Massachusetts Port Authority Employees Retirement System Board Meeting Minutes March 29, 2018

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A meeting of the Massachusetts Port Authority Employees Retirement Board was held at the offices of the Massachusetts Port Authority, One Harborside Drive, East Boston, MA 02128-2909, on Thursday,. The following members of the Board were present: James S. Hoyte, Chairman Michael A. Grieco, Vice Chairman Philip H. Mallett, Board Member John P. Pranckevicius, Treasurer-Custodian Betsy Taylor, Board Member Also present were: Irene Moran, Director of Retirement Laura Barbosa, Retirement Member Services Specialist Nancy Bournival, MPAERS Controller Lynn Fullerton, Retirement Board Coordinator Richard Heidlage, Massport Senior Legal Counsel, Retirement John Affuso, Massport Senior Legal Counsel, Transactions 1. Open Meeting Chairman Hoyte opened the meeting at 9:08 a.m. Christine Narcisse and Jonathan Reich joined the meeting at 9:08 a.m. 2. Roll Call Ms. Moran read a roll call: Member Hoyte Here Member Grieco Here. Member Mallett Here. Member Pranckevicius Here. Member Taylor Here. 3. Public Comments There were no public comments. 4. Accidental Disability Hearing Jonathan Reich Mr. Heidlage asked if Mr. Reich wanted the hearing to be held in public or executive session. Ms. Narcisse requested, on behalf of Mr. Reich, that the hearing be held in executive session.

That the Board shall go into Executive Session for consideration of the Accidental Disability Retirement Application of Jonathan Reich and will reconvene in public session following consideration of this item. Ms. Moran read a roll call: Member Hoyte voted Yes. Member Grieco voted Yes. Member Mallett voted Yes. Member Pranckevicius voted Yes. Member Taylor voted Yes. Upon a roll call in the Executive Session, the Board reconvened to public session at 9:20 a.m. Chairman Hoyte noted that the Findings of Fact and Rulings of Law with regard to Mr. Reich were adopted in the executive session. WHEREAS, Jonathan Reich, Port Officer, Security Services unit of the Maritime Department at the Fish Pier has applied for accidental disability retirement pursuant to G.L. c. 32, 7; and WHEREAS, after hearing, the Board made Findings of Fact and rulings that establish Mr. Reich s qualification for such retirement; and, WHEREAS, pursuant to G.L. c. 32, 7(2) the effective date of an accidental disability retirement is on the date the injury was sustained or the hazard or account of which he is being retired was undergone, or on the date six months prior to the filing of the written application for such retirement with the board and his respective employer, or on the date for which he last received regular compensation for his employment in the public service, whichever date last occurs; and WHEREAS, the applicable date is January 18, 2017 which is the date six months prior to the application date; NOW, THEREFORE, to approve the application of Jonathan Reich for accidental disability retirement pursuant to G.L. c. 32, 7 effective on January 18, 2017 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission. Ms. Narcisse and Mr. Reich left the meeting at 9:21 a.m.

5. Ratification and Approval of Minutes of the Board Meeting held on February 22, 2018 To ratify and approve the Minutes of the Board Meeting held on February 22, 2018. 6. Ratification and Approval of Minutes of the Executive Session held on February 22, 2018 To ratify and approve the Minutes of the Executive Session held on February 22, 2018. 7. Ratification and Approval of Investments for the Month of February 2018 The schedule of investments, buys and sells, for the month of February 2018 was presented to the Board for ratification. To ratify the investments as previously authorized by the Board, for the month of February as shown on the schedule submitted by People s United Bank, schedule attached. Robert Mahoney and Scott Warnetski joined the meeting at 9:25 a.m. 8. KPMG KPMG was represented by: Robert Mahoney Scott Warnetski Mr. Warnetski presented KPMG s Required Communications including MPAERS Financial Statements for the years ended December 31, 2017 and 2016. Mr. Mahoney presented audit results and reviewed the significant audit areas noting an unmodified opinion of the MPAERS financial statements. Mr. Mahoney noted that KPMG would be issuing an audit report on the GASB 67 and 68 schedules simultaneously with the financials. The Board thanked Messrs. Mahoney and Warnetski for an informative presentation. Messrs. Mahoney and Warnetski left the meeting at 9:55 a.m.

Stephen DiGirolamo joined the meeting via teleconference at 9:56 a.m. 9. Wilshire Associates Wilshire Associates was represented by: Stephen DiGirolamo (via teleconference) Ms. Moran briefly recalled Board discussion from the previous meeting regarding a potential Request for Proposals (RFP) for active international equity management. As requested by Member Grieco, Mr. DiGirolamo prepared and presented an International Equity Review comparing the performance of MPAERS active mandates against the index over the last twenty years. A robust discussion ensued relative to active vs. passive management. Based on their analysis, Wilshire recommended moving forward with the international equity RFP and to include both active and passive management strategies. The Board agreed to modify the RFP to include both active and passive managers. Mr. DiGirolamo s participation in the meeting ended at 10:38 a.m. 10. Approval of March Vouchers listed below: The Director presented March vouchers with attachments for approval; please see attached warrant report for detail: Funds Wired to Bank of America on 03/29/18 $2,723,645.98 Retiree Payroll Funds Wired to Massport Payroll Account on 03/29/18 $ 52,317.30 Funds Wired to People s United Checking on 03/29/18 $ 107,592.99 Funds Wired to Bank of America Checking on 03/29/18 $ 22,463.91 Lease --------------------- Total $2,906,020.18 Following a review of the vouchers on the attached warrant report and upon a motion duly made and seconded, it was: That March Vouchers are hereby approved in the total amount of $2,906,020.18. RESOLVED FURTHER: That the Treasurer-Custodian is hereby authorized to make payment upon the aforesaid vouchers.

11. Ordinary Disability Applications Christina Mines Juan Perez Because consideration of an ordinary disability retirement application involves discussion and evaluation of the medical condition of an applicant within the meaning of General Laws Chapter 30A, 11 A-1/2, the Chair believed it was appropriate to hold the consideration of the ordinary disability applications of Christina Mines and Juan Perez in Executive Session. Ms. Mines and Mr. Perez were informed of the board's intent to address these matters, individually, in executive session and were informed of their right to attend the meeting. That the Board shall go into Executive Session for consideration of the Ordinary Disability Retirement Applications of Christina Mines and Juan Perez and will reconvene in public session following consideration of these items. Ms. Moran read a roll call: Member Hoyte voted Yes Member Grieco voted Yes Member Mallett voted Yes Member Pranckevicius voted Yes Member Taylor voted Yes Upon a roll call in the Executive Session, the Board reconvened to public session at 10:44 a.m. Chairman Hoyte noted that the Findings of Fact and Rulings of Law with regard to Christina Mines and Juan Perez were adopted in the executive session. Christina Mines To accept the application of Christina Mines for ordinary disability retirement pursuant to Section 6 of Chapter 32 of the General Laws of Massachusetts, as more fully discussed in the Findings of Fact and Rulings of Law attached hereto and incorporated herein, effective upon approval by the Public Employee Retirement Administration Commission.

Juan Perez To accept the application of Juan Perez for ordinary disability retirement pursuant to Section 6 of Chapter 32 of the General Laws of Massachusetts, as more fully discussed in the Findings of Fact and Rulings of Law attached hereto and incorporated herein, effective upon approval by the Public Employee Retirement Administration Commission. 12. Vote to Approve Pending Retirements Superannuation Retirement Scott H. Albis The Director of Retirement presented the Superannuation Retirement Application of Scott H. Albis, Electrician, Group 4, in the Electrical Maintenance unit of the Aviation department at Logan Airport. WHEREAS, Scott H. Albis, Electrician, Group 4, in the Electrical Maintenance unit of the Aviation department at Logan Airport, currently age 62 years with 10 years, 7 months of creditable service, has applied for Superannuation Retirement, Option C, under the provisions of M.G.L. Chapter 32. WHEREAS, Scott H. Albis has been found upon investigation by the Director of Retirement to qualify for such retirement, effective on April 1, 2018. under the provisions of M.G.L. Chapter 32, of Scott H. Albis, Electrician, Group 4, in the Electrical Maintenance unit of the Aviation department at Logan Airport, currently age 62 years with 10 years, 7 months of creditable service effective on April 1, 2018 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission. Superannuation Retirement Howard T. Costa The Director of Retirement presented the Superannuation Retirement Application of Howard T. Costa, former Deputy Fire Chief, Support Services, Group 4, in the Fire Control unit of the Aviation department at Logan Airport.

WHEREAS, Howard T. Costa, former Deputy Fire Chief, Support Services, Group 4, in the Fire Control unit of the Aviation department at Logan Airport, currently age 53 years with 29 years, 2 months of creditable service, has applied for Superannuation Retirement, Option C, under the provisions of M.G.L. Chapter 32. WHEREAS, Howard T. Costa has been found upon investigation by the Director of Retirement to qualify for such retirement, effective on April 1, 2018. under the provisions of M.G.L. Chapter 32, of Howard T. Costa, former Deputy Fire Chief, Support Services, Group 4, in the Fire Control unit of the Aviation department at Logan Airport, currently age 53 years with 29 years, 2 months of creditable service effective on April 1, 2018 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission. Superannuation Retirement Ronald G. Gaudet The Director of Retirement presented the Superannuation Retirement Application of Ronald G. Gaudet, Assistant Manager, Transportation Operations, Group 1, in the Transportation Operations unit of the Aviation department at Logan Airport. WHEREAS, Ronald G. Gaudet, Assistant Manager, Transportation Operations, Group 1, in the Transportation Operations unit of the Aviation department at Logan Airport, currently age 60 years with 33 years, 6 months of creditable service, has applied for Superannuation Retirement, Option C, under the provisions of M.G.L. Chapter 32. WHEREAS, Ronald G. Gaudet has been found upon investigation by the Director of Retirement to qualify for such retirement, effective on April 16, 2018. under the provisions of M.G.L. Chapter 32, of Ronald G. Gaudet, Assistant Manager, Transportation Operations, Group 1, in the Transportation Operations unit of the Aviation department at Logan Airport, currently age 60 years with 33 years, 6 months of creditable service effective on April 16, 2018 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission.

Superannuation Retirement Brian S. Gibbons The Director of Retirement presented the Superannuation Retirement Application of Brian S. Gibbons, Port Officer, Group 2, in the Security Services unit of the Maritime department at the Fish Pier. WHEREAS, Brian S. Gibbons, Port Officer, Group 2, in the Security Services unit of the Maritime department at the Fish Pier, currently age 62 years with 39 years, 4 months of creditable service, has applied for Superannuation Retirement, Option C, under the provisions of M.G.L. Chapter 32. WHEREAS, Brian S. Gibbons has been found upon investigation by the Director of Retirement to qualify for such retirement, effective on April 1, 2018. under the provisions of M.G.L. Chapter 32, of Brian S. Gibbons, Port Officer, Group 2, in the Security Services unit of the Maritime department at the Fish Pier, currently age 62 years with 39 years, 4 months of creditable service effective on April 1, 2018 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission. Superannuation Retirement Bruce E. Gusler The Director of Retirement presented the Superannuation Retirement Application of Bruce E. Gusler, Working Foreperson, Group 1, in the Hanscom Maintenance unit of the Aviation department at Hanscom Field. WHEREAS, Bruce E. Gusler, Working Foreperson, Group 1, in the Hanscom Maintenance unit of the Aviation department at Hanscom Field, currently age 60 years with 40 years of creditable service, has applied for Superannuation Retirement, Option C, under the provisions of M.G.L. Chapter 32. WHEREAS, Bruce E. Gusler has been found upon investigation by the Director of Retirement to qualify for such retirement, effective on April 1, 2018. under the provisions of M.G.L. Chapter 32, of Bruce E. Gusler, Working Foreperson, Group 1, in the Hanscom Maintenance unit of the Aviation department at Hanscom Field, currently

age 60 years with 40 years of creditable service effective on April 1, 2018 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission. Superannuation Retirement Talibah O. Salih The Director of Retirement presented the Superannuation Retirement Application of Talibah O. Salih, former Drafter, Group 1, in the Capital Programs department at the Logan Office Center. WHEREAS, Talibah O. Salih, former Drafter, Group 1, in the Capital Programs department at the Logan Office Center, currently age 67 years with 13 years, 10 months of creditable service, has applied for Superannuation Retirement, Option C, under the provisions of M.G.L. Chapter 32. WHEREAS, Talibah O. Salih has been found upon investigation by the Director of Retirement to qualify for such retirement, effective on April 1, 2018. under the provisions of M.G.L. Chapter 32, of Talibah O. Salih, former Drafter, Group 1, in the Capital Programs department at the Logan Office Center, currently age 67 years with 13 years, 10 months of creditable service effective on April 1, 2018 subject to certification to be issued by the Commonwealth of Massachusetts Division of Public Employee Retirement Administration Commission. 13. Director s Report Inactive member refund request Russell Mazzola Ms. Moran reported that former Bridge Assistant Director, Russell Mazzola submitted a request for a refund of his account. Ms. Moran noted that Mr. Mazzola was terminated from Massport in 1997 for misappropriation of Massport property. She explained that, while M.G.L. Chapter 32, Section 10(1) precludes Mr. Mazzola from receiving pension benefits, he does retain the right to receive his accumulated total deductions, with interest. Ms. Moran also explained that no action by the Board was required and that Mr. Mazzola s refund request would be processed next month. Part-time service issue Ms. Moran alerted the Board to an issue with a career part-time employee who has been working well over her standard scheduled hours. She reviewed the MPAERS Supplementary Regulation on Creditable Service and explained how service is treated for a career part-time employee versus an employee with

periods of both full- and part-time service. Ms. Moran noted that this individual worked nearly full-time in recent years receiving the equivalent full-time salary but her part-time status did not change. In the next several months Ms. Moran expects to present to the Board a proposal to modify the current supplementary regulation or recommendations for administrative changes or both. CAFR update board and staff photos Ms. Moran mentioned that a photographer would be present at the April 27 th meeting to update Board and staff photos for both the annual report and use in the board room. PERAC Memo #13 Mandatory Ethics Training 14. New Business There was no new business. 15. Adjournment To adjourn the meeting at 11:11 a.m. 16. Documents and Exhibits Agenda Cash Disbursements 03/01/2018 03/31/2018 and Warrant Number 03/2018 AP KPMG Audit Results Wilshire Associates MPAERS International Equity Review, March 2018 Draft Request for Proposals: International Core Equity (ACWI ex. US) Investment Management Wilshire Associates Aberdeen Monthly Monitor, January February, 2018 Wilshire Associates Monthly Performance Summary, February 28, 2018 Minutes February 22, 2018 Executive Session Minutes February 22, 2018 MPAERS Fund Composite February 2018 Retiree and Survivor Payroll Reconciliation March 2018 People s United Bank Checking Account Reconciliation February 2018 Bank of America Checking Account Reconciliation February 2018 People s United Bank Replacement Plan Checking Account Reconciliation February 2018 Trial Balance 1/1/2018 1/31/2018 2017 3(8)(c) Receivables Attorney/Client Privilege Memorandum: Mazzola Eligibility for Superannuation Pension Attorney/Client Privilege Memorandum: Part-Time Employee Creditable Service/Pension Calculation PERAC Memo #13/2018: Mandatory Ethics Training, February 23, 2018 Draft PERAC Annual Statement for the year ended December 31, 2017

James S. Hoyte Chairman Michael A. Grieco Vice Chairman Philip H. Mallett Board Member John P. Pranckevicius Treasurer-Custodian Betsy Taylor Board Member Irene Moran Director of Retirement