GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM OF THE VIRGIN ISLANDS REGULAR MEETING OF THE BOARD OF TRUSTEES St. Thomas/St. Croix Thursday, August 8, 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: 5/30/24) 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). Add Administrator’s Executive Assistant as Signatory to Imprest Fund 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 (ii). Havensight Discussion (ii). Organizational Realignment XIV. Privileges of the Floor XV. Adjournment GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 1 The Regular Meeting of the Board of Trustees for was called to order at 9:38p.m. At roll call, Trustees present were Nellon Bowry, Andre’ T. Dorsey, Ex-Officio Cindy Richardson, Ronald E. Russell, Loena E. Smith, and Dwane Callwood. The meeting was held via Zoom. Trustee not present during roll call was Vincent G. Liger. A quorum was established with 5 voting Trustees present. Staff in attendance: Angel E. Dawson, Administrator/CEO, Ishmael A. Meyers Jr., Acting General Counsel, Michele Nico, Deputy Administrator, Ms. Shoran D. C. Sasso, Chief Benefits Officer, Glenville Henderson, Investment Analysts, Jahmed Mills, Director of Retail, Dining, and Entertainment/Property Manager – Havensight, Roy Moorehead, Assistant Property Manager / Chief of Security – Havensight, Ms. Jerain Fleming, Executive Assistant to the Administrator, Sakeeda Freeman, Communication and Member Education Specialist, Chonda Todman, Benefits Assistant, Member Services, Abena McClean, Benefits Analyst, Member Services, LeSean Moses, Computer and Benefits Systems Technician, IT, Nikia Coley, Administrative Assistant to the Board, Zaida M. Castro, Legal Secretary to the Acting General Counsel Also, present at the meeting were Pedro K. Williams, Board Counsel, Kelsha Williams from Law Offices of Williams and Williams and Don Buchanon of VI Source. Ms. Desiree Hill, the stenographer, was not present but will transcribe the minutes using the Zoom recording. Trustee Dorsey informed Chairman Callwood that he has limited availability regarding voting matters. Comments and Suggestions from Retirees None Comments and Suggestions from Active Members None Secretary’s Minutes (Regular 05/30/2024) A motion was made by Trustee Bowry to accept the minutes of May 30, 2024, and seconded by Trustee Smith. The motion passed with Yes 5 (Bowry, Dorsey, Russell, Smith, and Callwood), and 1 absent (Liger). Communication and Correspondences None Chairman’s Report None GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 2 Meetings, Presentations, and Appearances May 29 Meeting with EDA business referral May 30 Board of Trustees Meeting May 31 Meeting with a senator regarding possible legislation May 31 Held introductory meetings between Messrs. Mills and Moorehead June 3 Orientation meeting with new Havensight Director/Manager June 3-7 Finalized Planning of Board Retreat June 11 Meet and greet for new Havensight Director/Manager with Tenants June 12 Meeting with IDEAS to review Havensight Brand and Experience Insights June 13 Onsite Meeting with Hampton by Hilton principal June 18 Linea Solutions Overview of Services June 21 Loans Meeting June 25 V.I. Port Authority Discussion on GERS Pension Plan June 27 Vitech Updates Meeting July 10 Haven Development Meeting GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 3 July 15 Integrated Insight Appeal Survey Results Meeting Retirement Applications - as of July 15, 2024 Member Services Contributions Processing-Refunds and Death Benefits October 1, 2023 – June 30, 2024 Refunds No. of Cases Completed Total Amount No. of Cases Pending Regular 303 $5,588,292.72 35 Erroneous 13 12,652.83 8 Employer Share 13 113,321.47 0 Overpayment 209 551,717.64 4 Total 538 $6,265,984.66 47 Death Benefits No. Completed Amount No. of Cases Types 10.1.23 – 6.30.24 10.1.23 – 6.30.24 Pending Active 36 $ 1,807,925.00 43 Retired 5 217,079.91 21 Total 41 $ 2,025,004.91 64 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Total STX 147 111 118 177 143 114 165 142 136 78 STT 147 164 127 224 172 126 178 184 157 73 Total 294 275 245 401 315 240 343 326 293 151 Processed 293 275 245 401 315 240 343 324 274 36 Remaining 1 0 0 0 0 0 0 2 19 115 137* % Completed 99% 100% 100% 100% 100% 100% 100% 99% 94% 24% GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 4 Accounting Department Annuity Payments No. of retirees as of July 15, 2024, payroll: 8790 Cumulative dollar paid out from October 1, 2023 – July 15, 2024 700 Pensioners $0.00 702 Service Retirement Annuities 208,099,987.31 703 Survivors' Annuities 1,322,678.70 704 Duty-Connected Death Annuities 2,029.39 705 Duty-Connected Disability Annuities 2,488,524.69 706 Non-Duty Disability Annuities 1,251,794.20 Totals 213,165,014.29 Number of retirees added to payroll from October 1, 2023 – July 15, 2024. 260 Number of retirees added to the payroll for the July 15, 2024, pay date. 10 Number of retirees expected to be placed on payroll for July 31, 2024, pay date: 7 Number of retirees deleted from payroll from October 1, 2023, through July 15, 2024: 230 Note: As of 7/15/24 payroll, the Gross Retiree Payroll has arrived at $ 11,274,064.86 Disbursement by Location as of 7/15/2024 Location Total Count Total Checks Total ACH Puerto Rico & Other islands 69 9 60 United States 1695 24 1671 International 5 2 3 1769 35 1734 St. Thomas 4081 68 4013 St. Croix 3509 53 3456 St. John 226 5 221 7816 126 7690 Total disb. 9585 161 9424 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 5 GOVERNMENT EMPLOYEES' RETIREMENT SYSTEM LOAN PORTFOLIO UNITS PERSONAL LOANS DATE 6/30/2024 STT/STJ STX Active Personal Loans 1481 739 742 Retiree Personal Loans 317 175 142 Total Active Loans 1798 914 884 MORTGAGES Construction/Home Improvement 19 11 8 Land 23 20 3 Purchase/Refinance 28 20 8 Auto Loan 0 0 0 Totals 70 51 19 TOTAL LOANS & MORTGAGES 1,868 965 903 TOTAL OUTSTANDING June 2024 Total STT/STJ STX Active PL - $13,256,278.56 $6,560,180.48 $6,696,098.08 Retiree PL - 1,255,660.00 691,753.48 563,906.52 Purchase/Refi - 1,179,398.93 850,159.39 329,239.54 Construction - 1,601,729.25 934,707.13 667,022.12 Land Loans - 346,869.68 330,798.59 16,071.09 Auto - $0.00 - GRAND TOTAL $ 17,639,936.42 $ 9,367,599.07 $ 8,272,337.35 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 6 Operations St. Croix Office Complex BUILDING: No major issues other than ongoing maintenance. St. Thomas Office Complex BUILDING: New GERS Main Generator (a) Build a foundation and extend the room. (Work is 100% complete) (b) Install generator in room. (Work is 100% complete) (c) Vent generator correctly. (Work is 100% complete) (d) Install ATS (Working with Electrical Engineer and contractor) Havensight Mall Hotel Development • Contract executed for greenspace/visitor center architect. • The hotel project is 51% completed. GENERATORS Update: Import Supply (to be done). Havensight Mall Strategic and Infrastructure Plan - RFP Met on July 15, 2024, to discuss final market research findings prior to Board Retreat presentation. Rental Collection Office Buildings Rental and Electricity Collections – Exhibit A June 2024 Total FYTD Arrearages Rental $55,828.48 $748,123.91 $130,270.39 Electric $14,390.91 $335,864.85 $56,248.29 Total $70,219.39 $1,083,988.76 $186,518.68 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 7 RENTAL – EXHIBIT A Rental Collection/ Late Charge Electrical Collection Rental Year-To- Date Collection for FY 2023 Electrical Year-To- Date Collection for FY 2023 Total Year-To-Date Revenue Collection Rental Arrearage Electrical Arrearage Notes Department of Justice $ - $ - $ 291,284.00 $ 228,386.68 $ 519,670.68 $ 116,409.00 $ 56,248.29 Mar.,Apr.,May June Rent March, April, May Electric Division of Personnel 38,028.16 13,602.91 255,711.84 100,672.31 356,384.15 - - FirstBank 290.20 103.47 2,611.80 1,138.53 3,750.33 - - Opthalmology Consultants, LLC 6,365.40 57,288.60 57,288.60 - - Plessen Eye, LLC_ADMIN 4,169.65 37,045.74 37,045.74 - - Plessen Eye, LLC_ADMIN STORAGE 603.20 5,359.20 5,359.20 - - Plessen Eye, LLC_ASC 4,568.14 40,586.16 40,586.16 - - Equus Workforce Solution 1,803.73 684.53 16,233.57 5,667.33 21,900.90 - - VI Casino 42,003.00 42,003.00 13,861.39 Oct. 2023 to May 2024 Total income Received $ 55,828.48 14,390.91 748,123.91 335,864.85 1,083,988.76 130,270.39 56,248.29 GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 8 Trustee Dorsey and Trustee Bowry congratulated the GERS staff for the successful rollout of the Limited Loan Program. Questions for Administrator Dawson Trustee Dorsey requested an update about a contract for developing green space and the Visitor Center at Havensight Mall. Also, Trustee Dorsey asked for a summary of the meeting with the Virgin Islands Port Authority (VIPA). Administrator Dawson replied that the June 25th meeting with VIPA was informational regarding whether employees will remain with GERS because of a Private Public Partnership. Trustee Bowry requested an update regarding a meeting with a Senator about possible legislation and the June 13th onsite meeting with Hampton by Hilton. Administrator Dawson clarified that the meeting with the Senator was for guidance on legislation; Administrator Dawson believes the proposed legislation will not materialize. The meeting with Hampton by Hilton was a regular meeting, and it was a tour to see the progress of the construction of the Hotel. The Hotel will be installing Microturbines to be self-sustained; therefore, there is no need for a backup generator. Chairman Callwood recommended the Trustees re-arrange the agenda to enter executive sessions due to limited availability for voting. The board members acknowledged the recommendation. A motion was made by Trustee Bowry to re-arrange the agenda to enter Executive session and seconded by Trustee Smith due to limited availability for voting. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood), and 1 Absent (Liger). Executive Session A motion was made by Trustee Dorsey and seconded by Trustee Smith to come out of Executive Session. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood), and 1 Absent (Liger). Treasurer’s Report Denise Jeremiah, CFO read the Treasurer’s Report for the System and Havensight Mall for the month ending of June 30, 2024 Total Collections for June 30, 2024 is $13M and FYTD is $245M. Total Disbursements for June is $30M and FYTD is $236M; Net Cash deficit is $17M a Net Cash Surplus for FYTD of $8.9M Havensight Mall. GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 9 Total Collections for June 30, 2024, was $369K and FYTD $4M; Total Disbursements was $1K and FYTD is $4M and a Net Cash deficit of $706K and Net Cash deficit of $390K FYTD. A motion was made by Trustee Dorsey and seconded by Trustee Russell to accept the Treasurer’s Report for June 30, 2024. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood) and 1 Absent (Liger). Committee Reports. (e) Investment Committee – Chairman Callwood – No Report (f) Development Committee – Trustee Smith – No Report (g) Budget/Audit Committee Report – Chairman Callwood – No Report (h) Policy Committee Report- Trustee Bowry – No Report. Investment Officer’s Report Mr. Glenville Henderson read the investment report for the month ending June 30, 2024. Funds raised in the month of June totaled $20M and ended the month of with $507.1M Total Plan returned 1.4% 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 -0.2% for the month o Develop Market Equity returned is -1.7% o Emerging Market Equity returned 3.4% o Total Domestic Fix Income Return 0.9% o Investment Grade Bonds returned 1.0% o TIPS returned 0.8% o High Yield Bonds returned 1.0% o Cash Returned 0.4% Total Alternatives returned -0.8% for the month A motion was made by Trustee Dorsey and seconded by Trustee Smith to accept the Investment Officer’s Report for June 30, 2024. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood) and 1 Absent (Liger) Regular Session GOVERNMENT EMPLOYEES’ RETIREMENT SYSTEM MINUTES BOARD OF TRUSTEES REGULAR MEETING August 8, 2024 10 Administrator Dawson requested that the Board consider the Resolution to add Ms. Jerain Fleming, Executive Assistant to the Administrator, as the new signatory to the Imprest Fund to replace Ms. Zaida Castro, who transferred to the General Counsel’s Office. A motion was made by Trustee Dorsey and seconded by Trustee Smith to add Administrator’s Executive Assistant, Ms. Jerain Fleming, as the new signatory to the Imprest Fund. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, Callwood), and 1 Absent (Liger). A motion was made by Trustee Dorsey and seconded by Trustee Smith to go into Executive Session. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood), and 1 Absent (Liger). Executive Session A motion was made by Trustee Smith and seconded by Trustee Dorsey to come out of Executive Session. The motion passed with 5 Yes (Bowry, Dorsey, Russell, Smith, and Callwood), and 1 Absent (Liger) Regular Session The Chairman reported out of Executive Session that the Board discussed pending Havensight property projects, medical review committee cases and matters regarding the organizational chart. Privileges of the Floor None Adjournment A motion was made by Trustee Dorsey and seconded by Trustee Bowry to adjourn the meeting. The motion passed with 5 Yes (Bowry, Dorsey, Russell, and Callwood), and 2 Absent (Liger and Smith). The meeting ended at approximately 11:15 a.m.