Martha E. Pollack
INTERNATIONAL BUSINESS MACHINESAbout Martha E. Pollack
Martha E. Pollack, age 66, is an independent director of IBM since 2019. She is President Emerita of Cornell University, where she served as president from 2017 until retirement in June 2024, and previously held senior academic leadership roles at the University of Michigan (dean, vice provost, provost). A computer scientist with deep artificial intelligence credentials, she is a fellow of AAAS, ACM, and AAAI, former Editor-in-Chief of the Journal of Artificial Intelligence Research, and past president of AAAI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornell University | President; Professor of Computer Science, Information Science, Linguistics | 2017–Jun 2024 | Led institution; AI expertise; governance of academic partnership Jacobs Technion-Cornell Institute steering committee |
| University of Michigan | Dean, School of Information; Vice Provost for Academic & Budgetary Affairs; Provost & EVP for Academic Affairs | 2000–2017 | Academic operations, budgeting, policy oversight |
| SRI International (AI Center) | Technical Staff | Prior to academia leadership (dates not specified) | AI research |
| Journal of Artificial Intelligence Research | Editor-in-Chief | Not specified | Led peer-review, AI scholarship |
| Association for the Advancement of Artificial Intelligence (AAAI) | President | Not specified | AI community leadership |
| NSF CISE Division | Advisory Committee Member | Not specified | U.S. government advisory on computing research |
| Computing Research Association | Board Member | Not specified | Sector oversight and advocacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ITHAKA | Trustee | Current | Non-profit governance |
| Dartmouth College | Montgomery Fellow | Spring 2025 | Academic fellowship |
| American Academy of Arts & Sciences | Member | Elected 2022 | Recognition of scholarly contributions |
Board Governance
- Committee assignments: Executive Compensation & Management Resources Committee (member; not chair). The committee met 5 times in 2024; chair is Frederick H. Waddell .
- Independence: Board determined Pollack meets NYSE and IBM independence standards; all members of the compensation committee are independent .
- Attendance: In 2024 the Board held 7 meetings and committees met 19 times; overall attendance exceeded 97%, and each director had at least 75% attendance. Executive sessions of independent directors are held at every Board meeting led by the Lead Director .
- IBM committee meeting cadence 2024: Audit 10; Directors & Corporate Governance 4; Executive Compensation & Management Resources 5; Executive Committee 0 .
- Compensation committee interlocks: None; no insider participation .
- Lead Independent Director: Alex Gorsky, with robust responsibilities (agenda setting, executive sessions, liaison role, investor access), reinforcing board effectiveness .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Annual Retainer) | $350,000 | Base director cash retainer |
| All Other Compensation | $100,063 | Includes $97,575 dividend equivalent payments on Promised Fee Shares (PFS) under DCEAP; also group life insurance premiums; no matching grants listed for Pollack |
| Total | $450,063 |
Additional annual retainers (not applicable to Pollack in 2024): Chair of Directors & Corporate Governance $20,000; Chair of Executive Compensation $20,000; Chair of Audit $30,000; Lead Director $50,000 .
Performance Compensation
- IBM’s non-management director compensation is structured as cash retainer plus equity via the Deferred Compensation and Equity Award Plan (DCEAP) Promised Fee Shares (PFS); no performance-conditioned PSUs or options are disclosed for directors in 2024 .
| Performance-Linked Elements for Directors | Disclosure |
|---|---|
| PSUs (Performance Share Units) | Not disclosed/applicable for directors in 2024 |
| Stock Options | Not disclosed/applicable for directors in 2024 |
| DCEAP PFS (equity retainer units) | Yes; accrual of PFS with dividend equivalents, payable at/after board service completion |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | IBM discloses no compensation committee interlocks; all 2024 compensation committee members were independent and not IBM employees . |
No current public company directorships are disclosed for Pollack in the proxy biography; external roles are academic/non-profit .
Expertise & Qualifications
- AI/ML and computing: Fellow of AAAS, ACM, AAAI; Editor-in-Chief of JAIR; AAAI president; technical staff at SRI AI Center; NSF CISE advisory .
- Organizational leadership: President Emerita of Cornell; senior academic leadership at University of Michigan .
- Governance/oversight: Board member, Computing Research Association; Trustee of ITHAKA; Montgomery Fellow .
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock (beneficially owned) | 0 |
| Directors’ DCEAP Shares (PFS) | 15,599 |
| Options/RSUs acquirable within 60 days | 0 |
| Value of common + DCEAP holdings at 12/31/2024 | $3,429,051 (15,599 × $219.83) |
| Shares pledged as collateral | None disclosed; IBM prohibits hedging/pledging by directors |
| Ownership as % of shares outstanding | Aggregate for all directors/executives <1% (individuals <0.05% threshold); individual % not specified |
Stock ownership guidelines for directors: within five years of initial election, non-management directors are expected to hold IBM stock-based holdings equal to 8× the equity portion of the annual retainer; holdings include IBM shares and DCEAP PFS (not unexercised options). Compliance status for Pollack is not specifically disclosed; guidelines described as among the strongest in peer group .
Governance Assessment
- Board effectiveness: Pollack brings domain expertise in AI and academic leadership to IBM’s Executive Compensation & Management Resources Committee, aligning with IBM’s AI/hybrid cloud strategy oversight. Committee independence, structured self-evaluations, and robust Lead Director responsibilities support governance quality .
- Independence/attendance: Confirmed independent; 2024 attendance standards met at the board-wide level (>97% overall; ≥75% each director). Compensation committee met 5 times; executive sessions at every board meeting .
- Compensation alignment: Director pay mix combines cash retainer and equity via DCEAP PFS; Pollack’s 2024 total of $450,063 with significant PFS-based ownership ($3.43M) suggests alignment with long-term investor interests; no director performance-based pay that could misalign incentives .
- Conflicts/related-party exposure: IBM’s related-person transaction policy requires independent board review/approval; no Pollack-specific related-party transactions disclosed; compensation committee interlocks: none .
- Risk indicators: No hedging/pledging permitted; no delinquent Section 16 filings; 2024 say-on-pay support at 92.2% indicates positive investor sentiment on pay practices (context for compensation governance) .
RED FLAGS: None disclosed specific to Pollack. Potential monitoring items: individual attendance not disclosed beyond threshold; no explicit disclosure of director-specific ownership guideline compliance status (but substantial PFS holdings mitigate alignment risk) .