Uncertainty and the board: Strategies for turbulent times

Summary

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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

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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.

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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.

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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]

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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”

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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.

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Transcript

[Megan Day]

Foreign.

[Podcast Narrator]

Welcome to the Corporate Director Podcast where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech fueled world. Here you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance strategy, board culture, risk management, digital transformation and more.

[Dottie Schindlinger]

Hi everybody and welcome back to the Corporate Director Podcast, the voice of modern governance. My name is Dottie Schindlinger, Executive Director of the Diligent Institute, and I'm joined once again by my amazing co host and Queen of all PowerPoint presentations, Megan Day, strategy leader here at Diligent. Megan, how are you doing today?

[Megan Day]

Oh, good, Dottie, because this is a bit of a reprieve for my PowerPoint presentation building, but I'm just catching up on all of the today's Vuca like to call it.

[Dottie Schindlinger]

Oh, the volatility, uncertainty, complexity and ambiguity. What is today's vuka?

[Megan Day]

Well, I think it's finally catching up to board members because there are some juicy new survey findings from our friends over at Spencer Stewart that I want to talk to you about.

[Dottie Schindlinger]

You sent me an article about this. Yeah, go ahead and tell us the headlines because it was fascinating.

[Megan Day]

Yeah. So Spencer Stewart has released a new survey series called Measure of Leadership, which is. Which focuses on how both CEOs and board members are globally navigating a complex and rapidly evolving business environment. Hello, vuca. But they uncovered something in this latest survey that is a little bit startling. Just One third of CEOs say that they are highly confident in their board's ability to help them navigate the challenges facing their organizations today. Just one third. And on the flip side though, sounds like board members though, are feeling pretty confident in their ability to deliver and support the CEO. So there's a gap happening that I feel like we haven't seen since our favorite PwC surveys where everyone every year says they want to vote off everybody on their board.

[Dottie Schindlinger]

It is really fascinating, Megan. There is 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 because what that's saying is that the CEOs are not feeling fully supported and they're not feeling like they're getting maybe quite what they need from their boards. Whereas the boards feel that they are giving plenty of support to the CEO and they're doing everything they need to do to support that CEO. I mean, of course I'm paraphrasing here, but it is really interesting to see that level of disconnect at the same moment when we know that we have a huge exodus of public company CEOs from their roles.

[Megan Day]

So, yeah, it's interesting. So 22% of CEOs agree this idea that they're getting the right support. 43% of board members agree, which, that disconnect between the two is not great. But it's also not great that less than half of board members feel like that the board is doing a good job. And I don't know how much of that is just the, the Vuca ness of it all. But there's also some gaps in subject matter expertise that the CEOs are thinking. You know, they strongly agree that they're providing subject matter support. You know, when you look at it from, you know, different types of support, strategic thought, leadership expertise, deeper knowledge of the company and the things that they're specifically facing within their industry. Directors strongly agree that this kind of support matters, but perceive they're already delivering it. Some 63% of board members said that this type of sort of specific subject matter expertise is relevant to the challenges that they're navigating. But only 43% of CEOs actually say that's being delivered. So again, another 20% difference between the two groups.

[Dottie Schindlinger]

I think it's really fascinating, Megan, and I'm glad you shared this report with us. We'll make sure to put a link on the podcast page. But I would say, you know, it is always really interesting to see that disconnect. I would also say we've been spending a lot of time recently thinking about the quality of directors and sort of what makes for a great board director. You know, what are the things that you're really looking for? And part of the reason we've been thinking a lot about this is because we've been working with the Wall Street Journal over the last few months to supply them with data so that they could produce a report that just came out called the top 250 board directors. And they basically created a methodology with an independent lab called Bendable Labs. They came up with a methodology assigning a point value to different attributes of directors. So, for example, what's their tenure on the board and are they in that kind of golden zone of having been there for at least five years, but maybe not more than 10 years? And, you know, does that board member have previous CEO experience? Are they on a board in the S and P and in the, you know, Fortune 250? Are they on a particular committee or chairing a committee? Are they the chair or an independently director. Are they a diverse board member? They kind of came up with a bunch of different point values that they could assign to the directors and then ranked them 1 through 250. And that report just went out as a special journal report on May 18 and May 19. So we were kind of excited to see the report come out. And it is really interesting to think about because one of the things that I actually mentioned when we were talking to the Wall Street Journal about this is there are so many things about the quality of directors and the quality of CEOs and the quality of that relationship between the two that is never disclosed, right? It's the stuff that happens on the phone or the stuff that happens in, in the boardroom during an executive session, or the conversation that happens over the glass of wine after the board meeting. And quite often, those are some of the most important things happening, right? Those are some of the most important conversations that really move the agenda forward or change the perspective or push the agenda in a way that it wasn't going to go during the confines of the recorded meeting and in the minutes. And unfortunately for those of us who have to research governance, we can't measure those things. So they're very, very important, but we don't know about them, right? We can't see them in the visible data. That said, the data that is visible isn't unimportant. It is important. It's just always very important to keep that perspective of it's not the only important information. And I think sometimes when we see reports like that come out from Spencer Stewart or we see this ranking of the top 250 directors, there's still so much to the story that we want to know. And in the case of the Spencer Stewart report, I, you know, how much would you love to jump on the phone with those directors and say, how are you measuring your own quality when it comes to supporting your CEO? What are you basing that on? Like, what are the, what's the criteria for that? What's the variable for that? Is it a feeling? Is it because when you're in a room with that person, it feels good and you have good conversations and you leave feeling really upbeat about things? Or is it some actually, you know, some set of KPIs that you've set to measure the quality of the relationship? And I wonder to what extent that's ever discussed at the board level. Are we in fact creating KPIs for ourselves about the quality of our support of the CEO or the quality of our interaction? Is that something the board chair does or the lead director does. If the CEO is the board chair, do you set up some sort of metrics about the quality of the conversations you're having? When you have your weekly touch base or your every other week touch base? You know, it. It would be. It would be worth finding that answer out. And if you are a board member listening to this podcast, maybe that's something for you to talk about at your next meeting. 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? Sorry, I'm a researcher. I know I'm very nerdy, but I think sometimes it's helpful to pause and ask, like, how are we measuring great? What does great actually look like? What does that even mean?

[Megan Day]

I really love that, Dottie. And my head initially was not quite at the same level of yours was like, first step, let's make sure we're having a conversation about if the CEO is getting what they need out of these conversations. And that, to me, is an extension of, I think, a lot of the work that should already be happening in the governance committee and the types of annual assessments that you need to be doing. But I really like how you framed it, Dottie. And I think to the governance chairs and governance committee members listening, I do think that makes it tangible and something that you can think about building into, hopefully, a process you already have.

[Dottie Schindlinger]

Well, speaking of great board members and great CEOs, Megan, we had the opportunity to sit down with Brian Kushner, who's a senior managing director at FTI Consulting. And we talked to him about, you know, some of these issues, you know, what is really happening in boardrooms, what's happening with CEOs, what's happening with companies today, and to your point, how are they surviving Vuca Land? So why don't we give that interview a listen and we'll come back and talk about it right afterwards.

[Megan Day]

Joining us on the corporate director podcast today is Brian Kushner. Brian is a senior managing director at FTI Consulting, where he is the co leader of the aerospace and defense technology and activism practices. He's also the current leader of the board practice and former leader and creator of FTI's private equity practice. Brian also sits on the boards of Resideo, Gibson Brands, and Cumulus Media. Brian, welcome to the show.

[Brian Kushner]

Thank you, Megan. Pleasure to be here.

[Megan Day]

Well, before we dive in, I'd love for you to share a little bit with our audience, a bit more about your professional background and the work you currently do at FTI Consulting.

[Brian Kushner]

Sure. So my professional background is I have a PhD in Applied Physics and a minor in electrical engineering. So perfect for board work. Absolutely right aligned. I spent the first 10 years of my career in aerospace and defense contractor and during that process I got into doing turnarounds of problem projects and then over time became the turnaround guy and continued to do that and then got recruited to do a turnaround down in Austin, Texas where we were living in Washington D.C. and then moved to Austin, Texas in 1993 and had lived there continuously up until actually last week. In the interim, I have been the CEO of over a dozen companies, Chief Restructuring Officer, which is like the CEO but generally taking a company through a bankruptcy of another seven companies. And I've been a director of companies since the 90s public and private companies and currently sit on three boards as you mentioned.

[Megan Day]

Fantastic. Well, I can't wait for this conversation. And to start off, want to talk a little bit about a recent collaboration that we did with your team on the what Directors Think report, which was also in partnership with corporate board member. One thing is clear from that. Since we have fielded the survey earlier this year, a lot of things have been changing in the US and around the world. So let's look at the political realm for a moment. You know, how should boards and executives be thinking about the present uncertainty?

[Brian Kushner]

Well, thank you. Interesting question. And you're right, one of the main differences since the survey was held was obviously the election, the aftermath, the inauguration, and then the confluence of events that's happened since that point in time. As everybody likes to believe, whatever we're going through at this point, this time is different. But in many cases the recent uncertainty is actually a grouping of several experience that many of the directors and hopefully many of the members of the executive suite have had separately, but maybe not together. Some examples include the recession, the uncertainty of future and contagion risk during COVID lockdown and the immediate aftermath, the great retirement remote and hybrid office environment, dealing with that issues during the supply chain and inflation crises, round one of the Trump tariffs, even going back to 2007, 2008, and you go through 2010, you know, the big recession that we had there. 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. And that's a, that's a big challenge. You know, during the financial Crisis Back in 2008 through 2010, we had many of these same issues happening at the same time. Except that they were all related to, you know, workforce lack of demand. How do you manage the your company and how does the board allocate capital, you know, for maximum effect in essentially environments where demand had dried up in this point in time. It requires the board and executive teams to work collaboratively with management, really at the same levels that they found themselves working and interacting during early Covid, exploring scenarios, making the capital allocation decisions and when necessary, you know, thinking about the things that are going to be the short term and the long term benefit of the company.

[Megan Day]

That makes a ton of sense and I think in regard to the hot topics right now around trade and tariffs. More specifically, you know, is there anything that makes the current disruptions especially difficult for today's boards? You know, any strategies that you suggest for companies to adopt to remain competitive and resilient right now?

[Brian Kushner]

Well, obviously the tariff issues are challenge and as I said in the answer previously, companies and boards have seen many of these elements before and those that are still around had a successful playbook during the inflation and supply chain crisis. For example, inventory and working capital levels were adjusted in order to provide greater flexibility. Teams re engineered products to capitalize on second sources or more reliable sources, or maybe in this case sources without that aren't as expensive and they modernize their processes to mitigate excess steps, maximize quality impacts during the manufacturing processes and business activities. A big challenge, and this is one that's kind of changing daily, is the overlay of compliance and you know, what some have termed weaponized regulatory. You know, we don't really know what's going to happen each day and each day can provide a new surprise. So you really have to focus on not necessarily just adjusting for the short term, but also how does your long term strategy get integrated into that. And that's where the challenge and benefit of experience from the board can really help a management team guide through this crisis.

[Megan Day]

That's great advice and one that I had not spent a lot of time thinking about that hopefully you do have a group of people around you if you're an executive who have seen some of this before and can really lend their expertise to guide the ship during uncertainty.

[Brian Kushner]

That's important for many boards and really in terms of optimizing the feedback and collaboration that the board can provide to the management team. This is an area where their experience and having been through several successive problems is beneficial. And I know that I believe 2024 was the highest year of CEO turnover and that exceeded the prior record, which I believe was 2023 and several forecasts that 2024 might, given everything that's going on, might be even a larger year. Now, when you add in changeovers of COOs and CMOs and CFOs, et cetera, there's just a lot of executive turnover. So at the same time, boards are going to be having to manage the stabilization of the environment of the company, along with recruiting new executives and getting them instantiated into their positions. So that's going to be an additional complexity that right now many boards are thinking that that may not necessarily be a additional challenge that they're facing and then an additional overlay to that, as we're seeing, is very often board refreshment. And so it's always good to have a few directors kind of lined up so that you know that in times of board refreshment, you had some specific people that you can bring in that'll help optimize and focus on whatever challenges the organization is dealing with.

[Megan Day]

Great point. I want to shift gears slightly and talk a little bit about another area in your background around board members and activist investors and are what Directors Think Survey saw some concern about actor activist investors decreasing from previous periods. Only about 11% of directors surveyed consider shareholder engagement and activism to be a top priority for their organization. You know, some early findings from this year's proxy season are showing that successful activism is looking like it's going to be on the rise. So I would love your take on maybe some common misperceptions that boards have about activist investors and why is it decreased concern about them, maybe especially dangerous, both now and in general?

[Brian Kushner]

Great question. And frankly, when I saw that level in the what Directors Think survey, I was surprised by that response. I will say that boards that are less concerned about shareholder engagement and activism do so at their peril. While activists can be opportunistic, very often they're frequently researching a company years in advance of investing, having evaluated the company, its shareholders, benchmarks, consulted with experts, competitors, and very often former employees. And given how many large institutional investors overlap on public companies, there's a high likelihood that activist investors know any individual company's institutional shareholders as well, if not better than the company. So this is a real area of concern. And obviously given fluctuating valuations, volatility in the market, there could be opportunities for activists to increase and as well as take advantage of opportunistic situations. Part of this can be dealt with by enhanced shareholder communications and engagement, and I believe this is an area where many companies can improve shareholder and governance. Communications generally are best when they clearly address the questions and concerns of an investor. And companies often forget that investors are dealing with an inordinate volume of proxy communications that they have to digest, make decisions about voting and the fact that there's always an information asymmetry between companies and their investors which can often persist in their governance communications. The best proxy statements, the best communications and best engagement with shareholders and in addition to kind of the required disclosures, focus on questions from shareholder interactions and can include information to bridge that gap and really take on information that's valuable to the investor from their perspective and help bring down that information asymmetry or gap.

[Megan Day]

Well, let's zoom out a little bit. How do you see the role of corporate boards evolving in the face of all of this uncertainty we've talked about today? Are there specific governance practices or structures you believe should be prioritized to help boards be successful here?

[Brian Kushner]

Great question. Again, governance trends tend to go in waves, many of which can last up to a decade or more before being replaced by the new hot thing. As I'm sure you can imagine, many of these trends start in the S&P 500, migrate to the Russell 3000 and private companies over time. For many companies, you know, the board governance is the board itself and three statutory committees. And those three statutory committees, you know, Audit Comp and NOMGOV are getting new responsibilities with audit often absorbing Risk Comp, absorbing human capital and nom, absorbing environmental, social and education. What's happened is this has led to longer and more frequent committee meetings in addition to longer and more frequent board meetings. And then when you have those specific committees you wonder, okay, where do I put in governance of AI supply chain, cyber technology, erm, compliance and anything else that bubbles up as a concern to the board. One way of dealing with that is many firms have added a fourth committee to the mix and some have added a fifth committee. Some of these take the form of like an executive committee focused on operations. Others are like a finance committee which has forward looking activities associated with risk and the financial structure of the company and relieves some of the burden on the audit committee or the science and technology committee for those who are either, you know, digitally native or technology oriented, which can be important governance mechanism for those companies as well as even for non digitally native companies. And finally a risk committee which often absorbs compliance to highlight risks and also reduces, you know, further reduces burden on audit as well as helps address some of the items that come up in the middle of board meetings. The upside of the additional committees is that there is more segmentation on focus in committee work and the ability to divide up activities and play to individual director strengths. It's really good for allocations for larger boards. And you know, my personal belief is it helps really focus and enhance the governance of the company. The downside is that additional committees involve a lot of work and many high performing boards benefit from having all the members go to all committee meetings, which is an additional time burden. And I recognize that, you know, even at the risk of increasing this burden on directors, I often recommend that all directors attend all committee meetings sessions in order to increase the breadth and depth of understanding and improve overall governance.

[Megan Day]

Great advice. Great food for thought there, Brian. Before we wrap up here, any final thoughts or advice to share with our director audience on some lessons that they can apply right now?

[Brian Kushner]

Well, I guess the most basic one is that in many cases we've seen all the pieces of the current uncertainty profile previously and directors, boards and C Suites might benefit from just segmenting them, understanding what's necessary in order to maintain their financial viability and figure out how to apply the lessons learned in the last 10 years. What they learned in Trump one, what they're learning from the exceptions to the tariffs, what they're learning from the compliance risks, what they're learning from their international activities and figure out how to maximize shareholder value for the long term, not just always be subject to the short term decisions.

[Megan Day]

Great advice. Well, let's ask you a couple of questions that we ask all of our guests. The first is, what do you think will be the biggest difference between boardrooms today and 10 years from now?

[Brian Kushner]

Great question. I assume you mean other than having more committees and more committee meetings.

[Dottie Schindlinger]

You.

[Megan Day]

You can take it any direction you'd like.

[Brian Kushner]

Okay. You know, I think that one big example is going to be active deployment of AI in the boardroom. I'm not much of a futurist, and generally today AI shows up in a boardroom either assisting in presentations and demonstrations or as personal assistants in chatbots. But we're not yet seeing the collective benefit or group interaction with AI, or that AI has learned from participating in prior board meetings and committee meetings and can provide dynamic assistance and assessments other than taking better notes. So that when I'm able to do the summary of an audit committee or a technology committee and a board meeting, I have some benefit from that. But I think that that's going to be actually a real differentiator and also help streamline some of the burden that I just identified previously. And I think it'll be a collective benefit and maybe even a repository for future enhancements for board and committee meetings.

[Megan Day]

What was the last thing you read, watched or listened to that made you think about governance in a new light?

[Brian Kushner]

Well, that's an easy one. The thing that was surprising to me were some of the results, as we just spoke about, of this year's what Directors Think survey, where so many critical concerns of the last five to seven years in activism, supply chains, human capital, inflation, environmental and social were all considered lower risks for 2025. And obviously I don't think that's shaping up to be the case.

[Megan Day]

Very fair. Well, Brian, last question for you. What is your current passion project?

[Brian Kushner]

Well, as I mentioned at the outset, we've moved to a new city as of last week to be closer to our daughters. And so really learning my way around Dallas, taking advantage of time to travel and visit fellow board members, that's probably Project A. Project B is. I'm a cancer survivor and a few years ago after my surgery, I lost independent control of my right ring finger. But it's begun to come back a little bit. And as a guitarist, I'm trying to relearn many of the songs and, you know, both, you know, from classical, Spanish, jazz, et cetera, that I had known before and be able to adapt them to my new playing style. So that's also a lot of fun.

[Megan Day]

Well, we wish you a lot of luck on that endeavor. Well, Brian, thank you so much for joining us on the show today. We really appreciate it, Megan.

[Brian Kushner]

Totally my pleasure. Really enjoyed it and look forward to the next opportunity to be together with you and the members of the Diligent team.

[Megan Day]

Great.

[Brian Kushner]

Thank you.

[Dottie Schindlinger]

Megan, thank you so much for that interview. It was really great that you had a chance to speak with him.

[Megan Day]

Yeah, he's got a wealth of experience and I think that experience reminded me of something, and hopefully our listeners too, that, you know, this idea that not one to one that we've all been through this before. Certainly there are nuances to this Vuca esque world right now that are different than other points in history. But hopefully you do have that wealth of knowledge and experience around your boardroom table that you're able to come together and think about this not only in terms of what has happened in the past, but collectively brainstorm and think through what could happen in the future. You know, the idea of board members being able to see around corners is one that we always joke about they wish they have, but that power can really be unlocked when you get 10, 12 people in a room together to really think strategically.

[Dottie Schindlinger]

1012 people in a room together who don't all look and think the same and are using AI. I mean, truly, right? I mean, I think it's pretty soon going to be table stakes that you need to have AI assistance to really help you truly see around the corner. Because, you know, we do. I really do believe we are on the cusp of a new era where directors are going to be supercharged in this way, where they actually can see around the corner because they have the sum total of human knowledge helping them to understand what might be happening next, how to react to it, and what the outcomes are going to be if they do X, Y or Z in certain conditions. And it can make those kinds of determinations in real time for you and really help you better support your CEO and make better strategic decisions. What do you think, Megan?

[Megan Day]

Who's held liable, though, if the AI is wrong? Still the board member? It's a fair question. It's a fair question, I think. Yeah.

[Dottie Schindlinger]

Unfortunately, it's probably still the board member, right? Doesn't the shareholder want a human to sue?

[Megan Day]

Yeah, that's true.

[Dottie Schindlinger]

Well, Megan, that wraps up a particularly silly episode of the Corporate Director Podcast, the Voice of Modern Governance. I'm Dottie Schindlinger and I've been joined by Megan Day. I'd like to say a few special thank yous, first and foremost to our fellow governance geek Brian Kushner from FTI Consulting, podcast producers Kira Ciccarelli, Steve Clayton and Laura Klein, our sponsors PwC, KPMG, Wilson Sonsini and Meridian Compensation Partners, and most especially to Diligent for putting up with this show. If you like our show, please give us a rating on your podcast player of choice. You Know the Drill, five stars only, please. And you can also listen to our episodes and see more from Diligent Institute by going to diligent.com resources. Thank you so much for listening.

[Podcast Narrator]

You've been listening to the Corporate Director Podcast. To ensure that you never miss an episode, subscribe to the show in your favorite podcast player. If you'd like to learn more about corporate governance and tools to help directors do their job better, visit www.digent.com. thank you so much for listening. Until next time.

[Megan Day]

SA.