Finance & Compensation Committee

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THE WESTIN FORT LAUDERDALE BEACH RESORT, FORT LAUDERDALE, FL BONNET ROOM

Enterprise Florida Finance and Compensation Committee Meeting | August 21, 2017

Enterprise Florida Inc. Finance and Compensation Committee Members

Call-in Information (800) 501-8979 Access Code: 9565631# Host Access: 4400# Members: Holly Borgmann, Chairperson ADT US Holdings, Inc. Jorge Gonzalez, Vice Chair The St. Joe Company Jason Altmire Florida Blue Alan Becker Becker & Poliakoff P.A. Danny Gaekwad NDS USA Harry Sideris Duke Energy Gene Schaefer Bank of America Enterprise Florida Finance & Compensation Committee Staff Contact: Robert Schlotman Controller

Outlook

Enterprise Florida Inc., Finance & Compensation Committee │ August 21, 2017

Enterprise Florida Finance & Compensation Committee Meeting Westin Fort Lauderdale Beach Resort – Fort Lauderdale, FL 321 North Fort Lauderdale Beach Blvd., Fort Lauderdale, Florida 33304 August 21, 2017 10:00 a.m. – 11:00 a.m. (EST) Bonnet Room

KEY: (I) – Information (D) – Discussion

(A) - Action

Presiding Officer: Holly Borgmann, Chair, Finance & Compensation Committee

AGENDA

Welcome Holly Borgmann (I)

Roll Call Robert Schlotman

Review of Finance & Compensation Committee Charter • Committee Charter

Holly Borgmann (I)

Approval of Minutes – July 6, 2017 • July 6, 2017 Conference Meeting Minutes

Holly Borgmann (I/A)

Performance vs. Goals • Operations Performance to Goals • June 30, 2017 Consolidated Income Statement

Robert Schlotman (I/A)

Public Comments Holly Borgmann (D)

New Business Holly Borgmann (D)

Adjourn

Save the date: Jacksonville, FL - November 29-30, 2017

CALL-IN NUMBER: (800) 501-8979 ACCESS CODE: 9565631#

Updated 5/31/2017

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Enterprise Florida, Inc. Finance and Compensation Committee Charter

I. PURPOSE

The Finance and Compensation Committee shall assist the Board of Directors of Enterprise Florida, Inc. in overseeing the Organization’s financial budget and reporting, including approval of the operating budget. In addition, the committee shall oversee the management compensation policies and practices, including making recommendations to the independent directors with respect to the compensation of the Organization’s Chief Executive Officer, reviewing and approving management incentive compensation policies and program, and reviewing and approving bonus compensation programs for employees and exercising discretion in the administration of such programs.

II. MEMBERSHIP The Committee shall consist of three or more members of the Board, each of whom the Board has selected and determined to be “independent” in accordance with the Board Guidelines. The Chairman and members of the Committee shall be designated by the Vice Chair for Board approval.

III. MEETINGS AND QUORUM The Committee will meet on a regularly scheduled basis, whenever requested by a Committee member and additionally as circumstances dictate. The Committee will meet annually with the Chief Executive Officer and any other officers the Board and Committee deem appropriate to discuss and review the performance criteria and compensation levels of key executives. Notice of meetings shall be given to all Committee members, or may be waived, (in the same manner as required for meetings of the Board). Meetings of the Committee may be held by means of conference telephone or other communications, by means of which all persons participating in the meeting can hear and speak to each other. A majority of the members of the Committee shall constitute a quorum. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the Committee.

IV. AUTHORITY

In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Organization. The Committee shall have the power to retain outside counsel, compensation consultants or other advisors to assist in carrying out its activities. The Organization shall provide adequate resources to support the Committee’s activities, including compensation of the outside counsel, consultants and other advisors retained by the Committee. The Committee shall have the sole authority to retain, compensate, direct, oversee and terminate counsel, compensation consultants, and other advisors hired to assist the Committee, who shall be accountable ultimately to the Committee.

V. KEY RESPONSIBILITIES Subject to applicable corporate governance laws, the Committee shall undertake the following responsibilities, which are set forth as a guide. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee’s purposes or assigned by the Board from time to time. The Committee shall base its decisions on objective, documented and comparable data where such data is available. To fulfill its purposes, the Committee shall:

1. Review, edit and approve the recommended operational budget for Enterprise Florida; 2. Ensure the organization is utilizing assets in adherence to the company mission and approved

budget; 3. When requested, review any contracts in excess of $100,000 that were not a part of the

original budget process and recommend approval or disapproval by the Board;

Updated 5/31/2017

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4. Establish and review the Organization’s overall management compensation philosophy and policy;

5. Review and approve the Organization’s goals and objectives relevant to the compensation of the Organization’s key executives, including annual performance goals and objectives;

6. Oversee compliance with the compensation policies and procedures and the terms of employment contracts;

7. Review and authorize any severance agreement with key executives; 8. Evaluate at least annually the performance of key executives against the Organization’s goals

and objectives, including the annual performance objectives and, based on this evaluation, determine and approve (or recommend to the Board for approval in the case of the CEO) for the key executives;

9. Review on a periodic basis the Organization’s incentive compensation plans as well as plans and policies pertaining to perquisites, to determine whether they are appropriate, properly coordinated and achieve their intended purpose(s), and recommend to the Board any appropriate modifications or new plans or programs;

10. Review and recommend to the Board any changes in employee retirement plans or programs, and any other employee benefit plans and programs; and

11. Maintain minutes of meetings and regularly report to the Board on Committee findings, recommendations and actions and any other matters the Committee deems appropriate or the Board requests.

VI. REASONABLE COMPENSATION The Committee should ensure that no more than reasonable compensation is paid to the Organization’s employees. “Reasonable compensation” is the value that would ordinarily be paid for like services by similar organizations under similar circumstances. Compensation will be presumed reasonable under the relevant tax rules if the following three conditions are met:

1. The compensation arrangement is approved by disinterested members of the Board or the Committee.

2. The Board or Committee obtained and relied upon appropriate data as to comparability of compensation such as the compensation paid by similarly situated organizations, both taxable and exempt, for functionally comparable positions. This may include reviewing compensation surveys, actual written offers from similar organizations competing for the executive’s services, or other objective external data to establish comparable values for executive compensation.

3. The Board or Committee adequately documents the basis for its determination that the compensation is reasonable concurrently with making that determination.

In some cases, the Board or Committee may find it impossible or impracticable to fully implement each step of the rebuttable presumption process described above. In such cases, the Board or Committee should try to implement as many steps as possible, in whole or in part, in order to substantiate the reasonableness of compensation as timely and as well as possible.

Staff Support

The Finance and Compensation Committee is assisted by the Administration unit of EFI. Primary staff contact for the Committee is:

Robert Schlotman, Controller Phone: 407-956-5613 Email: Rschlotman@enterpriseflorida.com

Minutes of a Special Meeting of the EFI Board Finance and Compensation Committee

Enterprise Florida Board Finance and Compensation Committee Meeting Minutes | July 6, 2017 1

Minutes of a Special Meeting of the Finance and Compensation Committee of Enterprise Florida

A meeting of the Enterprise Florida, Inc. Finance and Compensation Committee was held on July 6, 2017 via conference call.

Members on the Call Staff on the Call

Jason Altmire Nate Edwards Holly Borgmann Scott Fennell

Stan Connally Mike Grissom Danny Gaekwad Katie Richardson Jorge Gonzalez Robert Schlotman Gene Schaefer

I. Welcome and Opening Statement

Statement of Public Notice II. Approval of Minutes III. Review of Finance & Compensation Committee Charter IV. Enterprise Florida Proposed Budget for FY 17/18 V. Adjourn

Welcome and Opening Statement Chair Holly Borgmann welcomed everyone. A quorum was present and the meeting was called to order at 9:31 a.m. Katie Richardson read the statement of public notice, announcing that the meeting was being held in compliance with Florida’s public record laws and open to all who wished to listen.

Approval of Minutes Chair Borgmann called for a motion to approve the minutes of June 1, 2017. Gene Schaefer entered the motion and Jorge Gonzalez seconded. The motion carried. Review of Finance & Compensation Committee Charter Chair Borgmann outlined the purpose and key responsibilities of the committee which include overseeing the organization’s financial operations, compensation policy, annual goals and objectives relative to the Finance & Compensation committee and retirement and benefits plans. She thanked Vice Chair Connally for the suggestion. The charter will be reviewed before each meeting. Vice Chair Connally suggested that the staff and committee look for opportunities to strengthen the charter and clarify anything that is not clear.

Enterprise Florida Proposed Budget for FY 17/18 Chair Borgmann presented the EFI budget for fiscal year 17/18. Private investment contributions are

Minutes of a Special Meeting of the EFI Board Finance and Compensation Committee

Enterprise Florida Board Finance and Compensation Committee Meeting Minutes | July 6, 2017 2

anticipated to be $1M for Enterprise Florida and $500,000 for Team Florida. Event revenue is an estimate of funds collected from companies participating in international events and trade missions. The payroll expense includes salaries for open positions and accrual for bonuses. Marketing expenses are split in two – Team Florida program costs are $2.9 with $723,000 for general marketing. Capital outlay includes software enhancements, renewal of licenses and improvements to Salesforce. EFI Controller Robert Schlotman added that they took a different approach to the budget this year. Each SVP along with Scott Fennell and Mike Grissom participated in the planning for what they wanted to accomplish for the upcoming fiscal year. The budget numbers were identified from that including the larger events and what was expected in revenue from those events, professional fees anticipated and international office contracts. It was a ground up exercise instead of taking what the state appropriated and determining how to spend it. Gene Schaefer asked about the private investment contributions - $1.5M budgeted this year with $2.4M budgeted for 16/17 and an actual of $1.5M. Robert explained that he wasn’t part of the budget process for the previous year. For this year he looked at the roster of board members and their contributions and only included those he was confident they could collect. Gene then asked about the budgeted payroll expenses which were higher than the actual for 16/17. Robert reported that there were several severance payouts last year that increased the amount. The David Wilkins recommendations reduced personnel and payroll overall, but they didn’t expect to realize all of it the first year because of the severances and payouts. He allocated for four open positions in Business Development and Administration. Scott reminded the committee that there were many open positions last year that are now filled or being filled. Some high level positions with larger salaries went unpaid last year. In response to a question from Danny Gaekwad, Robert explained that currently there are four positions that haven’t been filled – General Counsel, an administration position and two Business Developments manager positions. These four positions have been included in the budget. Gene also remarked that payroll as a percentage of total revenues had a significant change. How is the expense structure/payroll being adjusted to reflect the reduction in revenue? Robert responded that a lot of the reduction was on the operational side and not the payroll side. There were no new positions eliminated in the budget. Scott added that with the reduction in the state appropriation ($1M versus $8.5M) for marketing, they came up with $1.9M in efficiencies to beef up marketing. Bonus payments are made from private funds and are part of the payroll expense. Chair Borgmann asked about headcount as compared to a year ago. Robert will get back to the committee with those numbers. There has been attrition due to the David Wilkins report as well as the state appropriation discussions. Scott added that the current headcount is 71 including the open positions. That is down from last year. Vice Chair Connally stated that the year to year comparisons show a leaner budget. He is unhappy with the cutback on marketing. The message from Joe Hice is that they have good creative material done under the prior budget. They won’t be creating new marketing material and ads this fiscal year, but will be as strategic and cost effective as they can with what they have. Mike Grissom added that there may be some carry forward in marketing that can be used. Vice Chair Connally commended the team on continuing operations with reduced resources. It won’t be easy particularly in Business Development and International Trade. Mike remarked that with the tremendous addition of Scott and Robert, he is comfortable with their oversight of the budget. Danny Gaekwad asked about the international expenses. Robert explained that the international professional fees are for payments to the foreign offices that assist EFI (line item in the state appropriation) and the program costs are for events the team puts on. Contracts for foreign offices that were not performing were reduced or eliminated, and the funds were reinvested in other foreign office contracts that were performing well.

Minutes of a Special Meeting of the EFI Board Finance and Compensation Committee

Enterprise Florida Board Finance and Compensation Committee Meeting Minutes | July 6, 2017 3

Gene Schaefer offered a motion to approve the EFI fiscal year 17/18 budget. Jason Altmire seconded. The motion passed. Vice Chair Connally explained that the budget will be brought before the Executive Committee on a call later in the day and then before the full board at the August meeting.

Adjournment Having concluded committee matters Chair Borgmann asked for a motion to adjourn. Danny Gaekwad made the motion and Gene Schaefer seconded. The motion passed. The meeting was adjourned at 9:54 a.m.

E N T E R P R I S E F L O R I D A , I N C .

Operations Goals

F I S C A L Y E A R 2 0 1 7 - 1 8

GOALS WITH STANDARD PER UNIT

EFI Operations Goals FY 2017-18 Unit 2016-17

Standard 2016-17 Results

2017-18 Proposed Standard

Facilitate job growth EXEC 22,000 22,332 22,000

Secure private funding to match FY appropriation (in $ millions)1 EXEC $28.45 $33.472 $20.7

Full Compliance with state funding agreement EXEC 100% 100% 100%

Board Member Retention EXEC 85% 97% 85%

Staff satisfaction survey for: IT services and resources; HR services; Office services ADM 90% 96% 90%

Deadlines achieved x% of the time for reports and financial obligations ADM 95% 100% 100%

Established Projects BD 160 160 160

Project leads referred to Partners BD 150 169 150

Project-related capital investment (in $ millions) BD $1,800 $2,830 $2,000

Client consultations in target industry sectors3 ITD 1,900 2,214 1,900

Contracted and expected export sales from target sectors over the FY (in $ millions) ITD $600 $646.80 $600

Actual sales as a share of total export sales attributable to EFI ITD 10% 9% 10%

Total Impressions over all media of Florida’s business brand and EFI

MC 250,000,000 439,354,241 300,000,000

Positive messages across all news & trade media as a direct result of EFI efforts MC 700 7,554 700

Website traffic – number of hits across all EFI websites MC 1,500,000 1,318,541 1,500,000

Assist in Florida regions with bidding and hosting 15 new positive ROI Florida Sports projects/events per quarter FS 60 132 60

1 Private funding secured includes private sector contributions and additional sources of support as defined in Florida

Statutes 288.904 and Florida Statutes 288.047(9).

2 This number is tentative pending the issuance of Visit Florida financial statements to confirm full audited value of

cooperative advertising dollars, which are included in EFI’s private sector match obligation per section 288.904(2)(b)(6), Florida Statutes.

3 Unique consultations—duplicate consultations with the same client are eliminated from the number reported

EFI Operations Goals FY 2017-18 Unit 2016-17

Standard 2016-17 Results

2017-18 Proposed Standard

Produce ROI from three grant programs of at least $150:$1 in economic impact to the State of Florida. FS $150:1 $196:1

$75:14

Produce Sports Tourism jobs from Grant related and Amateur Sports events based on the State of Florida’s standard of 1 job per every 85 visitors. FS 4,000 9,674

4,000

Administer Defense Support Task Force: facilitate compliance with state, federal and EFI guidelines DEF 100% 100%

100%

This Operations and Performance Plan was prepared for management of EFI by the Chief Operating Officer with additional support from EFI’s Administration Division. Recommended by: __________________________________ Approved by Enterprise Florida Board of Directors on ____________________ 2017 Stan Connally, Vice Chair

4 This ratio has been reduced to 75:1 for FY17-18. The Small Market grants are awarded on a 75:1 requirement, and

other grants (SICA) are not awarded on this basis and rarely meet that threshold.

Enterprise Florida & Florida Sports CommissionsConsolidated Income Statement

For the Twelve Months Ending Friday, June 30, 2017(All in $000's)

Actual Budget YTD Difference Prior Year DifferenceYear To Date Year To Date Year To Date

RevenueState Operating Assistance - EFI $30,583 $22,003 $8,580 $18,123 $12,461State Operating Assistance - FSF 4,796 4,262 534 4,687 109State Operating Assistance - TMFL 8,500 8,500 0 10,000 (1,500)State Operating Assistance - FOF 9,653 9,653 4,735 4,918Private Revenue 2,014 2,817 (802) 2,570 (556)Event Revenue 1,341 1,280 61 1,360 (19)In Kind Revenue 173 173 243 (70)Management Fees 197 155 42 193 4Realised Gain/Loss - Investments 1,643 1,643 2,949 (1,306)Unrealised Gain/Loss - Investments 2,006 2,006 14,471 (12,465)Other Income 1,811 809 1,002 1,506 304Total Revenue 62,717 39,826 22,892 60,837 1,880

Expenses Payroll 7,095 7,854 (759) 9,645 (2,551)General & Administrative 3,226 2,199 1,027 3,260 (35)Program Costs - EFI 3,034 2,420 614 4,751 (1,717)Program Costs - FSF 1,791 1,812 (22) 1,674 117Event Costs - TMFL 9,187 8,570 617 5,344 3,842Grants to Subs 17,406 10,585 6,822 11,423 5,983International Offices 1,807 2,050 (243) 1,948 (141)Professional Fees 6,940 1,137 5,804 4,114 2,826Advertising & Marketing 305 390 (84) 495 (190)Travel 522 1,535 (1,013) 569 (47)Total Expenses 51,313 38,552 12,763 43,223 8,087

Change in Net Assets 11,404 1,274 10,129 17,614 (6,207)

Report Name: Consolidated Income Stmt -Finance and Comp Friday, June 30, 2017