About the Board of Directors

IBM’s Board of Directors is responsible for supervision of the overall affairs of IBM. Following the Annual Meeting in 2025, the Board will consist of 13 directors. In between annual meetings, the Board has the authority under the by-laws to increase or decrease the size of the Board and to fill vacancies.

Directors

IBM’s Board is composed of a diverse, experienced group of global thought, business, and academic leaders.

Director selection process

The Directors and Corporate Governance Committee is responsible for leading the search for qualified individuals for election as directors to ensure the Board has the optimal mix of skills, expertise, experience, and backgrounds. The Committee recommends candidates to the full Board for election.

The Committee and the Board identify candidates through a variety of means, including:

recommendations from members of the Committee and the full Board
information the Committee requests from the Secretary of IBM
suggestions from IBM management
a third-party search firm, from time to time

Evaluation of Candidates:
Candidate qualifications are reviewed by the Committee and subsequently by the Board in connection with the nomination of candidates for election at the Annual Meeting. Individuals are selected to join the Board based on their business or professional experience and the diversity of their backgrounds, skills, talents and perspectives – all in furtherance of the specific needs of IBM’s business and what is in the best interests of you, IBM’s stockholders.

Proxy Voting at the Annual Meeting:
You, our stockholders, annually vote upon each director’s election to the Board. All of our current directors were elected by a majority of our stockholders at the 2024 Annual Meeting.

The result of this selection process is a slate of 13 director nominees with the optimal mix of skills, expertise, experience, and backgrounds. Each of our directors has the following key attributes, which are necessary for the continued vitality of the Board and excellence in the execution of its duties:

diversity of backgrounds, skills, talents and perspectives
experience as a leader of a business, firm or institution
mature and practical judgment
the ability to comprehend and analyze complex matters, including technology and digital innovation
effective interpersonal and communication skills
strong character and integrity

Director skills and qualifications

The IBM Board is composed of a diverse group of members, all leaders in their respective fields. All current directors have leadership experience at major domestic and international organizations with operations inside and outside the United States, at academic or research institutions, or in government. Directors also have deep corporate governance expertise, which enables them to guide your Company and achieve its strategic goals.

In addition to the key attributes of our directors, we have identified core director competencies. These core competencies are crucial to the success of the IBM Board of Directors. Our directors have the breadth of experiences, leadership and accountability to oversee the scale and complexity of IBM’s business.

Building the right Board for IBM

Organizational and Leadership Management

For over a century, IBM has continuously reinvented itself to help its clients move from one era to the next. The ability to comprehend and analyze complex matters, including technology, is key to the IBM Board’s oversight of the Company’s innovation and digital transformation. All IBM directors have led large organizations, crucial experience for understanding and overseeing the scale, scope, and complexity of IBM’s business.

Global Business and Operations

IBM conducts business around the globe. Our business success is derived from an understanding of diverse business environments and economic conditions and a broad perspective on global business opportunities. The Board’s diversity and international experience is crucial for IBM, which does business in more than 175 countries around the world.

Corporate Governance

Strong governance practices further our business objectives and protect the long-term interests of you, our stockholders. Every IBM director supports IBM’s goals of strong board and management accountability, responsiveness, transparency, and protection of stockholder interests.

Industry expertise

IBM uniquely combines innovative technology with deep industry expertise, underpinned by security, trust, and responsible stewardship. IBM’s directors have experience leading organizations in a variety of industries that enhance the Board’s knowledge. Their perspectives on contemporary business issues and experience running data-intensive organizations are an asset to the Company and to our stockholders.

The skills matrix below identifies each director’s top five strategic skills. This matrix is not intended to be an exhaustive list of director skills, and each director possesses additional strategic skills not reflected through the checkmarks, as well as other skills not listed in the matrix. We believe this approach enables you, our stockholders, to better understand the key contributions each director brings as part of the Board’s comprehensive skillset, which supports the strategic oversight of IBM.

Optimal mix of skills and experience of director nominees

IBM’s thirteen director nominees are industry leaders with deep executive and oversight experience. Bringing a diversity of backgrounds and experiences, they collaboratively contribute significant competencies, skills, and experience in the areas most relevant to overseeing the Company’s business and strategy.

The top skills and experience of our Board include, but are not limited to:

Corporate Governance
Cybersecurity
Financial Expertise/Literacy
Global Business and Operations
Government, Public Policy and Regulatory Affairs
Human Capital Management
Organizational Leadership and Management
Risk Oversight/Risk Management
Strategy/Business Development
Innovation and Emerging Technologies

Independent and diverse board

We have a deliberate mix of age, tenure and perspectives on the Board, which reflects our commitment to ongoing and proactive Board refreshment.

Footnotes

(This information reflects the 2025 Proxy Statement.)

About the board