David N. Farr
INTERNATIONAL BUSINESS MACHINESAbout David N. Farr
David N. Farr, age 70, has served on IBM’s Board since 2012. He is a member of the Audit Committee and is designated an SEC “Audit Committee Financial Expert,” reflecting deep experience in financial reporting, risk management, and oversight of controls including cybersecurity and ESG data . Farr is the retired Chairman and CEO of Emerson Electric Co., with extensive global leadership and M&A experience and public policy exposure through prior roles at industry associations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | Chairman & CEO; earlier COO/Senior EVP | Joined 1981; COO/Senior EVP (1999); CEO (2000); Chairman & CEO (2004); Chairman, President & CEO (2005); Chairman & CEO (2010–2021, retired 2021) | Led global operations, strategy, and M&A; significant risk management expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Manufacturers | Chairman (former) | Not specified | Industry advocacy; public policy engagements |
| U.S.-China Business Council | Director (former) | Not specified | Public policy and regulatory insights |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee member; all members are independent directors |
| Chair roles | None (Audit Committee chaired by Peter R. Voser) |
| Audit Committee Financial Expert | Yes (Farr qualifies as SEC “Audit Committee Financial Expert”) |
| Independence status | Determined independent under NYSE and IBM standards |
| Board attendance | Overall Board+committee attendance >97%; at least 75% for each director in 2024 |
| 2024 meetings | Board: 7; Committees collectively: 19; Audit Committee: 10 |
| Engagement mechanisms | Executive sessions at each Board meeting led by independent Lead Director; robust stockholder engagement processes |
- Audit Committee remit includes oversight of financial results, audits, internal controls, cybersecurity, and publicly reported ESG data; regular private sessions with senior management (CTCO) and pre-earnings reviews .
Fixed Compensation (Director – 2024)
| Component | Amount ($) |
|---|---|
| Annual retainer (cash) | 350,000 |
| Committee/Chair/Lead Director retainers | 0 (Farr not a chair or Lead Director) |
| All other compensation (primarily dividend equivalents on PFS) | 134,427 (includes $134,352 dividend equivalents on Promised Fee Shares) |
| Total | 484,427 |
- IBM director additional annual retainers (if applicable): Audit Chair $30,000; D&CG Chair $20,000; Exec Comp Chair $20,000; Lead Director $50,000 .
- Director compensation administered via the Deferred Compensation and Equity Award Plan (DCEAP), with PFS balances receiving dividend equivalents; payouts occur post-board service per director election .
Performance Compensation
- IBM non-management directors do not receive performance-based incentives (no PSU/AIP participation); director pay consists of cash retainers and equity via DCEAP (PFS), including dividend equivalents on PFS balances .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Farr in IBM’s 2025 proxy |
| Compensation committee interlocks | None; IBM disclosed no interlocks or insider participation in 2024 |
| Related party transactions | IBM policy requires independent director review/approval; no specific related-person transactions disclosed involving Farr |
Expertise & Qualifications
- Global leadership, business and technology experience as former Emerson Chairman & CEO .
- Strong understanding of regulatory/public policy issues via U.S.-China Business Council and NAM roles .
- Significant expertise in strategy, M&A, and risk management; designated Audit Committee Financial Expert .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock | 8,508 shares (includes 450 shares with shared voting/investment power) |
| DCEAP Promised Fee Shares (PFS) | 21,225 shares |
| Acquirable within 60 days | 0 |
| Value of common + PFS at 12/31/2024 | $6,536,229 (using $219.83/share) |
- Stock ownership guidelines: non-management directors must, within five years, hold stock-based holdings equal to eight times the equity portion of the annual retainer; hedging and pledging of IBM stock are prohibited .
- Delinquent Section 16(a) reports: None for 2024 .
Governance Assessment
- Strengths: Clear independence; Audit Committee financial expertise; strong attendance; material personal stake through common/PFS holdings; robust IBM policies on hedging/pledging prohibitions and clawbacks; no compensation committee interlocks .
- Alignment: Director pay mix emphasizes equity-linked PFS and dividend equivalents, and IBM’s stock ownership guidelines drive longer-term alignment; IBM maintains active investor engagement and executive sessions for independent oversight .
- Potential conflicts/RED FLAGS: No related party transactions disclosed; no interlocks; pledging/hedging banned—no red flags identified in the proxy for Farr .
- Investor confidence signals: 2024 Say-on-Pay approval of 92.2% suggests broad investor support for IBM’s compensation governance framework (contextual to executive pay) .