New Memorial Director and Museum Trustee

Minutes of a Joint Meeting of the Board of Directors of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. and the Board of Trustees of the National September 11 Memorial and Museum at the World Trade Center November 15, 2017 A joint meeting of the Board of Directors ( Memorial Board ) of the National September 11 Memorial and Museum at the World Trade Center Foundation, Inc. ( Memorial ) and the Board of Trustees ( Museum Board, and together with the Memorial Board, the Boards ) of the National September 11 Memorial and Museum at the World Trade Center ( Museum ) was held at the offices of Bloomberg Philanthropies in New York, NY on November 15, 2017. Directors in Attendance Chairman Michael R. Bloomberg Virginia Bauer Paula Grant Berry Frank Bisignano (by phone) Russell L. Carson Richard Clark Keating Crown (by phone) Christine A. Ferer Anne Finucane (by phone) Patricia E. Harris Lee A. Ielpi Monica Iken Tom Johnson (by phone) Anthoula Katsimatides Peter M. Lehrer Howard Lutnick Kevin McCarthy Julie Menin Ira M. Millstein Joseph Moinian Paul J. Napoli (by phone) Emily K. Rafferty Kevin Rampe (by phone) Thomas H. Rogér (by phone) Andrew Senchak Anne Tatlock Seth Waugh 1

Also in Attendance Alice M. Greenwald, President and Chief Executive Officer Nancy Cutler, Bloomberg Philanthropies Kate D. Levin, Bloomberg Philanthropies Lauren Schapiro, Bloomberg Philanthropies Jeffrey Tabak, Boards Counsel, Weil Gotshal & Manges Memorial Staff Present Allison Blais, Chief Strategy Officer Cathy Blaney, Executive Vice President for Institutional Advancement Ernest Blundell, Executive Vice President and Deputy Director for Operations Joshua Cherwin, Chief Advancement Officer & Deputy Director for Institutional Advancement Michael Frazier, Executive Vice President and Deputy Director for External Affairs Ian Kerrigan, Senior Vice President, Exhibitions Joanna Klostermeyer, Special Assistant, Office of the General Counsel (minutes) Noelle Lilien, Executive Vice President and General Counsel, Secretary Benjamin Milakofsky, Chief of Staff Alexandra Rhue, Senior Manager, Board & Presidential Initiatives Marvin Suchoff, Executive Vice President & Chief Financial & Administrative Officer Jay Weinkam, Executive Vice President, Government and Community Affairs Chairman Michael R. Bloomberg called the meeting to order at 4:11 p.m. As the first order of business he stated that the Nominating, Governance and Compensation Committee was recommending the election of a new director/trustee Jennifer Glick, a New York City public school teacher. Upon motion made and seconded, Jennifer Glick was unanimously elected: New Memorial Director and Museum Trustee WHEREAS, the Nominating, Governance & Compensation Committee recommends that Jennifer Glick be elected to the Boards to serve, in accordance with the Amended and Restated By-Laws of the Museum (the Museum By-Laws ) and the Amended and Restated By-Laws of the 9/11 Memorial (the 9/11 Memorial By-Laws, and together with the Museum By-Laws, the By-Laws ), as a Class II Director and a Class II Trustee, as applicable, for a term expiring at the Annual Meeting of the Boards in 2019 or until her successor has been duly elected and qualified; NOW, THEREFORE, BE IT RESOLVED, that Jennifer Glick is hereby elected to the Boards to serve, in accordance with the By-Laws, as a Class II Director and a Class II Trustee, as applicable, for a term expiring at the Annual Meeting of the Boards in 2019 or until her successor has been duly elected and qualified. Chairman Bloomberg then invited Ms. Glick to join the meeting and say a few words. As the next order of business, Chairman Bloomberg introduced the minutes of the meeting held May 17, 2017 for approval. Upon motion made and seconded, the following resolution was unanimously approved: 2

Approval of Minutes RESOLVED, that the minutes of the Boards held on May 17, 2017, as presented to the Boards, are hereby approved, and all actions taken by the members of the Boards present at such meetings, as set forth in such minutes, are ratified and approved as actions of the Memorial and the Museum, as applicable. Chairman Bloomberg opened by discussing the 16 th Anniversary commemoration ceremony, which over 3,000 family members attended. He shared that following the ceremony, the Memorial was opened to the public and over 35,000 people visited to pay their respects and view Tribute in Light. He then reported on the organization s successful annual benefit dinner and the organization s tribute held at the Survivor Tree for those killed in the attack on October 31, 2017. Chairman Bloomberg next provided an overview of the organization s financial performance through the end of October and reported on visitation, noting that since opening the Memorial has welcomed 36 million visitors and the Museum has welcomed nearly 10.5 million visitors. The Boards discussed tourism trends and statistics for New York City and potential correlation to Museum admissions. Chairman Bloomberg closed by providing an overview of the proposed 2018 budget, noting the organization s development of a permanent dedication to recognize the rescue & recovery at Ground Zero. Alice Greenwald then provided the President s Update, sharing information about the organization s leadership team and introducing Marvin Suchoff, Chief Financial & Administrative Officer. She then reported on the 2018 proposed operating and capital expenditure budget, noting that the budget reflects strategic priorities for the coming year. The Boards then discussed earned revenue performance, how fundraising is reflected in the overall budget, and strategic financial initiatives that would help continue to ensure long-term stability. Ms. Greenwald proceeded to provide detail on the targeted investment areas, discussing the development of the organization s strategic plan. Ms. Greenwald thanked Chairman Bloomberg and Governor Cuomo and his staff for committing funds toward the realization of the rescue and recovery tribute and then closed by providing the Board with updated timelines for upcoming special exhibitions. Chairman Bloomberg then asked Peter Lehrer to provide the Buildings Committee report. Mr. Lehrer reported that in July 2017, the Port Authority granted the organization a Permit to Occupy for the Pavilion. He reported on the status of the 2017 capital projects and that all projects are on time and within budget. Mr. Lehrer also stated that the Buildings Committee had reviewed the 2018 capital budget for operations, information technology, and facilities and recommended its approval. He also noted that the Buildings Committee had received updates on both the Memorial & Museum s storm preparedness and security plans. Mr. Lehrer closed by presenting a request that the Memorial Board approve a three-year contract with Bartlett Tree Experts, to maintain the trees on the Plaza. Upon motion made and seconded, the following request was unanimously approved: 3

Approval of Plaza Tree Maintenance Contract WHEREAS, the Buildings Committee has reviewed and recommends that the Memorial Board approve the contract with Bartlett Tree Experts (the Tree Maintenance Contract ) for a three-year commitment; NOW, THEREFORE BE IT RESOLVED, that the Tree Maintenance Contract with a three-year commitment for an amount not to exceed $925,000 for the care and maintenance of all trees on the Memorial Plaza, as described in the materials presented to the Memorial Board, is hereby approved and adopted; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to take any action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Chairman Bloomberg next asked Anne Tatlock to present the Finance and Investment Committee ( Finance Committee ) report. Ms. Tatlock noted that the Finance Committee met to review the organization s financial performance, budget and cash flow projections, and to receive a fundraising report. She then introduced three action items for the Memorial Board s consideration. She presented a request that the Memorial Board approve a three-year contract with LeadDog Marketing Group for event planning, management, and production services for the organization s Annual 5K Run/Walk & Community Day, followed by a request that the Memorial Board approve a one year contract with the Parkside Group to execute the 2018 direct response campaign. Ms. Tatlock then stated that the Finance Committee conducted an in-depth review of the proposed 2018 budget, including the capital expenditure budget and discussed the 2018 revenue and cash flow projections. She closed by reporting that the Finance Committee is comfortable with the proposed 2018 budget and recommended the proposed budget, including the capital expenditure budget for approval. The Boards discussed the revenue generated from the Annual 5K and through the direct response. Upon motion made and seconded, the following requests were unanimously approved: Approval of Multi-Year 5K Production Contract WHEREAS, the Finance & Investment Committee has reviewed and recommends that the Memorial Board approve the contract with LeadDog Marketing Group, Inc. (the LeadDog Contract ) for a three-year commitment; NOW, THEREFORE BE IT RESOLVED, that the LeadDog Contract with a three-year commitment for a total amount of $1,034,000 for event management, planning, production and onsite staffing services for the Memorial s annual 5K Run/Walk and Community Day, as described in the materials presented to the Memorial Board, is hereby approved and adopted; and it is 4

FURTHER RESOLVED, that the proper officers of the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to take any action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Approval of Direct Mail Contract WHEREAS, the Finance Committee has reviewed and recommends that the Memorial Board approve the one-year contract with the Parkside Group (the Parkside Group Contract ); NOW, THEREFORE BE IT RESOLVED, that the Parkside Group Contract for a total amount of $656,000 for the Parkside Group to serve as consultant/vendor primarily responsible for direct response campaign strategy and planning, marketing and branding, campaign execution and related services, as described in the materials presented to the Memorial Board, is hereby approved and adopted; and it is FURTHER RESOLVED, that the proper officers of the 9/11 Memorial, any one of whom may act without the joinder of any of the others, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to take any action as may be necessary, appropriate or appropriate to effect the foregoing (the taking of such action to be conclusive evidence that the proper officer deemed such action to be necessary, appropriate or advisable). Approval of 2018 Budget WHEREAS, the Finance Committee has reviewed the proposed operating budget of the 9/11 Memorial for Fiscal Year 2018 (the 2018 Operating Budget ) and the proposed capital budget of the 9/11 Memorial for Fiscal Year 2018 (the 2018 Capital Budget ) and recommends that the Memorial Board approve the 2018 Operating Budget and the 2018 Capital Budget; NOW, THEREFORE, BE IT RESOLVED, that the 2018 Operating Budget and the 2018 Capital Budget, as described in the materials presented to the Memorial Board, are hereby approved and adopted; and it is FURTHER RESOLVED, that the President of the 9/11 Memorial and the appropriate officers of the 9/11 Memorial, each of whom may act without the joinder of the other, be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the 9/11 Memorial, to implement and carry out the 2018 Operating Budget and the 2018 Capital Budget (the taking of such actions to be conclusive evidence that the President of the 9/11 Memorial or the appropriate officers of the 9/11 Memorial, as applicable, deemed such action to be necessary, appropriate or advisable), and shall inform the Finance Committee of the Memorial Board of material variances from the 2018 Operating Budget and the 2018 Capital Budget. 5

Next, Chairman Bloomberg asked Tom Johnson to provide the Audit Committee report. Mr. Johnson stated that at its last meeting, the Audit Committee reviewed and approved the 2016 IRS Form 990 and CHAR 500 of the Memorial and the Form 990-EZ of the Museum entity, noting that until the merger of the 9/11 Memorial with the Museum entity, the IRS requires the organization to file two separate 990s, one for each entity. He then invited questions from the Boards on the 990s, which were distributed to the Boards in advance of the meeting. Mr. Johnson stated that the Audit Committee reviewed and approved the Charter of the Internal Audit Function and stated that PKF O Connor Davies LLP was reappointed as the Memorial s external auditor for the 2017 audit cycle. Chairman Bloomberg then asked Howard Lutnick and Emily Rafferty to present the External Affairs Committee report. Mr. Lutnick reported on the strong attendance and the coverage the 9/11 Memorial received around the 16 th anniversary and the May 30, 2017 Commemoration recognizing the end of the rescue and recovery effort. He also reminded the Boards of the upcoming 25 th anniversary of the 1993 World Trade Center bombing, taking place on February 26, 2018. Mr. Lutnick then introduced the video series Mission to Remember, original digital content recently created by the External Affairs team that allows the organization to tell behindthe-scene stories. He then presented one of the Mission to Remember videos. Ms. Rafferty continued by reporting on the success of the organization s Our City. Our Story. advertising campaign, especially from New York Metro-area residents, and noting that TripAdvisor has ranked the Memorial and Museum sixth best museum in the world for the second year in a row. She closed by discussion admissions numbers for 2017 and projections for 2018. Chairman Bloomberg next asked Virginia Bauer and Paula Grant Berry to present the Acquisitions Committee report. Ms. Bauer gave an overview of the agreement with Time-Life photographer Joe McNally to acquire his Faces of Ground Zero archive over the next ten years and noted that the Acquisitions Committee had reviewed and approved the Dedicated Acquisitions Fund budget for 2018 and had recommended its approval to the Finance Committee. Ms. Berry discussed the staff s successful implementation of an electronic humidity and temperature monitoring system in the Museum and provided an update on the Museum Sustainers program, highlighting a grant awarded to the organization by the American Express Foundation. Andrew Senchak then provided the Education Committee report. He reported on the continued success of the Anniversary in the Schools program, noting that the webinar reached over 120,000 students from all 50 states as well as Guam, the UK, Italy, Germany, Canada, the Cayman Islands, China and South Korea, and that the in-classroom program reached over 1,700 students in 28 New York City schools. Mr. Senchak then discussed the Fall student workshops and tours and the recent pledge of a challenge grant from the Arthur M. Blank Foundation to help fund New York City and tristate area students access to workshops. He closed by providing an overview of the Fall public programs season and presenting a highlight reel. Next, Chairman Bloomberg asked Keating Crown to provide the Institutional Advancement report. Mr. Crown began by congratulating Josh Cherwin on his recent appointment to the Executive Management Team. He then providing a fundraising update, highlighting the annual benefit dinner, the individual and corporate membership programs, Carnegie Corporation of New York s donation as the inaugural Presenting Sponsor of Tribute in Light, and recent gifts 6

received through the Museum Sustainers program. He thanked all the directors/trustees for their support of these events. Mr. Crown also noted a recent pledge toward one of the upcoming special exhibitions. Next, Mr. Crown reported on plans for a day-long conference on timely security issues within the context of counterterrorism, risk management and technological innovation and on preliminary conversations around the launch of a planned giving program. He closed by discussing the support generated by the annual SoulCycle Ride to Remember and announcing that the sixth annual 5K Run/Walk & Community Day would take place on April 22, 2018. Mr. Crown thanked director/trustee Scott Rechler and RXR Realty for once again serving as the event s title sponsor and Ric Clark for assisting in finding a new location to start the race. Chairman Bloomberg then asked Ira Millstein to present the Nominating Committee report. Mr. Millstein encouraged all directors/trustees to continue to be actively engaged with the organization. Chairman Bloomberg closed the meeting by recognizing the work of Board Counsel, Jeffrey Tabak, who is retiring from the law firm Weil Gotshal & Manges and is stepping down from his role with the Memorial and Museum after nearly ten years of dedicated service. No further agenda items remained and the meeting was adjourned at 5:12 p.m. 7