Alfred W. Zollar
INTERNATIONAL BUSINESS MACHINESAbout Alfred W. Zollar
Alfred W. Zollar (age 70) is an independent director of IBM, serving since 2021. He is a former Executive Advisor and Executive Partner at Siris Capital Group and retired from IBM in 2011 after a 34‑year career holding senior roles in systems and software. He is a Harvard Fellow (2011 Advanced Leadership Initiative) and maintains memberships in the Executive Leadership Council and the National Society of Black Engineers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siris Capital Group, LLC | Executive Partner; later Executive Advisor | Executive Partner 2014–Mar 2021; Executive Advisor since Mar 2021 | Worked closely with cloud and enterprise security providers; governance and strategic oversight |
| IBM | Senior management roles in systems and software | Retired in 2011 after a 34‑year career | Global technology leadership; deep systems/software expertise |
| Red Hat | Director | 2018–2019 | Oversight on open-source enterprise software; technology governance |
| Public Service Enterprise Group | Director | 2012–2023 | Utility sector oversight; risk and strategy |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Nasdaq, Inc. | Director | Current | Finance, strategy, and governance experience |
| Bank of New York Mellon Corp. | Director | Current | Financial services governance; risk oversight |
| Executive Leadership Council | Member | Current | Senior executive leadership network |
| National Society of Black Engineers | Lifetime Member | Current | Professional engineering community |
| Harvard Advanced Leadership Initiative | Fellow (2011 cohort) | Past | Leadership development and social impact |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE and IBM standards |
| IBM Board Committee Assignments | Directors & Corporate Governance Committee (member) |
| Committee Chair Roles | None (D&CG Chair is Andrew N. Liveris) |
| Board/Committee Meetings in 2024 | Board: 7; Committees collectively: 19; D&CG: 4; Audit: 10; Executive Compensation: 5; Executive Committee: 0 |
| Attendance | Overall >97%; at least 75% for each director |
| Lead Independent Director | Alex Gorsky; robust responsibilities and executive sessions each meeting |
- Compensation Committee Interlocks: None (all members independent; no cross‑board interlocks) .
- Related Party Transactions: Governed by a formal policy; any material interests reviewed/approved by independent directors; no specific related‑party transactions disclosed involving Zollar .
Fixed Compensation
| Component | Alfred W. Zollar | Source |
|---|---|---|
| Annual retainer (cash) | $350,000 | 2024 Director Compensation Table |
| Committee chair fees | $0 (not a chair) | Committee roster; additional chair retainers policy |
| Lead Director premium | $0 (not Lead Director) | Director retainer schedule |
| All other compensation | $42,858 (incl. $42,782 dividend equivalents on PFS; remainder insurance/match) | Footnote (1) and total |
| Total 2024 director compensation | $392,858 | Table totals |
IBM Director Compensation Structure:
- Additional annual retainers: Audit Chair $30,000; D&CG Chair $20,000; Exec Comp Chair $20,000; Lead Director $50,000 .
- Matching Grants Program: 1:1 match up to $10,000 to eligible institutions .
- Director compensation consultant: Semler Brossy; no conflicts .
Performance Compensation
IBM director compensation is not performance‑based; directors primarily receive cash retainers and may defer into Promised Fee Shares (PFS) under the DCEAP (with dividend equivalents on PFS). No director PSUs/options tied to corporate performance are disclosed for non‑management directors .
PFS Accruals and Dividend Equivalents (Zollar):
| Metric | 2024 | 2025 YTD | Notes |
|---|---|---|---|
| Dividend equivalents on PFS ($) | $42,782 | N/A | Included in “All other compensation”; totals reflect 2024 |
| Quarterly PFS accruals (shares) | 459 on 2024‑03‑28 | 367 on 2025‑03‑31 | Form 4 PFS awards |
| 506 on 2024‑06‑28 | 310 on 2025‑06‑30 | ||
| 396 on 2024‑09‑30 | 324 on 2025‑09‑30 | ||
| 399 on 2024‑12‑31 | — |
DCEAP payout options at board departure: lump sum or installments in cash and/or IBM stock; valuation uses closing price per policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Nasdaq, Inc. | Director | Not disclosed in IBM proxy | Financial market infrastructure; monitor any IBM commercial ties; no related‑party transactions disclosed |
| Bank of New York Mellon Corp. | Director | Not disclosed in IBM proxy | Financial services; monitor custody/treasury relationships; no related‑party transactions disclosed |
| Red Hat | Former Director (2018–2019) | — | Technology supplier (IBM owns Red Hat); prior role; no conflict disclosed |
| Public Service Enterprise Group | Former Director (2012–2023) | — | Utility sector; prior role; no conflict disclosed |
- Compensation committee interlocks at IBM: None .
- IBM related‑party transaction policy and independent review process in place .
Expertise & Qualifications
- Global business and leadership from private equity and public company directorships .
- Deep technology background from 40+ years in systems/software and Red Hat oversight .
- Finance, strategy, governance expertise from roles at Nasdaq and BNY Mellon; prior PSEG board .
Equity Ownership
| Holding Type | Shares | Valuation Method | Value at 12/31/2024 |
|---|---|---|---|
| Common Stock | 936 | Closing price $219.83 x shares | $205,? see total calc below |
| Directors’ DCEAP (PFS) | 7,610 | Closing price $219.83 x shares | $1,672,? see total calc below |
| Total (Common + DCEAP) | 8,546 | $219.83 x total | $1,878,717 |
- No shares pledged as collateral; IBM policy prohibits hedging/pledging by directors and senior leaders .
- Stock ownership guideline: within 5 years, non‑management directors must hold stock‑based holdings equal to 8× the equity portion of the annual retainer (IBM states its director guideline is strongest in its peer group) .
Recent Insider Transactions (Form 4):
| Date | Type | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|
| 2024‑11‑13 | Open market purchase | 936 | $210.6185 | 936 common | |
| 2024‑03‑28 | PFS award | 459 | $0 | 6,145 PFS | |
| 2024‑06‑28 | PFS award | 506 | $0 | 6,711 PFS | |
| 2024‑09‑30 | PFS award | 396 | $0 | 7,161 PFS | |
| 2024‑12‑31 | PFS award | 399 | $0 | 7,611 PFS | |
| 2025‑03‑31 | PFS award | 367 | $0 | 8,027 PFS | |
| 2025‑06‑30 | PFS award | 310 | $0 | 8,386 PFS | |
| 2025‑09‑30 | PFS award | 324 | $0 | 8,764 PFS |
Governance Assessment
- Strengths: Independent status; sits on Directors & Corporate Governance Committee shaping board composition and policies; strong attendance culture; robust Lead Director framework; anti‑hedging/pledging policy; director ownership guidelines; positive investor sentiment with 92.2% Say‑on‑Pay approval in 2024 indicating alignment with compensation governance .
- Alignment signals: Open‑market purchase of IBM shares in Nov 2024; ongoing PFS accrual under DCEAP; aggregate non‑management director holdings were ~$53M with >$4.4M average per director at FYE 2024, indicating meaningful board‑level ownership .
- Watch items: External directorships at Nasdaq and BNY Mellon warrant monitoring for any IBM commercial relationships; IBM’s related‑party review process and independence determinations mitigate conflict risk; no compensation committee interlocks or delinquent filings reported .
- Overall: Governance profile supports board effectiveness and investor confidence, with clear independence, committee engagement, and ownership alignment; no material red flags disclosed in proxy or Form 4 records .