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Governance Technology Evolution: Milestones & Shifts

When I first started in the governance technology space twenty years ago, the world was a very different place. Most companies were still governed by the rhythms of paper, pen and marathon meetings. At the time, Sarbanes-Oxley loomed large, reshaping how public companies understood and enforced accountability. Technology in governance was viewed mostly as a way to make board processes more efficient but not fundamentally different.

Back then, the pitch to boards was simple: let technology help you do what you’re already doing, but with less friction and better consistency. The truth was, many directors didn’t believe board service was all that complicated. The role was narrowly defined: hire the CEO, ensure the company’s general wellbeing, and report to shareholders. Risk oversight was barely on the radar, and the idea of technology revolutionizing governance felt, at times, like a solution in search of a problem.

Then came the iPad - both a popular executive holiday gift, and an unexpected inflection point in the governance technology space. Suddenly, directors realized the device could replace the unwieldy board books that weighed down their bags and their schedules. Within months, every governance technology provider rushed to market with an iPad app. Usage soared, but the core proposition for governance software hadn’t yet changed: it was still focused on making board meetings more efficient.

New challenges shift the governance paradigm

Around 2015, another shift occurred when board members found themselves besieged by new and complex challenges: cybersecurity breaches, ESG demands, shareholder activism, and the ever-expanding universe of stakeholder expectations. The job of the board was becoming more about risk oversight. Directors no longer had a passive role, but an active responsibility for scanning the horizon and anticipating what might come next. I started hearing directors say, “I want to see what’s coming around the corner.” That mindset shift was profound, and the focus moved from looking backward to looking forward.

This shift drove the next wave of innovation in 

 We knew that boards needed more than digital board books summarizing old data; they needed better dashboards, tools for smarter decision-making, and real-time insights. At Diligent, it was the spark that sent us down the road to becoming a true GRC (governance, risk, and compliance) platform. We started building a line of sight that stretched from the frontlines of the business straight to the boardroom. The goal was to enable directors to do their jobs, not just track what management had already done.

Then the pandemic hit. In an instant, board meetings couldn’t happen unless they went digital and virtual. Concerns about security lurked, especially with everyone working outside traditional firewalls, but Diligent’s commitment to cloud-based encryption and secure access paid off. Necessity propelled long-overdue adoption, and the world of governance technology leapt forward more in a few months than it had in years.

The arrival of generative AI: Boards as architects of the future

Generative AI & the Future of Board Governance

 brought even more layers of complexity: increased market volatility, heightened geopolitical risks, workforce transformation, and the need to revisit what effective oversight really meant. And then, almost on cue, generative AI burst onto the scene. Directors are now seeing tools that could help them “see around the corner” by generating more nuanced scenarios, calculating risk probabilities and offering creative approaches to opportunity assessment. 

We’re at the beginning of understanding what GenAI will mean for governance. In some ways, it feels eerily familiar - a land grab for new tools and capabilities with uncertainty about risk, bias, privacy, and the limits of automation. My hope is that GenAI does not become a more efficient way to do the same things, but a tool that will transform governance itself. Imagine board members focused more on future scenarios than past performance, empowered to ask better questions, spot emerging threats and trends, and help their companies prepare for the unknown.

Of course, as with any new technology there are some 

 GenAI should be a thought partner, not a decision-maker, and we must guard against the temptation to abdicate judgment and let GenAI do the thinking for us. Bias, data privacy, and intellectual property challenges are real risks we must address, not just acknowledge. Mistakes were made with earlier tech rollouts (social media and recommendation engines among them), and we have the opportunity with GenAI to get it right before the window closes.

Looking back, I’m struck by how much the field has changed - and how much further it still has to go. The first twenty years of governance technology were about digitizing and streamlining current processes. The next twenty years could be about reinventing the job itself: helping boards shift from stewards of the past to architects of the future. Whatever comes next, I remain optimistic - and more than a little curious.

As boards face this new era shaped by AI, risk, and rising stakeholder expectations, preparedness is everything.

 from the Diligent Institute and Corporate Board Member to see how directors can navigate uncertainty, embrace innovation responsibly, and build the boardroom of the future.

The next era of governance: Reflections from 20 years of innovation

 Activism newswire. To register for a demonstration and trial of the product,

Activist investors have been increasing their grip on U.S. tech boards. In a record year for board wins in the space, dissidents have more than doubled the volume of seats gained while the sector navigates the sweeping impact of artificial intelligence.

According to Diligent Market Intelligence (DMI) data, the first nine months of the year saw activists win 33 board seats at tech targets, compared to 14 in the same period in 2024.

The data reveal that 82 tech companies faced activist demands in the first three quarters of 2025, a 9% increase on the same timeframe last year and an upsurge that many say looks set to continue.

Indeed, for primary- and partial-focus activists, gaining access to the boardroom and seeking the removal of incumbents were the dominant areas of focus, accounting for more than half the 21 demands advanced by the cohort at companies in the sector.

“I would think there is going to be more activity,” said Sumit Gautam, founder of Scalar Gauge. “It's actually a really interesting time - if you can sort through the confusion and identify high-quality companies and if they're trading at good multiples, then they could create a lot of value, especially as the total addressable market expands dramatically with enterprise AI adoption.”





The second half of the year has seen many prominent activists gather at the same tech stocks, in pile-ons reminiscent of the 2023 campaigns at Salesforce that are still being felt – with the fourth and fifth board appointments since the activists arrived taking their seats in July.

In September, two of proponents of change at Salesforce were revealed to have taken positions in payments platform Bill Holdings. Starboard Value was first to unveil a holding of 8.5% and a quest for four board seats, while Elliott Management’s 5%, which was built before Starboard disclosed its position but publicized afterwards, added another layer of pressure.

Mid-year saw Starboard divulge another major holding – taking 9% of travel brand Tripadvisor after Chair Greg Maffei faced almost 70% opposition at the company’s annual meeting earlier in the year, with many citing overboarding concerns. A month later, Palliser Capital joined the fray with a reported push to sell the company.

According to Peter Michelsen, shareholder activism practice lead at Qatalyst, the coming weeks are likely to be busy ahead of the next proxy season.

“The logical timing is October and November, people will be building positions and positioning themselves for nomination windows opening in January and February,” Michelsen explained.





One quirk of the sector is that few activist campaigns end in a proxy fight – with all the board seats to change hands this year and last won through settlements. One of 2025’s most striking victories was by Kent Lake Capital, which took four seats in a February settlement with medical records technology company Veradigm.

Gautam’s Scalar Gauge reached a settlement with accounting technology platform Blackline in March that saw software industry veteran Scott Davidson named to an expanded board of 11.

The following month saw Scalar Gauge strike an accord with PagerDuty, which in turn found room for former American Airlines boss Donald Carty on its staggered board.

April also saw Starboard notch up two directorships at Autodesk with the naming of Jeff Epstein, Oracle’s former head of finance, and Christie Simons, once of Deloitte, to the software designer’s board. Jeff Smith's Starboard also etched out a May settlement at Qorvo which saw the chip manufacturer add a new director and avert a proxy fight.

Elliott scored a settlement in July when Hewlett Packard Enterprise agreed to add a technology executive to its board and set up a strategy committee.

Anson Funds, meanwhile, made progress at Match Group with the dating platform averting a proxy fight by adding ex-NBCUniversal executive Kelly Campbell to its board in an April agreement that, according to the activist, set the stage to help the company “lead a revolution of the online dating category driven by artificial intelligence.”





With continued stake building by big name activists at key tech companies and even the U.S. government building a position in chip giant Intel in a rare move seen to "help secure America's technological edge", the sector has seen activism take on a new shape.

The rate at which technology companies adopt and exploit opportunities from AI is indeed likely to prove a key factor for activists who see parallels with past transitions.

“Some of the boards of these software companies, they may not be moving fast enough on incorporating AI. Companies who did not get on the cloud, well they just got left behind,” Gautam said, warning that those that either put off incorporating AI or do so “as a layer on top” could be most vulnerable to activist attention.

Data storage and provision – another side effect of AI – is also cited by some in the space as likely to draw more activist attention, with Elliott upping its stake in data center real estate company Equinix in July.

And as activists reevaluate the changing landscape, some say smaller and mid-cap companies could be among the most vulnerable in the sector. Most at risk could be those focused on enterprise software, where concerns regarding AI-related disruption is likely to be felt most sharply, according to Michelsen.

There seems to be an across-the-board “discount devaluation” being applied to such companies, Michelsen said, warning that the hard yards for activists will be to parse what in some cases is a “significant discount between intrinsic value and current trading value.”

For Gautam, targets in the enterprise software space should be “good-quality companies," with "very sticky customers, demonstrable return on investment, good gross and net retention rates and high gross margins."

IN-DEPTH: Activists zero in on tech with record board gains 

This article originally appeared in our September 25 edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe

Since the rise of consumer-facing generative AI tools, many corporate directors have been watching the headlines, navigating the risks, tracking the regulatory landscape and discussing ways to incorporate GenAI into business strategy.

Board members have also started using GenAI to prepare for board

— which spurs a few questions. Has the board been provided with the right tools and policies around "acceptable use" of GenAI for board work? How well are directors minding those rules of the road? And how can companies ensure the board is keeping its AI journey on a safe, sustainable track?

Diligent Institute’s recent “pulse check,” a focus-group style survey conducted with Corporate Board Member, revealed some interesting things.

First of all, a full 64% of respondents listed AI advancement and adoption as their top business priority. This rank — ahead of M&A and supply chain diversification — is saying something given the investor-pleasing nature of many deals right now and the ongoing adventure today’s supply chain has become.

Another big development: Corporate directors have moved from cautious experimentation to more frequent use in their own AI habits. Two-thirds of survey respondents told us that they employed some form of AI in their board activities. This is a significant advancement from 2023, when less than half (44%) said their organizations were using AI at all.

We also asked directors how they’re using AI. Half of our survey respondents reported using AI tools to prepare for meetings. Roughly 4 out of 10 (39%) use it for intelligence summarization and 26% for benchmarking.

At least for now, comparatively few (only 13%) cited using GenAI for advanced strategic functions, like predictive analysis or real-time risk monitoring.

Governance Risks and Practical Steps for Boards Adopting AI

And here are the findings that concern me most: Nearly half (46%) of directors using AI for board work reported using a system like ChatGPT or Gemini, which both have free or consumer-facing models. Less than one quarter (22%) reported having formal AI governance, ethics or risk policies in place. And a full one third haven’t even addressed the topic yet.

Keith Enright, who co-chairs the Artificial Intelligence Practice Group at Gibson Dunn, explained in our report how such a scenario — prevalent use of free or consumer-focused AI services, insufficient attention to governance — 

Imagine a busy director faced with a long flight, a 700- page board packet and a board meeting the next day. It’s tempting to “use one of the popular free consumer-facing AI tools to summarize the packet,” Enright said. But it’s a bad idea for board members, given the sensitive nature of board work.

“There are a number of legal risks to be considered,” Enright pointed out about corporate directors’ vulnerability. “They may risk inadvertently waiving attorney-client privilege. They might unknowingly share sensitive confidential company information with that third-party service provider without appropriate legal protections in place.”

Samantha Kappagoda, an independent director with Credit Suisse Funds, offered steps a board could take to mitigate their risk.

“By extension of the company’s technology adoption policy, directors should consider a policy that governs board use of Generative AI, including which system(s), and for what purpose(s),” she said.

Kappagoda also recommended “a robust discussion on potential discoverability of such use,” along with consideration of how AI tools are deployed: on employer-provided or personal devices either at work or at home (including VPN deployment), for example. “I’d also add choice of platforms, data security, and regulatory compliance to this discussion list, along with continued board education on AI risks and responsible use,” she said.

“Generative AI is evolving very quickly, so it’s also reasonable to expect that board directors will also continue to expand beyond their current use,” Kappagoda cautioned. She advised her peers on corporate boards to “more carefully consider the types of AI tools that they deploy, and for what purpose, and the implications of those choices.”

Read more from Enright, Kappagoda and our survey respondents in the full report: 

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The next era of governance: Reflections from 20 years of innovation

IN-DEPTH: Activists zero in on tech with record board gains

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