Marianne C. Brown
INTERNATIONAL BUSINESS MACHINESAbout Marianne C. Brown
Independent director of IBM since 2023; age 66. Former COO of FIS Global Financial Solutions (2018–2019), COO of SunGard Financial Systems (2014), CEO/President of Omgeo LLC (2006–2014), and CEO of Securities Industry Automation Corporation, with deep expertise in financial technology, cybersecurity, risk oversight, and global operations . IBM’s Board deems her independent under NYSE and IBM standards; independence is assessed annually and monitored continuously .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | COO, Global Financial Solutions | Jan 2018–Jun 2019 | Global operational management, M&A integration and transformation |
| SunGard Financial Systems | COO, Institutional & Wholesale (post FIS acquisition); COO | 2014; prior | Cybersecurity and technology operations |
| Omgeo LLC | CEO & President | 2006–2014 | Risk oversight/management as CEO |
| Securities Industry Automation Corp. | CEO | Prior to 2006 | Technology operations leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Northrop Grumman Corporation | Director (current) | Current; also IBM CEO Arvind Krishna is a director at Northrop (board interlock) |
| The Charles Schwab Corporation | Director (current) | Current |
| Akamai Technologies, Inc. | Director (current) | Current |
| VMware, Inc. | Director (prior) | Served until 2023 |
Board Governance
- Committee assignments: Directors and Corporate Governance Committee member; 2024 members were A.N. Liveris (Chair), M.C. Brown, A.W. Zollar; number of meetings in 2024: 4 .
- Independence: Listed as independent in IBM’s 2025 proxy; IBM applies NYSE-aligned independence standards reviewed annually .
- Attendance: Board held 7 meetings and committees met 19 times in 2024; overall attendance >97%, and attendance was at least 75% for each director .
- Lead Independent Director: Alex Gorsky; robust responsibilities including presiding over executive sessions, agenda setting, and leading board evaluations .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair/Lead Director Fees | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $350,000 | Not applicable (member, not chair) | $15,553 (dividend equivalents on PFS $5,478 + $10,000 matching grants) | $365,553 |
| 2023 (prorated, joined Dec 2023) | $19,444 | N/A | $6 | $19,450 |
- Structure: Non-management directors receive $350,000 annual retainer; additional annual retainers: Audit Chair $30,000, Directors & Corporate Governance Chair $20,000, Executive Compensation Chair $20,000, Lead Director $50,000 .
- Deferred equity: 63% of retainer is mandatorily deferred into Promised Fee Shares (PFS) under the DCEAP; remaining 37% can be taken in cash or deferred; dividend equivalents are credited to PFS; no above-market returns .
Performance Compensation
IBM directors do not receive performance-based pay; equity is delivered via mandatory deferrals (PFS). The board’s Executive Compensation and Management Resources Committee oversees performance-linked pay for executives, which provides governance signals relevant to investors:
- Annual Incentive Program (AIP) metrics and pool result (2024):
- Revenue and Operating Cash Flow; leveraged scores 97% and 104% respectively; pool funding score 110; modifier had no impact; +10 qualitative adjustment approved; CEO payout aligned to pool at 110% .
- PSU program metrics (2022–2024): Revenue (40%), Operating EPS (30%), Free Cash Flow (30%); payout leverages 0–150% with ROIC modifier ±20; final score for 2022–2024 was 93; thresholds shown below .
| Program | Metric | Threshold Attainment/Payout | Target Attainment/Payout | Max Attainment/Payout |
|---|---|---|---|---|
| PSU (2022–2024) | Revenue (40%) | 70% / 25% | 100% / 100% | 120% / 150% |
| PSU (2022–2024) | Operating EPS (30%)* | 70% / 25% | 100% / 100% | 120% / 150% |
| PSU (2022–2024) | Free Cash Flow (30%)* | 70% / 25% | 100% / 100% | 120% / 150% |
- Say-on-pay: 2025 advisory vote approval 92.0% (For 518,938,823; Against 45,226,760; Abstain 5,157,492; broker non-votes 165,949,548) .
Other Directorships & Interlocks
| Interlock | Description | Implication |
|---|---|---|
| IBM–Northrop Grumman | Marianne C. Brown and IBM’s CEO Arvind Krishna both serve as directors at Northrop Grumman | Information flow and network effects; monitor for related-party transactions—IBM discloses related-person transaction policy and reported none requiring disclosure; compensation committee interlocks: none . |
Expertise & Qualifications
- Cybersecurity and emerging technologies expertise from roles across financial services technology companies .
- Risk oversight and management experience as former CEO of Omgeo LLC .
- Global operational management, M&A integration and transformation as FIS Global Financial Solutions COO .
Equity Ownership
| Date | Common Stock | DCEAP PFS (Directors’ Shares) | Acquirable within 60 days (Options/RSUs) | Notes/Value |
|---|---|---|---|---|
| Dec 31, 2024 | 440 (shared voting/investment power) | 1,903 | 0 | Value calculated by IBM using $219.83 FY-end price across reported holdings |
| Dec 31, 2023 | 440 (shared) | 119 | 0 | Value based on $163.55 FY-end price |
- Hedging/pledging: IBM prohibits hedging or pledging of IBM stock by directors and senior leaders; equity plan includes clawback provisions; clawbacks also apply if restatements affect incentive payouts .
- Director stock ownership guidelines: Within five years, non-management directors are expected to hold IBM stock-based holdings equal to eight times the equity portion of the annual retainer (PFS count toward the guideline) .
Governance Assessment
- Board effectiveness: Brown strengthens board oversight via cybersecurity, risk, and global operations expertise; active participation on the Directors and Corporate Governance Committee (4 meetings in 2024) supports refreshment, director compensation, and ESG oversight .
- Independence and attendance: Independent status affirmed; overall board/committee attendance >97% in 2024, with each director ≥75%; supports investor confidence in diligence .
- Alignment: Mandatory deferral of 63% of director pay into stock-denominated PFS, robust ownership guidelines, and prohibition on hedging/pledging enhance alignment with shareholders .
- Compensation governance signals: Executive pay metrics emphasize revenue, operating cash flow, FCF, and EPS with disciplined thresholds and a ROIC modifier; strong say-on-pay support at 92% in 2025 indicates shareholder endorsement of pay practices .
- Related-party/conflicts: No compensation committee interlocks and no related-person transactions requiring disclosure; one board interlock with Northrop Grumman via IBM’s CEO (monitor, but no disclosed transactions) .
- Shareholder engagement: Year-round engagement; independence reinforced by robust Lead Director responsibilities and regular executive sessions .
Voting Signal (2025 Director Election)
- Votes for Marianne C. Brown: For 550,161,958; Against 16,006,457; Abstain 3,154,660; Broker non-votes 165,949,548—indicates strong shareholder support for her continued board service .
Delinquent Section 16(a) reports: None reported for directors in 2024 .