Penn State trustees pass almost 85% of measures without a single dissenting vote

When Penn State University’s administration brings a proposal to its board of trustees, the measure is all but assured to pass.

A Spotlight PA analysis of public full board meetings since 2019 found that nearly 85% of the proposals that Penn State’s 36-member board considers pass without a single dissenting vote.

The other 15% of proposals tended to face limited opposition, even for major decisions like tuition increases and the university’s annual budgets that led to a $150 million deficit in 2022.

Measures are also often approved with little, if any, public discussion.

The board’s size prevents even alumni-elected trustees, the voting bloc most likely to dissent, from having the power to kill a given proposal. And recent revisions to how trustees get a board seat could shift the composition of this group of typically outspoken trustees.

Two trustees from that group face possible removal from the board — Barry Fenchak and Anthony Lubrano, who both have lawsuits pending against the university.

“You don’t want a homogeneous, ‘yes board,’” said Terry Mutchler, a lawyer with Obermayer Rebmann Maxwell & Hippel who represents Fenchak. “You want a situation where people have enough information to make common sense, reasonable, and visionary decisions. What I think is happening here, and I think the statistics would bear this out, is groupthink.”

A university’s governing body should support an administration, but it cannot be a rubber stamp, said Framroze Virjee, president of the Association of Governing Boards of Universities and Colleges. Boards must ask substantive questions about proposals, he said.

“This creates a sense of not only on the board, but of the stakeholders, that seriousness is being given to the question at hand,” Virjee told Spotlight PA.

The newsroom shared its findings for this story with Penn State’s Office of Strategic Communications and requested an interview with board leadership. The university did not respond.

Counting the votes

For this analysis, Spotlight PA reviewed recordings and meeting minutes of the Board of Trustees’ public meetings between 2019 and 2024. For each item that required a board vote during this time, the newsroom logged the number of opposing votes and who cast them. The analysis did not track abstentions, which were occasional. Consent agenda items were counted as individual votes, because the board periodically considered some of the items separately.

During the years Spotlight PA reviewed, Penn State’s trustees considered 328 proposals. Of those, 277, or about 85%, did not receive a single dissenting vote. Just 21, or about 6%, received at least two “no” votes. Nearly all board actions require a majority vote to pass, according to the group’s bylaws.

The board only voted down four proposals, three of which were motions Fenchak made in the middle of a meeting. The other proposal, in July, was an option for how trustees should be elected to the board.

Apart from these votes, most trustees who served on the university’s board over the past half decade did not record a single vote in dissent.

Who votes ‘no’

In July, seven of the eight alumni-elected trustees present for the meeting voted against changes to the board’s bylaws that would allow a committee to determine which alumni could be on the ballot for board elections.

Despite the near-unanimous view from the alumni-elected trustees, the change passed by a large margin due, in part, to the size of Penn State’s board.

The nine trustees that alumni elect to the board were most often the ones voting against proposals, Spotlight PA’s analysis found. Some of these trustees have consistently voted against tuition increases, and they are among the most outspoken.

However, among these semi-consistent “no” voters, Fenchak is an outlier. Across the board’s six full meetings in 2023 — the year after Fenchak was elected to the board — 15 items received at least one dissenting vote. Fenchak was involved in all of them. And for 10 of the items, he was the lone “no” vote.

Fenchak faces possible removal from the board over an interaction with a university employee that the board said violated its code of conduct. Weeks before those allegations surfaced, Fenchak sued the university’s board for allegedly withholding information about how Penn State manages its $4.6 billion endowment. The case is ongoing in Centre County.

Lubrano could also lose his board seat after suggesting Penn State name its football field after former coach Joe Paterno in February, and for public statements in the weeks that followed, according to court records of an ongoing case in Lackawanna County.

Lubrano, who alumni reelected to the board in 2020, has also regularly voted against board proposals, including tuition increases and granting emeritus status to former trustees.

Daniel Brier, an attorney with Myers, Brier & Kelly who represents Lubrano, told Spotlight PA that Lubrano’s fiduciary duties as a trustee require vigorous discussion.

“It strains credulity to suggest that it is a coincidence that the two board members who are most often dissenting are being sanctioned for separate reasons, unrelated to their disagreement with the board’s practices,” Brier said.

If Fenchak and Lubrano had not been on the board in the past five years — to either vote or suggest proposals for other trustees to consider — the total number of items that received at least one dissenting vote would drop from 51 to 17.

Mutchler, Fenchak’s lawyer, told Spotlight PA the data should spur some soul-searching among the trustees. Her client’s case, as well as other instances of questionable board transparency, she said, suggest board leaders might be driving the agenda and that some trustees are not provided with full information before their votes.

The university has not offered comments on either Fenchak’s or Lubrano’s cases because the litigation is pending.

Spotlight PA previously analyzed the board’s public deliberations before votes, finding that Penn State’s governing body rarely discusses motions in public before voting on them. Between 2019 and 2024, the university’s board spent around 7.6% of its meeting time deliberating university business before a vote, the newsroom found. When deliberation occurs, it is often about athletics or internal board operations.