Thomas BuberlThomas Buberl

Chief Executive Officer, AXA S.A., a multinational insurance firm

Director since: 2020 (effective April 28, 2020)

Committees: None

Qualifications:

  • Global business experience as chief executive officer of AXA S.A.
  • Affiliation with leading business and public policy associations (chair of Pan-European Insurance Forum and member of the Climate Finance Leadership Initiative)
  • Acknowledged leader in digital transformation
  • Outside board experience as a member of the supervisory board of Bertelsmann SE & Co. KGaA

Relevant experience:
Mr. Buberl, 46, joined Winterthur in 2005, which became a subsidiary of AXA in 2006. In 2008, he joined Zurich Insurance Group as chief executive officer for Switzerland. Mr. Buberl returned to AXA in 2012 as chief executive officer for AXA Konzern AG (Germany) and he became a member of AXA’s executive committee. In 2015, Mr. Buberl became the chief executive officer of AXA’s health business and a member of AXA’s group management committee. Mr. Buberl was additionally appointed chief executive officer of AXA’s global business line for life & savings and deputy chief executive officer of AXA in early 2016. He was named chief executive officer and joined the board of directors of AXA in September 2016. He is a member of the supervisory board of Bertelsmann, the chair of the Pan-European Insurance Forum and a member of the Climate Finance Leadership Initiative. Additionally, during the past five years, he was a director of AXA Equitable Holdings, Inc., a former subsidiary of AXA S.A.

Michael L. EskewMichael L. Eskew

Retired Chairman and Chief Executive Officer, United Parcel Service, Inc., a provider of specialized transportation and logistics services

Director since: 2005

Committees: Audit (Chair); Executive

Qualifications:

  • Global business and technology experience as chairman and chief executive officer of United Parcel Service, Inc.
  • Outside board experience as a director of Allstate Corporation, Eli Lilly and Company and 3M Company
  • Chairman of a charitable organization

Relevant experience:
Mr. Eskew, 70, is IBM’s independent Lead Director. Mr. Eskew joined United Parcel Service in 1972. He was named corporate vice president for industrial engineering in 1994, group vice president for engineering in 1996, executive vice president in 1999, vice chairman in 2000, and he was chairman and chief executive officer from 2002 until his retirement at the end of 2007. Mr. Eskew remained on the board of United Parcel Service until the end of 2014. He is a director of Allstate Corporation, Eli Lilly and Company and 3M Company. In addition, he is chairman of the Annie E. Casey Foundation.

David N. FarrDavid N. Farr

Chairman and Chief Executive Officer, Emerson Electric Co., a diversified manufacturing and technology company

Director since: 2012

Committees: Audit

Qualifications:

  • Global business and technology experience as chairman and chief executive officer of Emerson Electric Co.
  • Affiliation with leading business and public policy association (director of the U.S.-China Business Council)
  • Outside board experience as former director of Delphi Corporation

Relevant experience:
Mr. Farr, 65, joined Emerson in 1981 and subsequently held various executive positions. He was named senior executive vice president and chief operating officer in 1999, chief executive officer in 2000 and chairman and chief executive officer in 2004. Mr. Farr was named chairman, president and chief executive officer in 2005 and chairman and chief executive officer in 2010. He is currently a member of the executive committee and the former chairman of the National Association of Manufacturers and is currently a director of the U.S.-China Business Council.

Alex GorskyAlex Gorsky

Chairman and Chief Executive Officer, Johnson & Johnson, a global healthcare products company

Director since: 2014

Committees: Executive Compensation and Management Resources (Chair); Executive

Qualifications:

  • Global business and technology experience as chairman and chief executive officer of Johnson & Johnson
  • Affiliation with leading business and public policy associations (member of the Business Roundtable and The Business Council)
  • Experience as a university trustee

Relevant experience:
Mr. Gorsky, 59, joined Johnson & Johnson in 1988. In 2003, he was named company group chairman of the Johnson & Johnson pharmaceutical business in Europe, the Middle East and Africa. Mr. Gorsky left Johnson & Johnson in 2004 to join the Novartis Pharmaceuticals Corporation, where he served as head of the company’s pharmaceutical business in North America.

Mr. Gorsky returned to Johnson & Johnson in 2008 as company group chairman for Ethicon. In early 2009, he was appointed worldwide chairman of the Surgical Care Group and member of the executive committee. In September 2009, he was appointed worldwide chairman of the Medical Devices and Diagnostics Group. Mr. Gorsky became vice chairman of the executive committee in January 2011. He was named chief executive officer and joined the board of directors in April 2012, and was named chairman in December 2012. Mr. Gorsky is a member of the Business Roundtable’s Board of Directors and Chairman of its Corporate Governance Committee. Mr. Gorsky also serves on the boards of the Travis Manion Foundation, the National Academy Foundation and the Wharton Board of Overseers.

Michelle HowardMichelle Howard

Retired Admiral, United States Navy

Director since: 2019

Committees: Directors & Corporate Governance

Qualifications:

  • Leadership and policy experience as the U.S. Navy’s first woman four-star admiral
  • Operational experience as commander of U.S. Naval Forces in Europe and Africa
  • Global operations and technology experience as Vice Chief of Naval Operations, with focus on cybersecurity and information technology in the digital age
  • Leadership and teaching positions in government and academia

Relevant experience:
Admiral Michelle J. Howard, 59, is a retired United States Navy officer. Admiral Howard began serving in the United States Navy in 1982, after graduating from the U.S. Naval Academy. During her 35 years of service, she led sailors and marines as, at various times, the Commander of a ship, an Expeditionary Strike Group, a Task Force, and a Naval theater. In 1999, she became the first African American woman to command a ship in the United States Navy. In 2014, she was the first woman to become a four-star admiral in the U.S. Navy and the first woman and African American to be appointed to the position of Vice Chief of Naval Operations, the second-highest ranking uniformed officer in the branch. Responsible for the Navy’s day-to-day operations, she focused on cyber culture and information security in the digital age, as well as gender integration. In 2016, Admiral Howard was appointed by the President to serve as commander of U.S. Naval Forces in Europe and Africa and the Allied Joint Forces Command in Naples, Italy, making her the first woman four-star admiral to command operational forces. She retired from the Navy in 2017.

Admiral Howard’s distinguished career in national defense has included both at-sea and ashore posts, placing her in key leadership positions within the areas of engineering, operations, and strategic planning, and policy. Admiral Howard is a graduate of the U.S. Naval Academy and the U.S. Army Command and General Staff College. She is currently the J.B. and Maurice C. Shapiro Professor of International Affairs at the Elliott School of International Affairs at George Washington University, where she teaches in the areas of cybersecurity and international policy.

Arvind KrishnaArvind Krishna

Chief Executive Officer, IBM

Director since: 2020

Committees: Executive

Qualifications:

  • Global business and organizational leadership experience as IBM’s Senior Vice President for Cloud and Cognitive Software
  • Research experience as Director of IBM Research and a computer scientist with expertise in key IBM technologies such as artificial intelligence, cloud, quantum computing and blockchain
  • Technology experience as general manager of IBM’s Systems and Technology group

Relevant experience:
Arvind Krishna, 57, became the chief executive officer of IBM, and a member of the Board of Directors, effective April 6, 2020. Dr. Krishna joined IBM in 1990. Since 2017, he has led the IBM Cloud and Cognitive Software business unit, and was a principal architect of the acquisition of Red Hat, the largest acquisition in the Company’s history. Dr. Krishna has also served as the director of IBM’s research division since 2015. Previously, he was general manager of IBM’s Systems and Technology Group, IBM’s development and manufacturing organization. Prior to that, he built and led many of IBM’s data-related businesses. He has an undergraduate degree from the Indian Institute of Technology, Kanpur, and a PhD. in electrical engineering from the University of Illinois at Urbana-Champaign.

Andrew N. LiverisAndrew N. Liveris

Retired Chairman and Chief Executive Officer, The Dow Chemical Company, a materials, polymer, chemicals, and biological sciences enterprise

Director since: 2010

Committees: Executive Compensation & Management Resources

Qualifications:

  • Global business and technology experience as chairman, president and chief executive officer of The Dow Chemical Company and executive chairman of DowDuPont Inc.
  • U.S. and international government service (former chairman of the President’s American Manufacturing Committee, member of the President’s Task Force on Apprenticeship Expansion, member of the Australian government’s Industry Growth Centres Advisory Committee and Thailand’s Board of Investment)
  • Affiliation with leading business and public policy associations (vice chairman of the executive committee of the Business Roundtable and executive committee member and former chairman of The Business Council)
  • Experience as a university trustee

Mr. Liveris, 65, joined Dow in 1976 and subsequently held various executive positions, including vice president of specialty chemicals from 1998 to 2000, business group president for performance chemicals from 2000 to 2003, and president and chief operating officer from 2003 to 2004. Mr. Liveris was named president and chief executive officer of Dow in 2004 and chairman in 2006. In 2016, he transitioned the president role and continued as chairman and chief executive officer of Dow until late 2017, when he transitioned to the position of executive chairman of DowDuPont, a position he held until his retirement in July 2018. Mr. Liveris is a director of WorleyParsons, Saudi Aramco and NOVONIX Limited. Additionally, Mr. Liveris served as chairman of the President’s American Manufacturing Committee and as a member of the President’s Export Council. Mr. Liveris also serves as vice chairman of the Executive Committee of the Business Roundtable, and as an Executive Committee member and former chairman of The Business Council. Mr. Liveris is also a trustee of The King Abdullah University of Science and Technology (KAUST), the Minderoo Foundation of Australia and the United States Council for International Business (USCIB).

Frederick William McNabb, IIIFrederick William McNabb, III

Retired Chairman and Chief Executive Officer, The Vanguard Group, Inc., one of the world’s largest investment management companies

Director since: 2019

Committees: Audit

Qualifications:

  • Global business and technology experience as chairman and chief executive officer of The Vanguard Group, Inc.
  • Outside board experience as a director of UnitedHealth Group
  • Member of several advisory boards at academic institutions

Relevant experience:
Mr. McNabb, 62, served as chairman of The Vanguard Group, Inc. from 2008 until his retirement in 2018 and served as chief executive officer from 2008 to 2017. He joined Vanguard in 1986. In 2010, he became chairman of the board of directors and the board of trustees of the Vanguard group of investment companies. Earlier in his career, Mr. McNabb led each of Vanguard’s client facing business divisions. Mr. McNabb served as the vicechairman of the Investment Company Institute’s Board of Governors and served as its chairman from 2013 to 2016. He is a director of UnitedHealth Group and serves as a member of its audit committee. He is also a director of Duff & Phelps and Axiom. Mr. McNabb is chairman of the board of the Zoological Society of Philadelphia and chairman of Ernst & Young’s Independent Audit Quality Committee. Mr. McNabb also serves on the Wharton Leadership Advisory Board, the Dartmouth Athletic Advisory Board, the Advisory Board of the Ira M. Millstein Center for Global Markets and Corporate Ownership at Columbia University and is also a board member of CECP: The CEO Force for Good.

Martha E. PollackMartha E. Pollack

President, Cornell University, a leading research university that creates new technologies and achieves fundamental breakthroughs in understanding and improving lives around the world

Director since: 2019

Committees: Executive Compensation & Management Resources

Qualifications:

  • Organizational leadership, management and risk oversight, and management experience as president of Cornell University
  • Research experience as a computer scientist with expertise in artificial intelligence as a professor of computer science, information science, and linguistics
  • U.S. Government service as a former member of the advisory committee for the National Science Foundation’s Computer and Information Science and Engineering Division
  • Healthcare experience as a former member of the Board of Directors of the University of Michigan Hospitals and Health Center, and as a member (ex officio) of the board of overseers of Weill Cornell Medicine
  • Technology experience as a fellow of the Association for Computing Machinery, a former president of the Association for the Advancement of Artificial Intelligence, a former board member of the Computing Research Association, and a former member of the technical staff in the Artificial Intelligence Center at SRI International

Relevant experience:
Dr. Pollack, 61, is the president of Cornell University and a professor of computer science, information science and linguistics. She took office in 2017. From 2000 to 2017, Dr. Pollack held various positions at the University of Michigan with increasing responsibility, including dean of the School of Information, vice provost for academic and budgetary affairs, and finally, provost and executive vice president for academic affairs. Dr. Pollack is a fellow of the American Association for the Advancement of Science, the Association for Computing Machinery and the Association for the Advancement of Artificial Intelligence. Dr. Pollack has served as editor-in-chief of the Journal of Artificial Intelligence Research, a former president of the Association for the Advancement of Artificial Intelligence, a former member of the technical staff in the Artificial Intelligence Center at SRI International, a member of the advisory committee for the National Science Foundation’s Computer and Information Science and Engineering Division, and a former member of the board of directors of the Computing Research Association. Dr. Pollack also served on the Steering Committee of the Jacobs Technion-Cornell Institute, the academic partnership between Cornell and Technion-Israel Institute of Technology at Cornell Tech.

Virginia M. RomettyVirginia M. Rometty

Executive Chairman, IBM

Director since: 2012

Committees: Executive (Chair)

Qualifications:

  • Global business and technology experience as chairman, president and chief executive officer of IBM
  • Affiliation with leading business and public policy associations (member of the Business Roundtable, the Council on Foreign Relations and the Peterson Institute for International Economics)
  • U.S. Government service (former member of the President’s Export Council)
  • Experience as a university trustee

Relevant experience:
Mrs. Rometty, 62, joined IBM in 1981. She was elected senior vice president of Global Business Services in 2005, senior vice president of Sales and Distribution in 2009, senior vice president and group executive of Sales, Marketing, and Strategy in 2010, president and chief executive officer of IBM in early 2012 and chairman in late 2012. She is a member of the Business Roundtable, the Council on Foreign Relations, the Board of Trustees of Northwestern University and the Board of Overseers and Managers of Memorial Sloan-Kettering Cancer Center, and formerly served on the President’s Export Council.

Joseph R. SwedishJoseph R. Swedish

Senior Advisor and Retired Chairman, President and Chief Executive Officer, Anthem, Inc., a leading health benefits provider

Director since: 2017

Committees: Executive Compensation & Management Resources

Qualifications:

  • Global business and technology experience as executive chairman, president, and chief executive officer of Anthem, Inc.
  • Affiliation with leading business and public policy associations (former member of the Business Roundtable and graduate member of The Business Council)
  • Outside board and technology experience as a director of CDW Corporation
  • Experience as the chairman of a university oversight board

Relevant experience:
Mr. Swedish, 68, joined Anthem in 2013 as chief executive officer and was named chairman of Anthem’s board in 2015. He was the chairman, chief executive officer and president until late 2017 when he retired and became the executive chairman, a position he held until his retirement in May 2018. Prior to joining Anthem, he was the division president of Hospital Corporation of America from 1993 to 1998, president and chief executive officer of Centura Health from 1999 to 2004 and then served as president and chief executive officer of Trinity Health Corporation from 2004 to 2013. Mr. Swedish became a director of Mesoblast Limited in 2018 and was named its chairman in March 2019. He is also a director of Centrexion Therapeutics. He also served as a director of the Blue Cross Blue Shield Association, the National Institute for Health Care Management, the Central Indiana Corporate Partnership, Inc. and as a member of the Business Roundtable. Mr. Swedish is currently a member and past chairman of the Board of Visitors of Duke University’s Fuqua School of Business and was the past chairman of America’s Health Insurance Plans. He is a graduate member of The Business Council and a past member of the Duke Margolis External Advisory Board. He is also a director of CDW Corporation and Proteus Digital Health, Inc. Mr. Swedish also serves as Co-Founder & Partner at Concord Health Partners, a private equity firm focused on strategic investing in healthcare portfolio companies.

Sidney TaurelSidney Taurel

Chairman Emeritus, Eli Lilly and Company, a pharmaceutical company;
Chairman, Pearson plc, a provider of digital education products and services

Director since: 2001

Committees: Directors & Corporate Governance

Qualifications:

  • Global business experience as chairman of Pearson plc and chairman and chief executive officer of Eli Lilly and Company
  • Private equity management and investment banking experience as former senior advisor of Capital Royalty L.P. and senior advisor of Moelis & Company
  • U.S. Government service (former member of the Homeland Security Advisory Council, the President’s Export Council and the Advisory Committee for Trade Policy and Negotiations)
  • Affiliation with leading business association (former graduate member of The Business Council)
  • Outside board experience as a director of McGraw Hill Financial, Inc.
  • Member of a university oversight board

Relevant experience:
Mr. Taurel, 71, joined Eli Lilly in 1971 and held management positions in the company’s operations in South America and Europe. He was named president of Eli Lilly International Corporation in 1986, executive vice president of the Pharmaceutical Division in 1991, executive vice president of Eli Lilly and Company in 1993, and president and chief operating officer in 1996. He was named chief executive officer of Eli Lilly and Company in 1998 and chairman in 1999. Mr. Taurel retired as chief executive officer in early 2008 and as chairman in late 2008. He became chairman of Pearson plc in 2016. He is also a member of the Board of Overseers of the Columbia Business School. Additionally, during the past five years, he was a director of McGraw Hill Financial, Inc.

Peter R. VoserPeter R. Voser

Retired Chief Executive Officer, Royal Dutch Shell plc, a global group of energy and petrochemical companies;
Chairman, ABB Ltd., a global group of power and automation companies

Director since: 2015

Committees: Audit

Qualifications:

  • Global business and technology experience as chairman of ABB Ltd. and chief executive officer of Royal Dutch Shell plc
  • Affiliation with leading business and public policy associations (former member of the European Round Table of Industrialists and a former member of The Business Council)
  • Outside board experience as a director of Temasek

Relevant experience:
Mr. Voser, 61, joined Shell in 1982 and held a variety of finance and business roles including chief financial officer of Oil Products. In 2002, he joined the Asea Brown Boveri (ABB) Group of Companies as chief financial officer and a member of the ABB Group executive committee. Mr. Voser returned to Shell in 2004, becoming a managing director of The Shell Transport and Trading Company, p.l.c. and chief financial officer of the Royal Dutch/Shell Group. He was appointed chief executive officer of Royal Dutch Shell plc in 2009 and held that position until his retirement in late 2013. Mr. Voser was named chairman of ABB Ltd. in 2015 and was the interim chief executive officer from April 2019 until February 2020. He is a director of Temasek, as well as Group Chairman of the Board of PSA International Pte Ltd, Singapore, a Temasek subsidiary. Mr. Voser is also active in a number of international and bilateral organizations. Additionally, from 2011 until 2019, he was a director of Roche Holding Limited.

Frederick H. WaddellFrederick H. Waddell

Retired Chairman and Chief Executive Officer, Northern Trust Corporation, a financial services company

Director since: 2017

Committees: Directors & Corporate Governance (Chair); Executive

Qualifications:

  • Global business and technology experience as chairman and chief executive officer of Northern Trust Corporation
  • Outside board experience as a director of AbbVie Inc.
  • Experience as a university trustee

Relevant experience:
Mr. Waddell, 66, joined Northern Trust Corporation in 1975 and served as the chairman of the board from November 2009 until his retirement in January 2019. He previously served as chief executive officer from 2008 through 2017, as president from 2006 through 2011 and again from October to December 2016, and as chief operating officer from 2006 to 2008. Additionally, Mr. Waddell is a member of the Board of Trustees of Northwestern University and a director of AbbVie Inc.

 


(The information pertaining to the board of directors reflects the 2020 Proxy Statement and any company announcements since)

IBM Board of Directors

Director nominees

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

IBM Board of Directors

Optimal mix of skills and experience of director nominees

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

Optimal mix of skills and experience of director nominees

IBM Board of Directors Snapshot

Strong Board Diversity

The Board represents a deliberate mix of members who have a deep understanding of our business and members who bring new skills and fresh perspectives. Additionally, more than 25 percent of our director nominees are ethnically or gender diverse. We have a deliberate mix of age and tenure on the Board. This mix of new and tenured directors reflects our commitment to ongoing and proactive Board refreshment.

Strong Board Diversity

 

Overview

IBM’s Board of Directors is responsible for supervision of the overall affairs of IBM. Following the Annual Meeting in 2020, the Board will consist of 14 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:

  • 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; and
  • strong character and integrity.

The Committee and the Board also focus on ensuring that the Board reflects a diversity of backgrounds, including gender, ethnicity, talents and perspectives.

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; and
  • 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 of the 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 Tight Board for IBM

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.

Director Skills and Qualifications

New Independent Directors Since the 2019 Proxy Statement

Thomas BuberlThomas Buberl

Mr. Buberl is the Chief Executive Officer of AXA S.A., one of the world’s largest global insurance firms. Mr. Buberl’s experience leading AXA through a digital transformation, accelerating business innovation and leveraging data to meet customers’ rapidly evolving needs in the digital world will be valuable to IBM and its stockholders.

Frederick William McNabb, IIIFrederick William McNabb, III

Mr. McNabb is the retired Chairman and Chief Executive Officer of The Vanguard Group. Mr. McNabb’s experience in global investing, deep commitment to delivering long-term value, and leadership in corporate governance are valuable attributes and perspectives for IBM stockholders.


(The information pertaining to the board of directors reflects the 2020 Proxy Statement and any company announcements since)

 

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