On at least an annual basis, the Directors and Corporate Governance Committee reviews committee assignments and discusses whether rotation of committee members and committee chairs is appropriate to introduce fresh perspectives and to broaden and diversify the views and experiences represented on the Board’s committees. In 2023, Mr. Miebach and Ms. Brown joined the Directors and Corporate Governance Committee, and Mr. Buberl rotated from the Directors and Corporate Governance Committee to the Executive Compensation and Management Resources Committee.

• Members:  Arvind Krishna (Chair), Alex Gorsky, Andrew N. Liveris, Peter R. Voser, Frederick H. Waddell
• Number of meetings in 2023: 0

Key responsibilities:

The Executive Committee is empowered to act for the full Board in intervals between Board meetings, with the exception of certain matters that by law may not be delegated. The Committee meets as necessary, and all actions by the Committee are reported at the next Board of Directors meeting. The Committee did not meet in 2023.

(This information reflects the 2024 Proxy Statement and subsequent updates.)

• Members: Peter R. Voser (Chair), David N. Farr, Michelle J. Howard, F. William McNabb III
• Audit committee financial experts: David N. Farr, Michelle J. Howard, F. William McNabb III, Peter R. Voser
• Number of meetings in 2023: 10

Key responsibilities:

The Audit Committee is responsible for reviewing reports of IBM’s financial results, audit results, internal controls, and adherence to IBM’s Business Conduct Guidelines in compliance with applicable laws and regulations, including federal procurement requirements. Concurrent with that responsibility, set out more fully in its charter, the Audit Committee performs many other functions, including:

• selecting the independent registered public accounting firm and reviewing its selection with the Board;
• annually preapproving the proposed services to be provided by the accounting firm during the year;
• receiving and discussing reports relating to key controls and processes, including cybersecurity and publicly reported environmental, social and governance data;
• reviewing the procedures of the independent registered public accounting firm for ensuring its independence with respect to the services performed for IBM;
• meeting with management prior to each quarterly earnings release; and
• regular private sessions with senior management, including IBM’s Chief Trust and Compliance Officer.

The Audit Committee chair, pursuant to authority delegated by the Audit Committee, may approve engagements with the independent registered public accounting firm that are outside the scope of the services and fees approved by the Committee, which are later presented to the Committee.

The Board has determined that each member of the Committee qualifies as an Audit Committee Financial Expert as defined by the rules of the SEC.

• Audit committee charter
  

(This information reflects the 2024 Proxy Statement and subsequent updates.)

• Members: Andrew N. Liveris (Chair), Marianne C. Brown, Alfred W. Zollar
• Number of meetings in 2023: 4

Key responsibilities:

The Directors and Corporate Governance Committee is devoted primarily to the continuing review and articulation of the governance structure and practices of the Board. Concurrent with that responsibility, set out more fully in its charter, the Directors and Corporate Governance Committee performs many other functions, including:  

• recommending qualified candidates to the Board for election as directors of IBM, including the slate of directors that the Board proposes for annual election by stockholders at the annual meeting, and planning for future Board and committee refreshment actions;
• advising and making recommendations to the Board on all matters concerning directorship practices, and on the function and duties of the committees of the Board;
• making recommendations to the Board on compensation for non-management directors;
• overseeing policies and practices related to corporate social responsibility, sustainability and environmental, social, and governance matters; and 
• reviewing and considering stockholder proposals, including those dealing with issues of public and social interest.
  

As discussed above, the Committee is responsible for recommending qualified candidates to the Board for election as directors of IBM. The Committee recommends candidates based on their business or professional experience, the diversity of their background (including gender and ethnic diversity), and their talents and perspectives.

• Directors and Corporate Governance Committee Charter
  

(This information reflects the 2024 Proxy Statement and subsequent updates.)

• Members: Federick H. Waddell (Chair), Thomas Buberl, Martha E. Pollack, Michael Miebach
• Number of meetings in 2023: 8

Key responsibilities:

The Executive Compensation and Management Resources Committee has responsibility for defining and articulating IBM’s overall executive compensation philosophy, and administering and approving all elements of compensation for elected corporate officers. Concurrent with that responsibility, set out more fully in its charter, the Executive Compensation and Management Resources Committee performs many other functions, including:

• reviewing and approving the corporate goals and objectives relevant to the Chairman and CEO’s compensation, evaluating performance in light of those goals and objectives and, together with the other independent directors, determining and approving the Chairman and CEO’s compensation based on this evaluation;
• reviewing IBM’s human capital management, diversity and inclusion and other management resources programs, including overseeing, along with the full Board, the succession-planning process of the CEO and other senior management positions;
• approving, by direct action or through delegation, participation in and all awards, grants, and related actions under IBM’s various equity plans;
• reviewing the compensation structure for IBM’s officers and providing oversight of management’s decisions regarding performance and compensation of other employees; and
  
• monitoring compliance with stock ownership guidelines.

The Committee reports to stockholders as required by the SEC (see 2023 Report of the Executive Compensation and Management Resources Committee of the Board of Directors in this Proxy Statement).

Members of the Committee are not eligible to participate in any of the plans or programs that the Committee administers.

• Executive Compensation and Management Resources Committee Charter
  

(This information reflects the 2024 Proxy Statement and subsequent updates.)

Messrs. Buberl, Gorsky, Swedish, and Waddell and Dr. Pollack each served as members of the Executive Compensation and Management Resources Committee in 2023. All members of the Committee were independent directors, and no member was an employee or former employee of IBM. During 2023, none of our executive officers served on the compensation committee or board of directors of another entity whose executive officer served on our Executive Compensation and Management Resources Committee or Board. Therefore, there is no relationship that requires disclosure as a compensation committee interlock.

(This information reflects the 2024 Proxy Statement.)