When I started in June 2022, it was clear that the status quo was not sustainable. I am proud of what my team accomplished during nearly four years. But now it is time to look to the future and the change that still needs to be done.
While I regret that I will not be actively involved in that work, the path forward must look different for the state’s university system to succeed in an environment where constant change will be essential for sustainability and perhaps even survival.
The enormous impact the Universities of Wisconsin have on the economic prosperity and social vibrancy of our state is not open to debate. But our campuses are far too important to Wisconsin to allow for governance that does not meet the moment. As always, that governance starts with the UW Board of Regents.
The board is charged with overseeing the $7 billion annual operating budget of the Universities of Wisconsin, setting strategic direction and vision, and ensuring universities have the necessary resources to remain focused on their mission to serve Wisconsin. Given this role, the board cannot afford to be anything but a highly functioning body.
I practiced corporate governance law for over three decades. In that time, I worked with some truly exceptional boards that made meaningful contributions to the organizations they served. I also witnessed boards that hindered and damaged the very entities they were meant to serve. The difference was always the expertise of the board members and how seriously they took their responsibilities — and whether the structure around them set them up to succeed.
The structural challenges facing the Board of Regents are real. At 18 members, the board is too large to be effective. A board of nine to 12 qualified individuals is far more likely to provide the direction the our campuses need.
Who sits on the board matters enormously. A majority of regents should have served in senior management positions at substantial organizations. Regents should never be appointed solely on the basis of political patronage. It is time for the state to enact a law — similar to that governing the State of Wisconsin Investment Board — establishing criteria that must be met for board service.
Each regent must also be wholeheartedly committed to the mission of the Universities of Wisconsin — not to notoriety or self-interest — and must model a culture of stewardship, mutual trust and genuine teamwork. The UW campuses are too complex to govern by merely attending periodic meetings. To be fully informed and positioned to make major decisions, the Regents must invest real time visiting campuses, engaging faculty and students, and studying the intricacies of higher education.
To be functional, the board must provide clear, unified direction to UW administration — which requires strong and decisive board leadership. Each of the 18 regents cannot provide individual directives to system leadership, some of which conflict with one another.
Board leadership must build consensus and only then provide direction. There is no place for a regent going rogue on topics that impact the entire board. The message provided by any regent needs to be set by board leadership and then consistently delivered to all stakeholders.
The board also must understand the critical distinction between oversight and management. Oversight is the purview of regents. Management is the responsibility of UW administration. When the board seeks to perform managerial functions by directing how and when day-to-day decisions are made, the board ceases to be functional.
On an annual basis, the board should conduct a self-assessment of its performance — ideally with a third-party facilitator – and document areas for improvement, and track progress against those goals.
Finally, the board must commit to a strategic plan and have the courage to follow it. A plan must serve as the North Star for the Universities of Wisconsin, against which every board decision is measured. In the absence of that discipline, strategy disintegrates at the hands of opportunism, and no shared vision moves forward.
The board will not satisfy all stakeholders, but the Regents must exercise the fortitude to make decisions based solely on what is in the best long-term interests of the Universities of Wisconsin, and then allow the chips to fall where they may.
The Universities of Wisconsin stand at a crossroads. The challenges facing higher education are significant, and leadership — particularly at the board level — matters.
I will be rooting for our universities from the sidelines. Wisconsin wins when the Universities of Wisconsin succeed.
Rothman is the former president of the Universities of Wisconsin and previously served as chairman and CEO of Foley & Lardner. He practiced law in the areas of securities, mergers and acquisitions, and corporate governance.




















