Michael Miebach
INTERNATIONAL BUSINESS MACHINESAbout Michael Miebach
Michael Miebach, 56, is Chief Executive Officer of Mastercard and has served on IBM’s Board since 2023. He currently sits on IBM’s Executive Compensation and Management Resources Committee (EC&MR) and is deemed an independent director under IBM’s Board independence standards. His background spans global payments, product, cybersecurity and digital transformation from senior roles at Mastercard, Barclays, and Citibank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard | CEO; previously President; Chief Product Officer; led Middle East & Africa operations | CEO since 2021; President 2020; CPO from 2016; joined 2010 | Led global product, cybersecurity and innovation; deep risk and digital transformation expertise |
| Barclays Bank | Senior roles | Not disclosed | Regional banking and operational leadership experience |
| Citibank | Senior roles | Not disclosed | Global banking and payments operating experience |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| Mastercard | Board member (in addition to CEO role) | Global payments, cybersecurity, digital transformation |
| Business Roundtable; The Business Council; International Business Council (WEF) | Member | Public policy, corporate governance, technology leadership |
| U.S.-India CEO Forum; U.S.-India Strategic Partnership Forum | Member | Bilateral business and policy engagement |
| Monetary Authority of Singapore – International Advisory Panel | Member | Global financial regulation and innovation advisory |
| U.S. Treasury Advisory Committee on Racial Equity | Member | Equity and inclusion in economic policy |
| United States Council for International Business | Trustee | International business policy and advocacy |
| Metropolitan Opera; World Resources Institute | Director | Non-profit governance and sustainability |
Board Governance
- Committee assignments and roles
- Executive Compensation & Management Resources Committee: Member (5 meetings in 2024). He rotated into EC&MR from the Directors & Corporate Governance Committee in 2024, aligning his operating CEO expertise with pay, talent and succession oversight .
- Independence: The Board determined Miebach (and all non-management nominees) independent under NYSE/IBM standards .
- Attendance and engagement
- 2024 Board meetings: 7; Committee meetings in aggregate: 19; EC&MR met 5 times. Overall Board/committee attendance exceeded 97%, and every director met at least 75% attendance; executive sessions of independent directors occurred at every Board meeting led by the Lead Director .
- Compensation Committee interlocks and related-party transactions
- Compensation Committee interlocks: None; all members independent; no IBM executive served on another company’s comp committee where that company’s executive served on IBM’s EC&MR .
- Related-party transactions: IBM discloses its policy and notes review process; no related person transactions requiring disclosure were identified for directors in 2024 .
Fixed Compensation (IBM Director)
| Year | Annual Director Retainer (Cash) | Committee/Lead/Chair Fees Received | All Other Compensation | Notes |
|---|---|---|---|---|
| 2024 | $350,000 | $0 (not Lead or Chair) | $7,201 (includes $7,126 dividend equivalents on Promised Fee Shares; insurance/matching if applicable) | Additional annual retainers: Lead Director $50,000; Audit Chair $30,000; DC&G Chair $20,000; EC&MR Chair $20,000 |
- Director equity alignment mechanism: Directors may defer fees into Promised Fee Shares (PFS) under the Deferred Compensation & Equity Award Plan (DCEAP), with payout in stock or cash at/after board service end; dividend equivalents accrue on PFS .
Performance Compensation (Committee Oversight Focus)
IBM directors do not receive performance-based pay. As an EC&MR member, Miebach oversees executive pay programs and metrics:
| Program | Metrics | Weights/Design | 2024/Latest Details |
|---|---|---|---|
| Annual Incentive Program (AIP) | Revenue; Operating Cash Flow (non-GAAP) | Pool funds 0–200% based on financial targets; inclusion/talent modifier; individual payouts via ICF | 2024 leveraged scores: Revenue 97%; OCF 104%; pool funding score 110; qualitative +10 adjustment applied to AIP score |
| Performance Share Units (PSUs) | Revenue; Operating EPS (non-GAAP); Free Cash Flow (non-GAAP); ROIC modifier (relative) | 40%/30%/30%; payout 0–150% vs thresholds/targets/max; ROIC modifier ±20 points vs S&P medians | 2022–2024 PSU thresholds/targets/max: 70%/100%/120% attainment → 25%/100%/150% payout; ROIC modifier = 0 for the period; final score 93 |
- Governance safeguards: robust clawbacks, no hedging/pledging; stock ownership requirements for executives; external consultant (Semler Brossy) advises EC&MR and Directors & Corporate Governance Committee; no consultant conflicts identified .
Other Directorships & Interlocks
| Company/Org | Public/Private | Role | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Mastercard | Public | CEO; Director | No IBM compensation committee interlocks; no related-person transactions disclosed by IBM |
| Metropolitan Opera | Non-profit | Director | None disclosed |
| World Resources Institute | Non-profit | Director | None disclosed |
| Business Roundtable; The Business Council; IBC (WEF); U.S.-India forums; MAS IAP; USCIB; U.S. Treasury ACORE | Associations/Gov. Advisory | Member/Trustee | None disclosed; independence affirmed by IBM |
Expertise & Qualifications
- Extensive global operating and risk management experience as CEO of Mastercard; deep understanding of emerging technology, digital transformation, and cybersecurity .
- Public policy engagement through major business forums (Business Roundtable, Business Council, WEF IBC) and advisory bodies (MAS IAP, U.S. Treasury ACORE) .
- Prior leadership across MEA markets and product at Mastercard; senior roles at Barclays and Citibank add financial services breadth .
Equity Ownership
| Holding Type | Shares/Units | Value at FY-end | Notes |
|---|---|---|---|
| Common Stock | 0 | $0 | — |
| Directors’ DCEAP Promised Fee Shares (PFS) | 2,155 | $473,788 | IBM values shares at 12/31/2024 close ($219.83) for the table |
| Options/RSUs (acquirable within 60 days) | 0 | — | — |
- Director stock ownership guideline: within 5 years of initial election, non-management directors are expected to hold stock-based holdings equal to 8x the equity portion of the annual retainer; stock-based holdings include PFS; IBM prohibits hedging/pledging of IBM stock .
- Section 16 compliance: IBM reports no delinquent Section 16(a) filings for 2024 .
Governance Assessment
- Positives
- Independent director with current operator perspective as CEO of a scaled, cyber-critical payments network; relevant to IBM’s AI/hybrid cloud and security oversight .
- Active on EC&MR overseeing pay, succession, and talent—key for investor alignment; committee fully independent; no interlocks .
- Strong board processes: independent lead director executive sessions at every meeting; rigorous self-evaluations; robust clawbacks; no hedging/pledging; say-on-pay support 92.2% in 2024—signals investor confidence in pay governance .
- Attendance and engagement: Board/committee attendance >97% in 2024; each director ≥75% .
- Watch items / potential red flags
- Time commitments/overboarding risk: Serving as a sitting CEO while on IBM’s EC&MR may raise capacity questions; IBM maintains a director overboarding policy and annually reviews compliance .
- Ownership alignment: As of FY-end 2024, Miebach held no IBM common shares and 2,155 PFS (deferred fee shares). While compliant with director programs, investors may prefer growing outright share ownership over time (guideline requires 8x equity portion within 5 years) .
- Related-party exposure: IBM discloses its related-party review policy and no related-person transactions requiring disclosure; nonetheless, given Mastercard’s scale as an IBM client/partner prospect, ongoing monitoring is warranted though none disclosed for 2024 .
Overall: Miebach brings high-relevance operating, technology, and risk credentials to IBM’s board and compensation oversight. Independence, absence of interlocks, and strong board processes support investor confidence; capacity and longer-term direct ownership depth are the primary areas to monitor .