Jonathan Foster: On Boards and the Playbook for Modern Governance

(0:00) Intro(1:27) About the podcast sponsor: The American College of Governance Counsel(2:13) Start of interview(2:51) Jonathan's origin story(4:23) His Journey into Governance, initially via accounting with PwC and later with Lazard.(6:17) Types of Governance Structures(7:51) About his firm Current Capital Partners (M&A advisory, corporate management services, and PE investing).(8:31) The Inspiration Behind his book On Boards: The Modern Playbook for Corporate Governance.(10:44) Interviews that Shaped the Narrative. His standout: Admiral Michael Mullen.(13:04) Target Audience for the Book(14:48) The importance of "boards [with a roster of] best athletes, not experts in a narrow area."(17:04) His personal journey into boardrooms(19:56) Experience as an Expert Witness (21:41) Evolution of Delaware's Corporate Law. *Reference to Moelis case and Tesla's Elon Musk CEO compensation case. (24:40) AI's Impact on the Boardroom. "[I]t is critical to remember that directors oversee, but management runs the company day to day."(29:50) Navigating Geopolitical Challenges(32:01) The Rise of Shareholder Activism(34:29) Insights on Corporate Restructuring *Reference to E38 on the rise of bankruptcy directors with Jared Ellias (now at HLS)(38:33) Separation of Chair and CEO is preferable(39:00) "I think term-limits are a cop-out" there should be annual individual director evaluations.(39:43) The Need for Corporate Director Licenses.(41:36) Books that have greatly influenced his life:On a Clear Day You Can See General Motors, by Patrick J. Wright (1979)The Right Stuff, by Tom Wolfe (1979)The House of Morgan, by Ron Chernow (1990)(42:30) His mentors(43:18) Quotes that he thinks of often or lives his life by: "You can't get a hit if you don't swing the bat" "I'm dumb enough to make a decision" "It's all about tomorrow" "Have fun, life is too short"(44:24) An unusual habit or an absurd thing that he loves.(45:31) The living person he most admires: the Pope and Lebron James.Jonathan Foster is an experienced corporate director, investment banker, and expert witness in corporate litigation, and the author of the new book On Boards: The Modern Playbook for Corporate Governance. He has served on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings. You can follow Evan on social media at:X: @evanepsteinLinkedIn: https://www.linkedin.com/in/epsteinevan/ Substack: https://evanepstein.substack.com/__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