The Corporate Director Podcast

Episode Title: Governance as a Competitive Advantage
Date: January 14, 2026
Guest: Andrea Varnado (Board Member: Pattern Beauty, Red Robin, Columbia Bank)
Hosts: Dottie Schindlinger (Executive Director, Diligent Institute) & Megan Day (Strategy Leader, Diligent)

Episode Overview

In this forward-looking episode, Dottie Schindlinger and Megan Day explore the evolving role of corporate governance as a strategic asset in today's technology-driven and often turbulent environment. Featured guest Andrea Varnado shares her expertise from both board and executive seats, offering pragmatic advice on board structure, strategy, and the importance of continual learning. The conversation touches on megatrends such as AI, capital allocation, board innovation, and how governance can truly become a source of competitive advantage.

Key Discussion Points & Insights

1. Andrea Varnado’s Unique Perspective: Operator & Director

• Background: Andrea has modernized and transformed iconic consumer brands (Williams-Sonoma, Macy's, Kohler's). Her path to the boardroom was built through blending operational roles with governance experience.
  • “It was really the combination of these roles that gave me both the expertise, the governance and the understanding of board dynamics to position myself for a board role.” (02:43, Andrea Varnado)

2. Evolution and Expectations of Board Directors

• Since 2020: Boards have shifted from focusing on stability to continuous transformation.
• New Demands: Directors now need deeper fluency in tech, business models, and risk—including reputation and resilience.
  • “Boards are spending less time validating plans and more time pressure testing assumptions...the bar for rigor and engagement has clearly risen.” (04:00, Andrea Varnado)

3. Trends Shaping Boards in 2026

• AI & M&A: Instead of generically asking “what can AI do?”, boards ask “where does AI create durable advantage for us?”
• Capital Allocation: Increased discipline on efficiency, integration, risk, and value creation.
• Selective Growth: A new emphasis on growth with high conviction and operational resilience.
  • “There’s a really big governance question about...where can we gain an advantage? Where do we need to lean in?” (05:59, Andrea Varnado)
  • “The goal isn’t sameness. It’s a collective relevance to what the company’s specific strategy and markets need…” (10:30, Andrea Varnado)

4. Rethinking Governance from the Ground Up

• If Starting Fresh:
  1. Alignment on Values: Boards must share an understanding on risk, values, and capital priorities—with all stakeholders in mind.
  2. Board Composition for Capabilities & Relevance: Build for industry fluency, not just traditional credentials. “You can’t govern what you don’t understand.”
  3. Embedded Continuous Learning: Governance models must adapt as technology, markets, and customers evolve.
  • “None of this is radical, but it is simply about being proactive, and I think that's what allows companies to perform and compound value over time.” (11:20, Andrea Varnado)

5. Transforming Board Meetings for Strategic Impact

• Reframing Reporting: Use reports as a catalyst for discussion, not endpoints.
  • “Reporting becomes more of a catalyst for discussion rather than an endpoint or a readout.” (12:00, Andrea Varnado)
• Making Space for Strategy: Shorten presentations, focus on forward-looking strategy and risk, intentionally devote more time to talent, succession, and market changes.
  • “Less content doesn't mean less rigor, it just means a better use of the board's collective judgment.” (12:58, Andrea Varnado)

6. Practical Steps Toward Better Governance

• Board Skills & Time Audit: Assess not just who’s on the board but how time is actually spent, particularly on strategic vs. reporting activities.
• Strategic Deep Dives: Pilot one or two per year to maintain real-time relevance in strategy discussions.
  • “Make sure you’re piloting one or two strategic deep dives each year...so that we’re updating and having the discussion frequently, especially as our circumstances are changing.” (13:39, Andrea Varnado)

7. Rethinking Best Practices

• Against Over-Standardization: Too much reliance on templates and standardized processes can sap meetings of real discussion.
  • “Best practices, like most things, should be used as a starting point, not the end state.” (15:14, Andrea Varnado)

8. Future of Board Governance

• Boards in 10 Years:
  • More dynamic, more data-enabled, more comfortable with uncertainty.
  • Virtual meetings and formats will proliferate, but core duties remain.
  • “Boardrooms will be more dynamic, more data enabled, and more comfortable engaging earlier in uncertainty.” (16:59, Andrea Varnado)

9. Lifelong Learning & Curiosity as Board Assets

• Staying Curious:
  • Directors don’t need all the answers, but must ask sharper, earlier questions and engage directly with customers and markets.
  • Governance quality is becoming a genuine competitive advantage.
  • “Directors don't need to have all of the answers, but we do need to ask sharper questions and earlier, do the research, understand, spend time with the customer...” (16:14, Andrea Varnado)

Memorable Quotes & Moments

• On Board Relevance:
  “You can’t govern what you don’t understand.” (10:30, Andrea Varnado; highlighted and endorsed by host Megan Day at 21:24)
• On Continuous Learning:
  “Always learning.” (19:46, Andrea Varnado)
• On Governance Advantage:
  “In this environment, governance quality is becoming a competitive advantage, not just a safeguard.” (16:36, Andrea Varnado)

Notable Segment Timestamps

• Andrea’s introduction & career background – 02:23–03:29
• Evolution of directorship since 2020 – 04:00–05:11
• AI and M&A trends for 2026 – 05:59–07:59
• Designing ideal governance from scratch – 08:41–11:27
• Rethinking board agendas for strategic discussion – 12:00–13:27
• Quick wins: Board skills audit & strategic deep dives – 13:39–14:53
• Challenging “best practice” orthodoxy – 15:14–16:00
• How boards will change in the next decade – 16:59–17:39
• Board learning: Lessons from a press release – 17:50–18:56
• Personal passion project: Learning new things – 19:00–19:46

Summary Takeaways for Board Leaders

• Modern board governance demands dynamic adaptation, sector fluency, and strategic curiosity.
• Reports and data should fuel discussion, not stifle it.
• Board structure, processes, and education should be designed for relevance—not tradition.
• Governance, thoughtfully approached, is now a source of competitive advantage.
• Directors and boards must keep learning and questioning, especially as industries and risks evolve.

This episode offers abundant actionable insights for directors and governance professionals eager to turn governance into a true differentiator in the digital era.