Jeff Thomas: "Private Companies Have Never Had More Options and Better Access to Capital and Liquidity."

1. Intro.
2. (1:22) - Start of interview.
3. (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. (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).
5. (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.
6. (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.
7. (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.
8. (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.
9. (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).
10. (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).
11. (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)."
12. (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."
13. (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)." 
14. (36:16) - His favorite books:
    1. How to Win Friends and Influence People by Dale Carnegie (1936)
    2. Genius Makers by Cade Metz (2021)
15. (37:05) - His mentor Bruce Aust (retired Vice Chairman of Nasdaq)
16. (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).
17. (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. 

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

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

Substack https://evanepstein.substack.com/

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

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

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License