JONATHAN F. FOSTER

>> Craig Gould: Jonathan F. Foster, thank you for joining me today on the podcast. Jonathan, you are the founder and managing partner of Current Capital Partners, a firm known for its work in mergers and acquisitions, advisory, corporate management services, private equity investing. Before that, you spent a decade at Lazard, where you focused on M&A, and ultimately served as a managing director. you’ve served on more than 50 boards, including Fortune 500 companies, private companies, organizations navigating complex restructurings. And you’re the author of a new book, On Board: the Modern Playbook for Corporate Governance, which is a contemporary history of the director’s role and a deeply practical guide of how directors today must engage to excel. And so there’s, there’s so much here that, that I, I want to talk with you about, Jonathan. But, on these conversations, I usually love to start with one common question, which is, what are your memories of your first job?

>> Jonathan F. Foster: Well, first of all, thank you very much for having me. It’s a pleasure. I’m a big fan of your podcasts. my first job was at what’s now PwC, the old Price Watterhouse, a big accounting firm. My father told me, as I was coming out of graduate school, no less, that you’re not going to be a doctor or a lawyer, so go become an accountant. You’ll always be employable.

>> Craig Gould: Right?

>> Jonathan F. Foster: And as I walked into the building, many, many years ago, in my dark suit, white shirt and red tie, I thought to myself, I already know I’m not cut out for a huge corporation, but I’m going to go make the most of it. That’s my memory.

>> Craig Gould: How did that turn out? How long did you last at PWC before you found the next role that spoke to you a little bit better?

>> Jonathan F. Foster: well, not very long. It was great training. I’m very grateful for it. And I keep up with a couple of people. still today, I cut a deal, given my graduate degree, spend my time half in audit and half an international tax. And the international tax side of things was fascinating. I grew up in New Hampshire, but I got in graduate school in Europe and really had the wanderlust from a young age. And so, given all of that, Morgan Grenfell, if you’ll forgive the expression, at the time, the Goldman Sachs of England had gone to the lunch of economics for graduate school, had opened an office in New York, and those of us of a certain age will chuckle. But I wrote a handwritten letter and dropped it off at the apartment of the CEO, a fellow called Jack Fraser, who literally called me on my hardline phone at the office and said, would you come by my apartment, have a conversation? I enjoyed your letter. I’d only known about Park Avenue on a Monopoly board and I found my way to his exquisite apartment that I can still remember. And I was hired as an investment banker at Morgan Grenfell back in the late 80s and it all has proceeded from there beyond my dreams. It’s been a wonderfully interesting career and I hope I’m well. Late career, not in the fourth quarter yet.

>> Craig Gould: Absolutely. So tell me, Jonathan, what, convinced you that it was time to write a book? And why this? I mean, is it just because this is so much of who you are and you have knowledge that you know, know maybe a lot of people don’t have?

>> Jonathan F. Foster: It was really three things. number one, I’ve got a, I think informed and fairly strong opinion on a number of issues. I don’t believe that chairman CEO should almost ever be the same person. I think retirement ages and term limits are a cop out. I’m a big believer in individual director evaluations. So number one, I’ve got some views. I think they’re informed. I wanted to express them. Secondly, it was Covid and my 30 minute walk to work. Both ways became time at home with the family and that was wonderful. But we were all busy and I thought to myself, what a great time to start to write a book. And perhaps most importantly, there are a lot of books written on governance by academics and I have high regard for many of them, like Professor David Locker at Stanford. But they tend to be written by folks that have not been in a boardroom. A little heavy and a little slow. On the other side of the coin, there have been a number of books written that I’ll call How to be a Director books or memoirs. And many of these are written by people with frankly limited board experience. But I didn’t find, and having contacted a number of publishers, they didn’t know of any book that had combined the two. So what I wanted to write, and I hope folks will agree I have written, is a contemporary history, last 50, 60 years of transactions M&A restructuring, activism and LBOs, the remarkable growth of the institutional investor and the rise and waning of environmental, social and governance issues, or esg, all of which have led to today’s laws, regulations, custom and practice best practices for governance. And then with that context, I talk about the 10 or so key issues for directors. Some obvious ones, like how to put a board together. Some less obvious ones, such as how do you prepare for a crisis when by definition a crisis is unexpected. And then lastly, there were eight or 10 people I wanted to interview. Leo Strine, who’d been head of the Delaware Chancellor and Supreme Court. Doug Oberhelm, chairman and CEO of Caterpillar. As I started to do that, one thing led to another. I interviewed 77 people. So I hope the readers will benefit from my 57 corporate boards as well as the views of 77 interviewees, 75 of whom are quoted in my book. It was a wonderful and engaging project. I didn’t particularly like the publishing part of it. I loved the writing part of it.

>> Craig Gould: Yeah. I think what’s obvious when we start reading there is you bring such a depth of experience to this story that it really provides a, level of detail and clarity and a, unique voice. You know, the same can be said when you talk about choosing a representative of the Delaware Chancery. nobody sees more of these corporate cases than they do. But maybe, you know, I think one of the interesting things, we start the narrative in the book with kind of a history lesson. And can you just kind of provide a snapshot of how the role of the director has changed even in the last, say, 60 years?

>> Jonathan F. Foster: It’s changed remarkably. boys used to be clubs. To a large extent. You are often on the board because you’re a pillar of the community. You knew the CEO. I don’t want to say, ah, every board, but many boards just rubber stamps, decisions. There’s an old story about the board of Ford Motor Company. They would get picked up in a private jet. They would be delivered to Detroit, where they’d be picked up in a private car. And there were actually, so the story goes, rooms in the corporate headquarters. And the directors would stay there for a couple of days and have their meeting. They got no sense of the, company’s details. They did not visit facilities. And needless to say, when you’re that coddled, you’re probably a little bit less objective than you might be. I am not going to tell you today’s governance is perfect. Look at the debacle at Bluebell Creamery, where the board did not oversee a safety program and were found culpable for a wisteria outbreak. Or the debacle of Boeing, where in 2017 and 2018, the board settled for $238 million for breach of fiduciary duty for not overseeing aircraft safety. But in general, governance has come a long way, and a lot of that is due, to litigation which has held directors liable. It’s due to the remarkable growth of the Institutional investor who owned back in the 50s, 5, 8, 10% of a company. And typically today for the big public companies, they can be as much as 80% owned by the institutional investors. They bring a lot of pressure to bear. And of course the governance advisory firms, ISS and Glass Lewis in particular, have brought more pressure to bear. And so today’s governance has improved remarkably. It’s still got a ways to go. I hope I have traced that history and made some suggestions for where we might go from here.

>> Craig Gould: In the book you use a phrase in terms of how the director should see their role as noses, and fingers out. Can you talk about what does it look like when, a director is getting it right? What level of involvement is the right level? In this day and age, the director.

>> Jonathan F. Foster: Should look at him or herself as an overseer, not a manager. And I feel so strongly about this that the subtitle of my book is how to Oversee Companies with Care and Loyalty. Care and loyalty are the second and third most important parameters in my mind of a board doing an excellent job. Now this oversight, not management, is critical because of the rather stunning information asymmetry between a board and a management team. A board is going to work 10 or so days a year, maybe 200 hours. A management team is going to work 365 days a year and maybe 3,000 hours. And so that’s a huge difference in information and detailed knowledge. And so when done well, oversight means asking good questions, being unafraid to say, no, I need more information before making that decision or approving that action. When done poorly, it means going into too many details and being too prescriptive and being a manager, not an overseer.

>> Craig Gould: So you feel pretty strongly that management should manage and the board should be there consultatively. So I mean, I believe in the book you talk a little bit about the role of the executive chairman, right? And how, you know, I’ve seen examples before where, you know, there’s a CEO in place, there is some semblance of a secession plan, or maybe, maybe the secession plan was, was a little fast tracked and that they feel like the new CEO needs kind of a co pilot during a period the existing CEO becomes an executive chairman and now there winds up being really, really blurry lines on the org chart. Can you talk a little bit about how that does or doesn’t work out in the end?

>> Jonathan F. Foster: There are different views on this. As I said in a lead, in, or to a prior question, I should say, I think that the CEO and the chairman should be different people. I think the former CEO should go on his or her way. And if your new CEO needs to have his or her handheld, you’ve got the wrong person. Sure, you want to have a three month transition period, great, but it’s often a lot longer than that. You know, when Ted Pick became CEO of Morgan Stanley about 18 months ago, James Gorman, the outgoing CEO and chairman, I might add, said that he would stay for six months and then retire. And he did that. But that’s unusual. If your CEO is not ready to go, you’ve got the wrong person.

>> Craig Gould: Yeah, it brings up secession planning. If you fail to plan, you plan to fail. Right. And so can I get your opinion on how is it done right and where is it done poorly? I feel like some organizations are scared to bring in somebody from outside the organization because there’s a ramp up time. Maybe they don’t know enough about the culture. How long is it going to take for them to get up to speed? And one of the things that you had suggested was possibly finding that right external candidate and bringing them in a handful of years before the planned succession date so that you can groom this person, you know, who has outside views and get their internal exposure before that date comes. But there’s a lot of people to convince in that process, right? I mean, one of which is this candidate. Not every candidate that’s going to be groomed for CEO is going to be ready to be brought in to what is a maybe in the future sort of engagement.

>> Jonathan F. Foster: two questions there, I think. one is how succession done well and internal versus external, two really important decisions. Let me attack both of those. First of all, succession done well. It’s critical to start early, understand the type of characteristics and personality you’re looking for, put in place an effective, thorough search process with internal and external candidates to ultimately make that decision. That’s a process done well. If you don’t do that, it’s a process done poorly. Now, most CEOs recognize that it’s critical for them to groom one or more successors. An incumbent CEO is going to always want to have an internal successor, but it’s critical to remember that the board, not the exiting, CEO, will have to live with a successor and must select him or her. I’m, happy for the outgoing CEO to give his view. You should, but the decision must be made by the board, not the person leaving. You know, it takes a really strong board leader and a really strong board to think ahead and plan for what you need in your next leader. There was an interesting story in Harvard Business Review a number of years ago. And it talks about when MasterCard transitioned its CEO about five years ago to a fellow named Michael meback. The former MasterCard board chairman wrote in the Harvard Business Review that even before me back started, the board was imagining his successor. Now, there may be a little bit of hyperbole there, but that’s really important now. External versus internal. The data shows clearly there’s less risk with an internal candidate. But to me, it’s really not internal versus external. It’s two things. Do you have an internal candidate ready that meets the requirements for what you need going forward? Not what’s happened in the past. At the same time, if you want to break a fair bit of glass, in other words, change things, an outside is probably your best bet. If your company is running well and you’ve got a good internal successor, that’s probably going to be a big bet. But when you talk about a custom suit, the hiring of the next CEO is all about buying that custom suit that really fits well. It’s a critical decision.

>> Craig Gould: You know, if it’s the board’s responsibility to ultimately make that choice, how do you go about evaluating that talent? I mean, I know that, you know, some of the big five executive search firms specialize in consulting and helping, provide lists of names, but should there be kind of an active process for providing FaceTime for the brightest stars in that internal corporate roster so that there’s a deliberate way for those people to be seen by the board? What does that process look like?

>> Jonathan F. Foster: Well, the board should always, be spending time with both the CEOs direct reports and people throughout the organization to the extent they can. For example, one of my boards, has a golf event every summer where they take the top 50 or 75 high potential people and in each foursome are three of those folks and a director. I don’t much love to play golf, but I look forward to this because what you got to be worried about is if there’s a succession process underway and you’ve never met Bob Smith, and you spend 45 minutes with Bob Smith, he may be a great presenter, but he may not be very substantive. And too many directors make too many decisions based on form over substance. So I want to get to know the CEO’s direct reports and the high potentials well before any succession decision has to be made. It’s really important. But in terms of making a decision, I want all the inputs I could possibly get. I want a search firm scanning external candidates. Even if we decide not to talk to them. I want the internal candidates evaluated by a search firm and maybe an industrial psychologist. I want to do a 360 review. I want to offer them coaching, see if they take it, see what they learn. I want to offer them some management education, see if they take it, see what they learn. I’m a big believer that you don’t have a relationship until you’ve had a meal with somebody. In a perfect world, each director has a meal with the primary candidates. And so I want to gather a lot of information. I want to hear what the incumbent CEO has to say. And at the end of the day, I want to trust myself to work through all that. Hopefully, we are all successful business people with a diverse set of views, and ultimately, we come to unanimity. Now, you got to be able to make a decision. I was on one board a long time ago. Wonderful company. Nine of the 11 of us. As I recall, those numbers settled on an internal candidate early on, like in month two, but two people, and I remember that number clearly, couldn’t get comfortable with this person. And we must have spent six months, maybe as long as a year, getting those two folks comfortable to make it unanimous. And in the meantime, a number of executives who were competing for this job took their eye off the ball. And when we named the person nine of us wanted, early on, we discovered that the losing candidate. There were two that didn’t get the novel. One in particular had really taken his eye off the ball, and it caused us some real issues. So the last thing I want to mention is you do want unanimity, but you need to make a decision and not let the process go on too far, because, listen, it’s really distracting. An outsider will say, you’re number two, you’re number three. In a big company, that’s not so bad. Well, if you’re wired to be number two or number three, you probably want to be number one.

>> Craig Gould: Just imagining the scene from 12 Angry Men where these jury deliberations are going on and on and on, Right?

>> Jonathan F. Foster: Exactly.

>> Craig Gould: So in the book, you talk a lot about duty of care, duty of loyalty, and I think it’s a really interesting conversation because if you ask different people, who does a director serve? I feel like you could get a number of different answers. Whether that’s. Is it the company? Is it the shareholder? Is the shareholder the owner of the company? Can you kind of talk about that tenuous relationship? Because, I mean, it really starts coming into play when we start talking about activist shareholders. Can you talk about, you know, the the duty of care. And who are you serving as a director?

>> Jonathan F. Foster: So the duty of care very simply says to me that every director makes informed decisions. It sounds easy. It’s not as easy as it sounds. You are serving the shareholders. You are doing your part to maximize long term shareholder value. The shareholders elect you to be a director, nobody else does. And Delaware law, where a preponderance of companies are still incorporated today, has made it very clear that companies must maximize shareholder value. And if serving other stakeholders, such as employees and customers and suppliers and communities, has a relationship to increasing shareholder value, that’s just fine. But both who elects you and what the law says are crystal clear. So, for example, one of my favorite anecdotes is when Paul o’ Neill became CEO of Alcoa, way back when, one of his first priorities was worker safety and morale increased a lot. At Alcoa, they’re doing dangerous things, making steel. It is clear that as a result of that, workers were happier, productivity went up. That clearly added value. So just because you’re trying to maximize shareholder value doesn’t mean you can’t be a good corporate citizen. You can’t do things for your employees you don’t necessarily have to do. Remember, doing well doesn’t mean reallocating the pie. Paul o’ Neill made the pie bigger by being good to his employees, energizing them, and they help create more value.

>> Craig Gould: At Alcoa, ultimately, the director is representing the shareholder. And in the last 40 years, you know, we went through, a generation of M&A, and A, which you’re kind of a preeminent expert on leverage, buyouts, activists, shareholders. Can you kind of shine a light on some of these stories where companies got it right and got it wrong when it came to, an offer being on the table and making the right choice? Because ultimately it’s about what provides the most value for the company and the shareholders in the end. Right. Regardless of personal opinions about who it is that is trying to take, take the company on. Right.

>> Jonathan F. Foster: You know, I think you’re asking a question about activism, in a very polite way. And I’m glad you did because it’s an important and more frequent topic. An activist is just another shareholder, but they’re often a very noisy shareholder. And so an activist isn’t good or bad. It’s a shareholder with an idea. The challenge often is they can be quite short term oriented and that’s not bad. That’s their job. If the stock price goes up in a couple of quarters and they exit and have a Nice return and raise a new fund and make some fees and carry. That’s the job. The issue for the company is your job is to maximize long term shareholder value, not next quarter’s shareholder value. And critically, an activist has a portfolio of companies so they can afford to be more aggressive. Maybe two companies, just to make my point, go bankrupt. Six do okay and two do. Two do great. You’ve done your job. You’ve earned a 20 return perhaps for your shareholders and you’ve done a great job. If you’re a director of one of those two companies that went bankrupt, you’ve had a really bad day. So an example of a situation we had an activist and made a good decision. all public now. Lear Corporation, Fortune 500 auto supplier. Been in director and audit chair for a long time. And a number of years ago a few of us were saying, boy, we’ve got about a billion dollar revolver undrawn, about a billion dollars of net cash on the balance sheet. We should buy back stock. But a majority of the director said, we’re in a cyclical business. We came out of bank fee not long ago. We don’t want to do that. Well, wouldn’t you know, along comes an activist, wants us to buy back $3 billion worth of stock, split our two businesses and add a couple directors. $3 billion. We thought focusing just on Lear Corporation on a portfolio of investments was insane. And so we fought hard. At the end of the day, we settled for a $1 billion stock repurchase and adding one new director. We can talk about whether one new director is new ideas or a distraction, but the key point is a billion dollar stock repurchase made sense and we came to a good decision because we did not just say no, but we looked at our decisions through the lens of being informed and long term shareholder value, not the stock price a quarter later.

>> Craig Gould: How should directors posture change when a company is heading towards restructuring or sell? Like if you, if you see something on the horizon, what’s the right thing for, for the board to be doing?

>> Jonathan F. Foster: The right thing for the board to always be doing is challenging management strategy. And that means corporate strategy and that means capital strategy. And capital strategy is all about, what does my capital structure look like, my debt and the equity, and is it appropriate as well as how am I using my free cash flow? There are basically three alternatives. Make acquisitions, slash capital expenditures, pay down debt, or buy back stock, slash, provide dividends to my shareholders. You should always, always, it’s worth repeating. Just stay focused on challenging business strategy and capital Strategy again, sounds easy. Not so easy with all the details and in the heat of the battle. But that should be the focus always.

>> Craig Gould: You know, I think there’s a, little bit of a black box for folks in terms of what the committees are. And you know, we always hear about you’re on a board, you’re, you wind up having a spot on a committee. What can you tell us about the different kind of core committees, whether that’s audit compensation. Can you kind of give us a thumbnail of what the roles there look like?

>> Jonathan F. Foster: Committees are simply established to help the board do its work most efficiently. But the board is still responsible for all of the decisions being made. And you should staff the committees appropriately. You should understand what they’ve decided to do. And even if you’re not on the committee and you disagree, you should speak up. So there are three major committees, the audit committee, they receive financial controls, financial statements, oftentimes risk and compliance. Now that we’re well past the Sarbanes Oxy litigation after the Great Recession, the path for what the audit committee should do is pretty clear. it’s not changing all that much at the moment, but there are an awful lot of details. It takes an awful lot of work and it’s really the backbone of making sure you’re overseeing with care and loyalty all financial aspects of the company. The compensation committee is changing more than any other committee. In my view. It’s often becoming the compensation and human capital committee, working to approve not only the CEO and the CEOs direct reports compensation, but people matters such as are my pension plans appropriate, is my training good, is my compliance appropriate? And the path for exactly what that committee should be doing is changing. I find that really dynamic and interesting. Then the non nomination and governance committee used to be called the easy committee. It’s less easy because not only are you responsible for overseeing usually the nomination of directors and making that choice, the evaluation of directors, the evaluation of the board, evaluation of the committee, staying aware of governance issues. Oftentimes, esg, environmental, social and governance issues are falling under the nominating and governance committee. Those are the three majors. I don’t think you should just add a committee because it’s the thing of the moment, like a risk committee or a technology committee, because I like full board decisions. But it would be cumbersome if your entire board was doing the audit committee’s work or the compensation committee’s work, or maybe even the nominating and corporate governance committee’s work. But if you’re a bank, for example, you probably Want to think about a risk committee and you add a committee beyond the big three as, ah, you need it in my view.

>> Craig Gould: You know, you talk about the nominating committee there. What recommendations would you have for someone listening who’s an aspiring director? You know, maybe they’ve been a C level executive, a CEO. What recommendations would you have on connecting with the right people to find the right board seat, but then also kind of the, the do’s and don’ts when, when you finally do walk into that room?

>> Jonathan F. Foster: Well, the easiest question to answer is what are the do’s and don’ts when you walk into the room? And the answer is, listen before you speak. And of all the people I talked to from my book, when I asked that question, I got the most unanimous answer, which I knew before I asked the question. Listen before you speak. You may think you’re the smartest person in the room, you probably aren’t. But even if you are, unlike in your C level job or partner at a law firm or an investment bank, for example, you can’t give orders anymore. If you can’t move the group to your point of view, you will be completely ineffective. Remember that and listen before you speak. Secondly, you’ve been successful, but you’ve got to look for a board seat like you’d look for a job. First of all, understand governance. Think about joining the national association of Corporate Directors in Washington. Think about taking a couple of training courses. Think about reading Agenda, the Financial Times, governance weekly periodical, I born nacd. I read that periodical every week. You got to get smart about governance. You’re not going to get a board seat because you’ve been successful. You’re getting a board seat because you’ve been successful. You’ve begun to understand governance and you try to find a board seat. And how do you find a board seat? You talk to the recruiters, you know, you talk to the private equity firms, you know, you talk to the people who are directors who you know. And to me it’s sort of like folks that want to be in the president’s cabinet. You don’t actually ask for the job. You just make it clear to those that might have some decision making ability that you are qualified and interested in the job. And then lastly, I think your first board seat is important. I don’t think it’s important that you are on the board of a charity or your school. A for profit board is very different. But I do think your first board matters. And so in my case, for example, I’ve been an investment Banker and a partner at several firms focused largely on industrial and services companies. And I pursued and open was offered a board seat at a building products company called Masonite with about $50 million of pre tax cash flow at the time, which was relatively large 20 years ago. And so from day one, wow. Flash is on the board of a public building products company in a sector we know something about, of reasonable size. That’s how we’ll think about him. If I had gone on some $2 million cash flow technology company that I didn’t know much about because my best friend was the CEO, I think the search community would have said, not sure that makes sense. So don’t jump too quickly at the first opportunity. Make sure it makes sense and what your longer term plan is.

>> Craig Gould: I think in the book you talk about how we require traders to have a Series 7 license to sell stocks, but we don’t require directors to have any sort of proven licensing knowledge about the basics of being on a board. Is that a fault? Is it an idea? Is it something that’s practical? Do you think there should be a licensing exam for directors? And if so, would directors push back? or would they see it as a welcome change?

>> Jonathan F. Foster: No, I think directors would push back. I think that many directors think these are tenured positions. They’re not going to tell you that, but that’s how they act. Which is why we do not have individual director evaluations for every Fortune 500 company, let alone the Russell 3000. And why individual director evaluation are often not in proxy statements in any particular detail. And a director should be elected periodically, just like management is. You need to lead by example. I don’t particularly like regulations. I’m a capitalist, I hope with a heart. But I do think that you’ve got to have a license to be a lawyer or a doctor or a massage therapist or a hairdresser, but to oversee the biggest companies in the world, they’re just selected now, all of these people, I think it’s fair to say, had been successful. But I think it would increase confidence in governance if you were licensed, and I think it would have a lot of people take less for granted. I’ve been successful, I should be a director. So if you had a modest age requirement, an education requirement and a test to pass and some continuing education to go to, I just think would help to instill more confidence in governance and more seriousness. And while I don’t believe in group think, I got to tell you, if I need a license, as I said, to be a doctor, a lawyer, or even a massage therapist or a hairdresser not to be on the board of J.P. morgan or Alphabet.

>> Craig Gould: I mean, really, what is the most practical change there? Is it having individual director evaluations? Because, I mean, I think even where director evaluations are prescribed out there, like you said, it’s for the board as a whole. I don’t know if term limits are necessarily beneficial because you could artificially get rid of some good people. So, I mean, is it about the ability to diagnose and evaluate specific directors? Is that the most beneficial change?

>> Jonathan F. Foster: Absolutely. Everybody in the boardroom knows who the weak links are, who the strongest links are, who the good links are. And if you’re 62 and an ineffective director, why should I wait till you’re 75 to get rid of you at a retirement age? Or if you’re in your fourth year, why should I wait 10 years to get rid of you? That’s absurd. The data shows that about 50% of individual directors are evaluated. But they could be in more detail. They could be required to be disclosed in the proxy statements and so on. I think they should be. Your CEO is not tenured. He or she is evaluated every year. The director should be evaluated periodically, too. You should lead by example.

>> Craig Gould: Another question. What do you think makes a great board chair?

>> Jonathan F. Foster: Someone who is respected and respectful. A board chair needs to work closely with a CEO on the agenda and major issues. A good board leader should make sure that everybody’s voice is heard and the board leader speaks last, so as not to move the conversation in a, particular direction initially and seek unanimity, but be unafraid to push the board to make a decision, even if it can’t be unanimous every time. Leadership of any organization is critical, and the board is absolutely no exception.

>> Craig Gould: Looking forward, what do you see as the future of governance over the next decade? maybe practically, what do you see? But I guess also what would you hope for?

>> Jonathan F. Foster: You know, there’s a lot more pressure on boards than ever before, and that’s good. It’s the institutional investor, it’s activists, it’s the governance advisory firms. It’s this dynamic, ever changing 247 business environment. And I think boards are starting to, and need to, double down on their oversight in particular, and business strategy, corporate strategy, risks and opportunities. AI is a perfect example. How the heck do you oversee A.I. until you understand AI? And if I’ve got an expert in AI on my board, that doesn’t help me. I need to understand that the company has an AI leader and an AI effort that makes sense and an ethics policy that’s reasonable and current. And if I happen to have an AI expert on my board, wonderful. But remember, you oversee, you don’t manage.

>> Craig Gould: One last question. What do you think most CEOs misunderstand about their boards?

>> Jonathan F. Foster: That the CEO works for the board. He or she is not an equal. He or she works for the board, but the board is there to help and be a resource. So don’t look at the board as I got to deal with these folks ten days a year. They’re fine. I’ll be respectful. Look to them as a resource and a business partner in the never ending quest to maximize shareholder value. And you can be friendly with them. But at the end of the day, you report to them, whether the chairman or you’re not. You don’t report to yourself, you report to the board. And there will be this big information asymmetry, but they’re there to help you to be your partner, to be a resource. And if you find one or more directors ineffective, obstreperous, go to the board leader and deal with it.

>> Craig Gould: Jonathan, if folks wanted to follow you, if they wanted to get their hands on the book, if they wanted to, you know, reach out, how’s the best way to, to keep an eye on you current capital partners? Find the book on board. Where, where should we be directing people today?

>> Jonathan F. Foster: Well, I have a website, Jonathan Foster dot com. you can certainly go there. My email is there. I’m pretty active on LinkedIn. And you’re welcome to buy the book, through my office in bulk if you wish, or individual copies at, your favorite bookseller, including at Amazon. Com.

>> Craig Gould: Jonathan, I really appreciate you being my guest today. I mean, I feel like we’ve only scratched the surface. It’s just a really informative conversation. It’s been a real honor speaking with you today.

>> Jonathan F. Foster: Well, you’re very kind. I enjoyed it as well. Thank you, Craig.

>> Craig Gould: Thanks.