Michelle J. Howard
INTERNATIONAL BUSINESS MACHINESAbout Michelle J. Howard
Admiral Michelle J. Howard, age 64, is an independent director of IBM (director since 2019) and a member of the Audit Committee; the Board has determined she is independent under NYSE standards and IBM’s guidelines . She is a retired four-star Admiral and former Vice Chief of Naval Operations with deep experience in large-scale operations, cybersecurity, risk management, and auditing frameworks; she holds degrees from the U.S. Naval Academy and the U.S. Army Command and General Staff College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Vice Chief of Naval Operations (first woman and African American in the role) | Appointed 2014; retired 2017 | Led day-to-day Navy operations; focused on cyber culture, information security; oversaw multi-billion dollar budget and established auditing framework |
| U.S. Naval Forces Europe & Africa; Allied Joint Forces Command, Naples | Commander | Appointed 2016 | First woman four-star admiral to command operational forces; extensive global operations and risk management |
| U.S. Navy | Commander of ship/Expeditionary Strike Group/Task Force/Naval theater | Various, 1982–2017 | First African American woman to command a U.S. Navy ship (1999) |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| George Washington University (Elliott School) | J.B. & Maurice C. Shapiro Professor of International Affairs | 2018–2020 | Taught cybersecurity and international policy |
| U.S. Naval Academy | Board of Visitors (Presidential Appointment) | 2022–2024 | Oversight and advisory to the Academy |
Board Governance
- Committee assignments: Audit Committee member; all Audit members (including Howard) qualify as SEC “Audit Committee Financial Experts” .
- Committee activity: Audit met 10 times in 2024; Audit scope includes financial reporting, internal controls, cybersecurity, and ESG data oversight, with regular private sessions with the Chief Trust and Compliance Officer .
- Independence and leadership: Determined independent by the Board; IBM maintains an independent Lead Director with executive sessions at each Board meeting; executive sessions occur at every Board meeting without management present .
- Attendance: In 2024, overall Board and committee attendance exceeded 97%; each director attended at least 75% of meetings; the Board held 7 meetings and committees held 19 meetings in aggregate .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $350,000 | 2024 director retainer for Howard as disclosed in Director Compensation Table |
| Additional Chair/Lead Director Retainers | N/A | Audit Chair ($30k), Directors & Corporate Governance Chair ($20k), Exec Comp Chair ($20k), Lead Director ($50k) schedules shown for context; Howard is not listed as a chair or Lead Director |
| All Other Compensation | Amount (USD) | Detail |
|---|---|---|
| Total “All Other Compensation” | $87,909 | 2024 total for Howard |
| Dividend equivalents on Promised Fee Shares (PFS) | $87,834 | Included in “All Other”; balance reflects standard items like group life premiums per policy |
IBM’s director plan (DCEAP) allows directors to receive Promised Fee Shares (PFS) and defer fees; payouts can be in stock/cash upon board departure; directors also face robust stock ownership guidelines (see below) .
Performance Compensation (Director)
- IBM does not disclose performance metrics tied to non-management director pay; director compensation comprises retainers, PFS accruals (fee-based), and limited perquisites/matching grants per program; no PSU/RSU performance awards are listed for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | IBM Board (director since 2019) |
| Other public company directorships | None disclosed for Howard in IBM’s proxy biography |
| Compensation committee interlocks | None; IBM discloses no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Audit and financial oversight: Audit Committee Financial Expert per SEC definition; oversight of financial reporting and controls .
- Cybersecurity and risk: Vice Chief of Naval Operations focus on cyber culture/information security; extensive global operations and risk management experience .
- Public policy and governance: Deep government relationships and policy expertise; academic teaching in cybersecurity and international policy .
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock owned | 144 shares |
| Directors’ DCEAP (PFS) shares | 14,396 PFS equivalents |
| Options/RSUs acquirable within 60 days | 0 |
| Value at FYE 2024 (using $219.83/share) | $3,196,338 |
| Shares pledged as collateral | None disclosed; IBM policy prohibits pledging; hedging/pledging prohibited for directors and senior leaders |
| Director stock ownership guideline | Within five years of initial election, stock-based holdings equal to 8× the equity portion of annual retainer |
Insider Trades (Form 4 activity; Promised Fee Shares)
Regular quarterly PFS accruals reflect deferral of director fees into IBM share equivalents.
| Transaction Date | Filing Date | Security | Shares Acquired | Post-Transaction PFS Owned | Source |
|---|---|---|---|---|---|
| 2023-03-31 | 2023-04-03 | Promised Fee Share | 601 | 10,370 | |
| 2023-06-30 | 2023-07-05 | Promised Fee Share | 589 | 11,085 | |
| 2023-09-29 | 2023-10-03 | Promised Fee Share | 562 | 11,770 | |
| 2023-12-29 | 2024-01-03 | Promised Fee Share | 482 | 12,371 | |
| 2024-03-28 | 2024-04-01 | Promised Fee Share | 413 | 12,890 | |
| 2024-06-28 | 2024-07-02 | Promised Fee Share | 456 | 13,472 | |
| 2024-09-30 | 2024-10-01 | Promised Fee Share | 357 | 13,938 | |
| 2024-12-31 | 2025-01-02 | Promised Fee Share | 359 | 14,397 | |
| 2025-03-31 | 2025-04-01 | Promised Fee Share | 331 | 14,820 | |
| 2025-06-30 | 2025-07-01 | Promised Fee Share | 279 | 15,189 | |
| 2025-09-30 | 2025-10-01 | Promised Fee Share | 292 | 15,580 |
Governance Assessment
- Board effectiveness: Howard enhances audit oversight with formal Audit Committee Financial Expert status and proven oversight of cyber and operational risk—well aligned to IBM’s disclosed audit focus areas (financials, controls, cybersecurity, ESG data) .
- Independence & engagement: Independent director with Board structure emphasizing independent leadership and executive sessions each meeting; Board/committee attendance robust in 2024; Audit met frequently (10x), supporting effective oversight cadence .
- Alignment & ownership: Significant director-level stock-based holdings via PFS; hedging/pledging prohibited; no options/RSUs acquirable within 60 days; DCEAP and ownership guidelines support long-term alignment .
- Conflicts/interlocks: IBM discloses no compensation committee interlocks; the proxy outlines a related-person transactions policy, with no specific related-party transactions presented involving directors; no public-company interlocks disclosed for Howard beyond IBM .
- Shareholder sentiment: Say-on-pay support 92.2% in 2024, indicating broad investor support for IBM’s compensation governance framework, an indirect positive signal for overall governance quality .
RED FLAGS: None observed in disclosed materials—no attendance deficiencies, no related-party transactions disclosed, no hedging/pledging, and no compensation committee interlocks .
Notes and References
- IBM 2025 Proxy Statement (DEF 14A), March 10, 2025: director biography, committee assignments, independence, attendance, director compensation, ownership, governance policies .
- IBM governance profile page for Michelle Howard (skills highlights consistent with proxy) .
- Form 4 filings (SEC EDGAR) detailing quarterly Promised Fee Share accruals (see Insider Trades table for direct links).