Independent
Tenure on this board
4.6 yrs
Also a director at
Flex Ltd (FLEX)Cisco Systems Inc (CSCO)Exxon Mobil Corp (XOM)
6 nominees · 4 ballot items.
Election of six directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); approval of the Amended and Restated Kyndryl 2021 Long-Term Performance Plan (increase equity share reserve); and ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2027.
Elect six director nominees (John D. Harris II, Janina Kugel, Denis Machuel, Rahul N. Merchant, Jana Schreuder and Howard I. Ungerleider) to serve one-year terms.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding advisory proposal requests stockholder approval of the Company’s disclosed executive compensation (Say-on-Pay). Management is asking shareholders to affirm its compensation decisions, which are intended to align pay with performance and stockholder interests through a mix of performance-based annual bonuses and long-term equity incentives (PSUs and RSUs). The Compensation and Human Capital Committee revised long-term incentive design in fiscal 2026 to emphasize adjusted operating cash flow with a relative TSR modifier and increased maximum PSU payout to strengthen long-term alignment. The CHC Committee also made targeted adjustments to CEO pay to reflect post-Spin scale and retention considerations, while maintaining a high percentage of at-risk compensation. The Board emphasizes that the vote is advisory but will be taken into account in future compensation decisions; high prior-year support (97% in 2025) and ongoing investor engagement informed management’s approach. A FOR recommendation reflects the Board’s view that the programs appropriately balance retention, pay-for-performance, risk mitigation (clawbacks, minimum vesting, no single-trigger CIC vesting), and alignment with stockholders. Because the vote is non-binding, the Board retains discretion over compensation design and will consider stockholder feedback alongside performance and market data when making future changes.
Approve amendment and restatement of the Company’s long-term equity incentive plan to increase the shares authorized for issuance (proposed increase of 7,600,000 shares) and adopt the plan’s other terms.
This proposal asks shareholders to approve an amended and restated version of Kyndryl’s long-term incentive plan that would increase the share reserve by 7,600,000 shares and modernize plan terms. Management seeks approval to preserve the Company’s ability to grant equity awards (PSUs, RSUs, options, SARs and other awards) used for aligning executive and employee interests with long-term stockholder value and for retention. The filing notes that without approval the Company would eventually exhaust available shares and be forced to rely more heavily on cash compensation, which could increase cash outflows and weaken alignment between employees and stockholders. The Plan includes multiple stockholder-protective features — independent Committee administration, a one-year minimum vesting requirement (with limited exceptions), no evergreen automatic increases, limits on director compensation, prohibition on repricing without stockholder approval, dividend-equivalent restrictions, and clawback provisions — that management highlights to mitigate dilution and governance risk. The proxy also provides dilution and equity plan metrics (including current outstanding awards, shares available and projected dilution if approved) and explains administrative mechanics, change-in-control treatment, substitute awards, and Section 409A and 162(m) considerations. The Board’s FOR recommendation reflects the view that the Plan is necessary to execute compensation strategy, maintain competitive pay practices, and preserve retention and incentive tools while incorporating governance safeguards; rejection could materially hamper the Company’s ability to grant equity incentives and retain talent.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.7% | 16,949,095 | $222M |
| 2 | BlackRock, Inc. | 5.8% | 12,809,673 | $168M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 5.3% | 11,712,830 | $149M |
| 4 | Neuberger Berman Group LLC | 4.7% | 10,390,679 | $136M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 10,045,056 | $132M |
| 6 | STATE STREET CORP | 3.3% | 7,299,940 | $96M |
| 7 | BlackRock, Inc. | 3.1% | 6,720,470 | $88M |
| 8 | FMR LLC | 2.8% | 6,166,375 | $81M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.9% | 4,283,599 | $56M |
| 10 | SOUND SHORE MANAGEMENT INC /CT/ | 1.9% | 4,147,984 | $54M |
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