Diverse and global perspective— The board’s diversity and international experience is crucial for IBM, which operates in more than 175 countries. 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 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. – Eleven out of 12 director nominees are independent. – In the last three years, two women directors and three ethnically diverse directors were added. – The average tenure of director nominees is 4.9 years. – Fifty percent of our director nominees were first elected to our board in the past three years. The directors, the Corporate Governance Committee, and the board believe that the abovementioned 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. IBM’s Board of Directors 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. Business operation, innovation, transformation, and digital experience— 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— 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. IBM Board of Directors—Experience and skills of director nominees Director Thomas Buberl David N. Farr Alex Gorsky Michelle J. Howard Arvind Krishna Andrew N. Liveris F. William McNabb III Martha E. Pollack Joseph R. Swedish Peter R. Voser Frederick H. Waddell Alfred W. Zollar Client industry † expertise Financial Services and Insurance Manufacturing Healthcare Government Information Technology Chemicals Financial Services and Insurance Research and Development Healthcare Energy Financial Services and Insurance Information Technology Organizational leadership and management ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Global operations ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ CFO ✓ Specific risk oversight/ risk management exposure ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Technology, cybersecurity, or dgital ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Academia ✓ ✓ Government/regulatory, business associations, or public policy ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Public board ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Gender identity Male Male Male Female Male Male Male Female Male Male Male Male Race and/or ethnicity White/ Caucasian White/ Caucasian White/ Caucasian Black/African American Asian/Pacific Islander White/ Caucasian White/ Caucasian White/ Caucasian White/ Caucasian White/ Caucasian White/ Caucasian Black/African American Born outside the US ✓ ✓ ✓ ✓ † These client industries provide a snapshot into the many key and diverse industries in which our directors have relevant experience. Many of our directors have experience in multiple client industries. 13 IBM 2021 ESG Report
ESG Report | IBM Page 12 Page 14