Podcast Summary: The Corporate Director Podcast
Episode: From AI Oversight to Algorithmic Accountability: 2025 Governance Year in Review
Date: December 17, 2025
Hosts: Dottie Schindlinger (Executive Director, Diligent Institute), Megan Day (Strategy Leader, Diligent), T.K. Kerstetter (Governance Veteran)
Theme: Reflecting on 2025’s biggest governance stories, predictions, and trends, with a focus on AI, board skillsets, algorithmic accountability, and boardroom culture.
Episode Overview
This special year-end episode reunites the podcast’s key voices—Dottie Schindlinger, Megan Day, and T.K. Kerstetter—for a lively roundtable on what shaped corporate governance in 2025, reviewing their own past predictions, unpacking headline-making governance stories, sharing top governance reads and listens, and forecasting what directors will face in 2026. The conversation maintains a spirited, collegial tone while offering deep insights and memorable, sometimes humorous, moments.
1. Grading the 2025 Predictions
[01:19 – 06:33]
T.K. Kerstetter: Political Impacts on Boards
- Predicted the Trump administration would drive board-level changes.
- Cited DEI rollbacks, tariffs, and regulatory flux as major sources of boardroom disruption.
- “I definitely think that the administration has presented issues that have forced boards to really be very alert to all that's going on and trying to adapt.” (T.K., 01:46)
- Group Grade: A
Megan Day: State vs. Federal Regulation, DEI Collapse
- Anticipated more state-level action (on climate, DEI) compensating for federal inaction.
- Felt regulatory focus was diverted elsewhere, with California, New York, and Texas providing only partial examples.
- “There’s been too many other things for organizations and for governments to worry about that level of regulation.” (Megan, 03:29)
- Self Grade: D
- Group Grade: B-/C+
Dottie Schindlinger: AI Transforming Board Work
- Predicted boardroom work would be revolutionized by AI in 2025.
- Observed incremental gains (e.g., AI in board materials, minutes), but no sweeping transformation yet.
- “We don't yet have a majority of boardrooms... appointing an AI advisor or using AI-fueled scenario planning or things like that. I think we're going to see a lot more of that in the coming year.” (Dottie, 04:36; 05:54)
- Self-Grade: C+
2. 2025’s Headline Governance Stories
[06:33 – 17:26]
Megan Day: OpenAI’s Nonprofit-to-For-Profit Flip
- Highlighted OpenAI’s shift toward IPO readiness—a rare move.
- Raised ethical and governance questions about balancing mission and market demands.
- “How do you balance innovation and ethics when quarterly earnings are front and center?” (Megan, 07:05)
- Noted that proactive status changes for nonprofits are unusual in U.S. business.
Dottie & T.K.: The Broader Impact
- Dottie observed OpenAI may have “outgrown” the nonprofit model by sheer market success.
- T.K. focused on the lag between real-world AI developments and regulatory oversight.
- “Somebody’s got to get on top of [the regulatory] gap, because if not, that creates the… wild, wild west. And that opens the door for the bad actors.” (T.K., 09:02)
T.K.'s Pick: AI Board Oversight
- Cited a major governance headline: “AI Board oversight is moving from nice to have to a board priority.”
- “You directors can't just know a little bit about it… [You] have to do their homework or we… start to get into… board evaluations and [whether] the right people are in the room.” (T.K., 10:33 – 11:12)
- Need for intentional skillset refreshment and deeper director expertise.
Dottie’s Pick: The Elon Musk Governance Saga
- Musk emerged as the year’s most disruptive governance figure, with high-profile compensation battles (incl. $1T package), headquarters moves, multiple CEO roles, government jobs, and public controversies.
- “I’m really hard pressed to think about another figure who has pushed conversations around corporate governance more in a single year… If I was to try to compare him to another historical figure… Henry VIII.” (Dottie, 12:11, 13:22)
- On Tesla’s board: “That's got to be one of the roughest gigs out there right now in corporate governance.” (Dottie, 14:26)
- Megan and T.K. discussed additional Musk headlines: regulatory troubles in Nevada, alleged bribery, and troubles with the Tesla 3.
T.K’s Take on Musk
- Admired Musk’s innovative drive but questioned his leadership style:
- “Some of my admiration was taken away, to be quite frank, when he stood in front of whatever audience it was with the chainsaw.” (T.K., 16:10)
- Emphasized the strain and complexity for boards overseeing such “rogue” visionaries.
3. Best Reads & Recommendations of 2025
[17:39 – 20:47]
Megan Day:
- Careless People by Sarah Wynn Williams—A candid account of governance and idealism-turned-realism inside Facebook.
Dottie Schindlinger:
- The Rest is History podcast—Global governance lessons via history’s leaders and decisionmakers.
- “They gravitate to stories of leadership and governance writ large… There’s just a lot of things you can extrapolate from history in corporate boardroom settings.” (Dottie, 19:27)
T.K. Kerstetter:
- PwC’s Annual Corporate Directors Survey (also discussed on their podcast).
- Noted the sharp, years-long rise (now at 55%) of directors wanting to replace a fellow board member.
- “That sends a very poor message… that somebody is not making the hard decisions of making sure the right people are in the room.” (T.K., 21:27)
- Linked to persistent shortcomings in board evaluation and refreshment practices.
4. 2026: Governance Trends & Predictions
[25:56 – 35:50]
T.K.: The Ever-Expanding Director Job Description
- Predicts increasing complexity for directors: AI risks layered on top of cyber, regulation, and geopolitical factors.
- “I just think the complexity of the job is getting way, way complex.” (T.K., 27:09)
- Emphasizes need for adaptability and strong leadership.
Megan Day: The Rise of Algorithmic Accountability
- Boards will need to move from “using AI” to “explaining, auditing, and ethically overseeing” AI as central to governance.
- “Can we prove it's ethical? … Maybe we’ll start to see some governance frameworks emerge that maybe even treat algorithms… like financial statements.” (Megan, 29:07)
Dottie Schindlinger: AI-Driven Shareholder Lawsuits
- Boldly predicts 2026 will bring first cases of shareholders suing boards for AI-related decisions (either for ignoring AI, misusing recommendations, or following them to a bad result).
- “2026 is going to be the first… year where we're going to see some AI-related shareholder action against boards… in the bucket of what I'm going to call duty of care.” (Dottie, 30:00)
- T.K. expects lawsuits, but doubts liability unless boards fail to show good process: “As long as you do your homework… somebody’s not going to be a Monday morning quarterback and say, ‘that was a bad decision.’” (T.K., 31:25)
5. Closing Reflections
[36:02 – 37:59]
- Recognition that 2025 was wild and full of surprises that were hard to predict.
- “The first six months were filled with plenty of things that none of us predicted or would ever predict.” (Megan, 36:06)
- Consistent message: the governance landscape keeps evolving rapidly—directors must keep learning and adapting.
- “[Hidden] in the fun we’re having is… some messages that are thoughtful that hopefully will be helpful to our listeners.” (T.K., 36:53)
Standout Quotes & Moments
- “AI board oversight is moving from nice to have to a board priority.” (Headline cited by T.K., 10:33)
- “I had a hard time thinking of any other set of stories that had that much ins and outs of corporate governance tied to [Elon Musk].” (Dottie, 12:46)
- “We’re going to have to become stewards of algorithmic accountability.” (Megan, 28:50)
- “You cannot just sort of sit by and say, 'well, this isn’t really going to impact the business.'” (T.K., 11:02)
Timestamps for Major Segments
- Reflections on 2025 Predictions: 01:19 – 06:33
- Headline Governance Stories: 06:33 – 17:26
- Best Reads & Listens: 17:39 – 20:47
- PwC Survey & Boardrooms: 20:47 – 25:56
- Predictions for 2026: 25:56 – 35:50
- Parting Thoughts: 36:02 – 37:59