Governance Committee Debates Presidential Search
When the agenda for Board of Trustees’ governance and long-range planning meeting on Thursday moved to new business, Anthony Lubrano ’82 was ready with his issue. He’s already been on record criticizing the search process for Penn State’s new president, saying the Trustee Presidential Selection Council does not include enough trustees who represent alumni.
This time, Lubrano proposed having a discussion about the issue, possibly as a prelude toward changing the makeup of the selection council, which interviews finalists for the position. He said that the full board should be able to meet with the finalists before voting, rather than relying on the 13-member selection council to make a recommendation for the entire board.
Governance chair Keith Eckel, a member of the selection council, said he had no problems with the process, which is the same as has been used for previous Penn State presidential searches. (Refresher: The Presidential Search and Screen Committee, composed mostly of faculty, students, and alumni, did the initial work in conjunction with executive search firm Isaacson Miller and recommended finalists to the Trustee Presidential Selection Council, which then recommends a candidate to the full board.) Said Eckel: “The process works.”
Responded Lubrano: “It’s a valid concern. You say to 18 members of the board: ‘Here’s a person, you can vote up or down.’ This is the most important role we play as trustees, and now you’re saying to trust us. Trust us.”
That exchange kicked the discussion to a broader level, touching on not only how the presidential search works, but how the board itself works.
First, trustee Carl Shaffer asked Lubrano why he hadn’t raised these concerns when the board passed a resolution establishing the search process in November 2012; Lubrano said he had, privately, and that at the time, the composition of the selection council wasn’t known. Only later, Lubrano said, did it become clear that selection council had only one member who was elected to the board by alumni: Marianne Ellis Alexander ’62.
This prompted a forceful response from Eckel:
“When I see the committee and the board, I see a member of the Board of Trustees. I don’t see someone elected by the ag society. I don’t see someone elected by the alumni. I don’t see somebody from business and industry. I see trustees. All equal in their ability and right to serve …”
Vice chair Paul Silvis ’06g, a guest at the committee meeting, interjected: “And passion to serve, too.”
Eckel agreed, then continued, referencing not only the selection council, but the board’s six standing committees, and the seventh standing committee to be voted on Friday, the compensation committee. “I have absolute confidence in the selection process where we put people on committees,” he said. “I serve on two committees (governance and legal), and tomorrow we will hear reports from four others, soon to be five others. I have confidence in the work of those individuals. … You have to have confidence in the people you’re working with.”
Said Lubrano: “I think the confidence has been eroded over the last two years pretty significantly. To not acknowledge that is to put your head in the sand.”
In the end, Lubrano declined to introduce a motion that would change the makeup of the selection council, which is continuing its work after its reported top choice, the president of SUNY’s Upstate Medical School, was found to have been padding his salary.
Eckel then opened the meeting, as has become his custom since becoming the chair of the committee in July, with a chance for the public to comment. The first speaker was trustee emeritus Ted Junker ’60, who said he’d served on the committees that chose both Joab Thomas and Graham Spanier, and he addressed another comment of Lubrano, about socializing with the spouse of the presidential finalists. The committee did meet with Thomas and his wife, Marly, but did not meet with Spanier’s wife, Sandra ’76g, ’81g.
The next to speak was Alice Pope ’79, ’83g, ’86g, who called herself disappointed in the discussion.
“I think it is reality for us to acknowledge that there are differences of opinions on the board and that they reflect differences of opinions within the community,” she said. “The hiring of the president really requires genuine consensus. We want the next president to succeed. This is really important, opening up a new era at Penn State. We want to form and create the next Penn State out of the ashes of what’s happened here. You proceed without the opinions of the trustees who disagree with the majority, just because they’re the minority. Minorities are important.”
Pope added that just because the process worked in the past doesn’t mean that it has to be used now, and said that as a university professor herself, she knows that some universities have found ways to open the presidential search process more. “Even if you don’t want to be open with the entire community,” she said, “you need to be open to the whole board.”
Eckel stressed that trustees are not disenfranchised—everyone gets a vote on the new president. “And the idea that minorities were excluded from the process is wrong. They were part of the vote that approved the resolutions saying a candidate will be presented to the full board.”
Said Lubrano: “Today, that vote would be very different.”
The meeting was jam-packed with discussion on weighty issues, one of which I’ve already written about (potential changes to the election of alumni trustees) and others of which I’ll explore in later blogs and the magazine. Here are a couple of additional noteworthy items:
—Eckel announced the hiring of Holly Gregory as its consultant to help the board think through additional changes in its governance structure.
—Silvis reported on a meeting that he and Eckel had with state senators John Yudichak ’93, ’04g and Jake Corman ’93, who say they will introduce a bill to reform the Board of Trustees. Silvis said the words “patience” and “participation” came up frequently, and he said the legislators don’t want this to be a confrontational process, but one in which the legislature works with the board. He explained the mindset this way: “Measure twice, measure 10 times, cut once. Because the changes we make in governance are going to be with us for 25 years or longer.”
The presentation prompted Shaffer to ask how much jurisdiction the Pennsylvania state legislature has over the board: “How far can this go? Can they pass a law about our budget? I’m a little concerned about the slippery slope.”
University counsel Stephen Dunham described the relationship between the legislature and the four state-related universities, Penn State among them, as “complicated and unique.” He said he couldn’t answer Shaffer’s question in the abstract: “The lawyer’s proper answer is, it depends on the facts. What area it is, how extensive it is, the history, the charter, the non-profit law. There are lots of issues to look at.”
—Members of the committee met with students who are interested in governance issues and who made a case for a designated student trustee, a case that Eckel called impressive. Eckel also noted that faculty and the Alumni Association would like to have designated seats on the board.
—Liz Grove ’84 asked the committee why the conflict-of-interest statements, which the board voted into its bylaws at its May meeting, are not yet public. Frank Guadagnino ’78, a Reed Smith attorney hired by Penn State to consult on governance issues, said the board office distributed two questionnaires to the trustees, one which is the equivalent of the IRS Form 990, the other to disclose “actual and potential” conflicts of interests. He said they’ve received all but two forms, and that the goal is to make information public on the university’s website by the end of the year.
Lori Shontz, senior editor