Joele Frank and Anne Chapman: Strategic Communications, Activism, and Governance
(0:00) Intro to this episode(1:34) About the podcast sponsor: The American College of Governance Counsel.(2:21) Start of interview(3:19) Joele Frank's origin story(5:02) Anne Chapman's origin story(8:41) The history and focus of the firm Joelle Frank (now has ~250 people, with offices in NYC and SF).(12:46) Shareholder activism in today's market(15:52) The Exxon Mobil activism case [see E28 with Aiesha Mastagni from CalSTRS, starting at 23:27](18:17) Say-on-Pay and Executive Compensation Dynamics "compensation is a real emotional topic"(21:27) On mega grants.(23:17) The evolution of M&A in shareholder activism(25:44) Geopolitical Tensions in the Boardroom. Examples: US Steel (Golden share by US), MP Materials (10% equity stake).(28:38) Evolution of ESG/DEI, including boardroom diversity.(33:00) AI, PBCs, and Governance Challenges. Is it a bubble? Concern about ethical AI.(38:35) Case Study: Norfolk's Proxy Fight. Digital component to increase retail component of the vote.(44:14) How activists are proposing more qualified directors to boards (focus on individual directors post universal proxy rules).(48:50) The Changing Landscape of Board Composition(49:55) The Importance of Board Evaluations(51:45) On the "stay private or go public" debateJoele Frank is the founder and Managing Partner of Joele Frank. Anne Chapman is a Managing Director at Joele Frank.
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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54:32
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54:32
Stephen Bainbridge (UCLA): The State of Corporate Law and Governance in the U.S.
(0:00) Intro(1:24) About the podcast sponsor: The American College of Governance Counsel(2:11) Start of interview. *Reference to E91 (April 2023) for Steven's personal/professional background. (2:34) The current era of corporate law.(3:39) Transition to Substack Publishing(6:40) The DExit Phenomenon Explained(11:35) Understanding Delaware's SB21 and Its Implications. His article, Course Correction for Controller Shareholder Transactions.(19:53) The impact of SB21 on shareholder inspection rights (Section 220 litigation)(23:20) Texas and Nevada: business-friendly but different environments(25:55) The Future of Startups and Incorporation Choices *reference to a16z's Delaware exit (July 2025)(29:56) The Cycle of IPOs and Market Trends (stay private vs go public debate). Reference to The Eclipse of the Public Corporation (1989)(36:47) The Rise of U.S. Government Intervention in corporate affairs (industrial policy).(38:28) The concept of a "golden share" (in reference to US Steel situation)(42:04) The fluctuation of politics in corporate governance and industrial policy.(45:44) Analyzing Public Benefit Corporations in AI industry ("is it driven by economics or PR?")(53:07) Rethinking the ESG phenomenon (political polarization)Stephen Bainbridge is the William D. Warren Distinguished Professor of Law at UCLA School of Law
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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56:47
Brad Feld: Startup Boards and Lessons from Four Decades in VC
(0:00) Intro(1:36) About the podcast sponsor: The American College of Governance Counsel(2:23) Start of interview(3:11) Brad's origin story(4:54) Venture Capital Beginnings(5:39) The Rise of the Internet(8:10) His role in Softbank Technology Ventures and later Mobius Venture Capital. Reference to Heidi Roizen E6, E108 and E116(12:26) Transition to Techstars and Foundry(13:36) Origin and focus of his book Startup Boards. Reference to his blog post: Feld Thoughts. "Boards (and board members) for private companies operate on a bell curve" (some are excellent, some are horrific, and most are average).(15:31) The Evolution of Founder-Friendly Terms(30:06) Effective Board Composition(35:00) Defining a Great Board: the Board as a Team. Reference to Matt Blumberg's Rule of 1s: see E52 (2022)(38:05) "The goal of the board is to get different skill sets around the table" "I think a founder should fight against investors having additional observer seats."(41:13) Why he considers it a red flag when a director claims they're acting out of "fiduciary duty." *Reference to the Startup Litigation Digest(44:50) Governance concerns in the AI Boom(47:37) Books that have greatly influenced his life:Zen and the Art of Motorcycle Maintenance by Robert Pirsig (1974)The entire pantheon of Neal Stephenson and William Gibson Science fiction written by female writers (as a category)Hyperion Cantos by Dan Simmons(50:05) His mentors: Len Fassler and his uncle, Charlie Feld.(51:55) Quotes that he thinks of often or lives his life by: from his Dad: "If you're not standing on the edge, you're taking up too much space.", from Len: "Brad, they can't kill you and they can't eat you. Suit up."(53:00) An unusual habit or an absurd thing that he loves. "I love philanthropically funding bathrooms." Also, the Banana Lounge at MIT.(55:38) The living person he most admires: his wife Amy Batchelor.Brad Feld has been an early-stage investor and entrepreneur since 1987. He co-founded two venture capital firms, Foundry Group and Mobius Venture Capital, and multiple companies, including Techstars.
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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56:23
State of the Markets and AI with Steven Wolfe Pereira
(0:00) Intro(1:30) About the podcast sponsor: The American College of Governance Counsel(2:16) Start of interview. *Reference to E181 (July 2025) for Steven's personal/professional background.(3:14) IPOs and Market Trends. Including Klarna and Gemini.(5:29) The Stay Private vs. Go Public Dilemma. Valuations and market health (examples of Airbnb and Figma)(12:00) The Oracle post-earnings 36% price increase. *Reference to article by Tom Chavez: In Defense of Bubbles.(14:14) AI, Data Centers, and Market Dynamics(15:15) OpenAI's Future and Governance(20:12) Power Dynamics in Big Tech companies (Mag 7).(22:35) Tesla and Elon Musk Compensation Structure (Mega Grants)(24:53) Boardroom Accountability in Big Tech(28:31) Scale AI and L&A (Licensing & Acquihiring) as the new M&A(34:34) AI startup governance (e.g. SSI and Thinking Machine Labs)(36:41) The Role of Directors in Governance. "Theater in the boardroom?"(39:08) Startup Fraud (Elizabeth Holmes, SBF, etc) and the Startup Litigation Digest(40:05) Legal Accountability and Ethics (46:39) The Future of AI and Market Valuations in the "Agentic Economy"(51:43) The Importance of Board LeadershipSteven Wolfe Pereira founded Alpha to solve a critical problem: most boards are governing AI transformation without the frameworks, intelligence, or peer networks they need to make sound fiduciary decisions.
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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53:07
Teresa Briggs: Audit Committees, AI, and the Evolving Role of Corporate Directors.
(0:00) Intro(1:26) About the podcast sponsor: The American College of Governance Counsel(2:13) Start of interview(2:53) Teresa's origin story(4:30) Her career path at Deloitte (37-year career)(7:40) Transition to Board Service(8:37) Joining the board of ServiceNow(10:57) Joining the board of Warby Parker and understanding Public Benefit Corporations (PBCs)(14:48) Joining the boards of Snowflake and Docusign(15:38) Insights on Audit Committees (*reference to E179 with Jack Lazar)(17:10) Evolving Responsibilities of Audit Committees(21:40) The Climate and ESG Discussion(24:15) Boardroom Diversity Trends(26:13) The Rise of AI in Business(30:18) Navigating Geopolitical Changes(33:36) Handling Crisis Situations (her experience with whistleblower case and special committee with outside counsel investigation)(37:28) Engaging with Activist Investors(38:40) Founder Mentality vs. Governance *Reference to VC-Board Academy (on October 28, 2025 in NYC)(42:10) The Future of Private vs. Public Companies (impact of IPOs) *Mention of CaaStle fraud case.(45:57) The Impact of AI on Human Capital(48:29) Work from Home Dynamics(50:05) Book that has greatly influenced her life: Outlive, by Peter Attia (2022)(50:50) Her mentors. Rich Fineberg(51:51) Quotes that she thinks of often or lives his life by.(52:24) An unusual habit or an absurd thing that she loves.(53:11) The living person she most admires.Teresa Briggs serves on the boards of DocuSign, ServiceNow, Snowflake and Warby Parker. She is a member of the audit committee for each company and is the audit committee chair of ServiceNow, DocuSign, and Warby Parker.
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
In-depth interview podcast with leading corporate governance experts, including world-class founders, scholars, board members, executives, investors and more. The content is structured as a long-form conversation to explore not only the latest corporate governance trends, but also to get some personal insights from some of the best and brightest minds behind America's boardrooms.
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