Posts filed under ‘Board of Trustees’
Three Questions for the Trustee Candidates
Back in 2012, when a record 86 alumni were running for a seat on the Penn State Board of Trustees in the wake of the Sandusky scandal, we introduced a project designed to help voters sort through all those candidates. We patterned it after the voters’ guides that the League of Women Voters pioneered, and we called it “Three Questions for the Candidates.”
We’ve continued the project every year since then, even as the number of candidates has declined: 39 alumni running for a seat in 2013 and 31 last year. This year saw an even more dramatic drop, and in fact the race is essentially uncontested: Only three candidates are running for the three available alumni-elected seats.
We talked about it in-house, and decided that even with three unopposed candidates, the project is still worth doing. Alumni still need to know where their trustees, or potential trustees, stand on the issues. So we invited Anthony Lubrano, Ryan McCombie, and Robert Tribeck to answer this year’s three questions.
Tribeck sent us his answers, and you’ll see them on our site. McCombie responded that he wouldn’t be in a position to participate: “I am on travel until Easter Sunday with only my IPad to compose on and little thoughtful time,” he replied. “I don’t believe I will be able to frame these questions worthy of your publication and editor’s eye satisfactorily in time. I’m afraid you are going to do this without me this year. Sorry.” Lubrano didn’t respond at all.
Still, we’ve assembled the site, including not only Tribeck’s responses but also links to all three candidates’ bios and official position statements on the trustees’ website. Information on election dates and eligibility is on the site as well. We hope that you’ll check it out—and that you’ll vote.
Tina Hay, editor
NCAA Sanctions Repealed, Paterno’s Wins Restored
Keith Masser ’73 stuck to the script when he opened the Penn State Board of Trustees meeting today, saying he had some good news to report: that Penn State’s World Campus scored a No. 1 ranking in the U.S. News rankings of online programs.
But a few moments later, President Eric Barron took the podium and announced the day’s truly big news: that Penn State, the NCAA, and state officials had reached a tentative agreement to roll back the sanctions against Penn State in the wake of the Jerry Sandusky scandal. And not long after that, the trustees voted unanimously to approve the agreement.
The NCAA issued a news release spelling out the terms of the agreement, the major points being that (1) 112 vacated wins—111 belonging to Joe Paterno, and one to Tom Bradley ’78—are restored (or, to quote a tweet by Charles Thompson of the Harrisburg Patriot-News, “And move over Bobby Bowden!”), and (2) the $60 million in fine money stays in Pennsylvania.
But State Sen. Jake Corman ’93, in a Harrisburg news conference, was more blunt: “The consent decree is hereby repealed,” he said, and “all remaining sanctions against Penn State are voided.” You can read a news release from Corman’s office here.
The trustees’ vote on the settlement was quick, with no discussion or debate before the roll-call vote, and the vote was unanimous.
Trustee Anthony Lubrano, who invited reporters to an impromptu news conference in the hallway outside the meeting—while the meeting was still in progress, with President Barron giving a report—said that the agreement isn’t perfect, but is still a win overall.
A point of contention with some in the Penn State community had been the possibility that, in order to see a rollback of the sanctions, the university would have to acknowledge that the NCAA had the right to impose the sanctions in the first place. The wording of the agreement appears to be very carefully phrased in that regard; it says that “Penn State acknowledges the NCAA’s legitimate and good faith interest and concern regarding the Jerry Sandusky matter.”
The restoration of Paterno’s wins has already prompted calls to return the Paterno statue to its spot outside Beaver Stadium. Corman, asked about it at his news conference, said it’s a decision for Penn State to make, but added, “In my personal opinion,” it should be put back. Lubrano also called for the university to return the Paterno statue, suggesting Homecoming might be a good target date.
The Paterno family issued a statement calling today “a great victory for everyone who has fought for the truth in the Sandusky tragedy.” The advocacy group Penn Staters for Responsible Stewardship was less pleased, thanking Sen. Corman and state Treasurer Rob McCord but adding, “Unfortunately, we cannot support an agreement that does not require the NCAA to acknowledge its wrongdoing.”
Penn State has posted a news release about today’s settlement announcement, with comments from President Barron and Chair Masser. Barron, Masser, and attorney Frank Guadagnino ’78 will speak with the media after today’s meeting.
Tina Hay, editor
Trustees Approve an Expanded Board
In a busy and often contentious five-hour meeting Friday afternoon at the Penn Stater Hotel, the Board of Trustees ended months of heated debate by adopting a proposal to expand the board’s membership to 36 voting members. The board also voted to postpone action on a proposal to join a lawsuit against the NCAA—news that was tempered Saturday by the announcement that President Eric Barron will personally conduct a review of the Freeh Report.
The governance changes passed on a 16-9 vote, with the nine alumni-elected trustees voting against expanding the board. Under the approved proposal, the board will now include 38 trustees, 36 of whom will have voting rights. The new additions will include a student trustee, an academic trustee nominated by the Faculty Senate, and the immediate past president of the Alumni Association. In addition, there will be three at-large trustees elected by the board. All new trustees will begin their terms in July 2015.
Anthony Lubrano. Photo by Tina Hay
Opponents of the board argued that a larger board would be too complex to function efficiently. Alumni trustee Al Lord ’67 was representative of his fellow elected board members when he said, “I find it hard to believe that a 30 to 40 member board will be effective. That certainly has not been the case.” The addition of the Alumni Association seat was particularly contentious for some, with Alice Pope ’79, ’83g, ’86g among those arguing that the seat created a potential conflict of interest. Alumni trustee Anthony Lubrano ’82 also argued the board should heed the request of state senators Jake Corman ’93 and John Yudichak ’93, ’04g to hold off on reforming the board until the recently elected gubernatorial administration was in office.
The majority cited the board makeup of peer institutions, some of which have dozens more members than Penn State’s, as proof that there was nothing inherently problematic in increasing the membership. Business and industry trustee Rick Dandrea ’77 said, “I think our board functions well on a wide range of issues. We have disagreements on a very few important issues. On this issue, our board function is not what it should be because we have a majority and minority agenda. I don’t think it has anything to do with size.”
Keith Masser. Photo by Tina Hay
After the vote, board chair Keith Masser ’73 called the expanded board “a more comprehensive reflection of the Penn State community.”
Given the established voting lines on the board, it was the expected outcome from a long and increasingly tense afternoon session. Citing threats made toward some board members, the university increased security for the meeting; visitors passed through a metal detector, and as many as two dozen officers from the State College and Penn State police departments were visible in the conference room, in the hallway outside, and outside the hotel entrances. Masser opened the meeting with a reference to outbursts at the board’s Oct. 28 special meeting, when three audience members were removed from the room, and reminded the standing-room crowd that “members of the public are here as observers, not as participants.”
Some of those observers got their chance to participate at the public comment segment, and about half of the 10 listed speakers used their time to upbraid the appointed trustees involved in the dismissal of Joe Paterno and the acceptance of the Freeh Report. That session followed a proposal from Lubrano that Penn State join Sen. Corman’s lawsuit against the NCAA. That proposal, inspired by the release of emails last week highlighting apparent conflicts in the NCAA’s handling of sanctions in the wake of the Freeh Report, was voted down, 14-10, but not before alumni trustee Bob Jubelirer ’59, ’62g argued that “with all that’s going on, to kick it down the road to January, I think we’re making a terrible, terrible mistake.” Gubernatorial appointee Kathleen Casey ’88 countered that the board would be better served by having more time to consider the resolution and revisit it at the next scheduled meeting in January.
On Saturday, President Barron added an unexpected twist with the announcement that he would “conduct a thorough review of the Freeh Report and supporting materials produced during the course of the investigation.” Barron’s statement offered no timetable for the review, but noted that he “assured the board I would move with all deliberate speed.”
Barron’s scheduled address Friday focused on student engagement, a topic he addressed last week in an open forum with students at the Hintz Family Alumni Center. Barron highlighted the many reasons that more engaged students—those who study abroad, intern, take leadership roles, and have the opportunity for one-on-one engagement with faculty—have better GPAs and make stronger candidates for internships and jobs. His proposals for improving the environment for student engagement ranged from the creation of an engaged student medal to greater funding for international experiences. He noted, “Just going in and out of class is no way to go through this university.”
Executive VP and Provost Nicholas Jones address trends in faculty makeup, particularly the decades-long rise in non-tenure-track faculty. While acknowledging concerns about about the decline in tenure-track professors, Jones highlighted a number of non-track instructors whose work has been honored for teaching and research awards.
University scholarship was also highlighted Friday, with presentations from Schreyer Honors College Dean Chris Brady, Eberly College of Science Dean Daniel Larson (highlighting the Millennium Scholars Program) and Susan Welch, dean of the College of the Liberal Arts. Welch focused on the Paterno Fellows program, and her presentation included clips from a 2009 video of Joe and Sue Paterno ’62 explaining their inspiration for the program they endowed.
You can find information on additional items from Friday’s agenda here.
Ryan Jones, senior editor
Trustees Vote Against Examining the Freeh Report
In a contentious 90-minute special meeting Tuesday, the Board of Trustees voted down a proposal to formally examine the findings of the Freeh Report, voting instead to maintain its current stance of waiting until legal proceedings related to the Sandusky scandal run their course.
Alumni trustee Al Lord ’67 presented the initial resolution, which proposed the creation of an ad hoc committee to “examine the Freeh Report, meet with Freeh and his investigative team, review the full set of undisclosed communications and report its findings to the full board.” That resolution was defeated by a 17-9 vote, with Lord and the other eight alumni-elected trustees the only “yes” votes. A second resolution, presented by gubernatorial appointee and board vice chair Kathleen Casey ’88, proposed that the board “continue to actively monitor the discovery and factual investigations … and, upon conclusion of such proceedings, shall determine whether any action is appropriate and in the best interest of Penn State.” That resolution passed 17-8, with alumni trustee Adam Taliaferro ’05 abstaining.
It was Lord, during discussion of the second resolution, who asked Casey to clarify whether the action in her proposal (written in collaboration with Ken Frazier ’73) was simply to “continue.” When Casey said yes, Lord replied, “Continue to do what we’re doing? Resolutions should do something. This is ‘continue to do nothing.'” It was an exchange that got to the heart of the divide among the board’s members: The alumni trustees remain committed to repudiating the most damning findings of the Freeh Report, while the majority of board members argue that any such action is at best premature.
Lord introduced the amended resolution, first proposed in July, by acknowledging other issues that demand the board’s attention. “I wish that instead of talking about being pleased with only increasing tuition two or three percent, we were talking about decreasing tuition,” he said. “But what needs immediate attention is the Freeh Report… My feeling is that the consequences of the Freeh Report and the NCAA consent decree live on.” He cited comments and signs encountered by Penn State fans at the Rutgers football game last month as proof that the damage to the university’s reputation remains unchecked. “When I saw those signs, it occurred to me how far we’ve fallen, or how other people think we’ve fallen, because we don’t stand up for ourselves. I’m bothered by how meekly we react. Generally speaking, we don’t react at all … there’s a sense of ‘Suck it up, we deserve it.’ We don’t deserve it.”
The four-person ad hoc committee proposed in Lord’s resolution would have included Lord, fellow alumni trustee Anthony Lubrano ’82, and two members appointed by board chair Keith Masser ’73. The alumni trustees were unanimous in their support: Ted Brown ’68 argued that any trustee who said they’d be willing to defend the university’s reputation in a one-on-one conversation was obligated to support the proposal, while Bob Jubelirer ’59, ’62g disputed the need to wait on the legal outcomes: “There is no downside, none at all, if we review the Freeh Report.”
Counterarguments came from Keith Eckel, an elected agricultural trustee, who cited strong applicant numbers and an upgraded credit rating as signs of the university’s health, and argued that the board’s responsibility was to “our students and our constituents. I urge the defeat of this resolution and the moving forward of the university, and the continued observation of the results of the trials that are ongoing, and because of which we cannot make any decision today.” That response brought an isolated “boo” from someone in the audience of roughly 100 people, many of whom applauded points made by the various alumni trustees. An otherwise tame exchange between the business and industry-elected trustee Rick Dandrea ’77 (an attorney who argued the wait-and-see approach on the ongoing court cases) and alumni trustee Ryan McCombie ’70 led to a more strident response from the crowd; two audience members were escorted out of the meeting after loud outbursts, prompting Masser to slam his gavel at the podium, while Lord turned toward the crowd and made a “time out” signal to try to quiet things down.
When order was restored, McCombie finished his point: “We accepted a scarlet letter that said we are a ‘football culture,’ when everyone knows we aren’t a football culture. I refuse to accept that letter; I don’t think the university should, either.”
After a bit more back and forth between the two sides—and the removal of one more audience member after an extended outburst—the trustees voted, with the the “nays” carrying the day. That was followed by the introduction of Casey’s resolution, a brief back-and-forth about when the board members had initially received it (the proposal was sent out electronically last Friday), and objections from Lord, Lubrano, and Bill Oldsey ’76 about the proposal’s wording. Taking issue with the final paragraph of Casey’s proposal, Oldsey noted, “It says ‘consistent with fiduciary duty’ … and then it says we’re going to wait and see. Unless I missed the last two hours, there is a lot of disagreement on the board about our fiduciary duty.”
That disagreement doesn’t figure to change anytime soon. A quick vote to table the proposal until a later date was shot down along the expected lines—the nine alumni trustees once again voted together—before the actual vote on the Casey/Frazier “wait and see” resolution. It passed.
Ryan Jones, senior editor
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.
Trustee chair Keith Masser and trustee Anthony Lubrano at yesterday’s governance committee meeting.
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
