Navigating a Merger as a College Trustee

Here we go again, Jeff, talking about mergers and acquisitions.

Okay, I get it, Michael, that maybe our listeners think we're doing too much on this M and A stuff. But interest in the topic is is clearly picking up and today we're going to turn the lens to the other side of the desk. A few weeks ago we heard from a president from Gannon University who refused to sit and wait for something to happen to his institution, so he went looking for a merger. Now we're going to go and look at M and A from the other side, the trustees who ultimately have fiduciary responsibility for the institution. What are the questions they should be asking on this episode of Future you?

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I'm Jeff Salingo.

And I'm Michael Horn. Jeff, we joke about the number of episodes that we've done on M and A, but one perspective that we really haven't explored that much is that of the trustees. And as we've noted many times, it's the trustees who are ultimately responsible for what happens to an institution. In the corporate world, of course, board members are responsible to the shareholders, whereas in higher education, trustees are responsible for the mission.

Yeah, Michael, you've said that before, and that line has always kind of confused me. So on the back half of this episode, I kind of really want to explore the role of trustees a little bit more. Like, what does it mean, given there's not a financial metric around mission? And by the way, I bet most trustees really don't even know what their mission really is. We say without margin, meaning without money, there is no mission. So is it that once a school runs out of money and thus can't fulfill its mission, then it's time to pursue a merger? I think these are key questions to ask in the second half of this episode. And as we've heard countless times when discussing M and A on the show, the issue with trustees seem to be that they wait too long to figure out it's too late, in other words. So how might one corral aboard and get them on the same page to agree that maybe it is time to wind down your mission and at that point pursue A merger. I know. It's a question that I plan to ask our guest today as well.

Well, I'm looking forward to it because I do think it's really, it's really tricky, Jeff. Like as a trustee you might not always be peering around corners or know how to ask the for the right information or frankly know when to make a move because when things are still okay, but there are challenges. You might think, hey, if we're looking for a partner right now, that could be a sign of weakness, that will be self fulfilling in some way or that you'll be giving up on behalf of all the alums who've come before and the current faculty and staff of the school or the mission or something like that. But you know, flip side, right. If you wait till it really is too late, then it's awfully hard to find any willing partner at all. All to say, it's not easy, I think, to walk this tightrope.

No, I think it's a great point, Michael, about being that trustee on the other side. And that's why I wanted to invite a trustee that I met at a convening around mergers and acquisitions in higher ed last year. And our guest today is Abby Fiorella who is a member of the board at Marymount Manhattan College. Now a little bit more about college for our listeners who may or may not be familiar with it. It's less than a century old. It was founded in 1936 as a women's college and later became a full fledged co ed four year institution on the Upper east side of Manhattan. Last year the boards of Marymount Manhattan College and Northeastern University entered into an agreement to have Marymount Manhattan folded in to Northeastern's global University system pending some regulatory approvals. They're almost near the end of that stage right now and when it's completed, it's going to be it's going to create something called Northeastern New York City.

So Jeff, as you mentioned, we're really excited to have Abby with us Today from Marymount Manhattan's board. She was first elected to the board in 2015. She's a 1983 graduate of the institution and had a 20 year career with MasterCard, retiring as its Chief technology Technology Risk Officer. Abby, welcome to Future youe.

Thank you for having me. It's great to see you as well.

Yeah, you bet. So Jeff was talking about in the intro and when he heard you speak last spring at a small meeting that the consulting firm Alvarez and Marcel had hosted on M and A in Higher ed and you talked There about the importance of preparing a board for thinking about a merger. Can you say more about that? Like, when did you start thinking this and particularly how you thought about the composition of the board going into what is such a monumental decision for an institution?

Yeah, I think there's preparing the college and preparing the board, and I think in our favor, we had a president that came to us early to talk about just both opportunities and challenges. And those challenges were declining enrollments over a period of years, rising costs that the COVID epidemic obviously accelerated. But we were not in dire straits. We were not at a point of no return, but we had tough choices to make. And so the first thing that we did was sort of look around the boardroom. And not surprisingly, higher ed has typically large boards, upwards of two dozen oftentimes. And historically has mostly been alumni trustees. These are volunteer positions, typically alumni and very philanthropic. So we said to ourselves, look, that's all well and good, and they obviously have the college's best interests at heart, but do we have the right folks around the table and in the room, or do we have blind spots? Because we're going to have to do sort of a search far and wide for options, and we're going to have to make decisions that are, in the long term, best interests of. Of our community. And so we had sort of the loyal and the faithful, but we knew what we didn't have. Look, I had also, while been an alum, been in corporate America, been in business, done compliance, done risk, done audit. We needed to strengthen the board in relation to finance in terms of regulatory, because we don't operate sort of on an island. We operate in a broader context. So we made and we did outreach. We brought in people from not for profit who were familiar with that world and those that had done partnerships and been engaged in M and A. So we had a terrific mix. And we did that before we were on a path in particular. So I'll say we started with board composition and said, do we have the right folks around the table in the room? Do we have blind spots? We worked on board composition and then we worked on the committee structure. And the first thing that we did was we put together a strategic opportunities committee to say we need to make a dedicated effort to look at our future. And it can't be off to the side, and it can't be something that we talk about as a full board only at board meetings every quarter. That wasn't going to do. So I would say those were the two big things that. That we did off the bat. The third thing was to say, look before I think oftentimes people get it in their head, I'm going to look for a partner, I'm going to merge. As I said, we didn't have an outcome in mind, but we said before, we travel down a path and look at our options and look at opportunities, what matters to us? So the first order of business for the Strategic Opportunities Committee was to put together priority attributes. What are the must haves about who we are as an institution and the community that we serve? What are the nice to haves and what's the okay if we don't have? And I will say that became our North Star for looking at our future.

Two quick follow ups on that because I think that's really interesting on a couple fronts. I think a lot of times boards feel like our composition is sort of set. We have to sort of follow the calendar that we have. Just give us a sense of the timeline in which you added these new board members and how, you know, how rapidly you were able to move to make that composition shift, if you will, and what was involved in it. And the second question is just when you say those must haves, the priorities, what really were those priorities for you all?

Yeah. So in terms of the board shift, as you know, in higher ed and probably anywhere, nothing happens overnight.

Nope.

So you have to be really thoughtful. You have to be very deliberate. You have to be very intentional. I will say we did that over a couple of years and we did it again while we were noticing changes both in our sort of mission as well as in the broader educational landscape. So we did that sort of very proactively. So I'll say probably over the course of a year and a half to two years, was the board composition, the Strategic Opportunities Committee met, aligned on attributes and the like. Before we settled on a path and we gave ourselves several paths, we said, could we. What would it take for us to continue as sort of an independent, you know, self sustaining institution? What did a partnership look like? What did a collaborative sort of venture look like? And what ultimately would a merger look like? And we brought in outside consultants as well, because I think if you talk to yourself, we not only would have had blind spots on the board had we not made those changes, but I think also you're. You're close to it and you're living it daily, if not quarterly. I think an outside in perspective is. Is important as well to challenge your thinking and make sure that you haven't missed anything.

What ultimately led the board to think hey, this is the time a merger is the way forward.

So two things I actually want to. I realized I didn't answer your other question in terms of the priority attributes. So I do want to talk about that. I think first and foremost for us was that it be student centered. Student centered education. We started with our students, we end with our students. It's all about our students making sure the mission aligned. And I think we found that in our partner. But it was really educating a diverse student body, fostering intellectual achievement and personal growth, and then very much about experiential and lifelong learning. Those were important to us. We also wanted to make sure that our signature programs in the performing arts and prison education were preserved. We wanted to make sure that there was a lifeline for our faculty that brought a richness and a very sort of individualized philosophy to teaching. And so those things were very important to us. Things that we lost along the way, like a name, again, are emotionally charged. But in the end, we wanted to sort of be in service of our students and our educational mission, which meant more than just a name.

So super interesting because you brought up something that's been intriguing to me, which is that Marymount Manhattan is quite different from Northeastern as a performing arts. Right. Focus college. And since culture fit and the student centeredness. Right. Is such an important issue with college mergers. Are you worried at all about Marymount Manhattan losing its identity as it merges with this larger and pretty different institution, or what are you doing proactively to keep that at the center of, you know, what is to be?

Yeah, so I think there's a couple of things. So first off, we cast a very wide net when we were looking at partners, and what we didn't want to do was sell for parts, and we didn't want to be at a place where we didn't have leverage. And I think getting into the conversation early when we were not in a state of insolvency or crisis helped us to decide our own fate. We had choices to make. So we. We cast a wide net. And Northeastern emerged for. For a couple of reasons. I talked about sort of that commitment to sort of serving a diverse student body. Northeastern started as a commuter school back in the day. There were similarities in terms of philosophies, but it started before you get to paper. It's all about building trust and community. And so we met early and often with the Northeastern leadership to just make sure there was a chemistry there, that there was trust, that we were credible and equally invested. And for both of us, it Was how do we make 1 and 1 equal 3? How do we do together what we cannot do alone? And we knew that we had strong creative and performing arts programs. We knew that was something that Northeastern didn't have. And yet they had sciences and technology that we did not have, and stronger liberal arts programs. And I think we saw the benefit in bringing those together, infusing they had the financial wherewithal, they could make the investments. And I think as you look at sort of putting graduates into the workforce today, you need leadership, you need entrepreneurs, you have to think out of the box. Things like improv for data scientists makes a world of difference. And so you think about that. If you're studying the sciences and physiology, if you're a dance major, these things fit in ways that you have to imagine. And so we started, as I said, by thinking, what could we each bring to the table? How would those not overlap but complement one another to bring a differentiated value proposition to the world of higher education? Then I think it really is about how do you ultimately get that from an idea to on paper? And on paper, we secured investments in those performing and creative arts programs, as well as our social justice initiatives, our prison education programs, which were very important to us, very important to Northeastern. We made those commitments. But in the end, it's got to come off the paper and it's got to live and breathe. And so I think the benefit of time here as well, beyond sort of the investment in our. And the preservation of our signature programs was we had a. We had an elongated timeline, taking into account a creditor review, regulatory approvals that's allowed for this year. Northeastern has introduced the New York City Scholars Program. So that's introducing some of their first year students onto the Marymount campus. That's a wonderful opportunity to bring those two sort of groups together first time. And it's melding beautifully. So I think there's ways that you can introduce and seed. The other thing that we've done candidly is created faculty circles so that our faculty, who develops and then delivers the curriculums, work together on the art of the possible. So I think those are ways that you ensure that what you've put on paper and where you've gotten commitments actually can, can sort of be realized in life.

Abby, you mentioned obviously changing the composition of the board. But one of the things I'm really curious about is those alums like yourself that were still on it. How did you come to peace with this ultimate decision? Because I think that's like, emotionally, it's where a Lot of boards, even not made up, frankly of alumni, get stuck is like they see we're not in dire straits, they sort of say hope is a strategy and sort of get caught in this never, you know, sort of never world, if you will, between these two decisions and not a lot of forward progress makes and. But you know, clearly it's not like two airlines or two groceries chains merging, right? So, you know, these are places where people invest a lot of emotion, which is reflected, I think, in some of these challenges to actually make a decision either way. So I'm just sort of curious how the alums on the board got their head around where you ultimately look.

As I said, I think the fact that I was an alum helped. And we've, like any college, a small liberal arts independent college, especially in New York City, we've weathered storms in the past and, you know, hope and a lot of hard work got us through. So why was this different? And so we had to be prepared to have some tough conversations. I think you have to start by leaving space for emotion. And we did, we did, we grieved, we commiserated. But emotion can't make the decision, it can't guide the strategy. And so time allows you to leave space to air those views and then say, what is it that we're holding onto and how do we make sure that this is preserved for generations to come and doesn't get lost? And again, those priority attributes became our North Star. That to me was the single most important thing that we did because we just kept coming back to that. Here's what we don't want to lose, here's who we are. How do we make sure that we keep educating students in the way in which we've done and we've succeeded? And so that really was sort of the guiding premise. And I will tell you that I think that that philosophy is true. Even outside the boardroom, we knew you've got, we're in the middle of Manhattan, you have neighbors, you have interested party, not just your alum, and you have faculty. I think as we ceded this early and often, we couldn't get into the details of the deal. And interestingly enough, when we started down this path with Northeastern, there was not a path in New York State for an out of state institution to come through. So we couldn't get ahead of ourselves. We couldn't presume. We had to engage accreditors, the state early and often and take and follow their lead. We were not dictating, we were not in control of that equation. But with our community as well. What was really important was that we let them know that we had formed a strategic opportunities committee of the board, that we were facing enrollment challenges, we were facing financial challenges, that we were okay for now, but there was an iceberg ahead and that we were invested in ensuring the long term sustainability and the viability of the college. And we in turn needed to give them time as we socialized the messaging and shared more details along the way for themselves to grieve. We had had our time. We couldn't celebrate the success when they were hearing it for the first time, but we had been living it for some time. So again, that emotion let the give space and oxygen for sort of the emotion to come up and come out, but make sure you're grounded. You can't. In the end, nobody gets everything. But here's what matters most. Here's what we got. And we live to see another day and be better and stronger than what we are, even though it may look a little different.

So, Abby, you had the benefit of time, which gave you that room for emotion. It gave you that room to know it wasn't. You weren't at the cliff yet, but the cliff was coming. But we, in so many of the shows that we've done on this topic, the thing we keep hearing so often is boards just bring this up too late. Boards and presidents just talk about this too late because they're afraid to bring it up, meaning M and A. So how do you think boards, particularly since I want to focus on the board perspective here, how can boards bring, make the M and A topic less taboo so that if you're a board member out there listening to it, how might I bring it up?

Yeah, no, I think it's a great question, I will say. And by the way, just to sort of come back and tie it to the prior response, we got the board to unanimity, which is pretty remarkable. And we talked about sort of the size of a higher edge, bored. So there's, there's a couple of things. First, you have to get out of your own way, which is I think hope and, and, and belief are good things, but not when they're born. Not when they, not when the financials and the demographics, you know, don't support it. And that's, that's important. You also need to know that your college leadership is working in partnership with the board to think not only about, you know, sort of the semester ahead or a year out, but long term. The last thing that I'll say in terms of you know, seating it with the board. You have to demystify these things, including terms like M and A, because I think people hear it and they hear I'm going to be acquired. And that means all sorts of things, which is, you're going to lose yourself, you're going to lose your identity. You know, our students are going to be, you know, pushed to the side. Our faculty is going to be pushed out. You got to move away from those buzzwords. And I think you just have to talk about what matters to us. How do we preserve it? What might that look like? No two deals are ever the same. Doesn't matter that somebody's been there. They've done it before. And there were many folks, and I will say, even I talked about the fact that we went and we engaged consultants along the way that said to us, no, it can't be done, because remember, Northeastern, there was not a path in New York State. Can't be done. And our response was, there's a whole host of things that you can tell us about why we can't do this, but how about we talk about how we can do this? And I think maybe the fact that my background is risk, you got to be prepared to have those conversations. So I get, you know what, I'm super happy when things go right. But you have to have a boardroom that's willing to tackle what could go wrong, and how prepared are we for that?

Okay, so let's talk a little bit more about this motivation. So that's how somebody could bring it up. But how do you get proactive around this view that M and A can be a choice as opposed to something being forced on you in undesirable circumstances? Because I think that's the. It seems to me so many institutions are just kind of waiting it out instead of making that proactive choice. And given there's no profit mar. Motive here, that seems to be pretty tricky for a lot of colleges and leaders.

Yeah, I think it's. It's very insular thinking. I think you've got to look at, like it's an opportunity. Like it's not. This is not something that you're. You're. That it's not loss. You've got to look at it as gain. And so I think if you think that way and you've got look every institution, you're always going to hit roadblocks along the way. Things happen. But I think if you sort of look at it as what's the upside and what could this look like and how could we get more and do more than we could on our own. And I'll give it from our perspective. I talked about the performing arts program which Marymount is known for. You know, we were recently named, I think, one of the top 10 in sort of, you know, performers on having, you know, our graduates have be performers on Broadway. Fabulous. We're a small liberal arts college, independent in Manhattan. We can't grow that program. Why? Because we have limited real estate. We have limited funds, and it's costly. We don't have additional performance space. We can't do it. We can't do it on our own. And is graduating that small class very impactful, very good. Is that sustainable? Or if we do have someone like a Northeastern that has the financial wherewithal and can make investments in those programs, just think about how we could amplify that and get that to so many more students. It's things like that. So, you know, rather than think in the negative, turn that into a positive. But it's the board being engaged with the leadership of the college on strategy. And that's candidly, that's the board's mission, financial solvency mission and strategy.

So, Abby, as we get ready to wrap up here, you've shared a lot of lessons for our listeners, but is there something that. Is there one lesson that you've learned through this process, maybe that you've told us, maybe that you haven't told us yet, that you want to share with other institutions considering this or already going through this? And again, maybe from the perspective of board members in particular, given that's where you sit, any, any lesson you would want to share.

I want to say there's probably two things. One, don't take anything off the table too soon and don't not ask the question and don't presume the answer either. I think those two things are the most important. And boards need to trust one another, communicate and challenge one another. No one person on the board has all the answers, and there isn't necessarily a right or wrong answer to begin with. So I think that was a learning for me, which is as much as I know there's so much more that I don't know. And giving enough air in the room for people to voice their opinions is really important. So that's what I would say in terms of trying to bring a board together and along and do the work of preserving an institution and, and furthering its mission.

Great.

Well, Abby, thank you so much for your time today, and particularly, by the way, for leading the institution through this. This is obviously something that I think most colleges and universities are going to be going through over the next couple of years and just love the idea of being more proactive about it from the board perspective rather than sitting back. So thank you and we'll be right back after this message.

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Welcome back to Future you. There was a lot in that conversation, Jeff. I found it fascinating. I'm really glad you invited Abby and I think some of the points that she made perhaps gave a way to answer some of the questions that you've had around what it means to be a fiduciary of a mission, in essence, and how that might really actually be very hard to do in higher ed. And maybe that's the complicating thing in your mind is like the higher ed version of this is very difficult to figure out, but maybe we ought to rapid fire back and forth some of the thoughts and questions we had coming out of that conversation. How does that sound?

I think that sounds like a great one, Michael, and I really still want to dig into this notion because, you know, non profit colleges, as I've told you before, they don't have shareholders. And if you're on a public board or you're on a board of any corporation or company, you're going to have shareholders that you're ultimately responsible for. And as we said at the top, mission can be very vague. You know, when I read mission statements, it's hard to tell the differences between them. But more than that, if I asked a random trustee at most of the colleges that I visit if they could recite their mission statement or if they could even tell us what's in it, I'd be surprised if many of them can. So what does that really look like when a college or university trustee is connected is ultimately responsible for their mission statement? Who is the arbiter there?

Yeah, Jeff, a few thoughts, and I think we're on the same wavelength of the current challenges of this in the sector. But but first, like if you go Back to the 1950s, right, William F. Buckley, you know, obviously known as Sort of the father of the modern conservative movement, or maybe the past modern, I guess you would say, because it's not the current version. But he thought the responsibility of schools was to alumni. That was, you know, sort of part of his argument in God and Man at Yale, his first big book. But that actually, in my view, Jeff, might be where institutions get into trouble. Right? I mean, I, I get why it's easy to see the appeal, but you've long noted that if you have a board full of alums, they're constantly saying, well, that's not how it was when I was here. And a constant, you know, desire to return to the past as opposed to perhaps realize, hey, context has changed. How we deliver against that mission has changed as well. And, and I guess what I, I feel like in your comments, you, you're consistently pointing to is that a lot of mission statements in higher ed are really vague. And I, I say that as someone who's about to make a mia culp, mea culpa, because I often feel like when boards like they love to wordsmith the mission statement, and I, it a lot of times feels like an exercise in silliness to me or a waste of time. But I guess through your repeated questions and your dissatisfaction at my legal answer here, I, I think I'm learning something because it occurs to me that when I read, when I heard Michael Smith talking about his book the Abundant University Remaking Higher Education for Digital World, this came out a few years ago, an argument that he was making was that almost all mission statements in higher ed are completely meaningless. You could literally take, you know, 10 of them on a screen and you'll have almost no idea which ones belong to which institutions. And I, I think, think he said I could be misremembering, but I'm pretty sure he said that in analyzing the mission statements of several hundred universities for the book, he only found a few that were distinct. One of them was one you know well, Arizona State University. And that mission is ASU is a comprehensive public research university measured not by whom it excludes, but by whom it includes and how they succeed, advancing research and discovery of public value and assuming fundamental responsibility for the economic, social, cultural and overall health of the communities it serves. I actually think that's incredibly specific and it bounds it in some really important ways. And then the other one I think that he cited was Southern New Hampshire University, which is, transforms lives by expanding access to education through high quality, workforce, relevant and meaningful learning experiences. We drive equitable outcomes by providing learner centric pathways and support designed to meet the individual needs of our learners, enabling them to reach their goals. And I guess, Jeff, out of this, what. What it occurs to me is that when you have a distinct mission statement, as I think those two institutions do, it makes the work of what you do, your strategy, which is, you know, what you choose to do, but. But also what you choose not to do, far clearer and perhaps, you know, worth fighting for, frankly. But it's also clear when you're preserving it and, and when you're not. And, and that's what I found so important about what Abby said. And I want to connect it here to the conversation we just had because before they even decided what they wanted to do, before they decided, you know, do we go it alone? Do we have a merger? They thought about what do you we as an institution stand for? And the way they did it, I loved it because, you know, look, it was similar to the set of exercises that we have in our book Job Moves. But it was essentially, what are our must have priorities? We must preserve these things. What are the nice to haves? What are the things that we would love to do in a perfect world, but we can live without doing them? And this allowed them to have clarity around really like not sort of a airy fairy, you know, we exist to perpetuate leaders in society or something like sort of meaningless around that, but real clarity around what actually our mission means. And then they could also make trade offs. Right. They were also able to say, in an ideal world, we'd love to have this, but this is the thing we're really going to strengthen. Because she was clear, whatever path they took, they were not going to be able to have it all as it existed, as the institution existed at its standalone height. And you know, look, Abby said they wanted to lean into their strong creative performing arts programs. And what I thought was so interesting was that they realized they couldn't have done that, right. If they stand alone. And you've said that, right, like the purpose of M and A should be to actually make the institution stronger, not just to consolidate for consolidation's stance. And so I, I just think, you know, rather than what William F. Buckley maybe said or others have said, you know, it's really about the mission. And to do that, Abby said, actually we had to get some alums on the board or excuse me, some people on the board who were not alums, so we could have that clarity of conversation because it was a little muddled, perhaps if it was all alumni.

Yeah, Michael, I think there's a couple of thoughts from Abby's conversation and your just your reaction to it right here. First of all, I do think that most mission statements are muddled and as a result they don't have a strong connection then to the strategy or to the tactics and design principles. So you read ASU's beautiful in my mind mission statement. But then that is connected to a set of design principles. We might call these tactics. Okay, how do we put this in place? Not necessarily a strategic plan. Many universities and colleges would have it as a strategic plan, but they're tactics about how we put that mission into place. I think that at most universities there is not a strong connection between the mission statement and, and the tactics and their strategic plan. I think that strategic plans kind of come and go depending on the president, depending on the board. They often don't refer back to or often review the mission statement as a result. So I might actually think differently about our fiduciary responsibility is to the mission, but maybe it's to the current strategy of the university. Are we actually going to be able to, to fulfill this strategy? So most boards put together new strategic plans. New presidents come in, put together strategic plans. I would love to ask often we're putting this together, but can I. Is this really achievable? Because as you know, by the time the strategic plan's over, the president might be gone, the poor half the board might have turned over. And there's nobody to say we didn't actually achieve anything.

Right?

We didn't actually achieve most of these things.

Well, and I think it's because it, they have that lack of clarity. Right. Like, and so that I, I think you're right. Like the connection has to be there. And what I love about asu, right, is it's clear, like this is not about selective admissions. You like, you immediately get that right. From its mission statement, this is not about sort of, you know, global benefit or something like that. It's about the communities we serve. Right. Like there's very clear things that get pulled about out about it. Southern New Hampshire is like it's our learners first, it's not the faculty. Right. Like that's a very clear thing. And then we build faculty experience around serving learners. The clarity is incredibly crisp. So I think you're right. Like strategy tactics can actually flow up, if you will, to mission. Whereas when you have a vague one, it's just sort of like what every other university does and it's hard to know what to preserve.

So let me go, let me go back to one other thing though, Michael, about what Abby said about how they decided that, by the way, we have these really critical programs, for example, that we're not going to be able to really fulfill at the rate we're going. We don't have the financial sustainability to do that. And I think that takes not. First of all, it takes courage. And we've heard that so many times. In every episode we've done around M and A, the word courage comes up over and over again, willing to say those difficult things in boardrooms. But the other thing that I think it takes is time. Now, we talk often about time in that it's often too late by time colleges and universities decide they need to merge. But the time I think boards need is in their meetings to really focus on these questions. And as you know, I spend a lot of time with boards this past year, six or seven boards that I've spent time with. And as I talk to their presidents, as I talk to their board chairs about the cadence of their meetings and how their most recent meetings have gone, I'm just shocked at how much they try to pack into what is literally a couple of days. Maybe they're together three or four times a year at the most. They really are not dedicating enough time to do what I think Abby and the Marymount Manhattan board has done here, which is essentially say, okay, here's our mission, here's how our mission connects to our current programs. And by the way, these are our strongest programs. I think that's another interesting thing here is if we can't even maintain our strongest programs, something is amiss and we have to do something about it. But often that happens too late because boards haven't spent enough time in their intervening years, in those previous years really focused on what do we stand for and how does that kind of show up every day in our programs.

I agree. There was a executive ed program I took at HBS at Harvard Business School probably over a decade ago at this point. But one of the faculty members said a president ought to write just a four page memo for the board before every meeting. That basically updates where we are against our strategy, against, you know, health of the institution, but also like competition where our customers, like, what's their buying power? How is that, you know, changing over time is, is it affordable, et cetera, et cetera. And then each meeting be devoted to one pillar of that as opposed to like trying to cover the gambit, if you will, because otherwise you can't do what Abby talked about. And I, I thought this was a, I had a couple of the thoughts, but this was another one that really stood out for me was she said that they grieved and commemorated the institution. Like you have to have serious time to be able to do that and it'll then allow them to move past that stage. And I think it actually echoes the threat opportunity research that Clark Gilbert, who's been on this show and has led higher ed institutions, his research was around this. And the basic idea was that when organizations are facing a significant discontinuous threat, you need to frame it as that a threat and you need to dwell there because if you don't, you won't commit resources to actually dealing with this. But then also if you leave it as a threat, it creates paralysis. You have to have the ability to reframe it as an opportunity at some point. And I think that's what happened here, right? They dwelled on the threat, they grieved, they commemorated it, and then they, then they were shot. Right? They moved on. They said, what can we build with Northeastern science and Tech, with the arts, for example? Yes, please. They ultimately said, and this is a big opportunity. So I actually think, you know, they got some of their nice to haves through that as well, right? The social justice initiatives and so forth. Maybe we, we messed up. We should have asked what did they have to trade off in this merger more explicitly. But, but I think that that time they spent was significant, right, Jeff?

Well, and I think, Michael, it keeps coming back to time. I know this emotional piece has been incredibly important to you and as we have been talking about M and A, because it really is unlike a company where again, if you're on the board, you don't really have an emotional tie necessarily to the company. And again, your ultimate responsibility is to the shareholders. So if you pursue a merger, you have to declare bankruptcy or whatever, you're not going to necessarily cry over it. But if you're on a board, and again, majority of the boards being alums, so that's another nice thing that as you mentioned earlier, Abby talked about, is getting more non alums on the board so that they could pursue this with less emotion. Because I think there's just so much emotion tied up in these boards because many of them had their formative experiences at these institutions. And then you tie that together with the fact that they don't have enough time to pursue these mergers. They're often under the gun to do it. And so they don't have enough time then to really think about their emotions and really figure out okay, how do we get through that so that they could think about that next thing. So time and emotion really play a role here. And so if we have more non alums on the board, I think that could, could help. But again it requires a board chair to say okay, we're about to move into probably an M A into M and A activity. Thus we need to rethink the constitution of the board or the how the board is constituted, I should say and that it takes courage. I just don't see a lot of boards doing that.

Yeah, well, look, I, I've been on the boards of a couple organizations that we've had to shut down while I was on the boards and one of them was a non profit, one of them was a for profit. It's it those, they're not pretty processes. Right. And it's when it was staring at us in the face the reality that we sort of made the move that we did. But, but I think you're right, like having sober minded people who can step outside is, is really important. But I, I guess that's the other thing that as we start to wrap up, Jeff, I, I'd love to give like I think we should give some plaudits to the president, right? To the coming to the board early and being transparent. Like this is our actual position laying it all out there and then the president being open to and of course actually leading the creation of a real process. I, I don't think that typically happens. Like they had a committee to explore different options even before they decided M A and presumably they had staff that, that staffed that committee and really owned it. And it seems to, it seems to me that they really took your admonition from our last episode on M and A to heart, which is the purpose if we do this is to make the institution stronger than it would have been alone. And it seems to me, at least on paper that they've met that, that here. Final, final thoughts from you, Jeff.

Yeah, And I guess Michael, where does this start? Because I think that most presidents are essentially afraid of their boards if the institution is in trouble. So they try to hold on as quickly as long as possible and, and try to improve the situation before they really have to go to the board, which is again why this is often so late in the game and the board doesn't really know the right questions to ask because they may not be given the right information. It may not be as transparent as it was in this situation. So I guess the question I have is who does this start with? Where does it start? It's almost a partnership where the board chair has to tell the president, hey, listen, we're. The next couple of years are not going to be easy in higher ed. We know this institution isn't in great form financial shape. It hasn't. It's not coming into this period in great financial shape. We need to start making real decisions here. I trust you to help lead this institution, but you have to come to me when you think our time is. Is running out or that the Runway is not as long as you thought. And we're going to kind of protect you there as long as, by the way, there wasn't just bad management. And then we're going to look at a pathway forward. So I think it has to come. I think it really has to come from the board chair in this case, because they're ultimately responsible for hiring and firing the president. Then I think the president has to then have the courage not to wait too long and say, this is not a failure. I'm actually succeeding in helping this institution survive for the long run. And again, this has been a constant theme of mine, Michael, throughout this is that we see M and A as a failure and we got to reset closure as a failure.

Yeah, we have to reset that.

Not right. It's not. And I think that the more that colleges and universities and presidents and boards say it's better for us to try to maintain the key programs, to try to have a home that's going to make this the, you know, the elements of this institution. Maybe the name doesn't survive. I get that. And that's important to a lot of alums. But maybe all these other things that we cherish so much get to survive or a big chunk of them, and that should be good enough at some point.

Yeah, yeah, I think that. I think that's right. And it occurs to me, Jeff, knowing the headwinds that higher ed is sailing into right now with the demographic pressures, independent of all the other stuff that we've talked about at this moment in time, you know, most boards probably should be setting up structures to have these conversations in sober ways right now and making it clear that there should at least be a process that's creating options so that they can make real decisions as opposed to be forced into something or just hope and pray and close by accident suddenly. And that's. That's the worst of all outcomes. So I think intentionality is important right now. So before we go, I want to bring Abby, though, back for our favorite segment right now this year And Future you, where we get to ask some lightning round questions of her. So, Abby, welcome back as we as take you through the paces here.

Okay, so we're back with Abby on Future you for this new segment that we have this year on the on the podcast where we just ask our guests some fun questions about the college experience for them. So, Abby, let me get started here. This is a quick lightning round. Michael and I answered these questions earlier in the season ourselves. So what's the worst grade you ever got in college?

This is going to sound horrible because I didn't get a bad grade in college, but let me explain myself. I talked about Marymount and the performing arts. I was a performing arts major and I was a scholarship kid, so I didn't have the luxury of getting a bad grade. If you want to ask, did I get a bad grade in law school? I certainly did. And in high school I did as well, math.

What was your favorite college class and why?

And it was, in fact, musical theater. And why? Because it was a way to find my voice and be expressive.

I'm jealous of that. What's a higher ed buzzword? You've been sitting in the milieu of this during the merger process. What's a higher ed buzzword that you never want to hear again?

I never want to hear the word pivot again. And the reason I don't want to hear pivot again is it suggests that you're doing an about face and you're abandoning something. And everything we've talked about is this is a continuation, a transformation, a growth process. And so the word itself seems to symbolize and shut down the dialogue before it opens it up.

All right, last question here. How are college students different today from when you were a student?

And I just had a graduating college student.

Congrats.

You know what? I think it's a lot harder to date. One is that they are so much more aware and exposed than I or we ever were when we went to college. And that is a gift and a curse in a lot of ways, because they carry the weight of the world on their shoulders. For me, I was a Brooklyn kid. I went to school in Manhattan. I thought I was going to school in the city because who would have even thought Brooklyn was the city? And I hadn't been on a plane till I was 17. So I had a very sort of, you know, narrow view. These kids with social media and, you know, all that's happening carry that weight with them. And I think then it's harder when they come out the world is unwieldy and it's chaotic. And I think it's harder for them to find their way, although I do think that they are sensitized in a way that that we had not been when. So I am I think they have more challenges to face, but I am hopeful that their hearts are in the right place and they are out and prepared to do good in the world.

Abby, thank you so much for this illuminating conversation. I'm taking away from it trade offs on every level, but let's view it in the positive light and go forward from there. Thank you so much.

Thank you so much.

Loving that segment, Michael. And I hope our listeners do as well. And that wraps us up for for another episode of Future you. And we'll see you next time right here on your favorite podcast player,

Sam.