Boardroom Governance with Evan Epstein

(0:00) Intro(1:23) About the podcast sponsor: The American College of Governance Counsel(2:07) Start of interview(2:58) Stavros Gadinis' Origin Story(4:27) The origin of his new book Corporate Ordering: How Corporations Navigate Social Conflict(5:30) Shareholders vs. Stakeholders: why the century-old debate over corporate purpose remains unresolved(7:37) Corporations as Rulemakers: how companies increasingly create rules that affect millions or even billions of people(11:07) Who Really Has Decision-Making Power? Boards, founders, dual-class shares, institutional investors, and corporate hierarchies(13:31) AI Governance Models: Microsoft, OpenAI, Anthropic, and different approaches to governing AI(14:43) Microsoft’s approach to Responsible AI and building internal systems for accountability, transparency, and oversight(18:00) Creating internal checks on product decisions and giving employees a process to challenge governance decisions(18:48) The OpenAI Governance Crisis: Altman’s 2023 firing, the power of employees and investors, and the limits of formal board authority(20:25) Why governance structures designed for startups may not survive when companies grow into massive global businesses(22:25) OpenAI vs. Anthropic: detailed rulebooks versus Constitutional AI and the tradeoffs between specific rules and broad principles(25:09) Meta’s Oversight Board: what worked, what did not, and why independent monitoring requires real authority(28:10) Stavros’s Three-Part Corporate Ordering Framework: 1) rule making, 2) implementation, and 3) monitoring.(32:20) Is corporate ordering just Compliance 2.0? Why Stavros sees an important difference between compliance and product design(34:55) Uber’s Safety Reckoning: how outside consultation changed the company’s approach to reporting sexual assault (38:06) AI Regulation: the emerging patchwork across the United States, Europe, China, and other jurisdictions(40:04) How corporate AI governance practices can eventually become the foundation for government regulation(42:17) The increasingly important role of the General Counsel in governance, regulation, and helping shape emerging rules(43:21) A book that influenced Stavros: a biography of Louis XIV, and lessons about concentrated power and decision-making(44:19) His mentor, Howell Jackson of Harvard Law School, and the importance of embracing complexity(45:27) A lesson from his painting instructor: don’t be afraid to start with the wrong line(46:20) An unusual passion: French patisserie (46:56) The living person he most admires: Icelandic pianist Víkingur Ólafsson(48:20) Where to find Corporate Ordering: How Corporations Navigate Social ConflictStavros Gadinis is the George R. Johnson Professor of Law and Faculty Director of the Berkeley Center for Law and Business at UC Berkeley School of Law ---Stay connected with Boardroom Governance:Website: boardroom-governance.comNewsletter: Boardroom Governance on SubstackYouTube: Boardroom GovernanceLinkedIn: Evan EpsteinX: @evanepsteinSubscribe to the Boardroom Governance newsletter for governance insights and exclusive subscriber content: evanepstein.substack.com---Music: “Seeing The Future” by Dexter Britain, via Free Music Archive, licensed under the Creative Commons Attribution-NonCommercial-ShareAlike 3.0 United States License.

(00:00) Intro and about to the inaugural Boardroom Governance Summit(02:45) About Ivonne Wassenaar, and Alla Whitston from MUFG(04:51) AI and Board Oversight: what directors should be asking as AI moves from experimentation into core business strategy(05:59) Looking Beyond Today’s AI: why boards need outside perspectives on startups, venture investment, and where the technology may be heading next.(06:58) Building Optionality: avoiding long-term technology lock-in while models, infrastructure, and token economics are changing rapidly(07:18) AI and Cybersecurity: how AI is accelerating attacks and why boards should be conducting cyber tabletop exercises with management(08:39) Data Governance and AI: protecting company and customer data and preventing sensitive information from being used to train outside models(10:21) AI Regulation: why stronger and more consistent regulatory guardrails may actually help companies manage risk(13:24) What Directors Should Ask the CIO: data architecture, AI infrastructure, controls, third-party assessments, and protecting the company’s “crown jewels”(16:34) The AI Venture Boom (the "psychotic edge"): why investors acknowledge they may be overpaying but still fear missing the eventual winners(18:20) Separating AI Hype from Durable Businesses: customer problems, competitive moats, proprietary data, gross margins, and sustainable unit economics(19:50) Global AI Competition: U.S., Chinese, European, and Japanese models and the importance of avoiding dependence on any single provider(23:11) AI and the Workforce: how AI is changing engineering, sales, marketing, and other functions inside companies(24:40) Headcount Dollars vs. Token Dollars: how companies are reallocating budgets as AI becomes part of everyday operations(26:15) Citizen Development: why AI is democratizing software development and allowing business users to build their own tools and agents(28:48) How Boards Should Think About AI Budgets: experimentation, large strategic bets, acquisitions, and holding management accountable to the original business case. "The sure path to death is to not do AI"(32:39) Recommendation to boards: "[W]hen you think about AI, think about not necessarily your straight ROI case or your cost case. Think about what am I trying to achieve in the next six to 12 months? And that's literally as far as you can see, and it's probably closer to six." When to Shut Down AI Projects: why boards need discipline around stopping experiments that are not producing results.(33:30) Beyond Productivity: moving from cost savings and efficiency to true value realization through faster decisions, autonomy, and new business opportunitiesIvonne Wassenaar is a technology executive, advisor, and experienced board director whose career spans software, strategy consulting, and CEO roles. She currently serves on boards across public, private equity, and venture-backed companies.Alla Whitston is CIO for MUFG Americas and brings more than three decades of experience leading technology in the financial services industry.Recorded at the inaugural Boardroom Governance Summit in Healdsburg, California, on August 27, 2026. ---Stay connected with Boardroom Governance:Website: boardroom-governance.comNewsletter: Boardroom Governance on SubstackYouTube: Boardroom GovernanceLinkedIn: Evan EpsteinX: @evanepsteinSubscribe to the Boardroom Governance newsletter for governance insights and exclusive subscriber content: evanepstein.substack.com---Music: “Seeing The Future” by Dexter Britain, via Free Music Archive, licensed under the Creative Commons Attribution-NonCommercial-ShareAlike 3.0 United States License.

(0:00) Introduction to the inaugural Boardroom Governance Summit(02:18) The Board’s Role in CEO Succession: why succession is about more than hiring and firing the CEO, and why boards should think about the entire executive management team(04:57) Is the CEO You Have Today the CEO You Need Tomorrow? How rapid changes in markets, technology, and industry can change the leadership profile a company needs(06:31) Why Succession Plans Fail: boards know succession is important, so why are so many still unprepared?(07:54) Succession as an Ongoing Process: why the conversation should begin on the first day of a CEO’s tenure(09:23) The Emotion of CEO Succession: ego, fear, trust, and why succession can become one of the most difficult conversations between a board and a CEO(11:14) Who Owns CEO Succession? The role of the board chair, Nom/Gov Committee, Comp Committee, and other board leaders(13:24) Developing Internal Candidates: how directors can build relationships with senior executives and assess whether they could realistically become CEO(14:57) The P&L Test: if operating experience is essential for the next CEO, boards need to create those development opportunities years in advance(17:53) Private Equity and CEO Succession: the influence of investment horizons, exit expectations, and the private equity sponsor(19:24) Family-Owned Companies: long-term ownership, outside CEOs, independent boards, and succession across generations(20:41) Venture-Backed Companies: what happens when investors have backed the founder but the founder may no longer be the right CEO to scale the company(22:47) Founder Control and Dual-Class Shares: the limits of board influence when founders retain voting control(24:56) Shareholder Activism: why activists often target CEO performance through the board and how directors should assess their own vulnerabilities(28:00) AI and the Next Generation of CEOs: why intellectual curiosity, adaptability, and the willingness to learn may matter more than claiming to be an AI expert(30:06) How AI, geopolitics, and accelerating change are reshaping the qualities boards should look for in CEOsKaren Francis DeGolia is a board member at Vontier, CelLink, and NAUTO. Penny Herscher is a board member at Lumentum, Penguin Solutions, Forvia SA, and Modern Health.This conversation was recorded at the inaugural Boardroom Governance Summit in Healdsburg, California, on August 26–27, 2026. ---Stay connected with Boardroom Governance:Website: boardroom-governance.comNewsletter: Boardroom Governance on SubstackYouTube: Boardroom GovernanceLinkedIn: Evan EpsteinX: @evanepsteinSubscribe to the Boardroom Governance newsletter for governance insights and exclusive subscriber content: evanepstein.substack.com---Music: “Seeing The Future” by Dexter Britain, via Free Music Archive, licensed under the Creative Commons Attribution-NonCommercial-ShareAlike 3.0 United States License.

(0:00) Thank you to everyone who joined the inaugural Boardroom Governance Summit (0:30) Intro (1:51) About the podcast sponsor: The American College of Governance Counsel (2:38) Start of interview (3:21) Raffaela Rein’s Origin Story (4:44) Rocket Internet: the “copycat factory,” global expansion, execution, and leadership lessons (8:36) Founding and selling CareerFoundry (9:16) Raffaela’s Board Journey: Porsche and other boards: PE, tech unicorn, startups and non-profits. (11:04) Why she founded BoardLens (15:00) AI as a Strategic Sparring Partner for board members: better preparation, sharper questions, and challenging assumptions (16:14) How BoardLens is different from a traditional board portal and why individual directors are adopting it (18:37) Confidentiality, Privilege, and AI: the risks of using public AI tools for board work (21:03) The AI models behind BoardLens: Anthropic, Gemini, and OpenAI (23:25) Open vs. Closed AI Models and balancing performance, security, and confidentiality (25:01) BoardLens users and the growing demand for AI in regulated industries (26:37) The “private equitization” of the economy and the rise of private-company boards (31:38) OpenAI, Anthropic, and New Governance Models: PBCs, nonprofits, trusts, and mission-driven governance (35:15) The Sam Altman episode and the unusual balance of power among boards, employees, and investors (36:34) Mission vs. Financial Interests in AI governance (37:47) Founder Control and Dual-Class Shares: SpaceX, Elon Musk, and investor willingness to accept unconventional governance (39:17) The Porsche IPO and other unconventional governance structures (41:07) U.S. vs. German Boards: comparing the single-board and two-tier governance models (44:00) Why the board meeting should be one of the most valuable meetings in the company, not simply a reporting exercise (44:40) Why Raffaela believes the AI transformation may be bigger than the digital transformation (45:36) AI Strategy and Governance education for directors (46:00) Building a Directors Council to think about the future of board work in an AI-driven world (47:44) Autonomous vehicles, disruption of the German and European auto industries, and global competition (48:15) What happens if AI makes many goods and services dramatically cheaper, or even effectively free? (49:04) Books that have greatly influenced her life: Radical Candor, by Kim Scott Never Split the Difference, by Chris Voss The Hard Thing About Hard Things, by Ben Horowitz (51:13) Her mentors and the people she admires for perseverance (52:12) Quotes she thinks of often: Invictus and “I am the master of my fate, I am the captain of my soul.” (52:54) An unusual habit: going through different color phases (53:56) The living person she most admires: Tony Robbins, and his ability to sustain a sense of purpose over decades Raffaela Rein is the CEO and founder of BoardLens, an AI-powered intelligence platform built for board members. Her career spans BlackRock, Rocket Internet, entrepreneurship, and corporate boards.  ---Stay connected with Boardroom Governance:Website: boardroom-governance.comNewsletter: Boardroom Governance on SubstackYouTube: Boardroom GovernanceLinkedIn: Evan EpsteinX: @evanepsteinSubscribe to the Boardroom Governance newsletter for governance insights and exclusive subscriber content: evanepstein.substack.com---Music: “Seeing The Future” by Dexter Britain, via Free Music Archive, licensed under the Creative Commons Attribution-NonCommercial-ShareAlike 3.0 United States License.

(0:00) Thank you to all participants of the Boardroom Governance Summit (Aug 26-27, 2026)  (0:16) Intro *Boardroom Governance YouTube Channel launch. (1:45) About the podcast sponsor: The American College of Governance Counsel. (2:31) Start of interview.  (3:25) Origin Story of Marc Huffman (6:26) About OnBoard (10:35) AI Risks for SaaS and OnBoard (12:46) Directors Using AI in Shadows. His ideal board books. (17:05) Building a Better AI Policy (20:44) Agentic AI for Boards. Semantics search inside the board portal. (23:30) Recording Risks in Meetings (27:34) Improving Board Effectiveness (29:44) Public, Private, and Governance (32:50) The Private Markets Shift (37:37) AI and Board Dynamics. Empowering Independent Directors. (41:40) Semantic Search and Governance IQ Breakthrough (institutional memory). (44:15) Models, Costs, and Trust (47:26) Book that has greatly influenced his life: Shantaram, by Gregory David Roberts (2003) (48:17) His mentors (49:22) Quotes that he thinks of often or lives his life by "I'm a product of my own expectations" (49:43) An unusual habit or an absurd thing that he loves.  (50:35) The living person he most admires. Marc Huffman is the CEO of OnBoard, a global leader in digital board governance solutions, serving over 6,000 boards worldwide. ---Stay connected with Boardroom Governance:Website: boardroom-governance.comNewsletter: Boardroom Governance on SubstackYouTube: Boardroom GovernanceLinkedIn: Evan EpsteinX: @evanepsteinSubscribe to the Boardroom Governance newsletter for governance insights and exclusive subscriber content: evanepstein.substack.com---Music: “Seeing The Future” by Dexter Britain, via Free Music Archive, licensed under the Creative Commons Attribution-NonCommercial-ShareAlike 3.0 United States License.