The Public Company Series Podcast

Who really holds the power in the modern boardroom, and what happens when a leadership handoff goes off the rails?

In this episode, Doug Chia sits down with Jane Edison Stevenson and Claudia Pici Morris to pull back the curtain on board leadership succession. Together, they dissect the real-world power dynamics, critical distinctions, and hidden frictions behind independent chairs, lead independent directors, and executive chairs.

From high-profile CEO transitions that spiraled into shadow-boss dysfunction to the rising shareholder pressure splitting the CEO and chair roles, Jane and Claudia reveal how world-class boards build objective, future-proof...

Has the corporate governance landscape reached a pivotal turning point, or are we simply witnessing another incremental adjustment?

In this episode, Doug Chia speaks with Alexandra R. Lajoux, and Lawrence A. Cunningham. Together, they examine the historical shift from the 1980s "generalist CEO" boards to today’s highly specialized, compliance-focused, and certified directorships.   

They dive deep into the tension between feature-based governance templates and functional, strategy-driven board oversight. They also explore the resistance toward labeling directorship a formal "profession", the rising friction between CEOs and independent monitors, recent debates surrounding Delaware corporate law and "Dexit", and...

Why does governance conversation so often drift toward universal, one-size-fits-all "best practices" when every company faces unique circumstances, risks, and strategic realities?

In this episode, Doug Chia sits down with Lynn Sharp Paine and Suraj Srinivasan to discuss why true board effectiveness relies on deliberate, situational design choices rather than standard templates.

Together, they explore the critical trade-offs boards face between breadth vs. depth, the concept of the "T-shaped director," and how boards must adapt their structures, committees, and information flows over time. They also examine how directors align on corporate purpose during moments of...

How do corporate boards and individual directors maintain credibility and investor support in an era where transparency, active communication, and demonstrable value are essential?

In this episode, Doug Chia speaks with Jon Christansen and Robin Weinberg, both partners at FGS Global. They explore how the adoption of universal proxy has fundamentally changed director elections by requiring individual directors to effectively run "campaigns" for office. They also share actionable strategies for building continuous board advocacy programs, communicating board refreshment, vetting for true diversity of thought, training directors for direct shareholder engagement, and optimizing board committee structures to...

What does it take for corporate directors to remain effective when prior experience alone is no longer enough?

In this episode, Doug Chia speaks with Marcel Bucsescu, Vice President of Strategic Engagement at the National Association of Corporate Directors (NACD). Drawing on his extensive work with Fortune 500 boards and executive leadership, Marcel discusses the shifting demands on modern directors, from AI literacy and cybersecurity oversight to real-time strategy execution and geopolitical risk. They explore how learning formats are evolving, what separates static boards from truly agile ones, and how directors can leverage emerging AI tools safely...

What separates the companies that thrive in the public markets from those that struggle under the pressure?

In this episode, Doug Chia speaks with John Tuttle, former Vice Chairman and Chief Commercial Officer of the New York Stock Exchange and current public company board director. Drawing on his experience working with thousands of companies, John shares candid insights into why companies are staying private longer, the rise of private capital, and the trade-offs between private flexibility and public market discipline. They also explore what it takes to build a "public-ready" operating system, why SPAC shortcuts failed...

What makes a board leadership structure effective in practice?

In this episode, Doug Chia speaks with Beth Sasfai and Michael Mencher of Cooley about the practical realities behind board leadership structure, including the roles of the independent chair and lead independent director, the influence of CEO personalities and founder-led companies, and the arguments for and against combining the roles. They also explore why structure alone does not determine effectiveness, how an executive chair can facilitate CEO transitions, and why companies continue to make these decisions based on their specific circumstances.

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Public companies today are navigating an increasingly complex sustainability landscape, shaped by evolving investor expectations, new regulations, emerging technologies, and growing demands for material, decision-useful information. In this episode, Doug Chia sits down with Brian Matt, Head of Sustainability Advisory at the New York Stock Exchange, to explore where sustainability fits in the future of public company leadership and how companies can build trust with investors beyond the financial statements.

From the growing role of CFOs in sustainability to the convergence of stewardship and investment teams, this episode examines how the sustainability agenda is changing. They also...

In this season one finale of The Public Company Series Podcast, host Doug Chia reflects on the insightful conversations and key governance issues explored throughout the show's first sixteen episodes. Grounded in the foundational book Board Structure and Composition, co-published by the New York Stock Exchange and J.P. Morgan, this season brought together leading experts to deliver practical, substantive insights for corporate directors, executives, and governance professionals navigating today's complex corporate landscape. From deep dives into executive compensation and shareholder engagement to examining board culture, leadership succession planning, and the emerging role of AI in the boardroom, Season 1...

Boardrooms today are navigating competing priorities: preserving institutional knowledge while responding to rapid technological and societal change. In this episode, Doug Chia sits down with Andrew Jones of The Conference Board to unpack new data revealing how boards are evolving, more slowly than expected, and why fewer directors are being added despite increasing complexity.

From the decline in board turnover to the targeted recruitment of specialized expertise, this episode explores how governance is adapting in incremental ways. They also discuss the implications of shifting diversity trends, the expansion beyond traditional CEO pipelines, and the growing importance of...

Executive pay is often judged by a single figure, but that figure can be deeply misleading. In this episode, Doug Chia speaks with Ira Kay and Mike Kesner from Pay Governance LLC about the limitations of traditional compensation reporting and the frameworks that aim to better reflect reality.

They walk through the mechanics of realizable pay, the SEC’s compensation actually paid metric, and the broader challenge of demonstrating pay-for-performance alignment. Along the way, they examine common criticisms of executive compensation, the role of proxy advisors, and what decades of data suggest about whether those criticisms hold up...

Boards today are operating in a rapidly shifting landscape where traditional expertise alone is no longer enough. In this conversation, Erin Essenmacher and Rochelle Campbell unpack what it means to build a “balanced board” that can effectively oversee strategy and risk in a dynamic environment. They challenge long-held assumptions about board composition and make the case for expanding the lens beyond titles to focus on lived experience, mindset, and the ability to contribute across complex issues.

Through real-world examples, they illustrate how organizations can identify candidates with unconventional backgrounds, ranging from technologists to cross-industry leaders, who bring fres...

What makes a board truly effective? Beyond resumes and expertise, it comes down to how directors interact, challenge each other, and make decisions together. In this episode, Chuck Gray and Pam Warren of Egon Zehnder share insights from their work with boards around the world, focusing on the cultural foundations that drive performance.

They discuss the importance of intentional leadership, the nuances of leading peers rather than subordinates, and the practices that help boards operate as cohesive groups rather than collections of individuals. From agenda-setting to feedback loops and inclusive participation, this conversation offers a detailed look...

Board observers are a common yet often misunderstood feature of private company governance. In this episode, Doug Chia is joined by Jeremy Winter and Michelle Gasaway of Skadden to unpack what board observers are, how they differ from directors, and why investors and companies use them. They explore the flexibility of the role as a contractual construct, the benefits it can provide through strategic insight and information flow, and the risks that arise when observers become too involved.

They also examine how board observers fit into the transition from private to public companies, including the regulatory, legal...

Internal audit plays a critical yet often misunderstood role in corporate governance. In this episode, Doug Chia is joined by Carey Blakeman and Benito Ybarra from the Institute of Internal Auditors, and Mike Varney from Crowe LLP, to unpack what internal audit actually is, and what it isn’t. They explore how the function extends far beyond compliance, offering both assurance and strategic advisory to help organizations identify and manage risk.

They also discuss why internal audit is uniquely positioned to provide a cross-functional view of an organization and why boards should be engaging more deeply with it...

Board assessments have evolved from routine, check-the-box exercises into critical tools for improving performance, strengthening culture, and identifying hidden risks. In this conversation, Stuart R. Levine shares how effective evaluations balance quantitative rigor with qualitative insight, uncovering the nuances that surveys alone often miss. He explains why confidentiality and independence are essential to building trust and eliciting honest feedback from directors.

The discussion explores emerging trends, including individual director evaluations, the role of external facilitators, and the increasing importance of board culture in a rapidly changing environment. Through real-world examples, Stuart highlights how thoughtful assessments can reveal...

Boards today are navigating a landscape defined by constant change, emerging risks, and evolving expectations. In this episode, Doug Chia sits down with Jane Edison Stevenson and Claudia Pici Morris of Korn Ferry to explore how board succession must adapt to meet these challenges. They discuss the shift from relying on past experience to cultivating a continuous learning mindset, and why agility, curiosity, and self-awareness are becoming essential traits for directors.

The conversation introduces the concept of “corporate wisdom” and examines how diverse perspectives in the boardroom can shape better decisions. Jane and Claudia also unpack what it t...

Corporate spinoffs are among the most complex strategic transactions a company can undertake. In this episode, Doug Chia speaks with Rama Variankaval, Managing Director and Global Head of Corporate Advisory at JP Morgan, about the governance and strategic considerations involved in spinning off a business into a standalone public company.

The conversation explores why companies pursue corporate separations, how boards navigate their fiduciary responsibilities during these transactions, and what it takes to build an effective board for a newly independent company. Rama explains the strategic drivers behind spinoffs, from valuation pressures to diverging business models, and discusses...

What was once simply the “nominating committee” has evolved into one of the most influential bodies in corporate governance. In this episode of the Public Company Series, Doug Chia is joined by Lillian Tsu and Natalia Rezai of Cleary Gottlieb Steen & Hamilton to explore the expanding role of the Nominating and Corporate Governance Committee. From board refreshment and director independence to ESG oversight, shareholder engagement, and AI literacy, the committee’s responsibilities now extend far beyond identifying director candidates.

Lillian and Natalia discuss how governance expectations have shifted since Sarbanes-Oxley, why independence remains foundational, and how committees are th...

AI is rapidly reshaping how organizations operate, and the boardroom is no exception. In this episode, Tim Adair, CPO of OnBoard, joins Doug Chia to explore how AI is changing the way boards function today and how it will influence governance in the years ahead. Drawing on insights from OnBoard’s board effectiveness research, Tim explains why many boards struggle to operate at full effectiveness and how emerging technologies are both exposing and addressing those gaps.

They discuss the practical applications of AI in governance, from improving access to real-time data to enhancing decision-making and strategic oversight, wh...

The role of the compensation committee has expanded far beyond setting CEO pay. In this episode, Doug Chia is joined by Blair Jones and Todd Sirras of Semler Brossy to explore how compensation committees are evolving to oversee workforce strategy, culture, talent development, and organizational readiness for the future. They discuss how regulatory changes, stakeholder capitalism, and emerging technologies, especially AI, have reshaped board-level oversight of people and pay.

The conversation examines why compensation can serve as a powerful signal of what a company values, how boards can align pay with culture and strategy, and what skills...

In this episode, Doug Chia sits down with Paul Washington, president and CEO of the Society for Corporate Governance, to explore how public company board committees ended up with the familiar Audit, Compensation, and Nominating & Governance structure and why that structure may no longer match the demands boards face today. Paul explains how the post-Enron regulatory environment solidified the three-committee model and why simply handing emerging issues to existing committees is creating frustration for both boards and management.

Together, Doug and Paul walk through the gaps left by the current structure and outline a practical, step-by-step process...

Corporate governance begins with the board of directors, but designing the “right” board is far more complex than following a standard formula. In this episode, Doug Chia is joined by Steven Byeff and Ning Chiu, partners at Davis Polk & Wardwell LLP. Together, they explore why one-size-fits-all approaches to board design often fall short and what companies should consider instead.

The conversation covers key decision points including board leadership structure, the chair versus CEO debate, director independence, and the often-overlooked importance of multiple leadership roles within the board. 

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Shareholder engagement has come a long way from its early days as a loosely defined practice to a core component of modern corporate governance. In this episode, Doug Chia is joined by Matt Filosa, Senior Managing Director at Teneo, to trace the evolution of engagement from pre-Dodd-Frank conversations around say on pay to today’s polarized environment shaped by pro- and anti-ESG activism. 

The conversation explores how shifting political, regulatory, and social dynamics are forcing boards and investors to reassess what “successful” engagement actually means. The unintended consequences of past engagement practices, the rise of anti-ESG activism using f...

In the first episode of the Public Company Series podcast, host Doug Chia is joined by Chuka Umunna, Global Head of Corporate Governance and Sustainable Solutions at JP Morgan. Drawing on the opening chapter of the book Board Structure and Composition, they explore how global board governance practices are evolving under increasing shareholder pressure, regulatory scrutiny, and cross-border complexity.

Their conversation examines the “Americanization” of board governance, highlighting key differences between U.S., European, and other international models, including board structure, decision-making speed, stakeholder orientation, and independence standards. They also discuss why non-U.S. companies continue to purs...

In this episode of the Public Company Series, host Doug Chia sits down with Erin Essenmacher, board member and senior advisor to Leadership Elevated, and Rochelle Campbell, CEO and managing partner of Leadership Elevated. Together, they discuss their chapter “Building a Balanced Board: Expanding the Reach and Pipeline for Talent” from the NYSE and J.P. Morgan publication Board Structure and Composition.

The conversation explores how the definition of an effective board member is evolving, as Erin and Rochelle share why boards must expand beyond traditional CEO backgrounds to include a wider range of experiences, skill sets...

Curious how top boards stay agile, resilient, and future-ready? Host Doug Chia guides conversations with leading experts in corporate governance, based on the NYSE & J.P. Morgan book Board Structure and Composition. This season explores board effectiveness, CEO succession, shareholder engagement, and more, equipping directors, executives, and governance professionals with practical tools to drive lasting success.

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