International Business Machines Corp DEF 14A, filed Mar 10, 2026

International Business Machines Corp (IBM)

DEF 14A 2026-03-10 For: 2026-03-09

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Added on June 12, 2026

About this DEF 14A

International Business Machines Corp filed this DEF 14A on March 10, 2026.

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2026 N otice of annual meeting and proxy statement		2

Votin g r oadmap		3

Pro xy s ummary		4

Ong oing s tockholder e ngagement		7

IBM Bo ard of d irectors		9

1	Elect ion of directors for a term of one year	12


Govern ance and the b oard		19

Comm ittees of the b oard		19

Certa in t ransactions and r elationships		21

Corpo rate g overnance		21

Risk o versight		25

Director c ompensation		27

Responsible business at IBM		31

202 5 Exec utive c om pensation		33

Rep ort of the E xecutive C ompensation and M anagement R esources C ommittee of the B oard of D irectors		33

202 5 Compen sation discussion and analysis		34

202 5 Sum mary compensation table and related narrativ e		48

202 5 Gra nts of plan-based awards table		51

202 5 Outst anding equity awards at fiscal year-end table and related narrative		52

202 5 Reten tion p lan n arrative		54

202 5 Pen sion b enefits n arrative		56

202 5 Nonq ualified deferred compensation narrative		61

202 5 Pote ntial payments upon termination narrative		64

P ay versus performance		68

Rep ort of the Audit Committee of the B oard o f D irectors		70

Au dit and non-audit fees		71


2	Ratific ation of appointment of independent registered public accounting firm	72


3	Advisory vote on executive compensation (Say on Pay)	74


4	Approval of 2026 long-term performance plan	75


Stockh older proposals		86

5	Stockholder proposal requesting a change to IBM's outside director stock ownership guidelines	86


6	Stockholder proposal requesting a right to act by written consent	88


7	Stockholder proposal requesting a report on AI bias	90


8	Stockholder proposal requesting a report on discrimination in charitable support	93


Freq uently asked questions		96

Appen dix A — Non-G AAP metrics and other financial information and reconciliations		101

Appendix B — 2026 Long-t erm p erformance p lan		105


1	2	3	4	5	-	8

Election of directors proposed by IBM’s Board of Directors for a term of one year, as set forth in this Proxy Statement	Ratification of the appointment of PricewaterhouseCoopers LLP as IBM’s independent registered public accounting firm	Advisory vote on executive compensation	Approval of 2026 long-term performance plan	Four stockholder proposals, if properly presented at the meeting



Your vote is important. Please vote by following the instructions on your proxy card or voting instruction form.

Vote by internet before the meeting – Go to www.proxyvote.com									Vote by phone Dial 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions. Vote by mail Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

During the meeting – Go to www.virtualshareholdermeeting.com/IBM2026



			Effective board leadership, independent oversight and strong corporate governance
•Independent Lead Director with robust and well-defined responsibilities •Committee sessions with key strategic leaders from senior management •Annual Board self-evaluations led by the independent Lead Director •Executive session led by the independent Lead Director at each Board meeting •Proactive Board and committee refreshment with focus on the optimal mix of skills, experience and backgrounds •Annual review of the Board leadership structure •Confidential voting •Director overboarding policy


			Stockholder rights and accountability
•Annual election of all directors •Majority voting for directors in uncontested elections •Stockholder special meeting right •Proxy access •No stockholder rights plan •No supermajority voting provisions •Robust year-round stockholder engagement process •Signatory of Commonsense Principles 2.0 •Signatory to the Business Roundtable Statement on the Purpose of a Corporation •Stockholder right to remove directors


			Robust risk oversight
IBM’s Board maintains active oversight of enterprise risk, including cybersecurity, talent management, and responsible business initiatives, as part of its strategic governance responsibilities. The Board receives regular reports from senior management and subject matter risk professionals and integrates both internal and external perspectives into its risk assessment process to ensure IBM remains agile and prepared for emerging challenges. Topics include: Cybersecurity: Regular briefings from security leaders and integration of cyber risk into enterprise risk management Talent management: Oversight of IBM’s risks related to compensation, pipeline, and talent management programs


Director		Age	Primary occupation	Director since	Committee memberships

	Marianne C. Brown	67	Former Chief Operating Officer, Global Financial Solutions, Fidelity National Information Services, Inc.	2023


	Thomas Buberl*	52	Chief Executive Officer, AXA S.A.	2020


	David N. Farr	71	Retired Chairman and Chief Executive Officer, Emerson Electric Co.	2012


	Alex Gorsky	65	Former Chairman and Chief Executive Officer, Johnson & Johnson	2014


	Michelle J. Howard	65	Retired Admiral, United States Navy	2019


	Arvind Krishna	63	Chairman, President and Chief Executive Officer, IBM	2020


	Ramon Laguarta	62	Chairman and Chief Executive Officer, PepsiCo, Inc.	2026


	Andrew N. Liveris	71	Retired Chairman and Chief Executive Officer, The Dow Chemical Company	2010


	F. William McNabb III	68	Retired Chairman and Chief Executive Officer, The Vanguard Group, Inc.	2019


	Michael Miebach	57	Chief Executive Officer, Mastercard Incorporated	2023


	Martha E. Pollack	67	President Emerita, Cornell University	2019


	Peter R. Voser	67	Retired Chief Executive Officer, Royal Dutch Shell plc	2015


	Alfred W. Zollar	71	Former Executive Advisor, Siris Capital Group, LLC	2021

	Number of meetings held in			2025	8	4	5	0


									On behalf of the IBM Board of Directors, you are cordially invited to attend the Annual Meeting of Stockholders on Tuesday, April 28, 2026. Our 2026 Annual Meeting will be held virtually by webcast at www.virtualshareholdermeeting.com/IBM2026. In 2025, IBM’s strategy fueled growth, drove innovation and delivered strong results for you, our stockholders. IBM’s technology and expertise are helping our clients and ecosystem partners to create smarter business with our AI and hybrid cloud platforms. IBM’s core values of innovation, trust and transparency continue to fuel our enduring focus on delivering both stockholder and client value, driving client success, and deploying responsible AI. During our Annual Meeting we will provide updates on how IBM delivered for stockholders and how we are aligning our hybrid cloud and AI strategy with the needs of our clients and ecosystem partners to excel in 2026. At this year’s Annual Meeting, we will vote on the election of directors, the ratification of the appointment of PricewaterhouseCoopers LLP as IBM’s independent registered accounting firm, and a non-binding advisory vote approving the compensation of IBM’s named executive officers. This year, we will also vote on a new long-term performance plan for IBM employees, and, if properly presented, consider four stockholder proposals. Whether or not you participate in our Annual Meeting, it is important that your shares are represented and voted. I encourage you to read our 2026 Proxy Statement, our 2025 Annual Report, and the other proxy materials, and then follow the voting instructions contained therein. Stockholders have several opportunities to submit questions for the Annual Meeting. Before the Annual Meeting, questions can be submitted by logging into www.proxyvote.com using your 16-digit control number, or through the IBM portal at www.ibm.com/investor/services/annual-meeting-of-stockholders. Questions can also be submitted shortly before and during the Annual Meeting through the Annual Meeting website. Thank you for your continued investment and support of IBM. Very truly yours, Arvind Krishna Chairman of the Board



In 2025, IBM’s strategy fueled growth, drove innovation and delivered strong results for you, our stockholders. IBM’s technology and expertise are helping our clients and ecosystem partners to create smarter business with our AI and hybrid cloud platforms. IBM’s core values of innovation, trust and transparency continue to fuel our enduring focus on delivering both stockholder and client value, driving client success, and deploying responsible AI.”


									As Lead Independent Director of the IBM Board of Directors, I am pleased to share our report of IBM's continued growth and progress in 2025. Your Company is extremely well-positioned for continued success in 2026 and beyond. Below you will find an update on our work over the past year that highlights how the Board continues its efforts to ensure effective oversight of your Company. •The IBM Board. We are continuously focused on ensuring that IBM has an optimal Board structure and composition, evaluating and making improvements as needed to refresh the Board and to bring new perspectives. Since the last Annual Meeting, we added Ramon Laguarta, Chairman and CEO of PepsiCo, Inc. to the Board. His deep expertise in innovative transformation and global business strategy, among other areas, will benefit you, our IBM stockholders. The IBM Board, composed of global thought and business leaders with experience in areas including innovation and emerging technologies, business transformation, human capital management, and cybersecurity, is well-positioned to guide your Company into the future. •Oversight of strategy and risk. Your Board continues to believe that engaged oversight of the Company’s strategy to achieve speed, innovation, and technical excellence is essential to the Company’s performance and creation of long-term sustainable value to our stockholders. This includes active oversight of the Company's acquisition strategy and execution. In addition, the Board assesses and oversees both current and emerging enterprise and market risks, working to fully understand the challenges and opportunities facing the Company. •Independent Board leadership. An essential component of the Board leadership structure is independent leadership. As your independent Lead Director, I am responsible for ensuring the Board exercises prudent judgment, independent from the management team of the Company. I perform many duties to ensure independent and effective oversight, including presiding over an executive session at each Board meeting without management present and leading the Board’s annual self-evaluation process. •Robust stockholder engagement. We continue to prioritize engagement with you, IBM’s owners, because it is a core IBM value and essential to the Board’s decision-making process. We find these engagements valuable. The feedback we receive during our year-round engagement informs important practices and policies in areas ranging from AI to corporate governance and board composition to executive compensation. We are committed to ensuring that your voices are heard, and in turn, to responsive action. •Commitment to responsible business. We know you value IBM’s long-standing pursuit of the highest standards of trust and transparency, responsible business, and the Company’s balanced viewpoint, and the Board actively oversees the Company's efforts in these areas. These are guiding values that differentiate IBM’s approach to its business, including AI, which we believe must be trustworthy, transparent, and explainable. As your Company's Board, we have an ongoing commitment to good corporate governance that enhances sustainable stockholder value, particularly over the long term. We appreciate your trust and investment in IBM and hope that you vote at our Annual Meeting on April 28, 2026. Very truly yours, Alex Gorsky Lead Director



The IBM Board, composed of global thought and business leaders with experience in areas including innovation and emerging technologies, business transformation, human capital management, and cybersecurity, is well-positioned to guide your Company into the future.”


			WHAT'S NEW?


			We continue to enhance our governance, compensation, and responsible business practices and disclosures. Among many other items, in 2025, IBM has: •Undertaken a strategic assessment of ideal skills needed for optimal performance of the Board, focusing on each director’s top skills •Refreshed the Board candidate recruitment process •Introduced a relative Total Shareholder Return (rTSR) modifier to our long-term incentive plan to align with IBM's strategy of sustainable growth •Disclosed relevant information about programs, policies, and metrics related to IBM's responsible business initiatives




13	6	9	13


Corporate Governance	Cybersecurity	Financial Expertise/Literacy	Global Business and Operations




6	9	11	13


Government, Public Policy and Regulatory Affairs	Human Capital Management	Innovation and Emerging Technologies	Organizational Leadership and Management




13						11


Risk Oversight/Risk Management						Strategy/Business Development



			Robust engagement and dialogue with stockholders informs and enhances IBM’s practices



What we do

			Tie a significant portion of pay to Company performance
			Mitigate risk taking by emphasizing long-term equity incentives, placing caps on potential payments, and maintaining robust clawback provisions
			Require significant share ownership by the Chairman, President and CEO, Vice Chairman and Senior Vice Presidents
			Utilize noncompetition and nonsolicitation agreements for senior executives
			Remove impact of share repurchase on executive incentives



What we don’t do

			No individual severance or change-in-control agreements for executive officers
			No excise tax gross-ups for executive officers
			No dividend equivalents on unearned RSUs/PSUs
			No hedging/pledging of IBM stock
			No stock option repricing, exchanges or stock options granted below market value
			No guaranteed incentive payouts for executive officers
			No accelerated vesting of equity awards for executive officers
			No above-market returns on deferred compensation plans



	Alfred W. Zollar Former Executive Advisor, Siris Capital Group, LLC Director since: 2021 Age: 71
	Committee:
		Directors and Corporate Governance

Experience Mr. Zollar, 71, served as a former executive advisor at Siris Capital Group, a private equity group specializing in technology and telecom investments, since March 2021; previously, Mr. Zollar was an executive partner from 2014 through March 2021. While at Siris Capital Group, Mr. Zollar worked closely with cloud-based technology providers, leading providers of enterprise security solutions and other technology and software-as-a-service companies. He served as a director of Red Hat from 2018 until 2019 and of Public Service Enterprise Group from 2012 until 2023. He is currently a director of Nasdaq Inc. and BNY. He is also a member of the Executive Leadership Council, a lifetime member of the National Society of Black Engineers and Harvard Fellow from the 2011 cohort of the Advanced Leadership Initiative at Harvard University. Mr. Zollar retired from IBM in 2011 following a 34-year career during which he held a variety of senior management positions in IBM’s systems and software groups. Key contributions •Global business and leadership experience as an executive partner and former executive advisor at Siris Capital Group •Deep technology experience with more than 40 years in systems and software at IBM and as a director of Red Hat •Extensive finance, strategy and corporate governance experience as a director of Nasdaq and BNY, and as a former director of Public Service Enterprise Group


Under the IBM Board Corporate Governance Guidelines, the Directors and Corporate Governance Committee and the full Board annually review the financial and other relationships between the independent directors and IBM as part of the assessment of director independence. The Directors and Corporate Governance Committee makes recommendations to the Board about the independence of non-management directors, and the Board determines whether those directors are independent. In addition to this annual assessment, director independence is monitored by the Directors and Corporate Governance Committee and the full Board on an ongoing basis.									92% 12 of our 13 director nominees are independent



			The Board reviews our leadership structure annually to ensure the optimal structure for the strategy and oversight of the Company.



At IBM, we believe that innovation and leadership are impossible without taking risks. We also recognize that imprudent acceptance of risk or the failure to appropriately identify and mitigate risk could negatively impact stockholder value. Oversight of IBM’s risk management processes is a shared responsibility:


The Board of Directors and its Committees have responsibility for oversight of IBM’s risk management processes and controls and regularly receive reports from management on salient risks and mitigation strategies. The Committees regularly provide reports to the full Board on the risk areas they are responsible for and other risks that may emerge.									The Company’s management is responsible for the day-to-day implementation and execution of risk management processes and controls, and for managing and addressing the risks identified through IBM’s comprehensive annual enterprise risk review.



			In succession planning, the Board discusses: •Succession process and timeline •Profile and candidate assessments, both internal and external, for the CEO and other senior leadership positions •Leadership pipeline and development plans for the next generation of senior leadership •Addressing current and future skill gaps The Executive Compensation and Management Resources Committee also regularly reviews succession planning and the Company’s management resources programs, overseeing a broad range of talent management topics.



64% equity Payment required to be deferred and paid in Promised Fee Shares (PFS). Each PFS is equal in value to one share of IBM’s common stock. When a dividend is paid on IBM’s common stock, each director’s PFS account is credited with additional PFS reflecting a dividend equivalent payment.


36% choice of cash or equity Directors may elect to receive one or any combination of the following: (a)deferral into PFS, (b)deferral into an interest-bearing cash account, and/or (c)receipt of cash payments on a quarterly basis during service as a Board member.


Additional annual retainers
Chair of the Directors and Corporate Governance Committee									$25,000
Chair of the Executive Compensation and Management Resources Committee									$25,000
Chair of the Audit Committee									$35,000
Lead Director									$65,000


Name (a)	Fees earned or paid in cash ($) (b)	All other compensation ($) (c)(1)	Total ($) (d)
Marianne C. Brown	$365,000	$26,416	$391,416
Thomas Buberl	365,000	86,081	451,081
David N. Farr	365,000	146,043	511,043
Alex Gorsky	430,000	214,291	644,291
Michelle J. Howard	365,000	100,704	465,704
Andrew N. Liveris	390,000	279,935	669,935
F. William McNabb III	365,000	98,009	463,009
Michael Miebach	365,000	18,124	383,124
Martha E. Pollack	365,000	115,522	480,522
Peter R. Voser	400,000	202,016	602,016
Frederick H. Waddell	390,000	156,576	546,576
Alfred W. Zollar	365,000	55,078	420,078


Name and address	Number of shares beneficially owned	Percent of class
The Vanguard Group(1) 100 Vanguard Boulevard Malvern, PA 19355	92,822,090	10.03	%
BlackRock Inc.(2) 50 Hudson Yards New York, NY 10001	75,479,656	8.3	%
State Street Corporation(3) State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114	55,035,821	6.03	%


Name	Common stock(1)		Stock-based holdings(2)	Acquirable within 60 days				Value of common stock shares at fiscal year end ($)(5)
				Options and RSUs(3)		Directors’ DCEAP shares(4)
Marianne C. Brown	440	(6)	440	0		3,270		$1,098,939
Thomas Buberl	0		0	0		13,808		4,090,068
Gary Cohn	89,866		113,841	65,139		N/A		26,619,208
David N. Farr	9,708	(7)	9,708	0		22,600		9,569,953
Alex Gorsky	4,444		4,444	0		33,343		11,192,887
Michelle J. Howard	144		144	0		15,940		4,764,242
James J. Kavanaugh	144,456	(8)	185,057	82,908		N/A		42,789,312
Arvind Krishna	418,689	(9)	495,278	146,158		N/A		124,019,869
Ramon Laguarta (10)	0		0	0		0		0
Andrew N. Liveris	2,655		2,655	0		43,186		13,578,563
F. William McNabb III	9,250		9,250	0		15,612		7,364,373
Michael Miebach	0		0	0		3,529		1,045,325
Martha E. Pollack	0		0	0		16,834		4,986,399
Anne Robinson	6,240		29,132	8,610		N/A		1,848,350
Robert D. Thomas	64,012	(11)	91,077	71,576		N/A		18,960,995
Peter R. Voser	0		0	0		31,421		9,307,214
Frederick H. Waddell	3,763		3,763	0		23,013		7,931,319
Alfred W. Zollar	936		936	0		9,118		2,978,095
Directors and executive officers as a group (20 people)	809,792	(12)	1,040,024	422,723	(12)	231,674	(12)	308,492,644



			Responsible technology						It’s now more critical than ever for companies to prioritize governance, trust and transparency while adopting new technology. IBM is helping to advance responsible AI with a multidisciplinary, multidimensional approach. We believe: (1) trust is the currency of AI adoption; (2) governance is an opportunity; and (3) responsibility is a shared effort. IBM's pillars for trustworthy AI are: explainability, fairness, robustness, transparency, and privacy. With that foundation, IBM has adopted our Principles for Trust and Transparency: ensuring AI augments human intelligence, respects data ownership, and remains transparent and explainable. To reflect our expanded focus beyond AI and address governance for a broader range of emerging technologies, such as quantum computing, we renamed the AI Ethics Board to the Responsible Technology Board. This Board provides strategic guidance across IBM through thought leadership, internal guidance, and use case assessments, which enables IBM’s development and use of AI and other emerging technologies to be aligned with our values and principles. IBM views governance as an opportunity to unlock innovation, not slow it down. In 2025, we advanced this approach through our Integrated Governance Program, which uses watsonx.governance to help automate privacy, data, and AI compliance across the company, providing reusable data sets and models to accelerate trusted AI development. IBM continues to demonstrate its leadership in responsible technology and its commitment to shaping industry standards and fostering open technology. In 2025, the Notre Dame - IBM Technology Ethics Lab hosted its annual Raise the Bar conference at IBM's New York City office, bringing together nearly 200 business, technology, and academic leaders to explore how large enterprises can deploy AI at scale in a way that is trustworthy, fair, and aligned with human values.


			Driving more efficient and sustainable AI						As an enterprise technology company, IBM is focused on technology, costs, and delivering value. We are active across the full stack of AI - training, tuning, and deploying AI models as well as designing and operating related software and hardware. This allows us to identify opportunities for efficiencies that can result in reduced energy consumption and lower operational costs. IBM’s Granite family of models has benefited from innovative techniques that increase speed and efficiency, and the models are available in various sizes, pre-trained with specific, relevant data, so organizations can use the smallest, most energy-efficient option that fits their needs. IBM Turbonomic can help reduce excess resource allocation for AI workloads, potentially lowering energy usage and freeing up capacity without reducing performance. In 2025, IBM introduced several innovations in AI infrastructure that can significantly reduce the energy consumption of workloads. These include new systems like the IBM Power11 and LinuxONE 5 servers and IBM z17 mainframe. At the chip level, new hardware such as the IBM Telum II microprocessor and the IBM Spyre Accelerator deliver high-performance, secured, and more power-efficient AI computing to these systems.


			Education and skills						We are investing in the future of work with a holistic approach that fosters access to education and training. We prioritize preparing people to work responsibly with AI and have committed to training 30 million people by 2030 with IBM SkillsBuild programming, including training 2 million people in AI specifically. As of December 2025, we have reached more than 22 million learners. We also support AI literacy and applied skills through innovative programs like our watsonx challenge in which nearly 170,000 IBMers participated in 2025.



			Political contributions						IBM engages in policy, not politics. In 1968, former IBM CEO Thomas Watson Jr. said a company “should not try to function as a political organization in any way.” IBM continues to live by this philosophy to this day. We have a long-standing policy not to make contributions of any kind (money, employee time, goods or services), directly or indirectly, to political parties, campaigns, or candidates, including through intermediary organizations, such as PACs, campaign funds, or trade or industry associations. This policy applies equally in all countries and across all levels of government. Our approach to advocacy is also grounded in a commitment to preserve and strengthen trust in civic institutions and, to that end, we have partnered with other leading companies and the University of Michigan’s Erb Institute to build and advance a set of principles to promote Corporate Political Responsibility (CPR). By sharing the merit of our non-giving advocacy strategy and deepening business engagement with the CPR principles, we work to increase transparency in the ways that corporations advocate on public policy issues. These principles are focused on strengthening trust in civic institutions and their interactions with business, and providing a framework for how business can responsibly influence public policy without giving a dime to political parties, campaigns, or candidates.


			Lobbying						IBM’s Government and Regulatory Affairs team is committed to advancing common sense public policies that benefit our business and communities. We seek to build trust in technology through precision regulation, a modernized digital infrastructure, promoting justice and equality for all citizens, and leveraging science and technology for good. All IBM lobbying activities, including by third parties on behalf of IBM, require the prior approval of the IBM Office of Government and Regulatory Affairs and must comply with applicable law and IBM’s Business Conduct Guidelines. IBM files periodic reports with the Secretary of the U.S. Senate and the Clerk of the U.S. House of Representatives detailing its U.S. federal lobbying activities and expenditures, with U.S. state and municipal governments, where required, and with the European Union Transparency Register.


			Trade associations						IBM joins trade and industry associations that add value to IBM, its stockholders and employees. These groups have many members from a wide variety of industries, and cover broad sets of public policy and industry issues. Although IBM works to make our voice heard, there may be occasions where our views on an issue differ from those of a particular association. We perform comprehensive due diligence on all of our trade associations to confirm they are reputable and have no history of malfeasance. Company policy prohibits them from using any IBM funds to engage in political expenditures, and we implement robust procedures to ensure they comply. Please visit https://www.ibm.com/policy/positions-and-associations for a list of the trade associations that we support, through annual payments of $50,000 or higher, that are directly engaged in U.S. lobbying. The IBM Board of Directors, as part of its oversight function, periodically receives reports from senior management relating to IBM’s policies and practices regarding governmental relations, public policy, and any associated expenditures. IBM’s senior management, under the leadership of IBM Government and Regulatory Affairs, closely monitors and coordinates all public policy advocacy efforts, as well as any lobbying activities.



			IBM is proud to report that the Center for Political Accountability’s 2025 Report on Corporate Political Disclosure and Accountability gave IBM a score of 98.6 out of 100, naming IBM as one of only 23 companies that fully prohibit the use of corporate assets to influence elections and as one of only 40 companies that prohibit both trade associations and non-profits from using Company contributions for election-related purposes.


			Page number
2025 Executive compensation			33

Report of the E xecutive C ompensation and M anagement R esources C ommittee of the B oard of D irectors			33

202 5 Compen sation d iscussion and a nalysis			34

Section 1: Execut ive compensation program design and results			36

Section 2: Compensation p rogram g overnance			40

Section 3: Compensation d ecisions for the C hairman, P resident and CEO and n amed e xecutive o fficers			44

Section 4: Additional i nformation			46


			Page number
202 5 Sum mary compensation table and related narrative			48

202 5 Gran ts of plan-based awards table			51

202 5 Outstan ding equity awards at fiscal year-end table and related narrative			52

202 5 Retentio n plan narrative			54

202 5 Pens ion benefits narrative			56

202 5 Nonqual ified deferred compensation narrative			61

202 5 Potent ial payments upon termination narrative			64

Pa y versus performan ce			68


Revenue growth(1)

						Optimized portfolio to drive continued growth •In 2025, IBM Revenue grew 8% (6% at constant currency), delivering compelling value through innovation in hybrid cloud and AI •IBM delivered constant currency revenue growth of 6%, with Software Revenue growing 9%, Infrastructure 10%, and Consulting flat •IBM shifted to higher growth areas, with over 75 percent of our business mix in Software and Consulting

Free cash flow(1)

						Profit growth and balance sheet discipline •In 2025, generated cash from operations of $13.2 billion, and free cash flow of $14.7 billion •Invested over $8 billion in 10 strategic acquisitions, and incurred over $8 billion in Research and Development expense, focused on expanding our hybrid cloud and AI capabilities •Returned value to stockholders through more than $6 billion in dividends


			Salary
			Annual Incentive
			Performance Share Units
			Options
			Restricted Stock Units
			Performance-Based Pay (subject to rigorous performance goals and/or stock price performance)


2023-2025 Financial metrics	Target	Results	% Attainment		Incentive score(1)		Weight	Total score (prior to ROIC modifier(2))		ROIC modifier(2) adjustment		Final score
Revenue(3)	$196.9B	$195.5B	99	%	98	%	40%	113	+/-	0	=	113
Operating EPS(4)	$30.75	$31.70	103	%	108	%	30%
Free cash flow(4)	$33.8B	$38.7B	115	%	138	%	30%


	IBM Minimum requirement as a multiple of salary	Median peer group minimum requirement as a multiple of salary
CEO	10	7
Other NEOs	7	4



What counts

			IBM shares owned personally or by members of the officer’s immediate family sharing the same household
			Holdings in the IBM Stock Fund of the 401(k) Plan and the Excess Savings Plan
			Shares of IBM stock deferred under the Excess Savings Plan