A (below) December 2024 Rental $188,350.92 Electric $138,695.40 Total $327,046.32 Total FYTD $267,824.64 $170,861.53 $438,686.17 Arrearages $0 $17,773.87 $17,773.87 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING RENTAL — EXHIBIT A December 2024 Collection —— Rental Year-To- Electrical Date Collection for Year-To-Date ‘Total Yoar-To-Date Rental caer ew Collection Collection for FY |Ravenue Arrearage Late Charge FY 2025 Department of lustice $ 111,18900]$ 95,354.37 1$ 111,189 00 | $ 111,014.37 1$ 222,203.37 Division of Personnet 59,253.50 43,224.08 78,267.58 57,964.66 136,232.24 16,982.77 FirstBank 297.16 116.94 601.28 370.07 Opthalmology Consultants LLC 6,556.36 19,669.08 19,669.08 Plessen Eye, LLC_ADMIN 4,129.56 12,388.68 12,388.68 |Plessen Eye, LLC_ADMIN STORAGE 597.40 1,792 20 1,782.20 Plessen Eye, LLC_ASC 4,524.21 43,572.63 13,872.63 Equus Workforce Solution 1,803.73 5,411.19 1511.73 8,822.92. 791.10 Vi Casino 24,933.00 24,933.00 Vi Potice Department Total income Received $ 188,350.92 138,695.40 267,824.64 170,861.53 438,688.17 17,773.87 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Questions for Administrator Dawson Trustee Smith asked about a meeting with Senator Dwayne M. DeGraff on funding opportunities which Administrator Dawson is set to provide details during the Executive Session. Trustee Dorsey inquired about conversations with Senator Milton E. Potter about projects for GERS' undeveloped properties, to which Mr. Dawson confirmed he had not yet reached out to Senator Potter but plans to do so. Regarding Bill No. 35-0428, Dorsey suggested GERS have more time to respond to bills impacting GERS operations. Administrator Dawson clarified that the 10-day timeline is set by the Organic Act, which assigns legislative action to the Governor of the Virgin Islands. Administrator Dawson added that his team soon would meet with Legislative representatives to discuss matters affecting GERS. Trustee Dorsey also requested information on the Virgin Islands Police Department Firearms Unit rental lease, and Mr. Dawson stated that the lease is active, with payments current through February 2025. Committee Reports. (a) Investment Committee — Chairman Callwood — No Report (b) Development Committee — Trustee Leona E. Smith — No Report (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report- TBA — No Report Trustee Dorsey asked for an update of the Development Committee activities. Administrator Dawson replied that at present staff are working with consultants about the properties and will be reporting recommendations to Trustee Smith, Chair of the Development Committee, and other committee members for consideration to present to the Board. Treasurer’s Report Ms. Denise Jeremiah, CFO, read the Treasurer’s Report for the System and Havensight Mall for the month ending of December 31, 2024. Total Collections for December 31, 2024 are $10M and FYTD is $136M. Total Disbursements for December 31, 2024 are $26M and FYTD is $80M; Net Cash deficit for the month of December is $16M. FYTD Net Cash Surplus of $57M. Havensight Mall. Total Collections for December 31, 2024 are $478K and FYTD $1M; Total Disbursements are $356K and FYTD is $1M. Net Cash surplus of $122K for the month of December and Net Cash Surplus of $326K FYTD. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING A motion was made by Trustee Dorsey and seconded by Trustee Smith to accept the Treasurer’s Report for December 31, 2024. The motion passed with 6 Yes (Clarke, Dorsey, Liger, Russell, Smith, and Callwood) Investment Officer’s Report Mr. Glenville Henderson read into the record the investment report for December 31, 2024. No funds raised for the month ending December 31, 2024. Total Plan returned -1.7% for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities). Total Domestic Equity returned -3.1% for the month. Total International Equity returned -1.8% for the month o Develop Market Equity returned is -2.3% o Emerging Market Equity returned -0.2% o Total Domestic Fix Income Return -1.3% © Investment Grade Bonds returned -1.7% © TIPS returned -1.7% © High Yield Bonds returned -0.4% o Cash Returned 0.4% Total Alternatives returned 0.0% for the month Trustee Clarke inquired about repositioning funds in the Systems portfolio considering the current political climate. Trustee Clarke was informed that there was a reallocation of investments as recommended by the Investment Committee and subsequently approved by the Board of Trustees. Trustee Clarke was informed that the Board authorized Maketa to reallocate 10% from US Equity, reducing it to 35%of the portfolio and moving it into Investment Bonds, as well as adjusting the International Development Market by splitting the Russell 3000 into a Russell 1000 Index and a Russell 2000 index. Trustee Russell suggested that the board travel to Washington, D.C. and meet with Delegate Stacey Plaskett and representatives from President Trump's administration to advocate for the rum cover over. However, Chairman Callwood opposed this travel. Instead, Trustee Clarke recommended approaching Delegate Plaskett as an intermediary to facilitate discussions with the appropriate parties. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Administrator Dawson added that Delegate Plaskett has consistently advocated for the Virgin Islands’ benefits from the rum cover-over funds in various forums, with the Governor's office acting as the primary lobbyist. Additionally, the System has been engaged with the Government Accountability Office (GAO) and the Congressional Budget Office regarding funding matters impacting to the system. A motion was made by Trustee Smith and seconded by Trustee Dorsey to accept the Investment Officer’s Report for December 31, 2024. The motion passed with 6 Yes (Clarke, Dorsey, Liger, Russell, Smith, Callwood). Regular Session A. New Business (i). 2025 Officer Election Administrator Dawson initiated the process for the Chair and Vice Chair of the Board of Trustees, one position at a time. Trustee Russell suggested alternating the Chair position between the St. Thomas/St. John district and the St. Croix district for equitable representation and raised concerns about the current structure's effectiveness. Conversely, some Trustees emphasized the democratic nature of the nomination process, where each Trustee can nominate their preferred candidate. To clarify, Trustee Smith inquired about term limits for both positions. Board Counsel Williams replied that the Board Bylaws do not set term limits for the Chair or Vice-Chair position. Officers are elected bi-annually, serving two-year terms and selections are made by majority vote. Nominations for Chairperson Trustee Smith nominated Trustee Callwood for the position of Chairman, and Trustee Callwood accepted the nomination. Trustee Russell nominated himself, which he also accepted. Trustee Dorsey nominated Trustee Smith for Chair, but Trustee Smith declined the nomination. Following a majority vote, Trustee Callwood received four votes and was elected as Chairman of the Board, while Trustee Russell received two votes. The voting was conducted by secret ballot via electronic means, and the results will be kept on record. Nominations for Vice Chair Trustee Liger nominated Trustee Smith for the position of Vice-Chair, and Trustee Callwood seconded the nomination. Trustee Smith accepted the nomination. Trustee Dorsey then nominated Trustee Liger as Vice-Chair, but Trustee Liger declined. Following that, Trustee Russell nominated Trustee Dorsey for the position, and Trustee Dorsey accepted this nomination. The voting for Vice-Chair was also conducted by secret ballot via electronic means, and the results will be kept on record. 11 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Based on the majority vote, Trustee Smith was elected as Vice-Chair, receiving three votes, while Trustee Dorsey received two votes and there was one abstention. Executive Session This portion of the meeting will be closed to the public for matters pertaining to trade secrets or financial or commercial information or personal or legal matters; or matters whose premature disclosure will frustrate the implementation of the proposed agency action. A motion was made by Trustee Clarke and seconded by Trustee Smith to enter Executive Session. The motion passed with 6 Yes (Clarke, Dorsey, Liger, Russell, Smith, and Callwood) A motion was made by Trustee Dorsey and seconded by Trustee Clarke to come out of Executive Session. The motion passed with 6 Yes (Clarke, Dorsey, Liger, Russell, Smith, and Callwood). Regular Session The chairman reported out of Executive Session that the Board discussed streamlining of the disability annuity application process as well as a recommendation from the Medical Review Committee Recommendation : Privileges on the Floor None Adjournment A motion was made by Trustee Dorsey and seconded by Trustee Clarke to adjourn. The motion passed with 5 Yes (Clarke, Dorsey, Liger, Russell, and Callwood) and I absent (Smith). The meeting ended at 12:48 P.M. The minutes were transcribed from the zoom recording by Zaida Castro, Legal Secretary to the General Counsel and reviewed and edit by Chairman Dwane Callwood, Angel E. Dawson Jr., Administrator and CEO, and Ishmael Meyers, General Counsel. e— Angel E. Dawson Jr. Administrator/CEO Secretary, GERS Board of Trustees