As many are aware, Penn State has a 38-member Board of Trustees. Penn State’s Board is approximately three times the size of the average board of Big Ten Universities.
Many governance experts – including former PA Auditor General Eugene DePasquale and PA Congressman John Yudichak – have stated that the size of the Board makes it unwieldy, and lends to Trustees being disengaged.
They called for reform to the Board, including reducing it’s size (which at the time was 32 members). But, in response, the leaders of the Board actually INCREASED the size from 32 to 38 – by adding 6 more appointed members to the Board (PSU BOT Meeting Minutes November 2014) Only 9 members of the Board are elected by the University’s Alumni. The rest are appointed in one manner or another, and unaccountable to any of the University’s stakeholders.
At that time, future Board Chairman Mark Dambly lamented that there was just too much work to be done. That the tasks at hand were far to demanding for even the 32 engaged, committed Trustees currently on the Board.
Each of the Trustees, according to Mark Dambly, was carrying a tremendous burden. And, thus, even more “dedicated and engaged” fiduciaries were needed.
Let’s look at one example:
Terrance Pegula, Appointed Trustee:
Board meetings since Pegula was placed on the Board: 20
Board meetings Pegula attended: 4
Board meetings at which Pegula offered a comment, suggestion, or proposal: 0
Terrence Pegula has been a Penn State Trustee, appointed to the Board by Governor Wolf, since October of 2018.
Since being appointed, not only has Pegula been silent on every issue facing the University, he doesn’t even show up for work.
Since being appointed to the Board, and filling a seat that might have been used for a Trustee who was actually committed to doing the work of University governance, here is Pegula’s track record:
There was one Full Board meeting after Pegula was appointed to the Board (November 9th of 2018).
Pegula attended the meeting. He may have even been introduced to his new colleagues.
There were five Full Board meetings in 2019. Pegula attended the first one (February 22, 2019).
He was absent for all the others (May 3rd, July, 18th, September 13th, and November 11th)
He also failed to show up for ANY of the various Board Committee meetings throughout the year (not even attending the meetings for the committees of which he was a member).
There were eleven Full Board meetings in 2020 (The first was held in-person, the remainder only required one to link in remotely via ZOOM).
Pegula attended one of them (via ZOOM) on November 11th, 2020. He was absent for the other ten.
In addition, of the six meetings of the Audit Committee, of which Pegula was a member, he attended zero.
Thus far there have been three Full Board meetings in 2021 – all held via ZOOM. Pegula was present for one of them (February 19th), and attended zero of the committee meetings held this year.
So, what is the justification for the massive 38 member Board? Thirty-eight Trustees, most of whom, like Pegula, are appointed to their positions – and accountable to no one.
What is the purpose for these appointments, and for the cumbersome, bloated, disengaged minions they promulgate?
When the activities of so many of them is to show up, have dinner, and cast uninformed rubber-stamp votes in support of current leadership – which thereby dilutes and negates the efforts of any Trustees committed to engage in true governance responsibility? At least Pegula has the decency to not show up at all, and therefore not “cancel out” the efforts of any engaged Trustees.
Maybe the purpose and intention of the cumbersome Board is exactly that – to create a flood of uninformed rubber-stamp votes in support of current leadership?
Maybe that is exactly why they are appointed to the Board by current leadership to begin with?