In this episode of On Boards, Jonathan Foster joins hosts Joe Ayoub and Raza Shaikh to discuss what makes a board effective in today's evolving governance landscape. Jonathan is the founder and managing partner of Current Capitals Partners.

Drawing from his experience serving on more than 50 boards, Jonathan's book, On Board: The Modern Playbook for Corporate Governance, shares lessons on board evaluations, activist thinking, shareholder accountability, and why the best directors listen first.

The conversation also explores how boards should approach CEO activism, director offboarding, and the growing influence of AI. Foster argues that directors must actively educate themselves on emerging technologies while maintaining focus on thoughtful decision-making and long-term value creation.

Key takeaways

• Effective directors prioritize listening

• • Strong directors listen before speaking in order to understand the dynamics of the boardroom.

  • Asking thoughtful questions is more effective than dominating a discussion

  • Credibility is built through observation, preparation, and collaboration – but saying what you think.

• Governance history shapes modern board responsibilities

• • Landmark governance cases provide the foundation for today's fiduciary standards

  • Understanding the origins of duty of care and duty of loyalty helps directors make better decisions

  • Governance principles become more meaningful when directors understand the stories behind them

• Honest evaluations are critical to strong boards

• • Boards should directly address underperformance rather than avoid difficult conversations

  • Annual evaluations are more valuable than arbitrary term limits

  • If a director is not improving, there should be a respectful and honest process to offboard them

• Boards should proactively think like activists

• • Directors should regularly evaluate the company from an outside shareholder perspective

  • Boards can identify strategic weaknesses earlier by considering activist viewpoints internally

  • Jonathan emphasizes balancing short-term pressure with long-term shareholder value creation

• AI oversight begins with education

• • Directors must actively learn about AI before they can effectively oversee it

  • AI should support board preparation, not replace board judgment and be used in discussions

  • Boards should focus on AI strategy, ethics, governance, and implementation questions

Quotes

" If you think you're the smartest person in the room, you're probably wrong. But even if you are, every director has just one vote, so you need to develop a consensus to get things done.

" My objective is to not say anything for the first two meetings. I'm just listening; you learn a lot and gain credibility by just listening first."

" I try to make every decision I make as a director, as if my family had 100% of its money in that one company's stock."

" I don't want AI in the boardroom — yet. A boardroom is a place to consider and have conversations and make decisions, not be overwhelmed by data."

Links

On Board: The Modern Playbook for Corporate Governance

jonathanffoster.com

Guest Bio

Jonathan F. Foster is the founder and a managing director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm. Jon spent a decade at Lazard, primarily focused on mergers and acquisitions advisory work, ultimately as a managing director.

He has been on more than 50 boards, including Fortune 500 companies, private companies and companies involved in restructurings. Foster has served as chair, lead director and on the three major board committees as well as special, transaction and CEO succession committees. He has been chair of two Fortune 500 Audit committees. He has also been an expert witness in corporate litigation for some 60 cases.

With decades of experience, Foster has written, spoken and been quoted frequently about governance and finance topics and has guest lectured at various universities. Jon lives in New York City with his wife and goldendoodle; he has two adult children.

In this episode, Joe Ayoub and Raza Shaikh welcome Mark Hamill, CEO of The Naked Headhunter and co-founder of the Virtual Advisory Board (VAB).

Mark shares the origin story of VAB from its start during the COVID-19 pandemic and how it scaled into a global network of over 1,300 members spanning 4,000 boards. The conversation dives into the power of peer-to-peer networks, the mechanics of building effective boards, and the tangible ROI that strong boards can deliver.

They also unpack the realities of board recruitment, what it takes to land a first board seat, and why clarity of expertise and network strength are more important than ever. Mark offers a grounded perspective on the future of board service, emphasizing experience, diversity of thought, and the growing demand for board members who have "walked the walk."

Key takeaways

• Boards deliver outsized ROI when done right

• • Board investment is relatively small compared to impact

  • Experienced board members accelerate growth, decision making and access

  • A small, structured board can shift a company's trajectory by turning big picture ambitions into executable strategy

• Your first board seat is almost always the hardest to secure

• • Most board roles come through networks, not formal channels

  • Once you secure your first board seat, credibility compounds quickly and future opportunities will tend to follow

  • Mark highlights the importance of understanding yourself and your unique leadership experiences before connecting with networks

• Community and peer learning drive board success

• • The Virtual Advisory Board thrives on member led engagement and shared experiences

  • The group creates a trustworthy environment for honest conversions where leaders can discuss difficult and high pressure decisions

  • Members bring live challenges and get immediate input from peers who've faced similar situations

• Board composition is about complementary experience

• • Strong boards blend industry expertise, scaling experience, and global perspective

  • Diversity of experience leads to better outcomes

  • The most effective boards are intentionally built around the company's specific stage and challenges, rather than prestige or status

Quotes:

"The strength of your network really becomes 80% of the reason how your next role will be sourced."

"We're (VAB) not going to tell you what to do, but we can certainly share experiences of how other people have dealt with it."

" Where you are in your board journey, there'll be different tracks internally that you can kind of take depending on where you are in your voyage."

Links

The Naked Headhunter

Virtual Advisory Board

Bio

Mark is the CEO and founder of Naked Headhunter and has been involved in executive search since 1999. During his career he has placed over 500 executives and he works across all practice groups. Mark began his career at Heineken; serving the company in a variety of commercial roles both in Ireland and in Central Europe. In 1999, he himself was "headhunted" for a job in the executive search sector and has never looked back.