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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Thursday, October 26, 2023 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 (Special: 8/7/23; Regular: 8/24/23; Regular: 9/28/23) 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. 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. Unfinished Business (i). Authorization for Administrator to Execute Settlement Agreement between GERS, Carl Charleswell, and Karl Percell XIII. Privileges of the Floor XIV. Adjournment GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING The Regular Meeting of the Board of Trustees for October 24, 2023, was called to order by 9:33a.m. The meeting was held via the Zoom. Before proceeding to roll call, Administrator Dawson read into the record, notice of excused absence from ex-officio Cindy Richardson. Instead, Ms. Florine Audain — Hassell attended on Ex-officio member, Director Cindy Richardson behalf. At roll call, Trustees present were Bowry, Liger, Russell, and Callwood. Trustees not present during roll call were Dorsey (Absent) and Smith (excused) and a quorum was established with 4 voting Trustees present. Staff in attendance: Angel E. Dawson, Administrator/CEO, Acting General Counsel, Ishmael Meyers, Denise Jeremiah, Chief Financial Officer, Asiah Clendinen Gumbs, COO, Glenville Henderson, Investment Analysts, Roy Moorehead, Chief Security Officer, Havensight Mall, Sakeeda Figueroa, Communication and Member Education Specialists, LeSean Moses, IT, Zaida Castro, Executive Assistant to the Administrator, Nikia Coley, Administrative Assistant to the Board Also, present in the meeting were Pedro K. Williams, Board Counsel, and Kelsha Williams, (Law offices of Williams and Williams, Partner) and Stenographer, Desiree Hill Before proceeding to comments and suggestions from retirees Trustee Bowry sought clarification regarding the rules allowing for a substitute when a Board of Trustee is unable to attend a meeting. Board Counsel clarified that the rules do not provide a substitute. For example, a Trustee cannot send someone to substitute a trustee presence in terms of having a vote. Going towards the level of participation, an Ex-Officio Trustee is a non-voting position in a board discussion up to and including executive session. Therefore, sending a substitute if the Ex-Officio Trustee is unable to attend should not impact the outcome of the meetings. Comments and Suggestions from Retirees None Comments and Suggestions from Active Members None Secretary’s Minutes (Special Board Meeting): 8/07/2023) A motion was made by Trustee Russell to accept the minutes of August 7, 2023, Special Board Meeting, and seconded by Trustee Bowry. The motion passed with 4 Yes (Bowry, Liger, Russell, and Callwood) and 2 Absent (Dorsey and Smith) GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING In order to prevent a loss of quorum, the Chairman of the meeting, Mr. Callwood, called for a recess at 9:46 a.m. He did so to await the arrival of Trustee Dorsey, as Trustee Russell had requested to be excused from the meeting. Secretary’s Minutes (Regular Board Meeting: 8/24/2023) A motion was made by Trustee Dorsey to accept the minutes of August 24, 2023, Regular Board meeting and seconded by Trustee Bowry. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood) and 2 Absent (Russell and Smith). Secretary’s Minutes (Regular Board Meeting: 9/28/2023) A motion was made by Trustee Dorsey to accept the minutes of September 28, 2023, and seconded by Trustee Bowry. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood) and 2 Absent (Russell and Smith). Communication and Correspondences Correspondence from Division of Personnel Director Cindy Richardson was read into the record upon roll-call. Chairman’s Report Attended the groundbreaking ceremony of the Haven Hotel Development on October 20, 2023. Administrator’s Report (Highlights of September 28, 2023) August 31° Confirmation Hearing before the Legislature of the Virgin Islands Rules and Judiciary Committee September 24 Confirmed as Administrator by the Legislature of the Virgin Islands Administrator’s Report — October 26, 2023 Meetings, Presentations, and Appearances September 26 Transition Meeting with General Counsel’s Office September 27 Haven Development Meeting September 28 GERS Board of Trustees Regular and Executive meetings GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING September 29 thru October 4 International Foundation of Employee Benefit Plans Annual Conference October 11 Participated in V3 Migration Assessment Session October 11 Haven Development Meeting October 12 Participated in Governor’s Workforce Summit 2023 as Moderator of “Preparing for the Future of Financial Services” Panel October 17 Direct Reports Meeting October 17 Meeting with various Havensight Mall Tenants October 18 Haven Development Meeting October 19 Met with Development Committee Chairman Russell October 19 Attended viewing of the Late Senator Alicia Hansen October 20 Participated in Groundbreaking Ceremony of the Hampton by Hilton Hotel GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Member Services Retirement Applications - as of October 15, 2023 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total STX 147 111 118 177 143 114 165 141 112 10 STT 147 164 127 224 172 126 178 184 108 Total 294 2/5 245 401 315 240 343 325 220 11 Processed 293 275 245 401 315 240 341 316 a (0) 0) ie) ie) ¢) 11 Remaining 140 163* % Completed 99% 100% 100% 100% 100% 100% 99% 97% 36% 0% Compliance and Control - Contribution Processing October 1, 2022 — September 30, 2023 Refunds No. Cases Total No. of Cases Amount Completed Pending Regular (Non-Vested) 505 $8,807,118.40 18 Erroneous a9 9,778.22 " Employer Share 4 25,565.06 3 Overpayment 391 1,009.645.75 0 Total efit) $9,852,107.43 26 Death Benefits No. Completed Amount No. of Cases Types 10/1/22-09/30/2023 10/1/22-09/30/2023 Pending Active 33 $ 1,349,643.08 41 Retired 10 749,418.05 5 Total 43 = 2,099,061.13 46_ GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Accounting Department No. of retirees as of October 15, 2023, payroll: 8758 Cumulative dollar paid out from October 1, 2023 — October 15, 2023 700 | Pensioners $0.00 702 Service Retirement Annuities 10,874,170.51 703 | Survivors' Annuities 68,992.73 704 | Duty-Connected Death Annuities 106.81 705 _| Duty-Connected Disability 130,379.58 Annuities 706 | Non-Duty Disability Annuities 64,657.17 Totals 11,138,306.80 Number of retirees added to payroll from October 1, 2023 — October 15, 2023. 14 Number of patina added to the om roll for the October 15, 2023, pay date. 14 Number of retirees expected to be placed on payroll for October 31, 2023 pay date: 10 Number of retirees deleted from payroll from October 1, 2023, through October 15, 2023: 16 Note: As of 10/15/23 payroll, the Gross Retiree Payroll has arrived at $ 11,138,306.80 Total Total Total Location Count Checks ACH Puerto Rico & Other islands 73 10 63 United States 1677 45 1632 International 6 3 3 1756 58 1698 St. Thomas 4033 108 3925 St. Croix 3479 164 3315 St. John 231 8 223 7743 280 7463 Total disb. 9499 338 9161 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Compliance and Control Monthly Report — September 2023 LOAN PORTFOLIO FOR THE MONTH ENDING SEPTEMBER 2023 9/30/2023 STT/STJ STX Active Personal Loans 303 183 120 Retiree Personal Loans 412 232 180 715 415 300 CRA AE. ee Construction/Home Improvement 17 9 8 Land a5 14 1 Purchase/Refinance 17 14 3 Totals 49 37 12 TOTAL LOANS & MORTGAGES 764 452 312 TOTAL OUTSTANDING September 2023 Active PL - $ 2,145,813.14 $ 1,309,734.42 $ 836,078.72 - Retiree PL 2,633,939.39 1,490,441.53 1,143,497.86 Purchase/Refi - 1,040,445.88 829,413.40 211,032.48 - Construction 1,716,635.46 1,018,546.23 698,089.23 Land Loans - 301,783.69 270,042.75 31,740.94 GRAND TOTAL $ 7,838,617.56 $ 4,918,178.33 | $ 2,920,439.23 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING St. Croix Office Complex No Issues to Report St. Thomas Office Complex UPCOMING - Fill potholes in covered parking areas; Touch-up paint on the exterior OTHER ONGOING PROJECTS e Lobby/Atrium/ Restroom Renovations/ Copper Pipe Replacement / ADA Compliance —Approved in the FY 2024 Budget. Contact was made with the Architect in preparation for the FY 2024 start. e The Receptionist — Completed. Havensight Mall Demolition of Warehouse 4a and 5 on hold until the completion of Warehouse J. Update Warehouse J The schedule of the Mezzanine is as follows: Erection of Mezzanine - 4 weeks (Challenges being worked through with measurements and reconfigurations) Framing and Durock - 4 to 5 weeks Electrical Work - 2 to 3 weeks Relocation of Tenants (who must obtain their meter from WAPA). Demolition of Warehouses 4a and 5 - 3 weeks The warehouse is scheduled to be completed by October 27, 2023. Tenants draft lease to be provided by Monday, October 23, 2023. The architect created a design for tenants’ usage of ventilation and AC installation. Hotel Development Hotel Grand Opening October 20, 2023, with Hilton. Weekly project meetings held. 46 piles driven with no major earth movements or complaints. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Havensight Mall Projects Signage for Short-Term Parking — Contact has been made with vendors for signage for short-term parking for all spaces directly in front of Building 6. Signage received and poles being acquired to erect them. Project completion date November 15, 2023. Generators Waiting on permits A Portion of Overhang (cantilever) collapsed at Havensight Mall Delly Deck Drawing completed. Scope of work for RFP being drafted. RFP, cost proposals and drawings received on October 6, 2023. GERS to contact contractors for invitation to bid. Havensight Mall Strategic and Infrastructure Plan - RFP IDEAS kickoff meeting held — Strategic Plan sessions scheduled for the week of November 13". Havensight Mall Waterline Replacement and Rehabilitation — Engineering Design Services - RFQ Drawings in progress. Design Criteria sent to WAPA for comments. Engineers requested a Master water usage report. The warehouse is scheduled to be completed by October 27, 2023. Tenants draft lease to be provided by Monday, October 23, 2023. The architect created design for tenants’ usage of ventilation and AC installation. Hotel Development Hotel Grand Opening October 20, 2023, with Hilton. Weekly project meetings held. 46 piles driven with no major earth movements or complaints. Havensight Mall Projects Signage for Short-Term Parking — Contact has been made with vendors for signage for short-term parking for all spaces directly in front of Building 6. Signage received and poles being acquired to erect them. Project completion date November 15, 2023. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Generators Waiting on permits A Portion of Overhang (cantilever) collapsed at Havensight Mall Delly Deck Drawing completed. Scope of work for RFP being drafted. RFP, cost proposals and drawings received on October 6, 2023. GERS to contact contractors for invitation to bid. Havensight Mall Strategic and Infrastructure Plan - RFP IDEAS kickoff meeting held — Strategic Plan sessions scheduled for the week of November 13" . Havensight Mall Waterline Replacement and Rehabilitation — Engineering Design Services - RFQ Drawings in progress. Design Criteria sent to WAPA for comments. Engineers requested a Master water usage report. Office Buildings Rental and Electricity Collections — Exhibit A September 2023 Total FYTD Arrearages Rental $247,548.27 $1,034,088.66 $37,063.00 Electric 29,869.50 126,766.31 31,699.84 Total $277,417.77 1,160,854.97 68,762.84 Leases Division of Personnel — Current. The lease was finalized and signed by the Governor. The new rate of an additional $5,824.64 monthly includes CAM Charges are effective October 1, 2022 ($13,189.44 to $19,014.08). VIPD —GERS & Property and Procurement revised the lease on October 18, 2023. Projected for a January 2024 lease commencement date. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Casino Control Commission —Meeting held to negotiate lease terms and rental payments on October 5, 2023. Department of Justice Property and Procurement is awaiting the new fiscal year budget to come online for DOJ to process the additional Purchase orders required. Committee Reports. (a) Investment Committee — Chairman Callwood — No Report (b) Development Committee — Trustee Russell — No Report (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report — No Report Treasurer’s Report Denise Jeremiah, CFO read the Treasurer’s Report for the System and Havensight Mall for the month ending September 30, 2023 Total Collections for September 30, 2023, is $12M and FYTD is $328M. Total Disbursements for September 30, 2023 is $28M and FYTD is $309M; Net Cash Deficit is S16M and a Net Cash Surplus of $19M FYTD. Havensight Mall. Total Collections for September 30, 2023, was $310K and FYTD $5.1M; Total Disbursements for was $1.2M and FYTD is $5M and a Net Cash Surplus of $920K and Net Cash Surplus of $740K FYTD. Administrator Dawson will work with CFO Jeremiah to refine the Treasurer’s report presentation addressing withdrawals from the investment portfolio. A motion was made by Trustee Dorsey and seconded by Trustee Bowry to accept the Treasurer’s Report for September 30, 2023. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), and 2 Absent (Russell and Smith). GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Investment Officer’s Report Mr. Glenville Henderson read the investment report for the month ending September 30, 2023, into the record. The Investment Report for September 30, 2023, submitted to the board by Glenville Henderson, Investment Analyst shows: Market Value - $454.7M - Total Plan returned -3.0 for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities. - Total Domestic Equity returned -4.7% for the month - Total International Equity returned -3.2% for the month o Develop Market Equity returned is -3.4% o Emerging Market Equity returned -2.7% Total Domestic Fix Income Return -1.6% o Investment Grade Bonds returned -2.5% o TIPS returned -1.8% o High Yield Bonds returned 1.3% - No funds raised in the month of September 2023 - Total Alternatives returned -1.3% for the month Administrator Dawson highlighted that the GERS portfolio is up 8.5%. A motion was made by Trustee Dorsey and seconded by Trustee Bowry to accept the Investment Officer’s Report for September 2023. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), and 2 Absent (Smith and Russell). A motion was made by Trustee Bowry and seconded by Trustee Dorsey to go into 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 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING premature disclosure will frustrate the implementation of the proposed agency action. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), and 2 Absent (Smith and Russell). Executive Session A motion was made by Trustee Dorsey and seconded by Trustee Liger to come out of Executive Session. The motion passed with 4 yes (Bowry, Dorsey, Liger, and Callwood) and 2 Absent (Russell and Smith). Regular Session The Chairman reported out of Executive Session that the Board discussed pending legal matters. A motion was made by Trustee Bowry and seconded by Trustee Dorsey to adjourn the meeting. The motion passed with Yes 4 (Bowry, Dorsey, Liger, and Callwood), and 2 Absent (Russell and Smith). The meeting ended at approximately 11:40a.m. The minutes for the Regular Session were transcribed from the zoom recording by Zaida Castro, Executive Assistant to the Administrator and reviewed and edit by Angel E. Dawson Jr. Administrator and CEO. ns Angel E. Dawson Jr. Administrator/CEO Secretary, GERS Board of Trustees 12