Ground-Up Governance
Sound-Up Governance
Sound-Up Governance (ep17) - Kev Cowan and Matt Fullbrook are the biggest governance nerds (also some jamming)
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Sound-Up Governance (ep17) - Kev Cowan and Matt Fullbrook are the biggest governance nerds (also some jamming)

Part 2 of Matt's conversation with the new chair of the Ontario Securities Commission
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Link to OSC’s definition of SRO

Link to cover of Led Zeppelin’s Ramble On by KC Roberts & the Live Revolution

TRANSCRIPT

Matt (VO)

Welcome back to Sound-Up Governance. Today's episode is part two of my hang with my great friend and the new chair of the Ontario Securities Commission, Kevan Cowan. If you haven't listened to part one, what you missed was an awesome and nerdy conversation between two people who have spent an uncountable number of combined hours eating, sleeping and breathing corporate governance from hugely different perspectives. That and the story of how we met, which was through our other shared passion, music. Today's episode still has lots of governance nerdiness, but also a lot more music talk and a bit of playing. In fact, we recorded the entire conversation with guitars on our laps and took lots of jam breaks. Way back at the beginning of our chat, I asked Kev about his professional journey. Here's how that went down.

Matt 

I want to know about your new job.

Kevan Cowan 

Yeah.

Matt 

Okay. Can you describe first because it's an it's an astonishing path, can you and I hope I'm free in terms of time. So you kicked me out...

Kevan Cowan 

I have to leave for band rehearsal at about four o'clock.

Matt 

Okay. Tell me about your band practice first.

Kevan Cowan 

Well, so I play in a few hobby bands. They're all cover bands. As I was saying earlier. The one that I play most regularly with is a classic rock cover band. My brother and I go back to high school. He's the bass player. The singer we picked up in high school and the drummer we picked up in 1984. So we've played together a long time. We play all the usual stuff of Rolling Stones and Led Zeppelin, we have a singer who can pull off Led Zeppelin so that

Matt 

 That's amazing!

Kevan Cowan 

Yeah, that's tough to find. You know, everything from ZZ Top to rolling a lot of Rolling Stones, a little bit of Beatles, U2, all of that stuff. And it's a lot of fun. So we tend to when we have a gig coming up, we get together and rehearse usually just once. So we have a gig on December 16. So we're going to rehearse tonight, we'll run through a few sets and mix it up a bit.

Matt 

So what's your favorite ZZ Top album?

Kevan Cowan 

Deguello

Matt 

Yeah, me too. Yeah, it's like a greatest hits album, almost.

Kevan Cowan

Yes, it is. And it's still when they were, I don't mind the pop shift that Aerosmith and ZZ Top took. Good for them. But when you go back to those earlier albums, like Toys in the Attic, or Deguello, that, to me is where the purity of those bands were. They're also phenomenally well produced albums. In my opinion.

Matt 

I completely agree. Yeah, I deliberately tried to steal Dusty's bass tone from that album on a specific track on our new album. I just like I love the sounds. But I think there are people out there who wouldn't call that one of their early albums, right? Because they were like, 10 years in already.

Kevan Cowan 

That's a great point. Yeah, I'm talking. I mean, 2022 now, right. Yeah, it's all relative.

Matt 

But I think, you know, I feel the same as you. You know, I'd take that over Tres Hombres any day, although I love that album. Yeah, it's, there's just something about it. Even the covers they chose are so good. And like, you know, I just like doing Motown cover to start off the whole thing. It's just delicious. I love that album.

Kevan Cowan 

I one of my very first concert experiences when when they toured Deguello. And those were the days before tragedy, and they hadn't separated fans from the stage and I was literally leading on the stage watching them play.

Matt 

Where?

Kevan Cowan 

 At the Maple Leaf Gardens. Yeah, amazing.

Matt 

So Big Show. Big Show. Really big show.

Kevan Cowan 

I think that's when they hit it really big with Deguello. Like you say almost every song is a hit.

Matt 

Yeah. And and even the ones that weren't hit I mean, I don't really love Esther be the One, but...

Kevan Cowan 

That's the one song I would cut! Isn't that interesting?

Matt 

It could have ended right before that. And it would have been the album would have been too short.

Kevan Cowan 

Yeah. But that stuff they do, you know, like, you know, Cheap Sunglasses is one of my favorite songs to play. [Kev plays the riff to Cheap Sunglasses]

Matt 

I don't know if I've lifted this stuff.

Kevan Cowan 

And then oh, yeah, great stuff. And then I haven't done this in a while. [Kev plays opening riff to I Thank You]

Matt 

Right. So you know, that's an Isaac Hayes song. [Matt plays I Thank You]

Kevan Cowan 

Yeah. Great stuff. Yeah, well you nailed that!

Matt 

It's just ears. That's what I learned in my band. Ugh, that album's so good. I'm sorry. I'm just thinking through the track list.

Kevan Cowan 

Well the thing I love doing it stringing medleys together so we have Led Zeppelin medley that goes through four or five, maybe six songs all tight together just parts of each song and I love doing that kind of thing.

Matt 

Okay, well, we got to have a ZZ Top conversation someday. Okay, so you're going to band practice, but the other part of your life that's really important right now...So OK, tell it just describe, wherever you want to start, because basically from my perspective your life began when I met you. And I don't think that's probably I'm guessing that's not true. So tell me whatever part of your journey you want to tell us that took you from wherever to now.

Kevan Cowan 

Just a quick overview. So in terms of my working life, I started life as a lawyer. And I was very much on the typical lawyer track. I was at a large, Toronto law firm, and I went from summer student to articling student to Associate to Partner so it's exactly on that track. It was a great experience. And about 10 yearsin, in 1997, on January 1, I made a New Year's resolution that I wanted to leave the practice of law within two years. I was in no rush things were going well, I really enjoyed it. But it was just time for a change. And then in April of that year, I was reading Ontario Reports, a lawyers' magazine or lawyers' publication. And they were advertising for a lawyer at the Toronto Stock Exchange to come in and help clean up the pump and dump and boiler room activity that was going on in the over the counter market. And I'll never forget, I was sitting in my office on the 61st floor of Scotia Plaza, with this great view. And while I was reading the ad, I caught myself composing my cover letter. I thought that's a good sign. So the next morning, I went and sat in the headhunter's office, and I said, I know you're looking for sort of a second or third year associate, and I'm a tenure partner. But I really, really want to do this. So I went to the stock exchange. And I spent two years writing new rules to clean up all the pump and dump and boiler room activity, worked with a great group of people there and at the Ontario Securities Commission, and got all of that done, and was thinking okay, "what's next?" And I wasn't sure what I was going to do next. But then that in 1999, is when the so called realignment of all the Canadian stock exchanges occurred. And derivatives went to Montreal, senior equities to Toronto and junior equities, we're going to a new stock exchange formed from the merger of five junior exchanges across the country: Vancouver, Alberta, Winnipeg, junior list in Montreal and the over the counter market in Toronto. So I thought, "well, that looks fun!" So I hung around to work on that. And you know, lo and behold, six, seven jobs later sort of working my way through the exchanges. I ended up moving to Calgary as the President of the Venture Exchange, and then I moved back to Toronto as President of the Toronto Stock Exchange. And then I went away and worked on for about four years on the long standing effort to create a national or pan Canadian Securities Commission in Canada. And we made a lot of progress. But of the nine governments that had signed the deal to do it eight changed power through elections. So it was very difficult to sort of keep the momentum up. So that one's been put on pause for, you know, until we have another chapter where that gets pushed ahead. And then I joined the board of the Ontario Securities Commission,

Matt 

just like a few days ago. Oh yeah, just became Chair a few days ago.

Kevan Cowan 

I became a board member in in January. And we've gone through sort of a very, you know, a lot of change in the last few months. And then just last week, I was appointed chair.

Matt 

So okay. This is something I sincerely don't understand well. And so I suspect a lot of other people don't. Tell me a bit through the lens of, and I know when we're talking about corporate governance and the levers that the stock exchange and the Securities Commission have to pull are mostly compliance oriented, right? So that compliance and governance aren't the same, but they are related. But let's just imagine that whenever we're talking about governance, we're talking about the levers that those two organizations or institutions are able to pull. Tell me where they like... try to describe to me if you can, where the the where the authority of one stops and the other one begins and how they work together and why they're important to each other or not

Kevan Cowan 

Sure. Yeah, no, it is a really important question. And there's lots of different players in the market that play roles: the stock exchanges, the Securities Commissions, the new SRO formed from the merger of IIROC and MFDA, et cetera,

Matt (VO)

SRO means self regulatory organization. The Ontario Securities Commission defines an SRO like this: "An entity that is organized for the purpose of regulating the operations and the standards of practice and business conduct of its members and their representatives, with a view to promoting the protection of investors and the public interest." I'll put a link to the definition page in the show notes.

Kevan Cowan 

And in Ontario, it's even more complicated because you have FSRA, which you know, does other parts of the financial side of securities. But stock exchanges are, you know, bodies that people come to voluntarily to list their shares so that investors have more opportunity for liquidity and are more likely therefore to or more willing to invest in the company. Stock exchanges set...people think of them as a regulator. We can argue about whether that's the case, but they set listing standards. So like any brand, they set the standards for the quality of the product. In the case of a stock exchange, it's the financial and other tests that a company has to meet, to be listed on that stock exchange. And the market will see that as a certain stamp of approval of at a certain level, that it has met those standards. Now it does get a little bit gray, because the stock exchange is licensed by the Securities Commission. And the Securities Commission will often, you know, require or the stock exchange will volunteer that they, you know, do some things that might go beyond that. But essentially, at the end of the day, it really comes down to, you know, brand standards. The Securities Commission, the foundation is something, you know, very different. Going back to the 1930s and the aftermath of the Great Depression and the stock market bubble and all of that, the whole idea of investor protection by a government agency gained more and more prominence. And that's what the Securities Commission does. It does it various ways. It does it by, you know, licensing brokers, which are also overseen through the new SRO, of course. One that's very familiar to people, it reviews prospectuses. So, if a company is going to raise money, it has to give a document filled with all the material information about that investment. And if it's going public, that document has to be reviewed by the Securities Commission staff to ensure that it meets the standard of so called, you know, full, true and plain disclosure. And there's an interesting debate there, because the job of the Securities Commission traditionally, historically, is really to manage regulatory risk, not to manage investment risk. There is some blue sky, so called jurisdiction in the Securities Commission, and if you know, they can step in there, but it's really about making sure that the disclosure is adequate. So that's a big part of what the Securities Commission does, among other things, as well.

Matt 

So I suspect there are times, and I suspect you've lived through several of these, I'm sure you can give examples. But you don't have to, if they're if you can't share them. But I suspect there are times where one of those institutions wants something that they don't have the authority to get, but the other does. How do they or do they work together? Do they collaborate?

Kevan Cowan 

Absolutely. And a great example would be around diversity. So you know, several years ago, when all of us, everyone was pushing to find ways to get more diversity on boards, and of course, the early focus was very much around gender. But it obviously goes much beyond gender. But the Securities Commission in the absence of legislative change doesn't have a speedy path to you know, promote or require diversity. So for example, they could work closely with the stock exchange to say, "okay, what are your policies going to be?" And, "are you thinking about doing this?" Now, in that case, it very much, you know, does default to ultimately to legislation, and we're now seeing the corporate statutes move in that direction. But that's the kind of thing where the Ontario Securities Commission, for example, and other Securities Commissions had a policy objective. And there was various things the stock exchanges could do, starting with just communicating with their companies. And, you know, encouraging disclosure, that kind of thing. So there are areas where it might might crossover and other would be like a really, probably an even better example is majority voting for boards, because the Securities Commission didn't really have the authority or jurisdiction or the legislation to bring us into the modern age in terms of majority voting and the stock exchanges as a requirement of their listing standards, and that brand, you know, reputation standard we were talking about earlier, could actually require that. So and it was because the corporate legislation was so antiquated, it was sort of done in a funny way. But the result at the end of the day, was the stock exchanges led the way on majority voting, because they had the tools and the ability to do it for public companies.

Matt 

So just for reference before majority voting, a director in most listed companies in Canada could get elected with one vote as long as... because there was no vote "against" it was all just it was vote "for" or withhold.

Kevan Cowan 

That's right. And so the idea with the stock exchange was "we'll treat "withhold" as a negative vote." So you could actually start to bring in in the absence of legislative change, which takes a longer period of time, the stock exchanges could act more quickly. And that's actually a much better example than the diversity one I gave because diversity was really more the stock exchanges, just facilitating the policy objective or trying to help with what the Securities Commission's themselves were doing. Majority voting the stock exchanges stepped into the breach to make it happen more quickly. [Kev and Matt jamming]

Matt 

Oh nice!

Matt (VO)

That was a quick excerpt of us playing through one of Kev's tunes that he'd just shown me, including him taking a killer solo. So he's playing in several bands, writing his own music... I wanted to know more.

Matt 

Okay, so then like, what's the what's the objective here? And I'm asking this, it's the most annoying question because I'm a musician and talking about objectives is really kind of beside the point. But like, what's the what's the bullseye? You write some tunes? Then what happens?

Kevan Cowan 

So Matt, I play in two or three different hobby cover bands. And none of them do we do any of my original music. And so my bullseye would be at some point to have a band where I'm actually playing my original music as well as just playing in a cover band.

Matt 

Okay. And is that like, what's stopping you from that? I think I remember seeing you I came and saw you play a little show, and as far as I remember, you were playing some of your own tunes.

Kevan Cowan 

We did that night and you're right. That night, we did do a couple of our originals. And I think it's really just getting the time and the dedicated effort to get some guys over who actually want to do it, because it's easy to default to the cover band.

Matt 

Right? Okay. So the other thing that occurs to me as I wander through this world, and the intersection between the like corporate governance and senior executives and boards and all that and music, is, you know, all the big accounting firms, for example, have battles of the bands, like a lot of the law firms do this stuff, too. Why aren't people out there with music as part of their identity? Why don't they? You are! That's how we met? We'll tell the story later. But why do you think there aren't more people who are just like, "You know, I'm CEO and a musician?"

Kevan Cowan 

I don't know. I mean, maybe life just gets in the way. And you have to have a threshold level of passion to make the time for it, I guess. And life is busy. You know, so I don't know that I have a great answer for you. But that's probably what comes to mind for me.

Matt 

Okay, well, then let's ask for an instinctive guess. How many...what percentage would you say, of the, of the executives in your world, what percentage do you think are musicians? Or maybe a better question is you think is higher, lower or the same as the proportion of the rest of the world?

Kevan Cowan 

Oh, I would say it's probably about the same. Everywhere I go, I meet some people who, you know, dabble on guitar or dabble on piano. Many people have taken formal lessons, but don't keep it up later when life gets in the way. And then I'd say, you know, there's always a core of sort of 5%, maybe who actually put enough effort in it to go to rehearsal, get out with some guys and play the odd gig.

Matt 

So then we're talking one in 20 senior executives and corporate board members are probably pretty kick ass musicians.

Kevan Cowan 

I'd like to think it's that high. I I'm not entirely sure.

Matt 

I don't disagree with you. I think part of the reason I'm asking is that, like, I think there's a lot of them out there. There's a lot! And it kind of baffles me that it's not a bigger part of their outward facing identity, because the moment I tell people that I'm a musician, all of a sudden, the relationship is so much better. People, everyone can relate to music not many people can relate to the rest of the stuff.

Kevan Cowan 

I think it becomes more multi dimensional relationship, you know, when you have something to talk about. I mean, it's funny. I mean, most of the executives I meet, most of them have some kind of passion or hobby, at least when it gets past the, you know, the ages where your kids are busy. And you're basically a taxi driver. You know, for I know, there's a lot of executives who cycle I'm seeing a lot of

Matt 

Yes, it's the new golf.

Kevan Cowan 

It's the new golf. Obviously, golf is a big one. Cycling is the new golf, like you say. And then some musicians, I'd say it's sort of that's what I see the most. [Kev jamming]

Matt (VO)

That was another quick clip, I grabbed of just Kev sitting there casually jamming while I was dealing with some recording issues. So, as many listeners already know, I'm pretty disheartened by the lack of action on the part of boards of directors when it comes to finding ways to bring younger professionals to the table. Sitting with Kev I thought back to the story that Andrew Escobar shared back in episode five.

Matt  

Thinking about the unbelievable pace of change globally in financial services and us being in an interesting kind of conservative market there which has benefited us tremendously in certain circumstances. One of my good friends who's also a former guest on this podcast is a guy named Andrew Escobar, who is mid 30s, he's got, already in mid 30s, a dozen years of experience on a very sophisticated board. He's professionally, he's in open banking. So he's kind of beyond the bleeding edge of where we're at in Canada. And being actively discouraged by a lot of corporate leaders who when he says, you know, "should I keep on doing this governance thing?" A lot of really big names, who I won't mention, are telling him, "Nah, wait to just do that later." And I find that almost offensive, but I'm curious for your reaction.

Kevan Cowan 

So I was by that example, I was impressed. I was sort of flabbergasted in a really positive way that someone of that demographic would have this interest in governance, and I thought it was fabulous. And it reminded me a little bit... You know, when I was in law school, a classmate was Carol Hansell, who is, you know, a really well known corporate governance person. And she would talk about corporate governance. And I'm going to be honest, I didn't really know what it was, didn't sound very interesting. I was sort of amazed. And it sort of harkened me back a little bit to that. Seeing this young person who was so engaged and focused on this. And I disagree with the advice that some people are giving him, I'd say, "keep it up, it's gonna be better for all of us!"

Matt 

Yeah, I mean, my instinct is that if I asked 10 boards, to design the perfect next board member, nine of them would say "that!" Accidentally. But then at the same time, if Andrew were sitting right in front of them, they usually find an excuse not to go that direction. And you know this is, I sometimes I wonder if maybe and this is... it's more of a rhetorical comment than a question. I wonder if there's maybe a role, especially going back to the diversity comments earlier, for regulators and quasi regulators to kind of nudge this, you know, nudge boards away from that typical director profile to actually achieve the board makeup that we really want, which is, you know, not just a bunch of CEOs and lawyers and so on.

Kevan Cowan 

Yeah, I mean, I think here, you're touching on, at least implicitly, you know, shades of that diversity, and we tend to think of diversity as, you know, gender and race, but diversity includes experience. And and that's a really critical component of diversity. And, you know, I hope we have that, or at least people are thinking about that, anyway. Most most boards, I think, are using skills, matrices and self evaluations to try and find out where the gaps are. So you're getting the diversity and experience. But you're right in the sense that, you know, demographics, and age and experience and industry, all of those things play on diversity, and you don't want them to all the boards that look the same.

Matt (VO)

There's another question that I've been kind of obsessed with that has to do with board independence and diversity from a bit of a different angle. Who better to ask than Kev?

Matt 

I had a question about youth and independence and all that stuff that I actually really want to talk about. So let's both imagine a number and we'll be honest about it. Let's say the median director pay for a TSX 60 board Member?

Kevan Cowan 

Oh, I'm gonna Well, first of all, Matt, I'm just not up on this

Matt 

Doesn't matter. Let's just imagine something because I'm not up on it either.

Kevan Cowan 

TSX? Not TSX-V?

Matt 

TSX 60 yeah.

Kevan Cowan 

Median pay.

Matt 

Yeah, just ballpark. I've got a number.

Kevan Cowan 

Like everything all in, you know, cash, equity compensation.

Matt 

Yeah. Not chairs,

Kevan Cowan 

Not chairs, not chairs of committees, just board pay median TSX 60? $125k? $150k?

Matt 

I was thinking $200k, but we're within an order of magnitude.

Kevan Cowan 

I'm no expert on this.

Matt 

Well, we're probably both wrong. But it doesn't matter, it's still a lot. So here's my question. Do you have to be wealthy to be independent on a TSX 60 board?

Kevan Cowan 

Well to be independent financially, or independent as an independent board member?

Matt 

To be functionally independent, not independent on paper, functionally independent?

Kevan Cowan 

Well, I think we're into that area of human nature where it's different for everybody, right? And your commitment to principle versus where you might subconsciously or otherwise be kind of, you know, moved a bit or thinking about your own interest. I don't know. But I don't think so.

Matt 

There's a practical side to this, though.

Kevan Cowan 

I mean, I'm more of an idealist.

Matt 

Oh me too! Yeah, I also am I don't think I think we've gone way overboard on independence. I don't understand why there's not more non independent board members. It makes no sense to me. So I'm not preaching in favor of independence. But I do want to make an argument that, let's say, for me, I've never had a corporate job. I worked at a university for 20 years. I've made a lot of really good decisions, but none of them have been financially motivated. And, and $200,000 a year would be really meaningful to me, like really meaningful. So it would be really hard for me, especially once I was in there for a while, losing it would matter a lot. And I'm not saying that I would, therefore, be compromised, but the potential is there. And that potential is eliminated by being wealthy.

Kevan Cowan 

Well, maybe, you know, maybe independent wealth solves all kinds of conflict issues in life generally. So I'm not going to argue that it, you know, wouldn't have a positive effect on an independent frame of mind. But I don't know, I think, I think corporate governance is improving by leaps and bounds. And if you look at the skills matrix, and experience and the fact that governance committees are running these processes, and you, in my experience, have some pretty committed chairs of governance committees who are running all of this, and it's it is separated from management, and it, it's not directly tied to management viewing your decisions as being inconvenient, or not supportive of where they want to go necessarily. So I think we're making lots of progress there. And I'm, you know, you can always, you know, within the realm of looking for independence, you can always find ways to shore it up and make sure that it's, it's happening, but I think we're making lots of progress.

Matt 

So and I also think you described a while ago an important set of conditions, which is to reinforce both in advance but even more importantly, afterward, when someone has present presented a counterfactual or not supported a decision or whatever powerful thing they've done, as long, as they've done it in a constructive way, to reinforce that that's important so that when someone does potentially feel conflicted, they still have the confidence that they can disagree without losing their job, for example.

Kevan Cowan 

Absolutely! To me, it's just everybody needs to understand and accept and promote and encourage the fact that alternative viewpoints, not just people who are doing it for the sake of doing it, but who've thought about it and puts the time and effort into articulating their position is one of the most valuable things in a boardroom.

Matt 

Yeah, yeah, I sometimes say now, and I've been in a lot of boardrooms, and I would estimate that the most common emotion that I see is embarrassment that manifests in, you know, someone's unwillingness to say something in the plenary of a boardroom, but to say it immediately after in or...

Kevan Cowan 

I have a no water cooler rule that I try to impose in anything or I'm sorry, not imposed, try to encourage anything that I'm in. So anything to be said gets set in the room, you don't go into the hall, you don't go down the water cooler and talk about it after the fact. And yeah, you've got to promote that culture in that environment, where people do that. And if somebody, you know, I can think of a few meetings ago, I was involved in a not for profit board, and somebody was clearly embarrassed about a position they had taken. And, you know, I hope I didn't go overboard. But I made a real point of tying to how that view helped us in our decision and made our decision stronger.

Matt 

Yeah. And there's, we can imagine any number of reasons why anyone might feel embarrassed under any sort of set of circumstances and how it's such a moving target. But to acknowledge that this just because it's a place that drips with, you know, solemnity and gravitas, that it's still, you know, we're a bunch of fallible, really flawed people who are going to mess up a lot. How do we get the most out of each other under those circumstances?

Kevan Cowan 

And that that sort of embarrassment thing can sometimes maybe tie in to somebody in the board room, you know, going to school on an issue, rather than, you know, expressing an alternative view which they should not be embarrassed about. You know, I think we should all try to strive to take the going to school part of it, you know, not do too much of that in the boardroom. It can get a little inefficient for the timing.

Matt 

At one point, Kev realized that he recognized the bass guitar I'd brought because he'd seen it in one of my band's videos. This caused us to veer off into a conversation about music, memory, curiosity and aging.

Kevan Cowan 

Now, I don't know if that's the same bass, but definitely the same strings you played in your cover of Ramble On by Led Zeppelin.

Matt 

Yeah, same bass!

Kevan Cowan 

Which is unbelievable, Matt! Just blew me away.

Matt 

Thanks. You know, I got to give more credit to KC than anybody. I mean, it's just it's amazing. Not just the stuff that all the brilliant stuff that he does with our band, but he gets this inspiration to rethink songs that he loves. And every single time, it's like he'll come into a rehearsal and say, "guys, I got this new idea." And we're all just like "Where'd that come from? It's so good!" It's so and it's such a great balance of reverence for the original material and an opportunity to showcase us right? What we're up to. And I'm really spoiled.

Kevan Cowan 

Well, of course, I love all your original music and the latest album is fantastic. And the instrumental on it is probably you know, the title track instrumental's probably my favorite of all of your originally recorded stuff. It's just so fantastic. But I do love what you've done with some covers and Rock & Roll. I'm a big Zeppelin fan.

Matt 

Don't ask me to remember that one that one's got that massive riff that like 16 bar riff that I'll never remember if my life depends on it.

Kevan Cowan 

Oh, wait, you mean in your own intro? Yeah, no, I was blown away. Because I actually meant to ask you when you guys were recording that. And before you actually get to the song and you have your whole funky, original intro up front. How on earth do you remember that?

Matt 

Yeah, so in cases like that, because KC does have every once in a while he'll, he'll say, "Okay, I'm sorry, guys, but this one's weird." And a lot of the time, what he'll do is he'll record it at home just on a guitar or whatever, and send it to us. And we get the time to absorb it before we walk in the room. And that's part of the that's a really important piece of the puzzle is internalizing it, not just so that you remember it, but so that you've got it solid enough that you can make it feel good. Because those are two different things, right? It's hard to make somebody feel good when you barely remember it.

Kevan Cowan 

Well, it that part just blew me away remembering that and it made me think of me, Matt, you're an awful lot younger than me. But as you get to my age, if you're an executive who also plays music, it's great, because we keep hearing that at our age to ward off, you know, Alzheimer's and things to have either a new language or a new instrument is a great thing to do. And I was thinking of you memorizing that thing. And well, "yeah, that'd be a pretty good way to keep my mind active."

Matt 

You know, there's an interesting thing, I actually was having a conversation with my dad yesterday or the day before, about exactly what we're talking about now, which is, even in music, for better or for worse, you I'm sure you've come across this to you meet people who have so deeply latched on to one way of doing things. And their mind is closed to learning new stuff, or they're not willing to put in the time. Versus the other people you meet where when they see something they don't understand, they're just like, "what is that? I need to know that. How do I do that? How do I use it?" You know, so there's, and I think that there's this same variance in all the different parts of my life. But I wonder and I'm sure there's no science about this. I wonder if the curiosity plus music is really where the magic happens in terms of of the memory and retention and aging and all that stuff. I wonder if we can all sit down and just play the same old shit we've always played?

Kevan Cowan 

Yeah. Well, I had I completely agree with where you're headed with those comments. And I had an amazing experience years ago, probably seven or eight years ago now, pre pandemic, my family was at the cottage for the summer. So I rented this drum kit behind us. And my goal for the summer was to learn to play drums and I was very frustrated for five or six weeks. My mind wasn't processing for different body parts

Matt 

It's so hard!

Kevan Cowan 

Yeah. But just as I was about to give up, I was working on something that had three body parts moving with more of a simpler of the fourth part. And all of a sudden, it was like a window opened in my brain and so a little bit of light came through, and it was like a click. And all of a sudden, it was there. And I almost felt like my mind expanding or at least taking on greater competency. It was amazing.

Matt (VO)

Well, that's basically everything I have to share from my amazing hang with Kev Cowan. Putting this episode together, I worried a bit that it would feel like we were bouncing all over the place with no narrative thread or valuable information. Sitting with it now, in addition to the value of Kev's governance, insights and musical talent, the most important piece here to me is that we need reminders that even the most powerful and influential people, those who are most embedded into our markets and systems are fully formed human beings. I mean, of course they are, but the headlines and regulations and all that other publicly available stuff kind of trivializes the people. Lucky for me, Kev is no trivial person, but rather a brilliant, thoughtful, talented and hilarious, dude. Before we wrap up entirely, I'd heard a rumor that Kev might have been the inspiration for the character Garth in Wayne's World. I had to ask him about that.

Matt 

So one of the things I learned hanging out with with Kev and Eleanor [Fritz] and I'm looking at a drum with with Garth's face on it from Wayne's World. And I want to know the connection between you and Garth.

Kevan Cowan 

Well, I went to and you know, I've heard that firsthand this has been denied, but I think it's pretty... I went to the same high school as Mike Myers. I played in a in a basement rock band, our singer's name was Wayne, his hair was parted in the middle. We used to have these big parties and tons of people were there. And everyone knew about it. And I'm guessing that somewhere in there there is a mix of some of that somehow filtered into you know, the writing of all of that. I had long frizzy hair just like Garth, I wore ridiculous glasses just like Garth. And the night, the very first night the skit was on SNL, the phone just started ringing off the wall. And so I'm not you know, Mike Myers is an incredible talent. I love everything he's done. But many people believe that there's some very direct...

Matt 

And even if there is it takes nothing away from him.

Kevan Cowan 

That's right.

Matt 

And I'll make I'll make sure to include a photo of the Garth drum

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