AI leadership due diligence: who holds the AI call in a portfolio company

AI leadership due diligence does not audit the stack. It asks who in the target may bind the company on the AI call: vendor, model, spend, override. In a portfolio company, AI capability is not a technology asset. It is a decision right. Diligence prices the models and the data and leaves the holder blank. The value-creation plan is then built on an authority that nobody actually holds.

“The CTO has it” is, in most data rooms, not a tested line. It is an unexamined assumption. It shows up later as an unsigned decision: a 100-day plan full of use cases and empty of the name that may bind the company.

Christian Pobbig advises that brief through Beyond Chiefs as AI Executive Search DACH. This page is a diligence briefing for operating partners. It is not a statute explainer and not a second board-liability page.

Why is AI capability in a PortCo a decision right?

A fund usually buys what the room can show: models, data, a use-case list, sometimes an “AI lead” with no budget. That prices a capability as if it sat in the basement. Who releases spend, who stops a vendor, who overrides a model, who escalates to the managing director or the board: that is the call. Without that name, the business case assumes an authority that does not sit in the house.

FTI Consulting, 2026 Private Equity AI Radar (December 2025, n=200 deal and operating decision-makers, AUM of at least $1 billion, North America 120, Latin America 30, Europe and the Middle East 50): 67% rate AI talent and technical teams as important or critical value drivers in targets; 57% proprietary data or AI infrastructure; 57% product or platform AI. The same sample lists “Siloed Ownership & Unclear Accountability” as a scaling barrier for 25%. Talent shortage leads the barrier list at 35%. Diligence already prices the team and the asset. The barrier FTI measures is unclear ownership.

Source: FTI, 2026 Private Equity AI Radar (PDF)

IBM Institute for Business Value, Where AI breaks (23 June 2026): 68% of 1,000 C-suite executives across 14 geographies and 21 industries say adoption slowed because decision rights and escalation pathways are unclear. Global corporate sample. Not PE proof. Not DACH proof. The mechanism an operating partner must hunt is the same: who may stop the output.

Source: IBM IBV, Where AI breaks (PDF)

Why is “the CTO has it” not enough in diligence?

The sentence sounds like a line. It is often only a title. A CTO can hold infrastructure and still have no right to instruct on model, vendor or override. Budget can sit with the CFO. The use-case list can sit with the CDO. Release can be a reserved matter for the managing directors or the shareholder. Without a signature, “the CTO has it” is a story about the org chart.

Public DACH seats show the pattern, not a duty. Burda Media named Rebecca Gottwald Chief AI Officer on 23 July 2026, in the same reorg as CDO and CTO: conditions to use AI, plus brand-specific solutions with a central expert team. Digital, technology and AI sit as three seats. SAP SE created a CAIO in February 2024 (Philipp Herzig, reporting to CEO Klein), next to the default CTO seat. Siemens AG appointed an EVP / Head of Data & Artificial Intelligence (Vasi Philomin) as of 1 July 2025, reporting to Peter Körte, Vorstand, CTO and CSO. No CAIO title. AI sits under the technology Vorstand. Three seats, none a PE PortCo: read the holder, do not guess the title.

Sources: Burda Media, 23 Jul 2026 · SAP News, 15 Feb 2024 · Siemens press, 30 Jun 2025

What does a fund test when it is buying the AI call?

Not the number of pilots. A signature test.

1. The last material AI decisions: spend, vendor, model change, stop. Who signed?
2. Who may override? Is override in a role, or only in a policy with no right to instruct?
3. Which reserved matters sit with the managing directors, the Vorstand, the shareholder, the fund?
4. Does budget sit on the same line as the call, or is the call a name on the wall?
5. Where high-risk systems run: AI Act Article 26(2) assigns human oversight to natural persons who have the necessary competence, training and authority, plus support. A person without the right to instruct does not meet the article. Whether and for which systems the calendar already runs after the Omnibus is not dated here.

FTI, same sample: delivery and implementation of use cases is PortCo-led for 56%. Governance, risk and compliance is described as more fund-led. Hybrid models “broadly favor PortCo-led execution.” Giving execution to the PortCo without reading who holds the call is buying speed without a signature.

Source: FTI, 2026 Private Equity AI Radar (PDF) · AI Act Service Desk, Article 26

Why does diligence so often sign a 100-day plan nobody can hold?

Because the fund buys AI first as its own process tool. Bain & Company / StepStone, Private Equity’s Reality Check (2 March 2026, n=103 investment and IR professionals, primarily North America and Europe, December 2025 to January 2026): inside the firm, GPs most often name due diligence and deal sourcing as the highest-ROI generative-AI use. Inside the portfolio the picture is different. 39% of GPs do not expect AI to have any material financial impact on portfolio companies in 2026.

That is the tension. The fund uses models to accelerate the examination of the asset. It does not examine the holder of the call in the target with the same sharpness. The 100-day plan then inherits use cases from the data room. It rarely inherits the signature. FTI: time-to-value most commonly sits between 7 and 24 months. 95% of funds say AI initiatives meet or exceed the business case; only 17% significantly exceed. A plan that assumes an unsigned holder inside that window spends the window.

Sources: Bain, GP Outlook 2026 · FTI, PE AI Alpha

What does the law require of the target — and what does it not?

The organ still holds Leitung. AktG § 76(1): the Vorstand manages the company under its own responsibility; only a natural person can sit (§ 76(3) sentence 1). § 93(1): care of a diligent and conscientious manager, and the business-judgment rule only where the member reasonably assumed they acted on adequate information in the company’s interest. GmbH parallel: GmbHG § 43(1)–(2), care of an orderly businessman, joint and several liability. No statutory business-judgment sentence in § 43.

For the fund this is not a liability opinion to buy. The call the 100-day plan assumes still sits with the organ until someone is named with line, budget and override. Article 4 requires measures to support AI literacy. The Commission FAQ is explicit: no specific governance structure is mandated; an AI officer is not required analogously to the GDPR DPO. Literacy is not a named decision right. Director liability is a different briefing.

Sources: AktG § 76 · AktG § 93 · GmbHG § 43 · Commission FAQ, AI literacy

What checklist can an operating partner actually run in diligence and the first 100 days?

Before signing, in the data room, in writing:

1. Name. Who may bind the company on AI spend, vendor, model and override? One name, one line, one budget. No committee without the right to instruct.
2. Signature. The last three material AI decisions. Who signed? If the answer moves, the holder is not sitting.
3. Reserved matters. What sits with the managing directors, the Vorstand, the shareholder, the fund? What the 100-day plan will issue must be readable on that list.
4. Override. Who may stop a model without a three-layer escalation? Article 26(2), where it applies, asks for authority, not only training.
5. Literacy versus the call. Article 4 training lists are not a substitute for the holder. A training matrix without a signature is diligence theatre.
6. Org chart versus the account. Does the call sit on the same cost centre as the spend? If not, the title is decoration.

After closing, in the first 100 days, before the value-creation plan scales use cases:

7. Write the holder into the 100-day plan. Do not write the tool stack first.
8. If the name is missing: name or search before the model assumes a holder. The search changes the brief. It does not move the organ’s duty.
9. Do not run as a quick win a decision nobody can sign.
10. Repeat the signature test at day 100. Three new decisions. The same name, or the plan is lying.

FTI describes its Alpha group through ownership models between fund and PortCo and governance before rollout, not higher AI spend. Buy the holder, not the pilot.

FAQ

What is AI leadership due diligence?
Who in the target holds the AI call: spend, vendor, model, override. Not whether a model exists.

Is a CTO title enough?
Not as an untested assumption. Public seats place AI next to, under, or apart from the CTO. The signature test decides.

Does the AI Act require a CAIO in the PortCo?
No. Commission FAQ on Article 4: no mandated governance structure, no officer analogous to the GDPR DPO. Article 26(2), where it applies, requires competence, training and authority.

What belongs in the first 100 days?
Write the holder into the plan. If the name is missing, name or search first. Do not scale use cases on an unsigned authority.