Boardroom Governance with Evan Epstein

Hosted by Evan Epstein

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220

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Aug 2026

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Boardroom Governance with Evan Epstein features in-depth conversations with leading voices in corporate governance, including founders, board members, executives, investors, scholars, lawyers, and other trusted advisors. Through long-form interviews, the podcast explores the people, decisions, trends, risks, and ideas shaping today’s boardrooms. Each conversation combines practical governance insights with personal experiences, leadership lessons, and the career journeys of some of the most accomplished minds in business.

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September 11, 202631 min

CEO Succession: What Boards Need to Get Right | Karen Francis DeGolia & Penny Herscher

(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 CEOs Karen 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. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

September 1, 202656 min

Raffaela Rein: How AI Is Changing the Way Boards Work

(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. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

August 25, 202652 min

Marc Huffman, CEO of OnBoard: AI Governance Inside the Board Portal

(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. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

August 17, 202655 min

Shannon Nash: Boards, AI Agents, and Human Judgment

(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026) (0:43) Intro (2:08) About the podcast sponsor: The American College of Governance Counsel . (2:54) Start of interview. (3:56) Origin Story of Shannon Nash (7:00) Her pivot from Law to Finance (9:15) Her operating and finance career (12:55) Her experience in tech (subscription businesses) and current COO and CFO role at Vibrant Planet (15:50) Her first board (UserTesting) and subsequent board career (Netscout, SoFi, Lazy Dog Restaurants, Silicon Valley Community Foundation) (22:04) Cybersecurity Meets AI (28:47) Where are the Humans? The next wave in the agentic era (31:44) Regulated Boards and Risk (36:25) Private Board Experience (VC and PE). (41:13) About Alpha AI, focusing on AI Governance (43:53) On her podcast No Boxes, Just Verses (46:45) Her obsession with the Acquired podcast (47:41) Her mentors (49:40) Quotes that she thinks of often or lives her life by. (51:06) An unusual habit or an absurd thing that she loves. Beat Shazam show (52:15) The living person she most admires. Shannon Nash is a qualified financial expert, attorney, and CPA with over 30 years at the intersection of technology, finance, and governance. She serves as a board member in both public and private companies. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

August 3, 20261 hr 0 min

Sandra Gobert: European Governance in a Changing World

(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026) (1:20) Intro (2:45) About the podcast sponsor: The American College of Governance Counsel . (3:31) Start of interview. (4:55) Origin Story of Sandra Gobert (6:04) Sandra’s Career Path (8:56) Guberna and Board Education. Member of EcoDa . (12:00) Family Firms and Control in EU (13:53) Relationship Agreements Explained (examples, Bpost and Proximus ) (19:05) State Owned Enterprises (SOEs), and Government involvement on Boards (19:58) The Board’s Emerging Fourth Role : advocacy and policymaking, alongside its traditional strategic, leadership, and oversight responsibilities. (22:52) AI and Alternative Structures. PBCs, Foundations, and other European multi-stakeholder models. (29:25) Employees on the Board ("unacceptable in Belgium"). (31:01) Toward European Harmonization ("We need more Europe, not less Europe") (31:50) The EU Inc. Idea (33:57) Principle-Based Governance ("Comply or Explain" framework) (36:19) The Value of Board Evaluations (41:05) Founder Control in Tech (dual class share structures) (44:05) Europe’s Power Shift (46:34) China and Global Competition (49:42) Europe’s Economic Pressures (reference to The Economist's interview with Elon Musk ) (52:23) Board Dynamics Matter (53:19) Books that have greatly influenced her life: Catherine de Médicis, ou, La reine noire , by Jean Orieux (1986) Passion , by Jude Morgan (2005) The Journey of Leadership by Hans-Werner Kaas, Dana Maor, Kurt Strovink, Ramesh Srinivasan (2024) (54:59) Her mentors. (55:52) Quotes that she thinks of often or lives her life by. (57:09) An unusual habit or an absurd thing that she loves. (58:05) The living person she most admires in governance: Christine Lagarde . Sandra Gobert is the Executive Director of GUBERNA. Sandra also serves as an independent director of Fluxys Belgium, sits on the board of ecoDa, the European Confederation of Directors Associations, and is a member of the board of Belgium’s Corporate Governance Committee. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

July 20, 202658 min

Karen Francis and Penny Herscher: The Chairs' View of a Changing World

(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026) (1:17) Intro (2:45) About the podcast sponsor: The American College of Governance Counsel . (3:31) Start of interview. (4:39) AI and Governance Today (5:34) Data Center Politics (reference to moratorium by New York State) (6:48) About the 3rd Rome Conference on AI, Ethics and Governance (9:06) AI Hype and Job Fears (14:45) Birth and focus of The Chairs Circle and Limerick Lane Cellars . (22:53) CEO Succession Lessons (30:58) Founders versus Boards (37:04) EVs and China’s Rise (44:58) Semiconductors , Chips and Geopolitics (49:03) Boards in a Fractured World "[W]e now need to have engaged board members, board members who are curious, who read, who stay up to speed on things, who keep asking more questions. You cannot have directors who are just calling it in anymore." (53:31) Government as Shareholder Karen 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. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

July 14, 20261 hr 3 min

Mayree Clark and Linda Riefler: Leading-Edge Stewardship in the Boardroom

(0:00) About the Boardroom Governance Summit (Aug 26-27, 2026) (0:55) Intro (2:37) About the podcast sponsor: The American College of Governance Counsel . (3:24) Start of interview. (4:23) Origin story Mayree Clark (6:08) Origin story Linda Riefler (8:23) About their Leading-Edge Stewardship framework and personal road-map. (11:38) Teamwork and Long-Term Value Creation (16:03) On board diversity and pace of change (19:02) Boards in distress: Mayree joining Ally Financial in financial crisis (2009) (21:39) MSCI Culture and CEO Relations (26:02) Tough calls on CEO transitions (example of CSX CEO transition ) (32:39) Private Equity Board Lessons (flexibility on decision-making and talent pools) (36:22) Handling under-performing directors (43:11) German Governance Across Borders (Mayree's experience serving on Deutsche Bank's board ) (48:06) Purpose, Adversity, and Stewardship (50:42) What are the 1-3 books that have greatly influenced your life: Mayree: Self Renewal : The Individual and the Innovative Society, by John Gardner (1963) Linda: A Brief History of Everything , by Ken Wilber (2017) How the Word is Passed , by Clint Smith (2021) The Spark Within, by Michael Neal (coach) (53:36) Who were their mentors, and what they learned from them. (56:37) An unusual habit or an absurd thing that they love. (1:00:16) The living person they most admire. Mayree Clark is a longtime corporate director, founder and Managing Partner of Eachwin Capital, and former senior executive at Morgan Stanley. She currently serves on the boards of Ally Financial and Deutsche Bank AG. Linda Riefler is an experienced corporate director and former senior executive at Morgan Stanley. She currently serves on the boards of CSX Corporation, MSCI Inc., and North American Partners in Anesthesia, and is chair of Pencils of Promise. You can follow Evan on social media at: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

July 6, 20261 hr 5 min

AI in the Boardroom: What Directors Need to Know Now

(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: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

June 29, 202656 min

Terry Johnson: Sports, Gaming, and Family Business Governance

(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: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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

June 22, 20261 hr 15 min

Keith Giarman and Tony Abate: Private Equity Boards and the Turnaround Playbook

(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: Website: boardroom-governance.com X: @evanepstein LinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/ YouTube: https://www.youtube.com/@BoardroomGovernance __ 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