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GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Tuesday, April 16, 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; Regular: 3/19/24) 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). Request for Sole Source Roofing Contractor - Advance Restoration Services 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 Recommendations 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 for April 16, 2024, was called to order at 9:40a.m. At roll call, Trustees present were Bowry, Dorsey, Liger, Ex-Officio Richardson, Smith, and Callwood. The meeting was held via Zoom. The trustee not present during roll call was Russell. A quorum was established with 5 voting Trustees present. Staff in attendance: Angel E. Dawson, Administrator/CEO, Acting General Counsel, Ishmael Meyers, Denise Jeremiah, Chief Financial Officer, Asiah Clendinen Gumbs, Senior Deputy Administrator, Michele Nico, Deputy Administrator, Ms. Shoran D. C. Sasso, Chief of Benefits, Glenville Henderson, Investment Analyst, Roy Moorehead, Acting Property Manager-Havensight Mall, Dannica Thomas, Director of Communications, Engagement and Organizational Effectiveness, Sakeeda Freeman, Communication and Member Education Specialist, LeSean Moses, IT, Trenette Donovan, Financial Administrative Specialist, Zaida Castro, Executive Assistant to the Administrator/Legal Secretary to the Acting General Counsel, Nikia Coley, Administrative Assistant to the Board Also, present in the meeting were Pedro K. Williams, Board Counsel, and Desiree Hill, Stenographer. Comments and Suggestions from Retirees Chairman Callwood responded to the topics of interest put forward by Mary Moorhead letter dated February 4, 2024. Governor Bryan held a meeting with Chairman Callwood and Administrator Dawson in January and discussed the shortfall of the 2023 Special Purpose Vehicle (SPV) payment to GERS. Governor Bryan is pursuing a strategy to address the shortfall, so Chairman Callwood is of the opinion that a letter to the Public Finance Authority will not be a productive effort. Chairman Callwood stated The VI Code sets the eligibility requirements for retirees to become members of the Board of Trustees. Only the Legislature of the Virgin Islands, not GERS, can amend the law. Chairman Callwood strongly opposes any lowering of the requirements to be on the Board, due to the Board's significance. The Board of Trustees’ regular meetings, a key platform for decision-making, are conducted with utmost transparency. They are open to the public, and individuals are welcome to attend at either the St. Thomas or St. Croix GERS Complex board rooms. Chairman Callwood reiterates the Board's commitment in exploring opportunities to assist members with having access to affordable housing. The Board is open to vetting any ideas or proposals that will lead to the development of land, with a strong emphasis on home ownership. However, it's important to note that GERS is currently unable to restart the Mortgage program. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Ms. Mary Moorhead responded that this is the first meeting she is aware of and that the board meetings are open to the public. She expressed dissatisfaction with the Chairman’s responses to the items of interest. Comments and Suggestions from Active Members None Secretary’s Minutes (Regular 2/22/2024; Regular: 3/19/2024) A motion was made by Trustee Bowry to accept the minutes of February 22, 2024, and seconded by Trustee Liger. The motion passed with Yes 5 (Bowry, Dorsey, Liger, Smith, and Callwood), I Absent (Russell). A motion was made by Trustee Liger to accept the minutes of March 19, 2024, and seconded by Trustee Bowry. The motion passed with Yes 5 (Bowry, Dorsey, Liger, Smith, and Callwood), I Absent (Russell) Communication and Correspondences None Chairman’s Report None Administrator’s Report Meetings, Presentations, and Appearances March 20" Haven Development Meeting March 21* VITECH Update Meeting March 25" Travel to St. Croix for Monthly Staff Meeting Function March 27% VITECH Update Meeting April 2"4 Financial Update and Budget planning meeting April 3 V3locity Demonstration GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING April 3 GVI Audit Kickoff Meeting April 4" Attended Matching Fund Special Purpose Securitization Corporation Meeting April 4" Personal Loans Limited Restart Meeting April 8" — 11" Attendance at Sea Trade Conference on behalf of Havensight Mall Administrator Dawson thanked the media for covering the loan program. One Thousand Three Hundred Twenty-Nine (1,329) active members expressed interest in a personal loan. The pre- screening process is ongoing, and the deadline for online applications is April 19th. The loan program will start on or before April 29th, with appointments scheduled chronologically for application completion. Governor Bryan signed Bill No. 35-0196 into law as Act No. 8822. Trustee Bowry inquired about the Matching Fund Securitization Board meeting. Administrator Dawson reported that it was an open meeting, and no discussion took place regarding the matching fund cover over and the prospect of GERS receiving $32M. Member Services Retirement Applications - as of April 15, 2024 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total STX 147 111 118 177 143 114 165 141 136 44 SIT 1470 1640 M22 R22 eB _ 154 28 Total 294 = 275 #245 401 315 240 8343 325 290 72 Processed 293 275 «245 AOR 315240 8420822 24 Remaining 1 0 0 0 Q ce) 1 3 43 70 8 118* % Completed 99% 100% 100% 100% 100% 100% 99% 99% 85% 3% Contributions Processing-Refunds and Death Benefits October 1, 2023 — March 31, 2024 Refunds No. Cases Total No. of Cases Completed Amount Pending Regular 188 $3,630,887.85 67 Erroneous 4 1,873.75 11 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Employer Share 0 0.00 4 Overpayment 134 § 349,317.78 8 Total 326 $3,982,079.38 90 Death Benefits No. Completed Amount No. of Cases Types 10/1/23-03/31/2024 10/1/23-03/31/2024 Pending Active 20 $ 1,089,413.00 42 Retired 4 138,927.61 15 Total _24 $ _1,228,340.64 57_ Accounting Department Annuity Payments No. of retirees as of April 15, 2024, payroll: 8792 Cumulative dollar paid out from October 1, 2023 - April 15, 2024 700 ‘| Pensioners $0.00 702 | Service Retirement Annuities 142,122,323.71 703 | Survivors’ Annuities 898,070.88 704 | Duty-Connected Death Annuities 1,388.53 705 | Duty-Connected Disability Annuities 1,701,855.41 706 | Non-Duty Disability Annuities 851,190.66 Totals 145,574,829.19 Number of retirees added to payroll from October 1, 2023 - April 15, 2024. 193 Number of retirees added to the payroll for the April 15, 2024, pay date. 19 Number of retirees expected to be placed on payroll for April 30, 2024, pay date: 11 Number of retirees deleted from payroll from October 1, 2023, through April 15, 2024: 161 Note: As of 4/15/24 payroll, the Gross Retiree Payroll has arrived at $ 11,249,442.13. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING GOVERNMENT EMPLOYEES' RETIREMENT SYSTEM LOAN PORTFOLIO UNITS [PERSONALLOANS LL SSS Sark eee 3/31/2024 STT/STJ STX Active Personal Loans 291 173 118 Retiree Personal Loans 362 205 157 ———— TOTAL ACTIVE /RETIREE LOANS 653 378 275 Construction Home Improvement Land Purchase’ Refinance Auto Loan Totals TOTAL LOANS & MORTGAGES 724 430 294 TOTAL OUTSTANDING March 2024 $ $ $ Active PL 1,845,394.28 1,161,885.60 683,508.68 Retiree PL 1,728,891.48 961,741.77 767,149.71 Purchase/Refi 1,200,664,05 871,424.51 329,239.54 Construction 1,631,174.17 952,880.97 678,293.20 Land Loans 353,019.07 336,947.98 16,071.09 - Auto 7,727.74 $7,727.74 $ $ $ GRAND TOTAL 6,766,870.79 4,292,608.57 2,474,262.22 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Operations St. Croix Office Complex BUILDING: No major issues other than ongoing maintenance. St. Thomas Office Complex BUILDING: No major issues other than ongoing maintenance. OTHER ONGOING PROJECT New GERS Main Generator Build a foundation and extend the room. (Work in progress 90% complete) Havensight Mall Hotel Development — the developer has plans to extend the deck/bar/pool area by 8ft. Havensight Mall Strategic and Infrastructure Plan —- RFP Design concepts are being tested in the market. Rental Collection Office Buildings Rental and Electricity Collections — Exhibit A March 2024 Total FYTD Rental $49,643.32 $464,612.43 Electric $31,220.26 $191,317.84 Total $80,863.58 $655,930.27 LEASES Casino Control Commission - The lease was finalized - 2023-2028. Department of Justice — No New Updates. Virgin Islands Police Department — No New Updates. Arrearages $157,286.78 $115,960.76 $273,247.54 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Plessen Ophthalmology Building: No New Updates. Questions for Administrator Dawson Trustee Dorsey requested a report about Seatrade Conference through the Chairman of the Board. Administrator Dawson and other key staff members, such as Roy Moorehead, Acting Property Manager, Senior Deputy Administrator, Asiah Clendinen Gumbs, and Communications representative Dannica Thomas, participated in this essential event. Trustee Dorsey inquired whether the System had researched GVI agencies that receive federal funding for rent. GERS will have another government agency, The Firearms Division of the Police Department, as a tenant. Administrator Dawson emphasized that the Department of Property and Procurement has instructed agencies to obtain a purchase order before approving leases to ensure that funds are available for rent payment. Trustee Dorsey inquired about the meetings schedule for the Havensight Oversight Committee. Administrator Dawson has held meetings, but an update to the Oversight Committee will occur during the upcoming Board Retreat. IDEAS will be invited to the Board of Trustees retreat in July so that all Trustees can be updated simultaneously. Committee Reports. (a) Investment Committee — Chairman Callwood — The committee met on April 15" and received updates on the performance of the System’s investment portfolio from the investment advisors Meketa. (b) Development Committee — Trustee Ronald Russell — Report (c) Budget/Audit Committee Report — Chairman Callwood — No Report (d) Policy Committee Report- Trustee Bowry - No Report. Treasurer’s Report Denise Jeremiah, CFO read the Treasurer’s Report for the System and Havensight Mall for the month ending of March 31, 2024. Total Collections for March 3t, 2024, is $13M and FYTD is $202M. Total Disbursements for March is $25M and FYTD is $149M; Net Cash deficit for the month of March was $11M, while there’s a Net Cash increase for FYTD of $52M Havensight Mall. Total Collections for March 31, 2024, was $446K and FYTD $3M; Total Disbursements was $405K for March and $3M FYTD. Net Cash Increase of $40K for the month of March and Net Cash deficit of approximately $2K for FYTD. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Trustee Dorey asked about other agencies that owe money to GERS. The agencies are Water and Power Authority (WAPA) and Schneider Regional Medical Center (SRMC), with the latter possibly facing a lawsuit as they owe the system around $6M. A motion was made by Trustee Dorsey and seconded by Trustee Bowry to accept the Treasurer’s Report for March 31, 2024. The motion passed with 3 Yes (Bowry, Dorsey, and Callwood), 1 Absent (Russell) and 2 not voting (Liger and Smith). Investment Officer’s Report Mr. Glenville Henderson read the investment report for the month ending March 31, 2024. No funds raised in the month of March and ended the month of March with $533.9M. Total Plan returned 2.2% for the month (includes local investments and not Loans and St. Thomas and St. Croix facilities. Total Domestic Equity returned 3.2 % for the month. ‘ Total International Equity returned 3.2% for the month © Develop Market Equity returned is 3.4%. o Emerging Market Equity returned 2.5%. Total Domestic Fix Income Return 0.9% a Investment Grade Bonds returned 0.9%. oO TIPS returned 0.7%. o High Yield Bonds returned 1.2%. - Total Alternatives returned 0.1% for the month A motion was made by Trustee Dorsey and seconded by Trustee Bowry to accept the Investment Officer’s Report for March 31, 2024. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), 1 Absent (Russell) and 1 not voting (Smith). GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING Regular Session The Board chairman recommended the request for sole source roofing contractor — Advance Restoration Services be discussed at Executive Session. A motion was made by Trustee Bowry and seconded by Trustee Dorsey to amend the agenda to include request for sole source roofing contractor — Advance Restoration Services at Executive session. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), 1 Absent (Russell) and I not voting (Smith). 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 premature disclosure will frustrate the implementation of the proposed agency action. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), 1 Absent (Russell) and one not voting (Smith) Executive Session A motion was made by Trustee Bowry and seconded by Trustees Dorsey to come out of Executive Session. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), I Absent (Russell) and one not voting (Smith) Regular Session The chairman reported out of Executive Session that the Board discussed legal, procurement and medical committee matters. Privileges on the Floor Trustee Dorsey requested an update on the reorganization and succession plan for the System. Administrator Dawson will share the reorganization details with Trustee Dorsey. GERS its working on the Strategic Plan with UVI, including succession planning. Adjournment A motion was made by Trustee Dorsey and seconded by Trustee Bowry to adjourn the meeting. The motion passed with 4 Yes (Bowry, Dorsey, Liger, and Callwood), and I Absent (Russell) and one not voting (Smith). The meeting ended at approximately 11:45a.m. a GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING The minutes for the Regular Session were transcribed from the Zoom recording by Zaida Castro, Executive Assistant to the Administrator/Legal Secretary to the Acting General Counsel and reviewed and edit by Angel E. Dawson Jr. Administrator and CEO. Cpa 5 ae | Angel E. Dawson Jr. Administrator/CEO Secretary, GERS Board of Trustees 10 —