Form 4: IBM Director Andrew Liveris Defers Compensation into Company Stock

IBM Director Andrew Liveris has elected to defer a portion of his compensation into 331 Promised Fee Shares under the company's deferred compensation plan, increasing his beneficial ownership of derivative securities to 42,008.

Summary

• Andrew N. Liveris, a Director of International Business Machines Corp (IBM), acquired 331 Promised Fee Shares on June 30, 2025.
• This acquisition was a deferral of fees under the IBM Board of Directors Deferred Compensation and Equity Award Plan.
• Each Promised Fee Share is valued at $294.78.
• These shares are convertible into IBM common stock or cash upon Mr. Liveris's retirement.
• Following this transaction, Mr. Liveris beneficially owns a total of 42,008 derivative securities.

Sentiment

Score: 6

Explanation: Slightly positive as it indicates a director's continued commitment and alignment with shareholder interests through increased beneficial ownership, albeit via a routine compensation deferral.

Positives

• Director Andrew Liveris is increasing his beneficial ownership in the company through deferred compensation, aligning his interests with shareholders.
• The deferral mechanism indicates a long-term commitment from a board member to the company's future performance.

Future Outlook

The distribution of the Promised Fee Shares is deferred until the director's retirement, at which point they will be paid out in the company's common stock or cash.

Management Comments

• Andrew N. Liveris, a Director, elected to defer fees into Promised Fee Shares under the IBM Board of Directors Deferred Compensation and Equity Award Plan.

Industry Context

This type of deferred compensation plan is a common practice among large corporations, particularly in the technology and industrial sectors, to align the long-term interests of board members with those of shareholders and to retain experienced leadership.

Comparison to Industry Standards

• Deferred compensation plans for directors, where fees are converted into equity-linked instruments, are standard practice across major U.S. public companies like Microsoft, Apple, and Google (Alphabet).
• These plans typically aim to foster long-term commitment and align director incentives with shareholder value creation, similar to IBM's approach.
• The specific value of $294.78 per share reflects IBM's stock price at the time of deferral, which is comparable to how other companies value their equity-based compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive alignment of director's long-term interests with shareholder value through equity-linked compensation.
• Board Members: Provides a mechanism for deferred compensation and equity accumulation.

Next Steps

• Distribution of the Promised Fee Shares will occur upon Andrew Liveris's retirement from the board.

Key Dates

Keywords

IBM, Andrew Liveris, Form 4, SEC Filing, Insider Transaction, Director Compensation, Deferred Compensation, Equity Award Plan, Beneficial Ownership, Common Stock