How Hershey Trust’s chairman found a summer job for his son
It was a pretty fast summer-job search for the son of the board chairman of the $12 billion Hershey Trust.
It was a pretty fast summer-job search for the son of the board chairman of the $12 billion Hershey Trust.
And his dad took care of it.
Robert Cavanaugh told the trust's top executive last April that his son Robert might have missed the window to get a summer internship and needed help.
Within days, the executive, Eric Henry, contacted two money-management firms under contract with the charity and emailed the son's resumé.
By the end of the month, both firms had made offers for summer internships. And the son chose JKMilne Asset Management, according to a confidential internal report on the hiring obtained by the Inquirer.
The internship has led to complaints of conflicts of interest at the top levels of the trust and to an internal probe by outside lawyers that cost the education charity $650,000 - 50 times what the son was paid and enough to finance tuition and board for five poor kids at the Hershey School for a year.
One law professor who reviewed the report for the Inquirer called it a "whitewash." He and other experts were surprised at the amount that was spent on the 17-page report: about $38,000 a page.
The Pennsylvania Office of Attorney General has asked Hershey Trust board members to reimburse the charity for the report's costs and is calling for the ouster of three Hershey Trust board members, including Cavanaugh, who is no longer chairman.
The report adds to the perception of endemic conflicts and self-dealing at the chocolate-funded charity that runs the Hershey School for 2,000 impoverished at-risk students, the nation's richest private school.
The confidential report by the law firm Weil, Gotshal & Manges is dated last Aug. 27, and it cleared then-board chairman Cavanaugh and Hershey Trust Co. CEO Henry of any wrongdoing.
"We do not believe that undue influence was applied even though the request came from the chairman to Mr. Henry and even though Mr. Henry identified to Mr. [John] Milne that the student seeking the internship was the chairman's son and [the Hershey Trust] is currently Milne's largest client," the legal report said.
Milne, the asset manager, "followed his typical hiring process, although because of the press of business he initiated it later in the year than he usually does," the law firm report said.
Hershey Trust spokesman Kent Jarrell declined comment for Cavanaugh, saying in a statement: "The board appropriately retained Weil, Gotshal & Manges to conduct an independent legal review of matters related to a potential conflict of interest concerning a board member. The law firm concluded the board member's conduct complied with the board's governance policies and with a 2013 agreement with the Office of the Pennsylvania Attorney General.
"The law firm recommended that the board should continue its effort to overhaul and clarify its governance documents to make them concise, consistent and easy to understand and use," Jarrell said.
The Hershey Trust board "expects to properly resolve" the issues raised by the Attorney General's Office, Jarrell said, including its request that the charity's directors pay the cost of the Weil Gotshal report.
Legal experts say that even the perception of a conflict can be a problem at a scandal-plagued institution such as the Hershey Trust, which was most recently investigated by the attorney general for the purchase of a $12 million luxury golf course with Hershey School funds and for soaring board compensation.
"It was designed to be a whitewash and it is a whitewash," Stewart E. Sterk, professor at the Benjamin N. Cardozo School of Law in New York, said of the report. "It's disingenuous to the extreme. The report takes at face value anything that the trust says.
"What is particularly absurd was that nobody else applied for the job but the report says [the internship] was available to the general public," Sterk said.
Vernetta Walker, chief governance officer at BoardSource, a nonprofit advocate for strengthening charitable governance, said of the internship: "What you are left with is the perception that somebody called in a favor. I'm not saying that's what happened."
Walker added that she was "blown away by the $650,000. My ears perk up when I hear $650,000. What was going on?"
Eleanor Myers, emeritus law professor at Temple University's Beasley School of Law, said, "A lot of the problem is how this looks."
The important thing, she said, "is to recognize when you are in a conflict and to make timely disclosure and to have the transaction blessed by those whose judgment is not affected by the conflict."
According to the Weil Gotshal timeline, Cavanaugh's hunt for an internship for Robert, then a junior at Bucknell University, began April 13, 2015, when he spoke with Henry. Henry was the chief executive officer and the chief investment officer at the state-chartered Hershey Trust Co. bank.
The Hershey Trust Co. acts as the fiduciary of the Hershey School's $12 billion in assets under a charitable education program conceived by Milton and Kitty Hershey more than 100 years ago.
The Hershey Trust Co. functions like the endowment-management arm of a major university. The bank board, chaired by Cavanaugh in 2015, also serves as the board of the Hershey School.
Cavanaugh was paid $332,666 as a director on two Hershey-related boards, the bank and the chocolate company, for the year ended July 31, 2014, IRS documents show. The Hershey Trust Co. paid Henry $783,286 over the same period.
According to Weil Gotshal, most students had obtained summer internships by January or February, so Henry was seeking an internship well past the time they were typically offered.
Henry first emailed Legato Capital Management L.L.C. in San Francisco, which managed $25 million for the Hershey Trust, as he looked for internships. Legato's top executive responded, asking for the resumé of Cavanaugh's son.
Henry also emailed John K. Milne, the chief executive officer of the firm that managed $584 million in Hershey charity assets, with the resumé, mentioning in the email that it was "our board chair's son."
Milne could not be reached for comment Tuesday.
Milne emailed Cavanaugh's son and spoke with him on the phone. The Milne firm had a summer intern program and had posted available positions at Carnegie Mellon University in Pittsburgh and Duke University in Durham, N.C., on March 27 - evidence, Weil Gotshal said, that the internship was available to the general public. Weil Gotshal said that nobody had applied for the internships at that point.
Milne offered Cavanaugh's son an internship April 23 - 10 days after Cavanaugh mentioned it to Henry - and he accepted the offer May 5. He was paid about $13,000 for 10 weeks.
The elder Cavanaugh attended five Hershey Trust board meetings between April 16 and early June but did not mention that his son had obtained an internship with a charity-connected asset manager, the Weil Gotshal report said in a footnote.
On June 7, Cavanaugh emailed a Hershey Trust vice chairman, retired Marine Lt. Gen. Richard Zilmer, officially telling him of his son's internship, the report said.
"Several months ago," Cavanaugh said in the Zilmer email, "my son became aware of a summer internship program being offered by JKMilne Asset Management. This internship opportunity was posted online at, among other places, Duke."
Weil Gotshal noted that Cavanaugh didn't mention asking for Henry's help in the Zilmer email. Cavanaugh told the Weil Gotshal attorneys that he did not want "any adverse impact" on Henry.
"While we found Mr. Cavanaugh's explanations to be credible," the report said, "we believe that he should have described Mr. Henry's role so that all the circumstances were clearly presented."
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