November 30, 2018

Board of Leaders
Corporate Advisory Board
USC Marshall School of Business
3670 Trousdale Parkway
Los Angeles, CA 90089

Board of Advisors
Leventhal School of Accounting
University of Southern California
3660 Trousdale Parkway
Los Angeles, CA 90089

Ladies and Gentlemen:

As many of you know, I am a 1979 MBA and benefactor of the Marshall School’s Lloyd Greif Center for
Entrepreneurial Studies. Today, I am also the bearer of extremely bad tidings.
Earlier this week, Jim Ellis was summoned to a meeting with USC’s Interim President Wanda Austin and
General Counsel Carol Mauch Amir and told—in the words of a terse, two-paragraph letter—“as you
know, all deans serve at the pleasure of the President. I have decided to exercise my option under your
contract of appointment to make a change in leadership of the Marshall School. Accordingly, I am
notifying you that your appointment as dean will terminate at the end of the current fiscal year, on June
30, 2019.” The appointment to which Wanda referred was to run until June 30, 2022.
To say that this rash decision, made by an Interim President, appears to make no sense and is virtually
guaranteed to inflict grievous harm on the Marshall School and the University of Southern California
would be a gross understatement. In my 40 years’ association with the business school, Jim Ellis is far
and away the best dean the school has ever had. He is a decent and honorable man who doesn’t have a
racist or sexist bone in his body. This dean bears no resemblance whatsoever to the deans who have fallen
before him—Puliafito (substance abuse), Varma (sexual harassment), and Flynn (questionable ethics and
potential criminality).
In a tactic reminiscent of the depths of the hysteria of the McCarthy era, Jim has been accused of failing
to act upon a series of complaints registered with the University’s Office of Equity and Diversity (“OED”)
since 2009 that were made, not against him, mind you, but against various Marshall faculty and staff. Of
these complaints, Jim was only notified of approximately 10% of them (presumably the handful
that OED deemed worthy of further review), all of which he dutifully investigated and resolved.
Most of these were found to be baseless. Yet he’s now being retroactively held accountable for the
University’s—not the Marshall School’s—broken governance policies?

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November 30, 2018
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USC recently retained the Cooley LLP law firm to conduct a study of these complaints. Cooley apparently
(“apparently” because Jim has never been provided a copy of this study, despite repeated requests to
review it) found fault—not with OED, which failed to notify the dean of the school from which the
complaints emanated, but with Jim for not acting upon complaints of which he had no knowledge. None
of these other complaints were substantiated, and none of them involved egregious activity of any type.
The members of the Board of Trustees who have been permitted to review the Cooley study were unable
to discern any grounds for removing Jim as dean. One member went so far as to describe the report as
“garbage in, garbage out.” Yet our Interim President, whose job should be to hold USC together while a
permanent president is identified and secured, has exercised her prerogative to terminate Jim anyway,
without giving him the opportunity to even review the charges against him, let alone respond to them.
This is a kangaroo court of the highest order.
If you want facts, here are the real facts: Jim’s accomplishments since being named Dean in 2007 are
impressive and numerous. Marshall faculty have won university-wide student mentoring awards 25 times
during Jim’s tenure—that’s a USC-leading ratio of award winners to tenure track faculty of 21%. By
comparison, Viterbi’s ratio for the same period was 18.5%, Annenberg’s 19% and Dornsife’s 15%. The
Marshall School itself also won the highly-coveted Culture of Mentoring Award in 2010 and the Provost
Mentoring Award (the highest mentoring award at the University) was bestowed upon two Marshall Vice
Deans of Faculty—John Matsusaka in 2015 and Nandini Rajagopalan in 2017.
The Marshall School under Dean Ellis has also been a trailblazer for USC in developing and implementing
diversity and inclusion initiatives and outcomes. Five of the seven members (71%) of the Dean’s Cabinet
are women—the Vice Dean for Faculty & Academic Affairs (Rajagopalan), Vice Dean for Graduate
Programs (Suh-Pyng Ku), Vice Dean for Online Education & Centers of Excellence (Sandra Chrystal),
Associate Dean for External Relations & Chief Development Officer (Rachel Morrell) and Associate
Dean for Marketing & Communications (Evie Lazzarino). Further, four of the nine members of the
Department Chairs Council are women, as are five of the seven members of the Marshall Faculty Council,
including the Chair. In 2015, Marshall was also the first school on campus to appoint a Faculty Diversity
Recruitment Advisor (Sharoni Little) and was the first full-time MBA program of any major university
to achieve gender parity (the Class of 2020 is 52% female).
In addition to increasing the composition of women from 32% to 52% in just one year, the school also
drove impressive gains in its percentage of underrepresented minorities from 16% to 22% which,
according to Poets and Quants (https://poetsandquants.com/2018/10/25/meet-usc-marshalls-mba-
class-of-2020/), is a high among all top business schools. Marshall was also one of the first schools at
USC to implement mandatory unconscious bias training for all recruiting committees and mandatory
diversity and inclusion training for all faculty. And Marshall has consistently been commended by the
Provost’s Office for the transparency, thoroughness and care evident in its tenure and promotion cases.
The Marshall School under Jim’s astute leadership is on a spectacular upward trajectory. In Bloomberg
BusinessWeek’s 2018 annual survey of the Best B-Schools (https://www.bloomberg.com/business-
schools/2018/), USC Marshall was ranked #13, its highest ranking ever on any survey. To place that
in proper perspective, Marshall tied with NYU Stern, came in right behind Carnegie Mellon (Tepper),
Yale and Cornell (Johnson), and is a stone’s throw away from Columbia, Northwestern Kellogg, and
Virginia’s Darden School. And we handily beat UCLA Anderson (#17). Marshall is knocking on the
November 30, 2018
Page 3

door of a Top 10 ranking. In the U.S. News and World Report rankings, Marshall’s graduate school has
moved from #31 to #20 since 2015. In The Economist, the ascent has been even more dramatic: from
#71 to #28 in the world and from #44 to #21 in the U.S. over the past three years. This strong MBA
performance joins an undergraduate business school already consistently ranked in the Top 10. Both the
Leventhal School of Accounting and the Greif Entrepreneurship Center are consistently ranked among
the Top 5 and 10 such institutions in the nation, respectively.
Jim Ellis is part of the solution to what ails USC, not part of the problem. This is not my opinion—this
is fact. In Bloomberg BusinessWeek’s ranking, Marshall uniformly received the highest rating—
“extremely positive”—for its treatment of: (i) racial, religious and ethnic minorities; (ii) women; (iii)
people of all sexual orientations and gender identities; (iv) international students; and (v) people with
disabilities (https://www.bloomberg.com/business-schools/2018/usc-marshall/).
Finally, Jim has managed all of this internal achievement while fostering strong alumni and outside
business community bonds. State-of-the-art undergraduate classroom building Fertitta Hall is the most
concrete embodiment of that, along with the more than $450 million he has raised for USC’s capital
campaign, exceeding all schools but Dornsife, Keck and the Athletic Department. And the Marshall
School’s Board of Leaders and Corporate Advisory Board along with the Leventhal School’s Board of
Advisors, of which you are all members in good standing, number nearly 200 strong.
I agree that the word that best describes the culture at the Marshall School begins with a “t,” but that word
is thriving, not toxic. The Marshall School is a role model for other schools across campus, and Jim is
the standard bearer for all deans at USC. He should be emulated, not excoriated.
So, why is Jim being tarred and feathered? Good question, for which there is apparently no good answer—
at least not one the University seems willing to give. Jim has not been presented anything in writing
setting forth the reasons for his dismissal, despite repeated requests that he, his legal counsel and I have
made. From all appearances, he is being railroaded. A large number of USC Trustees are upset about
this decision and have voiced their opposition. Unfortunately, Board Chair Rick Caruso’s response has
been that “Wanda, as the University’s President, is empowered to make employment decisions, not the
Board.”
I respectfully disagree. Since when is an Interim President given the same unfettered power to make
personnel decisions as a permanent President who is selected by a Search Committee after a nationwide
search and given a five-year mandate to steer the University? Wanda is, in effect, a lame duck president
since the search is already well on its way to securing a new President and she is not in the running for
the post. The Board of Trustees should have the right to put a halt to termination proceedings involving
one of the most high-profile deans at the University, a person responsible for one of the most important
schools within the system, until such time as the Board has had an opportunity to weigh all of the evidence
in the matter, both exonerating and incriminating. Yet Jim has been handed his walking papers two weeks
before the Board of Trustees meeting on December 12th.
The Board, in exercising its fiduciary duty to the University, should certainly be able to request the
additional time necessary to determine whether this dean should stay or go. If the Board determines that
Jim should serve out his term as dean, it should advise Wanda that she should not terminate Dean Ellis
because it is not in the best interests of the University. Wanda's job may be to run the University, but the
Board's job is to protect the University from harm, and a wrongheaded discharge of the Dean of the
November 30, 2018
Page 4

Marshall School will cause untold damage to USC and the Marshall School. Besides the obvious
disruption to the Marshall School's current, strongly positive trajectory, how many other deans will dust
off their resumes and start looking for positions elsewhere once they see that one of the most successful
and loyal deans in the University system has been unceremoniously canned, his reputation tarnished for
no good reason? And what top-tier candidate would be willing to step into Jim’s shoes with an Interim
President steering the ship into even more troubled waters?
There is no question USC is in turnaround mode right now. But we should not be engaging in a 2018
edition of the Salem witch trials. Jim Ellis is a poster child for what a model dean should be. The crisis
currently afflicting USC, the Keck School of Medicine, the Suzanne Dworak-Peck School of Social Work
and the Sol Price School of Public Policy will spread to the Marshall School if he is precipitously removed
without reasonable grounds for doing so.
If Jim did something so egregious that he should leave the Marshall School, then USC should provide
evidence that substantiates that Draconian penalty and fire him. Instead, the University has been
pressuring him for the past two months to “retire.” That’s the same lack of transparency that got USC
into its current trouble to begin with. Puliafito “retired.” Tyndall “retired.” And we’ve been dealing with
the untoward consequences ever since. If USC is to truly change its culture and adopt the transparency
Rick Caruso has oft-repeated as an overriding goal in his recent public pronouncements—the
transparency that is already firmly in place at the Marshall School—then Jim should be terminated
if he is responsible for a serious sin of commission or omission. The Jim Ellis I know did nothing wrong
personally and nothing wrong occurred on his watch of which he was aware and swept under the rug. On
the contrary, he is one of the best things USC has going for it right now.
In his pronouncement of May 25th, Rick said that “we have heard the message that something is broken
[at USC] and that profound and urgent actions are needed.” Unfortunately, the ouster of the longstanding
dean of one of USC’s most important schools without any discernible basis is more of this same “broken”
process.
Fellow board members, I invite you to vocalize your strong opposition to this precipitous, irrational action
by reaching out directly to Wanda (wma2@usc.edu), Rick (rcaruso@caruso.com) and any other Trustees
you know to voice your concerns. This is not a time to sit on the sidelines. We need you on the playing
field—now. And, of course, please feel free to reach out to me directly should you have any questions
about this dire situation.
Jim has dedicated over 21 years of his life—more than half as Dean and Vice Provost for Globalization—
to this institution. He has done nothing to deserve this fate. Quite the contrary, Jim Ellis should be
celebrated, not censured.
Fight on!

Lloyd Greif
President & CEO
December 6, 2018

Board of Trustees
University of Southern California
3670 Trousdale Parkway
Los Angeles, CA 90089

Dear Members of the Board of Trustees:

This is no longer about whether Jim Ellis stays or goes as Dean of the Marshall School of Business.
This is now far more serious than that: It is about whether the University of Southern California
is going to have the courage to banish the demons of the last 18 months, aligning its actions with
its words and transforming itself into a model of transparency, fairness and due process or
continuing to be a pariah among major colleges and universities. Last August’s change in Board
Chair and President was supposed to signal a dramatic break from the recent past, when decisions
impacting personnel and the important constituencies of the University—students, faculty, alumni
and parents—were made far from the watchful eyes of the faculty and public. Unfortunately,
recent events have proven that not to be the case as this new administration has led us into an even
darker abyss.

Since I sent a letter last Friday to the Marshall School’s Board of Leaders (of which I am a member)
and Corporate Advisory Board, along with the Leventhal School’s Board of Advisors, apprising
them that Jim had been terminated as dean effective June 30, 2019, USC’s administration has gone
all the way to DEFCON 1, simultaneously launching a disinformation campaign while
endeavoring to silence its critics, both from within and without. Here is the extremely troubling
sequence of events:

Jim was given written notice that he was being terminated in a meeting with Interim President
Wanda Austin and General Counsel Carol Mauch Amir at 11:30 am on Tuesday, November 27th.
The terse meeting lasted less than 10 minutes. As Jim was out of town on Marshall School business
the following two days, the earliest he could assemble and meet with the Marshall School’s Faculty
Council and department chairs to apprise them of his near-term departure was last Friday
afternoon. Later that same day, I emailed my letter to the various Marshall Boards informing them
that Jim was being replaced. Little did I know that my letter would go viral.

The first attempt to silence the critics occurred last Saturday, when Senior Vice President for
University Advancement Al Checcio (the University’s chief fundraiser) reached out to me,
marking USC’s move to DEFCON 4. He endeavored to reason with me, suggesting that I was

633 WEST FIFTH STREET • SIXTY-FIFTH FLOOR • LOS ANGELES, CALIFORNIA 90071-2005
TELEPHONE (213) 346-9250 • FACSIMILE (213) 346-9260 • OWL@GREIFCO.COM
Board of Trustees
University of Southern California
December 6, 2018
Page 2

hurting the very institution that I cherish. I told him that I was fighting for the very heart and soul
of USC, at which point he lamented that this was going to be “another bad year for the University.”
In his defense of Wanda’s action, he misstated that Jim had seen all of the Title IX complaints
when and as they were registered with the Office of Equity and Diversity (“OED”) during his
tenure as dean. When I corrected him, advising Al that Jim had received only 10% of them (more
about that later), he expressed surprise and said he would look into the matter and get back to me.
As of this writing, I have not heard back from Al.

At 8:33 on Monday morning, with word beginning to spread in the Marshall School as a result of
both his meeting on Friday and my letter, Jim, at the urging of his senior leadership team, issued
a communiqué to Marshall faculty and staff announcing that he had been asked to leave his post
on June 30, 2019. Knowing people would be blindsided by this news, he explained: “To the best
of my knowledge, this decision was not based on anything I personally had done, but rather a
cumulative record of OED cases from Marshall. The vast majority of these cases were never
brought to my attention. Nevertheless, this apparently has led university leadership to believe that
we do not have a positive culture here. Therefore, they feel a change in leadership is in order.
The Faculty Council is asking for a meeting with the President to understand how we came to this,
and there are many external stakeholders who have sent in concerns for the school. There are
concerns about process, transparency and reputational damage...I will communicate more as I
learn it.”

Jim’s reasonable effort to answer his faculty and staff’s mounting questions in writing and prevent
rumors from spreading caused the university’s administration to go to DEFCON 3. At 7:43 that
evening, Provost Michael Quick hurriedly—so hurriedly he misspelled his own name “Mlchsael”
in the covering email—sent a memo to Jim, stating: “I was deeply disappointed to learn of the
email you sent to Marshall’s faculty earlier today. With that communication, you misused the
Office of the Dean to advance your own personal agenda, and you placed your personal interests
over the interests of Marshall and the University. Moreover, your email put faculty in a position
where they may feel pressured to show support for you because of your current role, and out of
fear of retaliation. That showed an alarming lack of judgment. I realize you disagree with
President Austin’s decision. However, you cannot abuse your role to try to change her mind. If
you do that again, you will be subject to further action.”

This second, more blatant attempt to silence communication inconsistent with the party line was
more effective than the first: By, in effect, threatening to terminate Jim for cause were he to dare
to be so bold as to speak the truth on a college campus and defend himself and his good name, the
administration succeeded in muzzling him. Retaliate? Seriously? Since when is a lame duck dean
who is on his way out the door going to be able to pressure or retaliate against his faculty? Is USC
so worried that Marshall School faculty will come out strongly in support of retaining Jim that
they wanted to undermine and taint any such action by the faculty before it even happens? If USC
Board of Trustees
University of Southern California
December 6, 2018
Page 3

really fears that Jim Ellis, a man of impeccable character and comportment, is the type of individual
who would retaliate against his faculty, then why not terminate him on the spot instead of seven
months from now?

This appears to have been the first step of a two-step strategy: First, you silence the dean while
simultaneously undermining the credibility of his Marshall School faculty supporters, then you put
your own spin on why he is leaving the school. Then USC went to DEFCON 2 when, at 9:21 the
following Tuesday morning, the USC Alumni Association issued an “important letter” from
Wanda Austin. The first sentence seemed to imply Jim was departing voluntarily: “Jim Ellis will
step down from his position as dean of the USC Marshall School of Business, effective June 30,
2019…[but] will continue to serve as a member of our faculty.” But that pleasant imagery
dissipated later in the letter: “Because this is a personnel matter, we are limited in what we can
share about this decision. The decision regarding Dean Ellis’ role at the university was made
after careful deliberation. I personally met with Dean Ellis as did several others. In addition, we
consulted with outside legal counsel to the Board of Trustees and external human resource experts.
At the end of this process, I informed Dean Ellis that he would remain as dean through the end of
this academic year, but that a new dean would be appointed for the coming school year.”

Wanda’s version of the events was parroted by Board of Trustees Chairman Rick Caruso in his
form letter responses to the hundreds of emails he has received (and continues to receive) from the
groundswell of support for Jim stemming from my letter. They both practice doublespeak so well,
George Orwell would be proud. Rick’s canned response: “All deans, including Dean Ellis, serve
at the pleasure of the President. Dr. Austin’s decision regarding Dean Ellis’ role was preceded
by a thorough internal process, careful deliberation, and consultation with senior administrators,
legal counsel to the University, legal counsel to the Board and an external human resources expert.
In addition, Dr. Austin and other senior administrators personally met with Dean Ellis. At the end
of this process, Dr. Austin told Dean Ellis that he would remain as a faculty member, and would
also remain as dean through the end of this academic year, but that a new dean would be appointed
for the coming school year.”

Sounds like Jim got a fair hearing, with complete transparency and due process, correct?
WRONG. This shameless disinformation campaign marks a new low for USC, just when we
thought the institution couldn’t go any lower. Let’s examine it piece by piece:

The “thorough internal process and careful deliberation” primarily consisted of a study by Cooley
LLP (“legal counsel to the university”) of racial and gender bias complaints made to the OED
between 2009 and 2017—a period during which Jim was dean—about Marshall faculty and staff.
Of these complaints, only about 10%—an amount you can count on both hands—were deemed
sufficiently worthy of being passed on to the dean for further investigation and resolution. Jim
dealt with all of those timely and appropriately. None of the complaints alleged any egregious
Board of Trustees
University of Southern California
December 6, 2018
Page 4

misconduct, and none of them involved inappropriate behavior by Jim. To this day, Jim has not
been allowed to see the Cooley report, despite repeated requests to do so by him, his legal counsel,
a trustee and me.

Speaking of trustees, the handful of trustees who have been permitted to review the Cooley report
(they have to go to USC to see it and are not allowed to make copies) have variously described it
as “weak,” “made as instructed,” “garbage in and garbage out,” “junk” and “a piece of s—t.” They
have all stated that it does not provide any reasonable grounds for terminating Jim.

Among the Cooley report’s many flaws, it is based entirely on OED’s written records. No
interviews were conducted by Cooley of any of the people involved or implicated. Yet this is the
basis for ending a good and decent man’s career? Is it any wonder I have made reference to the
Cooley study as being reminiscent of Senator Joe McCarthy’s imaginary list of 205 Communists
in the U.S. State Department, a since-debunked list that nevertheless ruined countless lives just
like this opaque document is ruining Jim’s?

As for Rick’s statement that “Dr. Austin and other senior administrators personally met with Dean
Ellis,” the implication is that these meetings afforded Jim a fair opportunity to hear, review and
rebut the charges against him. Between October 3rd and November 27th, when Wanda handed him
his walking papers, Jim did meet with her, Michael Quick, Michael Blanton (Head of the Office
of Professionalism and Ethics), Todd Dickey (former Senior Vice President) and Al Checcio. But
in none of these meetings was Jim given or even shown a copy of the Cooley study even though it
was consistently cited as the evidence of his being unfit to lead the Marshall School. What actually
occurred in these meetings was repeated unsuccessful attempts to either pressure or persuade Jim
to retire. Jim has repeatedly and justifiably declined to do so. He knows that he has done nothing
wrong and that, in the wake of the “quiet retirements” of former disgraced Keck School Dean
Carmen Puliafito and USC Student Health Center gynecologist George Tyndall, retiring quietly is
retiring guiltily. In yesterday’s Los Angeles Times article, Wanda was quoted as saying, “'I wish
Jim had taken a different tack' in fighting his dismissal.” Where’s the surprise here? Innocent
people fight back when they’re wrongfully accused.

Both Wanda and Rick have stuck to the scripts of their robo-responses to the flood of personal
emails they have received since last Friday from outraged, shocked and disillusioned students,
parents, alumni, and supporters. The letters are receiving canned responses sent by clerical staff.
But Rick did deviate from the script for at least one response to a recent alumnus that I have
reviewed. Evidencing a surprising lack of even the basic facts surrounding Jim’s mistreatment, he
responded as follows: “With all due respect, neither you nor anyone supporting him know the
facts. Do you think [Jim’s] term was cut short without good reason? Why don’t you ask Jim to
circulate the investigative [Cooley] report, review it, then decide once you know the facts? You’re
a smart guy and I’m surprised that you have blindly asked for me to override Dr. Austin’s decision.
Board of Trustees
University of Southern California
December 6, 2018
Page 5

Also, your request flies in the face of good governance. She is the president of our university and
holds the authority to hire and fire.”

Either Rick does not know that Jim was never given a copy of the Cooley report despite his
repeated insistent requests to receive it, or he’s dissembling. When the alumnus responded to Rick,
inquiring whether Jim had received or even seen the report and requesting that it be released to
quell the protests, Rick reverted to form, stating “Personnel matters are protected by privacy
laws.” Rick’s reference above is particularly ironic. He is so blindly backing his hand-picked
Interim President that he needs a seeing-eye dog (named George Tirebiter Jr., of course) before he
walks off a cliff, taking USC’s reputation with him.

When the Los Angeles Times got wind of the story on Tuesday, USC went to DEFCON 1, issuing
“USC Marshall School Talking Points” to senior administrators and members of the Board of
Trustees. The first bullet point? “All deans serve at the pleasure of the president. These leadership
positions are separate administrative appointments apart from any faculty positions. Dean Ellis
was not terminated.” Really? Jim wasn’t terminated? I’m sure he will be happy to hear that…

It gets worse. At the bottom of the page, under the heading “On Culture Overall,” two more bullet
points are listed:

 “USC is doing what it must do to improve culture across the university campus, and that
includes making difficult decisions if necessary.

 The new Office of Professionalism and Ethics is looking more broadly across the campuses
to identify trends, view data more holistically, and to identify areas of concern.”

One can only hope OPE identifies real, rather than imagined, “areas of concern.” A good place to
start would be the Bovard Administration Building. And why is an “area of concern” one where
the dean, if a problem actually exists, is not given a reasonable opportunity to cure it? Deans do
not have the ability to conduct the overview that OED or OPE can, so how are they supposed to
discover a systemic issue or trend without the direct assistance of these offices?

The import of this behavior over the past week—coming from the highest levels of the
University—is truly disturbing and distressing to Trojan Nation. If the most beloved, inspiring
and accomplished dean on campus can be taken down as seemingly capriciously as Jim Ellis is
being dispatched, what does this mean for the values and principles for which this great university
once stood? Rick and Wanda came into office four months ago with an admittedly difficult
mission of restoring transparency, fairness and shared governance. Unfortunately, their actions to
date have not lived up to the promise of their appointments.
Board of Trustees
University of Southern California
December 6, 2018
Page 6

There was no shared governance in the decision to remove Jim as dean—the faculty of the Marshall
School, presumably the best judge of character of its dean, was not consulted prior to Jim’s
termination. When the Faculty Council first learned the news of Jim’s dismissal last Friday as a
fait accompli, they immediately requested an urgent meeting with the Interim President to air their
concerns about the apparent lack of due process and transparency. Wanda declined to meet with
them, delegating the Provost to meet with them instead. It wasn’t that long ago that President Max
Nikias declined to meet with USC’s Academic Senate, also referring them to Michael Quick, and
we all know how that story ended.

Clearly, there has also been an appalling lack of transparency and no due process. And the attempt
to squelch dissent by muzzling Jim and scripting the Board of Trustees flies in the very face of the
free discourse of opinions, thoughts and ideas for which American universities have historically
stood as paragons of free speech and liberty.

Rick’s refusal to perceive the difference between a permanent President and an Interim President
has both precipitated and prolonged the current crisis. Wanda did not seek to be President of
USC—she was drafted off the Board of Trustees during the University’s hour of need. Coming
out of the aerospace industry as a senior executive and a valued member of the Trojan family, she,
like all members of the Board, had neither the experience nor the qualifications to be President of
a major, 501(c)(3) academic institution like USC. Wanda was given an interim position to keep
the ship afloat (not sink it) while a search for a trained and experienced university president was
underway. The Board made a serious, but correctable, mistake in judgment in granting her the
same unfettered power as a President selected through an intensive, months-long national search
and vetting process and given a five-year mandate to govern. USC’s policy documents do not
provide for an Interim President, but they should, lest this situation arise again in the future.

Temporary employees should not be making decisions with long-term consequences without the
oversight and approval of the Executive Committee of the Board of Trustees. In this case, the very
decision is suspect. Why haven’t the salient facts that allegedly support this drastic action been
disclosed, assuming, of course, that they even exist?

If the overarching concern is to change the culture at the Marshall School, why isn’t Jim being
advised of the findings so that he and his faculty and staff can begin the process of curing the
supposed problem? Isn’t that the point? Jim has stated that he has zero problem with the contents
of the Cooley report—a report he has never seen—being made public. Jim has nothing to hide;
this administration apparently does.

Recall that, during the 2013-14 academic year, Jim proactively undertook a faculty survey
(extraordinary 89% response rate) to assess the culture and climate of the Marshall School. The
results were impressive, with the most positive dimensions related to faculty loyalty and pride in
Board of Trustees
University of Southern California
December 6, 2018
Page 7

being associated with Marshall. Most faculty also felt positive about their department
environment, with low levels of conflict reported and a strong level of support for the department
chairs. And just last month, Bloomberg BusinessWeek awarded Marshall its highest rating—
“extremely positive”—across the board for its treatment of: (i) racial, religious and ethnic minorities;
(ii) women; (iii) people of all sexual orientations and gender identities; (iv) international students; and
(v) people with disabilities (https://www.bloomberg.com/business-schools/2018/usc-marshall/). Not
to mention Poets and Quants recently commended the Marshall School for having more female
MBA students (52%) and more underrepresented minority students (22%) than any other major
business school in the land (https://poetsandquants.com/2018/10/25/meet-usc-marshalls-mba-
class-of-2020/).

Ask yourselves, if Jim really did something sufficiently egregious to warrant termination before
the end of his remaining 3½-year term, why is he being allowed to remain as dean for seven more
months and as tenured faculty forever? As I have oft repeated, if Jim is responsible for a serious
sin of omission or commission, he should be terminated immediately. If not, then the
administration and the Board of Trustees need to right this wrong, reinstate Jim Ellis as Dean of
the Marshall School and, most importantly, turn their attention to addressing all that ails the
University of Southern California, starting with a culture that requires major surgery before the
patient dies from these ever-deeper self-inflicted wounds.

Fight on!

Lloyd Greif
President & CEO

cc: Board of Leaders and Corporate Advisory Board, USC Marshall School of Business
Board of Advisors, Leventhal School of Accounting
December 11, 2018

Board of Trustees
University of Southern California
3670 Trousdale Parkway
Los Angeles, CA 90089

Dear Members of the Board of Trustees:

Tomorrow morning you will be meeting as a full board—not just the Executive Committee—and will
be presented with the opportunity to either send USC spiraling further into the deep abyss of the past
18 months or propel it forward into the bright sunshine of the dawning of a new age. You will have
the rare opportunity to take strong, decisive action to banish the demons seemingly unleashed by the
Carmen Puliafito scandal, demons characterized by an appalling lack of transparency, shared
governance and due process.

Some among you have sought to minimize your choices, saying that, as the Board of Trustees of the
great University of Southern California, it is your prerogative merely to hire or fire the President but,
short of that, you must stand on the sidelines and passively applaud the President’s on-field
performance, regardless whether you agree with it. This is a false Hobson’s choice.

The Board of Trustees has a fiduciary duty to USC and owes it the highest duty of care. That means
you are responsible for safeguarding the University from harm, whether wrought from internal or
external sources. As was the case with Puliafito, Varma, Tyndall and Flynn, the harm once again is
from within—only this time, it appears the administration is seeing ghosts of Christmas Past that are
entirely imaginary. Yet the harm is very real.

From all indications to date, Dean Jim Ellis has done nothing wrong—nothing to deserve the fate that
has been meted out to him: termination from his position as Dean of the Marshall School of Business,
the fourth dean to be dismissed in the past 18 months but the first one to refuse to go quietly, as he
knows he has done nothing wrong to deserve this fate and going quietly is going guiltily. If he has,
where is the evidence? The administration should present it, so that Jim, the Board of Trustees and the
faculty of the Marshall School may review, weigh and consider it.

USC’s new administration—Interim President Wanda Austin and Board of Trustees Chair Rick
Caruso—rode into office loudly proclaiming the dawn of a new age of transparency and shared
governance. But talk is cheap, and the University’s Academic Senate, the representative body of

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Board of Trustees
December 11, 2018
Page 2

USC’s faculty, called them out on it yesterday. Last evening, the Academic Senate unanimously passed
Resolution 18/19-04, which states as follows:

“Be it resolved, that we the Academic Senate, as the elected body of the Faculty of the University of
Southern California, endorse the following:

 We support the University of Southern California in its effort to improve the institutional
culture, including in diversity, equity and inclusion;
 We recognize that Wanda Austin, as Interim President of the University of Southern California,
has the right and responsibility to advance this cause, including by appointing and removing
Deans;
 However, we agree with the Marshall School Faculty that the decision concerning Dean Ellis
lacked shared governance and transparency as to the process;
 It is critical now and moving forward that faculty consultation occur in the decision-making
process, and this is essential to trust, accountability, and a well-functioning university.”

In its rush to judgment, the administration did not consult with any of the faculty of the Marshall School
in advance of deciding to terminate their Dean. Not their opinions about his leadership, where he was
taking the school from the perspective of diversity and gender parity, nothing. If they had, perhaps
they might have reconsidered the wisdom of their rash decision. In a survey of Marshall faculty
conducted within the past two weeks, the faculty overwhelmingly endorsed Jim Ellis, deeming him
“fair, unbiased and supportive of a positive culture.” In his ouster, the vast preponderance perceived
“a lack of due process and transparency.” Representative comments from the faculty included feeling
“shocked,” “troubled,” “fearful,” “dismayed,” “upset” and “outraged” about both the process and
the outcome. Mean scores for the four quantitative measures used to solicit perspectives regarding the
faculty’s assessment of Dean Ellis’ performance ranged between 4.5 and 4.8 on a scale of 5.0. These
results mirrored a similar survey during the 2013/14 academic year, when faculty once again rated
Marshall’s culture as positive.

So why hand this highly accomplished and beloved Dean his walking papers? Good question, for
which I wish I had the answer but only Wanda (and Rick?) knows for sure. The stated reason—the
Cooley LLP study of Title IX complaints made to the Office of Equity and Diversity (“OED”) between
2009 and 2018 involving Marshall School faculty and staff—does not hold up to scrutiny. The handful
of your fellow Trustees who have indicated they reviewed the report—other than your Chairman,—
have unanimously declared that it is not worth the paper it is written on. “Garbage in, garbage out” is
the least disparaging assessment of the Cooley study made by your colleagues; “a piece of s—t” the
most disparaging. Equally importantly, the Trustees who reviewed the report state that it
concluded that there was not a culture of discrimination at the Marshall School and that neither
Dean Ellis nor his leadership team discriminated on the basis of race or gender. Nor does it either
recommend or advocate for the dismissal of the Dean of the Marshall School, making this action
Board of Trustees
December 11, 2018
Page 3

all the more curious under the circumstances. Finally, none of the complaints lodged with OED
alleged any misconduct by Jim.

Jim has maintained throughout—and no one has disputed him—that he only received 10% of the
gender and/or racial bias complaints lodged against his employees. That’s totally in alignment with
USC and OED policy, which mandates that complaints of this nature be made to OED directly, not the
school from which they emanated. “Designated individuals, including the Reporting Party,
Respondent, Associate Senior Vice President for Human Resources (in cases against staff) and the
Provost (in cases against faculty) will be notified of the status of ongoing investigations. When
appropriate, OED will also notify managers and the senior vice president of the administrative unit or
the dean.” Administering discipline falls to the Associate Senior Vice President for Human Resources
for staff offenses and the Provost for faculty offenses, or their designees.

Jim should not be held accountable for the failures (if there are any) of USC’s governance policies in
the past. Neither the Provost, the Associate Senior Vice President of Human Resources nor the Director
of OED report to him, so he should not be the scapegoat for either their actions or their omission to act.
Further, an analysis performed by Marshall Board of Leaders’ colleague Jeff Morris and provided to
you last weekend, evidenced that the amount of Title IX complaints emanating from the Marshall
School during the period in question were a small fraction of the experience of other peer institutions,
such as Stanford or Yale.

In last Sunday’s Los Angeles Times, in an article entitled “USC Leader Defends Dean’s Ouster Amid
Protests,” Wanda appears to slander Jim, presenting his “removal as part of a broader effort to reform
USC’s culture.” Au contraire, as evidenced by two different Marshall faculty surveys spanning the
most recent five-year period, the Marshall School has a thriving culture, one that should be cloned
throughout the University. Wanda goes on to say, “This was not a hasty or rash decision.” Seriously?

Let’s look at the timing. Wanda was sworn in as Interim President on August 8, 2018. On September
20, 2018, the Office of Professionalism and Ethics was created. On October 3, 2018, Dean Ellis was
asked to resign by Provost Michael Quick, citing the Cooley report as grounds and stating that it is time
for new leadership to improve the culture at the Marshall School. On November 13, 2018, Wanda
wrote, “I am pleased to announce the launch of the President’s Culture Commission, which will oversee
our efforts to improve campus culture.”
Let’s not stop there. Let’s take a closer look at the President’s Change Progress Dashboard
(https://change.usc.edu/change-progress-dashboard-grid/), which provides a transparent method of
determining the progress the Interim President is making in assessing USC’s culture.
Accountability:
Create Office of Professionalism and Ethics (OPE). Completed
Form a new faculty committee to review results of faculty investigations and determine appropriate
discipline. Completed
Board of Trustees
December 11, 2018
Page 4

Redraft the university’s Code of Ethics and define and instill a culture of values and ethics throughout
the university. Information gathering
Transform Human Resources. In progress

Transparency:
Establish the USC Office of Ombuds Services with presence on both campuses. In progress
Create a senior vice president for communications position. In progress
Communicate how the university is implementing change. In progress

Wellness/Culture
Form and constitute the President’s Culture Commission. In progress
Establish Campus Culture Wellness Council to monitor and advise on evolving ethics standards. In
progress

So, a mere eight weeks into Wanda’s reign—a person who has never worked at a university before, let
alone run one—and just two weeks after OPE is established, the decision is not only made but
implemented to terminate Jim Ellis, dean of one of the most important and prominent schools on
campus? With none of these other culture initiatives yet put into place? And this isn’t a “hasty or rash
decision”? Are any of you troubled by this behavior, which your Chairman has repeatedly blessed? Is
this is the way forward to determine the culture of each of the 19 schools at USC? What are the specific
findings—since the Cooley report clearly doesn’t—that mandate termination of the Dean versus
undertaking any remedial projects at the Marshall School?

Let’s come back to last night’s resolution by the Academic Senate. They have every reason to be
concerned by the lack of transparency and shared governance here. Article 9.4 of its Constitution states
that the Academic Senate “shall be a deliberative and consultative body, with power to make studies,
reports and recommendations to the President of the University in any and all matters pertinent to the
wellbeing of the faculty.” The abrupt dismissal of a popular Dean without cause is sure to disturb the
wellbeing of not just the Marshall School’s faculty, but any faculty member who believes their dean,
like Jim Ellis, is part of the solution to what ails USC, not part of the problem. Just look at the
representative comments made by the Marshall School’s faculty during the recent survey conducted in
the wake of Jim’s unjust termination.

All of this makes it quite understandable that the administration appears to be in full-on damage control
mode. My letter of December 6th described in detail the administration’s apparent two-pronged attack
to silence the critics while simultaneously spreading disinformation. Jim’s gag order, imposed by
Michael Quick in his email of December 3rd, was lifted last Friday just two hours before a rally on
campus by faculty, students and alumni in his support. Jim was pressured by a Trustee to issue an
email to “calm everything down.” Jim did as requested, sending a “Message from Dean Ellis” stating,
“I am hoping that we can all calm down, take a breath, and evaluate where we are. We need for this
school and this university to continue on an upward trajectory, and we need for all of us to remember
that we have students in final exams, faculty who are grading these final exams, and people who are
preparing to celebrate their respective holidays with their families. That is who we are. We are
Trojans.” The effect of the email—which went to Marshall School faculty and staff but was posted by
the administration on USC-controlled social media where it would be seen by students and alumni (an
Board of Trustees
December 11, 2018
Page 5

administration that did not even think it was necessary to notify the Marshall School’s faculty and staff
of Jim’s termination and castigated the Dean when he sent out such a notice)—was to immediately sow
confusion, making some people wonder whether Jim was signaling that he was not in support of the
rally (which, by the way, he played no role in calling or organizing) and therefore people should not
attend. It clearly held down the crowd, although the rally still went forward as planned
(https://losangeles.cbslocal.com/video/3990611-usc-students-rally-in-defense-of-ousted-dean/).

Rick took Jim’s email and disseminated it to the Board of Trustees, perhaps to imply that Jim was no
longer upset about his dismissal. Nothing could be further from the truth.

Rick did the same thing with the Times’ Letters to the Editor, headlined “USC Old Boys’ Club,”
forwarding them to the Board as if the only people upset about Jim’s departure were wealthy donors,
the unfortunate and inaccurate angle played up in the Times’ article to which the letter writers were
responding. Rick sent the link to the three letters published by the Times, which by that flyspeck of a
sample showed two in favor of Wanda’s decision and one opposed. What Rick and Wanda
conveniently neglected to forward to the Board of Trustees were the hundreds of letters and emails they
have received from a broad spectrum of constituents ranging from students and their parents to faculty,
alumni, donors and members of the business community, all universally in support of Jim’s retention
and protesting his dismissal characterized by a total lack of transparency and due process. I,
unfortunately, mistakenly enabled this behavior by requesting members of the Marshall School’s
various boards to reach out to Wanda and Rick directly, not for a minute thinking that they wouldn’t
share these communications with the full board. I discovered this mistake when other Trustees advised
me they had received no such forwarded emails from the Chairman and Interim President (so much for
transparency, even within the boardroom), causing me to change tactics last weekend. For your
edification, a number of these letters can be found at https://sites.google.com/istandwithdeanellis.com
/home/home and a petition with over 2,000 signatures (and counting) demanding due process for Jim
and his retention until he receives a fair shake can be found at https://www.change.org/p/i-stand-with-
dean-ellis. The groundswell of support for this highly accomplished, beloved dean has been
overwhelming.

You should also be alarmed to learn that, besides the ongoing disinformation campaign by the
University’s administration, the active campaign to silence the critics continues, this time expanding
well beyond Jim and me to the entire Trojan Family. According to a number of parents, letters and
comments relating to the current controversy surrounding Jim’s termination have been deleted from
the USC Parents Group Facebook page and the ability for new comments to be posted has been shut
off. Administration of this group resides with USC…

At your board meeting tomorrow, you have a momentous decision to make. Do you acquiesce to what
appears to be a capricious termination of the best Dean the Marshall School has ever had or do you
take action to prevent this travesty from occurring? The argument will be made that Wanda may be
Interim President, but she is still President and deans serve at the pleasure of the President. This is the
only reason put forth publicly so far by either Rick or Wanda “justifying” Jim’s termination, other than
that it’s a “confidential personnel matter.” As we have discussed, the grounds for Jim’s dismissal
appear specious at best. What if this is just the beginning? Where does it end? When does the Board
finally stand up and be counted?
Board of Trustees
December 11, 2018
Page 6

Wanda’s precipitous action to terminate Jim was put in writing on November 27th, two weeks before
this very board meeting, even though she knew it was up for discussion and review at the meeting and
could easily have been delayed until then. Remember, Jim’s last day isn’t until June 30, 2019, nearly
seven months from now, another tacit admission that he has personally done nothing wrong and is not
a threat to students, faculty or staff. So, what would a two-week delay have cost the administration?
Why the mad dash to terminate him before the board meets?

Wanda precipitated this crisis of leadership and, in the face of widespread opposition by the Board of
Trustees and the Trojan Family, along with the Academic Senate’s criticism of the deeply flawed
process she employed to remove Jim, she should walk it back by determining that a more in-depth
review of the Marshall School and its Dean is required before any permanent action is taken. This, in
effect, is what the Marshall School’s Board of Leaders proposed in a letter submitted for the Board of
Trustee’s consideration last evening.

If Wanda persists in refusing to revisit her momentous decision to terminate Jim, then you have a
critically important decision to make. As shepherds of a non-profit institution, you have an obligation
to ensure that USC is not harmed. The failure to review a high-profile personnel decision—as this
most certainly is—and intercede where there is a miscarriage of justice or harm to the institution could
be an abdication of your fiduciary duties. The termination of Jim Ellis with neither due process
nor cause, once again perpetuating the University’s abhorrent lack of transparency, will
permanently and severely damage both the Marshall School and USC:

 Instead of improving the Marshall School’s already strong culture, it will destroy it. It already
has had a deleterious effect, with some non-tenured professors concerned that, if they speak up
for their beloved Dean, they will face retaliation from an administration that has already shown
no qualms about threatening the Dean. Just over the past two weeks, a number of professors
have told me, in emails and phone conversations, that they are afraid;
 Marshall School faculty and staff loyal to Jim and shocked by his mistreatment by the
University will leave the school for greener pastures. Top professors and administrators are in
high demand;
 The turmoil at the business school will cause high-achieving graduate and undergraduate
students to forego Marshall for a competing school;
 The Marshall School will crash in the rankings, further driving both top students and employers
away. Schools fall faster than they rise, and Marshall’s decline will be precipitous, from the
heights of #13 in Bloomberg BusinessWeek and #20 in U.S. News and World Report to out of
the Top 25 B schools. The undergraduate program will similarly fall out of the Top 10. In
addition to its impact on students and employers, this reversal in momentum will make it much
more difficult to attract superstar faculty;
 Donors loyal to Jim will flee in droves. They have already made noises to that effect,
threatening to cancel pledges, rewrite wills and forego pending and future gifts. One major
donor and member of the Board of Leaders has estimated that the damage to the University in
lost gifts could well exceed the cost of the Tyndall scandal. If you don’t believe me, read the
voluminous letters on the website and talk to Al Checcio;
Board of Trustees
December 11, 2018
Page 7

 The damage will not be limited to the Marshall School. USC will suffer from one end of campus
to the other. The lack of shared governance, transparency and due process will destabilize
faculty and administrators alike. Jim is held in high esteem by his fellow deans. His departure
without justification will set off a domino chain reaction among deans who will rightly perceive
they could be the next victim of this kangaroo court;
 Finally, USC itself will suffer from a continuing loss of prestige. The ongoing reputational
damage will be immense.

The Board should seriously reflect on whether it was appropriate to grant an Interim President—drafted
into office for a temporary, six-month transition period while a permanent, experienced university
president is identified and secured through a national search and vetting process—the same absolute
power over appointing and removing deans, each a CEO in their own right. One might also ask why
the rush to judgment, why a short-timer would hasten to make a long-term decision of such tremendous,
lasting impact? If Jim’s behavior was so egregious, why fire him, but keep him around as dean for
seven more months and indefinitely as a tenured professor? It makes no sense and reflects poorly on
the judgment of the Interim President.

For the sake of USC and for your own sake as fiduciaries, you should not rubber stamp this decision.
If Wanda declines to reconsider her decision, you should have a “no confidence” vote in her
administration and ask for her resignation. If she declines to resign, you should terminate her. If Rick
opposes the move in his capacity as Chairman, you should seriously question whose interests he is
serving and request his resignation, as well.

None of these are easy choices, but they all are a better choice than continuing to trample on USC’s
core values of integrity; free inquiry and the search for truth; caring and respect for the individual; and,
most importantly, a commitment to ethical conduct.

We already have a crisis of leadership in the C-Suite. Please do not compound it with a crisis of
leadership in the boardroom. It’s time to halt the downward trajectory and restart the upward climb.
Standing up to this injustice is the first sure step in that direction—do you have the courage to take it?

Fight on!

Lloyd Greif
President & CEO

cc: Board of Leaders and Corporate Advisory Board, USC Marshall School of Business
Board of Advisors, Leventhal School of Accounting