Filling In Missing Pieces of UVA Board Governance

by James A. Bacon

I’ve been writing about governance issues at the University of Virginia for years and I’m still figuring out how the place works. Last week in an article, “UVA’s Board: Stacking the Deck for Another Year,” I gave an incomplete explanation of the process by which board members were appointed to the executive committee, which has power to act when the full board is not in session. Furthermore, I underestimated to degree to which the two women on the seven-person committee — Rachel Sheridan and Amanda Pillion — might be agents for change.

By way of preface for the benefit of the Wahoo-governance junkies among you, I should explain that executive committee members are not chosen by an arbitrary process. Most are selected from among the chairpersons of the board’s standing committees — a point I did not make clear to readers because I was unaware that it was the case.

Thus, the executive committee is constituted as follows:

Rachel Sheridan

Rector — Robert Hardie (elected by the full board), Northam appointee;

Vice Rector and Academic and Student Life Committee chair — Carlos Brown (elected by the full board), Northam appointee;

Audit and Compliance Committee chair — Rachel Sheridan, Youngkin appointee;

Health Systems Board chair — Paul Manning, Youngkin appointee;

Buildings and Grounds Committee chair — John L. Nau III, Youngkin appointee;

Amanda Pillion

Finance Committee chair — Robert M. Blue, Northam appointee;

College at Wise Committee chair — Amanda L. Pillion, Youngkin appointee.

The only committee chair not on the executive committee is former congressman L.F. Payne, a Northam appointee, who chairs the Advancement Committee.

In “Stacking the Deck,” I observed that three of the seven committee members are Northam holdovers, two (Manning and Nau) are generous donors who have a vested interest in working with the Ryan administration to advance their philanthropic goals, and two are women who have never challenged the Ryan administration in open board sessions.

I have been informed in no uncertain terms that I underestimated both women.

Sheridan is not just a Northern Virginia attorney versed in capital market transactions and corporate governance, as I described her, but a partner in her law firm, Kirkland & Ellis, and recognized as one of the country’s leading capital markets lawyers. She basically runs the firm’s capital markets team. Her professional experience makes her the logical person to run UVA’s Audit & Compliance Committee, which keeps the University on the financial straight-and-narrow. Audits have uncovered significant issues at the UVA Health System and the McIntire School of Commerce. Discussions of those issues and possibly others, which are entangled with legal and personnel issues, by necessity take place in closed session, so Sheridan’s contributions to board deliberations have been invisible to the public. I based my assessment of her on what I could view in open session. Apparently, I missed a lot.

I likewise misjudged Pillion, whom I described as a Youngkin appointee, wife of state Senator Todd Pillion, and a quiet member of the board whose few remarks tended to focus on affordability and access for students in Southwest Virginia. By noting her connection to her senatorial spouse, I apparently created the impression among some readers that she was not appointed on her own merits. That was not my intention, but it would have been more apropos to describe her for her own accomplishments: she is mayor of Abingdon, a beautiful historic town in Washington County. In appointing her to the UVA board, Governor Glenn Youngkin asked her to represent the interests of Southwest Virginia. As chair of the committee focused on the college at Wise as well as in full board meetings, she has done that.

Youngkin’s approach to achieving change at UVA has been to avoid creating polarizing controversies that play out in the media. His appointees to the Board of Visitors do not talk to reporters, even on background, and for the most part that has included me. What happens in closed session stays in closed session, and board members do not leak. My reporting is based upon what I see and hear in open session. I cannot report what I cannot observe. But what transpires in open sessions doesn’t always tell the whole story.


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