"Inflection Points and Bridges to the Future: Career Lessons from Corporate Governance's Defining Moments"

I have known Jim Brashear, currently the principal securities law counsel to McKesson Corporation, for many years through our work as members of the Society for Corporation Governance (known as the Society for Corporate Secretaries & Governance Professionals when he and I served on the board together). Jim was this year's recipient of the Bracebridge H. Young Distinguished Service Award, which was created in 1998 to "recognize persons who have rendered unusual or exceptional service, or service consistently rendered over a period of years, that directly furthers the Society's goals in a significant manner." It is the Society's highest honor.

Jim's acceptance speech had a profound message about past inflection points in corporate governance and what he sees as "our" inflection point. I asked Jim if I could publish the full text of his speech, and he kindly agreed.

Bracebridge H. Young Award Acceptance Speech

James F. Brashear

July 11, 2025

The Society for Corporate Governance

2025 National Conference

Colorado Springs, Colorado

Thank you, Stacy, Paul and the Board of Directors, for this extraordinary honor. Receiving the Bracebridge H. Young Distinguished Service Award is deeply humbling, especially knowing the remarkable individuals who have received this recognition before me.

This award represents something much larger than any individual’s contribution—it represents the Society for Corporate Governance's unwavering commitment to guiding our profession through periods of change. For decades, the Society has served as our compass during times of transformation, helping governance professionals navigate new challenges, adapt to evolving expectations, and emerge as stronger leaders. That mission has never been more important than it is today.

Now, I know what some of us might be thinking: "Great, another award recipient about to impart wisdom." But rather than dispensing advice from on high, I want to share something I've observed about every successful governance career I've witnessed: the ability to recognize and navigate inflection points.

An inflection point is that critical moment when the trajectory of an industry fundamentally changes—when old assumptions no longer hold, when new rules emerge, and when new leaders are born. It's the moment when those who adapt thrive, and those who resist get left behind.

Every generation of governance professionals has faced their defining inflection point. The professionals who built their careers in the nineteen nineties had theirs. Those who rose to prominence in the 2000s had theirs. And now, as I look out at this audience—all of us as today's governance professionals—I want us to understand something crucial: this is our inflection point.

Let me take us back to the early nineteen nineties—and I feel appropriately ancient realizing that some of us weren't even born yet—when the first major inflection point of modern governance was taking shape: the Shareholder Rights Movement.

Before this period, corporate boards operated largely in isolation. Then everything changed. CalPERS began targeting underperforming companies. Institutional Shareholder Services emerged as a powerful voice. Suddenly, boards had to engage with empowered shareholders who demanded transparency and accountability.

The governance professionals who thrived became bridge-builders—those who could help companies navigate stakeholder engagement and translate between corporate leadership and increasingly sophisticated investors. They created the shareholder engagement seasons we now take for granted.

Then came 2002 and Sarbanes-Oxley. The Enron and WorldCom scandals shattered public trust. Overnight, compliance and internal controls moved from back-office functions to boardroom imperatives.

Again, careers were made by bridge-builders who could translate complex regulatory requirements into digestible action items for companies and boards.

The 2008 Financial Crisis brought our third inflection point. This crisis revealed how interconnected risks could topple entire institutions. The professionals who seized this moment served as bridges between financial complexity and board comprehension, helping organizations build resilience.

Most recently, we've witnessed the ESG and Stakeholder Capitalism inflection point. The governance professionals who have thrived serve as bridges between multiple stakeholder worlds, helping organizations balance multiple constituencies while maintaining fiduciary duties.

Notice the pattern across all these inflection points: Success came to those who combined traditional governance wisdom with new competencies demanded by changing times. They didn't abandon governance fundamentals—they applied them to new challenges while serving as bridges between the old and the new.

Which brings us to today—to our inflection point: the Digital Revolution in Corporate Governance.

Right now, artificial intelligence is transforming how boards make decisions. Machine learning algorithms can predict risks that human analysis might miss. Companies are using AI to draft their MD&A sections, while analysts deploy AI to parse investor communications. Major audit firms are integrating AI into their public company audits.

Simultaneously, digital tools are revolutionizing governance processes themselves. Virtual meetings are expanding access. Blockchain technology offers the potential to solve fundamental problems in proxy plumbing—eliminating over-voting through transparent, verifiable vote tallies and enabling corporations to communicate directly with beneficial shareholders while protecting their identities. Digital analytics are giving directors real-time dashboards that transform oversight.

Here's what makes this inflection point unique: technology isn't just changing one aspect of governance—it's transforming everything simultaneously. The tools we use, the decisions we make, the risks we oversee—all are being reshaped by digital transformation.

And unlike previous inflection points that emerged from crisis, this one emerges from opportunity. We have the chance to shape it rather than simply respond to it.

Consider what's already happening: boards are using AI to analyze employee sentiment and predict talent risks. Directors are leveraging predictive analytics to identify emerging market threats. But with this power comes new responsibilities—overseeing algorithmic decision-making, ensuring AI systems are free from bias, governing data privacy and cybersecurity as fundamental business risks.

This is our moment. Just as previous generations built careers by mastering stakeholder engagement, compliance frameworks, risk management, and ESG integration, we will build careers by mastering the intersection of governance and technology.

So how do we seize this moment? Let me offer five pieces of career guidance:

First, build hybrid competencies. Master both governance fundamentals and digital fluency. We don't need to become data scientists, but we do need to understand how AI enhances board effectiveness and what new risks it creates.

Second, become bridges between traditional governance and digital innovation. Help boards understand not just what technology can do, but how it should be governed.

Third, embrace continuous learning. This transformation will require ongoing adaptation—make it your competitive advantage.

Fourth, lead the integration. Don't just adopt new tools—help define how they should be used ethically. Build relationships through the Society to forge consensus on emerging issues.

Finally, think systems. Understand how AI in risk management connects to digital stakeholder engagement, how blockchain voting relates to cybersecurity governance.

The pace of change can feel overwhelming, but remember: every previous generation felt similarly challenged. What separated leaders from followers was their willingness to engage with uncertainty.

The governance leaders we most admire today built their careers by recognizing and navigating inflection points just like this one. They saw change coming and positioned themselves to lead it rather than follow it.

This inflection point—our inflection point—offers the same opportunity. The question isn't whether digital transformation will reshape corporate governance. It's already happening. The question is how Society members like us will help lead that transformation.

The future of our profession is being written right now, in boardrooms where AI is informing critical decisions, in virtual meetings that are redefining director engagement, in new frameworks for governing algorithmic systems.

We won't just inherit the future of corporate governance—we'll create it.

Thank you, fellow Society members, for this incredible honor, and thank you for the privilege of sharing this moment with the leaders who will define our profession's next chapter.