The Pinto, the MAX, and JP Morgan’s Audit Chair


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The similarities between the Ford Pinto and the Boeing 737 MAX are striking.

The Pinto was rushed through production in 25 months instead of the normal 43 months so that it could be included in the 1971 model year to stem the erosion of Ford’s subcompact market share due to fierce Asian and European competition. Ford knew that the Pinto had a faulty gas tank that could explode on impact, but they went ahead anyway.

Four decades later, Boeing did… the exact same thing. Boeing was caught flat-footed by the debut of Airbus’ fuel-efficient profit machine, the A320neo. They had nothing in their product roadmap that could compete with the A320neo in the near term, so Boeing decided to adapt their time-tested 737 to make it more fuel-efficient. Central to the cost-effective, rapid roll out of the MAX was that no pilot training be required (i.e., pilot training isn’t only expensive, but it would signal to regulators that the aircraft was a lot more than an updated version of an approved aircraft).

The only problem was that the adaptations to the 737 required a powerful software system that had two fatal flaws: (1) a single source of hardware failure; and (2) engineers knew that pilot training was absolutely required for the plane to be operated safely. Despite countless internal warnings, Boeing went to market with their “Pinto,” and we all know what happened.

Which brings me to a panel discussion I attended in San Diego in 2015 about cybersecurity with the then audit chair of J.P. Morgan, Labe Jackson. Jackson is unfiltered, he’s as smart as the day is long, and he doesn’t suffer fools very well. He seemingly became a bit impatient with the direction of the conversation that day, and gruffly said at one point, “Look people, the answer to all the hard questions in boardrooms are never going to be found in boardrooms. The answers are all [gesturing towards the crowd] … out there!”

It’s the wisest, simplest admonition I’ve ever heard regarding high performance oversight. And the failure to heed Jackson’s axiom is the root cause of many governance failures (e.g., Theranos, Uber, Lehman, Wells Fargo, Countrywide, etc.).

It turns out that “trust but verify” doesn’t work great if you skip the “verify” part.

Had the board members of Boeing regularly spent time “out there” meeting with employees, they would have heard what everyone else did while watching Downfall: The Case Against Boeing. Long-tenured quality control executives and engineers voiced terrified concern that one of the most storied brands in history was devolving into a culture that prioritized expedience over excellence.

I come from a family that reveres civil and military flight. Though I didn’t inherit any aerospace smarts, I do know two things that could have helped Boeing: (1) there are no shortcuts in aviation; and (2) when you ignore engineers, bad stuff happens.

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A globally recognized small-cap expert, Mr. Epstein has advised, governed, and invested in hundreds of small-cap companies. His capital markets and corporate governance acumen are products of a singular perspective – a former corporate attorney, operating executive, institutional investor, and, now, board advisor. As Bloomberg Businessweek commented regarding Mr. Epstein’s category-defining corporate governance book, “attention, directors of small-cap companies. Help is on the way.” 

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