The State of Corporate Governance, Do I Prioritize Myself or My Team at Work? And How Men Can Find Their “Second Act”

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0:01:44 – Welcome to the Prop G pods office hours.
0:01:46 This is the part of the show where we answer questions
0:01:48 about business, tech, entrepreneurship,
0:01:49 and whatever else is on your mind.
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0:01:59 I have not heard or seen these questions.
0:02:01 With that, question number one.
0:02:04 – Hi, Scott Ned.
0:02:06 I would love to hear some of your thoughts
0:02:08 on the state of corporate governance.
0:02:10 Scott, you talk a lot about your experiences
0:02:14 on corporate boards for both public and private companies.
0:02:15 I’m currently on the board of directors
0:02:17 for a smaller private company,
0:02:18 so I’ve been trying to level up my abilities
0:02:21 by learning more about best practices in this area.
0:02:24 Naturally, I’ve been looking towards publicly traded companies
0:02:26 and their governance structures,
0:02:28 but in doing some research, it appears that,
0:02:31 much like you’ve pointed out in our political system,
0:02:35 the average age of corporate directors keeps increasing.
0:02:37 On top of that, the same people responsible
0:02:40 for leading audit and compensation committees
0:02:42 are now being asked to understand the strategic impact
0:02:45 of cyber threats, AI, and climate change.
0:02:49 So Scott, how do you evaluate board makeup,
0:02:51 both from an age and skill set view?
0:02:53 And what do you look for in companies
0:02:56 that you think are poised to lead them into the future?
0:02:57 Thanks.
0:02:59 – That’s a thoughtful question.
0:03:00 So let’s break down the numbers.
0:03:02 According to data from the conference board,
0:03:04 the number of directors aged 66 to 70
0:03:06 among S&P 500 companies
0:03:07 has seen the biggest growth over the past four years.
0:03:09 Oh, what do you know, it’s more old people.
0:03:10 There you go.
0:03:11 Directors in the ’40s and late ’50s,
0:03:13 however, have declined over the same time period.
0:03:16 Jesus Christ, technology’s taken over, folks.
0:03:18 And let me be ages again.
0:03:20 Young people get technology.
0:03:22 Their brain can wrap their shit.
0:03:24 I don’t fucking understand this stuff.
0:03:26 People think I have an amazing social footprint.
0:03:27 You know why?
0:03:29 Because I hire young people to get this shit.
0:03:31 I kind of have decent instincts around business,
0:03:34 but we absolutely need more churn.
0:03:38 All these CEOs, boards of directors
0:03:42 are a cross between the land of the dead and golden girls.
0:03:43 It’s just like enough already.
0:03:45 Millennials, those under ’40,
0:03:47 make up the smallest portion of board members,
0:03:50 representing just 0.3% in 2023.
0:03:52 I do think you should probably have one person
0:03:54 in their ’40s, maybe in their ’30s on every board,
0:03:57 especially if your company is being affected by technology,
0:04:00 which is, let me think, every company.
0:04:01 First off, what is a board there to do?
0:04:04 At the end of the day, a board really only has two jobs.
0:04:06 And that is, if and when to sell the company
0:04:09 and to hire and fire the CEO to make sure,
0:04:12 if you have the right guy or gal in the CEO spot,
0:04:13 it’s easy to be a good board.
0:04:15 And then the chair of the audit committee
0:04:16 has to be the adult in the room
0:04:18 to make sure we’re not gonna get sued
0:04:19 or there’s a fraud taking place,
0:04:22 that what the CEO is actually saying is correct.
0:04:25 Whenever I’m on a board, I typically call the CFO
0:04:27 after the board meeting ’cause I find that the source of truth
0:04:30 and don’t use adjectives and embellishments.
0:04:33 Boards, for the most part, corporate governance,
0:04:35 usually do a good job.
0:04:36 Who makes up boards?
0:04:39 What I call FIPS, that is formerly important people
0:04:41 who no longer are working full-time,
0:04:44 but like the idea of staying involved in a company
0:04:46 and bestowing their wisdom on a company
0:04:48 and making a quarter of a million dollars a year
0:04:50 to show up and get free dinner four times,
0:04:51 read the board book,
0:04:54 and most importantly, get along with the CEO.
0:04:56 And this is the problem with corporate boards,
0:04:58 is that they get weaponized by the CEO.
0:05:03 Their job is to represent shareholders and all stakeholders.
0:05:05 Now, one of those stakeholders is management,
0:05:07 but also stakeholders are shareholders,
0:05:10 the employees that you don’t see in the boardroom,
0:05:13 the community, the government, children that you might be,
0:05:16 I don’t know, selling an addictive product into,
0:05:19 and the CEOs of these companies are always one thing.
0:05:21 They’re always ridiculously fucking charming.
0:05:22 They’re the former rush chairman
0:05:24 of their sorority or their fraternity.
0:05:26 They’re very likable.
0:05:27 The first thing they do is invite you out to dinner
0:05:29 when you’re on the board, maybe play golf.
0:05:32 There’s actually a lot less golf than there used to be,
0:05:35 but they know you’re in charge of their compensation
0:05:37 and they manage you.
0:05:40 I hate being on boards where I feel like I’m being managed.
0:05:42 And so you get a lot of this,
0:05:44 and that is you find that a lot of stuff
0:05:45 that’s happening in the company
0:05:47 is just kind of being filtered all through one lens.
0:05:50 There’s a couple of tells for a CEO, a good or a bad CEO,
0:05:53 good CEOs don’t speak that much during the board meeting.
0:05:55 They bring in other people
0:05:58 and they wanna highlight other management.
0:06:00 And they let the CFO speak and they listen
0:06:02 and they answer questions.
0:06:04 Now, how I’ve evolved as a director.
0:06:07 I went on my first board of directors when I was 34,
0:06:11 my first public board of directors when I was 38.
0:06:13 I’ve been on seven public company boards,
0:06:15 about a dozen private company boards.
0:06:18 I used to think that my job was to heckle from the cheap seats
0:06:19 and try and play stump the CEO.
0:06:22 No, you’re not, you’re just being an asshole.
0:06:24 You’re there to be supportive of the CEO, offer advice,
0:06:27 and a good director just listens
0:06:28 for the first couple of board meetings.
0:06:30 And what you want is a poll.
0:06:33 You want them to reach out to you for advice.
0:06:37 You wanna be a resource around your area of expertise
0:06:38 for other management.
0:06:41 In addition, you’re there to represent shareholders
0:06:43 in the community and you need to read the board book,
0:06:45 thoroughly ask good questions.
0:06:48 I used to send the board book to a colleague
0:06:49 who is a professor of accounting and saying,
0:06:50 “What am I missing here?
0:06:52 “This is so fucking complicated.
0:06:54 “What stands out to you?
0:06:57 “What should I be inquiring about or asking?”
0:06:59 But being a good director, good corporate governance,
0:07:03 I think is really, really interesting.
0:07:06 And managing the board, having a diverse set of viewpoints,
0:07:09 someone who represents looks, smells, and feels.
0:07:10 I mean, Nike was all white dudes
0:07:12 for a long time despite the fact that two thirds
0:07:15 of their customers and 80% of our athletes are non-white.
0:07:18 They figured it out and now they have a much more diverse board
0:07:20 that represents their stakeholders.
0:07:21 That’s what you need to do
0:07:23 and you need to have deep domain expertise,
0:07:26 especially on the boring shit, accounting, operations,
0:07:27 ’cause there needs to be people in the room
0:07:29 that can kind of smell bullshit and go,
0:07:30 “No, that doesn’t sound right.
0:07:31 “Well, what about this?”
0:07:35 And also be a resource for the CEO and management.
0:07:36 But I love corporate governance.
0:07:37 What are you there to do?
0:07:39 You’re a fiduciary.
0:07:41 Thank you so much for the question.
0:07:43 Super thoughtful, super thoughtful.
0:07:46 Question number two.
0:07:48 – Scott, I’m looking for your advice on my dilemma
0:07:50 between loyalty to one’s team
0:07:53 and preserving your own individual sanity.
0:07:56 The background is I’m fortunate to have recently sold a company
0:07:58 for an amount that secures my retirement
0:08:00 and takes care of my family’s future.
0:08:03 The issue is that the new buyer is paying off
0:08:05 the old shareholders through a combination
0:08:08 of a guaranteed amount that was already paid a close
0:08:11 and that part alone was enough to take care of me
0:08:14 as a major shareholder and a contingent amount
0:08:16 based on team performance that’ll be paid out
0:08:17 over several years if the team hits
0:08:20 collective top-line revenue targets.
0:08:23 Now, here’s the problem in my dilemma.
0:08:25 I’m still a large revenue producer for the firm
0:08:28 and my old team, who are amazing colleagues,
0:08:31 some of whom I’ve worked with for decades,
0:08:32 has told me that if I were to leave early,
0:08:35 they probably won’t hit that out-year revenue number
0:08:38 and won’t get the contingent distributions.
0:08:41 What that means for me is I’d have to stick with the firm
0:08:43 for a number of years when, to be honest,
0:08:45 I don’t feel like this place is for me
0:08:48 just as you didn’t when you sold your firm.
0:08:50 So do my obligations rest with my old team
0:08:53 or do I prioritize my own mental wellbeing
0:08:56 and desire to start that next chapter in my life?
0:08:58 Your advice is greatly appreciated.
0:08:59 Thanks.
0:09:01 – Thanks, Anonymous.
0:09:03 If you hate your job, you’re not gonna be very helpful
0:09:05 to the company or to your employees.
0:09:07 I think there’s probably a middle ground here.
0:09:09 I have some experience here.
0:09:11 My firm was acquired by Gartner
0:09:14 and we got a big chunk of money up front
0:09:16 and then an earn-out.
0:09:19 And I think I’m the only person that didn’t stick around.
0:09:20 And the earn-out wasn’t based on targets,
0:09:22 it was based on time.
0:09:24 Sounds like you have specific targets
0:09:26 and you feel responsible for hitting those targets
0:09:27 such that your employees can recognize
0:09:29 the upside from their earn-out.
0:09:32 I get that and that’s very noble.
0:09:33 There’s gotta be an in-between.
0:09:35 Maybe you stick around, try and hit the earn-out.
0:09:37 Maybe you also are just very transparent with them
0:09:39 saying I’m probably gonna move on
0:09:41 at the end of this year or the end of next year
0:09:44 and see if you can’t get them what they need.
0:09:45 But also a good manager is supposed to be able
0:09:46 to replace themselves.
0:09:49 And the fact that you have become indispensable
0:09:51 means it’s not a well-run firm.
0:09:53 And quite frankly, you have not managed it
0:09:54 as well as you should have.
0:09:57 In Germany, they force every senior manager
0:09:58 to take at least four weeks off in a row
0:09:59 because they don’t want firms
0:10:02 that are too dependent upon an individual.
0:10:05 So I would say, okay, let’s say at the end of the year
0:10:07 they get their earn-out based on targets.
0:10:09 This year’s almost up.
0:10:12 Maybe go another 15 months, make it clear to everybody
0:10:15 that this year and next year, you’ll probably move on.
0:10:17 Try and set the division up for success
0:10:19 by replacing yourself or mentoring
0:10:23 or advancing other people who can help you.
0:10:26 But boss, life’s going fast
0:10:28 and you have an obligation to yourself and your family.
0:10:30 Yeah, be a good guy, but don’t be a martyr.
0:10:33 And it sounds like they’ve already made some good money.
0:10:36 And yeah, enjoy yourself, move on to the next thing.
0:10:38 When my firm was acquired by Gardner,
0:10:39 we had a three year earn-out.
0:10:43 I lasted nine months, nine months.
0:10:45 I just, the culture was just not,
0:10:47 it was just oil and water.
0:10:48 And they weren’t bad people.
0:10:53 And it’s a very successful firm.
0:10:56 It just wasn’t, I did not know how to operate
0:10:57 in a big company.
0:10:58 I didn’t like it.
0:10:59 It felt like I was losing time
0:11:02 to go do something else that I enjoyed.
0:11:04 And so I wanted out.
0:11:06 Everyone else stayed the full three years
0:11:08 because there was a lot of money.
0:11:11 I had made a lot, a lot of money on closing
0:11:14 and wasn’t as tied to the company financially
0:11:15 as some of these other folks.
0:11:18 But it sounds like you wanna move on, be good to your team,
0:11:22 figure out a way to get them some additional compensation,
0:11:24 be transparent, you’re thinking about your next thing
0:11:27 and figure out a way such that you leave
0:11:29 the operating group strong, such that everyone
0:11:31 and the company to pay a lot of money for you
0:11:33 feels like they’re getting a return on their investment
0:11:35 and employees get to make their money.
0:11:36 But boss, don’t be a martyr.
0:11:38 It’s your life.
0:11:40 We have one quick break before our final question.
0:11:41 Stay with us.
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0:14:00 – Welcome back, question number three.
0:14:03 – Hey, Prof. G, this is Scott from Central Washington.
0:14:05 I’m a big fan and I’ve been following your talks
0:14:08 about the evolution of masculinity and the modern man
0:14:10 and much of it resonates with me.
0:14:13 I’m a 41-year-old former Greenbury officer
0:14:15 who transitioned into wealth management
0:14:18 as a financial planner about a decade ago.
0:14:20 Now, I’m a husband to a physician
0:14:21 and father to two daughters,
0:14:23 which led to another transition
0:14:26 as a primary caregiver and homemaker.
0:14:27 I’ve recently earned my MBA
0:14:30 and while my drive to learn and grow is still strong,
0:14:31 I’m wrestling with how to continue
0:14:33 contributing financially.
0:14:36 The traditional employee route isn’t a fit right now
0:14:38 due to my commitment to supporting my partner
0:14:41 and being fully present for my daughters.
0:14:44 What advice would you give to someone in my position?
0:14:46 – Ambitious but navigating a different path
0:14:48 to contribution and fulfillment,
0:14:49 especially in the context
0:14:51 of how you talk about the modern man.
0:14:54 Thanks, I look forward to hearing your answer.
0:14:57 – First off, it sounds passable,
0:14:59 thank you for your service and Jesus Christ,
0:15:00 what an impressive person you are.
0:15:05 The Green Berets, less than 1% of the army
0:15:07 wears a Green Beret.
0:15:10 Boss, I think a lot of us,
0:15:14 a lot of men kind of at this age
0:15:16 are trying to figure out a way
0:15:17 not to reinvent themselves
0:15:19 but stay economically relevant.
0:15:22 I’m not talking about the way the world should be,
0:15:25 I’m talking about the way the world is.
0:15:28 And that is men are disproportionately evaluated
0:15:31 on their economic well-being as a provider
0:15:32 and women are disproportionately
0:15:35 and unfairly evaluated based on their aesthetics.
0:15:37 I don’t have a silver bullet here
0:15:39 other than to say are there support groups
0:15:44 or are there circles of former or veterans
0:15:46 who try and help each other out
0:15:50 finding kind of that second act?
0:15:52 I also, I immediately think that
0:15:54 like when I hear of a guy of your background,
0:15:56 what I immediately want
0:15:59 and what I think you would have tremendous,
0:16:01 get tremendous gratification around
0:16:03 is I would love for you to be around young men.
0:16:07 And is there a way for you to be a high school substitute
0:16:10 teacher, to be a coach,
0:16:13 to be in some sort of recruiting for the armed services
0:16:16 but just you around young men
0:16:17 and ideally make some money
0:16:20 but I just go to social.
0:16:21 I think people who come out of the service
0:16:26 have such incredible grit and a code
0:16:28 are really honorable generally speaking
0:16:31 and in great shape and have a fidelity to the flag
0:16:33 which I think we need more of amongst young people.
0:16:34 So just selfishly, I think, wow,
0:16:35 wouldn’t it be great to get an individual
0:16:39 like this involved or around young men?
0:16:42 If you’re at home, you’re gonna need some sort of remote work.
0:16:44 I don’t know what your technical skills are
0:16:46 but what I would say is put together
0:16:48 what I call a kitchen cabinet, find some people,
0:16:50 be very transparent, looking for some advice.
0:16:52 I’m trying to figure out my next thing.
0:16:53 Is it okay if I call you or take care of for coffee
0:16:55 every once in a while?
0:16:57 Every morning I’m gonna send out two or three
0:16:59 cold or blind emails or calls
0:17:02 to other people who have served or people.
0:17:03 People wanna help you.
0:17:06 People realize the commitment and sacrifice
0:17:07 that you made for our country.
0:17:09 So they’re generally inclined to take your call.
0:17:12 If it’s not a great job, at some point,
0:17:15 just try some shit and see where it goes, right?
0:17:16 The way to make a decent amount of money
0:17:19 is by starting just to make money
0:17:20 and if you’re good, they’re gonna see it
0:17:21 and they’re gonna wanna hold on to you.
0:17:23 Also, this sounds kind of weird
0:17:25 but try and identify some small businesses
0:17:27 in your area and call them and say,
0:17:28 I know how to lead, I’m together,
0:17:30 I’m obviously very disciplined,
0:17:33 I need some flexibility, is there a role for me?
0:17:35 Again, thank you for your service.
0:17:37 That’s all for this episode.
0:17:39 If you’d like to submit a question,
0:17:40 please email a voice recording
0:17:42 to officehours@propertymedia.com.
0:17:45 Again, that’s officehours@propertymedia.com.
0:17:56 This episode was produced by Jennifer Sanchez
0:17:58 and Caroline Shagren and Drew Burroughs
0:18:00 as our technical director.
0:18:01 Thank you for listening to the Prof. G Pod
0:18:03 from the Vox Media Podcast Network.
0:18:05 We will catch you on Saturday for No Mercy, No Malice
0:18:06 as read by George Hahn.
0:18:09 And please follow our Prof. G. Marcus Pod
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Scott shares his thoughts on the age makeup and responsibilities of corporate boards. He then gives advice to a listener who has become indispensable at work and is debating whether to stay on for the benefit of his team. He wraps up by discussing how men are disproportionately evaluated on their economic well-being as a provider and gives advice to a listener who is in search of his “second act.”

Music: https://www.davidcuttermusic.com / @dcuttermusic

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