Boardroom Governance with Evan Epstein

Nora Denzel: On the Future of the American Board.

Episode Summary

Welcome to the Boardroom Governance Podcast. I’m your host, Evan Epstein. In this episode, I talk with Nora Denzel, a Silicon Valley technology executive. Before transitioning to full time board work, she was the interim CEO of Redbox (Outerwall) and held several C-Suite positions in prominent technology companies such as IBM, HP and Intuit. Nora has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C. In this podcast, we talk about her experience serving on public, private, advisory and non-profits boards and the distinctions in each category, including international boards. We also talk about NACD’s new report on The Future of the American Boardroom, where she served as one of the Commissioners. In addition, we address the current economy, dual-class share structures, ESG, board diversity, among other governance topics. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website and please feel free to subscribe to the Boardroom Governance Newsletter at

Episode Notes

0:00 -- Intro.

1:38 -- Start of interview.

2:06 -- Nora's "origin story"

4:33 -- How she got started on her board journey. 

6:25 --  The distinctions between serving on advisory boards and private venture-backed company boards.

11:27 --  On serving on non-profit company boards. Nora has served on the boards of NACD, YWCA of Silicon Valley and the Anita Borg Institute.

13:50 -- On serving on private equity (PE) backed company boards. *Prof Ron Gilson's article on Boards 3.0.

16:34 -- On serving on public company boards. The evolution of shareholder primacy vs stakeholder capitalism.

18:05 -- Distinctions between serving on U.S. boards vs international boards. "The 'what' is very similar or the same, however the biggest distinction is the 'how'." "When I started on my first board in Europe 10 years ago there was a strong focus on 'double materiality' (a more stakeholder driven approach) which was not discussed on US boards." Nora currently serves on boards of Ericson and SUSE Linux. Thoughts on employees serving on boards.

23:17 -- The new NACD report "The Future of the American Board" (released on Sept 27, 2022). Nora served as one of the Commissioners for this report. "This initiative was created to reassess and, where needed, redefine the effectiveness of the board in response to the seismic societal, economic, technology and climate changes affecting business. "NACD established a diverse, influential group of directors and notable governance practitioners drawn from the investor, regulatory and academic communities to issue guiding principles that will help boards achieve high performance in a much more turbulent future."

26:21 -- Why all the principles flow from Principle #1: Corporate Purpose. "Shareholders are value based, not values based." "The noise is in the media."

34:02  -- Thoughts on founder-control and dual-class share structures in tech companies. "It serves a purpose at a certain time, but once you meet a threshold is it really that important? It's not one-size-fits-all. Maybe it's milestone-based or time-based sunsets." *CII's "reasonable 7-year sunset provision" position.

38:53  -- On the rise of ESG and more recent "anti-ESG" movement.  "The investors are doing what's right in the long term, and I think it will prevail in the long term." 

41:51  -- On the growing influence of large institutional investors in corporate governance. "Communication [both during and outside the proxy season] is the key, these investors (and the companies) are rational."

44:05 -- On the evolution of boardroom diversity. "Europe took the lead with quotas, and their representation of women on boards was surpassing the U.S." "This year about 500 board positions opened up and ~50% went to diverse (gender and minorities) candidates." "Boards are valuing heterogeneous composition."

46:29 -- The books she recommends: 

  1. Factfulness, by Hans Rosling, Anna Rosling Rönnlund and Ola Rosling (2018)
  2. Talent, Strategy, Risk, by Dennis C Carey, Bill McNabb and Ram Charan (2021)
  3. NACD's "The Future of the American Board" (2022)

47:25 -- Who were your mentors, and what did you learn from them? 

  1. Lynn M. Yates, her first mentor at IBM.

48:19 -- Are there any quotes you think of often or live your life by? 

"Everyone dies, but not everyone Lives" (you want to Live with a capital L)

50:23 --  An unusual habit or an absurd thing that you love: "I'm extraordinarily talented at finding things that I'm not extraordinarily talented at." 

52:55 --  The person(s) she most admires: after pandemic, the front line workers.

Nora Denzel is a Silicon Valley technology executive who has served on eight public company boards and is currently an independent director of AMD, Ericsson, SUSE Linux and NortonLifeLock. She also serves on the board of the National Association of Corporate Directors (NACD) in Washington, D.C.


 You can follow Evan on social media at:

Twitter: @evanepstein




Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License