Boardroom Governance with Evan Epstein

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

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

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

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

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

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

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

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

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

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