"Red Flag
The company, which awarded Rometty 1.5 million stock options on a one-time basis in January 2016, valued the grant at $12.1 million. That came on top of her normal compensation, consisting of about $21 million in salary, bonus and shares. IBM didn’t disclose any of its assumptions for valuing the options and declined to do so when asked by Bloomberg.
ISS sees Rometty’s grant as a red flag. Based on its calculations, the award is almost 60 percent below the proxy adviser’s own “fair value” estimate of about $29 million. That’s the biggest gap for S&P 500 companies that granted options to executives last year. The grant is a big reason that ISS took the rare step of recommending IBM shareholders -- which include billionaire investor Warren Buffett’s Berkshire Hathaway Inc., and fund giants Vanguard Group and BlackRock Inc. -- vote down the pay program."
https://www.bloomberg.com/news/articles/2017-04-24/ibm-says-ceo-pay-is-33-million-others-say-it-is-far-higher