Background


What is the Woodrow Wilson School?

The School of Public and International Affairs, as it was originally named, was founded at Princeton in 1930.  As its name suggests, it was created to prepare students for leadership in public and international affairs. In 1948 the School’s graduate program was established and the School was renamed to honor former Princeton President, and former U.S. President, Woodrow Wilson. In September 2005, the Woodrow Wilson School celebrated 75 years of preparing talented individuals for careers in the service of the nation and the world.

Today, the School offers a distinctive inter-disciplinary undergraduate program and three graduate courses of study: a two-year, full-time, residential Masters in Public Affairs program; a one-year, intensive, mid-career Masters in Public Policy program; and a rigorous Ph.D. program. The School educates a wide range of students from the U.S. and around the world who seek to apply their knowledge and skills to the solution of vital public problems in both the domestic and international realms. It boasts a public policy-oriented faculty of exceptional teachers who are also superb scholars and practitioners in disciplines that include politics, economics, sociology, psychology, physics, molecular biology and geosciences.  Individually and as members of a variety of world-class research centers and programs, these faculty examine and influence the international and domestic policy environment through research and outreach efforts, which in turn add depth and vitality to the teaching program.

What is the Robertson Foundation?

In 1961, Marie Robertson, wife of Charles Robertson, Princeton Class of 1926, bestowed a generous gift on Princeton in the form of $35 million of shares in The Great Atlantic and Pacific Tea Company to expand and support the graduate program at the Woodrow Wilson School of Public and International Affairs. The structure which Mrs. Robertson used for her gift would now be described as a “supporting organization” of Princeton University. [See: What does it mean for the Robertson Foundation to be a “supporting organization”?] This organization was established as a non-profit Delaware corporation, called the “Robertson Foundation,” the assets and income of which were dedicated “to and for the use of” Princeton University.

Who was the donor?

Marie Robertson was the donor.  The A&P stock worth $35 million that was used to found the Robertson Foundation was held in her name. Mrs. Robertson died in 1972.

Who was Charles Robertson?

Charles Robertson, a 1926 graduate of Princeton University, was Marie Robertson’s husband. For the Robertson Foundation’s first 20 years, Mr. Robertson chaired its board. In 1977, he wrote that he “never had cause for regret” that his wife had provided support for the Woodrow Wilson School, which he described as “first rate” and “doing an outstanding job.” Mr. Robertson died in 1981.

How is the Robertson Foundation governed?

The Robertson Foundation is a Delaware non-stock, not-for-profit corporation governed by a seven-member Board of Trustees. In accordance with the Foundation’s governing documents, and to satisfy applicable tax law [See: What does it mean for the Robertson Foundation to be a “supporting organization”?], Princeton appoints four members to the Foundation’s board and the Robertson family appoints three members. This governance structure has been in place since the Foundation was incorporated in 1961. [Document: Excerpts from the Foundation Certificate of Incorporation (.pdf)] From the founding of the Foundation in 1961 until his passing in 1981, Marie Robertson’s husband, Charles, chaired the board, and in that capacity he played an active and valued role in supporting the expansion and development of the Woodrow Wilson School’s graduate program. Since 1981 the board has been chaired by the President of the University.

The Foundation’s board meets no less than annually. The Foundation has a committee that oversees investment strategy, as well as a budget committee that reviews the Foundation’s spending.

Why did the donor and Princeton agree on this governance structure?

This structure was important to both the donor and to Princeton.

Mrs. Robertson's advisors wanted to make certain that her charitable gift received favorable tax treatment allowed under the law. To obtain a ruling from the Internal Revenue Service granting such treatment, Mrs. Robertson's representatives made written commitments to the federal government that Princeton, not the Robertson family, would control the Foundation—a requirement for the tax benefit that Mrs. Robertson received for the gift. [See: How did the Robertson Foundation become a supporting organization?] [Document: Excerpt from the May 4, 1961 Myers Memorandum (.pdf)]

Princeton made clear that it could not accept the gift without legal certainty that the University would maintain control over the Foundation and receive continuous financial support. [Document: President Goheen's May 1, 1961 Letter (.pdf)] This certainty was essential before Princeton could undertake such major and long-term commitments as constructing new buildings and hiring tenured faculty. [See: In its discussions with Mr. and Mrs. Robertson, did Princeton discuss the fundamental importance of preserving University control over academic judgments?]

Who were the original Robertson-designated trustees?

The original Robertson-designated trustees were Marie Robertson’s husband, Charles, General Andrew J. Goodpaster, and Eugene W. Goodwillie.

For twenty years—from the founding of the Foundation in 1961 until his passing in 1981—Charles Robertson chaired the board.

General Andrew J. Goodpaster, a 1950 graduate of the Woodrow Wilson School’s graduate program, was a trustee of the Foundation for 41 years, from its inception in 1961 until he resigned on June 18, 2002, just one month before his fellow Robertson-designated trustees sued Princeton and the University-designated trustees to the Foundation. General Goodpaster spent more than four decades in public service, including as White House staff secretary to President Eisenhower, NATO Supreme Allied Commander, and commandant of West Point.

Eugene W. Goodwillie was a close friend and counselor to Charles and Marie Robertson. Mr. Goodwillie was a trustee and secretary of the Foundation from its inception in 1961 until his death in 1974. A practicing attorney, Mr. Goodwillie was an active participant in the creation and organization of the Foundation.

Who are the current members of the Robertson Foundation board?

The four Robertson Foundation trustees appointed by the University include Princeton President Shirley Tilghman, Princeton trustees Peter Wendell and Stephen Oxman, and Thomas Kean, former New Jersey Governor, president of Drew University and chair of the 9/11 Commission.

The three trustees appointed by the Robertson family are the donor’s son and daughter, William Robertson and Katherine Ernst, and Robert Halligan, who has stated that he is a distant relative by marriage of Charles Robertson. They are plaintiffs in the lawsuit against Princeton.

How has the Robertson Foundation governance process evolved since President Tilghman became President of the Foundation?

As president of Princeton University, Shirley Tilghman is president of the Robertson Foundation. Starting with her first Foundation board meeting in 2002, prior to the initiation of the lawsuit, President Tilghman has worked to promote an operating philosophy of transparency and accountability.

It is unfortunate that Mrs. Robertson's children chose to file a lawsuit instead of supporting President Tilghman's goals of modernizing the Foundation's governance procedures. Nonetheless, despite resistance by Mrs. Robertson's children (frequently underscored by their bloc-voting against governance reforms proposed by the University-designated trustees), President Tilghman has guided several new governance and spending initiatives at the Foundation, including:

  • Detailed reporting and formalized advance approval for future capital construction expenditures.
  • Improved financial reporting and presentation of advance budgets that show prospective Foundation expenses in detail.
  • Formalized advance approval for ongoing expenditures to support centers, programs or projects in excess of $250,000 a year.
  • Updating the framework for determining and allocating Robertson Foundation contributions to the Woodrow Wilson School’s graduate program (the 40-year-old “Bowen Formula”) by instituting a modernized funding allocation process (the “Slaughter Formula”) and creating a Foundation budget committee. [See: What is the Scholars in the Nation's Service initiative?]
  • Appointing an independent Secretary-Treasurer for the Foundation who exercises responsibility to authorize the transfer of funds.
  • Proposing and adopting formal treasury services and investment management agreements between the Foundation and the University. The investment management agreement governs the additional layer of investment management of the Foundation’s assets now provided by the Princeton University Investment Company. [See: Why did the Robertson Foundation vote to engage PRINCO as its portfolio manager for the Foundation?]