MINUTES OF THE ANNUAL MEETING OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF PITTSBURGH

June 28, 2019

The Annual Meeting of the Board of Trustees was held on Friday, June 28, 2019, at 10:30 a.m., in the Assembly Room of the William Pitt Union at the University of Pittsburgh. Alumni, Commonwealth, and Term Trustees in attendance were Jane Bilewicz Allred, John A. Barbour, Eva Tansky Blum (Chairperson), Gary T. Brownlee, Michael A. Bryson, Mary Ellen Callahan, Vaughn S. Clagette, James P. Covert, Bradley J. Franc, Patrick Gallagher (Chancellor and Chief Executive Officer), Sy Holzer, S. Jeffrey Kondis, Robert G. Lovett, Roberta A. Luxbacher, John A. Maher III, Martha Hartle Munsch, Thomas E. Richards, Jack D. Smith, William E. Strickland Jr., Stephen R. Tritch, Thomas L. VanKirk, Peter C. Varischetti, and John J. Verbanac. Ex Officio and Special Trustees in attendance were Douglas M. Browning, David C. Chavern, the Honorable Rich Fitzgerald, Deborah J. Gillotti, Robert M. Hernandez, Thomas M. Kurtz, Marlee S. Myers, Jeannine T. Schoenecker, the Honorable Shawndya L. Simpson, Michael G. Wells, and Marna Cupp Whittington. Emeritus Trustees in attendance were John G. Conomikes, Catherine D. DeAngelis, J. Roger Glunt, Alfred L. Moyé, and Charles M. Steiner. Attending as a representative of the Secretary of the Pennsylvania Department of Education was Reuben Mills. University Officers in attendance included Ann E. Cudd, Kathy W. Humphrey, Paul Lawrence, Arthur S. Levine, Cynthia C. Moore, Rob A. Rutenbar, Narahari Sastry, Gregory G. Schuler, and Gregory A. Scott. Staff in attendance included Kenyon Bonner, Pamela W. Connelly, Kristin Davitt, Kimberly L. Honath, Heather Lyke, Ellen Moran, Amy E. Service, Paul Supowitz, and Kevin Washo.

Eva Tansky Blum, Chairperson of the Board of Trustees, convened the meeting at which a quorum was present. In keeping with the Sunshine Act, the meeting was duly advertised as a public meeting.

Welcome and Remarks of the Chairperson. Chairperson Blum welcomed the Trustees to the meeting and acknowledged Reuben Mills, who was attending as a representative for Pedro Rivera, Pennsylvania Secretary of Education. Chairperson Blum also recognized, and congratulated Trustee James P. Covert on being named one of the Chicago Bears’ Top 100 Players in the team’s history and on being selected as a member of the 2019 Pitt Athletics Hall of Fame Class.

Moment of Silence. At the request of Chairperson Blum, the Trustees observed a moment of silence in memory of A. Alice Kindling, who passed away on June 9, 2019. She earned both a bachelor’s and master’s degree from the University’s School of Nursing and a master’s degree from the University’s Graduate School of Public Health. Ms. Kindling had a long and distinguished career as a public health administrator for the Allegheny County Health Department. Ms. Kindling served on the Board for close to five decades. During that time, she was a member of numerous Board Committees – including chairing the Student Affairs Committee for 13 years – and served on several Boards of Visitors. Ms. Kindling was honored by the University as a Distinguished Alumnae and received both the Bicentennial Medallion of Distinction and the 225th Anniversary Medallion.

Approval of Minutes. The minutes of the February 22, 2019 Winter Meeting of the Board of Trustees were approved.

Report of the Investment Committee. Investment Committee member Bradley J. Franc provided the Board with a report on the Committee’s recent information and public meetings. At the June 13, 2019 information meeting, Gregory G. Schuler, Chief Investment Officer, reviewed the investment performance for the period ending March 31, 2019. At that time, the Consolidated Endowment Fund had a market value of $4.2 billion, with a one-year return of 3.29% compared to a one-year return benchmark return of 2.82% and a ten-year return of 9.91% compared to a benchmark return of 8.31%.

At the June 24, 2019 public meeting, the Committee approved an update to the Statement of Governance, Investment Objectives and Policies for the Consolidated Endowment Fund (the “Statement of Governance”). There were four primary revisions, which encompassed the following:

 Asset Allocation. The target exposure for illiquids exposure was increased to 49% from 34%. It will take roughly seven to eight years to implement this adjustment to the portfolio.

 Spending Policy. One of the primary revisions to the Statement of Governance is the establishment of a separate income percentage distribution rate for the University’s Operating Funds Quasi-Endowment, which will be used to support student financial aid.

 Derivatives and Co-Investments. The existing language was revised to clarify authorized activity pertaining to the use of derivatives and co-investments.

 Portable Alpha. The Statement of Governance was amended to implement a Portable Alpha program for US Equity. This program will be capped at 6% of Consolidated Endowment Fund’s balance, which is roughly 37% of the University’s existing US equity exposure.

The Committee also approved two spending distribution rates for the Consolidated Endowment Fund: (i) for Fiscal Year 2020, the income percentage for the Operating Funds Quasi-Endowment will be 4.75% of the three-year average market value, an increase of .50% from Fiscal Year 2019; and (ii) the distribution rate for the other funds in the Consolidated Endowment Fund in Fiscal Year 2020 will continue to be 4.25% of the three-year market value.

Mr. Franc noted that the primary investment objective for the Consolidate Endowment Fund is a nominal return equal to or greater than 7.7%, which reflects the approved income distribution percentage for donor-restricted endowment assets + Higher Education Pricing Index (“HEPI”), as well as administrative fees and expenses.

Report of the Property and Facilities Committee. Committee Chairperson John A. Barbour provided an overview of actions taken by the Property and Facilities Committee at public meetings held on April 29 and June 27, 2019, which included seven capital projects and two leases. Mr. Barbour highlighted a few of the most notable capital projects, which included:

-2-  Scaife Hall. The Committee approved the first phase of a major renovation of Scaife Hall. When completed, the two-phase project will modernize and improve the quality of teaching, research, and student space for the University’s School of Medicine. Phase 1 of the project has an estimated cost of $120 million and will include the construction of a seven-story West Wing Addition and incorporate a 600-seat lecture auditorium, classrooms, and teaching laboratories.

 Petersen Sports Complex. The construction of an addition to the Petersen Sports Complex will allow the Athletic Department to consolidate the baseball, softball, soccer, and women’s lacrosse teams and coaches in one building. The project, which has an estimated cost of $16.5 million, will add a third floor to the existing building and expand the first and second floors.

 Bigelow Boulevard. The renovation of Bigelow Boulevard and the William Pitt Union grounds will play an important role in the implementation of the Campus Master Plan. The project, valued at $23.7 million, will improve the streetscape and landscape of this high- profile corridor and will increase the safety of pedestrian, vehicular, and bicycle traffic. The project will also create a more student-oriented, accessible outdoor space for events and activities and serve a critical supporting role to enable future campus development.

Mr. Barbour advised the Board that the Committee also approved two leases for space for: (i) the Learning Research and Development Center in the former Pittsburgh Athletic Association facility; and (ii) the School of Medicine’s Immunologic Monitoring and Cellular Products Laboratory in the Riviera Building. Mr. Barbour stated that taken together, the seven approved capital projects will generate approximately 1,400 construction and support jobs, while the two leases will add $128,000 to the City of Pittsburgh property tax rolls.

In addition, the Committee received updates on the implementation of the Campus Master Plan, including a review of key transformative projects. A number of projects are moving forward to address near-term priorities in student recreation, campus housing, academic facilities, and Athletics, as well as critical infrastructure upgrades to support new development. The Committee discussed how these near-term priorities will impact the Fiscal Year 2020 Capital Budget, which will be presented to the Budget and Executive Committees for consideration in July. Mr. Barbour noted that there are several major projects that are driving a higher level of capital investment than has been customary in recent years. In order to prepare for that expected increase in project workload, the University has hired a new Assistant Vice Chancellor for Campus Planning.

Report of the Governance and Nominating Committee. Committee Chairperson James P. Covert reminded the Board that the Committee is charged with the responsibility of identifying, cultivating, and recommending candidates for election as Trustees of the University of Pittsburgh, as well as for filling other offices. The Committee met in executive sessions earlier this year where full discussions were held, but no actions were taken. At a duly advertised public meeting on June 10, 2019, the Governance and Nominating Committee endorsed the recommendations contained in the resolutions being presented to the Board.

-3- Background Statement for Resolution Re-electing and Electing Members of the Board of Trustees and Filling Other Offices. Mr. Covert introduced the Background Statement for Resolution Re- electing and Electing Members of the Board of Trustees and Filling Other Offices, which is included as page 10 of these minutes.

Resolution Re-electing and Electing Trustees of the University of Pittsburgh. The Resolution Reelecting and Electing Trustees of the University of Pittsburgh is included as pages 11 through 12 of these minutes. Mr. Covert stated that the Governance and Nominating Committee endorsed the re-election of incumbent Trustees G. Nicholas Beckwith III, Douglas M. Browning, Louis R. Cestello, David C. Chavern, Deborah J. Gillotti, and Michael G. Wells. The Committee also endorsed the re-election of Emil Spadafore and A. David Tilstone, as representatives of the University of Pittsburgh at Titusville and the University of Pittsburgh at Greensburg, respectively, for two-year terms.

In addition, the Committee endorsed the election of five candidates to serve on the Board: Robert O. Agbede, Vice Chairperson of Hatch USA; SaLisa L. Berrien, Founder and Chief Executive Officer of COI Energy; Sundaa A. Bridgett-Jones, Senior Associate Director of Policy Global Policy and Advocacy at The Rockefeller Foundation; Wen-Ta Chiu, Co-CEO of AHMC Healthcare Inc.; and Adam C. Walker, Chief Executive Officer of Summit Packaging Solutions. Biographical statements for Mr. Agbede, Ms. Berrien, Ms. Bridgett-Jones, Dr. Chiu, and Mr. Walker are included as pages 13 through 17 of these minutes.

Upon presentation of the Resolution Re-electing and Electing Members of the Board of Trustees, those candidates present for re-election announced their abstention from voting.

Upon motion duly made and seconded, the Board of Trustees approved the Resolution Re-electing and Electing Trustees of the University of Pittsburgh.

Following the vote, Chairperson Blum offered her congratulations to the Trustees who were elected or re-elected to the Board. She then asked Mr. Covert as Chairperson of the Governance and Nominating Committee, to chair the next portion of the meeting.

Resolution Re-electing the Chairperson of the Board of Trustees. The Resolution Re-electing the Chairperson of the Board of Trustees is included as page 18 of these minutes. Pursuant to the Bylaws of the University, the Chairperson of the Board may serve for five consecutive one-year terms. Chairperson Blum announced that she was abstaining from the vote; the vote was called by Mr. Covert.

Upon motion duly made and seconded, the Board of Trustees approved the Resolution Re-electing the Chairperson of the Board of Trustees.

Following the vote, Mr. Covert congratulated Ms. Blum on her re-election and thanked her for her dedicated leadership and service to the University. Chairperson Blum resumed chairing the meeting and thanked the members of the Board for their continued support.

-4- Resolution Electing the Chairperson-Elect of the Board of Trustees. Pursuant to the Bylaws of the University, in the final year of the incumbent Chairperson’s term, the Board may elect a Chairperson-Elect, who at the time of the next Annual Meeting of the Board, shall then assume the office of the Chairperson. Mr. Covert reported that the Governance and Nominating Committee endorsed the election of Trustee Thomas E. Richards to serve as Chairperson-Elect. The Resolution Electing the Chairperson-Elect of the Board of Trustees, which includes a biographical statement for Mr. Richards, is included as pages 19 through 20 of these minutes. Trustee Richards announced that he was abstaining from the vote.

Upon motion duly made and seconded, the Board of Trustees approved the Resolution Electing the Chairperson-Elect of the Board of Trustees.

Chairperson Blum congratulated Chairperson-Elect Richards.

Resolution Re-electing and Electing University Directors for the UPMC Board of Directors. Mr. Covert announced that, as he was among the candidates for election, Chairperson Blum would introduce the Resolution Re-electing and Electing University Directors for the UPMC Board of Directors. Chairperson Blum introduced the Resolution recommending the election of Trustees Vaughn S. Clagette, James P. Covert, and Thomas E. Richards, as well as the re-election of Trustee John J. Verbanac, as University Directors of the UPMC Board of Directors. The Resolution is included as page 21 of these minutes. Upon presentation of the Resolution, those candidates present for re-election and election announced their abstention from voting.

Upon motion duly made and seconded, the Board of Trustees approved the Resolution Re-electing and Electing University Directors for the UPMC Board of Directors.

Chairperson Blum thanked Mr. Covert for his report and acknowledged those Trustees whose service on the Board would conclude as of today’s meeting: Michael A. Bryson, Thomas M. Kurtz, Robert G. Lovett, Martha Hartle Munsch, Jeannine T. Schoenecker, William E. Strickland Jr., and Stephen R. Tritch. In offering her thanks to the seven Trustees, Chairperson Blum noted that as a group, they have devoted more than 100 years of service to the University. Chairperson Blum also recognized and thanked two Trustees whose service as Committee Chairs would conclude following the meeting: James P. Covert, Chairperson of the Governance and Nominating Committee, and Robert A. Luxbacher, Chairperson of the Affirmative Action, Diversity and Inclusion Committee.

Report of the Chancellor. Chancellor Gallagher began his remarks by echoing Chairperson Blum’s thanks to the Trustees whose service on the Board had concluded and those who had reached the end of their terms as Chairs of Board Committees.

Commonwealth Budget. Chancellor Gallagher announced that on June 26, 2019, the Pennsylvania Senate approved the Commonwealth appropriation, which includes a 2% increase in funding for the University. He noted that this represents a multi-year period of sustained increases in funding to support Pennsylvania residents attending the University. The Chancellor thanked the Commonwealth Trustees and elected officials for their support.

-5- New University Leaders. Chancellor Gallagher announced the following new appointments:

 Robert Gregerson, who will serve as President of Pitt-Greensburg beginning on July 1, 2019. Dr. Gregerson comes to the University from Florida Gulf Coast University, where he held a number of leadership positions, including Dean of Arts and Sciences, Acting Provost, and Vice President for Academic Affairs.  Catherine Koverola, who will officially become President of Pitt-Bradford and Pitt- Titusville, on July 1, 2019. Prior to joining the University, Dr. Koverola served as the Inaugural Provost of the African Leadership University in Mauritius. She previously held leadership positions at Cambridge College and Antioch University.  Mark Henderson, has accepted the Chancellor’s offer to serve as Chief Information Officer and Vice Chancellor. Mr. Henderson has held multiple roles at a number of research universities, most recently serving as Chief Information Officer of the University of Illinois, Urbana-Champaign. Mr. Henderson is the son of Dr. Donald Henderson, who served as Provost of the University from 1989 until 1993.  Audrey Murrell has been appointed as Acting Dean of the University Honors College, following the departure of Dr. Brian Primack. Dr. Murrell served as Associate Dean of the College of Business Administration for several years, where she directed the David Berg Center for Ethics and Leadership. Chancellor Gallagher noted that Dr. Murrell’s experience in both institutional leadership and student mentoring make her an excellent fit for the Honors College.

Year of Pitt Global. Chancellor Gallagher reminded the Trustees that in 2014, the University instituted “Year of…” celebrations to provide the University community with a platform to strengthen and explore a theme that highlights its strengths and encourages the community to explore cross-curriculum connections. During the Year of Pitt Global, the University celebrated and advocated for its position as a leader in international education. The Chancellor stated that the University has an obligation to prepare its students to thrive in an increasingly global world that includes large-scale, collaborative, international efforts in research, technology, and higher education. Chancellor Gallagher reviewed highlights of the Year of Pitt Global and the University’s international outreach, including:

 More than 2,100 University students participated in study abroad programs during the past academic year.  The U. S. State Department named the University as one of the nation’s top producers of Fulbright awards, which provides funding to improve cultural relations between countries. This year, 13 University graduate and undergraduate alumni received Fulbright Awards.  The Chancellor traveled to India and Italy where he met with alumni and students and strengthened ties with institutions in both countries.  The Shanghai Ranking released its 2019 Global Ranking of Academic Subjects, which listed the University as among the world’s elite institutions in 37 of 54 subjects and among the top 50 institutions in the world in 11 subjects.

Chancellor Gallagher said that the University’s global strategy includes encouraging and welcoming international students and scholars. These efforts include the opening of a new international welcome center at Posvar Hall. He noted that it is significant that, while international enrollment at other institutions has been declining, the University has seen a rise in its international student population.

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Chancellor Gallagher discussed growing concerns regarding foreign influence with respect to research and technology. He stated that the University has a responsibility to uphold the law; however, he emphasized that the University continues to support all members of the community engaged in research or scholarship regardless of their ethnic background or country of origin. Chancellor Gallagher advised the Board members that the University will embrace its global reach and continue to work to make the world a better place through knowledge, relying on the talent of all members of the University community to do so.

Higher Education Climate. Chancellor Gallagher updated the Trustees on a number of current issues impacting higher education across the country, including:

 The reverberations of the FBI investigation into college admission practices, known as “Varsity Blues.”  The increasing attention being paid to college affordability by elected officials and those running for office.  The drop in the number of children born after 2008, which, when combined with changing demographics in the country, is expected to have a dramatic impact on the number of college-aged children over the coming years.

Focusing on what has been called the “demographic apocalypse/cliff ,” Chancellor Gallagher noted that, while there has been modest growth in the number of Pennsylvania students applying to and/or admitted to the University, growth in the number of college-aged students in Pennsylvania has been stagnant. Over the past several years, the growth in admissions to the University has been from out-of-state students. The University has taken a number of steps to increase enrollment from outside of Pennsylvania, including adding regional recruiters, which has resulted in increases in enrollment by students in California and Texas.

Admissions and Financial Assistance. Chancellor Gallagher advised the Trustees that, once again, the University has received a record number of applications for admission, including a dramatic increase in the number of Latinx applicants. He assured the Trustees that the University is committed to affordability, access, diversity, and academic excellence, while also serving as a vehicle for social mobility.

With respect to financial assistance, in February, the University launched the Pitt Success Program. The Program has two parts: (i) a Pell Grant match, which will be automatic for every student receiving a Pell Grant across all campuses; and (ii) placing a cap on unmet financial aid that will begin with the Class of 2023. Chancellor Gallagher noted that this is the largest financial restructuring since the University became a state-related institution. The University is already experiencing an impact from the Pitt Success Program, with the number of Pell Grant-eligible recipients increasing by 18.7% across all campuses, with applications to attend Pitt-Bradford increasing by 25.4% since last year. However, Chancellor Gallagher noted that the University’s regional campuses still face intense competition from neighboring states that are waiving tuition for their residents, as well as from the Pennsylvania schools that are offering deep discounts to Pennsylvania residents, such as the regional campuses of The Pennsylvania State University and the 14 schools that make up the Pennsylvania State System of Higher Education.

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Chancellor Gallagher thanked the members of the Board for their support of the University’s efforts to promote access and affordability, which includes not only the Pitt Success Program, but also Panthers Forward and the Pittsburgh Public Scholars.

Research Funding and Innovation. Chancellor Gallagher reminded the Trustees that research is a key part of the University’s mission. The University continues to remain in the top five in terms of institutions receiving funding from the National Institutes of Health, which is expected to reach close to $900 million at the close of this Fiscal Year, matching or exceeding funding received in Fiscal Year 2011, which was bolstered by additional funding received under the American Recovery and Reinvestment Act.

The University also continues to see strong performance in terms of innovation and commercialization. During the current Fiscal Year, the number of patents issued has increased by 46%, while the number of startup companies formed has increased by 128%.

Chancellor Gallagher noted that one of the strongest testaments to the impact of the University’s research is how it touches and changes lives. He cited the work of Graham F. Hatfull, Eberly Family Professor of Biotechnology and Howard Hughes Medical Institute Professor of Biological Sciences. For more than three decades, Dr. Hatfull has worked to amass and study a collection of bacteriophages – viruses that infect bacteria. Dr. Hatfull has been assisted in his research by University students and high school students, using his work as a platform to inspire a passion for science and research. Chancellor Gallagher introduced a video that told the story of how Dr. Hatfull’s research was used to save the life of a young girl in the United Kingdom, who was suffering from a bacterial infection that was resistant to conventional treatments.

Closing Remarks of the Board Chairperson. Chairperson Blum reminded the Trustees of the following calendar items:

• New Student Convocation will be held at the Petersen Events Center on Wednesday afternoon, August 21, 2019. • The Fall Meeting of the Board will be held on Friday, September 27, 2019, at the University of Pittsburgh at Johnstown.

New Business. Chairperson Blum recognized Chancellor Gallagher to introduce a new item of business. Chancellor Gallagher announced that this would be the last Board meeting attended by Dr. Sharon Smith, who was retiring as President of the University of Pittsburgh at Greensburg. Chancellor Gallagher thanked Dr. Smith for her service to the University, to the Greensburg Campus, and to the community. Chairperson Blum, Trustees Mary Ellen Callahan and Jack D. Smith, Provost Ann E. Cudd, and Trustee-Elect A. David Tilstone each commented on the many contributions Dr. Smith has made to Pitt-Greensburg and to the Greensburg community.

Upon motion duly made and seconded, the Board of Trustees approved the Resolution of Appreciation for Sharon P. Smith, PhD. A copy of the Resolution is included as pages 22 through 23 of these minutes.

-8- Adjournment. There being no new business to come before the Trustees, Chairperson Blum adjourned the meeting.

______Cynthia C. Moore Deputy Secretary of the Board of Trustees and Senior Associate Legal Counsel

-9- BACKGROUND STATEMENT FOR RESOLUTIONS RE-ELECTING AND ELECTING MEMBERS OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF PITTSBURGH AND FOR OTHER OFFICES

The Governance and Nominating Committee is charged with the responsibility of identifying and recommending candidates for election as: (i) Trustees of the University of Pittsburgh; (ii) Chairperson of the Board; (iii) a Chairperson-Elect of the Board; and (iv) University Directors of the UPMC Board. On June 10, 2019, the Committee met in public session to endorse its recommendations.

The attached resolutions present the Governance and Nominating Committee’s recommendations for the above-referenced positions.

-10- RESOLUTION RE-ELECTING AND ELECTING CANDIDATES TO SERVE AS MEMBERS OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF PITTSBURGH

WHEREAS, the Governance and Nominating Committee at its public meeting on June 10, 2019, nominated the following individuals, currently serving as members of the Board of Trustees of the University of Pittsburgh, for re-election as Trustees for the 2019- 2023 Class in the categories specified below:

TERM TRUSTEES • Douglas M. Browning • Louis R. Cestello • David C. Chavern • Deborah J. Gillotti

ALUMNI TRUSTEE • Michael G. Wells

SPECIAL TRUSTEE • G. Nicholas Beckwith III

and

WHEREAS, that the Governance and Nominating Committee nominated the following individuals, who previously served on the Board of Trustees of the University of Pittsburgh, for re-election as Special Trustees for the first two years of the 2019- 2023 Class as representatives of the Advisory Boards specified below:

Emil M. Spadafore University of Pittsburgh at Titusville Advisory Board

A. David Tilstone University of Pittsburgh at Greensburg Advisory Board

and

WHEREAS, that the Governance and Nominating Committee nominated the five individuals, whose biographies are attached hereto, for election as Special Trustees of the University of Pittsburgh for the terms specified below:

• Robert O. Agbede 2019-2023 Class • SaLisa L. Berrien 2017-2021 Class • Sundaa Bridgett-Jones 2018-2022 Class • Wen-Ta Chiu 2018-2022 Class • Adam C. Walker 2017-2021 Class

now therefore be it

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RESOLVED, that the above-named individuals shall be, and hereby are, re-elected and elected as Trustees of the University of Pittsburgh for the terms and in the categories specified herein.

-12- Robert O. Agbede

Robert O. Agbede currently serves as Vice Chairperson of Hatch USA – a 9,000-member, employee-owned global multidisciplinary management, engineering, and development consultancy. He is the former Chief Executive Officer and owner of Chester Engineers, which merged with Canadian-based Hatch Ltd., in 2017.

Mr. Agbede acquired Chester Engineers in 2003, making it one of the operating companies within the ATS Group, the company he founded in 1987. He built Chester Engineers into the largest African American owned water/wastewater, energy and environmental engineering firm in the United States and the largest water and wastewater firm in western Pennsylvania. At Chester, Mr. Agbede developed a work culture that emphasizes the importance of giving back, viewing corporate social responsibility as good business.

The holder of several U.S. patents, Mr. Agbede has been honored with a number of awards, including receiving the Ernst & Young Entrepreneur of the Year – Business Services, the Minority Enterprise Development Agency’s Minority Small Business Award, the National Society of Black Engineers Golden Torch Award for Entrepreneur of the Year, and the NAACP Homer S. Brown Award. In 2009, the University of Pittsburgh African American Alumni Council presented him with its Distinguished Alumnus Award for Achievement in Business. Mr. Agbede was also inducted into the Swanson School of Engineering Hall of Fame in 2000.

Mr. Agbede received his bachelor's and master's degrees in mining engineering from the University of Pittsburgh Swanson School of Engineering. He is a member of the Swanson School Board of Visitors and Chair of its Diversity Committee. Mr. Agbede has helped to establish mentorship and scholarship opportunities at the Swanson School, including the Robert O. Agbede Scholarship for African American students pursuing engineering degrees and the Robert O. Agbede Annual Diversity Award to encourage recruitment and retention of African-American faculty and students.

-13- SaLisa L. Berrien

SaLisa L. Berrien, Founder and Chief Executive Officer of COI Energy, has over 25 years of experience in the electric power and smart grid space. From working in vertically integrated utilities (PP&L and PECO Energy) prior to deregulation, to ConEdison Solutions (a deregulated energy services company), and then on to Smart Grid, Clean Tech, Big Data Analytics, and SaaS Solutions, Ms. Berrien has had a diverse career in the energy space. In her early career, she sold the first electric vehicle (G-Van) in the Northeast region. She later went on to help EnerNOC move to #1 Demand Response company in the industry.

Ms. Berrien is also the Founder and Board Chair of STRIVE Inc., a 501(c)(3) charitable organization founded in 1995, which focuses on STEM leadership development training for students in 3rd through 12th grades. In 2013, she established COI Ladder Institute to focus on delivering leadership and empowerment services to millennials and women. Annually, COI Ladder Institute hosts a Women’s Business Leadership Retreat Conference in Martha’s Vineyard.

Since 1996, Ms. Berrien established several scholarship funds for high school and college students. Her first scholarship, the Jackson-Stephens Excellence Award, was named in honor of her maternal and paternal grandparents for paving the way so that she might have better opportunities in life. In 2004, she established the Karl H. Lewis Engineering Impact Alumni Endowment at the University of Pittsburgh for students of African descent enrolled in engineering. She later established the Talibah M. Yazid Academic Excellence scholarship for college bound high school seniors with a GPA greater than 3.0 to honor her aunt’s legacy as an educator.

Ms. Berrien holds a degree in Mechanical Engineering from the University of Pittsburgh and an Executive MBA from Saint Joseph’s University. She’s been a guest speaker at various conferences and events including SXSW, NSBE, the University of Pittsburgh, Florida’s Women in Energy Leadership Forum, American Society for Engineering Education Annual Convention, Microsoft’s Women Speaker Series, SAP’s Catalyst Summit, JLL AABN Florida, Wm. Allen High School Commencement Speaker, Morgan Stanley’s Sustainable Futures Summit, and a host of women in technology speaking engagements.

Ms. Berrien has been recognized with service awards from the City of Bethlehem, Lehigh University, the National Society of Black Engineers, and the YWCA. She is also the recipient of the National Council of Negro Women Mary Jackson Engineering Award and the Allentown Human Relations Commission Human Relations Award.

-14- Sundaa Bridgett-Jones

Sundaa Bridgett-Jones leads The Rockefeller Foundation’s support of policy innovations to help solve pressing international development issues including state fragility, global governance, and achieving the United Nations Sustainable Development Goals. Prior to this portfolio, she leveraged a $160 million investment to launch a global initiative to transform humanitarian and development aid delivery in Africa and Asia, and oversaw the development of a City Resilience Index, which has influenced the climate resilience work of companies like Google and AECOM.

Sundaa has over 20 years of experience designing and executing high-impact global initiatives and public-private partnerships. Between 2010 and 2012, she led the Office of Policy Planning and Public Diplomacy at the U.S. Department of State’s Bureau of Democracy, Human Rights and Labor in groundbreaking advocacy on Internet and religious freedoms. As a member of the White House National Security Staff interagency committee, she launched the development of the Open Government Partnership, a featured public-private partnership spearheaded by the Obama administration and the government of Brazil.

Previously, Sundaa managed c-suite affairs at the United Nations Department of Political Affairs and devised preventive diplomacy plans in South Asia. As an International Affairs Fellow at the Council on Foreign Relations, she analyzed, researched, and wrote about U.S. foreign policy and democracy promotion after a decade of leading governance initiatives at the U.S. Agency for International Development (USAID). In her time at USAID, Sundaa served with the Foreign Service in the Middle East, Southern Africa, and Central Asia — her final assignment was as the USAID representative to the Coalition Provisional Authority in Baghdad, Iraq, where she set up the first Transitional National Assembly.

Sundaa’s dedication to public service and leadership are evident through her professional and community involvement. She launched the Scholars in the Nation’s Service Initiative at Princeton University to encourage talented women and men to enter public service. She has taken on leadership and committee roles with Global Kids, an organization that develops youth leaders for the global stage. She is a member of the Board of Visitors for the University of Pittsburgh’s Graduate School of Public and International Affairs and the Council on Foreign Relations.

Sundaa holds a Master in Public and International Affairs from the University of Pittsburgh and a Bachelor of Science in International Affairs from Georgetown University.

She lives in New Jersey with her husband and daughter.

-15- Wen-Ta Chiu

Wen-Ta Chiu is a highly distinguished neurosurgeon, medical researcher, academic leader, and public health advocate. He serves as a Co-CEO of AHMC Healthcare Inc. in California. AHMC Healthcare Inc., a network of 8 hospitals, a cancer center, 2 skilled nursing facilities, insurance company, foundation and other affiliated entities, is committed to improving access to healthcare services for the most vulnerable members of the San Gabriel, California community.

In 2011, Dr. Chiu was appointed as the Minister of the Ministry of Health and Welfare (MOHW, 2011-2014). During his near 4-years of service, he successfully implemented the 2nd generation National Health Insurance, along with many other health policies. He also led the MOHW to overcome H7N9, H5N1, H1N1, Rabies outbreaks, food safety issues, disasters and more than 10 other crises in Taiwan. Prior to his appointment as Minister, Dr. Chiu led the successful growth of Taipei Medical University (TMU), a world-class medical university and hospital system, including doubling the size of the hospital system to 3,000 beds and led TMU promoting to Top 500 World Universities and Top 100 Asian Universities in the QS World Universities Rankings®.

In addition, he also served as Superintendent of Shuan Ho Hospital and Wan Fang Hospital, Chief of Neurosurgery, Director of the Biomedical Informatics Center, and Dean of the School of Public Health, Taipei Medical University.

Widely regarded for his accomplishments as a traumatic brain injury researcher, Dr. Chiu developed the world’s largest head-injury registry and promoted strong evidence to support the legislation of Helmet Use Law in Taiwan in 1997, which dramatically reduced the rate of motorcycle-related deaths in Taiwan and injury dropped from 3rd to 6th as the leading cause of death in Taiwan.

Dr. Chiu has devoted himself to public service and public health practices in Taiwan as a primary investigator for the Center for Health Policy Research and Development of the National Health Research Institutes and as a consultant for the Department of Health. He has made significant leadership contributions in public health as president of the Asia-Pacific Academic Consortium, the Academy for Multidisciplinary Neurotraumatology, and the Taiwan Neurotrauma Society, and as president of the Asia Oceania Neurotrauma Society.

He is the recipient of numerous awards and honors, including the Ming-Ning Wang Memorial Award, 17th Medical Dedication Award from the Health, Welfare, and Environment Foundation, the Contribution Award for Public Health from the Asia-Pacific Academic Consortium, and the University of Pittsburgh’s Legacy Laureate Award, its 225th Anniversary Medallion, and was named a Distinguished Alumnus of the Graduate School of Public Health.

Dr. Chiu earned his Doctor of Medical Science degree in neuroscience from Nihon University School of Medicine, an MD degree from Chung-Shan Medical College, and was a research fellow in neurosurgery at Stanford University. He received his master’s and doctoral degrees in public health from the University of Pittsburgh Graduate School of Public Health, where he is now a member of its Board of Visitors.

-16- Adam C. Walker

Adam C. Walker is Chief Executive Officer of Summit Packaging Solutions, a leading global supply chain partner providing end-to-end contract packaging solutions for brands known around the world. A high-impact strategist with 20 years of expertise in global manufacturing operations, business development, marketing, strategic business unit leadership, and turn-around assignments in the technology, automotive, beverage, and other industries, Mr. Walker took the helm in January 2014, and set in motion an accelerated growth strategy focused on technology, innovation, and expanding into new markets. His efforts have helped spur revenue, deliver customer satisfaction and increase shareholder value.

Previously, Mr. Walker co-founded Homestead Packaging Solutions, overseeing facilities in Tennessee and Michigan and garnering industry recognition such as NMSDC Supplier of the Year and the United States Department of Commerce – MBDA Manufacturer of the Year.

Mr. Walker played running back in the National Football League (NFL) for seven consecutive seasons, beginning and ending his career with the Philadelphia Eagles in 1990 and 1996, respectively. From 1991 until 1995, he played for the San Francisco 49ers and was a member of their 1994 Super Bowl XXIX championship-winning team. Mr. Walker was named special teams captain from 1994-1996 for both the 49ers and the Eagles, received the 1994 post-season special teams MVP award, and was nominated for the Ed Block Award for Courage in 1995. He was inducted into the Campbell Courage Hall of Fame, the Western Pennsylvania Football Hall of Fame, the Western Pennsylvania Sports Hall of Fame, and the University of Pittsburgh Varsity Letter Club.

Mr. Walker has received recognition for his contributions to the industry and community, including the 2016 United States Department of Commerce Manufacturing Firm of the Year award, the 2017 Atlanta Tribune Men of Distinction award, and the 2019 New Pittsburgh Courier Men of Excellence honoree. He serves on the boards of directors for the National Minority Supplier Diversity Council (NMSDC) and Proctor and Gamble’s Supplier Advisory Council.

Mr. Walker received his Bachelor degree in Economics from the University of Pittsburgh and completed the Advanced Management Executive Program from Northwestern University – Kellogg School of Management.

-17- RESOLUTION RE-ELECTING THE CHAIRPERSON OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF PITTSBURGH

WHEREAS, the Governance and Nominating Committee at its public meeting on June 10, 2019, nominated Eva Tansky Blum for re-election as Chairperson of the Board of Trustees to serve a one-year term, ending June 2020, in accordance with the provisions of the Bylaws of the University; now therefore be it

RESOLVED, Eva Tansky Blum is hereby re-elected to serve as Chairperson of the Board of Trustees for the term specified herein.

-18- RESOLUTION ELECTING THE CHAIRPERSON-ELECT OF THE BOARD OF TRUSTEES OF THE UNIVERSITY OF PITTSBURGH

WHEREAS, the Governance and Nominating Committee at its public meeting on June 10, 2019, nominated Thomas E. Richards to serve as Chairperson-Elect of the Board of Trustees of the University of Pittsburgh for a one-year term ending June 2020; and

WHEREAS, upon completion of the term of incumbent Chairperson Eva Tansky Blum, which concludes on June 26, 2020, the Chairperson-Elect shall become Chairperson of the Board of Trustees in accordance Chapter I., Article III., Section 3.4 of the Bylaws of the University of Pittsburgh; now therefore be it

RESOLVED, that Thomas E. Richards is hereby elected to serve as Chairperson-Elect of the Board of Trustees for the term specified herein.

-19- Thomas E. Richards

Thomas E. Richards is Executive Chairman of the Board of Directors for CDW. Prior to his retirement at the end of 2018, Mr. Richards was Chairman, President, and Chief Executive Officer of CDW. Under Mr. Richards’ leadership, the company grew from $9.6 billion in revenue in 2011 to more than $15 billion in 2017 and rose from No. 270 on the Fortune 500 list to No. 189. Since the company’s 2013 initial public offering, CDW’s market capitalization has grown to over $12 billion. Mr. Richards’ was voted as Glassdoor’s Highest Rated CEOs – Employee’s Choice in 2015, 2016, and 2017.

Mr. Richards joined CDW in 2009 as President and Chief Operating Officer with 33 years of experience in the technology industry. He became President and Chief Executive Officer in October 2011 and added the title of Chairman in January 2013. Prior to joining the company, Mr. Richards served as Executive Vice President and Chief Operating Officer of Qwest Communications, overseeing the day-to-day operations and performance of the telecommunications firm. Before assuming that role, he was Executive Vice President of Qwest’s business markets group. Mr. Richards also served as Chairman and Chief Executive Officer of Clear Communications, a network management software company, and as Executive Vice President and Management Committee Member of Ameritech, where he oversaw cellular, security monitoring, network services, and cable television operations. Additionally, Mr. Richards worked for 19 years with Bell Atlantic in various sales, marketing, and operations roles in telecommunications and computer services.

Mr. Richards earned a bachelor’s degree in economics from the University of Pittsburgh and a master’s degree in management from the Massachusetts Institute of Technology in the Sloan Fellows Program. He serves on the Board of Directors for Junior Achievement of Chicago and Northern Trust and is a former member of the Board of Trustees for the Rush University Medical Center. He was a member of the Economic Club of Chicago and the Executives’ Club of Chicago.

Mr. Richards was elected to serve on the University of Pittsburgh Board of Trustees in 2011. He has served on a number of Board Committees, including: the Athletics Committee; the Audit Committee; the Governance and Nominating Committee; and the Risk and Compliance Committee, which he chaired from 2013 until 2018. Mr. Richards also was a member of the School of Information Sciences Board of Visitors. He is a recipient of the University’s 225th Anniversary Medallion. During his undergraduate years, Mr. Richards was a four-year starter on the Pitt men’s basketball team, and he finished 11th on Pitt's all-time scoring list. In 2007, he was honored with the Pitt Varsity Letter Club Award of Distinction. Mr. Richards has also been inducted into the Pittsburgh Basketball Club Hall of Fame.

-20- RESOLUTION RE-ELECTING AND ELECTING UNIVERSITY DIRECTORS OF THE UPMC BOARD OF DIRECTORS

WHEREAS, the Governance and Nominating Committee at its public meeting on June 10, 2019, nominated the following members of the University of Pittsburgh Board of Trustees for election to serve as University Directors of the UPMC Board of Directors for the terms specified below:

Vaughn S. Clagette Practicing Physician The Southeast Permanente Medical Group Class of 2022

James P. Covert Former Chief Executive Officer and President of The Institute for Transfusion Medicine, Inc. Class of 2022

Thomas E. Richards Executive Chairman of the Board of Directors CDW Corporation Class of 2020

and

WHEREAS, the Governance and Nominating Committee at its public meeting on June 10, 2019, also nominated the following member of the University of Pittsburgh Board of Trustees, who is currently serving as a University Director of the UPMC Board of Directors, for re-election:

John J. Verbanac Chief Executive Officer Summa Development, LLC Class of 2022

now therefore be it

RESOLVED, that the above-named individuals shall be and hereby are, elected and re-elected to serve as University Directors of the UPMC Board of Directors for the terms specified herein.

-21- RESOLUTION OF APPRECIATION Sharon P. Smith, PhD

WHEREAS, Sharon P. Smith served as the valedictorian of her undergraduate class at Rutgers, The State University of New Jersey, where she graduated summa cum laude with her bachelor’s degree in Economics; she continued to pursue her studies in Economics going on to earn both her masters and doctoral degrees from Rutgers, before embarking on a distinguished and diversified career in business, research, government, and higher education; and

WHEREAS, Dr. Smith began her career as a Senior Economist at the Federal Reserve Bank of New York, and later served as a District Manager for AT&T in Economic Analysis, in Labor Relations, and in Corporate Strategy and Development; she went on to hold positions of increasing responsibility in academia and administration at Drew University, Cornell University, Princeton University, Fordham University (where she served as Professor of Management Systems and Dean of the Schools of Business), and National University and the National University System (where she served as Provost and Vice President for Academic Affairs and Vice Chancellor for Academic Affairs, respectively); and

WHEREAS, on March 19, 2007, following a national search, Sharon P. Smith was named the fourth President of the University of Pittsburgh at Greensburg, becoming the first woman to serve as President of a regional campus of the University; and

WHEREAS, over the course of her tenure as President, Dr. Smith has guided the University of Pittsburgh at Greensburg through challenging times for higher education in both the Commonwealth and nation; she worked to position the campus for the future by building strong academic and student programs, including re-envisioning the structure of its liberal arts programs and integrating those programs with digital learning, so that Pitt-Greensburg students would be best positioned for success in their studies and following their graduation; and

WHEREAS, under her leadership, the campus has seen remarkable growth, including the establishment of two new centers – the Center for Applied Research and the Center for the Digital Text – the development of new majors in Nursing, Healthcare Management, Public Policy, Education, and Spanish, as well as three new certificate programs, so that 1,500 full-time and part-time students attending the campus may now choose from 29 undergraduate majors, along with 26 minors; and the expansion of the internship and experiential learning options available to Pitt- Greensburg students; and

WHEREAS, Dr. Smith has steered Pitt-Greensburg through a physical transformation that included 54 major construction and renovation projects valued at over $28 million– including construction of the new Frank A. Cassell Hall, which received a gold LEED designation, and major renovations to 13 campus buildings, as well as upgrades to infrastructure, utilities, and athletic and recreational facilities; and

-22- WHEREAS, her leadership has led to increased national visibility and a host of favorable rankings and recognitions by national publications for the Greensburg Campus, including being designated a “Military Friendly School” for seven consecutive years by Victory Media, recognized as one of the nation’s “Colleges of Distinction,” named as a “Hidden Gem for Women in STEM,” and included on Money Magazine’s list of best college values in the nation; and

WHEREAS, Dr. Smith has earned the admiration, affection, and respect of the members of the University community and the Board of Trustees for her integrity, dedication, loyalty, and devoted service to the University; now therefore be it

RESOLVED, that the members of the Board of Trustees do hereby express their sincere appreciation and profound gratitude to Sharon P. Smith for her outstanding leadership and exceptional contributions to the extraordinary progress of the University of Pittsburgh at Greensburg; and be it further

RESOLVED, that this resolution be made a permanent part of the University’s records, and that it be suitably inscribed and presented to Dr. Smith as a symbol of gratitude and the high regard in which she is held by her many friends and colleagues at the University of Pittsburgh.

-23-