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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Tuesday, March 19, 2024 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: 2/22/24) VI. Communications and Correspondences VII. Chairperson’s Report VIII. Administrator’s Report IX. Committee Reports X. Treasurer’s Report XI. Investment Officer’s Report XIII. REGULAR SESSION A. New Business (i). Vehicle Purchase XIV. 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 Recommendations XV. Privileges of the Floor XVI. Adjournment GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING The Regular Meeting of the Board of Trustees for March 19, 2024, was called to order by 9:38am. At Roll Call, Trustees present were Nellon Bowry, Andre Dorsey, Ronald Russell, Leona Smith, and Dwane Callwood, Sr. The meeting was held via the Zoom. Trustees not present during the roll call were Vincent Liger and Ex-Officio Member Cindy Richardson. A quorum was established with 5 voting Trustees present. Trustee Liger joined the meeting after roll call. Staff in attendance: Angel E. Dawson, Administrator/CEO, Ishmael Meyers Jr, Acting General Counsel, Asiah Clendinen Gumbs, COO, Ms. Shoran D. C. Sasso, Chief Benefits Officer, Glenville Henderson, Investment Analysts, LeSean Moses, IT, Zaida Castro, Executive Assistant to the Administrator, Nikia Coley, Administrative Assistant to the Board. Also, present in the meeting was Attorney Pedro K. Williams, Board Counsel. Comments and Suggestions from Retirees Trustee Russell commented on his perspective on the GERS Bylaws, as a retiree. He suggested that the legislation governing the composition of the Board be revised so that board membership terms are limited, and no board member serves for a lifetime. Trustee Russell further recommended a better structure that would promote inclusion in decision-making processes by the Trustees. Finally, he pointed out instances where Trustees are not involved in significant . decisions that may impact the Board's structure. Comments and Suggestions from Active Members None Trustee Dorsey requested that the agenda of the Board of Trustees Regular Meeting be re- ordered to hold an executive session first, followed by voting topics of the regular meeting. A motion was made by Trustee Dorsey and seconded by Trustee Russell for the agenda of the Board of Trustees Regular Meeting to be re-ordered to hold Executive Session first, followed by voting topics of the regular meeting. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood) and 1 Absent (Liger). A motion was made by Trustee Smith and seconded by Trustee Russell 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 premature disclosure will frustrate the implementation of the proposed agency action. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood), and 1 Absent (Liger) GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Executive Session A motion was made by Dorsey and seconded by Smith to come out of Executive Session. The motion passed with 6 Yes (Bowry, Dorsey, Liger, Russell, Smith, and Callwood). Regular Session The Chairman reported out of Executive Session that the Board reviewed Medical Committee recommendations. Chairman’s Report None Regular Session A. New Business 1. Vehicle Purchase — Administrator Dawson is requesting approval from the Board to purchase a $60,000 vehicle for the St. Thomas complex; an item that was not included in the budget. The New vehicle will replace four (4) vehicles to are no longer cost effective to maintain and have been experiencing mechanical problems. Two of the four vehicles to be replaced have already been sold by GERS. A motion was made by Russell and seconded by Smith granting Administrator Dawson authorization of funds to purchase a vehicle for the St. Thomas Complex at a cost of $60,000 with a 10% margin. The motion passed with 6 Yes. (Bowry, Dorsey, Liger, Russell, Smith, and Callwood) Communication and Correspondences None Chairman’s Report On February 28" and 29", the Chairman met with Senior Management staff as well as VITECH representatives to discuss migration and other matters. On March 5‘, Chairman Callwood, Administrator Dawson, and Acting General Counsel Attorney Ishmael Meyers Jr. appeared before the Legislature’s Committee of Budget and Appropriations and Finance to testify on Bill No. 35- 0196 (GERS General Liability / Personal Loan Program). Trustee Russell asked what’s the progress on the migration. Administrator Dawson replied that the project is proceeding at a pace and migration assessment is being executed. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Administrator’s Report Meetings, Presentations, and Appearances February 22 Recorded segment of WTJX’s “Comes with the Territory” with Lesley Comissiong, which aired on Sunday, February 25th February 28 — 29 Meetings with Vitech regarding V3 Migration and other matters March 5 Appeared at Legislative Committee on Budget, Appropriation and Finance to testify on Bill 35-0196 March 6 Attended Board of Trustees’ Development Committee Meeting March 7 Participated in Havensight Project Review with IDEAS March 8 All-Staff Meeting March 11 Addressed GRUFF quarterly meeting and presented plaque to commemorate their organization’s Tenth Anniversary March 14 Personal Loans Restart Planning Meeting Vitech Update Meeting Havensight Mall Update Meeting March 19 Guest appearance on WSTA’s “Ideas and Issues” radio program GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Member Services Retirement Applications - as of March 15, 2024 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total STX 147 111 118 177 143 114 165 141 136 35 STT 147 164 427 224 172 126 178 184 148 Total 294 275 245 401 22 315 240 343 325 284 57 Processed 293 275 245 401 315 240 342 320 206 1 1 } } 0 ie) 1 Remaining Oo ——4 5 78 56 141* % Completed 99% 100% 100% 100% 100% 100% 99% 98% 73% 2% Contributions Processing-Refunds and Death Benefits October 1, 2023 — February 29, 2024 Refunds No. Cases Total No. of Cases Completed Amount Pending 164 © 40 Regular $3,219,470.61 Erroneous 3 1,621.77 8 Employer Share 0 0.00 3 Overpayment 114 $ 308,432.15 — 6 Total 281 $3,529,524.53 57 Death Benefits No. Completed Amount No. of Cases Types 10/1/23-02/29/2024 Pending Active ee $ 1,048,865.43 30 Retired 4 138,927.61 4 Total 22 $ 1,187,793.04 34 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Accounting Department Annuity Payments No. of retirees as of March 15, 2024, payroll: 8781 Cumulative dollar paid out from October 1, 2023 —- March 15, 2024 700 | Pensioners $0.00 702 ‘| Service Retirement Annuities 120,174,633.15 703 | Survivors’ Annuities 759,247.41 704 | Duty-Connected Death Annuities 1,174.91 705 | Duty-Connected Disability Annuities 1,439,837.91 706 | Non-Duty Disability Annuities 718,397.98 Totals 123,093,291.36 Number of retirees added to payroll from October 1, 2023 - March 15, 2024. 155 Number of retirees added to the payroll for the March 15, 2024, pay date. 20 Number of retirees expected to be placed on payroll for March 28, 2024, pay date: 19 Number of retirees deleted from payroll from October 1, 2023, through March 15, 2024: 134 Note: As of 3/15/24 payroll, the Gross Retiree Payroll has arrived at $ 11,221,808.64 Disbursement by Location as of 3/15/2024 Total Total Total Location Count Checks ACH Puerto Rico & Other islands 69 10 59 United States 1698 26 1672 International 6 3 3 1773 39 1734 St. Thomas 4056 76 3980 St. Croix 3488 65 3423 St. John 226 5 221 7770 146 7624 Total disb. 9543 185 9358 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING GOVERNMENT EMPLOYEES' RETIREMENT SYSTEM LOAN PORTFOLIO UNITS 2/29/2024 STT/STJ STX Active Personal Loans 306 180 126 Retiree Personal Loans 383 218 165 689 398 291 Construction/Home Improvement 11 8 Land 20 3 Purchase/Refinance 20 8 Auto Loan 1 0 Totals 52 19 TOTAL LOANS & MORTGAGES 760 450 310 TOTAL OUTSTANDING February 2024 ActivePL —- 1,967,480.65 | $ 1,221,422.88 Retiree PL - 1,810,829.35 1,014,378.09 Purchase/Refi_ - 1,205,781.18 876,541.64 329,239.54 Construction - 1,638,124.49 956,193.33 681,931.16 Land Loans - 355,575.16 16,043.08 Auto 7,727.74 $7,727.74 - GRAND TOTAL : $ 6,985,518.57 $ 4,415,795.76 | $ 2,569,722.81 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Operations BUILDING: No major issues other than ongoing maintenance. St. Thomas OfficeComplex its BUILDING: No major issues other than ongoing maintenance. CIMERONGOINGRROIGS ee New GERS Main Generator Build a foundation and extend the room. (Work in progress 75% complete) Havensightwnl: <9 eee Hotel Development Currently working on the parking spaces/green space design (GERS HM will contract with an architect, civil engineer, and a landscape design company. GENERATORS Havensight Mall Strategic and Infrastructure Plan - RFP Met with IDEAS to brainstorm names/design concepts to test in the market. Havensight Mall Waterline Replacement and Rehabilitation — Engineering Design Services — RFQ Update — The extension document has been approved by WAPA. The document will be updated for signatures with a new timeline. The company completed the underground GPR and Elipse will continue the waterline design. Rental Collection Office Buildings Rental and Electricity Collections — Exhibit A FEBRUARY 2024 Rental $60,816.41 Electric $56,576.59 Total $117,393.00 Total FYTD $446,812.11 $189,879.95 $636,692.06 Arrearages $101,568.97 $76,215.64 $177,784.61 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING LEASES | Casino Control Commission - The lease was signed by the VICCC and is awaiting final signature GERS Sinmataces. Department of Justice — New Lease with new signatories was drafted for signatures. Virgin Islands Police Department — Lease negotiated and being routed through the government approval process, currently with the Commissioner of Police. Plessen Ophthalmology Building: As per the lease agreement, a replacement generator is being sourced for the building. Two quotes were received for the unit, excluding installation, and the range was $48- S65K. Pending Contracts: ARS Southern Flat Roof GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING February 2024 Collection Rental ___ | Rental Year-To- {Electrical Year-To-| Total Year-To-ale Elec Collection! Sa Date Collection for! Date Collection Pino Late Charge FY200 | for FY 2024 y | ea Department of Justice $ 31843001$ 2978237 ]$ 18531500)$ 14597760 $74,12600)$ 56,104.93 Division of Personnel 2051408| 2640419) 17905552} =a = | 51977898 Opttamology Consats, | 5.4 41827 00 LLC ' mint Resin fe, LC ADMIN : 801858 Pesseny, LC ADMIN ; val ce é Plessen ye LLC ASC 9784 88 {370442 Equus Workforce Solution 4803.73 9018.65 , 133173 Vi Casino @ : TotalincomeReceived | § 60,846.41) 56,676.59 446,842.14 101,568.97} 76,215.64 Questions from Trustees to Administrator Angel E. Dawson Jr. Administrator Dawson requested the Chief Operating Officer, Clendinen Gumbs to share updates of arrearages for three Plessen Eye units. The COO replied that Plessen Eye Admin arrearage new total is $8,339.00, their storage unit arrearage is $636.00 and Plessen Eye ASC arrearage total is now $9,136.00. Trustee Dorsey asked about special rental payment arrangements for Public Safety lease. Acting General Counsel Meyers Jr. confirmed that the lease had no such provisions. A fund for governmental tenants was only discussed in previous board meetings. Administrator Dawson clarified that any agreement for rental payments would have to be established with the government agency. COO Clendinen Gumbs reminded the Trustees that the Department of Property and Procurement now requires purchase orders to secure rental payment funds before signing any new lease. Despite cash flow issues, the government will continue to pay as funds become available due to a purchase order. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Committee Reports (a) Investment Committee — Chairman Callwood — No Report. (b) Development Committee — Trustee Russell — During the March 6th Development Committee meeting, Trustee Russell reported that Senator Gittens was unable to attend and is awaiting a response for his availability. Mr. Biggs may present it at a future meeting. The travel policy was discussed for possible changes. Trustee Russell suggested visiting retirement communities in the US for project ideas in the Virgin Islands. (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report — No Report Trustee Russell asked if there was an attempt to get $15M administrative reimbursement cost or any other finances from the Legislature for the limited Loan Program. Chairman Callwood replied “No”. Trustee Russell recommended bringing this matter to the Legislature's attention since the program may require financial assistance. Treasurer’s Report Administrator Dawson read the Treasurer’s Report for the System and Havensight Mall for the month ending of February 29, 2024. Total Collections for February 29, 2024 is $19M and FYTD is $188M. Total Disbursements for February 29, 2024 is $24M and FYTD is $124M; Net Cash Deficit is $4.7M a Net Cash Surplus for FYTD of $63M Havensight Mall. Total Collections for February 29, 2024 was $435K and FYTD $2M; Total Disbursements for was $415K and FYTD is $2M and a Net Cash Surplus of $20K and Net Cash deficit of $43K FYTD. Admin Dawson said prospective tenants are interested in renting Havensight Mall, making it competitive to expect zero vacancies. There are currently eight vacant spaces at Havensight Mall. Trustee Dorsey requested an update of the Havensight Mall manager position, and Administrator Dawson said the Director of Retail, Dining, and Entertainment position at GERS is receiving applications. 10 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING A motion was made by Trustee Smith and seconded by Trustee Liger to accept the Treasurer’s Report for February 29, 2024. The motion passed with 4 Yes (Bowry, Liger Smith, and Callwood), and 2 Absent (Dorsey and Russell) Investment Officer’s Report Mr. Glenville Henderson read the investment report for the month ending February 29, 2024. - Total Plan returned 2.4% for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities. Total Domestic Equity returned 5.4% for the month. - Total International Equity returned 2.8% for the month o Develop Market Equity returned is 1.9% o Emerging Market Equity returned 4.8% Total Domestic Fix Income Return -0.6% ° Investment Grade Bonds returned -1.4% o TIPS returned -1.1% o High Yield Bonds returned 0.3% - No funds raised for the month of February - Total Alternatives returned 0.3% for the month A motion was made by Trustee Smith and seconded by Trustee Bowry to accept the Investment Officer’s Report for February 29, 2024. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood), and 2 Absent (Dorsey and Russell) Privileges on the Floor None Adjournment A motion was made by Trustee Smith and seconded by Trustee Bowry to adjourn the meeting. The motion passed with 4 Yes (Bowry, Liger, Smith, and Callwood), and 2 Absent (Dorsey and Russell). 11