Boardroom Governance with Evan Epstein

(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026) 

(0:55) Intro

(2:44) About the podcast sponsor: The American College of Governance Counsel.

(3:30) Start of interview. 

(4:16) Origin story Marie Bafus

(5:30) Origin story Wendy Grasso

(7:34) Diving into their article AI in the Boardroom: What Directors Need to Know Now

(4:14) Why AI Needs Board Oversight

(12:00) Caremark and Oversight Duties

(15:12) Mission-Critical Risk Cases. Reference to Marchand case (2019) and Boeing case (2021)

(19:18) Where AI Belongs in Governance (board level and board committees)

(21:28) Defining Mission-Critical AI

(24:45) Strategy, Capital Allocation, and Judgment

(29:50) Board Minutes as Litigation Evidence

(33:52) Private Companies, Same Duties

(38:35) AI Washing and Disclosure Risks

(43:10) How Boards (and Board Members) Can Use AI

(47:08) Hallucinations, Confidentiality, and Privilege. Reference to U.S. v Heppner case (2026)

(52:03) Building an AI Usage Policy

(53:36) Recording Boards with AI (note taking apps)

(57:05) Workforce Trust and Environmental Risk

(1:00:00) AI for Oversight Itself

(1:02:02) AI’s Impact on Legal Practice

Marie Bafus is a partner in Fenwick’s Securities Litigation Practice and Wendy Grasso is counsel in Fenwick’s Corporate Practice.

You can follow Evan on social media at:
X: @evanepstein
LinkedIn: https://www.linkedin.com/in/epsteinevan/
Substack: https://evanepstein.substack.com/
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To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/
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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

(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026) 

(0:54) Intro

(2:15) About the podcast sponsor: The American College of Governance Counsel.

(3:01) Start of interview. *Reference to prior episode with Terry (E131) from 2024.

(3:50) About Terry's role as Co-Chair of WilmerHale's Sports & Gaming Practice 

(4:52) Sports Investment Boom, now including institutional investors and private equity 

(8:40) League Ownership Models (ie. NFL, MLS, WPHL, etc)

(14:24) Player Revenue Battles (example of WNBA)

(16:34) Terry's sports governance practice

(18:18) The Soccer World Cup, Global Expansion, and cross-border investments

(20:35) U.S. Sporting Franchises 

(23:09) Betting platforms and Integrity. Growth of prediction markets like Polymarket and Kalshi.

(26:58) Women’s Sports Surge

(32:38) Family Business Governance

(38:06) Family Office Structures

(41:11) Wine Industry Pressure

(44:27) Future of Sports Investing

(47:03) College Sports Revenue Sharing. Reference to House case settlement

(49:55) Promotion and Relegation

Teresa (Terry) Johnson is co-chair of WilmerHale’s Sports & Gaming Practice, and a partner in the firm’s Transactional Department. Ms. Johnson is an experienced sports and corporate transactions lawyer with over three decades of experience advising clients on securities transactions, corporate governance and capital markets matters.

You can follow Evan on social media at:
X: @evanepstein
LinkedIn: 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

(0:00) Intro to this episode

(2:52) About the podcast sponsor: The American College of Governance Counsel

(3:39) Start of interview

(4:18) Keith Giarman's origin story. About DHR Global

(9:33) Tony Abate's origin story. Current boards: Wolfspeed, GTT Communications, Mitel, and Tacora Resources.

(23:52) Turnaround Board Playbook. Three phases: 1) Fix the balance sheet; 2) Turnaround strategy, and time to turn to the income statement; and 3) Exit the business.

(28:50) Private Equity Board Structure. It is all contextual.

(33:40) Compensation in PE boards.

(31:15) What Makes Boards Effective, from Tony based on his chairmanship experience. Execution vs process. *Execution: 1) Skill Set Distribution ("Three is too few, five too many."), 2) Relevance of that skill set distribution to the situation at hand, and 3) Willingness to engage with the management team between board meetings ("the most important" goes to board culture).

(38:34) Building the Board Agenda, from Tony: Tight agenda in three buckets: 1) Decisions needed now, 2) input without a decision, and 3) FYI. Most boards get stuck on FYI and never reach the real decisions. Then 40 to 50% of the deck should be standardized financial and operational KPIs (flag only what's changing), one rotating deep dive, and executive sessions with and without the CEO.

(42:53) LLCs and Governance Dynamics in PE.

(45:52) AI and Board Talent Demand. "Matrix management"

(50:36) Underestimated Governance Risks. From Keith: for board members: "Are they aligned? Are they courageous? And are they adaptive?" From Tony: "The board should talk about the what, not the how." Difference between supervising and execution. Caveat: some PE firms are very prescriptive.

(56:23) Founder-Led or Board-Led companies.

(1:00:16) What are the 1-3 books that have greatly influenced your life: 

Tony: 

Titan by Ron Chernow (1998)

Theodore Rex by Edmund Morris (volume 2 of the trilogy) (2001)

The Demon of Unrest by Erik Larson (2004)



Keith:

Mornings on Horseback, by David McCullough (1981)

The Outsiders, by William N. Thorndike Jr. (2012)

The Evolving Self, by Robert Kegan (1982) 



(1:05:00) Who were their mentors, and what they learned from them.

(1:09:07) Quotes they think of often or live their life by.

Tony: The Man in the Ring by Teddy Roosevelt. Rudyard Kipling poem If.

Keith: "Everybody has a plan until they get hit in the face"

(1:11:17) An unusual habit or an absurd thing that they love.

(1:12:21) The living person they most admire.

Keith Giarman is a Managing Partner of the Private Equity Practice at DHR Global, and Tony Abate is an experienced board chair, director, investor, and operating executive.

You can follow Evan on social media at:
X: @evanepstein
LinkedIn: 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

(0:00) Intro *Reference to the Boardroom Governance Summit at Limerick Lane Cellars, Healdsburg, California (Aug 26-27, 2026) 

(2:12) About the podcast sponsor: The American College of Governance Counsel.

(2:59) Start of interview. 

(4:00) Origin Story of Emily, and Stewardship 

(6:15) From Engineer to CEO 

(7:14) Companies that she led: Elo Touch Systems (97-00), Capstone Turbine (02-03), Apexon (04-07) and NovaTorque (09-17).

(9:50) Changing geopolitics of manufacturing

(10:49) First Boards and Public Company Lessons (first board experience in Japan) "The soft skills are the hard part to do."

(15:48) On serving in private VC-backed boards. "If you know one board, you know one board. I mean, they are all so different."

(22:43) On serving in non-profit boards. "It's one of the best possible ways to get governance experience."

(26:20) CEO Mistakes

(32:03) Board Succession for leadership and skills.

(35:33) Board Evaluations Done Right 

(37:41) What Makes Great Directors. *reference to Leading Edge Stewardship, by Linda Riefler and Mayree Clark (Stanford Women on Boards). "Asking the right question, at the right time, in the right way."

(39:57) AI and the Boardroom.

(46:16) Innovation Versus Oversight. "The goal is informed oversight without operational interference"

(49:34) Teaching Governance to Stanford Students 

(52:17) Boards need to have a long-term orientation in this short-term world.

(52:34) Books that have greatly influenced her life:

The Bible

Why Nations Fail: The Origins of Power, Prosperity, and Poverty, by Daron Acemoglu and James A. Robinson (2012)

The Count of Monte Cristo by Alexandre Dumas (1846)

(54:12) Her mentors. "[T]hey told me things I needed to hear in a way that I could hear them because it's easy to get defensive."

(55:38) Quotes that she thinks of often or lives her life by. "Never doubt that a small group of thoughtful, committed, citizens can change the world. Indeed, it is the only thing that ever has.' by Margaret Mead.

(56:43) An unusual habit or an absurd thing that she loves. 

(57:30) The living person she most admires in governance: Bob Joss.

Emily Liggett serves on the boards of Ultra Clean Technology and Materion Corporation. She also serves as Lecturer at Stanford GSB, where she teaches corporate governance and board leadership.

You can follow Evan on social media at:
X: @evanepstein
LinkedIn: 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

(0:00) Intro, *Reference to the Boardroom Governance Summit (Aug 26-27, 2026) 

(2:42) About the podcast sponsor: The American College of Governance Counsel.

(3:28) Start of interview. *Reference to prior episode with Greg (E136) from 2024.

(5:14) Market Boom and AI Supercycle

(6:14) AI Is Changing Everything

(9:06) How does a VC use AI (venture business: sourcing, selection, and stewardship)

(12:13) Cloud and Startup Costs, rise of seed rounds and institutional angel investors

(15:13) JSV Launchpad, a 10-week, in-person summer program in SF from JSV for early-stage student AI founders 

(18:50) SaaSpocalypse Debate and AI Washing (reference to the Albert Saniger / Nate Inc case)

(21:33) Growth Metrics Rewritten (when Anthropic has grown 80x year over year) "the best solution for high prices is high prices"

(24:20) Sorting SaaS Risks

(27:30) Defensibility in the AI Era: 1) Network effects, 2) Systems of record, and 3) Regulated workflow.

(29:52) AI impact to companies: 1) Are the foundation models existential? 2) How much have you incorporated AI into your platform or your product? 3) How important is AI within your product? and 4) How much have you integrated AI into your operations? "In a world where building software is easy, one of the things that we're already seeing within our portfolio, and I think we'll see more of this, is... horizontal expansion (expanding to adjacent businesses)."

(32:33) AI, Jobs, and Layoffs (*reference to this FT article: What if remote working, not AI, is to blame for weak junior hiring?)

(38:28) Private Markets and IPOs. Liquidity in venture ecosystem (M&A and private equity).

(42:02) SpaceX, Anthropic and OpenAI IPOs

(45:18) Data Centers and Backlash "It's easy to demonize"

(46:16) Regulation and Global Competition "AI right now has become a great bogeyman for both sides."

(50:14) Board Strategy for AI

(52:12) On Kirkland & Ellis' $500m bet to develop its own AI technology

Greg Gretsch is a Founding Partner and Managing Director of Jackson Square Ventures, an early-stage VC firm based in San Francisco. Greg has more than two decades of experience in VC and five of his early-stage investments have gone on to exits or valuations above $1 billion.

You can follow Evan on social media at:
X: @evanepstein
LinkedIn: 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