Beyond the Public Playbook: Governance in the Private Capital Era

Virtual  |  May 14, 2026  |  9:00 AM - 10:15 AM CDT

Key Topics Covered

• Defining private capital and current market trends, including longer hold periods, AI's impact on company valuations, and companies working to recapitalize and stabilize
• The rise of private credit, growing default risks, and what directors of portfolio companies need to understand about capital structure
• Governance responsibilities on private company boards versus public company boards, including differences in cadence, oversight, and stakeholder dynamics
• Who sits around the private company board table and how to navigate relationships with founders, lead investors, independent directors, and debt holders
• The CEO-board relationship in private companies, including when and how to intervene
• Strategy oversight in a private equity context, balancing the firm's investment thesis with evolving market conditions
• The current state of ESG in private capital
• How private equity firms identify and select independent directors
• Director compensation structures on private company boards
• Best practices for evaluating director performance
• Term limits, retirement ages, and board formalization as companies approach IPO
• D&O insurance coverage for private company board members

Key Takeaways

• Capital structure literacy is a core director responsibility. Understanding not just the financial statements but the type, source, and terms of capital at work in a company is essential, especially as more companies rely on private credit with varying covenant structures and liquidity constraints.
• Governance standards are consistent across public and private boards, but the environment is not. Directors carry the same fiduciary duties regardless of ownership structure, but the dynamics around the table, the pace of involvement, and the relationship with management are meaningfully different in private settings.
• Do your homework before joining a private company board. Understanding the investors, the capital structure, the culture of the firm, and the dynamics among board members before accepting a seat is critical to protecting your reputation and ensuring the role is a good fit.
• Relationship-building with executive recruiters is a long-term investment. Directors seeking private company board opportunities should cultivate genuine relationships with search firm professionals, not just respond to individual searches, to stay visible and relevant in the market.
• Board involvement in private companies tends to be more hands-on. Particularly in smaller or earlier-stage companies, directors are expected to contribute their networks, industry expertise, and strategic perspective more actively and more frequently than in a typical public company setting.
• Know why you want to be on a board before pursuing it. Clarity of purpose helps directors make better decisions about which opportunities to pursue and how to show up once seated.
• D&O insurance is standard, but always ask. Directors should confirm coverage is in place and review their director agreement for indemnification language before joining any board.

Program Videos

Full Program Video - Beyond the Public Playbook: Governance in the Private Capital Era | Recorded May 14, 2026

What Is Private Capital — And Where Is It Headed? | Recorded May 14, 2026

Private Credit's $3 Trillion Problem: Defaults, Risk, and Board Oversight | Recorded May 14, 2026

Private vs. Public Boards: What's Really Different About Governing a Private Company? | Recorded May 14, 2026

Is ESG Dead in Private Capital — Or Just Quietly Still There? | Recorded May 14, 2026

How Private Equity Really Picks Its Board Directors — And What Happens When the CEO Struggles | Recorded May 14, 2026

Before You Join a Private Board: Comp, Evaluation & D&O Insurance | Recorded May 14, 2026

Is Private Board Service Right for You? Final Thoughts from the Experts | Recorded May 14, 2026

Program Resources

• NACD Private Company Governance Resources
• NACD Quarterly Survey: Q1 2026 - Private Company
• How Independent Private Company Directors Can Be Game Changers
• Unlock Value Through Governance in Private Equity Portfolio Companies

Panelists

Robert Greene

President & CEO, National Association of Investment Companies; Director, Transworld Systems, Inc., Synergy Equipment, MediaCo Holding Inc., Digital Management, LLC

Robert L. Greene is the President and CEO of the National Association of Investment Companies (NAIC), where he has led the organization for over 15 years, championing the advancement of alternative-asset class investment firms...

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Michelle Lewis

President, 1911 Advisory LLC; Director, Adentra Inc.; Chief Business Officer, BLOX Holdings LLC

Michelle Lewis is an accomplished independent director, private equity principal, and C-suite executive with deep experience in industrial manufacturing and distribution businesses. She is recognized for elevating performance, driving sustainable growth, and creating value through strategy, capital allocation, and operational excellence...

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Emily Rollins

Director, Dolby Laboratories, Xometry, Inc., Dwolla, Inc., OpenSesame Inc., Greenhouse Software, Inc., Austin Healthcare Council

Emily Rollins currently serves on the boards of directors of Dolby Laboratories, Inc. (NYSE:DLB), Xometry, Inc. (Nasdaq: XMTR), Dwolla, Inc., OpenSesame Inc., and Greenhouse Software, Inc. as well as non-profit entities, including the Austin Healthcare Council. Rollins has an extensive network and is a thoughtful, strategic connector...

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