97. The Modern Boardroom Playbook with Jonathan Foster

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.