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
Newest firstAll episodes
Jeff Thomas (Nasdaq): The State of Public Markets in 2025
Feb 3, 202500:44:29Tap to summarize(0:00) Intro.(1:52) About the podcast sponsor: The American College of Governance Counsel(2:39) Start of interview. *Reference to prior episode with Jeff (E46 from Oct 2021)(3:42) On Nasdaq's IPOs in 2024 (180 IPOs raising $23B). Looking ahead in 2025.(6:23) What to expect facing new Administration. Reference to Nasdaq's IPO Pulse Index.(8:59) The three priorities for boards considering an IPO: strategic quality, risk management, and succession planning (people).(11:14) On the ruling striking down the Nasdaq Diversity Rule(14:27) On the political backlash against ESG and DEI in the US(18:00) On global markets and the new geopolitical landscape. Nasdaq as "the trusted fabric of the financial markets". Reference to article by Nelson Griggs, Nasdaq President.(22:32) On the "stay private vs go public" debate, and arguments for public listings: 1) access to capital, 2) liquidity, 3) creating an acquisition currency, and 4) having the brand and the trust of a public company.(27:00) Private Equity backed companies going public.(29:50) On the influence of AI in public markets and in governance. Boardvantage's AI solutions for directors.(35:30) Outlook for 2025.(39:55) On direct listings and SPACs (50 SPACs on Nasdaq in 2024)(40:36) On board education. Reference to the 3rd VC-Backed Board Academy (VCBA) on May 14, 2025, at Cooley in SF.Jeff Thomas serves as EVP, Chief Revenue Officer, and Global Head of Listings at Nasdaq. 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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Nora Denzel: Technology Leadership in the Boardroom
Jan 27, 202500:58:12Tap to summarize(0:00) Intro.(1:47) About the podcast sponsor: The American College of Governance Counsel(2:34) Start of interview. *Reference to prior episode with Nora (E74 from Oct 2022)(3:42) About the 2024 NACD Blue Ribbon Commission on Technology Leadership in the Boardroom: Driving Trust and Value(7:29) On the evolving role of the board overseeing technology and cybersecurity(10:41) On the surge of AI technology and its underlying infrastructure(13:15) The role of trust in the age of AI(17:22) How to think about ROI in technology from the boardroom(20:12) Board composition and technology expertise(27:19) Recommendations or takeaways from the BRC Report.(31:00) On AI regulation "It's really important to self-regulate"(34:13) Technology strategy and board committee structures(38:38) Tech aptitude in directors: 1) digital outsiders, 2) digital immigrants, 3) digital early adopters and 4) digital natives(41:52) On board education "needs to be more like Call of Duty" "directors should be learn-it-all's, not know-it-all's"(43:25) Best practices for board evaluations "you can only operate at the speed of trust" "the chair sets the tone"(46:42) On "Zero-based agenda setting"(49:14) Priority items for boards in 2025: talent in the boardroom/company, and having "THE meeting to govern Tech/AI"(52:02) On being "courageously optimistic" and how to address AI doomsayers(56:22) Nora's Top 6 Recommendations for Board Members to Become more Familiar with AINora Denzel is a Silicon Valley technology executive. She serves as the Lead Independent Director and Chair of the NomGov Committee at AMD. She also serves on the Gen Digital (NASDAQ: GEN), SUSE S.A. and NACD boards. 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: Reflecting on 2024 and What’s Next for Business and Governance
Jan 20, 202500:45:18Tap to summarize(0:00) Intro(2:06) About the podcast sponsor: The American College of Governance Counsel(2:53) Start of interview. *Reference to prior episodes with Joe (E1 from '20, E35 from '21, E84 from '23, E123 from '24)(4:53) The future of the SEC with Chairman Paul Atkins (6:30) New approach to crypto by SEC(9:40) On the politicization of corporate governance(10:48) On the future of ESG ("Extremely Subjective Guessing") and DEI ("Decrease Emphasis Immediately")(14:18) On DOGE, and how it plays out(17:13) On the influence of Silicon Valley in the new Trump Administration(21:40) On Delaware’s Corporate Landscape (two canaries in the coalmine: pre-IPO incorporations and re-domestications)(25:01) On the Tornetta v Musk case, and challenging the award of $345 million in attorneys' fees to the plaintiffs(28:54) AI and the malpractice insurance system. "How AI eats the world"(32:52) On OpenAI's structure and PBCs. On "exit tax" from converting from non-profit to for-profit.(36:49) How do corporations relate to (an increasingly polarized) society: big theme for 2025.(38:05) Biggest winner and loser in business in 2024(40:38) Biggest business surprise in 2024 (42:46) Best and worst corporate governance trend from 2024(43:05) What’s the biggest corporate governance trend to watch out for in 2025Joe Grundfest is the William A. Franke Professor of Law and Business Emeritus at Stanford Law School and Senior Faculty at the 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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Ben Joseloff: The Board's Guide to CFIUS and Evolving National Security Reviews
Jan 6, 202500:57:35Tap to summarize(0:00) Intro(1:43) About the podcast sponsor: The American College of Governance Counsel(2:29) Start of interview(3:11) Ben's origin story(9:39) His start at Cravath in 2010(10:54) His time at the U.S. Treasury Department and the White House. (15:04) About CFIUS. Reforms from FIRRMA (2018). Control transactions and minority investments in critical technologies, critical infrastructure, or sensitive personal data.(24:45) Trends in transaction reviews. CFIUS Annual Report to Congress – CY 2023(30:00) Presidential prohibitions under CFIUS. (32:23) CFIUS and crypto.(34:02) The TikTok case.(36:14) Restrictions on outbound investments in China: AI, semiconductors, and quantum computing.(42:13) De-risking vs de-coupling from China. Geopolitics and the boardroom.(44:40) Industrial policies.(47:21) Advice for corporate directors on national security matters.(49:30) Books that have greatly influenced his life:Wind, Sand and Stars by Antoine de Saint-Exupery (1939)Elements of Style by Strunk and White (1918)(51:46) His mentors. (53:04) Quote that he thinks of often or lives his life by. The "Spirit of Liberty" Speech Judge Learned Hand (1944)(54:34) An unusual habit or absurd thing that he loves.(55:42) The person he most admires. 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: Ending the One-Size-Fits-All Model of Corporate Governance
Dec 30, 202401:02:08Tap to summarize(0:00) Intro.(2:14) About the podcast sponsor: The American College of Governance Counsel(3:01) Start of interview. *Reference to prior episode with David (E24 from Nov 2020)(4:22) David's description of the ACGC(7:56) Post-Election Governance Changes (SEC, FTC, etc). ESG and DEI considerations. Federal vs state regulatory matters.(13:06) On crypto and digital assets in the new Trump administration.(14:51) On DOGE led by Elon Musk and Vivek Ramaswamy(18:46) Delaware's challenge as the Favored Corporate Home(26:54) Elon Musk's Rescinded Compensation in Tornetta v Musk, the plaintiff attorneys' fees.(31:04) On the Rome Conference on AI, Ethics, and the Future of Corporate Governance (April 2024).(35:18) Public Benefit Corporations (PBCs) in the AI industry. On Anthropic's LTBT. On corporate purpose.(46:56) ServiceTitan's compounding IPO ratchet (reference to my article about it). IPO market.(52:06) Biggest winner and loser in business in 2024(53:54) Biggest business surprise in 2024 (55:10) Best and worst corporate governance trend from 2024(57:41) Charter competition among states, and Federal vs. State Corporate Governance(1:00:04) What’s the biggest corporate governance trend to watch out for in 2025David Berger is a partner at Wilson Sonsini and serves as 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: 2024 Silicon Valley 150 Corporate Governance Report
Dec 23, 202401:01:32Tap to summarize(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
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Tom Callahan, CEO of NPM: Unlocking Liquidity in Private Markets
Dec 16, 2024Tap to summarize(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
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Lisa Edwards: President & COO of Diligent Corporation, a Leading GRC & ESG SaaS Provider
May 19, 2022Tap to summarize0:00 Intro.1:30 Start of interview2:00 Lisa's "origin story". She grew up in Silicon Valley and after attending college at Stanford, she moved to Mexico City for 3 years where she worked in a boutique consulting firm. She later got an MBA at Harvard Business School. She then joined Bain & Co., became CEO of KnowledgeX (later sold to IBM) and co-founded ValuBond. She joined Visa in 2009, and Salesforce in 2012. In 2019, she joined the board of Colgate-Palmolive.8:20 In October of 2020, she joined Diligent Corporation as President and COO, based in SF/Bay Area. "Diligent has about 70% of the Fortune 1000 companies as clients, and it's a truly global product." Diligent did four acquisitions during the pandemic, aggregating "governance, risk, compliance 'GRC' and ESG." "It's a $40 billion TAM, and we are the biggest SaaS player in the space." "It's a killer set of applications together."13:45 Diligent Corporation got taken private by Insight Partners in 2016 (valuing the company at $624 million). "Now it's got to be one of the largest private SaaS companies."15:05 On the evolution of technology and board portals in corporate boardrooms.16:37 On the rise of ESG. "It's a very global trend." Examples from Australia, EU, UK, etc. On the SEC's approach with Chairman Gensler. Their global survey with Spencer Stuart, "finding 71% of boards are incorporating ESG into their company strategy, with 85% taking action to increase fluency on ESG." See Sustainability in the Spotlight: Board ESG Oversight and Strategy.20:56 Her thoughts on the L.A. state court judge striking down SB-826 (AB-979 got struck down in April) and what these rulings mean for board diversity. "Globally, women now occupy 26% of board seats." "In California, women occupy 28% of board seats." "So it seems that SB-826 and AB-979 had a positive effect on diversity of boards."26:41 On the recent push back by tech titans (Marc Andreessen, Peter Thiel, Elon Musk, etc) on ESG, including the power of institutional investors from the likes of Larry Fink from BlackRock.29:05 On dual-class share structures. "We [Diligent Corporation] don't have an official position on it."31:32 On the rise of private markets and governance of private companies.37:04 On the politicization of corporate governance. "It is a sea change, 10 years ago CEOs avoided commenting on any political issue."39:05 On the looming recession, and what directors should be doing in this economic downturn. "Boards have dealt with crises before such as the dot com crisis in 2000 or the GFC in 2008, and it looks like we're hitting a new crisis." "It will disproportionally impact private companies."41:41 On virtual board meetings. "The virtual board meeting is 100% here to stay, but not 100% of the time." "There is no substitute for looking at people in the eye, no substitute for the hallway conversations."42:29 The 3 books that have greatly influenced her life:River of Doubt: Theodore Roosevelt's Darkest Journey, by Candice Millard (2005)The Power Broker, Robert Moses and the Fall of NY, by Robert Caro (1974)I Will Bear Witness, by Victor Klemperer (1995)43:09 - Who were your mentors, and what did you learn from them? Her Dad.The Bridge Group (women peers)43.52 - Are there any quotes you think of often or live your life by? "Don't let the perfect be the enemy of the good." 44:33 - An unusual habit or an absurd thing that she loves: Harvesting honey bees!45:31 - The living person she most admires: RBG.Lisa Edwards is President and Chief Operating Officer of Diligent Corporation, the leader in modern governance providing SaaS solutions across governance, risk, compliance and ESG with more than $500 million in revenue and a $7 billion company valuation. __ 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
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