Podcast
Boardroom Governance with Evan Epstein
Hosted by Evan Epstein · EN
Boardroom Governance with Evan Epstein features in-depth conversations with leading voices in corporate governance, including founders, board members, executives, investors, scholars, lawyers, and other trusted advisors. Through long-form interviews, the podcast explores the people, decisions, trends, risks, and ideas shaping today’s boardrooms. Each conversation combines practical governance insights with personal experiences, leadership lessons, and the career journeys of some of the most accomplished minds in business.
38episodes
Episodes
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Jeff Epstein (Bessemer Venture Partners): Why Effective Boards Spend Time on Decisions Not Yet Made
Jan 2000:55:39Tap to summarize(0:00) Intro(1:45) About the podcast sponsor: The American College of Governance Counsel(2:31) Start of interview(3:04) Jeff's origin story. Began career in investment banking at First Boston before transitioning to a 25-year run as CFO across media companies (King World, Nielsen) and tech (DoubleClick, Oracle).(7:16) Transitioning to Bessemer Venture Partners.(8:40) Focusing on his board career and audit committee member. ValueClick, Priceline (Booking Holdings).(11:06) Growth in Public vs. Private Markets(12:49) The State of European Entrepreneurial Ecosystem(13:41) The Role of BVP CFO Council(15:31) Understanding California and Silicon Valley's Unique Culture(18:44) AI's impact on the CFO role(20:54) Dynamics Between CEOs and CFOs(23:12) CFOs in Startups vs. Public Companies "We've observed that about 5% of the headcount of any co' at any size is in the finance dpt.")(25:25) CFOs as Board Members(27:35) Board decisions on CEO hiring and firing. "The CEO's role is to articulate an effective strategy, to hire a great team, and then to execute that strategy well using that great team." "If over five years the CEO has never changed their mind based on board input, you have the wrong board."(30:36) On effective Board Composition(32:41) Navigating Shareholder Activism, including his experience at Twilio(37:35) The Debate: Stay Private or Go Public. "There are three ownership structures: public companies, PE-owned companies (where PE controls CEO), and founder-controlled private companies" "I think you're going to see quite a few companies stay private forever or for decades."(39:30) Preparing for the Future of Venture Capital (41:13) Optimizing Board Meeting Content. "Effective boards: 2/3 of time on未made decisions. Ineffective boards: show and tell." "Best-run companies: CEO encourages board members to meet with executives outside board meetings."(45:50) Books that have greatly influenced his life:The Snowball: Warren Buffett and the Business of Life by Alice Shroeder (2008)My Early Life by Winston Churchill (1930) How to Talk So Kids Will Listen & Listen So Kids Will Talk by Adele Faber and Elaine Mazlish (1980)(47:07) His mentors (50:50) Quotes that he thinks of often or lives his life by "You want to live your life to have a seamless web of deserved trust" by Charlie Munger(53:15) An unusual habit or an absurd thing that he loves. Reading adventure stories from G.H. Henty(54:01) The living person he most admires: Warren BuffettJeff Epstein is an operating partner of Bessemer Venture Partners where he leads BVP’s CFO Council. He is a former CFO of Oracle and currently serves on the boards of Autodesk, AvePoint, Okta, and Twilio (previously at Kaiser Permanente and Booking Holdings). 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
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Joe Grundfest (Stanford): 2026 Predictions and 2025 Reflections
Jan 1200:56:03Tap to summarize(0:00) Intro(2:00) About the podcast sponsor: The American College of Governance Counsel.(2:45) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24 and E161 from '25)(4:43) IPO Environment. Reference to paper by Mark Roe: Half the Firms, Double the Profits(11:58) Elon Musk's $1 Trillion Pay Plan "We will pay you an outrageous amount if you achieve preposterous results."(14:40) Delaware's Supreme Court Decision Reversing the Chancery's Rescission of Elon's $56B (now $139B) Tesla comp (20:08) The AI Bubble "We're either in a bubble or a bubble is inevitable."(25:24) OpenAI's Restructuring *more about the restructuring in this article(28:18) Predictions on Elon Musk vs OpenAI trial(32:47) Delaware Exodus "I describe Delaware now as the prostate of corporate law" "it's too soon to make a move from Delaware"(36:16) Evolution of the Caremark Doctrine "the big enchilada"(38:09) Delaware Attorney Fee Awards. *Reference to Joe Grundfest's paper on this topic.(40:34) SEC enforcement focus (41:20) Biggest winner in business in 2025(42:42) Biggest loser in business in 2025(44:11) Biggest business surprise in 2025(44:46) Best corporate governance trend from 2025(46:00) Worst corporate governance trend from 2025(48:28) What’s the biggest corporate governance trend to watch out for in 2026(50:00) Thoughts on SEC (and other agencies) having Commissioners from a single party(54:34) The Chicken!Joe Grundfest is W.A. Franke Professor of Law and Business Emeritus at Stanford Law School, and Senior Faculty of the Arthur and Toni Rembe Rock Center for 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
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David Berger: Year-End Reflections on Corporate Governance and the Road Ahead
Dec 2300:53:24Tap to summarize(0:00) Intro(1:31) About the podcast sponsor: The American College of Governance Counsel.(2:18) Start of interview. *Reference to prior episodes with David (E24 from Nov 2020 and E159 from Dec 2024)(3:22) 2025 highlights from the American College of Governance Counsel(4:55) The Rome Conference on AI, Ethics, and the Future of Corporate Governance(6:52) The Dual-Class Share Debate (reference to his paper Performance Leads Governance)(12:06) Emerging Governance Structures in AI companies, including Public Benefit Corporations (PBCs) "mission driven"(23:02) The AI Bubble Debate ("from a technology standpoint, I don't think we're in a bubble. From a valuation standpoint, we may be very well in a bubble.") Reference to my article on AI Washing Goes Criminal.(27:00) Big Tech vs. Little Tech Dynamics "We're going to have, at some point, a shakeout. It's impossible for all of these companies to be successful."(29:55) The Shift to Private Markets(34:15) Delaware's Governance Challenges (*reference to E194 on Silicon Valley 150 Report) "Since TripAdvisor, about 50 companies have left Delaware."(39:45) AI and Cybersecurity in the Boardroom(40:42) On Mandatory Arbitration(42:03) Biggest winner in business in 2025: Tech broadly, Silicon Valley particular.(43:40) Biggest loser in business in 2025: Delaware(45:15) Biggest business surprise in 2025(47:19) Best corporate governance trend from 2025: Renewed and strong focus on ethics.(50:00) Worst corporate governance trend from 2025: Partisanship(50:58) What’s the biggest corporate governance trend to watch out for in 2026: the role of politics in the boardroom(51:35) One piece of advice for directors heading into 2026: the role of AI in the boardroom and in the companyDavid Berger is a partner at Wilson Sonsini and the President of the American College of Governance Counsel. 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
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Richard Blake: Key Takeaways from the 2025 Silicon Valley 150 Governance Report
Dec 1501:00:38Tap to summarize(0:00) Intro.(1:27) About the podcast sponsor: The American College of Governance Counsel.(2:14) Start of interview. *Reference to prior episodes/reports with Richard (E126 from Feb 2024 and E158 from Dec 2024)(3:11) AI dominance in public and private markets(4:14) About WSGR's 2025 SV150 Corporate Governance Report. Major Findings in DEI Disclosure (impact on board diversity)(12:25) Broader ESG Changes and Challenges to SEC Climate Disclosure Rule(16:03) California approach to climate risk disclosures (SB 253 and SB 261) and greenhouse gas emissions disclosure(19:04) State vs. Federal Regulatory Landscape(21:13) On SEC's change of policy relating to mandatory arbitration bylaws(23:41) SEC Changes Under Chair Atkins: changes in exec comp disclosures and removing quarterly reporting (27:18) SEC Changes to Rule 14a-8 proposals(29:23) On Lack of Minority Party SEC Commissioners(32:30) Delaware vs. Other States on Corporate Incorporations(39:26) Other findings from the 2025 report. Including on dual-class shares and sunset provisions.(41:12) The State of Private Markets, IPOs and VC(49:55) Biggest winner in business in 2025(50:55) Biggest loser in business in 2025(53:00) Biggest business surprise in 2025(54:32) Best and worst corporate governance trend from 2025(58:18) What’s the biggest corporate governance trend to watch out for in 2026Richard 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
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Michelle Leder (Footnoted): Uncovering Hidden Risks in SEC Filings
Dec 800:52:39Tap to summarize(0:00) Intro(1:21) About the podcast sponsor: The American College of Governance Counsel(2:08) Start of interview(2:36) Michelle's origin story(4:33) The Origins of Footnoted (started in 2003)(6:36) Understanding SEC Filings and Disclosures(7:20) The "Friday Night Dump"(9:34) The State of Public vs. Private Markets(12:40) The Rise of Private Markets and Challenges of Public Markets(18:43) Red Flags in SEC Filings(22:03) The Evolution of Executive Compensation and Elon Musk's Comp(28:53) Egregious Corporate Governance examples: Sketchers.(30:08) The problem of Related Party Transactions.(31:37) Independence and Compensation of Board Members (32:36) Quote of Charlie Munger and Warren Buffett on this topic(36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era? (40:18) Reference to my article on AI washing(41:43) The Importance of SEC Changes (only 3 commissioners from a single party)(43:22) The Role of Markets in Everyday Life(47:45) Books that have greatly influenced her life:The Jungle by Upton Sinclair (1906)Germinal by Émile Zola (1885)Crying in H Mart by Michelle Zauner (2021)(48:20) Her mentors: Nell Minow, Diana Henriques, and Thornton O'Glove.(49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy"(50:52) An unusual habit or an absurd thing that she loves. Michelle Leder is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings. 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
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Erik Lie: Catching Cheats, Fraud Detection, and the Board’s Evolving Role
Nov 2401:00:24Tap to summarize(0:00) Intro(1:30) About the podcast sponsor: The American College of Governance Counsel(2:16) Start of interview(3:01) Erik's origin story(6:10) His role at the Tippie College of Business at the University of Iowa.(7:49) Exploring his book Catching Cheats(9:39) About the field of forensic economics(11:00) The Challenge of Private Market Data and Fraud *Reference to our Startup Litigation Digest(16:24) Board Responsibilities in Fraud Detection(19:03) Challenges for private company boards(21:22) Insights and red flags from the Madoff Case(26:30) Insider Trading and Its Challenges(31:29) The Role of Whistleblowers in Fraud. Reference to E142 with Tyler Shultz and E130 with Mary Inman (whistleblower attorney)(35:44) Cultural Perspectives on White-Collar Crime(39:59) The Intersection of Vision and Fraud(41:27) Fraud problems in academia(44:00) The Impact of AI on Fraud Dynamics *suggested read: The Trillion Dollar Governance Reckonings(49:46) The role of directors in the stock backdating scandals "they were happy beneficiaries"(51:03) Books that have greatly influenced his life:Animal Farm by George Orwell (1945)Into Thin Air by Jon Krakauer (1997)(53:45) His mentors *discussion about the Norges Bank Investment Mgmt Fund ($2T AUM) and its ethical issues.(56:23) Quotes that he thinks of often or lives his life by.(57:10) An unusual habit or an absurd thing that he loves. (58:08) The living person he most admires: Bill Gates.Erik Lie is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight. 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
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Jorge Titinger: Leadership, Governance, and the Erosion of Trust
Mar 3, 202501:01:34Tap to summarize(0:00) Intro(1:15) About the podcast sponsor: The American College of Governance Counsel(2:02) Start of interview(2:48) Jorge's origin story(6:03) His executive career in Silicon Valley (including computer and semiconductor industries)(9:00) On his board experience (he has served in ~20 boards)(11:32) Distinctions between serving on different types of boards (public/private/non-profits/etc). On non-profits: "the board is really there for what they call the 3 W's: wisdom, work, or wealth."(12:55) On startup governance.(19:24) On the backlash on ESG/DEI and his book Differences that Make a Difference (2019). "I think the companies that embarked on DEI programs for the sake of checking a box or purely for the sake of compliance are the ones that need to change or got in trouble."(28:49) Differences between CEO coaching and board membership. "Most engineers need to get way better at EQ. When you get into leadership, it's a lot more about influence than being right."(31:26) On founder-led companies and governance.(37:00) On the impact of AI on business and boards. *Reference to E162 with Nora Denzel on NACD's BRC on tech in the boardroom.(44:30) On trend of AI companies incorporating as PBCs.(46:55) Books that have greatly influenced his life:Good to great by Jim Collins (2001)Crossing the Chasm, by Geoffrey Moore (1991)The Hard Thing About Hard Things, by Ben Horowitz (2014)Philosophy: Buddhism(48:42) His mentors: parents, Russell Redenbaugh, and his karate instructor.(51:44) Quotes that he thinks of often or lives his life by. (52:37) An unusual habit or an absurd thing that he loves. Sports examples and analogies with business world.(54:38) On the impact of work from home. "Trust has gone from imperative to imperiled"(58:00) The living person he most admires: Reed Hastings. *Reference to Netflix board case studyJorge Titinger is the founder and CEO of Titinger Consulting, a boutique consulting firm focused on strategy development, the cultural aspects of M&A, corporate transformations and leadership coaching. 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
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David Chun (CEO, Equilar): The Boardroom Diversity Backlash—A Shifting Pendulum
Feb 24, 202500:48:10Tap to summarize(0:00) Intro(1:38) About the podcast sponsor: The American College of Governance Counsel(2:25) Start of interview. *Reference to prior episode with Dave (E25 from Dec 2020)(3:30) Equilar's current focus. New: Equilar Research Intelligence Copilot ERIC(7:49) The current status of boardroom diversity. Latest (Q3 2024) Equilar Gender Diversity Index(10:05) On boardroom refreshment(11:25) On digital/technology/AI directors(13:15) Executive (and Director) Compensation trends.(17:36) On the current ESG/DEI backlash ("at the end of the day you have to do what's best for the business")(20:13) On the boom and bust of SPACs ("incentives were misaligned")(23:05) On the governance of private equity and VC backed companies. Reference to VCBA in SF 5/14 and NYC on 10/28(28:15) AI's impact on governance and new corporate structures (PBCs) (32:36) On the growing influence—and disruption—of Silicon Valley in Washington, D.C. ("this feels like Uber")(37:27) The evolving dynamics of California’s business landscape ("if it wasn't for the AI boom, I think we'd be in a pretty hurting spot")(41:21) On the current backlash against Delaware and Elon Musk's pay package at Tesla *Reference to Delaware's SB21(44:43) Looking Forward: the importance of AI in the boardroom ("the genie is out of the bottle")David Chun is the Founder & CEO of Equilar, a leading provider of executive intelligence solutions for board and executive recruitment, compensation, and governance strategies. 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
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Rick Alexander: On the Rise of PBCs in the AI Industry and Firm-Specific vs. Diversified Investor Duties
Feb 17, 202500:55:08Tap to summarize(0:00) Intro.(1:33) About the podcast sponsor: The American College of Governance Counsel(2:20) Start of interview. *Reference to prior episode with Rick (E14 from Aug 2020)(3:32) Update on Public Benefit Corporations (PBCs) from prior episode (2020)(6:00) Surge of VC investments in PBCs driven by AI startups. *Reference to E159 with David Berger on Anthropic's structure(9:48) The OpenAI Controversy (conversion from non-profit to PBC)(13:25) On Dual-Class Share Structures in tech companies(17:10) On Danone and BP as examples of shareholder activism from hedge funds.(18:57) On "Stay private vs Go Public" debate. *Reference to E157 with Tom Callahan, CEO of Nasdaq Private Market(27:17) On the current ESG/DEI backlash ("I think it's an anti-shareholder backlash")(30:52) On the current backlash against Delaware as the favored corporate home(35:26) The McRitchie v. Zuckerberg Case (firm-specific vs diversified equity investors' fiduciary duties)(46:54) On the concentration of power by institutional investors *Reference to E118 with John Coates, from Harvard Law School. Reference to Freshfield's report A Legal Framework for Impact (2021) (52:03) Looking Forward: US boards under the EU Directive on Corporate Sustainability Due Diligence.Rick Alexander is the CEO of Shareholder Commons. He is also a leading expert in public benefit corporations. 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
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Jonathan Goodman (Deloitte): Governing Strategy
Feb 10, 202500:59:01Tap to summarize(0:00) Intro(1:35) About the podcast sponsor: The American College of Governance Counsel(2:21) Start of interview(3:00) Jonathan's origin story(5:10) His start in journalism(7:05) Founding Monitor Canada with Roger Martin (1987)(9:43) Transitioning to Deloitte Monitor (2013) (12:18) About Deloitte Canada’s Podium Club for Directors that he leads.(13:38) How Trump's tariffs may impact Canada (note: this podcast was recorded on 1/24, before tariffs went into place)(17:57) What is strategy? "I think of strategy as choice"(20:20) The role of the board in strategy. "The best CEOs seek advice from their boards, not a grade"(25:39) The questions board members ask matter. "The question is the asset" "Ask questions and question the answers" (30:40) Rethinking Board Information Approaches *Reference to Netflix board case study(33:30) Embracing Uncertainty and Risk(37:55) Private vs. Public Strategy Dynamics(42:10) The Role of Culture and Talent in Strategy (scope of company founders)(46:55) Key Strategic Priorities for Directors (beyond idiosyncrasies of each company): 1) Geopolitics; 2) Technological Shifts (AI, Cyber, etc); and 3) Talent (Workforce and People).(53:10) Books that have greatly influenced his life:Atlas Shrugged by Ayn Rand (1957)The Final Days by Bob Woodward and Carl Bernstein (1976)On Becoming a Person by Carl Rogers (1961)(55:58) His mentors.(56:41) Quotes that he thinks of often or lives his life by. Jonathan Goodman is a vice Chair and member of the board of Deloitte Canada, where he leads the firm’s CEO and Boardroom programs, including Deloitte Canada’s Podium Club for Directors. He is also Global Chair and former global Managing Partner of Monitor Deloitte. 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
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