Posts tagged ‘Keith Eckel’
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
Clemens Resigns from BOT; Alumni Election Change Passes
For the second day in a row, I find myself wrapping up the Board of Trustees meeting by starting at the end.
Just as board chair Keith Masser ’73 was preparing to adjourn the Friday’s meeting, Al Clemens ’59 jumped in to read a statement. He got right to the point, announcing that he was resigning from the board.
Clemens, a gubernatorial appointee, joined the board in 1995 and was the only one of the four trustees remaining as plaintiffs in the Paterno family’s lawsuit against the NCAA who was on the board when the Sandusky scandal broke. As a result, he is the only one of the trustees who was found to have standing to sue on the claim of defamation.
He said the board didn’t have much information or time to discuss the issues when it voted quickly on Nov. 9, 2011, to fire Joe Paterno: “I will always regret that my name is attached to that rush to injustice.”
He indicated, as well, that hiring Louis Freeh and accepting his conclusions “without review” was another mistake and that he joined the Paterno family’s lawsuit in an attempt to “reverse the misguided sanctions that were designed to punish a football program without blemish.”
He also said his resignation was in keeping with his belief in term limits; the current limit is 12 years, but members including Clemens were grandfathered in when that change was made. He has served for 19 years.
Clemens’ term on the board actually expired in 2012, according to the trustees’ website; staff from the trustees office said that there’s often a long lag between when a governor-appointed trustee’s term expires and when the governor nominates a replacement. Gov. Tom Corbett announced in late February that he was nominating Cliff Benson ’71 and Todd Rucci ’92 to fill the seats of Clemens and Ira Lubert ’73. Those nominations must still be confirmed by the state senate.
Lubert’s term technically ended in 2013, as did the term of vice chair Paul Silvis ’06g, for whom a replacement has not been announced. The terms of two other governor appointees, student Peter Khoury and Mark Dambly ’80, expire in 2014.
Also noteworthy from the meeting:
Alumni election changes pass: All alumni who have email addresses on file with the university will receive ballots in the upcoming alumni trustee election. Trustees unanimously passed a motion to change the procedure in the university’s charter; previously, only alumni who are Alumni Association members or have donated to the university in the past two years automatically received ballots, although any alum could request one.
After the issue was debated and unanimously passed in the January governance committee meeting, Penn State sent postcards to 186,610 alumni without email addresses on file, governance chair Keith Eckel said Thursday during the committee meeting. The cost: $82,000.
Eckel said Thursday that only 400 of the cards had been returned and noted that while he thought reaching out to alumni was the right thing to do, the “somewhat disappointing” rate of return meant that the gesture likely doesn’t need to be repeated. At Friday’s meeting, he said he’d been told that the number of returned postcards had increased to 700.
The alumni election starts April 10, and alumni still have time to return the cards. All of these changes are taking place after the nomination process for alumni trustees, which ran from mid-January to late February. In the future, all alums with email addresses on file will receive both a nomination form and an election ballot.
Public comment: After several meetings in which the number of speakers during the public comment session shrunk, nine speakers were announced for Friday’s meeting, although only seven showed up to speak. Also in contrast to recent meetings, when speakers covered a variety of issues, most criticized how the board has handled to the Sandusky scandal.
Ceil Massella, an alumna and wife of football letterman Brian, told the board, “Just as I always think of the shooting when think of Kent State, this university will always be associated with Sandusky’s guilt unless the record is set straight.”
Evan Smith ’11 asked the board, “What are you personally doing with your position of power to help serve the Penn State family? How are you helping us fight this battle of public perception?”
Several speakers also reiterated their belief that the board owes an apology to the family of Joe Paterno.
Facts and figures: President Rod Erickson said applications for 2014-15 baccalaureate admission have increased by 9,000 over last year—19 percent at University Park and 8 percent at the commonwealth campuses. Out-of-state applications are up 26 percent, and international applications are up 18 percent. Minority applications he said, are running 16 percent of last year.
He also said that the quality of applicants is higher: Their average SAT score is 20 percent greater than last year’s.
Lori Shontz, senior editor
The BOT’s Governance Consultant Speaks
Holly Gregory wanted to clear up one thing right off the bat. The lawyer hired to facilitate the Board of Trustees’ discussion about the more difficult parts of governance reform—the size of the board, the constituencies represented on the board, the qualifications needed to serve on the board, etc.—opened the trustees’ retreat Thursday afternoon with, as she put it, a disclosure:
She’s not a Penn State graduate.
That was a soft opening, to be sure. But as Gregory continued, she laid out her philosophy of good governance and how she sees her consulting role. She explained the focus of her law practice—working with boards of directors and trustees, at both for-profit and nonprofit organizations, and said that includes other universities.
She acknowledged the progress Penn State has already made in governance reform, but she added, “There are a number of areas where observers have continued to call for change. We have to listen.”
When governance committee chair Keith Eckel announced the hiring of Gregory in November, he stressed that he was looking for not for an expert in the field, but a facilitator, someone who could guide the board—which is divided—in what he has called the ongoing and continuous work of determining how best to govern the university.
He reiterated that Thursday, when he introduced Gregory and opened the retreat:
“The right model for Penn State will be the Penn State model,” he said. “It is within every one of our hands, the ability to shape that. Holly is the expert, and I have great confidence in her ability. But perhaps her most important talent is one of facilitation.
“There may be differences among us, but I am convinced there is one thing that unites all of us, and that is that we want the best for Penn State. Our viewpoints may differ in what that definition is, but we want the best for Penn State. And this effort is to create and in many cases reaffirm processes we may already have as the best Penn State model.”
And Gregory immediately picked up one of Eckel’s main themes: “Governance is a work in progress,” she said. “It never really ends. You never really say you’re done. You continually need to think about how this board functions and operates and the rules it has in place to guide it.”
The first part of the retreat was open to the public; by my count, 12 people—including me, four other reporters, and two Penn State public information staffers—attended the session, which lasted for about 40 minutes. The trustees were in one room; we watched a video hookup from the room next door that showed whoever was addressing the trustees. The rest of the retreat took place in a closed executive session.
Among the points that Gregory made in the public portion of the retreat:
—Fiduciary duty: As a lawyer, she sees fiduciary duty as the underpinning of everything a trustee does. “Not as an ending,” she said, “but as a starting point.”
—Disagreements are OK: Tensions in “key relationships” at an institution that has undergone a crisis are not unusual. “In fact,” she said, “they are the norm.” Gregory called herself “agnostic” on the Sandusky scandal and aftermath and stressed that “disagreement isn’t something to be afraid of. It’s something to be valued.”
—Speaking with “one voice:” That said, she also stressed how important it is that the board speaks publicly with one voice. They key, she said, is to figure out a way to get the “benefits of vigorous debate”—meaning, in private—“without causing harm to the university.”
—Three duties of trustees: She laid out three duties that should guide trustees: obedience, meaning that everything the trustees do should be tied directly to the university’s mission as described in the charter and bylaws; care, meaning to put in the time needed to fully understand issues and to do due diligence; and loyalty, meaning avoiding conflicts of interests—or identifying ones that can’t be avoided and protecting the university’s reputation. “After all,” Gregory said, “that’s one of a university’s primary assets.”
She continued: “The good news is that perfection is not required. These duties, they expect a very, very high standard from trustees. But the law recognizes that the board, acting in real time and in response to real emerging issues, will not always make the best decision. You’re going to get it wrong. You’re going to make mistakes sometimes. As long as you’re acting with reasonable and prudent care, you as trustees will not be held liable.”
—A culture to strive for: Gregory characterized the culture the board should strive to meet with these phrases: Mindful of fiduciary duties. Future-focused: anticipatory, not reactive. Revitalizing, not entrenched. Diverse and inclusive.
She ended with this: “I can’t emphasize enough the value that comes from having the opportunity to debate a variety of viewpoints.”
Lori Shontz, senior editor
Governance Committee Debates Presidential Search
Trustee Keith Eckel (Penn Stater file photo)
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.”
Trustee Anthony Lubrano (Penn Stater file photo)
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
