Boardroom Governance with Evan Epstein

You can join as a Patron of the Boardroom Governance Podcast at:

https://boardroom-governance.com/episodes/cynthia-jamison-nhD3km_Q

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

Mon, 17 Jul 2023 12:30:00 +0000

Alicia Syrett: "The Chair Should Focus the Agenda Primarily on Strategic Discussions."

0:00 -- Intro.

1:18 -- Start of interview.

1:53 -- Alicia's "origin story" and her career in finance and search/recruiting industry.

4:52 -- Her role founding investment firms. She was the first employee and CAO at Mount Kellett Capital Management and founded Pantegrion Capital, an investment vehicle focused on seed and early stage investments.

7:02 -- Her journey in the corporate board world. She's now the Chair at Digimarc (Nasdaq: DMRC).

8:11 -- On the distinctions between private and public boards.

12:24 -- On the NY tech scene.

17:02 -- On the exodus of finance/tech executives from NY post-pandemic.

18:47 -- The origin and mission of the Madam Chair, a collaborative group of 200+ female Chairs and Lead Directors of publicly-traded companies.

29:11 -- Some lessons after joining a public company board.

33:32 -- Her take on the role of the board in strategy and innovation. "It's absolutely the board's role to ask very smart questions." "Innovation should be baked into a risk review process."

37:48 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.

43:00 -- On the geopolitical concerns in the boardroom, particularly on "decoupling" or "de-risking" with China.

45:32 -- Her thoughts on board education, and staying up to date (for example, with feedly app).

47:56 -- The books have greatly influenced her life: the classics from high school (1984, The Bell Jar, A Confederacy of Dunces, The Catcher in the Rye, etc.)

49:37 -- Her mentors, and what she learned from them: "It's more of a mindset for me where I see people doing great things and I think wow, how do I do that."

51:00 -- Quotes she thinks of often or lives her life by: "This too shall pass." "The best is yet to come."

51:42 -- An unusual habit or an absurd thing that she loves: Mac and cheese.

52:18 -- The living person she most admires: Volodymyr Zelenskyy.

Alicia Syrett currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group, an organization with 200+ female Chairs and Lead Directors of publicly traded companies.

You can follow Alicia on social media at:

Twitter: @AliciaSyrett

LinkedIn: https://www.linkedin.com/in/aliciasyrett/

Madam Chair: www.madam-chair.com

You can follow Evan on social media at:

Twitter: @evanepstein

You can join as a Patron of the Boardroom Governance Podcast at:

https://boardroom-governance.com/episodes/alicia-syrett-z3S8eQyQ

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

Mon, 10 Jul 2023 12:30:00 +0000

Succession (Season 2): “The Dumpster Fire Pirate Death Ship” with Kate O'Leary.

0:00 -- Intro.

*Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).

1:43 -- Start of interview.

4:03 -- Governance challenges to family-owned companies.

5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.

10:55 -- Waystar’s response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.

17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).

18:45-- On Shiv's prospects as CEO of Waystar.

20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.

21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.

27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.

33:10 -- The Vaulter shutdown and question on unions.

41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea’s departure). The accounting whistleblower. Rhea, worrying that she’s agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn’t know, which is an unconscionable lack of control.” (Caremark standard)

47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."

54:35 -- The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.

1:00:26 -- The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.

1:09:26 -- Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/succession-s2-8mmpqrgc

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

Mon, 26 Jun 2023 12:42:08 +0000

Georgia Stewart: On Stewardship, Pass-Through Voting and Shareholder Democracy.

0:00 -- Intro.

1:16 -- Start of interview.

1:55 -- Georgia's "origin story".

2:42 -- The founding story of her company Tumelo.

5:37 -- On their differentiation with the divestment movement. Referenced: ShareAction, AMNT.

8:01-- On her role as a member of Aviva's Independent Governance Committee.

10:15 -- On the rise of institutional investors and their impact on corporate governance, along with concentration of power. Reference to E89 with Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked."

16:54 -- On large asset managers passing-through voting power to beneficial owners (ie. BlackRock's Voting Choice). The opt-in model.

23:15 -- The contrast of ESG vs anti-ESG trends in the US and the UK. Reference to Vivek Ramaswamy (founder of Strive Asset Management) and Konstantin Kisin (UK-based commentator, anti-woke positions).

26:44 -- On the influence of the UK Stewardship Code.

30:34 -- On the role of proxy advisors (ie ISS and Glass Lewis) in proxy voting. "I think more diversification in that space is going to be important and inevitable (and technology will help with that)."

37:14 -- On the rise of retail investing post-pandemic and the impact of voting technologies. "The future of retail investor voting is all about the experience on the platform." Reference to Robinhood's acquisition of Say ($140m).

42:13 -- Issuers and directors will need to think about the new paradigm of investor communications.

43:33 -- The books that have greatly influenced her life: Chimamanda Ngozi Adichie books. "They changed and improved the way I think about race."

44:21 -- Her mentors, and what she learned from them: Her dad.

45:27 -- Quotes she thinks of often or lives her life by: "You only live once, but if you do it right, once is enough." (Mae West).

45:46 -- An unusual habit or an absurd thing that she loves: Foraging.

46:45 -- The living person she most admires: Paula Radcliffe.

Georgia Stewart is the CEO and co-founder of Tumelo, a UK based fintech company seeking to change the landscape of stewardship and investor voting.

You can follow Georgia on social media at:

Twitter: @IAmGeorgiaS

LinkedIn: https://www.linkedin.com/in/georgia-stewart-861697107/

Tumelo: www.tumelo.com

You can follow Evan on social media at:

Twitter: @evanepstein

You can join as a Patron of the Boardroom Governance Podcast at:

https://boardroom-governance.com/episodes/georgia-stewart-Ek1QKT9w

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

Mon, 19 Jun 2023 12:45:00 +0000

Leo E. Strine, Jr.: Good Corporate Citizenship We Can All Get Behind?

0:00 -- Intro.

3:45 -- Start of interview.

5:09 -- Leo's "origin story". His focus on public service, and work for then Delaware Governor (now U.S. Senator) Tom Carper.

9:41 -- On his time at Skadden's Wilmington office.

11:52 -- On his time at the Delaware Court of Chancery and as Chief Justice of the Delaware Supreme Court.

15:32-- His views on the evolution (and strengths) of the Delaware Court of Chancery. Its symbiosis with the SEC. "The courts in Delaware are not infected by partisanship." "Our brand is everything." "Delaware is not a tax haven."

24:40 -- On companies leaving Delaware or the US (via inversions). "We do not impede the flow of capital."

28:34 -- Why he wrote his new paper "Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way." (December 7, 2022). 78 Bus. Law. 329 (2023), "The old word for ESG was CSR, this is not a new debate." "ESG is a proxy for good corporate citizenship, it's about making money the right way."

38:28 -- His proposed Model of Good, Non-Ideological Corporate Citizenship. "Make money without making harm". Reference to paper "Companies Should Maximize Shareholder Welfare Not Market Value" by Hart & Zingales.

44:49 -- On corporate political spending. "Corporate law has often policed conflict transactions." The role of the board in this process. The function of independent directors. Jack Bogle: "Institutional investors should insist that the proxy statement of each company in which they invest contain the following: Resolved: That the corporation shall make no political contributions without the approval of the holders of at least 75 percent of its shares outstanding.” "Citizens United is sort of a white whale of mine." "I would like to see Profs Lucian Bebchuk, Rob Jackson and Frank Partnoy push shareholder proposals to curb corporate political spending."

58:16 -- On institutional investors' role (and challenges) in corporate governance. "I don't like the fact that [large asset managers] may be trying to escape their responsibility by passing through the voting." "With power should come responsibility."

1:08:27 -- The complexity of climate change discourse: "actuaries and scientists agree on this problem." "Thanksgiving dinner behavior needs to be where we are on the business community."

1:12:03 -- The books that have greatly influenced his life:

Down and Out in Paris and London, by George Orwell (1933)

Road to Wigan Pier, by George Orwell (1937)

Simple books that his parents gave him when he was a child.

1:14:30 -- His mentors, and what he learned from them: The two judges that he clerked for, Rod Ward (founder and longtime leader of Skadden's Wilmington office), Senator Tom Carper, his colleagues at the Delaware Chancery Court, Marty Lipton, Bob Clark and Michael Wachter, his wife.

1:18:30 -- Quotes he thinks of often or lives his life by: "Clown time is over." (Elvis Costello). "Be yourself, unless of course you are an asshole, in which case be someone else."

1:20:23 -- An unusual habit or an absurd thing that he loves: Lyrics. "I have stuck in my head pretty much every pop song of the 1970s" ("life is stuck in two decades: for me, it's the 1970s and the 1990s").

1:23:13 -- The living person he most admires: the people who do the hardest jobs with no public glory.

Leo E Strine, Jr. is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Prior to joining the firm, he was the Chief Justice of the Delaware Supreme Court from early 2014 through late 2019. Before becoming the Chief Justice, he served on the Delaware Court of Chancery as Chancellor since June 22, 2011, and as a Vice Chancellor since November 9, 1998.

You can follow Evan on social media at:

Twitter: @evanepstein

You can join as a Patron of the Podcast at:

https://boardroom-governance.com/episodes/leo-strine-LB7b48Id

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

Mon, 5 Jun 2023 13:33:01 +0000

Barrett Cohn: "Companies Now Stay Private Long."

0:00 -- Intro.

1:30 -- Start of interview.

2:12 -- Barrett's "origin story".

6:11 -- His start in finance. First in Stone & Youngberg then in Lehman Brothers in SF. His first secondary market transactions in private company stock (Facebook) in 2007.

8:54-- His experience working at SVB (internship with wine finance team) and Lehman Brothers (business development).

12:10 -- The early days of secondary market transactions for private company stock with SecondMarket, later acquired by Nasdaq in 2015 (now Nasdaq Private Market).

14:25 -- His entrepreneurial stint as CEO of Juno Company, a children's educational media company.

15:56 -- His VC stint as an advisor with Maveron.

17:20 -- On the founding of his firm Scenic Advisement in 2013.

18:12 -- History of investment banks in SF helping founders to get liquidity (the Four Horsemen of Silicon Valley’s financial community: Alex.Brown, Hambrecht & Quist, Robertson Stephens & Co. and Montgomery Securities underwrote a large number of IPO offerings, both before and during the dotcom boom.)

20:36 -- The ethos and vision behind Scenic Advisement. "The opportunity was to build a bank that really was the standard bearer, establishing best practices so that [institutional investors] had a counter-party or a middleman who could speak their language and conversely, the people building great companies had a partner who they could trust, because that partner had empathy: they were ex founders, ex VCs or from the community, not some transactional banker who lives 3,000 miles away and knows nothing of the company but knows that there is a big fee to be had and a league table to be on." "Our plan was to drive hard empathy."

24:17 -- On the current state of private markets. "It's been a boom marked by irrational exuberance, and then a correction, as markets do." "But I can tell you, and I do so with great thanks, that the market is thawing and we are starting to see investors come back." "I could have taken all of 2022 off, and from a stress perspective, it would have probably been beneficial, but I just didn't have a crystal ball."

27:42 -- On the regulation of unicorns and private markets generally. Going dark speech by SEC Commissioner Lee (Oct 2021).

33:08 -- On the Stay Private for Longer ("SPL") advice in Silicon Valley ["The worst advice" per Gurley and Rabois]. "Companies now stay private long. That's it. This is not a trend, it is a market reality at this point." "It's also totally business dependent."

37:52 -- The opportunities and challenges for founders, investors and employees in private markets. "The Sequoia move to an evergreen fund structure is a brilliant idea." "The Stripe multi-billion financing was the company being really proactive to options expiry, to ensure that the most important asset at Stripe, the people, are made whole or don't loose the benefit of the bargain (that would be awful for everyone and for morale)." "We are going to see more and more of that."

39:39 -- How companies treat employees vs ex-employees on stock options: "It varies from company to company and from founder to founder. My advice typically is to be egalitarian."

41:21 -- On regional differences in tech ecosystems in the US.

43:47 -- The impact of the collapse of SVB and First Republic in the SF/Bay Area tech ecosytem. "I believe in diversification. I believe in selling early and often. I want to implore founders and investors to take chips off the table when you can, because you can't always and things go away. People forget that."

47:40 -- Thoughts on crypto and digital assets market.

49:17 -- Thoughts on Artificial Intelligence (AI) market. "It's the next major wave. Unlike crypto and digital assets, this is not a fad."

51:05 -- The books that have greatly influenced his life:

Everything by Philip Roth.

Exodus, by Leon Uris (1958)

Everything is Illuminated, by Jonathan Safran Foer (2002)

51:38 -- His mentors, and what he learned from them: the most impactful mentor for him has been his mother.

52:58 -- Quotes he thinks of often or lives his life by: "Have hard conversations early and often." "Empathy is a very important tool even when delivering difficult messages."

53:25 -- An unusual habit or an absurd thing that he loves: sneaker collection and tequila ("it's like love in a bottle").

58:14 -- The person he most admires: entrepreneurs.

Barrett Cohn is the CEO and co-founder of Scenic Advisement, a San Francisco based investment bank specializing in servicing the liquidity needs of high growth, late-stage technology companies, their investors, and founders.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/barrett-cohn-9gIQOGd0

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

Tue, 30 May 2023 12:30:00 +0000

Kate O'Leary: HBO's Succession from the Perspective of an Experienced In-House Lawyer.

0:00 -- Intro.

1:38 -- Start of interview.

3:23 -- Kate's origin story and her professional background.

4:54 -- About the ESG & Law Institute led by David Curran from Paul Weiss (Kate serves as an advisory board member).

7:08 -- Premise of HBO's Succession show. "It's a show about power dynamics. But it's also a show about governance, and how power is or not constrained in the corporate world, the political world and within a family." "It is also a show about governance, which should operate as a constraint on abuse of power, if it’s working effectively." "The show does a very good job in linking governance with shareholder value."

10:30 -- The role of the board in CEO succession. Two issues: 1) Who should take over, 2) What's the proper timing. Also, how to handle health matters of current CEOs.

15:24-- The role of the family (Trust) in governance matters of Roystar RoyCo.

20:43-- The “Death Pit”. How should employees and officers react when they learn about serious misconduct? What internal controls are missing at Waystar Royco that would have potentially led to a different outcome? What are potential consequences of covering up past serious misconduct? The role of compliance and reporting channels in corporations. Caremark doctrine in Delaware ("once you know something, you have to act"). "The sin cake eater" advice. The SEC whistleblower program.

27:51 -- On proper disclosure controls, and open reporting. Internal investigations. Ineffective training.

30:56 -- On "disclosure committees" of material non-public information (link to the board's Audit Committee). Multi-functional committees (legal, finance, communications, IR, etc.) Theme throughout Succession (the show): "How do you make responsible decisions in the face of imperfect information?" "This show is like a giant final exam on governance."

36:25 -- On the interaction between Legal, Finance, Communications, IR and PR. "Effective governance comes down to people, processes and policies: you need to have the right people in the room, an appropriate process for them to come together and make a decision, and policies that guide that decision making."

39:18 -- On the role of the general counsel (played by character Gerri Kellman in the show). "Gerri is secret keeper for Logan, rather than gatekeeper as expected by SEC/DOJ. She helps to cover secret loan not authorized by Board, as well as “death pit” issues on cruise ships – counsels Tom to keep quiet." "She's such a compromised character. She's not effective at all."

45:41 -- The deal with private equity (activist?) “friend” of Kendall, Stewy Hosseini (including board seats). "Kendall's big downfall is that he tries to be the same type of leader as his father [and he's also just not as good, he's not Logan]." The conflict of interests.

50:31 -- The Vaulter acquisition (and Lawrence joining the board of Roystar RoyCo.). "There was no process around it." "The board would traditionally look at the deal strategically and in terms of price (ie. is this the right acquisition target; what are some of the other companies in this space; is this the right strategy; why this now, does it fit with where the company is going; what is the company like, etc.)

54:31 -- Board vote on no-confidence motion against Chairman & CEO Logan Roy. What is appropriate process for this type of Board action against a CEO? "The corporate governance aspect that really stands out here is the lack of appropriate board process." How should the Board and GC have reacted Kendall’s request for a delay and Logan’s refusal to recuse himself? How else could/should situation have been handled? What special procedures might be appropriate given impact of family relationships on governance issues? How are these family relationships analogous to other kinds of relationships in corporations? What does this suggest to in terms of importance of robust procedures and controls?

1:01:00-- Other thoughts for directors from Season 1 of Succession:

Litigation risks from M&A.
Leadership.
Company Culture.
Government and Regulatory matters.
Corporate Purpose and ESG (and political interplay).

Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/succession-s1-7R48Xtku

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

Mon, 22 May 2023 12:30:00 +0000

Dan Siciliano: The Banking Crisis and Governance Implications.

0:00 -- Intro.

1:41 -- Start of interview.

2:58 -- On current market conditions. Impact of interest rate hikes by the Federal Reserve, particularly on banks.

3:35 -- The gap between news coverage, what people think is happening and what actually is happening on the ground. The example of First Republic.

15:37-- How 'bank runs' have changed. The Meme Run. "A meme is a first impression decision-making instrument."

18:43 -- The media/general confusion over regulatory/supervisory agencies overseeing banks. FDIC and the Federal Reserve.

20:50 -- On the Federal Reserve's Report on SVB (April 28, 2023). "Capital buffers are a universal antibiotic for all of these problems [but they are costly and represent a trade-off]." The role of the board in considering risks.

32:48-- Should risk-management experts for risk-management committees of bank board be mandated? "Sometimes engaged, informed and thoughtful (but non-expert) directors ask the best questions."

40:25 -- On executive compensation and incentives of bank executives (in light of the SVB Report). "The lack of a clawback (in this case) for a risk management failure is amiss."

45:56 -- On whether short sellers in banks should be curtailed in these market conditions.

52:04 -- On the fate (and crisis) of regional banks. "Regional banks are the heart and soul of the American banking system." "I don't think that it's a good thing that big banks get any bigger."

57:34 -- On JP Morgan's acquisition of First Republic.

1:00:24 -- How Silicon Valley will be impacted with the loss of SVB and First Republic. The "Industry Vertical Contagion": failure of banks that serve particular industries. "I don't think there is enough appreciation yet on how catastrophic it would have been to let depositors in the tech industry get wiped out or receive significant hair cuts [on SVB's failure]." "I'm glad that the Fed did the call that they did."

1:07:59 -- Banking alternatives given low interest rates paid by banks to depositors. "It's an existential question for the entire industry." "Central bank digital currencies will really move the needle." [The Brazilian Central Bank created Pix, the Brazilian IP scheme that enables its users — people, companies and governmental entities — to send or receive payment transfers in few seconds at any time, including non-business days.]

1:13:26 -- The future impact of U.S. fiscal policy and the national debt as it has surpassed $31 trillion (US Debt Ratio to GDP is currently at ~120%)

Dan Siciliano is the Vice-Chair of the Federal Home Loan Bank of San Francisco, the Chair of the Silicon Valley Directors’ Exchange and the co-founder and CEO of Nikkl, a company that provides capital to unicorn employees.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/dan-siciliano-ii-E29weFQE

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

Mon, 15 May 2023 12:30:00 +0000

Bethany Mayer: On Cybersecurity Governance, Risk and Strategy.

0:00 -- Intro.

1:35 -- Start of interview.

2:15 -- Bethany's "origin story".

3:35 -- Her experience working at Lockheed Martin.

5:55-- Her transition to Apple Computer, Cisco, startups in networking technologies and Blue Coat.

8:17 -- Her time at HP, where ended running the Networking division.

8:55 -- Her role as CEO of Ixia (later sold to Keysight Technologies for $1.6bn in 2017)

10:17 -- On her board journey. Her first public company experience with Ixia, under the mentorship of Chairman Errol Ginsberg.

11:07 -- Her experience serving on the board of Sempra Energy and as an Executive Advisor with Siris Capital (a PE firm). Her board positions with Box, Marvell Semiconductor and Lam Research.

13:38 -- On her decision to complete a Masters Program in Cybersecurity Risk and Strategy from NYU: "to be a good board member in this area [in addition to technical issues] you need to understand issues related to technology, law, regulation and governance."

17:09 -- The current cybersecurity landscape from the board's perspective. "Over the last ~10+ years, the incidence, frequency, sophistication and damage of cybersecurity breaches has continued to significantly escalate." "For companies, it has been very costly (examples: Equifax, Target, Home Depot, Colonial Pipelines, Solar Winds, etc.)" "The attacks will continue and they are getting easier to do, ie. ransonware as-service-attack." "This is only going to get worse." "Nation states are also involved, and it's very hard to keep up."

21:15 -- Where does cybersecurity fit in board committees? Audit committees vs special cybersecurity committees and full board discussions.

25:05 -- On cybersecurity experts on boards. "It's important to have someone on your board who has a reasonable technical understanding of what the CISO and/or CIO is talking about re cybersecurity (ability to translate technical discussion to board level discussion.)" It's different to raw technology expertise. "Why wouldn't you have someone in the room with cybersecurity expertise (when the cybersecurity risk is so high)?"

28:39 -- On cybersecurity challenges going forward. 1) Nation-state risks (ie Russia, China, North Korea, Iran), 2) AI risks (ie. using certain automated AI-based coding could insert malicious code into software source-code).

34:30 -- On staying updated on the latest cybersecurity threats. Recommended experts: Bob Zukis from the Digital Directors Network (he was guest speaker on my E81 of the Boardroom Governance Podcast) and Ed Amoroso with Tag Cyber / NYU. You should also pay attention to the Cybersecurity & Infrastructure Security Agency (CISA). *Other sources:

The Cipher Brief
Cyber Initiatives Group
Harvard Business Review ("a lot of good articles on cyber governance")
The Cyberwire

37:41 -- On the enhanced duties of directors in the market downcycle. "Innovation will continue despite the economic crisis." "The pendulum swings back and forth, and there will be a recovery."

42:28 -- On the increasing geopolitical risks with China and how boards should approach this "decoupling" or "de-risking". "As a board member, this is a risk issue and it has to be managed and mitigated."

47:56 -- The books that have greatly influenced her life:

A Tree Grows in Brooklyn, by Betty Smith (1943)

Let My People Go Surfing, by Yvon Chouinard (2006)

The Outsiders, by William N. Thorndike Jr. (2012)

51:04 -- Her mentors, and what she learned from them.

Her Father

Judy Estrin (a networking technology pioneer and Silicon Valley leader)

54:55 -- Quotes she thinks of often or lives his life by: "The best way out is always through." (Robert Frost)

56:20 -- An unusual habit or an absurd thing that she loves: Bird watching (influenced by her husband).

58:14 -- The person she most admires: Ruth Bader Ginsburg.

Bethany Mayer is a Silicon Valley-based corporate director with 30 years of experience in general management, marketing, product development and operations. She previously held executive roles at HP, Cisco, Blue Coat, Apple, and start-ups. Bethany has served on several public and private company boards, including at Ixia, Pulse Secure and Marvell Semiconductor. She currently serves as the Chair of the Board of Box, and is a director at Sempra Energy, Ambri and Lam Research.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/bethany-mayer-WN6ulbx4

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

Mon, 8 May 2023 12:37:30 +0000

Karen Francis: "An Effective Lead Director Needs to Have Excellent EQ (Emotional Quotient)."

0:00 -- Intro.

2:00 -- Start of interview.

2:28 -- Karen's "origin story".

3:24 -- Her management career at Procter & Gamble, Bain & Co (focusing on property and casualty insurance), Berol, GM, ICG and Ford (where she led the Corporate Venture Capital Group).

11:12 -- Her transition to SF/Bay Area and tech as CEO of Publicis & Hal Riney and AcademixDirect.

13:23 -- Distinctions between operating in startups and public companies.

14:20 -- On her board journey:

Past board positions: portfolio companies from Ford's Corporate Venture Capital Group, Hanover Insurance (NYSE), AutoNation (NYSE), Circle Graphics, Telenav (ex Nasdaq), Dynamic Signal, and Renivent TechPartners Y (SPAC on Nasdaq).
Current Board positions: Nauto, Metawave, Wind River, TPG Global (*Sr Advisor), CelLink (Chair), Vontier (Chair)(NYSE) and Polestar (Nasdaq).

16:57 -- On distinctions between PE-backed and VC-backed company boards (and the role of independent directors in each).

21:00 -- On serving as a director of a SPAC company (and distinctions between SPAC companies and the resulting public company from de-SPAC transactions. She's served on both capacities: with Reid Hoffman's Renivent TechPartners Y and Polestar (joining after it went public via a de-SPAC transaction).

24:34 -- On serving in international company boards.

30:50 -- The challenges and opportunities of the automotive industry's transition to EV. The impact of Tesla and Government incentives.

36:02 -- On the role of Chair and/or lead independent directors. "Fundamentally, the Chair or Lead Independent Director is the CEO's Person."

39:19 -- On the separation of the Chair and CEO roles.

41:47 -- Her advice on board evaluations.

45:50-- Her take on ESG and the anti-ESG backlash. "The #1 target audience for this work is the employee base." "In today's world, talent is one of the most important and scarce assets that a company has, and any shareholder should care if the company is retaining talent."

51:49 -- The books that have greatly influenced her life:

The Rise and Fall of Great Powers, by Paul Kennedy (1987)

Her Economics and French books in college.

52:57 -- Her mentors, and what she learned from them.

John Smale, former CEO of P&G and Chair of GM.

Shelly Zimbler, former head of sales at P&G.

53:56 -- Quotes she thinks of often or lives his life by: "Life is short."

54:58 -- An unusual habit or an absurd thing that he loves: wine making. She owns a winery, Limerick Lane Cellars, in Healdsburg, California.

56:42 -- On the impact of the collapse of SVB in the wine and tech industry.

59:39 -- The living person she most admires: Oprah Winfrey.

Karen C. Francis is a Silicon Valley based corporate director with a strong track record of successfully building companies and businesses across multiple industries. Karen has deep domain knowledge in the automotive and advertising sectors and has embraced the opportunities that technology disruption is creating globally.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/karen-francis-dLEIN_EK

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

Mon, 1 May 2023 12:25:00 +0000

Alan Jagolinzer: "Having a Holistic Approach to Information is Critical."

0:00 -- Intro.

1:35 -- Start of interview.

2:05 -- Alan's "origin story".

2:43 -- On his background as a U.S. Air Force pilot.

4:42 -- On the evolution of his academic career, including at and Stanford GSB and U. of Colorado Boulder.

7:01 -- On his Professorship at Cambridge Judge Business School and his role as Co-Director of the Centre for Financial Reporting and Accountability.

9:16 -- About the Cambridge Disinformation Summit, on July 27-28, 2023. "I would characterize fraud and greenwashing as disinformation." The difference between disinformation and misinformation.

14:49-- His research on fraud is based mostly on public markets (because public market data is more available than private market data).

18:18 -- On ESG, anti-ESG and (the accounting and auditing of) greenwashing. On creation of the Cambridge Executive Master of Accounting to focus on some of these emerging matters.

24:36 -- Challenges of ESG Ratings. "Despite the fact that it is challenging to measure, I think it's still worth engaging in it."

30:24 -- On the SVB collapse, and its accounting/financial reporting issues.

37:03 -- On geopolitics, the "uncoupling"/"re-balancing" of US/EU and China and the broader geopolitical landscape. "This is the highest geopolitical risk environment that I've ever lived through."

39:00 -- On microtargeting, and research by his colleague David Stillwell, the director of the Cambridge Psychometrics Centre.

40:25 -- On the challenges with TikTok.

42:12 -- On the disinformation challenges of Artificial Intelligence (AI).

44:35 -- On the SEC amendments to modernize Rule 10b5-1 insider trading plans and related disclosures.

47:58 -- Final take-aways for corporate directors: "You need to be paying attention to the information environment, more than just PR." "Your company is a both a political actor and a political target." "Having a Holistic Approach to Information is Critical."

50:03 -- The (recent) books that have greatly influenced his life:

Power, by Jeffrey Pfeffer (2010)

Corruptible, by Brian Klaas (2021)

Foolproof, by Sander Van Der Linden (2023)

52:19 -- His mentors, and what he learned from them.

Annette Beatty, Professor Fisher College of Business at Ohio State University.

Joe Olenoski and Peggy Carnahan, (USAF retired)

Greg Russo, USAF Captain during his pilot training.

54:00 -- Quotes he thinks of often or lives his life by: "The Absence of Negative is Positive."

54:50-- An unusual habit or an absurd thing that he loves: he has watched every single episode of The Bachelor and Survivor franchises (including Australian Survivor). "It's a huge social manipulation game."

56:12 -- The living person he most admires: "I sadly don't have an answer. I am waiting for some personality to start building community again."

Alan Jagolinzer is a Professor of Financial Accounting and the Co-Director of the Centre for Financial Accounting and Accountability at Cambridge's Judge Business School. His research interests include insider trading, financial reporting, corporate governance, and executive compensation and incentives.

You can follow Alan on social media at:

Twitter: @jagolinzer

LinkedIn: https://www.linkedin.com/in/jagolinzer/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/alan-jagolinzer-KGo4BIRQ

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

Mon, 24 Apr 2023 12:20:00 +0000

Penny Herscher: "The Chair of the Board has to Exercise Leadership by Listening rather than by Speaking."

0:00 -- Intro.

1:35 -- Start of interview.

2:05 -- Penny's "origin story".

3:38 -- Her experience as CEO of Simplex including its IPO (2001) and later sale (2002).

6:32 -- Her experience as CEO of FirstRain.

7:57 -- On her board journey. Public boards (past and present): Rambus, JDSU, Faurecia (France), Lumentum, Smart Global, Forvia, Embarck Trucks. Private tech software company boards: Delphix and Modern Health.

9:17 -- On distinctions between private and public boards. "A private VC-backed board is much more of a heavy lift than a public board... it's very interesting and you may not get paid [because it's based on stock]."

13:35-- On serving as an independent director in a private VC-backed company during the down-cycle. How VCs are reacting. "It's better to take a lower valuation from a high-quality strategic individual than it is to chase the highest valuation because a bad investor will hurt you faster than anything else."

16:00 -- On serving as Chair of public companies. "The biggest difference [between Chair and other directors] is that as Chair, you are the last to speak. It's really important to know that the role of the Chair is [to seek] the high quality functioning of the board and the participation of all the directors, not to share your opinion." "Leadership by listening rather than by speaking."

18:12 -- On the separation of Chair and CEO roles. "It's really important that you really do have an independent board."

20:29 -- On dual-class stock and founder control. "The benefit of dual-class stock with the benefit of a good founder is clarity of the strategy [preventing distraction]." "But there is a trade-off."

23:35 -- On the role of the board in strategy and innovation. "You have to create a culture to challenge at the board level."

26:30 -- Her take on ESG and the anti-ESG backlash. "I'm very pro-ESG, particularly E." "You have to have courage to lead."

33:33 -- On geopolitics and tensions with China. "We need more of a balancing than a decoupling (which is naive and unhealthy)." "The US has a complete chokehold on China for semiconductor manufacturing." "The semiconductor equipment comes from the US and Holland, and the software to design chips comes from California (dominated by two companies: Synopsis and Cadence)."

39:06 -- On the transition to EVs in the automotive industry.

40:38 -- On the evolution of boardroom diversity. "The California laws (SB-826 and AB-979), whether constitutional or not, brought great momentum for more board diversity."

42:59 -- On her experience serving on French (and EU) company boards (which have board diversity quotas and union representatives on the board).

47:55 -- How the automotive industry will change through technology and innovation.

50:24 -- The books that have greatly influenced her life (in this case, these books re-wired her brain on European history):

From the Holy Mountain, by William Dalrymple (1997)

The Silk Roads, a New History of the World, by Peter Frankopan (2015)

52:10 -- Her mentors, and what she learned from them.

Harvey Jones, former CEO of Synopsis. "the power of the great strategy."

53:40 -- On founders or CEOs transitioning to the Chair role of the board. "I think it really depends on the founder."

56:00 -- Quotes she thinks of often or lives his life by: "Damn the torpedoes, full speed ahead."

56:30 -- An unusual habit or an absurd thing that he loves: She loves the city of Rome.

57:13 -- On the differences between the US and the UK/EU from a professional and cultural perspective. "As a woman, I couldn't imagine working in Europe in the 1980s or 1990s, and having any kind of career." "California is the best employment environment in the world for women in tech." "But to your general question: I would like to work in California and live in Europe."

58:22 -- The living person he most admires: her father.

Penny Herscher serves on four public company boards: Lumentum, SGH (Smart Global), Embark Trucks and Forvia SA and two private company boards, Delphix and Modern Health. She was President & CEO of two technology companies, Simplex and FirstRain, over the last 25 years. She is an experienced technology CEO, based in Silicon Valley, who took her first company, Simplex Solutions, public and then sold it to Cadence Design Systems in 2002. She sold her second company, FirstRain, to Ignite Technologies in 2017. Prior to Simplex, Penny was a member of the executive leadership team at Synopsys, through the IPO, on the way to becoming the #1 EDA company.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/penny-herscher-tqOSDyNe

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

Mon, 17 Apr 2023 12:25:00 +0000

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" (stakeholders) and "the what" (ESG).

18:40 -- Paul's take on the BRT Restatement of the Purpose of the Corporation (2019) and corporate directors' fiduciary duties under Delaware law.

23:51 -- On improving board evaluations.

27:54 -- Enhancing Board Information and Stakeholder Engagement in the Era of ESG and Stakeholder Capitalism.

30:03 -- Optimizing Board Composition, Structure, and Capabilities in the Era of ESG and Stakeholder Capitalism. "The leadership of your board is more critical than ever."

33:50 -- Incorporating ESG and Stakeholder Interests into Board Business Decisions.

36:02 -- The dangers of greenwashing. "ESG does not eliminate the business cycle."

40:02 -- On the "anti-ESG" backlash. "I would breakdown ESG backlash (resistance) into three components: 1) Healthy skepticism, 2) Philosophical or ideological opposition (the Milton Friedman stance), and 3) Opportunistic opposition: making ESG part of the culture wars: calling it "woke" or "elitist".

"But if the question is re-framed as a question of economic opportunity, fairness and security (the #1 social issues for CEOs per TCB research). That's how you de-fang the opposition." "How can you be against the G in ESG? Do you really want bad governance? No."

44:41-- On large asset managers passing-through voting power to beneficial owners.

48:00-- On geopolitics in the boardroom. "Boards need to do scenario planning."

51:30 -- The books that have greatly influenced his life:

He doesn't read biographies. He likes to read primary documents: other peoples' mail, letters and diaries.

53:57 -- His mentors, and what he learned from them ("in a meeting, park your ego at the door").

Judge David Tatel (DC Circuit)

Justice David Souter (US Supreme Court)

Dick Parsons (ex CEO of Time Warner)

Jeff Bewkes (ex Chairman and CEO of Time Warner)

Stan Lundine (former Lieutenant Governor of NY)

55:31 -- Quotes he thinks of often or lives his life by: "I wish to be useful, and every kind of service necessary to the public good becomes honorable by being necessary." ~ Nathan Hale.

56:42 -- An unusual habit or an absurd thing that he loves: "British murder mysteries."

57:30 -- The living person he most admires: his 7-year old son Jacob.

Paul Washington has led The Conference Board ESG Center, a US-based nonprofit think tank addressing corporate governance, sustainability, and citizenship, since 2019. Before joining The ESG Center, he served for nearly 20 years as an executive at Time Warner Inc., including as Senior Vice President, Deputy General Counsel, and Corporate Secretary, as well as Chief of Staff for the company’s Chairman and CEO.

You can follow The Conference Board on social media at:

Twitter: @Conferenceboard

LinkedIn: https://www.linkedin.com/company/the-conference-board/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/paul-washington-Mhb4aqjb

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

Mon, 10 Apr 2023 12:30:00 +0000

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.

16:26 -- On the merits of the Business Roundtable Restatement of the Purpose of the Corporation (2019). "It can't really be justified." "The concern is that directors that are accountable to everybody, are accountable to no one."

20:54 -- On public benefit corporations. "The core problem of PBCs is that it's still the shareholders that elect directors, it's still the shareholders to whom the directors owe fiduciary duties, and that becomes a particular problem when a PBC goes public [they become vulnerable to shareholder activists.]" Example: Etsy case. "Hobby Lobby strikes me as an ideal [private company] to become a PBC [because they have a small number of shareholders, all of whom share the same social/political/religious point of views, and are willing to sacrifice profits to carry out those views and support a board of directors that seeks to advance those views."]

26:33 -- On the influence of EU/international views on U.S. corporations, and vice-versa (for example, influence of Delaware corporate law on international corporate law, ie. in Israel). On diversity quotas on boards.

31:07 -- The take-aways from his book: "be deeply skeptical about what CEOs say in this area [ESG], and watch what they do." The phenomenon of greenwashing. The case of Marc Benioff and Salesforce.

35:33 -- On the SVB collapse and the current financial crisis. "I think it's really important that directors be focused on enterprise risk management."

42:07 -- On the Credit Suisse collapse and merger with UBS. "It's been a banking industry problem child for a long time."

44:56 -- On the expansion of Caremark Duties and the McDonald's case. "There are two rulings from the case that are interesting but also controversial: 1) Officers also have Caremark duties (oversight obligations), and 2) Sexual harassment claims were breaches of fiduciary duty. We are potentially opening the door to treating employment discrimination cases as breaches of fiduciary duties. So what's next is sort of the question. I think [VC Laster] has opened a real Pandora's box in terms of [where this may be going]."

51:57 -- On the compliance industry. The rise of the Master of Legal Studies "M.L.S." with a focus on compliance at UCLA School of Law. "Compliance is a growth industry."

53:50 -- On large asset managers passing-through voting power to beneficial owners. "I'm deeply skeptical."

55:44 -- The books that have greatly influenced his life:

Mere Christianity, by C.S. Lewis (1952)

Insider Trading and the Stock Market, by Henry G. Manne (1966)

Fundamentals of Corporation Law, by Michael Dooley (1995)

56:07 -- His mentors, and what he learned from them.

Michael Dooley, who taught at the University of Virginia School of Law.

56:48 -- Paraphrasing Winston Churchill: "I'm prepared to settle for the very best" [the exact quote: “My tastes are simple: I am easily satisfied with the best.”]

57:07 -- An unusual habit or an absurd thing that he loves: he's an amateur chef, and loves designing meals, matching food with wine. Tropical fish.

57:46 -- The living person he most admires: Bishop Robert Barron.

Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law. Professor Bainbridge is a prolific scholar, whose work covers a variety of subjects, but with a strong emphasis on the law and economics of public corporations. He has written over 100 law review articles and 20 books, including seven in multiple editions.

You can follow Stephen on social media at:

Twitter: @PrawfBainbridge

Blog: https://www.professorbainbridge.com/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/stephen-bainbridge-xRHRE_MA

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

Mon, 3 Apr 2023 12:30:00 +0000

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 Shareholders.

14:51 -- Attributes of directors: #1 requirement is business savvy, per Warren Buffett. | Pat formulas in corporate governance, ie. check-the-box approach "mandated by central command": why they should be viewed with great skepticism.

18:59 -- On the politicization of ESG, and Delaware's approach: "directors’ fiduciary duties run to shareholders, but they may promote the interests of others when those are rationally related to shareholder interests.” Delaware VC Laster's opinion in McDonalds II (dismissing all shareholder claims that directors violated their oversight duties amid a toxic corporate culture.)

25:00 -- Some reasons for increase in ESG debate: 1) Declining trust in government, 2) Rising concern about climate change, 3) Powerful social movements, and 4) Powerful institutional asset managers leaning on ESG. But Delaware remains a shareholder primacy state, "and that's a good thing", per former Chancellor of the Delaware Court of Chancery Andre Bouchard, now a partner at Paul Weiss partner, cited from a speech at a Directors' & Board event.

27:00 -- Directors' personal values "don't matter at all" when it comes to fiduciary duties, "what matters is only what is best for the company [corporate interests]."

30:58 -- On the SVB collapse, and the ongoing financial crisis (Silvergate, Signature, FRB, CS, etc). Larry's advice for boards who have been or could be affected, on the fundamentals of governance amid this heightened uncertainty. His firm's client alert: Maintaining Perspective: Governance and Disclosure Reminders for Public Companies.

In the Vicinity of Insolvency: "When a company is insolvent, creditors may obtain standing to bring a derivative action on behalf of the company for breach of fiduciary duties. Although the fiduciary duties of care and loyalty to the company remain the same, the beneficiaries of those duties shift. Since it can be hard to tell in real time when a company becomes insolvent, directors of a company in the vicinity of insolvency should view their duties through the lens of the different beneficiaries of those fiduciary duties."

36:07 -- The case of Credit Suisse's acquisition by UBS. The precedence of the US Government taking over AIG.

40:11 -- On his article: "Share Buybacks, Directors Should Stick with Economics, Avoid Politics."

46:32 -- On Warren Buffett, and whether the White House and/or bankers will seek him out for advise and/or dealmaking in this financial crisis: "He's waiting for the phone to ring with an attractive offer on the other end of the line."

50:27 -- Final words of advice for directors: "Directors of public companies are stewards of a business and they need to act with business judgement and not on personal preferences, political and social issues of the day."

Lawrence A. Cunningham is Special Counsel in Mayer Brown’s New York office. Larry is a member of the firm’s Capital Markets and Public Companies & Corporate Governance practices. Recognized as an authority on corporate governance and corporate law, Larry advises public companies and boards of directors in those areas and advises investment managers and shareholders on investor relations.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

You can follow Larry on social media at:

Twitter: @CunninghamProf

LinkedIn: https://www.linkedin.com/in/lawrence-cunningham-68b7574b/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/lawrence-cunningham-ii-_9Wy4cMP

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

Mon, 27 Mar 2023 12:36:20 +0000

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).

18:05 -- How to fix the problem of concentration of power. Some solutions provided by Jack Bogle.

20:17 -- Jan's proposal: 5% ownership cap to deal with concentration of power. "We in the industry have to address this." Legislation is also needed to do this.

23:22 -- The practice of large asset managers passing-through voting power to beneficial owners.

27:52 -- On geopolitics and China. "The sanctions risk is definitely a friction point with China." "China has an 'uncatchable' lead in energy transition technologies."

37:23 -- On crypto regulation. "It's a rapidly changing situation." The promotion of safe practices from the NY regulator DFS. Example: its recent $100m settlement with Coinbase for significant failures in its compliance program ($50m fine and $50m to invest in its compliance program). "The SEC is started to make a look of power moves to grab more jurisdiction over crypto matters, expanding to banks (ie. proposed rules on custody of crypto assets.)"

42:05 -- On restrictive crypto regulation in the US vs offshore.

46:07 -- On the rise of private markets vs. public markets. "I'd love to see more companies go public."

48:34 -- On dual-class share structures and founder control.

50:01 -- The books that have greatly influenced his life:

Two Cheers for Capitalism, by Irving Krystol (1978)

51:45 -- His mentors, and what he learned from them.

His father John Van Eck

Joe Grundfest, SLS.

52:49 -- Quotes he thinks of often or lives his life by. From his mom: "Everyone needs love."

54:09 -- An unusual habit or an absurd thing that he loves: he teaches a 16-unit class on history (financial structure) to summer interns at Van Eck.

55:48 -- On his time in Silicon Valley, and economic cycles.

57:35 -- On the trend of WFH, employee mobility post-pandemic, and the future of NY as a hub for finance.

Jan Van Eck is the President & CEO of Van Eck Associates Corporation, an investment firm based in New York with about $75 billion in assets under management and 400 employees.

You can follow Jan on social media at:

Twitter: @JanvanEck3

LinkedIn: https://www.linkedin.com/in/janfvaneck/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/jan-van-eck-76ef0wLe

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

Mon, 6 Mar 2023 13:30:00 +0000

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 origin and focus of their book "Governance, Stewardship and Sustainability." (2nd edition 2022). Based on (and used for) the ICGN course of the same name.

20:37 -- How they define stewardship, sustainability and ESG.

27:22 -- On ICGN Global Stewardship Principles and ICGN Global Governance Principles. The G20/OECD Principles of Corporate Governance.

31:07 -- On their ESG methodology, proposed in their book.

34:52 -- The Volkswagen Dieselgate scandal and case study.

39:51 -- On two-tiered boards, employee representation on boards, and purpose of the corporation (stakeholder v shareholder visions).

43:00 -- On the politicization of governance and the "anti-ESG" trend in the U.S.

48:20 -- On large asset managers passing-through voting power to beneficial owners (see BlackRock's Voting Choice).

51:17 -- Thoughts and recommendations for directors regarding shareholder activism (from Mike Lubrano)

53:44 -- Activism in emerging markets, and/or in controlled companies.

56:58 -- Thoughts and recommendations for directors (from George Dallas).

59:20 - What are the 1-3 books that have greatly influenced your life:

George:

The Art of Loving, by Erich Fromm (1956)

Author: Amor Towles.

Mike:

Author: Terry Pratchett (valued for his irreverence)

Author: Tony Judt (historian)

Author: Enrique Krauze (Mexican historian)

01:00:51 - Who were your mentors, and what did you learn from them?

George: John Holcomb (academic), Bob Monks and Nell Minow, Prof Christian Strenger (Germany)

Mike: Stephen Davis, George Dallas, Mats Isaksson (ex OECD)

01:03:46 - Are there any quotes you think of often or live your life by?

George: From Galatians 5:22-23, the fruit of the Spirit: “But the fruit of the Spirit is love, joy, peace, patience, kindness, goodness, faithfulness, gentleness and self-control.”

Mike: "Good is good, too good is no good." (from his Sicilian grandmother)

01:05:12 - An unusual habit or an absurd thing that they love:

George: he plays in the banjo in local bluegrass band.

Mike: backyard pizza maker.

01:06:14 - The living person they most admire:

George: John Lewis (recently passed) and Jimmy Carter.

Mike: Barack Obama.

George Dallas is the Head of Content at the European Corporate Governance Institute (ECGI) and former Policy Director at the International Corporate Governance Network (ICGN).

Mike Lubrano is a Managing Director of Valoris Stewardship Catalysts and former Managing Director of Corporate Governance and Sustainability at Cartica Management, LLC.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/mike-lubrano-and-george-dallas-g7TdO8DH

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

Mon, 27 Feb 2023 13:43:16 +0000

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. It's thus a vindication because even Elon Musk, the richest man in the world (at least at the time), cannot evade the law."

Condemnation: The take-over has been disastrous for everyone but for the shareholders. That's what corporate law is designed to do: maximize shareholder value. It's been a destructive force, and it is negative for society.

15:00 -- On tech layoffs, and Elon's massive layoffs at Twitter. "I don't think we have to accept the pain that he inflicts in order to get the benefits. That isn't necessary."

16:57 -- On private equity and take-private transactions. "It's unhealthy."

20:44 -- On public benefit corporations and B-corps. "They will solve nothing at all." "Some of the issues: 1) It's opt-in for shareholders, and 2) it does not have enforcement mechanisms that are remotely useful (duties are unenforceable)."

"The reasons that corporations advance shareholder wealth has very little to do with a duty of loyalty of the board and very much to do with the structure of corporations: who has voting rights -governance rights- and so forth."

28:57 -- On crypto, and the SEC v Sam Bankman-Fried case (FTX). "It's a story of defrauding investors in a private company." "The meta purpose of securities regulation is to make sure that capital is allocated efficiently throughout society. Good companies should get money, and bad companies should not get money, so that our economy can grow appropriately."

35:49 -- Litigation in private (venture-backed) companies. Questions on enforceability of information rights restrictions (Delaware section 220 books and records). "Silicon Valley operates under a degree of reputational capital." "[Generally, for these cases] to make it into court there would have to be 1) no arbitration agreement, 2) access to shareholder information rights, and 3) an employee (or other common stockholder) who thinks that there is enough money on the table [to offset] the reputation that they would get if they would sue (their employer or investors)."

41:29 -- Litigation in SPACs. "I think we have seen the end of SPACs." The Multiplan and Delman cases.

45:45 -- On the McDonald's case and the expansion of Caremark duties owed by officers. "What [the judge] hasn't decided is whether this is the board's decision to make a disciplinary decision or whether it should be instead decided by private lawsuits... now, if he changes the standard of when shareholders can sue -if he adopts a new kind of flexible standard- that would be significant, but we have no idea of whether he is going to do that."

49:46 -- On ESG, anti-ESG, and politicization of corporate governance.

56:15 -- On large asset managers passing-through voting power to beneficial owners.

59:02 - The books that have greatly influenced her life:

Make No Law: the Sullivan Case and the First Amendment, by Anthony Lewis (1991)

Gideon's Trumpet, by Anthony Lewis (1963)

59:45 - Her mentors, and what she learned from them.

In academia: Jim Cox, Shu-Yi Oei and Ernie Young at Duke Law School.

In practice: Bill Fredericks.

1:00:32 - Quotes she thinks of often or lives her life by. From Angel (1999 TV Series): "If nothing we do matters, all that matters is what we do.”

1:01:07 - An unusual habit or an absurd thing that he loves: free pizzas from Domino's (a measure of the economy!).

1:03:46 - The living person she most admires: her mom.

Ann M. Lipton is the Michael M. Fleishman Associate Professor in Business Law and Entrepreneurship, and Associate Dean for Faculty Research at Tulane University School of Law.

You can follow Ann on social media at:

Twitter: @AnnMLipton

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/ann-lipton-oGoKuXpJ

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

Tue, 21 Feb 2023 13:00:00 +0000

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 investor advocacy, and his book on Isaac Le Maire "the first short seller and shareholder activist." The conflict with the Dutch East India Company (VOC) in the early 1600s (the first joint-stock company in the world).

15:19 -- On the evolution of U.S. corporate governance and the rise of institutional investors since the late 1980s (particularly the big four: BlackRock, Vanguard, State Street and Fidelity). "[F]or most of the time (from late '80s to about 7 years ago), corporate governance has been more or less an exercise in throat clearing, a box-checking exercise, a compliance/legal matter that had to be done because of the DOL Avon Letter in 1988 [pointing out that proxy voting, like buy/hold/sell decisions, is a fiduciary act, and must be for “the exclusive benefit of plan participants."] "There was a lot of corporate governance talk, but it was at the margins."

19:27 -- What changed in large asset managers to go from "passive investors" to more active with investment stewardship. Some factors (in the last decade): 1) Influence from Europe, where they insisted that these large funds sign up for commitments such as the UN Principles for Responsible Investment, and "to demonstrate bona fides when it comes to ESG factors," 2) Many of their institutional clients were becoming more aware of the importance of ESG factors; 3) Biggest factor: rising class of millennial investors, who have a different set of expectations on their financial agents.

25:54 -- On the new policies such as from BlackRock and Vanguard to pass-through voting power to beneficial owners.

28:50 -- "One of the most exciting development in the capital markets is that in the last few decades we made a lot of progress on 1) management accountability to boards; 2) boards better equipped to oversee management; and 3) boards responsiveness to institutional investors. But the last piece of the puzzle is the accountability of institutional investors to the real sources of capital (beneficial owners) - the governance of institutional investors or stewardship governance." [see article Agency Costs of Agency Capitalism, by Gilson and Gordon (2013)] Citizen investors initiatives (to give them a voice), for example Tumelo (in the UK) or Say Technologies in the US (purchased by Robinhood).

32:30 -- On proxy advisors and the Best Practices Principles for Shareholder Voting Research and its Oversight Committee (where he was the founding Chairman until 2022). This is an example of "monitored self-regulation." Konstantinos Sergakis is now the Chair.

38:34 -- On the practice of dual-class share structures (supermajority voting structures). "A perennial issue in corporate governance." The case of Elsevier and Robert Maxwell.

42:25 -- On "corporate governance with Chinese characteristics."

44:37 -- Challenges and opportunities of corporate governance in regions such as the Middle East and Africa (where he has been active). "There has been progress at a pace that in my wildest dreams I would have not anticipated." The sovereign wealth funds are the next stage of progress, where they will go from passive to more active. Examples of stewardship from Malaysia, Singapore, Norway and South Africa.

50:25 - The books that have greatly influenced his life:

The Battle for the Soul of Capitalism, by John Bogle (2005) (and others by John Bogle)

Presidential Power and the Modern Presidents, by Richard Neustadt (1991)

The Torah.

51:44 - His mentors, and what he learned from them.

Paul Leventhal (Nuclear Control Institute)

Richard Schneller (former Senate Majority Leader Connecticut State Senate)

Ira Millstein, (partner Weil Gotshal)

Jonathan Charkham (formerly with the Bank of England)

53:17 - Quotes he thinks of often or live his life by. From his high school teacher "Never trust the magic of the printed word.”

53:50 - An unusual habit or an absurd thing that he loves: olive picking.

54:28 - The living person he most admires: his wife.

Stephen Davis is a senior fellow at the Harvard Law School Programs on Corporate Governance and Institutional Investors

You can follow Stephen on social media at:

Twitter: @StephenM_Davis

LinkedIn: https://www.linkedin.com/in/stephen-davis-6282424/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/stephen-davis-tP0n8bb_

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

Mon, 6 Feb 2023 15:00:06 +0000

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 Investors."

21:40 -- On the new CFIUS Enforcement Guidelines (Fall 2022). "Since FIRRMA, CFIUS has been significantly resourced by the U.S. Government and today there is an independent office within CFIUS that is entirely focused on transactions that were not notified to the Committee." (see CFIUS annual reports to Congress). There are hundreds of transactions reported per year at this stage.

25:58 -- The proposed outbound investment screening regulatory framework. "[It may impact] a U.S. person sitting in a Chinese board (for example)." "The U.S. has jurisdiction over U.S. capital, U.S. persons, U.S. technology, etc and the U.S. wants to slow down adversary countries." "We will know a lot more about this framework by the end of February 2023 when the report comes out."

29:47 -- On the different approaches to industrial policies by China and the U.S. The Chips and Science Act and IRA Act of 2022.

36:36 -- On how boards should consider geopolitical risks and opportunities ("how to optimize outcomes"): Three questions to consider: 1) The U.S.- China relationship, 2) What the US is doing with its allies / What China is doing with its allies, and 3) What are national governments doing to independently enhance their own sovereignty and security resilience.

39:17 -- On US jurisdiction over U.S. foreign-listed companies. Example of Canada ordering divestment from Chinese investments in Canadian lithium companies.

43:30 -- Final thoughts for directors on geopolitics and national security issues.

44:24 - The books that have greatly influenced his life:

Moby Dick, by Herman Melville (1851)

The Closing of the American Mind, by Allan Bloom (1987)

45:56 - His mentors, and what he learned from them.

Donald Rumsfeld (former U.S. Secretary of Defense)

Aviva Diamant (retired, Fried Frank)

Norm Augustine (former Chairman and CEO of Lockheed Martin)

48:20 - Quotes he thinks of often or live his life by. From his mother "This is the day the Lord has made; let us rejoice.” (psalms)

49:05 - An unusual habit or an absurd thing that he loves: early rising and journaling at a coffee shop or diner.

50:06 - The living person he most admires: his dad.

Mario Mancuso is a Partner of Kirkland & Ellis and leads the firm’s international trade and national security practice. A former senior member of the President’s national security team, Mario provides strategic and legal advice to companies, private equity sponsors, and financial institutions operating or investing across international borders.

You can follow Mario on social media at:

Twitter: @MancusoOnline

LinkedIn: https://www.linkedin.com/in/mariomancuso/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/mario-mancuso-eb8lF91I

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

Wed, 1 Feb 2023 14:06:30 +0000

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 be more carnage, more blood on the streets." "The number of people in this industry that are willing to show you their code but refuse to show their financials should make your head spin."

20:01 -- On the SEC’s proposed climate change regulation, and his take that "The SEC Is Heading Toward a Climate Train Wreck." "I am profoundly concerned." "Investors need these climate disclosures but I'm extraordinary skeptical that the courts as currently constituted will uphold the rules that the SEC will adopt. In other words, the rules will get adopted, but they will get staid, vacated and we are going to get nothing (and I don't think that's the best result for investors, that's just wrong)."

24:36 -- Joe's climate change proposal. Instead of the SEC requiring its own climate change rules, it should require investors to disclose the data that is already in the public domain.

28:04 -- On the ESG / anti-ESG trend and the politicization of corporation governance. "I think it is simultaneously disastrous and hilarious." "The important thing to recognize is that it is all political."

30:52 -- On institutional Investors passing-through voting power to beneficial owners. "It's politically a very smart thing to do from some of these intermediaries."

32:37-- On the impact of the new SEC universal proxy rules for director elections on shareholder activism. "It will have a meaningful effect, but it will take some time to manifest itself" "It shifts power to the investor community."

33:30 -- The best corporate governance trend of 2022: boardroom diversity.

34:13 -- The worst corporate governance trend of 2022: the political whiplash.

34:54 -- The biggest corporate governance trend to watch out for in 2023 and going forward: "a combination of universal proxy and the politicization of the boardroom."

36:57 -- His take on how to deal with the politicization of the boardroom: "The short answer is that you can't generalize. Every corporation's situation is unique."

38:58 - The biggest winner in business in 2022: Prince Harry (monetizing family dysfunction!)

40:34 - The biggest looser in business in 2022: Elon Musk. "If it wasn't perfectly obvious that of all the people in the world that should not be running Twitter, he shouldn't be running it." He gives it a 43.96% chance of being in bankruptcy by this time next year.

Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School’s executive education programs and continues to co-direct Directors’ College, the nation’s leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President’s Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/joe-grundfest-iii-7psxSgw6

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

Mon, 23 Jan 2023 14:37:38 +0000

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 ~1,100 have graduated with the certification.

10:38 -- On the evolution of corporate governance in the last 30 years from his vantage point. “Everything has changed [about boards] – it used to be more of an honorary position, we look it now as a profession with accountability and expectations.” The precedent of the ISS corporate governance quotient (CGQ).

14:36 -- About NACD’s Future of the American Board Report: A Framework for Governing into the Future.

20:07 -- On NACD's Summit 2022 and lessons from 2022 from a corporate governance perspective. The impact of the pandemic and getting back to in-person events.

24:29 -- About NACD's 20 chapters throughout the US. Mostly in "NFL cities."

27:53 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

30:30 -- On Institutional Investors passing-through voting power to beneficial owners, retail investors and the Universal Proxy Rule. A revolution in shareholder democracy?

41:01 -- On the increasing influence of private markets and its corporate governance implications. "From NACD's 23,000 members, about 8,000 are directors of private companies." There is a lot of informationsharing between public and private company directors.

43:49 -- On the challenges of founder-led private companies. The case of FTX.

47:20 -- On dual-class share structures (supermajority voting structures). "The NACD doesn't have an official position." The example of Meta and Mark Zuckerberg. On the role of the board in non-profits. "I always recommend to go get a few independent directors for boards, because they will tell you what they are thinking (unvarnished opinions) but you have to listen to their independent advice."

52:10 -- Focus on social issues (pressure on CEOs speaking out). The framework that CEOs and boards must use to communicate their positions.

55:39 - The books that have greatly influenced his life:

Good to Great, by Jim Collins (2001)

To Kill a Mockingbird, by Harper Lee (1960)

The Industries of the Future, by Alec Ross (2016)

57:17 - His mentors, and what he learned from them.

His parents.

Ken Daly, former CEO of NACD from 2007-2017.

Ira Millstein

59:32 - Quotes he thinks of often or live his life by.

"If at first you don't succeed, try, try again." (from his parents)

"It ain't about how hard you hit. It's about how hard you can get hit and keep moving forward." Rocky Balboa.

"Man in the Arena" by Teddy Roosevelt (1910).

1:00:59 - An unusual habit or an absurd thing that he loves: he watches TV to unwind (noise in the background).

1:01:52 - The living person he most admires: his mother and his wife.

Peter Gleason is the President and CEO of the National Association of Corporate Directors (NACD).

You can follow the NACD on social media at:

Twitter: https://twitter.com/NACD

LinkedIn: https://www.linkedin.com/company/national-association-of-corporate-directors/

YouTube: https://www.youtube.com/user/NACDVideos1

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/peter-gleason-RpVlWcXA

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

Thu, 5 Jan 2023 12:53:32 +0000

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)

[15:19] Aemitis, a renewable fuels and biochemicals company that commercializes innovative technologies to replace traditional fossil fuels.

[17:05] Kansas City Southern Voting Trust, a cross-border freight railway company.

[19:30] EQT Corporation, a natural gas producer energy company. *She joined the board as part of the dissident slate of shareholder activists.

24:36 -- On the evolution of shareholder engagement in large U.S. public corporations.

29:46 -- Lessons from the Exxon proxy fight with Engine No.1.

32:39 -- On ESG and the anti-ESG trend and the politicization of corporation governance.

36:28 -- On board evaluations.

43:30 -- On board committees.

47:22 -- On the FTX collapse and its lack of a board and governance generally.

49:25 - The books that have greatly influenced her life:

The Autobiography of Eleanor Roosevelt, by Eleanor Roosevelt (1961)

50:11 - Her mentors, and what she learned from them. "You've got to have a board of mentors."

53:34 - Quotes she thinks of often or live her life by. "It's 25% the decision you make and 75% what you make of the decision."

54:10 - An unusual habit or an absurd thing that she loves: She's a big KU Jayhawks fan, plus a Peloton user/fan.

55:37 - The living person she most admires: Volodymyr Zelensky (also Liz Cheney and Henry Kissinger).

Lydia Beebe is a public company corporate director and currently serves as Principal of LIBB Advisors LLC, a corporate governance consulting firm. Lydia previously held a number of senior roles at Chevron Corporation, including Corporate Secretary and Chief Governance Officer, from 1995 to April 2015. She previously was Co-Director of Stanford Institutional Investors’ Forum and Senior Counsel for Wilson Sonsini Goodrich & Rosati P.C.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/lydia-beebe-9VxyQiWD

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

Mon, 26 Dec 2022 11:14:26 +0000

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 of digital and cybersecurity in the boardroom.

13:35 -- The background and scope of his book "Digital and Cybersecurity Governance Around the World."

15:38 -- The digital value business case for corporate boards.

17:43 -- Some of the digital and cyber governance leading practices. "It's usually around three areas: 1) Who's on the board, 2) how is the board structured around these issues, and 3) how does the board understand risk."

18:32 -- How to define a digitally savvy director. His "director framework" (8 domains). Reference to MIT research that found that "companies with digitally savvy boards had at least 34% higher performance on market cap growth, revenue growth, and ROA." Critical mass of three digitally savvy directors on one board.

21:42 -- Where to place cybersecurity in board committees. His recommendation: a separate technology and cybersecurity committee (cites examples of GM, WalMart, FedEx, Hasbro). He questions its placement in audit committees.

24:17 -- His thoughts on quotas for boards (on cybersecurity expertise). "Quota is such a dirty word [in governance circles] but they work and force the issue." "Gary Gensler was a senior advisor to Senator Paul Sarbanes, so the Statement on Proposal for Mandatory Cybersecurity Disclosures comes directly from his SOX days (he knows it works, it's a comply or explain provision)."

27:05 -- On international vs US boardroom cybersecurity practices. Skills, structure, scope.

30:06 -- On some of the techniques employed by hackers to infiltrate corporate systems.

32:16 -- On state and government level vs private corporate cybersecurity practices and collaboration.

33:59 -- Directors' oversight duties on cybersecurity and cyber insurance. "Our estimate is that only 9-10% of the economic exposure to cyber risk has been accepted or transferred to the cyber insurance risk industry [the company is on the hook for ~90% of the financial impact of this threat]." Individual liability of directors for cyber breaches (standard is high in the US). Del. Court Dismisses Cybersecurity-Related Oversight Claim Against SolarWinds Board.

38:19 -- Cybersecurity experts in the boardroom: "In US boards: 10-14%, it's inching up but it should be 100%" "For $315k per year [avg comp of S&P500 director] any corporate board can materially improve a critical control point in their cybersecurity system by putting a cyber expert on the board. It's a no-brainer, a slam dunk."

40:43 -- The "unfair" bias against CIOs and CISOs in the boardroom (as one-trick ponies).

43:49 -- "Digital and cybersecurity is part of the G in ESG, and we have not made nearly as much traction as some of the E and S folks have, so we still have some work to do."

45:05 -- "If you're a corporate director you should understand the skills, structure and scope of risk oversight that you have to address to govern these [digital and cybersecurity] issues."

45:57 - The books that have greatly influenced his life:

The History of Pi, by Petr Beckman (1970)

The Nature of Technology, by W. Brian Author (2010)

47:45 - His mentors, and what he learned from them: his teams and clients.

49:02 - His favorite city (and why): Hong Kong.

50:20 - Quotes he thinks of often or live his life by: Robert's Frost The Road Not Taken.

50:55 - An unusual habit or an absurd thing that she loves: "I'm a workout maniac."

51:50 - The living person he most admires: Volodymyr Zelensky.

Bob Zukis is the Founder and CEO of the Digital Directors Network and an Adjunct Professor at the USC Marshall School of Business where he teaches strategy, structured problem solving, global business issues and corporate governance.

You can follow Bob on social media at:

Email: bob@digitaldirectors.network

Website: www.digitaldirectors.network

LinkedIn: https://www.linkedin.com/in/bobzukis/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/bob-zukis-J2wPdjvs

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

Mon, 19 Dec 2022 15:31:17 +0000

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 Initiative (its mission is to increase the representation of women lawyers on corporate boards.)

11:57 -- On the evolution of gender diversity at law firms. "I see progress, but probably not as fast as the most enlightened corporate environments."

13:49 -- On boardroom diversity. "In America we have a cultural norm against quotas."

19:01 -- On the evolution of shareholder engagement and the empowerment of corporate directors.

22:24 -- On the shareholder and stakeholder governance debate [BRT restatement of the purpose of the corporation 2019] "I've always thought that this was a little bit of a circular tempest in a teapot because in my mind companies need to be run for the medium to long-term interest of the shareholders."

24:23 -- On ESG and the latest "anti-ESG" trend.

25:45 -- How should [technology company] boards approach the current downturn.

29:46 -- On supervisory boards in Europe and the advantages (flexibility) of US corporate governance standards.

32:27 -- On tech companies staying private or going public. "There is a fair legitimate bias against going public now." "We've got to be clear on whether some of our regulation of public markets is worth the candle." "[But] the American economy [to be the dominant force in the world] needs both the public and private markets."

36:23 -- On private equity boards. [For extra background, see Boards 3.0 by Profs Gilson and Gordon]

40:07 -- On founder-led companies and the practice of dual-class share structures.

41:35 -- Her pitch for more lawyers on boards: "Lawyers are often phenomenal directors." "A good strategic lawyer should be a requirement on every board [but that's not how the current board world sees it]."

44:47 - What books have greatly influenced your life:

Good to Great, by Jim Collins (2001)

Start Where You Are, by Pema Chodron (2001)

46:01 - Who were your mentors, and what did you learn from them?

Her mother and sister.

Toni Rembe

Margaret Gill

46:43 - Are there any quotes you think of often or live your life by?

"Don't believe your thoughts until you really look at them."

46:53 - An unusual habit or an absurd thing that she loves: meditation (she's been doing it for 40 years)

47:46 - The living person she most admires: "A group: the women who were first into their professions"

Mary Cranston is a seasoned corporate director and attorney. She is the retired CEO and Chair Emeritus of Pillsbury Winthrop Shaw Pittman LLP. As CEO from 1999 to 2006, she expanded PWSP internationally, doubling its size and profitability. She currently serves as a director of Visa, The Chemours Company and TPG. She previously served on the public boards of MyoKardia and McAfee Corp. In addition, she serves or has served on several private and non-profit boards.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/mary-cranston-rQqHQXyL

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

Mon, 12 Dec 2022 16:14:16 +0000

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' directors, etc).

23:21 -- On cybersecurity in the boardroom.

29:00 -- On the surge of the electric vehicle (EV) industry and the IRA Act. Geopolitics and supply chain divestment from China.

36:26 -- The impact of the pandemic in Silicon Valley, particularly on remote work and tech migration. An opportunity for Canada.

38:36 -- On Sam Bankman-Fried (FTX collapse).

41:15 -- Innovation by large established tech companies vs entrepreneurs/startups. Zero to One and The Power Law books.

46:34 -- On dual-class share structures.

50:58 -- On climate tech and Silicon Valley.

53:39 -- B-corps and public benefit corporations. [You can also check out E14 with Frederick Alexander on this topic]

56:37 -- On ESG and shareholder activism. The Exxon Mobil proxy fight. The "anti-ESG" movement in the US (for example: Florida pulling $2B from BlackRock in largest anti-ESG divestment)

58:23 - Final words.

David R. Beatty is a Professor at Rotman School of Management at the University of Toronto and the Faculty Director of the David and Sharon Johnston Centre for Corporate Governance Innovation.

You can find a video recording of this event [for a limited time] in this link.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/insights-from-silicon-valley-whos-up-whats-down-why-it-matters-WoKfSWnA

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

Mon, 5 Dec 2022 14:29:15 +0000

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 boards.

13:03 -- On his book Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR and what made him write it. The early governance stewardship by Vanguard (Jack Brennan's letter to 450 CEOs in 2002 laying out Vanguard's governance expectations on governance matters). The Common Sense Governance Principles (2016). His work with the Raj & Kamla Gupta Governance Institute at Drexel University, where he met his co-authors Ram Charan and Dennis Carey.

17:13 -- On shareholder engagement and why directors should understand their investor base. Traditionally, the only times there would be shareholder engagement was when an activist would get involved (and how their role has evolved), and with say-on-pay. The role of permanent capital (index funds).

21:21 -- Why some of the best-run public companies operate with a private company mindset. Some advantages of private equity boards.

26:51 -- His take on dual-class stock structures. The good and the bad. "But making them permanent is a mistake."

29:30 -- The focus on Talent, Strategy and Risk (TSR) in his book:

(30:06) How to think about Talent.

(31:58) How to think about Strategy. "Being agile around strategy is really important"

(35:20) How to think about Risk. Example of cybersecurity.

38:46 -- On creating a capable board: board composition and expertise.

"Having a couple of former CEOs serve on a board is very valuable."

"You've got to push back on the over reliance of expertise, for an example, if you have a cyber expert who only knows about cyber, they will not add much more value to the board."

"Having some domain expertise in the particular business area of the company is very important."

45:59 -- On the work and focus of board committees: "Talent, Comp and Execution Committee" & "Strategy and Risk Committee."

48:43 -- On the rise of Chief Human Resources Officers (CHROs). Talent and culture is critical. It has become a strategic function more than just an administrative function.

52:14 -- On how to reduce the information asymmetry between management and the board. The Netflix case study by Larcker & Tayan (2018). "This is where having a couple of domain experts on your board is important because they can at least open some doors and give ideas to pursue." You need to be creative and bring in experts to present to the board (example: cybersecurity, geopolitics, activists, buy-side analysts, venture-capitalists, etc).

56:52 -- On the new trend of large institutional investors delegating voting power to beneficial owners. "If you delegate to sovereign wealth funds or large pension funds who have staffs that can vote in a thoughtful way I see no problem with that. But the problem is delegating to individual investors (99.9% will not vote and the proxy advisors will determine how this is all done [and I don't think they do a great job.]" "I'm glad that Vanguard does the voting with its long-term value creation approach."

01:01:28 -- His take on ESG, and the distinction between shareholder and stakeholder value. The pushback from governments failing on some large macro issues, asset managers seeking new fees, and its politization. "ESG is just a subset of the shareholder and stakeholder debate." The 'E' in ESG is the most complicated because it is so tied to these very specific climate goals. I think that this is a reaction to the fact that governments have not been able to come to any agreement on some of these issues, and I'm skeptical that companies can achieve some of these goals. It's going to be very difficult for companies to manage their businesses accordingly."

01:07:16 - What are the 1-3 books that have greatly influenced your life:

The Leaves of Grass, by Walt Whitman (1855)

The Odyssey, by Homer (8th century BCE)

Mindset, by Carol Dweck (2007)

01:10:22 - Who were your mentors, and what did you learn from them?

His rowing coach after College. ("always demanding excellence")

Jim Gately (formerly with Vanguard)

Jack Brennan (ex CEO Vanguard)

01:13:23 - Are there any quotes you think of often or live your life by?

Two last lines of Invictus poem: "I am the master of my fate, I am the captain of my soul."

01:14:02 - An unusual habit or an absurd thing that he loves: Analog and Asimov's Science Fiction magazines.

01:14:39 - The living person he most admires:

Warren Buffett, on the business side.

Tony Blair.

Condoleeza Rice (maybe his favorite interview ever)

Bill McNabb served as chairman of Vanguard from 2008 until his retirement in 2018 and served as CEO from 2008 to 2017. He is a corporate director of UnitedHealth Group and IBM. Bill also serves on the Wharton Leadership Advisory Board, the Dartmouth Athletic Advisory Board, the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia University and is also a board member of CECP: The CEO Force for Good.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/bill-mcnabb-_tqK05SU

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

Mon, 28 Nov 2022 14:05:01 +0000

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 management, and 2) to deeply understand what the company needs and what is the value that the director adds that no one else either on board or management is currently providing."

14:07 -- The path to the board and director performance. In Fortune 500 companies and beyond.

19:19 -- Board oversight on climate change. In this NACD’s Governance Challenges report, Susan Angele offers areas for focus and questions to consider as boards enhance their governance to integrate climate change issues into risk, strategy, culture, values, and relationships with stakeholders.

24:54 -- On whether "climate change" experts will be recruited for corporate boards.

27:53 -- Lessons from the 2022 Proxy Season on ESG. To help boards understand and shape the total impact of the company’s strategy and operations externally—on the environment, the company’s consumers and employees, the communities in which it operates, and other stakeholders—and internally, on the company’s performance, KPMG offers a five-part framework: 1) Level Setting, 2) Assessment, 3) Integration, 4) Stakeholder Communications, and 5) Board Oversight.

31:48 -- On the "anti-ESG" trend. "You have to recognize the political play on this."

36:15 -- How should CEOs and boards approach the "S" in ESG, particularly regarding employee and social matters. From Edelman data: "Employees really want to be engaged in these issues."

42:38 -- On BlackRock (and other institutional investors) stating that a new era of “shareholder democracy” is coming with technology increasing voting power and expanding voting choice for investors (see BlackRock's Voting Choice). Thoughts on this trend: "this is an issue of concentration of power." The proposed Investor Democracy is Expected (Index) Act.

48:27 -- Final thoughts and recommendations for current and aspiring directors: "The job of a director is tougher than it was 20 years ago, but what we know from evidence today is that it is still a pretty good and important job (people are not leaving it)."

50:18 - What are the 1-3 books that have greatly influenced your life:

Stephen:

I Came As A Shadow, Autobiography of John Thompson with Jesse Washington (2020)

The Secret Lives of Church Ladies, by Deesha Philyaw (2020)

Susan:

Unsafe at Any Speed, by Ralph Nader (1965)

The Silent Spring, by Rachel Carlson (1962)

The Nancy Drew Mystery Stories.

53:44 - Who were your mentors, and what did you learn from them?

Stephen: Mom & Dad.

Susan: her corporate governance mentor, Ann Mulé (ex corporate secretary at Sonoco, now at the University of Delaware).

54:50 - Are there any quotes you think of often or live your life by?

Stephen: "I always tell directors that one of the most powerful questions that you can ask is 'why' and 'how do you know'." [to practice cooperative skepticism]

Susan: "The future is already here, it's just not evenly distributed" [William Gibson, The Economist 2003] "There is a special place in hell for women who don't help other women" [Madeleine Albright]

56:03 - An unusual habit or an absurd thing that they love:

Stephen: College sports.

Susan: British royalty.

58:12 - The living person they most admire:

Stephen: his wife.

Susan: Volodymyr Zelensky

Susan Angele and Stephen Brown are Senior Advisors of the KPMG Board Leadership Center.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/susan-angele-and-stephen-brown-1ZmvM_ft

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

Mon, 21 Nov 2022 14:25:07 +0000

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 its founder Robin Zeng.

18:34 -- On the Chinese lithium industry and its champions Ganfeng Lithium and Tianqi Lithium. "They had a golden period where they could pick up assets globally, but now the West is catching up." Example: Government of Canada orders the divestiture of investments by foreign companies in Canadian critical minerals companies.

21:10 -- About Tianqi's $4bn acquisition of SQM's stake in Chile. [Disclosure: I wrote about this case in 2018 here, here and most recently in my latest newsletter, here.] On the future of the Lithium Triangle (Chile, Argentina and Bolivia) for the global lithium supply chain. The unclear future of lithium in Chile, the government has hinted on the creation of a new Chilean national lithium company. "It's a once in a 100-year opportunity, are they just going to sit back and lose out on market share? This opportunity does not come very often."

27:09 -- On the new US industrial policy to foster the EV and battery industry (and divest from China). The Bipartisan Infrastructure Law, CHIPS & Science Act, and the Inflation Reduction Act (“the single largest investment in climate and energy in American history”) combined will invest more than $135 billion to build America’s EV future, including critical minerals sourcing and processing and battery manufacturing. The impact for the global supply chain, particularly in Latin America, Africa and rest of the world.

33:03-- On geopolitics, ESG and sustainability of the global battery supply chain and EVs generally. The problem of greenwashing. Amnesty International's report on Cobalt in Africa (2016) "This is What We Die For" (on human rights abuses in the Democratic Republic of the Congo and the global trade in Cobalt). "Chinese consumers are also getting more environmentally conscious."

38:02 -- On the challenges of the energy transition from ICE vehicles to EVs. The importance of renewable energy. "Clean energy clusters will become very important."

40:09 -- On energy security, cleaner battery producers (example Northvolt from Sweden), the rise of Gigafactories, the shift to EVs from global OEMs (A Reuters analysis of 37 global automakers found that they plan to invest nearly $1.2 trillion in electric vehicles and batteries through 2030) and the future of jobs in this industry. "Vehicle manufacturing employment, which stands at 13.6 million globally, already employs 10% of its workforce in the manufacture of EVs, their components and batteries." (see IEA world energy employment report). "It is a race for the jobs of the future, and that's where the West has lost out. That's what making this industry so critical." "But the West will definitely catch up, I'm very optimistic about the U.S."

46:03 -- On whether the U.S. will encourage more mining in the US to bridge this gap. "The mining industry has not done a good job at convincing the public that this is what is needed. People who support clean energy find it hard to support mining. That's the crux of the issue."

48:14 -- On Tesla, and whether they will move upstream in the supply chain with more refining or mining. And their China operations and supply chain dependence.

53:19 -- The 1-3 books that have greatly influenced his life:

The Quiet American, by Graham Greene (1955)

Books by Somerset Maugham

Deng Xiaoping and the Transformation of China, by Ezra Vogel (2011)

Other books he recommends on the battery global supply chain:

Bottled Lightning: Superbatteries, Electric Cars, and the New Lithium Economy, by Seth Fletcher (2011)

The Powerhouse: America, China, and the Great Battery War, by Seth Levine (2016)

The Shadows of Consumption: Consequences for the Global Environment, by Peter Dauvergne (2008)

55:28 -- Who were your mentors, and what did you learn from them?

Michael Forsythe, now with the NYT. When he was in China working for Bloomberg, working with investigative journalists.

56:23 -- Are there any quotes you think of often or live your life by?

"Sooner or later...one has to take sides – if one is to remain human." by Graham Greene.

57:18 -- The person he most admires: Greta Thunberg.

Henry Sanderson is a journalist and author of Volt Rush, the Winners and Losers in the Race to Go Green. He's currently an Executive Editor at Benchmark Mineral Intelligence, the leading provider of data and information on the battery industry. Before that he covered commodities and mining for the Financial Times for seven years in London. He was previously a reporter for Bloomberg News in Beijing, where he co-authored a book about China's financial system and state capitalism, China's Superbank. He grew up in Hong Kong and lived and worked in China for seven years.

You can follow Henry on social media at:

Twitter: @hjesanderson

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/henry-sanderson-4e0UU_MZ

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

Mon, 14 Nov 2022 14:30:00 +0000

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. Since 2014 she's been investing in crypto. She co-founded Blockchain Coinvestors with her husband Mathew Le Merle.

11:57 -- Her take on the future of blockchain "I think that it's completely inevitable that fully digital assets and fully digital payments are coming, it's just a matter of time [but timing is everything if you're an investor]." "There is no doubt in my mind that blockchain technology is a massively important component of the next generation of our global digital economy." "We will have fully digitally enabled payment and assets as part of our next generation web [some referred it as Web 3.0]."

13:38 -- On her experience with public company board service. Her first board was in 1998 with Dispatch Management Services Company [Founded in 1994 by Linda Jenkinson and Greg Kidd. DMSC was a publicly traded company that handled point-to-point delivery services]. At the time she was CFO at BGI. Since then, she has served on 22 corporate boards, over half of them public companies, the others in private companies. "It's been fascinating and I really enjoy [this work] enormously."

16:51 -- In 2011 she was invited to join the board of the Royal Bank of Scotland. That was her introduction to U.K. corporate governance. She was on the board for 9 years, because there are term limits in the U.K. [after 9 years, a director is no longer considered 'independent'].

20:25 -- On dual-class share structures adopted in the UK (against the long standing "one share, one vote" principle).

21:24-- On the role of the board in strategy and innovation. "When public companies lose a lot value, 80% of the time it's because of strategy missteps."

25:51 -- How should boards deal with crisis management. "From the crisis that I've experienced as a director, ~40% of them have been due to exogenous factors, and ~60% have been due to self-inflicted wounds (such as bad culture, personality clashes, single person failure, etc)." In the latter case, a lot of them could have been spotted earlier by a really engaged board that was connected enough to the company to understand that these things were arising."

28:21 -- On whether having more inside (executive) directors on boards impacts at all the governance of the company.

29:54 -- On the idea of having employee representatives on corporate boards of directors. "We explored this seriously at RBS, but we decided instead that a sub-committee of the board spend time on 'employee listening sessions' and we created a workers' council to connect on these matters." "I think that U.S. boards could really benefit from more listening sessions with key stakeholders."

32:47 -- On the evolution of sustainability and ESG. Her experience with Barclays Global Investors, and the vision of then CEO Patty Dunn, who questioned the idea of companies having great short term value but leaving a wake of damage that later society and/or tax payers had to pay. She posited having a more active role as stewards of long term capital for a more sustainable future. The case of RBS, going from darlings of Wall Street to almost the world's biggest bank failure. "That was a wake up call." "I am a big fan of ESG broadly defined." "I am really excited that [big institutional investors] have leaned in and are tipping this discussion."

38:58 -- On the growing influence of large institutional investors in corporate governance: "The [beneficiaries of large index funds] do not want short-term high profit at long-term costs to the economy and people's lives." "I'm very supportive of large institutional investors focusing on broader societal issues and the health of capitalism." "Can capitalism retain the trust of the people that live in a capitalist system?" "I mean, you could democratize the whole thing and say everyone has a vote but your average person is not investing the time to get really educated on these issues."

41:35 -- On the books that she's co-authored with her husband Matthew Le Merle:

Build your Fortune in the Fifth Era,

Corporate Innovation in the Fifth Era,

Blockchain Competitive Advantage, and

The Intelligent Investor – Silicon Valley.

44:55 -- No specific books "that have changed her life", but she's a big reader of The Economist.

45:42 -- Who were your mentors, and what did you learn from them?

Patty Dunn, ex CEO of BGI. "She touched my heart, as well my [mind]. She was a great leader and was very inspirational."

Ross McEwan, ex CEO of RBS

47:26 -- Are there any quotes you think of often or live your life by?

From Desiderata (1927): "With all its sham, drudgery and broken dreams, it is still a beautiful world. Be cheerful. Strive to be happy."

48:32 -- An unusual habit or an absurd thing that you love: "Making jam with my husband, we make a killer Lemoncello and apricot jam"!

49:14 -- The person(s) she most admires: entrepreneurs from the Renaissance Entrepreneurship Center (she's a board member of this organization).

Alison Davis the Co-Founder and Chair of Blockchain Coinvestors & Fifth Era, a leading VC firm investing in blockchain and Web 3. She currently serves as an independent director at Silicon Valley Bank, Fiserv, Janus Henderson Investors, Collibra and Pacaso. She also serves as the Chair of the Advisory Board for Blockchain Capital LLC, advisor to Bitwise Asset Management and board member of the NACD Northern California Chapter.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/alison-davis-ASPlYI_t

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

Mon, 17 Oct 2022 13:30:00 +0000

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 on public company boards. The evolution of shareholder primacy vs stakeholder capitalism.

18:05 -- Distinctions between serving on U.S. boards vs international boards. "The 'what' is very similar or the same, however the biggest distinction is the 'how'." "When I started on my first board in Europe 10 years ago there was a strong focus on 'double materiality' (a more stakeholder driven approach) which was not discussed on US boards." Nora currently serves on boards of Ericson and SUSE Linux. Thoughts on employees serving on boards.

23:17 -- The new NACD report "The Future of the American Board" (released on Sept 27, 2022). Nora served as one of the Commissioners for this report. "This initiative was created to reassess and, where needed, redefine the effectiveness of the board in response to the seismic societal, economic, technology and climate changes affecting business. "NACD established a diverse, influential group of directors and notable governance practitioners drawn from the investor, regulatory and academic communities to issue guiding principles that will help boards achieve high performance in a much more turbulent future."

26:21 -- Why all the principles flow from Principle #1: Corporate Purpose. "Shareholders are value based, not values based." "The noise is in the media."

34:02 -- Thoughts on founder-control and dual-class share structures in tech companies. "It serves a purpose at a certain time, but once you meet a threshold is it really that important? It's not one-size-fits-all. Maybe it's milestone-based or time-based sunsets." *CII's "reasonable 7-year sunset provision" position.

38:53 -- On the rise of ESG and more recent "anti-ESG" movement. "The investors are doing what's right in the long term, and I think it will prevail in the long term."

41:51 -- On the growing influence of large institutional investors in corporate governance. "Communication [both during and outside the proxy season] is the key, these investors (and the companies) are rational."

44:05 -- On the evolution of boardroom diversity. "Europe took the lead with quotas, and their representation of women on boards was surpassing the U.S." "This year about 500 board positions opened up and ~50% went to diverse (gender and minorities) candidates." "Boards are valuing heterogeneous composition."

46:29 -- The books she recommends:

Factfulness, by Hans Rosling, Anna Rosling Rönnlund and Ola Rosling (2018)

Talent, Strategy, Risk, by Dennis C Carey, Bill McNabb and Ram Charan (2021)

NACD's "The Future of the American Board" (2022)

47:25 -- Who were your mentors, and what did you learn from them?

Lynn M. Yates, her first mentor at IBM.

48:19 -- Are there any quotes you think of often or live your life by?

"Everyone dies, but not everyone Lives" (you want to Live with a capital L)

50:23 -- An unusual habit or an absurd thing that you love: "I'm extraordinarily talented at finding things that I'm not extraordinarily talented at."

52:55 -- The person(s) she most admires: after pandemic, the front line workers.

Nora Denzel is a Silicon Valley technology executive who has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/nora-denzel-UEmjZImC

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

Mon, 10 Oct 2022 13:30:00 +0000

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, liquidation preferences and participation rights.

20:39 -- How should (independent) directors handle "empowered" founders or CEOs. "It all happens outside of the boardroom and its absolutely about relationships."

24:44 -- On the rise of ESG. "[Almost every VC termsheet] will now include a requirement to adopt a ESG policy." "It is indisputable and undeniable that this movement is very strong."

29:28 -- The increasing political pressure on management and boards. "Irrespective of politics, the single largest pressure that exists for CEOs and investors is the financial performance of the company."

31:53 -- What should directors be considering in this environment. "How to adjust in the face of different multipliers applied to revenues" and "increased risk of failing to meet the financial targets that were set out."

37:23 -- On the crypto regulatory landscape. "The meltdown of crypto prices was triggered by three big drivers: 1) interest rates (macro environment pushed capital away from riskier assets), 2) the crash of Terra/Luna stablecoin, and 3) enforcement actions from the SEC (whether tokens are securities is still not a settled question). On the plus side, Ethereum's Merge and Surge (next year). "The digital markets are here to stay."

42:34 -- What are the books that have greatly influenced your life:

The Pilgrimage, by Paulo Coelho (1987)

44:43 -- Who were your mentors, and what did you learn from them?

Father James V. Schall (Professor at Georgetown University)

45:50 -- Are there any quotes you think of often or live your life by?

"Think for yourself to decide 1) what you want, 2) what is true, and 3) what you should do to achieve #1 in light of #2." Ray Dalio.

47:10 -- An unusual habit or an absurd thing that you love: to garden.

47:58 -- The person he most admires: his mother.

Louis Lehot is a partner and business lawyer with Foley & Lardner, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices. He focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global.

You can follow Louis on social media at:

Twitter: @lehotlouis

LinkedIn: https://www.linkedin.com/in/louislehot/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/louis-lehot-n61ENQd0

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

Tue, 4 Oct 2022 13:30:00 +0000

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 first CVC partner to join the board of the NVCA.

11:54 -- How CVC investors fit in the boardroom of venture-backed companies ("usually via board observer seats").

15:40 -- How should boards approach the current downturn.

19:15 -- On Silicon Valley's "growth at all costs" mantra. "It's a phenomena of too much money in the market."

23:32 -- On supermajority voing stock and founder control. "VCs don't build companies, founders do."

29:25 -- The role of the board in strategy and innovation. "The strategy is owned by management, the board's role is to continuously help calibrate that strategy."

33:22 -- The oversight duties of directors relating to cybersecurity. "We can't throw enough money at it."

36:31 -- On the evolution of ESG. "It started with very positive tones where everyone was supporting it." "Good companies can do both: good financial results and good corporate social responsibility." ("this is not a new phenomenon").

39:40 -- On stakeholder governance. "I don't know who influenced who" in connection with Hubert Joly, former Chair and CEO of BestBuy (where she serves as a board member.) [Check out this interview that I did with Hubert Joly for the Sciences Po American Foundation in 2021]. "Great companies like IBM have held up its cultural values consistently for a very long time."

41:38 -- On the evolution of boardroom diversity. "The board's role is to ask questions to really challenge management to think outside of the box." "Diversity of gender, life experience, expertise or age [is critical for this purpose]." "The California boardroom diversity policies set up momentum that have helped improve people's ability to think outside of the box in terms of board composition. Hopefully this continues to happen without the need to have these laws in place."

44:26 -- How directors should think about geopolitical risks in the current environment. "You have to have a very strong local team." "The risk is considerably higher."

45:52 -- What are the 1-3 books that have greatly influenced your life:

Crossing the Chasm, by Geoffrey Moore (1991) (and others by this author).

47:07 -- Who were your mentors, and what did you learn from them? "People who care enough about me to give me very honest feedback." (difference between mentors and sponsors).

48:20 -- Are there any quotes you think of often or live your life by?

"People will forget what you said, people will forget what you do, but people will never forget how you made them feel."

49:46 -- An unusual habit or an absurd thing that you love: she loves cleaning.

50:30 -- The living person she most admires: Hillary Clinton.

Claudia Fan Munce is a venture advisor at NEA, and serves as a board member at Best Buy, CoreLogic, the Bank of the West/BNP Paribas, the Energy Impact Acquisition (SPAC) and the National Association of Corporate Directors/Northern California. She’s also a Lecturer in Management at the Stanford Graduate School of Business.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/claudia-fan-munce-9fuy4_5D

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

Mon, 26 Sep 2022 13:15:00 +0000

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 startup called Momenta Computers ("think of it as an iPad but in the 1990s"). She transitioned to Oracle, where she reported directly to Larry Ellison and was responsible for Oracle's open systems group. Later, she joined Aspect Communications as a CEO from 1998 to 2003. How she pivoted the company during the dotcom era and 9/11. She later became CEO of three private companies which she successfully exited, and has served on corporate boards in addition to doing some business consulting.

15:33 -- The difference between CEO coaches or mentors, and serving as a corporate director. Why it's good to separate the role of Chair and CEO. On the bright line between management and governance.

22:05 -- Distinctions between serving as an independent director in public and private (venture-backed) companies. "Both are equal amount of work, it just that the work is different."

28:41 -- On the debate between staying private for longer and going public. "Too much regulation too early will kill companies." "More companies should be going public, the incentives have shifted very much to staying private and exchanging companies between private equity firms." "There is [also too much] regulatory compliance in public companies and that's become a disincentive."

31:51 -- Recommendations for directors in private venture-backed companies facing layoffs, down-rounds, recaps or fire-sales. "Cash is king." "It is possible to get yourself into a situation where the company is unsolvable."

40:25 -- On Silicon Valley's "growth at all costs" mantra. "It's only appropriate for a very small number of companies, not the other 99% of companies." The example of Amazon.

44:17 -- The role of the board in strategy and innovation.

48:34 -- On the evolution of ESG. "Environmental is a totally different topic than social, so I view [the acronym of] ESG as a failure of marketing." "It lends itself to polarization because you have put two completely unrelated things in the same bucket". On carbon emission disclosures: "Folks will start figuring out how to monetize the metrics that make it look like you're meeting your metrics but you're not actually doing that."

54:00 -- "The data for growth of cybercrime went from $3 trillion in 2015 to an expected ~$10-11 trillion in 2025."

55:29 -- How to add ESG expertise to the boardroom. Cybersecurity got added in the audit committee. Most companies have added the "S" in ESG in NomGov or Comp committees (more related to human capital management). "I would envision that 10 years from now we will not have ESG as a thing, the E and S will be separate since they don't belong in the same bucket."

1:00:28 -- On the evolution of boardroom diversity.

1:06:15 -- What are the 1-3 books that have greatly influenced your life:

Caligula, by Albert Camus (1944)

Crossing the Chasm, by Geoffrey Moore (1991)

Who We Are and How We Got Here, by David Reich (2018)

1:09:18 -- Who were your mentors, and what did you learn from them?

Ray Lane, former exec at Oracle and KPCB partner.

Merrill Brooksby, former exec at HP.

1:13:53 -- Are there any quotes you think of often or live your life by?

"Be the change you want to see in the world" (attributed to Mahatma Gandhi)

1:14:35 -- An unusual habit or an absurd thing that you love: she grows roses.

1:15:31 -- The living person she most admires: currently, Volodymyr Zelenskyy ("he has backbone and he is willing to be in the lead in a dangerous and highly volatile situation but you can't get people behind you if you're hiding in the bushes and I think that is admirable.")

Beatriz Infante currently serves on several public and private company boards including 1010Data, Emulex, Ultratech, Sonus Networks, Liquidity Services (NASDAQ:LQDT), Ribbon Communications (NASDAQ:RBBN) and PriceSmart (NASDAQ:PSMT). She's also the CEO of Business Excelleration, a consulting firm founded to help the next generation of CEO’s excel and accelerate their company’s growth.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/beatriz-infante-PsyaxoM2

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

Mon, 19 Sep 2022 13:41:44 +0000

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 and participate in director convenings (events, committees, industry, etc.)

10:19 -- Deep dive into their article "Four key takeaways from the 2022 proxy season."

10:58 -- On E&S Shareholder Proposals. "While there were more proposals in these categories, support for them became more targeted."

14:34 -- Focus on climate risk/energy transition, DEI and corporate political responsibility.

17:07 -- On boardroom diversity trends (including legal challenges to SB-826 and AB-979 in California and the Nasdaq Diversity Rules). "Today, 1/4 of the Fortune 100 directors is racially diverse and 1/3 is gender diverse; 61% of SP 1500 companies have 3 or more women on boards (up from 28% in 2018, that's a 30 point increase in three years)." "We have seen tremendous progress on all aspects of board diversity."

19:37 -- Support for directors remained stable despite signals that opposition would increase, with average votes against S&P 500 directors inching up to 4.2% compared with 3.9% over the same time period in 2021. "This year average voting opposition for nominating and governance chairs at S&P 500 companies was 8.2%, up from 4.6% in 2017. Similarly, average voting opposition for compensation committee chairs at S&P 500 companies was 7.3%, up from 3.8% over the same period. In addition, opposition to independent board leaders (i.e., independent chair, lead or presiding director) rose to 7.0% from 4.3%."

"The stakes for directors are really going up, and that's including around ESG matters." "Overall trends we think are pointing to director votes as a lever of change that investors may be more inclined to use going forward to express their views and accelerate their stewardship goals."

23:28 -- On investor pressure and pending SEC regulations (on climate change). "All of this is a wake-up call for directors."

27:00 -- On adding ESG expertise in the board. "I think it's critical for companies with board oversight to think about materiality." "Materiality assessments and matrices have been a good outcome of the ESG dialogue."

29:34 -- On institutional investors, stakeholders and the "disconnect" with the Anti-ESG political push-back.

36:03 -- On the new Universal Proxy Rules for Director Elections.

38:51 -- On shareholder engagement. "We really see investor engagement as a vital tool for companies to understand their key shareholders' perspectives on the company's governance and its strategy and also an opportunity to enhance the company's communication and deepen those relationships."

42:57 -- On shareholder activism. "We counsel boards to run different programs to think like an activist." "Companies need to be smart about what drives their own TSR." "Activists will often look at the board, to bring different dissidents and/or target individual directors." "There is a deep scrutiny around the E&S agenda areas."

45:51 -- On recommendations for directors in these volatile times, and how to increase the board’s impact in volatile times. "It's important to have a framework in place grounded in the company's purpose and its values so that it's ready in terms of how they are going to make decisions, what issues they are going to weigh-on, what stakeholders they need to think about, and what constituencies they are hearing from."

49:28 -- On boards adding value (strategy and innovation).

51:53 - What are the 1-3 books that have greatly influenced your life:

Kris:

Start with Why, by Simon Sinek (2009)

Gone with the Wind, by Margaret Mitchell (1936)

Talent, Strategy, Risk: How Investors and Boards Are Redefining TSR, by Bill McNabb, Ram Charan and Dennis Carey (2021)

Jamie:

Doughnut Economics, by Kate Raworth (2017)

This is Water, by David Foster Wallace (2009)

53:30 - Who were your mentors, and what did you learn from them?

Kris: Peggy Vaughan (former partner and board member PwC)

Jamie: Allie Rutherford (partner PJT Camberview)

55:16 - Are there any quotes you think of often or live your life by?

Kris: "Just say yes"

Jamie: "We are the ones we've been waiting for"

56:28 - An unusual habit or an absurd thing that they love:

Kris: She's a flutist, and has passed that skill over to her daughter so they play flute duets together.

Jamie: Having her hair and make-up done by her 5-year old daughter.

57:41 - The living person they most admire:

Kris: Greta Thunberg

Jamie: "Working mothers (and especially those of the pandemic) that are working to make the future more sustainable and equitable for future generations."

Kris Pederson is the EY Americas Center for Board Matters Leader. Jamie Smith is the EY Americas Center for Board Matters Investor Outreach and Corporate Governance Specialist.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/kris-and-jamie-qpS9W37r

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

Mon, 12 Sep 2022 13:28:38 +0000

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 school he tried to start his own startup but that's where he learned that "it doesn't matter how good your idea is when you don't have a good team and good execution." He then joined Gunderson Dettmer as a corporate associate supporting tech founders.

7:14 -- Adam's new role as Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law. How his initial work with 500 Startups with the BCLB sparked more executive education programs.

9:24 -- On the origin and mission of The Independent Director Initiative.

12:20 -- What makes corporate governance in private venture-backed companies different to public companies. Explaining VC University (a partnership between Berkeley Law, NVCA and Venture Forward).

15:42 -- The Academic Partners of the Independent Director Initiative:

Berkeley Law Executive Education;
Berkeley Law Center for Law and Business;
Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia Law School;
UC Davis School of Law;
UC Hastings Law Center for Business Law;
Institute for Law & Economics at the University of Pennsylvania;
Silicon Valley Executive Center at Santa Clara University;
Rowling Center at SMU Dedman School of Law;
Rock Center for Corporate Governance at Stanford University;
Stanford Center for Racial Justice at Stanford Law School; and
Lowell Milken Institute for Business Law & Policy at UCLA School of Law.
University of Washington School of Law

The Organizational Partners of the Independent Director Initiative:

18:07 -- On the interest and number of applicants to the program (~500 applications, 80 got selected in first cohort).

19:21 -- On fiduciary duties of directors in venture-backed companies (including dual-fiduciary conflicts). Role of independent directors, and boardroom diversity in private venture-backed companies. The Trados case (2013).

38:43 -- The evolution of private markets and how its regulation may impact corporate governance.

40:06 -- Take-aways from the program: 1) more education is needed for directors of venture-backed companies generally (beyond just independent directors), and 2) it was refreshing to see such a diverse and qualified group of executives that could serve on corporate boards.

41:56 -- Where can people learn more and/or apply for the next cohort of the Independent Director Initiative: independent.venturecapitaluniversity.com

42:57 -- Benefits for participants beyond just the two days of the program. Placements.

45:27 - Some of the books that have greatly influenced his venture career:

Venture Deals, by Brad Feld and Jason Mendelson (2011)

Secrets of Sand HIll Road, by Scott Kupor (2019)

45:51 - Who were your mentors, and what did you learn from them (regarding this program)

Evan Epstein (!)

Afra Afsharipour, UC Davis Law School

46:26 - Are there any quotes you think of often or live your life by?

"You don't have to see the whole staircase, just take the first step." Martin Luther King, Jr.

46:26 - An unusual habit or an absurd thing that he loves: walking 40min for his commute. "Owning your downtime."

48:55 - The living person he most admires: his wife.

Adam Sterling is the Assistant Dean for Executive Education and Revenue Generation at UC Berkeley’s School of Law and the Executive Director of the Berkeley Center for Law and Business.

You can follow Adam on social media at:

Twitter: @adambsterling

LinkedIn: https://www.linkedin.com/in/adambsterling/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/adam-sterling-mLAsmr2C

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

Tue, 23 Aug 2022 13:32:08 +0000

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 "Partido de la Red" (the "Net Party") in 2012 - a political party in Argentina (inspired by Giorgio Jackson), and his pivot to crypto.

14:04 -- His endeavors with Democracy Earth Foundation and UBI (Universal Basic Income through the Ethereum blockchain). The impact of Bitcoin and the new generation of builders in Argentina, with global leaders such as Decentraland. The strong adoption of crypto in countries like Argentina, Venezuela and Cuba: "There is a real need for crypto in countries that need an alternative."

16:12 -- The connection of crypto with corporate governance. His interest on voting "we realized that whoever controls the registry of voters can decide the outcome of elections." The concept of Proof of Humanity ("the protocol got activated in March 2021 and it has had 50 proposals since then." How voting works in this DAO. "You see how contested the positions are to the extent of how people are willing to cheat in order to win."

23:19 -- Explaining DAOs (Decentralized Autonomous Organizations). Different DAO applications. Token voting. On The DAO hack (2016).

25:59 -- On the evolution of DAOs. On Vitalik Buterin (co-founder of Ethereum): "I think he's today's most inspiring leader in technology, by far. In the same rank as Elon Musk, and many other great ones." "A lot of the [crypto] community looks up to him as a role model who really understands what it means to lead through the process of creation of a decentralized network." "It's a very counter-intuitive exercise in leadership because you actually need to reject being in control, in order to gain legitimacy." "The role that founders play in these networks I think is a determinant factor in the outcome of how projects evolve over time." "Nothing ever begins decentralized, it needs to be progressively decentralized throughout time." "Building institutionality in cyberspace I think has tremendous power for coordination of humans and capital in a global, more legitimate way."

28:46 -- On the role of founders, contrast between 'traditional' founder-controlled startups and new decentralized crypto projects. On Vitalik's founder's take in a reply to Balaji Sirinivasan's book the Network State. Santi has personally dealt with some of these founder debates, he's currently a Mission Board Member at Proof of Humanity, elected by the community.

32:32 -- On the contrast of "corporate governance" and "crypto or DAO governance". "One of the most interesting projects in the space right now, I think is a project called Kleros, a decentralized arbitration service for disputes of the new economy." "They work as oracles that bring into the blockchain human judgment, based on a drafted policy or guideline." This is very important for enforcement, and to audit the decision process. On-chain governance vs Off-chain governance. The cases of Aragon and Moloch DAO (founded by Ameen Soleimani). "In Proof of Humanity, we don't want voting to be on-chain, because it makes it expensive to vote. The purpose of voting is to be an alternative to economic incentives. So voting needs to happen off-chain for voting to remain free [and] a right." Snapshot as the off-chain voting mechanism. Kleros' Governor solution.

42:18 -- On Proof of Humanity (~16,630 profiles), its DAO, and UBI. "Argentina and Brazil are two of the leading adopters of UBI right now." Proof of Integrity DAO (promoting technological inclusion).

47:44 -- On the current "crypto crash", the cases of Terra/Luna, Celsius. "You can see the ripples of Terra going down throughout the industry, it led to the Celsius and 3AC collapse... you can see the dominoes falling in a very clear way."

55:12 -- On the advantage of understanding how to code. [reference to Vitalik's visit to Buenos Aires in his podcast "Por Qué No Te Habré Hecho Caso" (a leading crypto podcast in Spanish]

57:10 - Some of the books that have greatly influenced his life:

The Star Maker by Olaf Stapledon (1937) *prologue written by Jorge Luis Borges.

Gödel, Escher, Bach, by Douglas Hofstadter (1979) "the bible of Artificial Intelligence"

The Sovereign Individual, by William Rees-Mogg and James Dale Davidson. (1997)

59:44 - Who were your mentors, and what did you learn from them?

Emiliano Kargieman, now CEO and founder of Satellogic.

*story of Vitalik Buterin's visit to Buenos Aires in Dec of 2021.

*on El Salvador's Bitcoin adoption by President Nayib Bukele.

01:08:22 - Are there any quotes you think of often or live your life by?

"Sic transit gloria [Mundi]" (Latin for "Glory Fades" or "thus passes the glory of the world") *he first heard about it in Wes Anderson's movie Rushmore (1998).

01:09:23 - An unusual habit or an absurd thing that he loves: Iglesia Maradoniana!

01:10:31 - The living person he most admires: his brother Liniers, a famous Argentinean cartoonist. "It was like growing up with Walt Disney."

Santi Siri is the Founder of Democracy Earth Foundation, a non-profit organization backed by Y Combinator that built Universal Basic Income (UBI) on Ethereum and launched Proof of Humanity, where he serves as a Mission Board Member. He was the founder of "Partido de la Red" (the "Net Party") in Argentina, and is the currently the host of the podcast "Por Qué No Te Habré Hecho Caso", focusing on crypto (in Spanish). He has been featured on Wired, Time and many other media outlets.

You can follow Santi on social media at:

Twitter: @santisiri

UBI token: @ubidoteth

Proof of Humanity DAO: @PoHDAO

Democracy Earth: @DemocracyEarth

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/santiago-siri-y9bDHCSm

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

Mon, 15 Aug 2022 13:30:00 +0000

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 Brazilian Institute of Board Members, rebranded the Brazilian Institute of Corporate Governance five years later.

10:06 -- On founding her firm Better Governance in 2005 "to be fully dedicated to corporate governance".

12:20 -- On her book "The Black Box of Governance" (2021) "The book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process."

19:13 -- On the evolution of corporate governance in Brazil in the last 25 years. Overview of the Novo Mercado (created in 2000). At the time this McKinsey report was influential. The Brazilian corporate law was revised in 2001. The first company to be listed in Novo Mercado was only in 2002 (the market was slow to adopt it). The year 2007 was a record year for IPOs in Brazil. In this period "Brazil was a benchmark" for the region. "But then there was a plateau, a stagnation."

25:57 -- About the Brazilian Corporate Governance Code (for Listed Companies). She started this process in 2013 when she was Chair of the IBGC with the formation of "The GT Interagentes" (Interagents Working Group) comprised of 11 of the most important agencies related to the capital markets. There were two observing entities: CVM (Brazilian securities regulator) and BNDES (Brazilian development bank).

29:32 -- On the influence of the Brazilian Corporate Governance Code and the state of Novo Mercado today.

34:48 -- About the Lava Jato (Car Wash) Investigation, Petrobras and corruption in Brazil.

36:09 -- On the governance of state-owned enterprises. "For me, it doesn't work."

40:27 -- About Crisis-Resilient Boards: Lessons from Vale (article published on Harvard Law School Corporate Governance Blog) and latest ESG trends in Brazil (including the SEC's suing Vale for making false and misleading claims). "Nothing resists the culture that you have installed."

51:00 -- On ESG in Brazil. "The international institutional investors are the ones really leading and raising the bar." "For me, I'd be happy when the time comes where we would no longer need to use this acronym, it should [just] be embedded in strategy." "The G (in ESG) is the driver of everything."

57:04 -- On the future of corporate governance in Brazil. "The drivers are both fear and greed." "Governance may have to change profoundly [particularly] given the governance models of startups and scaleups. We may have to rethink flexibility in governance models."

01:02:28 - Novels that have greatly impressed her:

Animal Farm and 1984 by George Orwell (1945 and 1949)

House of Spirits, by Isabel Allende (1982)

Name of the Rose, by Humberto Eco (1980)

*Corporate governance books that have greatly influenced her:

A History Corporate Governance 1602-2002, by Paul Frentrop (2003)

Corporate Governance and Chairmanship: A Personal View, by Sir Adrian Cadbury (2002)

01:04:57 - Who were your mentors, and what did you learn from them?

Bengt Hallqvist, the founder of IBGC. "He was the one that introduced corporate governance to me, and with that he changed my life."

01:06:00 - Are there any quotes you think of often or live your life by?

"Things can always be better."

01:06:48 - An unusual habit or an absurd thing that she loves: dancing!

Sandra Guerra is the founder of Better Governance and has served on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC). She's the author of “The Black Box of Governance” published by Routledge in 2021.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/sandra-guerra-Yk4XL3UM

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

Mon, 8 Aug 2022 13:30:00 +0000

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, he joined Camberview Partners (now PJT Camberview) to head its activism defense practice. In 2019, he joined as a partner and co-chair of Sidley Austin's shareholder activism practice.

8:03 -- On what makes Derek's practice at Sidley Austin distinctive: "this is all we do." "We've seen over 100 proxy contests over the last 5 years."

10:05 -- On this year's proxy season and activist campaigns. "We're back at pre-Covid levels, both in amount and mix of activism." "The reported campaigns are just the tip of the iceberg (many situations get resolved before they reach the public's eye)."

14:30 -- The impact of COVID-19 in the activism realm: "it was a very quick slow-down."

16:54 -- Why activists and companies continue to favor settlements over drawn-out proxy fights. (Per Lazard's H1 2022 Review of Shareholder Activism "[C]ontinuing 2021’s trend, a historically high proportion of Board seats (91% of the 75 total Board seats won) were secured via settlement agreements."

21:20 -- Activism in different size of companies (small, mid and large or mega caps).

23:13 -- Some take-aways from the Exxon Mobil case (generally): "Size is not a defense, and use of ESG by activists as a core thesis." On the influence of the large institutional investors ("only a few individuals that control a big part of the vote.") [See The Future of Corporate Governance Part I: The Problem of Twelve by John Coates, 2018).

28:53 -- On the impact of the current market downturn in activism. Targeting tech companies.

32:40 -- On activism targeting tech companies that are founder controlled (sometimes with dual-class share structures.) "Independent directors play a big and important role."

35:52 -- On contested M&A (hostile take-overs).

38:34 -- The impact of universal proxy cards in contested director elections. [See Sidley Austin's position on this topic]

42:47 -- Take-aways from shareholder proposals from this year's proxy season.

44:24 -- Take-aways for directors (generally) from this year's proxy season. "The most important thing is universal proxy and what it will do to shareholder activism: there will be a much deeper focus on skills sets of individual directors (impacting Nom-Gov committee.)" "Be your own activist."

46:22 -- On board diversity in shareholder activism.

47:13 -- A book that has greatly influenced his life: "Surely You're Joking, Mr. Feynman!" by Ralph Leighton and Richard Feynman (1985).

48:45 -- A quote he thinks of often or lives his life by: "Think for Yourself." (a Beatles song).

50:07 -- An unusual habit or an absurd thing that he loves: watching 5min clips in YouTube with his kids (space and astrophysics related). From these, emerged his new favorite animal: Tardigrade.

51:38 -- The living person he admires: Nate Silver (because "he's representative of somebody who uses information, evidence and data to guide decision-making.")

Derek Zaba is a partner in the Palo Alto and New York offices and co-chairs Sidley’s Shareholder Activism practice. He counsels companies on a variety of matters, including activism defense/proxy contests, activism preparedness, takeover defenses, shareholder engagement and corporate governance.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/derek-zaba-UvCVDb4q

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

Mon, 1 Aug 2022 13:30:00 +0000

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. At MarketWatch, and for The Wall Street Journal and Barron’s, McKenna reported on public company accounting, fraud and financial investigations, and the potentially dubious financial reporting practices of pre-IPO companies. She also started teaching at different universities. She has now joined full-time as a Lecturer at University of Pennsylvania Wharton Business School.

17:53 On Ernst & Young’s $100 million penalty by the SEC for employees cheating on CPA ethics exams and misleading investigation. To put this case into context, it's important to understand KPMG's case from 2019 ($50 million penalty by the SEC). Note this teaching case study on the KPMG/PCAOB scandal.

24:50 Criminal convictions in KPMG case.

26:01 EY's role in misleading the investigation of the SEC.

31:38 On KPMG receiving its largest UK fine (£14.4M) for providing false information about its audits of Carillion and Regenersis. On why the "Big 4 Audit Firms" are "Too Big to Fail."

33:16 What's really going on with the Big 4 audit firms? Audit services vs consulting services. "When there is tension between professionalism and commercialism, [the latter] will always win out." "You cannot restrain the heartless except via enforcement."

37:50 On lessons for directors in frauds of private companies. "I use Theranos as a warning case for students in accounting: it's the canary in the coalmine in case the audit profession doesn't evolve." There were three audit firms involved in the Theranos case: EY at the beginning but then walked away, then KPMG until they had a dispute about stock option valuations (staying only to do consulting), and PwC did forensic work winding down the company. None of them audited the firm, they only provided services. "They [the audit firms] made more money, with less liability, by providing other services [actively choosing not to provide auditing services.]" "Private companies avoiding going public [the deeper scrutiny] is the shape of things to come." How the JOBS Act stripped away some of the scrutiny over emerging growth companies [EGCs]. Some, like SEC Commissioner Hester Peirce, are in favor of this lighter regulatory approach.

47:22 On whether unicorns require a stricter regulatory framework. "We are seeing this [laissez-faire] attitude to the max in the crypto industry."

50:00 On whether Sarbanes Oxley had a negative effect on the US IPO market. "We should not have marginal/shady companies in the public markets." On the negative effect of relaxing the rules in the JOBS Act. "We should be talking about the quality of companies, not the quantity of listings."

55:26 On the difference between valuations (in private companies) and marketcap (in public companies). "I'm a big believer in the power of short sellers and activist investors to highlight [price inefficiencies and fraud] because they put their money where their mouth is." "The SEC has been very disappointing in both Republican and Democratic administrations in terms of actually calling accounting fraud by its name." On the role of whistleblowers.

01:04:02 On the rise (and increasing political polarization) of ESG. "I'm cynical towards it, firms are looking to get a piece of clients' wallets." "The trend first emerged in Europe with firms providing side audits like carbon emissions." "My head is tainted with the idea that it's all a big marketing ploy." The audit mandate in the proposed SEC's climate change disclosure rules. On the proxy proposals (like Exxon's) and greenwashing.

01:10:28 - Three books that have greatly influenced her life:

Siddartha, by Hermann Hesse (1922)

The Road Less Traveled, by M. Scott Peck (1978)

The Origins of Totalitarianism, by Hannah Arendt (1951)

01:13:18 - Who were your mentors, and what did you learn from them?

From her time at Continental Illinois:

Peggy Jackson Turner

Judy Port

01:15:03 - Are there any quotes you think of often or live your life by?

"Der Mensch Tracht, un Gott Lacht (Man Plans, and God Laughs)" (Yiddish)

"Morallity cannot be legislated, but behavior can be regulated. Judicial decrees may not change the heart, but they can restrain the heartless." Martin Luther King Jr.

01:16:12 - An unusual habit or an absurd thing that he loves: collecting metal objects.

01:17:47 - The living person she most admires: Judge Jed S. Rakoff, Jordan Peele.

Francine McKenna is a full-time Lecturer at University of Pennsylvania Wharton Business School. She teaches ACCT 611 and 613, Introduction to Financial Accounting for MBAs. She is also an independent writer and commentator and authors the newsletter The Dig, where she scrutinizes accounting, audit and corporate governance issues at public and pre-IPO companies.

You can follow Francine on social media at:

Twitter: @retheauditors

LinkedIn: https://www.linkedin.com/in/francinemckenna/

Substack: https://thedig.substack.com/

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/francine-mckenna-U43JWc_W

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

Wed, 27 Jul 2022 13:30:00 +0000

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 & Burling where he practiced for about 13 years. In his last year at Covington he worked on the Uber investigation, after which he was hired to join the company as Associate General Counsel for Corporate (where he led the IPO, the company's corporate governance and ESG programs). He later got promoted to Deputy GC. He joined Broadridge Financial Solutions as Chief Legal Officer in 2021.

5:55 Keir's role on the governance assessment for the Holder Report in 2017 [where his firm recommended that Uber focus on four prevailing themes with regard to taking the following remedial measures: tone at the top, trust, transformation, and accountability]. His headline: "Governance directly and unequivocally impacts value." "For me, Uber is the quintessential example for that." "At that time, Uber was king of the world: the largest and most valuable Unicorn, rapidly expanding around the world, they had radically changed how people got around." "Uber's scandal started with Susan Fowler's blog post (which indicated a culture in need of change) and the #DeleteUber campaign post travel ban fiasco in NYC." "These events set the company into a spiral, where they had to address these governance and cultural issues in order to thrive and survive."

13:40 On Silicon Valley's "growth at all costs" and "founder empowerment" culture, and the unique distinctions between private vs public corporate governance practices: "The real question in my mind is has Silicon Valley learned its lesson? Have the VCs learned?" "Here is the truth of it: for every Theranos, Uber or WeWork, there is a Facebook, and let's be very candid here, FB is still very successful - if you were an original investor in FB you have done very well for yourself - despite the company not embracing the best corporate governance practices [and yet FB is still thriving]." "[Despite some of the governance scandals in tech companies] there is certainly more awareness now about how corporate governance can impact value."

19:07 On the evolution of corporate governance and the growing influence of institutional investors. Its impact on private venture-backed companies: "There must be a governance transition based on the growing number of investors participating in the company's evolution (particularly if/when the company goes public)."

25:15 On the history and focus of Broadridge Financial Solutions.

27:50 On the role of technology, Blockchain, Meme Stocks and Proxy Voting. The Delaware Vice-Chancellor Travis Laster Speech at CII: "The Block Chain Plunder: Using Technology to Clean Up Proxy Plumbing and Take Back the Vote." (2016) The SEC's Proposal to Reduce Risks in Clearance and Settlement. "I'm not sure blockchain will be the technological solution that everyone is embracing."

33:36 On proxy contests ("the level of proxy contests seems lower than what we would have expected."), and the new SEC rules on universal proxy cards. This rule will start applying this August ("will it meaningful increase the number of proxy contests? It's an open question at this point.")

40:30 Keir's thoughts on boardroom diversity, including SB-826 and AB-979 getting struck down in California Courts: "I personally would not read too much into those [court decisions in California] for two reasons: 1) Spinning in the wind and 2)
"the horse has left the barn" on the topic of boardroom diversity." "Investors, employees, customers and the general public all care about the composition of a board from a diversity perspective."

45:05 His thoughts on the SEC's current agenda. "There is no doubt that there is a very pro-enforcement agenda in place right now." "There is a new Sheriff in town." The EY Enforcement Action (where EY had to pay a $100M penalty for employees cheating on CPA ethics exams and misleading investigation). Dissent from Commissioner Hester Pierce.

51:13 On the politicization of boards and how companies and boards have to deal with hot (and controversial) social topics. Assembling a group of employees to handle how, when and what should the company address about these issues. "It's an incredibly hard challenge for GCs and other senior executives." "Employees, customers and investors expect you to address these issues." "How you communicate is super important." His view on the "Mission-focused company" approach taken by Coinbase: "For me, that probably means that I will never be a Coinbase customer because I care deeply about the company to whom I give my money." "I think of Procter & Gamble as the gold standard on how to communicate effectively around these thorny questions."

58:04 A book that has greatly influenced his life:

The Autobiography of Malcom X, by Malcom X and Alex Haley (1965)

59:00- Who were your mentors, and what did you learn from them?

Marty Dunn, former Deputy Director and Chief Counsel of the SEC and former partner at OMM and MoFo.

David Martin, partner at Covington & Burling. He was his "Dutch uncle" ("someone who is going to be very hard on you privately, but in public will sing your praises.")

1:00:35 - Are there any quotes you think of often or live your life by?

From Trillion Dollar Coach (biography of Bill Campbell) by Alan Eagle, Eric Schmidt and Jonathan Rosenberg (2019): “Leadership is not about you, it’s about service to something bigger: the company, the team. Bill believed that good leaders grow over time, that leadership accrues to them from their teams. He thought people who were curious and wanted to learn new things were best suited for this. There was no room in this formula for smart alecks and their hubris.”

1:02:17 - An unusual habit or an absurd thing that he loves: "Zombie Apocalypse everything!"

1:03:04 - The living person he most admires: A lot of people but it's a tie: AOC (on the way she uses social media) and Bill Gates (on his transition from business to making a better world).

Keir Gumbs is the Chief Legal Officer of Broadridge Financial Solutions, Inc., where he oversees the legal, compliance and physical security teams. Prior to joining Broadridge, Keir served as Deputy General Counsel and Deputy Corporate Secretary of Uber. Before Uber, Keir was a Partner for nearly a decade at Covington & Burling. Keir’s career includes six years of service with the SEC, where, immediately prior to joining Covington & Burling in 2005, he served as Counsel to SEC Commissioner Roel C. Campos.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/keir-gumbs-bld0w90j

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

Tue, 5 Jul 2022 13:30:00 +0000

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": public, private and non-profit boards, in addition to teaching and doing some advisory work for CEOs.

4:55 Her advice for aspiring directors: "Think of your board journey as any career." She started serving on non-profit boards and worked her way up to private and public companies. Her first public company board was CME Group. She's served on 7 public company boards, plus many private and non-profit boards.

7:46 Distinctions on serving on public/private/non-profit boards ("even within those buckets there are significant differences.") Her other current public company boards: First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). When she thinks about board opportunities, she thinks about three things:

Is she aligned with the mission/vision of the company and what it stands for.

Does she have the skills, experience, credentials and competencies to add value to the board.

Does she like the people (other board members).

12:56 Her experience serving on the board of Eletrobras, a major Brazilian state-owned power generation company. "There is always a give and take --what you offer and what you learn-- and that to me is what makes board service so interesting."

16:27 Her thoughts on the evolution of ESG and DEI. Her article "Cutting Through the ESG Noise: A Practical Framework for Corporate Boards" with Cigdem Oktem, Regional Leader, EY Center for Board Matters.

22:15 Her thoughts on boardroom diversity, SB-826 and AB-979 getting struck down in California Courts. "I wish we didn't have to rely on quotas, but the truth is that when left in the hands of nom/gov chairs, board chairs and companies and executives, [progress] was just not happening."

"All I can hope for is that some halo effect [since SB-826] has demonstrated that having diversity and inclusion on boards is a good business practice."

24:41 On the progress of Latinos on boards. She serves on the board of the Latino Corporate Directors Association (LCDA), co-Chairs its Latino Corporate Directors Educational Foundation (LCDEF) that delivers on the BoardReady Institute (BRI).

28:20 On the politicization of boards. "Over the last three years there has been extreme politicization globally, not only in the U.S." "I am a big proponent of full disclosure on where you stand as an institution and/or corporation."

32:18 Her thoughts on Coinbase's position (a "mission driven company") and Salesforce (strong proponent of stakeholder capitalism). "Both companies took a stand, and that is what's important."

34:52 Her take on governance practices in the tech industry. On the role of experience and self-awareness in leadership.

37:17 Discussion of founder-led tech companies, governance consequences, and reverse bias discrimination. "Revenue is vanity, profit is sanity but cash is reality." "Sometimes there is too much of a good thing." "What is lacking is appreciation and respect for experience."

44:52 The 3 books that have greatly influenced her life:

Man's Search for Meaning, by Viktor Frankl (1946)

The Alchemist, by Paulo Coelho (1988)

Exodus, by Leon Uris (1958)

46:06- Who were your mentors, and what did you learn from them? "I have had so many, I apply a 360 mentorship model" "I crave feedback and mentorship all the time."

47:05 - Are there any quotes you think of often or live your life by?

"When contemplating an opportunity, if you don't foresee the possibility of death, bankruptcy or prison, then go for it!"

"Always think about how to pay it forward" (good karma)

Particularly for women who suffer from imposter syndrome: "Remember that you're seeing people from the outside where they seem so confident but you don't know what they are feeling on the inside, so do your thing, walk in confident, don't worry too much about outside influence."

49:16- An unusual habit or an absurd thing that she loves: "Melting chocolate and top it with yogurt or nuts to pretend that it's healthy." Reality TV, she's watched every season of the Survivor!

50:30 - The living person she most admires: her middle sister, a pediatrician in Brazil, "probably the most knowledgeable, powerful and yet so humble and generous."

Ana Dutra is an experienced CEO, business advisor and corporate director of publicly traded, family-owned and private corporations. As CEO of Korn Ferry Consulting, Ana led the global the Board Effectiveness practice. Ana currently serves as corporate director at the CME Group (NASDAQ: CME), First Internet Bancorp (NASDAQ: INBK), Carparts.com (NASDAQ: PRTS); Amyris (NASDAQ: AMRS), and Pembina Pipeline (NYSE: PBA). She also serves on the Board of the Latino Corporate Directors Association and co-Chairs its Educational Foundation Board.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/ana-dutra-9eqUg9UH

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

Mon, 27 Jun 2022 13:30:00 +0000

Annemarie Tierney: On Secondary Markets for Private Company Stock, and Crypto.

0:00 Intro.

1:45 Start of interview.

2:40 Annemarie's "origin story". She was born and raised in New Jersey. She went to the University of Delaware and later to the Catholic University of America Columbus School of Law. She got her first job at the SEC (Corp Fin) right out of law school. She spent 6 years at the SEC, 5 of them focused on international corporate finance (bringing international companies into the US securities market). Linda Quinn (ex director of Corp Fin) called it her "Chamber of Commerce." Her team's job "was to make it as easy as possible for large international companies to list in the U.S." Reg 144A, Reg S.

6:07 Her time at Skadden Arps (1996-2002). She spent 5 years at the Skadden London office, 1 year in the NY office.

8:16 Her transition to the New York Stock Exchange as Assistant GC (2002-2008).

10:17 Her time at NYFIX as GC from 2008-2010, before it got acquired.

11:50 Her role at SecondMarket as EVP Legal, GC and Corporate Secretary (2010-2015). The firm was founded by Barry Silbert and was a pioneer on secondary markets for private shares (now Digital Currency Group).

17:29 Her time at Nasdaq Private Market as VP, Head of Strategy and New Markets (2015-2018).

22:27 Thoughts on carve-outs (liquidity) for founders in venture rounds (pre-exit). SecondMarket's role in helping expand the shareholder threshold from 500 to 2000 shareholders (Jobs Act, 2012) allowing private companies to stay private for longer.

26:30 Her time at Templum (a registered broker dealer/alternative trading system approved to conduct primary offerings and secondary trading in unregistered digital securities) as chief strategy officer and GC (2018-2019).

28:23 About her firm Liquid Advisors, a strategic advisory firm offering private placement and secondary liquidity structuring and regulatory requirement services, including for digital or token-based securities. "I'm an accidental entrepreneur."

32:30 On regulation of private markets, and her response to SEC Commissioner Allison Herren Lee "Going Dark" concerns. The challenging conditions for U.S. public companies (costs of being public vs benefits of staying private).

38:00 Her thoughts on the market down cycle, including the SPAC situation.

42:07 Her take on blockchain and crypto. SecondMarket started trading BTC in 2012-2013. "Blockchain provides a record-keeping that is immutable." SecondMarket created a Bitcoin Investment Trust. "I'm a huge supporter of blockchain/crypto." "I've been through so many ups and downs of the [BTC] price that I don't get fazed by it anymore." "It's the best performing asset class in the last 10 years, I don't think people can keep ignoring it."

51:28 Her thoughts on the regulation of crypto (President Biden's Executive Order, Governor Newsom's Executive Order). "The market has been begging for clear crypto regulations for some time." "Some states have stepped up where federal regulators have been unwilling to state how to bank or regulate these assets." Crypto friendly environments like Wyoming or Miami.

55:24 The 3 books that have greatly influenced her life:

The Hobbit, by J.R.R Tolking (1937)

The Lord of the Rings, by J.R.R Tolking (1954)

The Harry Potter books, by J.K. Rowling (1997-2007)

55:25- Who were your mentors, and what did you learn from them?

Richard Koznik, ex Associate Director, Division of Corporation Finance at the SEC.

Paul Dudek, also formerly from the SEC.

Georges Ugeux, formerly from NYSE.

Former SEC Commissioner Richard Roberts (former director of NYFIX).

56:24 - Are there any quotes you think of often or live your life by? "Nothing to be afraid of if you jump off a cliff as long as you know that you have a safety net."

57:09- An unusual habit or an absurd thing that he loves: Travel junkie! Her goal is to make it to 193 U.N. countries.

01:00:09 - The living person she most admires: her mom.

Annemarie Tierney is the Founder and Principal of Liquid Advisors. She is a seasoned financial services lawyer/strategist with substantial SEC, law firm, and in-house legal experience, as well as experienced in broker dealer regulation, blockchain legal and regulatory issues, securities transactional work, SEC rules and regulations, corporate governance, and international expansion.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/annemarie-tierney-ElaLM5_8

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

Mon, 20 Jun 2022 13:30:00 +0000

Dan Siciliano: "Employees Are At The Heart of the Success of Modern Unicorns, More So Than Ever Before."

0:00 Intro.

2:08 Start of interview.

2:42 Dan's "origin story". He was born and grew up in Arizona, with a stint in Atlanta, GA. He later attended the University of Arizona on a Flinn Foundation scholarship. He then went off to graduate school to Stanford (Econ), later transitioning to Stanford Law School. He practiced law in Arizona for a year and came back to the Bay Area "almost on any excuse", and ran a cookie company.

8:01 His time at Stanford Law School, first to help launch the LLM Program in corporate governance, and later as Faculty Director of the Rock Center, Associate Dean of Executive Education and Professor of the Practice of Law.

9:19 The story of his company LawLogix, which he sold to Hyland Software/Thoma Bravo in 2015.

14:02 How the board of LawLogix evolved from startup to having PE investors to final sale. Three huge lessons:

Governance matters in some ways even more at a small company level.

Don't let board observers on your board at the request of PE, unless they agree to pay for them.

CEO succession matters, and mission/culture is key ("tone at the top").

23:00 His thoughts on the current market and down cycle (recession). "It is important to distinguish between a financial crisis from a business cycle recession." "It feels like we're in a business cycle recession with a lot of hype. Relatively speaking capital is still cheap."

29:31 On his role as an independent director on the board of the Federal Home Loan Bank of San Francisco. *Congress established the Federal Home Loan Bank System in 1932, in the midst of the Great Depression, to improve the nation’s housing finance system by facilitating the flow of credit for mortgages throughout the country.

34:44 Dan's new fintech startup "Nikkel". Focused on equity comp for employees of late-stage private venture-backed companies. "Many investors would like to be invested in unicorns, but if you look at the distribution of who's invested in unicorns it's a very short list [~20 global investors have material investments, and 10 of them account for 80% of it.] If you want to get access to unicorn returns, you really can't and that's unfortunate.

44:28 Reaction to SEC Commissioner Allison Herren Lee's speech on "Going dark: the growth of private markets and the impact on investors and the economy." "I think that within 3 or 4 years [my startup Nikkel] will be directly or indirectly one of the largest beneficiaries of unicorn upside, because 11% of the global cap table of unicorns right now is the hands of employees in the form of vested options [and nobody pays it any attention to this segment]. Imagine if you can constructively engage around that part of the cap table and have everyone do better [just like billionaires do in managing their wealth, maximizing upside, minimizing taxes, etc.]" Example: Airbnb's 10 year statutory expiration for option grants (before it went public). "Nikkel will advance money to employees on a prepaid variable forward contract." "Employees are at the heart of the success of modern unicorns, more so than ever before." "On average, employees should not sell their shares in a successful high growth venture-funded unicorn."

54:17 What Nikkel will offer tech employees with vested stock options.

57:47 On why he moved from Los Altos, California to Las Vegas, Nevada.

01:02:42 On director evaluations: "The importance of director evaluation has only increased." "The third rail/holy grail of director evaluation is identifying, coaching and assisting under-performing board members and/or helping them ease off the board (i.e. to improve or step-off the board)."

01:07:02 On director education: "Cybersecurity is an area that we pay a lot of attention to it but we don't do it constructively enough." "The best director education is a format that has great content but that allows directors to interact with each other."

01:10:40 The 3 books that have greatly influenced his life:

Influence, by Robert Cialdini (1984)

Fooled by Randomness, by Nassim Taleb (2001)

Elantris, by Brandon Sanderson (2005)

01:14:00- Who were your mentors, and what did you learn from them?

Eddie Basha, Chairman & CEO of Bashas, Inc.

Andrew Hurwitz, Judge of the US Court of Appeals for the Ninth Circuit

Joe Grundfest from Stanford Law School

Simone Lagomarsino, chair of the the Federal Home Loan Bank of San Francisco.

01:16:38 - Are there any quotes you think of often or live your life by? "Trust, by Verify." "Qui tacet consentire videtur." (he who is silent is understood to consent)

01:17:43- An unusual habit or an absurd thing that he loves: Movies. Waking up absurdly early.

01:19:45 - The living person he most admires.

Dan Siciliano is an Independent Director of the Federal Home Loan Bank of San Francisco and Chair of the American Immigration Council. He is the former faculty director of the Rock Center for Corporate Governance at Stanford University and former Professor of the Practice and Associate Dean at Stanford Law School. Dan was also co-founder, CEO and ultimately Executive Chairman of LawLogix Group, Inc. – a global software technology company.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/dan-siciliano-1N88aKrR

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

Mon, 6 Jun 2022 13:23:21 +0000

Marian Macindoe, New Head of ESG Stewardship at Parnassus Investments.

0:00 Intro.

1:39 Start of interview

3:41 Marian's "origin story". She grew up in Allentown PA, and when she was 12, she moved to Naples TX. She later attended Reed college in Portland OR. She got interested in urban planning and studied an MSc at LSE. She realized that change would come from corporations (private sector) and took her first job as an analyst at Glass Lewis & Co in 2005 (only the second proxy season for Glass Lewis & Co itself). She later became the first director of ESG research at that firm.

9:27 In 2011, she joined Chevron as a corporate governance analyst and ESG advisor. "They had a world-class corporate governance program led by Lydia Beebe." She helped launch Chevron's first ESG Engagement Program.

11:33 Her transition as Director of Investment Stewardship at Charles Schwab in 2018, where she also helped develop its ESG engagement program.

12:39 On her move to Uber in 2020 - after meeting Keir Gums (now CLO at Broadridge) and Tony West (CLO at Uber). She was Uber's Head of ESG Strategy & Engagement.

15:12 On joining Parnassus Investments this year, and her new role and focus as Head of ESG Stewardship at the firm.

18:28 Her framework on how to think about ESG: "The 'G' underpins all of your success in the E and S. Who's making decisions, and what are the incentives to help drive behaviors to reach the strategic goals and to build (and sustain) value. That's all G." "If you get G right, all else should fall into place." "We want engaged directors: a high quality, competent and diverse board." "That's table stakes for me at this point."

21:31 On the Engine No.1-Exxon Mobil case and the advent of ESG activism. "My advice to boards on how to think about ESG activism is to read the room." "90% of the SP500 is intangibles, so how you steward ESG issues matters (human capital driving these outcomes matters)."

26:39 On the evolution of proxy voting, especially with the rise of index investing and proxy advisors.

29:06 Rating ESG of Silicon Valley tech companies. "I'm going to give them an E." "You have to do a materiality assessment (that's ground zero for a good ESG program)." "Don't grow so fast that you don't see the damage you're doing to yourself." "Growth at all cost is a bad strategy for sustained growth."

34:49 On the criticisms and politicization of ESG: "It's sad that ESG is being politicized." On Tesla getting booted out of the S&P500 ESG index: "the methodology is public."

38:40 On the 2019 BRT restatement of the purpose of the corporation. "I reference it all the time." "I think it's really important to listen to companies when they tell you what to pay attention to." "They are telling me that it matters." "You need to take care of your stakeholders to take care of your shareholders."

42:01 On the new SEC climate disclosure rules. "I'm really excited about it. I think it's great." "We'll see where it comes out."

44:35 The 3 books that have greatly influenced her life:

Watership Down, by Richard Adams (1972)

Rise of the Working-Class Shareholder, by David Webber (2018)

Green Swans, by John Elkington (2020)

45:51 - Who were your mentors, and what did you learn from them? Most recent ones:

Keir Gums at Uber (now CLO at Broadridge)

Chris Paterson at Uber

47:00 - Are there any quotes you think of often or live your life by? "Why not you?" "Don't let the perfect be the enemy of the good, especially when it comes to starting a company's ESG journey. Just try, just get started."

48:03 - An unusual habit or an absurd thing that she loves: Aquatic snails!

51:10 - The living person she most admires: the people in her stewardship team right now.

Marian Macindoe is the new Head of ESG Stewardship at Parnassus, an investment firm based in SF with over $45 billion in assets under management. She leads the firm’s stewardship team, which is responsible for proxy voting, impact engagements, shareholder resolutions and direct communication with their investors on ESG matters.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/marian-macindoe-N31CKu2V

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

Tue, 31 May 2022 13:30:00 +0000

Anne Sheehan: "The Advent of Say-on-Pay Forced the Engagement between Investors and Companies."

0:00 Intro.

1:31 Start of interview

2:30 Anne's "origin story". She grew up in Colorado and after attending college, she moved to DC to work on the Hill and later in the Reagan Administration (U.S. Department of Energy). She moved to Sacramento in the late 1980s, where she worked in and out of state government. In her role as Chief Deputy Director of the CA Department of Finance (under Governor Schwarzenegger) she served on the boards of CalPERS and CalSTRS, among many other state boards. In 2007 Stanford issued the first Clapman Report, outlining best practices principles that she used to improve the governance of the CalSTRS board. The next year, she joined CalSTRS as the first Director of Corporate Governance, just in time for the GFC of 2008! She got very involved with the Dodd Frank legislation in 2011 and the rules that came out of it, such as say-on-pay, proxy access, and others. She retired from CalSTRS in 2018 and later joined the boards of Victoria Secret & Co, Cohn Roberts Holding Corp (NYSE:CRHC) and joined PJT Camberview as a senior advisor.

8:45 On the governance of state-owned or public entities, and the influence on politics on those boards. "Anytime there is a politician on a board, there will be a political bent to it." She did not sit on the board of CalPERS when they went after Safeway in their labor dispute (2004). At CalSTRS, they worked very hard to make sure that they did not pursue any political agenda. They made sure to follow a process when making any divestment decision.

11:58 On joining the board of CRHC, and the state of SPACs. CRHC is merging with Allwyn Entertainment, a European lottery operator in a listing valued at $9.3bn.

14:57 On the evolution of ESG. "The history of ESG at CalSTRS goes way back, they had a Statement of Investment Responsibility in 1978, outlining 21 risk factors (now called ESG factors). These are investment risks to the portfolio if they are not managed properly." There is a history of divestment from South Africa by California public pension funds during the Apartheid regime. UNPRI in early 2000s. "One of the issues is all the terminology that is thrown around: CSR, ESG, impact investing, moral or ethical investment, DEI, etc."

20:27 On the evolution of shareholder engagements. The example of CalSTRS and CII. The Engine No.1-Exxon Mobil case. "I've always thought that the acronym should be GES, because the "G" of governance is the infrastructure that sets in place how boards should handle these issues." "The advent of Say-on-Pay forced the engagement between investors and companies."

25:53 On the new criticisms of ESG and politicization of corporations.

27:54 On the exclusion of Tesla from the S&P500 ESG Index.

30:42 On the new SEC climate disclosure rules. "It's probably one of the boldest and most progressive proposals that has come out, probably ever, from the SEC."

34:35 Board diversity and her thoughts on CA courts striking down SB-826 and AB 979, and what these rulings mean for board diversity. Her role in promoting board diversity from CalSTRS starting in 2008, the Diverse Director Database. The role of the big institutional investors such as BlackRock, Vanguard and State Street to promote board diversity. The Nasdaq board diversity rule. DEI beyond the boardroom (racial equity audits, pay gaps, etc.)

41:26 On the governance of private companies, and the rise of private markets. The role of CalSTRS on improving governance of private companies via its LP role and influence.

45:00 Her recommendations on how directors should handle down cycles and recessions. "The governance processes are there to be the guardrails during the uptime and the downturns."

47:11 The 3 books that have greatly influenced her life in the last few years:

Biography of President Ulysses Grant, by Ron Chernow (2017)

From Strength to Strength, by Arthur C. Brooks (2022)

The Road to Character, by David Brooks (2015)

48:40 - Who were your mentors, and what did you learn from them?

Rich Koppes (former GC of CalPERS), on the governance side.

Bill Hauck (former head of the California Business Roundtable)

49:45 - Are there any quotes you think of often or live your life by? "Play the hand that's dealt to you." "Don't obsess over the bitter, go forward." "Perfect is the enemy of tGood" "80% is better than 100% if you can get it, or zero." "The only constant of life is change."

50:39 - An unusual habit or an absurd thing that she loves: When she travels to a new city she gets on those hop in hop off buses (typically tourist traps).

51:10 - The living person she most admires: Zelensky and the people of Ukraine.

Anne Sheehan is a former Director of Corporate Governance at CalSTRS and currently serves on the boards of Victoria's Secret & Co and Cohn Roberts Holding Corp (NYSE:CRHC) and is a senior advisor at PJT Camberview.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/anne-sheehan-2Vw2EQg4

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

Thu, 26 May 2022 13:23:35 +0000

Lisa Edwards: President & COO of Diligent Corporation, a Leading GRC & ESG SaaS Provider

0:00 Intro.

1:30 Start of interview

2:00 Lisa's "origin story". She grew up in Silicon Valley and after attending college at Stanford, she moved to Mexico City for 3 years where she worked in a boutique consulting firm. She later got an MBA at Harvard Business School. She then joined Bain & Co., became CEO of KnowledgeX (later sold to IBM) and co-founded ValuBond. She joined Visa in 2009, and Salesforce in 2012. In 2019, she joined the board of Colgate-Palmolive.

8:20 In October of 2020, she joined Diligent Corporation as President and COO, based in SF/Bay Area. "Diligent has about 70% of the Fortune 1000 companies as clients, and it's a truly global product." Diligent did four acquisitions during the pandemic, aggregating "governance, risk, compliance 'GRC' and ESG." "It's a $40 billion TAM, and we are the biggest SaaS player in the space." "It's a killer set of applications together."

13:45 Diligent Corporation got taken private by Insight Partners in 2016 (valuing the company at $624 million). "Now it's got to be one of the largest private SaaS companies."

15:05 On the evolution of technology and board portals in corporate boardrooms.

16:37 On the rise of ESG. "It's a very global trend." Examples from Australia, EU, UK, etc. On the SEC's approach with Chairman Gensler. Their global survey with Spencer Stuart, "finding 71% of boards are incorporating ESG into their company strategy, with 85% taking action to increase fluency on ESG." See Sustainability in the Spotlight: Board ESG Oversight and Strategy.

20:56 Her thoughts on the L.A. state court judge striking down SB-826 (AB-979 got struck down in April) and what these rulings mean for board diversity. "Globally, women now occupy 26% of board seats." "In California, women occupy 28% of board seats." "So it seems that SB-826 and AB-979 had a positive effect on diversity of boards."

26:41 On the recent push back by tech titans (Marc Andreessen, Peter Thiel, Elon Musk, etc) on ESG, including the power of institutional investors from the likes of Larry Fink from BlackRock.

29:05 On dual-class share structures. "We [Diligent Corporation] don't have an official position on it."

31:32 On the rise of private markets and governance of private companies.

37:04 On the politicization of corporate governance. "It is a sea change, 10 years ago CEOs avoided commenting on any political issue."

39:05 On the looming recession, and what directors should be doing in this economic downturn. "Boards have dealt with crises before such as the dot com crisis in 2000 or the GFC in 2008, and it looks like we're hitting a new crisis." "It will disproportionally impact private companies."

41:41 On virtual board meetings. "The virtual board meeting is 100% here to stay, but not 100% of the time." "There is no substitute for looking at people in the eye, no substitute for the hallway conversations."

42:29 The 3 books that have greatly influenced her life:

River of Doubt: Theodore Roosevelt's Darkest Journey, by Candice Millard (2005)

The Power Broker, Robert Moses and the Fall of NY, by Robert Caro (1974)

I Will Bear Witness, by Victor Klemperer (1995)

43:09 - Who were your mentors, and what did you learn from them?

Her Dad.

The Bridge Group (women peers)

43.52 - Are there any quotes you think of often or live your life by? "Don't let the perfect be the enemy of the good."

44:33 - An unusual habit or an absurd thing that she loves: Harvesting honey bees!

45:31 - The living person she most admires: RBG.

Lisa Edwards is President and Chief Operating Officer of Diligent Corporation, the leader in modern governance providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/lisa-edwards-IWtAyvTM

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

Thu, 19 May 2022 13:30:00 +0000

Anat Alon-Beck: Private Markets and Waivers of Stockholder Inspection Rights

0:00 Intro.

1:18 Start of interview

2:01 Anat's "origin story". She grew up in Israel. She practiced corporate law, VC fund formation, startup representation and M&A in Israel before moving to the U.S.

7:03 Her academic focus at Case Western Reserve University School of Law (Cleveland, Ohio).

9:12 On the practice of compelling employees, who are not yet stockholders, to waive their stockholder inspection rights under Delaware General Corporation Law (Section 220) as a condition to receiving stock options from the company. Based on her paper Bargaining Inequality: Employee Golden Handcuffs and Asymmetric Information, triggered by this WSJ article on the DOMO case.

20:42 Her hand-collected data set consisting of the SEC’s public filings finding that many firms began requiring that their employees sign a waiver clause titled “Waiver of Statutory Information Rights” post Domo (there was a "huge uptick"). NVCA's model legal documents including this waiver clause in its Investors' Rights Agreement.

27:58 The Good Technology (2018) and JUUL Labs, Inc. v. Grove (2020) cases. Description of classic conflicts of interest in venture-backed companies. Discussion of the "internal affairs doctrine".

37:35 On dual fiduciaries and "new" conflicts by founders with other common stockholders (prompted by super voting shares, multiple board votes, ff preferred stock, etc). The Trados case. Fiduciary duties of venture-backed company directors. On the shift of control from VCs (preferred stockholders) to founders. "Bargaining power is the key."

54:32 Take-away thoughts for directors of venture-backed companies. Lawyers as gatekeepers.

58:06 The 1-3 books that have greatly influenced her life:

Startup Nation, by Dan Senor and Saul Singer (2009)

Regional Advantage, by AnnaLee Saxenian (2006)

The Capitalist and the Activist, by Tom C.W. Lihn (2022)

59:34 - Who were your mentors, and what did you learn from them?

Irit Haviv Segal, from Tel Aviv University

Lynn Stout, from Cornell Law School

Robert Hockett, from Cornell Law School

From NYU: Ed Rock, Helen Scott, Karen Brenner, Gerald Rosenfeld, David Yermack.

1:00.48 - Are there any quotes you think of often or live your life by? "Be the change that you want to see in the world" "I've always been an activist and that's the mantra that I live by."

1:01:28- An unusual habit or an absurd thing that she loves: Fricasse (Tunisian sandwich), working out.

1:02:02 - The living person she most admires: Prof. Jill Fisch (Penn Law).

Anat Alon-Beck is an Assistant Professor of Law at Case Western Reserve School of Law. Her research examines how legal and regulatory structures influence the shift in equities from public markets to private markets, and the rise in the number of “unicorn” firms.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/anat-alon-beck-JVtZ4_OD

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

Mon, 2 May 2022 13:18:06 +0000

Joel Friedlander: On the Evolution of Stockholder Litigation

0:00 Intro.

1:37 Start of interview

2:19 Joel's "origin story". He grew up in Stamford, Connecticut ("it was a land of many corporate headquarters"). He went to Wharton undergrad and U. Penn Law School. Later, he clerked at the Court of Chancery in Delaware and worked at Skadden's Wilmington office in Delaware "[the office] had been built around the hostile takeover litigation in the 1980s." In 1995, he joined a new litigation boutique with Stephen Lamb (later Vice-Chancellor of the DE Court of Chancery). Andre Bouchard (later Chancellor of the DE Court of Chancery) joined in 1996.

5:35 The difference between plaintiff and corporate/defense firms, starting at law schools and law student recruitment.

7:04 On the historical evolution of stockholder litigation. Joel teaches a course on stockholder litigation at Penn Law School and Michigan Law School. On how the hostile deals in the 1980s changed the stockholder litigation landscape: "Many of the largest and most sophisticated law firms were suing each other, and that's where most of the law was created."

10:50 On the evolution of class action and derivative actions in stockholder litigation.

13:01 On the concept of Fraud on the Board. "Commission of fraud on the board is an omnipresent temptation for self-interested controllers, activist stockholders, officers, financial advisors, and their legal counsel. Fraud can be used to put a company in play, steer a sale process toward a favored bidder, suppress the sale price to a controller, or make a favored bid look more attractive."

15:56 "Not long ago, over 90% of deals over $100m were sued on, and in most of those cases the stockholders got nothing (prevalence of disclosure settlements)." He advocated for the elimination of disclosure settlements. "In about 2015, the litigation landscape changed."

23:40 On the evolution of Section 220 books and records stockholder demands.

26:37 How director oversight duties have evolved ("Caremark claims"). The impact of the Delaware Supreme Court case of Marchand (2019) focused on food safety.

30:12 How Boeing’s stockholders obtained approval from the Delaware Court of Chancery for a landmark US$237.5 million settlement of derivative claims targeting the company’s board for safety failures that led to catastrophic crashes of two 737 MAX jetliners in 2018 and 2019. *The company disclosed that the two crashes caused US$20 billion in non-litigation costs and more than US$2.5 billion in litigation costs.

35:16 On private venture-backed company deal-making and litigation, particularly in Silicon Valley. The Good Technology case, where director defendants and their affiliated VC funds settled for $17m and the financial advisor JP Morgan settled for $35 million for claims against arising out of challenge to dual-track sale/IPO process that resulted in sale of company to BlackBerry Limited.

40:24 "It's hard to find plaintiffs [in Silicon Valley], there are different obstacles and roadblocks to litigation."

42:38 "In [private venture-backed companies] sometimes you don't have directors who have experience in certain situations, like selling a public company (sophistication of M&A in public settings)."

43:48 "What is ubiquitous is financial advisor conflicts of interest, in Silicon Valley or in any other public company scenario." The example of the Good Technology case.

45:35 On conflicts of legal counsel in deal-making (criticism of law firm behavior). Example: $690 million damages award based on controller’s reliance on outside counsel’s legal opinion.

47:44 The 1-3 books that have greatly influenced his life (that he's re-read the most):

The Great Gatsby, by F. Scott Fitzgerald (1925)

The Trial, by Franz Kafka (1925)

Books by Professor Philip Reiff (sociologist from the U. of Pennsylvania), such as Fellow Teachers, the Triumph of the Therapeutic, Freud: the Mind of a Moralist.

49:08 - Who were your mentors, and what did you learn from them?

Philip Reiff, at U. of Pennsylvania.

Chancellor William T. Allen.

Stuart Shapiro (in litigation).

53:04 - Are there any quotes you think of often? In a NYT review of the autobiography of Sammy the Bull Gravano he read a quote that said "At some point you've got to ask yourself, are you going to continue being a punk, or are you going to become a racketeer?"

52:40- An unusual habit or an absurd thing that he loves: Twitter.

53:27 - The living person he most admires: Volodymyr Zelensky.

Joel Friedlander is a partner at Friedlander & Gorris. He has over 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/joel-friedlander-oMI7eMC5

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

Mon, 11 Apr 2022 13:21:21 +0000

Stilpon Nestor, Chairman of Nestor Advisors: The Outsider.

0:00 Intro.

1:42 Start of interview

2:26 Stilpon's "origin story". He grew up in Greece and studied law at the University of Thessaloniki. He later got an LLM at Harvard Law School. He practiced corporate law in Greece, but left the country permanently in the mid 1980s. He joined the OECD where he became the first Head of the Corporate Affairs Division. In that position, he lead the team which produced the OECD Principles of Corporate Governance (1999). "The corporate governance issues were very linked to the privatization issues at the time." He later left the OECD in Paris to London, where he started his own firm.

9:36 The origin of his firm Nestor Advisors in 2002. "The idea was to advise companies and their boards on corporate governance matters, since they needed the advice." "The focus initially was on emerging markets, then on OECD markets." Banking is the core sector that they address ("at least 2/3 of our clients are banks.") "Personally, my two areas of focus are the private family, and the banks."

14:15 On the acquisition of Nestor Advisors by Morrow Sodali in 2021. "The sale of Nestor Advisors was always part of my horizon for two reasons: 1) I wanted an exit, and 2) the firm needed to be a part of something bigger in order to go to the next level."

18:04 On the debate of the purpose of the corporation (the shareholder vs stakeholder debate). The BRT '19 restatement that reignited the debate in the U.S. (see Marty Lipton vs Bebchuk). "Milton Friedman said that the social responsibility of the corporation was to increase profits, and that is not a purpose (it's a responsibility)." "The first responsibility for a private economic institution like a corporation is indeed to be profitable (if it's not profitable over time, it goes down and it will not achieve any other purpose." "The process for a company outlining its purpose might be a useful thing, for its strategic focus and as a communications tool."

24:47 On ESG: "the European approach is different to the US. The latter has more of a market approach with pressure from institutional investors and other market actors, whereas the EU is treating this more as an issue of regulation. There is emerging set of rules that are quite tough, such as with the new directive on disclosure of sustainability, disclosure on how to get to net-zero for investors, EU taxonomy of sustainable activities, the obligation of companies to do due diligence on everything that has to do with sustainability.

29:33 On companies withdrawing from Russia due to the conflict in Ukraine. (see Jeffrey Sonnenfeld's list from Yale, over 400 companies have withdrawn at the time of this writing). Example of Raiffeisen Bank (largest foreign bank in Russia).

32:36 How in the current environment CEOs have to make more "geopolitical" decisions or deal with "stakeholder issues" that impact society. "They have become mini statesmen or stateswomen." "I am skeptical about whether these kind of decisions should be put on the shoulders of CEOs and boards, at what point will they loose their purpose?" "I have a fear that we are putting an enormous amount of power in the hands of CEOs and corporations because we expect them to become statesmen/stateswomen." "I am reading this in a pessimistic way, it's a weakening of public institutions in the U.S."

36:23 How the practice of corporate governance has changed in the last 20 years particularly given the current trends of CEO/boards "managing externalities." ("corporations are not anymore simple economic institutions") [Here is a good WSJ article on this subject].

39:10 On governance of private companies and the rise of private markets [in the U.K. and E.U.] The LSE's allowance of dual-class stock to attract new listings.

44:46 New board trends highlighted by Stilpon:

"After the financial crisis, and for the last 20 years, we have seen boards face more demands to become more intrusive. This has increased particularly in the financial sector." "European boards are loosing the strategy perspective, and I think the pendulum has swung too far. We will start seeing boards act with more reflection in times of radical uncertainty."

"The pandemic gave boards the opportunity to review their working methods, now we see more "monochromatic" meetings: small focused seminars/meetings on specific and strategic areas." "I call this the distributed board model." "You break up the agenda into reflection chunks."

"With all the technology changes, boards will be in a position to challenge the assumptions that AI or other data sources will provide."

49:12 Stilpon's favorite books :

Democracy in America, by Alexis de Tocqueville (1830s) "He did not shy away from finding the worst and the best, and how these two combine - it's amazingly current."

Markets and Hierarchies (1975) and The Economic Institutions of Capitalism (1985), by Oliver E. Williamson.

On the Road, by Jack Kerouac (1957).

51:00 - Who were your mentors, and what did you learn from them?

Robert Clark, at Harvard Law School.

Ira Millstein, from Weil Gotshal & Manges. "He taught me perseverance."

His mother, who was a Professor of Anthropology "she taught me all I know about focusing on the clarity of language."

53:04 - Are there any quotes you think of often, or live your life by?

From 8th century BC, a pre-Socratic saying: "Pan Metron" "You need measure"

From the Rolling Stones: "You can't always get what you want, but if you try sometimes you'll get what you need." "This has been a motto in my life."

53:47 - An unusual habit or an absurd thing that he loves: He washes the dishes and pans first thing in the morning.

54:19 - The living person he most admires: Bob Bylan. [Stilpon is a also a musician, and he's recorded 5 albums! Check it out]

Stilpon Nestor is the Executive Chairman of Morrow Sodali for EMEA. He is also the Executive Chairman and founder of Nestor Advisors, a company that Morrow Sodali acquired in early 2021.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/stilpon-nestor-iMSyS3Bg

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

Mon, 21 Mar 2022 13:30:00 +0000

Christa Steele: "SWIFT is so antiquated it needs to go"

Intro.

(1:35) - Start of interview.

(2:19) - Christa's "origin story". She grew up in Dixon, California. She later went to CSU Sacramento and got her MBA at USC. She started working as a bank teller in college and ended up as the President & CEO of Mechanics Bank in the Bay Area. They sold the bank in 2015 to a PE firm owned by a Texas billionaire. After that sale, she started joining boards of directors.

(3:53) - Her breakdown of banks: large, regional and community banks. At each level there is a significant difference in corporate governance.

(5:23) - Her experience joining boards post 2015. She's had 8 board experiences with companies of different sizes and stages of development: from startup, scale-ups, to public companies. She started exploring bitcoin and blockchain technology. She also joined the NACD (Northern CA chapter). The first board she joined was of FIG partners, an investment bank (where she also joined as a partner). They sold the firm to Janney Montgomery Scott in 2019. She then joined the boards of Brainchip Holdings (ASX), Recology, OFG Bancorp, Sasser Family Holdings, Tanimura & Antle and Balco Holdings, Inc (owner of Bay Alarm, Bay Alarm Medical and BALCO Properties).

(10:08) - The pros and cons of serving in boards of companies of different sizes and stages of development. Her transition from board member to CEO at Balco Holdings (starting on April 1, 2022). The intricacies of family-owned businesses.

(14:08) - What's Balco Holdings and why she's excited about her new CEO role.

(17:27) - How she thinks about security in CA, the impact of COVID-19 on how people behave, plus tech and cybersecurity trends.

(19:15) - How boards and companies should approach cybersecurity threats: "I think you need the cybersecurity expertise in the C-suite."

(22:43) - Her take on the evolution of ESG in the boardroom: "I've helped my boardrooms develop ESG dashboards." "It's going to be very interesting to see what happens in the next few months." "Boardrooms should look at the company's own CPI indexes and costs given the current environment." "A lot of people will have to take a stance of wait-and-see [on ESG] and not overthink it right now."

(28:06) - Her take on blockchain technology. Biden's Executive Order on Digital Assets. "SWIFT is so antiquated it needs to go (on how we send wires and ACH)." "It's too early to weigh-in on DAOs, it will continue to morph and evolve."

(35:30) - Christa's parting thoughts for directors in the current environment:

Directors should be asking about their own company version of their CPI index. Are they tracking what's happening internally?

Take measures in case we enter a recession. What's the inventory? Receivables?

Hybrid model (office-home). Where do we go from here?

(37:57) - Benefits of joining NACD. She's been affiliated with the NACD Northern California chapter since 2015 (she's currently the Vice-Chair of the chapter): "It has been wonderful for me." They have about 1,500 public company directors in their chapter. 50-60 speaking engagements on an annual basis. "Directors of 20 years ago vs. being a director today has dramatically shifted. It's all about staying current and educated." "I encourage directors to become NACD certified directors."

(39:23) - Christa's favorite books (applicable to her board work):

AI Superpowers: China, Silicon Valley, and the New World Order, by Kai-Fu Lee (2018)

Think Again, by Adam Grant (2021)

(40:25) - Who were your mentors, and what did you learn from them? In the board context: "the mentors from which I've gained the most wisdom, are the ones that have been there and done that." "I've learned the finesse of how questions are asked and answered." "I've understood the boundaries that exist between directors and operators." "The mentors and people I admire the most are the ones that lead with humility, they have been humbled."

(41:45) - Are there any quotes you think of often, or live your life by? "The curse of knowledge is that it closes our minds to what we don’t know." Adam Grant from Think Again. The flipside of that is "if knowledge is power, knowing what we don't know is wisdom."

(42:12) - An unusual habit or an absurd thing that she loves: "I wear Uggs slippers all year long."

(42:43) - The person she most admires ("relevant right now"): Margaret Thatcher, "I think that the Iron Lady's anti-communism stance right now is alive and well."

Christa Steele is the incoming CEO of BALCO Holdings, owner of Bay Alarm, Bay Alarm Medical, and BALCO Properties. She also serves as a public and private company board director.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/christa-steele-1pysw3H9

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

Mon, 14 Mar 2022 13:30:00 +0000

David Bell: Fenwick's 2021 Corporate Governance Survey

Intro.

(1:35) - Start of interview.

(2:22) - David's "origin story". He grew up as an "army brat" including living in Germany for about 10 years. He went to high school in West Point, NY. He stayed to go to college in Buffalo, where he also got his MBA. He left the Army and came to CA, where he ran IT for a company. He eventually went to law school first to Santa Clara, and then to UC Davis.

(4:17) - His experience joining Fenwick in 1997, "in the front-end of the dot-com boom getting started." "I learnt a lot in the bubble years, and it was a tremendous advantage to my career to have done that early on."

(5:32) - On the origin of Fenwick's Corporate Governance Surveys (published externally starting in 2007). "It was started to provide more than anecdotal advice to clients." The Mercury News published the SV150 List (a list of the largest Silicon Valley companies measured by revenue), and the idea was to compare and contrast that list with the S&P 100 (comprising 100 major blue chip companies across multiple industry groups.)

(11:41) - On boardroom diversity: The percentage of women directors is now almost identical for the SV150 (30.3%, up from 25.7% in 2020) and S&P 100 (30.2%, up from 28.7% in 2020). On the impact of institutional investors in this change, SB-826 and AB-979 in CA, and the Nasdaq's diversity rule. "Silicon Valley had been behind in gender diversity. Institutional investor attention was the largest driver of increasing gender diversity on boardrooms."

(16:15) - On dual-class share structures. The adoption of dual-class shares has emerged as a recent clear trend among Silicon Valley technology companies (from 2.9% in 2011 to 21.3% in 2021, as opposed to S&P 100 that where it decreased from 9% in 2011 to 8% in 2021). Per Prof. Jay Ritter data, 46.2% of all 2021 tech IPOs had dual class share structures.

(23:05) - On the prevalence (and complexities) of dual-class share structures in private companies.

(26:43) - On directors getting more than one vote ("disproportionate voting rights amongst directors"). Note DGCL 141(d).

(29:17) - The Peloton case and how dual-class shares may impact shareholder activism.

(31:46) - On sunset provisions for dual-class shares. "The Council of Institutional Investors' 7-year sunset provision is not convincing, 10-12 years is more convincing due to a variety of factors, including investments in R&D and traditional growth horizons."

(35:11) - On staggered (or classified) boards: Over the period from 2004 through 2021 proxy seasons, staggered boards have dropped from around 45% to just 3% in S&P100, while they have increased to 52.1% in SV150 companies. "This is a perfect example of why 'best practices' are not equivalent ("there is no one-size-fits-all") in large cap and smaller cap companies." "This reflects the reality that one of the principal reasons for classification, as a takeover defense, is less compelling for some larger companies due to the sheer size of the companies and relative dispersion of their stockholdings."

(39:54) - On majority voting. "The rate of implementation of some form of majority voting among S&P 100 companies has risen from 10% to 96% between the 2004 and 2021 proxy seasons. Among the technology and life sciences companies in the SV 150, the rate has risen from 0% as recently as the 2005 proxy season to 56.3% in the 2021 proxy season." "I don't see a lot of data that says that [majority voting] has much of an impact one way or another." "Zombie directors is a nice soundbite, but it's somewhat of an unfair pejorative."

(45:09) - On the "stay private vs. go public" debate. "The relative success of companies that have gone public with dual-class share structures has informed the market of what is more or less acceptable." "There are a variety of choices that can be used to go public." "There is a lot of psychic, morale and social value in going public: it's still part of the dream in Silicon Valley to go public." "Liquid currency is a good thing too, particularly for growth via acquisitions." "I do expect this year 2022 to be a lower year for IPOs... the volatility is very high. See VIX index."

(51:47) - David's favorite books:

The Discoverers, by Daniel J Boorstin (1983) (and other books by same author)

Wonderful Life, by Stephen Jay Gould (1989) (and other books by same author)

To Kill a Mockingbird, by Harper Lee (1960)

(52:25) - Who were your mentors, and what did you learn from them?

Colleagues he's worked with over the years at F&W, including Gordy Davidson, Mark Stevens and Richard Dickson.

Clients such as Tram Phi (GC at Docusign) Mike Dillon (longtime GC at Sun)

(54:08) - An unusual habit or an absurd thing that he loves: The English Premier League (fan of Tottenham Hotspur F.C.)

(56:00) - The living person he most admires? His parents, particularly his mother.

David A. Bell is partner at Fenwick and the co-chair of the firm's corporate governance practice.

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/david-bell-QZCGIX9F

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

Mon, 28 Feb 2022 14:30:00 +0000

Matt Blumberg: Startup Boards.

Intro.

(1:40) - Start of interview.

(2:00) - Matt's "origin story". He grew up in San Diego, CA. He's lived in and around New York City for the last 30 years. After college he worked as a consultant (Mercer Consulting) and VC (General Atlantic). In 1995 he joined the executive team of MovieFone, a small cap public company. He helped the company "figure out what the internet was all about." They sold the company to AOL in 1999 (for $388M in stock). Then he started a company called Return Path in 1999. It was a 20-year run where they scaled the company to about $100m in revenue and 500 employees worldwide. They sold the business in 2019 to Validity. In 2020, he founded a new company called Bolster, a marketplace for on-demand executive and board talent. Along the way he wrote a couple of books (Startup CEO in 2013, and Startup CXO in 2021), and he's sat on several boards (such as those of Oblong, Authentic Response, Moz and Feedburner), one major trade association (DMA), some community/academic (local Little League, and a couple of different Princeton fundraising boards). He has been "increasingly spending time on board matters as his career has gone on."

(5:50) - On the first edition of the book Startup Boards (2013), by Brad Feld and Mahendra Ramsinghani. Brad and Matt will publish the second edition of the book this June. It takes a fresh look at the topic, with more diverse voices. They added a section for aspiring board members (interested in becoming independent directors).

(8:51) - On why he started his new company Bolster, a marketplace for executive and board talent. "About a quarter of our business is focused on running board searches for private venture-backed and public companies (in their first year they did about 30-40 board searches)." They want to "help startup CEOs rethink the way they use and find senior talent."

(11:41) - On his focus on increasing the number and diversity of independent directors in venture-backed companies. Bolster's benchmarking study on independent directors in startup boards (based on a study of 250 private company boards):

Only 32% of private company boards have independent directors. Half of boards have open independent director seats they expect to fill in the next 12 months.

Compared with investor or management directors, independent director seats are 3 times as likely to be held by women. 86% of director seats overall are held by men, and 56% of early stage private company boards have no gender diversity at all.

Four out of five seats on private company boards are held by individuals who are White, and 43% of boards are completely homogenous with regard to the race/ethnicity of their directors.

CEOs are broadening their searches to diversify their boards. Two-thirds of CEOs are open to bringing on first-time directors, and 41% of independent directors have either some college or an under-graduate degree only (vs. a post-grad degree).

Board composition tends to over-index on investors and management directors. 59% of boards have more than one management or founder director and 59% of boards have 2 or more investor directors.

Men seem to have a slightly higher average earning potential (measured in basis points per year and grant value) compared to women directors at like companies.

(12:40) - "Our Mantra is the 'Rule of Ones' : you should be putting independent directors from day one, private company boards should only have one founder on the board, and for every one investor you should have one independent."

(13:59) - On Fred Wilson's Board Diversity Proposal. "Fred walks the walk on that one, as does Brad Feld and Greg Sands." (all 3 VCs are board observers on Bolster's board). "At the end of the day, they all have very meaningful voices in and outside the boardroom, but they have made room for us to bring very good and diverse candidates." [Bolster's board has 4 first-time independent directors.]

(18:50) - On the impact of record-breaking VC financings, SPACs, IPOs and M&A on startups. "It's put a lot more money and valuation into startups."

(19:52) - On his advice to CEOs on how to manage their boards: "The CEO should think of it as having two teams: one team is the executive team, the other is the board." "Start by making sure board composition is right". Scott Weiss: "boards eat whatever you put in front of them." Matt's rule: "No slides in board meetings, it's not a dog and pony show."

(23:41) - On virtual board meetings via Zoom or otherwise post-pandemic. "It used to be that boards would have four in-person meetings per year." "In the private company world, VCs are constrained by the number of boards they sit on, but with virtual board meetings their ability to sit on boards has gone up 40-50% [since they don't have to get on planes so much anymore]." Matt's best practice approach: "Once or twice a year the board should meet in-person, and the rest is OK to meet virtually."

(26:23) - On ESG in private companies. "This is an area where private companies are ahead." On growth of public benefit corporations (PBCs).

(30:03) - On diversity in startup boards. "There is a lot more awareness on the need and benefits for more diversity on boards." "It has to start with the commitment to add one or two independents."

(35:43) - On the difference between CEO coaches and mentors: "A coach is someone who helps you be the best version of you. A mentor is someone who has done your job before, knows how to do it cold, has probably done it at your stage and the stage beyond. He/she can help you teach the craft of the job." "Executives need both a coach and mentor, sometimes it's the same person."

(37:07) - What makes Bolster different for board searches? "It's faster and cheaper [because we have a curated and qualified marketplace.]"

(39:08) - On how the pandemic has changed the geographic distribution of talent. "People can live anywhere now." "NY has become a crypto talent pool." "I think there is a role for DAOs, but I don't think there will be a mass movement away from traditional corporate structures." "I think leadership matters, and companies would be hard pressed to make hard calls by vote [if you don't think that's true, look at Washington DC]."

(41:30) - Matt's favorite books:

The Fountainhead, by Ayn Rand (1943)

The Goal, by Eli Goldratt (1984) [in business books]

The Advantage, by Patrick Lencioni (2012) ["my CEO bible"]

(42:32) - Who were your mentors, and what did you learn from them?

His grandmother "I really learned resilience and grace from her."

His dad "I learned perseverance and the importance of having a strong moral compass."

(43:33) - Quotes that she thinks of often, or lives her life by: Theodore's Roosevelt "Man in the Arena" speech (1910): “It is not the critic who counts; not the man who points out how the strong man stumbles, or where the doer of deeds could have done them better. The credit belongs to the man who is actually in the arena, whose face is marred by dust and sweat and blood; who strives valiantly; who errs, who comes short again and again, because there is no effort without error and shortcoming; but who does actually strive to do the deeds; who knows great enthusiasms, the great devotions; who spends himself in a worthy cause; who at the best knows in the end the triumph of high achievement, and who at the worst, if he fails, at least fails while daring greatly, so that his place shall never be with those cold and timid souls who neither know victory nor defeat.” ("for me that's the entrepreneurs' quote").

(45:05) - An unusual habit or an absurd thing that he loves: Mexican food! "I also love reading American and Presidential history."

(46:21) - The living person he most admires? Oprah Winfrey is super interesting and inspiring. Jeff Bezos (innovation gene and perseverance). Jeremy Bloom, CEO of Integrate (the only athlete in history to ski in the Olympics and also be drafted into the NFL).

Matt Blumberg is the founder and CEO of Bolster, a marketplace for on-demand executive and board talent.

You can follow Matt at the following links:

matt@bolster.com

www.linkedin.com/in/blumbergmatt

www.startupceo.com (blog)

www.twitter.com/mattblumberg

www.bolster.com

You can follow Evan on social media at:

Twitter: @evanepstein

https://boardroom-governance.com/episodes/matt-blumberg-s3AkeY6k

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

Tue, 22 Feb 2022 14:32:13 +0000

Margaret O'Mara: "Silicon Valley is a Truly Distinctive American Story."

Intro.

(1:40) - Start of interview.

(2:17) - Margaret's "origin story". She grew up in Little Rock, Arkansas. She graduated from college (history major) the year that Bill Clinton ran for President. She took a job in the Bill/Gore '92 campaign. That led to her work in the Clinton White House. It shaped her understanding of how politics and power works. She later went to graduate school to study presidential politics. Her path to studying technology came from President Dwight Eisenhower (involving the domestic economic effects of the cold war). She later worked in VP Gore's office, but not on the technology policy side, rather in empowerment zones, community and regional economic development. "It's very strange to have lived through the history that you're writing about." "The politics of the 1990s is critically important in understanding how we get to the now of the business landscape, globally and in the tech sector in particular."

(8:54) - On why she decided to write her book “The Code: Silicon Valley and the Remaking of America.” "This is the book I wish existed in 1999 when I was in graduate school to explain [Silicon Valley], [it's an] explanatory handbook."

(12:53) - On the role of the government in supporting the development of Silicon Valley, the "military-industrial-complex", the collective vs the individual, reality v. myth. "[Silicon Valley] is a truly distinctive American story." "What the U.S. has done, particularly since the 1940s when the technology flywheel began, is to enlarge the government in a stealthy way." "The government helped to build the computer, hardware and software industries but giving space for entrepreneurs to be entrepreneurial." "The government threw a lot of money in Silicon Valley's direction, and then got out of the way." "Government contracts were a huge and critical piece of the book of business of technology companies [in the early days], that's the launchpad that threw them into the stratosphere."

(18:59) - On the origin story of the "Traitorous Eight", Fairchild Semiconductor, the birth of the semiconductor industry, "Defection Capital" (term coined by Tom Wolfe), Arthur Rock, and venture capital.

(28:01) - On Silicon Valley's rise vis-a-vis other regions such as Massachusetts, ("geography was destiny" as told by Anna Lee Saxenian, in her book Regional Advantage, highlighting the organizational/management contrasts between the two regions). "The Bay Area is full of transplants, from the U.S. and around the world." "Immigration policy is part of the secret of Silicon Valley." The roles of Lockheed Martin and HP in Silicon Valley ("HP did so much to set the tone of Silicon Valley's business culture, in a very deliberate contrast to places like Boston." "Management by walking around, or by wandering around" - rather than sitting around in an office.") "The idea of meritocracy in Silicon Valley comes from that era - it was the place where smart boys who didn't have family wealth or connections came, and they were able to build amazing careers, and in some cases significant fortunes." "Now that openness is not quite as easy."

(33:56) - Margaret's take on the use of dual-class share structures by Silicon Valley founders on an historical perspective. "The return of Steve Jobs to Apple [after being fired] cemented the founder narrative, the belief that the "brilliant guys" get displaced [by investors or others] result in companies loosing their innovation." "When hardware got displaced by software, engineering became the product and having extraordinary talent at the top became the priority and a market advantage." The political environment and abundant capital has also played a critical role in setting these terms.

(44:05) - Her article "The Secret of Building the Next Silicon Valley" (Wired, Jan 2022). "The next generation of high-tech places will come from investments in people, as well as in technology." "Silicon Valley is no longer merely a place in northern California, it is a global network, a business sensibility, a cultural shorthand, a political hack." "One commonality is that it is not about technology, it's about the people seizing opportunities [such as Fred Terman]." "It's also about an investment in higher education. In the case of UC Berkeley, Californian students were paying $50 per semester in the 60s to study elite level engineering (it was accessible and cheap). It was an escalator of upper mobility [although at the time it was mostly white men.]" "Steve Jobs went to a public school in Silicon Valley in the late 60s that had a computer lab [Steve Jobs' dad did not graduate high school]."

(49:00) - On the rise of U.S. regional hubs ("the geography of tech"), and the geopolitical tensions with China.

(55:37) - Margaret's favorite books:

In the Shadow of the Poorhouse, by Michael B. Katz (1986)

The Power Broker, by Robert Caro (1974)

(57:44) - Who were your mentors, and what did you learn from them?

Michael B. Katz (her graduate advisor).

Bosses in the Clinton Administration.

(59:22) - Quotes that she thinks of often, or lives her life by: "The days are long, the years are short."

(59:33) - An unusual habit or an absurd thing that she loves: watching TikToks with her daughters.

(1:00:36) - The living person she most admires? Her students at UW. Having their college careers upended by the pandemic is no treat. She admires their resiliency. She's bullish on GenZ.

Margaret O’Mara is the Howard & Frances Keller Endowed Professor of History at the University of Washington. She writes and teaches about the growth of the high-tech economy, the history of U.S. politics, and the connections between the two.

You can follow Margaret at the following links:

Twitter @margaretomara

LinkedIn https://www.linkedin.com/in/margaretomara/

Instagram @margaretomara

Website https://www.margaretomara.com

You can follow Evan on social media at:

Twitter @evanepstein

https://boardroom-governance.com/episodes/margaret-omara-gpTPdwRO

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

Mon, 14 Feb 2022 14:30:00 +0000

David Larcker and Brian Tayan: Seven Myths of ESG.

Intro.

(2:10) - Start of interview.

(2:57) - David's "origin story". He grew up in coal mining town in southern Illinois. He went to college at what is now known as the Missouri University of Science & Technology. He later worked as an engineer and got his PhD in accounting from the U. of Kansas. He was a Professor at Kellogg for about 7 years, at Wharton for about 20 years and he's been a Professor at Stanford's Graduate School of Business since 2005. On how he started working with Brian on corporate governance research through the Corporate Governance Research Initiative.

(4:23) - Brian's origin story. He grew up in Menlo Park, went to Princeton for his undergrad, and Stanford for his MBA. Prior to Stanford, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. On how he got matched with David Larcker to launch the corporate governance research initiative.

(7:16) - On collaborating with Stanford law school on corporate governance research through the Rock Center for corporate governance.

(9:30) - On their book "Corporate Governance Matters." First published in 2011, second edition in 2015 and third edition in 2020.

(13:44) - About the origin and structure of the Corporate Governance Research Initiative, which includes a long list of (free) research findings and materials, including their Closer Look Series, Quick Guides & Research Spotlights, Core Concepts, Surveys, Journal Articles, Working Papers, Case Studies and a Glossary of Terms.

(17:00) - On their latest article "The Seven Myths of ESG"

(18:01) - Myth #1: We agree on the purpose of ESG.

(22:52) - Myth #2: ESG is value increasing. ["The evidence is extremely mixed." "We do not know the financial impact of ESG."]

(26:46) - Myth #3: We can't tell whether a claimed ESG activity is actually ESG. [the extreme version is "greenwashing."]

(30:16) - Myth #4: A company’s ESG agenda is well-defined and board-driven.

(34:49) - Myth #5: G (Governance) belongs in ESG.

(38:09) - Myth #6: ESG ratings accurately measure ESG quality.

(43:52) - Myth #7: Mandatory disclosure will solve the problem.

(48:25) - On tying executive compensation with ESG metrics. "There is not as much as you would think (and it's mostly tied to the annual bonus)."

(53:13) - Brian's favorite books:

The Bible.

U.S. history, from the founding to the late 1800s.

(53:56) - David's favorite books:

The Bible.

Biographies of rock starts and the Grateful Dead.

(54:24) - Who were your mentors, and what did you learn from them? For Brian: David Larcker. For David: his father. Also Nick Donatiello.

(55:40) - Quotes that you think of often, or live your life by. For Brian: "My dad has always taught me to keep my head on straight and I just kinda go that way." For David: "No matter how smart you think you are, there is going to be someone smarter that will come around" (stay humble).

(55:41) - What is an unusual habit or an absurd thing that you love? for David, motorcycles. He rides his Harley.

(57:56) - The living person you most admire? Brian: Charlie Munger. David: Elon Musk ("pretty interesting character"), plus Brian!

David Larcker is James Irvin Miller Professor of Accounting at the Graduate School of Business of Stanford University; Director of the Corporate Governance Research Program; Senior Faculty, Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting, examining the choice of performance measures and compensation contracts in organizations. His current research projects address the valuation implications of corporate governance, the impact of proxy advisory firms on shareholder proxy voting, and modeling the cost of executive stock options.

Brian Tayan is a member of the Corporate Governance Research Program at the Stanford Graduate School of Business. He has written broadly on the subject of corporate governance, including boards of directors, succession planning, executive compensation, financial accounting, and shareholder relations. Previously, he worked as a financial analyst at Stanford University's Office of the CEO and as an investment associate at UBS Private Wealth Management. He has actively managed a private investment partnership since 2006, specializing in long-term, conservative growth through equity investments. Tayan received his MBA from the Stanford Graduate School of Business and his BA from Princeton University.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

You can follow Evan on social media at:

Twitter @evanepstein

https://boardroom-governance.com/episodes/david-larcker-and-brian-tayan-ZbBVuGPt

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

Mon, 7 Feb 2022 14:30:00 +0000

Daniel Green: "2021 was an Absolutely Buoyant Year for Latin American Venture-Backed Startups."

Intro.

(1:40) - Start of interview.

(2:34) - Dan's "origin story". He grew up in southern California, did his undergrad at Stanford where he studied international relations. This prompted his quest to do something "cross-border." He did an exchange program in his junior year to Santiago, Chile, where he met his now wife and that planted a seed to do something related to Latin America. After law school he went to London where he practiced with Allen & Overy for 4.5 years. In 2004 he came back to Silicon Valley to practice as a corporate associate at WSGR, where he spent 6 years. At that time, there was not much cross-border work with Latin America, although there were partners focused on China, Israel and India, so the international blueprint was there to start building bridges between Silicon Valley and Latin America. Since then, he has developed his practice (passing through Goodwin Procter and Greenberg Traurig) and now at Gunderson Dettmer where about 80% of his practice is focused on Latin America.

(5:53) - Dan's description of Gunderson's Latin America practice: "Fundamentally, we're transactional lawyers that do international cross-border work." Their focus is on venture-backed technology-driven, high growth companies.

(10:21) - Why he advises his clients to incorporate in the Cayman Islands. "When we advise clients on a choice of a holding company, it comes down to a mix of investor preferences, tax considerations and administrative aspects." For Latin American companies, there are now three preferred choices: Delaware C-corp, a Cayman Islands company or a UK company. Kaszek Ventures was an early advocate for using a Cayman holding company. "I think we're going to see those 3 structures prevail in the market." Three prominent examples with Cayman holding structures: Nubank (the Brazilian neobank that recently IPOed in the US), Cornershop (a Chilean grocery delivery company that was acquired by Uber) and Kavak (a Mexican used-car online marketplace).

(17:26) - On the geopolitical tensions between the US and China, and its implications for the startup ecosystem in Latin America. On the rising investments from China in Latin America and the increasing role and scope of the Committee of Foreign Investment in the US (CFIUS) impacting transactions in the US.

(20:39) - On the increasing antitrust pressure from local regulators in Latin America. The example of Cornershop in Mexico and Chile.

(23:19) - Dan's overview of entrepreneurship in Latin America. "Brazil is by far the most important market, followed by quite a distant second place from Mexico. Those two markets by themselves dominate the region in terms of capital deployed, number of deals, exits activity, etc." 2021 was a record year for venture activity in the region [$15bn in venture investments]. What's driving this growth? A combination of factors, per Dan: "The pandemic accelerated many changes, all of it boosted by widespread broadband adoption, digitally native people, younger generations, generational shifts in family businesses with decision-makers in their 40s or 30s and a vast under-banked and under-served population." There is also a virtuous cycle with big investors such as Softbank investing in the region ($8bn in two funds focused in Latin America) and other late-stage investors that have increased the cadence and velocity of investments such as Tiger Global. On the corporate governance implications of these investments.

(30:22) - On the changing landscape of venture funding in Latin America: "There is a much richer ecosystem of investors in Latin America, with stronger local investors." The rounds are getting bigger and investments are done at a faster pace. "But the markets will always be cyclical." His take on dual-class shares and other governance structures. "There will be down-rounds or re-caps if we go on down cycles, and these questions may play out in the next decade. We are still in an incipient stage of corporate governance in the region."

(39:13) - On SPACs, and how they can impact exit strategies for Latin American companies. "I'm somewhat cautionary and skeptical of this structure, generally." "It doesn't really save that much time, nor much cost." [See Prof. Klausner's latest research on SPACs.]

(44:20) - On the role of directors, and diversity on boards. What's the status in Latin America? "It's slowly percolating down in Latin America." "Some of the investors are pushing some ESG standards in their investments, but not so much on gender diversity."

(48:28) - On the positive impact in the increase of equity compensation and stock options in Latin American startups ("from top to bottom"). This is a sort of "democracy within the cap table." This is a trend that is starting to become more prevalent in the region.

(52:15) - Dan favorite books:

Outliers, by Malcolm Gladwell (2008)

Historical novels and intrigue, such as Red Notice by Bill Browder (2015)

(53:27) - Who were your mentors, and what did you learn from them?

Steve Bochner (WSGR)

(54:36) - Quotes that he thinks of often, or lives his life by:

"You have brains in your head. You have feet in your shoes. You can steer yourself any direction you choose." Dr. Seuss.

(55:41) - An unusual habit that he loves: He likes to collect scorecards from golf courses, he's been doing it since childhood.

(57:56) - The living person he most admires: Barack Obama.

Dan Green is a Partner and Co-Chair of the Latin America Practice for Gunderson Dettmer, a prominent international law firm headquartered in Silicon Valley.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

You can follow Evan on social media at:

Twitter @evanepstein

https://boardroom-governance.com/episodes/daniel-green-eeeRSPD7

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

Mon, 31 Jan 2022 14:42:27 +0000

Jackie Cook: On the "Investor Stewardship Movement"

Intro.

(1:19) - Start of interview.

(2:03) - Jackie's "origin story". She grew up in South Africa where she studied psychology and later got her bachelor’s degree in economics and management from Oxford, where she studied as a Rhodes Scholar. Her focus on corporate governance research started in 1998 after taking a research fellowship position at the Center for Business Research at Cambridge University under Professor Simon Deakin, that included a series of reviews of the UK company law.

(5:10) - How she continued her corporate governance research from Cambridge to Seattle, where she joined the Corporate Library in 2001.

(6:29) - On why she started Fund Votes in 2007, that focused on a new disclosure that had been required by the SEC in 2003 for the first time, on mutual-fund and exchange-traded fund proxy voting data. Her personal interest veered towards the environmental and social issues, where she did some early work with AFLCME and AFL-CIO (labor groups focused on compensation and pay disparity), Ceres (focused on sustainability) and other advocacy groups like IEHN, CPA, and others. She focused on shareholder resolution campaigns using the mutual fund and ETF voting data to evaluate how asset managers were thinking about these longer term ESG matters.

(8:35) - On Fund Votes acquisition by Morningstar in 2018. "For a long time Fund Votes was more of a lifestyle company for me, but around 2012 when say-on-pay got mandated by Dodd Frank, the data became more relevant and I invested more time and resources to build the company."

(10:13) -Her current focus at Morningstar as Director, Stewardship, Product Strategy & Development, producing some thought leadership with proxy voting data. She worked a lot with Jon Hale, head of sustainability research for the Americas at Morningstar, to integrate the systems and IP that Fund Votes brought into the platform.

(12:33) - Her latest article on how Say-on-Pay has failed to rein in CEO compensation, and how it could be used to bind climate targets to executive pay. Say-on-pay is an "untapped source of strategic influence for investors". Two positives from say-on-pay: it created more engagement between companies and investors (shining a light on pay practices), and created "new real estate" in the proxy ballot "and that's valuable."

(22:17) - On the rising prominence of ESG in corporate governance. "The big shift has been to realize that the 'E' and the 'S' factors present systemic risks. On climate change, it was the ‘unburnable carbon’ report published by Carbon Tracker (2007) that first put the issue in the mainstream for investors. The Paris Climate Agreement (2015) solidified these systemic risk matters."

(26:05) - On the increasing influence and concentration of voting power in a few large asset managers.

(29:56) - On the Exxon Mobil Proxy Contest with Engine No.1. and other strategic voting campaigns. "On the Exxon vote, the key was the support of the pension funds. Asset owners move the dial ('they are the real opinion leaders on corporate governance proxy voting'). The asset managers take their cue from asset owners."

(31:49) - On the role of insiders and dual-class shares in proxy voting, and "hidden control preventing resolutions from passing". From her article: the 2021 Proxy Voting in 7 Charts. Examples include Larry Ellison (Oracle), Mark Zuckerberg (Meta), Warren Buffett (Berkshire Hathaway), Walmart, Alphabet, Tyson Foods, etc.

(36:46) - On the rise of the Investor Stewardship Movement. "How stewardship codes, ordinary investors, investor advocacy organizations and collaborative investor initiatives have become a much more powerful force in the market."

(40:43) - On the role of directors, ESG board committees, board composition and diversity.

(44:12) - What are the issues to look out for the next Proxy Season in 2022:

There will be a lot of pre-season engagements and perhaps a record proportion of withdrawals. Directors will be busy!

Corporate Lobbying will be under the spotlight.

Climate Target setting (de-carbonation pathways).

Racial equity audits and diversity generally.

Pay.

(46:46) - Her favorite books:

To Kill A Mockingbird by Harper Lee (1960)

The Beauty Myth by Naomi Wolf (1990)

Finding Meaning in the Second Half of Life by James Hollis (2005)

(47:39) - Her (informal) mentors:

Rommel Roberts, peace activist from South Africa.

Manton Hirst, professor at Rhodes University.

(48:47) - Quotes that she thinks of often, or lives her life by:

"Wat jou nie doodmaak nie, maak jou sterker" (what doesn't kill you makes you stronger, in Afrikaans)

"Perfect is the enemy of the good" (perfection is a self-indulgence)

(49:52) - An unusual habit that she loves: reading Afrikaans police thrillers (particularly by Deon Meyer).

(51:25) - The living person she most admires: Kumi Naidoo (a South African human rights and environmental activist).

Jackie Cook is Director, Stewardship, Product Strategy & Development in Sustainalytics’ Stewardship services team at Morningstar. Follow Jackie on Twitter: @FundVotes

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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

Mon, 13 Dec 2021 14:43:54 +0000

Aaron Wright: On The Rise of DAOs and Blockchain Governance.

Intro.

(2:22) - Start of interview.

(3:04) - Aaron's "origin story". He grew up in New Jersey. After law school he founded a tech company focused on user generated content that got bought by Wikia (the for-profit sister company of Wikipedia). He later practiced law at a few law firms before joining the faculty at Cardozo Law School in 2014. He got interested in Bitcoin early on, and collaborated on the launch of Ethereum. He co-authored a book called The Rule of Code, Blockchain and the Law (2018). He's been constantly playing around with the technology itself and he co-founded OpenLaw, which makes it easy to create legal agreements that work with Ethereum. Most recently he's been spending a lot of time pulling together a bunch of DAOs.

(5:13) - How blockchain can disrupt corporate governance. The history of DAOs (6:35). Dan Larimer's Decentralized Autonomous Companies (DACs) article (2013). The concept of DAOs picked up with the Ethereum blockchain. Beyond just corporations, to organizations generally. A lot of people think about blockchain as a system to transfer value in a fast way (~12 mins for Bitcoin and ~12 secs for Ethereum). But beyond this transfer of value, blockchain can also be understood as a system to coordinate disparate people with a set of smart contracts. This allows a new way to structure organizations.

(12:13) - The story of The DAO (2016). "It was pretty revolutionary in terms of its objective." After the project got hacked, it led to "quite a dramatic (governance-related) decision to fork the Ethereum network." For a number of years, people had "PTSDAO", they were afraid of other hacks. "But about 2-2.5 years ago that started to change, PTSDAO began to wear off and developers began to look at this problem again." New DAO platforms and tooling emerged, the most notable example of them was Moloch DAO (it provided grants to Ethereum projects). More innovation followed, and DAOs were capable of not only giving grants but also making investments. "There has been a sort of explosion of DAOs." To put some numbers to it, "In Feb 2019 there was ~$10m in these DAO like structures with ~2,000 users, today depending on the numbers you look at, it's north of $10bn with several hundreds of thousands of users."

(20:30) - His article "The Rise of DAOs: Opportunities and Challenges" (Stanford Journal of Blockchain, Law & Policy, 2021). Questions on legal frameworks for DAOs: partnerships, LLCs, new state DAO LLC laws: Vermont and Wyoming. Unincorporated Non-Profit Associations (UNAs). Wrapped and unwrapped DAOs. How to think about interests in DAOs (securities or something different like member-managed partnerships). Separating economic and governance rights. Are tradable governance rights securities? Grey zone.

(29:58) - His take on The LAO (the DAO that he co-founded focused on venture investments). "This was an effort to reboot the original The DAO concept but in a compliant US law format." It's structured as a Delaware LLC, with changes in its operating agreement that waived fiduciary duties and conflicts of interests. Core decision-making was delegated to a smart contract (code). They pooled capital (in Ether), members were only permitted to purchase up to 9% of the LAO (most purchased between 1-2%). There are about 75 members, scattered around the world, chatting via discord, all decisions are made via blockchain-based voting. "It's created a hive-mind." "Instead of having a few people in charge like in a VC fund, you have a collective group." "The decision-making has been pretty great." "The members of the DAO have been able to move faster than traditional VC funds, generating a higher rate of return (still early so TBD) and better at predicting the future of the market, such as with NFTs." "A network of capital deployers"

(37:21) - On DAOs' decision making (7 day voting period), rough consensus (no quorum requirement) and internal mechanisms. Faster and better decision-making (time will tell if the latter is true). Each member is provided with "ragequit" rights (automatic redemption rights). "[I]t usually happens at the beginning, when they join a DAO and they either don't have the time to participate and they feel they should, or they decide they didn't like the opportunity as much."

(41:20) - On FlamingoDAO and Non-Fungible Tokens (NFTs). Inside TheLAO many members wanted to back NFT projects. A question emerged internally to either invest in the projects or buy the art. They decided to do both. In Oct 2020 Flamingo DAO was born. Now they have 9 different DAOs ("about $200m in ETH has been contributed to these DAOs", over 200 people):

The LAO (VC investments, it can invest in equity or tokens, could lead a round, draft a term sheet, nominate a board member who could be any member of the DAO - it hasn't done so yet). How people can become members (accredited investors).

Flamingo DAO (NFT projects and art). "It started with a contribution of about 6,000 ETH ($6M at the time) and now if new members want to join they are valuing Flamingo DAO's interests at over $1 billion." (in just a year of existence!)

Neptune DAO (DeFi)

Neon DAO (Metaverse). "It was opened up last week, it took 40mins to close. It's a $20 million vehicle." ("that process for a VC fund or hedge fund would take 3-6 months.").

Red DAO (digital fashion)

ReadyPlayer DAO (gaming)

Museo (NFT-native museum, art collection)

Two more in development.

(52:33) - On Sequoia's move to a permanent fund, "[I]t mirrors the structure of our DAO network." The LAO operates like a DAO of DAOs (like Sequoia's permanent fund).

(53:59) - His fascination with DAOs: "a lot of it is corporate governance theory at its core." "Blockchain technology is providing a laboratory to play around and geek out on corporate governance." "Maybe [in a digital world] it's better: 1) to have rough consensus voting instead of quorum voting, 2) to have a broader base of decision makers for investing instead of a few people [like in a traditional VC fund], 3) to have more flexible redemption rights instead of lock-up windows or capital calls, 4) to have people provide more capital upfront, 5) to delegate voting rights to other members (different ways to provide proxy voting).

(56:49) - His favorite books:

Infotopia by Cass Sunstein (2006)

Road to Serfdom by F.A. Hayek (1944)

Fans, Bloggers and Gamers. Exploring Participatory Culture. by Henry Jenkins (2006)

The Wealth of Networks by Yochai Benkler (2006)

Code and Other Laws of Cyberspace by Lawrence Lessig (2000)

(58:02) - His mentors:

Jimmy Wales (founder of Wikipedia).

Gil Penchina (former CEO of Wikia).

When he was a lawyer in private practice he learned a lot from the litigators and corporate attorneys he worked with.

David Roon (co-founder at OpenLaw, soon to be re-named Tribute Labs)

Brett Frischman (mentored him at Cardozo Law School)

(1:00:05) - An unusual or absurd habit that he loves: loves walking.

(1:00:30) - The living person he most admires: his mother.

Aaron Wright is an Associate Clinical Professor of Law at Cardozo Law School; Co-Founder at OpenLaw, The LAO, FlamingoDAO.

You can find him on Twitter @awrigh01

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https://boardroom-governance.com/episodes/aaron-wright-txnCqIBN

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Mon, 8 Nov 2021 14:14:22 +0000

Jeff Thomas: "Private Companies Have Never Had More Options and Better Access to Capital and Liquidity."

Intro.

(1:22) - Start of interview.

(1:51) - Jeff's "origin story". He grew up in Dayton, Ohio. He went to Carnegie Mellon University for undergrad "to study engineering and play football." He graduated with electrical and computer engineering degrees, and took off to Silicon Valley. He first worked in the semiconductor industry with Altera. He later got into financial services, first with Gehrson Lehrman Group, then with SecondMarket (early player in the secondary markets for private shares, later acquired by Nasdaq) and Owler (crowdsourcing data on private companies). He joined Nasdaq in 2014 to help launch the Nasdaq Private Market. In 2016 he got promoted to run the listings team for Nasdaq in the west coast.

(4:39) - Jeff's take on Nasdaq's role and vision: "In the last 5-6 years our approach has been to create a lifecycle approach to supporting our corporate clients: 1) Nasdaq Entrepreneurial Center (early stage), 2) Nasdaq Private Market (as companies scale and need to provide liquidity to their shareholders), 3) Listings Business (for companies going public), 4) Once companies are public, we offer a number of products and services to empower their IR, corporate governance and ESG disclosure practices." Beyond this work with corporate clients, Nasdaq also operates exchanges in the US and EU, it has an investment intelligence business (indexes, sell market data) and it's a technology provider to capital markets (including market surveillance technology, AML/KYC solutions, and others).

(7:38) - Jeff's take on growth of IPOs during the pandemic (~250 operating companies have gone public in Nasdaq this year) and SPACs (there have been 495 IPOs in 2021 raising ~$138bn). "As a private company you've never had more options and better access to capital and liquidity." Private companies can raise: 1) Late stage venture capital rounds ("there seems to be $100m rounds everyday"), 2) IPOs, 3) SPACs and 4) Direct listings.

(10:13) - His take on the impact of government actions on the economy (and how they impact markets). The acceleration of digital transformation during COVID-19.

(12:39) - His take on the Nasdaq Private Market (facilitated ~$36 billion in transaction volume for ~500+ private companies) and why they decided to spin-off NPM as s stand-alone company, receiving investments from a group of banks including Citigroup, Goldman Sachs, Morgan Stanley, and SVB Financial Group.

(16:05) - The "stay private or go public" decision per Jeff: "It all boils down to the company's goals and objectives in different phases of its lifecycle." Companies go public for a variety of reasons, but some of the primary ones are: 1) to raise capital, 2) to provide liquidity, 3) brand enhancement (prestige) of being a public company, and 4) to leverage its equity as an acquisition currency.

(18:53) - His take on regulatory pressures on private markets (particularly from the SEC, as explained by Commissioner Lee's speech on "Going Dark" and problematic aspects of private markets).

(23:24) - On the rise of retail investing and "meme stocks". Zero commissions took down the cost of trading, it made trading more accessible to people. The advent and impact of social media (from social message boards to Reddit). The dissemination of information has changed the nature of trading. The SEC report on equity and options market structure conditions (October 2021).

(26:08) - On growth of ESG. "It all starts with the generational shift that is going on, from Baby Boomers to Millennials." "The new generation thinks beyond the bottom line." "People and investors are focusing on non-financial metrics for public companies (more and better disclosures)."

(29:52) - History and nature of Nasdaq's Boardroom Diversity Rule (approved by the SEC on August 6, 2021). Standard disclosure matrix and minimum diversity standards (gender and minorities) with long phaseout periods. "We received 200+ comment letters to the rule, 80% was positive. From the 20% that was negative comments, 10% said that we shouldn't implement the rule, and the other 10% said we didn't go far enough."

(34:10) - His take on crypto and blockchain technology. "We were thrilled to welcome Coinbase to Nasdaq via their direct listing." "It's really an interesting and dynamic time for the crypto markets." "It's still early innings in terms of the regulatory framework (from SEC and CFTC)."

(36:16) - His favorite books:

How to Win Friends and Influence People by Dale Carnegie (1936)

Genius Makers by Cade Metz (2021)

(37:05) - His mentor Bruce Aust (retired Vice Chairman of Nasdaq)

(38:29) - On Nasdaq's approach to technology in the boardroom: their board portal Nasdaq Boardvantage, critical for security. The Nasdaq Center for Board Excellence "offers the latest governance insights and actionable intelligence for board members and executives (board evaluations and questionnaires". The topic of ESG is very relevant for boards, and they have an advisory team that consults with boards on ESG, Nasdaq OneReport (to simplify the process of ESG data capture, engagement, oversight, and disclosure).

(40:05) - An unusual or absurd habit that he loves: From the book Extreme Ownership (Jocko Willing and Leif Babin): "The first thing I do in the morning is to make my bed." This way everyday you start by accomplishing something.

Jeff Thomas is a Senior Vice President of Nasdaq’s Corporate Services business unit. Based in San Francisco, Jeff oversees Nasdaq’s new Listings and Capital Markets businesses. He also oversees business development and relationship management for Nasdaq’s listed companies and Investor Relations Solutions' clients in the Western United States. Previously, he served as President of Liquidity Solutions at Nasdaq Private Market, where he worked closely with private companies to help them provide shareholder liquidity prior to an IPO.

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https://boardroom-governance.com/episodes/jeff-thomas-BAJXBEVY

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

Thu, 28 Oct 2021 13:00:00 +0000

Manny Alvarez: On Regulatory Challenges in Fintech, Crypto and Boardroom Diversity

Intro.

(1:18) - Start of interview.

(1:51) - Manny's "origin story". He grew up in Oxnard, CA. He went to Cornell University for undergrad and "that's probably the first time he realized that the rest of the world did not look like Oxnard." His foray into film studies, including at Université de la Sorbonne Nouvelle, also known as Paris III.

(8:05) - His decision to go to law school.

(9:34) - His start with Sonnenschein Nath & Rosenthal's (now Denton's) SF litigation practice. Later, his experience at the California Department of Justice (Consumer Law Section). His time with the Consumer Financial Protection Bureau (he was an enforcement attorney between 2011-2014). That was his first experience "building something."

(14:38) - His time with Affirm (31st employee and first attorney). He was there between 2014 and 2019.

(15:19) - His decision to leave Affirm to be appointed as the new Commissioner of the California Department of Business Oversight (now Department of Financial Protection and Innovation). The Department oversees the operations of state-licensed financial institutions, including banks, credit unions, money transmitters, issuers of payment instruments and travelers checks, and premium finance companies.

(20:30) - His take on "fintech": "A lot of people use this term [fintech] as a noun, but I think of it more as an adjective that describes an ethos that embraces the democratization of financial services." Fintech also encompasses ubiquity ("meeting the customers where they are"), the increased computing decision-making power (larger data-sets), and interoperability.

(26:49) - His take on the rise of Buy Now, Pay Later (BNPL). "In the early days of Affirm that term did not even exist, what was used was point of sale."

(32:07) - His take on the rise of crypto through a regulatory lens. "Think about functional regulation." e.g. Store of value ≠ money transmission ≠ smart contract features, etc. "It's important to articulate what function you're worried about, define the activity and figure out who has the authority to regulate that specific activity."

(37:27) - His take on how some in the private sector have proposed new regulatory frameworks, e.g. Coinbase's "Digital Asset Policy Proposal" or Andreessen Horowitz's "How to Win the Future" housed in their new web3 policy hub: "I think the self-regulatory approach and proposals put forward by private actors is smart and practical." "If for no other reason it forces a conversation between the company and the regulator." "It ought to be adopted by more companies in newly emerging spaces." "It shows a modicum of good faith [and transparency] by companies."

(41:39) - On the creation and purpose of UC Hastings Center for Business Law Roundtable on Financial Policy & Regulation.

(43:18) - On Board Diversity (California's SB-826, AB-979), Nasdaq Boardroom Diversity Rule.

(46:14) - His three favorite books:

One Hundred Years of Solitude by Gabriel Garcia Marquez (1967)

The Sound and the Fury by William Faulkner (1929)

The Invisible Man by Ralph Ellison (1959)

(46:47) - His mentors:

His mom, who taught him grit.

Gary Hernandez, former partner at SNR Denton (formerly Sonnenschein)

Paula Boggs, musician and former GC at Starbucks.

(49:08) - Quote that he thinks of often, or lives his life by: "I love mankind... it's people I can't stand." (Linus Van Pelt of Peanuts)

(49:45) - An unusual or absurd habit that he loves: he wakes up at absurd hours but he relishes those early morning hours.

Manny Alvarez is a financial services executive and former regulator committed to increasing access to financial literacy and technology, protecting consumers from harmful practices, and engaging under-served communities.

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https://boardroom-governance.com/episodes/manuel-alvarez-FiJK8pCS

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

Mon, 18 Oct 2021 13:30:00 +0000

Kendrick Nguyen: "There is No Question in my Mind that Retail Capital is Coming to the Private Markets."

Intro.

(1:11) - Start of interview.

(3:04) - Kendrick's "origin story". He was born in Vietnam and grew up in the Bay Area. After law school he worked at Goodwin Procter for a couple of years before taking a position in-house for a large fund-of-funds (Permal Group) in NYC. He then worked at the Stanford Rock Center with Joe Grunfdest. After Stanford, he joined AngelList as the GC, and launched Republic in 2016.

(4:37) - On the origin and mission statement of Republic. In 2016, Reg CF allowed equity crowdfunding from unaccredited investors for the first time. The vision is that "there will be a seismic shift of consumers wanting to be investors." "We call this the ownership economy." "This will become the dominant driving force in changing VC and PE, and broadly speaking, the financial markets in the coming years."

(7:58) - The evolution of equity crowdfunding in the last 5 years. "It took the SEC 5 years to increase the cap from $1 million to $5 million in Reg CF, and $75 million in Reg A, effective since March 2021. "The first 5 years was slow, but now Republic has deployed $700 million in capital and much of it (over $600 million) came in the last 18 months."

(10:13) - International crowdfunding. The UK allowed equity crowdfunding before the US, it has been a very successful model, the cap is $15 million and there are tax advantages to invest via crowdfunding. "About 20% of all early fundraising in UK tech startups comes from equity crowdfunding."

(11:30) - Equity crowdfunding in the U.S. in 2020.

(12:28) - Republic's different platforms. "Republic is as much a legal tech company as it is a just a tech company."

(14:43) - His take on the evolution and growth of private markets: "There is no question in my mind that retail capital is coming to the private markets." "There will be many changes, mimicking changes in society." "This will give rise to a new multi-trillion market that will probably eclipse the size of VC and PE if you're just looking at tech."

(18:17) - How "retail capital" will impact corporate governance (where institutional investors has reigned in both public and private markets). "Private companies will soon have a lot more stakeholders, including thousands investors from the customer base."

(21:57) - How will venture capital change with the rise of retail capital. "The very top VCs (those with real value add) will remain important players, but the next cohort of VCs will need to be nimble to adjust to 1) the new forces of retail capital; and 2) other sources of capital that will enter the space." "The flow of capital will be more robust (from retail capital and high net worth capital) and it will challenge the VC market."

(26:11) - How will VC-backed companies (or retail-backed companies) change the composition of their board or their corporate governance? "One of the advantages of raising $5 million in crowdfunding from tens of thousands of investors is that it is very founder-friendly, it does not come with a board seat." "It's still very early in the evolution of retail capital to work out these details." "Retail investors (tens of thousands of customers that may only invest $10 or $20 each in the company) may care more about the social narrative, liability or image of the company than their return on investment."

(29:00) - Crowdfunding stories from Gumroad (raised $5 million from thousands of investors in 12 hours), Backstage Capital (raised $5m in exchange for 10% of the management fees and carried interest in the VC firm), Bucket List (raised ~$3m from ~30,000 investors), Robot Cache (a gaming company that raised ~$30m in a Reg A fundraising over 2 weeks) in the Republic platform.

(31:21) - Some corporate governance implications of having retail investors in the cap table in private companies.

(38:13) - How crypto has impacted the fundraising scene. Republic itself has raised ~$70 million since its founding, ~$50 million in equity and about $20 million in a token offering. Since 2018, Republicy Crypto has been on the forefront of the U.S. regulated securities fundraising in the blockchain space.

(44:44) - On the governance of Blockchains, could it disrupt corporate governance itself and thoughts on Decentralized Autonomous Organizations ("DAOs"). "[One issue] is that organizations [in my subjective experience] tend to have a group of people that have superior knowledge, dedication and drive [so the idea] of consensus decision-making is challenging. It sounds good in theory but in practice is it compatible with building a complicated organization?" "Institutional investors are still not 100% on board with crypto."

(53:05) - A recent book that he recommends: The 15 Commitments of Conscious Leadership (2015), by Jim Dethmer and Diana Chapman.

(53:25) - His mentors:

Joe Grundfest, Stanford Law School.

Naval Ravikant, Co-Founder of AngelList.

(54:15) - Quote that he thinks of often, or lives his life by: "Happiness is success."

(55:35) - An unusual or absurd habit that he loves: Sleeping in sofas, even when there is a comfortable bed!

(56:17) - The living person he most admires: there isn't one person (other than his parents). There is something to learn from everyone.

Kendrick Nguyen is the Founder and CEO of Republic, a private investing platform launched in 2016 for investors seeking high growth potential across startups, gaming, real estate, and crypto.

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https://boardroom-governance.com/episodes/kendrick-nguyen-elW3ojT6

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Mon, 27 Sep 2021 13:30:00 +0000

Abe Friedman: "Investors Don't Care As Much About The Messenger As They Do About The Message."

Intro.

(1:30) - Start of interview.

(2:12) - Abe's "origin story". He grew up in L.A and moved up to the Bay Area where he attended Berkeley for college and law school. After law school he went to Seattle and worked in-house for US West Communications (now Qwest Corporation). Back in northern California he joined another telecom before joining the founding team at Glass Lewis in 2003 ("the market was ripe for disruption").

(5:37) - His time as the Global Head of Corporate Governance at Barclays Global Investors (2005-2009).

(7:38) - His time as the Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock (2009-2011). "The focus and attention to corporate governance was ramping up at that time and BlackRock was an incredible spot to be in a moment of so much change in the space."

(9:39) - On why he decided to start Camberview Partners in 2012. "Most of the people thought I was crazy. It was a big decision to take that leap." "Maybe the hardest decision that I've had to make professionally but probably the best decision in terms of what it has created in the market."

(11:45) - He started the firm because he believed that they were at a moment in the evolution of governance where companies would have to care a lot more about the institutions and people voting their shares. Two drivers: Say-on-Pay (after Dodd-Frank) and the rise of Shareholder Activism. Companies were not doing much engagement with voting teams at the big institutional investors. They needed better advice.

(19:38) - On the rise of institutional investors and their growing influence in corporate governance.

(24:28) - On the rise of stakeholder capitalism and ESG. "I think it's definitely here to stay."

(26:53) - The current state of play in shareholder activism.

(31:20) - Two issues to consider in the current market:

"It's very common for public companies to underestimate the extent to which investors don't care so much about the messenger as they do about the message. They care about the substance."

"The need for companies to change how they manage their IR strategy has never been stronger." "Most companies are still operating in an old and outdated IR model [still tailored mostly to fundamental investors, when it should address a much broader set of constituencies]."

(36:53) - On board diversity and social changes. "This has impacted the investor dialogue, including human capital management."

(41:42) - On the rise of private markets and startup governance issues. How PJT Partners has allowed them to expand their governance footprint beyond only voting (in public companies). Now they tap all investor issues (their team has about ~70 people now).

(47:28) - The books that have greatly influenced his life:

Crossing to Safety (1987), by Wallace Stegner.

The Return of Martin Guerre (1983), by Natalie Zemon Davis.

(48:48) - His mentors: his scout master (Marty Burger), his grandmother, and his former his boss at BGI (Naozer Dadachanji, who became a board member and investor in Camberview Partners).

(51:42) - Quote that he thinks of often, or lives his life by: "The ultimate measure of a man is not where he stands in moments of comfort and convenience, but where he stands at times of challenge and controversy." (Martin Luther King).

(52:54) - An unusual or absurd habit that he loves: family tradition of watching "the price is right" (while they're home sick).

(53:35) - His time as Mayor of the City of Piedmont.

(55:06) - The living person he most admires: his wife.

Abe M. Friedman is a Partner and Head of PJT Camberview, based in San Francisco. Mr. Friedman joined PJT Partners through the acquisition of CamberView Partners in 2018. Mr. Friedman founded CamberView in 2012 and served as its Chief Executive Officer through 2018. Before founding CamberView, Mr. Friedman was Managing Director and Global Head of Corporate Governance and Responsible Investment at BlackRock. Prior to that role, he served in leadership positions, including Global Head of Corporate Governance, at Barclays Global Investors from 2005 until the company merged with BlackRock in 2009. In 2003, Mr. Friedman helped found Glass, Lewis & Co. and served as Chief Policy Officer and General Counsel.

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https://boardroom-governance.com/episodes/abe-friedman-g7IRlfPc

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Mon, 13 Sep 2021 13:22:59 +0000

Priya Cherian Huskins: On SPACs, D&O Insurance and Federal Forum Charter Provisions.

Intro.

(1:24) - Start of interview.

(1:54) - Priya's "origin story". She was born in India and grew up in Louisville, Kentucky. She went to Harvard college and studied law at Chicago Law School. After graduation she clerked for Judge Frank Magill (U.S. Court of Appeals for the Eighth Circuit, in North Dakota). She later joined WSGR as a corporate securities attorney during the dot com boom in Silicon Valley. In 2003, she joined Woodruff Sawyer to specialize in D&O insurance.

(5:42) - On why she joined Woodruff Sawyer in 2003.

(8:44) - On her experience joining the board of directors of public companies such as Realty Income Corporation, NMI Holdings, and Anzu Special Acquisition Corp I (a SPAC).

(11:26) - Priya's take on the evolution of the D&O insurance market since she started working in this industry in 2003. Current costs for IPOs, and SPACs ("the cost has gone up 4-5x in the last year or two").

(16:58) - Her response to the increasing cost of D&O insurance (particularly for public offerings).

(19:51) - On D&O insurance for private companies: "There is a cohort of carriers that will underwrite D&O insurance for smaller private companies almost on a fully automated basis, but firms come to see us when they reach ~$100 million in revenues (or typically at or after series C and D VC financings)." "Private companies do need D&O insurance, particularly if they want to attract good directors. It's important to highlight that private companies are also subject to the fraud provisions of the federal securities laws." [Note: last week, the Department of Justice announced the arrest of Manish Lachwani, co-founder and former CEO of HeadSpin Inc., a Silicon Valley-based private technology company, on charges of securities fraud and wire fraud perpetrated to raise money from investors. The SEC separately charged Lachwani with defrauding investors.] Litigation risks arise both from public enforcement (such as from the DOJ and SEC) and private enforcement (such as from shareholder litigation).

(24:11) - Her take when a wealthy individual, not D&O insurance, indemnifies directors (a la Elon Musk). "It happens more in private companies than in public companies."

(27:44) - Her take on the evolving litigation risks with SPACs (from regulators and plaintiff attorneys). "The SEC has been abundantly clear that they expect directors and officers of SPACs to do a lot of diligence." She highlights the SEC enforcement action in Ability Inc (2019). The number of securities class actions in SPACs is also on the rise. "There have been around ~110 De-SPAC transactions, and about 17% of them have been sued ["that seems high until you note that about 27% of the IPO cohort of 2018 has been sued."] There is also new litigation such as the complaint against Bill Ackman's SPAC alleging violations against the Investment Company Act of 1940 and the Investment Adviser Act of 1940, to which a group of over 60 law firms have responded ("[these complaints] are highly opportunistic, there is no question in my mind that they are hoping for a quick settlement to setup a cottage industry, and I sincerely hope that doesn't happen.")

(35:40) - Her story on the Sciabacucchi case, Federal Forum Charter provisions and what's the latest on this front ("very few IPO claims were filed in state courts in 2021: only foreign filers or some that didn't get the memo to include federal forum charter provisions"). "This is the most important thing that [I've ever done] for corporate America."

(44:07) - The books that have greatly influenced her life:

Born to Run (2009), by Christopher McDougall.

The Obstacle is the Way (2014), by Ryan Holiday.

(47:34) - Her mentors: she would like to particularly mention her partner at Woodruff Sawyer: Denise Amantea.

(49:13) - Quote that she thinks of often, or lives her life by:

"If you're not humble, life will visit humbleness upon you" (Mike Tyson).

"Pride goes before the fall" (favorite of her mom)

(50:15) - An unusual or absurd habit that she loves: watching Alaskan sled dog racing!

(51:11) - The living person she most admires: her parents.

Priya Cherian Huskins is a partner and board member at Woodruff Sawyer, a commercial insurance brokerage. She is a leading expert on D&O insurance. In addition to serving as a board member at Woodruff Sawyer, Priya serves on the board of directors of Realty Income Corporation, NMI Holdings, and Anzu Special Acquisition Corp I.

She can be reached via email at Priya@woodruffsawyer.com.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

You can follow Evan on social media at:

Twitter @evanepstein

https://boardroom-governance.com/episodes/priya-cherian-huskins-_CyMF_Z5

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

Tue, 7 Sep 2021 13:22:48 +0000

Maureen Farrell: "The Cult of We", WeWork, and Startup Governance Shortcomings.

Intro.

(1:25) - Start of interview.

(2:14) - Maureen's "origin story".

(3:00) - Why she focused on WeWork as the subject of her book "The Cult of We" with her WSJ colleague Eliot Brown. She took over the IPO beat at the WSJ in 2016, "when there were almost no IPOs." Tech companies were staying private for longer with a ton of capital flowing into the private markets. That's when she started following high flying unicorns such as Uber, Airbnb, Lyft and WeWork. "But I always heard things that were a little crazier about WeWork, a little more confusing, a lot of crazy stories about Adam Neumann, so it was always high in my radar, and then in 2019 came the IPO that wasn't."

(4:39) - Discussion around the concept of "growth at all costs." "It's the driver of this story."

(7:23) - Discussion around the concept of "the cult of the founder." How Adam Neumann was able to cash out around ~$500 million throughout the financing rounds (pre-exit), in addition to getting another ~$500 million in loans from banks. Her original article from July of 2019 uncovering "how Adam Neumann cashed out at least ~$700 million in sales and loans (from JPM, Credit Suisse and UBS)."

(13:21) - The unusual co-founder arrangement between Adam Neumann (getting 83%) and Miguel McKelvey via WeHoldings LLC.

(14:59) - Discussion around the ethos of Silicon Valley, culture mantra, corporate purpose, mission statements such as WeWork's "to elevate the world's consciousness", sustainability and ESG, and how WeWork co-opted many of these concepts.

(19:33) - Discussion around the failure of gatekeepers and how mutual funds (such as T Rowe Price and Fidelity) and other sophisticated investors had FOMO and "aped" into WeWork at record high valuations.

(23:52) - Discussion around Masoyoshi Son, Softbank's Vision Fund and how Masa invested and influenced the outcome of Adam Neumann and WeWork.

(23:33) - How she and her co-author came up with a shorthand to think about Adam Neumann: a magician.

(26:28) - Discussion around the board of directors of WeWork.

(30:28) - Discussion around dual-class share structures and founder control. How WeWork's IPO decision was a way to clean up the company's corporate governance.

(36:49) - WeWork's failed IPO, the fall of Adam Neumann (walking away with ~$2 billion...). Litigation outcome and Adam's current status.

(43:31) - The books that have greatly influenced her life:

The Bridge of San Luis Rey (1927), by Thornton Wilder.

Say Nothing (2018), by Patrick Radden Keefe.

Bad Blood (2018), by John Carreyrou.

(47:46) - Her mentors: "In terms of journalism, it's important to have mentors but you also need to forge bonds with peers who can also become lifelong mentors."

(49:15) - An unusual or absurd habit that she loves: watching bad TV with her daughters! (Hey Dude, Nickelodeon).

(49:57) - The living person she most admires: (politics aside) Jimmy Carter.

(52:14) - The WeWork movie (Jared Leto and Anne Hathaway will play Adam Neumann and Rebecca Neumann)

Maureen Farrell is one of the co-authors of the bestselling book "The Cult of We: WeWork, Adam Neumann and the Great Startup Delusion", the definitive inside story of WeWork and Adam Neumann. Maureen is a reporter that covers capital markets and IPOs at The Wall Street Journal, where she has worked since 2013. She previously worked at CNN, Forbes, Debtwire, and Mergermarket.

She can be reached via email at Maureen.Farrell@wsj.com. Follow her on Twitter: @Maureenmfarrell.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

You can follow Evan on social media at:

Twitter @evanepstein

https://boardroom-governance.com/episodes/maureen-farrell-55HEf8YS

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

Mon, 23 Aug 2021 13:30:00 +0000

Robin Ferracone: "The U.S. Lags Other Regions In Terms of Using Stakeholder Measures in Executive Compensation"

Intro.

(1:08) - Start of interview.

(1:42) - Robin's "origin story": she grew up in Indiana, "sought warmer weather" so she headed to Duke for college. She later got an MBA at Harvard and started her consulting career at Booz Allen in SF. Five years later she started her own firm, SCA Consulting, focusing on executive compensation and strategy, based out of L.A. She sold that firm to Mercer in 2001, stayed on with the firm until 2007 when she left to start her current firm Farient Advisors.

(5:50) - "In the SCA days, executive compensation was commissioned by management, very rarely by boards of directors."

(7:20) - Her take on the evolution of executive compensation since the '80s.

(10:28) - Her description of her firm Farient Advisors.

(12:07) - Her discussion of her firm's research study: "2021 and Beyond: Global Trends in Stakeholder Incentives" authored jointly with the Global Governance and Executive Compensation Group (GECN Group).

(15:16) - Her experience on how to link stakeholder goals in executive compensation, particularly in connection to climate change, social matters and DEI.

(24:37) - Her take on "moon shot equity grants" ("I am not in favor of them") and founder top-up grants.

(28:43) - Her take on SPACs.

(32:40) - Her take on the Exxon Mobil proxy fight with Engine No.1. "It's a watershed moment for corporate boards."

(36:37) - Her take on human capital "it's time has come." "It's much more about people than it's ever been before." There are four areas of disclosure: 1) number of employees, 2) diversity, 3) profile of the workforce, and 4) retention of workforce.

(39:34) - The book that has greatly influenced his life:

Fair Pay, Fair Play: Aligning Executive Performance and Pay (2010), her own book! "It consumed my life for a year and a half."

Aesop Fables. Collection of fables credited to Aesop, a slave and storyteller believed to have lived in ancient Greece.

(42:03) - Her mentors: "I have a view that you can literally learn for anybody."

(44:29) - Her favorite quotes: "my favorite sayings have to do luck." Her father-in-law: "Luck is where you look for it."

(45:04) - An unusual or absurd habit that she loves: fro-yo!

(45:29) - The living person she most admires: Misty Copeland.

Robin Ferracone is the Founder and CEO of Farient Advisors. She is the author of the book “Fair Pay, Fair Play: Aligning Executive Performance and Pay” and is a frequent presenter for well-known organizations including Council of Institutional Investors, Society for Corporate Secretaries and Governance Professionals, the National Association of Corporate Directors (NACD), and The Conference Board, among others. Robin has written extensively on the topics of performance management, incentive plan design, goal setting, and corporate governance.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

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Twitter @evanepstein

https://boardroom-governance.com/episodes/robin-ferracone-Mw6o_i4F

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

Thu, 5 Aug 2021 13:58:00 +0000

Christopher Young: "After the Exxon Proxy Fight, Directors Realize That They May Be Taken Out By Sub 1% Shareholders."

Intro.

(1:40) - Start of interview.

(2:08) - Chris's "origin story": he grew up in East Greenwich, Rhode Island, but has spent most of his adult life in NY or outside of DC. He started out as a derivatives trader right out of college. Then he went to law school. After law school, he joined White & Case and later Sullivan & Cromwell to focus on M&A transactions. In the late 1990s (during the "dot com" era), he joined Bear Sterns as an investment banker in the tech group.

(7:40) - On his move to join ISS in a newly created role as director of M&A research, in the midst of the HP-Compaq merger. "I think I was hired originally as a CYA sort of process." "But I happened to arrive at the onset of what I think was the beginning of the modern age of hedge fund activism in 2004 (Bill Ackman had just formed Pershing Square, Nelson Peltz started Trian, Jeff Smith with Starboard Value, etc.). It was perfect timing and fortuitous."

(10:54) - On how ISS makes its voting recommendations on contested M&A and activist campaigns, and how the first thing he did at ISS was to create a framework to deal with contested M&A situations and proxy fights for board seats. The framework is still being used today by the ISS Special Situations Team. Institutional investors needed this guidance.

(15:53) - On how he grew the ISS Special Situations Team over time, with people experienced on public companies. Very different team than those of say-on-pay proposals or other more junior analysts. "The way I thought about it was the moment I pressed the button of recommendation, if I had all my retirement money on that one specific stock, how would I vote after I had the inside look."

(20:34) - On the importance of the ISS vote: "Depending on the make-up of the share register, between 20-30% of the share register is going to be at least influenced by the ISS vote, in particular if Glass Lewis has the same recommendation."

(21:52) - On his transition from ISS to Credit Suisse ("after 7 proxy seasons at ISS"). He joined CS to start a dedicated contested situations team on the corporate advisory side: "Today almost every bank has a dedicated team but back then it was only Goldman Sachs." "Banks do not represent activists, the market has dictated that. If you cross that Rubicon, the competition will use that against you. I personally think that is shortsighted, it may change over time. Just like banks did not represent hostile bidders in M&A, until they did."

(27:19) - On his current role at Jefferies. "It's a growing platform seeking to capture market share for public company M&A." We have a team of 5 people dedicated solely on hostile M&A, contested "friendly" M&A transactions and activism defense.

(30:00) - His take on the current proxy season, including Engine No.1's successful proxy fight with Exxon Mobil: "I've seen a lot of events that were deemed landmark, and Exxon could indeed be deemed a landmark situation. I know Charlie Penner (from his time at Jana Partners) and I knew that Engine No.1 wouldn't wage a proxy fight based on [Jana's 3Vs template], where one of those Vs is having the necessary votes...In addition, Exxon Mobil had been considered a pariah at least since the mid-2000s, due to its refusal to engage with major investors and proxy advisors. These factors plus a period of under-performance by Exxon meant that Engine No.1 picked the right target [and they ran a very good campaign]."

(34:33) - But for Chris, the hard part for Engine No.1 is what's next: now that they have 3 board members at Exxon Mobil, will they deliver on their promises? Chris is reminded of the case when he supported Nelson Peltz at Heinz (at the time a landmark proxy fight on a board election contest). Jeff Smith gave an interview about the Engine No.1 proxy fight and he brought up the Darden case, the first time an activist had succeeded in replacing an entire board of a Fortune 500 company (and they performed fairly well thereafter). "Let's see what we will be saying three years from now about the Exxon proxy fight, will Exxon change and if they do, will the results be good and driven by Engine No.1?"

(37:00) - On the rise of global M&A and PE. "There hasn't been a ton of messy M&A, but we are starting to see more." On companies going private: "it's an inventory problem, more and more companies are leaving the public markets." In the UK, there is a national angst over the raiding of their companies (it's easy to take-over companies in the UK).

(39:59) - On public vs private markets. "The private market is growing much faster than the public markets." On dual-class stock. On the different cultures in Silicon Valley and Wall St: "it depends on your story, if there is a story of value creation and people believe in the management and the board, they may sacrifice their own rights [to get a piece of the action]. The problems will arise as the company matures and under-performs with those structures [such as with dual class shares], but then you can always get rid of them later." The question he asks of his capital market colleagues: "Do people love this company? Is it oversubscribed? To what level? To some degree you don't have to give public investors anything. Money talks." Just like with shareholder activism: "It's where people have lost money, or money has been 'dead money' is when they start to get anxious and agitated about the people running the company." "Share price performance is the best defense, it's the first thing that I have in the book for boards of directors." "But almost every company at some point, even the great companies, will have something hit them and that's when they are vulnerable. If they can fix it quickly then they're out, but if it sits there for 2-3 years [in the case of Exxon it was multiple years], then they become vulnerable."

(45:56) - On the positive and negative sides the SPAC trend: "The real reckoning will only be known in 2023 when a huge number of these SPACs will have to deliver on their acquisitions." "The future of this market will depend upon will there be more success stories than failures and how they will be covered in the media and other outlets. The jury is still out."

(49:41) - On the sustainability and ESG trend: "I don't know if it will maintain its current level of importance." "[It reminds me] of the overcrowded trade from back in my day as a derivative trader in the dot com mania peak. With ESG it seems like the same thing: the buzz over the last few years has created a tremendous flow into ESG focused funds. But there is a difference between saying that ESG creates outperformance or if it mitigates risk (the latter almost everyone agrees)." "What's interesting to me is that there are already three hedge funds that are focused on ESG strategies: Engine No.1, Impactive Capital (founded by Lauren Taylor Wolfe) and Inclusive Capital Partners (Jeff Ubben)." "There are also more companies supporting shareholder proposals (instead of opposing them)." "After the Exxon proxy fight, directors realize that they may be taken out by sub 1% shareholders."

(57:48) - The book that has greatly influenced his life:

For Whom the Bell Tolls (1940), by Ernest Hemingway. "It mostly taught me about the economy of language, and the power of simple, stark, declarative sentences in the active voice."

(58:56) - His mentor: his father.

(59:52) - His favorite quotes: a mish mash of 'carpe diem', 'we're not promised tomorrow', 'live in the moment', don't stress over the past or obsess over the future', [they are all kinda the same thing] "but I try to wake up every day and live that way, not only in the difficult times."

(1:00:41) - An unusual or absurd habit that he loves: he's still a die-hard metal head. In college he had radio show and his moniker was "Dr Metal"!

(1:01:37): The living person he most admires: "To me it's the group of people that sacrifice for a greater good, whether it's the military, first responders, and particularly (most recently) essential workers, healthcare workers and others that let others live their lives (often under duress). To me that's inspiring."

Christopher Young is the Global Head of Contested Situations at Jefferies, an investment banking firm headquartered in New York, with offices in over 30 cities around the world. Chris is an expert advisor to public company directors and senior management teams with respect to contested situations, including hostile M&A bids and responses, contested "friendly" M&A transactions and shareholder activism, including proxy contests for Board seats.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

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Twitter @evanepstein

https://boardroom-governance.com/episodes/christopher-young-0iOfDcIx

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

Mon, 19 Jul 2021 12:57:01 +0000

Jared Ellias: "The Elevation of the Board is an Important Trend in the Bankruptcy Process"

Intro.

(1:39) - Start of interview.

(2:15) - About UC Hastings and the Center for Business Law [that we are building together!]

(5:10) - Jared's "origin story": he grew up in Michigan, attended the U. of Michigan (BA political science) and Columbia Law School (JD). A book on the bankruptcy of Marvel Comics led him to bankruptcy law and practice. After graduation he joined Brown Rudnick in NYC (’07-’11). He later joined academia as a Teaching Fellow and Lecturer in Law in Corporate Governance & Practice at Stanford Law School ('11-'14). He joined the UC Hastings Faculty in 2014.

(9:38) - Start of discussion about his latest article The Rise of Bankruptcy Directors: "Traditionally bankruptcy is about a court process, not a board process." But his research shows that the boardroom increased its prominence in bankruptcy starting in about 2012-2013, where many distressed companies, especially those controlled by private equity sponsors, prepared for bankruptcy by appointing independent directors (which they call "bankruptcy directors") to their boards of directors with the power to make key bankruptcy decisions.

(13:03) - On the new cohort of "bankruptcy directors" and the parallels with venture capital and Silicon Valley [Their dataset consists of the boards of directors of 528 firms and the 2,895 individuals who collectively hold 3,038 directorships at firms in bankruptcies from 2004-2019]: "The change is that a practice that was once relatively uncommon has become ubiquitous and a central and standard part of the process of preparing for a Chapter 11 bankruptcy filing, leading to the growth of an industry of professional bankruptcy directors who fill this new demand for bankruptcy experts on the board of distressed firms."

(15:08) - On the question of fiduciary duty of loyalty and conflicts of interests of bankruptcy directors (particularly regarding the private equity controlling owners) and the emergence of "super-repeater directors".

(16:38) - The example of the Nine-West bankruptcy.

(21:34) - Whether bankruptcy judges will incorporate some standards such as those used (for example) by the Delaware Chancery Court on the independence of directors, board conflicts and the decision-making process of the board.

(23:02) - On his finding that unsecured creditors recovered 21% less when a bankruptcy director is appointed. On the lucrative new bankruptcy director role.

(26:04) - On his proposal that the court regard bankruptcy directors as independent only if creditors support their appointment.

(29:03) - "The elevation of the board is an important (new) trend in the bankruptcy process." "The Board is going to play a more central part in bankruptcies."

(31:52) - On the current growth of the economy and deal-making despite pandemic, and projected bankruptcies. "It's caught all of us by surprise." "It just shows you that Washington can change the rules on Wall Street on they want to." On the Hertz bankruptcy.

(34:49) - His thoughts on the next trends in bankruptcies: "I think we are going to continue to see the democratization of the bankruptcy process." "Bankruptcy is less of a black box today and retail investors are becoming bigger players (the participation of normal people in Chapter 11 is a trend that we are going to see continue."

(36:46) - On bankruptcy forum shopping. "This issue goes back to the 1990s, and we will continue to see a concentration of bankruptcy cases in the hands of a few judges."

(38:53) - On his advocacy to increase the number of bankruptcy judges (in response to Covid-19).

(40:17) - The books that have greatly influenced his life:

Comic Wars (2002), by Dan Raviv.

The Strategy of Conflict (1981), by Thomas Shelling.

The Selfish Gene (1990), by Richard Dawkins.

Germs, Guns and Steel (1997), by Jared Diamond.

(41:30) - His mentors:

J.David Singer, Professor at U. of Michigan.

Jeffrey Fagan, Professor at Columbia Law School.

Edward Morrison, Professor at Columbia Law School.

Robert Stark, Brown Rudnick.

Michael Klausner, Professor at Stanford Law School.

George Triantis, Professor at Stanford Law School.

Kenneth Ayotte, Professor at Berkeley Law School.

(43:23) - His favorite quote: Benjamin Disraeli on William Gladstone: "He had only one idea, and it was wrong.”

Jared A. Ellias is a Professor of Law, the Bion M. Gregory Chair in Business Law and the Faculty Director of the Center for Business Law at the University of California, Hastings College of the Law in San Francisco. In 2020, he was honored by the American Bankruptcy Institute as one of the "40 Under 40 Leaders in Insolvency Practice."

Contact: Faculty Profile • SSRN • LinkedIn •Twitter

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

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https://boardroom-governance.com/episodes/jared-ellias-VGoUVaVd

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

Tue, 6 Jul 2021 13:49:47 +0000

Donna Anderson, Head of Corporate Governance at T. Rowe Price: "This Has Been A Very Surprising Proxy Season"

Intro.

(1:30) - Start of interview.

(2:14) - Donna's "origin story": She grew up moving a lot since her dad was a Navy pilot. She attended Trinity University (started at 16). After college she worked as a newspaper reporter at a small daily in Washington State and then worked in the PR office for the State Department in Brussels. She later got an MBA at the University of Texas at Austin with the objective of becoming an investment analyst. After graduation she joined Dyer, Robertson & Lamme (’96-’98) in Houston as an equities analyst. She then joined Invesco (’98- ‘07) as director of equity research, including responsibility for voting the proxies. She joined T. Rowe Price (’07- Present) with a specialty in corporate governance.

(6:34) - Her description of T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.59 Trillion of AUM. "This firm is virtually all active management (95%)." It's pure play asset management, deeply rooted in fundamental investment research. Corporate governance became more relevant around the time of the financial crisis (2007), so a decision was made to create a corporate governance specialty group.

(10:42) - How does T. Rowe Price think about its corporate governance function? "I think that our corporate governance approach is complementary to the passive investors." "We have a set of guidelines but nobody gets wedded to that, we approach each situation case-by-case." "This year brought so many exceptions, such as compensation during the pandemic." They look at every single vote. The proxy team is comprised of 3 people. They have a separate responsible investment team that covers ESG matters.

(17:21) - On ESG and its impact on corporate governance: T. Rowe Price had 1,002 engagements with companies in 2020: 53% dealt with ESG matters. The job of the ESG folks is still centered around getting the information they need (disclosure of relevant data is still an issue with ESG). "We have a very disproportionately large footprint in small and mid cap companies, plus private companies, and they need a lot of coaching on ESG, DEI or corporate governance matters."

(20:11) - On corporate governance of private companies (pre-IPO). We are early in the life-cycle of these companies so we can show them what are the corporate governance trade-offs (particularly from the shareholder side).

(24:14) - Her take on dual-class share structures (enlightened by her role in the private investments valuation committee at T. Rowe Price). They plan to be long term investors, so they make sure that the companies that they have invested in understand the trade-offs involved in decisions such as having dual-class shares (for example, exclusions from S&P500 index if dual class shares don't expire). "It's reasonable to start with a classified board and graduate to an annually elected board later." On dual-class shares: "over time we have concluded based on years of experience that [the dual-class share structure] is not aligned with our interests... but...we are perfectly comfortable with a time-based sunset provision of 7 to 10 years." "This is a market where dual-class stock is accepted, so we think that a road-map idea and compromises like time-based sunset provisions are the right pragmatic solutions" "I think a lot of investors view that sunset provisions are the perfect compromise in this market, where there are not many alternatives."

(29:39) - Her take on the current proxy season: "This was a very surprising year but I would not put [the Exxon proxy fight] on that bucket. Anyone that was surprised by that outcome was not playing close enough attention." "We don't see [the Exxon case] as a watershed event where investors will push E & S directors into boardrooms." "I think the conditions were very Exxon specific and that same fund with those same directors brought at any other company would have had a different outcome."

(30:46) - On compensation issues in this proxy season. "We've been really surprised at how investors had their pitchforks out over companies that made comp changes in the heat of the moment in Q2 last year."

(31:32) - On how some large shareholders flipped their views in favor of E&S shareholder proposals. "Those results were surprising to me and to a lot of companies."

(32:31) - On the shareholder proposal process: "I think that shareholders have yet to reckon with the fact that the shareholder proposal process in this market has been taken over by non-shareholders [such as advocacy groups including E&S activist groups 'harnessing the power of shareholders' to foster social change]" "I think it's really questionable whether some of these activists actually want [companies such as] Amazon, Exxon, Chevron or Kroger to exist in 10 years." It's questionable whether these groups are aligned with shareholders interests.

(34:04) - On companies arm twisting to bullying on vote outcomes this proxy season: "The Sunday night late calls that we've gotten, the votes put on hold for some time, this kind of thing is not allowed in other markets but it is allowed here. I thought this year they were particularly aggressive. I hope it's not a trend but I've been pretty alarmed by the lengths that the companies went through to engineer an outcome that is not real."

(36:35) - On board diversity: "This is an area where the pace of progress is pretty surprising, and what it took to get there was shareholders coalescing around board diversity." T. Rowe Price wrote a letter to support the Nasdaq board diversity proposal. "Our take on board diversity is that [there must be a target], whether you want to call it a quota or not. If it's only aspirational guess what, the progress is very, very slow."

(36:35) - On the Business Roundtable "purpose of the corporation" restatement (2019). "I don't put a lot of stock in it." See "The Illusory Promise of Stakeholder Capitalism" Bebchuk & Tallarita (2020). Also, if you talk to IR professionals, it's clear that shareholders are still a priority for companies.

(43:58) - The books that have greatly influenced her life:

Wuthering Heights (1847), by Emily Brontë.

Seven Choices (2003), by Elizabeth Harper Neeld.

Caste (2020), by Isabel Wilkerson.

(45:47) - Her mentors:

The editor at the newspaper where she worked post college that taught her how to write, in a week.

Brian Rogers (former Chairman and CIO at T. Rowe Price).

(47:21) - Her favorite quotes:

"You can get so much farther with a kind word and a gun than with a kind word alone" by Al Capone.

"A man who carries a cat by the tail learns something he can learn no other way" by Mark Twain.

(48:08) - Her "unusual habit": searching weird rocks!

(59:04) - The living person she most admires: "women crushing it in a male dominated field" (ie Angela Merkel, Oprah, etc.) but she's fascinated by Mellody Hobson, co-CEO and President of Ariel Investments.

Donna Anderson, the Head of Corporate Governance at T. Rowe Price (NASDAQ:TROW), a global investment management firm with ~$1.5 Trillion of AUM. Donna leads the policy-formation process for proxy voting, chairs the firm’s Proxy Committee and leads the firm’s engagement efforts with portfolio companies. She serves as a specialist for incorporating ESG considerations into the firm’s investment-research process. She is also a member of the firm’s Valuation Committee and the Women’s Roundtable Advisory Council.

If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media.

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https://boardroom-governance.com/episodes/donna-anderson-K6nL6zmY

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

Mon, 28 Jun 2021 13:55:44 +0000

Lawrence Cunningham: Quality Shareholders, Governance and Warren Buffett.

Intro.

(1:32) - Start of interview.

(2:10) - Larry's "origin story." He grew up in Wilmington, Delaware ("which explains why I have corporate governance in my blood.") He attended Girard College in Philadelphia, then went to the University of Delaware (BA Economics) and Cardozo School of Law (JD). After graduation he worked as an associate at Cravath for 6 years and then joined academia with Cardozo (10 years) moving later to Boston College Law School. He later switched to George Washington University Law School where he's been for the past 10 years.

(6:04) - He is the founding faculty director of GW in NY (now in its 6th year).

(8:46) - His experience serving on boards of directors. Currently with Constellation Software. In the nonprofit sector, he is a Trustee of the Museum of American Finance, a Smithsonian affiliate; Member of the Dean's Council of Lerner College of Business of the University of Delaware; a Member of the Editorial Board of Financial History, the magazine of the Museum of American Finance; and a Member of the Advisory Board of the Ben Graham Centre for Value Investing at the Ivey Business School, University of Western Ontario.

(10:42) - How he got started researching Warren Buffett and Berkshire Hathaway: In 1996 he organized a conference at Cardozo Law School on Warren's letters to Berkshire shareholders. This resulted in the publication of The Essays of Warren Buffett: Lessons for Corporate America (now in it's 5th edition).

(15:33) - His article on "Warren Buffett's 10 Commandments for Corporate Directors" (2017):

Select an outstanding CEO.

Set CEO performance standards.

Adopt an owner orientation.

Replace managers promptly when needed.

Speak up to colleagues.

Reach out to shareholders.

Adjust social atmosphere of the boardroom.

Compensation Committees: Negotiate.

Audit Committees: Pry.

Choose Well. Warren adds these qualifications that make for high-quality directors: 1) business savvy, 2) a strong interest in the specific company, and 3) an owner-orientation.

(32:12) - Origin and scope of the "Quality Shareholder Initiative" focused on long-term concentrated shareholders. Dubbed "high quality shareholders" by Warren Buffett in 1978, the initiative takes its title from that designation.

(38:42) - His take on the meme stock phenomenon: "I'm concerned about it, particularly its form of 'grievance capital' (there is a political aspect to it, for some it's not only about money)."

(41:34) - His take on ESG. Two different aspects:

Why indexers choose ESG: 'they have a systemic business model.' They need a universal set of principles.

Quality shareholders have been seeking 'doing good' for ever.

(48:12) - His take on dual-class share structures. There is no correlation between dual-class shares on quality shareholders. There is no particular preference for dual class shares one way or another. ["Given the wide variety of approaches to shareholder voting, quality shareholders examine dual class structures on a case-by-case basis. Among companies with dual class structures are a substantial cohort with high quality shareholder density."]

(52:67) - The books that have greatly influenced his life:

Economics, by Paul Samuelson (1948)

Economic Analysis of Law, by Richard Posner (1973)

(54:14) - His mentors:

Originally, his headmaster at Girard College. Particularly on "values of loyalty and honesty."

Warren Buffett.

Lester Brickman.

(55:32) - His favorite quotes:

"You can't soar like an eagle if you're surrounded by turkeys" by his father-in-law.

"Only go into business with people you like, trust and admire" by Warren Buffett.

(58:00) - His "unusual habit" that he loves: raking leaves, grass or twigs.

(59:04) - The living person he most admires: his wife, Stephanie Cuba.

Lawrence A. Cunningham is the Henry St. George Tucker III Research Professor of Law at George Washington University; Director of C-LEAF and the Founding Faculty Director, GWinNY. You can find him at lacunningham@law.gwu.edu or on Twitter @CunninghamProf

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Mon, 21 Jun 2021 13:30:00 +0000

Joe Grundfest: On Capital Markets, Crypto Regulations, Board Diversity & Corporate Electoral Innovation.

Intro.

(1:42) - Start of interview.

(3:11) - Joe's take on the rise of IPOs and SPACs since 2020. "There is a level where it is all entirely rational."

(4:16) - Staying private vs going public in this environment. "In today's world, companies have three alternatives: do another VC round, a SPAC or an IPO."

(6:43) - On the fundraising environment: "This is historically unprecedented... due to fiscal and monetary stimulus throughout the U.S. and global economies." "But you have to combine that with the observation that we really do have some fundamental technological and economic changes going on."

(8:47) - Are you bullish or bearish on the economy and markets? "I'm confused-ish"

(10:46) - On Bitcoin, and the new Bitcoin Law from El Salvador (making it legal tender in that country): It has serious repercussions for US law (currency vs security, money transmission, tax implications, etc).

(12:56) - On US public corporations adding Bitcoin to the corporate treasuries. On bitcoin mining ("dirty, dirty, dirty") and the distinctions between "proof of work" and "proof of stake" cryptos. On Elon's decision to not accept Bitcoin to purchase Teslas.

(16:12) - On DeFi: "Once regulators figure out what's going on here, they are going to try to crush it." "You know, the SEC has no idea what to do with crypto. The SEC is asking for legislation, they're actually begging for legislation, because if you get legislation, then it's not their job. Unless (the SEC's nightmare) Congress gives the SEC all the authority it needs to regulate crypto and says to the SEC: here you go, do it."

(19:30) - On DAOs: "They can lead to chaos. I mean, what is the governance structure? Each one of these has a very different governance structure. And one of the things that we know is that there's no perfect governance structure, right? If you want to over intellectualize this, go back to Ken Arrow's Impossibility Theorem where he demonstrated that there are lots of criteria we would like to see in a society and you can't simultaneously have them all. Well, you know, that's a super brainiac way of saying that governments are always going to fail to one degree or another. Putting the problem of social organization on the blockchain does not solve the problem of social organization. It simply replicates the problem on the blockchain, right? So why do people think that putting an insoluble problem on the blockchain solves the insoluble problem is an insoluble problem to me."

(21:13) - On the different approach to blockchain by computer scientists and lawyers. The Stanford Center for Blockchain Research. "What can I say? The computer science people don't get sued 25 times... you know, in computer science, your equations are generally fairly well behaved. And if you write a system, you know how it's going to operate. We're lawyers, we deal with people. Not only deal with people, we deal with plaintiffs. It's a very different problem. I mean look, in engineering you're often dealing with fairly well behaved systems. If systems were well-behaved, you wouldn't need lawyers. So what can I say? I only go where there's chaos and mayhem."

(22:57) - On SB-826 (gender) board diversity quota in CA: "the data suggests pretty strongly, almost conclusively, that SB-826 has worked. The number of women on corporate boards in California has increased significantly. The majority of corporations in CA are now in compliance with SB-826."

(24:23) - On AB-979 (minorities) board diversity quota in CA: "figuring out the effect of the AB 979 is more difficult. It's very hard to separate that out from what I call the George Floyd effect."

(25:21) - On the constitutionality of these laws: "there's a deeper mystery here. And something that I think is really more profound. If you look objectively at both pieces of legislation, and if you ask yourself, what's the probability that the U.S. Supreme court as currently composed (a 6-3 conservative majority) would find either one of these pieces of legislation is constitutional? The answer would be a resounding no." "The fascinating thing is typically when legislation is potentially unconstitutional, everybody's jumping up and down and they're suing to get it invalidated. Here, not only is that not happening, but the vast majority of corporations are complying with legislation."

(27:33) - "These bills are what I would call The Miracle of Unconstitutional Legislation": "These are the most effective unconstitutional pieces of legislation that I've ever seen in American history. And I think the answer for why they've been so successful is that at least when it comes to legislating the composition of corporate boards, the majority of America is out of tune with Supreme court doctrine regarding the existence of quotas." "Diversity on corporate boards is being treated very differently to diversity in other areas of society and the parties most directly affected aren't complaining about it. It's a remarkable situation."

(31:08) - On stakeholder capitalism and the BRT restatement of 2019: "This is nothing new. You always had to consider all of the constituencies, otherwise you're out of business."

(34:45) - On Engine No. 1 proxy fight with Exxon Mobil: "This is huge. I think going forward, every proxy contest is going to be measured as either before Exxon or after Exxon. What it demonstrates is that in today's world, you don't need a large equity position. What you really need to understand is the story that is going to resonate with the large institutional investors. Engine No. 1 had a terrific story that resonated extraordinarily well. They had the perfect target because Exxon had built up a reputation over decades as being the most arrogant corporation in the United States. They'd basically refused to listen to institutional investors. You combine that with the big push towards ESG investing, and the fact that many institutions now feel they can't afford to be on the wrong side of ESG momentum. You know, it created a situation where if you were economically and politically smart, and these guys I think are, you would be able to leverage your position by a factor of 2,500 and grab three seats on the Exxon board of directors. They did something that people thought would have been impossible. And I think it's highly innovative and you're going to see many forums of what I would call corporate electoral innovation over the next year or two. And a lot of it will wind up pushing the ESG direction."

(38:04) - "Look, my joke line about ESG is that given the current state of the art, it stands for Extremely Subjective Guessing"!

Joseph A. Grundfest is an expert on capital markets, corporate governance, and securities litigation. His scholarship has been published in the Harvard, Yale, and Stanford law reviews, and he has been recognized as one of the most influential attorneys in the United States. Professor Grundfest founded the Stanford Securities Class Action Clearinghouse, which provides detailed, online information about the prosecution, defense, and settlement of federal class action securities fraud litigation. He launched Stanford Law School’s executive education programs and continues to co-direct Directors’ College, the nation’s leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Arthur and Toni Rembe Rock Center for Corporate Governance. Additionally, he is co-founder and director of Financial Engines and a director of Kohlberg, Kravis, Roberts & Co. Before joining the Stanford Law School faculty in 1990, Professor Grundfest was a commissioner of the Securities and Exchange Commission, served on the staff of the President’s Council of Economic Advisors as counsel and senior economist for legal and regulatory matters, and was an associate at Wilmer, Cutler & Pickering. Early in his career he was a research associate at the Brookings Institution and an economist and consultant with the RAND Corporation.

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https://boardroom-governance.com/episodes/joseph-grundfest-Ozrpqtjd

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

Tue, 15 Jun 2021 13:00:00 +0000

Nell Minow: "You Can Get 90% of Governance by Looking at CEO Pay"

Intro.

(1:42) - Start of interview.

(2:28) - Nell's "origin story." She's the oldest of three girls, including former Harvard Law School Dean and current Professor Martha Minow. Her father, Newton Minow, was the Chairman of the FCC under JFK and authored a famous speech on the "vast wasteland" of TV (that still resonates 60 years later). She was influenced to speak out from an early age when she saw problems. Her ambition was to become a prosecutor but she moved to D.C., where she worked at the EPA and later at the White House OMB.

(4:24) - On meeting Bob Monks, and being asked to join his "new startup" ISS in the mid 1980s (now the largest proxy advisory firm) to advise institutional investors on corporate governance. She didn't know much about corporate governance before joining ISS. "I arrived at the best possible time: the whole field was just beginning so I feel like George Washington or D.W.Griffith because I was there right at the start, out of pure luck." Since then, "Bob Monks and I have built and sold four different [corporate governance related] businesses."

(6:57) - On working as a shareholder activist with LENS ($100m fund) from 1990-2000: "All my career experiences have converged on system analysis: why things don't work as they are supposed to." "ISS had originally been conceived with an activist business plan, but it pivoted to focus instead on independent research for institutional investors. It was at Lens where we focused on activism."

(10:23) - Strategy at Lens: "We bought stock in companies that were not living up to their potential." "About a third of companies would say that that they were already way ahead of us and had a plan in place, a third would say that the ideas were pretty good, and a third would fight us." "We did not have much AUM but we knew a lot of the institutional investors, and sometimes they would ask us to look at specific companies because they trusted us." "We sold Lens to Europe's largest institutional investor, however we kept the part we liked which was the in-house research, that became the Corporate Library."

(12:43) - On starting The Corporate Library ("we called it intentionally the most non-controversial name because we had a reputation for being very provocative.") "We started by publishing reports on employment contracts of CEOs in S&P500." "My dream was to rate corporate boards like (AAA-to-junk) bonds, and that was the product that we developed, which we hoped to sell to investors [who did not buy it] but we sold them instead to D&O insurers [they loved it.]" "We later acquired GovernanceMetrics International (GMI) and took their name, and sold the whole shebang to MSCI."

(17:44) - The history and focus of her current firm, ValueEdge Advisors: "We put on a conference every year for institutional investors, we prepare reports on various corporate governance issues for clients - it's sort of private label research."

(18:48) - Her other focus as a movie critic. "The governance life is the frolic and detour, the movie life goes back as far as I can remember." Her favorite corporate governance movies: The Big Short, Owning Mahowny (featuring Philip Seymour Hoffman and involving the biggest bank embezzlement in Canada).

(22:48) - Her take on politics in the boardroom. Discussion around her article "The Choice for CEOs on Political Issues is Not “Yes or No”, It’s “Helps the Brand or Hurts the Brand.” "If the people listening to this podcast take-away one recommendation from me it would be the following: subscribe immediately to Judd Legum's newsletter called Popular Information. He keeps track of companies that stated in January that they would not make any political contributions to candidates that would not certify the elections [and failed to live up to those promises.]" "It's no longer possible for a CEO to remain neutral."

(27:10) - Her take on the "controversial" Coinbase CEO and Basecamp CEO statements.

(29:04) - Her take on the rise of ESG: "It's a bit the best of times and worst of times scenario":

Best of times: ESG is supplemental to GAAP (which does not measure human capital well). "The difference between CSR and ESG is that the former had the implication of being sort of a trade-off (limiting profits for some kind of a balancing test) while ESG makes no concession of any kind, it's 100% financial and 100% about assessing risk." "So any claim that ESG is against shareholder value is not well founded." The second point is that ESG is a huge issue for Millennials and the next generation... they care tremendously about this topic (relevant for employers and employees)." This has led to a significant amount of capital pouring into ESG.

Worst of times: "It's such a nascent field that there is no consistency, and the ambitions are in excess of the data that's available." "There are a lot of carpetbaggers coming in and labeling themselves as ESG who don't know what they are talking about."

(34:12) - Her take on the BRT corporate purpose restatement (2019) and stakeholder capitalism: "Six Reasons We Don’t Trust the New “Stakeholder” Promise from the Business Roundtable." (her article from Sept 2019). "The last thing I want is for CEOs to be making public policy and deciding how much pollutants they can put out in the air." If we had to rate general knowledge on ESG: on the "E" I would give us B- on our understanding of the relevant factors, on the "G" we could get a B+ on our understanding of governance risks, "S" is the big messy category where who knows what we are talking about." There are groups like SASB that are doing excellent work.

(39:21) - Her take on boardroom diversity: "I am very supportive of the Nasdaq and Goldman Sachs approaches that are ultimately market based approaches." "I am not in favor of quotas." "I think we still have a long long way to go." "I would prefer that instead of a quota system we had a rebuttable presumption, for example: if you do not have at least a third of diverse directors in your board you should explain why not and what steps you're taking to improve." "I feel very strongly that if the CEO package is a disgrace, then you should vote no on pay, and on the members of the compensation committee - no matter if they are diverse directors." "If they can't get it right on pay, they should not be on comp committee or the board."

(43:15) - Her take on private company governance and dual class shares: "I'm in favor of the market [letting the people create whatever governance and capital structures they want] but personally I would never buy limited voting stock [via dual class shares] in companies." "I am not in favor of prohibiting dual class shares but I think it's a bad idea." "I support CII's position of adding sunset provisions." "The important thing about governance is to have performance standards not design standards." "When we were grading boards of directors, the areas with most conflicts of interests [between boards and shareholders] were CEO pay [CEOs wanted less variability and shareholders want more variability] and M&A [most acquisitions don't add any value]." "Does the board make good decisions? That's the ultimate test, it's not because somebody is someone's second cousin or if there is diversity or if they put or not their governance policies on their website" "This is why I would always vote in favor of Berkshire Hathaway's board, they make good decisions."

(48:08) - Her final take-away for public company directors: "We were very good at predicting what was wrong, never that good in predicting what was right. We were better at finding evidence of terrible rather than evidence of greatness, and that's why insurers loved our product because it was about risk." "You can get 90% of your way to governance by looking at CEO pay."

(49:35) - The books that have greatly influenced her life:

The Psychology of Everyday Things, by Donald Norman (1988)

Bird by Bird, by Anne Lamott (1994)

(50:31) - The movies that have mostly influenced her life:

Sullivan's Travels, directed by Preston Sturges (1941)

Inherit the Wind, directed by Stanley Kramer (1960) *she wrote a law review article on this movie: An Idea is a Greater Monument Than a Cathedral: Deciding How We Know What We Know in Inherit the Wind (1995)

(52:17) - Her mentors (outside her family):

Robert A. Monks (business partner of 35 years).

(54:05) - Her favorite quotes:

"It is not your responsibility to finish the work [of perfecting the world], but you are not free to desist from it either" Pirkei Avot ("you don't have to do everything, but you have to do something")

"The funniest mortals and the kindest are those who are most aware of the baffle of being, don't kid themselves our care is consolable but believe a laugh is less heartless than tears.” by W.H. Auden in a poem called “Tonight at Seven-Thirty." ("when corporate misbehavior is so outrageous it helps if I can laugh at it, and then get angry...")

"Always take the high road, it will either shame the other side into good behavior or it will drive them crazy" Her mom.

(56:08) - Her "unusual habit" that she loves: San Diego's Comi Con (she never misses it, and calls it the "Iowa Caucus of popular culture"). "The people there are the most passionate and independent minded fans."

(56:55) - The living person she most admires: her parents. They exemplify what is to have a full life: "Speak truth to power, to be part of the solution, and to be always there for your family."

Nell Minow is the Vice Chair of ValueEdge Advisors. She was Co-founder and Director of GMI Ratings from 2010 to 2014, and was Editor and Co-founder of its predecessor firm, The Corporate Library, from 2000 to 2010. Prior to co-founding The Corporate Library, Ms. Minow was a Principal of Lens, a $100 million investment firm that took positions in underperforming companies and used shareholder activism to increase their value. Her other professional experience includes serving as a Principal of Lens Investment Management, as President of Institutional Shareholder Services, Inc., and as an attorney at the U.S. Environmental Protection Agency, the Office of Management and Budget, and the Department of Justice.

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https://boardroom-governance.com/episodes/nell-minow-FAMdLX8x

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Mon, 24 May 2021 12:50:12 +0000

Jon Lukomnik: Moving Beyond Modern Portfolio Theory and the Evolution of Corporate Governance.

Intro.

(1:37) - Start of interview

(2:19) - Jon's "origin story." He started as a sports journalist, later became press secretary to then NYC Comptroller Jay Goldin. His transition to asset management, founding his firm Sinclair Capital and leading the Investor Responsibility Research Center Institute (IRRCi) (succeeded by the Weinberg Center) focused on ESG and capital market issues.

(4:48) - His experience with the NYC pension funds, CII and how he addresses the different "stages of governance" described in his book "Moving Beyond Modern Portfolio Theory: Investing That Matters." His historical perspective on corporate governance from the Dutch East India Company (1602). HBS Professors Myles Mace: "Boards are ornaments on a corporate Christmas tree" and Peter Drucker: "The one thing that all boards have in common is that they do not work." His experience with Creditors Committee at WorldCom. Corporate governance in the 1980s changed for two reasons:

In a capitalist society whoever has capital, has power. By the 1980s, institutional investors became very influential with more assets under management.

This was prompted in part by the greenmail scandals. In one year (1983-1984) this practice extracted $4bn from US corporations

That prompted the formation of the Council of Institutional Investors (1985).

(13:04) - The disagreement is not over corporate governance, but rather over "optimal" corporate governance. This is so because capital is changing. "75%-94% of your returns is due to the systematic nature of the markets." The problem with MPT.

(17:41) - The concept of "Beta Activism"

(19:54) - The focus of his book "Moving Beyond MPT": "This is not a modest book: we are trying to redefine what investing is." "Stewardship for the benefit of the marketplace as a whole, to deal with systematic risk issues that that we can't deal with mere diversification." More holistic and long term vision of how to improve the risk return of the market as a whole.

(21:41) - Shareholder activism on ESG and sustainability ("Beta Activism"). Examples: Engine No.1 on Exxon, Climate Change. "There will also be changes on how shareholder resolutions will be crafted." For example: Yum Brands on the systemic effects of the use of antibiotics in its supply chain by the end of 2021 (proposed by Paul Rissman and the Shareholder Commons). From individual companies to global/industry levels. Another example, new safety standards after the Vale scandals. "The problem is that somehow in the 1990s/2000s the shareholders figured out how to be first and last in the line."

(26:16) - Debate on corporate purpose (shareholder primacy / stakeholder capitalism / benefit corporations). "I think the person who jumpstarted this discussion was Lynn Stout with her book the shareholder value myth." "You have to care about how companies are dealing with the health of the system as a whole." "But I still think that the governance of a company needs a final decision: that's the shareholders [on how to maximize the residual benefit but taking care of everyone else to do that." "I've always thought it was a false dichotomy [to think about shareholder primacy vs stakeholder capitalism.]" Alex Edman's book "Grow the Pie": shareholder value as a subset of societal value. Shareholders are at the back of the line.

(30:30) - His perspective on international corporate governance trends. Cross-influence between the US and Europe. Asia. Taking into accounts culture. The last US administration tampered down ESG in the last 4 years.

(35:29) - His take on public vs private companies (Wall Street vs Silicon Valley). The advent of dual class shares in Silicon Valley: "founder syndrome." There are different risk desires and appetites for smaller growth companies vs larger mature companies.

(39:43) - His thoughts on western vs authoritarian vs the next dominant economic paradigm. "Confucian curse of living through interesting times."

(43:15) - His favorite book: Fifth Business, by Robertson Davies (1970)

(43:41) - His favorite play: As You Like It, by William Shakespeare

(45:45) - His mentors:

His sister (personal)

Jay Goldin (professional)

(47:38) - His favorite quote: "It's better to be approximately right than precisely wrong" and
"Work hard and be nice to people" (new Michael Franti song)

(48:30) - His "unusual habit": He loves to cook.

(49:26) - The living person he most admires: his wife.

(49:56) - His views on the future of NY post pandemic.

Jon Lukomnik is the Founder of Sinclair Capital. Jon chairs the audit committee of the Van Eck mutual funds, is a core member of the Funston Advisory team, and serves on the Deloitte Audit Quality Advisory Committee. He has a long track record in corporate governance having served as an investment advisor for the New York City’s pension funds, a managing director of a top ten hedge fund and a director for public and private companies, non-profit corporations and litigation trusts. His new book, co-authored with Professor James Hawley, is “Moving Beyond Modern Portfolio Theory: Investing That Matters”.

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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

Wed, 21 Apr 2021 13:41:48 +0000

Janine Yancey: "Boards Have To Address Social Issues"

Intro.

(1:12) - Start of interview

(1:54) - Janine's "origin story."

(2:25) - Her path from law school to plaintiff litigation work, representing and training employers, and the founding of Emtrain.

(5:40) - Her thoughts on lawyers transitioning to entrepreneurship, and her personal story with Emtrain: "I had this day job that was pretty directionally consistent with what I wanted to do in a technology aided fashion." "It was a big deal when I quit my day job in 2006 and all of a sudden there were five of us employed by Emtrain."

(7:02) - "The real transitioning point was in 2016-2017, after watching the SF trial of Ellen Pao v. Kleiner Perkins (2015), that seemed to me a seminal point. The beginning of harassment law as we know it began with another huge SF trial, the Baker Mackenzie case (1994). I watched both trials so I thought this would become another inflection point."

(7:40) - I predicted the #MeToo movement in an article that I published on Medium. "Women everywhere are going to be so upset. The law is not an adequate channel to address these issues in real time, and social media is going to become the avenue to bring more accountability."

(8:20) - "This is when I decided to take some outside capital for Emtrain." Her vision of Emtrain, and their new technology approach with predictive analytics and benchmarks.

(13:03) - How technology has impacted her business offerings. Scaling from a one-dimensional compliance training program to two-way communication and multi-stakeholder engagement.

(15:03) - Impact and take-aways from Emtrain's 2021 Workplace Culture Report (based on 20 million employee responses on workplace).

(18:44) - Her take on the impact of COVID-19 and WFH policies in the workplace: "We have to be more intentional in virtual settings." We will have to navigate the "in-group / out-group" challenges and dynamics.

(21:16) - The role of the board on ethics, respect and inclusion. "Laws follow people, people don't follow laws." "Younger generations are social justice warriors." Reputation impacts the corporate brand.

(24:33) - The impact of ESG in her industry. "We are a tool in the tool chest to support and manage the corporate brand and how they're perceived by stakeholders."

(27:23) - Her thoughts on the BRT 2019 restatement of corporate purpose and the rise of employee activism.

(31:02) - Her take on corporate boardroom diversity. "If Theranos would've had any woman on its board, maybe she would've called b*%&t on Elizabeth Holmes". "Different people see different things." "What about the Purdue case, the social consequences are huge." "Compiling diversity metrics is a start, but that's like crawling. Where we need to go is understanding the KPIs and dynamics to reach a better trajectory."

(38:19) - How she came up with the framework used by Emtrain. It's all about organizational behavior. Her take on the difference between US and European corporate approach to social issues.

(40:48) - Her take on the recent exodus of people and companies from SF/Bay Area/CA and why she thinks CA will be fine.

(44:23) - Her favorite books:

Atlas Shrugged, by Ayn Rand (1957)

Sci-fi and fantasy books.

(47:13) - Her mentors: "I unfortunately was late in the game on having mentors" Recently I've connected with some great advisors:

Frits Habermann, ex CTO of Lynda.com (acquired by LinkedIn)

Steve Roop, formerly with Glassdoor.

(48:52) - Her favorite quote: "Our strengths are our weaknesses and our weaknesses are our strengths"

(49:33) - Her "unusual habit": I twirl my hair when I'm thinking! She loves reading ("that's what winds me down")

(50:24) - The living person she most admires right now: Bill Gates.

(52:45) - Her parting thoughts for directors on how to deal with social issues: "Every board member should think about their ethics, respect and inclusion as part of their reputation. They need to start operationalizing these matters within the organization."

Janine Yancey is the Founder & CEO of Emtrain, a California based online workplace culture platform that helps companies diagnose, benchmark and prevent bad workplace culture outcomes. Prior to founding Emtrain, Janine was a partner at Employment Law Partners where she specialized in solving labor and employment problems for high tech firms including Google, Intuit and a variety of start-ups. Janine also worked as counsel at Liebert Cassidy Whitmore, served as Board Member of the Northern California Human Resources Association, and authored The HR Handbook, designed to help young tech companies navigate workplace laws.

Janine earned her JD at University of California Hastings School of Law and a BA in English and Political Science at the University of California Berkeley.

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https://boardroom-governance.com/episodes/janine-yancey-7wN1xYKv

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

Mon, 12 Apr 2021 13:45:00 +0000

David Curran: "ESG Is A Moving Target Even For The Best Companies"

Intro.

(1:21) - Start of interview

(2:07) - David's "origin story."

(3:42) - His take on lawyers pursuing "non-traditional" careers. "I think that ESG as a career path is going to explode. This is only the beginning."

(5:04) - Paul Weiss' Sustainability & ESG Advisory Practice Group.

(9:02) - How did "ESG" become a core topic of corporate governance? "There has been tremendous pressure on organizations to perform better, to be better corporate citizens." "It coalesced gravitationally in large part because of social media." "The investment community needed an organizing force."

(16:22) - His take on the "purpose of the corporation" debate (shareholder capitalism vs stakeholder capitalism). "Companies are being held to account for their promises and obligations." "You can't make empty statements anymore." "The pressure shift is severe from a reputational risk." "I don't know of a non-financial consequence at a corporation, everything has a financial consequence." "We need to bring the legal community up to speed to where the business community is." "I call this phenomenon the Super Law: How ethical obligations can shape business and your practice."

(22:28) - His take on board diversity. "It's the best example of Super Law." "The genie is out of the bottle on this issue." Nasdaq diversity proposal to the SEC. "One of the dirty little secrets of ESG is that the numbers are not audited, for the most part." "This will be the decade of reckoning... companies will be re-reporting."

(30:08) - His take on the roundtables that he's led for the past 20 years (started when he was at Thomson Reuters, FiscalNote, etc). The idea is to convene cross-functional people to talk off-the-record about issues in a real way (private settings). In ESG, every company according to the FT can both a sinner and a saint.

(37:13) - His take on the Biden's Administration approach to ESG. Re-signed to Paris Accord (climate change is key) and will deal with a lot of the "S" in the ESG. The EU and UK regulators have been active, and have been regulating US companies. He counsels clients that they have to own ESG programs (consistent policies and procedures).

(42:39) - His parting thoughts for directors on ESG matters: 1) Education (learn non-legal components of ESG), 2) They can't rely on D&O insurance in this era. Board members are working really hard now. They can't just rely on management on these matters.

(46:55) - His favorite books:

Snow Falling on Cedars, by David Guterson (1995)

Wherever You Go, There You Are, by Jon Kabat-Zinn (1994)

Any book by Robert Caro ("a master at understanding power")

(49:02) - His mentors:

Brad Karp (Chairman of Paul Weiss) "a true beacon of the legal profession"

"I take the good and leave the rest from anybody I know" "I've learned some the best things in my life from some of the worst people that I've encountered."

(51:22) - His favorite quotes:

"You can't plan for the future until you predict the present" (everybody wants to move forward, very few people want to do the hard work of self-evaluation -- where you are now relative where you should be)

"That's arrogance without portfolio" (in reference to arrogant people!)

(53:21) - His "unusual habit": "open to everything and attached to nothing." You should be open to experiences that you don't think will help you. Example: he's a professional chocolate taster.

(55:09) - Which living person does he most admire: As a group, healthcare and essential workers.

David Curran is Chief Sustainability and Environmental, Social and Governance (ESG) Officer at Paul, Weiss. In this role, Dave has dual responsibilities – to work with the firm’s lawyers to lead its Sustainability and ESG Advisory Practice Group, and also to develop and promote the firm’s internal ESG practices.

Dave is a recognized leader in helping complex organizations build resilience. In addition to his work in the ESG space, he has more than 30 years of experience in legal, technology, compliance, risk and ethics roles. Dave has led many popular Thought Leadership conversations with senior executives on a variety of topics where business and technology intersect with the legal, compliance and risk ecosystems, including Transforming Law, Big Data, #MeToo and many others.

Dave serves as co-chair of the New York State Bar Association’s ESG Committee, which aims to educate and engage New York lawyers, law students and faculty on ESG practices and developments through thought leadership and robust educational programs.

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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

Wed, 7 Apr 2021 14:29:02 +0000

Amy Borrus: The Council of Institutional Investors' Voice of Corporate Governance.

Intro.

(1:22) - Start of interview

(2:23) - Amy's "origin story"

(3:41) - Her time as a journalist at Businessweek (US, UK and Japan).

(5:02) - Her return to the US in 1990, where her last beat was to cover the SEC and corporate governance (including corporate scandals from the early 2000s and SOX).

(6:32) - Her start at the Council of Institutional Investors in 2006.

(7:52) - The history of CII, founded in 1985 "at a time of corporate takeovers, imperial CEOs and insulated boards of directors."

(9:23) - The three founding principles of CII:

Investors benefit when corporate boards provide robust and effective oversight of management (directors are accountable to shareowners);

Investors are more powerful when they speak with one voice; and

Investors are not monolithic so CII focuses on "big tent issues" where there is consensus.

(10:31) - Members of CII: asset owners, asset managers and other investors - combined AUM: $40T.

(12:31) - The evolution of governance since SOX in 2002. "When I joined CII, corporate governance was kind of a backwater." "Since then it has gone mainstream."

(15:01) - Her take on BRT's purpose of the corporation restatement (2019) and CII's response letter. "At the end of the day, the north star for public companies is driving sustainable long term shareholder value."

(22:14) - Her take on how Say-on-Pay was a catalyst for more engagement between companies & shareholders.

(24:06) - The evolution of engagement by CII: it used to be done directly, now not so much because CII members are engaging directly.

(26:15) - Her take on ESG. "We focus primarily on the G." "We think that strong governance standards and practices are the linchpin for appropriate attention to the E and the S issues." "We put governance first."

CII's Special Reports and Publications.

CII's Education Initiatives.

(30:03) - "CII's policies on board diversity have always adopted a broad view of diversity including background, experience, age, gender, ethnicity and culture." "It's a bulwark against clubbiness, against having blinders on." "We believe diverse boards can be achieved without quotas."

(32:44) - CII's policies on dual class stock. "We've evolved into a compromise position [with sunset provisions]." "If you want to stay private fine, but if you want to tap the public markets you need to treat your public shareholders appropriately - there is a certain baseline expectation." "We have an international race to the bottom with London, HK, Singapore, etc allowing dual class share listings."

(42:03) - CII's advocacy priorities for 2021:

Investors rights and protections:

Independent proxy research. CII's amicus brief in support of ISS lawsuit against the SEC.

CII is opposed to SEC's Rule to Limit Shareholder Proposals (Amend Rule 14a-8)

Sunset Provisions for Dual Class Shares.

Clawbacks for executive compensation.

Corporate disclosure:

Climate change risk disclosure.

Board diversity.

Human capital disclosure.

Political spending disclosure.

Market systems and structures:

Abuse of 10b5-1 Plans.

Share buybacks: there should be stronger disclosures.

End-to-end vote confirmation.

Universal proxies in contested elections.

High frequency trading

Stock exchanges

(48:06) - Her take on the GameStop saga, "the real danger there is that it undercuts public confidence and integrity of the markets, and that is not good. It's long term problem."

(50:02) - Some of her favorite books:

A Gentleman in Moscow, by Amor Towles (2016)

Alexander Hamilton, by Ron Chernow (2005)

Leadership: In Turbulent Times, by Doris Kearns Goodwin (2018)

On corporate governance:

Bad Blood, by John Carreyrou (2020)

Too Big to Fail, by Andrew Ross Sorkin (2010)

(52:25) - Her mentors (in addition to her father):

Ann Yerger (former Exec Dir of CII)

Ken Bertsch (former Exec Dir of CII)

(54:31) - Her favorite (current) quotes:

"Be curious not judgmental" (Walt Whitman)

"To whom much is given, much will be required."

(56:30) - Her "unusual habit": she loves architecture and city/urban planning.

Amy Borrus became executive director of the Council of Institutional Investors (CII) in July 2020. She joined CII in 2006 as deputy director, and was interim executive director in 2015-2016. She serves on the boards of the CII Research and Education Fund and the Sinai Assisted Housing Foundation. She also serves on the Best Practice Principles Oversight Committee, which will monitor principles underpinning services of leading proxy advisory firms. Prior to CII, she was a correspondent for Businessweek magazine for more than 20 years. Her journalism career included multi-year assignments in London, Tokyo and Washington, D.C. She earned an MSc. in International Relations from the London School of Economics and a B.A. in History and English from the University of Pennsylvania

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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

Mon, 22 Feb 2021 14:30:00 +0000

Nichol Garzon-Mitchell: Glass Lewis and the Proxy Advisory Landscape.

Intro.

(1:16) - Start of interview

(2:04) - Nichol's "origin story"

(3:48) - Her beginnings with Glass Lewis & Co . in 2004.

(4:32) - What is the proxy advisory business? What was the origin of Glass Lewis? Founded by Greg Taxin and Kevin Cameron in 2003.

(7:17) - The evolution of the proxy advisory business. "Now we've become more of a trusted partner to institutional investors to navigate all [the corporate governance] issues."

(7:51) - The proxy voting management platform "Viewpoint".

(9:51) - Proxy research at Glass Lewis: 28,000 research reports on public companies in 100 global markets.

(14:06) - Proxy advisory landscape in the U.S. and internationally. The Best Practice Principles Group (2013).

(16:21) - The evolution of engagement with issuers ("Glass Lewis has about 1,500 engagements per year with issuers, across 40 countries in 20+ languages"). There are free and paid engagements.

(22:00) - The regulatory landscape of proxy advisors. Heightened focus in last 5 years, and new regulations were passed in 2020 from the SEC and DoL.

(29:32) - Current ownership of Glass Lewis: Ontario Teachers Pension Fund (80%) and Alberta Investment Management Corporation (20%).

(32:14) - How they set their corporate governance principles and policy guidelines. They follow what matters to institutional investors (their clients). They also have a research advisory council from industry (that meets once a year). They look at regulations in different markets.

(35:08) - Glass Lewis boardroom diversity efforts: starting in this proxy season they will be rating the level of disclosure on boardroom diversity.

(38:15) - On corporate purpose. Stakeholder capitalism.

(39:46) - On ESG and sustainability activism. "People [and institutional investors] are more aware."

(41:17) - On shareholder activism.

(43:25) - Her recommendations to US public company directors:

Be engaged.

Know your shareholder base.

Have a plan.

In terms of proxy advisors: stop viewing them as a threat. She encourages directors to engage with Glass Lewis, in its capacity as a trusted advisor to institutional investors. "Use us as a way to connect with investors."

(45:00) - Prediction on regulatory changes with new incoming Administration in the US, Canada, India, EU, etc.

(46:30) - Her favorite books:

Distant Neighbors, by Alan Riding (1984)

Give and Take, by Adam Grant (2013)

(48:00) - Her mentors:

Jorge Robles (Lawyer in Mexico)

KT Rabin (ex CEO of Glass Lewis).

(49:21) - Her favorite quote: "Don't put off until tomorrow what you can do today." (Benjamin Franklin)

(49:51) - Her "unusual habit": Singing.

(50:49) - The living person she most admires: Lots of women, including Kamala Harris, Nancy Pelosi and Michelle Obama. But the person she admires is her father.

Nichol Garzon-Mitchell is a Senior Vice President and the General Counsel at Glass Lewis, one of the leading proxy advisory firms in the world. Glass Lewis has over 1,300 clients, including the majority of the world’s largest pension plans, mutual funds and asset managers, who collectively manage more than $40 trillion in assets.

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https://boardroom-governance.com/episodes/nichol-garzon-mitchell-L4UTqn2N

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

Mon, 8 Feb 2021 14:30:00 +0000

Aeisha Mastagni: CalSTRS Corporate Governance Principles and Activist Stewardship.

Intro of episode.

(1:18) - Start of interview

(1:52) - Aeisha's "origin story"

(2:31) - Her beginnings with Salomon Smith Barney and Morgan Stanley in the "dot com" era.

(3:40) - Her corporate governance beginnings with CalPERS.

(6:50) - How pension funds manage their proxy voting and stewardship. At CalSTRS they manage 9,000+ equities. Role of Proxy Advisors: they help triage proxy voting, allowing to focus on the most relevant issues.

(9:17) - She would like to see more competition in the proxy advisory market (ISS and Glass Lewis). She would like to see as many inputs as possible (most informed decision).

(10:39) - On growth of corporate governance groups at CalSTRS (~15 people, "we call it our beehive") and CalPERS.

(11:26) - On structure of corporate governance group at CalSTRS: Sustainable investment and stewardship strategies group ("SISS" team). Out of $285 billion of CalSTRS, the SISS team manages ~$8B in a portfolio of public equities (three basic strategies: 1) Passive around a low carbon index, 2) Activist managers, 3) Sustainability focus managers). They want to expand this strategy to private markets. They also have a team that works on strategic relations teams.

(14:50) - On her role as a board member of Golden 1 Credit Union.

(18:09) - History and focus of CalSTRS: $285B of assets under management. ~975,000 beneficiaries.

(21:21) - Stewardship and engagement tools of CalSTRS, "The tools have grown over the last 15 years": 1) Proxy voting, 2) Private engagements, 3) Shareholder proposals, 4) Collaborative engagements (ie. Climate Action 100+, Human Capital Management Coalition, etc), 5) Public engagements.

(23:27) - The CalSTRS' "Activist Stewardship" Model. This new form of stewardship is "one more tool in our tool chest"... "to be used in very limited circumstances". One of the first examples: the ExxonMobil campaign (with Engine No.1 and D.E.Shaw Group). "It's not about the size of investment, it's about credibility of the argument"

(29:02) - The value of engagements. On number of CalSTRS' shareholder proposals (down significantly, from 25-50 per year to 3-4 per year) and private interactions with companies. They have a variety of initiatives:

Diversity efforts.

Climate Action.

Human capital management.

Pandemic Resilient 50.

(34:53) - CalSTRS boardroom diversity efforts. The Diverse Director DataSource (3D) (now transitioned to Equilar). Her thoughts on CA's SB-826 and AB-979.

(37:57) - CalSTRS' ESG Focus. They want to expand the sustainability investment approach to private assets including infrastructure, PE and real estate.

(41:36) - On CalSTRS' Corporate Governance Principles. "I like to think that at CalSTRS we are progressive in terms of our principles." Independence first and foremost. On Chair/CEO role and overboarding. "There are some issues that we are unwilling to waiver."

(48:25) - On corporate purpose.

(50:18) - Her favorite books:

Freakonomics, by Steven Levitt and Stephen Dubbner (2005)

Life in Motion, by Misty Copeland (2014)

(51:16) - Her mentors (her father). Professionally:

Ted White (former head of corporate governance at CalPERS)

Anne Sheehan (former director of corporate governance at CalSTRS)

(52:55) - Her favorite quote: "If you can’t explain it to a six-year-old, you probably don’t understand it yourself." (Albert Einstein).

(53:48) - Her "unusual habit": anything to do with dance.

(46:35) - Her parting thoughts to directors: "Remember who you're representing when you're sitting inside that boardroom. You're there to represent the interest of a broad shareholder group and your responsibility to them is to ensure a risk-adjusted return (considering all long term ESG risks, doing it in a responsible and ethical manner)."

Aeisha Mastagni is a Portfolio Manager in the Sustainable Investment & Stewardship Strategies Unit at the California State Teachers’ Retirement System (CalSTRS), the second largest public pension fund in the United States with $285 billion dollars in assets under management. Aeisha also serves as a director of Golden 1 Credit Union, California's leading credit union and one of the largest in the United States with over 1 million members and assets over $16 billion.

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https://boardroom-governance.com/episodes/aeisha-mastagni-g4KkhECm

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

Mon, 1 Feb 2021 14:30:00 +0000

Peggy Foran: "Corporate Directors Have To Be Their Own Activists"

(1:35) - Start of interview

(2:23) - Peggy's "origin story"

(3:04) - Her experience at Notre Dame (BA and JD)

(4:17) - Her progression from Wall St. law firm work to Mellon Bank, JP Morgan, Pfizer, Sara Lee and Prudential.

(6:17) - Dennis Weatherstone (former CEO of JP Morgan) as a catalyst of #corpgov at the bank in the mid-90s.

(7:00) - Her move to Pfizer, drawn by Terry Gallagher and Bill Steer focus on #corpgov (pre SOX 2002)

(7:50) - The focus on governance in late 1990s - Peter Clapman at TIAA CREF and other institutional investors.

(9:31) - On that first meeting of Pfizer's board leaders with institutional investors in 2007 (Marty Lipton referred to it as "another example of corporate governance run amuck").

(10:51) - On the role of a Chief Governance Officer.

(12:31) - Her transition to serving on boards (previously with the MONY Ground, MONY Life Insurance Company and Occidental Petroleum Corporation. Currently with the Orion Group Holdings).

(16:36) - On the history and focus of Prudential Financial. "It's a company with a purpose, 146 years old, with an incredible partnership and commitment to Newark, NJ."

(19:18) - Her take on the purpose of the corporation and the new BRT statement (2019). "It's nothing new, it was the same at Pfizer, it's a balance."

(23:45) - Her take on b-corps, benefit corporations and public benefit corporations. "We just don't have a robust law and precedent, yet"

(25:05) - Managing the "tone from the top" at the board level. "The culture is ingrained at Prudential."

(28:00) - Her take on ESG. "I think it's always been there." Now it's just gone mainstream. On the environmental side, people like Tim Smith (Boston Trust Walden) and institutions such as CERES have been active for decades on these topics.

(29:23) - On board diversity. "It's really more important to have broader diversity than just gender." This has gone mainstream too.

(33:13) - Her take on climate change and sustainability.

(35:07) - Her take on board education. "It depends: you need a tool box. For some boards it could be writing a memo, for other boards it's inviting outside expertise, and for others it's one of their own who has a specific background." More boards are adding experts in sustainability.

(39:52) - Her thoughts on blockchain technology in corporate governance.

(40:44) - Her recommendation to directors on shareholder activism. "You have to be your own activists." Duty to ask for questions, alternatives and seek long term value. "You're not there for the pastries."

(43:00) - Her favorite books:

The Bible.

To Kill a Mockingbird, by Harper Lee (1960).

Winesberg, Ohio, by Sherwood Anderson (1919)

(43:59) - Her mentors (starting out all family members, her father). Professionally:

Dennis Weatherstone (ex CEO JP Morgan)

Bill Steer (ex CEO Pfizer), David Shedlarz (ex CFO Pfizer), Karen Katen (ex Vice Chair Pfizer)

Jane Pfeiffer (from her first board at MONY)

(45:33) - Her favorite quote: "Speak the truth but leave quickly"

(46:81) - Her "unusual habit": cleaning.

(46:35) - The living person she most admires: she looks at people's character.

Sarah Teslik (Partner, Joele Frank)

Elise Walter (ex Chair of the SEC, and director of Occidental Petroleum Corporation)

Peggy Foran is the Chief Governance Officer, SVP and Corporate Secretary of Prudential Financial. Peggy has been a corporate governance leader throughout her career at Sara Lee Corporation, Pfizer and JP Morgan. She also serves as a director of Orion Group Holdings, and previously served on the boards of Occidental Petroleum Corporation, The MONY Group, and MONY Life Insurance Company.

She currently serves as an active member of many influential advisory boards including the Council of Institutional Investors, the American College of Governance Counsel, the American Bar Association, Catalyst, the Weinberg Center for Corporate Governance, NACD, the Center for Audit Quality (CAQ), the International Integrated Reporting Council, ICGN, and the Society for Corporate Governance.

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