Five years have gone by since I filed the paperwork to form a New Jersey limited liability company called Soundboard Governance. Even though starting this venture was something I had wanted to do for a while, I didn’t have concrete ideas for what I was going to do with it. I had some notes jotted down, but I didn’t have an actual “business plan” or “book of business.” I’m not sure I had any real objectives—certainly not the kind I could explain to someone and see from their body language that they got it… because there was nothing to get.
No Plan
The journey to arrive at that point was meandering and unplanned, as it is with many careers, and it had a lot to do with luck (most of it good), personal growth, the unknown unknowns, and other factors beyond my control.
I left Johnson & Johnson at the beginning of 2016 in a rather unsatisfying way. During my last few years there, work and life had gotten out of balance on a number of fronts. That led to my often feeling more negative than positive energy on my way to and from the office. Some (much?) of this was of my own making. It reached a breaking point.
I went to The Conference Board for a change of pace and scenery, which was ideal at the time since I was able to work in the same field, on the same subject matter, with many of the same people (a lot of you), and in a capacity that matched my strengths. But gradually the job involved less of what drew me to TCB and required more time in areas that I knew were my weaknesses. Eventually I realized that I was not the right person for what TCB needed going forward, and trying to tough it out when I knew I wasn’t the right fit would conflict with the order of priorities I vowed to stick to when I left J&J. And so I delivered my resignation letter and promised to stay on until I identified, hired, and onboarded my successor, all of which I did. I had no doubt that he (Paul Washington, now President & CEO of the Society for Corporate Governance) was the ideal candidate and would be an upgrade for the organization. It turned out to be the best thing I did for TCB and myself during my three years there.
I spent the summer of 2019 designing a logo, printing up business cards, creating a website, opening social media accounts (which would be my only marketing channels), and doing the other fun stuff of creating a new venture. “Hanging my own shingle” had been a pipe dream of mine for a long time, and now I was finally doing it. It was exciting, but by the end of that summer, I had the daily experience of sitting in front of my screen (and mirror) asking myself what the heck I was doing. When many of you asked me the same, providing an answer gave me the feeling I had when I went to clarinet lessons in middle school without having practiced and muddled through the sheet music one note at a time, trying to fake it in front of Mr. Harwood. Sometimes, I would just flat out tell someone, “Basically, the plan is to have no plan.” While the plan to have no plan can be liberating, it can quickly lead an existential crisis when you’ve followed a plan or been part of someone else’s plan since you were born.
In 1967, The Beatles released an album titled Magical Mystery Tour. Like their previous album, Sgt. Pepper’s Lonely Hearts Club Band, Mystery Tour started out as a concept of Paul McCartney’s. Many authors and documentary filmmakers have covered the factual and cultural background of the album and the film of the same title. I’ll crudely sum up the film like this: John, Paul, George, Ringo, and a few dozen British character actors dress up as clowns and magicians and ride around the English countryside in an old tour bus while singing songs, dropping acid, and filming what happened. The problem was that nothing very magical or mysterious happened, and even the semi-scripted scenes were rubbish. (Many years later, this formula would be used to flood the vast wasteland with what we now call “reality TV” shows… with similar results.)
Ringo once described the plan for the Mystery Tour film like this: “Paul had a great piece of paper – just a blank piece of white paper with a circle on it. The plan was: ‘We start here, and we've got to do something here…’ We filled it in as we went along.” My plan for Soundboard Governance was kind of… sort of… similar to what Sir Paul envisaged. Just start something using my experience and relationships in the corporate governance space and see what happens. But without bandmates. And without the assistance of mind-altering drugs or Transcendental Meditation. And with a white sheet of paper that had a rectangle instead of a circle on it. That’s the way I wanted to do it. And for a while (i.e., the rest of 2019) nothing very interesting happened. Then came the pandemic.
Virtual Annual Meeting Guy
In early 2020, I was going through what the rest of us were experiencing: following daily reports of a flu-like illness created by bats in China that was spreading exponentially through the US human population. It was like something out of a Michael Crichton best-seller. The projections on where things were headed sounded like sensationalized speculation until we started seeing the hard data from Johns Hopkins and elsewhere with predictive models on how things would turn out for all of us under different scenarios.
As a true corporate governance geek, I thought about the COVID-19 pandemic in the context of proxy season, trying to think a few steps ahead based on the calendar I could still visualize from my corporate secretary days. If the consensus models were correct, the country would be locked down sometime in March or April. Most annual meetings take place sometime between the end of April and the beginning of June with the apex in the third week of May. Proxy materials for the late April meetings go to print in early March. A national quarantine starting sometime in March or April would blow up the 2020 annual meeting season.
The only viable solution I saw was for everyone to move to a virtual annual meeting. Up until 2020, only a tiny percentage of companies had been using virtual platforms for their shareholder meetings. Most wouldn’t even consider it. I had followed the evolution of virtual shareholder meeting platforms closely enough to know that this technology was fully developed and tested by major companies. So I started screaming from the virtual hills that companies needed to start making plans for VSMs. Holding meetings in person with plenty of masks and Purell and making people sit six seats and rows apart was not going to be an option when Drs. Fauci and Birx were talking about shutting down mass transit and access to commercial buildings. I told people to check state laws, start calling Broadridge and the other vendors to book the time, and draft the proxy disclosure to alert shareholders about a virtual-only meeting. This thing was really about to happen, so don’t delay. But I also knew that most companies would take a reactive, “wait to see what our peers do” approach and treat the VSM as the option of last resort because that's how they treat everything related to corporate governance.
I’ve made a lot of predictions that have been completely wrong. This one ended up being my hottest take ever. And so I watched all of the scrambling play out while feeling fortunate that I was no longer the person at a company responsible for making everything go off without a hitch. Then I became curious to see how these meetings would turn out and maybe talk to some of my corporate secretary friends afterwards about their meetings.
I wanted to make sure I could experience a VSM from a true shareholder perspective, so I checked my portfolio and saw that I owned shares of Wells Fargo and that their meeting was coming up soon. I found my control number, read the instructions on how to attend, and logged on when the time came (actually a few minutes late). I soon noticed things that only someone who had been involved in planning annual meetings would know to look for. I started jotting down notes. And I became curious about the interactive parts of the platform. So, I typed a question into the box and also voted, just to see how that all worked. After the meeting was over, I started to type up my notes, which turned into one of the earliest blog posts on the Soundboard Governance website. I thought it would be a one-off.
Some of you wrote to me, said you found my Wells Fargo VSM blog post interesting, and suggested I do more. I wasn’t planning to because there were other things I was more interested in writing about. Then I received an email from the corporate secretary’s office at Wells Fargo. I had noted in my blog post that I had asked a question that the company didn’t answer during the Q&A session. They said they saw my post and wanted to make sure I received an answer. (They had actually reported it at the outset of the meeting before I logged on.) I was totally surprised when I got that email. And that’s when I knew I had something.
If people wanted me to write more VSM reports, and the companies themselves might pay some attention and even find them helpful, I’d be happy to give the audience what it wanted. So, that’s what I did, each time finding a different aspect of the annual meeting to explain and weaving in some war stories. It was amazing to me how the nerdiest things (within an already nerdy subject) were what I received the most feedback on. Some of what I wrote stirred up mini controversies. Soon even regulators were reaching out to me to hear more about what I was seeing. I had never intended to be the “virtual annual meeting guy.” Now that I was becoming that guy, I didn’t know if I wanted the distinction. I thought about pivoting to other subjects. But instead, I decided to embrace it.
For me, attending VSMs became like going to sporting events where I showed up early, kept my own scorecards, tweeted, took pictures, and sometimes yelled things from the stands. I enjoyed exploring the features of the different vendors’ platforms, checking out the materials companies provided (like the rules of order) and seeing what they posted on their IR websites afterwards. Sometimes I asked provocative questions to see whether/how companies would respond. In hindsight, a few of them may have crossed the line between looking for answers and ruffling feathers. (Apologies to my colleagues at P&G.)
My Virtual Annual Meeting Guy tour went on for a few more years and led to new opportunities and “earned media” (i.e., free publicity), but I’ll move on from that story because it became less interesting as the VSMs themselves became less interesting. (Here are my last words on VSMs: The race to the bottom has ended with approximately 2,500 companies in a tie for first place. A Bronx cheer goes out to all the winners. I’m not buying season tickets for next year.)
Greatest Hits
I’m guessing my Virtual Annual Meeting Guy shtick got people curious about other things I had to say. What received the most attention seemed totally random to me. A blog post about the title “executive chairman” received almost no hits when I first posted it but much later became my most viewed post. Did some b-school prof run across it in a Google search and assign their students to read it? The LinkedIn post about my conversation with a proxy solicitation call center operator led to a quote in a front-page article in The New York Times and the lead interview on CNBC’s Squawk Box a few days later. And the piece that I started writing about officer exculpation while on a train home after teaching about that subject in my Rutgers Law School class turned into a story about a memorable moment of parenting that many of you said you enjoyed reading.
Even though the Magical Mystery Tour film was a flop for The Beatles, that period produced some of The Beatles’ most enduring works, including “All You Need Is Love,” “Strawberry Fields Forever,” and “I Am The Walrus”—arguably one of the greatest and most influential rock songs of all time (or at least The Beatles’ greatest). I’m obviously no Paul McCartney, but my plan to have no plan did produce pieces that I can point to as some of the greatest hits of a meandering and sometimes overly accelerated career.
Conan
In 2011, Conan O’Brien gave the Commencement address at Dartmouth College, my alma mater. As I watched it via streaming on the College’s website, Conan’s speech resonated with me. I rewatched it and read the text a few times immediately after and over the years since then. Here’s the part that “spoke to me” years later:
[A] little over a year ago, I experienced a profound and very public disappointment. I did not get what I wanted, and I left a system that had nurtured and helped define me for the better part of 17 years... But then something spectacular happened. Fogbound, with no compass, and adrift, I started trying things. I grew a strange, cinnamon beard. I dove into the world of social media. I started tweeting my comedy. I threw together a national tour. I played the guitar. I did stand-up, wore a skin-tight blue leather suit, recorded an album, made a documentary, and frightened my friends and family. Ultimately, I abandoned all preconceived perceptions of my career path and stature... I did a lot of silly, unconventional, spontaneous and seemingly irrational things and guess what: with the exception of the blue leather suit, it was the most satisfying and fascinating year of my professional life. To this day I still don't understand exactly what happened, but I have never had more fun, been more challenged—and this is important—had more conviction about what I was doing.
That part of the speech was the setup for Conan’s central theme about overcoming failure:
It is our failure to become our perceived ideal that ultimately defines us and makes us unique. It's not easy, but if you accept your misfortune and handle it right, your perceived failure can become a catalyst for profound re-invention… For decades, in show business, the ultimate goal of every comedian was to host The Tonight Show. It was the Holy Grail, and like many people I thought that achieving that goal would define me as successful. But that is not true. No specific job or career goal defines me, and it should not define you. In 2000 I told [Harvard] graduates to not be afraid to fail, and I still believe that. But today I tell you that whether you fear it or not, disappointment will come. The beauty is that through disappointment you can gain clarity, and with clarity comes conviction and true originality.
I Never Thought
Like Conan, “something spectacular happened” when I stepped off the path on which I had encountered both success and disappointment (sometimes with the two being intertwined), and “[f]ogbound, with no compass, and adrift,” I just “started trying things.” After I left The Conference Board, I didn’t think I’d be called by reporters from the Wall Street Journal, FT, or Fortune as my former corporate identities grew more distant. I never thought I’d be invited to be the keynote speaker at the PLI’s annual Corporate Governance Master Class. I never thought the NACD would put me on its “Directorship 100” list two years after I had left TCB—the only solo practitioner on that year’s list. I didn’t know whether Rutgers would want me to teach there for more than one semester. I knew there were blue chip companies that might benefit from my services, but I wasn’t confident about my prospects of being hired over the venerable firms that boards, CEOs, and GCs were accustomed to using. I figured they’d always be willing to pay up for the prestigious brands. I never thought I’d be asked to throw out the first pitch at Yankee Stadium… but there’s still time for that to happen.
Apologies for the shameless braggadocio, but I’m trying to show the unlikely trajectory of the first five years of being on my own. It started out with many days of self-doubt, second guessing, insecurity, and impostorism. By the end of 2019, I thought the Soundboard Governance concept album should be shelved, and I should get off the road to nowhere and go get a “real” job. But a few months later, the world turned upside down, I found my voice, and a fun ride started.
Grateful
I’d like to thank the many people who encouraged me and gave me ideas, advice, recommendations, opportunities, and words of wisdom along the way. Every bit of it helped. I’d like to thank those who provided feedback (both positive and negative) to what I was writing and saying. I see my work as punditry to provoke thought, discussion, and maybe a few laughs. I’d like to thank the people who retained me to work on your important assignments. I appreciate the trust you have shown in me and take that very seriously. I’d like to thank Professors Doug Eakeley and Arthur Laby at the Rutgers Center for Corporate Law and Governance for having me be a part of the Center’s work. Teaching at RLS has been a rewarding experience and an important anchor for me over the past five years. I’d also like to thank Greg Taxin for granting me permission to use the word “soundboard” in my company’s name when he first used it for one of his past governance consulting ventures, Soundboard Review Services, LLC.
And I guess I should give special thanks to Elon Musk, Larry Fink, Nelson Peltz, Gary Gensler, the Delaware bench, and the many other creators of good, bad, and ugly developments in what I like to call Corporate Governance Land. Without doing what they are doing, which we all hope they sincerely believe is in the best interest of humankind, I would have had nothing to critique, except national politics, Yankees base-running, the cost of youth hockey equipment, and New Jerseyans who appear to drive cars that come without turn signals.
A few years ago, I was inside the cabin at the summit of a ski mountain in Utah to warm up over a hot bowl of turkey chili. A very tall guy walked inside and took off his ski helmet. He didn’t have a cinnamon beard, but he was instantly recognizable. I walked over to shake his hand and tell him how the commencement speech he gave at my college had inspired me over the years and helped me put things in perspective during a critical time in my life. I wanted to buy him a bowl of chili, but he was clearly freezing his ass off, hoping to avoid selfie seekers, and looking to find an empty seat in front of an open flame. So, I thanked him, he thanked me, and I walked back to my bowl of chili grateful to have that serendipitous moment to hold onto.
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