Sweeping Changes: Caruso, Nava announce structural reforms to the Board of Trustees

The Board of Trustees will undergo a series of changes to its governance structure, including a size reduction, over the next few years, Trustees Rick Caruso and Carmen Nava announced Tuesday in an email to the USC community. Despite the changes, students and faculty leaders voiced concerns regarding the lack of urgency in incorporating student representation in the Board’s restructuring efforts. 

Among the changes, the Board voted to reduce its size from 55 to 35 voting members in the next three years. Along with the 55 voting members, the Board currently comprises 27 nonvoting lifetime and honorary members. The Board also voted to reduce the number of committees from 11 to nine.  

The announcement stated that in the next three years, the Board will also implement term and age limits for all current and future trustees and will focus on increasing its diversity to mirror the diversity of its students. The student body comprised 16.8% Asian, 5.6% African American, 14.8% Hispanic and 30.7% white students last school year, according to the USC Facts and Figures page.

“Part of these reforms, there is a commitment that we’ve made to have the Board reflect the character and the nature of the community that we serve,” Chairman Caruso told the Daily Trojan. “So there’s going to be a push for more diversity at all levels.”

The Board currently comprises more than 60 white members, and out of all voting and nonvoting members, just 26 are women. Nava said these changes will take place over a three-year transition period. 

According to the announcement, the changes, which resulted from efforts spearheaded by the Special Committee on Governance Reform, reflect the Board’s efforts to modernize alongside significant changes at the University. 

A University spokesperson told the Daily Trojan that the vote was “overwhelmingly supportive”; however, the vote count and meeting minutes were not made public.

“Just as USC has grown dramatically over the past few decades, the Board recognizes that we needed to evolve and modernize to effectively steward USC for the years ahead,” said Nava, chair of the Special Committee on Governance Reform, in the release.

Nava told the Daily Trojan the Board has already been undergoing changes since the summer. She said the Board has more of an agenda, longer meetings and allows for more opportunities for members to meet with one another.

Though these changes mark a dramatic shift from the Board’s structure in previous years, Undergraduate Student Government President Trenton Stone and Graduate Student Government President Skye Parral found the lack of student representation on the Board “disheartening.”

“There is an incredible amount of governing space that continues to lack the perspective of the students,” the statement read. “In that sense, it is in the interest of the Board to include students’ perspectives to help make well-informed, inclusive decisions that better the whole of the University. Despite all of this, we do applaud the Board for taking an incremental, positive step toward improving the governance of USC.”

Currently, only one undergraduate and one graduate student serve as observers on three of the Board’s 11 committees. As observers, these students are not able to vote in decision-making processes. The recent changes to the Board’s governance do not address calls for the University to include students, faculty or staff on the Board.

“Over the last few years, a top priority for student leadership was building rapport with trustees and that continues to be a priority for us,” the statement read. “Collaboration between students and the Board is key to the future success of the University, and students across USC are eager to engage with them in more meaningful ways.” 

“Moreover, we believe USG and GSG have built a solid foundation of mutual respect that empowers us to be strong partners moving forward,” it continued.

However, Nava said that students, faculty and staff do not serve on the Board due to the legal responsibilities that come with serving on fiduciary committees. However, Nava added that Board members will continue to reach out to the USC community.

Along with shifts in the Board’s overall composition, its committee structure is also undergoing changes. 

Of the previous 11 committees, four committees were consolidated into two based on “overlapping priorities,” Nava said. The Finance and Campus Planning committees were combined, as were the Alumni Affairs and University Development committees. 

“Since the Campus Planning Committee is addressing capital budget and the buildings on campus and ease the Finance Committee to approve the projects, they had a lot of overlap, so those two committees have been combined,” Nava said. “[Alumni Affairs and University Development committees] have been out working directly with the alumni community and the broader community.”

Additionally, with an expanded charter, the Audit and Compliance Committee will now become the Audit, Compliance, Risk and Privacy Committee, and the Nominating and Governance Committee has integrated a Human Resources and Culture Subcommittee.

“This is going to be a transition year for our committees, so what we’re going to do is … we’re going to have each of the chairs from these committees start having joint meetings, and then we’ll name the chairs of the committees,” Nava said. “So this year, they will work on a transition plan.”

Membership to the Executive Committee is also undergoing restructuring. 

The Executive Committee has served as the decision maker on some of USC’s most pressing issues, such as the investigation into former Keck School of Medicine Dean Carmen Puliafito, who abused drugs on the same days he saw patients. The investigation has yet to become public. 

And while members of the Executive Committee were kept confidential for years, in an exclusive interview with the Daily Trojan in March, Caruso revealed the names of its 17 voting members and five nonvoting members. Of the 22 members, 18 are men and four are women. 

With these new changes, Caruso has pledged to restructure the Executive Committee to comprise him, immediate past Board Chair John Mork, President Carol Folt and the eight committee chairs. 

“There certainly will be [more females on the Executive Committee],” Caruso said. “We’re not going to be adding any more Board members soon because we’re reducing the size of the Board, but the makeup of the Executive Committee … is going to be very, very different,” Caruso said. 

According to Caruso, the Board will continue to look for ways to incorporate more representation from students and faculty.

“The work here has not ended,” Caruso said. “It is an ongoing process, so a number of those proposals would include: how we include faculty, how we include deans potentially, how we include students. Is it at a Board level? Is it at a committee level? So the Governance Committee is going to continue to work on that. We wanted to get a large number of reforms put in place as quickly as possible, and that’s what these represented.”

Ariela Gross, chair of Concerned Faculty of USC, said these new changes will definitely be an improvement, saying that reducing the size of the Board will ensure efficiency and allow for a more level spread of voices.

“I think they’re a really important first step in improving governance here,” Gross said. “You know things like the term limits of the smaller board … all of those things are going to make the Board work better and be more able to react if something should happen again that requires their attention.”

However, she said that the Board of Trustees must next focus on including faculty voices and developing its relationship with them.

Other changes announced Tuesday include establishing new role requirements and criteria for future life and honorary trustees, as well as posting all committee memberships to the University website. No concrete timeline has been set.

Tomás Mier contributed to this report.