Amaral: Northwestern’s Board of Trustees is an outlier

Luís Nunes Amaral, Op-Ed Contributor

A university’s board of trustees establishes policies for the governance of its institution and oversees its management and finances, including the guidelines for investment of the endowment. Boards also select and appoint university presidents and have the final decision on the promotion and tenure of faculty and the revision of the Faculty Handbook.

It is fortuitous that this academic year Northwestern is welcoming both University President Michael Schill and Board of Trustees Chair Peter Barris, all while the board is undergoing Program Review. This confluence offers a unique opportunity to critically reflect whether our board’s structure could have negatively impacted how NU navigated difficult moments in its recent past. These include controversies surrounding the cheer team, the appointment of the athletics director and the suspension of faculty retirement funds.

I contrasted publically available data on NU’s board against the benchmark described in a recent report by McKinsey & Company, as well as the boards of 19 private peer universities, including Columbia University, Duke University, Harvard University and Princeton University. The McKinsey report describes an ideal board as smaller with about 20 to 25 members who are “generationally diverse, have clear term limits and lengths, and consist of … a varied set of capabilities.”

Board size and gender diversity

NU’s board includes two categories: trustees and life trustees. At the time of this analysis, the board — at 70 trustees — was about three times larger than McKinsey’s recommended size and nearly twice the median board size of our peer institutions, making it a significant size outlier. The board currently has 71 members.

NU’s board is also atypical in that it is one of only four institutions in the studied cohort that appoints life trustees. When including life trustees, the size of our board is even more exceptional: at 148 members at the time of analysis, it is nearly four times the median size of other boards, and nearly twice as large as the California Institute of Technology’s board, the second largest. 

Additionally, NU’s board doesn’t have as much gender diversity as most of our peers. Even excluding the less-diverse life trustees, only about 34% of NU’s board is female, which is below the median value of our peer institutions at roughly 41%. 

Varied set of board capabilities 

Considering their function, boards of trustees would be expected to provide expertise in higher education, nonprofit management and endowment management. Because NU has schools offering training in diverse fields, we might expect representation based on the occupations covered by its schools. Figure 1 categorizes trustees based on their listed or inferred professional backgrounds, and it places NU’s board in comparison to the cohort of trustees at the other 19 institutions. 

Boards of trustees generally trend toward having too many representatives from the finance and consulting fields. That said, NU stands out for having a finance-heavy and education-light board. This is especially noteworthy given the size of NU’s board: With 70 members, any individual trustee changes the representation of any category by a mere 1.4%.

Finance and consulting seem to dominate NU’s board in absolute terms and, in all likelihood, on every advisory and decision-making committee within the board. As a result, board committees will likely lack representation from a trustee with a background in higher education. 

Figure 1. Distribution of professional backgrounds of 692 trustees appointed across 19 private universities. The gray bars display the overall percentage of trustees across the 19 peer universities with the named professional background. The purple bars display the percentage of the 68 NU trustees with the named professional background. Data do not include life trustees.

Term limits 

McKinsey’s report of good board practice recommends term limits, noting that “without term limits or rules around term lengths, it can be difficult to foster change and create opportunities for new leaders.” The report identifies several reasons why term limits, or a lack thereof, may affect a board. Concerns include a lack of up-to-date expertise and training, risks that arise with long-term membership and the difficulty new members may have in asserting leadership. 

Surprisingly, it isn’t possible to determine what the terms of NU’s trustees are. The category of “Life Trustee” suggests that for a segment of the board, the term has no end date. NU also appoints closely related members to its board — currently both Patrick Ryan and his son Patrick Ryan Jr. sit on the board — which smacks of nepotism and undue influence of some trustees. 

Looking ahead 

The current structure of NU’s board raises many concerns. Its large size and lack of transparency regarding roles and committee membership prevents accountability. The dominance of finance and consulting could give rise to conflict of interests in investment decisions, real estate, construction contracts, the purchase of services or software or the hiring of external consultants. 

The lack of expertise in higher education suggests that the trustees lack any frame of reference for understanding concerns and priorities of faculty and staff about the long-term impact of hiring and firing decisions. Lastly, the lack of diversity means the board is out of step with the expectations, concerns and hopes of current students. 

Fortunately, we have peer schools with boards that have taken steps to address concerns such as these. They have elected representatives of their alumni. They have representatives of their faculty and student bodies. They are diverse. 

We, as a society, are headed into a time of great uncertainty due to the exacerbating threats to democracy and the climate crisis and its predicted impact on food, water, energy, disease spread, migration and the frequency and magnitude of natural catastrophes. NU will be better off if it can rely on the guidance of a diverse — in age, ethnicity and race, socioeconomic and professional background — board of trustees. 

See here for a complete report of the findings above.

Luis Amaral is a professor of chemical and biological engineering. If you would like to respond publicly to this op-ed, send a Letter to the Editor to [email protected] The views expressed in this piece do not necessarily reflect the views of all staff members of The Daily Northwestern.