Boardroom Governance with Evan Epstein

(0:00) Intro (1:26) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:13) Start of interview (2:45) Robin's origin story (3:55) About the AI Law and Innovation Institute [https://www.uclawsf.edu/center-for-innovation/ai-law-innovation-institute/]. (5:02) On AI governance: "AI is critical for boards, both from a risk management perspective and from a regulatory management perspective." Boards should: 1) Get regular updates on safety and regulatory issues, 2) document the attention that they're paying to it to have a record of meaningful oversight, and 3) Most importantly, boards can't just rely on feedback from the folks in charge of the AI tools. They need a red team of skeptics. (9:58) Boards and AI Ethics. Robin's Rules of Order for AI [https://www.uclawsf.edu/center-for-innovation/robins-rules-of-order-for-ai/]. Rule #1: Distinguish Real-time Dangers from Distant Dangers (15:21) Antitrust Concerns in AI (18:10) Geopolitical Tensions in AI Race (US v China). "Winning the AI race is essential for the US, both from an economic and from a national security perspective." (23:30) Regulatory Framework for AI "It really isn't one size fits all for AI regulation. Europe, for the most part, is a consumer nation of AI. We are a producer nation of AI, and California in particular is a producer of AI." "There must be strong partnerships in this country between those developing cutting-edge technology and the government—because while the government holds the power, Silicon Valley holds the expertise to understand what this technology truly means." (26:46) California's AI Regulation Efforts "I do believe that over time, at some point, we will need a more comprehensive system that probably overshadows what the individual states will do, or at least cabins to some extent what the individual states will do. It will be a problem to have 50 different approaches to this, or even 20 different approaches to this within the country." (29:03) AI in the Financial Industry [AI Governance in the Financial Industry] (33:13) Future Trends in AI. "I think the key for boards and companies is to be alert and to be nimble" and "as hard as it is, brush up a bit on your math and science, if that's not your area of expertise." "My point is simply, you have to understand these things under the hood if you're going to be able to think about what to do with them." (35:43) Her new book "AI vs IP. Rewriting Creativity [https://www.cambridge.org/core/books/ai-versus-ip/753B0C776CBB12D667E557506BF21089]" (coming out July 2025). (37:12) Key Considerations for Board Members: "It’s about being nimble, staying proactive and having a proven track record of it. Most importantly, you need a red team approach." (38:26) Books that have greatly influenced her life: 1. Rashi's Commentary on the Bible [https://www.oxfordbibliographies.com/display/document/obo-9780199840731/obo-9780199840731-0128.xml] 2. Talmud [https://en.wikipedia.org/wiki/Talmud] (39:06) Her mentors. 1. Professor Robert Weisberg [https://law.stanford.edu/robert-weisberg/] 2. Professor Gerald Gunther [https://en.wikipedia.org/wiki/Gerald_Gunther] (41:39) Quotes that she thinks of often or lives her life by: "The cover-up's always worse than the crime." (42:34) An unusual habit or an absurd thing that she loves.  Robin Feldman [https://www.uclawsf.edu/people/robin-feldman/] is the Arthur J. Goldberg Distinguished Professor of Law, Albert Abramson ’54 Distinguished Professor of Law Chair, and Director of the Center for Innovation at UC Law SF. 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/]

(0:00) Intro (1:13) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:00) Start of interview (2:45) Amy's origin story (3:25) Her start in corporate governance (5:02) About the implosion of Arthur Andersen [https://en.wikipedia.org/wiki/Arthur_Andersen] (she worked there from 1993 to 2002)  (7:00) Her time at BDO USA for the past 21 years and founding the BDO Center for Corporate Governance [https://www.bdo.com/bdo-center-for-corporate-governance] (11:50) AI governance and board approaches to new technologies. (13:53) Technology savviness or literacy of directors.  (15:32) Where does technology and AI fit in the board (full board v. committees)  (17:53) Climate disclosures and evolution of ESG "ESG is considered a four-letter word at this point" (21:26) Evolving geopolitical landscape and challenges to globalization. (24:25) CEO Succession Challenges (26:40) CEO Compensation Insights and Private vs. Public Company Governance (including VC and PE) (33:30) Thoughts on new SEC guidance limiting shareholder proposals on ESG issues and expanding disclosure requirements for large asset managers ("passive investors") engaging with companies on ESG issues (shifting from 13G to 13D). The rise of private markets. (38:33) Future Governance Challenges "[F]or the next 12 months; 1) strengthening of AI and technology usage and oversight, 2) Continuing to evolve enterprise risk management, and 3) Ensuring effective cybersecurity and data protection policies." Other than that: talent management, board evaluations. (42:08) Evolving Board Structures (44:07) Books that have greatly influenced her life: 1. The Notebook [https://en.wikipedia.org/wiki/The_Notebook_(novel)] by Nicholas Sparks (1996) (45:31) Her mentors. (47:20) Quotes that she thinks of often or lives her life by: "Water finds its level." and "You'll never achieve what you don't make known that you want." (48:19) An unusual habit or an absurd thing that she loves.  (48:54) The living person she most admires. (49:50) BDO USA governance podcast [https://www.bdo.com/insights/assurance/bdo-in-the-boardroom-podcast-series] Amy Rojik [https://www.bdo.com/amy-rojik] is managing partner of corporate governance at BDO USA, and director and founder of the BDO Center for Corporate Governance. 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/]

(0:00) Intro (1:15) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:02) Start of interview (2:45) Emily's origin story (8:27) Her start in venture capital through DFJ with Tim Draper [https://en.wikipedia.org/wiki/Tim_Draper] in 2000. (11:56) About the history and evolution of VC (13:42) Investing thesis (founding principle) at her firm Threshold Ventures [https://threshold.vc/about]. (19:21) The venture mechanics of Threshold Ventures [https://threshold.vc/about]. "One of our SLAs is we'd like to be the founder's first call." (21:30) On navigating boardroom dynamics in venture-backed boards. "Building trust is critical"  (26:20) On dealing with conflicts of interests at the board level in the VC context. "Decisions with an investors' hat vs board member hat" (31:35) Mention of the VC-Backed Board Academy [https://uchcdo.regfox.com/sf-vc-backed-board-academy-3] in SF on May 14, 2025, and NYC on Oct 28, 2025. (32:31) The role of independent directors in VC-backed companies. "I love bringing in independent directors early." (38:09) On board observers. "I always try to think about [board roles] in a two-year cycle" (42:44) The state of diversity in VC. Discussion about All Raise [https://www.allraise.org/] (founded in 2018). (48:12) Navigating the AI Landscape "it's a different world" (55:10) Books that have greatly influenced her life: 1. The Soul in the Game [https://soulinthegame.net/] by Vitaliy Katsenelson (2022) (55:43) Her mentors: Heidi Roizen (E6 [https://boardroom-governance.com/episodes/heidi-roizen], E108 [https://boardroom-governance.com/episodes/heidi-roizen-ii] and E116 [https://boardroom-governance.com/episodes/private-companies-and-startup-governance]) (57:07) Quotes that she thinks of often or lives her life by. "Happiness = Reality - Expectation" (57:56) An unusual habit or an absurd thing that she loves.  (58:31) The living person she most admires. Emily Melton [https://threshold.vc/team/emily-melton/] is a co-founder of Threshold Ventures. She is looking for entrepreneurs who are genuinely excited about being agents of change and have an almost irrational drive to make things better. 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/]

(0:00) Intro (1:26) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:13) Start of interview (2:45) Joe's origin story (4:07) His early career starting in London, with law firm Linklaters.  (6:43) His move to Friendster [https://en.wikipedia.org/wiki/Friendster] in Silicon Valley. (8:00) His time at Videoegg [https://en.wikipedia.org/wiki/SAY_Media]. (9:24) His time at the International Trade Administration [https://www.trade.gov/] in the Obama Administration. (11:30) His return to private practice with Gannett [https://www.gannett.com/] and Facebook's emerging products. (13:10) His operating role at SOSV [https://sosv.com/team/joe-hurd/], a global venture capital firm (2019-present) (15:10) How he got started with his board service. First board experience: a UK public company called GoCompare [https://www.gocompare.com/]. (16:50) Difference between a "good" and a "great" director.  (18:34) Distinguishing the concept of overboarding between public and private VC-backed companies. Reference to VCBA [https://uchcdo.regfox.com/sf-vc-backed-board-academy-3] (5/14/25) (21:06) Some differences between U.S. and U.K. governance practices. (24:57) On the increasing politicization of corporate governance, including ESG and DEI (plus boardroom diversity). "Let's bend it, not end it." (27:47) The origin story of the bio books [https://www.joehurd.com/biobook] that he compiles. (31:07) On the impact of AI in the boardroom. Boards need to 1) move faster on AI, and 2) focus on the transformation, not only the tech. (35:50) On navigating in VUCA times [https://hbr.org/2014/01/what-vuca-really-means-for-you](Volatility, Uncertainty, Complexity, and Ambiguity). "Act proactively, not reactively" (38:18) Challenges for boards in next 5-10 years: 1) time management and 2) increasing focus on director skill sets. (35:50) On navigating the regulatory landscape in VUCA times [https://hbr.org/2014/01/what-vuca-really-means-for-you](Volatility, Uncertainty, Complexity, and Ambiguity). (41:27) On board evaluations. (46:00) Will governance regulations harmonize internationally? Example: climate change disclosures. (49:15) The UK's approach for boards to engage with employees: workers' council, board representation, or DNEDs. [https://assets.kpmg.com/content/dam/kpmg/uk/pdf/2018/07/designated-NED.pdf] (46:00) Will governance regulations harmonize internationally? Example: climate change disclosures. (51:50) Books that have greatly influenced his life: 1. How to Win Friends and Influence People [https://en.wikipedia.org/wiki/How_to_Win_Friends_and_Influence_People] by Dale Carnegie (1936) 2. Range [https://davidepstein.com/range/], by David Epstein (2019) (52:38) His mentors: Barry Williams (E153) [https://boardroom-governance.com/episodes/barry-lawson-williams] (54:13) Quotes that he thinks of often or lives his life by. "Be kind, for everyone you meet is fighting a hard battle" and "I never lose, I either win or learn." (56:27) An unusual habit or an absurd thing that he loves.  (57:10) The living person he most admires. Joe Hurd [https://www.joehurd.com/] is a purpose-driven public company board director and strategic advisor who focuses on digital transformation, international expansion and stakeholder engagement. 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/]

(0:00) Intro (1:15) About the podcast sponsor: The American College of Governance Counsel [https://www.amgovcollege.org/] (2:02) Start of interview (2:48) Jorge's origin story (6:03) His executive career in Silicon Valley (including computer and semiconductor industries) (9:00) On his board experience (he has served in ~20 boards) (11:32) Distinctions between serving on different types of boards (public/private/non-profits/etc). On non-profits: "the board is really there for what they call the 3 W's: wisdom, work, or wealth." (12:55) On startup governance. (19:24) On the backlash on ESG/DEI and his book Differences that Make a Difference [https://www.amazon.com/Differences-That-Difference-Jorge-Titinger/dp/0578543656](2019). "I think the companies that embarked on DEI programs for the sake of checking a box or purely for the sake of compliance are the ones that need to change or got in trouble." (28:49) Differences between CEO coaching and board membership. "Most engineers need to get way better at EQ. When you get into leadership, it's a lot more about influence than being right." (31:26) On founder-led companies and governance. (37:00) On the impact of AI on business and boards. *Reference to E162 with Nora Denzel [https://boardroom-governance.com/episodes/nora-denzel-2] on NACD's BRC on tech in the boardroom. (44:30) On trend of AI companies incorporating as PBCs. (46:55) Books that have greatly influenced his life: 1. Good to great [https://www.jimcollins.com/article_topics/articles/good-to-great.html] by Jim Collins (2001) 2. Crossing the Chasm [https://en.wikipedia.org/wiki/Crossing_the_Chasm], by Geoffrey Moore (1991) 3. The Hard Thing About Hard Things [https://a16z.com/books/the-hard-thing-about-hard-things/], by Ben Horowitz (2014) 4. Philosophy: Buddhism (48:42) His mentors: parents, Russell Redenbaugh [https://en.wikipedia.org/wiki/Russell_Redenbaugh], and his karate instructor. (51:44) Quotes that he thinks of often or lives his life by.  (52:37) An unusual habit or an absurd thing that he loves. Sports examples and analogies with business world. (54:38) On the impact of work from home. "Trust has gone from imperative to imperiled" (58:00) The living person he most admires: Reed Hastings [https://en.wikipedia.org/wiki/Reed_Hastings]. *Reference to Netflix board case study [https://www.gsb.stanford.edu/faculty-research/publications/netflix-approach-governance-genuine-transparency-board] Jorge Titinger [https://titingerconsulting.com/jorge-titinger/] is the founder and CEO of Titinger Consulting, a boutique consulting firm focused on strategy development, the cultural aspects of M&A, corporate transformations and leadership coaching. 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/]