Peter R. Voser
INTERNATIONAL BUSINESS MACHINESAbout Peter R. Voser
Peter R. Voser (age 66) is an independent director of IBM, serving since 2015. He is Chair of IBM’s Audit Committee and a member of the Executive Committee, designated by IBM as an Audit Committee Financial Expert. Voser is the retired CEO of Royal Dutch Shell plc, former CFO of the Royal Dutch/Shell Group, and former CFO and later Chairman of ABB Ltd, bringing deep multinational operating, finance, and risk oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Dutch Shell plc | Chief Executive Officer | 2009–2013 | Led complex global operations; risk management expertise |
| Royal Dutch/Shell Group | Chief Financial Officer | 2004–2009 | Financial reporting and accounting expertise; audit oversight |
| Shell (Oil Products) | CFO, Oil Products | Not stated (prior to 2002) | Business unit finance leadership |
| ABB Group | Chief Financial Officer; Group Executive Committee member | 2002–2004 | Transformation, finance, governance |
| Shell Transport & Trading Co. p.l.c. | Managing Director | 2004 | Strategic leadership |
| ABB Ltd | Chairman; Interim CEO | Chairman since 2015; Interim CEO Apr 2019–Feb 2020 | Global industrial governance; operational turnaround |
| Roche Holding Ltd. | Director | 2011–2019 | Health sector governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABB Ltd | Chairman | 2015–present | Interim CEO Apr 2019–Feb 2020 |
| Temasek Holdings (Private) Limited | Director | Not stated | Singapore state investment company |
| PSA International Pte Ltd (Temasek subsidiary) | Group Chairman | Not stated | Global ports operator |
| Roche Holding Ltd. | Director | 2011–2019 | Public company board experience |
Board Governance
- Committee assignments: Audit Committee Chair; Executive Committee member .
- Audit Committee Financial Expert designation: All Audit members, including Voser, qualify under SEC rules .
- Independence: IBM Board determined Peter R. Voser is independent under NYSE standards and IBM’s guidelines .
- Attendance and engagement: In 2024, Board held 7 meetings and committees 19; overall director attendance >97% and at least 75% for every director; executive sessions of independent directors occur at each Board meeting under Lead Director oversight .
- Committee activity: Audit Committee met 10 times in 2024; Executive Committee did not meet in 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $350,000 | Base director cash retainer reflected in peer directors’ fees |
| Audit Committee Chair retainer | $30,000 | Additional annual retainer for Audit Chair |
| Total fees earned in cash | $380,000 | Sum of base + chair retainer |
| All other compensation | $183,718 | Primarily dividend equivalents on Promised Fee Shares (PFS): $183,643 |
| Total 2024 director compensation | $563,718 | Fees + other compensation |
Additional program features:
- Director compensation administered under the Deferred Compensation and Equity Award Plan (DCEAP); PFS earn dividend equivalents; payout elections in cash and/or stock upon separation .
- Matching Grants Program eligibility up to $10,000 per year for approved institutions (company match); “All other compensation” also includes group life insurance premiums and matching grants .
Performance Compensation
- IBM does not disclose performance-based equity programs (e.g., PSUs/options) for non-management directors; director compensation comprises retainers and PFS under DCEAP, with dividend equivalents, not performance metrics .
- Hedging/pledging prohibited for directors; robust clawbacks apply to incentives for executives and restrictions exist across equity programs, reinforcing governance .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| ABB Ltd | Public | Chairman | Industrial technology; no IBM-disclosed related-party transactions |
| Temasek Holdings | Private | Director | Sovereign investor; no IBM-disclosed related-party transactions |
| PSA International | Private (Temasek subsidiary) | Group Chairman | Logistics/ports; no IBM-disclosed related-party transactions |
| Roche Holding Ltd. | Public | Former Director (2011–2019) | Prior tenure; no current interlocks |
- Compensation Committee interlocks: IBM discloses none for 2024 (no cross-board compensation interlocks) .
Expertise & Qualifications
- Financial leadership and controls: Former CFO (Shell, ABB) and CEO (Shell), Audit Committee Financial Expert .
- Risk oversight and multinational operations: Extensive experience in complex, regulated global industries (energy, industrials) .
- Technology and digital transformation: Understanding of emerging technology, cybersecurity, and digital transformation highlighted by IBM .
Equity Ownership
| Metric (as of Dec 31, 2024) | Amount | Valuation/Policy |
|---|---|---|
| Common stock directly owned | 0 shares | None pledged; IBM prohibits pledging/hedging |
| Directors’ DCEAP Promised Fee Shares (PFS) | 29,251 shares | Deferred fee shares with dividend equivalents |
| Options/RSUs acquirable within 60 days | 0 | Not applicable for non-management director |
| Total IBM stock-based holdings value | $6,430,339 | Calculated at $219.83 year-end price |
| Director stock ownership guideline | 8x equity portion of annual retainer within five years of election | Strongest in peer group per IBM |
| Hedging/pledging | Prohibited for Board members | Insider trading policy enforces restrictions |
Governance Assessment
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Board effectiveness: Voser’s role as Audit Chair and SEC-defined Financial Expert strengthens financial reporting oversight, internal controls, cybersecurity risk review, and ESG data oversight; Audit met 10 times in 2024, with private sessions with compliance leadership, indicating rigorous oversight .
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Independence and attendance: Confirmed independent; overall Board/committee attendance >97% with at least 75% for each director; executive sessions held at every Board meeting under Lead Director, supporting independent oversight .
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Compensation and alignment: Director pay is primarily fixed retainers, with PFS deferrals and dividend equivalents; Voser’s substantial PFS holdings ($6.43M) align with IBM’s strong stock ownership guidelines (8x equity retainer) and no hedging/pledging, supporting long-term alignment .
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Conflicts and related-party transactions: IBM reports no compensation committee interlocks in 2024 and outlines a robust related-person transactions review policy; no specific related-party transactions involving directors are disclosed, mitigating conflict concerns .
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Shareholder confidence signals: IBM reported 92.2% Say-on-Pay approval in 2024 and robust investor engagement processes, reinforcing governance credibility; strong TSR (~40% in 2024) provides context for Board oversight of strategy and compensation, though not attributable to any single director .
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RED FLAGS: None disclosed specific to Voser. Notable monitoring points include multiple external leadership roles (ABB, Temasek/PSA) in industries where IBM may have commercial relationships; IBM’s policy-based oversight and independence determinations mitigate but warrant ongoing review for any related-party exposure .