In 1988, two men assumed leadership roles at New York University School of Law that would shape the institution for nearly three decades.
John Sexton became dean of the law school. Martin Lipton, a renowned corporate attorney and longtime NYU trustee, became chair of the law school’s board. Their partnership was unusually close, unusually durable, and unusually successful.
Sexton recruited prominent faculty, expanded the law school’s international reach, and helped elevate its national standing. Lipton brought legal expertise, fundraising ability, institutional memory, and powerful relationships. When Sexton became president of New York University in 2002, Lipton was already chair of the university’s Board of Trustees.
The partnership and the institution grew.
During Sexton’s presidency, NYU opened degree-granting campuses in Abu Dhabi and Shanghai, expanded its network of international academic centers, completed a merger with Polytechnic University, and substantially increased its endowment.
These were not incremental accomplishments. They reflected an ambitious effort to reposition NYU from a distinguished urban university into an institution with a worldwide academic footprint.
Lipton as Board Chair was not a passive observer of that transformation, and President Sexton publicly described him as both an eyewitness to and, in some cases, the progenitor of many of NYU’s most important developments.
Their relationship contained many qualities that boards seek: trust, continuity, shared ambition, mutual respect, and an abiding commitment to the institution.
Presidents frequently complain that trustees do not understand the university well enough. Trustees sometimes complain that presidents conceal problems, resist oversight, or fail to keep the board informed. None of those descriptions appeared to characterize the Lipton-Sexton relationship.
They understood one another. Perhaps too well.
When Alignment Becomes Identification
A strong relationship between the president and board chair is essential. The chair must be able to advise the president candidly, evaluate the president fairly, and ensure that the board understands the institution’s opportunities and risks.
But the chair is not merely the president’s partner.
The chair leads the body responsible for overseeing the president.
That distinction becomes harder to preserve when the identities, reputations, and achievements of the chair and president become inseparable. Questions about strategy can feel like challenges to a shared legacy. Board oversight can slowly become board or presidential advocacy.
At NYU, the closeness of the partnership became especially consequential as faculty opposition to Sexton’s leadership grew.
Faculty critics questioned the university’s expansion plans, its rapid global growth, the extent of faculty participation in major decisions, and what they regarded as an increasingly corporate approach to university leadership. Supporters saw the same initiatives as evidence of vision, courage, and institutional transformation.
The disagreement was not simply over whether NYU should grow. It was about who had the authority to decide what NYU would become.
“No Confidence”
In March 2013, the faculty of NYU’s College of Arts and Science participating voted no confidence in Sexton’s leadership. The vote reflected a divided faculty, not a unanimous revolt. Other schools at the University held votes about Sexton’s leadership and strongly affirmed their support, but there was a palpable sense of institutional uncertainty.
There were disagreements about decisions, and also about participation and engagement as the institution grew and evolved. The common thread was a belief among critics that the president and the board were moving ahead of the academic community.
The board responded quickly and decisively. It stood behind Sexton, unanimously and strongly.
A faculty vote of no confidence does not remove a president. Trustees are not required to substitute the faculty’s judgment for their own. They must consider the interests of the entire institution, including students, employees, alumni, donors, creditors, regulators, and future generations.
Indeed, a board that dismisses a president whenever one constituency demands it has abandoned governance rather than practiced it.
The more difficult issue in the some stakeholder’s eyes was the fact that the Board Chair’s had been the President’s close institutional partner for twenty-five years, and was championing the strategies under criticism.
Independence more difficult to demonstrate, and the board created a special committee to review NYU’s governance practices.
The committee acknowledged that the faculty votes had raised significant concerns and examined the relationships among the trustees, president, faculty, and other university constituencies. It ultimately reaffirmed confidence in Sexton while recommending changes intended to strengthen faculty participation and improve communication between the board and the university community.
The board’s decision reflected a familiar governing compromise: retain the president but reform the process around the presidency.
Such a response can be appropriate. A board may conclude that the strategy is sound while the methods of consultation are not. It may determine that a president remains effective but must change how decisions are developed, communicated, or implemented.
But governance reforms succeed only when stakeholders believe the review itself was independent.
When a committee appointed by a supportive board and led by the president’s closest governing ally concludes that the president should remain, skeptics may see the process as validation rather than investigation. Even thoughtful recommendations can be discounted if the outcome appears predetermined.
This is one of the most difficult lessons of board governance: independence must not only exist, it must be visible and defensible under scrutiny
At NYU, the controversy exposed the tension between two legitimate propositions. The board had the authority to support its president. The faculty had a legitimate role in shaping the academic institution. Good governance required the university to hold both propositions at once.
Success Does Not Settle the Question
Sexton and Lipton’s accomplishments are often cited as among the greatest in the history of modern higher education. The institutional controversies were also real, which makes this case so interesting.
Governance failures are easy to recognize when an institution is deteriorating. Enrollment is falling, finances are collapsing, leaders are departing, and trustees are visibly divided. The evidence of dysfunction is everywhere.
The harder cases arise when the institution is succeeding.
Growth can conceal weak consultation. Fundraising can obscure mistrust. Rising stature can cause trustees to excuse behaviors they would question in a less successful president. A board may become so invested in an executive’s vision that it begins to treat disagreement as disloyalty.
Success can make a board less vigilant precisely when vigilance is most necessary.
The NYU case does not establish that Lipton controlled the administration, that Sexton controlled the board, or that trustees failed to exercise their legal duties.
It establishes something subtler.
The board chair and president had worked together for decades. They openly celebrated their relationship as symbiotic. They shared responsibility for an ambitious institutional transformation. When significant portions of the faculty challenged the president and the governance system surrounding him, the board chair became the president’s most visible defender.
The relationship that helped create NYU’s success also complicated the board’s ability to appear independent of the president it was charged with overseeing.
The Lesson for Boards
Presidents need board chairs who believe in them.
A chair should be the president’s confidant but not the president’s advocate in every dispute. The chair should understand the president’s strategy but remain capable of questioning it. The chair should protect the president from improper interference while ensuring that the president remains subject to meaningful oversight.
The closer the relationship, the more deliberate those boundaries must become.
Boards should consider safeguards when a chair and president have a particularly long or close association. Independent trustees can lead presidential evaluations. Executive sessions can be conducted without either leader dominating the discussion. Periodic external assessments can test whether the board is receiving sufficiently diverse information. Committee leadership can be distributed so that institutional oversight does not depend on a single relationship.
The chair must also listen for what the president cannot hear.
Presidents at large institutions operate through layers of administration. They may believe that consultation has occurred because meetings were held, presentations were delivered, and committees were convened. Faculty and staff may experience the same process as consultation after the essential decisions have already been made.
The board chair is uniquely positioned to identify that gap, but only if the chair remains sufficiently independent to see it.
At New York University, Martin Lipton and John Sexton demonstrated the extraordinary power of sustained alignment between a board chair and president. Together, they helped transform the university. Their partnership produced continuity, ambition, and institutional growth.
It also illustrates why boards must be careful about relationships that work too well.
A governing board cannot evaluate a president solely by asking whether the president’s vision succeeded. It must also ask whether the institution retained the capacity to question that vision, influence it, and hold its architects accountable.
A board chair may stand beside the president. The chair must never become indistinguishable from him.