The Key — Rebuilding the Board: How Penn Is Reshaping Its Governance
Over the last year, Penn’s Board of Trustees has quietly rewritten its own rulebook. Changes include stricter term limits, a reimagined Governance Committee, formal conduct standards for trustees, fewer voting seats, and a process for trustee removal.
On paper, these changes are framed as “a regular revisiting of our governance procedures.” However, it also reads like a response to the 2023-2024 leadership crisis and the scrutiny on the board that followed.
Penn’s highest governance body is reconsidering how to govern itself. By formalizing its structure and member expectations, the board is building a nimbler and more invested team to better lead the school through uncertainty and challenges to the current model of higher education.
The forces behind the shift
Penn’s board has been unusually large compared to other Ivies. Columbia has 20 trustees, Harvard has 13, Yale has 17, Dartmouth has 25, and Princeton has 36. Before this year’s changes, Penn regularly had over 50 trustees, numbering as high as 58 in recent years (more similar to Cornell’s 64 and Brown’s 51).
The board’s size has drawn criticism from donors, the media, and former leadership as too unwieldy to govern effectively.
From donors, criticism began immediately after former President Liz Magill and board chair Scott Bok (C ‘81, W ‘81, L ‘84) resigned. The chair of the Wharton Board of Advisors (each of Penn’s 12 schools has its own board with advisory, not fiduciary, duties) and former Penn trustee Marc Rowan (W ‘84, WG ‘85) wrote a letter to all of the trustees questioning the board’s size, structure, and selection process.
The Daily Pennsylvanian (DP) highlighted the board’s large size and reported that ¼ of trustees had attended fewer than half of its meetings from 2019-2023. Corporate and nonprofit governance expert Charles Elson told The Inquirer, “You can’t run an effective board with that many people.”
In his 2025 memoir Surviving Wall Street, former board chair Bok lamented the “collapse of confidentiality and breakdown of the board into factions.” Overall, the criticisms highlighted that there were too many voices in the room and not enough commitment, clarity, and accountability.
Current board chair Ramanan Raghavendran has taken these notes in stride. During the November 2025 board meeting, he announced changes to the board’s structure as a “regular revisiting of our governance procedures.” Viewed against the backdrop of resignations, donor pressure, and public criticism, the changes also look like Penn’s attempt to make the board smaller, more agile, and adaptable to new challenges.
The new rules of the road
Revisions to the board’s structure have been announced so far in three waves: during the November 2024, June 2025, and November 2025 board meetings. Together, they answer three big questions: Who serves? How are they chosen? How are they expected to behave?
Who serves on the board?
The total number of voting trustees was reduced from up to 60 to 44.
The old categories of Charter, Term, and Alumni trustees were eliminated in favor of a simplified structure, and a 90% alumni requirement was introduced.
Emeritus trustees’ involvement in regular board meetings was reduced.
So what? A smaller, more alumni-heavy board should be easier to convene, more accountable, more agile, and more invested in Penn’s long-term health.
How is the board led and renewed?
Term limits for the Chair were introduced, capping service at two four-year terms with a possible two-year extension during a Penn presidential transition.
A requirement was established for the Chair to be an alumna/alumnus.
Voting trustees were designated to elect the Chair, without emeritus trustee votes.
The Nominating Committee was replaced by the Governance Committee.
The Governance Committee was charged with building a “well-organized, engaged, and responsive" board and structured as a nine-member-or-fewer, majority-alumni body appointed by the Chair that will evaluate performance and plan leadership succession
So what? These moves professionalize how trustees are chosen, evaluated, and rotated, ensuring responsibility and accountability.
How are trustees expected to behave?
For the first time, a trustee code of conduct was adopted, including expectations around confidentiality and information leaks.
A formal removal process was established, allowing a trustee to be removed with two-thirds approval from the Governance Committee and majority approval from all voting trustees.
So what? The board has given itself tools to address internal factions, leaks, and underperformance, all of which emerged as points of criticism in recent years.
Penn is beginning to reign in the scope of the board. In the age of the rise of AI, challenges to universities’ funding models, and increased scrutiny on higher education, governance speed and discipline matter more than ever.
Why these changes matter now
Some critics argue Penn’s changes have not gone far enough. Elson, for example, suggests a high-functioning board might have only 10-15 members, citing Harvard Corporation as a more ideal example.
That debate will continue. But more importantly, Penn’s board has acknowledged its old structure needed change to withstand the pressures it now faces. Raghavendran recognized that to best govern the university, the board must be more agile and adaptive.
There is a clear shift already, as the board signals that attendance, confidentiality, performance, and accountability are the expectations. The board’s changes don’t automatically guarantee better decisions or nimbler governance, but they do three important things:
Increase accountability in a team of fewer trustees, clearer roles, and a formal code of conduct.
Create tools for self-correction through term limits, performance reviews, and a removal process to address problems before they explode.
Align governance with the standards Penn’s board expects of others. Penn’s board pushes its schools, departments, and students to adapt and improve. The board is now holding itself to the same expectation.
The board’s speed, level of consensus, and ability to adapt to new challenges will signal the effectiveness of the new reforms. These governance changes demonstrate that the board is self-reflecting, pushing itself to better guide the university.
The Almanac
Curated highlights from this week’s Penn news
Penn’s Resident Advisor union petitions to secure graduate student RA positions
Penn limits full-time students to 20 work hours per week. In recent years, the university has started to count RA/GRA duties towards that cap. Vice Provost for Graduate Education Kelly Jordan-Scuitto told a union member that beginning next year, GRAs with additional Penn employment hours will lose their RA contracts.
United RAs demanded Penn reverse the policy and apologize, calling the moves “playing politics with the lives of its own students.”
So what? Penn has not publicly commented on the situation, but it comes while union tensions are high: GET-UP (Penn’s graduate student union, which overlaps with many GRAs) is in its fifteenth month of contract negotiations with Penn and recently voted to approve a strike. Added conflict increases the chance of a strike, which would disrupt academics and research across campus.
Penn Forward committee leaders tease plan to increase access and communications of Penn’s affordability to the public
Dean the School of Social Policy & Practice (SP2) Sara Bachman and Wharton School professor and dean emeritus Patrick Harker (ENG ‘81, GCE ‘81, GR ‘83), who co-chair the Penn Forward Access, Affordability, and Value committee, said their goal is to better communicate to prospective students and the general public Penn’s commitment to access and affordability.
Bachman and Harker aim to widen the talent pipeline to Penn by targeting students before entering college and improving how the school explains the affordability and value of a Penn degree. They acknowledged the lack of trust between the American public and universities like Penn, saying that their committee’s new initiatives will combat this mistrust by improving communications and access.
So what? Penn has recently made significant progress to increase undergraduate aid, but graduate affordability remains a major challenge, as Harker noted. With the elimination of Grad PLUS loans we discussed last week, the university — and this committee — need to reevaluate graduate tuition, financial aid, and borrowing if it hopes to retain access and affordability.
DOJ issues rule change ending disparate-impact liability under Title VI
On Tuesday, the Department of Justice (DOJ) amended Title VI, removing disparate-impact liability. Previously, policies that produced discriminatory outcomes could be challenged without proof of intent.
The new policy requires proving intentional discrimination, raising the bar for claims involving race, sex, and national origin across universities, employers, and government agencies.
So what? For decades, disparate-impact claims have been used to challenge admissions, hiring, and other policies in higher education. Eliminating this standard will make it harder to overturn policies at Penn and peer institutions based solely on unequal outcomes, potentially narrowing legal remedies for discrimination.
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