#2 Gaps in Board Composition and Committee Leadership

We face a supply-demand mismatch in board talent. There are approximately 36 million board members across the United States, serving on nearly 9 million boards. Yet only about 9,000 executives nationwide possess both an AI-related skill set and risk management experience.

The pressure intensifies when you consider that boards are being asked to make increasingly complex decisions under greater scrutiny. Shareholder proposals related to AI governance quadrupled in 2024, and this trend is continuing in 2025. Many of these proposals demand disclosure of AI risk assessments and governance practices, sometimes even requiring third-party validation. Meanwhile, legal agencies—from the SEC to the DOJ—are making it clear that accountability is no longer optional. If an AI tool causes harm and your board failed to take adequate action, your organization could face criminal or civil liability under principles like the Caremark Doctrine.

Boards must immediately address composition. Does your board include members with firsthand experience managing AI tools or AI-related business decisions? If not, it’s time to revisit your board composition, consider forming or expanding technology and risk-focused committees, and potentially explore partnership with third-parties to serve as advisors to the board.

Some boards have begun appointing external advisors with AI fluency, particularly when internal training lags behind. Others are creating dedicated AI oversight committees, while still more are reevaluating the fit of AI governance under traditional audit or risk committees.

The underlying principle is clear: committee leadership must match the complexity of what it is asked to govern. If AI oversight is assigned to the full board or a standing committee, that group must be empowered with updated charters, clear authority, and at least one member (or an outside advisor) who is AI-literate.

#3 Board Training and Compensation Must Catch Up

The challenge of AI governance is not just about getting the right people in the room—it’s also about training them to make defensible decisions. Unlike traditional board topics, AI governance demands fluency in the rapidly evolving technology, layered risk models, and impact assessments. General familiarity is not enough.

Yet most board training programs fall short. About 60% of boards now offer in-house training, often supported by internal budget lines. Around 36% combine in-house and external expertise. However, only a small fraction (1–2%) rely solely on external board training partners. Given the complexity and speed of AI advancement, this is a dangerous gap. Boards should consider increasing cadence and involving external subject matter experts who can translate technical developments into actionable insights.

Compensation structures may also need to evolve. If your organization is seeking one of the ~9,000 qualified AI governance professionals in the U.S., expect to compete. These individuals are in high demand, typically limited in the number of boards they can serve on, and often command compensation beyond traditional norms. Boards should proactively assess whether their current compensation strategy is adequate to attract the AI-fluent leaders they need—and whether current committee responsibilities fairly align with compensation levels.

In some cases, hiring a full-time board member with AI expertise may not be feasible. In those cases, bringing on a dedicated board advisor or third-party auditor may be a viable alternative. Whether internal or external, what matters most is that your board has access to real-time, accurate, and interpretable information on AI risk and opportunity.

The Bottom Line: Responsible Boards Move First

AI governance isn’t a theoretical exercise. It is now a measurable indicator of board responsibility, fiduciary duty, and organizational readiness. Boards that wait risk becoming unfit stewards of their organizations’ digital future. Those that act—reassessing board leadership, rebalancing board composition, funding board training, and investing in AI literacy—will be positioned not only to manage risk, but to realize the opportunities AI presents for their organizations.

Is your board ready to lead in this new era?