The Corporate Director Podcast

Episode: What Directors Think 2026: AI, M&A and the Next Era of Board Oversight
Date: January 28, 2026
Host: Dottie Schindlinger (Executive Director, Diligent Institute)
Co-Host: Megan Day (Strategy Leader, Diligent)
Guest Interviewer: Kira Ciccarelli (Head of Research, Diligent Institute)
Guest: Melanie Nolan (Head of Research, Chief Executive Group)

Episode Overview

This episode dives into the results of the annual “What Directors Think” survey, focusing on how AI, M&A, and risk are shaping the priorities and oversight responsibilities of U.S. public company boards heading into 2026. The discussion touches on key trends in board turnover, the shifting focus to AI expertise, organizational priorities, and the evolving role of directors as the scope and complexity of their responsibilities continues to expand.

Key Discussion Points & Insights

1. Unprecedented Board Turnover and Its Causes

• Mass Resignations: The hosts discuss a recent Agenda article highlighting that nearly five times more directors stepped off U.S. public company boards in 2025 than the year before, marking a dramatic shift (00:51).

• Underlying Factors:

  • High M&A activity leading to board consolidation and seat loss.
  • Shareholder activism and increased performance scrutiny.
  • Retirement ages and enforced succession plans.
  • Directors choosing to step down for work-life balance or because they've taken new C-suite roles.

• Notable Quote:

  “It also mentioned in this article that there were a handful of directors who left because they wanted a better work-life balance...which I find kind of fascinating.”
  — Dottie Schindlinger (02:33)

• Demographic Shift & Norms:

  • The Baby Boomer generation is reaching board-mandated retirement ages, but what’s new is directors leaving by choice, not just attrition.

• Discussion of Whether This is a Spike or New Era:

  • “Are we entering some new era where this type of turnover is going to be the new norm?”
    — Megan Day (04:16)
  • Dottie notes a clear trend line of declining net board members since 2020, with a dramatic, “stampede for the door” in 2025 (04:26).

• Broader Context:

  • Shrinking number of public companies and IPOs, more companies staying or going private due to scrutiny and compliance burdens.
  • Calls for enhanced investor protection in private markets as their influence grows (06:43).

2. Introduction to “What Directors Think” Survey

• Survey Background:

  • Continuous since 2002, it’s among the longest-running, most comprehensive benchmarks for board sentiment and practice (09:39).
  • Focuses on top concerns, board composition, priorities, education sources, and trendlines year-over-year.

• Melanie Nolan:

  • Oversees all quantitative research at Chief Executive Group, benchmarking for C-suite and board decision-makers (08:11).
  • Research aims to surface real challenges and how companies attempt to overcome them.

3. Key Findings of the 2026 Survey

a. Top Priorities for Boards and Companies

• Growth Still #1, but via Different Means:
  • 2026’s top organizational priority: Growth through M&A, overtaking growth through new products/innovation (12:15).
  • For board discussion: AI and technology integration is now the leading focus (12:15).
  • Tension Identified: What’s prioritized for the organization vs. what’s prioritized for the board’s discussion differ.

b. The Surge of AI Across Boardroom Agendas

• AI’s Permeation:
  • AI expertise is the 4th most sought-after qualification for new directors—an unprecedented jump (14:38).
  • AI is viewed as a broad strategic issue, not merely a technical or IT matter.
  • Directors see AI primarily as an opportunity, not as a business model risk (less than 1 in 4 do), nor is it often integrated into scenario planning (14:38).
• Notable Quote:

  “AI expertise is now the fourth most sought-after qualification for new directors to join a public company board... It is, I think, the topic right now.”
  — Melanie Nolan (14:38)

c. The Evolution of Board Risk Oversight

• Top Risks for 2026:
  • Sudden downturn in the U.S. economy (55%) and “Black Swan” events (31%) top the risk list, with AI far lower as a risk concern (17:11).
  • Board risk discussions tend to focus on known macroeconomic factors rather than emerging technology risks.

d. Board Composition & Future-Proofing

• Broad Experience Still King, but AI Gains:
  • Traditionally boards have shied from specialist-narrow backgrounds, preferring broad C-suite or industry experience.
  • Now, AI expertise is, for the first time, challenging that hierarchy (18:56).
  • Interpretation: It reveals a hunger for education and understanding about AI’s potential and implications.

e. Board Process & Meeting Dynamics

• Desire for More Strategic Discussion:

  • Directors routinely express a wish for less time on management presentations and board book re-reading, more time for probing strategic questions (24:45).

  • Frustration that this has not been remedied persists across survey years.

  • Boards want “better,” not just “more” data; AI is seen as a potential helper for focusing meetings on forward-looking strategy.

  • Memorable Exchange:

    “Directors have been consistently telling us now for, I don't remember how many years? But they wish they spent less time on management presentations... and they want more time to just discuss what's in it.”
    — Melanie Nolan (24:45)
    “When they say they want more data, they don't want a data dump... They just want better data.”
    — Melanie Nolan (26:52)

Notable Quotes & Memorable Moments

On Boardroom Turnover and Pressure

• “I wonder if for some directors who are maybe having served on their board for close to 20 years at this point, if they're just saying, I'm not learning AI, I'm sorry.”
  — Kira Ciccarelli (34:09)

On the Expanding Scope of Director Responsibility

• “It's really just the scope of the issues under their purview and the amount of things you have to be able to oversee and link together and connect back to your strategy...”
  — Kira Ciccarelli (23:26)

On AI’s Double-Edged Sword

• “Board directors are kind of ranking AI risk a little bit lower than some other things...and they're thinking about AI with more of this opportunity lens. In Asia Pacific, though, that was not the case...they’re thinking about AI very much in a risk lens.”
  — Kira Ciccarelli (37:26)

Timestamps for Important Segments

• Board Turnover Trends and Causes — 00:51–06:43
• Introduction to Survey & Melanie Nolan's Role — 07:41–09:39
• Survey History and Method — 09:39–11:26
• Key Organizational & Board Priorities: M&A and AI — 12:15–14:38
• AI Findings & Board Risk Outlook — 14:38–18:11
• Strategy, Process Improvements, and Meeting Structure — 24:45–27:11
• Regional and Risk Attitude to AI — 37:09–38:32
• Future of Board Service, Outlook for Next 10 Years — 28:28–29:08

Additional Insights & Forward-Looking Perspectives

• Directors’ Experimentation with AI in Corporate Governance Still Lags:
  • While advocating for business adoption, most directors aren’t using AI tools for board work or oversight yet (21:21).
• Enduring Process Challenges:
  • The disconnect between desire for strategic board discussions and meeting reality persists, with hopes that AI can shift dynamics toward more forward-looking governance.
• A Shrinking Pool of Board Members:
  • As demands and scrutiny rise, serving on multiple boards may become untenable—“I doubt that in the future...sitting on more than two boards is going to be commonplace anymore.” — Melanie Nolan (28:28)

Where to Find the Report

• Full survey results and related content will be posted at boardmember.com under “Research,” in the print issue of Corporate Board Member magazine, plus through webinars and regular articles (27:15).

Closing Thoughts

The episode frames 2026 as a pivotal year in board governance, with directors grappling with the dual disruption of robust M&A activity and the growing imperative (and anxiety) about AI adoption—both as an organizational tool and as a board competency. The “What Directors Think” survey delivers a comprehensive snapshot: new priorities, persistent frustrations, and the sense that the job of corporate directors is being redefined by complexity, speed, and technology.