Anne Robinson
INTERNATIONAL BUSINESS MACHINESAbout Anne Robinson
Senior Vice President and Chief Legal Officer at IBM; joined July 1, 2024, and serves as a named executive officer focused on legal and regulatory support for AI, Quantum, M&A and Consulting, policy streamlining, and talent optimization for speed and balanced risk-taking . IBM’s 2024 performance context during her tenure: revenue $62.8B, cash from operations $13.4B, free cash flow $12.7B, operating PTI margin 18% (+120 bps YoY), and ~40% TSR in 2024 with AIP pool funding at 110% .
| IBM 2024 Key Performance Metrics | Value |
|---|---|
| Revenue ($B) | 62.8 |
| Cash from Operations ($B) | 13.4 |
| Free Cash Flow ($B) | 12.7 |
| Operating PTI Margin (%) | 18% (+120 bps YoY) |
| 2024 TSR (approx.) | ~40% |
| AIP Pool Funding (2024) | 110% |
Fixed Compensation
| Component | 2024 (Actual Paid) | 2025 (Target/Rate) |
|---|---|---|
| Base Salary ($) | 467,500 | 1,021,000 (salary rate) |
| Annual Incentive Target | 135% of salary (NEO policy) | 1,379,000 ($ value) |
| Sign-on Bonus ($) | 750,000 (paid 7/15/2024; repay if separation within 1 year, except death/disability/without cause) | — |
Performance Compensation
| Item | Detail |
|---|---|
| 2024 AIP Metrics | Revenue; Operating Cash Flow (non-GAAP). Modifier based on representation and inclusion (no impact in 2024). Qualitative +10 points for execution/innovation; pool funded at 110% . |
| 2024 AIP Scores (IBM-level) | Revenue: 97%; Operating Cash Flow: 104%; Pool Funding: 110% . |
| 2024 AIP Payout (Anne Robinson) | $695,750 (pro-rated from 7/1/2024 start) . |
| LTI Program (structure) | PSUs (60%), RSUs (20%), Stock Options (20%) at grant; PSUs measured on 3-year Revenue, Operating EPS, Free Cash Flow, with ROIC relative modifier . |
| PSU Payout Curve (2022–2024 program) | Revenue (40%), Operating EPS (30%), FCF (30%): Threshold 70%/25% payout; Target 100%/100%; Max 120%/150%; ROIC modifier ±20; Final score 93 (ROIC modifier 0) . |
| PSU Metrics (2022–2024 program) | Threshold (Attain/Payout) | Target (Attain/Payout) | Max (Attain/Payout) |
|---|---|---|---|
| Revenue (40%) | 70% / 25% | 100% / 100% | 120% / 150% |
| Operating EPS (30%) | 70% / 25% | 100% / 100% | 120% / 150% |
| Free Cash Flow (30%) | 70% / 25% | 100% / 100% | 120% / 150% |
| ROIC Modifier | — | — | ±20 (relative to S&P 500 IT and S&P 500 ex-Financials) |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Common Stock | 0 shares |
| Stock-based Holdings (unvested RSUs/RRSUs counted in “stock-based holdings”) | 26,240 units |
| Shares Acquirable Within 60 Days | 0 |
| Insider Transactions (2024 Vesting) | 2,679 shares vested; value $588,925 in 2024 |
| Stock Ownership Guidelines (Policy) | CEO: 10x salary; Other NEOs: 7x salary; 5-year compliance window; unvested awards and unexercised options do not count |
| Hedging/Pledging | Prohibited for directors and senior leaders; no hedging or pledging of IBM stock |
Equity Grants and Vesting Schedules (Potential Supply/Pressure)
| Award Type | Grant Date | Units / Terms | Vesting Schedule | First Vest |
|---|---|---|---|---|
| Stock Options | 07/01/2024 | 28,240 options; $174.94 strike; expire 06/30/2034 | 25% per year on grant anniversary (with continued service or qualifying retirement) | 07/01/2025 |
| RRSU | 07/01/2024 | 20,592 units | 42% on 1st anniversary; 29% on each of 2nd and 3rd anniversaries (service conditions) | 07/01/2025 |
| RSU | 07/01/2024 | 5,648 units | 25% per year on grant anniversary (service conditions) | 07/01/2025 |
| PSUs (Target #1) | 07/01/2024 | 5,591 target units | 3-year period (2024–2026); payout Feb 2027; ROIC relative modifier applies | — |
| PSUs (Target #2) | 07/01/2024 | 8,472 target units | 3-year period (2024–2026); payout Feb 2027; ROIC relative modifier applies | — |
Employment Terms
- Start date and tenure: Hired July 1, 2024; 2024 AIP and pay items pro-rated to service period .
- 2024 Summary Compensation (actuals): Salary $467,500; Stock awards $6,841,641; Option awards $1,090,629; AIP $695,750; All Other $31,840; Total $9,877,360 .
| 2024 Summary Compensation (USD) | Amount |
|---|---|
| Salary | 467,500 |
| Stock Awards (PSU/RSU/RRSU grant-date fair value) | 6,841,641 |
| Option Awards (grant-date fair value) | 1,090,629 |
| Non-Equity Incentive (AIP) | 695,750 |
| All Other Compensation | 31,840 |
| Total | 9,877,360 |
- 2025 Target Pay Mix: Salary rate $1,021,000; AIP target $1,379,000; LTI mix 60% PSUs ($4.56M), 20% RSUs ($1.52M), 20% Options ($1.52M) .
| 2025 Target Pay Elements | Amount ($) |
|---|---|
| Salary Rate | 1,021,000 |
| Annual Incentive Target | 1,379,000 |
| PSUs (Value) | 4,560,000 |
| RSUs (Value) | 1,520,000 |
| Stock Options (Value) | 1,520,000 |
- Policies and protections:
- No individual severance or change-in-control agreements for executive officers; no accelerated vesting of equity on CoC .
- Noncompetition and nonsolicitation agreements apply to senior executives (e.g., 12 months); robust clawbacks for incentive-based comp and equity .
- No excise tax gross-ups; no dividend equivalents on unearned RSUs/PSUs; no hedging/pledging .
- Pension/retirement: Eligible for IBM’s Retirement Benefit Account after one year of service; not in the 2024 Excess Savings Plan due to mid-year hire .
Compensation Structure Analysis
- Pay at risk and alignment: For NEOs (excluding CEO), ~75% of 2025 target compensation at risk, heavily equity-linked (PSUs/RSUs/Options) .
- Performance metric rigor: AIP tied to Revenue and Operating Cash Flow; PSUs tied to 3-year Revenue, Operating EPS, and FCF with a relative ROIC modifier versus S&P 500 cohorts; 2022–2024 PSU program paid at 93% of target, indicating balanced outcomes vs goals .
- Governance safeguards: Clawbacks, no hedging/pledging, strong ownership guidelines (7x salary for NEOs), and no option repricing mitigate misalignment risk .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 92.2% approval in 2024, following robust engagement (outreach to ~75% of institutional investors and >250k retail holders) .
- Ongoing engagement informs compensation design (metrics, weighting, disclosure) .
Risk Indicators & Red Flags
- Red flags mitigated: No CoC severance; no tax gross-ups; no repricing or below-market options; no dividend equivalents on unearned equity; hedging/pledging prohibited .
- Insider selling pressure: First major vest dates on July 1, 2025 for options/RSUs and 42% of RRSUs; monitor for Form 4 activity around vesting windows; note 2024 vesting of 2,679 shares valued at $588,925 .
- Clawbacks and non-compete/nonsolicit provisions reinforce retention and ethical compliance .
Compensation Peer Group (Benchmarking)
- IBM benchmarks against leading tech and large-cap peers; 2025 updates removed VMware and GE; added Broadcom and Elevance Health .
Investment Implications
- Strong alignment with shareholders: Majority of compensation is long-term and performance-based, with explicit three-year PSU metrics and ROIC modifier; robust governance (clawbacks, no hedging/pledging) supports alignment and downside protection .
- Retention risk appears contained: Significant unvested equity (options/RSUs/RRSUs/PSUs) with first large vest on July 1, 2025, plus one-year sign-on clawback through mid-July 2025; non-compete/nonsolicit terms further reduce flight risk .
- Watch dates and signals:
- July 1 each year (RSU/Option vests; RRSU step schedule) — potential incremental sell pressure; monitor Form 4 filings around vest dates .
- February after PSU cycles (next payout window Feb 2027 for 2024 grants) — contingent on multi-year performance and ROIC relative modifier .
- Company performance tailwinds: 2024 saw solid cash generation, margin expansion, and ~40% TSR, which can enhance PSU realizations over time if sustained execution persists in AI/hybrid cloud focus areas supported by her legal/regulatory agenda .