The activist’s question is different
Traditional oversight begins with whether a company has identified and mitigated material risks. An activist may ask a more uncomfortable question: why is this company moving more slowly than its peers? The issue might be unexploited data, margins that could improve through automation, products exposed to new competition, or a management team unable to articulate credible results.
Start with the public record
Imagine evaluating the company solely through its 10-K, proxy, earnings transcripts, presentations, hiring patterns, and press releases. Would those materials tell a consistent story about the value AI creates? Would they reveal who is responsible, how performance is measured, and why management’s investment choices make sense? If the story depends on unstated context, outsiders may construct a less favorable one.
Pressure-test five claims
First, management understands how AI could change the industry. Second, it has selected initiatives with plausible business value. Third, spending and resourcing are consistent with strategic priorities. Fourth, the company measures results and adjusts investments accordingly. Fifth, governance provides real accountability rather than a decorative description in the proxy.
Compare the right peers
A competitor announcing more pilots is not necessarily ahead. Directors should ask whether peers are changing product economics, customer outcomes, quality, and organizational capability. The objective is not to match every announcement. It is to explain a deliberate position on where to lead, follow, partner, or abstain.
Look at incentives and talent
AI transformation requires more than a technology sponsor. Are key business leaders accountable for outcomes? Can technical and domain specialists work together? Does the organization reward experimentation while requiring robust evaluation? If AI is material to strategy, the board should understand whether talent and incentives support execution.
Run a preemptive exercise
A useful board exercise asks management to draft the strongest credible activist thesis against the company’s AI strategy. Then test the evidence. Which criticisms are wrong? Which are fair? Which are easy to remedy, and which require a strategic decision? The exercise should produce a short action agenda, not just another presentation.
For the board
Boards cannot eliminate the possibility of criticism. They can make their strategy coherent, evidence-based, and defensible. The best response to a claim that management is missing the AI transition is not a more impressive vocabulary. It is demonstrable strategic judgment and execution.
Related reading: When an Algorithm Reads Your Proxy and AI Is on the Ballot (Harvard Law School Forum on Corporate Governance, Nov. 5, 2026). The analysis above reflects the author’s perspective.