Andrew N. Liveris
INTERNATIONAL BUSINESS MACHINESAbout Andrew N. Liveris
Andrew N. Liveris, 70, is a long-tenured independent director of IBM (director since 2010) and former Chairman, President and CEO of The Dow Chemical Company; he later served as Executive Chairman of DowDuPont until his retirement in July 2018. At IBM, he currently chairs the Directors and Corporate Governance Committee and serves on the Executive Committee. His disclosed credentials emphasize global operating leadership, public policy experience (including chairing the U.S. Government Manufacturing Council under both Presidents Obama and Trump), and governance expertise across industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | President & CEO; Chairman | CEO 2004–2017; Chairman 2006–2017 | Led large-scale global operations and M&A; extensive strategy and risk oversight |
| DowDuPont | Executive Chairman | Late 2017–Jul 2018 | Oversaw integration and portfolio actions during merger transition |
| U.S. Government Manufacturing Council | Chairman (under Obama and Trump Administrations) | Not specified | Guided manufacturing policy; public-policy engagement |
| The Business Council | Chairman; Executive Committee member | Not specified | Business policy leadership and CEO-level peer governance network |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Saudi Aramco | Director | Current | Large global energy company; potential information-flow sensitivity with IBM’s enterprise relationships in energy verticals |
| Worley | Director | Current | Global engineering/services; similar sector adjacency |
| Lucid Motors | Director | Current | Public EV manufacturer |
| NOVONIX Limited | Director | Through Apr 2024 | Battery materials/technology; stepped off in 2024 |
| KAUST (King Abdullah University of Science and Technology) | Trustee | Current | Academic governance role |
| Brisbane 2032 Olympic & Paralympic Games | President, Organizing Committee | Current | Major event leadership role |
| California Institute of Technology; USCIB | Former Trustee | Prior service | Non-profit governance |
Board Governance
- Current IBM committees: Directors and Corporate Governance (Chair); Executive Committee member .
- Committee activity (2024): Directors & Corporate Governance met 4x; Executive Committee met 0x (no meetings) .
- Independence: The Board determined Mr. Liveris is independent under IBM/NYSE standards .
- Attendance: Board held 7 meetings; committees met 19 times in 2024; overall director attendance >97% and each director ≥75% .
- Board-level structure and oversight: Lead Independent Director (Alex Gorsky) presides executive sessions each meeting and leads evaluations; robust independent leadership framework .
- No compensation committee interlocks disclosed (Board-wide) .
Fixed Compensation (Director)
| Component | 2024 Value | Detail |
|---|---|---|
| Annual retainer and chair fees (cash) | $370,000 | Includes base director retainer and $20,000 additional annual retainer for Chair of Directors & Corporate Governance |
| All other compensation | $259,191 | Primarily dividend equivalents on Promised Fee Shares (PFS) in DCEAP for Mr. Liveris ($259,115); balance relates to standard director benefits programs if applicable |
| Total | $629,191 | Sum of fees and all other compensation |
Notes:
- Additional annual retainers: Audit Chair $30,000; Directors & Corporate Governance Chair $20,000; Executive Compensation Chair $20,000; Lead Director $50,000 .
- IBM directors utilize the Deferred Compensation and Equity Award Plan (DCEAP) with Promised Fee Shares (PFS); dividend equivalents accrue on PFS; payouts elected in cash and/or stock at separation .
Performance Compensation
- IBM does not disclose performance-based compensation (e.g., PSUs/options) for non-management directors; compensation is retainer-based with optional deferral into PFS under DCEAP (no director performance metrics apply) .
Other Directorships & Interlocks
| Company | Listing | Role | Potential Interlock Considerations |
|---|---|---|---|
| Saudi Aramco | Public | Director | IBM enterprise relationships in energy verticals could create perceived information-flow sensitivities; IBM’s related-party policy governs reviews; no specific related-party transactions disclosed |
| Worley | Public | Director | Engineering/services adjacency; same oversight considerations |
| Lucid Motors | Public (LCID) | Director | EV/technology ecosystem adjacency |
| NOVONIX Limited | Public (ended Apr 2024) | Former Director | Battery tech; ended 2024 |
IBM policy and disclosures:
- Related person transactions are reviewed by independent directors; no interlocks or transactions requiring disclosure were reported; Compensation Committee interlocks: none .
Expertise & Qualifications
- Core skills: Global business leadership and risk management (Dow/DowDuPont); extensive government and public policy experience; operations, strategy, and corporate governance across industries .
- IBM skills matrix section (narrative) emphasizes oversight abilities in AI, transformation, and risk across the Board, with a focus on aligning skills to strategy .
Equity Ownership
| Holding Type | Amount | Valuation Basis |
|---|---|---|
| Common Stock | 2,655 shares | Included in table of director holdings |
| Directors’ DCEAP Shares (PFS) | 40,767 PFS | Promised Fee Shares incl. dividend equivalents |
| Options/RSUs acquirable within 60 days | 0 | As disclosed |
| Aggregate value of common + DCEAP shares | $9,545,522 | Valued at $219.83 (12/31/2024 close) |
Alignment framework:
- Director stock ownership guideline: within 5 years, non-management directors target stock-based holdings equal to 8x the equity portion of the annual retainer; IBM states these guidelines are among the strongest in its peer group .
- Hedging and pledging: IBM prohibits Board members from hedging or pledging IBM stock; no margin accounts or collateralization permitted .
- Aggregate ownership context: Non-management directors collectively held ~$53M (avg >$4.4M per director) as of 12/31/2024 .
Governance Assessment
Key positives
- Independence and oversight: Independent director; chairs Directors & Corporate Governance, which oversees board refreshment, director compensation, ESG oversight, and stockholder proposals; clearly defined charter and responsibilities .
- Engagement and attendance: Strong board/committee attendance metrics Board-wide; annual self-evaluations led by Lead Director; robust stockholder engagement programs .
- Ownership alignment and risk controls: Significant personal stake via common stock/PFS; strict anti-hedging/pledging policy; strong director ownership guidelines .
- Pay practices signal: High Say-on-Pay support (92.2%) indicates broad investor support for overall compensation governance in 2024 .
- No interlocks or RPTs: No compensation committee interlocks; no related-person transactions requiring disclosure .
Watch items and potential red flags
- External board load: Concurrent directorships at Saudi Aramco, Worley, and Lucid Motors increase time commitments; IBM maintains an overboarding policy but thresholds are not detailed in-proxy; continued monitoring for workload and potential perceived conflicts is prudent. Not a disclosed violation, but a time-commitment risk indicator for some investors .
- Tenure and refreshment: Fifteen years of service (since 2010) can raise refreshment/independence considerations for some governance frameworks, balanced by IBM’s ongoing refresh process and committee review of assignments .
Appendix: Committee Charters and Meeting Activity (Context)
- Directors & Corporate Governance Committee (Chair: A.N. Liveris): 2024 meetings: 4; responsibilities include director nominations, director pay recommendations, governance practices, ESG oversight, stockholder proposals; charter link provided in proxy .
- Executive Committee (members include A.N. Liveris): 2024 meetings: 0; empowered to act between board meetings for certain matters except those non-delegable by law .
Delinquent Section 16(a) reports: None reported for 2024 (Board-wide) .