Human Capital, the Key Ingredient of the AI Era? ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­    ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­  
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09/03/26 – Issue 11.35 – Your weekly news on all things board. 

Directors Domain Header 22-1

Wanted: Human qualities. The rush to embrace AI is not slowing down, but companies increasingly recognize that incentivizing AI use alone will not reap the productivity gains hoped for, as the machines lack the uniquely human skills required to ensure successful outcomes. EY is leading the charge by making $100 million available for bonuses to reward employees for applying skills like critical thinking, creativity, and empathy to achieve desired results. Meanwhile, comp committees are considering incorporating the effective use of AI into compensation structures, though report that they have yet to find an appropriate means of doing so. And a number of large companies are doubling down on the importance of humans in the workforce by investing in skilled-labor training programs in an attempt to ensure there are enough workers to build out data centers as well as keep sectors like the home improvement industry afloat. In other news, the Justice Department files a court brief in support of OpenAI’s right to train AI models without regard for the copyright protections the New York Times is suing to uphold. Regardless of the outcome, Open AI will have more days in court as another 30 lawsuits are filed against the company and its founder Sam Altman, alleging a disregard for public safety that led to the Tumbler Ridge mass shooting, after the company failed to alert police to the shooter’s concerning interactions with ChatGPT. Meanwhile, median board member compensation registers a small gain, BP elects a new board chair, Ben & Jerry’s aims to reinforce its commitment to social impact by appointing new directors who bring extensive experience with social justice issues, and shareholders approved almost no proposals this proxy season. Volkswagen CEO Oliver Blume ponders the unthinkable in Germany: streamlining the automaker’s workforce. And for Volkswagen's North America division, the vehicle maker hits reset, changing its North American chief for the second time in less than two years as sales slide. Heading into Labor Day weekend, it could be a good time to reflect on the future of labor—what if AI, instead of replacing the workforce, created the opportunity to bring the best qualities of humanity to work?

In the Spotlight

 

EY Bets $100 Million on the Human Skills Needed to Get Satisfactory Results from AI 

Firm will reward critical thinking, empathy and other qualities deemed essential in an AI economy 

 

“Not too long ago, companies were doling out bonuses to encourage AI use. Now, at least one major firm is rewarding employees who demonstrate the very human skills needed to ensure all that AI use makes a difference. Ernst & Young’s U.S. division says it will invest $100 million in employee rewards to recognize people who show skills like adaptability, innovation and judgment, as well as experimentation with AI…. With workplaces awash in AI slop, companies say that just pushing workers to use the technology isn’t enough. KPMG revamped its audit internship training this summer to focus more on teaching critical thinking and judgment. Earlier this year, PwC U.S. rolled out a curriculum meant to emphasize both AI skills and human traits like empathy and creativity…. Artificial intelligence isn’t just upending the way work gets done at professional-services firms. It is also prompting many firms to shift some parts of the business from charging by the hour to outcomes-based pricing, since AI is cutting the amount of time it takes to do many routine parts of the job.” WALL STREET JOURNAL

 

AI Puts Executive Incentives to the Test

Compensation committees are confronting a fundamental question: How to measure and govern AI’s contribution to performance in ways that support sound pay decisions

 

“AI investment is accelerating across industries, while only a limited number of companies have chosen to reflect it in their incentive frameworks. For many committees, the question is not whether AI matters, but how its impact is captured within existing performance measures. Companies are moving quickly to deploy AI to improve productivity, reshape cost structures and position for future growth. Most, however, continue to rely on traditional financial and strategic metrics in their incentive plans. This creates a practical challenge: not simply whether to incorporate AI into incentive plans, but whether organizations are prepared to measure and govern it in a way that supports sound pay decisions. Recent research reinforces this tension. Pearl Meyer’s Q1 2026 Leadership Quick Poll, based on a survey of 108 executives and board members, finds that while AI is advancing, leadership systems are not evolving fast enough to support either strategy or AI. For most companies, the question is not how to design AI metrics, but whether AI is sufficiently central and measurable to warrant inclusion in incentive plans at all.” CORPORATE BOARD MEMBER

 

From Boardspan this Week:

AI and Governance: Five Questions Answered

As artificial intelligence reshapes the business landscape, boards are being asked to oversee risks and opportunities they have never faced before

 

“AI opens the door for more personalized services, in retail, financial services, the healthcare journey, and more verticals. For example, generative AI now enables companies to better understand and then communicate with the end customer through natural language, resulting in valuable interactions. AI personalization will change the way we do business. But in the long run, organizations will see the greatest impact is in operational efficiency and making various assets more productive.” BOARDSPAN

Across the Board

 

AI Can’t Fix Your Sink —Or the Skilled-Trades Shortage
Companies invest in training programs as labor shortages threaten industries from home improvement to data-center construction

 

“Amid all the hand-wringing about AI destroying jobs, Lowe’s CEO Marvin Ellison has a very different concern. ‘AI without question is changing work,’ he told me recently. ‘But somebody will still be required to crawl under your sink and fix a leak, get your HVAC working, or do construction on a data center.’ And those people are in short supply. The Education Department has said as many as 2.1 million skilled trade jobs could go unfilled by 2030—creating potential economic losses of up to $1 trillion a year…. Other companies have launched projects with the same aim recently. In June, Meta and Google each announced millions in spending for construction and skilled-trade training programs.” WALL STREET JOURNAL

 

The Government Takes a Side in the AI Copyright Wars
Washington’s backing of OpenAI could influence a wave of cases testing where copyright protection ends and transformative AI use begins

 

“The Trump administration has filed a brief ⁠supporting ⁠OpenAI in its dispute with the ⁠New York Times and other newspapers over the company's use of their work to train the large language models behind ChatGPT, saying AI training generally makes fair use of copyrighted material. The brief, filed in Manhattan federal court on ‌Tuesday, appears to be the first time ‌the U.S. government has weighed in on a wave of cases brought by copyright owners including authors, publishers, music labels ⁠and news outlets ⁠over AI training. A brief has advisory rather than legal weight but could bolster tech companies as they fight the claims…. The Times' lawsuit, first filed in 2023, accuses OpenAI and its largest financial backer, Microsoft, of using millions of newspaper articles without permission to train OpenAI's popular chatbot.” US NEWS

 

OpenAI Lawsuits Put Safety and Executive Judgment Under Scrutiny
New complaints allege that a recommendation to escalate safety concerns was overruled by executives responsible for the company’s public affairs and political relationships

 

“New lawsuits brought against OpenAI on Wednesday over a school shooting in Tumbler Ridge, British Columbia, accuse the ChatGPT maker's executives of putting its public image ahead of public safety. Thirty complaints were filed against OpenAI and its CEO, Sam Altman, in a San Francisco federal court by people present at the shooting, including students, teachers and a principal. In April, families of seven other victims injured or killed in the February 2026 shooting sued OpenAI and Altman for failing to notify law enforcement of the alleged shooter's violent conversations with ChatGPT and aiding and abetting the shooting…. Eight months before the shooting, in June 2025, OpenAI's automated systems flagged Van Rootselaar's ChatGPT account for "gun violence activity and planning," according to one of the April lawsuits filed on behalf of Maya Gebala, a 12-year-old catastrophically injured at the school. OpenAI deactivated the account, but Van Rootselaar created a second account and continued to have conversations with ChatGPT, OpenAI has said. The company says it was not aware of the second account until after the shooting in February.” NPR

 

Volkswagen Fights Chinese Competition and Its Own Board in Battle to Survive
CEO’s plan to become smaller and less German sparks union and political outcry

 

“VWhen Volkswagen Chief Executive Oliver Blume took a cost-cutting plan to his board this summer that envisioned a doubling of job losses to 100,000, he was fully aware it would be rejected. Such is the predicament of running Germany’s premier industrial company, where half the supervisory-board directors are worker representatives and swing votes are held by the local government. Now Blume is considering an audacious workaround, according to people familiar with his plans. If the board factions can’t come to an agreement at a meeting set to take place on Friday, he could go hostile—bypassing the board like an activist investor or corporate raider by taking the plan directly to shareholders. It’s a nuclear option, a move without precedent at Volkswagen or the broader German corporate scene, where for years stakeholder capitalism has meant that decisions are driven by consensus among workers, regulators and shareholders. The stakes are enormous.” WALL STREET JOURNAL

 

Volkswagen Hits Reset on U.S. Leadership Again
After steep sales declines, the automaker is changing its North American chief for the second time in less than two years

 

“Volkswagen wants to make a fresh start in the U.S.—again. The German automaker is shaking up its North American leadership for the second time in less than two years after President Trump’s tariff and electric-vehicle policies collided with the company’s plans for the large, lucrative U.S. market. Volkswagen said Wednesday that veteran company executive Marco Schubert would take responsibility for its business in North America starting in October. Current boss Kjell Gruner, who joined Volkswagen in December 2024 after a stint at electric-vehicle startup Rivian, is leaving the company, it said. The management change marks the latest attempt by the world’s second-largest carmaker to revive its underpowered American business, as it continues to struggle in other parts of the world. Volkswagen’s once-lucrative business in China has fallen prey to local competitors. In Europe, it is cutting tens of thousands of jobs and closing or repurposing factories.” WALL STREET JOURNAL

 

BP Completes Search for Chair After Boardroom Upheaval

Ian Tyler appointed as chair following the abrupt dismissal of his predecessor Albert Manifold in May

 

“Britain’s BP on Wednesday formally appointed Ian Tyler as chair after the surprise dismissal of his predecessor Albert Manifold contributed to leadership upheaval at the oil major. Tyler joined the company’s Board as a non-executive director in April last year and was appointed interim chair on May 26…. Tyler’s appointment comes as BP seeks to stabilize the company following years of executive turnover and strategic division. The London-listed major is pivoting back to its core business of oil and gas, while prioritizing financial discipline by simplifying its portfolio…. In May, BP removed its chairman Manifold with immediate effect. Manifold, who had only been in post for around seven months, had faced accusations of ‘serious concerns’ relating to governance standards, oversight and conduct…. His dismissal had raised questions about BP’s corporate governance after a succession of abrupt leadership departures.” CNBC

 

Apple vs. Lululemon: A Tale of Two CEO Handovers
Both companies had months to prepare investors for new leadership—but only one succession appeared aligned with what the market wanted

 

“Apple and lululemon have run their CEO successions on basically the same timeline. Apple announced Tim Cook's exit on April 20 and appointed long-time executive John Ternus who officially took over as chief executive yesterday. Lululemon announced outsider and 25-year Nike veteran Heidi O'Neill two days later, on April 22, and she will officially take over on September 8. They might be parallel executions, but the outcomes could not be further apart. Apple treated the four months as if it were a product launch campaign…. Lululemon had the same four months as Apple but that's where the similarities end. Founder Chip Wilson, who owns 8.7 percent of the company, had been campaigning since December 2025 to replace board members, arguing the company had lost its edge at home in the US. Investors largely agreed with the diagnosis, if not with Wilson that Lululemon needed to fix the US business, stop leaning on discounts, and get new product out faster.” LINKEDIN

 

Ben & Jerry’s Adds Three Board Members to Reinforce Social Mission

Three new independent directors join the board following a prolonged governance dispute over the brand’s activism and independence

 

“The ice cream maker named Nora Benavidez, Michael McAfee and Eva Schulte as independent directors, effective this month. The new appointees collectively bring decades of experience in environmental and social justice, civil rights, economic equity and free speech. Ben & Jerry's said the new directors will ‘draw on that experience to challenge and inspire the company’ as it works to boost its three-part mission of balancing product quality, financial growth and social impact. Ben & Jerry's has a unique governance structure that is designed to protect its long-term social mission and ensure that mission remains a priority as the company evolves over time…. In recent years, Ben & Jerry's has clashed with Unilever and Magnum over political censorship and publicly accused its parent companies of stifling its social activism. The ice cream brand previously said Unilever attempted to suppress its criticism of President Donald Trump and tried to block it from making public statements advocating for a ceasefire in Gaza.” YAHOO FINANCE

 

Director Compensation Is Up, But Not for Leadership Roles
Median board member compensation rose 2.1%, even as additional pay for most board and committee leadership roles remained flat

 

“Total standard board member pay was 65% equity and 35% cash, on average. Simple pay programs that use only annual cash and equity retainers to compensate directors, with additional pay for board leadership roles, are typical…. Most companies in our sample provide compensation for committee member service through the annual board cash and equity retainers, with the general expectation that all non-employee directors actively participate in committee responsibilities. Only 35% of companies studied paid committee-specific member fees for Audit Committee service, and less than 25% of companies studied paid committee-specific member fees for service on any other committee. Of the companies that paid committee member compensation, median compensation was flat year-over-year for the Audit ($15K) and Compensation ($15K) Committees, while there was a modest increase for the Nominating/Governance Committee ($12K to $12.5K).” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

Shareholder Proposals Plunge, and Almost Nothing Passes

Just 13 of 334 proposals won majority support this proxy season

 

“334 proposals went to a vote this season, down 14.6% from 391 last season and down 46.7% from 627 two seasons ago. Shareholders approve almost nothing. Thirteen of 334 proposals passed — a 3.9% approval rate, down from 6.9% and 8.3% in the two prior seasons. All thirteen were Governance proposals. Social, Environment, Executive Compensation and Business Practices went a combined 0-for-170…. Governance proposals rose to 164 from 118, a 39.0% increase, and average support rose to 31.2% from 26.1%. But the approval rate moved in the opposite direction. It fell to 7.9% this season, compared with 18.6% last season and 28.0% in 2023-2024. The explanation is in the mix.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

    Seat at the Table

    Boardspan is pleased to congratulate Rachel Glaser, former CFO of Etsy, on her election to the board of AI advertising firm Moloco. Boardspan is delighted to have advised Moloco on this placement. And we offer our congratulations to all those who are newly appointed:

    • Smart ring maker ŌURA appoints to its board Jason Warnick, former CFO of Robinhood; Leslie Kilgore, former CFO of Netflix; Miki Kuusi, former CEO of tech firm Wolt; and David Sze, former Partner at Greylock Partnera

    • Zoom elects to its board Jeff Epstein, former EVP and CFO of Oracle

    • Raymond James Financial welcomes to its board Will Weatherford, former Speaker of the Florida House of Representatives

    • Utility firm Primoris Services adds to its board James Greer, EVP and COO of Oncor Electric Delivery Company; and Oscar Brown, President and CEO of Western Midstream Partners

    • Solidion Technology appoints to its board Kimi Ellen, Managing Partner and CEO of accounting firm Benford Brown & Associates; Mark Schwartz, former CEO of medical device firm Hypertension Diagnostics; and Dante Robinson, Chief of Internal Affairs at California’s State Compensation Insurance Fund

    • Medical device firm Align Technology elects to its board Quentin Blackford, President and CEO of iRythm Technologies

    • Personal defense firm Byrna welcomes to its board Dr. Matthew McBrady,  CFO of GoBrands
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    About Boardspan
    Boardspan helps boards raise the bar on their critical governance mandates by combining cutting edge digital capabilities with high-touch consulting services. They are leaders in board assessments, individual director & CEO evaluations, board succession strategy & search, skills & composition analyses, and bespoke advisory work. Boardspan’s focus is entirely on boards, delivering deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Boardspan works with public, private and non-profit organizations across all verticals including consumer, healthcare, financial services, technology, industrials and non-profit. Specific clients include Archer Daniels Midland, Autodesk, Blue Shield (CA), Boston Beer Company, Colgate-Palmolive, e.l.f. Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, the USOPC, and scores more.

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