More on Board Reform
Yesterday’s board-reform recommendation by the Board of Trustees’s governance committee is playing to mixed reviews so far.
The most prominent critic appears to be state senator John Yudichak ’93, ’04g, who quickly issued a statement suggesting that the committee violated state law with its recommendation. His concern apparently is with the removal of voting privileges for the three members of the governor’s cabinet who serve as trustees: “The public members of the board of trustees and the voting privileges they have are decided by statute, not by a committee of non-lawmakers,” according to his statement.
Yudichak is the main sponsor of Senate Bill 1240, which would cut the size of the board from 30 voting members to 23. The proposal approved in the governance committee yesterday, by contrast, would increase the number of voting members to 33. Mark Dent of the Pittsburgh Post-Gazette talked with Yudichak yesterday and has a bit more on the senator’s objections here.
The governance committee also heard criticism during the public-comment portion of its meeting yesterday from alumnus Jeff Goldsmith ’82, who ran unsuccessfully for the board in 2013 and who has since formed a group called Penn State Board Watch. Goldsmith expressed “extreme disappointment in how the committee has handled public input into this process,” pointing out that while comment has been allowed at some sessions, there’ve been severeal committee breakout sessions that took place in private.
A few other notes from yesterday’s meeting:
Ted Brown’s Proposal E. While much of the debate has been about whether to keep the nine alumni-elected slots on the board or reduce that number to six, trustee Ted Brown ’68 put forward a proposal to increase the number to 12. He points out that alumni trustees (three, to be exact) were first added to the board in 1875, at a time when Penn State had about 1,400 living alumni. Thirty years later, in 1905, Penn State had about 9,400 alumni, and the number of alumni trustees increased to nine. Today, 109 years later, Penn State has more than 600,000 alumni, but still only nine alumni trustees. “In less than 20 years there will be about 1 million [living alumni],” according to the rationale statement in Brown’s proposal. “At that rate we should have 540 alumni-elected Trustees. This proposal advocates only an increase of three.”
Brown’s proposal never made it to a vote. After the meeting, he told the committee, “I have to say that I am not happy with what you’ve passed, but my view is that probably nobody is. … I am happy we reached a compromise that protects all constituencies.” He added that if the full board tries again to reduce the number of alumni-elected seats, he’ll again pursue his 12-seat proposal.
Board size. The proposal passed yesterday would increase the size of the Board of Trustees (including both voting and non-voting members) from 32 to 38. Penn State already has the largest board in the Big Ten, but a Penn State news release points out that even with the proposed change, the university’s board would still be the smallest of the commonwealth’s state-related universities.
One argument in favor of a larger board comes from those who point out that the board has a large number of committees and subcommittees; with a smaller board, they say, it would be hard to populate those committees without stretching members too thin. “I’ve changed my view on board size since I got here,” Dan Mead ’75, ’77g, a new trustee who serves on the governance committee, said in yesterday’s meeting. “I used to think 12 to 14 would be enough. But I didn’t have the appreciation of the committee structure.”
Lubrano v. Dandrea. The most pointed exchanges of yesterday’s meeting, as was also the case in the August meeting, were those between committee vice-chair Rick Dandrea ’77 and committee member Anthony Lubrano ’82. Dandrea supported the original Proposal A, which would have reduced the number of alumni-elected trustees from nine to six; Lubrano opposed that. Dandrea argued that, even with six alumni trustees, Penn State would have greater alumni representation on its board than most of the peer schools that consultant Holly Gregory studied. “By the standard of our database, that is still a robust representation—exceptionally large, compared to most other schools.” Lubrano responded: “I would argue, how many other schools have 600,000—and growing—alumni?”
Dandrea, a trustee elected to the board by its business and industry members, also maintained that a relatively tiny percentage of Penn State alumni show interest in the elections. “With execption of the post-Sandusky-scandal years,” he said, “only 2.5 to 5% of alumni voted in elections. Your marketing firm or whatever tells you to cite 600,000 alumni, but ….” He pointed out that the top vote-getter in the 2014 alumni election, Alice Pope ’79, ’83g, ’86g, garnered 10,000 votes, a small fraction of those eligible to vote. Lubrano’s response: “So how many people voted to put you on the board, sir? Five. … Ours is far more democratic than yours will ever be.” At that point, committee chair Keith Eckel stepped in, saying, “I expect us all to be civil,” and the conversation moved on.
Risk management. There’s one component of board reform that came not from the governance committee, but from the committee on audit and risk. That committee is looking at the possibility of creating a subcommittee devoted entirely to “risk structure,” a concept that has to do with assessing and being prepared for various kinds of risks to an organization. (Some say the Sandusky scandal offers a classic case study in failures of risk management.) The idea has been championed in part by board member Ted Brown, who deals with risk management in his professional life—he owns a consulting firm that’s focused on the topic—and who is one of the alumni trustees elected to the board in the wake of the scandal. The audit and risk committee will report on its discussions on the subject at the full board meeting this afternoon.
Tina Hay, editor