February 5, 2019

DEMASSA & DELGADO | Why Martha Pollack’s New Position Needs Scrutiny

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On its surface, the appointment of President Martha Pollack to IBM’s board of directors — effective Feb. 1 — seems to be a boon for Cornell’s foothold in New York City’s tech industry. However, with the added obligation of satisfying IBM shareholders, the implications of our university president participating in corporate board service are worth exploring.

For more than a half-century, IBM has had a presence in New York City where its headquarters for the Watson artificial intelligence and cloud computing divisions are situated. It comes as no surprise, then, that IBM and Cornell Tech have a history of partnering on technological ventures. In 2014, former Cornell Tech professor Rajit Manohar and IBM developed a microchip that simulates processing functions by neurons and synapses of the brain. Then, in 2017, Cornell Tech partnered again with IBM to create WiTNY, an initiative to promote the participation of women in technological industries in New York.

Of course, strong corporate relations are valuable to a university educating thousands of future industry leaders. Pollack sums it up in her press release: “It is important both for universities to have an awareness of the corporate world, where many of our students go on to work, and for those in the corporate world to have a better sense of what happens in universities.”

Some of our questions regarding Pollack’s corporate service are still unanswered.

The other members on the IBM board of directors received at least $300,000 in compensation for their board membership in 2017, according to the IBM Proxy Report. Yet, according to an AGB report, fewer than one-third of chief executives generally serve on for-profit corporate boards. Of those who do, only 3.6 percent receive $300,000 or more in compensation. It is still unclear whether or not Pollack will receive the standard $300,000 for her role on the IBM board of directors.

Further, the AGB report notes that those typically serving on corporate boards have had longer terms of service, with the majority serving at least three to seven years. Having just arrived to Cornell in 2017, Pollack seems eager to hop on the corporate bandwagon. Presidents should avoid being overcommitted, especially early in their tenure. In 2017, the role involved nine overall board meetings and 16 committee meetings in 2017,  a burdensome commitment among all Pollack’s others.

But why does compensation and time commitment matter?

Cornell University Policy 4.14 delineates conduct for real and apparent conflicts of commitment and conflicts of interest for trustees, faculty and staff.

Pollack’s new role on the Corporate Board of IBM seems to breach this University policy regarding external entities: Conflict of Commitment, Conflict of Interest and Conflict Management, defined below.

Conflict of Commitment: A situation caused when an individual undertakes external commitments that may burden or interfere with his or her primary obligations and commitments to the University, even if the outside activity is valuable to the university or contributes to professional development and competence.

Conflict of Interest: A situation where an individual has the opportunity to influence the University’s business, administrative, academic, or other decisions in ways that could lead to personal gain or advantage of any kind.

Conflict Management: Measures taken to address the risk of bias or the appearance of bias when members of the university community have real or apparent conflicts of interest.

Moreover, the policy outlines that presidents, as part of the upper echelon of the institution, are held to a higher standard in regards to conflicts of commitment and conflicts of interests: The president “owe[s] special duties of care and loyalty to the institution as a whole, and must keep the University’s interests paramount to all others.”

As a member of a corporate board, Pollack may open herself up to a number of reputational risks, including lawsuits if the board is a party to a failed endeavor. Also, Pollack may be disinclined to question or oppose an industry executive at IBM who may have sway in her continued compensation.

To what extent did the Cornell Board of Trustees approve of this decision, if at all? How extensive is Pollack’s time commitment and obligation to IBM? For a decision made in the name of student benefit, student consideration seems largely absent.

Given the objective to bring the precepts and principles of a university — values of openness, student voice and discourse — to the table at IBM, Pollack’s lack of transparency is incongruous.

Pollack should address the drawbacks and questionable implications of corporate board service, placing transparency above all.

Laura DeMassa and Canaan Delgado are sophomores at Cornell University. Double Take appears every other Tuesday. They can be reached at [email protected]