Board Governance and System Modernization: A Shared Oversight Framework for Public Pension Leaders

By: Frank Karpinski, Linea Solutions

Public pension systems face growing operational, cybersecurity, and reputational risks as legacy platforms lag behind rising member expectations, regulatory scrutiny, and workforce constraints, making modernization unavoidable. When boards and executives stay aligned through consistent oversight questions and transparent governance, modernization efforts are better positioned to manage risk, sustain momentum, and strengthen public trust.

Public pension organizations operate in a systems environment that is evolving faster than many of the platforms that support their operations. Legacy systems that once served plans well now present increasing levels of operational, cybersecurity, and reputational risk.

At the same time, member expectations, regulatory scrutiny, and workforce realities continue to shift. As these pressures converge, system modernization is no longer a technology discussion: It has become a shared governance and leadership issue, one that benefits from alignment between boards of trustees and executive leadership.

Modernization initiatives affect nearly every part of a pension organization, including:

• Operations
• Staff capacity
• Member services
• Data
• Communications

The role of the Executive Director during modernization: leading and executing these efforts.

The role of the Board during modernization: provide oversight, set expectations, and understand risk within their fiduciary and statutory roles.

When modernization is framed solely as an IT project, organizations risk misalignment, either through under-engaged boards or leadership teams carrying execution burdens without clear governance guidance.

When it is framed as a leadership responsibility shared between governance and management, organizations are better positioned to manage risk and sustain momentum.

One effective way boards and executive directors remain aligned is by grounding discussions in a consistent set of oversight questions.

What oversight questions are not intended to do: evaluate performance or second-guess management decisions.

What oversight questions are intended to do: provide a shared governance framework that supports disciplined oversight and confident execution.

Examples include:

• What risks are we managing by modernizing and what risks do we accept by waiting?
• Do we have the information needed for effective oversight and informed execution?
• How will success be measured in terms meaningful to members and stakeholders?
• What reporting structures will allow management to lead confidently while keeping the board appropriately informed?
• How will we communicate transparently if challenges arise?

Used consistently, these questions reduce friction, prevent surprises, and reinforce trust between boards and executive leadership.

Effective modernization governance depends on role clarity.

Executive Directors lead vendor management, project execution, and organizational change.

Boards provide oversight of risk and readiness, clarity on priorities, and accountability aligned with fiduciary and statutory responsibilities.

Public pension systems operate in an environment where trust is essential. Modernization efforts may surface legacy data issues or process inefficiencies. Addressed transparently, these realities strengthen credibility with members, auditors, and policymakers.

A third-party advisor can help public pension boards and executive leaders by strengthening governance frameworks, clarifying oversight expectations, and aligning leadership early in modernization efforts. Ensure their approach emphasizes fiduciary clarity, role discipline, and transparent decision-making to help pension organizations manage risk while sustaining momentum and public trust.

Successful modernization is rarely the result of technology alone. It is the product of aligned leadership — where boards and executive directors operate as partners, asking the right oversight questions and maintaining a shared focus on mission and public trust.

About the author: Frank J. Karpinski brings over three decades of distinguished experience in retirement system management at the Employees’ Retirement System of Rhode Island (ERSRI) to Linea Solutions as a Principal Consultant.

As the Executive Director of (ERSRI), Frank led the modernization of two core line of business and financial systems and guided the organization through a constantly evolving landscape, including multiple pension reform changes.

Frank is a recognized leader in the National Association of State Retirement Administrators (NASRA), where he was President in 2023. He also served on various committees of the National Council on Teacher Retirement (NCTR), advising on policy, governance, and legislative matters.

In 2021, Frank was honored with the Gary S. Sasse Distinguished Public Service Award by the Rhode Island Public Expenditure Council.