INTERNATIONAL BUSINESS MACHINES CORP

WHAT'S NEW?

We continue to enhance our governance, compensation, and responsible business practices and disclosures. Among many other items, in 2025, IBM has:•Undertaken a strategic assessment of ideal skills needed for optimal performance of the Board, focusing on each director’s top skills•Refreshed the Board candidate recruitment process•Introduced a relative Total Shareholder Return (rTSR) modifier to our long-term incentive plan to align with IBM's strategy of sustainable growth•Disclosed relevant information about programs, policies, and metrics related to IBM's responsible business initiatives

Governance highlights

Effective board leadership, independent oversight and strong corporate governance

•Independent Lead Director with robust and well-defined responsibilities•Committee sessions with key strategic leaders from senior management•Annual Board self-evaluations led by the independent Lead Director•Executive session led by the independent Lead Director at each Board meeting•Proactive Board and committee refreshment with focus on the optimal mix of skills, experience and backgrounds•Annual review of the Board leadership structure•Confidential voting•Director overboarding policy

Stockholder rights and accountability

•Annual election of all directors•Majority voting for directors in uncontested elections•Stockholder special meeting right•Proxy access•No stockholder rights plan•No supermajority voting provisions•Robust year-round stockholder engagement process•Signatory of Commonsense Principles 2.0•Signatory to the Business Roundtable Statement on the Purpose of a Corporation•Stockholder right to remove directors

Robust risk oversight

IBM’s Board maintains active oversight of enterprise risk, including cybersecurity, talent management, and responsible business initiatives, as part of its strategic governance responsibilities. The Board receives regular reports from senior management and subject matter risk professionals and integrates both internal and external perspectives into its risk assessment process to ensure IBM remains agile and prepared for emerging challenges. Topics include:Cybersecurity: Regular briefings from security leaders and integration of cyber risk into enterprise risk managementTalent management: Oversight of IBM’s risks related to compensation, pipeline, and talent management programs

Director nominees

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

• Frederick H. Waddell was the chair of the Executive Compensation and Management Resources Committee in 2025 and will remain chair until April 28, 2026. Thomas Buberl will become chair of the Executive Compensation and Management Resources Committee on April 28, 2026 and will also join the Executive Committee.

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:

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.