My comments from the Penn State Board of Trustees Meeting November 8, 2024
Trustees pass Screening Matrix for alumni-elected trustee candidates
Before I begin my comments from last week’s Penn State Board of Trustees meeting, I wanted to give an update on my lawsuit against the Penn State Board of Trustees, and Matt Schuyler in his position as Chairman of the Board.
On September 23rd we filed an Emergency Motion for Preliminary Injunction due to a pending Board vote, scheduled for October 10th, to remove me from the Penn State Board of Trustees (read the filing here). Penn State filed their opposition to the Preliminary Injunction (read their filing here) on October 7th, and on October 8th both parties appeared before Judge Marshall in the Centre County Courthouse. I testified, as did others.
On October 9th, Judge Marshall ordered that our Emergency Motion was granted and Penn State was enjoined from removing me from the Board of Trustees (read the court order here). The next step is for both sides to appear before Judge Marshall for preliminary objections on my original complaint. That date is being scheduled; please check my website for updates.
I want to be clear that due to the ongoing litigation I am, out of an abundance of caution, circumspect in all my communications. However, this in no way means I am abrogating my duties as an alumni-elected trustee. My first duty is to the University, and it is my fiduciary responsibility to publicly discuss proposals put to the Board for approval that will materially impact the university, and to voice my support or opposition for these proposals.
My report below contains only information available to the public, including quotes from public discussions. I strongly urge you to click on the links provided to find further information you might find interesting.
Lastly, your support has been instrumental in making Penn State supporters voices heard. We are at over 70% of our goal of raising $20,000 for legal expenses on GoFundMe.com. If you have already donated, thank you. If you have the means to do so and want to see Penn State back in the hands of trustees who understand legal university governance, your donation will go to a very good cause. Whether or not you have the means to contribute, please help us spread the word among all Penn Staters in your circle. Because we are winning.
The Penn State Board of Trustees met Thursday and Friday, November 7-8, 2024 at the Eric J Barron Innovation Hub, University Park, Pennsylvania. According to the Board Secretary, all 36 trustees were in attendance.
I attended via Zoom, per directive of Board leadership, and experienced significant technical issues that greatly limited my ability to participate in discussions and ability to case my votes, specifically for Items 2 and 7 (see below).
Prior to Friday’s full Board meeting, on Thursday, November 7th there were meetings of the Finance and Investment Committee, Research and Technology Committee, Governance Committee, Audit and Risk Committee, Equity and Human Resources Committee, and Student Success Committee. Read the full published agendas and find links to supporting materials here.
Friday, November 8th, 2024 public meeting of the full Board
In addition to the seven voting items on the Friday public meeting agenda, the Board also elected new officers and selected new Distinguished Alumni (see below). Read the full published agendas and find links to supporting materials here. Video of the meeting is available here and I urge you to watch it in its entirety.
As a service to alumni and the public who were unable to access the live broadcast of the meeting or the recording, the following is an excerpt of the comments I prepared and the vote results for each agenda item.
Selection of Recipients of the 2025 Distinguished Alumni Award
The Board votes annually to approve of new Distinguished Alumni awards. Candidates for the awards are screened by a selection committee and approved by the Board. Results are not announced until after all candidates are notified, and are not yet available. I approved several, but not all, of the nominees.
Action Item 1:
The first Action Item groups housekeeping issues; approval of the previous meeting’s minutes, authorization to confer degrees, proposed election dates for the various Board constituencies, and approval of committee operating guidelines.
The dates chosen for the counting of ballots for the Alumni and Agricultural trustees was May 8, 2025 (with the results probably announced at the following Friday Board of Trustees meeting). Also, May 9th was set as the date for appointed trustees to be elected/re-elected to the Board.
Vote – Yea: 36 Nay: 0
The following four votes were on capital construction projects with estimated costs totaling $323,900,000. Funding sources are noted for each item.
Action Item 2
Proposed Project Approval, New Classroom Building at University Park, as designed by Bohlin Cywinski Jackson of Wilkes-Barre, Pennsylvania – $96,000,000
Funding: $85.5 million from debt (borrowed), plus $10.5 million from PSU Central Reserve funds
My concerns over this project is the same as the concerns I expressed regarding Action Item 6 (below).
The item passed unanimously, without my vote or ability to add my public comment.
Vote – Yea: 35 Nay: 0 Disenfranchised: 1 (Fenchak)
Action Item 3
Proposed Project Approval, Sackett Building Renovation and Additions, University Park – $89,900,000
Funding: $60 Million from the Pennsylvania Department of General Services, $16.4 million from debt (borrowed), and $13.5 million from PSU Central Reserve funds
Vote – Yea: 36 Nay: 0
Action Item 4:
Proposed Project Approval, New Applied Research Laboratory (ARL) Building, Innovation Park – $91,000,000
Funding: $64.6 million from debt that is expected to be self-supporting from the ARL, and $26.5 million from ARL Reserve funds
Vote – Yea: 36 Nay: 0
Action Item 5
Proposed Project Approval, Academic Learning Center, Penn State Harrisburg, $47,000,000
Funding: $42 million from the Pennsylvania Department of General Services, $3 from philanthropy, $1 million of campus funds, and $1 million from student fees
Vote – Yea: 36 Nay: 0
Action Item 6
Proposed Real Estate Transaction, Ground Lease, 1500-Bed Housing Project at University Drive & College Avenue
My comments:
“If this were simply a matter of adding Housing capacity to meet unmet needs at University Park, there might be a lot of positives to this process, as opposed to the traditional and historical processes utilized for housing projects at UP.
“However, that is not what this project is about. It is part of a larger ‘growth in enrollment’ goal for University Park, and that raises issues that go well beyond this project in isolation, and into the critical missions of the University as a whole.
“There are many concerns and issues involved here that effect Penn State’s missions; some of those are internal issues, many of those related to Penn State Admission’s steep declines in yield over the last several years, and Penn State’s increasing reliance on Out-of-State tuition revenues to support the financial statements, and others that are external to Penn State, such as the negative demographic challenges we will face over the next 4-5 years.
“All of these concerns are incongruent with actions designed to increase University Park enrollment. And for these reasons I have to vote No.”
Vote – Yea: 35 Nay: 1 (Fenchak)
Action Item 7
Proposed Screening Matrix for the various Candidate Categories
The issue of the Screening Matrix was discussed a few weeks earlier in a separate meeting of the Nominating Committee on October 23, 2024. Please click here for a transcription of that meeting, which includes my public comments.
The referenced Universal Screening Matrix that was approved by the Governance Committee on November 7th can be found here.
As listed on page 53 of the Governance Committee Book (November 7, 2024), the following Universal Screening Matrix elements are:
Materials Submitted by Candidate: Review of references, biography/position statement (guidance to be provided that this statement should reflect their professional and personal experience that would make them an effective Board member, as well as reflect details about how they have demonstrated their commitment to Penn State) and Candidate Questionnaire to reflect alignment with the University’s mission of teaching, research and service and the Penn State Values. (YES – materials reflects alignment with Penn State mission and values; NO – materials do not reflect alignment with Penn State mission and values)
Skills Matrix (updated annually): Brings skills needed to the board, with enhanced consideration of existing skill gaps/shortages. (YES – has skills needed; NO – does not have skills needed)
Past Experience both Professional and Personal (including board service): Nature of role/engagement with governing body/board/shared governance, decision making, engagement with stakeholders, strategic leadership – see “Candidate Attributes” for each pathway to the Board for more details. (YES – has significant relevant past experience; NO – does not have significant relevant past experience)
Commitment/Service to Penn State: Nature and depth of engagement with Penn State, which may include service on committees/councils, specific examples support of students, alumni, faculty, staff, community (support via time and/or financial giving). For Incumbent trustees, commitment/contribution to the work of the Board as evidenced by attendance, Committee participation and/or Board/Committee leadership roles and lack of disciplinary record. (YES – has demonstrated commitment/service; NO – has not demonstrated commitment/service)
Candidate Background Check: Standard background check conducted by independent third party does not reflect behavior that would be violative of the Code of Conduct and/or the Penn State Values. This background check will include
Criminal records check,
Public court records check,
Verifications of education and employment history, professional licensing and certification,
Inquiries relating to any complaints, charges, reports or investigations of employment related misconduct and
Publicly available information regarding use of online social media, and any other publicly available information about you on the Internet. Social media include social networking websites, professional networking websites, video and image-sharing websites, blogs and personal websites.
Any Candidate with a “NO” will be considered by the Subcommittee for ballot ineligibility. A 2/3 vote of the Committee will be required to deem a candidate ineligible.
My comment:
As with Action Item 2, I could not voice my concerns for this items as it was presented, however I did contact the Board office to make sure my No vote was registered.
Vote – Yea: 34 Nay: 2 (Fenchak and Lubrano)
The last agenda item was the election of the Board Chairman and Vice-Chairman.
Note: With Matt Schuyler stepping down after four years as the Board Chairman, a new Chairman was to be elected. The only candidate for Board Chairman was David Kleppinger, who served as Vice Chair under Chair Schuyler. The only candidate to take for Vice Chair was Richard Sokolov, a Business & Industry appointed trustee who joined the Board in 2022.
As such, with only one candidate for each office, the vote was done by Acclimation, which is a voice vote, rather than a ballot. Aside from my NO vote for Kleppinger as Chairman, both votes were unanimous.