Boardroom Governance with Evan Epstein

(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) The books that have greatly influenced his life: The Leaves of Grass, by Walt Whitman (1855)The Odyssey, by Homer (8th century BCE)Mindset, by Carol Dweck (2007)(01:10:22) His mentors, and what he learnt from themHis rowing coach after College. ("always demanding excellence")Jim Gately (formerly with Vanguard)Jack Brennan (ex CEO Vanguard)(01:13:23) The quotes he thinks of often or lives his life byTwo 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:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

0:00 -- Intro.2:09 -- 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 ZelenskySusan Angele and Stephen Brown are Senior Advisors of the KPMG Board Leadership Center.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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 MaughamDeng 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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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, andThe 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 RBS47:26 -- 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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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: @lehotlouisLinkedIn: https://www.linkedin.com/in/louislehot/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License  You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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 ThunbergJamie: "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: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

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 LawThe Organizational Partners of the Independent Director Initiative: Ascend; BLCK VC; BoardList;Bolster;Corporate Directors Forum;The Fourth Floor;HBCUvc; Him for Her; LCDA;National Black MBA Association; National Venture Capital Association; NxtWorkVenture Forward.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.com42:57 -- 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 School46:26 - 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: @adambsterlingLinkedIn: https://www.linkedin.com/in/adambsterling/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/__Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License