Virginia Rometty
JPMORGAN CHASE &About Virginia M. Rometty
Retired Executive Chairman, President and CEO of IBM; age 67 as of May 20, 2025; JPMorgan Chase director since 2020. Education: Northwestern University. Core credentials include technology leadership (AI/quantum/cyber), public company governance, human capital, and international operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Executive Chairman | 2020 | Oversight of technology and governance |
| IBM | Chairman, President & Chief Executive Officer | 2012–2020 | Led global technology transformation; governance and strategy execution |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cargill | Board of Directors | Current (member) | Large private agribusiness; potential banking relationship reviewed for independence |
| Mitsubishi UFJ Financial Group | Global Advisory Board | Current (member) | Advisory role (not a public company board) |
| Brookings Institution | Trustee | Current | Policy/governance expertise |
| BDT Capital | Advisory Board | Current | Private investment advisory |
| OneTen | Co‑Chair | Current | Workforce/human capital focus |
| Council on Foreign Relations | Member | Current | Geopolitical insight |
| Peterson Institute for International Economics | Member & Trustee | Current | International economics |
| Northwestern University | Vice Chairman, Board of Trustees | Current | University governance |
| Memorial Sloan‑Kettering Cancer Center | Board of Trustees | Current | Healthcare governance |
| IBM | U.S.-listed public board (past) | 2012–2020 | Prior public company directorship |
Board Governance
- Committee assignments: Compensation & Management Development Committee (CMDC) member; Corporate Governance & Nominating Committee (Governance) member; also served on Markets Compliance specific purpose committee (“A”) in 2024 .
- CMDC composition: Stephen B. Burke (Chair), Linda B. Bammann, Todd A. Combs, Virginia M. Rometty .
- Independence: Board determined Ms. Rometty is independent under NYSE and firm standards; related-party ordinary-course relationships reviewed and deemed immaterial .
- Attendance and engagement: Each director attended at least 75% of total Board/committee meetings in 2024; all directors at the time attended the 2024 annual meeting; directors participate in shareholder engagement as appropriate .
- Committee activity: 2024 meetings—CMDC (6), Governance (8); executive sessions of independent directors at each regular Board meeting .
- Lead Independent Director role and CEO succession oversight are robust; executive sessions at every meeting support independent oversight .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board retainer (cash) | $110,000 | Standard non-employee director retainer |
| Deferred Stock Unit (DSU) grant | $265,000 | Annual equity; grant valued at $265,000, FMV $166.1950/share on Jan 16, 2024 |
| Other fees | $37,500 | Subsidiary/specific purpose committee service fees |
| Total | $412,500 | Cash + equity mix aligns with shareholders |
- Director compensation framework: cash retainer up to $110k; annual DSU grant $265k; additional chair/member fees (Audit/Risk chairs $30k; Audit/Risk members $20k; other committee chairs $20k; Bank Board retainer $20k; Bank Board chair $30k) .
- Stock ownership requirements for directors; no hedging/pledging; directors retain shares acquired during Board service while serving .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| Instrument | Deferred Stock Units (right to receive one JPM share per unit) |
| Grant timing | Annual; e.g., Jan 16, 2024, DSU grant valued at $265,000 (FMV $166.1950/share) |
| Vesting/Distribution | Distributed in JPM shares in January following Board retirement; lump sum or annual installments up to 15 years, per director election |
| Dividend Equivalents | Paid in DSUs; no voting rights |
| Alignment Features | No hedging or pledging; share retention requirements; compensation largely equity-linked |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Transaction | Independence Outcome |
|---|---|---|---|
| Cargill | Director | JPM may provide wholesale/commercial products/services to Cargill or affiliates (ordinary course) | Board determined immaterial; maintains independence |
| Louis Dreyfus Company B.V. | Sibling is Trading Operations Officer & Cotton Platform Head | JPM provided extensions of credit/financial products/services (ordinary course) | Board determined immaterial; independence maintained |
| Hearthside Food Solutions, LLC | Sibling is CEO | JPM provided financial products/services (ordinary course) | Board determined immaterial; independence maintained |
Expertise & Qualifications
- Technology: Deep expertise across innovative technology, AI, quantum, information security, and data management from four decades at IBM .
- Public Company Governance: Extensive governance experience as IBM Chairman and public company director .
- Human Capital Management: C‑suite and director experience with succession planning and compensation .
- International Operations: Managed global operations, trade, and supply chain; geopolitical perspective via advisory roles .
Equity Ownership
| Holder | Common Stock (#) | SARs/Options Exercisable 60 days (#) | Total Beneficial Ownership (#) | Additional Underlying Stock Units (#) | Total incl. units (#) | % Outstanding |
|---|---|---|---|---|---|---|
| Virginia M. Rometty | 280 | — | 280 | 12,747 | 13,027 | <1% (each director/NEO <1%) |
- Anti‑hedging/pledging and share retention policies apply; directors cannot hedge or pledge shares; must retain shares acquired during Board service .
- Director DSUs are vested; distributed upon retirement per policy .
Governance Assessment
- Board effectiveness: Rometty’s presence on CMDC and Governance places her at the center of CEO succession, executive compensation philosophy, board refreshment, and governance practices—key for investor confidence during medium-term CEO transition planning .
- Independence and conflicts: Ordinary-course relationships involving her siblings’ employers (Louis Dreyfus Company and Hearthside) and Cargill board service were reviewed; Board concluded immaterial and maintained independence—mitigating conflict-of-interest risk .
- Alignment: Director pay is majority equity via DSUs with strict anti-hedging/pledging and share retention requirements, supporting long-term alignment; her 2024 compensation totaled $412,500 with $265,000 in equity .
- Attendance and engagement: Strong attendance; directors engaged with shareholders throughout 2024 across ~255 engagements representing ~52% of outstanding stock, with 91% Say-on-Pay support—a positive governance signal .
- RED FLAGS: None material identified; noted related-party exposure via siblings and private board service has been assessed with independence affirmed; no hedging/pledging; committee interlocks clean per CMDC disclosure .