On Boards Podcast

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh speak with Rod Adkins, board chairman, former IBM executive, and author of Curiosity Redefines the Limits. Rod shares insights from nearly 25 years of board experience, focusing on how directors can effectively oversee risk in an era of rapid technological disruption. The conversation explores how boards are evolving their governance structures to address increasingly complex risks tied to technology, cybersecurity, and artificial intelligence. Rod explains why traditional audit committees are often no longer sufficient on their own and, as a result, many organizations are forming dedicated risk and technology committees to better manage forward-looking challenges. A major focus of the discussion is AI as a transformative opportunity and a significant threat. Rod frames the present day as a new innovation cycle, emphasizing that boards must strike a careful balance between leveraging AI for competitive advantage and defending against AI-enabled risks. Key Takeaways Governance must always adapt to technology and rises Boards are moving beyond audit committees toward dedicated risk oversight teams to better address cybersecurity, infrastructure and innovation. Effective governance requires a forward mindset and close alignment with management on navigating change AI requires a balance of opportunity and protection AI can drive efficiency, innovation, and competitive advantage, but also introduces risks like cyber threats and trust challenges Boards must ensure organizations are both leveraging AI and protecting against its misuse "AI vs. AI" As threats become more sophisticated, companies must use AI-powered defenses to protect systems and data Maintaining trust and security will be a core board-level responsibility Curiosity drives better leadership The best directors ask thoughtful, strategic questions, curiosity helps leaders anticipate change, challenge assumptions, and improve decision-making Quotes "We're just at the beginning, and we're almost out of breath already in terms of how fast [AI] is moving and how much we see in terms of capabilities and disruption." "People that adapt to unknown situations and who productively challenge the status quo, have a curiosity or a competitive advantage for them in life and in their careers" "You don't always have to have the answer, but you need to figure out how to ask the right set of questions." Links https://rodneyadkins.com/book/ Curiosity Redefines the Limits: Advantages Gained from Life, the Workplace, and the Boardroom Forbes articles Guest Bio Rodney Adkins (Rod) has been Chairman of Avnet, Inc., one of the world's largest distributors of electronic components and technology solutions, since 2018. He is also the author of Curiosity Redefines the Limits, a leadership book that explores how curiosity can serve as a powerful competitive advantage in driving innovation, leadership effectiveness, and career growth. In addition, he is a Partner at 3RAM Group LLC, a privately held company specializing in capital investments, business consulting, and property management. Previously, Mr. Adkins was Senior Vice President of IBM, serving in that position from 2007 until 2014. Over his 33-year career with IBM, Mr. Adkins has held several operational and executive management roles spanning strategy, technology, systems, and supply chain. Mr. Adkins' work has spanned the world of technology and computing. He has been a leading innovator in solutions ranging from mobile devices to the world's largest supercomputers. His significant contributions include helping to advance the Personal Computer industry, leading IBM's POWER business to become the market leader in the UNIX market, and pioneering what became IBM's portfolio of Internet of Things (IoT) solutions. Mr. Adkins was inducted into the National Academy of Engineering (NAE) in 2005, one of the highest honors in the engineering profession. His life story is archived in Wikipedia and The History Makers. He was inducted into the Miami Jackson High School Hall of Fame in 2018, the Miami Dade County Public Schools Alumni Hall of Fame in 2022, and the Georgia Tech Engineering Hall of Fame in 2024. The Wall Street Journal named Mr. Adkins among the top 100 most influential and effective corporate directors in 2025. He has been awarded honorary doctoral degrees from Georgia Tech and the University of Maryland Baltimore County (UMBC). Mr. Adkins serves on the board of directors for United Parcel Service (UPS), WW Grainger, and Avnet. He is a member of the Executive Leadership Council (ELC) and a trustee of the Georgia Institute of Technology (Georgia Tech) and Rollins College. Mr. Adkins also serves on the Adrienne Arsht Center Trust Board, the Overtown Youth Center (OYC) Board, and the Community-Police Relations Foundation Board.

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Jim Brown, co-founder of OrgHealth and author of the global bestseller "The Imperfect Board Member." With 30 years of experience advising boards and CEOs, Jim shares how embracing imperfection leads to stronger leadership, healthier organizations, and better board performance. He dives into the evolution of governance over the last two decades and the cultural challenges boards face today. Jim also previews his forthcoming book arriving in 2026, "The Imperfect CEO," set 20 years after his first book. The sequel explores the current reality that company leaders face through changes in leadership expectations and workplace culture. Key takeaways 1.OrgHealth's mission Jim explains that organization health is a focus on culture, the relationship between board members, how they communicate with each other and how they talk about their CEO and management team Companies that seek OrgHealth's consultations need to have a leader who recognizes that they will be making most of the changes and acknowledges that improvements need to be made. 2. "The Imperfect Board Member" philosophy The book tells a fictional story of a frustrated CEO who discovers that in order to make effective change on his board, it begins with self-awareness. Along his journey he discovers "The Seven Disciplines of Governance Excellence: direct, protect, connect, expect, respect, reflect, and select. The key insight from the story is that lasting board transformation requires both individual and collective growth. 3. Challenges adjusting to changes in culture Jim's upcoming book, "The Imperfect CEO," revisits the same protagonist 20 years later as he confronts a new reality of generational and cultural shifts within companies. The issue that company leaders face is being stuck in the mindset that because something worked before, it should still work. But with younger generations entering the company, outdated expectations receive pushback. 4. The ideal board chair A great board chair leads with an attitude toward service, not authority. Their role is to draw out the best from every member, ensure effective discussion, and maintain focus without dominating the conversation. 5. Term limits, a solution to offboarding challenges Jim suggests that rather than making offboarding personal through performance feedback, make it a mechanical process. Term limits also encourage boards to develop the skill and culture to bring in new members and help them learn about the company. Quotes " Culture has become the undercurrent of every organization's reality. And if you don't recognize it, you're going to be blindsided by it." " My observation and my personal experience that the way we led as leaders 20 years ago that worked for us, doesn't work today." " I think it would just be much more healthy if we let boards be boards of directors where more of their energy is on the direction piece rather than the protection piece." " Have enough time for people to learn the job, the organization, and really add value, but not so much time that they become stale." Links OrgHealth The Imperfect Board Member Guest Bio Jim Brown is an author, speaker, and board governance advisor with over 30 years of experience helping boards and CEOs build healthier organizations. He co-founded OrgHealth in 1995, a consulting firm dedicated to improving board and leadership performance through culture, clarity, and accountability. His book, "The Imperfect Board Member" (2006), became an international bestseller. He currently serves on several boards, including Vanquish Hockey, Amgine Technologies, and previously served on boards for The Global Leadership Network and SigmaDek. His upcoming book, "The Imperfect CEO" (2026), explores how leadership and workplace culture continue to evolve in today's rapidly changing environment.

In this episode of On Boards, Dr. Keith Dorsey an executive coach, author, active board member, and expert in leadership development and corporate governance. joins hosts Joe Ayoub and Raza Shaikh His book, The Boardroom Journey: Practical Guidance for Women to Secure a Seat at the Table, provides insights and strategies for women aspiring to become board members. Keith holds a doctorate in Organizational Change and Leadership from the University of Southern California and serves on multiple boards including Vimly Benefit Solutions, Pacific Crest Trail Association and Pepperdine University's Graziadio Business School. He discusses his research-based concept of "optimal diversity," which couples demographic diversity and diversity of thought. His work has been widely published including the Harvard Business Review, MIT Sloan Management, Forbes and Fast Company. Key takeaways 1.Keith's life in 3 chapters Keith started his career in the U.S. military and the Air Force, followed by nearly 30 years working in corporate America. In 2019, he went back to school to get a doctorate in organizational change in leadership from the University of Southern California. Now, he serves as an executive advisor to lead corporate leaders to optimize boardroom practices. 2. What is optimal diversity? While getting his doctorate, Keith started to research the lack of gender and ethnic diversity on corporate boards. He discovered the concept of "optimal diversity" - the combination of observable diversity and/or demographic diversity along with diversity of thought. This idea encourages people to reflect beyond their observable traits and dive deeper into how their lived experiences and perspectives can contribute to diversity. 3. Pre-vetting: It's about who knows you, not who you know Keith found through his studies that executives who serve on boards, were very often seated through their network. When it comes time to recruit another board member the question that is often asked is: "who do we know." When it comes to joining a corporate board, it's about who knows you and understands your experience and skills. In addition to giving your "autopilot intro" while networking, he encourages aspiring board members to take a few extra seconds to go beyond the details of your day-to-day job and tell them what you're looking to do. 4. Five different "capitals" Keith's book dedicates a chapter to each type of capital: human, social, cultural, director, and commitment. During his research, Keith found that women often take the approach of presenting themselves as exceptional executives but not as exemplary board members. He encourages people to optimize their human capital. During board interviews, exhibit the type of behavior that they would want to see in the boardroom. Quotes " Optimal" diversity forces people to really reflect and to think about the things that make who they beyond just their observable demographic traits, including their lived experiences. "It's best to look out the front windshield and be able to say what's beyond that S-curve and that sharp right curve ahead by asking thought provoking questions based on your human capital…instead of looking through the rear-view mirror and shouting your praises." " Figure out who you are and what your superpowers and secret sauce actually are and then incorporate that in a way of getting your name out there so more people know you than you know" Links https://www.boardroomjourney.com/ The Boardroom Journey: Practical Guidance for Women to Secure a Seat at the Table How Board Sourcing Approaches Contribute To The Corporate Diversity Problem—And What To Do About It Guest Bio Dr. Keith D. Dorsey is a researcher, author, advisor, and active board member focused on issues of diversity, governance, and strategic growth for private and public corporate boards. His recent research examined women executives' pathways to securing corporate board seats, yielding powerful insights about the barriers and facilitators unique to women candidates seeking these positions. His book, The Boardroom Journey: Practical Guidance for Women to Secure a Seat at the Table, combines his research insights with his extensive executive, board, and industry experience. He speaks on topics related to governance and navigating the path to the C suite and boardroom. As an executive advisor, he is focused on increasing Optimal DiversityTM within corporate senior management, executive, and board-level roles.

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Raffaela Rein, a seasoned entrepreneur and board member with expertise in frontier technology and innovation-driven leadership. Raffaela began her career as an analyst at BlackRock, and launched three companies for the world's largest incubator, Rocket Internet, across China, Australia, and Taiwan before becoming an entrepreneur. She serves on multiple corporate and private equity-backed boards, including Porsche, Mutares and International University IU. As the founder of WildWildVentures and CareerFoundry, she has scaled startups to 120-plus employees and advised many venture-backed businesses. Raffaela serves as a board member for the German startup Verband, where she helps improve legislation for startups. Raffaela was named one of Forbes top women in tech, and she is among Europe's most influential women in startups and venture capital. She has built a career at the forefront of business reinvention. Raffaela discusses her entrepreneurial journey as founder of BoardLens a new AI tool she is developing and how it will transform the future of board meetings and excellence in board members. Key Takeaways 1. Board effectiveness Only 30% CEOs rate their boards as effective. With an expectation that board members come to meetings well prepared, Rein recognizes that board members are tasked with consuming hundreds, and often thousands, of pages of information in preparation for meetings. It is an almost impossible task to complete a thorough review especially if you are if you have a full time job. In Germany, it's common for board members to hire consultants or a 'chief of staff' that will help them with their board responsibilities. Raffaela is creating a tool that will serve a similar role for board members worldwide. 2. How BoardLens can transform board meetings Raffaela anticipates launching BoardLens in mid-2025. It is an AI driven tool that is built to aid board members with meeting preparation, research, executive summaries, questions and risk analysis. It is meant to support board members while enabling members to fulfill their fiduciary duties and make a meaningful contribution in board meetings. Raffaela likens BoardLens to hiring a personal Goldman Sachs analyst. It is trained with proprietary data and that will enable it to act, think and analyze like a board director. 3. Human edge is still crucial While AI can process vast data and respond quickly, human directors can provide intuition, pattern recognition, and emotional intelligence—skills developed through lived experience that are essential in nuanced decision-making. As technology advances, AI is bound to replace some human roles but to maintain the balance between AI and humans, Rein suggests thinking about how people are able to provide a unique and individual perspective to issues on a board's agenda. 4. Privacy and confidentiality concerns Uploading board packets into non-enterprise AI tools can be a confidentiality risk. BoardLens, however, will be trained to only read one organization's board materials and will not cross share data. Rein explains that the company's IT department will be able to access the software's security suite. Quotes "Here in Germany we have this system that you can get a consultant or chief of staff who actually helps you, not just with your preparation, but also with thinking things through deeply, doing deep market research, basically doing weeks and weeks of work to help you prepare for a board meeting." "I don't like the word 'Copilot' for BoardLens because it feels too passive. I like the word "analyst" because if you think of a Goldman analyst, they will do their best to really make you shine and to prepare you, so you should think of it as an analyst that fights for you." "The breadth of expertise and the breadth of knowhow you need to have and need to gain very rapidly as a director these days is significant and has accelerated dramatically in the last five years." Links raffaelarein.com https://boardlens.ai/ https://www.pwc.com/us/en/services/governance-insights-center/library/board- effectiveness-and-performance-improvement.html Raffaela Rein Bio Raffaela Rein is a seasoned entrepreneur and board member with expertise in frontier technologies and innovation-driven leadership. She serves on multiple corporate and private equity-backed boards, including Porsche, Mutares, and the International University IU. As the founder of WildWildVentures and CareerFoundry, she has scaled startups to 120+ employees and advised venture-backed businesses. Named one of Forbes' Top Women in Tech, Capital's 40 Under 40, and among Europe's most influential women in startups and VC, Raffaela has built a career at the forefront of business reinvention and innovation driven leadership. She began her career at BlackRock and launched three companies for Rocket Internet across China, Australia, and Taiwan before becoming an entrepreneur.

In this episode hosts Joe Ayoub and Raza Shaikh welcome Susan Leahy, the founder of Robert's Rules Made Simple. Susan has trained and advised thousands of board members, board chairs and others on how to master Robert's Rules of Order, to help lead and participate in productive meetings. Key Takeaways 1. History of Robert's Rules of Order Robert's Rules of Order is a decision making process developed in the 1800s by General Henry M. Robert, who was frustrated by disorganized meetings. Roberts created a guide, first published in 1876, which summarized and simplify parliamentary procedure to make understanding how to run an effective meeting accessible to everyone. It has, over the years, evolved into a detailed 700-page reference guide. 2. Susan's journey to Robert's Rules Leahy was first introduced to Robert's Rules when she and her mother enrolled into a local junior college course to learn about how to run an effective meeting. At that time, Leahy's mother served on an all-male city council board and found that during the meetings, discussions and decisions weren't clear. Understanding Robert's Rules gave her mother confidence in the meetings and she was able to find her voice and she was able to be of service " and she was able to find her voice and she was able to be of service." Susan began using Robert's Rules in high school and at college in connection with student government and became known for running effective meetings 3. The value of effective board meetings Robert's Rules of Order increases the likelihood that meetings will be productive. At its core, the Rules are about promoting clarity and action. By following the Seven Fundamental Motions of Robert's Rules meetings become more productive Robert's Rules is only used to handle the business of meetings, not the entire meeting. Once board members learn the basics, then the board's productivity increases exponentially. Robert's Rules are intended to provide everyone in the boardroom with a "common language" to help foster productive discussion and decision-making regarding the business of an organization. 4. The role of a parliamentarian in board meetings A parliamentarian is a resource for the chair, ensuring meetings stay on track. The chair ultimately makes the final decision but can consult with the parliamentarian whenever needed. Quotes "When you are on a board, you're either handling information items or business items, and when it comes to the business of a board, everyone on that board needs to understand the decision making process they're using in order to be productive and drive action." "You do not need to be a parliamentarian to use Robert's Rules of Order. It is a reference guide there to support you in making business decisions. That's important because if people do not have a common understanding about how you're making business decisions, it's can create tension, mistrust, frustration - and it's going to waste a lot of time" "What we do is put an emphasis on providing training that's going to make us more high functioning. How are we going to not just get it "right" how are we going to be healthy? And that's why I focus on healthy board dynamics and using Robert's Rules of Order as a tool to leverage a healthier dynamic on your board." Links Robert's Rules Made Simple Guest Bio Susan Leahy, MA CSP, is a dynamic and highly engaging speaker, trainer, and facilitator specializing in board development, leadership, and effective meetings. As the founder of Robert's Rules Made Simple, established in 2004, Susan has empowered thousands of board members, board chairs, and support staff to master Robert's Rules of Order, transforming meetings into productive, efficient, and empowering experiences. A sought-after expert in communication, leadership, and group decision-making, Susan has worked with organizations of all sizes—from nonprofits to Fortune 500 companies and government entities. She is the creator of the acclaimed "Chair a Meeting with Confidence" program, designed to help board chairs lead with clarity, authority, and ease. With a Master's degree in Applied Behavioral Sciences from Bastyr University, Susan combines deep expertise with a refreshingly engaging approach. Her unique background—being raised by a professional clown and a career Marine—shapes her signature style: energetic, impactful, and highly memorable. She has a rare talent for making even the most complex or dry topics both accessible and engaging, leaving her audiences empowered and inspired.

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Andrew Sutton, an attorney with the law firm McLane Middleton and an expert on AI ethics and the use of AI in law. As a founding member of his firm's AI practice group, Sutton brings his knowledge of AI to this discussion of the ethical, legal and governance aspects of AI. As AI continues to gain prominence, boards will have to consider how they can incorporate AI into companies and in the boardroom. Our discussion dives into the management of AI, implementation strategies and how to develop trust in the AI system. Key Takeaways 1. Andrew Sutton's background in AI From building computers to founding an artificial intelligence group at McLane Middleton, Andrew has always been a tech enthusiast. His work spans a variety of areas, including cybersecurity, privacy, and AI's role in corporate strategy. 2. AI in the boardroom Andrew emphasizes the importance of boards addressing AI proactively as technology continues to evolve. Companies must be prepared to discuss the implications of AI implementation at the highest levels, especially given the growing expectations from stakeholders. AI is already embedded in everyday tools, cell phones and Internet browsers to name a coup-le of obvious places, but boards must become much more intentional in how they use generative AI. 3. AI governance and organizational structure A "top down approach" is key when it comes to AI governance. Boards should be collaborating closely with technology teams, consultants and managers to create clear policies and strategies for AI. Governance will require the coordination between various departments and committees to cover risk, business and IT. Some companies are appointing Chief AI Officers to drive implementation. 4. Building trust in AI implementation Companies need to create a robust structure with an AI model limited to company data and a person confirming the accuracy of the system's outputs AI models need to be well-maintained and frequently tested to ensure there are no biases or hallucinations. Quotes "Taking that first step really needs to happen now, and that should be the emphasis for every board because I believe that the shareholders are expecting that the boards are going to be on top of this." " AI is different because it changes the way that people work. It changes how human capital is deployed by adding a degree of automation into processes that were otherwise knowledge and education based and human decision oriented." "If you're not moving forward with this, you risk being left behind. It is transformative in a way where in 5 or 10 years you might not be a relevant player…" "An important part is having a robust structure in place that allows you to trust the AI… If you know that your data is good and your AI is limited to your data, and your model is tested and regularly maintained, then you can have confidence that what's coming out of the AI is probably accurate." Guest Bio Andrew Sutton is a founding member of McLane Middleton's Artificial Intelligence Practice Group with work experience that includes Artificial Intelligence policy and ethics, the use of Artificial Intelligence applications by employees; acceptable use policies, Artificial Intelligence deployment/strategy, Artificial Intelligence application assessments, consumer protection concerns, robotics and the deployment of Artificial Intelligence technologies in the physical world. Andrew's experience also includes cyber security, privacy and corporate work including complex transactional and real estate issues. Andrew is a co-author of AI and Ethics: A Lawyer's Professional Obligations which is included in the American Bar Association's publication Artificial Intelligence: Legal Issues, Policy, and Practical Strategies published in 2024. He is a founding appointee to the Massachusetts Bar Associations Artificial Intelligence Practice Group and a member of the Boston Bar Associations Senior Associates Executive Steering Committee. Andrew regularly presents to local and national audiences regarding matters involving the ethical use of artificial intelligence and the use of artificial intelligence in connection with the practice of law. Links Corporate Governance Institute: Guide to AI in boardroom decisions Artificial Intelligence: Legal Issues, Policy, and Practical Strategies

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Lucie Claire Vincent, a global leader in consumer products and an independent board director, to discuss the vital role of risk governance in board effectiveness. Lucie Claire shares insights from her distinguished career at Fortune 100 companies, her experience as an independent director, and her work with the Directors and Chief Risk Officers Institute (DCRO). Lucie Claire also delves into the importance of earning the Qualified Risk Director (QRD) designation and the impact it has on boardroom discussions and decision-making. With her rich international experience and expertise in risk governance, she offers actionable insights for board members and aspiring directors on navigating the complexities of modern board oversight. Key Takeaways The Importance of Risk Governance in the Boardroom: Lucie Claire emphasizes the board's role in overseeing risk, particularly in a fast-changing environment where issues like AI, cybersecurity, and enterprise risk management dominate the agenda. Positive risk governance can shift perspectives from mere risk avoidance to value creation. DCRO's Educational Programs: DCRO's Certificates in Risk Governance and Cyber Risk Governance provide comprehensive, globally recognized training for directors and executives. These programs combine in-depth content, business case analysis, and cohort-based learning to enhance participants' ability to manage and oversee risk effectively. Earning the Qualified Risk Director (QRD) Designation: Achieving the QRD requires a rigorous self-assessment, relevant professional experience, and references, positioning individuals as experts in risk governance. Lucie Claire describes the designation as akin to being a "qualified financial expert" for risk, making QRD holders valuable assets to boards. Bringing Value to the Boardroom: Lucie Claire's certification has enhanced her ability to guide discussions on innovation, stakeholder engagement, and strategic planning with a risk-positive mindset. Her contributions have been particularly relevant in her role with technology and B2B organizations. Who Should Pursue Risk Governance Credentials? Current and aspiring board members, as well as senior executives, can benefit from these programs to build resilience, value, and trust within their organizations. Networking and Continued Learning: DCRO fosters a global community of risk professionals through events, newsletters, and case studies, providing ongoing learning opportunities for its members. Quotes "The concept of positive governance in risk-taking changes how you see risk. It's about value creation and having a more strategic, long-term view of the business." "The diversity of industries, thought, and verticals in my DCRO cohort enriched the conversations. It's fascinating to see how risks are addressed differently across sectors." "Most boards still place the risk component within the audit committee, but as risk becomes more complex, there's a growing need for separate risk committees." Guest Bio Lucie Claire Vincent is an accomplished leader in global consumer products, having held senior roles at Colgate Palmolive and Philip Morris International. She serves on the board of Toluna, advises startups in consumer technology, and is an adjunct professor at NYU's School of Professional Studies. A lifelong learner, Lucie Claire holds multiple governance certifications, including a Qualified Risk Director designation from the DCRO Institute. Resources and links DCRO Institute: www.dcroi.org Women Execs on Boards: https://weob.org

In this episode of On Boards, Chris Cuddy, a seasoned executive and board leader with over 25 years of experience growing technology-enabled companies in both the private and public sectors shares invaluable insights into the evolution of a company's board as it progresses through different growth stages. He discusses how the board's role shifts over time from hands-on support to formal governance. His unique perspective is informed by his extensive career, including key roles in companies like Cheapflights, Engage, and ezCater, as well as his background in consulting, investment, and board leadership. Key Topics Discussed: Stages of Board Evolution in Startups Seed Stage: Founders are often the primary board members, with activities blurred between governance and management. Chris recalls the "early days" of ezCater, likening the stage to "two founders and a PowerPoint." Startup Stage: Boards begin to focus on defining product-market fit and may introduce angel investors. Chris describes his hands-on involvement with ezCater at this stage, from customer calls to financial planning. Growth Stage: The board's role formalizes with the introduction of venture capital. The addition of independent board members and committees becomes essential in order to scale. Chris shares how ezCater's board evolved to support rapid expansion across the U.S. Maturity Stage: The board is now primarily focused on governance, with a clear distinction between board and management roles. Chris reflects on how the board transitions into "maintenance mode." Renewal or Decline: Boards help strategize paths to either reinvigorate or prepare for acquisition. Chris recounts his experience with Engage, navigating challenges during the tech bubble burst. Key Traits of a Functional Board Selecting board members with domain expertise, cultural fit, and a shared commitment to supporting the company. Chris discusses the importance of a highly functional board in advancing a company's mission and creating stability. The Role of the Board Chair Chris highlights the importance of the board chair as a bridge between the founders and board members, ensuring transparent communication and balanced input. He shares insights on the unusual longevity of his role as ezCater's board chair, attributing it to his ability to adapt as the board and company evolved. Unique Challenges and Responsibilities in Early-Stage Boards Chris describes the blurred line between governance and management in the initial stages, emphasizing that board members may often act as extensions of the executive team, especially in strategic, operational, and fundraising efforts. Building the Board with Intentionality Chris emphasizes the importance of selecting investors who bring value beyond capital, often influencing the board's dynamic and direction. Chris and Raza discuss the need for careful vetting of potential investors and board members to maintain a cohesive and effective board culture. Memorable Quotes: Chris Cuddy on the role of the board in the growth stage: "The ambition and time frames often require venture capital, but this step requires serious reflection. 'Will this change the DNA of the company?'" Board dynamics: "A functional board isn't just about expertise—it's about cultural fit and motivation to support the founders and company's best interests." On the board chair's responsibilities: "The chair is a bridge between board members and founders, ensuring transparent communication and insuring that everyone's voice is heard." Takeaways for Board Members and Founders: Understand the shifting role of the board at each company growth stage. Prioritize a balanced board composition that brings both expertise and alignment with the company's culture. In early stages, board members often play a quasi-executive role, actively participating in operational decisions. For sustainable growth, founders and the board must align on long-term vision, values, and expectations for governance.

In this episode, Christopher Mirabile, Executive Chair of Launchpad Venture Group, explores the pivotal role of boards in startup companies and discusses how boards can be both a critical support system as well as a driver of success. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes "Life is too short to suffer with the wrong people in your boardroom." Startup Boards are different, but still vitally important "Boards have featured prominently in my entire professional life." "When I was a consultant with the strategy group at Pricewaterhouse, ultimately our work was commissioned by boards and delivered to boards, and those board presentations when I was lucky enough to be in the room as a young person on the team were some of the most high-pressure situations that I ever was in professionally and left a real impression on me." "When I got into the startup world, I sort of had to unlearn a certain amount of what I'd learned about boards and moved to the end of the spectrum where boards provide as much mentoring and business value as they do governance." "Startup boards tend to be a little smaller, a little bit more nimble and often the membrane between shareholders and directors is much thinner because you often see meaningful representation direct from the shareholder base on the board." "When you run into resistance from a founder [about a board], it's often really more of an educational journey than a negotiating journey to try to get them to understand the value of a board." Why is a board important for a startup? Your investors want it and you're not going to be able to raise money without it and why would you reinvent the wheel when you can have people who made those mistakes before and can help you avoid wasted time and wasted resources. "A big part of what [we] do is help CEOs understand that …if you go into a relationship with your board, it's sort of like an intellectual partnership where you bring the courage to admit you don't have all the answers and you really seek to draw the wisdom out…" …If you show me a CEO that's failing, I'll show you a board that's failing to support that CEO properly … Attitude of Startup board members "I don't want to be anywhere near the blast radius of a startup that fails, so I want to make sure that this company is going to succeed…" Feedback to CEO after a Board Executive Session A great way to give feedback after an executive session is: "Hey, let's just do a little case study here. In the meeting, you said this, here's what they heard..." and then it's not an in-your-face criticism, it's just helping them understand how they're being perceived and how their choice of words and their manner of speaking and their style affects the impact of their communications…I think that can be a very effective non-confrontational way to give quick feedback to a CEO. The Independent Member of a Startup Board "What we're looking for is two things. One is the avoidance of some negatives and the other is certain positives. I'll start with the avoidance of the negatives. We don't want an inexperienced blowhard who has a lot of ego involved in telling people what to do and insisting that their advice be followed, and someone who contributes to a board meeting in a manner which sucks all the oxygen out of the room and makes it super awkward to disagree with them. We're looking for someone who has a little bit of experience, understands boards are a working thing and that startups are an imperfect science and they're not going to be a disruptive or difficult board member. That's the kind of the key negatives that we're looking to avoid. In terms of the positives, really, we want someone who understands the industry dynamics, understands the players, knows who the company and the CEO should be talking to, and has that bigger perspective, who can put the day-to-day operational challenges of the company into a broader industry context, and then ultimately make introductions when it's time to find additional investors or exit the company. So, all we need is a well-behaved genius. It's easy." Training Board Members "Launchpad now has at least 50 portfolio companies and 40 Launchpad members are either in the boardroom as a director or an observer. That's a pretty large portfolio of board members and observers that the group is adding as human value to the companies." Our training consists of three things. · One is expectation setting and accountability, · The second is we tend to give the newer investors in our group an opportunity to serve as an observer under an experienced board member for at least a year so they get a little bit of a sense of what it's about. · The third piece is really traditional training and that consists of training we do before they serve on the board and then ongoing training after they've begun. The training we do before is basically making them read the director's guidebook that Ham and I wrote, which really covers all of the basics, and we go to great pains to say, "No, we really mean it when we say we want you to read this. Don't come to the class if you haven't read it because we'll know." · Then we do a class where we give them an opportunity to discuss questions and things that weren't clear from the book and we take them through a whole layer of sort of pragmatic suggestions on how to get that first meeting successful and how to run a good board Overboarding "It's really an issue in the VC world … I think a lot of people draw some measure of professional pride out of being on a board and they can tend to get a little carried away and take on too many board assignments." "In our experience doing a startup board well, even in a year where it goes pretty well, it's about a 200-hour-a-year commitment." "We do go out of our way to keep them [people with too many board seats] off the board, and one of the reasons we really prefer to lead rounds is because we want to have a hand in building the board and making sure that we're giving our CEO all the resources she or he needs to succeed and putting the right people around our management team." Responsibilities of Boards have expanded dramatically "The basics sort of used to constitute most of what a board did, and now a board has so many other jobs, it's really overwhelming a number of things that we expect boards to do and I think that it not only takes away from some of the time that could be spent on the basics, but it creates a 'whack a mole' kind of a mindset in terms of directors." Links linkedin.com/in/christophermirabile Bio Christopher Mirabile is the Chair Emeritus of the Angel Capital Association and the immediate past Chair of the U.S. Securities And Exchange Commission's Investor Advisory Committee. He is also the Executive Chair of Launchpad Venture Group, a Boston-based venture investment group focused on seed and early-stage investments in technology-oriented companies. Launchpad is top-three ranked group in the U.S. As a full-time angel investor and an active member of the Boston-area angel investing community, in addition to his Launchpad work, Christopher has personally invested in over 65 start-up companies. He was named one of the "Top Angel Investors in New England" by Xconomy, one of "Boston's Most Helpful Investors" in an entrepreneur survey by Companyon Ventures and is the recipient of the Angel Capital Association's Hans Severiens Award for his contribution to the advancement of angel investing. Christopher has co-authored six books on early stage investing, been a columnist on entrepreneurship for Inc. Magazine, is a co-founder of portfolio management tool www.seraf-investor.com and co-author of the Seraf Compass, a comprehensive web catalog of educational materials about early stage investing, an adjunct lecturer in the MBA program at Babson's Olin School of Business, a regular advisor and mentor to start-ups, and a frequent panelist and speaker. He is a member of the Board of Directors or Board of Advisors of numerous start-up companies and non-profits. Christopher has served as a public company CFO and General Counsel with enterprise software provider IONA Technologies PLC, a corporate and securities lawyer with Testa Hurwitz & Thibeault and as a management consultant with Price Waterhouse's Strategic Consulting Group.

With an extensive background in policy, advocacy, and corporate governance, Karen shares insights from her roles at Pfizer, iFIT Health & Fitness, and the NAACP. She recounts her journey to becoming a board member including her experiences during the IPO process at iFIT, and the challenges and triumphs of leading through turbulent times. Additionally, Karen reflects on the significance of diversity in board composition and the enduring impact of Brown v. Board of Education on the 70th anniversary of the decision. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes 1. First For-Profit Board Experience: iFIT Health & Fitness Karen recounts her journey leading to joining the board of iFIT Health & Fitness, her first for profit board seat, emphasizing the importance of networking and building relationships. She shares how an unexpected opportunity arose from her connections with the Church of Latter-Day Saints and describes the rapid onboarding process and initial experiences as a new board member during a critical time for the company. "You never know who's watching, it came through a relationship." Challenges and Decisions During the IPO Process Karen provides an inside look at the fast-paced environment leading up to iFIT's planned IPO. She discusses the board's decision-making process in response to adverse market conditions and the strategic adjustments that were necessary. The conversation highlights the importance of having a diverse and well-composed board to navigate events that are significant & challenging for a company. "When you are preparing an S-1, you learn everything about a company very quickly." "The numbers weren't where they were projected to be at that particular time, and I'm really proud of us because it could have been easy to just buckle down and go forward, but that was not the right thing for the company." Post-IPO Attempt and Company Turnaround The discussion moves to the aftermath of the decision to not proceed with the IPO and the strategies employed to stabilize and grow iFIT Health & Fitness. "What I'm happy to say is that despite the overall industry being at a bit of a downturn, we have come through the worst of it, at least we hope we've navigated through the turmoil and are at a new era." 2. Work at Pfizer Karen reflects on her 20-year career at Pfizer, where she transitioned from government work to corporate affairs. She discusses her role as Pfizer's first Chief Diversity Officer and the development of a global diversity and inclusion strategy. Leadership During COVID-19 Karen discusses the significant challenges and achievements of Pfizer during the COVID-19 pandemic under the leadership of Albert Bourla. Karen's insights emphasize the critical role of strong leadership in navigating crises and driving impactful results. "I believe to my core that no one else could have gotten that company to have that level of impact in such a short period of time [during the Covid outbreak] other than Albert Bourla and the team that he leads." "Leadership matters" 3. Role with the NAACP Karen is the Vice Chair of the NAACP's National Board of Directors and provides an overview of her role discussing the organization's mission, structure, and its ongoing important advocacy work. She also reflects on the 70th anniversary of the Brown v. Board of Education decision and its lasting impact on education equality. The conversation underscores the importance of historical context in shaping current and future initiatives for civil rights and social justice. On recognizing the 70th anniversary of Brown v Board of Education in the Oval Office "It is a moment I will never forget and it's not just about being in the Oval Office with the President, but it was being there with these family members who had made so many sacrifices." 4. Final Thoughts and Takeaways The episode concludes with Karen's reflections on the importance of leadership, diversity, and strategic decision-making in board roles. She shares personal insights from her career journey and offers advice for aspiring board members, emphasizing the value of passion and commitment to the mission of the organizations board members serve.

In this episode Michael Talmanson and Dereick Wood discuss the critical importance of D&O coverage for board members. They set the context with a backdrop of Newfront's recent capital infusion led by Goldman Sachs emphasizing the company's innovative approach to combining technology with insurance expertise. We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes 1. Background & industry evolution · Michael shares his transition from legal practice to insurance, driven by a passion for technology and client service. He discusses how Newfront's technology platform and AI tools modernize the insurance experience, enhancing client's ability to manage and predict risks. · Dereick discusses his extensive experience in handling complex D&O claims, underlining the evolution of claims and the increasing magnitude of derivative settlements. "The differentiator is the information you can provide boards to make informed decisions about their actual losses." 2. Newfront's Innovation & Impact on the Insurance Market · Newfront's strategy of blending high-tech solutions with traditional brokerage services to address the needs of a rapidly changing market. Michael highlights the critical role of experts like Dereick in navigating complex claims, underscoring the blend of technology and human expertise. · Discussion on Newfront's "breakthrough" technology which simplifies processes like contract reviews and risk assessments through AI, setting a new standard in the insurance industry. "Since 2020, seven of the top ten largest derivative settlements have occurred, and the people on my team have been involved in all those settlements" 3. D&O Insights · Comprehensive breakdown of D&O insurance coverage (Side A, B, and C) and its importance from a buyer's perspective. Michael and Dereick discuss practical scenarios and the vital protection D&O insurance provides to board members against potential liabilities and lawsuits · Dereick provides insights into recent high-profile cases and settlements, demonstrating the critical nature of D&O coverage in protecting board members during legal challenges · Strategic recommendations for board members to ensure adequate D&O coverage, emphasizing the importance of understanding policy details and the implications of board decisions on insurance claims · Michael and Dereick providing practical advice to board members on avoiding litigation and ensuring robust D&O coverage. They stress the importance of diverse opinions and backgrounds on boards to enhance decision-making and risk management "No matter what happens from a technology perspective, insurance will always require experts. People like Dereick on the claims side, D&O experts, cyber experts. People will never be replaced by technology."

We love our listeners! Drop us a line or give us guest suggestions here. Episode Description Nav Singh has held leadership roles at McKinsey's Boston office, including Managing Partner for Boston and Leader of the Global Innovation Practice. After retiring from McKinsey in 2023, he launched a new entrepreneurial venture, called 2123iX. In this episode Nav's shares valuable insights on effective board practices, the importance of innovation and technology in governance, and the critical role of diversity in fostering successful organizational leadership. The episode emphasizes the importance of proactive, informed, and collaborative board engagement to navigate the challenges and opportunities of the next century. Big Ideas/Thoughts/Quotes 1. 2123iX - A Century of Innovation The name 2123iX originates from Nav's retirement year (2023) and his vision to impact the next 100 years. Its focus is on creating a culture and mindset for longevity and innovation and emphasizes patience and quality in building companies that will make a significant difference. "2123 stands for a 100 years, "I" stands for innovation, "X" stands for scale. The most important thing is: we're in no rush. We want to build high-quality companies over time, we'll be purposeful and take our time doing it." 2. Board Preparation Insights from McKinsey: · Importance of thorough and honest preparation for board presentations · Engaging discussions over presentations to drive meaningful decisions. "In my mind, a good board discussion preparation requires an honest view of what are the risks, what could go wrong, what are the main issues we're trying to solve...It is that holistic view that in my mind makes a good board presentation and results in a good board discussion." 3. Characteristics of High-Performing Boards: · The balance between healthy tension and collaboration between boards and management. · The critical role of the board chair in setting a positive, inclusive culture. · The necessity of continuous learning and adaptability among board members. "Discussion is much more important than presentation. Sometimes people become enamored by our presentation and the materials. But its the discussion that you drive, the decisions that you drive that matters the most." "The most important thing is one should be on the same page. People should be on the same team. People should be working towards the same goals… and there should be some healthy tension, that's good in my mind." 4. Diversity in Board Composition: · The impact of diverse perspectives on board strength and decision-making is enormous. Beyond gender and race, diversity includes age, skills, and the ability to learn is critical. "Diversity is multifaceted and one needs to think about this in a holistic way...The most important thing in my mind is a learning ability." 5. Risk Identification and Management · Boards must think beyond the obvious and prepare for future risks. This weighs in favor of a dedicated risk committee to focus on emerging threats. "I think risk is where most boards should earn their living...Defense means, in this case, thinking about what could go wrong...It is not just the identification of risk, what is the abatement plan, who is going to work on that, how do we address it?" 6. AI and Technology on Boards · The transformative potential of AI and technology on businesses and governance is almost beyond out imagination. It underscores the importance of having board members with technology expertise and a willingness to stay informed. 7. The Greater Boston Chamber of Commerce - A Model for Diversity · In the past few years the Greater Boston Chamber of Commerce board of directors has made a successful effort to significantly increase diversity in gender and race on the board, and to broaden diversity in skills, age, and industry representation.

Episode 64 of On Boards Podcast features Charles Shirley, the Northeast Regional Leader for PricewaterhouseCoopers Private Practice. The episode dives deep into the nuances of effective board governance, with Shirley sharing insights from his extensive experience advising companies and serving on nonprofit boards. Here are the key highlights: We love our listeners! Drop us a line or give us guest suggestions here. Big Ideas/Thoughts/Quotes: 1. Charles Shirley's Background: Shirley brings over three decades of experience from PwC, advising a broad range of industries and serving as a tax partner. His dedication to his work and his role as a trusted advisor globally are emphasized. 2. Effective Board Meetings: Shirley discusses the importance of preparation for board meetings by management teams and the board itself. He criticizes practices where management curates materials too perfectly, leading to passive board meetings. Instead, he advocates for transparency, robust questioning, and deeper engagement in board discussions. 3. Board Member Engagement and Fiduciary Duties: The episode highlights the critical role of board members in being proactive, well-prepared, and willing to challenge management to ensure effective governance. Shirley emphasizes the fiduciary duties of board members, including accountability, forward-looking perspectives, and contributing valuable insights. 4. The Role of the Board Chair in Governance: Shirley outlines the significant impact of the board chair in setting the culture and expectations for the board. A strong chair is essential for driving change and ensuring the board's effectiveness. 5. Trends in Governance and Challenges: Shirley observes positive trends towards more inclusive and diverse board discussions and the recognition of the importance of independent board members. However, he notes challenges with remote or hybrid meetings, arguing that in-person interactions are crucial for capturing the full benefits of board meetings. 6. uAspire Nonprofit Work: The conversation also covers Shirley's involvement with uAspire, a nonprofit focused on making post-secondary education accessible and affordable. He highlights the organization's impact and its approach to leveraging existing financial aid programs for greater effect. The episode underscores the evolving nature of board governance, stressing the need for active participation, preparation, and the right mix of board composition to address modern challenges effectively. Shirley's experiences and insights offer valuable lessons for both seasoned and aspiring board members, emphasizing the importance of governance in achieving business success. Quotes 1. On Passion for Work: - Charles Shirley: "I always introduce myself as the happiest person at PwC. It's a big place, but I love what we do. I think it's incredible." 2. On Effective Board Meetings: - Charles Shirley: "What really gets my attention and gets me frustrated and actually calls me to action is when I see a process where the management team in preparing for the board meeting is really going through an exercise to curate materials that are perfectly positioned or worded or framed." 3. On Board Member Engagement: - Charles Shirley: "It truly is a privilege, whether it's in the charitable sector or on the business sector, it's an honor, it's an opportunity to be part of a board and the ask should be pretty big." 4. On the Role of the Board Chair: - Charles Shirley: "The board chair sets the culture ultimately, and culture really matters, and successful boards have strong intentions, they've done their assessments, they understand what they need to be and they're mission driven." 5. On Collaboration and Transparency: - Charles Shirley: "I'm huge on collaboration and transparency and honesty and all those good things... My excitement or engagement with collaboration isn't just in helping me dig out of holes. It's everything I touch gets better when I collaborate."