Strengthening Private Higher Education Boards—Insights From CalTech’s Governance Overhaul:

Changing Higher Ed podcast 272 with host Dr. Drumm McNaughton and guest Cathy Light

Transcript: Changing Higher Ed podcast  272 – with host Dr. Drumm McNaughton and guest Cathy Light

Introduction to Changing Higher Ed^®

Welcome to Changing Higher Ed^®, a podcast dedicated to helping higher education leaders improve their institutions. With your host, Dr. Drumm McNaughton, CEO of The Change Leader, a consultancy that helps higher ed leaders holistically transform their institutions. Learn more at changinghighered.com. And now, here’s your host, Drumm McNaughton.

[00:00:20] Guest Introduction

Drumm McNaughton: Thank you, David.

My guest today is Cathy Light, board secretary for the California Institute of Technology. Over Cathy’s more than 40 years’ experience in higher education, she has held multiple leadership and management roles at places like Carnegie Mellon University and prior to that “Semester at Sea.”

She also served when she was at Carnegie Mellon as a secretary of the corporation and chief of staff to the president. In short, Cathy has incredibly great experience, especially in the board governance roles. Cathy’s been the board secretary at Caltech since 2021, and she’s in a great position to understand private board governance.

She joins me today. We’ll talk just about that, how it’s changed, where it’s going.

Cathy, welcome to the program.

Cathy Light: Great. Wonderful to be here with you today.

[00:01:14] Cathy Light’s Career Journey

Drumm McNaughton: Likewise, I am looking forward to our conversation, but before we get into that, I just want to go a trip down memory lane. We were working on, my firm, working on a major project for university over in Saudi Arabia, and you were one of our folks that we talked to, to get a model. Do you remember that?

Cathy Light: I do. It was a wonderful experience working with you all.

Drumm McNaughton: It was a great experience working with, you’re so knowledgeable in board governance. You’ve been doing this for a while. Before we jump into our topic, which just happens to be board governance, give us a little, your background if you would. I find your background as fascinating.

Cathy Light: Well, it’s not a typical one, that would lead to a path of, being a board secretary. But I think, spending my entire career in higher education has certainly given me a lot of the perspectives and tools needed in order to be able to really understand, not just governance, but how different institutions operate.

My career started in a small nonprofit organization, called the Institute for Shipboard Education, Semester at Sea, which was a study abroad program that took university students around the world for a semester. And for 23 years I had the privilege of enabling thousands of students to have study abroad opportunities around the globe and worked in various capacities within planning field trips and then in administration and operations. And then, also worked with the small board that ran that nonprofit as well. Little did I know that those skills would enable me to understand governance, at least from a nonprofit, small organization level, even though it was affiliated with the University of Pittsburgh.

But then, my career path led me to Carnegie Mellon University, where I worked directly with three presidents there and that enabled me to really get me deep into the R1 research university, which was my goal in going to Carnegie Mellon to learn all about the various aspects of that.

So then, throughout the, my career there, it evolved into me becoming the board secretary and chief of staff to the president then got recruited to come to Caltech as the board secretary here.

Drumm McNaughton: Well, you’ve had an incredible background and Semester at Sea. You probably remember this. I had Scott Marshall, who is the CEO at Semester at Sea on the program about seven, eight months ago.

Cathy Light: I did, and I did listen to that podcast and it was very well done. I don’t know Scott well since I’ve been gone from Semester at Sea, I still follow what’s happening and all, but I haven’t had the pleasure of meeting Scott. But that was a wonderful podcast and a great way to highlight what I still consider to be the very best study abroad program that’s ever existed.

Drumm McNaughton: I don’t know them all, but I’d have to agree everything that I’ve read about it and all the people I’ve spoken to just love it.

Cathy Light: Yes, it’s phenomenal. The comparative, the aspects of it are fantastic.

Drumm McNaughton: Mm-hmm. So, swapping over to higher education beyond Semester at Sea.

[00:04:29] Board Governance Evolution

Drumm McNaughton: Higher ed is in a really crazy spot right now, and board governance, I can’t say that it’s crazier than higher ed, but it’s competing for that first spot. I remember a colleague of mine doing board training when I was the board chair for a professional association, years ago came in and said, “Drumm, you have to remember this one thing. When you’ve seen one board, you’ve seen one board”. Oh my gosh, was she right?

Cathy Light: I couldn’t agree with that statement more myself.

Drumm McNaughton: And so board governance really started to change back in the pandemic. Am I right?

Cathy Light: I think that was a pivotal moment, but I think it’s been an evolution over time. But, again, a pivotal moment, given the fact that, everyone, well first of all didn’t really see it coming, but then also had to retool and figure out how the board was going to govern and understand what was happening within the various institutions from the crisis management standpoint, from the student life standpoint, how to be there for those various aspects and supporting the institutions. Also, when to appropriately be involved and give advice versus, letting the leadership teams do their jobs in figuring all of this out. But then also the disconnect. We weren’t able to have in person board meetings where a lot of people can gel and strategize and come together.

So, folks having to reinvent all of that, I think has been a pivotal time in governance and it’s also worked itself forward now as we try to figure out in-person meetings, hybrid meetings, fully virtual meetings, and the logistical aspects of that are one thing, but managing and coordinating what the topics are and how people interact with each other. Especially hybrid is especially challenging, you have some people in person, some people on Zoom and making sure that everyone gets to, have their time and that interaction I think is something we’re still grappling with.

Drumm McNaughton: I would agree with you on that.

[00:06:43] Challenges in Board Governance

Drumm McNaughton: The different modalities have made things a little more challenging, but also too, you refer to something that I call “N.I.F.O.”, nose in, fingers out. The role of the board member. What does it mean at this point to be a board member? I mean, there’s certain principles that going into being a board member, fiduciary duties, et cetera, but in 2025, what does it mean to be a board member?

Cathy Light: I think that’s something we’re all trying to figure out, frankly, as far as the evolution of, as you mentioned earlier, of where higher ed is and where it’s going, and a board member’s big responsibility is to ensure the future health of the organization in the long term.

And sometimes the leadership and the officers that are actually running the institution, of course have that in mind. We’re all officers and fiduciaries as well. But finding that right balance is really tricky, and I think it’s, especially now, something we’re all especially grappling with, not just the changing times within higher ed, but the changing times within budgetary concerns, governmental concerns, Caltech happens to have an F.F.R.D.C. (Federally Funded Research and Development Center) and what does that look like in the future and how it relates to government.

All these kinds of things, getting appropriate advice from the board back to structuring the agendas to lean on the expertise of why board members are brought to the fore to begin with. And then, also, allowing the leadership and management to gel with them and figure out the future of the institution, not just from a strategic perspective, but also from a tactical one in some instances.

So that’s where board leadership really matters in helping to frame what’s happening with the president and the leadership team, and as we know most board work is done in committees of the board, not the entire board meeting itself, and so, agendas for committees, we are doing an assessment of “do we still have the appropriate committees and the charters for the committees?” All of that stuff should be things that evolve over time and, what’s going on in the world. And so when people say, oh, so when do you do a governance review? My argument is, it’s an ongoing kind of thing.

Does that mean every month or every three months are we revamping everything? No, that’s not what it means. It means are we just always conscious of when we are having meetings? Are we asking the trustees for the right information? Are we formulating the agendas in the appropriate way? Are we sharing the information in the way that’s helpful? And if we’re putting pre-reads out, we’re expecting people to read them and come prepared to talk about issues, versus, I call it death by PowerPoint at meetings. So, the board members are there to provide the advice and counsel and help the decision making not drive it necessarily.

[00:09:40] Committee Structures and Roles

Drumm McNaughton: Well, that is a great point, and one of the things that I have noticed is that the role, there’s different ways that boards play things out. At Caltech you do a lot of your work in committees. At other institutions, they don’t have as many committees or they don’t have committees period. So to me, that’s not a good use of board members’ time.

Additionally, setting the agenda, you brought that up, that’s critical between the board chair, the board officers and the president. Most boards have an executive committee that would come together, but frequently that doesn’t happen either.

Cathy Light: Correct. And when we did our governance review a couple years ago at Caltech, we really did deliberately make efforts to ensure that the executive committee was empowered to do that. And the executive committee on, at least the Caltech board is all the committee chairs and the board chair and the vice chair, and that was deliberate. So then those committee chairs could help drive the committee agendas as well, and also be the decision makers in absence of a board meeting. Not to keep the board out of things, but it’s really hard to get 40, 50, 60 members of a board together when you have to quickly make decisions.

So, it was a deliberate effort to ensure that we had the appropriate people on executive committee, and as things sometimes have to happen quickly, we could call the executive committee together and they can act on behalf of the board, but that is not an absence of then reporting to the board what actions they’ve taken and making sure that everybody’s in the loop.

And that’s where I see my particular role as board secretaries being critically important. I can, and I am often the conduit for that information between the board leadership and maybe people that couldn’t attend the meeting or officers, as we’re putting things together and making sure that we have the right information for the appropriate decisions to be made.

Drumm McNaughton: Yes. You bring up a point is having your executive committee made up of your committee chairs. This is something that we talk about when we work with boards very frequently because your committee chairs ought to know what’s going on. If they’re communicating properly with their counterparts within the institution, they ought to understand what’s going on in the institution, as well as have that forward looking to where the institution needs to go. So there is that back and forth, and when something comes into the board that requires a quick decision between board meetings, then the executive committee can act on it with full confidence that they understand the issues and can make the appropriate decision. And I think that’s kind of what you guys do at Caltech. Am I right?

Cathy Light: That’s correct. Yes. And then also they help formulate the agendas for the upcoming board meetings along with leadership of course. Because if they’re talking about a particular topic and a lot of times it’s not just one discussion, it’s ongoing as things evolve. So then that way they can carry that forward to the board agendas or they could carry it forward to the committee agendas, and that really has worked out quite well for us.

[00:13:07] Governance Review Process

Drumm McNaughton: You have a very large board and that’s not uncommon with private institutions, that sometimes they have a board of between 40 and 60 people. That can be, pardon my expression, that can be like trying to herd cats.

Cathy Light: It can. It absolutely can. That’s why we’re very deliberate about committee assignments and having frank conversations. And, we have an assessment tool that we use when trustees terms come up on the Caltech board. Trustees on our board serve for five year terms and as a five year term is about to conclude we go through an assessment with each board member to ask them about their experience on the board. We send them ahead of time, what their participation has been over the last five years, what they’re giving has been for the last five years. And it’s more than just board meetings, it’s if they’ve done other things outside of specific board activities, which we also entrust them to do and hope that they will do as board members. But then, a big part of the conversation is what they want to do for the next five years. And oftentimes that is an “aha moment” for folks to say, “okay, I’ve served and I’ve done a really great job and I’ve supported the institution, this may or may not be working out. Not because they don’t love the institution but because they might be at a different point in their lives. The one thing I often say is, this isn’t a life sentence. It’s something that, you should be getting something out of and the institution needs to be benefiting as well”.

So oftentimes that leads to, “okay, maybe I’ll retire from the board with honor or we do have life membership on the Caltech board for extraordinary service. All that feedback goes to our governance and nominating committee, and it’s that committee that makes the recommendations about whether people will be extended for another term or not. And that is one way that we found through our governance review process recommendation that has served us well and we will continue to do. When I arrived at Caltech back in 2021, our board was almost 80 members.

Drumm McNaughton: Wow.

Cathy Light: So, it was unwieldy, to be able to really be able to focus on things. So that was the reason for the governance review, and that’s what led to this part of the process, which we’re very proud of and several trustees, even ones that have said, “look, I want to retire from the board”, have really appreciated it because they wanted to step down, but they didn’t have a gracious way to do it.

Drumm McNaughton: And that is so important to give folks that off ramp in a very gracious way.

[00:15:49] Board Member Assessments

Drumm McNaughton: One of the things that I really like is having a nominations and governance committee. You’ve had one for a number of years. I’m amazed at how many institutions don’t have a nom/gov committee, to be able to come in and it’s not uncommon for institutions to do full board assessments. I mean, we do those with institutions, but to do the individual assessments is that next step in a board’s evolution.

Cathy Light: Correct. And let me be clear, we had a nominating committee, as part of the Caltech board before our governance review, part of the governance review led to the recommendation to have a governance and nominations committee. And, so that was also part of the whole evolution with the governance review and the recommendations that came out of it.

Drumm McNaughton: Let’s swap around a little bit to talk about roles of the board versus roles of administration. It can be a little interesting at times, can’t it.

Cathy Light: Yes, it can. And to me, again, I see that as a fundamental role of the board chair, the president and the secretary in particular, to be on the same page and help to manage that and triage that in appropriate ways because you want the board to be able to take responsibility for their fiduciary responsibilities, but you also don’t want the leadership team to have managing the board and the board meetings be their full-time job, either. So, being in sync about what the priorities are and what direction you’re headed is essentially important. But that requires a lot of management and, it’s really important. . We get together as a leadership team and talk about what the issues are, and then I individually meet with all the administrative leads for the committees, and they work directly with the committee chairs. But it’s all orchestrated, it’s all deliberate, and it’s very time consuming, but time well spent.

Drumm McNaughton: Yes. , You brought up an interesting point about full-time working for the board administration. We worked with one client who had board meetings almost every month, they had 10 board meetings a year , and we would have complaints from the president, from his staff, from all the, cabinet members.

I’d spend three or four days every month preparing for the board meeting, just putting everything together. I wish we only had board meetings once a quarter. To me, what I recommended to them was, if you have good functioning committees, you don’t need a board meeting 10 times a year. Does that make sense?

Cathy Light: Oh, totally. . We had a bit of that, it wasn’t quite to that extreme before our governance review, but that gets back to your earlier point about the board maybe trying to manage the institution a little too much. Right? And like to me there’s an issue there of like, is there confidence in what’s being done? Right. And that’s when you have to sit down and have some conversations with folks about their understanding. And to me, oftentimes when people are over asking for information, it’s because they don’t understand or they don’t have a clear idea or, maybe they wanted to be a senior leader in some capacity at some point and have maybe a little time on their hands.

Drumm McNaughton: Yes, And sometimes they just don’t understand the differentiation of the roles that “nose in fingers out”. And that’s a board orientation issue, and it’s an issue with the board chairs and the committee chairs working with individual members, so everybody understands what’s the role of administration, what’s the role of the board vis-a-vis administration, et cetera.

Cathy Light: That’s very true. Another thing that we’ve done to help clear up some of that is orientation for new board members and reorientation for current board members.

Drumm McNaughton: Ooh, I like that.

Cathy Light: And it’s only a half a day, very deliberate, and each of the key officers we ask to put together a brief presentation, to hopefully get folks to understand where things are and where they’re headed. And that gives a good opportunity. And we also video them, by the way, because not everybody’s able to participate and we put them on our board portal. So, it just really helps recalibrate things because back to things continually evolve and change as well. So, the reorientation piece I think is really important for folks.

Drumm McNaughton: I like that. I’ve heard of some institutions doing that as a voluntary thing, but yours is the first that I’ve heard that says, Hey, this is mandatory. The only exception to that is if you have an annual board retreat and you’ve got folks that come in and do orientation, they come in and do the various things that you would do at a retreat? Do you guys have a retreat?

Cathy Light: We do. Every October we have an offsite retreat and, it is big picture issues. This is the first year, actually, that we decided not to do orientation in conjunction with the retreat since we’ve been doing it. Very deliberately, because our retreats are offsite typically, and part of the orientation, reorientation is being on campus.

And, for new trustees, that haven’t been affiliated in all cases to Caltech, to have them experience campus, but that’s a rare thing that they haven’t had any connection. But even a reorientation, we have new buildings, we have labs that are being updated. Board members love to see the faculty research and work that’s being done, and faculty members love showing their work as well. So that’s, an element that we’re going to be incorporating, going forward at our January meetings because they’re on campus and everybody comes and we’ll have the opportunity to do all of that. And save the retreat really for strategic topics about the future of the institution and, as appropriate, to help drive some of the strategic planning and thinking of the institution.

Drumm McNaughton: That makes really good sense. I like that. I’m going to, I’m going to borrow that one from you if y’all don’t mind.

Cathy Light: Absolutely.

Drumm McNaughton: So one of the things that always puzzles me is the communications between the chair and the president. I shouldn’t say puzzle, that’s probably not a good word to use. That’s got to be a special relationship. When you get a new chair, hopefully you’re not changing presidents every three years like you are board chairs, but sometimes it happens. In the role of the secretary, what do you do to help facilitate that relationship?

Cathy Light: Oh, that’s an excellent question. Well, first of all, our board chair and president meet every couple of weeks. They have a couple hour meeting every couple of weeks. And the agenda is a wide range of topics from short term to medium term to long term. I also meet with the president at least once every two weeks and talk about the various topics that are on the plate and also for planning. And then I speak to the board chair every couple, few days in a lot of cases. Lately it’s been a lot because of all the things that are happening within higher ed and we deal with budget things and all, but I really consider the board secretary that, it’s like a triad and the person that helps to make sure that both of them are communicating with each other and, as topics come up to kind of preview some things. And to be sure that when the board chair and the president have a conversation that it could be productive and they could just, kind of, get to the heart of the matter. They’re both so busy, but, I am living and breathing this every day, all day, with all the constituents so I can provide feedback to them that they might not otherwise have, so then they could communicate with each other.

Drumm McNaughton: Thank you that really explains the role of how a board secretary should work. I’ve seen many, many good secretaries, such as yourself, I’ve also seen those who really shouldn’t be in that role, but regardless, they are. It’s a critical role, especially with the way things are changing in higher ed board governance.

Where is governance going at this point? Does anybody really know?

Cathy Light: Well, I think if we could answer that question, we’d have a lot more podcasts to do for a lot of different people and a lot of different reasons.

Drumm McNaughton: Sure.

Cathy Light: But, I think recognizing, well first of all, the role of the board secretary and the board office in general, as part of the solution to this is, I think, a critical piece, as you alluded to earlier. Being a strategic partner in all of this, running the meetings is a lot of work and, there’s a lot that goes into it, but it’s, as we’re talking about, so much more than that. It’s about threading the needles and making sure that things do remain strategic. And, even beyond that, making sure that we’re recruiting the right board members and vetting them appropriately, which, is also a big job.

But when you talk about governance of the future, I think that’s all part of it, is helping both current and future board members understand that it’s not just showing up at meetings, it’s not just having an affinity for the institution. Those are all critical parts of it. Being generous, donors, very important, we all need them, but having educated board members that understand what higher education has been and is evolving to be and wanting to be a part of that. And also as we see the different things that have happened around the country, realize that getting things right is critically important. The board’s biggest job is hiring a president, and taking accountability and responsibility for that. Unfortunately, it doesn’t always work out. We hope that it does, we do our best efforts to have that happen, but know that they’re going to be the accountable ones if it goes awry. But being educated about all of that, on top of, a lot of them are full-time professionals, or even if they’re retired, realizing that it’s not just coming to meetings and kind of rubber stamping things, but having an awareness of what’s going on and having the desire to have the awareness in the appropriate way and wanting to work with leadership, to be on the same page and make sure that everyone’s moving in the same direction, but that involves knowing what’s going on within the various aspects. For instance if you’re on the finance committee, you’re going to spend time learning about the budget, obviously, appropriately learning about it and not driving it necessarily. Same could be said for student affairs or tech transfer or any of those things but again, the appropriate level of education without getting too far into the weeds.

Drumm McNaughton: Nose in, fingers out. I love it.

Cathy Light: Yes.

Drumm McNaughton: So let’s swap horses just a little bit.

[00:27:33] Shared Governance Models

Drumm McNaughton: The role of shared governance. I’m seeing more and more boards having one faculty member on the board, having a student on the board, and the president of the faculty Senate or the president of the student Senate. Do you do that at Caltech, and if so, why? If not, why not?

Cathy Light: We do have, I would say, a strong shared governance model at Caltech, but not in the way that you’re speaking of necessarily. Of course there is a faculty board that has a lot of influence on what happens at the institution. There is, of course, the student run organizations, they also have very strong influence at Caltech. And then we also have an alumni board, which is a separate board in and of themselves at Caltech. As far as membership on the Caltech board, none of them are board members, officially per se. We do have, from the student affairs aspect, two undergraduate students and two graduate students that serve on our student experience committee, not as voting members, but as advisory to our student experience committee. And then our bylaws allow for up to five young alumni trustees on our board. We currently have two and they’re allowed to serve one five year term. So that’s a way to get the alumni voice, and their full voting trustees during their five year term from that aspect.

But as far as any faculty members on the board, that is not in Caltech’s structure currently. That does not mean that the board makes decisions in a vacuum. For instance, all of the leadership at Caltech is invited to the faculty board meetings and oftentimes those issues filter in through the committees. So that is one way that kind of governance is shared for sure. But as far as officially on our board, no.

Drumm McNaughton: Thank you. In your case, that makes a lot of sense. I’ve seen both. I’ve seen arguments for, I’ve seen arguments against, it’s all evolving. Let’s put it that way.

Cathy Light: And that’s not to say in the future that it won’t change at Caltech. It may or may not. I think as governance evolves here, we will continue to look and see what makes sense for our board at whatever particular time we are in history.

[00:30:00] Future of Governance

Drumm McNaughton: One last question before we wrap up. You just did a full governance review and we’ve worked with many institutions doing that. What were the key things that you did during your governance review?

Cathy Light: We interviewed every board member to get their perspectives, the consultants that I worked with on it. We interviewed every officer, we interviewed every division chair to get their input about: was the board too big? What’s the right size? Do we have the right committees? Do we have the right amount of interaction? All of that. And that was very, very helpful to get all of the different perspectives. And I don’t think anybody really realized until we did that, how much people’s thinking really aligned. Because change is hard, whether it’s this or anything, but when you’re able to, just sit down with a very small group of people and have a very frank conversation, and when you see things align, it’s a lot easier to implement change then. And people said the board’s too big and, maybe we have too many meetings. All the things that we ended up doing, we had the consensus and that really gave us the platform to be able to make change very quickly.

And the other thing is, it’s not a one and done. People keep saying, “well, is the governance review done now?” And my answer is, “it will never be done”. I don’t mean, I don’t say that in a way that’s like, oh my, it’s this onerous thing. To me it should be an evolution of things because you can’t just change everything overnight, that’s just not practical. So we do have a very deliberate plan, which we’ll tweak to have things evolve over a period of time.

Drumm McNaughton: It is called continuous improvement, holistic thinking.

Cathy Light: There you go.

Drumm McNaughton: So Cathy, thank you so much. This has been a wonderful conversation. I really appreciate your willingness to share your expertise with our listeners.

Cathy Light: Well, thank you for inviting me. It’s been a pleasure.

Drumm McNaughton: Thank you.

[00:32:10] Conclusion and Final Thoughts

Drumm McNaughton: Three takeaways for higher ed presidents and boards. What do they need to be thinking about when it comes to governance in 2025?

Cathy Light: The future and how the two are going to work together in order to be able to continue to be strategic and preserve our great universities.

Drumm McNaughton: Great. Thank you. Any other words of wisdom on that?

Cathy Light: Don’t be afraid to keep looking at ourselves and continuing to evolve in order to look toward the future.

Drumm McNaughton: Great. Thank you. What’s next for you?

Cathy Light: What’s next for me? To continue to be able to hopefully use my expertise and also, not only use my expertise, but continue to learn as things evolve. I never want to be the person that is stuck back in how things used to be. There’s a whole new generation of folks coming up that will be doing these things and learning from them and helping to enable them to be able to, work in these wonderful higher ed careers that I’ve been so blessed to be a part of.

Drumm McNaughton: Yes. It really is a special industry, a special way of doing things. I thank the Lord every day for putting me in this place, even though I don’t have nearly as much hair as I used to. Cathy, thank you so much again for being on this show. I look forward to the next time our paths cross.

Cathy Light: As do I, and the best wishes.

Drumm McNaughton: Thank you.

Thanks for listening today and a special thank you to my guest, Cathy Light. Cathy, it’s always a pleasure to have you on the show. I look forward to the next time our paths cross. To my listeners, thanks again for tuning in. See you next week.