REGENTS EXECUTIVE COMMITTEE MEETING ARIZONA BOARD OF REGENTS 2020 N. CENTRAL AVE. SUITE 230 PHOENIX, AZ 85004

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1 REGENTS EXECUTIVE COMMITTEE MEETING ARIZONA BOARD OF REGENTS 2020 N. CENTRAL AVE. SUITE 230 PHOENIX, AZ Tuesday, 3:00 p.m. 4:30 p.m. Committee Members: Regent Jay Heiler, Chair Regent Greg Patterson, Vice Chair Regent Ram Krishna Regent Mark Killian Regent Mark Naufel 3:00 p.m. CALL TO ORDER, GREETINGS, AND ANNOUNCEMENTS FROM THE COMMITTEE CHAIR 3:05 p.m. EXECUTIVE SESSION 4:00 p.m. ADJOURN EXECUTIVE SESSION / RECONVENE PUBLIC SESSION PUBLIC SESSION AGENDA 1. Proposed Multiple-year Employment Contract for Head Football Coach (ASU) Arizona State University asks that the committee review and forward to the full board for the approval of the terms and authorize Arizona State University to enter into an amendment to the Multiple-year Employment Contract for Michael Todd Graham as Head Football Coach at ASU, as described in the Executive Summary.

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3 REGENTS EXECUTIVE COMMITTEE MEETING 2 2. Proposed Multiple-year Employment Contract for Head Men s Basketball Coach (UA) The University of Arizona asks the committee to review and forward to the full board for approval an extension to the Multiple-year Employment Contract for Sean Miller as Head Men s Basketball Coach at the University of Arizona, together with revised monetary terms. 3. Proposed Multiple-year Employment Contract for Vice President and Director of Athletic (UA) The University of Arizona asks the committee to review and forward to the full board for approval an extension to the Multiple-year Employment Contract for Gregory Byrne as Vice President and Director of Athletics at the University of Arizona, together with revised monetary terms. 4. Proposed revision to board policy (Tribal Consultation) The board office asks the committee to review and forward to the full board for review on first reading the proposed revision to board policy (Tribal Consultation). 4:30 p.m. ADJOURN PLEASE NOTE: This agenda may be amended at any time prior to 24 hours before the Committee meeting. Estimated starting times for the agenda items are indicated; however, discussions may commence, or action may be taken, before or after the suggested times. Any item on the agenda may be considered at any time out of order at the discretion of the Committee Chair. The Committee may discuss, consider, or take action regarding any item on the agenda. During the public meeting, pursuant to A.R.S (A)(3) the Committee may convene in Executive Session regarding any item on the agenda for legal advice.

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5 REGENTS EXECUTIVE COMMITTEE EXECUTIVE SESSION AGENDA NOTE: The executive session is scheduled for 3:05 p.m. on Tuesday, September 15, The executive session may be recessed and continued as necessary. Statutory Authorization A.R.S Items to be Discussed Arizona State University (A.1, 3, 4) 1. Proposed Amendment to Multiple-year Employment Contract for Head Football Coach (ASU) University of Arizona (A.1, 3, 4) 2. Proposed Amendment to Multiple-year Employment Contract for Head Men s Basketball Coach (UA) (A.1, 3, 4) 3. Proposed Amendment to Multiple-year Employment Contract for Vice President and Director of Athletics (UA) PLEASE NOTE: This agenda may be amended at any time prior to 24 hours before the Committee meeting. Estimated starting times for the agenda items are indicated; however, discussions may commence, or action may be taken, before or after the suggested times. Any item on the agenda may be considered at any time out of order at the discretion of the Committee Chair. The Committee may discuss, consider, or take action regarding any item on the agenda. During the meeting, the Committee may convene in Executive Session regarding any item on the agenda.

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7 Meeting Item #1 EXECUTIVE SUMMARY Page 1 of 7 Item Name: Multiple-year Employment Contract for Head Football Coach (ASU) Action Item Committee Recommendation to Full Board First Read of Proposed Policy Change Information or Discussion Item Issue: Arizona State University asks that the committee review and forward to the full board for approval a one-year extension of the Multiple-year Employment Contract for Michael Todd Graham as Head Football Coach at Arizona State University and certain other changes. Enterprise or University Strategic Plan (Check the element(s) of the strategic plan that this item supports or advances) Empower Student Success and Learning Advance Educational Attainment within Arizona Create New Knowledge Impact Arizona Compliance Real property purchase/sale/lease Other: Multiple-year Contract Statutory/Policy Requirements ABOR Policies through require approval of multiple-year employment contracts. Background/History of Previous Board Action Todd Graham ( Coach ) is currently serving as Head Coach of the ASU Football Team under a Multiple-year Employment Contract, which will expire on June 30, Coach s contract provides that ASU will seek Board approval to extend the contract for an additional year following completion of the football program s 2014 season. ASU now seeks approval to amend Coach s contract to extend the term of the contract through June 30, 2020 and make certain other changes. Coach s Contact Information: José Cárdenas, Senior Vice President and General Counsel, ASU, (480) , jcardenas@asu.edu Ray Anderson, Vice President for University Athletics, ASU, (480) , reanderson@asu.edu

8 Item #1 EXECUTIVE SUMMARY Page 2 of 7 teams accomplished back-to-back 10-win seasons for the first time since 1973 and have three consecutive bowl appearances. Coach s teams are since his hire. In 2013, Coach led the Sun Devils to a Pac-12 South Divisional Championship, a 10-2 regular season record and an appearance in the National University Holiday Bowl. ASU finished the 2013 season ranked in the Top-25. In Coach s first season at ASU, he took the Sun Devils to their first winning season since 2007 and a victory in the Kraft Fight Hunger Bowl. Coach s 2014 team had 12 Pac-12 All-Academic selections, the highest in program history. The fall 2013 semester exceeded the previous all-time high with 57 student-athletes earning a GPA of 3.00 or higher. Based on due diligence, ASU has no knowledge that Coach has violated NCAA or Pac-12 Conference rules or otherwise engaged in wrongdoing, and there has been no litigation or press controversies related to his employment as Coach. Academic and athletic performance bonuses earned by Coach are summarized in the attachment to this Executive Summary. Discussion As provided in the contract, ASU desires to extend the term of Coach s contract an additional year from June 30, 2019 to June 30, The contract further provides that, if grounds do not exist for termination for cause, ASU will ask the Board to extend Coach s contract for one additional year following completion of the 2015 football season. Any such extension is in the sole discretion of the Board. Coach s current salary is $2,800,000. Coach s amended contract will provide for Coach s annual salary to increase to $3,000,000 on July 1, On each January 1 thereafter, Coach s annual salary will be increased by $100,000. Coach s salary will be paid from public university funds, specifically from revenue generated by Sun Devil Athletics. Annual Incentive Bonuses I. Athletic Performance Bonuses Coach may receive one-time compensation on an annual basis for the following athletic performance achievements by the Sun Devil Football program in a given year. There will be only one payment for the highest achievement under each section except as otherwise noted. (A) Conference Performance: Appearance in Pac-12 Conference Championship 10% of annual salary

9 Item #1 EXECUTIVE SUMMARY Page 3 of 7 OR Wins Pac-12 Conference Championship 20% of annual salary (B) Post-Season Performance: Appearance in national championship game OR Wins college football national championship 40% of annual salary 50% of annual salary Appearance in college football semifinal game OR Wins college football semifinal game Appearance in a major bowl game (Rose, Sugar, Orange, Cotton, Peach or Fiesta) OR Wins major bowl game 30% of annual salary 35% of annual salary 15% of annual salary 25% of annual salary Appearance in any non-major bowl game 1 month of annual salary AND Wins non-major bowl game $25,000 (C) Regular and Post-Season Wins (payment in this section is cumulative; total possible bonus = $900,000): 8 wins = $50,000 9 wins = $100, wins = $150, wins = $250, wins = $350,000 (D) Coach of the Year Awards (there will be a one-time payment for each achievement): National Coach of the Year $100,000 Any other Coach of the Year $50,000

10 Item #1 EXECUTIVE SUMMARY Page 4 of 7 (E) Rankings in Final Polls (there will be only one payment for the highest achievement; whichever ranking is highest and regardless of poll): Top 5 Ranking in Final Poll Top 10 Ranking in Final Poll Top 25 Ranking in Final Poll 3% of annual salary 2% of annual salary 1% of annual salary Based on Coach s present annual salary, if Coach earned the maximum athletic performance bonus allowed in each category, he would receive $3,240,000. II. Academic Performance Bonuses Coach may receive additional one-time compensation on an annual basis for the following academic performance achievements by the Sun Devil Football program in a given year. There will be only one payment for the highest achievement. Compensation Academic Year GPA (NCAA Definition) Graduation Success Rate (NCAA Definition) $ 50, OR 65% $ 75, OR 70% $100, OR 75% $125, OR 80% $150, OR 85% $175, OR 90% $200, OR 95% In addition, Coach will receive a bonus of 10% of annual salary if the football team s Academic Progress Rate (APR) is 970 or above. Note that the Current Team GPA for the year is 2.55, the Graduation Success Rate (GSR) is 69%, and the APR for (the most recent available) is 949. Based on Coach s present annual salary, if Coach earned the maximum academic performance bonus allowed in each category, he would receive $500,000. Coach will receive customary employee-related benefits that are normally available to other university staff employees. Coach will receive additional benefits consisting of tickets to ASU sporting events, use of two automobiles or a stipend, golf privileges at the ASU Karsten Golf Course, reimbursement of membership fees and monthly

11 Item #1 EXECUTIVE SUMMARY Page 5 of 7 dues at a country club. As part of his basic duties, Coach will conduct a camp to enhance public support of the Sun Devil Football program. ASU will own all rights to the camp and all revenues from the camp will be reserved to ASU. Coach may enter into personal service agreements with other parties provided such agreements are limited to speaking engagements and further provided that such agreements are approved in advance by the ASU President (or the President s designee) and can be performed within NCAA and ABOR limits. Coach must provide an annual disclosure of all outside sources of athletics-related income and benefits, which will be provided to the Board, the ASU President and the ASU Vice President for University Athletics. Coach will forfeit and repay any incentive or performance bonus paid to Coach when the achievements that were the basis for such payments are vacated, diminished or in any way affected by any sanctions, whether self-imposed by ASU or imposed by the Pac-12 or the NCAA, resulting from violations of NCAA or Pac-12 Conference rules by Coach or by an assistant coach or other program member and either Coach knew or should have known that the violation had occurred or was occurring or Coach failed to establish and maintain reasonable policies and procedures for the program to prevent such violations. This clause applies regardless of whether such violations result in termination of the contract and regardless of whether Coach is still employed by ASU. The contract may be terminated by the ASU President, or his designated representative, for cause in which case ASU will be liable only for salary and other compensation earned as of the termination date. If the contract is terminated by ASU for cause and the cause is one or more material violations by the program of NCAA or Pac-12 Conference rules, there will be a provision for Coach to pay to ASU its actual damages up to $100,000 resulting from the violations. ASU may terminate the contract at any time without cause. In that event, ASU will pay Coach as liquidated damages 100% of the then per annum salary for the remainder of the contract term. ASU will also pay Coach any salary and incentive bonuses earned through the termination date. In addition, if ASU does not extend Coach s contract or receive Board approval for an extension following completion of the 2015 season and thereafter terminates Coach s contract (other than for cause) prior to the end of the 2015 season, ASU will pay Coach $2,500,000. ASU will not be liable to Coach for other university benefits or collateral business opportunities. If Coach terminates the contract early and takes another intercollegiate coaching position or a professional coaching position, ASU shall collect an amount, as

12 Item #1 EXECUTIVE SUMMARY Page 6 of 7 determined by the ASU President, from Coach up to $1,500,000. If ASU does not extend Coach s contract or receive Board approval for an extension following completion of the 2015 season, then the liquidated damages payable by Coach shall be eliminated. The liquidated damages amount shall remain at $1,500,000 following the 2015 season provided the term of Coach s contract remains at five years. If Coach s contract is not renewed and the term decreases to four years, then the liquidated damages amount will be reduced to $1,000,000 for the remaining term of the contract. If Coach terminates the contract, Coach may not obtain employment as head coach with any Pac-12 Conference school for the time period remaining under the contract without the prior consent of the ASU President. Coach s duties include the obligation to abide by the applicable Board policies and ASU rules, regulations and policies as may be in effect from time to time as well as conflict of interest laws. Recommendation to the Committee Arizona State University asks that the committee review and forward to the full board to approve the terms and authorize Arizona State University to enter into an amendment to the Multiple-year Employment Contract for Michael Todd Graham as Head Football Coach at ASU, as described in the Executive Summary.

13 Item #1 EXECUTIVE SUMMARY Page 7 of 7 TODD GRAHAM HEAD FOOTBALL COACH Arizona State University Athletics Performance Bonuses Season Performance Milestone Bonus 2012 Appearance in non-bcs bowl game $166,667 Wins non-bcs bowl game $25,000 8 Regular Season Wins $50,000 Total $241, Appearance in Pac-12 Championship $230,000 Appearance in non-major bowl game $191, Regular and Post-Season Wins $150,000 Pac-12 Coach of the Year $ 50,000 Top 25 Ranking in Final Poll $ 23,000 Total $644, Appearance in non-major bowl game $225,000 Win non-major bowl game $25, Regular and Post-Season Wins $300,000 Top 25 Ranking in Final Poll $27,000 Total $577,000 Academic Performance Bonuses Fiscal Year Performance Milestone Bonus 2012 GPA 2.37 or GSR 64% $ 2013 GPA 2.40 or GSR 63% $ 2014 GPA 2.60 or GSR 67% $50,000

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15 Item #2 EXECUTIVE SUMMARY Page 1 of 4 Item Name: Multiple-year Employment Contract for Head Men s Basketball Coach (UA) Action Item Committee Recommendation to Full Board First Read of Proposed Policy Change Information or Discussion Item Issue: The University of Arizona asks the committee to review and forward to the full board to approve an extension to the Multiple-year Employment Contract for Sean Miller as Head Men s Basketball Coach at the University of Arizona, together with revised monetary terms. Enterprise or University Strategic Plan (Check the element(s) of the strategic plan that this item supports or advances) Empower Student Success and Learning Advance Educational Attainment within Arizona Create New Knowledge Impact Arizona Compliance Real property purchase/sale/lease Other: Multiple-year contract Statutory/Policy Requirements ABOR policies through require approval for multiple-year employment contracts. Background/History of Previous Board Action On June 5, 2014, ABOR approved extending Coach Miller s Multiple-year Contract ( Contract ) to May 31, The University now seeks to extend the Contract by one year, until May 31, 2020, and to revise its monetary terms. In addition, UA proposes to advance the vesting schedule for the Longevity Fund that was established by a donor to retain Miller. Doing so further supports retaining Miller without using any State or Athletic Department funds. Contact Information: Greg Byrne, Vice President and Director of Athletics, (520) , gbyrne@arizona.edu Laura Todd Johnson, Vice President for Legal Affairs and General Counsel (UA), (520) , LTJ@ .arizona.edu

16 Board of Regents Meeting Item #2 EXECUTIVE SUMMARY Page 2 of 4 The contract modifications support retaining Coach Miller, who is widely regarded as one of the nation s best basketball coaches. The Team has participated in post-season competition every year under his leadership, and most recently advanced to the Elite Eight of the NCAA Tournament, finishing with a record of Moreover, its most-recently published Academic Progress Rate was a perfect 1,000. Miller has not been involved in any NCAA violations and there has been no litigation related to his employment as Head Coach. He was involved in one minor press controversy three seasons ago involving criticism of an official s call. Miller s salary is paid entirely from revenue generated by the Athletics Department. No part of his salary is paid from appropriated funds or tuition revenue. Incentive payments most recently earned by Miller as well as Team academic performance are summarized in the attached document. Miller s most recent disclosure of outside athletically-related income is also attached. Discussion All monetary terms in Miller s Contract previously approved by the Board will remain unchanged except as follows: The Contract will be extended until May 31, The automatic $100,000 adjustment this Board previously approved to Miller s Base Salary each July 1 st will continue for the added year (Miller s Base Salary is currently $1,400,000 exclusive of $700,000 per year for peripheral duties [i.e., radio and television programs, speaking engagements, etc.]; the automatic adjustments are in lieu of any across-the-board salary adjustments that my become available from time-to-time to other University employees). In addition, the UA proposes to alter the terms of the Longevity Fund the Board previously approved for Miller s benefit as follows: o The Longevity Fund currently provides for Miller to receive a cash payment equal to the full value of the units in the Fund if he remains

17 Board of Regents Meeting Item #2 EXECUTIVE SUMMARY Page 3 of 4 employed by UA as of May 31, o Prior to May 31, 2022, Miller currently vests in the Fund at the rate of 1/8 of its value per year through May 31, 2018, after which date he would be fully vested. Under the existing contract, Miller is therefore vested in ¼ of the value of the Fund. Miller is entitled to payments of the vested amounts only if he is terminated without cause or is terminated with cause as a result of a substantial physical or mental incapacity or death. Therefore, he would not be entitled to any interim payments if he voluntarily leaves University employment or remains continuously employed. o Under the proposed amendment, Miller will receive a cash payment on May 31, 2020 (vs. 5/31/22), equal to the full fund value, if he is still employed as Head Men s Basketball Coach as of that date. He will also receive revised cash payments if he is terminated without cause or is terminated with cause as a result of a substantial physical or mental incapacity or death (such payments will be made to Miller s beneficiaries in the case of his death). Therefore, Miller will not receive any partial or interim payments of the Longevity Fund prior to May 31, 2020, if he voluntarily terminates his employment or is terminated for cause for a reason other than disability or death. The proposed revised vesting schedule is as follows: From the date of Board approval until May 31, 2017 After June 1, /3 of the value Full value Recommendation to the Committee The University of Arizona asks the committee to review and forward to the full board to approve the terms set forth above and authorize the University of Arizona to amend the Multiple-year Employment Contract for Sean Miller as Head Men s Basketball Coach at the University of Arizona according to such terms.

18 Board of Regents Meeting Item #2 EXECUTIVE SUMMARY Page 4 of 4 ATTACHMENT ONE COACHES/STAFF INCENTIVES SEAN MILLER - MEN'S BASKETBALL (effective July 1, 2012 through May 31, 2019)**RENEWED JULY 2014** ATHLETIC PERFORMANCE (amounts are cumulative) Wins Pac-12 REGULAR season Championship $50,000 Wins Pac-12 Tournament Championship $50,000 NCAA POST-SEASON TOURNAMENT PARTICIPATION - cumulative Team advances to "Elite Eight" in NCAA Tournament $50,000 Team advances to "Sweet Sixteen" in NCAA Tournament $50,000 Advances to "Third Round" in NCAA Tournament $25,000 Pac-12 Champs $ 50, Tourn Champs $ 50, Advanced to Elite 8 $ 50, Advanced to Sweet 16 $ 50, Advanced to 3rd Round $ 25, FINAL TEAM RANKINGS (amounts not cumulative, not to exceed $30,000) Team ranked within the Top 10 teams in the final regular season NCAA Regular-Season Rankings by either Coaches Poll or AP Poll $30,000 4th Coaches Poll $ 30, UNIVERSITY MBK TEAM WINNINGS RECORD (excludes pre-season, exhibition and post-season games) GAME SEASON WINS/LOSSES (amounts NOT cumulative, capped at $40,000) Team wins at least 25 REGULAR season games (does not included Pac-12 Tournment) $40, $ 40, ACADEMICS (FOR ) Multi-Year APR is 1000 (no rounding off) $50, * $ 50, GRAND TOTAL $ 345,000.00

19 Item #3 EXECUTIVE SUMMARY Page 1 of 5 Item Name: Multiple-year Employment Contract for Vice President and Director of Athletics (UA) Action Item Committee Recommendation to Full Board First Read of Proposed Policy Change Information or Discussion Item Issue: The University of Arizona asks the committee to review and forward to the full board to approve an extension to the Multiple-year Employment Contract for Gregory Byrne as Vice President and Director of Athletics at the University of Arizona, together with revised monetary terms. Enterprise or University Strategic Plan (Check the element(s) of the strategic plan that this item supports or advances) Empower Student Success and Learning Advance Educational Attainment within Arizona Create New Knowledge Impact Arizona Compliance Real property purchase/sale/lease Other: Multiple-Year contract Statutory/Policy Requirements ABOR policies through require approval for multiple-year employment contracts. Background/History of Previous Board Action On June 5, 2014, ABOR approved extending Byrne s Multiple-year Employment Contract ( Contract ) to May 31, The University now seeks to extend the Contract by one year, until May 31, 2020, and to revise its monetary terms. The proposed monetary revisions fall into two categories. The first revision is to clauses that incentivize Byrne to promote academic and athletic success. The second proposed revision is to advance the vesting and payout schedule for the Longevity Fund that was established by a donor to retain Byrne. Doing so Contact Information: Laura Todd Johnson, Vice President for Legal Affairs and General Counsel (UA), (520) , LTJ@ .arizona.edu

20 Item #3 EXECUTIVE SUMMARY Page 2 of 5 supports retaining Byrne without using any State or Athletic Department funds. The proposed contract modifications support retaining Byrne, who is widely regarded as one of the nation s best athletic directors. The Athletic Program has advanced both academically and athletically under Byrne s leadership. For instance, the Men s Basketball Team s most-recent annual APR was a perfect 1,000. There have been dramatic improvements to athletics facilities due to increased capital fundraising as well as an increase in Wildcat Club membership. In an article published on November 13, 2014, Business Insider Magazine ranked UA as the 20 th most dominant college athletic department in the country. Similarly, CBS Sports ranked UA Athletics high on its recent list of Best in College Sports. Neither Byrne nor the program have been involved in any NCAA violations and there has been no litigation related to his employment at UA. Byrne s salary is paid entirely from revenue generated by the Athletics Department. No part of his salary is paid from appropriated funds or tuition revenue. Incentive payments most recently earned by Byrne as well as Program academic performance are summarized in the attached document. Byrne s most recent disclosure of outside athletically-related income is also attached. Discussion All monetary terms in Byrne s Contract previously approved by the Board will remain unchanged except as follows: The Contract will be extended until May 31, Byrne s Base Salary will be increased by $25,000 on June 1, 2019, to $750,000. Byrne is currently eligible to receive payments on an annual basis based on UA s ranking in the Director s Cup, which measures overall athletic program success. While the potential payouts will remain intact, UA proposes revising the eligibility criteria as follows:

21 Item #3 EXECUTIVE SUMMARY Page 3 of 5 CURRENT PROPOSED AWARD Ranked 1 st Ranked 1 st Four weeks of Base Salary Rank between 2 nd and Rank between 2 nd and Two weeks of Base 5 th 15 th Salary Rank between 6th and 10th Rank between 16th and 25th One week of Base Salary The change is proposed revision is to make this category more realistic given that UA competes against many programs located in larger markets and that have significantly greater resources. UA s ranking was 36 th last year. It was last ranked in the top 25 in (23 rd ), and its all-time highest ranking was 4 th (in ) UA further proposes to eliminate bonuses based on Student-Athlete Graduation Success Rate because there is no valid comparative data for the general student body. While retaining the same bonus amounts, UA proposes to substitute a Multi-year Academic Progress Rate (MYAPR) metric as follows: ACHIEVEMENT All male or all female teams receive a MYAPR or annual APR score of at least 950 All male or all female teams receive a MYAPR or annual APR score of at least 975 All male or all female teams receive a MYAPR or annual APR score of 1000 BONUS One week of Base Salary Two weeks of Base Salary Four weeks of Base Salary Finally, the UA proposes to alter the terms of the Longevity Fund the Board previously approved for Byrne s benefit as follows: o The Longevity Fund currently provides for Byrne to receive a cash payment equal to the full value of the units in the Fund if he remains employed by UA as of May 31, 2022.

22 Item #3 EXECUTIVE SUMMARY Page 4 of 5 o Prior to May 31, 2022, Byrne currently vests in the Fund at the rate of 1/8 of its value per year through May 31, 2018, after which date he would be fully vested. Under the existing contract, Byrne is therefore currently vested in ¼ of the value of the Fund. Byrne is entitled to payments of the vested amounts only if he is terminated without cause or is terminated with cause as a result of a substantial physical or mental incapacity or death. o Under the proposed amendment, Byrne will receive a cash payment on May 31, 2020 (vs. 5/31/22), equal to the full fund value, if he is still employed as Vice President and Director of Athletics as of that date. He will also receive revised cash payments if he is terminated without cause or is terminated with cause as a result of a substantial physical or mental incapacity or death (such payments will be made to Byrne s beneficiaries in the case of his death). Therefore, Byrne will not receive any partial or interim payments of the Longevity Fund prior to May 31, 2020, if he voluntarily terminates his employment or is terminated for cause for a reason other than disability or death. The proposed revised vesting schedule is as follows: From the date of Board approval until May 31, 2017 After June 1, /3 of the value Full value Recommendation to the Committee The University of Arizona asks the committee to review and forward to the full board to approve the terms set forth above and authorize the University of Arizona to amend the Multiple-year Employment Contract for Gregory Byrne as Vice President and Director of Athletics at the University of Arizona according to such terms.

23 Item #3 EXECUTIVE SUMMARY Page 5 of 5 Attachment One GREG BYRNE - ATHLETIC DIRECTOR ACADEMIC INCENTIVES (BASED ON NEW CONTRACT EFFECTIVE JULY 1, 2014 THRU MAY 31, 2019) PERFORMANCE BONUS ACTUAL AMOUNT PAID CUMULATIVE GRADE POINT AVERAGE (CGPA - includes fall, spring & summer terms) Male Student-Athlete Cumulative GPA exceeds general University male CGPA (no rounding off) Female Student-Athlete Cumulative GPA exceeds general University female CGPA (no rounding off) 2 weeks Base Salary 2 weeks Base Salary S-A 2.65 UA $ - N/A S-A 3.11 UA $ 26,245 GRAND TOTAL $ 26,245 Dec- 14

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25 Item #4 EXECUTIVE SUMMARY Page 1 of 10 Item Name: Proposed revision to board policy (Tribal Consultation) Action Item Committee Recommendation to Full Board First Read of Proposed Policy Change Information or Discussion Item Issue: The board office asks the committee to review and forward to the full board on first reading of the proposed revision to board policy (Tribal Consultation). Enterprise or University Strategic Plan Empower Student Success and Learning Advance Educational Attainment within Arizona Create New Knowledge Impact Arizona Compliance Real property purchase/sale/lease Other: Background/History of Previous Board Action In 2011, the board adopted board policy to recognize the importance of consultation and collaboration with sovereign Indian tribes. The initial board policy was a charge to the universities to consult with tribes to develop university-level tribal consultation policies. University representatives consulted with tribal representatives regarding shared goals for meaningful consultation. Representatives of Arizona tribes requested a single board level policy to reflect the commitment of the Arizona Board of Regents to consultation and collaboration. This request was formalized in a letter dated November 5, 2012 from the Inter Tribal Council of Arizona (ITCA). In response, the Chair of the Arizona Board of Regents asked the Board President to work with ITCA, the Navajo Nation and the university tribal liaisons to develop a single mutually acceptable board level tribal consultation policy. Contact Information: Nancy Tribbensee nancy.tribbensee@azregents.edu

26 Item #4 EXECUTIVE SUMMARY Page 2 of 10 The board office prepared the proposed revision with guidance and assistance from the university tribal liaisons, ITCA administration and tribal representatives, including the Navajo Nation. Discussion The proposed policy revision: o recognizes and respects the authority of sovereign tribes and is committed to government-to-government relationships with individual sovereign tribes; o reflects the commitment of the board and universities to communicate early, regularly, and in good faith with individual tribal governments regarding proposed research, initiatives, agreements, and policies that may have foreseeable implications for tribes and individuals as members of a tribe; and o sets forth the requirements and expectations for good faith consultation between the board and universities and tribal leaders and designated representatives. The policy designates the board president as the Arizona Board of Regents tribal liaison. Each university president has designated a university tribal liaison. The Salt River Pima Indian Tribe sent the attached letter in support of the policy. On August 28, 2015, ITCA adopted a resolution in support of the proposed policy. The proposed policy, which will replace the current policy, is attached. Recommendation to the Committee The board office presents this proposed revision to board policy (Tribal Consultation) to the committee for first reading and forward to the full board for review.

27 Board of Regents Meeting September 24-15, 2015 Item # 4 Page 3 of 10

28 Board of Regents Meeting September 24-25, 2015 Item #4 EXECUTIVE SUMMARY Page 4 of 10 Policy Number: Policy Name: Tribal Consultation Policy Revision Dates: Page Tribal Consultation A. The Arizona Board of Regents and the universities value their relationships with sovereign tribal governments throughout Arizona, across the country and around the world. The purpose of this policy is to describe the consultative approach to be taken to promote and protect these important relationships. B. The Board and the universities will seek input from appropriate elected or appointed tribal officials before undertaking any action or policy that will, or is reasonably believed to, have the potential to affect a tribal community or its members. The universities will defer to guidance from each tribe to determine who has authority to provide input on behalf of the tribe for individual issues. This policy is not intended to address matters such as tuition setting and other general issues that affect tribal members or communities to the same extent as the general population. C. The Board and the universities agree to work in good faith to integrate the input generated from tribal consultation into their decision-making to achieve mutually acceptable solutions on issues that have the potential to affect a tribal community. D. The chair of the Board will designate a member of the system office staff to serve as a tribal liaison for the Board. Each university president will designate a member of the university staff to serve as a tribal liaison for the university and will communicate that designation to the president of the Board. E. Each university will adopt and submit for Board review and approval a tribal consultation policy that implements this policy. Each university will submit an annual report to the Board on the activities undertaken pursuant to the university tribal consultation policy. F. As part of its consultative policy, each university will address consultation with tribal governments regarding university research that may affect the tribe or its members. University research protocols will comply with all protections provided by applicable law. In addition, collaborative research between tribal entities and universities will uphold the following fundamental principles:

29 Item #4 EXECUTIVE SUMMARY Page 5 of Government-to-government relationship. The Arizona Board of Regents and the universities it governs recognize and value the sovereign authority of the 22 Indian tribal governments in Arizona. 2. Open, continuous and meaningful tribal consultation. The Board and universities will take affirmative steps to communicate early with individual tribal governments regarding proposed research involving tribes to arrive at mutual agreement regarding any proposed research. The Board and the universities will first initiate written communication with the tribal institutional review board. If no tribal institutional review board is established, the Board and universities will contact the highest levels of tribal government in writing to describe the proposed research and to seek guidance regarding appropriate tribal contacts and applicable tribal research codes or policies. 3. Collaborate in design, conduct and dissemination of research. Universities and tribes will collaborate in the design of research in which they jointly choose to participate. Each party to the joint research will consult with all other parties regarding confidentiality, ownership of data and results, use of land or other resources, ownership and disposition of any biological materials collected in the course of research, proposed changes in the research, and proposed publications or presentations relating to the research. Information should be shared in a manner that is reasonably understandable by all parties. G. University consultation policies will also address training for researchers with regard to the protocol. H. Each year the board will submit a report to the office of the Governor to reflect activities undertaken at the Board and the universities pursuant to the consultative tribal policies. Rev. 12/2008

30 Item #4 EXECUTIVE SUMMARY Page 6 of TRIBAL CONSULTATION I. GUIDING PRINCIPLES THE BOARD AND THE UNIVERSITIES VALUE AND DESIRE TO DEVELOP THEIR RELATIONSHIPS WITH SOVEREIGN TRIBES. THIS POLICY REFLECTS THE BOARD S COMMITMENT TO THESE IMPORTANT GOVERNMENT-TO- GOVERNMENT RELATIONSHIPS BY RECOGNIZING AND AFFIRMING FUNDAMENTAL PRINCIPLES OF CONSULTATION AND RESPECT. A. THE BOARD RECOGNIZES AND RESPECTS THE AUTHORITY OF SOVEREIGN TRIBES AND IS COMMITTED TO GOVERNMENT-TO- GOVERNMENT RELATIONSHIPS WITH INDIVIDUAL SOVEREIGN TRIBES. B. THE BOARD AND THE UNIVERSITIES RESPECT AND ACKNOWLEDGE THE CULTURE, TRADITIONS, BELIEFS, GOVERNANCE PROCESSES, TRIBAL LAWS, CODES, REGULATIONS, AND PROTOCOLS OF SOVEREIGN TRIBES. AS SUCH, THE BOARD AND THE UNIVERSITIES ARE COMMITTED TO COMPLYING WITH ALL APPLICABLE TRIBAL LAWS, CODES, AND REGULATIONS. C. THIS POLICY SETS FORTH THE REQUIREMENTS AND EXPECTATIONS FOR GOOD FAITH CONSULTATION BETWEEN THE BOARD AND UNIVERSITIES AND TRIBAL LEADERS AND DESIGNATED REPRESENTATIVES. D. THE EXPECTATIONS DESCRIBED IN THIS POLICY ARE IN SUPPORT OF, AND NOT INTENDED TO LIMIT, THE MANY SUCCESSFUL ON- GOING RELATIONSHIPS AND COLLABORATIONS BETWEEN THE BOARD, THE UNIVERSITIES AND TRIBES. THE BOARD ENCOURAGES ON-GOING COMMUNICATION WITH TRIBAL LEADERSHIP REGARDING THIS CONSULTATION POLICY AS WELL AS OTHER ISSUES OF MUTUAL INTEREST, SUCH AS STUDENT SUCCESS. II. CONSULTATION A. EXPECTED AND REQUIRED CONSULTATION 1. THE BOARD AND UNIVERSITIES WILL COMMUNICATE EARLY, REGULARLY, AND IN GOOD FAITH WITH INDIVIDUAL TRIBAL GOVERNMENTS REGARDING PROPOSED RESEARCH, INITIATIVES, AGREEMENTS, AND POLICIES THAT MAY HAVE FORESEEABLE IMPLICATIONS FOR TRIBES AND INDIVIDUALS AS MEMBERS OF A TRIBE.

31 Item #4 EXECUTIVE SUMMARY Page 7 of THE BOARD ACKNOWLEDGES THAT LAWS THAT PROTECT INDIVIDUAL PARTICIPANTS IN RESEARCH MAY NOT BE SUFFICIENT TO PROTECT THE INTERESTS OF A SOVEREIGN TRIBE THAT COULD BE AFFECTED BY RESEARCH. 3. UNIVERSITIES AND TRIBES WILL COLLABORATE IN THE DESIGN OF RESEARCH IN WHICH THEY JOINTLY CHOOSE TO PARTICIPATE. EACH PARTY TO THE JOINT RESEARCH WILL CONSULT WITH ALL OTHER PARTIES REGARDING CONFIDENTIALITY, OWNERSHIP OF DATA AND RESULTS, USE OF LAND OR OTHER RESOURCES, OWNERSHIP AND DISPOSITION OF ANY BIOLOGICAL MATERIALS COLLECTED IN THE COURSE OF RESEARCH, PROPOSED CHANGES IN THE RESEARCH, AND PROPOSED PUBLICATIONS OR PRESENTATIONS RELATING TO THE RESEARCH. EACH PARTY WILL STRIVE TO COMMUNICATE IN A MANNER THAT IS REASONABLY UNDERSTANDABLE BY ALL PARTIES. 4. THE FOLLOWING ARE EXAMPLES OF POSSIBLE ACTIVITIES BY UNIVERSITIES UNDER THE GOVERNANCE OF THE ARIZONA BOARD OF REGENTS WITH THE POTENTIAL FOR DIRECT TRIBAL IMPLICATIONS THAT WILL REQUIRE CONSULTATION UNDER THIS POLICY: i. ANY RESEARCH SUPPORTED OR AUTHORIZED BY A UNIVERSITY UNDER THE GOVERNANCE OF THE ARIZONA BOARD OF REGENTS, THAT INVOLVES PARTICIPATION BY MEMBERS OF A SOVEREIGN TRIBE AND THAT MAY FORESEEABLY RESULT IN RESEARCH RESULTS WITH IMPLICATIONS SPECIFIC TO A TRIBE OR TO INDIVIDUALS AS MEMBERS OF A TRIBE, AND THE PROPOSED PUBLICATION OR DISSEMINATION OF THAT RESEARCH; ii. ANY RESEARCH INVOLVING HUMAN SUBJECTS, INCLUDING GENETIC TESTING OR TESTING OF BLOOD, TISSUE OR OTHER BIOLOGICAL MATERIALS IN WHICH THE INDIVIDUAL S MEMBERSHIP IN OR AFFILIATION WITH A TRIBE IS IDENTIFIED, AND THAT IS INTENDED TO OR THAT MAY FORESEEABLY RESULT IN CONCLUSIONS OR GENERALIZATIONS ABOUT A TRIBE OR INDIVIDUALS AS MEMBERS OF A TRIBE; iii. ANY RESEARCH OR OTHER ACTIVITY INVOLVING HUMAN REMAINS, FUNERARY OBJECTS, SACRED OBJECTS, OR OBJECTS OF CULTURAL PATRIMONY THAT ARE SUBJECT TO THE NATIVE AMERICAN GRAVES PROTECTION AND REPATRIATION ACT; iv. ANY ACTIVITY, INCLUDING RESEARCH, ON LAND UNDER THE CONTROL OR JURISDICTION OF A SOVEREIGN TRIBE;

32 Item #4 EXECUTIVE SUMMARY Page 8 of 10 v. ANY INITIATIVE, INCLUDING EDUCATIONAL PROGRAMS, INTENDED FOR STUDENTS OR EMPLOYEES WHO ARE MEMBERS OF OR AFFILIATED WITH FEDERALLY RECOGNIZED TRIBES; AND vi. ANY BOARD OR ARIZONA PUBLIC UNIVERSITY POLICY OR INITIATIVE THAT MAY FORESEEABLY AFFECT A SOVEREIGN TRIBE IN A MANNER DIFFERENT THAN THE GENERAL PUBLIC. B. BOARD AND UNIVERSITY TRIBAL LIAISONS 1. THE BOARD PRESIDENT WILL SERVE AS THE TRIBAL LIAISON FOR THE BOARD. 2. EACH UNIVERSITY PRESIDENT WILL DESIGNATE A TRIBAL LIAISON FOR THE UNIVERSITY. C. CONSULTATION PROCESS 1. IF THE BOARD OR A UNIVERSITY PLANS TO DEVELOP A POLICY OR PROPOSE AN INITIATIVE OR PRACTICE THAT WILL AFFECT ANY FEDERALLY RECOGNIZED TRIBE IN ARIZONA, THE BOARD AND UNIVERSITY TRIBAL LIAISON(S) WILL USE THEIR BEST EFFORTS TO SHARE INFORMATION AND SOLICIT INPUT IN ADVANCE ABOUT THE PROPOSED POLICY OR INITIATIVE WITH THE AFFECTED TRIBES. THE UNIVERSITIES MAY FROM TIME TO TIME DEVELOP NEW PROGRAMS AND SERVICES OR DISCONTINUE EXISTING PROGRAMS OR SERVICES FOR NATIVE AMERICAN STUDENTS, AND WILL INVOLVE THE UNIVERSITY S DESIGNATED TRIBAL LIAISONS TO ASSIST IN COMMUNICATING THOSE CHANGES. 2. WHEN CONSULTING WITH OR SEEKING CONSENT FROM A SOVEREIGN TRIBE FOR PURPOSES OF RESEARCH, LAND USE OR OTHER AGREEMENTS, UNIVERSITY INSTITUTIONAL REVIEW BOARDS AND CONTRACTING DEPARTMENTS MUST DOCUMENT PROOF OF TRIBAL CONSULTATION AND APPROVAL IN ACCORDANCE WITH THE APPLICABLE PROTOCOL OR PROCESS OF THE TRIBE(S) INVOLVED. THE UNIVERSITY S TRIBAL LIAISON SHOULD BE ADVISED OF THE PROJECT AND WILL ASSIST IN IDENTIFYING THE APPROPRIATE LEADERS AND APPROVAL PROTOCOLS OF THE TRIBE(S). 3. CONSULTATION WITH PAN-TRIBAL OR NON-GOVERNMENTAL ORGANIZATIONS (E.G., THE INTERTRIBAL COUNCIL OF ARIZONA, THE ARIZONA COMMISSION ON INDIAN AFFAIRS, URBAN INDIAN CENTERS, ETC.) AND COMMITTEES (E.G., UNIVERSITY TRIBAL

33 Item #4 EXECUTIVE SUMMARY Page 9 of 10 ADVISORY COUNCILS, ETC.) WILL BE IN COORDINATION WITH, AND NOT TO THE EXCLUSION OF, CONSULTATION WITH INDIVIDUAL SOVEREIGN TRIBES. D. THIS POLICY IS NOT INTENDED TO ADDRESS MATTERS SUCH AS TUITION SETTING AND OTHER GENERAL ISSUES THAT AFFECT TRIBAL MEMBERS OR COMMUNITIES TO THE SAME EXTENT AS THE GENERAL PUBLIC. III. EDUCATION EACH UNIVERSITY WILL ESTABLISH EDUCATIONAL PROGRAMS FOR UNIVERSITY ADMINISTRATORS, FACULTY, STAFF, AND STUDENTS REGARDING THE REQUIREMENTS AND EXPECTATIONS FOR TRIBAL CONSULTATION AND RESEARCH. IV. RESOLUTION OF ISSUES AND ENFORCEMENT A. ANY CONCERNS RELATED TO TRIBAL CONSULTATION SHOULD BE BROUGHT TO THE ATTENTION OF THE APPROPRIATE UNIVERSITY TRIBAL LIAISON FOR ASSISTANCE IN RESOLVING. THE TRIBAL LIAISON WILL COORDINATE WITH APPROPRIATE UNIVERSITY PERSONNEL AND USE BEST EFFORTS TO WORK WITH THE DESIGNATED REPRESENTATIVE(S) OF THE TRIBE(S) AND OTHER AFFECTED INDIVIDUALS TO REACH A MUTUALLY ACCEPTABLE RESOLUTION. B. IF THE TRIBAL LIAISONS AND DESIGNATED REPRESENTATIVES ARE NOT ABLE TO COLLABORATIVELY DEVELOP A SATISFACTORY AND TIMELY RESOLUTION, THE UNIVERSITY TRIBAL LIAISON WILL INFORM THE UNIVERSITY PRESIDENT, WHO WILL OFFER TO MEET WITH THE DESIGNATED LEADERSHIP OF THE TRIBE TO CONTINUE TO ADDRESS THE CONCERNS. THE UNIVERSITY PRESIDENT WILL INCLUDE THE BOARD PRESIDENT AS APPROPRIATE. C. UPON LEARNING OF ANY ALLEGATIONS OF VIOLATIONS OF RESEARCH PROTOCOLS, RESEARCH POLICIES, LAND USE OR ACCESS AGREEMENTS WITH A SOVEREIGN TRIBE, OR LAWS OR POLICIES OF A SOVEREIGN TRIBE, THE INVOLVED UNIVERSITY PERSONNEL WILL PROMPTLY ADVISE THEIR UNIVERSITY TRIBAL LIAISON AND UNIVERSITY PRESIDENT. THE UNIVERSITY PRESIDENT OR THE PRESIDENT S DESIGNEE WILL ASSIST IN NOTIFYING THE AFFECTED TRIBE. D. THE BOARD AND UNIVERSITY WILL ADDRESS ALLEGATIONS OF VIOLATIONS OF BOARD OR UNIVERSITY RULES BY UNIVERSITY EMPLOYEES OR STUDENTS THROUGH PERSONNEL POLICIES, CODES

34 Item #4 EXECUTIVE SUMMARY Page 10 of 10 OF CONDUCT AND POLICIES ON RESEARCH COMPLIANCE AND INTEGRITY. E. ACTIVITIES CONTEMPLATED UNDER THIS POLICY MAY ALSO BE SUBJECT TO APPLICABLE TRIBAL LAW, STATE AND FEDERAL LAW, INCLUDING CODES, ORDINANCES, RESEARCH AND OTHER PROTOCOLS AND REGULATIONS.