Boardroom Governance with Evan Epstein

Sonita Lontoh, a seasoned expert in innovation, sustainability, and digital transformation, shares insights on board culture, handling politicization, and geopolitical challenges. She discusses AI in the boardroom, impacts on the workplace, and recommends influential books. Lontoh reflects on her entrepreneurial journey, guiding principles, and impactful mentors, offering a glimpse into her diverse and inspiring career.

(0:00) Intro.(1:14) About the podcast sponsor: The American College of Governance Counsel.(2:02) Start of interview.(2:37) Coco's "origin story." (4:32) Her professional background with HR, comp and IT.(6:32) Her time at Taos, a professional services business in IT consulting (17yrs). Ultimately acquired by IBM in 2021.(8:35) The origin story of her founding Athena Alliance (2016) as a non-profit.(11:00) Three core issues with board placements: 1) access to opportunities, 2) positioning for the role, and 3) how to compete to win. *They have placed ~500 women to boards.(13:52) On the business model of Athena Alliance.(16:50) On transitioning from a non-profit to a for-profit model. (20:56) Distinguishing board service between companies with different capital structures (ie. public, PE, VC, ESOPs, etc).(22:18) The landscape for independent director board opportunities (~30,000 companies). On ESOP companies and closed corporations and/or family businesses.(28:18) On Athena's Board Readiness Course.(32:20) On in-person vs remote work, both on an executive and board level. "How do you scale intimacy?"(36:14) On the impact of AI in the boardroom. (39:48) Books that have greatly influenced her life: The Popcorn Report,  by Faith Popcorn (1991)The Science of Evil, by Simon Baron-Cohen (2011)(43:05)  Her mentors. "Different people for different things" e.g. Ivonne Wassenar and Scott Maxwell.(44:20)  Quotes that she thinks of often or lives her life by.(44:41) An unusual habit or absurd thing that she loves.(45:12)  The living person she most admires. Toni Townes-Whitley (CEO of SAIC)Coco Brown is the Founder and CEO of Athena Alliance, a company helping to position top 10% of executive women for advancement and board opportunities.  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.(1:17) About the podcast sponsor: The American College of Governance Counsel.(2:03) Start of interview.(3:08) Greg's "origin story." (6:53) From the University of Georgia to Apple in Cuppertino.(10:50) The start of his entrepreneurial journey in 1992 with his first company.(13:03) The boom and bust cyclical nature of Silicon Valley. "[M]y father used to say that the stock market has predicted nine of the last three recessions. And, you know, I think in Silicon Valley, the investor and entrepreneurial class has predicted nine of the last three technology waves."(17:24) His first foray with startup boards. The role and influence of Don Lucas, and Bob Frick (former CFO of BoA), on his board.(21:49) On the shifting power dynamics in founder-investor relationships (ascendance of "founder ethos").(29:02) On the differences between private equity (PE) and venture capital (VC). "Control investors"(31:29) His experience as a director of public companies: Responsys, acquired by Oracle (2013), and Upwork (IPO in 2018).(34:57) On equity comp (stock options and RSUs)  in tech companies. *Reference to BG2 podcast episode.(47:35) IPOs, private markets and secondary markets. *You can check out my newsletter #52 on this topic.(54:24) On his investment in Cornershop (acquired by Uber) and Latin America market.(1:00:58) On AI as the next technology platform shift.(1:03:50)  Books that have greatly influenced his life: Titan: The Life of John D. Rockefeller,  by Ron Chernow (1998)Thinking Fast and Slow, by Daniel Kahneman (2011)Black Boy, by Richard Wright (1945)(1:05:36) His mentors.(1:07:00) Quotes that he thinks of often or lives her life by: "Experience is what you get when you don't get what you want."(1:07:47) An unusual habit or absurd thing that he loves.(1:08:28) The living person he most admires.Greg Gretsch is a Founding Partner and Managing Director of Jackson Square Ventures, an early stage venture capital firm that invests in software businesses. 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.(2:40) Patrick's "origin story." (3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice).(4:38) Joining Vinson & Elkins to co-build shareholder activism practice.(6:40) Distinguishing between large, mid, and small cap activism.(10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch out in activism.(13:39) On ESG activism, and the impact of Exxon Mobil case ("[I]t was more of a capital allocation campaign, rather than ESG"). Distinguishing the Starbucks ESG campaign (targeting Starbucks' labor relations).(18:29) Separating E, S, and G activist campaigns. "The 'S' is inherently political"(20:29) On the evolution of Universal Proxy Rules for director elections. (27:06) On the "lifecycle of a campaign" (activists' letters, withdrawals, settlements, proxy fights, etc.)(31:36) The impact of institutional investors and proxy advisors (ISS and Glass Lewis) in shareholder activism. *Reference to the Problem of Twelve episode with HLS Prof John Coates.(37:50) The importance of shareholder engagement (with large institutional investors and proxy advisors).(40:55) On company or board preparedness for activist campaigns.(44:45)  Books that have greatly influenced his life: If I Die in a Combat Zone by Tim O'Brien (1973)Thinking Fast and Slow by Daniel Kahneman (2011)David and Goliath by Malcolm Gladwell (2013)On Shareholder Activism:DisneyWar by James B. Steward (2005)Railroader by Hunter Harrison (2018)The Splendid and the Vile (Saga of Churchill) by Erik Larson (2020)(47:53) His mentors.(49:00) Quotes that he thinks of often or lives her life by.(49:55) An unusual habit or absurd thing that he loves.(50:35) The living person he most admires.Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and 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.(1:10) About the podcast sponsor: The American College of Governance Counsel.(1:57) Start of interview.(2:40) Leah's "origin story." (3:41) Her time at IBM.(4:48) Her founding story of TaskRabbit (Boston, 2008).(12:43) The evolution of her board at TaskRabbit, and how to think about (startup) board composition and scaling. (20:31) First CEO succession (after $12m Series B in 2012).(25:10) Her return as CEO, raising a Series C, and adding 3 strategic independent directors.(26:13) On hiring Stacy Brown-Philpot as COO, and successor to CEO role.(30:45) Distinguishing between startup directors (management, investor, and independent directors).(36:01) Transitioning to investing as a general partner at Fuel Capital. Motto: "We're on your corner, not in your kitchen"(40:55) On the role of CEO coaches (vs board directors or advisors).(42:44) About YPO. "It has been a hugely influential organization for me."(45:21) Her thoughts on boardroom diversity. Reference to the LCDA.(48:42) Innovation in the boardroom, risks and opportunities of AI.(51:29)  Books that have greatly influenced her life: Founders at Work by Jessica Livingston (2007)Books by Adam Grant.(51:51) Her mentors.(52:25) Quotes that she thinks of often or lives her life by.(52:50) An unusual habit or absurd thing that she loves.(54:15) The living person she most admires.Leah Solivan is a General Partner at Fuel Capital, a Silicon Valley-based seed stage venture capital firm. Prior to that, she was the founder, CEO and Executive Chair at TaskRabbit.You can follow her on social media at:Twitter: @labunleashed 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

Jeffrey Saviano, EY executive and ethics scholar, discusses the need for an AI Hippocratic Oath, multistakeholderism, and board technology committees. He explores the evolution of AI ethics, challenges with AI regulation, and the U.S.-China AI geopolitics. Saviano also shares insights on AI governance, innovation, and the intersection of Web3 and AI.

(0:00) Intro.(1:12) About the podcast sponsor: The American College of Governance Counsel.(2:00) Start of interview.(3:10) Amy's "origin story." (6:23) Her time leading Comcast Ventures, and how Corporate Venture Capital (CVC) has evolved.(9:08) Why SF/Silicon Valley as a tech hub for Comcast Ventures.(11:19) Her first public company board experience (with Adobe).(13:15) Differences on serving on public and private (venture-backed) boards. "Much more hands-on in private companies."(15:27) Differences between young and old public companies. Her experience on the board of On Running. "[M]y one advice to future board members or existing board members is to learn how to listen. And you're listening for different things, again, depending on the stage of the company."(19:42) On "adversarial boards." (24:10) On OpenAI's board fiasco. Trust in CEOs and boardrooms. Private companies and founder misbehavior. "You never fire fast enough." "You know when things are off."(32:35) On the current AI investment cycle.(36:16) On the state of San Francisco as a city and tech hub.(39:35) On women sports, and her involvement with Bay FC, a pro women's soccer team based in SF/Bay Area.(43:09) Her thoughts on the debate and politicization of ESG and DEI.(46:41)  Books that have greatly influenced her life: The Innovator's Dilemma by Clay Christensen (1997)These Truths by Jill Lepore (2018)21 Lessons for the 21st Century by Yuval Harari (2018)(47:52) Her mentors: Ralph J. Roberts (founder of Comcast). (49:02) Quotes that she thinks of often or lives her life by: "Old men ought to be explorers" (T.S. Eliot) and "A house divided against itself cannot stand." (Abraham Lincoln)(50:20) An unusual habit or absurd thing that she loves.(51:07) The living person she most admires: Liz Cheney and Taylor Swift.Amy Banse is a Venture Partner at Mosaic General Partnership, a VC firm based in SF Bay Area. Amy has over 30 years of experience starting, investing in, and building businesses at Comcast and as a board member on numerous public and private companies, including Adobe, Clorox, On Running and Lennar Corporation.  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.(1:04) About the podcast sponsor: The American College of Governance Counsel.(1:51) Start of interview.(2:54) Terry's "origin story." (5:18) The start of her legal career with O'Melveny & Myers.(8:35) Her time at Howard Rice and her current role at Arnold & Portner (the firms merged in 2012).(11:34) Her book ESG, the Professional's Guide to the Law and Practice of ESG, published by the American Bar Association.(14:55) On the evolution of the purpose of the corporation and emergence of ESG.(17:28) Environmental risks and opportunities (the "E" in ESG)(21:00) Her take on the new SEC Climate Disclosure Rules. "It's arguably, to me, the Sarbanes-Oxley of its generation in terms of a regulatory shift."(24:21) On the legal challenges to the SEC Climate Disclosure Rules.(28:11) Social risks and opportunities (the "S" in ESG).(33:31) On the ESG backlash. Reference to FT article ($13.3bn pulled out of BlackRock). Larry Fink's 2024 Chairman's Letter to Investors.(37:50) Challenges to CA's board diversity laws (SB-826 and AB-979)(42:14) Challenges to Nasdaq Board Diversity Rule.(44:14) The Theranos Governance Story with Tyler Schulz (event hosted by BASF).(46:22) BASF's Truth and Power Distinguished Speaker Series.(48:47) Future corporate governance trends: ESG is increasingly intersectional (i.e. sustainability and AI)(52:29)  Books that have greatly influenced her life: My Life on the Road by Gloria Steinem (2015)Lady Justice by Dahlia Lithwick (2022)(54:04) Her mentors: Larry Rabkin (former partner at Howard Rice)  and her Dad.(54:57) Quotes that she thinks of often or lives her life by: "To have courage for whatever comes in life - everything lies in that" (St Teresa of Avila) and "You have to see it to be it" (Billie Jean King)(55:55) An unusual habit or absurd thing that she loves.(56:14) The living person she most admires: Gloria Steinem.Terry Johnson is a partner at Arnold & Porter and the 2024 President of the Bar Association of San Francisco and its Justice and Diversity Center. 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.(1:27) About the podcast sponsor: The American College of Governance Counsel.(2:14) Start of interview.(3:30) Mary's "origin story." (5:32) Her start as a whistleblower lawyer at Philips & Cohen. The advent of US Whistleblower reward programs (CFTC, SEC, IRS, Transportation, Treasury, and DOJ soon).(7:50) The Theranos case and her representation of Tyler Schulz.(14:02) More about the SEC Whistleblower Program. (24:52) The Facebook (Meta) case and her representation of Frances Haugen. On the rise of whistleblowers in Silicon Valley: The Tech Worker Handbook (created by Ifeoma Ozoma, a whistleblower at Pinterest). The Silence No More Act (CA SB 331). Reference to Mark MacGann, the Uber whistleblower.(31:00) On the health hazards to whistleblowers. Reference to New England Journal of Medicine article on impact in whistle-blowers in cases of major health care fraud. Unfortunate death of Boeing Whistleblower. The Personal Toll of Whistle-Blowing (New Yorker Magazine).(37:52) On FCPA cases, and role of whistleblowers in foreign corruption enforced by the SEC and DOJ. Reference to the Billion Dollar Whale book.(47:19) Future trends on whistleblower cases and corporate governance practices (elevation of Chief Compliance Officers).(50:50)  Advice to board members: embrace whistleblowers and encourage speaking up. Reference to this study: Evidence on the Use and Efficacy of Internal Whistleblowing Systems.(52:37) Books that have greatly influenced her life: children books by William Steig (inspired her parenting).(53:17) Her mentor: Lisa Foster.(54:53)  Quotes that she thinks of often or lives her life by: "The arc of the moral universe is long, but it bends toward justice." (Martin Luther King, Jr)(55:53) An unusual habit or absurd thing that she loves.(56:18) The living person she most admires: whistleblowers generally, "I call them Truth Tellers and Up Standers".Mary Inman is a partner at Whistleblower Partners LLP, a new boutique law firm specializing exclusively in representing whistleblowers under the various U.S. whistleblower reward programs.  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

Delve into Delaware corporate law with Katherine Henderson and Amy Simmerman as they discuss key cases, AI governance structures, shareholder activism, and securities claims. Explore their influential books, admire figures, and personal habits. Learn about Director and Officer Obligations, Governance Matters, and the intersection of securities claims and fiduciary duties.