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Are boards preparing to fight the last war?

26th Oct 2026 | 08:00am

In the 1930s, France built the Maginot Line. This was a series of fortifications—fortresses, weapons, and various obstacles to invasion—that was more than 200 miles long. The Line was built for a world of static warfare, for a world of entrenched positions and slow, drawn-out military engagements. It was in many ways a magnificent achievement and would have been of extraordinary military value—in World War I.

The problem, of course, was that World War I was over a decade prior. In May 1940, Germany’s blitzkrieg (“lightning war”) didn’t try to break through the Line. It simply went around it. The Germans launched their attack on May 10 and broke through the French lines within five days.

Generals are always preparing to fight the last war—and we may be seeing this play out in AI governance too.

Faced with intense turbulence and uncertainty, boards appointing new directors are favoring experience. In 2026, current and former CEOs accounted for 37% of appointments, the highest share since 2012, and retired executives made up 54% of new directors. The logic is understandable: In tough times, you err on the side of picking people who have seen it all before.

As I wrote last week, more than four in five S&P 500 companies now disclose AI as a risk, while fewer than 3% of their directors disclose AI expertise. Boards can see where the next threat is coming from, yet they are still staffing for the last one. This means they’re in danger of building a Maginot Line instead of tackling the present danger head-on.

The Value of Experience

“Experience,” Oscar Wilde wrote, “is the name everyone gives to their mistakes.” That is what makes it valuable. When the future looks like the past, yesterday’s mistakes are the ones most likely to come around again. A CEO who’s lived through a recession has already paid for lessons the rest of the board doesn’t have to learn the hard way.

But there is an important nuance here. By definition, experience is a record of past mistakes. Which means that it protects you against the previous era’s errors, not those of the next era.

The lesson of 1940 isn’t that France should have skipped the fortifications. France’s mistake lay less in building the Line than in relying so heavily on it. The boardroom works the same way. Experienced directors are the fortifications, and they matter: Successful CEO succession planning and crisis management benefit from people who have fought in those trenches before.

But boards that overemphasize experience will tend to lack a clear view of how AI is actually entering and affecting the business: not just as an IT upgrade, but as something that upends industries, org charts, and the very nature of work. Boards need directors who will notice when the challenges of AI arrive by routes the old fortifications don’t cover.

It’s tempting to read this as a generational problem, and to fix it by appointing younger directors. But age is only a proxy. A 62-year-old executive who works with AI every day is closer to the present than a 45-year-old who left an operating role five years ago. Therefore, rather than asking how old a candidate is, boards updating their governance for the age of AI should ask three questions.

Recency: Are They Working in Today’s Conditions?

Seek directors who are still operating work with the tools and constraints that exist now, rather than translating them back into how things used to work.

Take Matías Muchnick, cofounder and CEO of Chilean food-tech company NotCo, which made its name with plant-based foods developed by its own AI. When cocoa prices spiked in 2024, Italian chocolate maker Ferrero turned to that AI to find substitute ingredients across its more than 30,000 annual recipes. Muchnick saw that the technology had become more valuable than the products and rebuilt the company around it, splitting off the AI business and, this year, selling food operations in Argentina, Uruguay, and Brazil.

That kind of fluency is hard to acquire secondhand, and it is exactly what a boardroom filled with traditional experience is in danger of lacking.

First Step: In your next refreshment cycle, dedicate one seat to a director with current operating experience in the technologies reshaping your industry. Where a full seat isn’t possible, create a term-limited board observer role.

Proximity: Are They Close to Where AI Is Actually Being Used?

In most companies, AI isn’t arriving just through IT. It’s arriving through employees and customers who adopt new tools long before policy catches up. And the higher you sit in the hierarchy, the harder that is to see. In a recent survey, 90% of executives said they were confident they knew which AI tools their organization was using—yet 52% of knowledge workers admitted to using unapproved ones.

Few directors, however current, can stay that close to the front line. But every board can build a channel to it by using the device of a “shadow board,” a group of younger employees who work with leadership to diversify the range of information that executives receive. For example, in 2015, after being slow to see how the internet and influencers were changing its market, Gucci formed a shadow board of millennial employees who met regularly with senior executives. Boards need to do something similar with AI.

First Step: Create an advisory panel of the people closest to how AI is actually being used in your business, from frontline staff to your heaviest AI users, and give it a real mandate: a standing agenda item every quarter and a direct line to the full board. A panel given an audience but no authority quickly becomes theater.

Stake: Will They Live With the Consequences?

Today’s decisions about AI, infrastructure, and talent will play out over decades. In 2024, Microsoft signed a 20-year agreement to buy power from a restarted nuclear reactor for its data centers, a commitment that could stretch into the late 2040s.

Almost no one in the room when a deal like that is made will be there when it ends. Directors who left S&P 500 boards this year had served an average of 11.3 years. But founders committed to their companies for the long run, and executives still building operating careers in the industry, will live in the world those decisions create. That is a personal stake in the long term that no governance policy can fully manufacture, and a board needs people who have that stake.

First Step: Apply a “2040 test.” For any decision with consequences beyond a decade, require a short written review from the directors and advisers with the longest stake in the outcome before the board votes.

Rebalance, Don’t Replace

Boards don’t need to sacrifice experience to respond to the AI challenge. The average S&P board has just under 11 seats. Allocating one or two of them to directors who pass these three tests won’t dilute it.

Nor should those seats become the board’s “AI seats.” AI oversight can’t be delegated to one or two directors. Every director has to be able to ask the right questions. What these directors add is a different line of sight, one that sharpens the whole board’s oversight rather than replacing it.

But time is running out. Either companies decide now who will watch for what the fortifications ignore, or the next threat will come from places they can’t see.