Thomas Buberl
INTERNATIONAL BUSINESS MACHINESAbout Thomas Buberl
Thomas Buberl (age 51) is Chief Executive Officer of AXA S.A. and has served as an independent director on IBM’s Board since 2020, bringing extensive global leadership, financial, strategic and operational experience and recognized expertise in digital transformation . He is deemed independent under IBM’s NYSE-based independence standards and Board policies . His IBM board tenure is ~5 years as of the 2025 proxy cycle .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winterthur (acquired by AXA in 2006) | Executive roles (joined Winterthur) | 2005–2006 | Contributed to integration as AXA subsidiary |
| Zurich Insurance Group | CEO for Switzerland | 2008–2012 | Led Swiss business; risk management experience |
| AXA Konzern AG (Germany) | CEO; AXA Executive Committee member | 2012–2015 | Operational leadership; executive oversight |
| AXA Group | CEO, AXA Health; member, Group Management Committee | 2015–early 2016 | Strategic remit in health lines |
| AXA Group | CEO, Global Life & Savings; Deputy CEO, AXA | Early 2016 | Global product line leadership; deputy CEO |
| AXA S.A. | Chief Executive Officer; Board Director | Sept 2016–present | Extensive global leadership and risk management |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| AXA S.A. | CEO; Director | 2016–present | Potential commercial overlap if IBM sells to AXA; no related-party transactions disclosed in proxy |
| Bertelsmann | Member, Supervisory Board | Ongoing | Governance oversight in media conglomerate |
| Climate Finance Leadership Initiative | Member | Ongoing | Climate-focused capital mobilization |
| Pan-European Insurance Forum | Former Chair | Prior 5 years | Industry advocacy |
| AXA Equitable Holdings, Inc. (former AXA subsidiary) | Director (past 5 years) | Prior period | Prior public board experience |
Board Governance
- Committee assignments: Member, Executive Compensation and Management Resources Committee; the Committee met 5 times in 2024 .
- Independence: The Board determined Buberl meets IBM/NYSE independence criteria .
- Attendance: Board held 7 meetings; committees held 19; overall attendance >97%; each director met at least 75% attendance in 2024 .
- Compensation committee interlocks: None; all 2024 members were independent; no cross-board interlocks with IBM executives .
- Lead Independent Director: Alex Gorsky; robust responsibilities include executive sessions at each meeting, agenda oversight, CEO performance review involvement .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (cash) | $350,000 | Standard director cash retainer; prorated if applicable |
| Committee chair fees | Not applicable | Buberl is not chair; chairs earn $20k (DCG, ECMR), $30k (Audit); Lead Director $50k |
| Meeting fees | None disclosed | IBM uses annual retainers; no per-meeting fees disclosed |
| All Other Compensation | $72,771 | Primarily dividend equivalents on Promised Fee Shares (PFS) of $72,696 |
| Total | $422,771 | Sum of cash fees and other amounts |
Director compensation structure highlights:
- Deferred Compensation & Equity Award Plan (DCEAP): Directors may defer into PFS; dividend equivalents credited; payouts in cash or stock at or after board exit per chosen schedule .
- Stock ownership guideline: Within 5 years, non-management directors must hold stock-based holdings equal to 8x the equity portion of the annual retainer initially payable .
Performance Compensation
IBM does not disclose performance-conditioned equity or cash incentives for non-management directors; director pay is retainer-based with optional deferrals into PFS and dividend equivalents, not PSUs/Options tied to corporate performance .
| Performance-linked element | Disclosed for Directors | Notes |
|---|---|---|
| Annual bonus tied to metrics | No | Directors compensated via retainers; no director AIP disclosed |
| PSUs/Options for Directors | Not disclosed | Director table shows cash fees and other compensation (dividend equivalents); no stock/option awards columns |
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock Risk |
|---|---|---|
| AXA S.A. | CEO; Director | IBM may have commercial relationships with insurers; IBM policy requires independent review of any related-person transactions; none disclosed requiring interlock disclosure |
| Bertelsmann | Supervisory Board member | Media/technology overlap; no IBM related-party transactions disclosed |
Compensation Committee Interlocks and Insider Participation: None in 2024 .
Expertise & Qualifications
- Extensive global business leadership and risk management experience as CEO of AXA S.A.; strong financial, strategic, and operational background .
- Acknowledged leader in digital transformation, relevant to IBM’s hybrid cloud/AI oversight .
Equity Ownership
| Holding Type | Shares | Acquirable within 60 days | FY-end Value ($) |
|---|---|---|---|
| Common stock | 0 | 0 | $0 |
| Directors’ DCEAP PFS | 12,187 | N/A | $2,678,991 (12,187 × $219.83) |
| Options/RSUs | 0 | 0 | N/A |
Notes:
- No pledging: Shares reported are not pledged; IBM prohibits hedging/pledging by directors and senior leaders .
- Group data: Non-management directors collectively held 241,285 shares/PFS valued >$53m; avg >$4.4m per director at FY-end .
Governance Assessment
- Committee engagement: Active member of Executive Compensation and Management Resources Committee overseeing CEO pay goals, equity grant approvals, talent/succession and stock ownership monitoring; 5 meetings in 2024—indicative of substantive involvement .
- Independence & attendance: Independent under IBM/NYSE standards; Board/committee attendance robust (>97% overall; each director ≥75%)—supports confidence in oversight diligence .
- Ownership alignment: Holds 12,187 PFS (~$2.68m); IBM imposes rigorous director ownership guidelines (8x equity retainer within 5 years), dividend equivalents credited; aligns director interests with shareholders .
- Conflicts/interlocks: CEO of AXA and Bertelsmann supervisory board member; IBM discloses no compensation committee interlocks and outlines related-person transaction review policy—no specific related-party transactions disclosed .
- Risk indicators: No Section 16(a) delinquencies; IBM prohibits hedging/pledging and maintains clawbacks and strong governance practices; director overboarding policy in place .
- Shareholder sentiment: Say-on-Pay approval 92.2% (2024), indicating broad support for executive compensation governance under oversight of Buberl’s committee .
RED FLAGS: None disclosed specific to Buberl. Monitor potential perceived conflicts from AXA leadership if material IBM–AXA dealings emerge; IBM’s policy requires independent review of any related-person transactions .