I recently shared trends on The Proxy Season Blog about disclosing the board’s approach to AI oversight. Specifically, I noted that during the 2025 proxy season, more companies said that they had assigned oversight to a committee (typically the audit committee).

A related question is whether board composition is changing to reflect the impact of AI opportunities and risks. We talked a lot about the similar topic of “cyber experts” back when everyone started to realize that incidents could affect companies across a wide variety of industries, and interest from investors and Congress in oversight & expertise eventually contributed to the SEC adopting the cyber disclosure rules in 2023 (which built on Commission-level guidance from 2018).

So, it may not be a coincidence that Nominating & Governance Committee Chairs expect “adding new skills” to be the top driver of board refreshment in the years to come. According to Spencer Stuart’s recent survey of Nominating & Governance Committee Chairs, they expect the top 3 drivers to be:

1. Adding new skills,

2. Replacing retiring directors due to mandatory retirement or tenure policies, and

3. applying the results of board and director evaluations.

Interestingly, though, the “human dynamic” seems to remain just as important. When the Chairs were asked why they felt certain directors had overstayed their welcome, they said:

– Too long of a tenure (57%),

– Cultural mismatch (26%), and

– Being too busy outside the boardroom (22%).

Notably, “cultural mismatch” nearly doubled year over year from 14% to 26%, indicating greater issues around interpersonal dynamics and cultural alignment rather than technical qualifications. This is the first year that tenure was listed as a reason for replacement.

So, culture still matters. And remember that AI in the boardroom may come in the form of tools rather than individual experts. I also blogged last year that lengthy director tenures could be catnip to some activists – and shared trends in mandatory retirement policies.

– Liz Dunshee