Boardroom Governance with Evan Epstein

Michelle Leder (Footnoted): Uncovering Hidden Risks in SEC Filings

(0:00) Intro (1:21) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:08) Start of interview (2:36) Michelle's origin story (4:33) The Origins of Footnoted [https://www.footnoted.com/about/] (started in 2003) (6:36) Understanding SEC Filings and Disclosures (7:20) The "Friday Night Dump" (9:34) The State of Public vs. Private Markets (12:40) The Rise of Private Markets and Challenges of Public Markets (18:43) Red Flags in SEC Filings (22:03) The Evolution of Executive Compensation and Elon Musk's Comp (28:53) Egregious Corporate Governance examples: Sketchers. (30:08) The problem of Related Party Transactions. (31:37) Independence and Compensation of Board Members  (32:36) Quote of Charlie Munger and Warren Buffett on this topic (36:33) Are we in a AI bubble? Similarities with Enron/Worldcom era?  (40:18) Reference to my article on AI washing [https://evanepstein.substack.com/p/ai-washing-goes-criminal?r=i8cv] (41:43) The Importance of SEC Changes (only 3 commissioners from a single party) (43:22) The Role of Markets in Everyday Life (47:45) Books that have greatly influenced her life: 1. The Jungle [https://en.wikipedia.org/wiki/The_Jungle] by Upton Sinclair (1906) 2. Germinal [https://en.wikipedia.org/wiki/Germinal_(novel)]by Émile Zola (1885) 3. Crying in H Mart [https://en.wikipedia.org/wiki/Crying_in_H_Mart] by Michelle Zauner (2021) (48:20) Her mentors: Nell Minow [https://boardroom-governance.com/episodes/nell-minow], Diana Henriques [https://en.wikipedia.org/wiki/Diana_B._Henriques], and Thornton O'Glove. [http://www.thorntonoglove.com/] (49:19) Quotes that she thinks of often or lives her life by: "Don't Postpone Joy" (50:52) An unusual habit or an absurd thing that she loves.  Michelle Leder [https://www.footnoted.com/about/] is the founder and editor-in-chief of footnoted.com, a source for uncovering important information hidden deep in SEC filings.  You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

Erik Lie: Catching Cheats, Fraud Detection, and the Board’s Evolving Role

(0:00) Intro (1:30) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:16) Start of interview (3:01) Erik's origin story (6:10) His role [https://tippie.uiowa.edu/people/erik-lie] at the Tippie College of Business at the University of Iowa. (7:49) Exploring his book Catching Cheats [https://www.amazon.com/Catching-Cheats-Everyday-Forensics-Business/dp/B0DV4BLF8J] (9:39) About the field of forensic economics [https://eriklie.com/forensic-economics/] (11:00) The Challenge of Private Market Data and Fraud *Reference to our Startup Litigation Digest [https://startuplitigation.substack.com/] (16:24) Board Responsibilities in Fraud Detection (19:03) Challenges for private company boards (21:22) Insights and red flags from the Madoff Case [https://en.wikipedia.org/wiki/Madoff_investment_scandal] (26:30) Insider Trading and Its Challenges (31:29) The Role of Whistleblowers in Fraud. Reference to E142 with Tyler Shultz [https://boardroom-governance.com/episodes/tyler-shultz] and E130 with Mary Inman (whistleblower attorney) [https://boardroom-governance.com/episodes/mary-inman] (35:44) Cultural Perspectives on White-Collar Crime (39:59) The Intersection of Vision and Fraud (41:27) Fraud problems in academia (44:00) The Impact of AI on Fraud Dynamics *suggested read: The Trillion Dollar Governance Reckonings [https://evanepstein.substack.com/p/the-trillion-dollar-governance-reckonings] (49:46) The role of directors in the stock backdating scandals "they were happy beneficiaries" (51:03) Books that have greatly influenced his life: 1. Animal Farm [https://en.wikipedia.org/wiki/Animal_Farm] by George Orwell (1945) 2. Into Thin Air [https://en.wikipedia.org/wiki/Into_Thin_Air]by Jon Krakauer (1997) (53:45) His mentors *discussion about the Norges Bank Investment Mgmt Fund [https://www.nbim.no/] ($2T AUM) and its ethical issues. (56:23) Quotes that he thinks of often or lives his life by. (57:10) An unusual habit or an absurd thing that he loves.  (58:08) The living person he most admires: Bill Gates. Erik Lie [https://eriklie.com/] is the Amelia Tippie Chair in Finance and Professor at the Tippie College of Business at the University of Iowa. His new book, Catching Cheats: Everyday Forensics to Unmask Business Fraud, offers a compelling look at how forensic economics and data-driven analysis can help identify wrongdoing that remains hidden in plain sight.  You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

Sue Siegel: Innovation, Life Sciences, and Governance in a Changing World

(0:00) Intro (1:55) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:42) Start of interview (3:56) Sue's origin story (5:42) The Rise of Biotech and her Career Journey (BioRad [https://grokipedia.com/page/Bio-Rad_Laboratories], Dupont [https://grokipedia.com/page/DuPont], Amersham and Affymetrix [https://grokipedia.com/page/Affymetrix]) (12:04) Transition to Venture Capital (Mohr Davidow Ventures [https://mdv.com/], GE Ventures [https://www.ge.com/news/reports/tag/ge%20ventures%20investment]) (14:55) Evolution of Corporate Venture Capital (since ~2010) "They [now] represent about 28% of all VC dollars going into startups." (19:32) Her Board Membership Journey (since 2000, as a board member at Affymetrix where she was an executive) (21:12) The Impact of AI on Governance (21:53) Cultural Differences in Boardrooms between founders and investors: "if you do governance right, it should be an enabler, not a suffocator." (29:24) Navigating Geopolitical Risks. Example: Align Technology: We moved about 90% of our Russia based developers to Armenia. (33:01) Challenges in Life Sciences Funding (34:52) The AI Investment Boom (37:16) Activism's Influence on Corporate Boards. "They punish the lack of communication. They punish obscuring things."  Reference to E189 with Joele Frank and Anne Chapman [https://boardroom-governance.com/episodes/frank-and-chapman]. (42:36) The Evolution of Compensation Structures "I think one of the key topics around comp is aligning pay, performance, and purpose." (45:34) Other relevant board topics: human capital, innovation, data and board culture. (47:57) The Importance of Board Refreshment (digital and IA natives that can govern in the boardroom) (49:12) Books that have greatly influenced her life: 1. Passages [https://www.goodreads.com/book/show/82229.Passages] by Gael Sheehy (1976) 2. Mountains Beyond Mountains [https://en.wikipedia.org/wiki/Mountains_Beyond_Mountains] by Tracy Kidder (2003) (52:00) "People that helped her along" (54:23) An unusual habit or an absurd thing that she loves.  (54:59) The living person she most admires: Francis Collins [https://en.wikipedia.org/wiki/Francis_Collins]. (56:39) Quotes that she thinks of often or lives her life by. Sue Siegel [https://www.kff.org/person/susan-e-siegel/] is a highly accomplished executive, investor, and board member who has been at the forefront of innovation across life sciences, healthcare, and technology for more than three decades. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

Karen Page: Venture Boards, Founder Governance, and the Path from Startup to Scale

(0:00) Intro (1:25) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:12) Start of interview (3:01) Karen's origin story (3:44) Early Career and Transition to Technology (5:40) The Dot-Com Era and her time at Brobeck [https://en.wikipedia.org/wiki/Brobeck,_Phleger_%26_Harrison] and later at Orrick. (8:50) Her transition to Prosper Marketplace [https://en.wikipedia.org/wiki/Prosper_Marketplace] (Chris Larsen's company)  (9:40) Her time at Box, Inc [https://en.wikipedia.org/wiki/Box,_Inc.]. and Apple *Reference to E179 with Jack Lazar [https://boardroom-governance.com/episodes/jack-lazar] (13:14) Her journey to Venture Capital. (14:16) Joining B Capital [https://b.capital/about/](in 2019) and the firm's investment focus (16:16) The nature of B Capital's partnership with the Boston Consulting Group (BCG)  (19:32) Governance in Early Stage Companies (20:42) Her role as a board partner of her firm. *Reference to VCBA program [https://cbl.uclawsf.edu/programs/vcba/] (23:22) Building Trust in Governance "It starts on day one. And that trust is just, is literally earned through every conversation, every interaction, and certainly every board meeting." (25:41) Founder-Friendly Terms and Market Changes (28:43) The Importance of Governance During Crisis (31:52) CEO Succession and Leadership Transition (37:45) Advisory Boards vs. Fiduciary Boards (40:06) On board observers (44:08) Board Committees and Their Evolution (48:10) The Debate: Stay Private or Go Public (51:37) Books that have greatly influenced her life: 1. Annie Duke's Thinking in Bets (2018) 2. Ray Dalio's Principles (2017) 3. Shoe Dog by Phil Night (2016) (52:00) Her mentors: David Geyer (Brobeck), Aaron Levie (Box), Howard Morgan (B Capital) (52:48) Quotes that she thinks of often or lives her life by: "never cut what you can untie". And the other is "never confuse motion with progress." (53:03) An unusual habit or an absurd thing that she loves.  (53:25) The people she most admires (55:50) Diversity on Boards in Venture Capital Karen Page [https://b.capital/team/karen-appleton-page/] is a General Partner and Board Partner at B Capital. As a Board Partner, she collaborates with portfolio company leadership, B Capital’s investment team and the firm’s network of advisors to provide best-in-class strategic guidance You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]

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 [https://www.amgovcollege.org/]. (2:21) Start of interview (3:19) Joele Frank [https://www.joelefrank.com/team/joele-frank]'s origin story (5:02) Anne Chapman [https://www.joelefrank.com/team/anne-chapman]'s origin story (8:41) The history and focus of the firm Joelle Frank [https://www.joelefrank.com/] (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 [https://boardroom-governance.com/episodes/aeisha-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 [https://www.cnbc.com/2024/11/14/ancora-norfolk-southern-strike-settlement-deal-to-avert-proxy-fight.html]. 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" debate Joele Frank [https://www.joelefrank.com/team/joele-frank] is the founder and Managing Partner of Joele Frank. Anne Chapman [https://www.joelefrank.com/team/anne-chapman] is a Managing Director at Joele Frank. You can follow Evan on social media at: X: @evanepstein [https://twitter.com/evanepstein] LinkedIn: https://www.linkedin.com/in/epsteinevan/  [https://www.linkedin.com/in/epsteinevan/] Substack: https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/ [https://evanepstein.substack.com/] __ Music/Soundtrack (found via Free Music Archive [https://freemusicarchive.org/]): Seeing The Future by Dexter Britain [https://freemusicarchive.org/music/Dexter_Britain/]is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License [http://creativecommons.org/licenses/by-nc-sa/3.0/us/]