Boardroom Governance with Evan Epstein

(0:00) Intro.(2:09) About the podcast sponsor: The American College of Governance Counsel.(2:56) Start of interview. *Reference to prior episode with Richard (E126 from Feb 2024).(3:46) About his firm's 2024 SV150 Corporate Governance Report.(9:04) On Virtual (Stockholder) Meetings (89% of SV150).(11:23) Board Committee Structures. Audit, Comp, NomGov, and Others.(14:02) On SV150's approach to ESG, impact of new SEC.(18:53) On the evolution of boardroom diversity, impact of CA laws and Nasdaq Diversity Rule.(21:40) Why private ordering will become more important in corporate governance.(22:28) On dual or multi class share structures (-30% of SV150, and of those, 91% have sunset provisions).(25:25) On ServiceTitan's compounding IPO ratchet (reference to my article about it). "Governance is a spectrum"(31:29) On evolution of shareholder proposals in SV150. *Reference to E15 with Jim McRitchie.(36:30) On shareholder activism (7.4%) in SV150.(41:41) On the clawback policies of SV150 companies(48:27) On the backlash to Delaware incorporations and SV moving out of CA. Reference to WSGR's DE's Status as the Favored Corporate Home.(51:49) Biggest winner in business in 2024(53:27) Biggest loser in business in 2024(54:27) Biggest business surprise in 2024 (56:53) Best and worst corporate governance trend from 2024(58:28) What’s the biggest corporate governance trend to watch out for in 2025Richard Blake is a partner at Wilson Sonsini and the leader of the firm's public companies’ practice. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(2:05) About the podcast sponsor: The American College of Governance Counsel.(2:52) Start of interview. (3:36) Tom's origin story.(5:37) The start of his career with Merrill Lynch (1991-2008).(7:00) The financial crisis and his transition to the NYSE (2009-2013).(10:53) His time at BlackRock (2013-2022).(15:14) Defining private markets: "VC-backed pre-IPO private companies typically worth $1b ie. unicorns." Comparing public and private markets. Impact of the JOBS Act (2012).(18:47) About the Nasdaq Private Market (NPM). Why companies do tender offers in private companies. Managing secondary liquidity.(26:31) Distinguishing liquidity for employees, founders, and investors (cap table cleanup). Function of IPO.(32:40) On regulation of private markets ("private markets are under regulated"). Difference between public and private markets: information asymmetry.(41:23) Current private market dynamics (2021-2024). "We're optimistic that 2025 will be a great year"(45:32) On the role of AI: "it has been the story of the public markets and private markets in 2024."(50:26) Books that have greatly influenced his life.How to Win Friends and Influence People, by Dale Carnegie (1936) Never Split the Difference, by Chris Voss (2016) "Tactical empathy"(52:52) His mentors. (54:47) Quote that he thinks of often or lives his life by: "Whether you think you can, or think you can't - you're right," (Henry Ford)(57:05) Cultural differences in venture between NY and Silicon Valley.(58:19) An unusual habit or absurd thing that he loves: he's a volunteer pilot for Dogs for Good.(59:38) The person he most admires.Tom Callahan is the CEO and Manager of the board of managers of Nasdaq Private Market (NPM). You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(3:27) About the podcast sponsor: The American College of Governance Counsel.(4: 14) Start of interview. (4:56) Drew Shagrin's origin story.(8:12) David Chekroun's origin story.(14:15) About the Institute of Corporate Governance at ESCP Business School, based in Paris.(19:13) The focus of ICG between students, alumni, execs, directors, investors, state representatives, judiciary, and regulators.(24:57) Corporate purpose under French law: changed in 2019 to explicitly take into consideration E&S issues.(27:53) Comparing ESG trends from France & EU. The G is rooted in each member state, but E&S falls under the EU green deal.(33:50) On board diversity: differences between US, France & EU. Sources: Copé Zimmermann Law (2011), Gender Equality Index (2018): on gender pay gaps, and Rixain Act (2021).(41:32) On State Owned Enterprises (SOEs) and the role of the state in corporate governance.(45:46) On the role of the state in promoting tech industry (startups and scale ups). BPI.(48:55) On employee representation in the boardroom. In France, since 2013.(54:19) On Entreprise à Mission structures and PBCs, balancing profit with social responsibility (in AI). The Danone case.(58:24) Challenges of corporate governance in France: share value, board composition, and stewardship. AFEP and MEDEF.(50:38) What are the 1-3 books that have greatly influenced your life: David:The World of Yesterday by Stefan Zweig (1942)Lost in Translation: A Life in a New Language by Eva Hoffman (1989)The Anatomy of Corporate Law by Reiner Kraakman (2004)Drew:How Will You Measure Your Life? by Clayton Christensen (2012)(1:03:48) Who were their mentors, and what they learned from them.(1:06:11) Quotes they think of often or live their life by.(1:07:22) An unusual habit or an absurd thing that they love.(1:08:20) The living person they most admire. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(1:12) About the podcast sponsor: The American College of Governance Counsel.(1:59) Start of interview. (2:57) Heather Gates' "origin story."(5:17) Wolfe Tone's "origin story."(10:23) On the governance of privately-owned businesses. Distinction with having "outside investors." (15:20) On the nuances of family-owned businesses. *Reference to my podcast series on Succession show.(18:28) On growth of LLC structures.(20:53) On VC-backed company governance. *Note UC Law SF's VCBA.(23:42) On the value of boards and good governance. When is the right time for a more formal governance structure.(27:40) Deloitte Private Company Pulse Survey on Governance (from July 2024).(31:40) On Climate Risk and ESG in private companies.(34:16) On Cybersecurity Risk.(38:20) On the evolving role of independent directors in private companies.(42:28) On the rise of the public benefit corporation (PBC) structure in AI companies(46:08) On the role of the board in developing talent.(48:38) On the future of trust as a core tenant of governance.(50:38) What are the 1-3 books that have greatly influenced your life: Wolfe:The Art of War by Sun Tzu (roughly 5th century BC)Anything by Stephen Covey.When the Game Is Over, It All Goes Back in the Box by John Ortberg (2007)Heather:The Hard Thing about Hard Things by Ben Horowitz (2014)Boundary Boss by Terri Cole (2021)The Untethered Soul by Michael Singer (2007)(51:52) Who were their mentors, and what they learned from them.(53:36) Quotes they think of often or live their life by.(54:13) An unusual habit or an absurd thing that they love.(54:40) The living person they most admire.Wolfe Tone is the leader of Deloitte Private for the US and globally, and Heather Gates is the national Emerging Growth Company (EGC) business leader for Deloitte, overseeing the firm’s EGC, Private Equity, and Deloitte Private Audit & Assurance teams. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:20) About the podcast sponsor: The American College of Governance Counsel.(2:06) Start of interview. (3:20) Valeria's origin story.(6:14) On joining IBGC, its mission and focus: governance training, research, and regulatory work with CVM, B3, Congress, etc.(9:03) On the 25th IBGC Annual Summit.(11:11) On the state of ESG in Brazil.(15:15) On boardroom diversity in Brazil (20% female representation in public companies).(17:40) Geopolitics, and where Brazil stands between the U.S. and China.(20:56) Innovation and AI in Brazil.(24:44) On compliance and anti-corruption measures by boards in Brazil (post Lava Jato).(29:17) On the future of corporate governance in Brazil and her vision for IBGC.(32:52) The importance of board education and constant learning. On the issue of overboarding (new rule from Novo Mercado).(35:53) Books that have greatly influenced her life:Feliz ano velho. By Marcelo Rubens Paiva (1982)Theory U. By Otto Scharmer (2007) The Moment of Lift. By Melinda Gates (2019)(36:54) Her mentors. Her Dad.Pedro MeloVicky Bloch.(37:32) Quotes that she thinks of often or lives her life by.(38:00) An unusual habit or absurd thing that he loves.(38:32) The person she most admires.Valeria Cafe is CEO of IBGC, the Brazilian Institute of Corporate Governance. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:26) About the podcast sponsor: The American College of Governance Counsel.(2:13) Start of interview. (3:03) Barry's origin story.(7:00) Barry's board journey.(9:39) On distinctions between serving on public and private company boards: "you have the same fiduciary duties."(11:57) Evolution of boards in the last 30-40 years: "they have evolved for the better, but I don't think they've evolved enough." On board refreshment. On "non-traditional candidates" to boards.(15:52) About his Bay area Black Directors Succession Project (2015-2016) *Reference to the Black Directors' Conference.(18:40) About his Black Corporate Directors Time Capsule Project (2020)(19:51) About his Black Directors Video Archive Project (Current)(23:18) On board committee work. "As a new director, you ought to start in the audit committee."(26:44) On the Black Corporate Board Readiness (BCBR) Program at SCU, and its endowment under his name.(31:34) On the impact in California of SB-826 and AB-979. "I'm not a quota mandate person... but it worked." "I think we need to emphasize the business case for diversity."(37:20) On the backlash against ESG and DEI. "Two requests for Silicon Valley: to create interactive databases 1) aggregating all diverse board candidates, and 2) Dates/schedule of openings of board seats." *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.(45:54) Books that have greatly influenced his lifeCry, the Beloved Country. By Alan Paton (1948)Citizen Creek. By Lalita Tademy (2014) *his wifeJames. By Percival Everett (2024)(49:12) His mentors. Colin Powell and Vernon Jordan.George Schultz (at Bechtell, "start out with an executive summary, be brief")Franklin Williams(50:15) Quotes that he thinks of often or lives her life by.Nelson Mandela: "I never fail. I either win or learn."Vernon Jordan: "I'm here because I stand on many, many shoulders."Yogi Berra: "When you come to the fork in the road, take it."(50:58) An unusual habit or absurd thing that he loves: "Win the Day List"(52:08) The person he most admires.Barry Lawson Williams is a retired director who has served on the boards of 14 public companies. Since 2012, Barry has dedicated himself to promoting diversity in corporate boardrooms and mentoring Black professionals. Widely regarded as an icon in the Black corporate board community, he has led several impactful board-related projects. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:25) About the podcast sponsor: The American College of Governance Counsel.(2:11) Start of interview. (2:56) Zain Oke's origin story.(5:08) Dianna Jones's origin story.(8:25) Dennis Lanham's origin story.(12:00) How executive education works (as opposed to degree conferring programs)(14:22) On the origin and mission of the Black Corporate Board Readiness (BCBR) program at Santa Clara University.(17:41) On the role of community and mentorship at BCBR.(22:11) On lawyers serving on corporate boards.(30:50) On the legal challenges to SB-826 and AB-979 in California (board diversity laws).(40:00) On the politicization of the boardroom and the push back on ESG and DEI.(51:23) Recommendations for executives seeking to join their first board, and for boards considering diverse candidates. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:30) About the podcast sponsor: The American College of Governance Counsel.(2:15) Start of interview. (3:05) Maggie's origin story.(7:08) Maggie's board career. Reference to HBS case study on her. On staying on boards between 8-12 years to remain independent.(10:19) On distinctions between serving on public and private company boards. The role of directors in each. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.(13:37) On PE-backed company governance.(14:58) Debate on staying private vs going public.(18:07) On creating her own board bootcamps for women and minorities, and placing directors on boards. "She's trained ~750 people: over 70% have been placed on their first board"(21:49) On the evolution of boardroom diversity. Getting into the nomination-governance committee.(24:21) On board leadership as chair of the board and/or other committees. "As a board chair, I'm a facilitator, not a dictator."(28:04) On the board's role in strategy: 1) oversight, 2) insight, and 3) foresight (3-5 year increments). (30:37) Costco's strategy (including details on its famous $5 rotisserie chicken). Legacy of Charlie Munger.(36:30) On attributes of great directors: "They're great listeners and learners. In addition to participants, they know when to lean back and they know when to lean in. They ask questions versus making statements. They spend time outside the boardroom with senior leaders and with other board members to get to get to know them."(38:30) On stepping up as a CEO at Docusign, and dealing with its leadership transition.(41:30) Increasing importance of transparency, and explaining "the why" to stakeholder and stockholders.(42:37) Books that she enjoys.(42:53) Her mentors. (43:36) Quotes that she thinks of often or lives her life by.(44:18) An unusual habit or absurd thing that she loves.(46:26) The person she most admires.Maggie Wilderotter is a seasoned executive and board member with extensive experience leading both Fortune 500 companies and startups. She currently serves on the boards of Fortinet, Costco, and Sana Biotechnology, and she is the Chairwoman of DocuSign. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:23) About the podcast sponsor: The American College of Governance Counsel.(2:10) Start of interview. *Reference to prior episode with Peter (E83 from Jan 2023).(3:00) NACD Surveys on Board Practices and Oversight: Private Company Results and Public Company Results.(3:44) 1/ On Technology Oversight: "We are seeing boards go after technology, not necessarily expertise, but experience."(11:16) 2/ On CEO Succession Planning. "Succession is always a challenge at companies, especially with founder CEOs."(14:37) 3/ On Board Leadership Succession Planning. "Governance is more art than science, it depends on the board."(20:26) 4/ On Board Reporting. Reference to paper on Netflix Governance by Larcker and Tayan (2018). (23:43) NACD's BRC Report on Culture as the Foundation. *Reference to episode with Sonita Lontoh (June 2024).(25:23) NACD's BRC Report on Technology Oversight. *Reference to episode with Nora Denzel (Oct 2022).(32:12) On Cybersecurity concerns for boards and directors.(33:56) On AI concerns for boards and directors.(35:27) On trend of alternative corporate structures used by new AI companies including public benefit corporations.(41:41) On the upcoming NACD Directors Summit Oct 6-9, 2024, in Washington, DC. *My reference to keynoting the 25th IBGC Summit in Brazil.(46:35) On geopolitics and the increasing politicization of the boardroom.Peter Gleason has been the CEO of NACD since 2017. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:03) About the podcast sponsor: The American College of Governance Counsel.(1:50) Start of interview. (2:24) Cedric's origin story.(4:30) U.S. talent management insights (cultural differences with other countries): current merit.(6:00) On his management career with HP, Visa, and Syncada from Visa (a joint venture between Visa and U.S. Bank).(8:13) His transition to Taulia, a venture-backed company, in 2013.(11:04) On managing board dynamics as CEO and Chair of Taulia as a venture-backed company. *Reference to VC-Backed Board Academy (VCBA) on Oct 29, 2024 at Nasdaq in NYC.(15:20) The role of the Chair, and challenges of managing a large board, even when the business is thriving. "[It is] important to have a couple of directors that can anchor the entire group in addition to the chairman or the CEO."(17:32) The exit strategy behind the acquisition of Taulia by SAP in 2022 and the business of Taulia and Supply Chain Management. "[I]t's all about free cash flows and moving liquidity across the economy." "Cultural fit is one of the number one success indicators of an M&A transaction." "I think someone will write a book at some point about this M&A transaction because it has been successful on all fronts." "Taulia is managed independently and autonomously, which is not maybe a standard setup."(23:28) On transitioning from a VC-backed board to a board of a fully-owned subsidiary of SAP. Going from private to public: "[T]he first advantage is that we don't have to do capital raise anymore if we wanted to invest in some areas. If we need some capital, we have access to a line of credit that SAP can provide." "If I was spending 20% of my time on investors, capital raise, and so forth in the the past. Now I spend 20% with SAP executives, regional presidents, to make sure that we can sell Taulia to as many clients as possible."(28:56) Decision-making on exit strategies for Taulia (and in general): i.e. IPOs, SPACs, M&A, and PE.(33:50) The impact of AI in business.(37:14) On managing geopolitical risks. "Two angles: 1) customers, and 2) compliance, law, and governance."(40:53) On the current economic landscape. "The number of M&A transactions is actually picking up, especially with companies that have a good bottom line." "I think that the best companies have built agility in their financial architecture to really adjust their business profile based on what the market can cope with."(44:48) On director education for board members, particularly venture-backed companies. "I would encourage VCs to recommend [not mandate] their [portfolio] CEOs to go through a training about governance, how to manage a board, how to make the board evolve, how to recruit board members, how to interview board members."(45:39) Books that have greatly influenced his life: Tribal Leadership, by Dave Logan, John King, Halee Fischer-Wright (2008)Good to Great, by Jim Collins (2001)Sports magazines and newspapers(46:13) His mentors. (47:37) Quotes that he thinks of often or lives her life by.(50:15) An unusual habit or absurd thing that he loves: cold plunges.(53:13) The person he most admires.Cedric Bru is CEO of Taulia, a fintech provider of working capital management solutions. In March of 2022, Taulia became part of SAP. Before Taulia, Cedric served as Global Head of Sales, Marketing, and Business Development at Syncada from Visa. Cedric has over two decades of experience in financial services and software industries, including positions at Visa and Hewlett-Packard. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:03) About the podcast sponsor: The American College of Governance Counsel.(1:50) Start of interview. *Reference to E137 with Coco Brown (CEO of Athena Alliance).(2:47) Yvonne's origin story.(5:49) Her executive career starting with Accenture, and later with VMware, New Relic, and CEO of Airware and Puppet.(9:03) On her board journey. Distinctions between private and public company service. Plus non-profits.(17:43) Explaining board composition and dynamics in VC-backed companies.(23:23) Explaining board composition and dynamics in PE-backed companies. "It's much more straightforward, structured, and contained."(27:39) On the 'Stay Private vs Go Public' debate and other considerations on private markets.(34:29) On the AI boom and how to think about it from a board's perspective: "how do you experiment and lean in without committing?"(39:06) On the increasing relevance of cybersecurity in the age of digitization. "Cyber attacks are like earthquakes in California. They're going to happen."(42:33) On geopolitics and the boardroom. "How you think about it really depends on what type of company you're in, how big it is, and what you're trying to achieve."(45:40) How to think about the ESG landscape.(49:56) Podcasts that she regularly listens to: Boardroom Governance with Evan Epstein :)The Economist PodcastsGrit Podcast with Joubin MirzadeganAcquired Podcast(52:03) Her mentors and sponsors. Carl Eschenbach John Chambers(54:44) Quotes that she thinks of often or lives her life by: "Be the change you want to see in the world" by Mahatma Gandhi,(55:15) An unusual habit or absurd thing that she loves: misting plants.(56:35) The living person she most admires: MacKenzie Scott.Yvonne Wassenaar is a seasoned Silicon Valley C-level executive and board member with experience across public, private equity-backed, and venture-backed companies. She currently serves on the boards of Forrester, Rubrik, Arista Networks, JFrog, Alation, Braze, and InfoBlox. She also serves on the boards of Harvey Mudd College and UCLA Anderson's Easton Technology Management Center. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:15) About the podcast sponsor: The American College of Governance Counsel.(2:02) Start of interview. (2:49) Javier's origin story.(4:31) The blurring lines between VC and PE. Cross-over investors, growth equity investors, and other "alternative" financing.(9:01) On the capital formation cycle. Impact of interest-rates in capital allocation. The VC power law. New VC vehicles.(16:00) On the rise of cross-over investors ("starting somewhere between 2013 and 2016: rise of strategic capital")(19:34) On the rise of AI (boom and bubble): 1) algorithmic capability, 2) computing power, and 3) availability of data.(23:06) The cases of Nvidia and Google. The analogy to the 1990s (investing in infrastructure) and increasing antitrust scrutiny.(28:43) Explaining role and function of the Small Business Administration (SBA). SBIC, and SBIR & STTR. Industrial Policy and impact of geopolitics (ie. China).(40:47) On his board journey and role of corporate directors.(43:36) On "shareholder push and pull": role of institutional investors and "passive" investors. *Reference to E118 with Professor John Coates on The Problem of Twelve.(50:18) His take on boardroom diversity. *Reference to the Latino Corporate Director Association (LCDA).(55:06) On his podcast Top of the Game.(56:30) Books that have greatly influenced his life: The Road Less Traveled, by M. Scott Peck (1978)Guns, Germs, and Steel by Jared Diamond (1997)The Wealth of Nations, by Adam Smith (1776)The Founding Fathers, by K.M. Kostyal (2012)(56:49) His mentors. (57:42) Quotes that he thinks of often or lives her life by: "Deal with it"(57:53) An unusual habit or absurd thing that he loves.(58:11) The living person he most admires.Javier Saade is Managing Partner of Impact Master Holdings, Venture Partner at Fenway Summer, Operating Partner at Presidio Investors, Chairman of the Board at GP Funding, Inc., Board Member of VCheck and Global Tech Acquisition Corp. (NASDAQ: GTAC), CNBC Contributor, Executive Fellow at Harvard Business School, and host of the podcast Top of the Game. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:57) Start of interview. (2:30) Carol's origin story.(4:34) Evolution of corporate governance in Canada since the late 1980s. (5:51) The origin and focus of her firm Hansell McLaughlin Advisory Group, based in Canada.(10:13) On her personal board career and the benefits of lawyers serving on boards.(14:20) Best practices for board evaluations and distinctions between board education in Canada and the U.S.(18:57) The rise and influence of large institutional investors in corporate governance.(22:00) Shareholder activism in Canada.(24:25) On the state of ESG in Canada. (30:03) On addressing board diversity.(37:01) Impact of geopolitics and national security in the boardroom.(39:45) Impact of AI in the boardroom. "It's top of mind for everybody."(41:29) Impact of cybersecurity and talent management in the boardroom. Oil and gas directors in boards of banks?(44:01) Books that have greatly influenced her life: biographies (people that have stood up to authority).(44:48) Her mentors. (45:50) Quotes that she thinks of often or lives her life by: "A man's reach must exceed his grasp, or what's the heaven for?"(46:29) An unusual habit or absurd thing that she loves.(47:00) The living person she most admires.(48:20) The challenge in advising corporate governance: "everyone thinks they're an expert now." Plus, recognition of conflicts of interest.Carol Hansell is a Senior Partner at Hansell LLP and a member of the Hansell McLaughlin Advisory Group in Canada. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:20) About the podcast sponsor: The American College of Governance Counsel.(2:07) Start of interview. (2:58) Oliver's origin story.(7:00) His experience in private equity with PE-backed boards.(9:57) About the mission and focus of Nurole, the UK-based board search firm where he serves as CEO. (12:27) On Nurole's network of 65,000+ board leaders (two parts: free and paid offerings).(20:16) Demystifying the board search process, four key stages:Briefing stageSourcing processAssessment phaseOnboarding (ongoing support)(25:19) From a board candidate perspective.(28:14) On board evaluations.(32:44) Common characteristics of directors in board placements (they place ~1,000 directors per year).(33:50) On board culture and values of directors.(37:00) On specialized directors.(43:16) Differences between UK and US boards.Role of the ChairBoard searchBoard compensationLitigation Risk(48:35) Other board issues to consider: 1) are boards generating value, and 2) revisiting board education.(52:48) About his podcast Enter the Boardroom.(55:15) His favorite episodes: Roger Martin, Baroness Helena Morrissey and Sir Richard Dearlove.(59:20) Books that have greatly influenced his life: The Aeneid, by Virgil (19 BC)Mindset, by Carol Dweck (2006)How Will You Measure Your Life, by Clay Christensen (2012)(01:00:30) His mentors. (01:02:13) Quotes that he thinks of often or lives his life by.(01:03:16) An unusual habit or absurd thing that he loves: the Eglu chicken coop.(01:04:45) The living person he most admires.Oliver Cummings is the CEO of Nurole, a UK-based board search firm with 65,000+ members globally and about 1,000 board placements per year. He's also the host of the Enter the Boardroom Podcast. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:05) About the podcast sponsor: The American College of Governance Counsel.(1:52) Start of interview. (2:28) Thompson's origin story.(3:42) His startup work at Quizlet (joined a 5 person team) and Stripe (from 2k to 8k employees). Joined Anthropic in early 2023.(6:25) On China-US relations, and the course he teaches at Vanderbilt Law School: Emerging Technologies, Law, and U.S.-China Competition.(11:04) On startup incorporations, Delaware, and other thoughts for entrepreneurs. Reference to Stripe Atlas.(14:18) Unveiling the AI investment landscape. Increase in capital and talent in AI technologies. "Companies at the frontier of building LLMs: Anthropic, OpenAI, Alphabet and Meta."(19:15) On the international AI landscape. China wanting to overcome its "century of humiliation."(21:55) Origin story and mission of Anthropic. The eight founders left OpenAI in 2021. Claude 3.5 Sonnet.(26:14) Anthropic's Public Benefit Corporation (PBC) and Long Term Benefit Trust (LTBT) model.(29:24) How to think about AI and its paradigm shift for corporate directors.(31:05) Claude products for consumers and enterprise.(33:36) On the future of work with impact of AI.(35:17) San Francisco's evolving role as a global tech hub.(37:37) Is AI overhyped or underhyped? "The impact of AI will be somewhere between the internet platform shift to the next industrial revolution (...) and if the next internet is kind of the lower bound of the impact AI will have on society and the economy and technology more broadly, then that's a pretty significant impact."(40:05) On the "stay private vs go public" debate.(42:48) More thoughts for directors on AI. Prof Ethan Mollick: "The AI you're using today is the worst AI you will ever use." (43:48) Books that have greatly influenced his life: The Children, by David Halberstam (1998)Oracle Bones by Peter Hessler (2006)All Quiet on the Western Front by Erich Maria Remarque (1929)(46:42) His mentors. Chris Klein and Dan Crittenbrink (State Department). Chip Blacker (Stanford).(47:53) Quotes that he thinks of often or lives his life by.(48:40) An unusual habit or absurd thing that he loves: Antique maps and running everyday.(50:28) The living person he most admires.Thompson Paine is the head of business operations at Anthropic, one of the leading AI companies in San Francisco. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(1:20) About the podcast sponsor: The American College of Governance Counsel.(2:06) Start of interview.(2:37) Natasha's "origin story." (6:25) On the risks and opportunities for AI.(8:39) On the regulatory landscape of AI in the US. Reference to President Biden's Executive Order.(11:40) On California's regulation of AI (SB 1047).(15:24) On the international AI regulatory landscape, including the EU AI legislation.(20:35) On the state of startups and venture capital in Silicon Valley.(25:34) On the 'stay private or go public' debate.(28:50) On the increased antitrust scrutiny by the FTC and DOJ, particularly in tech industry.(30:08) On the increased national security scrutiny via CFIUS reviews. The new geopolitics of dealmaking.(35:46) On the increased politicization of the boardroom, including ESG and DEI.(38:32) On boardroom diversity and challenges to SB-826 and AB-979 (California), and Nasdaq's Diversity Rule.(42:20) Books that have greatly influenced her life: To Kill a Mockingbird, by Harper Lee (1960)The Handmaid's Tale, by Margaret Altwood (1985)Animal Farm, by George Orwell (1945)(42:57) Her mentors.(43:49) Quotes that she thinks of often or lives her life by: "Don't Self-Select."(51:17) An unusual habit or absurd thing that he loves.(44:17) The living person that she most admires. One of them is Michelle Obama.Natasha Allen is a partner at Foley & Lardner in Silicon Valley, serving as Co-Chair for Artificial Intelligence, Co-Chair of the Venture Capital Committee, and a member of the Venture Capital, M&A, and Transactions Practices. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(1:06) About the podcast sponsor: The American College of Governance Counsel.(1:53) Start of interview.(2:37) Tyler's "origin story." (4:50) His beginnings at Theranos.(7:07) On the culture of the Theranos, "the company was extremely secretive and paranoid."(9:41) On the lack of equity compensation for Theranos employees.(10:32) On Theranos' board of directors.(16:50) Some of the prominent investors in Theranos, and lack of due diligence.(19:24) On Elizabeth Holmes and Sunny Balwani fraud convictions, FOMO, and value of credibility from early backers (e.g. Channing Robertson, Don Lucas, George Shultz, etc).(23:57) How Tyler became a whisteblower at Theranos. His contact with John Carreyrou, at the time a WSJ reporter.(26:57) On his legal challenges (and high fees) as a whistleblower. George Shultz (his grandfather) would tell him: "I'm 90 years old. I ended the Cold War. I fought in a world war. I've seen a lot of things in my life. I've seldom been wrong. And I know what I'm looking at. And I know I'm right about this."(30:24) On the SEC's whisteblower program and his personal experience with this process. *Reference to E130 with Mary Inman (his Whistleblower attorney).(34:58) On the NDA and confidentiality agreements, "fraud is not a trade secret."(37:56) Why Elizabeth Holmes wanted Theranos to remain private and never go public.(39:04) Stanford's problematic connection to frauds. See: "What's the Matter with Stanford?"(42:14) The role of executive and board compensation in startups.(46:20) Book that he recommends reading: Salt in My Soul by Mallory Smith (2019).(48:00) His mentors: George Shultz (his grandfather) and J. Leighton Read.(50:01) Quotes that he thinks of often or lives his life by: "You Get What You Screen For"(51:17) An unusual habit or absurd thing that he loves.(52:53) The living person that he most admires: Dr Anthony Fauci."I often think back to a famous quote about character, which is, character is what you do when nobody's watching. And I actually think that the opposite is true. I think character is what you do when everyone's watching. And I experienced that."(53:57) His current endeavors.Tyler Shultz is a former Theranos employee who became a key whistleblower, exposing the company's fraudulent practices. As the grandson of former Secretary of State George Shultz, who was on Theranos' board, Tyler's decision to speak out carried significant personal and professional risks. You can find out more about Tyler at his website: https://www.tyler-shultz.com/ You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:39) About the podcast sponsor: The American College of Governance Counsel.(2:25) Start of interview. Reference to E21 with Ilya Strebulaev from October 2020.(4:01) On why he wrote his book The Venture Mindset: for decision makers in large organizations.(5:37) About the first principle: Home Runs Matter, Strikeouts Don’t. Make small bets vs fear of failure.(7:23) Two types of innovation: incremental (step by step) vs. disruptive innovation.(13:32) The unique role that independent directors can play in innovation.(18:20) On corporate unicorns and intrapreneurs.(20:11) On errors of omission and building anti-portfolios.(24:01) Promoting the venture mindset for large companies to be more innovative and become more like Silicon Valley.(28:29) Red flags in decision-making ("why should I not invest?"), and the example of Theranos. Examples from Shark Tank.(34:00) On Yuri Milner's investment in Facebook (2009) and investing without taking a board seat (informal controls and indirect influence).(38:30) Formal vs informal control rights in corporate governance.(44:13) Stay private vs go public debate. On "quasi-public" companies.(49:11) On the pressures to go public for VCs and employees, and the evolution of secondary markets.(52:20) On the principle (#5) to Bet on the Jockey (put people above process).(53:22) On the principle (#7) to Double Down or Quit (allow flexibility, and phenomenon of escalation of commitment).Ilya Strebulaev is a Professor at the Stanford Graduate School of Business and is an expert in corporate finance, venture capital and private equity, corporate innovation, innovation ecosystems, and financial decision-making. His recent work has examined the valuation of VC-backed companies, decision making by venture capital and private equity investors, corporate venture capital, and impact of venture capital. You can follow Ilya on social media at:Twitter: @IlyaStrebulaevLinkedIn: https://www.linkedin.com/in/ilyavcandpe/Venture Mindset Website: https://thevcmindset.com/ You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:19) About the podcast sponsor: The American College of Governance Counsel.(2:05) Start of interview.(2:58) Greg's "origin story." (5:31) His teaching focus.(8:04) Discussion on startups and venture capital and the era of AI. Behavioral finance and bubbles. (11:17) Bubbles in private (VC and PE) and public markets.(15:12) Staying private vs going public fundamentals.(20:05) The role of governance and advice from directors to CEOs.(22:43) On growth of private equity.(28:00) On the rise and importance of AI. Analogy to electricity. *Reference to Paul David's research.(29:31) On Elon Musk's compensation litigation and the recent Tesla stockholder comp ratification.(36:13) On the role of directors. "It's really hard to be a good board member." "[Directors] better darn well get comfortable with asking not only tough questions, but dumb questions."(40:32) On Texas and Delaware's corporate law competition.(42:04) On the politicization of the boardroom (i.e. ESG) and geopolitics involving China.(48:11) Books that he recommends reading: The History of English Law Before the Time of Edward I by Pollock and Maitland (1895).(48:57) His mentors in the area of law.(50:47) Quotes that he thinks of often or lives his life by.(51:57) An unusual habit or absurd thing that he loves.(54:16) About his podcast Unsiloed.Greg LaBlanc is a Lecturer and Distinguished Teaching Fellow at Berkeley, Stanford, HEC Paris and other prestigious institutions. Greg teaches a wide range of subjects, including finance, strategy, law, innovation, data science, and digital transformation. He is also the host of the podcast Unsiloed. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:21) About the podcast sponsor: The American College of Governance Counsel.(2:08) Start of interview.(2:41) Jennifer's "origin story." (3:41) Founding a non-profit at the start of her career: Breakthrough Pittsburgh.(4:15) The start of her tech career with Yahoo!(7:12) Her roles post Yahoo!: founding and selling The Dealmap to Google.(9:20) Her transition and tenure as president & COO of Change.org (scaling from 18 million to 200 million users). About her Motivational Pie Chart.(11:07) About Change.org (a social impact campaigning platform) and non-profit and PBC corporate structures.(14:18) Her time at Facebook (now Meta), leading the Facebook Groups product.(16:00) About Rising Team, the company she founded and where she currently serves as CEO.(22:10) On her board journey, and distinctions among different types of companies: non-profits, startups (Little Passports), public companies (Move, TEGNA & WeightWatchers) and VC/PE backed companies. "The truth is to join a public board, somebody needs to take a bet on you if you've never been on a public board."(32:19) On serving in a VC/PE backed company as a lead independent director and comp committee Chair (Arcadia). On board observer roles. Setting board norms.(36:55) On the benefit of boardroom diversity.(39:17) On dealing with the politicization of the boardroom, including DEI and ESG matters.(42:06) On the benefits of teaching (at Stanford GSB) for her CEO and board roles .(39:17) On dealing with the politicization of the boardroom, including DEI and ESG matters.(44:15) Three things top of mind on boardroom matters: 1) Setting up boards for success (norms, board evaluations, etc), 2) Keeping up with new technologies, and 3) Crisis scenario planning.(49:00) Books that have greatly influenced her life: Gung Ho, by Ken Blanchard and Sheldon Bowles (1997)The Overstory, by Richard Powers (2018)(51:14) Her mentors.*Reference to her LinkedIn Post: 5 Mentor Archetypes.(51:57) Quotes that she thinks of often or lives her life by.(53:15) About her book: Purposeful: Are you a Manager or a Movement Starter? (2018) The 3 Cs: 1) courage, 2) community, and 3) commitment.(54:40) An unusual habit or absurd thing that she loves.(56:00) The living person she most admires: Simone Biles.Jennifer Dulski is a Silicon Valley based executive and board member. She is currently CEO and founder of Rising Team, a company that provides tools, data, and community to turn managers into amazing coaches that build happier and more successful teams. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:24) About the podcast sponsor: The American College of Governance Counsel.(2:12) Start of interview.(4:04) Sonita's "origin story." (5:45) Her professional career, starting with a startup in the gaming industry.(8:15) Her guiding principles for her career at the intersection of innovation, sustainability and digital transformation.(9:30) Her roles at HP, Siemens and PG&E.(11:00) Her board "portfolio" life starting in 2022: SunRun and TrueBlue. Advisor to Sway Ventures.(14:02) About the NACD Blue Ribbon Commission on Board Culture (where she served as a Commissioner).(17:00) Surprises and takeaways from the report.(22:30) Recommendations for handling the increasing politicization in the boardroom. (26:42) On geopolitics in the boardroom. Supply-chain vs consumer market.(31:30) On the solar and battery industry geopolitical landscape. (38:23) How should directors think about AI in the boardroom. "Everyday AI" vs "Game-changing AI". Use cases: 1) Back-office capabilities, 2) core capabilities, 3) front office, 4) New products and services. AI code of conduct. Use of data. Cybersecurity.(43:51) On the impact of AI in the workplace. *reference to study by Erik Brynjolfsson(47:09) Books that have greatly influenced her life: The Five Levels of Leadership, by John Maxwell (2011)Venture Mindset, by Ilya Strebulaev and Alex Dang (2024)Last Lecture Series at the Stanford Graduate School of Business (July 2023), by Graham Weaver.(48:06) Her mentors. (49:22) Quotes that she thinks of often or lives her life by.(50:44) An unusual habit or absurd thing that she loves.(51:30) The living person she most admires. Sonita Lontoh is a public company board director, strategic advisor, and former Fortune 100 senior executive who focuses on digital innovation, artificial intelligence (AI), and sustainability — contributing positive impact to businesses, consumers, and society. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:14) About the podcast sponsor: The American College of Governance Counsel.(2:02) Start of interview.(2:37) Coco's "origin story." (4:32) Her professional background with HR, comp and IT.(6:32) Her time at Taos, a professional services business in IT consulting (17yrs). Ultimately acquired by IBM in 2021.(8:35) The origin story of her founding Athena Alliance (2016) as a non-profit.(11:00) Three core issues with board placements: 1) access to opportunities, 2) positioning for the role, and 3) how to compete to win. *They have placed ~500 women to boards.(13:52) On the business model of Athena Alliance.(16:50) On transitioning from a non-profit to a for-profit model. (20:56) Distinguishing board service between companies with different capital structures (ie. public, PE, VC, ESOPs, etc).(22:18) The landscape for independent director board opportunities (~30,000 companies). On ESOP companies and closed corporations and/or family businesses.(28:18) On Athena's Board Readiness Course.(32:20) On in-person vs remote work, both on an executive and board level. "How do you scale intimacy?"(36:14) On the impact of AI in the boardroom. (39:48) Books that have greatly influenced her life: The Popcorn Report, by Faith Popcorn (1991)The Science of Evil, by Simon Baron-Cohen (2011)(43:05) Her mentors. "Different people for different things" e.g. Ivonne Wassenar and Scott Maxwell.(44:20) Quotes that she thinks of often or lives her life by.(44:41) An unusual habit or absurd thing that she loves.(45:12) The living person she most admires. Toni Townes-Whitley (CEO of SAIC)Coco Brown is the Founder and CEO of Athena Alliance, a company helping to position top 10% of executive women for advancement and board opportunities. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:17) About the podcast sponsor: The American College of Governance Counsel.(2:03) Start of interview.(3:08) Greg's "origin story." (6:53) From the University of Georgia to Apple in Cuppertino.(10:50) The start of his entrepreneurial journey in 1992 with his first company.(13:03) The boom and bust cyclical nature of Silicon Valley. "[M]y father used to say that the stock market has predicted nine of the last three recessions. And, you know, I think in Silicon Valley, the investor and entrepreneurial class has predicted nine of the last three technology waves."(17:24) His first foray with startup boards. The role and influence of Don Lucas, and Bob Frick (former CFO of BoA), on his board.(21:49) On the shifting power dynamics in founder-investor relationships (ascendance of "founder ethos").(29:02) On the differences between private equity (PE) and venture capital (VC). "Control investors"(31:29) His experience as a director of public companies: Responsys, acquired by Oracle (2013), and Upwork (IPO in 2018).(34:57) On equity comp (stock options and RSUs) in tech companies. *Reference to BG2 podcast episode.(47:35) IPOs, private markets and secondary markets. *You can check out my newsletter #52 on this topic.(54:24) On his investment in Cornershop (acquired by Uber) and Latin America market.(1:00:58) On AI as the next technology platform shift.(1:03:50) Books that have greatly influenced his life: Titan: The Life of John D. Rockefeller, by Ron Chernow (1998)Thinking Fast and Slow, by Daniel Kahneman (2011)Black Boy, by Richard Wright (1945)(1:05:36) His mentors.(1:07:00) Quotes that he thinks of often or lives her life by: "Experience is what you get when you don't get what you want."(1:07:47) An unusual habit or absurd thing that he loves.(1:08:28) The living person he most admires.Greg Gretsch is a Founding Partner and Managing Director of Jackson Square Ventures, an early stage venture capital firm that invests in software businesses. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:23) About the podcast sponsor: The American College of Governance Counsel.(2:10) Start of interview.(2:40) Patrick's "origin story." (3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice).(4:38) Joining Vinson & Elkins to co-build shareholder activism practice.(6:40) Distinguishing between large, mid, and small cap activism.(10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch out in activism.(13:39) On ESG activism, and the impact of Exxon Mobil case ("[I]t was more of a capital allocation campaign, rather than ESG"). Distinguishing the Starbucks ESG campaign (targeting Starbucks' labor relations).(18:29) Separating E, S, and G activist campaigns. "The 'S' is inherently political"(20:29) On the evolution of Universal Proxy Rules for director elections. (27:06) On the "lifecycle of a campaign" (activists' letters, withdrawals, settlements, proxy fights, etc.)(31:36) The impact of institutional investors and proxy advisors (ISS and Glass Lewis) in shareholder activism. *Reference to the Problem of Twelve episode with HLS Prof John Coates.(37:50) The importance of shareholder engagement (with large institutional investors and proxy advisors).(40:55) On company or board preparedness for activist campaigns.(44:45) Books that have greatly influenced his life: If I Die in a Combat Zone by Tim O'Brien (1973)Thinking Fast and Slow by Daniel Kahneman (2011)David and Goliath by Malcolm Gladwell (2013)On Shareholder Activism:DisneyWar by James B. Steward (2005)Railroader by Hunter Harrison (2018)The Splendid and the Vile (Saga of Churchill) by Erik Larson (2020)(47:53) His mentors.(49:00) Quotes that he thinks of often or lives her life by.(49:55) An unusual habit or absurd thing that he loves.(50:35) The living person he most admires.Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:57) Start of interview.(2:40) Leah's "origin story." (3:41) Her time at IBM.(4:48) Her founding story of TaskRabbit (Boston, 2008).(12:43) The evolution of her board at TaskRabbit, and how to think about (startup) board composition and scaling. (20:31) First CEO succession (after $12m Series B in 2012).(25:10) Her return as CEO, raising a Series C, and adding 3 strategic independent directors.(26:13) On hiring Stacy Brown-Philpot as COO, and successor to CEO role.(30:45) Distinguishing between startup directors (management, investor, and independent directors).(36:01) Transitioning to investing as a general partner at Fuel Capital. Motto: "We're on your corner, not in your kitchen"(40:55) On the role of CEO coaches (vs board directors or advisors).(42:44) About YPO. "It has been a hugely influential organization for me."(45:21) Her thoughts on boardroom diversity. Reference to the LCDA.(48:42) Innovation in the boardroom, risks and opportunities of AI.(51:29) Books that have greatly influenced her life: Founders at Work by Jessica Livingston (2007)Books by Adam Grant.(51:51) Her mentors.(52:25) Quotes that she thinks of often or lives her life by.(52:50) An unusual habit or absurd thing that she loves.(54:15) The living person she most admires.Leah Solivan is a General Partner at Fuel Capital, a Silicon Valley-based seed stage venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit.You can follow her on social media at:Twitter: @labunleashed You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:58) Start of interview.(2:43) His role at EY and appointments at Harvard's Safra Center for Ethics (ELSCE), MIT and Boston University.(5:23) Defining AI. Reference to the 1956 Dartmouth AI conference.(8:29) GAI, AI market and valuations.(11:31) On AI Ethics for business and AI governance. Reference to Harvard's Danielle Allen.(15:10) On the concept of Multistakeholderism and AI Ethics. Hippocratic Oath for AI: "Do No Harm to the World."(19:10) Board Committee Structure for AI. "[Only] 67 of the S&P500 companies have some sort of board technology committee." NACD report on board technology committees. "You may get a financial boost from doing that" "I think that'll be 50% greater a year from now."(22:39) On board oversight. A deep dive on evolution of Caremark duties.(31:09) On AI regulation. (34:41) Geopolitics between the U.S. and China on AI.(37:44) On OpenAI's board fiasco. Unusual structures such as OpenAI, Anthropic, Inflection AI and xAI.(44:02) Recommendations for directors using AI.(47:40) The intersection between Web3 and AI.(50:00) On his EY Podcast: Better Innovation.(51:15) Other thoughts for directors: university partnerships and risks of employee use of GAI.(54:22) Books that have greatly influenced his life: Tennis related books.The Fish that Ate the Whale by Rich Cohen (2012)Disrupt Yourself by Whitney Johnson (2015) *(55:47) His mentors. At EY: Kate Barton (EY Global Co-Chair, Emeritus).(56:18) Quotes that he thinks of often or lives his life by: "Start where you are. Use what you have. Do what you can do." (Arthur Ashe) and "No matter how far you travel in the wrong direction, you can always turn around." (Winston Churchill).(56:53) An unusual habit or absurd thing that he loves.(58:04) The living person he most admires: Billy Jean King.Jeff Saviano is the EY Emerging Technology Strategy & Governance Leader. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:12) About the podcast sponsor: The American College of Governance Counsel.(2:00) Start of interview.(3:10) Amy's "origin story." (6:23) Her time leading Comcast Ventures, and how Corporate Venture Capital (CVC) has evolved.(9:08) Why SF/Silicon Valley as a tech hub for Comcast Ventures.(11:19) Her first public company board experience (with Adobe).(13:15) Differences on serving on public and private (venture-backed) boards. "Much more hands-on in private companies."(15:27) Differences between young and old public companies. Her experience on the board of On Running. "[M]y one advice to future board members or existing board members is to learn how to listen. And you're listening for different things, again, depending on the stage of the company."(19:42) On "adversarial boards." (24:10) On OpenAI's board fiasco. Trust in CEOs and boardrooms. Private companies and founder misbehavior. "You never fire fast enough." "You know when things are off."(32:35) On the current AI investment cycle.(36:16) On the state of San Francisco as a city and tech hub.(39:35) On women sports, and her involvement with Bay FC, a pro women's soccer team based in SF/Bay Area.(43:09) Her thoughts on the debate and politicization of ESG and DEI.(46:41) Books that have greatly influenced her life: The Innovator's Dilemma by Clay Christensen (1997)These Truths by Jill Lepore (2018)21 Lessons for the 21st Century by Yuval Harari (2018)(47:52) Her mentors: Ralph J. Roberts (founder of Comcast). (49:02) Quotes that she thinks of often or lives her life by: "Old men ought to be explorers" (T.S. Eliot) and "A house divided against itself cannot stand." (Abraham Lincoln)(50:20) An unusual habit or absurd thing that she loves.(51:07) The living person she most admires: Liz Cheney and Taylor Swift.Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. Amy has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:04) About the podcast sponsor: The American College of Governance Counsel.(1:51) Start of interview.(2:54) Terry's "origin story." (5:18) The start of her legal career with O'Melveny & Myers.(8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012).(11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association.(14:55) On the evolution of the purpose of the corporation and emergence of ESG.(17:28) Environmental risks and opportunities (the "E" in ESG)(21:00) Her take on the new SEC Climate Disclosure Rules. "It's arguably, to me, the Sarbanes-Oxley of its generation in terms of a regulatory shift."(24:21) On the legal challenges to the SEC Climate Disclosure Rules.(28:11) Social risks and opportunities (the "S" in ESG).(33:31) On the ESG backlash. Reference to FT article ($13.3bn pulled out of BlackRock). Larry Fink's 2024 Chairman's Letter to Investors.(37:50) Challenges to CA's board diversity laws (SB-826 and AB-979)(42:14) Challenges to Nasdaq Board Diversity Rule.(44:14) The Theranos Governance Story with Tyler Schulz (event hosted by BASF).(46:22) BASF's Truth and Power Distinguished Speaker Series.(48:47) Future corporate governance trends: ESG is increasingly intersectional (i.e. sustainability and AI)(52:29) Books that have greatly influenced her life: My Life on the Road by Gloria Steinem (2015)Lady Justice by Dahlia Lithwick (2022)(54:04) Her mentors: Larry Rabkin (former partner at Howard Rice) and her Dad.(54:57) Quotes that she thinks of often or lives her life by: "To have courage for whatever comes in life - everything lies in that" (St Teresa of Avila) and "You have to see it to be it" (Billie Jean King)(55:55) An unusual habit or absurd thing that she loves.(56:14) The living person she most admires: Gloria Steinem.Terry Johnson is a partner at Arnold & Porter and the 2024 President of the Bar Association of San Francisco and its Justice and Diversity Center. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:27) About the podcast sponsor: The American College of Governance Counsel.(2:14) Start of interview.(3:30) Mary's "origin story." (5:32) Her start as a whistleblower lawyer at Philips & Cohen. The advent of US Whistleblower reward programs (CFTC, SEC, IRS, Transportation, Treasury, and DOJ soon).(7:50) The Theranos case and her representation of Tyler Schulz.(14:02) More about the SEC Whistleblower Program. (24:52) The Facebook (Meta) case and her representation of Frances Haugen. On the rise of whistleblowers in Silicon Valley: The Tech Worker Handbook (created by Ifeoma Ozoma, a whistleblower at Pinterest). The Silence No More Act (CA SB 331). Reference to Mark MacGann, the Uber whistleblower.(31:00) On the health hazards to whistleblowers. Reference to New England Journal of Medicine article on impact in whistle-blowers in cases of major health care fraud. Unfortunate death of Boeing Whistleblower. The Personal Toll of Whistle-Blowing (New Yorker Magazine).(37:52) On FCPA cases, and role of whistleblowers in foreign corruption enforced by the SEC and DOJ. Reference to the Billion Dollar Whale book.(47:19) Future trends on whistleblower cases and corporate governance practices (elevation of Chief Compliance Officers).(50:50) Advice to board members: embrace whistleblowers and encourage speaking up. Reference to this study: Evidence on the Use and Efficacy of Internal Whistleblowing Systems.(52:37) Books that have greatly influenced her life: children books by William Steig (inspired her parenting).(53:17) Her mentor: Lisa Foster.(54:53) Quotes that she thinks of often or lives her life by: "The arc of the moral universe is long, but it bends toward justice." (Martin Luther King, Jr)(55:53) An unusual habit or absurd thing that she loves.(56:18) The living person she most admires: whistleblowers generally, "I call them Truth Tellers and Up Standers".Mary Inman is a partner at Whistleblower Partners LLP, a new boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro(1:02) About the podcast sponsor: The American College of Governance Counsel.(1:49) Start of interview. (2:37) Katherine Henderson's "origin story."(5:05) Amy Simmerman's "origin story."(8:02) The origin and focus of their Delaware Corporate Law and Litigation Year in Review.(9:14) Caseload of Delaware Court of Chancery judges.(12:51) Cases involving director oversight duties ("Caremark duties"). Reference to the Blue Bell case (2019). "Mission critical risk areas." Reference to Section 220 Books and Records Demands.(19:56) Duty of Oversight Applies to Officers (McDonald's case). Dismissal of case against directors (McDonald's II).(23:13) Controlling Stockholders and conflicts of interest. (DE reconsiders scope of the MFW Doctrine in Match.com case)(24:57) Distinctions between public and private company litigation. Reference to the NEA vs Rich case.(30:36) On Delaware vs other states. Reference to the TripAdvisor case (Delaware company seeking to reincorporate in NV).(36:55) Innovations in AI Governance. The example of Anthropic AI (use of PBCs and LTBT).(43:24) On shareholder activism and validity of stockholder agreement-based restrictions over corporate governance matters (Moelis case).(45:13) Securities claims on misleading risk disclosures.(46:55) What are the 1-3 books that have greatly influenced your life: Amy:Obedience to Authority by Stanley Milgram (1974)Steppenwolf by Herman Hesse (1927)Katherine:The Feminine Mystique by Betty Friedan (1963)(48:02) Who were their mentors, and what they learned from them.(49:00) Quotes they think of often or live their life by.(49:52) An unusual habit or an absurd thing that they love.(50:35) The living person they most admire.__Katherine Henderson and Amy Simmerman are partners at the law firm Wilson Sonsini Goorich & Rosati. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(2:27) About the podcast sponsor: The American College of Governance Counsel.(3:13) Start of interview. [Interviewer: UC Law SF Professor Abe Cable. Reference to his article "Does Trados Matter?" (2019)].(4:17) Summary of the Trados case by Vice-Chancellor Laster. (9:44) Concept of "residual value maximization." Distinguishing between standard of conduct and standard of review.(16:17) Explaining standards of review: 1) Business judgment rule, 2) Enhanced scrutiny and 3) Entire fairness standard. The impact of conflicted transactions.(23:55) Distinguishing governance standards from public companies and Silicon Valley-style private startups. (28:10) Social factors or dynamics that make Silicon Valley VC-backed startups a relatively lower risk environment for litigation.(31:07) Why directors should always try to maximize the value of the corporation for the residual. Emotional commitment and engagement in many cases.(33:31) "What made Trados a difficult case and a litigable case was that this really was a sideways situation where the value was in the vicinity of an area where the common could take."(36:36) How to think about maximizing the residual value. *reference to Credit Lyonnais opinion by Chancellor Allen (1991).(39:04) Other trends or cases that present some litigation risk for startup corporate directors. "I don't know if there's anything super new. What we tend to see is sort of old problems recurring because these are really problems of human nature. And so things are cyclical."Redemption Rights. Example of cases: Thoughtworks (2010), ODN Holdings (2017)280G [and 409A] Valuations. "I would really like to see people treating [those valuations] as a more substantive exercise than merely as an exercise in marketing to your employees (for employees' morale)."(45:54) The importance of outside or independent directors. "I really think that somebody has to be in the room asking the proverbial dumb question, which usually isn't a dumb question. Usually it's the question that needs to be asked."The Honorable J. Travis Laster was sworn in as Vice Chancellor of the Court of Chancery on October 9, 2009. Professor Abe Cable joined the UC Law SF faculty in 2011. He is the Faculty Director of the UC Center for Business Law San Francisco. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:57) Start of interview.(4:00) Alexandre's "origin story." His time as Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023). (7:34) On his OECD background note on Institutional Investors' Engagement in Latin America (2023).(14:56) Local institutional investors and pension funds engagement in Brazil. *reference to E118 with John Coates: The Problem of Twelve, Index Funds and Private Equity.(17:23) On stewardship codes.(19:58) On internal stewardship teams at asset managers and passive investors.(21:05) Challenges of shareholder activism and dispersed ownership in Brazil.(25:53) Enforcement and Cooperation between U.S. and Brazilian regulators. *Reference Enhanced Memorandum of IOSCO.(28:03) On the governance of State-Owned Enterprises (SOEs).(34:24) The geopolitical landscape and where Brazil stands vis-a-vis China and the U.S.(36:38) Fintech developments in Brazil. *Reference to Pix from Brazilian Central Bank (Open Finance Project).(39:19) The future of corporate governance in Brazil, and prospects to join the OECD. Private right of action for enforcement?(41:29) Book that has greatly influenced his life: The Economic Structure of Corporate Law by Frank H. Easterbrook and Daniel R. Fischel (1991)(42:08) His mentor: his father.(42:47) Quotes that he thinks of often or lives her life by: "No need to hurry but do not waste time" by Jose Saramago. "I'm neither an optimist nor a pessimist, I prefer to be a hopeful realist." (Ariano Suassuna)(43:44) An unusual habit or absurd thing that he loves.(45:34) The living person he most admires.Alexandre Rangel is a former Commissioner of the Brazilian Securities and Exchange Commission (CVM) (2020-2023) and Consultant of the OECD (2023). He’s currently practicing law at Rangel Advogados. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(0:55) About the podcast sponsor: The American College of Governance Counsel.(1:41) Start of interview.(2:21) Richard's "origin story." His position as Chair of WSGR's public company practice and Chair of the Nasdaq Listing and Hearing Review Council.(7:30) On the origins and focus of WSGR's 2023 Silicon Valley 150 Corporate Governance Report.(12:00) What findings were most surprising or unexpected in this year's report? Discussion on ESG disclosures.(14:40) On ESG backlash and regional differences. Importance of (institutional) investors.(15:36) On some SV150 companies leaving their CA HQs (both to other states and decentralizing with no HQ). Impact of diversity disclosure laws (SB-826 and AB-979) and taxation.(18:48) Incorporating in Delaware vs other states (prompted by Elon Musk's desire to re-incorporate from DE to TX). FYI 143/150 (95%) of the SV150 are incorporated in Delaware.(23:25) On evolution of virtual meetings (board and stockholder meetings).(26:15) On evolution of board committees structure and focus (ie. ESG/sustainability, Cybersecurity/privacy, Human Capital, Technology, AI).(32:13) Impact of Nasdaq Board Diversity Rule. *5th U.S. Circuit Court of Appeals upheld the rule (October 2023). Gender diversity in SV150: 33% boards, 22% C-level execs, 5% CEOs.(36:09) On Dual and Multi-Class Share Structures in SV150 (~30% of SV150 have them. ~91% have sunset provisions).(39:40) Shareholder Activism in SV150 (~8%) and impact of new SEC Universal Proxy Rules.(44:24) Looking ahead, what key governance issues should SV150 companies be preparing for in the next few years? Climate disclosure rules (EU, CA, SEC, investor requirements, etc) and AI.(47:00) Increase in antitrust and other regulatory enforcement. "We are in a high enforcement regulatory environment."(49:24) Book that has greatly influenced his life: The Prophet by Kahlil Gibran (1923)(49:50) His professional mentors (WSGR): Steve BochnerKatie MartinJose Macias(50:35) Quotes that he thinks of often or lives her life by: "If you start right, it's easy to end right. But if you start wrong, it's very, very difficult to get on the right path and end right" by Joseph Smith. (51:10) An unusual habit or absurd thing that he loves.(51:58) The living person he most admires: his parents.Richard Blake is a partner at Wilson Sonsini Goodrich & Rosati and the leader of the firm's public companies practice. He practices corporate and securities law with a focus on public company representation, corporate governance, and public offerings. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:36) About this podcast's sponsor: The American College of Governance Counsel.(2:23) Start of interview.(3:33) On the collapse of SVB and its impact to Silicon Valley and the VC industry.(9:05) On the state of private markets. *Reference to Aileen Lee's post on Unicorn update (2013-2024).(14:35) How VCs are approaching tough conversations on shutdowns, downrounds and/or recaps in this down market cycle. *Reference to Scott's book Secrets of Sand Hill Road: Venture Capital and How to Get It (2019).(19:10) On the evolution of secondary markets (including founders taking secondaries) and the idea of staying private for longer ("SPL").(24:15) On startup compensation practices (stock option vesting schedules, RSUs).(26:21) On a16z's expansion to NYC (~80 employees) and internationally to London. (28:52) On geopolitics challenges, including China. (31:06) On the crypto industry (Web3) and its regulatory challenges. (34:37) On AI as an investment thesis.(35:30) On some of the novel corporate governance structures used by some leading AI companies (PBCs, LTBTs, etc). On the OpenAI board crisis.(38:37) Fraud in private markets.(41:44) On ESG and DEI in the venture-backed startup market. *Reference to a16z Cultural Leadership Fund and Talent x Opportunity (TXO). How LPs think about this, both in the US and abroad.(44:45) On California as a tech hub and some of its "exodus".(46:35) Corporate governance matters for late stage companies, independent directors and "overboarding" in the VC context.Scott Kupor is an investing partner focused on growth-stage companies building in the bio and healthcare industries, manages the firm’s investor relations team, and is responsible for the firm’s growth initiatives. You can follow Scott on social media at:Twitter (X): @skuporLinkedIn: https://www.linkedin.com/in/scottkupor/ You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:28) About the podcast sponsor: The American College of Governance Counsel.(2:14) Start of interview.(3:09) Nick's "origin story." (6:36) On his first startup IMix.com (focused on music streaming)(7:55) His pivot as an equity analyst at Sanford Bernstein.(8:32) His focus on investing in and advising internet companies.(9:56) His time at Google (2010-2022), first in Canada then as Chief Evangelist.(13:21) His time at Chief Growth and Strategy Officer at Coveo, a Canadian AI company (2022-2023).(14:44) Joining the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida and advising boards on AI. Teaching at the Rotman School of Management, Northwestern and the Canadian Institute of Directors (ICD).(16:55) Defining AI. The types of AI: 1) Computational AI, 2) Sensors AI, and 3) Generative AI.(21:22) The future of Generative AI: Big Tech or startups? (24:42) On whether the investment mania in AI is justified. "This technology wave is likely to be much more significant than the internet." "It's the most important technology wave that I have ever seen in my career."(26:19) How corporate directors should think about opportunities and risks of AI. "The most important thing in governance for a board, in my view for AI, is making sure there is movement." Other risks: 1) Use of confidential information, 2) Creating a private version of AI, 3) Hallucinations (fake information by AI), 4) Issues of bias. Corporate training.(35:07) On where AI fits in board committees, and on surge of AI experts on boardrooms. *recommendation by Nick: Coursera class on prompt engineering (Vanderbilt University).(39:51) On AI regulation by the US (EO by President Biden), EU, Canada and others.(46:03) The US-China race on AI - geopolitical implications. *reference to Marc Andreessen's article Why AI Will Save the World.(50:03) On OpenAI's board fiasco and some of the unusual governance structures of leading AI companies.(54:45) Books that have greatly influenced his life: The Little Prince by Antoine de Saint-Exupéry (1943)1984 by George Orwell (1949)(55:50) His mentors: #1 his mother, #2 McKinsey & Co.(56:33) Quotes that he thinks of often or lives her life by: "You miss 100% of the shots you don't take" by Wayne Gretzky.(57:30) An unusual habit or absurd thing that he loves: Keeping track and data of his healthcare. He recommends the book "Outlive" by Peter Attia. Two tests that he recommends: Cleerly heart scan using AI and Galleri test for cancer detection. Tracks VO2 Max.(1:00:04) The living person he most admires: Anders Tegnell (Sweden's state epidemiologist).(1:02:18) Recommendation for corporate directors on where to get started on getting educated on AI.Nicolas Darveau-Garveau is an AI and digital transformation expert. He was Google’s Chief Evangelist and worked as Chief Strategy and Growth Officer at Coveo, a leading AI company. He currently serves on the boards of the Toronto Stock Exchange, iA Financial Group, McEwen Mining, and Alida. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(2:21) About this podcast's sponsor: The American College of Governance Counsel.(3:08) Start of interview.(3:50) On collapse of SVB & other banks. Lessons for board members. *Reference to video from Stanford Rock Center(12:00) On the state of private markets and unicorns. Downturn and shutdowns in VC-backed startups. *Per Pitchbook: “Approx 3,200 private VC-backed U.S. companies have gone out of business this year. Combined, those companies raised north of $27B.”(15:32) On the growth of AI. "The pixie dust."(18:25) On OpenAI's board fiasco and the company's controversial structure."The fundamental problem is with the idea that you can achieve what OpenAI wanted to achieve in terms of guardrails. That's the fundamental point. The second problem is the structure. The structure was all wrong. And the third problem was the people. These were the wrong people to be serving on these boards with the wrong structure, or seeking an objective that can't be obtained." *reference to public choice theory, impossibility theorem by Ken Arrow.*Reference to innovations in corporate governance structures of AI companies (OpenAI, Anthropic, xAI).(26:07) On geopolitics of AI: China not bound by same guardrails.(28:56) On the crypto industry and its regulatory challenges. The case of Ripple vs SEC.(33:11) Fraud in private markets (ie Elizabeth Holmes, SBF, Trevor Milton and other high profile convictions).(34:18) ESG/DEI backlash and the politicization of corporation governance. "This is situation where less is more."(38:27) Biggest winner in business in 2023.(40:32) Biggest loser in business in 2023.(42:46) Biggest business surprise of 2023.(45:43) Best and worst corporate governance trend from 2023.(47:24) The biggest corporate governance trend to watch out for in 2024.Joseph A. Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty of the Rock Center for Corporate Governance. He is a former Commissioner of the SEC and co-founded Financial Engines with Professor William F. Sharpe, the 1990 Nobel Prize winner in Economics. He formerly served as a director of KKR and Oracle. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:28) About the podcast sponsor: The American College of Governance Counsel.(2:15) Start of interview.(3:16) Yifat's "origin story." (6:20) Yifat's bio and positions at the University of Haifa and Technion - Israel Institute of Technology.(8:00) About Elizabeth Pollman, Professor at the Penn Carey Law School at the U. of Pennsylvania.(9:57) About their article, Ousted (2023). "We use that term broadly to refer to being forced or pushed to step down from the CEO role, specifically that managerial role, despite having significant control. And what we're arguing is that there's a whole bunch of countervailing forces and factors that can work to limit the durability of the founder CEO's power and ultimately can lead to them resigning from that managerial role."(11:58) Examples of countervailing forces and factors to the founder/CEO power. Differences between public and private companies. Influence of voting rights.(15:20) Influence of margin loans (backed by founder stock) and secondary sales in corporate governance. *Reference to E41 with Maureen Farell on Cult of We (Aug 2021).(19:31) Conflict with regulators, investors and other stakeholders (example: Uber). *Reference to Elizabeth Pollman's article on Regulatory Entrepreneurship. (22:19) On employee pressure in corporate governance.(23:00) On OpenAI's board debacle (involving Sam Altman's ouster and reinstatement). (29:31) Other founder/CEO cases referenced in Ousted. *Mention of E64 with Keir Gumps, involved in Uber's governance clean-up. Cases of Elizabeth Holmes (Theranos) and Sam Bankman-Fried (FTX). On externalities from lack of corporate governance in startups, particularly unicorns. The impact of the Power Law in VC-backed companies.(36:26) Take-aways from their article Ousted. Gap between academia and practice.(40:04) Elizabeth Pollman's article Startup Failure. *Reference to E3 with Elizabeth Pollman on Startup Governance and Regulatory Entrepreneurship (May 2020)."[I]t's really important that law and culture facilitate the efficient flow of the failure of venture-backed startups and that failed startups can do so with honor because that's what sustains our system in a big way, out of which comes these few successes. But we also have to have a way of dealing with lots of failed startups (ie. M&A, acquihires, ABCs, and liquidation)."*Reference to my newsletter describing a time of "downrounds, shutdowns and recaps" on a monthly basis.(44:28) Yifat Aran's article The RSU Time Bomb: Regulating Startup Equity Compensation in the Unicorn Era. Triggered by Stripe's downround in March 2023 (raising $6.5 billion at $50 billion valuation).(52:51) On current equity compensation practices and the private/public market divides.(54:51) Consequences of startups staying private for longer (SPL) or forever.- Rapid fire questions for Yifat Aran:(58:31) Books that have greatly influenced her life: The Death of Ivan Ilyich by Leo Tolstoy (1886)(59:56) Her mentors: Dorit Beinisch (Former President of the Supreme Court of Israel)Joe Grundfest, Stanford Law School.Elizabeth Pollman, Penn Carey Law School.(01:02:30) Quotes that she thinks of often or lives her life by: "I believe that you can achieve everything, but you aren't likely to achieve everything at the same time."(01:03:13) An unusual habit or absurd thing that she loves: chic flicks and gummy bears to write papers.(01:03:46) A living person she admires: Arthur Rock.Elizabeth Pollman is a Professor of Law and the Co-Director of the Institute for Law & Economics at the University of Pennsylvania Carey Law School. She teaches and writes in the areas of corporate law and governance, as well as startups, venture capital, and entrepreneurship.Yifat Aran is an Assistant Professor of Law at the University of Haifa. She is also a lecturer in the MBA program at the Technion, Israel Institute of Technology, and a research fellow at the Rutgers Institute for the Study of Employee Ownership and Profit Sharing. She is primarily interested in corporate law and governance and securities regulation, with a focus on venture capital and entrepreneurship. __This podcast is sponsored by the American College of Governance Counsel. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

(0:00) Intro.(1:21) About the podcast sponsor: The American College of Governance Counsel.(2:08) Start of interview.(2:49) Larry's "origin story." (4:49) About the Internet Security Alliance (ISA). Founded in 2000 by former Congressman Dave McCurdy, former chairman of the House Intelligence Committee. Larry joined as CEO from the beginning."The ISA view is that we need to look at not just how the attacks are occurring, we also need to look at why the attacks occur. Because unless we understand why the attacks occur, we're never going to be able to create a truly sustainable system.""Cyberattacks are cheap, easy to acquire, they're incredibly profitable, trillions of dollars a year in damage. The business plan is fabulous, same attacks all over the world constantly. It's hard for on the defense side, we're defending an incredibly porous perimeter. It's hard to show return on investment to things you've prevented, and there's no law enforcement. We prosecute maybe 1% of cybercrimes. So it's that imbalance in the economics of cybersecurity that ISA focuses on.""The reason that we have all these attacks is because it is such a profitable endeavor to do these attacks."(10:19) China's threat in cybersecurity.(12:07) About the NACD/ISA Director's Handbook on Cyber-Risk Oversight.(15:36) On the evolution of the Directors' Handbook since it's first version in 2014. International editions, and adding a 6th ESG principle ("the systemic resilience and and collaboration principle").(20:20) On the cost of cyber crimes: expected to cost the world ~$8 trillion dollars in 2023 (per the WEC)."The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."(24:40) Principle 1: Cybersecurity from IT risk to a strategic, enterprise risk."We would argue that cybersecurity should be considered in the same sense by a board, that they would consider finance and legal. So the board does not make any decision, any important decision, without consulting with legal and finance. We would argue in the 21st century, there's not a single important decision the board makes, major decision, that does not have a cybersecurity component to it."(27:12) Principle 2: Legal and Disclosure Obligations.(28:05) Principle 3: Board Oversight Structure and Access to Expertise."[I]t is probably not necessary, it may not even be a good thing, to have a cyber experts, so to speak, on the board. We think that this is a full board responsibility."(29:43) Principle 4: Enterprise Framework for Managing Cyber Risk.(31:03) Principle 5: Cybersecurity Measurement and Reporting."[T]he core definition of what a cyber risk is, is how much money is this going to cost our firm over a certain period of time. That's a definition of risk. And you need to be able to figure out what this means to the business. [T]here is all sorts of spending, you know, in cybersecurity. We are now seeing exhaustion with that. We're seeing boards saying, hey, we're not going to increase your budget by 200% every year. Can't do it."(33:53) On the SEC mandating cybersecurity experts in the boardroom.."ISA's number one legislative agenda is we need much more cybersecurity people. You know, one of the reasons that we can't have a cyber expert on every board is we don't have enough cyber experts for every board."(36:53) On SolarWinds' CISO enforcement action, and the case of Uber's CISO conviction.(41:40) How should boards think about China risk ("digital silk road")"I think it was General Alexander who commented that the theft of intellectual property from cyber means is the largest single theft in world history."(45:36) Regulating Artificial Intelligence (AI) and OpenAI's case."Dave McCurdy used to say that Congress does two things well, nothing and overreact. So we're in that do nothing space with AI now. We don't want to overreact."(49:28) Three other issues for boards to consider: 1) The cybersecurity personnel shortage (we currently have a shortage of about 750,000 cybersecurity jobs we can't fill); 2) We should create an economic cyber security model; and 3) Challenges to Government regulation of cybersecurity.(53:08) Books that have greatly influenced his life: Working by Stud Turkel (1974)(53:47) His mentor: his father.(54:49) Quotes that he thinks of often or lives her life by: "This argument has the added benefit of being true" by Henry Kissinger. "The Godfather is never afraid to demonstrate his friendship first." from The Godfather book by Mario Puzo.(56:12) An unusual habit or absurd thing that he loves: "(Post COVID) I spend an hour a day just with my son, an hour a day just with my wife and an hour a day working out for my own health."(58:00) The living person he most admires: Barack Obama.(59:43) About his new TV show "Fixing Cybersecurity" (launching in January 2024).Larry Clinton is t

*Prior episodes reviewing Succession:Season 1: E98 (May 22, 2023)Season 2: E102 (June 26, 2023)Season 3: E109 (Sept 11 , 2023)0:00 -- Intro.2:12-- About the podcast sponsor: The American College of Governance Counsel.2:58 -- Start of interview.3:54 -- On the influence and leadership style of Logan Roy. The "ultimate corporate governance challenge."6:41 -- Comparing the (fictional) Roy family with the (real) Murdochs and Sultzbergers. "Why is Logan trying to sell Waystar? The answer is simple. He knows his kids can't cut it. So, his way of getting out of this whole dilemma is to sell the company, give the kids billions of dollars, you know, as their share for their stock, and then let them all go their own way."09:47 -- On dual-class share structures. "[In the media business] just because you have dual shares doesn't mean you will always be protected from the vagaries of the marketplace." (example: the Bancroft family with the WSJ).13:06 -- On the role of media and politics. Joe Nocera: "My line on succession is using succession to understand corporate America is like using the Simpsons to really understand small towns." 18:42 -- On corporate money in politics: "Forget Presidential elections. The real thing that happens in real life is that companies give lots of money to congressmen and senators who are on committees that they care about and who are willing to do their bidding. That's how it works. And that's why the little guy always gets screwed in these things, because they don't have the potency. They don't have the money. They don't have the access. And in terms of influence, it's not just media. It's all kinds of companies that are doing this for their own interest. And that's the way the world works. Is it nice? Is it good? No, not necessarily, but that's how it works."19:57 -- On fraud and stockholder litigation. The overstating of subscribers in India by GoJo.24:05 -- The role of the board of Waystar Royco in the takeover negotiation with GoJo. The example of Twitter acquisition by Elon Musk, and HP-Autonomy. Joe Nocera: "Companies overpay all the time because the CEO wants to build his empire, because they think there's something there that turns out not to be there, because they're in a competition with another company and they got to have this victory. Overpaying is very normal and then you have these multi-billion dollar write-downs blah blah blah."28:23 -- Comparing Lukas Matsson to Elon Musk. "The rise of the ungovernable CEO."30:34 -- On obstacles to women in the workplace. The cases of Shiv, Geri and Ebba. Kate: "It's an extreme version, but these are real issues that real women face all the time. I don't know that there's a corporate governance solution to it, other than culture, right? You know, it all comes back to culture and how you build culture." 36:35 -- On corporate culture: Joe: "In the modern age, the Rupert Murdochs and the Logan Roys are anomalies. I mean, you've got a situation now where David Solomon at GS is being widely criticized. Why? Because he's a harsh boss, he's a brutal boss, he makes demands, he's not an empathetic person. And nowadays companies want leaders that can nurture and lead by example and can get people to do things because they want to do them for the person or the company rather than they have to. And so, and then, you know, nowadays they can't even get the employees to come to work."39:12 -- On ESG and the politicization of corporate governance. Joe: "Why did the ESG come along in the first place?A lot of the reason is because the employee base at a company like Kellogg's, or Procter & Gamble, or Xerox, or IBM, they're mostly socially liberal. They're pro-choice. They're pro-environment. They're pro-BLM. And a lot of this movement began in the first place because companies wanted to make their employees happy. They wanted to give their employees a sense of a higher purpose than just, you know, banging out copier machines. And so ESG evolved. You go to a company like General Mills or Kellogg's and you walk down the aisle [...]And all on the walls, you're going to see, you know, come and help build a house for the homeless next Saturday. Or, you know, we're going to be the greenest company in the world in five years. Here's what we need to do. Or blah, blah, blah. People inside these companies are not complaining about it. They like it. [T]he conservative movement has made a big deal about this and they've gone after Larry Fink at BlackRock, but to me, 90% of it is bullshit. It's just, you know, ESG is a way to make your employees happy. That's all it is. And for the conservatives, it's a lovely way to bash corporations."43:54 -- On the last boardroom scene, voting for the GoJo takeover.46:36 -- Take-aways for corporate directors from the Succession show. Kate: "I think it's a tremendous cautionary tale for directors and officers and leaders of companies in terms of the core part of governance, which I believe is, how do you make decisions? How does a cor

0:00 -- Intro.1:26-- About the podcast sponsor: The American College of Governance Counsel.2:13 -- Start of interview.3:47 -- Ker's "origin story." 7:41 -- His history with the American Chamber of Commerce in Shanghai (AmCham).9:42 -- About his book “Selling to China. Stories of Success, Failure and Constant Change.” (2023). "We felt that it was important to remind people why we're doing this in the first place, you know, what's good about our relationship with China. We wanted bring the commercial issues back into the conversation."13:31 -- On the current idea of “uncoupling” or “de-risking” the US economy from China."I think it is good to talk about 'de-risking' rather than 'decoupling'." "I don't think a complete decoupling is realistic and it's certainly not in the interest of either side. But I think the de-risking term is helpful, in the sense that it aims at communicating the intent. {The intent] here is not to punish China or isolate China or decouple from China, but it is to protect our interests, whether they're military interests or strategic economic interests."16:46 -- On whether the US policies and sanctions towards China are effective."The narrative is that the export controls and sanctions and de-risking coming out of Washington DC is simply pushing China to be more self-sufficient." "This has to be seen as a temporary measure, that gives us time to resolve the actual conflicts that exist."21:21 -- On the US responding with its own industrial policy to catch up with China (e.g. in batteries and EVs). "We've got to be careful not to slip into outright protectionism and allow this to change who we are as a country and how we've been successful as an economy." "[I]f we get into a situation where we are indeed trying to limit China's economic rise, and literally keep China economically contained, that is a dangerous path, and it's a bad narrative, because it inevitably leads to conflict.""I'm basically conservative when it comes to economic issues and fiscal policy, but I have actually been saying for quite a long time that the US needs to get over its aversion to industrial policy and put some planning in place."30:38 -- On China’s private sector."[B]eijing actually kept a remarkably light hand [in the development of the internet industry]. I give the Beijing policymakers full credit there for knowing that they needed to stay out of the way and let that happen." "Now we've seen the pendulum swing back the other way." "Jack Ma was going around visiting countries and he would almost be treated like a head of state. I think Jack Ma must have, because his company is publicly listed in New York, he might have confused himself with a Western CEO. He's not. China is China and the West is the West, especially in the tech sector. So yeah, he's been disciplined as have some other tech leaders."36:21 -- On the fate of TikTok in the US.40:38 -- On the recent APEC meeting in SF, and his take on Presidents Biden and Xi Jinping meetings. "I put it in the category of huge success that the meeting happened, that Xi Jinping actually showed up." "It's critical that Xi and Biden meet face-to-face because of the Chinese political system, it is so concentrated at the top."46:09 -- On the risks of a military conflict between the U.S. and China over Taiwan. "We should not underestimate [China's] willingness to take the island and take it by force. I think at some point you have to just take them at their word. If you listen to the domestic media and domestic speeches that Xi and others make in China, it's quite clear that they're highly motivated to take the island and willing to." "[But] I don't think it's imminent, mostly because of the difficulty of taking the island and of the probability of success on the Chinese side.""I think the probability of an accidental conflict [is] high. And until the agreement of the last week or so, the ability to de-escalate and de-conflict, low." "In other words, without that military-to-military hotline, there would be no way for it to de-escalate."50:35 -- How should boards think about de-risking its China exposure."They should be thinking about what are the hard assets that they have, both in mainland China and in Taiwan? What I'm hearing boards do is that some of them are converting their businesses to more asset light. So, in other words, converting a wholly owned subsidiary to maybe selling off some of the shares to make that into a minority investment or a full asset light model might be literally selling factories and hard assets and then maybe licensing them back or something like that to where they wouldn't have to literally write them off the way many companies had to do in Russia when that took place, and you saw large companies writing off literally billions of dollars of assets off their balance sheets because they could no longer have access to them.""Again, I don't think that we are on the brink here, but it would be wise to have plans in place in the case of, especia

0:00 -- Intro.1:26-- About this podcast's sponsor: The American College of Governance Counsel.2:13 -- Start of interview.2:45 -- John's "origin story." His time at WLRK and at the SEC.4:15 -- His focus at Harvard Law School and Harvard Business School.4:39 -- About his book THE PROBLEM OF TWELVE: When a Few Financial Institutions Control Everything (2023). Publisher: Columbia Global Reports. "Around the year 2000 [Index Funds and Private Equity Funds] began a sustained takeoff and the book is motivated to tell the story of how that happened and then more importantly what's happened since 2000 with 10-15% compound annual growth every single year for both kinds of funds which is much bigger and much faster than the economy or the capital markets or corporations.""The problem of twelve is just trying to get a catchy way to get people to understand that it's not just growth, that'd be one thing, but it's concentration."11:22 -- On "What came before: the Twentieth Century's Public Company" and the rise of private markets."Actually, the public markets have gotten bigger, even though the number of companies has fallen. It's not like they're shrinking, which sometimes is the way people talk about it. But what's different is their autonomy is declining. So in 1990, the board of a public company and its CEO were the centers of power. If anything, the CEO was probably the most dominant player and the board was kind of a check. The shareholders were kind of out there, but they really only mattered in a hostile takeover. That was it." "[By year] 2000, 2010, and definitely today what I just described is not true. Boards are now more powerful than CEOs in general. They have a greater influence over setting strategy today.""[The] power started and ended with the CEO in the boardroom. And that really has, I think, dramatically declined and continues to decline as a way of describing how the US economic system works."15:39 -- Evolution of US boardrooms since the 1970s."I think of boards as becoming more important during that period because businesses were stumbling. As long as CEOs were successful in running their empires, I don't think the pressure to provide a different governance system would have been nearly as powerful.""Jay Lorsch at HBS wrote an early study suggesting that boards really were not doing much. Jay was very much part of the movement to get boards to be more active, because he thought that was better than the alternatives of either continued stagnation in economic activity or worse solutions, which other people were proposing."20:19 -- On the impact and evolution of Index Funds."[T]he key thing is scale. It's not as if there's like 55 different index funds all competing with each other. No, there's really just a small number of families [ie. the Big Four, BlackRock, Vanguard, State Street and Fidelity] that are achieving these scale levels. So that's the basic problem of the book.""[W]hen Jack Bogle set up Vanguard, he wasn't setting out to take over half of all the stocks in the country. It took him 30 years just to get to 2%. It's just a side effect and so the system was not designed with that kind of concentration in mind. "[W]e're now having to go through a period where we've already started and it will continue for people as these things continue to grow and get even bigger to really rethink where should the governance power sit. Should it sit, at the board? Should it sit at the fund portfolio manager who doesn't really exist in an index fund, it's just a guy who has a list? Should it sit with a corporate governance professional that the fund advisor hires, that the fund then gives the power to? Or should it be something more complicated, some set of interactions between different people over time? And I tend to think that last thing I said is the right answer, but getting exactly the solution is hard, which is why I didn't call the book The Solution to the Problem at all, because I don't really have a perfect solution."27:12 -- On the polarization of corporate governance and the ESG backlash."If it had not been climate, which is Larry Fink's, of course, major focus that generated most of the pushback, it would have been something else." "State Street a few years ago made a point of saying publicly that if the boards that they voted for were not sufficiently diverse and they had some specific criteria, they would withhold votes from the nominating committee chair. And you can see in the data, if you look at the way boards are formed, the impact of State Street's intervention."30:35 -- On the pass-through voting initiatives."If you look at the websites that BlackRock and Vanguard and State Street all have up about what they're doing, they're not really passing the votes through or even getting close to it. They're going to let their own investors once a year pick a policy from a limited menu of policies, and then they're going to look how many people pick which policy, and then that will inform how the

0:00 -- Intro.1:14-- About this podcast's sponsor: The American College of Governance Counsel.2:09 -- Start of interview.2:41 -- Abby's "origin story." 4:11 -- Her time at Hambrecht & Quist. Distinctions between IPO market in the 1990s and the current environment. Her time as a CEO of a venture-backed e-commerce company. Her time at Russell Reynolds (7 years).10:36 -- The history, mission and current focus of her company Boardspan, founded in 2014. "To help boards succeed." "[The focus is a mixture of] a traditional service business [board recruiting] and a very modern brand new IT business, around assessments and information gathering and marry those two." "And I think that was the hardest part quite honestly, is how you marry both the service and a software business and deliver both at the same time."14:24 -- On high performing boards and board culture."We developed a framework to talk about high -performing boards. [It is] really simple. I call it OARS, which is like rowing a boat, just to make it easy for people to remember. 'O' stands for oversight, 'A', accountability, 'R' is risk mitigation, and 'S' is strategy.""We all know that board work is a team sport. So, if board members are not aligned, it's really hard for them to do their work. It's not an individual sport and everybody knows that."17:24 -- Differences in board dynamics between public and private (venture-backed) boards.23:28 -- On the importance of board committees. "Committees are where the vast majority of the board's work is done, and they're really important. I often refer to them as the workhorses of the board.""I just want to remind your listeners that committees don't make decisions. They make recommendations when it comes to the major actions. And so it's not that control is transferred to a committee, it's the leaning on them, the leverage, the expertise that is transferred.""If a board member really wants to have influence on a particular issue that a committee is undertaking, then join the committee, don't discount their value to the board."26:42 -- On board evaluations. "[W]e are big believers in having objective data. Now, objective data can be quantitative and qualitative, but you still want that objectivity as a way to sort of lead you onto a path of growth. So we like the number side because it helps put a stake in the ground. You can measure progress and critically, you can benchmark to peers, which is something that we find and hear back from our clients is absolutely invaluable." "We have found the act of doing an evaluation with a third party is the biggest step forward."30:48 -- On the Board/CEO relationship. "It's the most important relationship of all. And personally, I'm not a believer that the board's job is simply to hire and fire the CEO. I think that's, in all due respect, an old school perspective."34:25 -- On the role of the Chair or Lead Independent Director. "The role of the chair, independent chair or lead independent is critical. And that's true whether it's a large public company, a small private company and everything in between, because they're often in that role of helping to facilitate the board's contributions, the board's role." "Figuring out where's the line and how [the board can] add value, that tone gets set by the partnership between the CEO and the chair."36:53 -- On CEOs moving to Chairman role. "It is really hard for people to take off one hat and put the other one on. So it really has to be discussed."40:02 -- On the evolution of boardroom diversity. "Another metaphor I often use for boards are tapestries, meaning that you're kind of weaving together different threads. I referred to the team sport earlier, but perhaps the better metaphor really is it's a small symphony, not a big one, but a relatively small symphony where you're bringing different skills, perspectives and ways that board members can contribute that makes the group as a whole stronger. And back to our prior conversation about board chairs, they're the conductor of that symphony and that's an invaluable role. But it doesn't mean that that conductor or any one other person who plays the violin is a great percussionist or a great woodwind or something like that. So it's about bringing all of these together. We've made a lot of progress in board diversity."43:04 -- Abby's take on ESG and the ESG backlash ("green hushing").45:59 -- On the question of single issue directors from a board composition perspective. "[Y]ou and your listeners are well aware of the QFE requirement to have a qualified financial expert. I do believe that at some point we're gonna see those requirements in other areas. Now, cybersecurity might be one of the first ones where we see a "QCSE" requirement." "I think people need to remember that a good board member grows with the board [...] and they can grow and figure out how to contribute in other ways."49:45 -- On geopolitics in the boardroom. "We use a really simple model with our clients and it's based on

0:00 -- Intro.1:27 -- About this podcast's sponsor: The American College of Governance Counsel.2:23 -- Intro of Webinar (and speakers) by Nancy Easterbrook, Executive Director of SVDX.5:33 -- Start of webinar by Dan Siciliano, Chair of SVDX.6:40 -- Some differences between private (VC-backed) and public boards.9:23 -- The role of independent directors in venture-backed companies. 14:00 -- Specific issues in VC industry: preferred vs common shares and impact on director fiduciary duties and dual-fiduciary duties. The Trados case (2013).18:14 -- An edge-case proposed by Heidi Roizen: voting as a director vs voting as a shareholder. The "sanctity of the preference stack" vs management carve-out.23:44 -- How "bad" directors can negatively impact companies and the proper use of special independent committees to "cleanse transactions." The role company counsel. Funding managing incentive plans (MIPs).29:39 -- Two lessons for independent directors from Heidi Roizen: 1) "avoid messing with waterfall distributions" and 2) run a thorough process.33:52 -- Important take-away from the Trados case: fiduciary duties are owed to the common stockholders.40:00 -- The Basho case (2018), where a VC investor was ordered to pay ~$20m in damages for using contractual consent rights granted to it as a preferred shareholder together with “hardball” negotiating tactics to force the company to the brink of insolvency and leave it with no choice but to accept “oppressive” financing terms. Inside rounds vs outside rounds.42:27 -- Other thoughts to encourage independent directors in venture-backed companies from Heidi Roizen. "You have to understand the payouts." "As a VC: lead, follow or get out of the way." "We can either be the crusher, or the crushee, but either way something is going to get crashed here." "Sometimes (...) the best thing you can do is say, look, I'll get out of the way.You guys do what you want. We're in the risk business (...) almost half of our deals don't return the capital we put in. And so to be assholes about stuff is a bad idea. You may win the battle, but lose the war, right? You may, you know, twist somebody's arm and get your couple million back, but no entrepreneur is going to want to work with you anymore."49:09 -- On director education for venture-backed companies. New program to launch from UC Law SF and Cooley in San Francisco in March 2024! *For more details: contact Evan Epstein at [email protected]:03 -- Why there are so few independent directors in venture-backed companies? Heidi Roizen: "I think they're undervalued by both investors and entrepreneurs." On board education: Heidi recommends Brad Feld's books, including Venture Deals and Startup Boards. Book mentioned by Evan: Founder vs Investor (by Zalman and Neumann).56:03 -- Heidi's recommendation for independent directors of companies running out of cash: "If the company you're on the board of has only a year or less of runway, you already should be speaking up. If your company has nine months or less of runway, you should already be beginning a process to be sold. And if your company has four months or less of runway, I would resign from that board as an independent. I would speak early, speak often, and if nobody's paying attention to you, I would actually get off that board." "[A]ll the problems happen when you have bad process and when you run out of money."59:06 -- The enhanced role of the board in this downmarket. Heidi: "Structured deals are board for startups."__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__ You can follow Heidi on social media at:Twitter: @HeidiRoizenLinkedIn: https://www.linkedin.com/in/heidiroizen/ The Startup Solution: https://threshold.vc/podcastThreshold VC: https://threshold.vc/__ You can follow SVDX on social media at:Twitter: @svdx1LinkedIn: https://www.linkedin.com/company/silicon-valley-directors'-exchange/Website: https://www.svdx.org/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__This podcast is sponsored by the American College of Governance Counsel.__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro.1:11-- About this podcast's sponsor: The American College of Governance Counsel.2:08 -- Start of interview.2:47 -- Julie's "origin story." She started her work with boards in the early 1980s with Catalyst (a non-profit women's organization whose mission is to promote women in corporate America).5:46 -- Now she's leading the Board Practice at Spencer Stewart.6:15 -- About the 2023 U.S. Spencer Stuart Board Index. Now in its 38th year, this index examines the latest data and trends in board composition, board governance practices and director compensation among S&P 500 companies.7:46 -- Comparing and contrasting board practices in S&P 500 companies with mid or small cap companies. Example: Spencer Stuart S&P MidCap 400 Index. "The trends are set in the bigger companies, and the smaller companies follow."10:08 -- Highlights from the 2023 U.S. Spencer Stuart Board Index.Skills: return to the desire to have CEOs and financial skills in the boardroom. "The recruitment of retired or active CEOs rose this year to 30% of the incoming class, which was a big uptick. And boards also recruited more directors with financial backgrounds, and they accounted for about 27% of the new directors. In both categories, retirees outnumbered active executives." "42% of S&P 500 CEOs serve on a board, meaning 58% do not. So when boards are looking for active or retired CEOs, like they were this year, they tend to look more in the retired category because they're just more available."On the practice of overboarding: "It has changed dramatically." "Now there's a restriction on how many boards a CEO can serve on. They can serve on one." "I think now most boards think that [an outside] director can serve on three total, [due to the] time [required] to devote to the company."[14:33] On companies restricting executives on serving on outside boards: "[Some] companies restrict board membership, but they don't forbid it generally."[15:58] Increase in time and commitment for board members: "It is a much more time-intensive job than it used to be." "There was a survey that was out a while ago that said board members spent 210 hours or something like that, we just did a pulse survey of directors It came back saying they think it's 350 hours now." "So it's a very time intensive job and much different than it used to be."[16:58] Survey on NomGov Chairs: "CEO experience is at the top of their list and financial experience for next year."[18:34] International experience: "International experience has really gone up among independent directors this year, 54% had spent time working outside the US, 18% were from outside the US. So that's a big changeover. If you looked for 10 years ago, that number would have been 8%."[20:18] Low turnover in boardrooms and mandatory retirement age: "We had really low turnover in the boardroom [which I find to be concerning]. This year was 7% of boards seats turned. Yet last year it was 8%, the year before it was 9%." "So boards don't change, they are evolutionary bodies. And not many people leave, which means not many people join." "[Boards] overwhelmingly use mandatory retirement as their refreshment tool. So while the percentages of boards disclosing a mandatory retirement age for directors declined a little this year, it's about 70%, the retirement age of boards with these policies goes up every year. And so now over half of boards with age limits have a mandatory retirement age of 75 or older. And a decade ago, that was 24% or so had that retirement age. So we just keep pushing, pushing the retirement ages up."[22:18] Term limits: "Very few have term limits, 8% have term limits. We get asked this question all the time because obviously, companies overseas or countries have different term limits. And it just doesn't take off here."[23:09] Average board tenure: It hasn't changed a lot [7.8 yrs]. I would say, which is kind of surprising because, you know, people are staying longer. If you look at boards right now, they tend to be a third, a third, a third: a third under five years, a third five to 10 years, and then a third over 10 years. And some of those can be very high, but that's kind of what it looks like."[24:18] On board evaluations: "98% this year reported that they had a board evaluation process. But I guess the real question is, okay, they do a board evaluation of the whole, but how many of them are doing individual assessments and are they using those to try to encourage turnover in the boardroom?"[27:35] On boardroom diversity: "Two thirds of the independent director appointments were diverse and 48% of all directors now are diverse. So it was still a pretty high number this year. But you're right, it was a pullback from the last two years where the numbers were in the 72%. And I think that George Floyd had a lot to do with that and really bringing this issue to the forefront." "I think that boards are recognizing more of the value of having diversity in the room and the value of the message

0:00 -- Intro.1:38-- About this podcast's sponsor: The American College of Governance Counsel.2:34 -- Start of interview.3:13 -- Mauro's "origin story." 4:11 -- About AMEC, and his time as CEO of the organization (2012-2017). Prior, he was Chairman of IBGC (2008-2010). "My first mission as CEO of AMEC was to become the first independent director at Petrobras" (which he served from 2013 to 2015).9:02 -- On the differences between shareholder engagement/activism in the U.S. and Brazil. 10:04 -- The corporate governance changes introduced by Novo Mercado (special listings segment created in Brazil in 2000).11:39 -- About the Petrobras corruption scandal ("Lava Jato" or "Car Wash"). He was the first independent director in Petrobras (2013) and they elected a second independent director in 2014. "1+1 in that situation equals 4." "The board simply did the Government's bidding." "But it's all gone now, there has been a huge backlash. There is no one in jail anymore." "Just like what happened in Italy with the Clean Hands Operation, there is a political wave of acquittals." "There was a class action settlement in the U.S. for $3.5 billion (2016) and PwC settled for $50 million (2018)."18:58 -- His joining the board of Vale (2021-2023), post Brumadinho dam disaster (2019). "I was elected to the board as part of an activist campaign, led by Capital Group." 23:28 -- On the SEC's action against Vale for greenwashing (settled in 2023 for $55.9 million). "Vale became a lightning rod and it is a rich company in a poor country and in a poor region of a poor country." "One executive of the company used the expression that was Vale is the peacock in the Favela." "[Vale] gets a lot of attention and focus and sometimes not fairly. It does some amazing things in terms of ESG." "Vale is actually an example that responsible mining is not only essential for the energy transition, but it actually can be good for the environment. But there's a lot of bad press around it."24:40 -- His take on ESG: "ESG should not be driven by rankings, reports and ratings. It must be driven by owners."28:50 -- On the ESG backlash. "Part of the problem has to do with the architecture of the institutional investors." "The productive way for investors to ensure that companies are doing the right thing is one-on-one engagements that cannot be done wholesale. It needs to be done in a more retail way. So this increases the value of specialized asset managers that have a smaller portfolio, that may or may not be called activists."32:11 -- On joining the board of Embraer. The impact of the Pandemic and 'work from home' in Brazil.34:55 -- On the evolving geopolitical landscape, China/US tensions and where Brazil stands in this picture. 39:17 -- On the role of independent directors, and evolution in Brazil in the last 20 years:"When you get into a situation like I was in Petrobras, you need to know where your red lines are and what to do when they're reached. You can fight and in some cases it may be the case that you need to leave and do a noisy withdrawal as I've done several times in my career so.""I fear that in many situations we have lots of companies reporting larger percentages of independent directors on their boards, but these are not really independent.""[You have to] be true to your values, know your red lines, but at the same time, try to work with people. And some things will not be the way you want. So a director who simply says no when the board goes in a way that he or she doesn't agree with is not going to be productive. So you have to, in Brazil we say we need to swallow some frogs every once in a while. You just have to watch out to make sure what are the sizes of frogs that you can swallow to make it for productive mandate on the board, but at the same time not compromising your values."43:44 -- On the question of single issue directors. "I think it's a big mistake for a number of reasons. First, because it's not enough space for all the issues to be on the boards. The other problem is that if you have a specialist on the board, say in cyber security, every time the issue of cyber security comes up, everybody will look at this guy and say, whatever he or she is telling us to do, you're outsourcing your fiduciary duty, which is terrible."45:45 -- "Brazil today has very different companies. This means that the governance structure for each one of them has to be different. And we have to understand, it's case by case, and we need to build the governance structures that are adequate to each company." "I think when we think about ESG, we're really talking about E&S, and people are forgetting the G. The G is what gets E&S done. E&S without the G is greenwashing."47:49 -- Book that has greatly influenced his life: Atlas Shrugged by Ayn Rand (2003)48:00 -- His mentors, and what he learned from them: André Jacurski and Paulo Guedes (founders of Banco Pactual).48:33 -- Quotes that he thinks of often or lives his life by: "We didn't come this far jus

0:00 -- Intro.1:21-- About this podcast's sponsor: The American College of Governance Counsel.2:17 -- Start of interview.2:49 -- Brian's "origin story." He founded a startup that sold cars online in the dot com era (CarOrder) based out of Austin TX. He later worked at McKinsey & Co. From there he moved to Diligent as CEO.6:17 -- The history, mission and current focus of Diligent Corporation. "The role of governance oversight has become much more of an exercise in risk management."11:48 -- About their new product: The Diligent One Platform.14:42 -- About his book Governance in the Digital Age. A Guide for the Modern Corporate Board Director (co-authored with Dottie Schindlinger.)17:02 -- On ESG and its political backlash. On stakeholders (BRT Restatement of the purpose of the corporation, 2019). "If you do well for your stakeholders, you're going to do well for your shareholders over a long period of time."20:00 -- How to think about ESG: "The companies that do it the right way, tie it back to their strategy." "In the US, [ESG] is much more tied to climate."23:32 -- His experience working with and serving on a private equity backed company. Distinctions with public company boards. "In PE-backed boards, you get to experience radical transparency around data and information with your board." [reference on Netflix case study by Stanford GSB]. "The longer time nature and longer term hold period of private investors can set the right mindset of management and the company around long term."29:36 -- On international distinctions in corporate governance, and running global companies. "Half our clients are located outside of the US and Canada, and more than half of our employees are located outside of US/Canada."31:47 -- On geopolitical risks, and how boards should address the rapidly changing landscape.34:16 -- On board composition: 1) They should look like customers or employees or some combination of the two, 2) technology fluency of the board should increase. How to tackle board diversity. "I look for board members who can help me see things that I'm not seeing." (achieved through directors with different backgrounds)38:05 -- Book that has greatly influenced his life: Moneyball by Michael Lewis (2003)39:09 -- His mentors, and what he learned from them: a few different partners at McKinsey & Co.40:14 -- Quotes that he thinks of often or lives his life by: "People won't remember what you said or did, they will remember how you made them feel." by Maya Angelou.41:13 -- An unusual habit or an absurd thing that she loves: he gets up super early (4am or earlier).43:00 -- The living person he most admires: his mother.Brian Stafford is the Chief Executive Officer at Diligent, a leading GRC SaaS company providing solutions across governance, risk and compliance.__This podcast is sponsored by the American College of Governance Counsel.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro.1:10 -- About new podcast sponsor American College of Governance Counsel.2:28 -- Start of interview.3:17 -- Joyce's "origin story" 5:22 -- Joyce's academic focus and executive career before joining boards of directors.8:12 -- On her board journey. "It began with non-profit board work." On serving in different types of boards. "They all offered an opportunity to collaborate with board colleagues, very smart people - learning from them, with a clear focus on growth of the institutions through innovation and being intentional about them."11:15 -- On the state of agtech. 13:54 -- Her experience serving on the board of Sunrise Banks, and more generally on the board of a Certified B Corporation.19:54 -- On the ESG and DEI backlash. "Politics is part of the system in which corporations operate."25:51 -- Her take on the current state of board diversity.33:43 -- Opportunities in Africa. 39:19 -- On the current geopolitical landscape, particularly with the U.S. decoupling/de-risking from China. Impact on global supply chains. "Near shoring, and on-shoring are critical (instead of investing in long supply chains)."45:33 -- How should corporate directors approach AI technologies.50:08 -- Book that has greatly influenced her life: Of Mice and Men by John Steinbeck (1937)51:38 -- Her mentors, and what she learned from them: her mother, dad and Robert "Bob" Bucklin (her former boss at Rabobank International).53:45 -- Quotes that she thinks of often or lives her life by: "There is no failure, only lessons."54:40 -- An unusual habit or an absurd thing that she loves: white water rafting and classical music.Joyce Cacho is an experienced executive and director, and currently serves as Board Chair of Sistema.bio.__This podcast is sponsored by the American College of Governance Counsel.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro.1:43 -- Start of interview.2:11 -- Suzanne's "origin story" "One of my proudest jobs was working with the NJ Pandemic Relief Fund"14:12 -- Joining the NYSE Board Diversity Initiative. *reference to Chief ("the only private membership network focused on connecting and supporting women executive leaders")15:22 -- Three key NYSE ESG Initiatives:The NYSE Sustainability Advisory Council (tackling the "E" in ESG)The NYSE/Syndio collaboration (tackling the "S" in ESG)The NYSE Advisory Board Council (tackling the "G" in ESG). It was created to help identify and place diverse candidates to serve on boards (*it has placed 38 board candidates, as of the date of this recording).Council: 25 members ("it launched in 2019 with 16 CEOs of the NYSE")Candidates: ~700 CEO vetted candidates.Companies: all ~2,400 NYSE listed companies + private PE/VC backed companies.25:04 -- On placing directors on cross-listed (international) companies. "Over 15% of our candidates are international"26:39 -- On the impact of SB-826, AB-979 and other board diversity efforts. "Intentionality [on this topic] works"28:47 -- On the ESG and DEI backlash. "ESG really suffers from a branding problem."31:46 -- Board dynamics, age and generational shifts in the boardroom. "The avg age of directors has remained at 64 years old."33:57 -- On the evolution and trends in board diversity. On the "pipeline falacy."36:33-- Current state of capital markets. History of the NYSE.40:27 -- Other corporate governance trends: term limits, board evaluations ("it's what you do with it afterwards"), global supply chain, green energy transition and cybersecurity expertise. *reference to E107 with David Larcker and Brian Tayan46:00 -- Books that have greatly influenced her life: Don Quijote by Miguel de Cervantes (1605 and 1615)Start with Why by Simon Sinek (2009)47:54 -- Her mentors, and what she learned from them: "it's more of a collective with other women."48:41 -- Quotes she thinks of often or lives her life by: "Success is not final, failure is not fatal, it's the courage to carry on that counts." Winston Churchill. 49:18 -- An unusual habit or an absurd thing that he loves: "I love to research obscure dogs."51:35 -- The living person she most admires: Jimmy Carter.Suzanne Brown currently leads the NYSE's effort to place more diverse candidates on corporate and private company boards. __ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro.2:02 -- Start of interview.3:02 -- Victor's "origin story" 5:30 -- Joining Stanford University's Board of Trustees, and later the board of Popeye’s Louisiana Kitchen (NASDAQ: PLKI).9:06 -- His current position as Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.9:53 -- Differences between executive and board searches. "We find people for jobs, not jobs for people"13:01 -- The role of data and automation in the search business.14:48 -- Distinctions between board searches for private and public company boards.17:27 -- Economics of search firms on executive and board placements.20:15 -- On working with Nomination and Governance Committees and the evolution of Board Matrices. On overboarding. On board expertise: cybersecurity, digital, legal, international, etc.28:38 -- Boardroom trends in 2023: Flexibility on C-suite experience, broader demand for specialized expertise (cyber, AI, ESG, etc). On the ESG and DEI backlash. "Companies are looking for supply chain expertise." On geopolitics in the boardroom.32:36 -- What are boards looking for in new directors. "They are looking for really strong core values: integrity, ethics, leadership and judgment." How to build your brand as a director. Functional expertise. "Search firms probably fill 30-40% of open board seats, that tells you that 60-70% are done the old-fashioned way (ie. by other members of the board)."37:35 -- Recommended resources for board members or aspiring board members. Latino Corporate Director Association (LCDA).39:30 -- On boardroom diversity and the state of Latin@s on corporate boards.42:17 -- Measuring effectiveness of board members.44:40 -- Books that have greatly influenced his life: Built to Last, by Jim Collins and Jerry Porras (1994).The Haj, by Leon Uris (1984)The Empire of the Summer Moon, by S. C. Gwynne (2010)46:17 -- His mentors, and what he learned from them: Art Gonzalez (president of the first bank that he worked at)Jerry Porras (Latino Action Business Network)48:35 -- Quotes he thinks of often or lives his life by: "Keep your friends close, and keep your enemies closer." 49:07 -- An unusual habit or an absurd thing that he loves.49:43 -- The living person he most admires: Pope Francis.Victor Arias is a Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023).2:00 -- Start of interview. 3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006).7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation."11:05 -- Kendall's whistleblower scenario. Conducting internal investigations.15:02 -- On government relations and political interference with federal investigations. "It essentially doesn't work." "The discretion and judgment of a line prosecutor is always going to rule the day."17:22 -- Cooperating with Federal investigations. 21:12 -- The role of the board of a public company under federal investigation.22:52 -- On "shifting to legals", internal investigations by outside counsel, and creating a special committee of the board to remove conflicts of interest.29:16 -- Explaining joint defense agreements. The Archer-Daniels-Midland case (reference to movie The Informant).33:34 -- On the link between good governance and how shareholders value the company, including activists (Josh Aronson scene) and the proxy battle.43:36 -- On sexual harassment complaints (situation between Roman and Gerri involving explicit pictures). The factor of CEO succession and how the board should conduct their selection.50:30 -- On potential GoJo red flags and need for due diligence, including leadership assessment and kicking the tires on their numbers. What could/should board be doing in this situation?55:33 -- Dealing with moguls and founders like Lukas Matsson. "I think that one of the elements at the heart of corporate governance is personal integrity and character... and Matsson is not a good guy."59:49 -- Family governance within public companies. "Ultimately it all comes down to the documents: who can vote what, who has control, who has the ability in a tie break, etc." The problem with "rubber stamping boards." Question: "would any of us invest in a company run by Kendall or Roman?"01:06:11 -- Kendall's Unreliable Testimony to the DOJ ("Queen for a day" opportunity) and Preparation Failure.Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.Sean Berkowitz is a Partner at Latham & Watkins and the Global Chair of the Complex Commercial Litigation Practice. He represents clients in complex litigation and regulatory investigations.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License