To understand the challenges facing trustees today, look no further than Pennsylvania State University.
The Penn State board is a complex mix of elected, somewhat elected, and appointed trustees who oversee 24 campuses—including a law school and a medical school—throughout the state. Its 32 members, two of whom (the governor and the university’s president) serve ex officio and cannot vote, come to the board in different ways, making accountability tenuous at best.
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To understand the challenges facing trustees today, look no further than Pennsylvania State University.
The Penn State board is a complex mix of elected, somewhat elected, and appointed trustees who oversee 24 campuses—including a law school and a medical school—throughout the state. Its 32 members, two of whom (the governor and the university’s president) serve ex officio and cannot vote, come to the board in different ways, making accountability tenuous at best.
Board membership breaks down as follows: nine trustees are elected by the alumni; six are elected by registered societies representing agriculture; six represent business and industry, and are nominated by a committee of five board members; six are appointed by the governor; and three are ex officio members who serve in the governor’s cabinet as the secretaries of agriculture, education, and conservation and natural resources. The board’s composition and oversight role will become even more complex in July, when it will add six more voting members.
Having been elected by the alumni, I began my service in July 2012, during what some describe as the most unsettling time in the university’s history. At my first board meeting, I watched Louis J. Freeh, a former FBI director who led a trustee-commissioned investigation into the Jerry Sandusky child sexual-abuse case, unceremoniously berate Penn State for what he said was its football-dominated culture. I listened to the board leadership accept accountability for Freeh’s findings, all without the benefit of a review by the entire board.
Since then I have been a vocal critic of the university’s response to the report, and I have argued that the board has never verified, let alone debated, those findings. As I would learn, the culture problem actually resided within Penn State’s Board of Trustees: The trustees “elected” to represent business and industry had a stranglehold on the board’s leadership. Five of the six also served on the 13-member Trustee Presidential Selection Council, formed to choose a new president—arguably the most important responsibility of a trustee. The only alumni-elected trustee on the Selection Council (even though nine such trustees sit on the board) would eventually not seek re-election. After the council failed in its first attempt at hiring a president, and after I publicly protested, an additional alumni-elected trustee was named to the council.
Given the reputational damage to Penn State caused by the Freeh report, I believe we have a fiduciary duty to verify the information on which the report is based. Consequently, along with two other trustees, I have formally requested access to all the files associated with the Freeh report. Sadly, litigation is a distinct possibility if we are unable to secure unfettered access to those documents.
Serving as a university trustee requires commitment, engagement, and time. It also requires a willingness to challenge the status quo. A trustee must be unafraid to question information he or she receives, and has a responsibility to verify it. Trustees need to engage with their board colleagues as well as with faculty and staff members. By doing so, a trustee minimizes the risk that he or she is uninformed.
Finally, a trustee should strive to work cooperatively with fellow trustees. Without trust and teamwork, divisions are inevitable. At Penn State, we have learned this firsthand.
