Governance changes at Penn: A conversation with Ramanan Raghavendran

Can you give us a broad overview of the Board’s governance work?

First, I want to say that I am glad to have the chance to talk about this, even as I acknowledge that “trustee committee restructuring” is unlikely to trend on social media! But these changes matter to Penn, and I want to ensure our community understands them.

Our main goal is to position the Board well for the next quarter-century. At the highest level, you can think of us as focused on two things: who serves, and how they work together. In other words, composition and structure. We streamlined Trustee categories, set clear term limits, developed a restructured committee framework with fewer and more focused committees, revised the schedule for Trustee meetings, and made many other amendments that simplify, clarify, and modernize. The changes also enhance the Board’s role and culture, making it easier for Trustees to engage with strategy and fulfill their fiduciary responsibilities, while delegating management to University leadership and faculty. The Board now has a cleaner, more durable structure for the years to come.

What prompted these actions, and what is the unifying thread?

Periodic review is a feature of good governance. Penn has grown significantly in size and ambition since our last review, while the opportunities and the pressures on higher education have no real precedent. It was time to take a fresh look.

Penn is a remarkably complex institution: a great university built on shared governance, with the faculty at its heart, but also encompassing tens of thousands of students, a major health system, a vast research enterprise, deep civic roots, and so much else. The President and leadership team connect the Board to all of it, helping us provide oversight and offer advice. That lens led us to the one question that unites everything we have done: how do we make the Board as effective as possible in supporting the President and leadership team across that full complexity for the decades ahead?

How did the Board go about this effort? How formal and organized was the process?

In the summer of 2024, we began a formal governance review facilitated by external advisors. That process produced recommendations focused on issues rather than prescriptions, giving us a roadmap to follow. The Governance Committee, with the close involvement of the President, has worked diligently to develop proposals aligned with that roadmap. The Trustees have approved these in phases over the last year. 

We consulted widely both inside and outside Penn and heard many perspectives. We took a careful look at peer institutions, and that research was genuinely useful as a gut check and a source of ideas. But we quickly came to appreciate that each institution is a creature of its own history and particular setting, and, in the end, we made choices we believe are right for Penn.

Let’s get into what changed. You mentioned two areas, composition and structure. Start with composition.

The composition changes, approved in November 2025, aim to ensure the right people serve for the right time, with clear expectations. Penn's Board had accumulated distinct categories of Trustees over the decades, differences that had become more of a historical quirk than a purposeful design. We eliminated the categories: every voting Trustee now has the same standing, duties, and voice. At least 90% of voting Trustees, excluding Commonwealth Trustees, must be Penn alumni, preserving the fundamental link to our alumni body.

Trustees now serve a single five-year term, renewable once, for a maximum of ten years. That is long enough to develop real expertise and a real working relationship with the President's team, but not so long that the Board grows static. We also clarified the role of our emeritus Trustees, retaining access to their wisdom and celebrating their decades of service through ongoing engagement with the University outside of Board governance.

And the structural changes?

The structural changes, approved in June 2026, sharpened how our committees work. The goal was better logic, clearer mandates, and more focused engagement between Trustees and Penn's leadership.

The substantive work happens in six standing committees, split evenly between operations and mission. Operations committees — Budget and Finance; Audit, Risk and Compliance; External Affairs — help keep Penn institutionally strong. Mission committees — Education, Research, Frontiers — oversee Penn's academic work and strategic growth. Three other committees, which are responsible for how the Board carries out its duties, remain unchanged: Executive, Compensation, and Governance. The Development Committee continues to be overseen by the Board but is structured to permit broader participation beyond Trustees. Each committee has a senior administrative leader as liaison.

The structure is intended to foster meaningful Trustee engagement and input on the most important issues facing the university. The whole edifice is designed to endure across strategic plans and leadership cycles. For example, one can see how each of Penn Forward's initiatives readily maps to a Trustee committee, allowing the Board to track progress and support implementation.

We have also done a better job articulating what I call our governance architecture: the full set of linked Boards and committees are now laid out on the public Trustee website. None of this should be a state secret.

You now have the structure. What has to happen to achieve the Board’s goals?

A governance reorganization is not, by itself, an improvement. What makes committees work well is the engagement of the chair and members, the relevance of the agendas, and the culture of the meetings. For me, that means Trustees wrestling with substantive questions rather than just receiving briefings. We can design an elegant structure — and I think we have — but it amounts to very little without the software to go with the hardware.

The real test is whether the work of the committees is genuinely useful to the institution. The new structure creates conditions for that, but the work itself happens in the rooms, over the years. No elegant org chart can ever substitute for that.

One thing you did not change is the presidential selection process. Can you say something about that?

This is a topical question! Penn has been around for 286 years, and much of what we have works just fine. That includes presidential selection. The process in our Statutes is well-designed to be genuinely consultative while preserving clear accountability. We saw no reason to revisit any of this.

Stepping back from these specifics: What do you think is the most underappreciated aspect of what the Board actually does?

Structural moves attract attention, but ultimately, almost everything comes down to relationships. Governance mechanics matter because they help create the conditions for meaningful engagement, but relationships of trust are what make constructive oversight possible. That is an underappreciated dimension of governance.

A Board is only as effective as its relationships with the President and senior leadership, and with each other. At Penn, those relationships have been built over many years of working together. That matters enormously, requires effort, and is not something any of us takes for granted.

While we are on the topic, I can add that trust, in this kind of setting, benefits from clear roles. The President, as Penn's chief executive, sets the University's strategic direction; the Board's role is not to devise strategy but to engage with it thoughtfully and rigorously and to support its successful execution.

Beyond all the structural changes, do you have a broader message for the Penn community?

The events of late 2023 were difficult for Penn and higher education more broadly. What I can say is that difficulties can have a way of concentrating the mind. The review allowed us to hold a mirror up to ourselves, examine long-standing practices, including many that directly affected individual Trustees' own terms and roles, and ask whether these still served Penn's interests.

The discussions throughout were marked by genuine collegiality and a focus on what Penn needs. I am proud of how my fellow Trustees approached this work, and of the culture of candor that made it possible. I believe Penn is stronger as a result, and the Board is better prepared to support President Jameson and his successors.

I hope this spirit of collegial self-examination resonates more broadly. The question we asked ourselves — what does Penn need from us, now and for the long term — is one every part of our community can ask.

I should close by saying that the work is never truly done. We have made a set of considered changes to position Penn for what lies ahead. But it is to be expected that a future Board, working closely with the President of the day, will have new ideas and new plans. That is in keeping with my favorite phrase from our values statement: “imperfect but self-improving.” To me, that means an unending desire to get better.

That desire is alive across this entire university, and it makes Penn's future very bright indeed.