Recent Developments for Directors — February 2026

Boards and Committees Sharpen Focus on AI Oversight

AI has become a regular boardroom topic as its applications proliferate and its evolving capabilities pervade daily life. Boards are formalizing AI oversight and signaling that AI is integral to long-term strategy. Nearly half of Fortune 100 company boards have delegated AI oversight to a specific committee, such as the audit or governance committee. Committee responsibilities for AI oversight include the review of AI strategy, deployment, and risks. Boards face a fundamental question of who will own AI governance and the risks and opportunities it poses for the enterprise. Boards are tasking specific directors with oversight of AI-related matters and adding directors with AI expertise to facilitate board-level monitoring and oversight.

Company Disclosures Highlight AI Risks and Uncertainties

As companies evaluate AI’s potential impact, they report unique ways in which they expect AI to affect their future, many of which remain uncertain. Nearly 75% of S&P 500 companies have identified AI as a material risk to their business. Commonly cited AI-related risks include cybersecurity vulnerabilities, IP exposure, reputational harm, regulatory uncertainty, and risks of AI-induced bias, inaccuracy, or operational failure. The SEC expects companies to provide tailored and verifiable AI disclosures without hyping AI capabilities, a trend likely to continue as AI’s influence grows. Companies are taking proactive steps with AI disclosures to update and refine AI-related risks and capabilities.

Boards Consider How AI Will Rewrite the Activist and Proxy Voting Playbook

AI is reshaping shareholder activism and proxy voting, and changing governance expectations for public company boards. As activists deploy AI, companies strive to anticipate and prepare for AI-enabled campaigns. Activists and institutions use AI to mine company data for vulnerabilities, identify like-minded shareholders, and forecast proposal and director slate outcomes, enabling earlier outreach and more coordinated campaigns. 

AI is also moving into proxy voting, with large investors piloting in-house AI tools to disrupt an industry long dominated by proxy advisors like ISS and Glass Lewis. AI-focused shareholder proposals have increased over the past two proxy seasons, with proponents urging enhanced disclosures on AI ethics, bias, privacy, workforce impacts, and data sourcing. Although overall support has been modest, several proposals have prompted commitments to stronger AI oversight and reporting. In parallel, companies are engaging their largest investors on AI implementation and risks, and, informed by that feedback, are updating governance frameworks to incorporate AI-related policies and controls.

Boards Look for AI Skills and Prioritize Training

With AI’s expanding reach, boards are working to ensure their directors have the right skills and complementary expertise. Boards are bolstering AI expertise among directors through targeted recruitment, inclusion in skills matrix disclosures, and continuing education. Disclosures increasingly highlight AI or technology proficiency among director qualifications. Boards continue to seek advice from AI experts and to benchmark against industry peers on AI-related topics. Nominating and governance committees are integrating board-level AI expertise into evaluations and director succession planning, recognizing the need for additional expertise to improve board oversight of strategic decisions relating to AI and its potential enterprise-level effects.