Governance Committee — 12-11-25 OCIDA Governance Commitee Meeting Board Packet ============================================================================== 335 MONTGOMERY STREET, FLOOR 2M, SYRACUSE, NY 13202 315.435.3770 • ECONOMICDEVELOPMENT@ONGOV.NET • ONGOVED.COM Governance Committee Meeting Agenda December 11, 2025 Call to Order the Governance Committee Meeting A. Approval of Minutes: January 9, 2025 Action Items: 1. Governance, Finance, Audit Committee Charters Action Requested: a. A resolution of the Committee to transmit the Committee Charters with/without comment to the Agency Board for review and approval. 2. Board Self-Evaluations’ Summary Action Requested: a. A resolution of the Committee to transmit the Board self-evaluations’ summary with/without comment to the Agency Board for review and approval. Adjourn Page 1 of 14 Governance Committee Meeting Minutes January 9, 2025 A Governance Committee meeting of the Onondaga County Industrial Development Agency was held on Thursday, January 9, 2025, at 335 Montgomery Street, Floor 2M, Syracuse, New York. Kevin Ryan called the meeting to order at 8:35 AM with the following in attendance: PRESENT: Patrick Hogan Kevin Ryan ABSENT: Fanny Villarreal ALSO PRESENT: Robert M. Petrovich, Executive Director Nate Stevens, Treasurer Alexis Rodriguez, Secretary McKenna Moonan, Assistant Secretary Robert Schoeneck, Assistant Treasurer Amanda Fitzgerald, Esq., Agency Counsel Approval of Meeting Minutes: November 14, 2024 Upon motion by Patrick Hogan, seconded by Kevin Ryan, the Governance Committee meeting minutes of November 14, 2024 were approved. Motion was carried. Action Items: 1. OCIDA Application Review the Agency’s revised application. There being no comments or recommended changes, Patrick Hogan made a motion to approve the Agency’s revised application. Kevin Ryan seconded the motion. Motion was carried. 2. OCIDA Policies Review the Agency’s updated policies. Page 2 of 14 There being no comments or recommended changes, Patrick Hogan made a motion to approve the Agency’s revised policies. Kevin Ryan seconded the motion. Motion was carried. 3. Bylaws Review the Agency’s revised Bylaws. There being no comments or recommended changes, Patrick Hogan made a motion to approve the Agency’s revised Bylaws. Kevin Ryan seconded the motion. Motion was carried. Motion to adjourn was made by Patrick Hogan and seconded by Kevin Ryan at 8:36 AM. ___________________________________ Alexis Rodriguez, Secretary Page 3 of 14 GOVERNANCE COMMITTEE CHARTER This Governance Committee Charter was adopted by the Members of the Onondaga County Industrial Development Agency, a public benefit corporation established under the laws of the State of New York, on the 10th day of January 2008. Purpose Pursuant to Article VI, Section 1 of the Agency’s bylaws, the purpose of the Governance Committee is to assist the Members by:  Keeping the Members informed of current best practices in corporate governance;  Reviewing corporate governance trends for their applicability to the Onondaga County Industrial Development Agency;  Updating the Onondaga County Industrial Development Agency’s corporate governance principles and governance practices; and  Advising those responsible for appointing Members to the Agency on the skills, qualities and professional or educational experiences necessary to be effective Agency Members. Powers of the Governance Committee The Members have delegated to the Governance Committee the power and authority necessary to discharge its duties, including the right to:  Meet with and obtain any information it may require from Agency staff.  Obtain advice and assistance from outside counsel, accounting and other advisors as the Committee deems necessary.  Solicit, at the Agency’s expense, persons having special competencies, including legal, accounting or other consultants as the Committee deems necessary to fulfill its responsibilities. The Governance Committee shall have the authority to negotiate the terms and conditions of any contractual relationship subject to the Agency’s adopted procurement guidelines as per Public Authorities Law Section 2879, and to present such contracts to the Members for their approval. 5‐B.1 Page 4 of 14 Composition and Selection The membership of the Committee shall be as set forth in accordance with and pursuant to Article IV, Section 1 of the Agency’s bylaws. The Governance Committee shall be comprised of independent members. The Governance Committee members shall be appointed by, and will serve at the discretion of the Chairman of the Agency. The Chairman may designate one member of the Governance Committee as its Chair. The members shall serve until their resignation, retirement, removal by the Chairman or until their successors shall be appointed and qualified. Governance Committee members shall be prohibited from being an employee of the Agency or an immediate family member of an employee of the Agency. In addition, Governance Committee members shall not engage in any private business transactions with the Agency or receive compensation from any private entity that has material business relationships with the Agency, or be an immediate family member of an individual that engages in private business transactions with the Agency or receives compensation from an entity that has material business relationships with the Agency. The Governance Committee members should be knowledgeable or become knowledgeable in matters pertaining to governance. Committee Structure and Meetings The Governance Committee will meet a minimum of twice a year, with the expectation that additional meetings may be required to adequately fulfill all the obligations and duties outlined in the charter. All Committee members are expected to attend each meeting, in person or via telephone or videoconference. Meeting agendas will be prepared for every meeting and provided to the Governance Committee members in advance of the scheduled meeting, along with the appropriate materials needed to make informed decisions. The Governance Committee shall act only on the affirmative vote of a majority of the members at a meeting or by consent of a majority of the members. Minutes of these meetings are to be recorded. Reports The Governance Committee shall:  Report its actions and recommendations to the Members at the next regular meeting of the Members.  Report to the Members, at least annually, regarding any proposed changes to the governance charter or the governance guidelines. 5‐B.2 Page 5 of 14  Provide a self‐evaluation of the Governance Committee’s functions on an annual basis. Responsibilities To accomplish the objectives of good governance and accountability, the governance committee has responsibilities related to: (a) the Agency’s Members; (b) evaluation of the Agency’s policies; and (c) other miscellaneous issues. Relationship to the Authority’s Members The Members have delegated to the Governance Committee the responsibility to review, develop, draft, revise or oversee policies and practices for which the Governance Committee has specific expertise, as follows:  Develop the Agency’s governance practices. These practices should address transparency, independence, accountability, fiduciary responsibilities, and management oversight.  Develop the competencies and personal attributes required of Members to assist those authorized to appoint members to the Agency in identifying qualified individuals. In addition, the governance committee shall:  Develop and recommend to the Members the number and structure of committees to be created by the Members.  Develop and provide recommendations to the Members regarding Agency Member education, including new Member orientation and regularly scheduled Agency Member training to be obtained from state‐approved trainers.  Develop and provide recommendations to the Members on performance evaluations, including coordination and oversight of such evaluations of the Members, its committees and senior management in the Agency’s governance process. Evaluation of the Agency’s Policies The Governance Committee shall:  Develop, review on a regular basis, and update as necessary the Agency’s code of ethics and written policies regarding conflicts of interest. Such code of ethics and policies shall be at least as stringent as the laws, rules, regulations and policies applicable to state officers and employees. 5‐B.3 Page 6 of 14  Develop and recommend to the Members any required revisions to the Agency’s written policies regarding the protection of whistleblowers from retaliation.  Develop and recommend to the Members any required revisions to the Agency’s equal opportunity and affirmative action policies.  Develop and recommend to the Members any required updates on the Agency’s written policies regarding procurement of goods and services, including policies relating to the disclosure of persons who attempt to influence the Agency’s procurement process.  Develop and recommend to the Members any required updates on the Agency’s written policies regarding the disposition of real and personal property.  Develop and recommend to the Members any other policies or documents relating to the governance of the Agency, including rules and procedures for conducting the business of the Agency’s Members, such as the Agency’s by‐laws. The Governance Committee will oversee the implementation and effectiveness of the by‐laws and other governance documents and recommend modifications as needed. Other Responsibilities The Governance Committee shall:  Review on an annual basis the compensation and benefits for the Executive Director and other senior Agency officials.  Annually review, assess and make necessary changes to the Governance Committee charter and provide a self‐evaluation of the Governance Committee. 5‐B.4 Page 7 of 14 Page 8 of 14 Page 9 of 14 Page 10 of 14 Page 11 of 14 Page 12 of 14 Page 13 of 14 335 MONTGOMERY STREET, FLOOR 2M, SYRACUSE, NY 13202 315.435.3770 • ECONOMICDEVELOPMENT@ONGOV.NET • ONGOVED.COM 2025 Board Self Evaluation Summary Somewhat Somewhat Criteria Agree Agree Disagree Disagree Board members have a shared understanding of the mission 7 and purpose of the Authority. The policies, practices and decisions of the Board are 7 always consistent with this mission. Board members comprehend their role and fiduciary 7 responsibilities and hold themselves and each other to these principles. The Board has adopted policies, by-laws, and practices for 6 1 the effective governance, management and operations of the Authority and reviews these annually. The Board sets clear and measurable performance goals for 6 1 the Authority that contribute to accomplishing its mission. The decisions made by Board members are arrived at 7 through independent judgment and deliberation, free of political influence, pressure or self-interest. Individual Board members communicate effectively with 7 executive staff so as to be well informed on the status of all important issues. Board members are knowledgeable about the Authority's 6 1 programs, financial statements, reporting requirements, and other transactions. The Board meets to review and approve all documents and 6 1 reports prior to public release and is confident that the information being presented is accurate and complete. The Board knows the statutory obligations of the Authority 7 and if the Authority is in compliance with state law. Board and committee meetings facilitate open, deliberate 7 and thorough discussion, and the active participation of members. Board members have sufficient opportunity to research, 6 1 discuss, question and prepare before decisions are made and votes taken. Individual Board members feel empowered to delay votes, 6 1 defer agenda items, or table actions if they feel additional information or discussion is required. The Board exercises appropriate oversight of the CEO and 7 other executive staff, including setting performance expectations and reviewing performance annually. The Board has identified the areas of most risk to the 7 Authority and works with management to implement risk mitigation strategies before problems occur. Board members demonstrate leadership and vision and work 7 respectfully with each other. Page 14 of 14