When Shareholders Stop Being Owners: One Operator’s Case for Active Stewardship

When Shareholders Stop Being Owners

What Happens When the Governance Apparatus Protects Everyone Except the People It Is Supposed to Serve

There is a version of corporate governance that looks near-perfect on paper. Independent directors. Diverse committees. Rigorous disclosure. Proxy advisors issuing recommendations with the confidence of a verdict. And then there is what actually happens to shareholder value underneath all of it.

Regan McGee has spent the better part of two decades watching the gap between those two things widen. As the founder and CEO of Nobul, a real-time marketplace that changed how consumers buy and sell real estate, and as an operator who has worked across capital markets, private equity, and technology, McGee has developed a perspective on governance that most executives would hesitate to say out loud.

"Shareholders own the company," he says. "They should be treated like the owners."

Simple as it sounds, that principle turns out to be genuinely radical in practice.

The Governance Theater Problem

Modern corporate governance is largely organized around process. Did the board follow the right procedures? Are the committees independent? Were disclosures made on time? These questions matter. But McGee argues they have crowded out the only question that should be central: are shareholders better off?

The data is uncomfortable for governance traditionalists. Research from Bain and Company found that over the 25 years from 1990 to 2014, founder-led public companies delivered more than three times the total shareholder returns of all other public companies. These are, notably, the same companies that governance watchdogs have consistently flagged: concentrated ownership, founders who won't cede control, pay packages deemed excessive by proxy advisors.

Amazon. Apple. Microsoft. Oracle. By conventional governance metrics, problem companies. By shareholder return, the standard everyone else is measured against.

"If you look at the companies that massively outperformed the market," McGee observes, "they're the same ones that governance lawyers and proxy advisors kept calling out. That should tell you something."

What it tells McGee is that much of institutional governance culture has optimized for the wrong outcome. Board seats go to credentialed names with the right affiliations. Compensation packages get benchmarked to peers rather than tied to meaningful performance. Proxy advisors issue sweeping recommendations on companies they may have spent little time genuinely examining.

The result is a class of directors who treat their positions as status symbols rather than responsibilities. "They've never really built anything," McGee says. "They look good on paper. And they deliver nothing."

When Protection Becomes Necessary

McGee is not an ideologue. He does not argue that all governance structures are useless, or that every founder-led company is well-run. His argument is narrower and more specific: the current framework has a failure mode, and it protects the wrong people.

He has seen it firsthand. Executive compensation structured to reward underperformance. Boards voting to preserve arrangements that serve insiders at the expense of shareholders. A company's stock losing the vast majority of its value while the people running it continue drawing pay well above market rates. The governance apparatus that is supposed to prevent this often either fails to catch it or actively ratifies it.

When that happens, McGee believes someone has to act.

His approach to shareholder activism is not about disruption for its own sake. "I've never delivered a negative shareholder return in my career," he says. That record is the point. When he has stepped in to challenge a board, it has been because the gap between what a company owes its shareholders and what it is actually delivering has grown too large to ignore.

"When a board puts its own interests ahead of shareholders and breaches its fiduciary duty, shareholders can be abused," he says. "I've fought for shareholders even when it's not popular, even when it gets me blowback."

A Shift Already Underway

The broader market appears to be reaching similar conclusions. Delaware's legal and regulatory dominance—long the default home for U.S. corporate governance—has begun to erode. Wyoming overtook Delaware in per-capita new business incorporations in 2023, driven partly by founders seeking environments with fewer friction points and more flexibility. High-profile reincorporations, including Tesla's move from Delaware to Texas, have signaled that even large public companies will leave the governance consensus behind when it stops serving their interests.

This is not a fringe movement. It reflects a genuine tension between governance frameworks built around constraint and the operational reality that building a great company requires the freedom to make bold, sometimes unconventional decisions.

McGee's view is that the market will keep correcting. Investors with long memories know which companies actually compounded their capital, and which ones simply maintained clean governance scores on the way to mediocre returns.

What Active Stewardship Actually Means

For McGee, being a genuine steward of shareholder value is not a passive role. It means treating investors as the customers they are. It means being willing to say publicly what is wrong, even when that creates friction. And it means holding yourself to a standard that is not relative to peers or benchmarks, but absolute: did the people who trusted you with their capital end up better off?

"You're either building and growing, or you're dying," he says. "There's no neutral."

In a governance culture that has grown comfortable with neutral, that may be the most consequential idea of all. The framework McGee has operated by—fight for shareholders, hold boards accountable, treat capital as a responsibility rather than a resource—is not a philosophy developed in a boardroom. It was developed in the field, across years of watching what happens when nobody does.