The Corporate Director Podcast

Episode Title: Uncertainty and the Board: Strategies for Turbulent Times
Date: May 28, 2025
Host: Diligent (Dottie Schindlinger & Megan Day)
Guest: Brian Kushner, Senior Managing Director, FTI Consulting

Episode Overview

This episode explores the widening disconnect between CEOs and boards in today's volatile, uncertain, complex, and ambiguous ("VUCA") environment. The hosts discuss new governance survey findings and best practices for board effectiveness, then interview Brian Kushner (FTI Consulting) on practical strategies boards can employ to navigate uncertainty, manage risk, deal with activist investors, and prepare for the future – including the growing influence of AI and changing board practices.

Key Discussion Points & Insights

1. The CEO-Board Confidence Gap ([01:09]–[09:11])

• Spencer Stuart's “Measure of Leadership” Survey Findings:

  • Only 1/3 of CEOs are highly confident in their boards’ ability to navigate current challenges.
  • Conversely, board members feel far more confident in their support of the CEO, highlighting a significant perception gap.
    • “That disconnect between the two is not great. Less than half of board members feel the board is doing a good job. …There’s also some gaps in subject matter expertise that the CEOs are thinking about.” — Megan Day [03:05]
  • CEOs see a lack of relevant subject matter expertise and specific support; 63% of board members believe they provide it, but only 43% of CEOs agree.

• Invisible Value & Measuring Board-CEO Relationships:

  • The most important aspects of board-CEO dynamics— candid exchanges and support— often happen informally and are invisible to outside observers and not easily measured.
    • “There are so many things about the quality of directors and the quality of CEOs and the quality of that relationship… that is never disclosed… some of the most important conversations that really move the agenda forward or change the perspective…” — Dottie Schindlinger [04:25]
  • Question raised: Should boards develop KPIs or formal measures of CEO-board relationship quality?

2. Interview with Brian Kushner ([09:45]–[26:58])

Kushner’s Background ([10:13]–[11:27])

• PhD in applied physics, long experience in turnarounds and restructuring, CEO of 12+ companies, and service on several public/private boards.

Navigating Uncertainty in the Current Environment ([12:00]–[15:50])

• Today’s turbulence mixes familiar but previously separate scenarios: economic downturn, pandemic aftermath, hybrid work, supply chain/inflation crises, new trade tariffs.

• Successful boards use “collaborative scenario exploration” and agile, capital allocation decisions, reminiscent of the immediate response during COVID’s early days.

• Experience is key: Boards should leverage members who’ve "seen some of this movie before" even if never all at once.

  • “The challenge is to be able to deal with all these issues simultaneously, which is something that many executive teams and even many directors have not experienced.” — Brian Kushner [12:00]

• The overlay of "weaponized regulatory" (uncertain, changing compliance demands) adds new complexity, requiring long- and short-term strategic thinking.

Strategies for Resilience & Competitiveness ([14:21]–[15:35])

• Boards/management should adjust for flexibility (e.g., working capital, supply chain diversification, process modernization).
• Ongoing, daily regulatory changes mean strategies must emphasize adaptability without sacrificing long-term goals.

Board Refreshment & Executive Turnover ([15:50]–[17:14])

• Record CEO turnover (2024 outpacing 2023) increases complexity; boards must stabilize companies while recruiting and onboarding new executive leaders.
• Board refreshment plans are essential— have potential new directors “lined up” to meet evolving challenges.

Shareholder Engagement & Activist Investors ([18:00]–[20:02])

• Only 11% of directors surveyed see shareholder activism as a priority— a potentially dangerous underestimation:
  • “Boards that are less concerned about shareholder engagement and activism do so at their peril.” — Brian Kushner [18:00]
• Activists are well-researched, know the company’s investors, and may seize on information asymmetries or unstable moments.
• Boards must: Enhance shareholder communications, bridge information gaps, and anticipate activist moves.

Evolving Board Structure & Committee Work ([20:20]–[23:00])

• Responsibilities of statutory committees (audit, comp, nom/gov) are growing (risk, human capital, ESG, tech, AI).
• Some boards are adding 4th or 5th committees (executive, finance, science/tech, risk) to segment work and play to director strengths.

  • Upside: More focus, better oversight.

  • Downside: More work; Kushner recommends all directors attend all committees for breadth and depth.

  • “The upside... is that there is more segmentation on focus in committee work and the ability to divide up activities and play to individual director strengths... downside... a lot of work...” — Brian Kushner [20:20]

Lessons for Directors ([23:12]–[23:55])

• Segment complex uncertainty into parts, apply lessons from the past decade.
• Focus on long-term value, not just short-term fixes.

The Next 10 Years: AI in the Boardroom ([24:09]–[25:19])

• Predicts transformative impact from active AI deployment— beyond simple chatbots to dynamic assistants learning from board history and aiding real-time governance.

  • “I think that one big example is going to be active deployment of AI in the boardroom… not just taking better notes… it’s actually a real differentiator and could help streamline some of the burden…” — Brian Kushner [24:17]

Surprising Governance Trends ([25:27]–[25:54])

• Noted directors’ lowered concern for historically critical risks— activism, supply chains, human capital, inflation, ESG— but warns 2025 may not be as low-risk as perceived.

Personal Insights ([26:01]–[26:50])

• Shared passion for adapting to new physical challenges as a guitarist and settling into a new city; emphasizes resilience and learning.

Notable Quotes & Memorable Moments

• “There’s always a little bit of a disconnect between the way that the board sees the world and the way that senior management sees the world. But this one is particularly interesting…” — Dottie Schindlinger [02:26]
• “Do we actually have any way to measure the quality of the relationship we have with our CEO? Maybe we all think it’s great, but based on what data?” — Dottie Schindlinger [08:10]
• “While activists can be opportunistic, very often they’re frequently researching a company years in advance of investing…” — Brian Kushner [18:00]
• “Even at the risk of increasing this burden on directors, I often recommend that all directors attend all committee meetings…” — Brian Kushner [22:39]
• “Directors... might benefit from just segmenting [uncertainty], understanding what’s necessary to maintain their financial viability, and apply the lessons learned in the last 10 years.” — Brian Kushner [23:12]
• “I really do believe we are on the cusp of a new era where directors are going to be supercharged... They actually can see around the corner because they have the sum total of human knowledge helping them…” — Dottie Schindlinger [28:06]

Timestamps for Important Segments

• [01:09] – The “VUCA” challenge: Survey findings reveal CEO-board disconnect
• [03:05] – Gaps in subject matter expertise and perception
• [04:25] – Thinking about the invisible elements of board-CEO quality
• [08:35] – Building better assessment of board-CEO relationships
• [09:45] – Interview with Brian Kushner begins
• [12:00] – Kushner’s analysis of current uncertainty
• [14:21] – Resilience strategies, supply chain, regulatory challenges
• [15:50] – CEO and board turnover; board refreshment
• [18:00] – Shareholder activism and engagement
• [20:20] – Expanding board and committee structures
• [23:12] – Practical advice for segmenting uncertainty
• [24:09] – Future vision: AI in the boardroom
• [28:06] – Hosts discuss AI’s role in enabling boards to “see around corners”

Takeaways for Boards and Corporate Directors

• Regularly assess and bridge perception gaps between CEO and board— don’t assume alignment.
• Boards should proactively measure (and discuss) the quality of their support and relationship with management.
• Embrace scenario planning and flexibility; draw upon the experience of diverse directors.
• Don’t overlook shareholder activism just because recent periods seem “quieter”; proactive engagement is crucial.
• As board responsibilities grow, consider evolving committee structures and encourage broad director participation.
• Prepare for the integration of AI as a transformative boardroom tool while maintaining director accountability.
• Above all, leverage collective boardroom experience to anticipate, segment, and respond to ever-evolving risks.