Overview

IBM’s Board of Directors is responsible for supervision of the overall affairs of IBM. Following the Annual Meeting in 2022, the Board will consist of 12 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.

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 diversity of backgrounds. The Committee recommends candidates to the full Board for election.

The Board believes that the following core attributes are key to ensuring the continued vitality of the Board and excellence in the execution of its duties:

• diversity of background, including gender, ethnicity, 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 digital innovation
• effective interpersonal and communication skills
• strong character and integrity

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.

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 industry expertise as leaders of organizations within some of the Company’s most important client industries and constituencies.

Building the Right Board for IBM: Key Director Attributes

Business Operation, Innovation, Transformation and Digital Experience

100% of IBM Directors have led complex organizations

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.

Industry Expertise

Director-wide industry experience includes:

• Information Technology
• Financial Services and Insurance
• Healthcare
• Pharmaceuticals
• Energy
• Chemicals
• Transport and Logistics
• Manufacturing
• Private Equity
• Research and Development
• Government

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.

Diverse and Global Perspective

Every IBM Director has international experience

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 operates in more than 175 countries around the world.

The Directors and Corporate Governance Committee and the Board believe that the above-mentioned attributes, along with the leadership skills and other experiences of the Board members described below, provide IBM with the perspectives and judgment necessary to guide IBM’s strategies and oversee their execution.

Optimal mix of skills and experience of director nominees

IBM’s directors collaboratively contribute significant experience in the areas most relevant to overseeing the Company’s business and strategy.

The skills and experience of our board include, but is not limited to:

• Industry leaders with deep executive and oversight experience;
• Global operational experience to oversee a business of IBM’s scale, scope, and complexity;
• Technology, cybersecurity and digital transformation experience;
• Key insight into IBM’s regulatory environment; and
• Diversity of backgrounds and experiences

Active Board Refreshment

50% of our director nominees were first elected to our board in the past three years.

Independent and Diverse Board

The Board includes directors who have a deep understanding of our business and members who bring new skills and fresh perspectives. We have a deliberate mix of age and tenure on the Board, which reflects our commitment to ongoing and proactive Board refreshment.

(This information reflects the 2022 Proxy Statement.)