The problem we confronted at the end of my last column was: how to protect a College or University President who feels that he or she has to resign because of an irreconcilable conflict with the school’s Board of Trustees.
The President is not resigning to pursue another opportunity or move to a different country, so it seems unfair that he or she should suffer the forfeitures (severance pay, continuing health benefits, retirement funding) to which they would be subjected if the resignation was unforced.
I raised this issue because of the “principled” resignation of the President of UVA (I have since heard from a friend who knew this President as far back as the Harvard Graduate School of Education, and greatly respects him).
My solution to the problem was, in the President’s contract negotiations, to propose the insertion of a “Good Reason” clause such as the following:
“‘Good Reason’ [which would allow the President to resign with severance and other benefits] is an irreconcilable conflict between the President and the University’s governing body over a matter of importance to the University.”
The inclusion of this “Good Reason” in the President’s employment contract is in response to the recognition that there can be some discrete, presumably significant situations in which the President’s resignation is not completely or genuinely voluntary, and in those situations, such resignation should not strip away the benefits which the President would otherwise receive if terminated “without Cause”.
This may seem straightforward, but the reader will not be surprised to learn that the “devil is in the details.” No Board of Trustees is going to agree that an unhappy President can use a minor disagreement with the Board to trigger their ability to resign with substantial severance and benefits.
Accordingly, the President must first set forth, in a written notice, full details and background of the conflict which allegedly justifies their use of this particular “Good Reason” and then give the Board sufficient time to weigh the underlying complaint and respond.
The Board, in its response, may point out that the conflict identified by the President is either non-existent or has been (or will be) fully reconciled. The Board can also take the position—which must be conveyed to the President in an equally detailed writing—that the President has not shown that the situation identified by the President’s notice is a legitimate material conflict which rises to the level of “Good Reason”, as defined in the contract. There may be other situations where the Board agrees that the conflict is irreconcilable; the Board may even feel that it is well worth the cost of severance in order to rid the institution of a President who meaningfully differs from the Board, either in general philosophy or on a specific issue.
The procedure and timing for notice to each side must be clear and easy to follow and, again, the disagreement cannot be a petty one. This is not to say that every major conflict must involve a “hot button” political issue, such as the controversy over the legality and efficacy of DEI, which is what reportedly caused the UVA President to resign as a matter of conscience.
So long as the disagreement involves an issue of bona fide importance to the forward progress of the educational institution, it can constitute a legitimate “Good Reason”. (One example with a non-political slant would be a difference between the President and the Board over the discontinuance of a major athletic program.) Of course, the requirement for the Board to reflect on any disagreement dramatic enough to cause a President’s resignation should, by itself, provoke serious attention to the underlying issue.
“Death concentrates the mind wonderfully,” someone once said (attributed to Dr. Samuel Johnson), and so should the invocation of a President’s right to resign without losing his or her severance and benefits as a result of an intractable division between employer and executive.
Lisa, Theresa and I wish you and yours a (modestly) spooky Halloween.
