Boardroom Governance with Evan Epstein - podcast cover

Boardroom Governance with Evan Epstein

In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms.
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Episodes

Paul Washington: "The Roles of the Board in the Era of ESG and Stakeholder Capitalism."

0:00 -- Intro. 2:00 -- Start of interview. 2:36 -- Paul's "origin story". 4:13 -- On the SVB collapse and current banking crisis. 8:04 -- On his time as a senior executive and corporate secretary at Time Warner (20 years). 11:28 -- About The Conference Board (founded in 1916) and his role as the Executive Director of its ESG Center (founded in 2019). 14:15 -- About their recent article “ The Roles of the Board in the Era of ESG and Stakeholder Capitalism ” (Feb, 2023). Focus on "the whom" (stake...

Apr 10, 20231 hrEp. 92

Stephen Bainbridge: "The Profit Motive: Defending Shareholder Value Maximization."

0:00 -- Intro. 1:35 -- Start of interview. 4:35 -- About his new book " The Profit Motive, Defending Shareholder Value Maximization " (2023). He wrote it to offer context for the current debate about corporate purpose and ESG. He argues that shareholder value maximization is not only required by law, but what the law ought to require. 9:23 -- His take on why we should care about corporate purpose . 13:54 -- The legal arguments and foundation for directors' duties to maximize shareholder value . ...

Apr 03, 202359 minEp. 91

Lawrence Cunningham: "Amid Heightened Uncertainty, Directors Should Expect To Be Second Guessed."

0:00 -- Intro. 1:51 -- Start of interview. 2:44 -- On Larry's move from academia to private practice as Special Counsel in Mayer Brown ’s New York office. His writings in Mayer Brown's Across the Board 's blog. 4:58 -- His message at the 37th Annual Francis G. Pileggi Distinguished Lecture in Law at Delaware Law School to the state’s corporate bench and bar. 9:02 -- Shareholder Typologies and demographics (long/short term, low/high conviction): Indexers, Transients, Activists and Quality Shareho...

Mar 27, 202352 minEp. 90

Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked."

0:00 -- Intro. 1:36 -- Start of interview. 2:22 -- Jan's "origin story". 6:34 -- On the background of the investment firm Van Eck , founded by his father John Van Eck in 1955. 10:32 -- About Van Eck today (~$75 billion in AUM, 90% in ETFs). Jan started the ETF business in 2006. 11:45 -- About his article " ESG Died in 2022: CEO Op-Ed ." The problem of concentration of power by the big three (BlackRock, Vanguard and SSGA). Reference to the article: Bogle Sounds a Warning on Index Funds (WSJ, 2018...

Mar 06, 20231 hrEp. 89

George Dallas and Mike Lubrano: Governance, Stewardship & Sustainability.

0:00 -- Intro. 1:38 -- Start of interview. 2:56 -- George's "origin story." He's based in London since 1988. About his new role at the European Corporate Governance Institute (ECGI). 7:24 -- Mike's "origin story." On his experience with ADRs and cross-listings with Latin American companies. His experience working at NYC and Mexican law firms, the World Bank, the International Finance Corporation (IFC), OECD-Latin America Roundtable on Corporate Governance and Cartica Management. 15:52 -- On the ...

Feb 27, 20231 hr 9 minEp. 88

Ann Lipton: "The Twitter v. Musk Case is both a Vindication and a Condemnation of Corporate Law."

0:00 -- Intro. 1:47 -- Start of interview. 2:19 -- Ann's "origin story" . 4:10 -- Her background working with plaintiff law firms , and how that experienced has informed her scholarship. 7:02 -- Take-aways from the Twitter v Musk case , the " trial of the century that wasn't. " "The broader lesson for me is that it's both a vindication and a condemnation of corporate law": Vindication : The outcome should not have been in doubt (for any expert in that area of law). Musk's case was extremely weak...

Feb 21, 20231 hr 6 minEp. 87

Stephen Davis: On the Rise of Investor Stewardship.

0:00 -- Intro. 2:12 -- Start of interview. 3:00 -- Stephen's "origin story" . His start with IRRC in Washington, DC (1988). His focus on international corporate governance. 7:01 -- The anti-Apartheid divestment campaign in South Africa. "Most people don't quite realize that in the U.S. the real corporate governance movement -what we might call today the ESG movement- stems from the campaign for anti-Apartheid sanctions and divestment." (early 1970s). 10:27 -- On the historical background of inve...

Feb 06, 202356 minEp. 86

Mario Mancuso: Geopolitics, National Security and Strategy in the Boardroom.

0:00 -- Intro. 1:42 -- Start of interview. 3:31 -- Mario's "origin story" . 9:25 -- The origin, evolution and impact of CFIUS . "The (regulatory) process is the bottle, national security is the wine." The driver of CFIUS is national security. 13:11 -- On the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) . 18:18 -- His recommendation on how boards should think about CFIUS matters. His book: " A Dealmaker’s Guide to CFIUS: Answers to Common Questions from Boards, Bankers and In...

Feb 01, 202352 minEp. 85

Joe Grundfest: 2022 in Review and Governance Trends for 2023.

0:00 -- Intro. 1:50 -- Start of interview. 4:09 -- His take on the state of capital markets. From the highs of 2021 to the lows of 2022: the impact of interest rates in asset valuations. 6:59 -- On tech layoffs . "The effects on the labor market are not as large as the numbers suggest." 8:34 -- The impact of downturn on public and private investors. 10:07 -- On AI, ChatGPT and the emergence of this new technology. 12:45 -- On the crypto industry and its regulation challenges. "There is going to ...

Jan 23, 202343 minEp. 84

Peter Gleason: "We Look at Board Directorships as a Profession with Accountability and Expectations."

0:00 -- Intro. 1:31 -- Start of interview. 1:57 -- Peter's "origin story" . 2:40 -- His career prior to NACD, including at Institutional Shareholder Services (ISS). Peter joined NACD in 2000. 4:52 -- On the origin and mission of the National Association of Corporate Directors (NACD) . Founded in 1977 by John Nash . Today the organization has grown to 23,000+ members. 7:02 -- About the NACD Directorship Certification (created three years ago). About 2,800 candidates have registered, and about ~1,...

Jan 05, 20231 hr 4 minEp. 83

Lydia Beebe: On Corporate Secretaries and the Evolution of Corporate Governance.

0:00 -- Intro. 1:40 -- Start of interview. 2:25 -- Lydia's "origin story" . 3:35 -- On her career at Chevron , particularly as Corporate Secretary and Chief Governance Officer. She was the first woman elected Officer at Chevron. 7:22 -- On board agendas . 10:28 -- On how the Corporate Secretary and Chief Governance Officer roles have evolved in U.S. public corporations. 13:56 -- Her personal path to corporate board memberships . [14:36] HCC Insurance Holdings (acquired one year after she joined)...

Dec 26, 202258 minEp. 82

Bob Zukis, CEO of the Digital Directors Network: On Cybersecurity in the Boardroom.

0:00 -- Intro. 1:38 -- Start of interview. 2:06 -- Bob's "origin story" . His professional career with PwC and management consulting globally. 4:31 -- On globalization , China and current geopolitical tensions. 6:14 -- His career post PwC. He led a venture-backed SaaS company and became an Adjunct Professor at USC. 7:28 -- About the Digital Directors Network , focused on digital and cybersecurity in the boardroom. "It's an educational/training, advocacy and advisory platform." 11:40 -- The value...

Dec 19, 202254 minEp. 81

Mary Cranston: "A Good Strategic Lawyer Should Be a Requirement on Every Board."

0:00 -- Intro. 1:34 -- Start of interview. 2:28 -- Mary's "origin story" . About her legal career at Pillsbury Winthrop Shaw Pittman LLP. On the influence of Toni Rembe on her board career. 9:13 -- On her transition to a board career, and lawyers as corporate directors . "Boards have prejudice against putting lawyers on boards. I think that is wrong and extremely short sighted [But I think we are starting to see a real trend of more lawyers on boards.]" The ABA and Catalyst's DirectWomen Initiat...

Dec 12, 202249 minEp. 80

Insights from Silicon Valley: Who’s Up, What’s Down & Why it Matters.

0:00 -- Intro [Evan Epstein] 1:30 -- Intro [David Beatty] 3:50 -- Start of interview. 4:55 -- Discussion on unicorns . [see research on unicorn exits ]. 9:17 -- On the rise of private markets . 11:57 -- On startup governance . 15:31 -- The importance of governance in downturns (in contrast to bull markets). 16:32 -- Elon Musk and his companies. 18:42 -- On layoffs in the tech industry this year. 20:05 -- How boards are adapting to the "digital tsunami" (board composition: age, 'tech savvy' direc...

Dec 05, 20221 hrEp. 79

Bill McNabb: Talent, Strategy and Risk. How Investors and Boards Are Redefining TSR.

(0:00) Intro (2:21) Start of interview. (3:14) Bill's "origin story" (6:57) On why he joined Vanguard in 1986, and what makes the company so special. "Intellectual rigor of Wall Street with mid-western values." (10:30) On Bill's board career. He first joined the Philadelphia Zoo (he stepped down this summer after 16 years) and currently serves on the boards of UnitedHealthcare Group and IBM , plus other PE and VC-backed companies and non-profit boards. The connection between public and private b...

Nov 28, 20221 hr 16 minEp. 78

Susan Angele and Stephen Brown: Insights from the KPMG Board Leadership Center.

0:00 -- Intro. 2:09 -- Start of interview. 2:54 -- Susan's "origin story" . 4:18 -- Stephen's "origin story" . 6:24 -- The origin and mission of the KPMG Board Leadership Center . It started with the Audit Committee Institute in 1999. 12:12 -- The progress on board diversity and onboarding insights for new directors. Example: Board Readiness Program from LCDA . "Two important elements for new directors to think about: 1) to deeply understand the role of the board and how that differs from manage...

Nov 21, 20221 hrEp. 77

Henry Sanderson: Volt Rush, the Winners and Losers in the Race to Go Green.

0:00 -- Intro. 2:10 -- Start of interview. 3:00 -- Henry's "origin story" . His other book " China's Superbank: Debt, Oil and Influence - How China Development Bank is Rewriting the Rules of Finance") (2012) 5:03 -- His current role at Benchmark Mineral Intelligence . 6:09 - The origin of his book Volt Rush: The Winners and Losers in the Race to Go Green (2022). 10:09 -- On the new battery age and the origin of lithium-ion batteries for EVs. 12:53 -- On Contemporary Amperex Technology (CATL) and...

Nov 14, 202259 minEp. 76

Alison Davis: "U.S. Boards Could Benefit From More Listening Sessions With Key Stakeholders."

0:00 -- Intro. 2:08 -- Start of interview. 2:45 -- Alison's "origin story" . 5:07 -- Her experience in management consulting with McKinsey & Co and Kearney. 5:49 -- Her experience as CFO at Barclays Global Investors (now BlackRock) and with private equity as the managing director of Belvedere Capital, focused on investing in US banks and financial services firms. The challenges of banking post-financial crisis and Dodd-Frank (2010). 9:26 -- Her pivot to fintech and blockchain investing. Sinc...

Oct 17, 202252 minEp. 75

Nora Denzel: On the Future of the American Board.

0:00 -- Intro. 1:38 -- Start of interview. 2:06 -- Nora's "origin story" . 4:33 -- How she got started on her board journey. 6:25 -- The distinctions between serving on advisory boards and private venture-backed company boards. 11:27 -- On serving on non-profit company boards. Nora has served on the boards of NACD , YWCA of Silicon Valley and the Anita Borg Institute . 13:50 -- On serving on private equity (PE) backed company boards. *Prof Ron Gilson's article on Boards 3.0 . 16:34 -- On serving...

Oct 10, 202255 minEp. 74

Louis Lehot: "It All Happens Outside of the Boardroom."

0:00 -- Intro. 1:28 -- Start of interview. 2:04 -- Louis's "origin story" . 4:14 -- His current role at Foley & Lardner . 5:48 -- On the question of " compromised independent directors ." Reference to the Delaware case Goldstein v. Denner . 10:25 -- The higher scrutiny over independent directors in this downturn (particularly on M&A, downrounds and recaps). 14:22 -- How venture terms have changed in this environment. From "founder-friendly" to "investor-friendly." Supervoting shares, liq...

Oct 04, 202251 minEp. 73

Claudia Fan Munce: "The Board's Role is to Challenge Management to Think Outside of the Box."

0:00 -- Intro. 1:30 -- Start of interview. 2:27-- Claudia's "origin story" . She was born in Taiwan and grew up in Brazil. She came to the US after college. She studied CS and later went to work for IBM, where she had a 30 year career including founding the firm's Venture Capital Group. Post IBM, she joined NEA as a venture advisor, and has served on several corporate boards. 8:31 -- On the evolution of corporate venture capital (CVC) at IBM, and the industry generally. In 2012, she was the firs...

Sep 26, 202252 minEp. 72

Beatriz Infante: "There Is A Very Clear Bright-Line Between Management And Governance."

0:00 -- Intro. 1:26 -- Start of interview. 2:01 -- Beatriz' "origin story" . She was born in Cuba, grew up in NY and Miami. She was part of a NSF pilot program in Miami to "raise the next generation of scientists," starting in middle school. She learned to program computers in high school, and from there she got into Princeton where she studied computer science. She then went on to Caltech to continue her CS graduate studies. Her first job after grad school was with HP. She later founded a start...

Sep 19, 20221 hr 17 minEp. 71

Kris Pederson and Jamie Smith: Takeaways from the 2022 Proxy Season.

0:00 -- Intro. 1:40 -- Start of interview. 2:20 -- Kris' "origin story" . 5:20 -- Jamie's "origin story" . 7:30 -- About the EY Americas Center for Board Matters . It has three mandates: To conduct primary research in corporate governance (Jamie is the research lead). They have a proprietary proxy database and benchmarking database. Insights for directors. To support boards of directors. For example with board committee work, new board formation (IPO, divestitures, spin-offs, etc.) To organize a...

Sep 12, 20221 hrEp. 70

Adam Sterling: The Independent Director Initiative.

0:00 -- Intro. 1:23 -- Start of interview. 3:32 -- Adam's "origin story" . He grew up in southern California where he attended UCSD and graduated from UCLA. In college he became an activist focusing on the conflict in Darfur, Sudan, and developed a "targeted divestment" model. After college he became a social entrepreneur based in Washington, DC. 4:06 -- His decision to pursue a JD/MBA from UC Berkeley . While in grad school "he fell in love with the startup tech scene" and during business schoo...

Aug 23, 202251 minEp. 69

Santiago Siri: Crypto Governance, DAOs, Digital Identity and Voting.

0:00 -- Intro. 1:30 -- Start of interview. 3:32 -- Santi's "origin story" . He was born and grew up in Buenos Aires, Argentina. "The year 1983 was a symbolic year in Argentina because it's the year that democracy came back to the country." "My generation was tainted by two events: the hyperinflation of 1989 and the collapse of 2001 (peso devaluation and bank deposit freezes)." 5:11 -- Argentina's strange political case. 7:24 -- Santi's professional background going from gaming, to founding " Par...

Aug 15, 20221 hr 13 minEp. 68

Sandra Guerra: "The G in ESG is the Driver of Everything."

0:00 -- Intro. 1:47 -- Start of interview. 2:39 -- Sandra's "origin story" . She was born and grew up in Sao Paulo, Brazil. After graduating from UNIP with a degree in communications she worked as a journalist for 10 years. She later transitioned to executive roles. In 1995, she was invited by Bengt Hallqvist to join a group to discuss issues impacting boards in Brazil. "She had nothing to do with boards at the time." "[B]ut she fell in love with the topic." That led to the creation of the Brazi...

Aug 08, 20221 hr 9 minEp. 67

Derek Zaba: Partner and Co-Chair of Sidley’s Shareholder Activism Practice.

0:00 -- Intro. 1:34 -- Start of interview. 2:04 -- Derek's "origin story" . He grew up in Chicago and graduated from WUSTL with a degree in applied math and an MBA in finance. From there he went to Capital One , "at the time it was at the forefront of making decisions with data". He then got his law degree from Stanford Law School (Class of '04). After graduating he joined WLR&K. From there he moved to hedge funds including Scoggin Capital (NY) and then Voce Capital (SF/Bay Area). In 2015, h...

Aug 01, 202254 minEp. 66

Francine McKenna: "You Cannot Restrain The Heartless Except Via Enforcement."

0:00 Intro. 1:37 Start of interview. 3:03 Francine's "origin story" . She grew up in Chicago and graduated from Purdue in accounting but "she hated it." She began in internal audit at Chicago’s Continental Illinois National Bank and Trust . She later worked with KPMG/BearingPoint in the early 1990s. She also worked at JP Morgan where she focused on Y2K risk . Post Sarbanes Oxley she worked at PricewaterhouseCoopers LLP until 2006. She then pivoted as an investigative reporter and feature writer....

Jul 27, 20221 hr 23 minEp. 65

Keir Gumbs: "Governance Directly and Unequivocally Impacts Value."

0:00 Intro. 1:34 Start of interview. 2:12 Keir's "origin story" . He grew up in the Bay Area and went to high school in Oakland where he ran track and got a scholarship to go to Ohio State . After realizing he wasn't going to be an Olympian, he decided to study law at U Penn . When he graduated in 1999, he joined the SEC where, among other matters, he was part of the shareholder proposals taskforce which led him on the path of corporate governance. After 6 years at the SEC, he joined Covington &...

Jul 05, 20221 hr 5 minEp. 64

Ana Dutra: "Think of Your Board Journey As Any Career."

0:00 Intro. 1:45 Start of interview. 2:40 Ana's "origin story" . She was born and raised in Rio do Janeiro, Brazil. She got degrees in law and economics, and started her career in sales at IBM in Brazil in the mid-1980s. In 1992 she moved to the U.S. to get an MBA at Northwestern University . That led to a career of over 30 years in technology, M&A and global business transformations. A couple of years ago she retired from her last job as CEO, and she embarked in her board "portfolio career"...

Jun 27, 202252 minEp. 63
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