Contract experts: If Kristina Johnson 'resigned' why is Ohio State going to keep paying her?

James Finkelstein is professor emeritus of public policy at George Mason University and holds both his masters and doctoral degrees from Ohio State University.  Judith Wilde is research professor in the Schar School of Policy and Government at George Mason University.

Earlier this year, we raised questions and concerns about Ohio State University's refusal to confirm or deny whether it had entered into any agreement that would compensate President Kristina Johnson in exchange for her resignation.

Now, based on recent reporting by the Columbus Dispatch, we have a partial answer to the question from the university: "As we have said from the beginning, the president will be compensated by her contract, which was negotiated at the time of her hiring in 2020...There is no other agreement for any additional compensation."

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We have analyzed more than 300 contracts of public university presidents.

While we are not attorneys, we are confident that no one has collected and reviewed more contracts.

Thus, we can say with a high degree of confidence that if Johnson "resigned" from the university, and not just from her position as president, no provisions in the contract would permit the university to pay her beyond the effective date of her resignation.

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Based on our reading of her contract, the only way that the university can pay her beyond the date of her ceasing to be president is for The Ohio State University Board of Trustees to terminate her without cause.

This would require the university to pay her a year's salary whether she leaves the university or she can return to a tenured faculty position. However, we can find no evidence that the board of trustees has terminated Johnson without cause.

It is worth noting that the bylaws of the board of trustees state that "a majority of all of the board members shall be necessary to elect or to remove the president..." Further, the bylaws require that "A roll call vote is necessary when electing or removing a president..."

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We have searched the minutes and certified resolutions of the board. We can find no record of any resolution related to either the acceptance of Johnson's resignation or her termination without cause.

The Ohio State University Board of Trustees is "responsible for oversight of academic programs, budgets, and general administration, and employment of faculty and staff." A university governing board's most important responsibility is hiring a president.  This responsibility is codified in Section 3335.09 of Ohio Laws and Administrative Rules, as is their removal of the president.

In either case, a governing board should aspire to be as transparent as possible, something that many believe has yet to happen in this case.  More important is that the board of Trustees follow its own rules.  That hasn't happened, either.

Members of the board of trustees should and must know better.  Many are current or former CEOs, including the chairman, Hiroyuki Fujita, who chairs at least one other board and serves on several more. Indeed, most have served on other boards; at least five are attorneys, and one is the former secretary and senior advisor to the board of trustees.  With this range of experience and expertise, it is more than disappointing that board members still need to learn the requirements of their bylaws.  Their lack of this basic understanding of their most important responsibility raises serious questions about their commitment to Ohio State's faculty, staff, students, and alums.

The trustees have created a perfect storm.  Not only have they refused to provide any degree of transparency regarding the reasons for President Johnson's early departure, but it appears that they have violated their own duly adopted and published bylaws--the core governing documents of the university.

Based on everything we know so far, all evidence is that President Johnson resigned.

If true, she isn't entitled to any payment beyond her last day as president.  If she has been terminated without cause, the board of trustees must take this action publicly. Otherwise, they are violating the terms of Johnson's contract and their bylaws.

In doing so, they are costing the taxpayers and tuition payers nearly $1 million.  That's enough for 75 full in-state scholarships this year. They need to perform their legal obligation as fiduciaries for the university.

The story behind Johnson's leaving Ohio State may never be known. But we have rarely seen a president leave a university before completing their contract without receiving some type of payout.

Yet even such payouts require the board of trustees to follow their bylaws. At a minimum, the trustees owe the faculty, staff, students, alums, and the Ohio State community an explanation regarding President Johnson’s departure.  

James Finkelstein is professor emeritus of public policy at George Mason University and holds both his masters and doctoral degrees from Ohio State University. Judith Wilde is research professor in the Schar School of Policy and Government at George Mason University.

This article originally appeared on The Columbus Dispatch: Why is Kristina Johnson’s going to get nearly $1 million after she leaves OSU?| Opinion