Alex Gorsky
INTERNATIONAL BUSINESS MACHINESAbout Alex Gorsky
Alex Gorsky, age 64, is IBM’s independent Lead Director and a member of the Executive Committee; he has served on IBM’s Board since 2014. He is the former Chairman and Chief Executive Officer of Johnson & Johnson (CEO from April 2012, Chairman from December 2012; transitioned to Executive Chairman at the end of 2021). He currently sits on the boards of Apple and JPMorgan Chase, and serves on the Board of Advisors for the Wharton School and on the board of the Travis Manion Foundation. IBM’s Board has affirmed his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Chairman and CEO (later Executive Chairman) | CEO from Apr 2012; Chairman from Dec 2012; Executive Chairman through end of 2021 | Led a global, complex enterprise; deep operations, R&D, and policy expertise |
| Johnson & Johnson | Worldwide Chairman, Medical Devices & Diagnostics; Vice Chairman, Executive Committee | Appointed Sept 2009; Vice Chairman Jan 2011 | Oversight of major businesses; executive leadership |
| Johnson & Johnson | Company Group Chairman, Ethicon; Surgical Care Group | 2008–2009 (Ethicon); early 2009 (Surgical Care Group) | Product and operating leadership |
| Novartis Pharmaceuticals Corporation | Head of Pharmaceutical Business, North America | 2004–2008 | Led U.S. business unit operations |
| Janssen Pharmaceutica (J&J) | Sales Representative (entry role) | Joined 1988 | Early commercial foundation |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Apple Inc. | Director | Technology | Current board service |
| JPMorgan Chase & Co. | Director | Financial Services | Current board service |
| Wharton School (Univ. of Pennsylvania) | Board of Advisors | Academic | Advisory role |
| Travis Manion Foundation | Director | Non-profit | Board service |
Board Governance
- Lead Director responsibilities include approving Board information and schedules, presiding over executive sessions at every Board meeting, calling meetings of independent directors, serving as liaison to the Chair/CEO, leading the Board self-evaluation, and engaging with major stockholders as needed. He also conducts one-on-one debriefs with the Chair, attends committee meetings, and meets individually with independent directors.
- Independence: IBM determined that Alex Gorsky meets the Board’s independence standards under NYSE requirements.
- Attendance: In 2024 the Board held 7 meetings and committees met 19 times; overall director attendance exceeded 97%, with at least 75% attendance for each director.
- Committee assignments: Member, Executive Committee (0 meetings in 2024; Chair is Arvind Krishna). Not listed as a member of Audit, Directors & Corporate Governance, or Executive Compensation & Management Resources committees.
- Independent leadership structure: IBM combines Chair/CEO roles with an independent Lead Director (Gorsky) to ensure robust oversight, a structure affirmed by investor feedback and annual Board review.
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $400,000 | Includes standard annual retainer and applicable role-based retainers |
| Lead Director Additional Annual Retainer | $50,000 | Added to standard director fees for Lead Director role |
| All Other Compensation (2024) | $194,890 | Primarily dividend equivalents on Promised Fee Shares (PFS) under DCEAP |
| Total (2024) | $594,890 | Sum of cash fees and other compensation |
- Director compensation program uses the Deferred Compensation and Equity Award Plan (DCEAP); directors earn PFS and receive dividend equivalents on PFS balances. Payout occurs upon completion of service, in cash and/or stock, per elected schedule.
Performance Compensation
IBM directors are not granted performance-based RSUs/PSUs or stock options; director pay is not tied to the executive performance metrics below. The table is provided for context on IBM’s executive incentive design.
| Program | Metric | Weighting/Thresholds | Notes |
|---|---|---|---|
| Annual Incentive Program (Executives) | Revenue | Target-based; threshold 80% with 50% payout; maximum 110% with 200% payout | Currency-adjusted revenue for scoring |
| Annual Incentive Program (Executives) | Operating Cash Flow (non-GAAP) | Threshold 70% with 70% payout; maximum 120% with 200% payout | Non-GAAP; measures reinvestment/returns |
| Performance Share Units (2022–2024) | Revenue | 40%; Threshold 70%/25% payout; Target 100%/100%; Max 120%/150% | Currency-adjusted; leverages 0–150% |
| Performance Share Units (2022–2024) | Operating EPS (non-GAAP) | 30%; same thresholds/payouts as above | Adjusted for share count & Russia exit |
| Performance Share Units (2022–2024) | Free Cash Flow (non-GAAP) | 30%; same thresholds/payouts as above | Consolidated basis; adjusted items |
| PSU ROIC Modifier | Relative ROIC | ±20 points vs S&P medians; 0 if base score is 0% | 2022–2024 modifier was 0 |
| Director Equity Cashflows (2024) | Amount (USD) |
|---|---|
| Dividend equivalents on PFS credited to Alex Gorsky (included in “All Other Compensation”) | $194,815 |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | Apple; JPMorgan Chase |
| Compensation committee interlocks | None disclosed for IBM; no interlocks identified in 2024 |
| Related party transactions | IBM has a formal related person transactions policy; no director-specific transactions requiring disclosure were identified; independence determinations exclude directors from discussions when applicable. |
Expertise & Qualifications
- Extensive global business, strategic, financial, and risk management experience as former Executive Chairman and CEO of Johnson & Johnson; deep understanding of complex operational issues, technology evolution, and R&D.
- Public policy leadership as former Chair of the Business Roundtable’s Corporate Governance Committee and former member of The Business Council Executive Committee.
- Active governance engagement as IBM’s Lead Director, including leading self-evaluations and presiding over executive sessions at each Board meeting.
Equity Ownership
| Holding (as of Dec 31, 2024) | Units | Value (USD) |
|---|---|---|
| Common Stock | 4,444 | Included in total below |
| Directors’ DCEAP Shares (PFS) | 31,021 | Included in total below |
| Options/RSUs acquirable within 60 days | 0 | N/A |
| Value of Common + DCEAP shares | $7,796,427 | |
| Price basis reference | Closing price $219.83 at FY-end |
- Director ownership guidelines: Within five years of initial election, non-management directors are expected to hold stock-based holdings equal to 8x the equity portion of annual retainer; IBM notes these guidelines are among the strongest in its peer group.
- Hedging/pledging: Prohibited for directors and corporate leadership; no hedging or pledging of IBM securities permitted.
- Aggregate non-management director holdings: 241,285 shares of common stock and DCEAP shares, valued >$53 million in total; average >$4.4 million per director.
Insider Trades
| Item | Disclosure |
|---|---|
| Delinquent Section 16(a) reports (2024) | None; IBM believes all required director/executive filings in 2024 were timely. |
| Hedging/Pledging | Prohibited by IBM policy for directors and senior leadership. |
Governance Assessment
- Strong independent oversight: As Lead Director, Gorsky administers Board risk oversight and evaluation processes, presides over executive sessions at each meeting, and interfaces directly with major shareholders—enhancing Board effectiveness and investor confidence.
- Independence and attendance: Independence affirmed; Board/committee attendance >97% overall (≥75% for each director), supporting robust engagement and accountability.
- Committee structure: Member of Executive Committee (0 meetings in 2024), while Audit, Compensation, and Directors & Corporate Governance committees comprised fully of independent directors; refreshed membership for perspective diversity.
- Director pay alignment: Cash retainer plus PFS-based equity and dividend equivalents, with stringent stock ownership guidelines; hedging/pledging prohibited—aligns director incentives with shareholders without performance-linked awards that could introduce conflicts.
- Conflicts/interlocks: No compensation committee interlocks disclosed; related-person transaction oversight process in place; independence determination annually reviewed.
- Shareholder signals: Say-on-pay approval of 92.2% in 2024 indicates broad investor support for IBM’s compensation governance framework.
RED FLAGS: None disclosed regarding related-party transactions, Section 16(a) delinquencies, hedging/pledging, or compensation committee interlocks. Continued monitoring warranted given multiple outside public company directorships (Apple, JPMorgan), subject to IBM’s overboarding policy and annual independence review.