The State of Corporate Governance, Do I Prioritize Myself or My Team at Work? And How Men Can Find Their “Second Act”

Scott shares his thoughts on the age makeup and responsibilities of corporate boards. He then gives advice to a listener who has become indispensable at work and is debating whether to stay on for the benefit of his team. He wraps up by discussing how men are disproportionately evaluated on their economic well-being as a provider and gives advice to a listener who is in search of his “second act.” Music: https://www.davidcuttermusic.com / @dcuttermusic Subscribe to No Mercy / No Malice Buy "The Algebra of Wealth," out now. Follow the podcast across socials @profgpod: Instagram Threads X Reddit Learn more about your ad choices. Visit podcastchoices.com/adchoices

Speaker names marked ? are inferred from speaking time and the show’s known hosts — they are not voice-verified.

• 0:01Scott Galloway?

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• 0:48Speaker 01

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• 1:19Speaker 02

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• 1:48Scott Galloway?

  Welcome to the Prof G Pod's Office Hours. This is the part of the show where we answer your questions about business, tech, entrepreneurship, and whatever else is on your mind. If you'd like to submit a question, please email a voice recording to [email protected]. Again, that's [email protected]. I have not heard or seen these questions. With that, question number one.

• 2:09Speaker 03

  Hi Scott and Ed. I would love to hear some of your thoughts on the state of corporate governance. Scott, you talk a lot about your experiences on corporate boards for both public and private companies. I'm currently on the board of directors for a smaller private company, so I've been trying to level up my abilities by learning more about best practices in this area. Naturally, I've been looking towards publicly traded companies and their governance structures. But in doing some research, it appears that, much like you've pointed out in our political system, the average age of corporate directors keeps increasing. On top of that, the same people responsible for leading audit and compensation committees are now being asked to understand the strategic impact of cyber threats, AI, and climate change.

• 2:51Speaker 03

  So Scott, how do you evaluate board makeup, both from an age and skill set view? And what do you look for in companies that you think are poised to lead them into the future? Thanks.

• 3:03Scott Galloway?

  That's a thoughtful question. So let's break down the numbers. According to data from the Conference Board, the number of directors aged 66 to 70 in S and P 500 companies has seen the biggest growth over the past four years. Oh, what do you know? It's more old people. There you go. Directors in their 40s and late 50s, however, have declined over the same time period. Jesus Christ, technology's taken over, folks. And let me be ageist again. Young people get technology. They're just more, their brain can rap their shit. I don't fucking understand this stuff. People think I have an amazing social footprint. You know why? Because I hire young people to get this shit. I kind of have decent instincts around business, but we absolutely need more churn. All these CEOs, it's across, boards of directors are a cross between the land of the dead and golden girls.

• 3:48Scott Galloway?

  It's just like enough already. Millennials, those under 40, make up the smallest portion of board members, representing just 0.3% in 2023. I do think you should probably have one person in their 40s, maybe in their 30s on every board, especially if your company... Is being affected by technology, which is, let me think, every company. First off, what is a board there to do? At the end of the day, a board really only has two jobs. And that is if and when to sell the company and to hire and fire the CEO. To make sure, if you have the right guy or gal in the CEO spot, it's easy to be a good board. And then the chair of the audit committee has to be the adult in the room to make sure we're not going to get sued or there isn't fraud taking place, that what the CEO is actually saying is correct. Whenever I'm on a board, I typically call the CFO after the board meeting because I

• 4:32Scott Galloway?

  find that the source of truth and don't use adjectives and embellishments. Boards, for the most part, corporate governance usually do a good job. Who makes up boards? What I call FIPS. That is formerly important people who no longer are working full time, but like the idea of staying involved in a company and bestowing their wisdom on a company and making a quarter of a million dollars a year to show up and get free dinner four times, read the board book and, and most importantly, get along with the CEO. And this is the problem with corporate boards, is that they get weaponized by the CEO. Their job is to represent shareholders and all stakeholders. Now, one of those stakeholders is management, but also stakeholders are shareholders, the

• 5:13Scott Galloway?

  employees that you don't see in the boardroom, the community, the government, children that you might be, I don't know, selling an addictive product into. And the CEOs of these companies are always one thing. They're always ridiculously fucking charming. They're the former Rush chairman of their sorority or their fraternity. They're very likeable. The first thing they do is invite you out to dinner when you're on the board, maybe play golf. There's actually a lot less golf than there used to be. But they know you're in charge of their compensation and they manage you. I hate being on boards where I feel like I'm being managed. And so you get a lot of this. And that is you find that you, a lot of stuff that's happening in the company is just kind of being filtered all through one lens. There's a couple tells for a CEO, a good or a bad CEO.

• 5:56Scott Galloway?

  Good CEOs don't speak that much during the board meeting. They bring in other people and they want to highlight other management. And they let the CFO speak and they listen and they answer questions. Now, how I've evolved as a director, one of my first board of directors when I was... I was 34, my first public board of directors when I was 38. I've been on seven public company boards, about a dozen private company boards. I used to think that my job was to heckle from the cheap seats and try and play stump the CEO. No, you're not. You're just being an asshole. You're there to be supportive of the CEO, offer advice, and a good director just listens for the first couple of board meetings. And what you want is a pull. You want them to reach out to you for advice.

• 6:39Scott Galloway?

  You want to be a resource around your area of expertise for other management. In addition, you're there to represent shareholders in the community and you need to read the board book thoroughly, ask good questions. I used to send the board book to a colleague who is a professor of accounting and saying, what am I missing here? This is so fucking complicated. What stands out to you? What should I be inquiring about or asking? But being a good director, good corporate governance, I think, is really, really interesting. And managing the board, having a diverse set of viewpoints, someone who represents looks, smells, and feels. I mean, Nike was all white dudes for a long time, despite the fact that 2/3 of their customers and 80% of their athletes are non-white.

• 7:21Scott Galloway?

  They figured it out, and now they have a much more diverse board that represents their stakeholders. That's what you need to do, and you need to have deep domain expertise, especially on the boring shit, accounting, operations, because there needs to be people in the room that can kind of smell bullshit and go, no, that doesn't sound right. What about this? And also be a resource for the CEO and management. But I love corporate governance. What are you there to do? You're a fiduciary. Thank you so much for the question. Super thoughtful, super thoughtful. Question number two.

• 7:51Speaker 04

  Scott, I'm looking for your advice on my dilemma between loyalty to one's team and preserving your own individual sanity. The background is I'm fortunate to have recently sold a company for an amount that secures my retirement and takes care of my family's future. The issue is that the new buyer is paying off the old shareholders through a combination of a guaranteed amount that was already paid at close, and that part alone was enough to take care of me as a major shareholder, and a contingent amount based on team performance that'll be paid out over several years if the team hits collective top-line revenue targets. Now, here's the problem in my dilemma. I'm still a large revenue producer for the firm and my old team, who are amazing colleagues, some of whom I've worked with for decades,

• 8:37Speaker 04

  has told me that if I were to leave early, they probably won't hit that out-year revenue number and won't get the contingent distributions. What that means for me is I'd have to stick with the firm for a number of years when, to be honest, I don't feel like this place is for me, just as you didn't when you sold your firm. So do my obligations rest with my old team? Or do I prioritize my own mental well-being and desire to start that next chapter in my life? Your advice is greatly appreciated. Thanks.

• 9:05Scott Galloway?

  Thanks, anonymous. If you hate your job, you're not going to be very helpful to the company or to your employees. I think there's probably a middle ground here. I have some experience here. My firm was acquired by Gartner and we got a big chunk of money upfront and then an earn-out. And I think I'm the only person that didn't stick around. And the earn-out wasn't based on targets. It was based on time. Sounds like you have specific targets and you feel responsible for hitting those targets such that your employees can recognize the upside from their earn-out. I get that and that's very noble. There's got to be an in-between. Maybe you stick around, try and hit the earn-out. Maybe you also are just very transparent with them, saying, "I'm probably going to move on at the end of this year or the end of next year" and see if you can't get them what they need.

• 9:50Scott Galloway?

  But also, a good manager is supposed to be able to replace themselves. And the fact that you have become indispensable means it's not a well-run firm. And quite frankly, you have not managed it as well as you should have. In Germany, they force every senior manager to take at least four weeks off in a row because they don't want firms that are too dependent upon an individual. So I would say, okay, let's say it's at the end of the year, they get the earn-out based on targets. This year's almost up. Maybe go another 15 months. Make it clear to everybody that this year and next year, you'll probably move on. Try and set the division up for success by replacing yourself or mentoring or advancing other people who can help you. But, "Boss, life's going fast and you have an obligation to yourself and your family."

• 10:34Scott Galloway?

  Yeah, be a good guy, but don't be a martyr. And it sounds like they've already made some good money. And yeah, enjoy yourself, move on to the next thing. When my firm was acquired by Gartner, we had a three-year earn-out. I lasted nine months. Nine months? The culture was just not... It was just oil and water. And they weren't bad people. And it's a...

• 10:57Scott Galloway?

  It's a very successful firm. It just wasn't, wasn't, I, I did not know how to operate in a big company. I didn't like it. I felt like I was losing time to go do something else that I enjoyed. And so I wanted out. Everyone else stayed the full three years because there was a lot of money. I had made a lot, a lot of money on closing and wasn't as tied to the company financially as some of these other folks. But it sounds like you want to move on, be good to your team, figure out a way to get them some additional compensation, be transparent, you're thinking about your next thing, and figure out a way such that you leave the operating group strong, such that everyone and the company that paid a lot of money for you feels like they're getting a return on their investment and the employees get to make their money. But boss, don't be a martyr.

• 11:42Scott Galloway?

  It's your life. We have one quick break before our final question. Stay with us. Support for the show comes from Superhuman. The pace of modern work can be relentless. You're getting a constant influx of messages from a ton of different apps. You haven't closed all your browser tabs in a year. Everything seems urgent and staying on top of it all feels like an impossible task. Superhuman Go is an AI chat that's always there when you need it, already aware of what you're doing and doesn't ask you to start from zero. Superhuman Go, from the makers of Grammarly, help you be the best version of yourself at work. It handles the repetitive stuff so you can focus on the work that only you can do. Whether you need to summarize an endless email thread or prep for a meeting that's happening in five minutes, Superhuman Go works inside the tools and sites you already

• 12:27Scott Galloway?

  use, your browser, inbox, docs, and your project tools. And its AI chat is available on the side of your browser and it's always ready. No new tabs, no switching apps, no losing your place. This is AI that works with you, not on top of you, so that you have the time and brain space to solve the problems that matter. Check it out, find out more at superhuman.com.

• 12:53Scott Galloway?

  Support for the show comes from Vanta. As AI adoption grows, so does your company's security risks and requirements. New frameworks, audits, and vendors keep piling on, but your team isn't getting any bigger. Most compliance tools promise automation, but you're really stuck doing all the work by hand, chasing screenshots, validating controls, and playing catch-up when audit season comes around again. Vanta works differently. The regentic trust platform is built to scale with you, not slow you down. With over 1,400 automated tests across 400-plus integrations, Vanta collects evidence and monitors your controls year-round, cutting your audit prep by 82%. Plus, you can access the Vanta agent everywhere you work, whether your team is in Vanta every day or living in tools including Claude or Cursor. Want proof?

• 13:38Scott Galloway?

  Over 16,000 fast-growing companies like Ramp, Ryder, and Harvey save time and resources while scaling fast with Vanta. Learn more at vanta.com/profg and get $1,000 off. That's spelled V-A-N-T-A dot com slash prop G for $1,000 off. Support for the show comes from Vanta. As AI adoption grows, so does your company's security risks and requirements. New frameworks, audits, and vendors keep piling on, but your team isn't getting any bigger. Most compliance tools promise automation, but you're really stuck doing all the work by hand, chasing screenshots, validating controls, and playing catch-up when audit season comes around again. Vanta works differently.

• 14:22Scott Galloway?

  The regentic trust platform is built to scale with you, not slow you down. With over 1,400 automated tests across 400-plus integrations, Vanta collects evidence and monitors your controls year-round, cutting your audit prep by 82%. Plus, you can access the Vanta agent everywhere you work, whether your team is in Vanta every day or living in tools including Claude or Cursor. Want proof? Over 16,000 fast-growing companies like Ramp, Ryder, and Harvey save time and resources while scaling fast with Vanta. Learn more at vanta.com/profg and get $1,000 off. That's spelled V-A-N-T-A dot com slash prop G for $1,000 off.

• 15:08Scott Galloway?

  Welcome back. Question number three.

• 15:10Speaker 05

  Hey Prof G, this is Scott from Central Washington. I'm a big fan and I've been following your talks about the evolution of masculinity and the modern man, and much of it resonates with me. I'm a 41-year-old former Green Beret officer who transitioned into wealth management as a financial planner about a decade ago. Now, I'm a husband to a physician and father to two daughters, which led to another transition as a primary caregiver and homemaker. I've recently earned my MBA, and while my drive to learn and grow is still strong, I'm wrestling with how to continue contributing financially.

• 15:44Speaker 05

  The traditional employer route isn't a fit right now due to my commitment to supporting my partner and being fully present for my daughters. What advice would you give to someone in my position? Ambitious, but navigating a different path to contribution and fulfillment, especially in the context of how you talk about the modern man? Thanks, I look forward to hearing your answer.

• 16:04Scott Galloway?

  First off, I don't, it sounds passe, but thank you for your service. And Jesus Christ, what an impressive person you are. The Green Berets, less than 1% of the Army wears a Green Beret.

• 16:18Scott Galloway?

  Boss, I think a lot of us, a lot of men, kind of at this age, are trying to figure out a way, not to reinvent themselves, but stay economically relevant. I'm not talking about the way the world should be, I'm talking about the way the world is. And that is, men are disproportionately evaluated on their economic well-being as a provider, and women are disproportionately and unfairly evaluated based on their aesthetics. I don't have a silver bullet here, other than to say, are there support groups, or are there circles of former or veterans who try and help each other out, finding kind of that second act?

• 17:00Scott Galloway?

  I also, I immediately think that, like, when I hear of a guy of your background, what I immediately want, and what I think you would have tremendous, get tremendous gratification around, is I would love for you to be around young men. And is there a way for you to be a high school substitute teacher, to be a coach, to be in some sort of recruiting for the armed services? But just you around young men, and ideally make some money, but I just go to social. I think people who come out of the service have such... Incredible grit and a code are really honorable, generally speaking, and in great shape and have a fidelity to the flag, which I think we need more of amongst young people.

• 17:43Scott Galloway?

  So just selfishly, I think, wow, wouldn't it be great to get an individual like this involved or around young men? If you're at home, you're going to need some sort of remote work. I don't know what your technical skills are, but what I would say is put together what I call a kitchen cabinet, find some people, be very transparent. Looking for some advice, I'm trying to figure out my next thing. Is it okay if I call you or take you out for coffee every once in a while? Every morning, I'm going to send out two or three cold or blind emails or calls to other people who've served or people. People want to help you. People realize the commitment and sacrifice that you made for our country. So they're generally inclined to take your call. If it's not a great job, at some point, just try some shit and see where it goes. Right?

• 18:25Scott Galloway?

  The way to make a decent amount of money is by starting just to make money. And if you're good, they're going to see it and they're going to want to hold on to you. Also, this sounds kind of weird, but try and identify some small businesses in your area and call them and say, I know how to lead. I'm together. I'm obviously very disciplined. I need some flexibility. Is there a role for me? Again, thank you for your service. That's all for this episode. If you'd like to submit a question, please email a voice recording to [email protected]. Again, that's [email protected].

• 19:04Scott Galloway?

  This episode was produced by Jennifer Sanchez and Caroline Shageran, and Drew Burrows is our technical director. Thank you for listening to the Prop G Pod from the Vox Media Podcast Network. We will catch you on Saturday for No Mercy, No Malice, as read by George Hahn. And please follow our Prop G Markets Pod wherever you get your pods for new episodes every Monday and Thursday.

• 19:22Speaker 06

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• 19:52Speaker 08

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