From AI oversight to algorithmic accountability: 2025 governance year in review

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Dottie Schindlinger: Hi everybody and welcome back to the Corporate Director Podcast, the Voice of Modern Governance. My name is Dottie Schindlinger, executive Director of The Diligent Institute, and I'm so excited about today's episode, our very special end of year episode. Joined by my co-host Meghan Day strategy leader here at Diligent, and also by longtime friend of the podcast and our very own governance godfather TK Kerstetter.

TK. How are you doing today?

TK Kerstetter: It certainly is a pleasure after, having a nice holiday and getting ready for year end. I think this is, I'm in the proper mood to, for us to have a great show today. 

Dottie Schindlinger: There's no better way to close out the year than talking about corporate governance. Am I right?

So I'll tell you what we're gonna start out as we always do by going back winding the clock back a year ago when we all gave some predictions as to what was going to be happening in 2025. And TK, I'm gonna start with you. Your prediction was that we were gonna have, a lot of changes because of the Trump administration.

So let's give yourself a grade. What do you think? How did you do? 

TK Kerstetter: Well, if you look at what's happened with, DEI and you look at the tariffs and you look at all the, things that are potentially in the works, I would think that that has had a huge impact on, companies. There's been positive things as well, from the administration,

Dottie Schindlinger: 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. Well, TK, I think you definitely get an a I mean, that was a pretty good bet. And, I mean, you're right, we've just seen a ton happening in boardrooms because of changes coming out of the administration.

I mean, to your point, the tariffs, took a lot of airtime in boardrooms this year. I think we're also, gonna see a lot more conversation around the new SEC chair coming up. So, yeah, I think you hit that one right on the head. What do you think, Meghan? I think he gets an A. I think he definitely gets an A and I feel like that might be a segue to mine, which was specifically, I believe around DE and I

the collapse or we were starting to see inklings of a collapse. Is that correct? Well, you were, predicting that we were gonna see more state level regulation because we weren't gonna get regulation at the federal level. So you were predicting that if we weren't gonna get federal regulation on things like climate and DEI, that we'd start to see more stuff happening at the state level, like we saw in California.

Oh boy, Meghan. Well, I think there's been too many other things for, for organizations and for governments to worry about than that level of regulation. Yeah, I, I, I think they were just trying to keep up with the executive orders basically. I'm just, I'm not sure that that one really, gets a good grade. I dunno.

Meghan, what grade would you give yourself this year? I mean, hey, look, California's still trying to be California. You could say the same about New York in some respects. And Texas. Yep. Yep. And Texas. So, I don't know, a d maybe CD, it'll, it'll be interesting to see. I'm, I'm giving you a B minus because of the, DEI and you know, stuff and whatever, if, if that's.

But you predicted because that certainly has been big. It, it has been a big change for sure. Alright, so I, I'm not sure what to give myself a grade. I predicted that 20, 25 year was gonna finally be the year that we would see things evolving in the boardroom fueled by ai. I. I'm not sure I get an A on this.

I mean, it definitely was a huge topic of conversation in boardrooms, but I don't think we've yet seen the work of the board completely be transformed by ai. I think we've seen a lot more efficiency gains. I think we've seen some productivity gains because you've got, you know, some, aI summarization of board materials.

You've got AI helping with things like board minutes and maybe surfacing some good discussion questions for boards, but we don't yet have a majority of boardrooms. For example, appointing at AI advisor or using AI field scenario planning or, or things like that. I think we're gonna see a lot more of that in the coming year than we saw this year.

I think this year was really just getting started, so I don't know. I'd probably give myself a a c plus. What do you think? Well, it all depends what, I mean. If you were talking specifically about the incorporating AI into the boardroom, then yeah, I would wholeheartedly agree with what, you know, your analysis was of that.

But as far as AI getting into the boardroom because of what their business was doing, that took great strides. You'll have to determine which of those you were specifically pointing to, but I would say there's different grades for each of those. I think unfortunately, I was really predicting that it was gonna change what board work looked like.

I think that's just wishful thinking on my part, because I want board work to be so much better than it is. No, I think it's, it's getting better. Dottie. Yeah. You know, I, I think we have heard plenty of examples of organizations who. Are seeing this take shape in a meaningful way and, and have it impact how they prepare and review materials.

And I think over time and over time, I think being 2026, I think it's gonna look a lot different. So not, not all failing marks here. No. Okay. By the way, a c plus is still a passing grade, so, alright, Meghan, I'm gonna put you up first on this one. What was your top ripped from the headlines? Governance story of 2025.

Yeah, so I feel like my pick is something that's flown a little bit under the radar, but it's something that I haven't been able to stop thinking about since I first heard the news a couple of weeks ago. And that is open AI's move to convert from a nonprofit to a for-profit model and likely paving the way for an IPO.

So why does this matter? I mean, first it's rare to see a nonprofit transition to a for-profit model. I can't think of any past examples. I feel like if anybody can think of one, it's TK. So think about that. TK, but even so is a big move for an organization that started with a mission, a big mission to ensure that AI benefits humanity and.

Should they become a public company? That accountability sort of shifts in ways that might raise some tough questions. You know, how do you balance innovation and ethics when quarterly earnings are front and center? Although if the president has its way, it'll be, what was it, once a year earnings? Half year earnings?

We'll see if that happens. That's a, that might be a pick for 2026. You know, are we going to start to see, and maybe this is wishful thinking, more conversations about the tension between purpose and profit and organizations like Open ai. It's a good question, Meghan, but honestly, I kind of feel like the writing was on the wall there.

I mean, you don't have Nvidia hitting a $5 trillion market cap and not go, maybe we shouldn't be a nonprofit. I mean, also calling open AI a nonprofit was always. A little spurious. Because they were making plenty of money. And I think they might have been hard pressed to funnel all of that income back into public facing good.

That may have been one of the main impetuses for them to change their business models. They might not have had a choice. That is something that I've seen happen to other nonprofit organizations over time, where they have a model that suddenly becomes wildly successful and they're literally not capable of funneling all of that quote unquote, profit back into a charitable mission.

And so they kind of lose their status. But it's not usually a strategy. It's usually something that kind of happens to them. And so in this case, you know, having it be a proactive strategy is novel. I don't, I don't remember another example of that. It is kind of interesting. TK, what's your take on this?

Well, I can't say that I'm particularly surprised, by the path of, open ai, but my real concern is the gap that exists today between. You know, the what's going on and the, the congress and regulators, and particularly the Delaware courts, none are really addressing and attempting to close that act.

And I'm getting a little bit ahead of myself because I think that that's gonna be a very big issue in 2026. But the, issue of how to close that gap and what to do is something that. Somebody's gotta get on top of, because if not, that creates the, what I call the wild, wild west. And then, that opens the door for the bad actors to sort of take the lead.

And that obviously is never good. So, you know, not surprised, but, really the shot across the bow is, should have been seen or heard. And, we need to get on top of this. Issue much more than we are currently. So, TK, what was your top governance headline of 2025? Well, interesting. I, this was an actual headline that it said AI board oversight is moving from nice to have to a board priority.

And I wholeheartedly agree that this is the kind of thing where. You directors can't just know a little bit about it. Okay? They either are gonna have to do their homework or we start to get into one of our, mutual favorite topics, which is board evaluations. And, leadership starts to have, has to evaluate if the right people are in the room.

You cannot just sort of sit by and say, well, this isn't really gonna impact. Business or the, or business as a whole. And this, nice to have to board priority, has happened a couple times. And we sort of solved it sometimes by having a couple people in the room, who were good at finance or who were good at, certain topics.

But I just think that this is gonna make it. More obvious that you're gonna have to do an evaluation of what skill sets are in the boardroom and do we have this particular one covered. Well, that's, I mean, I can't disagree with you. I mean, I think you're absolutely right. It is by far the biggest rip from the headlines story in governance this year.

But I had a different pick, because I feel like I, I talk about AI all the time, and so I, I wanted to shift gears a little bit and my top rip from the headlines story of 2025 was a series of headlines, all of which had the word Elon Musk in them, because I, I, I'm really hard pressed to think about another figure.

Who has pushed conversations around corporate governance more in a single year than Elon Musk? I mean, let's just, let's just start with going back earlier in the year, right? Oh, you're not gonna start with the trillion dollars. I thought that that was high on my list, Johnny. Yeah. Well, so, so I was gonna start earlier in the year when his original compensation package was thrown out by the Delaware Court, that then.

That might even been, uh, late last year. But then that prompted his move, um, you know, of the headquarters to Texas. Now he's got the approval of the $1 trillion pay package, which has, you know, aggressive targets tied to it, but still it passed shareholder scrutiny, which is like really just jaw dropping.

And then, you know, you have the issue of he's a CEO for two major companies and then takes a job as a federal government employee. And his company's stock starts to tank and the shareholders demand that the board force him back to his job. I mean, honestly, like there is so much corporate governance stuff all happening around this guy.

I, I had, I had a hard time thinking of any other set of stories that had that much, um. Ins and outs of, of corporate governance tied to it. And if I was to try to compare him to another historical figure, the one that I keep coming up with is Henry viii. You know, Henry vii kind of upended the politics of England and forever severed England's ties to the Roman Catholic Church.

You know, it's kind of on that same scale. It's sort of Shakespearean in its pathos, what this guy is doing. As it relates to corporate governance, I don't know where we're gonna land, but it's fascinating to watch it unfold and there's so much going on there. Lots of things that we thought were norms aren't normal anymore.

It's really, really fascinating to me. I'd love either of your take on this story. I just still can't get over. As you were talking through all of that that all happened just in this year alone. I know. This is what I'm saying, like I had a hard time coming up with anything else. I mean, it was just, I thought for sure you'd both pick it because it's been such an ongoing saga

all I will say is how glad are the three of us that none of us are on the board of Tesla. I mean, that's gotta be one of the roughest gigs out there right now in corporate governance to be on the board of Tesla and to try to figure out what to do with a rogue CEO, who has lots of opinions very publicly and does lots of things that may not be good for the bottom line.

It's fascinating to me. You didn't mention the tunnel company is in hot water too, right? In Nevada. Right. And there are some, well, and let's not forget potential. Alleged bribery. Totally. And this was also the year that the Tesla three couldn't get off the production line.

I mean, there's so much that has happened in just 12 months with the set of companies that are all run by Elon Musk. All right, TK, you're awfully quiet. I wanna know what you're thinking about all this. Well, I, I, you know, I'm constantly amazed at the, his and his company's ability to be involved in this multitude of, you know, unbelievable major tasks.

You know, whether it's, you know, going to the moon or talk in Nashville about him, you know, building a, a express tunnel system there to get from the airport to downtown. Some of my admiration was taken away to be quite frank, when he stood in front of whatever audience it was with the chainsaw. And I thought that was a very demeaning gesture to people that were maybe rightfully or wrongfully losing their jobs and you know, were having their lives impacted.

And again, I'm not saying that they shouldn't have been let go, but. To, amplify that by standing in front of a crowd with a chainsaw, I don't think is how, whether corporately or nationally is the way that we should, be symbolized. So I would never put him in the sense of putting him too high on the spectrum.

But I am fascinated, by all that's going on, and I just can't imagine how one can keep. Their focus moving from project to project. I'm sure it's possible. I've seen other great, business people do it, but it just baffles me on how he can do it. And most of them, I mean most of them, no matter what you say about Tesla, and these are very successful, ventures and very, that part of it's very impressive,

to, put 'em on, too high a pedestal? No, not a high pedestal. Just more of a fascinating set of stories that I feel like, we'll be writing about for generations to come. They have a lot packed in, well, that's a good segue, Dotie, to my top governance read.

I picked a book, versus some other mediums this year. And speaking about. Putting people on a pedestal, my top pick this year for governance read was Careless People, the book by Sarah Wynn Williams. It is a very fascinating memoir about her time at Facebook where she was a very senior and long tenured member of their policy team.

She joined the company. Deeply inspired by its mission to connect the world and really genuinely believed Facebook could make the world a better place. In particular, her background is in politics. She worked at the UN for a long time. She, viewed Facebook as a huge driver in creating meaningful political engagement.

But as the story unfolds, and as we all know about sort of the years of Facebook. Over the last five or so, there's a lot of tension between idealism and the realities of scale and profit and influence and putting people in companies on pedestals. Well, Meghan, I'm glad to hear you give that book a recommendation.

I haven't read it yet, but it is on my shelf. It is waiting for the Christmas holidays along with Apple in China. Those are the two reads that I hope to get through, this holiday season. Alright, I'm gonna give you my pick and then I want you to take us home on this one.

I went with a podcast this year. I think I'm very late to this party, but this year I. Learned about the rest is history podcast. I don't know if either of you listened to. The rest is history. Two. Two historians, um, authors and historians. Dominic Sandbrook and Tom Holland. They're from Oxford and they basically go through major moments in history, global history.

So it's US history, it's European history, it's Asian history. And they're incredible storytellers, but they gravitate to stories of leadership and governance writ large. Not necessarily corporate governance, but the governance of nations or systems or campaigns, and I have learned so much from this podcast.

They did an incredible series on the tutors, which is really fascinating. They have an eight part series on Custer's last Stand, and they go deep on a lot of topics. You learn a lot about how decisions are made and when a decision is good or bad, what the repercussions are.

And I think there's just a lot of things you can extrapolate from history in corporate boardroom settings. And so I'm finding it not only super entertaining, but really interesting and really instructive and, it's something I've recommended now to a few different directors who are now all hooked. So it's a great listen.

The rest is history. If you ever get a chance, give it a listen. I promise it will not disappoint. All right, TK, what's your read, watch, or listen to moment of 2025? Well, both you guys are gonna be familiar with this year after year, and that was the, this was both a read and a show and a podcast episode, and that was PWCs annual Corporate Directors Survey.

And I am just stunned. Well, first of all, I need to tell you why this surfaces for me. I was involved in the generation of questions for this survey over 20 years ago. So I have. A tremendous amount of history with the PWC study and where it originated and how it was done, and the whole nine yards of making sure that they got directors to respond and whatever.

So I, I'm closely tied in the past to this, but that only makes me more equally amazed that when asked the question this year of whether the directors that should be replaced, that that number. Continues to grow. Okay? This year, I believe it was 55% of the directors said that there was a director that should be replaced.

Now, I can remember when that number was? In the twenties. Okay? I would predict that if I went back each year that it was grown. Logic would say at some point in time. That number should level off or decrease. Because people are becoming aware, they're becoming better with board evaluations.

They're, improving the caliber of directors that are on the board. But the number continues to increase, which sends a very poor message to the, shareholder and investment world that. Somebody is not making the hard decisions of making sure that the right people are in the room.

And it's funny how in a lot of our discussions every year when we do this, things sort of seem to get back to board leadership and board evaluations making sure the right people are in the room. It seems that there is a pretty good correlation between that and some negative things that, occasionally crop up.

But that read for me was just eye-opening, that that number continues to grow and the reasons are predictable. You know, not contributing, I think was the largest one. And, not being prepared we still have the age limit rising, which the older I get the more I agree with, but, the fact of the matter is, there is a number that's probably correct to refresh the board and, so anyway, that would be mine.

I think it's fascinating. And again, that we should have a predictor of when will that number turn? It's really interesting, I mean, we definitely did a podcast episode with the authors of the report this year and talked about this very number at length. And I'm curious to ask your opinion.

I mean, they had a certain take on it, which was, evaluation practices leave something to be desired and so they're not, doing what they need to do to really uncover the issues and then take action on them. But I also wonder, you've got this history of watching corporate governance change over the last 20 years.

Is it also just that the expectation of directors has risen? Like is it partly that directors expect more from their colleagues than they used to? That's a great point, and I would guess that the answer to that is yes. That does play a role in this because all of us, as board members we're reminded year after year of the importance of having.

The right people in the room. So I would say that could be a factor as well. But, again, doing this for as long as we have and educating directors for as long as we have, you'd still think that number would sort of plateau off and, gradually start to decline. But nope, that's not what's happening.

Yeah, it is really surprising. Although I did just have a thought, and we can edit this out, that like they're just going back to the same pool of people and they're still sick off about the Yeah. That one person that's hanging out on their board, that could very well be Meghan. I mean, I know we saw some other data that boards are becoming less diverse, so there's definitely some data to back up.

They are going back to the same pool of people over and over again, and those people haven't gotten any better, so there's a possibility there. The one nice thing about this study is they do have a large number of directors, more than I think in most studies that I'm familiar with. So they've always done a good job, on getting responses back, but could be the same people, I guess.

No, it is, it is really true. So, let's talk about the hottest governance trend for 2026. So TK, I'm gonna give you the floor first. What do you think is gonna be the big story to watch in 2026? Well, I'm not sure how much this is gonna be trackable. But in 2026, my, story or trend or whatever is gonna be the complexity of the corporate director's job you know, job, description, because.

Now we're gonna be adding AI on top of cyber on top of, you know, an administration, which I think still is going to be executing some decisions that affect. Businesses and the complexity of not knowing the, you know, trying to get your arms around cyber and trying now to get your arms around AI and, we've got issues with tariffs and supply chains and whatever.

We've got people trying to predict what's gonna happen when. You know, with the economy and stuff, I just think that the complexity of the job is getting way, way complex. And, you know, just what I said about ai, I'm not putting the, you know, sort of the guide rails on ai. It just adds to the complexity of sitting there trying to.

Develop a risk plan for your organization when there's so many unknowns and challenges. I just think it takes real good leadership and thought, and even then I think you better be able to adapt because you're not gonna think of everything. So that's what I'm gonna be very curious about for 2026 is how are boards handling.

All the complexity, all the risk analysis, and all the strategy that's necessary to keep the company moving forward. TK, I think you're right. And then that, might be a little bit hard to measure, but I bet we'll get a sense because we'll see some stories of where they got it right or wrong, and then we can discuss next year how we think you did.

That's a good one. Meghan, what's on your list for the governance story to watch for next year? Yeah, I mean it's an extension of what TK just talked about and what we've really talked about this entire episode, which is of course around ai. Come on. How many times can we say it in one episode, but how boards are really gonna have to become stewards of algorithmic accountability.

You know, people are going to, whether it's regulators, investors, stakeholders, and shareholders want to know how decisions are being made, how data is being used, whether the algorithms can be trusted. And so the tone shifts from, you know, what we're seeing right now is are we using ai? Are we using ai like panic around that to, well, can we explain it?

Can we audit? Can we prove it's ethical? And I think we're gonna start to see, or maybe this is just the optimist and me, hopefully we'll start to see some governance frameworks emerge that maybe even treat algorithms. The way we think about financial statements, that there'll be oversight, compliance and risk management.

And that again, is another layer of governance that boards are gonna have to think about. That is entirely new. Well, I'm gonna pile on because my prediction for 2026 is very much in keeping with the two of you, but maybe with a slight nuance. I too, really can't think of anything more seismic than ai, as a trend in governance in 2026

very specifically, I'm gonna predict that 2026 will be the first year that we will see some test cases in the courts where shareholders are suing boards for AI related decision making. Ooh, and here's what I, here's what I, why I'm saying that I think we're gonna start to see shareholders looking at boards and saying any of the following things.

This board isn't paying enough attention to AI and they're not using AI capabilities to make better decisions, and therefore we could have done better lawsuit or. This board is using AI and they didn't take the AI recommendation, which was better than the decision they made lawsuit or this board used.

AI followed its recommendations and shouldn't have. It was a terrible decision. I'm gonna sue. So I feel like 2026 is gonna be the first, I think the first year where we're gonna see some. AI related shareholder action against boards. I think a lot of shareholders are really kind of keeping a close eye on how boards and leaders are integrating AI into what they are doing.

I think they're also, really concerned about what's happening more generally with AI deployment across companies. But I think specifically we might see some actions related to AI in the bucket of what I'm gonna call duty of care. What do you think? Am I out to lunch TK? Well, I wouldn't be surprised if somebody has a lawsuit, but I would tell you right now that the bar is going to be very high for a director to be found liable in those situations.

You can make mistakes as a board, but as long as you do your homework or document logical thinking. Somebody's not gonna be a Monday morning quarterback and say, you know, that was a bad decision. Now if you don't do any sort of research or analysis on making a decision, then I think you have the ability to be held liable.

But I think a lot of these, I think there will be suits, but I don't think these suits are gonna go anywhere. Particularly if there's not. Sort of a more meaningful guide rails or something that somebody can go across. Now, one of the things that may happen is there could be a sort of a red letter suit that's gonna set up those guidelines because at some point the court has gonna have to make a decision what's good and what's, you know, not good.

So, I think we could see that this year, but I don't think you're gonna see a lot of disruptive cases, meaning where. The attention is taken away from the board's duties of a particular company because they're involved in that. I think a lot of these are gonna be maybe to help define the guidelines, but I don't think it's gonna be disruptive.

Hey, it's a bold pick, Dottie, and we support your boldness. Well, you'll notice I said there would be lawsuits. I didn't say they'd be successful. Yeah. No, but I think that's right. I don't disagree with you. I don't necessarily believe that the lawsuits are ultimately going to be hugely disruptive or successful.

I just think we're going to see some, but I do think it would be very interesting if they do have a successful suit, and it does lead to better guidance, coming from the Delaware Court on boards about what they should and should not be doing. I mean, again, it reminds me very much of how governance look different pre and post internet.

Do you know what I mean? Like, it definitely is very different now than it was before there was an internet. Right? You didn't have directors feeling this responsibility to go do their own research. Before the internet was a thing. I just think it's gonna be an extension of that where you have new tools at your disposal, you're expected to use them, you're expected to use those tools to help you do your job better.

And I think people are gonna notice if you either don't use them at all or use them irresponsibly, I think those things are gonna get noticed. Anyway, we'll see. We've seen those watershed sort of suits that have hit the Delaware courts. When cyber first came, I think it was Target that had one of the early right, ones where somebody came through an air conditioning vendor and, got into data that, with credit cards and people's accounts and stuff.

And, the letter of the law there was, did the board take steps to prepare, and make a best effort? And the end of that case was yes. Yes they did, even though people were harmed. And, it did set some guidelines on what the expectations are. And now we see expectations where.

You have to notify customers within a period of time if you're in this and whatever. And I think in the case of ai, as you say, some of those cases may be good for setting up some, guardrails for this and maybe force Congress or. Regulators it usually starts in banking, so maybe, that's where this'll start as well.

And maybe we'll have something a little more definitive by the end of 2026 that, will help people sort of plan better. Is that gonna be an addition to your prediction?

Maybe. Well, if it happens. If it happens, yes. Okay, well, we'll talk about it next year. Meghan TK, any best and final for the audience before we wrap it up? No. Now I'm hesitant to make any type of prediction. I mean, I just thinking about what TK said and the responsibilities on boards now and navigating that, look at 2025 as an example.

The first six months were filled with plenty of things that none of us predicted and so I think that is our future. I feel like if we had had a parlay going last year, I don't know that any of us would've done well. Would any of us have predicted a $1 trillion pay package?

No. Well, it's not even, the predictions or identifying those things. It is picking things sort of out of thin air and saying, oh yeah, that's gonna happen. I mean, it's been a wild ride. TK, what's your final. Well, first of all, I want to thank you. Thank both of you.

I know you guys are keeping tabs on the, you know, what's going on. And I think this, communication, this education out to people is a positive thing. And, I know we have fun with this. Hidden in the fun that we're having is some messages that are thoughtful that hopefully will be helpful too.

Our listeners out there and to board members, and I can only hope for the best. Obviously we have a strong tie with, corporate directors and corporate secretaries and general counsel and, I hope again, we can continue to offer meaningful advice in 2026 and hopefully make their jobs a little easier.

Love that. Well, TK, thank you so much for joining us again on the show and helping us wrap up the year. It's always great to have you back on the show. Thank you. Thank you for having me. Well, that wraps up another episode and another year of the Corporate Director podcast, the voice of modern governance.

I'd like to say a few special thank yous, first and foremost to my two amazing co-hosts today, Meghan Day and TK Kerstetter, podcast producers Kira Chiarelli, Steve Clayton and Laura Klein, our sponsors for the show including P-W-C-K-P-M-G, Wilson Sini and Meridian Compensation Partners, and most especially.

Thank you to Diligent for continuing to sponsor this show. If you like our show, please be sure to give us a rating on your podcast Player of Choice five Stars only, please. You can also listen to our episodes and see more from The Diligent Institute by going to diligent.com/resources. Also, if you serve on a nonprofit or public sector board, then consider tuning into our Sister Diligent podcast, leading with purpose for expert conversations on governance, risk and compliance that makes an impact for mission-driven organizations.

Thank you so much for listening and have a great new year. You've been listening to the Corporate Director Podcast. To ensure that you never miss an episode, subscribe to the show in your favorite podcast player. If you'd like to learn more about corporate governance and tools to help directors do their job better, visit www.diligent.com.

Thank you so much for listening. Until next time.

Intro/Outro: Welcome to the Corporate Director Podcast, where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech field world. Here you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance, strategy, board culture.

Risk management, digital transformation, and more. Hi everybody and welcome back to the Corporate Director Podcast, the Voice of Modern Governance. My name is Dottie Schindlinger, executive Director of The Diligent Institute, and I'm so excited about today's episode, our very special end of year episode. Joined by my co-host Meghan Day strategy leader here at Diligent, and also by longtime friend of the podcast and our very own governance godfather TK Kerstetter.

Dottie Schindlinger: TK. How are you doing today? It certainly is a pleasure after, having a nice holiday and getting ready for year end. I think I'm in the proper mood for us to have a great show today. 

Meghan Day: There's no better way to close out the year than talking about corporate governance. Am I right? Well to 

Dottie Schindlinger: us, Meghan, at least just to us.

So I'll tell you what we're gonna start out as we always do by going back winding the clock back a year ago when we all gave some predictions as to what was going to be happening in 2025. TK, I'm gonna start with you. Your prediction was that we were gonna have, a lot of changes because of the Trump administration.

So let's give yourself a grade. What do you think? How did you do? 

TK Kerstetter: Well, if you look at what's happened with, DEI and you look at the tariffs and you look at all the, things that are potentially in the works, I would think that has had a huge impact on, companies. There's been positive things as well, from the administration,

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. 

Dottie Schindlinger: I think you definitely get an a I mean, that was a pretty good bet. And, you're right, we've just seen a ton happening in boardrooms because of changes coming out of the administration.

I mean, to your point, the tariffs, took a lot of airtime in boardrooms this year. I think we're also, gonna see a lot more conversation around the new SEC chair coming up. So, yeah, I think you hit that one right on the head. What do you think, Meghan? I think he gets an A. I think he 

Meghan Day: definitely gets an 

Dottie Schindlinger: A and 

Meghan Day: I feel like that might be a segue to mine, which was specifically, I believe around DE and I and.

The collapse or we were starting to see inklings 

Dottie Schindlinger: of a collapse. Is that correct? Well, you were also predicting that we were gonna see more state level regulation because we weren't gonna get regulation at the federal level. So you were predicting that if we weren't gonna get federal regulation on things like climate and DEI, that we'd start to see more stuff happening at the state level, like we saw in California.

Oh boy, Meghan. 

Meghan Day: Well, I think there's been too many other things for, for organizations and for governments to worry about than that level of 

Dottie Schindlinger: regulation. Yeah, I, I, I think they were just trying to keep up with the executive orders basically. I'm just, I'm not sure that that one really, gets a good grade. I dunno.

Meghan, what grade would you give yourself this year? 

Meghan Day: I mean, hey, look, California's still trying to be California. You could say the same about New York in some respects. And Texas. Yep. Yep. And Texas. Exactly, for sure. So, yes and no. So, I don't know, a d maybe CD, it'll, it'll be interesting to see. 

TK Kerstetter: I'm, I'm giving you a B minus because of the, DEI and you know, stuff and whatever, if, if that's.

But you predicted because that certainly has been big. 

Dottie Schindlinger: It has been a big change for sure. Alright, so I predicted that 20, 25 year was gonna finally be the year that we would see things evolving in the boardroom fueled by ai. I'm not sure I get an A on this.

I mean, it definitely was a huge topic of conversation in boardrooms, but I don't think we've yet seen the work of the board completely be transformed by ai. I think we've seen a lot more efficiency gains. I think we've seen some productivity gains because you've got, you know, some, aI summarization of board materials.

You've got AI helping with things like board minutes and maybe surfacing some good discussion questions for boards, but we don't yet have a majority of boardrooms. For example, appointing at AI advisor or using AI field scenario planning or things like that. I think we're gonna see a lot more of that in the coming year than we saw this year.

I think this year was really just getting started, so I don't know. I'd probably give myself a a c plus. What do you think? 

TK Kerstetter: Well, it all depends what, I mean. If you were talking specifically about the incorporating AI into the boardroom, then yeah, I would wholeheartedly agree with what, you know, your analysis was of that.

But as far as AI getting into the boardroom because of what their business was doing, that took great strides. You'll have to determine which of those you were specifically pointing to, but I would say there's different grades for each of those. 

Dottie Schindlinger: That's true. I think unfortunately, I was really predicting that it was gonna change what board work looked like.

I think that's just wishful thinking on my part, because I want board work to be so much better than it is. 

Meghan Day: No, I think it's getting better. Dottie. Yeah. You know, I think we have heard plenty of examples of organizations who. Are seeing this take shape in a meaningful way and have it impact how they prepare and review materials.

And I think being 2026, I think it's gonna look a lot different. So not, not all 

Dottie Schindlinger: failing marks here. No. Okay. By the way, a c plus is still a passing grade, so, alright, Meghan, I'm gonna put you up, up first on this one. What was your top ripped from the headlines? Governance story of 2025.

Meghan Day: Yeah, so I feel like my pick is something that's flown a little bit under the radar, but it's something that I haven't been able to stop thinking about since I first heard the news a couple of weeks ago. And that is open AI's move to convert from a nonprofit to a for-profit model and likely paving the way for an IPO.

So why does this matter? I mean, first it's, it's rare to see a nonprofit transition to a for-profit model. I, I can't think of any past examples. I feel like if anybody can think of one, it's TK. So think about that. TK, but even so is a big move for an organization that started with a mission, a big mission to ensure that AI benefits humanity

should they become a public company? That accountability sort of shifts in ways that might raise some tough questions. You know, how do you balance innovation and ethics when quarterly earnings are front and center? Although if the president has its way, it'll be, what was it, once a year earnings? Half year earnings?

We'll see if that happens. That's a, that might be a pick for 2026. Um, but. You know, are we going to start to see, and maybe this is wishful thinking, more conversations about the tension between purpose and profit and organizations like Open ai. 

Dottie Schindlinger: It's a good question, Meghan, but honestly, I kind of feel like the writing was on the wall there.

I mean, you don't have Nvidia hitting a $5 trillion market cap and not go, maybe we shouldn't be a nonprofit. I mean, also calling open AI a nonprofit was always. A little spurious. A lofty, yes, exactly. Because they were making plenty of money. And I think they might have been hard pressed to funnel all of that income back into public facing good.

You know, so that may have been one of the main impetuses for them to, to change their business models. They might not have had a choice. I mean, that is something that I've seen happen to other nonprofit organizations over time, where they have a model that suddenly becomes wildly successful and they're literally not capable of funneling all of that quote unquote, profit back into a charitable mission.

And so they kind of lose their status. But it's not usually a strategy. It's usually something that kind of happens to them. And so in this case, you know, having it be a proactive strategy is novel. I don't remember another example of that. It is kind of interesting. TK, what's your take on this?

TK Kerstetter: Well, I can't say that I'm particularly surprised, by the path of, open ai, but my real concern is the gap that exists today between. The what's going on and the congress and regulators, and particularly the Delaware courts, none are really addressing and attempting to close that act.

And I'm getting a little bit ahead of myself because I think that that's gonna be a very big issue in 2026. But the, issue of how to close that gap and what to do is something that. Somebody's gotta get on top of, because if not, that creates the wild, wild west. And then, that opens the door for the bad actors to sort of take the lead.

And that obviously is never good. So, you know, not surprised, but, really the shot across the bow is, should have been seen or heard. And, we need to get on top of this. Issue much more than we are currently. 

Dottie Schindlinger: So, TK, what was your top governance headline of 2025? 

TK Kerstetter: Well, interesting. I, this was an actual headline that it said AI board oversight is moving from nice to have to a board priority.

And I wholeheartedly agree that this is the kind of thing where. Directors can't just know a little bit about it. Okay? They either are gonna have to do their homework or we start to get into one of our, mutual favorite topics, which is board evaluations. And, leadership starts to have, has to evaluate if the right people are in the room.

You cannot just sort of sit by and say, well, this isn't really gonna impact. Business as a whole. And this, nice to have to board priority, has happened a couple times. We sort of solved it sometimes by having a couple people in the room, who were good at finance or certain topics.

But I just think that this is gonna make it. More obvious that you're gonna have to do an evaluation of what skill sets are in the boardroom and do we have this particular one covered. 

Dottie Schindlinger: Well, that's, I can't disagree with you. I mean, I think you're absolutely right. It is by far the biggest rip from the headlines story in governance this year.

But I had a different pick, because I feel like I talk about AI all the time, and so I, I wanted to shift gears a little bit and my top rip from the headlines story of 2025 was a series of headlines, all of which had the word Elon Musk in them, 

I mean, let's just start with going back earlier in the year, right? Oh, you're not gonna start with the trillion dollars. I thought that that was high on my list, Johnny. Yeah. Well, so, so I was gonna start earlier in the year when his original compensation package was thrown out by the Delaware Court, that then.

That might even been, late last year. But then that prompted his move, of the headquarters to Texas. Now he's got the approval of the $1 trillion pay package, which has, aggressive targets tied to it, but still it passed shareholder scrutiny, which is really just jaw dropping.

And then, you have the issue of he's a CEO for two major companies and then takes a job as a federal government employee. And his company's stock starts to tank and the shareholders demand that the board force him back to his job. I mean, honestly, there is so much corporate governance stuff all happening around this guy.

I had a hard time thinking of any other set of stories that had that much, ins and outs of corporate governance tied to it. If I was to try to compare him to another historical figure, like the one that I keep coming up with is Henry viii. You know, Henry vii kind of upended the politics of England and forever severed England's ties to the Roman Catholic Church.

You know, it's kind of on that same scale. It's sort of Shakespearean in its pathos, what this guy is doing. As it relates to corporate governance, I don't know where we're gonna land, but it's fascinating to watch it unfold and there's so much going on there. Lots of things that we thought were norms aren't normal anymore.

It's really fascinating to me. I'd love either of your take on this story. As you were talking through all of that that all happened just in this year alone. I know. This is what I'm saying, like I had a hard time coming up with anything else. I thought for sure you'd both pick it because it's been such an ongoing saga

all I will say is how glad are the three of us that none of us are on the board of Tesla. I mean, that's gotta be one of the roughest gigs out there right now in corporate governance to be on the board of Tesla and to try to figure out what to do with a rogue CEO, who has lots of opinions very publicly and does lots of things that may not be good for the bottom line.

It's fascinating to me. 

Meghan Day: Yeah. You didn't mention either the, uh, the tunnel company is in hot water too, right? In Nevada. Right. And there are some, well, 

Dottie Schindlinger: and let's not 

Meghan Day: forget Bribery potential. 

Dottie Schindlinger: Alleged bribery. Totally. And this was also the year that the, the Tesla three couldn't get off the production line.

I mean, there's so much that has happened in just 12 months with the set of companies that are all run by Elon Musk. All right, TK, you're awfully quiet. I wanna know what you're thinking about all this. 

TK Kerstetter: Well, I, you know, I'm constantly amazed at his and his company's ability to be involved in this multitude of, unbelievable major tasks.

You know, whether it's, you know, going to the moon or talk in Nashville about him, you know, building a express tunnel system there to get from the airport to downtown. Some of my admiration was taken away to be quite frank, when he stood in front of whatever audience it was with the chainsaw. And I thought that was a very demeaning gesture to people that were maybe rightfully or wrongfully losing their jobs and you know, were having their lives impacted.

And again, I'm not saying that they shouldn't have been let go, but. To, amplify that by standing in front of a crowd with a chainsaw, I don't think is how, whether corporately or nationally is the way that we should, be symbolized. So I would never put him in the sense of putting him too high on the spectrum.

But I am fascinated, by all that's going on, and I just can't imagine how one can keep. Their focus moving from project to project. I'm sure it's possible. I've seen other great, business people do it, but it just baffles me on how he can do it. Most of them, no matter what you say about Tesla, these are very successful, ventures and that part of it's impressive, but don't ask me to.

To, put 'em too on, too high a pedestal? 

Dottie Schindlinger: No, not a high pedestal. Just more of a fascinating set of stories that I feel like, we'll be writing about for generations to come. They have a lot of, there's a lot packed in, let's put it that way. 

Meghan Day: Well, that's a good segue, Dotie, to my top governance read.

I picked a book, versus some other mediums this year. And speaking about. Putting people on a pedestal, putting companies on a pedestal. My top pick this year for governance read was Careless People, the book by Sarah Wynn Williams. It is a very fascinating memoir about her time at Facebook where she was a very senior and long tenured member of their policy team.

She joined the company. Deeply inspired by its mission to connect the world and really genuinely believed Facebook could make the world a better place. In particular, her background is in politics. She worked at the UN for a long time. She, viewed Facebook as a huge driver in creating meaningful political engagement.

But as the story unfolds, and as we all know about sort of the years of Facebook. Over the last five or so, there's a lot of tension between idealism and the realities of scale and profit and influence 

Dottie Schindlinger: and putting people in companies on pedestals. Well, Meghan, I'm glad to hear you give that book a recommendation.

I haven't read it yet, but it is, it is on my shelf. It is waiting for the Christmas holidays along with Apple in China. Those are the two reads that I hope to plan to get through, this holiday season. Alright, I'm gonna give you my pick and then I want you to take us home on this one.

I went with a podcast this year. I think I'm very late to this party, but this year I. Learned about the rest is history podcast. I don't know if either of you listened to. The rest is history. Two. Historians. Dominic Sandbrook and Tom Holland. They're from Oxford and they basically go through major moments in history, global history.

So it's US history, it's European history, it's Asian history. And they're incredible storytellers, but they gravitate to stories of leadership and governance writ large. Not necessarily corporate governance, but the governance of nations or systems and I have just learned so much from this podcast.

They did an incredible series on the tutors, which is really fascinating. They've done, series on, like, they have an eight part series on Custer's last Stand, and they go deep on a lot of topics. But I will tell you, you learn a lot about how decisions are made and when a decision is good or bad, what the repercussions are.

And I think there's just a lot of things you can extrapolate from history in corporate boardroom settings. And so I'm finding it not only super entertaining, but really interesting and really instructive and, it's something I've recommended now to a few different directors who are now all hooked. So it's a great listen.

The rest is history. If you ever get a chance, give it a listen. I promise it will not disappoint. All right, TK, what's your read, watch, or listen to moment of 2025? 

TK Kerstetter: Well, both you guys are gonna be familiar with this year after year, and that was the, this was both a read and a show and a podcast episode, and that was PWCs annual Corporate Directors Survey.

And I am just stunned. Well, first of all, I need to tell you why this surfaces for me. I was involved in the generation of questions for this survey over 20 years ago. I have. A tremendous amount of history with the PWC study and where it originated and how it was done, and the whole nine yards of making sure that they got directors to respond and whatever.

So I'm closely tied in the past to this, but that only makes me more equally amazed that when asked the question this year of whether the directors should be replaced, that number. Continues to grow. This year, I believe it was 55% of the directors said that there was a director that should be replaced.

Now, I can remember going back a very, very long time ago, can remember when that number was? In the twenties. And I would predict that if I went back each year that it was grown. Logic would say at some point in time. That number should level off or decrease. Because people are becoming aware, they're becoming better with board evaluations.

They're, improving, they should be improving the caliber of directors that are on the board. But the number continues to increase, which sends a very poor message to the, shareholder and investment world that. Somebody is not making the hard decisions of making sure that the right people are in the room.

And it's funny how in a lot of our discussions every year when we do this, things sort of seem to get back to board leadership and board evaluations and. Making sure the right people are in the room. It seems that there is a pretty good correlation between that and some negative things that, occasionally crop up.

But that read for me was just eye-opening, that that number continues to grow and the reasons are predictable. You know, not contributing, I think was the largest one. And, not being prepared we still have the age limit rising, which the older I get the more I agree with, but, the fact of the matter is, there is a number that's probably correct to refresh the board and, so anyway, that would be mine.

I think it's fascinating. And again, that we should have a predictor of when will that number turn? 

Dottie Schindlinger: It's really interesting, I mean, we definitely did a podcast episode with the authors of the report this year and talked about this very number at length. And I'm curious to ask your opinion.

I mean, you know, they had a certain take on it, which was, you know, evaluation practices leave something to be desired and so they're not, you know, doing what they need to do to really uncover the issues and then take action on them. But I also wonder, you know, you've got this history of watching corporate governance change over the last 20 years.

Is it also just that the expectation of directors has risen? Like is it partly that directors expect more from their colleagues than they used to? 

TK Kerstetter: You know, that's a great point, and I would guess that the answer to that is yes. That does play a role in this because all of us, as board members are reminded year after year of the importance of having.

The right people in the room. Um, so I, I would say that that's could be a factor as well. But, uh, again, doing this for as long as we have and educating directors for as long as we have, you'd still think that number would sort of plateau off and, gradually start to decline. But nope, that's not what's happening.

Dottie Schindlinger: Yeah, no, it is really, really surprising. Although 

Meghan Day: I did just have a thought, and we can edit this out, that like they're just going back to the same pool of people and they're still sick off about the 

Dottie Schindlinger: Yeah. That one person that's hanging out on their board, that could very well be Meghan. I mean, I know we saw some other data that boards are becoming less diverse, so there's definitely some data to back up.

They are going back to the same pool of people over and over again, and those people haven't gotten any better, so there's a possibility there. 

TK Kerstetter: The one nice thing about this study is they do have a large number of directors, more than I think in most studies that I'm familiar with. So they've always done a good job, on getting responses back, but could be the same people, I guess.

Dottie Schindlinger: No, it is really true. So, let's talk about the hottest governance trend for 2026. So TK, I'm gonna give you the floor first. What do you think is gonna be the big story to watch in 2026? 

TK Kerstetter: Well, I'm not sure how much this is gonna be trackable. But in 2026, my, story or trend or whatever is gonna be the complexity of the corporate director's job description, because.

Now we're gonna be adding AI on top of cyber on top of, an administration, which I think still is going to be executing some decisions that affect. Businesses and the complexity of not knowing trying to get your arms around cyber and trying now to get your arms around AI we've got issues with tariffs and supply chains

we've got people trying to predict what's gonna happen with the economy I just think that the complexity of the job is getting way, way complex. And, just what I said about ai, I'm not putting the guide rails on ai. It just adds to the complexity

develop a risk plan for your organization when there's so many unknowns and challenges. I just think it takes real good leadership and thought, and even then I think you better be able to adapt because you're not gonna think of everything. So that's sort of my, that's what I'm gonna be very curious about for 2026 is how are boards handling.

All the complexity, all the risk analysis, and all the strategy that's necessary to keep the company moving forward. 

Dottie Schindlinger: I think you're right. And then that one might be a little bit hard to measure, but I bet we'll get a sense because we'll see some stories of where they got it right or wrong, and then we can discuss next year how we think you did.

That's a good one. Meghan, what's on your list for the governance story to watch for next year? 

Meghan Day: Yeah, I mean it's, it's an extension of what TK just talked about and what we've really talked about this entire episode, which is of course around ai. Come on. How many times can we say it in one episode, but how boards are really gonna have to become stewards of algorithmic accountability.

People are going to, whether it's regulators, investors, stakeholders, and shareholders want to know how decisions are being made, how data is being used, whether the algorithms can be trusted. And so the tone shifts from, you know, what we're seeing right now is are we using ai? Are we using ai like panic around that to, well, can we explain it?

Can we audit? Can we, you know, for the good companies, can we prove it's ethical? And I think we're gonna start to see some governance frameworks emerge that maybe even treat algorithms. The way we think about financial statements, that there'll be oversight, there'll be compliance and risk management.

And that again, is another layer of governance that boards are gonna have to think about. That is entirely 

Dottie Schindlinger: new. Well, I'm gonna pile on because my prediction for 2026 is very much in keeping with the two of you, but maybe with a slight nuance. I too, really can't think of anything more seismic than ai, as a trend in governance in 2026 that said.

Very specifically, I'm gonna predict that 2026 will be the first year that we will see some test cases in the courts where shareholders are suing boards for AI related decision making. Ooh, and here's why I'm saying that I think we're gonna start to see shareholders looking at boards and saying any of the following things.

This board isn't paying enough attention to AI and they're not using AI capabilities to make better decisions, and therefore we could have done better lawsuit or. This board is using AI and they didn't take the AI recommendation, which was better than the decision they made lawsuit or this board used.

AI followed its recommendations and shouldn't have. It was a terrible decision. I'm gonna sue. So I feel like 2026 is gonna be the first, I think the first year where we're gonna see some. AI related shareholder action against boards. I think a lot of shareholders are really kind of keeping a close eye on how boards and leaders are integrating AI into what they are doing.

I think they're also, you know, really concerned about what's happening more generally with AI deployment across companies. But I think specifically we might see some actions related to AI in the bucket of what I'm gonna call duty of care. What do you think? Am I out to lunch TK? 

TK Kerstetter: Well, I wouldn't be surprised if somebody has a lawsuit, but I would tell you right now that the bar is going to be very high for a director to be found liable in those situations.

You can make mistakes as a board, but as long as you do your homework or document logical thinking. Somebody's not gonna be a Monday morning quarterback and say, that was a bad decision. Now if you don't do any sort of research or analysis on making a decision, then I think you have the ability to be held liable.

But I think a lot of these, I think there will be suits, but I don't think these suits are gonna go anywhere. Um, particularly if there's not. Sort of a more meaningful guide rails or something that somebody can go across. Now, one of the things that may happen is there could be a sort of a red letter suit that's gonna set up those guidelines because at some point the court has gonna have to make a decision what's good and what's, you know, not good.

So, I think we could see that this year, but I don't think you're gonna see a lot of disruptive cases, meaning where. The attention is taken away from the board's duties of a particular company because they're involved in that. I think a lot of these are gonna be maybe to help define the guidelines, but I don't think it's gonna be disruptive.

Meghan Day: Hey, it's a bold pick, Dottie, and 

Dottie Schindlinger: We support your boldness. Well, you'll notice I said there would be lawsuits. I didn't say they'd be successful. Yeah. 

TK Kerstetter: I just wanted to clarify that. That's 

Dottie Schindlinger: it. No, but I think that's right. I don't disagree with you. I don't necessarily believe that the lawsuits are ultimately going to be hugely disruptive or successful.

I just think we're going to see some, but I do think it would be very interesting if they do have a successful suit, and it does lead to better guidance, coming from the Delaware Court on boards about what they should and should not be doing. I mean, again, it reminds me very much of how governance look different pre and post internet.

Do you know what I mean? Like, it definitely is very different now than it was before there was an internet. Right? You didn't have directors feeling this responsibility to go do their own research. Before the internet was a thing. I just think it's gonna be an extension of that where you have new tools at your disposal, you're expected to use them, you're expected to use those tools to help you do your job better.

And I think people are gonna notice if you either don't use them at all or use them irresponsibly, I think those things are gonna get noticed. Anyway, we'll see. 

TK Kerstetter: We've seen those watershed sort of suits that have hit the Delaware courts. When cyber first came, I think it was Target that had one of the early 

Dottie Schindlinger: right, 

TK Kerstetter: Ones where somebody came through an air conditioning vendor and, you know, got into data that, with credit cards and people's accounts and stuff.

And, the letter of the law there was, did the board take steps to prepare, you know, and make a best effort? And the end of that case was yes. Yes they did, even though people were harmed. And, you know, it did set some guidelines on what the expectations are. And now we see expectations where.

If there's a, you know, you have to notify customers within a period of time if you're in this and whatever. And I think in the case of ai, as you say, some of those cases may be good for setting up some, guardrails for this and maybe force Congress or. Regulators or, you know, it usually starts in banking, so maybe, you know, that's where this'll start as well.

And maybe we'll have something a little more definitive by the end of 2026 that, will help people sort of plan better. 

Dottie Schindlinger: Is that gonna be an addition to your prediction?

TK Kerstetter: Maybe. Well, if it happens. If it happens, yes. 

Dottie Schindlinger: Okay, well, we'll talk about it next year. Meghan TK, any best and final for the audience before we wrap it up? No. Now 

Meghan Day: I'm hesitant to make any type of prediction. I mean, I just thinking about what TK said and the responsibilities on boards now and navigating that, look at 2025 as an example.

The first six months were filled with plenty of things that none of us predicted I think that is our future. 

Dottie Schindlinger: I know. I kind of feel like if we had had a parlay going last year, I don't know that any of us would've done well. Would any of us have predicted a $1 trillion pay package?

No. Well, 

Meghan Day: it's not even, the predictions or identifying those things. It is picking things sort of out of thin air and saying, oh yeah, that's gonna happen. I mean, it's been a wild ride. TK, what's your final. 

TK Kerstetter: Well, first of all, I want to thank you. Thank both of you.

I know you guys are keeping tabs on what's going on. And I think this, communication, this education out to people is a positive thing. Hidden in the fun that we're having is some messages that are thoughtful that hopefully will be helpful too.

Our listeners out there and to board members, and I can only hope for the best. Obviously we have a strong tie with, corporate directors and corporate secretaries and general counsel I hope we can continue to offer meaningful advice in 2026 and hopefully make their jobs a little easier.

Dottie Schindlinger: Love that. I love that. Well, TK, thank you so much for joining us again on the show and, and helping us wrap up the year. It's always great to have you back on the show. 

TK Kerstetter: Thank you. Thank you for having me. 

Dottie Schindlinger: Well, that wraps up another episode and another year of the Corporate Director podcast, the voice of modern governance.

I'd like to say a few special thank yous, first and foremost to my two amazing co-hosts today, Meghan Day and TK Kerstetter, podcast producers Kira Cicarelli, Steve Clayton and Laura Klein, our sponsors for the show including PwC, KPMG, Wilson Sonsini and Meridian Compensation Partners, and most especially.

Thank you to Diligent for continuing to sponsor this show. If you like our show, please be sure to give us a rating on your podcast Player of Choice five Stars only, please. You can also listen to our episodes and see more from The Diligent Institute by going to diligent.com/resources. Also, if you serve on a nonprofit or public sector board, then consider tuning into our Sister Diligent podcast, leading with purpose for expert conversations on governance, risk and compliance that makes an impact for mission-driven organizations.

Thank you so much for listening and have a great new year. 

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