S13E2 DB|BD at Aspen: Judy Samuelson is Still Thinking About the Purpose of a Corporation

If you’re in the business world, you’ve heard of Judy Samuelson. Even if you’re not in the business world, you may have heard of Judy Samuelson. That’s because Judy is one of the most influential voices thinking about and wrestling with the purpose of business in the modern world and how capitalism can be a force for good. 

Judy founded the Aspen Institute’s Business and Society Program back in 1998. But perhaps one of her most important contributions is her leadership in the Business Roundtable’s 2019 decision to change the nature of a corporation from a singular focus on shareholders, to a broader stakeholder focus. And while the world has changed a lot in the seven years since the statement, Judy is still not a fan of short-termism and she still believes business can change the world for the better. 

Her work as a dedicated corporate redesigner, earned the Business and Society Program a spot on our inaugural DO20 list.

In this conversation with DB|BD host Ellen McGirt, Judy reflects on what impact the statement had and if it is even still relevant. She also tells some stories about what it was like to gather with some of the business world’s most powerful leaders to try and define that stubborn thing called the corporation. We also begin with a look back — at an interview with Judy from three years ago, which turned out to prescient in many ways.

“We’ve lost ground because we have such an intense focus on paying executives in stock…I’m also not a big fan of the word stakeholder. I don’t think it says anything. What’s a stakeholder?”

On this season of DB|BD, we are thinking about radical collaboration. Host Ellen McGirt sat down with visionary designers, leaders and thinkers at the 2026 Aspen Business & Society Summit to ask them about the radical act of collaborating with others in a time when it often feels impossible to find common ground.

TRANSCRIPT

Ellen McGirt: If you’re in the business world, you’ve heard of Judy Samuelson. Even if you’re not in the business world, you may have heard of Judy Samuelson.

That’s because Judy is one of the most influential voices thinking about and wrestling with the purpose of business in the modern world and how capitalism can be a force for good.

And let’s be clear… We wouldn’t be recording this podcast without Judy. She is the founder of the Aspen Institute’s Business and Society Program. So no Judy, no summit. That was back in 1998. Before that, Judy was a lobbyist, a banker, and a director at the Ford Foundation.

But perhaps one of her most important contributions is her leadership in the Business Roundtable’s decision to change the nature of a corporation from a singular focus on shareholders to a broader stakeholder focus.

If you don’t know, the Business Roundtable is an association of some of the top company CEOs in the world. They met over a number of years and debated this really critical idea. She goes into the details, but it was a big win.

Before we jump into my interview with Judy from this year’s Business and Society Summit, I wanted to share some exclusive audio with you. 

I interviewed Judy in 2023 when I was co-hosting the Scene on Radio’s podcast series about capitalism. Because you can’t really report on capitalism without talking to Judy…

In the following clip, Judy provides some more context about both the Business and Society Program AND the Business Roundtable decision. This will all be important later in the episode, I promise…

Judy Samuelson: The Aspen Business and Society Program is one of many programs housed at the Aspen Institute. We’re about dialogue and leadership, and our mandate is to work to align business decisions with the long-term health of society and the planet, which is a mouthful. And it’s it’s, it can encompass lots of different things, but it’s essentially getting we’re trying to get at the design of corporations, the incentive systems governance in the kind of so-called ESG land. If I can use those and favored that unflavored term right now, we’re more in the G space. It doesn’t mean that we aren’t studying and or not studying. We’re not researchers. It doesn’t mean we’re not delving into kind of the social and environmental questions. Of course, that’s where the learning takes place. And we have some kind of tracks that we particularly go down, like worker voice is a keen interest of ours, but it’s really about how do we set, you know, how do we set? The system is perfectly designed for the results we have now. As a consultant. I used to work. I used to say, how do we design a system that’s going to leverage the real power and influence and global reach and distribution systems and talent and problem solving skills within the global corporation? We can’t solve our most important problems without it. We need business at the table and that’s what we work on.

Ellen McGirt: I understand from my own reporting that you personally and the and the society here had an unusually, had an unusually influential role in the Business Roundtable decision to change the nature of the corporation or to change the way that the corporation should function, the essential operating license. Can you can you give us a little background on that?

Judy Samuelson: Was it the long story is that we started convening the Business Roundtable to be our two statement restatement of corporate purpose came out on, I believe, August 19th. I remember I was on my way for vacation, something like August 19th, 2019, I believe that was a date. But for ten years before that, we had been convening scholars in and kind of practitioners around the question of corporate purpose, really trying to unpack this. We we did a study of what law schools actually teach. We were already deep in business schools and understood what they’re teaching. And of course, the system rebalance shareholder primacy. And so we had been for many years working to disrupt that narrative. And so there was a meeting that we held all that. So this is the long part of the story. The Business Roundtable took it on fairly seriously after, a meeting that we held that kind of brought together maybe a 20 different people that were working in an aligned way. And some of them were journalists, and they started opining and, you know, in The Washington Post, in The New York Times about why is a business roundtable stuck with an old, you know, 1980s statement about corporate purpose. And, then Jamie Dimon, who was head stepped into the chairmanship of the BRT, and Josh Bolten, who was new to the Business Roundtable as their executive, heard the message. And, they said, well, we’ll take a look at it. And it resulted in a, I think about a year long kind of dis discernment by the BRT, which they are willing to do, and they take on something challenging. And it resulted in a statement that today I think people would both criticize and celebrate, depending on where they said what.

Ellen McGirt: How did you feel when you first heard that, that it was being adopted?

Judy Samuelson: It was like shot heard round the world. To be honest. I was literally on an island off the coast of New Hampshire, and I turned on my computer early in the morning and I had emails flooding in, you know? So it was one of those moments like, okay, good. The reason it was a shot heard round the world is because the Business Roundtable put a lot of money into making sure that this statement, which is, you know, ripped off of the JNJ credo, basically a kind of, you know, stakeholder message, not a not a new idea, an old idea. But they had they had invested in publicizing that they had taken this step. It was important for them to get their the word out. I think there was kind of a reckoning that we needed to that we, the members of the Business Roundtable, needed to be clear that we do care about all these objectives or that they are, you know, the thing it was interesting is that they, you know, they got took lots of criticism for something that people don’t believe that they live by. I have my own point of view on that. I think it was, they criticize that it didn’t seem very hard for them to kind of they didn’t, you know, the CEOs would just sign on to this new statement without having to take it to their board, that kind of thing. There was, you know, some noise about. A bit. I think it was pretty easy for the Business Roundtable members to sign this, because they know this is the world they live in. Of course they care about what their employees. Of course they have to maintain a supply chain. And of course they have to deal with governments. Right. And and of course, they want good relationships with shareholders up and down the food chain as well as consumers. So this is nothing radical about a stakeholder. The question is where are you really putting your foot on the pedal. And that continues to be the problem. That’s that’s really what’s challenging about all this.

Ellen McGirt: Now that we’ve gotten that out of the way… let’s move forward three years to this past July where I was lucky enough to chat with Judy, again, in the midst of this year’s Business and Society Summit.

It’s been seven years since the Business Roundtable’s statement. Judy is as busy and powerful as ever. She’s also had time to reflect… on what impact the statement had, if it is even still relevant. And while she knows this moment is very different from the one in 2019 when she gathered with some of the business world’s most powerful leaders to try and define that stubborn thing called the corporation.

One thing is certain… Judy is still not a fan of short-termism and she still believes business can change the world for the better. 

So here is my conversation with Judy from this year’s Summit…

Judy Samuelson

Ellen McGirt: But I, I wanted to start with the, your 28 years of the long game and the shareholder fight because I think that’s one of the things that first got my attention about how you were able to bring people together to ta- to tackle something that was systemic and had a chance to really make an impact on how business and society functions.

Judy Samuelson: I don’t know if that’s how I would frame it.

Ellen McGirt: Okay, let’s talk.

Judy Samuelson: And first of all, this is hardly a problem that has been solved.

Ellen McGirt: No, I know. So

Judy Samuelson: We can’t necessarily talk about it in past tense. We

Ellen McGirt: Sure can’t.

Judy Samuelson: And in some respects we’re w- I, I think we’ve lost ground. And it’s not because of, you know, politics and all of that and all of the pushback, and that’s not why we’ve lost ground. We’ve lost ground because we have such an intense focus on paying executives in stock. It’s become just the m- the way we do things. And so that has its own unintended consequences in terms of how executives spend their time and what they think about and what they direct their boards to do. So I could talk about that at, at length. But the work, I do believe this: I believe that we W- th- through dialogue, through long-term kind of staying at a question and opening it up with many, many people over a long period of time, managed to open up the question about what is the purpose of the corporation. And I think that has to be the starting point for anything that goes past that. We believe that business is the most important agent of change. I’m here at the, our Business Society Summit, I just attended a roundtable with investors that are getting a lot of, you know, there are things that are being unwound in terms of shareholder rights and their ability to mount proxy battles or, you know, put things on the ballot or, you know, the degree of disclosure and these kinds of things that are happening during this administration. And I had to start out and say, “You know, I’m not so sure that I really believe that the shareholder or investors representing shareholders are the best agent of change. I really believe it’s business.” Mm. I don’t, I think investors are mostly motivated, and this gets back to the heart of your question about shareholder primacy. Investors by and large in public markets care mostly about where the stock price is. That’s just the dominant view. And so to the extent that we’ve cre- that over the decades we’ve seen even increasing attention means it, w- we’re not un- unpacking shareholder primacy and, oh, we’re heading off on, you know, the rosy path to a better future. We’re having to unpack all kinds of obstacles to the, along that path.

Judy Samuelson: You know, when I, when I started this program in 1998, we really started to talk about

Ellen McGirt: Business education. That

Judy Samuelson: Was our organizing principle. I could talk more about that. But within a couple of years, Enron had imploded.

Ellen McGirt: Oh my God.

Judy Samuelson: So that was a moment, right? Where all kinds of people were going, “W-,” here was the highest valued s- you

Ellen McGirt: Know, Yeah …company

Judy Samuelson: In the New York Stock Exchange, and it disappeared overnight, brought down one of the big four accounting firms with it. Mm. You know, left a lot of other people with egg on their face, including big consulting firms and the like. And it really was a wake-up call. Mm.

Ellen McGirt: Mm.

Judy Samuelson: And if there’s anything that I believe in the most, it’s you get lucky in life. And if you’re in the right place at the right time, things can happen. And Walter Isaacson had just joined the Aspen Institute, and he was, you know, back then, he was needing to make sure that the Aspen Institute business model was solid, and that meant filling beds at, you know, the Aspen Meadows campus, where we are right now, which had fallen a little bit out of, out of, I don’t know, favor or something. I don’t know. And he showed up in New York and asked me to go with him to a meeting at the conference board to talk to them about using the Aspen Meadows. And he says, “You ought to do something with them.” That’s all it needed. It was like an invitation like that. He put me together with somebody else. That led us onto a path of talking about the purpose of the corporation, and that’s, that’s really what led us to the success with the Business Roundtable, is that we, you know, the art form for the Aspen Institute is dialogue. Mm-hmm. And so that’s kind of where it got started. And the… I’ll just say this, that the, the dialogue that we did on unpacking short-termism post Enron, that went on in different ways for seven, eight, nine years. Sure.

Judy Samuelson: And that’s when we started putting kind of pen to paper or whatever that m- what- whatever we should be saying, you know. La- hands to keys or whatever. And came out with a statement that was signed by, you know, 10 corporations in the end, CEOs of corporations. The Business Roundtable was all in, the, the AFL-CIO, the Council of Institutional Investors, some of the big pensions. I mean, w- it was a, it was a profound group that finally signed on to it. And it kind of just unpacked the problem. Said, “What is the nature of short-termism we’re seeing and where is the solution space?” That turned us on to purpose, and then we did that for another 10 years. Like bringing together scholars. What are they teaching? Like, why are we so locked down on this narrative that the purpose of the corporation is to maximize shareholder value? It’s not legally true- Yeah

Ellen McGirt: Is

Judy Samuelson: That’s the purpose of the corporation.

Ellen McGirt: So for the purposes of conversation, and so this is going to go to a wider audience, help us understand what short-term, short-termism actually is and what about it got your attention.

Judy Samuelson: The first thing that got my attention was reading the conference board’s Blue Ribbon Commission on what happened to Enron. And I found in a footnote, I believe that the footnote was calling out that Andy Grove, who was in the CEO of Intel, I think, had a disagreement on something. And in that explaining it, they used the term short-termism. And I don’t know that I’d ever seen it in print, but instinctively I knew what it was.

Ellen McGirt: Mm-hmm.

Judy Samuelson: Anybody can decide what short-termism is in other contexts, but in the context in which we were using it, it’s the inclination of executives and others, but I’m worried about the corporation, to,

Judy Samuelson: Think what’s best for the company in a very short, in… W-what’s best for the company in terms of producing maximized profit right now. Mm-hmm. So, y-you know, you can… If you incentivize, we talk about how executives are incentivized, and if they’re paid in stock, they’re watching the stock price, and everybody goes, “Oh, but we’ve given them very long-term stock measure. They don’t get to cash out for 10 years.” But we know from the behavioral science that it doesn’t work that way. It’s like, it’s like the kids… What’s that s- that famous experiment at Stanford with the kids and the donuts, and they can have-

Ellen McGirt: Yes

Judy Samuelson: One donut now, or they can have two donuts if they’re willing to wait for an hour.

Ellen McGirt: Delayed gratification, the marshmallow te-

Judy Samuelson: Oh, it’s marshmallows. I always say donuts. I always forget it’s actually marshmallows. It doesn’t work, and it’s the same thing for executives or anybody else who’s got an incentive. It, it, the, the moment it rebounds to how they’re thinking now. And so if you have an incentive that really is about pumping the stock price, which it is, if that’s how you’re being paid, then you’re inclined to consider things that may be better for the stock price now- Yeah as opposed to taking a longer-term view and saying, “Of course we need to invest in our employees because the loyalty of employees is absolutely critical to our success. And the better we treat our employees, the better customer service we have, the more happy people we’re gonna have, the more people are gonna get on the airplane.” I mean, there are people that have figured this out. This is common sense management. Right. But the short term, the stock price will fall if you pay somebody more. Right. And we know this. There’s plenty of data on that sort of thing. Mm-hmm. So short-termism in the, in business and capital markets is just, you know, putting short-term interests ahead of what’s in the long-term interest of the enterprise. So

Ellen McGirt: So I’m thinking about the practice of dialogue and where, where that can be practiced o- other places that’s not here in this beautiful place. But also in the seven or eight years-

Judy Samuelson: Of

Ellen McGirt: Dialogue to get to a statement, I’m also thinking about all the kinds of things that are happening in the world after Enron. I just did a, a quick search. It, the, the im- immediate aftermath was the cascade of accounting scandals, which of course is right around the time I’m joining Fortune magazine at this time, just sort of watching, like, “God, we just put in one future felon on the cover after another. There’s gotta be another way.” Google IPO’d, private equity all of a sudden was grabbing the mic in every possible way. News Corp buy- bought Dow Jones. IPhone was launched. You know, the world is just booming with new possibility and new scandals and new problems. How in a long-term dialogue like you participated in, do you bring in news of the outside world as you’re thinking through what you wanna do or say?

Judy Samuelson: Well, it’s often news of the outside world that’s motivated the dialogue to begin with. So, and our dialogues are among people that are practitioners, you know?

Judy Samuelson: We care a l- we care a lot about who’s in the room. That’s the most important thing. We have a, I won’t say the word out loud, but a no A blank person. Policy? Policy. You know, you, you need to have people who are there who are interested in listening to one another- Mm-hmm you know, or you have to play a lot of rules to make sure that it works. But generally speaking, you know who those people are, and as you meet people along the way, you invite them into the, into the room and, you know, it’s networking, networking, networking. Yeah. It is all about that, and so getting the, getting it assembled, you know, you enter a dialogue not knowing necessarily where you’re going with it. You don’t necessarily know, and that has been the advantage of being able to … People could see the problems, including the ones you just cited, that there was something really amiss.

Ellen McGirt: Amiss.

Judy Samuelson: And so I both am proud of having been able to work with the Business Roundtable on two different occasions. It was great having them in the room, and yet ultimately they’re a trade association and I think we didn’t get as far as we wanted to because once they signed on, they told their members that, “We signed on so you don’t have to.” And I remember going, “How did I miss that one?” There have been a few things like this in my life. That was, that was one where, you know, it doesn’t mean we didn’t have some CEOs sign on, but I know in, in one case we would’ve had the CEO of IBM and he came to me and he was having breakfast the next morning. He says, “Let’s talk about this. I’d like to sign.” And the next morning he had breakfast with John Castellani, and I never heard from him again, at the Business Roundtable. So you know, you have, there’s a lot of things like that that you kinda can … But basically, if the dialogue is executed well from our vantage point, you’re leaning into a, you know, the art of appreciative inquiry. You’re not looking to critique the system as much as understanding where are there leverage points, where can we … What, what’s holding us back, but also what can really take us forward? Mm-hmm.

Ellen McGirt: And,

Judy Samuelson: We did have a big win there, after, I don’t know, eight, 10 years of talking about the purpose of the corporation and unpacking what the law actually says, and had some great partners along those lines, that,

Ellen McGirt: We

Judy Samuelson: Had some journalists in the room- Yeah with us at the final stage of that. Steve Pearlstein, who was writing, did the business column for The New York Po- for The Washington Post, and he was in the room, and he wrote a column about it. And he wrote a column about the business roundtable and why don’t they change their notion of what the corporation is all about because they were back in the 19, you know, ’80s language of purpose of the corporation is maximize shareholder value. Shareholder value, shareholder value. And Jamie Dimon, who is, you know, was already then CEO and chairman of of JPMorgan Chase, called up Steve, as I guess he was want to do, and read him the riot act. “What are you saying this about the Business Roundtable for?” And Steve was like, “Well, why don’t we sit down and talk about it?” And next thing you know, I’m in, in a, in a dining, the corporate dining room or the CEO’s private dining room at the top of JPMorgan Chase with, you know, Joe Nocera from The Times, Steve Pearlstein, the newly minted head of the Business Roundtable, and Josh Bolten, who’s the CEO now. And,

Ellen McGirt: You were the only woman in the room?

Judy Samuelson: I was the only woman in the room. And in fact, no, he– Sorry, Jamie Dimon had a, a woman who worked for him was in the room. She didn’t say a word. She was back then. But I was– And I was inc- I was being included on emails as they set up this dinner party. And I finally said, I’m like, as in CC’d, and I finally said, “Are you inviting me or

Ellen McGirt: Right.

Judy Samuelson: Do I just get to find out how was the food?” So anyway, I did. And it was really, really interesting. And Jamie Dimon said at the end of the night, “I think we, we need to look, you know, both we need to look at this question.” And he also said, the thing I just kept on bringing up is, “Why doesn’t the Business Roundtable have a position on climate change?” Yeah. So Jamie Dimon was the ch- head of JPMorgan Chase. He was chair of the Business Roundtable, and then the, and then Josh Bolten was the executive. I, I just kept on coming back to that. And they ended up then engaging in a conversation, internal conversation, reaching out on climate change, and came out with a statement about a year after the, the restatement of the purpose of the corporation.

Ellen McGirt: Corporation. It was an extraordinary moment. I know this is very inside baseball and nerdy, and I covered it extensively at Fortune, which is how I, I, I got into your orbit as well. The idea that a corporation has, as part of its license to operate, reason for being, other considerations than just a single stakeholder, the shareholder. Even though there has been setbacks, even though it hasn’t been fully baked into how we talk about business, I like to think of it as being a significant moment, and that the ripple effects were- Mm-hmm … and continue to be profound, even if it comes in waves. And I’d, I’d love your take on that, and then also the idea that it was pressure tested so quickly with COVID, with George Floyd, with the rise and fall of a conversation around diversity and inclusion- Mm-hmm

Judy Samuelson: And inclusion. Mm-hmm.

Ellen McGirt: All of those things. It may also feel like the pendulum has swung back, but I’m not sure that’s exactly the best way to frame it. That perhaps this is just what dialogue and action does.

Judy Samuelson: Yeah, it’s definitely– We definitely know there’s… The winds are- The winds … are blowing from- Yeah … but from lots of different directions, you know. It’s not all bad out there, and I had to think about that as I was opening up this summit, and I–

Ellen McGirt: What I,

Judy Samuelson: What I th- believe is true is that this moment has been clarifying,

Ellen McGirt: Okay.

Judy Samuelson: And that’s the word I choose. It’s, it’s the word that feels correct to me in the sense that it has certainly… I mean, we have many colleagues who have lost jobs, you know, because XYZ corporation decides they don’t really need a chief sustainability officer anymore. They’re gonna downsize or collapse a department or whatever. Lots of, lots of effects from this, so I’m not, I’m not taking it lightly. But I’m also not a big fan of the word stakeholder.

Ellen McGirt: Tell me why.

Judy Samuelson: I don’t think it says anything. We don’t know- Right … I don’t know what it means. What’s a stakeholder? Right. And the Business Roundtable’s response was to kind of essentially copy the credo, the Johnson & Johnson credo, which, you know, kind of says, “We care about all of these things.” Puts employees at the top. It puts shareholders at the bottom. Talks about communities, talks about investors. Talks about, you know, those other, other things on which they’re dependent. And so the members of the Business Roundtable, roughly 200 of them, I think there were 192 or something that signed on to this restatement,

Ellen McGirt: It

Judy Samuelson: It was essentially a stakeholder statement, you know? And they had no problem doing it, and some, some people really criticized them that they, this couldn’t mean anything. I agree with you that it actually, it was a moment. We captured this moment, and we actually helped create this moment maybe, but we captured a real moment in time. And of course, these guys believe this. If you’re not a multitasker leading a major multinational corporation with, you know, offices in how many countries around the world and various dependencies in the supply chain and, you know, investors wanting this over here and a different kind of investor wanting that over there, and you’re… It, it’s of course they know that they have to balance these things, and that’s just like, that’s just, again, that’s kind of common sense. Mm-hmm. What doesn’t come through in that statement is the importance of a company getting crystal clear- Mm-hmm … about why they’ve been granted the license to operate, what business they really intend to be in, what do they have to do then extremely well in order to, for that intention to be executed and for them to be ab- their business to really be able to flourish under that kind of direction. And I think it, that process that a board would need to go through to kind of really get clear is what enables them then to say, “This is who really matters to us. This is where the codependencies are in our business model.” And so if you’re, you know, food ag, you better care a lot about, you know, certain parts of the supply chain. Right. But it’s not like these statements of, “Oh, we care about our employees and our communities, and blah, blah, blah, blah, blah.” Well, okay. Yeah. But it’s that clarity that then I think does a couple of things, but one of them is it enables the executive and the company to speak in business terms- Mm-hmm about why something that could be viewed by an economist as an externality- Mm … or could be viewed as kind of exogenous to the business, why it matters, because they become crystal clear about it. And I think this pressure, this am- this kind of pushback pressure, has enabled companies to stop the stuff that really kind of felt greenwashing-ish, you know? I mean, a lot of wonderful commitments were made after the killing of George Floyd, but it may not have been something that companies were naturally gonna be able to sustain anyway, and this has kind of washed out things that maybe companies really didn’t feel were essential to their success. But hopefully it’s also enabled them to really think clear- more clearly about what truly matters for them over the long haul, what’s truly instrumental for them to succeed, For both business and society.

Ellen McGirt: You know, it’s so interesting you should say that. Around the same time, I’m doing all of the reporting about race and inclusion and new, new ways of leadership, and I had an informal three-response rule where I could tell if somebody was really clear. If a, if a new executive just been read in on the talking points around sustainability or inclusion, if I… The first question they could get, the second follow-up they could get. By the time I got to the third follow-up and they fumbled, I knew that they weren’t clear.

Judy Samuelson: So you

Ellen McGirt: Much every

Judy Samuelson: Couldn’t dig down too deep, right? Right, because

Ellen McGirt: Didn’t, they didn’t have the experience, they hadn’t taken the time. Yeah. You know, and of course, n-nobody pays a CEO not to know, and in a short-term environment, nobody’s rewarded if you take a long time to think something through. You know, that is the really tough piece.

Judy Samuelson: Isn’t that the AI story right

Ellen McGirt: Right now. Linda Hill taught me years ago, you know, no n- innovation, just like the dialogue you described, is, is by definition the experience of trying to go somewhere that you’re not clear where you’re gonna go yet. Like, the, like, the, the, the innova- the experience of discussing it and clarifying it is, in fact, the work. But if nobody gets… You, you, you get on a task force in a corporation, you’re part of a m- a cross-functional team. Nobody gets on, gets to the C-suite from that work. You know, it’s, it is a place where a lot of good effort and a lot of good ideas maybe emerge, or maybe they just go to die, and it’s unrewarding work, which is one of the reasons I, I circle back to the to the purpose of the corporation statement because it, it was a success after a long period of hard- Yeah reflection and thinking.

Judy Samuelson: Thinking. And then, of course, the work has to continue, right? Yes. So we have to continue this work. There’s all of this people still… And we had a, a meeting of before the summit started, we had a meeting of kind of a, a pilot testing a, a way of convening people who are directors of boards. And, you know, I had a director just say very directly to me, she… It was as if she had n- she had, she just couldn’t believe I was correct, and she pushed back and I said, “I’m right, you’re wrong.” The purpose of the corporation is not to maximize shareholder value, and it is not the fidu- fiduciary duty of the ex- of the directors. The fiduciary duty of the board of directors is to the health of the enterprise.

Ellen McGirt: Mm.

Judy Samuelson: The corporation owns itself. It owns itself. Shareholders do not own the corporation. They own shares of stock that come with some important but limited rights.

Ellen McGirt: Important but limited rights.

Judy Samuelson: That’s the relationship. To quote Marjorie Kelly- Yes … who wrote The Divine Right of Capital, and should be on your show. Yes. You got your money at the IPO. The rest of it’s an aftermarket. They’re trading amongst themselves over there and looking for signals. It’s betting. Yeah. That’s principally what the stock market is, and of course, it’s also a creation of value for all of us that are actually hold shares in our, you know, retirement accounts or- Yeah … so it’s not that it’s unimportant to the rest of us, but, you know, it really amps up when the executives, 60, 70, 80, 90% of the weight of their s- of their pay package is in stock today.

Ellen McGirt: Is it sounds like if you could pull one lever- That’s right … it would be executive pay. Yeah, that makes perfect sense. And, and

Judy Samuelson: Would be executive. Yeah, that makes perfect sense. And, and boy, is that a naughty one to unpack. Yeah. We could have an- another, another conversation just… I mean, I’ve given that a lot of thought.

Ellen McGirt: And- It’s

Judy Samuelson: Not gonna happen through regulation.

Ellen McGirt: It’s not?

Judy Samuelson: Nope. That was tried

Ellen McGirt: What’s gonna do it?

Judy Samuelson: I think it has to get to a point where we have a core of executives who wanna join that dinner party, and they wanna have a real conversation about what is really common sense, what’s really gonna honor who I am and what my relationship is to something that is absolutely and totally a team sport. You know, we, we, we pay executives as if they’re the only one who matters, and oftentimes it feels like that’s the case- Mm-hmm … because they have extraordinary leadership skills, and maybe they’ve really done something consequential and turned something around, or we like founders and we wanna pay them more. Current examples

Ellen McGirt: Right.

Judy Samuelson: Right? We don’t have to go into that one.

Ellen McGirt: Well, Chris Himes on this podcast and also on stage here-

Judy Samuelson: Is he?

Ellen McGirt: God, how great is he? Had made the case that the rise of the billionaire class, which did not exist when you first started this work, and is now here in full force, and a kind of a throw their weight around unaccountably full force, might just be the galvanizing external alien coming to the planet Earth, we must save the planet force that will get that kind of conversation to happen.

Judy Samuelson: I learned here that in the last month, I believe, three more states, now making it 25 states, have passed in their legislatures or state legislatures have passed a referendum or some, you know, some kind of attempt to essentially change the Constitution. Reverse Citizens United and make sense again out of this money in politics problem, and it ha- passed Missouri 100%. Missouri? Yep. It’s– it is bipartisan, but Republicans are pissed off about the billionaires because they see the billionaires as being the wrong billionaires. They’re not seeing their own billionaires. They’re seeing somebody else’s billionaires, and Democrats see the same thing. It is, it is a, it’s becoming something important, and maybe we’ll go further to the edge, and then there really will be something that’ll help us recapture the center.

Ellen McGirt: Well, I’ll tell you something. You know, you, you and your Health of the Enterprise big reveal, which is such a, a… You painted such a beautiful picture there. I’m similarly dropping knowledge around voting rights, which is a thing I’m spending a lot of time thinking about, too, since the, since Kalay was overturned or, or gutted, defanged completely, is that there is no constitutional protection for the right to vote, and people think there are. There is none.

Judy Samuelson: That- Really? That’s why- 14? No.

Ellen McGirt: It does not actually protect the vote. It really doesn’t, and I’ve been spending a lot of time talking to experts around what the, what is missing, what the loophole is, and why there are so many shenanigans around it, and there have been since Reconstruction. So, but it’s this, it, that, but drawing people’s attention to the nuance, like what a corporation is supposed to do and why voting continues to be such a fraught enterprise here in the US, I think is a big part of the dialogue, getting people to talk about the dialogue. And you know be- m- you’ve forgotten more than most people will ever know about what it’s like to get people in a room together who have different experiences, who are looking for different outcomes, who are afraid of different things, to end up at the end of a process more open to the fears of other people.

Judy Samuelson: Well, I’ll tell you one thing that I’ve been giving a lot more thought to this year is the, you know, the anti-globalization piece of all of this, which seems crazy on the one hand, is also an opportunity on the other. You know, was a c- crisis and opportunity web there. I think it happens around tables when people can meet face-to-face. I’m a big believer in that. Yeah. And I think business leaders, when they meet up in a community, in a shared space, they’re naturally gonna be able to get to different kinds of conversations than when we talk about business leaders as kind of the national class of business leaders. I mean, I think when we talk about business leaders at the level of our country, and I said this at the opening, it’s, it’s more like a euphemism, you know- Mm for business leadership. It’s not, it’s not where the rubber hits the road. They agree, nationally, they agree on three things: keep taxes as low as possible, you know- Mm … t- trade as free as possible, and regulation, rightsize it, and I want the ones I want and I don’t want the ones I don’t want. When you get into a community, then you start talking about where’s the workforce coming from, then you really care about the skill set, then you really care about economic opportunity, mobility, the safety and soundness of communities and family, you know, you know, getting off of this kind of concern about financial precarity and being, people being able to really show up and do their best, and the health of the school system, and all kinds of things that rebound to business.

Ellen McGirt: But after five years of convening at such a tumultuous time, what… Has the role of business in c- in society evolved? What is your level of optimism? What do you see as different? What do you see as working?

Judy Samuelson: Well, I think I share the, The feeling of many that we somehow haven’t seen business showing up. I mean, I, I feel that my, my sentiment would be with that, and of course, we’ve seen all of these visuals of parts of the business community showing up what for fel- feels like for things that are not in our long-term interests. But I think if there’s anything I’ve walked away from, and it’s this– we’ve been, you know, last several years, this has been, you know, this has been in play. It’s not just in our fifth year. I really believe that, and that’s why we do this work, I believe that business a- you know, has this, has many, many, many reasons to stay focused on complex problems. What’s gotten clearer to me is that, and it’s always been this case, you know, we had Earth Day in 1970?

Ellen McGirt: 80 … 70? Yeah.

Judy Samuelson: I was still in- Something like that. Yeah, something like that. First one, I think I was… Something like that. I think I was still in high school. You know, the hard asset problems, climate change, business leaders aren’t… They know that’s real. They, they can see the risk. They know what’s rebounding to their supply chain. You know, the insurance community. I mean, you could, we could, we could tie climate back to s- so many different industries in so many different ways. What gets harder is the social piece of this, I believe. So when you get into the B2B side of this, these big, you know, these industrial firms, you know, whether they’re making, you know, like Trane Technologies is part of this community. You know, they’re– and we had their CEO last year, and they’re big HVAC systems and, and homes as well. They are very, very clear that this is an opportunity to distinguish themselves. And they, in, in a B2B company, whether you’re selling to, you know, Walmart or McDonald’s or PepsiCo or, you know, you’re s- you’re selling like waste management into cities and counties and states, you’ve got the pressure on the other side. They want you to do it. Waste management really started investing in organic recycling, which gets a lot of stuff out of the landfill, reduces methane. It’s a huge investment in addressing carbon. That happens because of pressure from their customers. And when that’s clear, things move. When you get into the social stuff, when you get into the kind of the soft part of this system, the human systems, I think it’s harder. I think it’s harder because it’s very clear in certain domains perhaps, the importance of investing employees, but, you know, that is the biggest cost- Mm-hmm for the enterprise in most, most enterprises. And I just think it’s harder. And I think we have a– it’s easier to have these conversations about business’ role when you’re talking about sustainability. Mm-hmm. When you’re getting into these other spaces, they are more complex. There are many more players that have to be at the table. I don’t mean that carbon is easy to solve or we’d be done by now. But anyway, that’s– I, I think it’s an interesting time in that respect. But by and large, we bring people together who are passionate about what they do. Yeah. And this dialogue and this time together is really precious time because they get to meet people that are not doing the same thing as they. They’re in a different industry. They’re in a different line of work. They’re, they’re teaching business. They’re not– or they are, you know, in an NGO that works with business. But it’s generally a place where there’s a lot of generat- kind of a generative spirit, and it feels really good to be here.

Ellen McGirt: Good to be here. It does, and people feel, end up feeling less alone, too. Yeah,

Judy Samuelson: Yeah, absolutely.

Ellen McGirt: What’s your next big win?

Judy Samuelson: Oh, man Working on directors, working on boards. Can’t call it a win. More curiosity, more questions than anything that looks like a win. It’s a massive domain. There’s a lot, a lot in director education. We’re trying to say what is– what could be distinctive. But if you start out working on short-termism, and that leads you to corporate purpose, and then you kind of start saying, “Wait a minute, why is this not working? We have to look at the design of how we’re paying executives,” and that takes you right into boardrooms, ’cause that’s their domain. And so I started thinking about that a long time ago. But we had a– we’ve been working with Dave Young at BCG. He’s fantastic, and he, he’s now a senior advisor at BCG and able to really engage in what he cares most about, which is kind of the next industrial age and the design, you know, of corporations from that vantage point. And we released something called the Agenda for the Prepared Board, which is probably the last piece of IP that we really dropped. And I think it’s quite, I think it’s quite interesting. It basically says there’s seven sec- seven key considerations on boards, and here are questions you would be hearing in boardrooms if they were, you know, on the, on the table. But anyway, we, we did a pilot the other day. We think it’s more about the affective qualities of directors. You hear all of the same things. All of our research and focus groups and all of that has taught us that everybody agrees boards are over-scripted. Mm-hmm. You know? The executive naturally is very cautious about presenting something that’s not already tied up with a bow when they deliver it to the board. And yet we know from the session we did, the roundtable we did after w-within the summit’s design, that, Maggie Shira, who runs Bright House, which is a subsidiary of, of BCG and is all about purpose and articulating purpose and, and then kind of stepping in and making sure you’re aligned with what you’ve said and all of that sort of thing. You know, she said, “The crazy thing is that people really give it their all when they’re actually being used.” Mm. And if you come into a boardroom and you’ve already figured it all out, you know… Well, we know executives need boards today. The pace of change, the range, the kind of outside questions that boardrooms are having to… You know, it, it is a… It should be a real ally- Mm-hmm … of the executive, but without just papering over everything that the executive does. And it needs to be a place where new ideas can, can be introduced. And so we had a whole session on the art of the question. How do you, how do you craft questions that will actually slow down the pace, open something up that looks like it was already determined, but maybe needs, you know, a better look? So we… And, and kind of mapping influence in the boardroom, and what is formal influence and what is informal influence? And it was really a great session. I was surprised how well it went, actually.

Ellen McGirt: Oh, I’m so

Judy Samuelson: And so, you know, we’d love to figure that out, but I have no idea what, what the right leverage point is for us, ’cause that’s a massive domain. We’re a small team and…

Ellen McGirt: I have no doubt that when you find it, I will be covering it, so I’m grateful for that. Thank you. Judy, I know you do… You’re, this is a very busy time for you, so thank you for taking some time out of your day to

Judy Samuelson: Thank you so much … I was so delighted to be asked.