Joele Frank, the founder and managing partner of her eponymous firm, Joele Frank, is one of the most respected names in strategic communications, having advised companies and boards through some of the most high-profile corporate crises, mergers, and proxy fights of the past three decades. Anne Chapman, managing director at Joele Frank, brings deep expertise in corporate governance and investor engagement, with a focus on advising boards and management teams on complex shareholder matters.
(0:00) Intro to this episode
(1:34) About the podcast sponsor: The American College of Governance Counsel.
(2:21) Start of interview
(3:19) Joele Frank's origin story
(5:02) Anne Chapman's origin story
(8:41) The history and focus of the firm Joelle Frank (now has ~250 people, with offices in NYC and SF).
(12:46) Shareholder activism in today's market
(15:52) The Exxon Mobil activism case [see E28 with Aiesha Mastagni from CalSTRS, starting at 23:27]
(18:17) Say-on-Pay and Executive Compensation Dynamics "compensation is a real emotional topic"
(21:27) On mega grants.
(23:17) The evolution of M&A in shareholder activism
(25:44) Geopolitical Tensions in the Boardroom. Examples: US Steel (Golden share by US), MP Materials (10% equity stake).
(28:38) Evolution of ESG/DEI, including boardroom diversity.
(33:00) AI, PBCs, and Governance Challenges. Is it a bubble? Concern about ethical AI.
(38:35) Case Study: Norfolk's Proxy Fight. Digital component to increase retail component of the vote.
(44:14) How activists are proposing more qualified directors to boards (focus on individual directors post universal proxy rules).
(48:50) The Changing Landscape of Board Composition
(49:55) The Importance of Board Evaluations
(51:45) On the "stay private or go public" debate
Joele Frank is the founder and Managing Partner of Joele Frank. Anne Chapman is a Managing Director at Joele Frank.