By SUSAN JONES
The Board of Trustees is preparing to make some changes, both to its leadership and its bylaws.
The Trustees voted on Feb. 8 to name John Verbanac as chairman-elect. When he assumes his duties on July 1, Verbanac will be the fourth new chair, plus one interim chair, in four years.
Verbanac is a 1991 graduate of Pitt’s College of General Studies and has been a trustee since 2007. Since 2003, he has served as president and CEO of Summa Development, a commercial real estate development and private equity platform. Before Summa, he was a senior executive at several marketing, business development and publishing firms. Verbanec began his career as a deputy to U.S. Senator H. John Heinz III and then as a senior advisor to then U.S. Rep. Rick Santorum.
He will succeed Louis Cestello, PNC Bank regional president, who took over as interim chair in August 2023 after the abrupt resignation of Doug Browning and was elected chair in September. Browning served from June 2022 until August of last year. From October 2021 until June 2022, Mary Ellen Callahan served as interim chair after the death of Tom Richards, who began his tenure in July 2020.
Late last month, Cestello said in a statement that, "As a part of ongoing good governance, the Board of Trustees has been in the process of reviewing its policies, procedures and practices.”
The Governance and Nominating committee at this week’s meeting presented a list of proposed changes to those policies and processes, after conducting a full independent review. The full board agreed to allow the committee to “oversee the drafting of proposed revisions to the bylaws for submission to the board for review and ultimate approval.”
One of the major changes would be adding and eliminating some committees and expanding the role of others. For instances, approval of salaries for Pitt’s top leadership has fallen under the Compensation committee followed by the Executive committee. Under the proposals, the Compensation committee would be eliminated and the authority of the Executive committee would be revised to include setting the chancellor’s compensation, as well as that of the officers of the board (except assistant treasurer and associate and assistant secretaries).
The authority of the Executive committee also would be revised so that it could only act with the power of the full board when the board is not in session, there is a pressing need, and a quorum of the board cannot be assembled for a special meeting.
The number of committees would drop from 14 to eight and include:
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Mission and Academic Experience
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Research, Innovation and Partnerships
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Finance and Budget
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Property and Facilities
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Investment
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Audit, Risk and Compliance
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Diversity, Equity, Inclusion and Belonging
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Governance, Nominating and Trusteeship
While the reorganize would merge some committees — Audit, Risk and Compliance are now in two separate committees — a couple of the previous groups aren’t readily apparent in the new structure, such as Athletics and Student Affairs. The Student Affair committee has been involved in setting student fees for the past several years, and members of the Athletic committee have served on the search committees for PItt's athletic directors.
The other proposed changes include:
Limiting authority of the Executive committee, which could only act with the authority of the full board when the board is not in session, there is a pressing need, and a quorum of the board cannot be assembled for a special meeting.
Eliminating the non-voting trustee category of Special Trustee and the voting category of Alumni Trustee. The board directed the committee to provide a plan for a phased transition of the current Special Trustees, including chair of the UPMC Board, to the status of Term Trustee. Currently, the University’s bylaws say there will be 36 voting members of the board — 12 Commonwealth Trustees (appointed equally by the governor and leadership of the House and Senate), 17 Term Trustees and seven Alumni Trustees, along with the chancellor.
Developing a new set criteria for selecting Emeritus Trustees, along with ways to optimize their experience and skill set in both committee and full board meetings.
Setting new term limits for Term Trustees. The proposal would allow Term Trustees two consecutive full four-year terms, with eligibility for one additional four-year term, after a lapse of two years.
Requiring a vice chair. Under this proposal, the vice chair would be a required officer of the board, and there would be no more than two vice chairs. Cestello and Callahan were both vice chairs under Richards. Cestello stayed in that position when Browning became chair, but there has been no vice chair since Cestello took the chair position. Under the University’s bylaws, the vice chair with the most seniority on the board exercises the duties and responsibilities of the chair when the chair can no longer fulfill that role.
The next Board of Trustees meeting, the second of five this year, is April 4. The review of policies and procedures led to a decision to increase the frequency of meetings “to afford ample time to discuss issues facing the University,” Cestello said.
Susan Jones is editor of the University Times. Reach her at suejones@pitt.edu or 724-244-4042.
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