Boardroom Governance with Evan Epstein

0:00 -- Intro.2:02 -- Start of interview.3:02 -- Victor's "origin story" 5:30 -- Joining Stanford University's Board of Trustees, and later the board of Popeye’s Louisiana Kitchen (NASDAQ: PLKI).9:06 -- His current position as Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.9:53 -- Differences between executive and board searches. "We find people for jobs, not jobs for people"13:01 -- The role of data and automation in the search business.14:48 -- Distinctions between board searches for private and public company boards.17:27 -- Economics of search firms on executive and board placements.20:15 -- On working with Nomination and Governance Committees and the evolution of Board Matrices. On overboarding. On board expertise: cybersecurity, digital, legal, international, etc.28:38 -- Boardroom trends in 2023: Flexibility on C-suite experience, broader demand for specialized expertise (cyber, AI, ESG, etc). On the ESG and DEI backlash. "Companies are looking for supply chain expertise." On geopolitics in the boardroom.32:36 -- What are boards looking for in new directors. "They are looking for really strong core values: integrity, ethics, leadership and judgment." How to build your brand as a director. Functional expertise. "Search firms probably fill 30-40% of open board seats, that tells you that 60-70% are done the old-fashioned way (ie. by other members of the board)."37:35 -- Recommended resources for board members or aspiring board members. Latino Corporate Director Association (LCDA).39:30 -- On boardroom diversity and the state of Latin@s on corporate boards.42:17 -- Measuring effectiveness of board members.44:40 -- Books that have greatly influenced his life: Built to Last, by Jim Collins and Jerry Porras (1994).The Haj, by Leon Uris (1984)The Empire of the Summer Moon, by S. C. Gwynne (2010)46:17 -- His mentors, and what he learned from them: Art Gonzalez (president of the first bank that he worked at)Jerry Porras (Latino Action Business Network)48:35 -- Quotes he thinks of often or lives his life by: "Keep your friends close, and keep your enemies closer." 49:07 -- An unusual habit or an absurd thing that he loves.49:43 -- The living person he most admires: Pope Francis.Victor Arias is a Managing Director and Practice Leader, Consumer and Retail at Diversified Search Group, working primarily in the Board of Directors practice. He is the leader of the firm’s Dallas-Fort Worth office.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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. *reference to our episodes reviewing Succession Season 1: E98 of this podcast (May 22, 2023) and Season 2: E102 (June 26, 2023).2:00 -- Start of interview. 3:50 -- About Sean Berkowitz and the Enron Case: prosecuting Ken Lay and Jeff Skilling (2006).7:05 -- On whistleblowers and avoiding retaliation. "Whistleblowers are one of the trickiest things you can deal with as counsel representing a corporation."11:05 --  Kendall's whistleblower scenario. Conducting internal investigations.15:02 -- On government relations and political interference with federal investigations. "It essentially doesn't work." "The discretion and judgment of a line prosecutor is always going to rule the day."17:22 -- Cooperating with Federal investigations. 21:12 -- The role of the board of a public company under federal investigation.22:52 -- On "shifting to legals", internal investigations by outside counsel, and creating a special committee of the board to remove conflicts of interest.29:16 -- Explaining joint defense agreements. The Archer-Daniels-Midland case (reference to movie The Informant).33:34 -- On the link between good governance and how shareholders value the company, including activists (Josh Aronson scene) and the proxy battle.43:36 -- On sexual harassment complaints (situation between Roman and Gerri involving explicit pictures). The factor of CEO succession and how the board should conduct their selection.50:30 -- On potential GoJo red flags and need for due diligence, including leadership assessment and kicking the tires on their numbers. What could/should board be doing in this situation?55:33 -- Dealing with moguls and founders like Lukas Matsson. "I think that one of the elements at the heart of corporate governance is personal integrity and character... and Matsson is not a good guy."59:49 -- Family governance within public companies. "Ultimately it all comes down to the documents: who can vote what, who has control, who has the ability in a tie break, etc." The problem with "rubber stamping boards." Question: "would any of us invest in a company run by Kendall or Roman?"01:06:11 -- Kendall's Unreliable Testimony to the DOJ ("Queen for a day" opportunity) and Preparation Failure.Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.Sean Berkowitz is a Partner at Latham & Watkins and the Global Chair of the Complex Commercial Litigation Practice. He represents clients in complex litigation and regulatory investigations.__ 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.(1:35) Start of interview. *Link to our first episode: E6 from June 2020.(2:18) On the origin story of her new podcast: The Startup Solution with Heidi Roizen. (4:23) The Case of the Boardroom Blow-Up.  How entrepreneurs should go from 'pitching' to 'partnering' with their investors. "Entrepreneurs get stuck in pitch mode." On terms "happy ears" and "jazz handy." On the golden rule of the boardroom: no surprises. "A board meeting should be a working meeting, it should not be a performance." On "Boardzillas."(15:55) What should entrepreneurs know about how VC funds works? On VCs wearing two hats in the boardroom (as a board member and as an investor). On the Trados case and the Rule of Common Maximization.(19:42) The Case of the Downer Round. On the preference stack and nuances of venture financing. On "structured terms" or "dirty terms." "When an entrepreneur trades structure for valuation, they are almost always giving downside protection in order to get more of the upside." [Heidi's more detailed blog post on down-rounds. Take by Janelle Teng]. On the pendulum of influence from founder-friendly to investor-friendly.(33:00) On secondary transactions of private company shares. On reasonable and/or rational options. On removing founders. "Inside a market there is always is a sub-market, and right now generative AI is very hot."(41:51) The Case of the In-Law Investors. What to consider when doing an angel investment. "When anyone asks me whether they should make a seed investment, I tell them to do so only if 1) they can do so with money they can afford to lose; 2) they don’t mind tying up those funds for seven years or more (it's an illiquid investment); and 3) they have enough additional money to put about 30-40% more in a future round if the opportunity or need arises. More importantly: founders should consider how they would feel if 'family & friends' lost the money as a result of their startup failing. (45:26) The Case of the Strategic Sucker-Punch. The difference between a strategic investor (corporate venture capital investor) vs a pure venture investor: the latter only makes money by buying the stock low and selling the stock high while the former also makes money if its stock also goes up. "They are called strategic investors for a reason: they are using investment dollars to drive strategy that should be additive to their strategy."(49:07) On best practices with board observers. ROFRs.(51:07) On the role of independent directors in startups. Promoting diversity in startup boards. Fred Wilson (USV)'s board diversity proposal.(57:44) On cross-over and PE board governance and cultural distinctions with VC.Heidi Roizen is a venture capitalist, corporate director and ‘recovering’ entrepreneur. She’s a partner at Threshold Ventures__ You can follow Heidi on social media at:Twitter: @HeidiRoizenLinkedIn: https://www.linkedin.com/in/heidiroizen/ The Startup Solution: https://threshold.vc/podcastThreshold VC: https://threshold.vc/   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.2:26 -- On the origin story of their latest book: "The Art and Practice of Corporate Governance." 7:32 -- About the Boeing 737Max case. The cultural shift. "Safety was just a given."12:29 -- About Netflix's "Radical Transparency in the Boardroom." Reference to their 2010 case study "Equity on Demand, the Netflix Approach to Compensation." 18:37 -- On the question of CEOs moving up to the Chairman position, (the role of Executive Chairman).22:39 -- On the evolution of CEO compensation, Say-On-Pay and CEO-to-worker pay ratios.27:06 -- On the practice of awarding "mega grants" to CEOs (particularly with founder-led tech companies, emulating Elon Musk's Tesla case).30:42 -- On compensation issues regarding the recent SVB and other bank collapses. "Incentives are more than just the dollar value."35:11 -- About the "epic misbehavior at Uber", unicorns and other private venture-backed company governance issues.42:42 -- On the double-edged sword of CEO activism. 45:05 -- Engaging employee activists. The Coinbase example. The General Counsel View on ESG Risk (2021).52:35 -- On the backlash on ESG (see previous episode E50 "The Seven Myths of ESG.")57:51 -- Corporate governance topics that they are currently working on: 1) SEC overreach and disclosure, 2) DEI, and 3) What's going on at the board level: new data and insights will be released soon!David Larcker is the James Irvin Miller Professor of Accounting Emeritus at the Stanford Graduate School of Business and he’s a Senior Faculty at the Arthur and Toni Rembe Rock Center for Corporate Governance. His research focuses on executive compensation, corporate governance, and managerial accounting. Brian Tayan is a member of the Corporate Governance Research Program at the Stanford GSB. He has written broadly on the subject of corporate governance, including boards, succession planning, executive compensation, financial accounting, and shareholder relations.__ You can follow the Stanford Corporate Governance Research Initiative on social media at:Twitter: @StanfordCorpGovLinkedIn: https://www.linkedin.com/showcase/corporate-governance-research-initiative/about/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.1:21 -- Start of interview.2:10 -- Lisa's "origin story" 2:59 -- Her connection to Japan.6:29 -- Her experience in investing banking, mostly with Goldman Sachs (20-year career).15:55 -- On her board journey, and the distinctions between serving on private (VC or PE backed) and public boards.19:57 -- On Extraordinary Women on Boards, the organization she co-founded in 2017  to amplify the impact of women inside boardrooms and beyond.  "To be clear, I did not set out to start an organization, this has been totally organic." "There was just a desire for a community of peers who already had a seat at the table in the boardroom." 25:04 -- On current market conditions and impact of pandemic in boardrooms. "I think we are in a high velocity environment of tremendous change, there is a lot of uncertainty." "The remit for directors exploded during the pandemic." "What has changed most for directors is the pace of change, how do you keep up with that?"31:55 -- On the role of the board on growth and down cycles. "One of the hardest things to do when things are going well is making sure to ask a lot of (tough) questions." "There is an opportunity to institutionalize in the boardroom the role of somebody to ask the tough questions, to play the devil's advocate."36:40 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.42:27 -- On boardroom dynamics and progress on boardroom diversity.46:43 -- On geopolitics in the boardroom, particularly on "decoupling" or "de-risking" supply chains with China.48:52 -- Topic in her mind: thinking about the board as a team. 50:58 -- Her take on board evaluations: The good, the bad and the ugly. "You only know as much as you've experienced."53:38 -- A book that has greatly influenced her life: The Choice, by Dr. Edith Eger (2017). 54:43-- Her mentors, and what she learned from them: "I have a lot of mentors who are my peers."56:01 -- Quotes she thinks of often or lives her life by: "To live your life by design not default" (from The Decade Game by Carolyn Buck Luce) and "Define yourself by your aspirations, not your limitations" (Cathie Black).57:45 -- An unusual habit or an absurd thing that she loves.58:54 -- The living person she most admires: her sons.Lisa Shalett is a former Goldman Sachs Partner who serves as a corporate advisor and independent board director. She’s also the co-founder of Extraordinary Women on Boards (EWOB), an organization whose mission is to amplify the impact of women inside boardrooms and beyond.  __ You can follow Lisa on social media at:Twitter: @lisashalettLinkedIn: https://www.linkedin.com/in/lisashalett/Extraordinary Women on Boards: https://www.ewobnetwork.com/__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.2:31 -- Benjamin Mean's "origin story."  He is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.4:14 -- On family businesses, legal education and the Family and Small Business Program at the University of South Carolina School of Law.5:55 -- Douglas Moll's "origin story."  He is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law Center. 9:41 -- Most corporations in the US are closely held. [There are 33.2 million small businesses in the US, which account for 99.9% of all US businesses (SBA, 2022). The Small Business Administration (SBA) defines a small business as a firm that has fewer than 500 employees.] [Half of all U.S. employees work for small businesses.] Moll: "Think of business organizations on a spectrum: on one end of the spectrum you have public corporations, on the other end you have a wide range of corporations whose stock is not publicly traded."12:37 -- Definition of a "closely held corporation": "It's a surprisingly not easy to answer question." "The easiest way to define a closely held corporation is to say that it is a corporation whose stock is not traded on a public market." It is typically taught to have three elements: 1) no market, 2) having a small number of shareholders, and 3) most shareholders also participate in management.14:36-- On the classic problem of minority shareholder oppression in closely held corporations. Also referred to "freeze-outs" or "squeeze-outs." "A controlling owner typically makes all the decisions, controls the company, and there is no exit because of a lack of a market." (Oppressive behaviors are sometimes referred to as freeze-out or squeeze-out tactics, all synonyms.) "The classic freeze-out/oppression problem is that the majority denies the minority shareholder of both financial rights and participatory rights."20:55 -- How these problems have been solved ex-ante (contractual arrangements).22:58-- On ex-post solutions (as a matter of equity, common law fiduciary duty protection or statutory oppression protection). "In the US, depending how you count them, there are about 40 states that have a statute that allows a minority shareholder to seek the dissolution of a company or some other less drastic relief such as a buyout on the grounds of oppressive conduct by the directors or those in control." "There are another dozen states (and some allow both) that provide relief to minority shareholders via the rubric of fiduciary duties owed by controlling shareholders."26:46 -- On the jurisprudence on oppressive conduct, particularly since the Donahue v Rodd case, 367 Mass. 578 (Mass. 1975) 328 N.E.2d 505.29:19 -- On the influence of F Hodge O'Neal and his treatise on Oppression of Minority Shareholders (first published in 1961).31:29  -- On the "Reasonable Expectation" approach. "It's now the dominant approach when a court is evaluating a shareholder dispute in closely held corporations." What does "oppressive conduct" mean. 35:39  -- On conflict of interest transactions and related-party transactions. "Most states regulate these transactions, they are not per se illegal, but require more scrutiny. They typically require all material information to be fully disclosed and: 1) approved by disinterested directors, or 2) approved by disinterested shareholders; or 3) they must be fair (to be decided by a judge or jury)."39:58  -- On the lack of independent directors in closely held corporations, and hence lack of deference to the business judgment rule.43:51  -- On litigation in closely held corporations: "Most disputes litigated in jurisdictions (outside of Delaware) involve closely held corporations."46:10 -- On Ben and Doug's latest paper: Against Contractual Formalism in Shareholder Oppression Law, U.C. Davis L. Rev. __ (forthcoming 2023).49:30  -- Other important issues to highlight for directors of closely held corporations. Per Doug Moll: "The business judgment rule might not protect you in all scenarios." "There is a whole specialty around contractual protections in closely held corporations." Per Benjamin Means: "Directors have to think about oppression issues in M&A deals involving closely held corporations."52:40 -- What are the 1-3 books that have greatly influenced your life: Doug:Academic work: Oppression of Minority Shareholders by F.Hodge O'Neal & Thomson Treatise.Non-academic books: Dave Eggers and children's books that he read to his kids (Mr. Happy).Ben: Isaiah Berlin's "Value Pluralism"55:04 -- Who were your mentors, and what did you learn from them?Doug: his colleagues collectively.Ben: Douglas Moll!56:48 -- Are there any quotes you think of often or live your life by? Ben: "Don't ask, don't get" by Judge William B. Traxler, Jr.Doug: "It's either good or it's a good story." 58:14 -  An unusual habit or an absurd thing that they love: Ben: daughter singing Gimme! Gimme! Gimme! (A Man After Midnight) from listening to Mamma Mia! Doug: Pickle ball.01:00:15-  The living person they most admire:Ben: Judge Rosemary S. Pooler.Benjamin Mean is a Professor of Law and the John T. Campbell Chair in Business and Professional Ethics at the University of South Carolina School of Law.Douglas Moll is the Beirne, Maynard & Parsons, L.L.P. Professor of Law at the University of Houston Law 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.1:09 -- Start of interview.1:37 -- Cindie's "origin story."3:41 -- On her executive career before joining boards.5:31 -- On her turnaround CFO career. Joining Tatum, an executive services firm, and her CFO turnaround/crisis practice. 15:14-- Her transition to public company board service. Her first board role in 2003 with Horizon Organic Holdings (based in Denver, CO). "The CEO wanted a financial expert and a mom in the boardroom." Her second board, also in 2003, was with Tractor Supply. She later joined B&G Foods as it went public (based in New Jersey). She retired from her day job in 2013 and focused on her board career with four boards, including Office Depot, Darden Restaurants and Big Lots.23:34 -- Her experience with high profile activist campaigns led by Jeffrey Smith from Starboard Value in Office Depot (2013) and Darden Restaurants (2014). "Darden is a tremendous success story, and it's really thanks to management [Gene Lee who became CEO, and Rick Cardenas who is the CEO now. They are the ones that made it happen."30:15 -- Her thoughts on how to address the market downturn from the boardroom's perspective. "Boards should look at liquidity (~24 months) and incentive comp plans."34:13 -- Her take on ESG. "I don't know who put E, S, and G together because they are three completely separate areas." "A lot of the political pressure is just a communications challenge." "Any topic du jour [and ESG falls in this category] is a luxury that you can only have when times are good." "When times get tough [like in current market down cycle], the focus is all on the top line and bottom line, anything else is a luxury. So I'm not surprised that people have pushed back against ESG, since they want better results and earnings, giving back to shareholders what they want to be getting." 36:54 -- On the role of corporations in society. "ESG may be really important for society, but is it the company's job or the Government's job? Who should be policing it?" Reference to Milton Friedman's 1970 letter "The Social Responsibility of Business is to Increase its Profits."39:11 -- On boardroom dynamics involving generational shifts (both on boards and C-suite), diversity and post pandemic trends. "The dynamics of human capital have changed." "I personally think that the next big push for board members is going to be human capital experts." 47:25 -- On the evolution, opportunities and challenges of boardroom diversity.55:10 -- The books have greatly influenced her life: she's a big fan of Anna Quindlen and Edith Wharton.55:50 -- Her mentors, and what she learned from them.56:48 -- Quotes she thinks of often or lives her life by: "You're never as good as you think you're are and you're never as bad as you think you are."57:37 -- An unusual habit or an absurd thing that she loves: Orange Theory.58:26 -- The living person she most admires: "The unsung hero."Cynthia Jamison is a public company chair and board member; financial expert and retired turnaround CFO. She currently serves on the boards of Office Depot, Darden Restaurants and Big Lots.__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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.1:18 -- Start of interview.1:53 -- Alicia's "origin story" and her career in finance and search/recruiting industry.4:52 -- Her role founding investment firms. She was the first employee and CAO at Mount Kellett Capital Management and founded Pantegrion Capital, an investment vehicle focused on seed and early stage investments. 7:02 -- Her journey in the corporate board world. She's now the Chair at Digimarc (Nasdaq: DMRC).8:11 -- On the distinctions between private and public boards.12:24 -- On the NY tech scene.17:02 -- On the exodus of finance/tech executives from NY post-pandemic.18:47 -- The origin and mission of the Madam Chair, a collaborative group of 200+ female Chairs and Lead Directors of publicly-traded companies.29:11 -- Some lessons after joining a public company board.33:32 -- Her take on the role of the board in strategy and innovation. "It's absolutely the board's role to ask very smart questions." "Innovation should be baked into a risk review process."37:48 -- Her take on ESG, the anti-ESG backlash and the politicization of corporate governance.43:00 -- On the geopolitical concerns in the boardroom, particularly on "decoupling" or "de-risking" with China.45:32 -- Her thoughts on board education, and staying up to date (for example, with feedly app).47:56 -- The books have greatly influenced her life: the classics from high school (1984, The Bell Jar, A Confederacy of Dunces, The Catcher in the Rye, etc.)49:37 -- Her mentors, and what she learned from them: "It's more of a mindset for me where I see people doing great things and I think wow, how do I do that."51:00 -- Quotes she thinks of often or lives her life by: "This too shall pass." "The best is yet to come."51:42 -- An unusual habit or an absurd thing that she loves: Mac and cheese.52:18 -- The living person she most admires: Volodymyr Zelenskyy.Alicia Syrett currently serves as the Chair of Digimarc (Nasdaq: DMRC) and founded the Madam Chair group, an organization with 200+ female Chairs and Lead Directors of publicly traded companies. __ You can follow Alicia on social media at:Twitter: @AliciaSyrettLinkedIn: https://www.linkedin.com/in/aliciasyrett/Madam Chair: www.madam-chair.com__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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. *Note: you can check out our analysis of Succession's first season in E98 of this podcast (published on May 22nd, 2023).1:43 -- Start of interview.4:03 -- Governance challenges to family-owned companies.5:50 -- On Kendall's car accident and legal implications. Issues of corporate wellness, mental issues and drug-use. *Story on Tyson Foods' CFO.10:55 -- Waystar’s response to “bear hug” offer from Maysberry. “I saw their plan, but my father's was better.” On disclosure process and vetting of public statements.17:34-- Impact of explosion of Waystar rocket in Japan (after Roman rushed the launch).18:45-- On Shiv's prospects as CEO of Waystar.20:13 -- On the role of the board in the "bear hug," conflicts of interests, and lack of an independent committee of the board.21:25 -- The Pierce acquisition to block Sandy and Stewy. On the role of third-party advisors (investment banks) and the Jamie Laird character.27:46 -- On sovereign wealth funds looking to control the news through ATN. On the character of Mark Ravenhead.33:10 -- The Vaulter shutdown and question on unions.41:04 -- Revelation of cruise line issues (press report) lead to loss of business opportunities (Pierce, etc.) and loss of key employees (Rhea’s departure). The accounting whistleblower. Rhea, worrying that she’s agreed to be CEO of a “dumpster fire pirate death ship” says, “Either they did know, which is terrible, or they didn’t know, which is an unconscionable lack of control.” (Caremark standard) 47:17 -- The Congressional hearing. How should CEOs and/or management prepare for congressional hearings? "This is not a court house, it's a stage." "Testifying in Congress is much more similar to being on a Sunday morning news show." "The clock is your friend here." "In circumstances like that, sometimes the best answers are yes, no, or I don't recall - as opposed to speechifying about something."54:35 --  The questionable decision of having a general counsel testify in Congress. On waivers of attorney-client privilege.1:00:26 --  The "blood sacrifice" offered by Waystar Royco after the Congressional hearing. Caremark standard and the fallacy of "what you don't know can't hurt you" (willful blindness). The NRPI ("No Real Person Involved") notations in shadow logs.1:09:26 --  Cultural and reputational issues and the way the show connects them to shareholder value. Culture of fear and bullying. Sexual harassment and improper behavior.Kate O'Leary is the Global Executive Litigation Counsel at General Electric Company.__ You can follow Evan on social media at:Twitter: @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.1:16 -- Start of interview.1:55 -- Georgia's "origin story". 2:42 -- The founding story of her company Tumelo.5:37 -- On their differentiation with the divestment movement. Referenced: ShareAction, AMNT.8:01-- On her role as a member of Aviva's Independent Governance Committee.10:15 -- On the rise of institutional investors and their impact on corporate governance, along with concentration of power. Reference to E89 with Jan Van Eck: "Some Index Fund Companies Have Become Too Large To Be Left Unchecked."16:54 -- On large asset managers passing-through voting power to beneficial owners (ie. BlackRock's Voting Choice). The opt-in model.23:15 -- The contrast of ESG vs anti-ESG trends in the US and the UK. Reference to Vivek Ramaswamy (founder of Strive Asset Management) and Konstantin Kisin (UK-based commentator, anti-woke positions).26:44 -- On the influence of the UK Stewardship Code.30:34 -- On the role of proxy advisors (ie ISS and Glass Lewis) in proxy voting. "I think more diversification in that space is going to be important and inevitable (and technology will help with that)."37:14 -- On the rise of retail investing post-pandemic and the impact of voting technologies. "The future of retail investor voting is all about the experience on the platform." Reference to Robinhood's acquisition of Say ($140m).42:13 -- Issuers and directors will need to think about the new paradigm of investor communications.43:33 -- The books that have greatly influenced her life: Chimamanda Ngozi Adichie books. "They changed and improved the way I think about race."44:21 -- Her mentors, and what she learned from them: Her dad.45:27 -- Quotes she thinks of often or lives her life by: "You only live once, but if you do it right, once is enough." (Mae West).45:46 -- An unusual habit or an absurd thing that she loves: Foraging.  46:45 -- The living person she most admires: Paula Radcliffe.Georgia Stewart is the CEO and co-founder of Tumelo, a UK based fintech company seeking to change the landscape of stewardship and investor voting. __ You can follow Georgia on social media at:Twitter: @IAmGeorgiaSLinkedIn: https://www.linkedin.com/in/georgia-stewart-861697107/Tumelo: www.tumelo.com__ You can follow Evan on social media at:Twitter: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__You can join as a Patron of the Boardroom Governance Podcast at:Patreon: patreon.com/BoardroomGovernancePod__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