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 many businesses, and how effective boards and management teams maintain constructive, "nose in, hands out" dynamics.

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What makes a board leadership structure effective in practice?

In this episode, Doug Chia speaks with Beth Sasfy 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 discuss AI governance, nature and biodiversity risk, climate-related physical and transition risks, carbon markets, regulatory harmonization, and why companies increasingly need to tell one consistent story across stakeholders.

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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 provided the essential tools needed to build agile, resilient, and future-ready boards.

Looking ahead, The Public Company Series Podcast is already preparing for an exciting second season featuring a brand-new lineup of the most influential voices in corporate governance.

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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 intentional board composition in uncertain times.

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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.

What You’ll Learn

• Why the "Summary Compensation Table" is an insufficient metric for evaluating the true alignment between executive pay and company performance.
• The distinction between "Realizable Pay" and "Compensation Actually Paid (CAP),".
• How to navigate the shifting landscape of proxy advisory influence as major institutional investors move toward in-house AI tools and customized voting policies to evaluate "say on pay".
• Strategies for identifying and correcting common causes of pay misalignment.
• The reasons why institutional investors continue to prefer Performance Share Units (PSUs) as a tool for holding management accountable for long-term strategic goals.

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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 fresh perspectives into the boardroom. The discussion also dives into how to evaluate candidates for curiosity, adaptability, and systems thinking, while maintaining the rigor required for effective governance. The result is a framework for constructing boards that are not only diverse in composition, but also more agile, thoughtful, and aligned with long-term strategy.

What You’ll Learn

• Why modern boards must look beyond the traditional C-suite to find directors who offer specialized expertise and diverse perspectives.
• How to identify and recruit leaders who understand emerging technologies as an integral part of the business landscape.
• Why the most effective board members balance deep functional expertise with a broad, holistic understanding of business strategy.
• Strategies for vetting candidates who possess the humility and curiosity required to transition from an operator to an oversight role.
• How companies can use "board buddies" and targeted coaching to accelerate the effectiveness of non-traditional board members.

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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 at how strong board cultures are built, and what happens when they’re not.

What you'll learn:

• How to navigate the leadership transition from a command-and-control CEO mindset to a "first among equals" board chair style that prioritizes leading peers through shared ownership rather than mandate
• Practical techniques for "energy management" and intentional agenda setting to create a focused "container" for high-stakes decision-making, including the use of pre-meeting one-on-ones to ground every director
• How to apply the "constellation" framework to diagnose dysfunctional board patterns to improve collective performance without making individual directors defensive
• Strategies for moving beyond "press release" diversity to foster true inclusivity by intentionally integrating "only" or "unique" voices into deliberations so their specialized expertise is fully leveraged
• Why deep, confidential referencing is essential for board recruitment to identify how a candidate "shows up in the room" and avoid the "ball watching" dynamic where a board becomes passive spectators to a dominant duo

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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, and practical challenges that emerge during an IPO. From fiduciary considerations to information access and trading restrictions, this episode offers a detailed look at how a seemingly simple role can carry complex implications for governance.

What you'll learn:

• How to leverage the "creature of contract" nature of board observers to secure strategic investor expertise and information flow without the statutory "overhang" of voting rights or fiduciary duties
• Practical ways to insulate observers from liability by maintaining a strict boundary between active deliberation and the high-risk "shadow director" territory that could trigger unexpected fiduciary obligations
• Why building "muscle memory" through early-stage audit committees is essential for establishing the professional cadence and oversight required for public company status
• How to navigate the "emotional and political" board transition of an IPO by managing the delicate roll-off of early-stage venture capital or family directors to make room for a majority-independent, expert-led board

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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, reporting structures, independence, fraud risk, and the evolving expectations of the profession, including insights from Vision 2035. They ultimately make the case for elevating internal audit as a key contributor to effective governance and long-term value creation.

What you'll learn:

• How to move beyond the "police watchdog" perception by adopting a strategic advisory role that aligns internal audit plans with the organization’s long-term strategic goals.
• The critical importance of organizational positioning, ensuring the function reports functionally to the board or audit committee to maintain the independence required for objective oversight.
• Practical ways to oversee the rapid implementation of artificial intelligence by establishing governance frameworks that mitigate the risks of "phantom AI" and ensure technology is deployed in a systemic, structured manner.
• The six essential criteria for an effective internal audit function, including following global standards, maintaining certified staff, and undergoing external quality assessments every five years.
• Why the scope of internal audit is expanding to include global business resilience and sustainability assurance to meet the evolving expectations of diverse stakeholders.

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