DEF 14A of Kyndryl Holdings, Inc., Jun 12, 2024

DEF 14A of Kyndryl Holdings, Inc.

Filed Jun 12, 2024 · FY20240001140361-24-029890

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Proposal 1—Election of Directors

    Proposal 1—Election of Directors Our Board currently consists of 10 members and, until the conclusion of our 2027 Annual Meeting of stockholders, will be divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of directors. This temporary classified Board structure is intended to provide continuity of leadership during Kyndryl’s first years of operation as an independent, public company. The directors designated as Class I directors have terms expiring at the 2025 Annual Meeting, the directors designated as Class II directors have terms expiring at the 2026 Annual Meeting and the directors designated as Class III directors have terms expiring at the 2024 Annual Meeting. Any director elected at the 2024 Annual Meeting will belong to the class whose term expires at such Annual Meeting and will hold office for a three-year term or until his or her successor has been duly elected and qualified.

  3. Proposal 1—Election of Directors

    | CLASS I | CLASS II | CLASS III | | TERMS EXPIRING AT THE 2025 ANNUAL MEETING | TERMS EXPIRING AT THE 2026 ANNUAL MEETING | NOMINEES FOR ELECTION AT THE 2024 ANNUAL MEETING | | • Janina Kugel • Denis Machuel • Rahul N. Merchant | • John D. Harris II • Jana Schreuder • Howard I. Ungerleider | • Dominic J. Caruso • Stephen A.M. Hester • Shirley Ann Jackson • Martin Schroeter |

  4. Proposal 1—Election of Directors

    Beginning at the 2025 Annual Meeting, and at each annual meeting thereafter, all of our directors up for election at such meeting will be elected annually and will hold office until the following Annual Meeting or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. Effective as of the conclusion of the 2027 Annual Meeting, our Board will therefore no longer be divided into three classes. Our Company’s Board Corporate Governance Guidelines provide that, subject to review by the Nominating and Governance Committee and the Board, at the first annual meeting after turning age 75, non-management directors shall not stand for reelection. With respect to Shirley Ann Jackson, the Board unanimously approved a waiver to this policy and strongly believe she should continue on the Kyndryl Board due to her extensive leadership experience, as well as her performance and contributions to the Board and the Nominating and Governance Committee. Dr. Jackson’s leadership experience as former president of a preeminent science and technology university, government and regulatory experience, outside board experience and technological expertise gives Kyndryl an important unique perspective on the Board. Upon the recommendation of the Nominating and Governance Committee, the Board has considered and nominated the following slate of Class III nominees for a three-year term expiring at our 2027 Annual Meeting or until their successors are duly elected and qualified: Dominic J. Caruso, Stephen A.M. Hester, Shirley Ann Jackson and Martin Schroeter. Unless otherwise instructed, the persons named in the form of Proxy Card (proxyholders) attached to this Proxy Statement intend to vote the proxies held by them for the election of Dominic J. Caruso, Stephen A.M. Hester, Shirley Ann Jackson and Martin Schroeter. If any of these nominees ceases to be a candidate for election by the time of the 2024 Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

  5. Proposal 1—Election of Directors

    | | The Board recommends that you vote FOR the election of each of the Class III nominees set forth above. |

  6. Proposal 1—Election of Directors

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  7. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

  8. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | DOMINIC J. CARUSO | INDEPENDENT DIRECTOR since 2021 | AGE 66 | | Retired Executive Vice President and Chief Financial Officer, Johnson & Johnson, a global healthcare products company COMMITTEE: Audit (Chair) | Qualifications, Attributes and Skills • Global business experience as former chief financial officer of Johnson & Johnson • Financial expertise as former chief financial officer of Johnson & Johnson • Affiliation with leading business and public policy association as former co-chair of the U.S. Chamber of Commerce Global Initiative on Health and the Economy • Outside board experience as a director of McKesson Corporation | Relevant Experience Mr. Caruso served as the executive vice president and chief financial officer of Johnson & Johnson from 2007 until his retirement in 2018. Earlier in his career, Mr. Caruso served Centocor, Inc. as vice president, finance and chief financial officer from 1994 to 1998, and as senior vice president and chief financial officer from 1998 until the acquisition of Centocor by Johnson & Johnson in 1999. Mr. Caruso then joined Johnson & Johnson and served in various executive positions until his appointment as the executive vice president and chief financial officer in 2007. Mr. Caruso is a director of McKesson Corporation. Mr. Caruso previously served as the co-chair of the U.S. Chamber of Commerce Global Initiative on Health and the Economy and currently serves on the Board of Trustees and Advisors of the Cystic Fibrosis Foundation. Mr. Caruso is trustee emeritus of the Children’s Hospital of Philadelphia. |

  9. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | STEPHEN A.M. HESTER | LEAD INDEPENDENT DIRECTOR since 2021 | AGE 63 | | Chairman, easyJet plc, a leading international airline Chairman, Nordea Bank Abp, a leading Nordic financial services group COMMITTEE: Nominating and Governance (Chair) | Qualifications, Attributes and Skills • Global business experience as former group chief executive of RSA Insurance Group, of Royal Bank of Scotland Group and of British Land plc • Financial expertise as former chief financial officer of Abbey National plc and Credit Suisse First Boston • Outside board experience as chairman of easyJet plc, chairman of Nordea Bank Abp, former senior independent director of Centrica plc, former director of RSA Insurance Group plc and former deputy chairman of Northern Rock | Relevant Experience Sir Stephen Hester currently serves as chairman of easyJet plc and as chairman of Nordea Bank Abp. In 2024, he was knighted for services to business and to the economy in the United Kingdom’s New Year Honours list. Sir Stephen Hester served as chief executive officer of RSA Insurance Group from 2014 until his retirement in June 2021. Prior to joining RSA, he was group chief executive of Royal Bank of Scotland from 2008 to 2013, chief executive of British Land plc from 2004 to 2008, and chief operating officer and chief financial officer of Abbey National plc from 2002 to 2004. Sir Stephen Hester began his career at Credit Suisse First Boston in 1982 and held positions of increasing responsibility, including chief financial officer and global head of the fixed income division. Additionally, during the past five years, he served as senior independent director of Centrica plc and as a director of RSA Insurance Group plc. |

  10. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  11. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | SHIRLEY ANN JACKSON | INDEPENDENT DIRECTOR since 2021 | AGE 77 | | Retired President, Rensselaer Polytechnic Institute, a leading science and technology university that brings technical innovation to the marketplace COMMITTEE: Nominating and Governance | Qualifications, Attributes and Skills • Leadership and technology, digital and/or cybersecurity experience as former president of Rensselaer Polytechnic Institute • Industry and research experience as a theoretical physicist at the former AT&T Bell Laboratories • Government service as a member of the United States Secretary of Energy Advisory Board, the Defense Science Board, the International Security Advisory Board to the United States Secretary of State, former chairman of the U.S. Nuclear Regulatory Commission and co-chair of the President’s Intelligence Advisory Board and former member of the President’s Council of Advisors on Science and Technology • Regulatory experience as a former member of the board of governors of the Financial Industry Regulatory Authority (FINRA) and as former chairman of the U.S. Nuclear Regulatory Commission • Affiliation with leading business and public policy associations as a member of the Council on Foreign Relations, former university vice chair of the Council on Competitiveness and former member of the board of the World Economic Forum USA • Formerly tenured professor at Rensselaer Polytechnic Institute and Rutgers University • Outside board experience as a former director of a number of corporations including FedEx Corporation, Public Service Enterprise Group Incorporated (PSEG) and International Business Machines Corporation (IBM) | Relevant Experience Dr. Jackson was a theoretical physicist at the former AT&T Bell Laboratories from 1976 to 1991, consultant to the former AT&T Bell Laboratories from 1991 to 1995, professor of theoretical physics at Rutgers University from 1991 to 1995 and chairwoman of the U.S. Nuclear Regulatory Commission from 1995 to 1999. Dr. Jackson was president of Rensselaer Polytechnic Institute for more than two decades, from 1999 until her retirement in 2022. Dr. Jackson’s distinguished career in science and technology includes being a member of the United States Secretary of Energy Advisory Board, the Defense Science Board and the International Security Advisory Board to the United States Secretary of State. She has also served as co-chair of the President’s Intelligence Advisory Board. Dr. Jackson is a fellow of the Royal Academy of Engineering (U.K.), the American Academy of Arts and Sciences, the American Association for the Advancement of Science and the American Physical Society. She is a member of the U.S. National Academy of Engineering and the American Philosophical Society. Dr. Jackson is a recipient of the National Medal of Science, the highest award in science and engineering awarded by the U.S. Government. Dr. Jackson is currently a member of the Memorial Sloan Kettering Cancer Center Board of Trustees. Dr. Jackson is a member of the Council on Foreign Relations. She is a Regent Emerita and former Vice-Chair of the Board of Regents of the Smithsonian Institution, a past president of the American Association for the Advancement of Sciences and an honorary trustee of the Brookings Institution. Additionally, during the past five years, she served as a director of FedEx Corporation, PSEG and IBM. |

  12. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  13. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | MARTIN SCHROETER | CHAIRMAN since 2021 | AGE 59 | | Chairman and Chief Executive Officer, Kyndryl | Qualifications, Attributes and Skills • Global business and leadership experience as chief executive officer of Kyndryl and former senior vice president of global markets of IBM • Technology, digital and/or cybersecurity experience as chief executive officer of Kyndryl and service in various roles at IBM • Financial expertise as former senior vice president and chief financial officer of IBM • Affiliation with leading business and public policy association as a member of the Business Roundtable and the Council on Foreign Relations | Relevant Experience Mr. Schroeter was named the first chief executive officer of Kyndryl in January 2021. Previously, Mr. Schroeter served in a variety of business line and finance executive positions at IBM including senior vice president of global markets from 2018 until 2020, responsible for IBM’s global sales, customer relationships and satisfaction and worldwide geographic operations and overseeing IBM’s marketing and communication functions and building IBM’s brand and reputation globally, and senior vice president and chief financial officer from 2014 until 2017, leading IBM’s finance function. Earlier in his career, Mr. Schroeter served as general manager of IBM global financing, managing a total asset base in excess of $37 billion, and had served in numerous roles in Japan, the United States and Australia. Mr. Schroeter is a member of the Business Roundtable and the Council on Foreign Relations. |

  14. Class III Director Nominees for Election to a 3-Year Term Expiring in 2027

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  15. Directors Continuing in Office

    Directors Continuing in Office

  16. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

    CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

  17. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

    | JANINA KUGEL | INDEPENDENT DIRECTOR since 2021 | AGE 54 | | Former Chief Human Resources Officer, Siemens AG, a diversified manufacturing and technology company COMMITTEE: Compensation and Human Capital | Qualifications, Attributes and Skills • Global business experience as former chief human resources officer of Siemens AG • Government service as a former member of the Innovation Council for the Federal Ministry of Digitization and the Council of Future of Work for the Federal Ministry of Labor and Social Affairs of Germany • Technology, digital and/or cybersecurity experience as the chairwoman of Seatti GmbH • Affiliation with a leading business and public policy association as the co-chair of the Digital Council of the Confederation of German Employers’ Associations • Academic experience as a member of the International Advisory Board of the IESE Business School in Spain, the University Council of the Technical University of Munich and the Global Navigation Board of the University of Tokyo • Outside board experience as a director of TUI AG | Relevant Experience Ms. Kugel served as the chief human resources officer and member of the managing board of Siemens AG from 2015 until 2020. Ms. Kugel joined Siemens AG in 2001 as vice president of group strategy in the communications sector and in 2005, was appointed director of global commercial excellence before becoming director of human resources in 2009. In 2012, Ms. Kugel joined Osram where she served as chief human resources officer until 2013, when she returned to Siemens AG to serve as corporate vice president of human resources and chief diversity officer. Ms. Kugel currently serves as chairwoman of Seatti GmbH, a leading desk booking software company. Ms. Kugel serves on the Board of, and is the co-chair of, the Digital Council of the Confederation of German Employers’ Associations (Bundesvereinigung der Deutschen Arbeitgeberverbände). Ms. Kugel is also a member of the International Advisory Board of the IESE Business School in Spain, the University Council of the Technical University of Munich and the Global Navigation Board of the University of Tokyo. Since 2020, Ms. Kugel has served as senior advisor to EQT, AB Group and is a senior advisor for Boston Consulting Group, Inc. Ms. Kugel is also a member of the Board of Trustees of Deutsche AIDS Stiftung (German AIDS Foundation). |

  18. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  19. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

    | DENIS MACHUEL | INDEPENDENT DIRECTOR since 2021 | AGE 60 | | Chief Executive Officer, The Adecco Group, a leading human resources and temporary staffing firm COMMITTEE: Audit | Qualifications, Attributes and Skills • Global business experience as chief executive officer of The Adecco Group and former chief executive officer of Sodexo S.A. • Technology and digital experience as the former chief digital officer of Sodexo S.A. • Affiliation with leading business and public policy associations as a former member of the G7 Business for Inclusive Growth coalition and the Consumer Goods Forum | Relevant Experience Mr. Machuel has served as chief executive officer of The Adecco Group since July 2022. Prior to this, Mr. Machuel served as the chief executive officer of Sodexo S.A. from 2018 until 2021. Mr. Machuel joined Sodexo in 2007 as the managing director of benefits and rewards services for central and eastern Europe. In 2012, he became chief executive officer of Sodexo benefits and rewards worldwide. Mr. Machuel joined the Sodexo Group Executive Committee in 2014 and from 2015 until 2018 served as group chief digital officer and from 2017 until 2018, served as deputy chief executive officer of Sodexo. Additionally, between 2016 and 2017, Mr. Machuel served as chief executive officer of personal and home services at Sodexo. Mr. Machuel has also served as a member of the G7 Business for Inclusive Growth coalition and the Consumer Goods Forum. |

  20. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

    | RAHUL N. MERCHANT | INDEPENDENT DIRECTOR since 2021 | AGE 67 | | Former Senior Executive Vice President and Head of Client Services & Technology, TIAA-CREF, a financial services company COMMITTEE: Audit | Qualifications, Attributes and Skills • Global business experience as former senior executive vice president and head of client services and technology at TIAA • Technology, digital and/or cybersecurity experience as former executive vice president and chief information and operations officer at Federal National Mortgage Association (Fannie Mae) and former senior vice president, chief information officer and chief technology officer at Merrill Lynch, Pierce, Fenner & Smith Incorporated • Government service as former citywide chief information and innovation officer of New York City • Outside board experience as a director of Juniper Networks, Inc. | Relevant Experience Mr. Merchant served as a senior executive vice president at TIAA from 2015 until his retirement in April 2022. While at TIAA, Mr. Merchant led a variety of organizations including chief information officer, client services and digital transformation. Prior to serving in this role, Mr. Merchant served as citywide chief information and innovation officer for the City of New York from 2012 until 2014. From 2006 until 2009, Mr. Merchant served as executive vice president, chief information and operations officer and member of the executive committee at Fannie Mae and senior vice president, chief information officer and chief technology officer at Merrill Lynch, Pierce, Fenner & Smith Incorporated from 2000 until 2006. Mr. Merchant also serves as a director for Juniper Networks, Inc. |

  21. CLASS I DIRECTORS, WITH TERMS EXPIRING AT THE 2025 ANNUAL MEETING

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  22. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

    CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

  23. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

    | JOHN D. HARRIS II | INDEPENDENT DIRECTOR since 2021 | AGE 63 | | Former Vice President of Business Development, Raytheon Company and Chief Executive Officer, Raytheon International Inc., a multinational aerospace and defense company COMMITTEE: Nominating and Governance | Qualifications, Attributes and Skills • Global business experience as former chief executive officer of Raytheon International Inc. and vice president of business development of Raytheon Company • Technology, digital and/or cybersecurity experience as former president of the Raytheon Technical Services Company and as former general manager of Raytheon’s Intelligence, Information and Services business • Government service as former member of the National Advisory Council on Minority Business Enterprise with the U.S. Department of Commerce and Radio Technical Commission for Aeronautics (RTCA) NexGen Advisory Committee of the U.S. Department of Transportation • Outside board experience as a director of Cisco Systems Inc., Flex Ltd., and Exxon Mobil Corporation | Relevant Experience Mr. Harris served as chief executive officer of Raytheon International Inc. from 2013 until 2020, where he led significant business transformations. Mr. Harris also served as vice president of business development for Raytheon Company during his tenure, a global technology and innovation-driven company with offerings such as intelligence services and cybersecurity solutions. Mr. Harris joined Raytheon in 1983 and held positions of increasing responsibility, including vice president of operations and contracts for Raytheon’s former electronic systems business, vice president of contracts for the company’s government and defense businesses until 2003 and vice president of contracts and supply chain for Raytheon Company until 2010, when he was named president of the Raytheon Technical Services Company, a role he served in until 2013. Mr. Harris served on the RTCA NextGen Advisory Committee, the National Advisory Council on Minority Business Enterprise with the U.S. Department of Commerce and the Association of the United States Army’s Council of Trustees. Mr. Harris serves as a board member for Cisco Systems Inc., Flex Ltd., and Exxon Mobil Corporation. |

  24. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  25. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

    | JANA SCHREUDER | INDEPENDENT DIRECTOR since 2021 | AGE 65 | | Retired Executive Vice President, Chief Operating Officer, Northern Trust Corporation, a financial services company COMMITTEE: Compensation and Human Capital (Chair) | Qualifications, Attributes and Skills • Global business experience as former chief operating officer of Northern Trust Corporation • Technology, digital and/or cybersecurity experience as former president of operations and technology at Northern Trust Corporation • Financial experience as former chief risk officer and head of corporate risk management and president of wealth management at Northern Trust Corporation • Affiliation with leading business association as a member of Women Corporate Directors • Outside board experience as a director of The Bank of N.T. Butterfield & Son Limited | Relevant Experience Ms. Schreuder served as executive vice president and chief operating officer of Northern Trust Corporation from 2014 until she retired from that role in 2018. Ms. Schreuder joined Northern Trust in 1980 and during her tenure held multiple roles as a member of the management team, including service as chief risk officer from 2005 to 2006, president of operations and technology from 2006 to 2011 and president of wealth management from 2011 to 2014. Ms. Schreuder is a member of Women Corporate Directors. Ms. Schreuder currently sits on the board of The Bank of N.T. Butterfield & Son Limited. Additionally, during the past five years, she served as a director of Avantax, Inc. |

  26. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

    | HOWARD I. UNGERLEIDER | INDEPENDENT DIRECTOR since 2021 | AGE 55 | | Retired President and Chief Financial Officer, Dow Inc., a materials, polymer, chemicals and biological sciences enterprise COMMITTEE: Compensation and Human Capital | Qualifications, Attributes and Skills • Global business experience as former president and chief financial officer of Dow Inc. • Financial expertise as former chief financial officer of Dow Inc., DowDuPont and The Dow Chemical Company • Managed the financial complexities of the historic merge-and-spin of DowDuPont, an $86 billion holding company comprised of The Dow Chemical Company and DuPont from September 2017 to April 2019 • Financial leadership for The Dow Chemical Company’s strategic ownership restructuring of its Dow Corning Corporation silicones business joint venture completed in 2016 • Affiliation with leading business and public policy associations as Chair of the Business Leaders for Michigan business roundtable and the Michigan Climate Executive Advisory Group • Outside board experience as a former director of Wolverine Bancorp, Inc. | Relevant Experience Mr. Ungerleider served as president and chief financial officer of Dow Inc. from April 2019 until November 2023, and he retired from the company in January 2024. In 1990, he joined The Dow Chemical Company and subsequently held various positions, including chief financial officer from 2014 to 2015. In 2016, he was appointed chief financial officer of DowDuPont effective upon the merger of The Dow Chemical Company and E.I. du Pont de Nemours and Company (DuPont). Mr. Ungerleider served in this role from 2017 until April of 2019, when Dow Inc. separated from DowDuPont. In January 2024, Mr. Ungerleider was appointed as an Operating Advisor to Clayton, Dubilier & Rice funds. Mr. Ungerleider previously served as chairman of the Dow Company Foundation. He currently serves on the Board of Directors of FCLTGlobal, the Michigan Israel Business Bridge and the Rollin M. Gerstacker Foundation. Mr. Ungerleider is also Chair of the Business Leaders for Michigan business roundtable and the Michigan Climate Executive Advisory Group. |

  27. CLASS II DIRECTORS, WITH TERMS EXPIRING AT THE 2026 ANNUAL MEETING

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  28. Committees of the Board

    Committees of the Board Our Board has three standing committees—Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee. Each Committee is comprised solely of directors who satisfy the independence criteria established by the Board, which reflect the standards of the NYSE and the rules of the SEC, including the heightened independence requirements that apply to Audit Committee and Compensation and Human Capital Committee members. Each Committee has a written charter that sets forth the Committee’s duties and responsibilities.

  29. Committees of the Board

    | Director | Independent | Kyndryl Committees | | | | | | | | | | | | Audit | Compensation and Human Capital | Nominating and Governance | | Dominic J. Caruso | | | | | | John D. Harris II | | | | | | Stephen A.M. Hester | | | | | | Shirley Ann Jackson | | | | | | Janina Kugel | | | | | | Denis Machuel | | | | | | Rahul N. Merchant | | | | | | Jana Schreuder | | | | | | Howard I. Ungerleider | | | | | | Number of Committee Meetings in fiscal year 2024 | | 5 | 6 | 3 |

  30. Committees of the Board

    | | Lead Independent Director | | Committee Chair | | Committee Member | | Audit Committee Financial Expert |

  31. Committees of the Board

    Each committee reviews its charter at least annually to ensure such charters reflect evolving trends and best practices. The Charter of each committee can be found on our website, investors.kyndryl.com, under Corporate Responsibility: Governance: Governance Documents: Committee Charters.

  32. Committees of the Board

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  33. Committees of the Board

    | AUDIT COMMITTEE | | | | Members and Qualifications | | Key Responsibilities | | DOMINIC J. CARUSO—CHAIR | | The Committee is responsible for overseeing reports of our financial results, audit reporting, internal controls, adherence to our code of ethics and compliance with applicable laws and regulations. Concurrent with that responsibility, as set out more fully in the Committee’s Charter, the Committee has other key responsibilities, including: • selecting the independent registered public accounting firm, approving all related fees and compensation, overseeing such firm’s work and reviewing its selection with the Board; • preapproving the proposed services to be provided by the independent registered public accounting firm; • reviewing the procedures of the independent registered public accounting firm to ensure its independence and other qualifications for services performed for us; • reviewing any significant changes in accounting principles or developments in accounting practices and the effects of those changes on our financial reporting; • assessing the effectiveness of our internal audit function and overseeing the adequacy of internal controls, key controls and processes in specific areas, including cybersecurity, and enterprise risk management processes; • overseeing the Company’s efforts to develop and implement policies, procedures and strategies for identifying, managing and monitoring cybersecurity and data privacy matters; and • meeting with management prior to each quarterly earnings release and periodically to discuss the appropriate approach to earnings press releases and the type of financial information and earnings guidance to be provided to analysts and rating agencies. | | | Mr. Caruso has many years of experience as a public company chief financial officer, including direct involvement in the preparation of financial statements and setting financial disclosure policy and as chair of another public company audit committee. | | | DENIS MACHUEL | | | | | Mr. Machuel, in his role as chief executive officer, has valuable experience overseeing a chief financial officer and the financial reporting process of public companies. | | | RAHUL N. MERCHANT | | | | | Mr. Merchant has many years of experience in the financial services industry, as well as prior service as the chair of the audit committee of another public company board. Mr. Merchant has technology, digital and cybersecurity experience through his roles as CIO and CTO at major financial entities. | |

  34. Committees of the Board

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  35. Committees of the Board

    | NOMINATING AND GOVERNANCE COMMITTEE | | | | Members and Qualifications | | Key Responsibilities | | STEPHEN A.M. HESTER—CHAIR | | The Committee is devoted to the continuing review, definition and articulation of our governance structure and practices. Concurrent with that responsibility, as set out more fully in the Committee’s Charter, the Committee has other key responsibilities, including: • leading the search for qualified individuals for election as our directors based on all appropriate criteria, including candidates’ business or professional experience, the diversity of their background and their talents and perspectives, technology or cybersecurity experience; reviewing and assessing the independence of each director nominee; and planning for future Board and Committee refreshment actions; • advising on all matters concerning directorship practices, and on the function, composition and duties of the committees of the Board; • reviewing and assessing the independence of all of our non-management directors, heightened standards for Audit and Compensation and Human Capital Committee members and assessing transactions with related persons annually; • developing and making recommendations to the Board regarding a set of corporate governance guidelines; • reviewing and recommending to the Board the form and amount of our non-management director compensation; • reviewing our position and practices on significant corporate political or charitable contributions, environmental matters and corporate responsibility matters; and • reviewing and considering stockholder proposals. | | | Mr. Hester has valuable international governance experience gained through serving as the chief executive officer of public companies in Europe and serving as a member of multiple public company boards in the role of chairman worldwide. | | | JOHN D. HARRIS II | | | | | Mr. Harris has governance experience, including such experience at a global technology company, gained through serving a wide range of roles, including as the head of business development and the CEO of a subsidiary at a public company, as well as serving as a member of other public company boards. | | | SHIRLEY ANN JACKSON | | | | | Dr. Jackson has a broad governance perspective gained through serving as the president at a major technology and science university and in senior leadership positions in government, industry and research. She has also served on several public company boards across many industries including the technology sector. This experience includes leadership positions as the chair of a governance committee and the Lead Director of another public company. | |

  36. Committees of the Board

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  37. Committees of the Board

    | COMPENSATION AND HUMAN CAPITAL COMMITTEE | | | | Members and Qualifications | | Key Responsibilities | | JANA SCHREUDER—CHAIR | | The Compensation and Human Capital Committee has responsibility for defining and articulating our overall executive compensation philosophy and key compensation policies, including the material risks associated with executive compensation structure, policies and programs. Concurrent with that responsibility, as set out more fully in the Committee’s Charter, the Committee has other key responsibilities, including: • reviewing and approving the corporate goals and objectives relevant to the CEO’s compensation, evaluating, together with the other independent members of the Board, the CEO’s performance in light of those goals and objectives and, based on such evaluation, recommending the CEO’s compensation level for approval by the independent members of the Board; • administering and approving all elements of compensation for the Company’s non-CEO executive officers; • annually reviewing and discussing with management the Company’s compensation policies and practices as applied to employees generally to assess whether any risks arising from such structures, policies and programs are reasonably likely to have a material adverse effect on the Company; • reviewing our human capital management and inclusion, diversity and equity practices; • overseeing and approving the management continuity planning process; • overseeing the evaluation of management; • approving, by direct action or through delegation, participation in and all awards, grants and related actions under our equity plan; • monitoring compliance with stock ownership guidelines and administering clawback policies; and • evaluating, on at least an annual basis, whether any work provided by the Committee’s compensation consultant raised any conflict of interest and pre-approving any services to be provided to the Company or its subsidiaries by any of the Committee’s compensation consultants. | | | Ms. Schreuder brings to our Committee her perspective as a former public company chief operating officer and chair of another public company compensation committee, as well as valuable risk management experience. | | | JANINA KUGEL | | | | | Ms. Kugel brings to our Committee over a decade of experience as a human resources executive, including as a chief human resources officer responsible for executive recruitment and compensation as well as diversity, equity and inclusion. | | | HOWARD I. UNGERLEIDER | | | | | Mr. Ungerleider brings to our Committee financial planning experience through serving as a president and chief financial officer of a public company and an understanding of the link between such financial planning and incentive compensation. | |

  38. Committees of the Board

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  39. Board Corporate Governance Guidelines

    | • | director compensation and stock ownership; |

  40. Director Compensation

    Director Compensation The director compensation program for fiscal 2024, as adopted by the Board and described below, provides that each of our non-employee directors receives a cash retainer and an annual equity award in the form of restricted stock units (RSUs) for their services to the Board and its committees. Mr. Schroeter, Chairman and Chief Executive Officer, does not receive separate compensation for his service on the Board. The Board believes that annual compensation for non-employee directors should consist of both a cash component, designed to compensate members for their service on the Board and for serving as Lead Independent Director or as the chair of a Board committee, and an equity component, designed to align the interests of directors and stockholders. In addition, each director will be reimbursed for out-of-pocket expenses in connection with his or her services. This program enables continued attraction and retention of highly qualified directors and to address the time, effort and accountability required by active board membership. Director compensation is periodically reviewed by the Nominating and Governance Committee and the Board, generally on an annual basis.

  41. Director Compensation

    | Fiscal 2024 Annual Compensation | Fiscal 2024 Additional Annual Cash Retainers | | | | Lead Independent Director | $60,000 | | | Board Committee Chairmanship | | | | Audit | $30,000 | | | Compensation and Human Capital | $22,500 | | | Nominating and Governance | $22,500 |

  42. Director Compensation

    The cash retainer is paid in installments and prorated for partial years of service. The annual RSU grant is made on the date of the annual meeting each year, has an annual target value of $210,000 and fully vests on the earlier of the anniversary of the grant date and the date of our next annual meeting following the grant date (provided that the date of the meeting is at least 50 weeks after the grant date). Accordingly, on July 27, 2023, we granted each of our non-employee directors 15,614 RSUs that vest in full on the date of the 2024 Annual Meeting, subject to the director’s continued service through such date. Our directors are subject to the Stock Ownership Guidelines described under “2024 Executive Compensation—Compensation Discussion and Analysis—Additional Compensation Information—Stock Ownership Guidelines.” Pursuant to such guidelines, our non-employee directors are required to retain 100% of the shares of our common stock underlying the RSUs, net of any amounts required to pay taxes, until they achieve the ownership required by the guidelines.

  43. Director Compensation

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  44. Director Compensation

    The table below sets forth information regarding the compensation of each of our non-employee directors for the fiscal year ended March 31, 2024.

  45. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Dominic J. Caruso | 140,000 | 210,008 | 350,008 | | John D. Harris II | 110,000 | 210,008 | 320,008 | | Stephen A.M. Hester | 192,500 | 210,008 | 402,508 | | Shirley Ann Jackson | 110,000 | 210,008 | 320,008 | | Janina Kugel | 110,000 | 210,008 | 320,008 | | Denis Machuel | 110,000 | 210,008 | 320,008 | | Rahul N. Merchant | 110,000 | 210,008 | 320,008 | | Jana Schreuder | 132,500 | 210,008 | 342,508 | | Howard I. Ungerleider | 110,000 | 210,008 | 320,008 |

  46. Director Compensation

    | (1) Represents the aggregate dollar amount of all fees earned or paid in cash to each non-employee director, including the annual cash retainer, committee and/or chairmanship fees. |

  47. Director Compensation

    | (2) Represents the aggregate grant date fair value of RSUs granted during fiscal 2024 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (Topic 718). The assumptions used in the valuation are discussed under “Stock-Based Compensation” in Note 1—“Significant Accounting Policies” and Note 15—“Stock-Based Compensation” to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (Fiscal 2024 Form 10-K). As of March 31, 2024, each of our non-employee directors had 15,614 RSUs outstanding, which will vest on July 25, 2024, subject to continued service through such date. |

  48. Director Compensation

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  49. Director Compensation

    | 2024 Executive Compensation | |

  50. How Our NEOs Are Paid

    | | Payment Form | Performance and/or Service Condition | Compensation Objective | | Base Salary | • Cash | • NA | • Provide market-competitive, fixed level of compensation • Attract and retain high-performing talent | | Annual Cash Bonus | • Cash | • CHC Committee annually evaluates a broad range of financial and non-financial metrics • Fiscal 2024 annual cash bonus was earned based on the Company’s achievement of revenue, adjusted EBITDA and corporate citizenship goals for the fiscal year, subject to adjustment upwards or downwards for individual performance | • Tie compensation to business performance and individual performance for the fiscal year • Attract and retain high-performing talent | | Long-Term Equity Incentive | • Equity— Performance Share Units (65% of Long-Term Equity Incentive) | • CHC Committee annually evaluates a broad range of financial and non-financial metrics • Vesting of fiscal 2024 awards is tied to meeting performance objectives related to Adjusted Operating Cash Flow, Total Signings and Relative Total Shareholder Return (TSR), in each case, over a 3-year period | • Tie compensation to business performance • Attract and retain high-performing talent • Align NEOs’ interests with those of stockholders | | | • Equity— Restricted Stock Units (35% of Long-Term Equity Incentive) | • Vesting ratably over four years, subject to employment through each applicable vesting date | • Attract and retain high-performing talent • Align NEOs’ interests with those of stockholders |

  51. Role of Compensation Consultants

    Role of Compensation Consultants Our CHC Committee has engaged FW Cook to serve as the CHC Committee’s independent compensation consultant. FW Cook and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the CHC Committee on executive compensation and the Nominating and Governance Committee on director compensation. At the CHC Committee’s request, FW Cook regularly advises the CHC Committee on general marketplace trends in executive compensation, provides analysis and advice to the CHC Committee as to the amount and form of executive compensation, makes proposals for executive compensation programs, assists in the development of a group of peer companies for inclusion in competitive market analyses of compensation and otherwise advises the CHC Committee with regard to the compensation of our Chief Executive Officer and other executives. FW Cook also reviewed this Compensation Discussion and Analysis. The CHC Committee has assessed the independence of FW Cook pursuant to the applicable rules of the SEC and NYSE and determined that its engagement does not raise any conflict of interest.

  52. Role of Compensation Consultants

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  53. Use of Competitive Data

    Use of Competitive Data Our CHC Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and ensure that our compensation program for executive officers attracts and retains key talent. Accordingly, the CHC Committee, working with FW Cook, has developed a group of peer companies to inform the Company’s executive compensation decisions, which is reviewed annually to ensure that the companies constituting the peer group continue to provide meaningful and relevant compensation comparisons. The CHC Committee believes that the peer group companies are an appropriate reference to inform the Company’s executive compensation decisions based on several important criteria:

  54. Use of Competitive Data

    | • | their listing on a U.S. stock exchange and subjection to reporting obligations similar to Kyndryl’s; |

  55. Use of Competitive Data

    | • | the similarity of their industry classification to Kyndryl’s classification; |

  56. Use of Competitive Data

    | • | the extent to which they compete with Kyndryl for executive talent and for investors; |

  57. Use of Competitive Data

    | • | the similarity in the scale of their business to that of Kyndryl’s; and |

  58. Use of Competitive Data

    | • | general comparability of key size measures, primarily revenue and number of employees. |

  59. Use of Competitive Data

    The CHC Committee determined that no changes were necessary to our peer group for the fiscal 2024 performance year, which consisted of the 15 companies set forth below.

  60. Use of Competitive Data

    | • Accenture plc | • Cognizant Technology Solutions Corporation | • Leidos Holdings, Inc. | | • Aon plc | • DXC Technology Company | • Marsh & McLennan Companies, Inc. | | • Automatic Data Processing, Inc. | • Fidelity National Information Services, Inc. | • Salesforce, Inc. | | • Booz Allen Hamilton Holding Corporation | • Fiserv, Inc. | • Science Applications International Corporation | | • Cisco Systems, Inc. | • Hewlett Packard Enterprise Company | • VMware, Inc. |

  61. Use of Competitive Data

    Effective for the fiscal 2025 performance year, the CHC Committee made updates to ensure that the peer group continues to remain appropriate for evaluating the competitiveness of our compensation program, including removing VMware, Inc., which was acquired by Broadcom Inc. in November 2023, and adding Jacobs Solutions Inc., primarily based on the comparability of its business and size to Kyndryl. At the time the peer group was reviewed and approved in October 2023, the Company’s revenue approximated the median of the peer group. While our CHC Committee reviews compensation levels for comparable roles within the peer group to inform its determinations regarding the compensation of our executive officers, our CHC Committee does not rely solely on data from the peer group in establishing the compensation for our executive officers nor does our CHC Committee target a specific competitive position versus the peer group. Our CHC Committee also refers to other resources, including published compensation data from other third-party surveys. The compensation data of the peer group and such other resources are considered alongside the Company’s pay-for-performance and long-term value creation objectives in determining the compensation for our executive officers that best aligns management’s interests with those of our stockholders.

  62. Use of Competitive Data

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  63. Annual Cash Bonus

    Annual Cash Bonus

  64. Annual Cash Bonus

    | | LINK TO COMPENSATION PHILOSOPHY | Annual cash bonus opportunities are intended to encourage NEOs, as well as other employees, to focus on multiple performance objectives that are key to creating stockholder value by delivering financial, operating and strategic performance that is aligned with our business strategy and stockholder interests. | | The CHC Committee annually evaluates a broad range of financial and non-financial metrics, including metrics relating to the Company’s corporate citizenship strategy, to determine the appropriate annual bonus award metrics. | | |

  65. Annual Cash Bonus

    The CHC Committee determined to award the NEOs cash bonus opportunities under the Kyndryl Annual Incentive Plan for Executives for fiscal 2024. Target amounts for the cash bonus opportunities were equal to 200% of their respective base salaries for Messrs. Schroeter and Keinan and 125% of their respective base salaries for Messrs. Wyshner and Sebold and Ms. Charbonnier. Actual bonuses can range from 0% to 200% of the target award opportunity for each NEO. As part of its review and market check in May 2023, the CHC Committee determined that setting the NEOs’ target short-term cash incentives at these levels (which were unchanged as a percentage of base salary from fiscal 2023 levels) furthered the CHC Committee’s objective of awarding compensation opportunities that are majority performance-based and tied to the Company’s business results. The tables below set forth the performance metrics selected by the CHC Committee, their relative weightings, the target amounts and qualitative goals approved by the CHC Committee with respect to each metric based on the Company’s fiscal 2024 budget and corporate citizenship strategy and the CHC Committee’s rationale for the selection of each metric. In particular, the revenue goal reflected the fact that revenue for fiscal 2024 was expected to decline, primarily due to proactive, strategic actions by the Company in connection with the Company’s Accounts initiative to reduce certain low-margin revenue streams to

  66. Annual Cash Bonus

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  67. Annual Cash Bonus

    strengthen margins and overall profitability, and, due to the nature of the Company’s business, the Company’s financial results would be largely driven by actions taken and contracts entered into prior to the Spin-off. The CHC Committee also determined to maintain the relative weightings, including the revenue goal for the foregoing reasons, and in recognition of the Company’s focus on returning to profitable growth, set the 2024 adjusted EBITDA goal at a level 8% higher than the financial performance the Company reported in our fiscal 2023 earnings release. While the fiscal 2024 adjusted EBITDA target of $2.130 billion was 3% lower than the adjusted EBITDA value of $2.202 billion used for the fiscal 2023 cash bonus attainment calculations, it should be noted that the adjusted EBITDA value used for the fiscal 2023 cash bonus attainment calculations included an upward adjustment for currency variance versus the adjusted EBITDA goal set at the beginning of fiscal 2023. We generate a majority of the Company’s revenue outside the U.S., which can significantly impact reported results when the U.S. dollar exchange rate fluctuates against other currencies in any reporting period.

  68. Annual Cash Bonus

    | Metric(1) | Weighting | Target Amount | Rationale for Selection | | Adjusted EBITDA(2) | 60% | $2.130 billion | • Used by management to assess our financial performance • Used by investors to assess our business • CHC Committee believes this metric provides a reliable indicator of the strength of our financial results | | Revenue | 30% | $16.158 billion | • Used by management to assess our financial performance • Used by investors to assess our business | | Corporate Citizenship | 10% | See (3) below | • Encourages management to focus on the achievement of corporate citizenship goals that the CHC Committee believes further the Company’s strategy |

  69. Annual Cash Bonus

    | (1) When assessing performance for purposes of the Kyndryl Annual Incentive Plan, the CHC Committee may adjust for certain pre-determined items as described further below. |

  70. Annual Cash Bonus

    | (2) Adjusted EBITDA is defined as net income (loss) excluding interest expense, income taxes, depreciation and amortization (excluding depreciation of right-of-use assets and amortization of capitalized contract costs), charges related to ceasing to use leased/fixed assets, charges related to lease terminations, transaction-related costs and benefits, pension costs other than pension servicing costs and multi-employer plan costs, stock-based compensation expense, workforce rebalancing charges, impairment expense, significant litigation costs and foreign currency impacts of highly inflationary countries. For a more detailed description of the items excluded from the measure, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results” in our Fiscal 2024 Form 10-K. |

  71. Annual Cash Bonus

    | (3) The corporate citizenship goals are focused on achieving the following three strategic objectives: (1) environmentally sound practices; (2) attract, retain and motivate our workforce, ensuring critical skills to enable growth and a thriving culture; and (3) governance, ethics and transparency. The CHC Committee retained discretion to determine the relative weightings of the qualitative goals underlying these three strategic objectives within the corporate citizenship metric. |

  72. Annual Cash Bonus

    For each NEO, the outcome of our performance with respect to revenue, adjusted EBITDA and corporate citizenship goals set forth above was subject to adjustment upwards (but not above 200% of target) or downwards based on individual performance, provided that the sum of the individual payouts could not exceed the total overall funding level for participants in the bonus pool based on the achievement of the performance criteria for fiscal 2024.

  73. Annual Cash Bonus

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  74. Annual Cash Bonus

    The following tables set forth the payout percentages for threshold, target and maximum achievement as a percentage of the target revenue and adjusted EBITDA amounts. To the extent that performance fell between the applicable levels for each of these metrics set forth in the table below, payouts were determined using linear interpolation. To the extent that performance fell below the applicable threshold levels, no payouts would have been made in connection with our performance with respect to such goal.

  75. Annual Cash Bonus

    | Revenue (30% Weighting) | Below Threshold | Threshold | Target | Maximum | | % of Goal Attainment | <95% | 95% | 100% | 108% | | % of Target Payout | 0% | 20% | 100% | 200% |

  76. Annual Cash Bonus

    | (1) In setting targets, the CHC Committee took into account the Company’s publicly disclosed outlook projecting revenue declines for fiscal 2024 and a return to revenue growth in calendar year 2025. As a result, the CHC Committee increased the maximum revenue goal attainment from 105% to 108% in fiscal 2024, representing stretch performance that would warrant a maximum payout in light of the expected year-over-year revenue decline. |

  77. Annual Cash Bonus

    | Adjusted EBITDA (60% Weighting) | Below Threshold | Threshold | Target | Maximum | | % of Goal Attainment | <90% | 90% | 100% | 110% | | % of Target Payout | 0% | 50% | 100% | 200% |

  78. Annual Cash Bonus

    Automatic Adjustments and CHC Committee Discretion The financial results for fiscal 2024 were subject to pre-determined adjustments to remove the impact of currency movements and any material impact of changes in GAAP or other accounting standards, as well as changes in tax laws that result in a material impact to financial results. In addition, the CHC Committee had pre-determined that the financial results for fiscal 2024 may be subject to other adjustments for the impact of certain items to the extent that they occur, including unplanned acquisitions or divestitures, loss of contracts not novated in the Spin-off, special items adjusted for in the Company’s public disclosures including without limitation impairments and gains and losses on divestitures or sales of assets outside of the normal course of operations, and material changes to commercial agreements driven by a change in the strategies of the Company’s former parent if such situations occurred. Finally, under the Kyndryl Annual Incentive Plan for Executives, the CHC Committee has discretion to change the incentive formula or increase, reduce or eliminate a participant’s award, in each case at any time up to the date of payment. Determination of Fiscal 2024 Achievement and Payouts The table below shows the actual results based on the Company’s fiscal 2024 performance and the payouts associated with each of the fiscal 2024 metrics as a percentage of target. The dollar amounts set forth in the table reflect the Company’s actual performance, adjusted to remove the impact of currency movements.

  79. Annual Cash Bonus

    | Metrics | Performance Target | Actual Performance, as Adjusted(1) | % of Target Payout | | Revenue | $16.158 billion | $16.411 billion | 108% | | Adjusted EBITDA | $2.130 billion | $2.361 billion | 200% | | Corporate Citizenship | See (2) below | See (2) below | 100% |

  80. Annual Cash Bonus

    | (1) When assessing performance for purposes of the Kyndryl Annual Incentive Plan, the CHC Committee may adjust for certain pre-determined items as described further above. For fiscal 2024, beginning with GAAP revenue and adjusted EBITDA as reported in our earnings release, as previously approved by the Committee, adjustments were made to eliminate the impact of currency movements and to adjust for differences between actual foreign exchange rates and the foreign exchange rates used in the Company’s 2024 financial target plan. For adjusted EBITDA, the Committee further adjusted the results downward for certain items that were not reflected in the Company’s 2024 financial target plan. |

  81. Annual Cash Bonus

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  82. Annual Cash Bonus

    | (2) The percentage of target payout with respect to the corporate citizenship objectives was determined based on the Company’s achievement of key qualitative goals to further the Company’s corporate citizenship strategy: continuing to build the foundation of our sustainability program to deliver our commitment to reduce our environmental impact; maintaining at or better than industry average levels of employee engagement; advancing key diversity and inclusion goals globally; and continuing to establish a foundation for the culture, systems and platforms which enhance governance, ethics and transparency. |

  83. Annual Cash Bonus

    The results set forth above produced a weighted payout percentage of 162% of target. The CHC Committee determined not to adjust the weighted payout percentage for the individual performance of any of the NEOs. Based on the performance achieved, each of the NEOs earned a cash bonus for fiscal 2024 as follows, which amounts are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table:

  84. Annual Cash Bonus

    | Name | Base salary(1) | Target bonus as a percentage of base salary | Target bonus opportunity(2) | Weighted payout percentage | Fiscal 2024 bonus payment | | Martin Schroeter | $1,100,000 | 200% | $2,150,273 | 162% | $3,483,442 | | David Wyshner | $825,000 | 125% | $1,017,264 | 162% | $1,647,968 | | Elly Keinan | $830,000 | 200% | $1,645,082 | 162% | $2,665,033 | | Edward Sebold | $700,000 | 125% | $864,640 | 162% | $1,400,717 | | Maryjo Charbonnier | $650,000 | 125% | $801,622 | 162% | $1,298,628 |

  85. Annual Cash Bonus

    | (1) Effective as of July 1, 2023. |

  86. Annual Cash Bonus

    | (2) Fiscal 2024 AIP target incentive opportunity is prorated for changes in each executive officer’s salary during the fiscal year. |

  87. Long-Term Equity Incentives

    Long-Term Equity Incentives

  88. Long-Term Equity Incentives

    | | LINK TO COMPENSATION PHILOSOPHY | Long-term equity incentive awards are intended to ensure that our NEOs have a continuing stake in our long-term success, are motivated to achieve longer-term performance objectives linked to our business strategy and receive compensation tied to stockholder value creation. We grant long-term equity incentive (LTI) awards under the Amended and Restated Kyndryl 2021 Long-Term Performance Plan (LTPP). | | In determining the size and award mix of the annual long-term incentive opportunity, the CHC Committee considers a number of factors, including competitive market data. The CHC Committee currently awards a mix of performance share units (PSUs) and time-vesting restricted stock units (RSUs) that consists 65% of PSUs and 35% of RSUs, to NEOs as part of the annual long-term incentive opportunity. | | | | Once performance share unit awards have been granted, the number of shares that an NEO will receive on vesting, if any, depends on the Company’s attainment of specific financial or strategic targets. | | | | Finally, the CHC Committee considers time-vesting restricted stock units an important tool to retain key talent and ensure that executives have a continuing stake in our long-term success. | | |

  89. Long-Term Equity Incentives

    As part of the review of the compensation of our NEOs undertaken by the CHC Committee in April 2023, our CHC Committee reviewed the target long-term equity incentives of each of the NEOs, including in comparison to market data. No changes were made to the NEOs’ target long-term equity incentives in fiscal 2024.

  90. Long-Term Equity Incentives

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  91. Long-Term Equity Incentives

    | In August 2023, the CHC Committee granted the fiscal 2024 annual long-term equity incentive awards under the LTPP in the form of PSUs and RSUs. The CHC Committee determined to balance its goals of tying our NEOs’ compensation to achievement of business objectives and attracting and retaining high-performing talent by awarding 65% of the total target award opportunity in the form of PSUs and 35% of the total target award opportunity in the form of time-vesting RSUs for each of our executive officers. Beginning with fiscal 2025, our CHC Committee determined to grant annual long-term incentive awards in early June of each year, shortly following our public announcement of our financial results for the prior completed fiscal year and publication of our outlook for the current fiscal year to align with market practice. | |

  92. Long-Term Equity Incentives

    The CHC Committee determined to link the vesting of the PSUs to the achievement of the Company’s business objectives and the creation of stockholder value by basing the vesting of the PSUs on the Company’s adjusted operating cash flow, total signings and TSR relative to that of the companies in the S&P 400 Mid-Cap Index, in each case, over the performance period beginning April 1, 2023 (or, in the case of the Relative TSR metric, August 1, 2023) and ending March 31, 2026 (the Performance Period). The table below sets forth these performance metrics, their relative weightings and the CHC Committee’s rationale for the selection of each metric.

  93. Long-Term Equity Incentives

    | Metric | Weighting | Rationale for Selection | | Adjusted Operating Cash Flow(1) | 50% | • Used by management to evaluate our operating results, plan strategic investments and assess our ability and need to incur and service debt • Used by investors to assess our business • CHC Committee believes this metric is an indicator of the strength of our operating results | | Total Signings(2) | 25% | • Used by management to provide insight into the Company’s potential future revenue and as a tool to monitor performance of the business, including the business’ ability to attract new customers and sell additional scope into our existing customer base • Used by investors to assess our business • CHC Committee believes this metric is an indicator of future value creation | | Relative TSR(3) | 25% | • Reflects the performance of Kyndryl’s stock relative to its peers; payout of PSUs is also capped at target if absolute TSR is negative |

  94. Long-Term Equity Incentives

    | (1) “Adjusted Operating Cash Flow” means cash flow from operating activities with the following add-backs: separation-related costs, workforce rebalancing and restructuring charges, transaction-related payments and integration-related items, goodwill and long-lived asset impairment charges, foreign currency impacts of highly inflationary countries, significant litigation payments, amortization of intangible assets, stock-based compensation, and pension costs other than pension servicing costs and multi-employer plan costs. When assessing performance for purposes of the LTI, adjustments are made for certain pre-determined items, including actual foreign exchange rates and the foreign exchange rates used in the Company’s financial plans for such periods, unless otherwise determined by the Committee. |

  95. Long-Term Equity Incentives

    | (2) “Signings” means an initial estimate of the value of a customer’s commitment under a contract. “Total Signings” means the aggregate amount of all Signings during the Performance Period. |

  96. Long-Term Equity Incentives

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  97. Long-Term Equity Incentives

    | (3) TSR is determined by dividing (a) (x) the average closing stock price of the five trading days ending on the last day of the Performance Period (March 31, 2026), assuming that dividends during the Performance Period are reinvested in additional shares of the issuing entity’s stock, less (y) the average closing stock price of the five trading days ending on the first day of the performance period (August 1, 2023) by (b) the average closing stock price of the five trading days ending on the first day of the performance period (August 1, 2023). In order to compare Kyndryl’s Relative TSR with that of the companies in the S&P 400 Mid-Cap Index, each company in the S&P 400 Mid-Cap Index as of August 1, 2023 (collectively, the PSU Peer Group) will be ranked in order of its TSR (provided that any company that ceases to be a member of the PSU Peer Group after August 1, 2023 because it ceases to be listed on a securities exchange will cease to be a member of the PSU Peer Group). A member of the PSU Peer Group will be removed if either during the performance period, the company makes a public disclosure of its intent or agreement to enter into a merger or sale with another company, after which the company will no longer be listed on a securities exchange, or it is not listed on a securities exchange for the entire performance period. Kyndryl’s percentile rank among the companies in the PSU Peer Group will then be used to determine the percentage vesting of PSUs as further described below. |

  98. Long-Term Equity Incentives

    The table below sets forth the total target value of the fiscal 2024 long-term equity incentive awards made to each NEO and represent the percentages of their respective total target compensation, as well as the fair market value on the grant date of the RSUs and the target value of the PSUs, assuming that the target level of performance is achieved.

  99. Long-Term Equity Incentives

    | Name | (A) RSU Award Value(1) | (B) 50% of PSU Adjusted Operating Cash Flow(2) | (C) 25% of PSU Total Signings(2) | (D) 25% of PSU Relative TSR(3) | Total LTI Award Value (A+B+C+D) | Target LTI (% of Total Target Compensation) | | Martin Schroeter | $3,675,000 | $3,412,500 | $1,706,250 | $1,706,250 | $10,500,000 | 76% | | David Wyshner | $1,400,000 | $1,300,000 | $650,000 | $650,000 | $4,000,000 | 68% | | Elly Keinan | $2,660,000 | $2,470,000 | $1,235,000 | $1,235,000 | $7,600,000 | 75% | | Edward Sebold | $525,000 | $487,500 | $243,750 | $243,750 | $1,500,000 | 49% | | Maryjo Charbonnier | $350,000 | $325,000 | $162,500 | $162,500 | $1,000,000 | 41% |

  100. Long-Term Equity Incentives

    | (1) The number of RSUs our NEOs received was determined by dividing the values in the table above by the average of the high and low prices of our common stock on the NYSE on the grant date ($13.37). |

  101. Long-Term Equity Incentives

    | (2) The target number of PSUs our NEOs received that will vest based upon our achievement of Adjusted Operating Cash Flow and Total Signings was determined by dividing the values in the table above by the average of the high and low prices of our common stock on the NYSE on the grant date ($13.37). |

  102. Long-Term Equity Incentives

    | (3) The target number of PSUs our NEOs received that will vest based upon our achievement of Relative TSR was determined by dividing the values in the table above by the product of the average of the high and low prices of our common stock on the NYSE on the grant date and a Monte Carlo valuation percentage. |

  103. Long-Term Equity Incentives

    RSUs. The RSUs vest in four equal annual installments beginning on the anniversary of the grant date, subject to the NEO’s continued employment with the Company through each applicable vesting date.

  104. Long-Term Equity Incentives

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  105. Long-Term Equity Incentives

    PSUs. The PSUs vest upon the CHC Committee’s certification of the extent to which the performance criteria have been achieved during the Performance Period. The table below sets forth the percentage of PSUs that vest upon our achievement of below threshold, threshold, target and maximum performance for each of the performance criteria.

  106. Long-Term Equity Incentives

    | | Adjusted Operating Cash Flow | | Total Signings | | Relative TSR | | | Performance Level | Kyndryl Performance Rate vs. Target | Percentage of PSUs that vest (out of a target of 50%) | Kyndryl Performance Rate vs. Target | Percentage of PSUs that vest (out of a target of 25%) | Kyndryl Percentile Rank | Percentage of PSUs that vest (out of a target of 25%) | | Below Threshold | Below 80% | 0% | Below 80% | 0% | Below 25th | 0% | | Threshold | 80% | 25% | 80% | 5% | 25th | 12.5% | | Target | 100% | 50% | 98%-102% | 25% | 50th | 25% | | Maximum | 120% | 75% | 120% | 37.5% | 75th (1) | 37.5%(1) |

  107. Long-Term Equity Incentives

    | (1) For the fiscal 2024-2026 performance period, the CHC Committee made the following changes to the Relative TSR performance criteria to reduce the Monte Carlo valuation premium (relative to the Company’s stock price) and align the accounting valuation of the Relative TSR PSUs with the accounting valuation of other PSUs and RSUs: |

  108. Long-Term Equity Incentives

    | • | Changed the maximum payout to 150% of target at the 75th percentile (from 200% at the 90th percentile); |

  109. Long-Term Equity Incentives

    | • | Capped the maximum payout value at 400% of the target number of Relative TSR PSUs multiplied by the grant date closing stock price, as measured by the closing stock price on the last day of the performance period, so that should performance and stock price result in the value exceeding this 400% cap at the end of the performance period, the number of PSUs distributed will be reduced to align with the cap; and |

  110. Long-Term Equity Incentives

    | • | Aligned the Relative TSR performance start date with the grant date (August 1, 2023). |

  111. Long-Term Equity Incentives

    If actual performance with respect to a performance criterion is determined by the CHC Committee to fall between the Threshold and Target levels of achievement or the Target and Maximum levels of achievement, then the percentage of PSUs that vest will be determined by linear interpolation. Notwithstanding the foregoing, if our TSR at the end of the Performance Period is negative, the percentage of PSUs that vest in respect of Relative TSR will be capped at 100%. For information about the treatment of the RSUs and PSUs in the event of certain terminations or a change in control, see “Potential Payments upon Termination or Change in Control” below.

  112. Other Compensation

    Other Compensation Executive Severance and Retirement Plan The Company maintains the Kyndryl Executive Severance and Retirement Plan (Severance Plan), which is described in detail under “Potential Payments upon Termination or Change in Control” below. Each of the NEOs is entitled to benefits under the Severance Plan, as set forth under “Potential Payments upon Termination or Change in Control.” The CHC Committee considers it important that the Company not have to engage in case-by-case negotiations with respect to executive departures. The CHC Committee also believes that having a severance plan furthers the Company’s ability to attract and retain talented executives and that being covered under the terms of a severance plan would allow executives to focus on their duties and provide them security in the event of proposed extraordinary transactions.

  113. No Long-Term Employment Agreements

    No Long-Term Employment Agreements We generally do not enter into employment agreements with our executives. In connection with the Spin-off, we assumed the offer letters each of Messrs. Schroeter, Wyshner and Keinan and Ms. Charbonnier had with IBM, which set forth their initial compensation terms, but did not contain ongoing obligations such as guaranteed salary or bonus levels, guaranteed equity compensation levels or severance terms.

  114. Risk Management and Mitigation of Compensation Policies and Practices

    | Attribute | Risk-Mitigating Effect | | Emphasis on long-term, equity-based compensation at the executive level | • Discourages risk-taking that produces short-term results at the expense of building long-term stockholder value | | PSUs are subject to a three-year performance and vesting period, and RSUs and stock options vest over four years; all are subject to our clawback policies | • Helps ensure our executives realize their compensation over a time horizon consistent with achieving long-term stockholder value | | Number of shares that may be earned under our PSU awards is capped | • Reduces the possibility that extraordinary events or formulaic payments could distort incentives or over-emphasize short-term over long-term performance | | Payments under our Annual Incentive Plan are capped | • Reduces the possibility that extraordinary events or formulaic payments could distort incentives | | Robust stock ownership guidelines | • Helps ensure our executives’ economic interests are aligned with the long-term interests of our stockholders | | Prohibition on hedging transactions by executive officers and their Related Parties | • Helps ensure the alignment of interests generated by our executive officers’ equity holdings is not undermined by hedging or similar transactions | | Stringent clawback policies and provisions, including a policy consistent with SEC rules and NYSE listing standards, as well as an additional supplemental policy | • Deters inappropriate actions or decisions by our executives by reducing the potential financial gain to be realized as a result of such actions or decisions | | Use of an independent compensation consultant that performs no other services for the Company | • Helps ensure advice will not be influenced by conflicts of interest |

  115. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for their service in fiscal 2024, fiscal 2023 and the transition period from January 1, 2022 through March 31, 2022 and fiscal 2021.

  116. Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Martin Schroeter Chairman and Chief Executive Officer | 2024 | 1,075,000 | — | 10,500,025 | — | 3,483,442 | — | 602,814 | 15,661,281 | | | 2023 | 1,000,000 | — | 10,500,025 | — | 2,000,000 | — | 155,321 | 13,655,346 | | | Trans | 250,000 | — | — | — | 500,000 | — | 24,244 | 774,244 | | | 2021 | 962,122 | 300,000 | 18,849,141 | 4,198,987 | 2,000,000 | — | 66,912 | 26,377,162 | | David Wyshner Chief Financial Officer | 2024 | 813,750 | — | 4,000,037 | — | 1,647,968 | — | 20,802 | 6,482,557 | | | 2023 | 780,000 | — | 4,000,027 | — | 975,000 | — | 13,389 | 5,768,416 | | | Trans | 195,000 | — | — | — | 243,750 | — | — | 438,750 | | | 2021 | 242,273 | 146,250 | 11,089,084 | 1,599,619 | 975,000 | — | — | 14,052,225 | | Elly Keinan Group President | 2024 | 822,500 | — | 7,600,008 | — | 2,665,033 | — | 184,932 | 11,272,473 | | | 2023 | 800,000 | — | 7,600,020 | — | 1,600,000 | — | 122,389 | 10,122,409 | | | Trans | 200,000 | — | — | — | 400,000 | — | 16,771 | 616,771 | | | 2021 | 651,515 | 2,240,000 | 12,274,703 | 3,039,269 | 1,600,000 | — | 48,736 | 19,854,223 | | Edward Sebold General Counsel and Secretary | 2024 | 691,667 | — | 1,500,046 | — | 1,400,717 | — | 101,253 | 3,693,683 | | | 2023 | 666,667 | — | 1,500,020 | — | 833,333 | — | 67,500 | 3,067,520 | | | Trans | 166,667 | — | — | — | 208,333 | — | 3,750 | 378,750 | | | 2021 | 619,356 | 125,000 | 2,365,295 | 599,855 | 833,333 | — | 66,412 | 4,609,252 | | Maryjo Charbonnier Chief Human Resources Officer | 2024 | 641,250 | — | 1,000,039 | — | 1,298,628 | — | 88,075 | 3,027,992 | | | 2023 | 615,000 | — | 1,000,028 | — | 768,750 | — | 52,349 | 2,436,127 | | | Trans | 153,750 | — | — | — | 192,188 | — | — | 345,938 | | | 2021 | 300,511 | 990,500 | 2,536,373 | 399,908 | 770,000 | — | 11,019 | 5,008,311 |

  117. Summary Compensation Table

    | (1) In January 2022, the Company changed its fiscal year-end to March 31 from December 31. Fiscal 2024 and fiscal 2023 reflect the years ended March 31, 2024 and 2023; the transition period (Trans) reflects the three months from January 1, 2022 through March 31, 2022; and fiscal 2021 reflects the year ended December 31, 2021. |

  118. Summary Compensation Table

    | (2) Amounts in this column reflect the salary earned during the relevant fiscal period, whether paid or deferred under our Excess Plan. The fiscal 2024 base salaries for the NEOs (as described under “Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Base Salaries”) became effective July 1, 2023. |

  119. Summary Compensation Table

    | (3) Amounts in this column reflect the aggregate grant date fair value of stock awards granted to the NEOs during each of the periods presented, computed in accordance with Topic 718. The grant date fair value of the RSUs and PSUs issued was determined using the assumptions discussed under “Stock-Based Compensation” in Note 1 — “Significant Accounting Policies” and Note 15 — “Stock-Based Compensation” to the financial statements for the fiscal year ended March 31, 2024 included in our Fiscal 2024 Form 10-K. The amounts for the PSUs granted in fiscal 2024 included within the total amount in the “Stock Awards” column reflect the grant date fair value based upon the probable outcome of the performance conditions (as described under “Compensation Discussion and Analysis—Elements of Compensation and Compensation Decisions—Long-Term Equity Incentives”) as of the grant date. If the highest level of performance was achieved, then the aggregate grant date fair value of the PSUs granted in fiscal 2024 would have been the following amounts: Mr. Schroeter — $10,237,520; Mr. Wyshner — $3,900,037; Mr. Keinan — $7,410,008; Mr. Sebold — $1,462,549; and Ms. Charbonnier — $975,040. |

  120. Summary Compensation Table

    | (4) Reflects the cash incentive bonuses earned by the NEOs. See “Compensation Discussion and Analysis—Elements of Compensation and Compensation Decisions—Annual Cash Bonus.” |

  121. Summary Compensation Table

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  122. Summary Compensation Table

    | (5) We do not provide any of our executives with any above-market or preferential earnings on non-qualified deferred compensation. |

  123. Summary Compensation Table

    | (6) Amounts shown in this column include the following for fiscal 2024: For Messrs. Schroeter, Wyshner, Keinan and Sebold and Ms. Charbonnier, 401(k) matching contributions of $19,800, $5,802, $19,800, $15,053 and $19,800, respectively; for Messrs. Schroeter, Keinan and Sebold and Ms. Charbonnier, automatic contributions by us to the Kyndryl Excess Plan of $163,200, $125,100, $71,200 and $64,275, respectively; and for Mr. Schroeter, $330,780 for personal security and $53,336 for personal use of aircraft. |

  124. Summary Compensation Table

    | Amounts shown in this column also include the following perquisites for fiscal 2024, each of which was below the SEC threshold for individual quantification: For Mr. Schroeter, personal financial planning, ground transportation and Kyndryl-sponsored gifts; for Mr. Wyshner, personal financial planning; for Mr. Keinan, personal financial planning, ground transportation, spousal travel, annual executive physical and Kyndryl-sponsored gifts; for Mr. Sebold, personal financial planning; and for Ms. Charbonnier, annual executive physical and ground transportation. |

  125. Summary Compensation Table

    | Based on a review by an independent security consultant and the Company’s assessment of risks as they have evolved over time since the Spin-off along with the Company’s own transformation as an independent company, we implemented certain temporary personal security measures for Mr. Schroeter due to a specific threat and his critical leadership role. The CHC Committee believes the amounts paid by the Company for Mr. Schroeter’s security services are reasonable, necessary and for the Company’s benefit. The aggregate incremental cost for Mr. Schroeter’s personal security services is calculated based on billings for services from third parties. |

  126. Summary Compensation Table

    | The aggregate incremental cost to the Company of Mr. Schroeter’s personal use of Company-provided aircraft reported above is calculated based on our actual invoiced amount from a third-party provider for the variable costs incurred on each trip. Since the aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as management fees. Mr. Schroeter’s personal travel on Company-provided aircraft is limited to an aggregate incremental cost to the Company not to exceed $200,000 per year. |

  127. Summary Compensation Table

    | In addition, and in limited circumstances, Messrs. Schroeter and Keinan had family members accompany each on business travel on a Company-provided aircraft for which we incurred no incremental costs. |

  128. Summary Compensation Table

    | The NEOs are fully responsible for all personal income taxes associated with these perquisites and no gross-up payment for these taxes is made by the Company. |

  129. Summary Compensation Table

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  130. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table sets forth grants of plan-based awards to the NEOs during the fiscal year that ended March 31, 2024.

  131. Grants of Plan-Based Awards in Fiscal 2024

    | Name | Grant Date | Approval Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Martin Schroeter | | | Annual Cash Bonus | 132,000 | 2,200,000 | 4,400,000 | | | | | | | | 8/1/2023(2) | 7/27/2023 | FY24 PSU | | | | 25,193 | 503,865 | 755,798 | | 6,825,013 | | | 8/1/2023 | 7/27/2023 | FY24 RSU | | | | | | | 274,870 | 3,675,012 | | David Wyshner | | | Annual Cash Bonus | 61,875 | 1,031,250 | 2,062,500 | | | | | | | | 8/1/2023(2) | 7/27/2023 | FY24 PSU | | | | 9,598 | 191,950 | 287,925 | | 2,600,024 | | | 8/1/2023 | 7/27/2023 | FY24 RSU | | | | | | | 104,713 | 1,400,013 | | Elly Keinan | | | Annual Cash Bonus | 99,600 | 1,660,000 | 3,320,000 | | | | | | | | 8/1/2023(2) | 7/27/2023 | FY24 PSU | | | | 18,235 | 364,702 | 547,053 | | 4,940,006 | | | 8/1/2023 | 7/27/2023 | FY24 RSU | | | | | | | 198,953 | 2,660,002 | | Edward Sebold | | | Annual Cash Bonus | 52,500 | 875,000 | 1,750,000 | | | | | | | | 8/1/2023(2) | 7/27/2023 | FY24 PSU | | | | 3,599 | 71,983 | 107,975 | | 975,033 | | | 8/1/2023 | 7/27/2023 | FY24 RSU | | | | | | | 39,268 | 525,013 | | Maryjo Charbonnier | | | Annual Cash Bonus | 48,750 | 812,500 | 1,625,000 | | | | | | | | 8/1/2023(2) | 7/27/2023 | FY24 PSU | | | | 2,399 | 47,989 | 71,984 | | 650,026 | | | 8/1/2023 | 7/27/2023 | FY24 RSU | | | | | | | 26,179 | 350,013 |

  132. Grants of Plan-Based Awards in Fiscal 2024

    | (1) Reflects the range of possible payout under the Annual Cash Bonus awarded to the NEO for fiscal 2024. See “Compensation Discussion and Analysis—Elements of Compensation and Compensation Decisions—Annual Cash Bonus.” The amount paid out is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  133. Grants of Plan-Based Awards in Fiscal 2024

    | (2) Reflects the PSU award granted to the NEO as part of the fiscal 2024 long-term incentive award. Amounts reported in the “Threshold” column assume that 5% of the target PSUs will vest and amounts reported in the “Maximum” column assume that 150% of the target PSUs will vest. The actual number of shares that are earned for the PSUs will be determined based on the level of achievement attained with respect to Adjusted Operating Cash Flow, Total Signings and Relative TSR over the three-year period. |

  134. Grants of Plan-Based Awards in Fiscal 2024

    | (3) Computed in accordance with Topic 718 using the assumptions discussed under “Stock-Based Compensation” in Note 1 — “Significant Accounting Policies” and Note 15 — “Stock-Based Compensation” to the financial statements for the fiscal year ended March 31, 2024 included in the Fiscal 2024 Form 10-K. |

  135. Grants of Plan-Based Awards in Fiscal 2024

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  136. Outstanding Equity Awards as of March 31, 2024

    Outstanding Equity Awards as of March 31, 2024 The following table sets forth the number of securities underlying outstanding equity awards for each of our NEOs as of March 31, 2024.

  137. Outstanding Equity Awards as of March 31, 2024

    | Name | Grant Date | Option Awards(1)(2) | | | | Stock Awards(2) | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (11) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(11) ($) | | Martin Schroeter | 12/16/2021(3) | | | | | 118,347 | 2,575,231 | | | | | 12/16/2021(4) | | | | | | | 152,170 | 3,311,219 | | | 12/16/2021 | 321,023 | 321,024 | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(7) | | | | | 259,657 | 5,650,136 | | | | | 8/1/2022(8) | | | | | | | 787,150 | 17,128,384 | | | 8/1/2023(9) | | | | | 274,870 | 5,981,171 | | | | | 8/1/2023(10) | | | | | | | 691,989 | 15,057,681 | | David Wyshner | 10/1/2021(5) | | | | | 97,333 | 2,117,966 | | | | | 12/16/2021(3) | | | | | 45,085 | 981,050 | | | | | 12/16/2021(4) | | | | | | | 57,970 | 1,261,427 | | | 12/16/2021 | 122,295 | 122,295 | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(7) | | | | | 98,917 | 2,152,434 | | | | | 8/1/2022(8) | | | | | | | 299,869 | 6,525,149 | | | 8/1/2023(9) | | | | | 104,713 | 2,278,555 | | | | | 8/1/2023(10) | | | | | | | 263,617 | 5,736,306 | | Elly Keinan | 12/16/2021(3) | | | | | 85,661 | 1,863,983 | | | | | 12/16/2021(4) | | | | | | | 110,142 | 2,396,690 | | | 12/16/2021 | 232,360 | 232,360 | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(7) | | | | | 187,942 | 4,089,618 | | | | | 8/1/2022(8) | | | | | | | 569,748 | 12,397,716 | | | 8/1/2023(9) | | | | | 198,953 | 4,329,217 | | | | | 8/1/2023(10) | | | | | | | 500,868 | 10,898,888 | | Edward Sebold | 6/8/2020(6) | | | | | 1,464 | 31,857 | | | | | 12/16/2021(3) | | | | | 16,907 | 367,896 | | | | | 12/16/2021(4) | | | | | | | 21,739 | 473,041 | | | 12/16/2021 | 45,860 | 45,861 | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(7) | | | | | 37,095 | 807,187 | | | | | 8/1/2022(8) | | | | | | | 112,452 | 2,446,956 | | | 8/1/2023(9) | | | | | 39,268 | 854,472 | | | | | 8/1/2023(10) | | | | | | | 98,859 | 2,151,172 | | Maryjo Charbonnier | 12/16/2021(3) | | | | | 11,272 | 245,279 | | | | | 12/16/2021(4) | | | | | | | 14,493 | 315,368 | | | 12/16/2021 | 30,574 | 30,574 | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(7) | | | | | 24,730 | 538,125 | | | | | 8/1/2022(8) | | | | | | | 74,969 | 1,631,325 | | | 8/1/2023(9) | | | | | 26,179 | 569,655 | | | | | 8/1/2023(10) | | | | | | | 65,907 | 1,434,136 |

  138. Outstanding Equity Awards as of March 31, 2024

    | (1) Stock options vest in four equal annual installments beginning on the anniversary of the grant date. |

  139. Outstanding Equity Awards as of March 31, 2024

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  140. Outstanding Equity Awards as of March 31, 2024

    | (2) For information on vesting upon specified termination events or a change in control, see “Potential Payments upon Termination or Change in Control.” |

  141. Outstanding Equity Awards as of March 31, 2024

    | (3) These RSUs vest in two equal annual installments on December 16, 2024 and December 16, 2025. |

  142. Outstanding Equity Awards as of March 31, 2024

    | (4) The PSU awards granted on December 16, 2021 will vest, if at all, based on the increase in the Company’s share price from an “Initial Share Price” of $19.338 over the three-year performance period beginning on December 16, 2021 and ending on December 15, 2024 (the “Performance Period”). The actual number of PSUs that vest is based on the highest multiple of the Initial Share Price set out in the tiers below, with the achievement of the multiple based on a 90 consecutive calendar-day average closing share price during the Performance Period, which reflects the CHC Committee’s original intent at grant (and not based on the highest multiple of the Initial Share Price being maintained for at least 90 consecutive calendar days during the Performance Period, as previously disclosed due to an administrative error). The original accounting valuation reflected payout based on the highest 90-day average price during the performance period, as intended by the CHC Committee. |

  143. Outstanding Equity Awards as of March 31, 2024

    | We have reflected the threshold (Tier 1) number of shares for each of the NEOs because our performance as of March 31, 2024 was below threshold. The actual number of shares that will be distributed with respect to these PSU awards is not yet determinable. |

  144. Outstanding Equity Awards as of March 31, 2024

    | | Multiple of Initial Share Price | Performance Vesting Level | | Tier 1 | 1.25x | 50% | | Tier 2 | 1.50x | 100% | | Tier 3 | 1.75x | 150% | | Tier 4 | 2.00x | 200% |

  145. Outstanding Equity Awards as of March 31, 2024

    | (5) Of these previously disclosed sign-on retention restricted stock units (“RRSUs”), all outstanding RRSUs will vest on October 1, 2024. |

  146. Outstanding Equity Awards as of March 31, 2024

    | (6) These RSUs vested in full on June 8, 2024. |

  147. Outstanding Equity Awards as of March 31, 2024

    | (7) These RSUs vest in three equal installments on August 1, 2024, August 1, 2025 and August 1, 2026. |

  148. Outstanding Equity Awards as of March 31, 2024

    | (8) 50% of the PSU awards granted on August 1, 2022 will vest, if at all, based on the Company’s achievement of the Adjusted Operating Cash Flow metric, 25% of such PSU awards will vest, if at all, based on the Company’s achievement of the Total Signings metric and 25% of such PSU awards will vest, if at all, based on the Company’s achievement of the Relative TSR metric. The number of shares reflected for each of the NEOs represents the maximum number of shares that would vest based on Adjusted Operating Cash Flow and Relative TSR metrics (because our performance as of March 31, 2024 was between target and maximum performance with respect to these performance metrics) and the threshold number of shares that would vest based on Total Signings (because our performance as of March 31, 2024 was below threshold performance with respect to the this performance metric). The actual number of shares that will be distributed with respect to these PSU awards is not yet determinable. These PSU awards vest in proportion to actual performance over the three-year performance period ending on March 31, 2025. |

  149. Outstanding Equity Awards as of March 31, 2024

    | (9) These RSUs vest in four equal annual installments beginning on the anniversary of the grant date. |

  150. Outstanding Equity Awards as of March 31, 2024

    | (10) 50% of the PSU awards granted on August 1, 2023 will vest, if at all, based on the Company’s achievement of the Adjusted Operating Cash Flow metric, 25% of such PSU awards will vest, if at all, based on the Company’s achievement of the Total Signings metric and 25% of such PSU awards will vest, if at all, based on the Company’s achievement of the Relative TSR metric. The number of shares reflected for each of the NEOs represents the maximum number of shares that would vest based on Adjusted Operating Cash Flow and Relative TSR metrics (because our performance as of March 31, 2024 was between target and maximum performance with respect to the these performance metrics) and the target number of shares that would vest based on Total Signings (because our performance as of March 31, 2024 was between threshold and target performance with respect to this performance metric). The actual number of shares that will be distributed with respect to the fiscal 2024 PSU awards is not yet determinable. The fiscal 2024 PSU awards vest in proportion to actual performance over the three-year performance period ending on March 31, 2026. See the description of the fiscal 2024 PSU awards in “Compensation Discussion and Analysis—Elements of Compensation and Compensation Decisions—Long-Term Equity Incentives.” |

  151. Outstanding Equity Awards as of March 31, 2024

    | (11) The market value is based on the closing price on the NYSE of our common stock on March 28, 2024, the last trading day of fiscal 2024 ($21.76), multiplied by the relevant number of shares. |

  152. Outstanding Equity Awards as of March 31, 2024

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  153. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table provides information regarding RSUs that vested during fiscal 2024 for our NEOs. Our NEOs did not exercise any options during fiscal 2024.

  154. Option Exercises and Stock Vested in Fiscal 2024

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Martin Schroeter(3) | 273,105 | 4,180,836 | | David Wyshner | 107,751 | 1,648,562 | | Elly Keinan(3) | 172,855 | 2,647,609 | | Edward Sebold | 39,730 | 586,828 | | Maryjo Charbonnier | 46,583 | 667,671 |

  155. Option Exercises and Stock Vested in Fiscal 2024

    | (1) The shares acquired on vesting represent RSUs that vested as follows: |

  156. Option Exercises and Stock Vested in Fiscal 2024

    | As to Mr. Schroeter – 86,552 RSUs that vested on August 1, 2023, 127,380 RSUs that vested on November 3, 2023 and 59,173 RSUs that vested on December 16, 2023. |

  157. Option Exercises and Stock Vested in Fiscal 2024

    As to Mr. Wyshner – 32,972 RSUs that vested on August 1, 2023, 8,113 RSUs that vested on October 1, 2023, 44,124 RSUs that vested on November 3, 2023 and 22,542 RSUs that vested on December 16, 2023. As to Mr. Keinan – 62,647 RSUs that vested on August 1, 2023, 67,378 RSUs that vested on November 3, 2023 and 42,830 RSUs that vested on December 16, 2023. As to Mr. Sebold – 4,936 RSUs that vested on June 3, 2023, 1,334 RSUs that vested on June 7, 2023, 1,450 RSUs that vested on June 8, 2023, 12,364 RSUs that vested on August 1, 2023, 11,192 RSUs that vested on November 3, 2023 and 8,454 RSUs that vested on December 16, 2023. As to Ms. Charbonnier – 8,243 RSUs that vested on August 1, 2023, 22,012 RSUs that vested on August 2, 2023, 10,692 RSUs that vested on November 3, 2023, and 5,636 RSUs that vested on December 16, 2023.

  158. Option Exercises and Stock Vested in Fiscal 2024

    | (2) The value realized on vesting is based on the average high and low of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the average high and low of our stock price on the last trading day prior to the vesting date. |

  159. Option Exercises and Stock Vested in Fiscal 2024

    | (3) This table does not include Kyndryl RSUs that vested during fiscal 2024 and that relate to equity awards granted to Messrs. Schroeter and Keinan prior to their respective retirements from IBM which, upon their respective retirements, remained outstanding and subject to vesting as if they had been employed by IBM on each applicable vesting date. |

  160. Pension Benefits in Fiscal 2024

    Pension Benefits in Fiscal 2024 During fiscal 2024, no NEOs participated in either a tax-qualified or non-qualified defined benefit plan sponsored by the Company.

  161. Pension Benefits in Fiscal 2024

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  162. Non-Qualified Deferred Compensation for Fiscal 2024

    Non-Qualified Deferred Compensation for Fiscal 2024 The following table provides information regarding contributions, earnings and balances for our NEOs under the Kyndryl Excess Plan, as well as under the IBM Excess 401(k) Plus Plan, in which they participated in fiscal 2021 and maintain balances, but to which they may not make further contributions. Under each of the plans, deferred account balances are fully vested at all times. In addition, neither plan provides any opportunity for above-market or preferential earnings, nor does either plan provide any minimum internal rate of return. Additionally, the Kyndryl Excess Plan and the IBM Excess 401(k) Plus Plan do not permit “hardship” withdrawals. The Kyndryl Excess Plan and the IBM Excess 401(k) Plus Plan are not funded, and plan participants have only an unsecured contractual commitment by the applicable company to pay amounts owed under each plan. Each of these plans is further described below.

  163. Non-Qualified Deferred Compensation for Fiscal 2024

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Martin Schroeter(5) Kyndryl Excess Plan IBM Excess 401 (k) Plus Plan | | | | | | | — | 163,200 | 39,377 | 280,836 | | | — | — | 426 | 8,105 | | David Wyshner Kyndryl Excess Plan IBM Excess 401 (k) Plus Plan | | | | | | | — | — | — | — | | | — | — | — | — | | Elly Keinan(5) Kyndryl Excess Plan IBM Excess 401 (k) Plus Plan | | | | | | | — | 125,100 | 29,789 | 213,572 | | | — | — | 224 | 2,366 | | Edward Sebold Kyndryl Excess Plan IBM Excess 401 (k) Plus Plan | | | | | | | 1,085,287 | 71,200 | 154,546 | 1,793,778 | | | — | — | 261,595 | 1,875,980 | | Maryjo Charbonnier Kyndryl Excess Plan IBM Excess 401 (k) Plus Plan | | | | | | | — | 64,275 | 2,064 | 133,617 | | | — | — | — | — |

  164. Non-Qualified Deferred Compensation for Fiscal 2024

    | (1) The amounts in this column are reported as compensation for fiscal 2024 in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. |

  165. Non-Qualified Deferred Compensation for Fiscal 2024

    | (2) Represents the amount of the automatic contribution made by us in accordance with the Kyndryl Excess Plan. The amounts in this column are reported as compensation for fiscal 2024 in the “All Other Compensation” column of the Summary Compensation Table. |

  166. Non-Qualified Deferred Compensation for Fiscal 2024

    | (3) Amounts in this column are not reported as compensation for fiscal 2024 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. |

  167. Non-Qualified Deferred Compensation for Fiscal 2024

    | (4) Amounts in this column include the following aggregate amounts for each of the following NEOs reported as compensation to such NEOs for previous periods in the “Base Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns of the Summary Compensation Table: Mr. Schroeter, $163,200 in fiscal 2024, $82,003 in previous periods; Mr. Keinan, $125,100 in fiscal 2024, $57,315 in previous periods; Mr. Sebold, $1,156,487 in fiscal 2024, $871,923 in previous periods; Ms. Charbonnier, $64,275 in fiscal 2024, $57,396 in previous periods. |

  168. Non-Qualified Deferred Compensation for Fiscal 2024

    | (5) This table does not include Kyndryl RSUs that relate to equity awards granted to Messrs. Schroeter and Keinan prior to their respective retirements from IBM and which, upon their respective retirements, remained outstanding and subject to vesting as if they had been employed by IBM on each applicable vesting date. |

  169. Non-Qualified Deferred Compensation for Fiscal 2024

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  170. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and contractual agreements to which the NEOs would have been entitled if a termination of employment or change in control occurred on the last business day of fiscal 2024. The only agreements, arrangements or plans that entitle the NEOs to severance, perquisites or other enhanced benefits upon termination of their employment or a change in control are:

  171. Potential Payments upon Termination or Change in Control

    | • | the Severance Plan; and |

  172. Potential Payments upon Termination or Change in Control

    | • | the terms of the NEOs’ equity awards. |

  173. Potential Payments upon Termination or Change in Control

    The amounts shown in the table do not include:

  174. Potential Payments upon Termination or Change in Control

    | • | payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs; and |

  175. Potential Payments upon Termination or Change in Control

    | • | distributions of previously vested plan balances under the Kyndryl 401(k) Plan, the Kyndryl Excess Plan and the IBM Excess Plan (see “–Non-Qualified Deferred Compensation for Fiscal 2024” above for information about the Kyndryl Excess Plan and the IBM Excess Plan). |

  176. Potential Payments upon Termination or Change in Control

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  177. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    Potential Payments to NEOs upon Termination of Employment or Change in Control Table

  178. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | Name | Covered Termination ($) | Covered Termination following a Change in Control ($) | Qualifying Retirement ($) | Disability ($) | Death ($) | | Martin Schroeter | | | | | | | Cash Severance Payment(1) | 5,683,442 | 8,800,000 | — | — | — | | Acceleration of Equity Awards(2) | — | 47,809,380 | 14,206,538 | 47,809,380 | 47,809,380 | | Value of Continuing Benefits(3) | 40,951 | 40,951 | — | — | — | | Value of Continuing Financial Advisory Services(4) | 7,500 | 7,500 | — | — | — | | Outplacement Benefit(5) | 4,275 | 4,275 | — | — | — | | Total | 5,736,168 | 56,662,106 | 14,206,538 | 47,809,380 | 47,809,380 | | David Wyshner | | | | | | | Cash Severance Payment(1) | 2,885,468 | 3,815,625 | — | — | — | | Acceleration of Equity Awards(2) | — | 20,331,164 | — | 20,331,164 | 20,331,164 | | Value of Continuing Benefits(3) | 47,312 | 47,312 | — | — | — | | Value of Continuing Financial Advisory Services(4) | 7,500 | 7,500 | — | — | — | | Outplacement Benefit(5) | 4,275 | 4,275 | — | — | — | | Total | 2,944,555 | 24,205,876 | — | 20,331,164 | 20,331,164 | | Elly Keinan | | | | | | | Cash Severance Payment(1) | 3,910,033 | 5,395,000 | — | — | — | | Acceleration of Equity Awards(2) | — | 34,604,892 | 10,282,819 | 34,604,892 | 34,604,892 | | Value of Continuing Benefits(3) | 30,201 | 30,201 | — | — | — | | Value of Continuing Financial Advisory Services(4) | 6,750 | 6,750 | — | — | — | | Outplacement Benefit(5) | 4,275 | 4,275 | — | — | — | | Total | 3,951,259 | 40,041,118 | 10,282,819 | 34,604,892 | 34,604,892 | | Edward Sebold | | | | | | | Cash Severance Payment(1) | 2,450,717 | 3,237,500 | — | — | — | | Acceleration of Equity Awards(2) | — | 6,861,889 | 2,029,555 | 6,861,889 | 6,861,889 | | Value of Continuing Benefits(3) | 40,951 | 40,951 | — | — | — | | Value of Continuing Financial Advisory Services(4) | 7,500 | 7,500 | — | — | — | | Outplacement Benefit(5) | 4,275 | 4,275 | — | — | — | | Total | 2,503,443 | 10,152,115 | 2,029,555 | 6,861,889 | 6,861,889 | | Maryjo Charbonnier | | | | | | | Cash Severance Payment(1) | 2,273,628 | 3,006,250 | — | — | — | | Acceleration of Equity Awards(2) | — | 4,553,416 | — | 4,553,416 | 4,553,416 | | Value of Continuing Benefits(3) | 31,542 | 31,542 | — | — | — | | Value of Continuing Financial Advisory Services(4) | — | — | — | — | — | | Outplacement Benefit(5) | 4,275 | 4,275 | — | — | — | | Total | 2,309,445 | 7,595,483 | — | 4,553,416 | 4,553,416 |

  179. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | (1) Cash Severance Payments: |

  180. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | Under the Severance Plan, as described more fully below, each NEO is entitled to cash severance in the event of a termination without Cause or, solely following a Change in Control, with Good Reason, subject to certain conditions; |

  181. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | The amounts of the cash severance payments included in the table assume that there is no notice period prior to the termination without Cause; and |

  182. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | The cash severance payments included in the table assume there would be no cutback of payments to avoid subjecting the NEOs to an excise tax under Section 280G of the Code. |

  183. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | (2) Acceleration of Equity Awards: |

  184. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | The values set forth in the rows titled “Acceleration of Equity Awards” are presented as the sum of the values as of the last business day of fiscal 2024 of the additional benefit from the acceleration of vesting, if any, of RSUs, stock options and PSUs that would have occurred as a result of termination under the different circumstances presented. |

  185. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  186. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | The value of accelerated stock options, for purposes of this table, was determined by subtracting the exercise price of the original stock option from the closing stock price on the NYSE of $21.76 as of March 28, 2024, the last trading day of fiscal 2024, and multiplying the result, if a positive number (in-the-money), by the number of option shares that would vest as a result of termination. Because the stock options held by the NEOs were in-the-money as of March 31, 2024, amounts relating to such options are included in the table. |

  187. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | With respect to Messrs. Schroeter, Keinan and Sebold, a termination without cause would constitute a “qualifying LTPP retirement” as described under “—Treatment of Outstanding Equity Awards in the Event of Certain Qualifying Terminations” below. |

  188. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | (3) Value of Continuing Benefits: |

  189. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | Reflects the cost of providing continued group health coverage (on the same basis as actively employed employees of the Company) for a period of 18 months, assuming fiscal 2024 rates; and |

  190. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | • | The amounts included in the table assume that there is no notice period prior to the termination without Cause. |

  191. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | (4) Reflects the estimated cost of providing continued financial advisory services for a period of six months, assuming fiscal 2024 rates. Ms. Charbonnier did not participate in the financial advisory services program and therefore, would not receive a continuing benefit. |

  192. Potential Payments to NEOs upon Termination of Employment or Change in Control Table

    | (5) Reflects the estimated cost of six months of outplacement services. |

  193. Treatment of Outstanding Equity Awards in the Event of a Change in Control

    Treatment of Outstanding Equity Awards in the Event of a Change in Control In the event of a change in control (as defined in the LTPP):

  194. Treatment of Outstanding Equity Awards in the Event of a Change in Control

    | • | if the acquirer or successor company in such change in control has agreed to provide for the substitution, assumption, exchange or other continuation of awards granted pursuant to the LTPP, then, if the participant’s employment with or service to the Company or an affiliate is terminated by the Company or affiliate without cause (and other than due to death or disability) on or within 24 months following a change in control, unless otherwise provided by the CHC Committee, all options and stock appreciation rights held by such participant will become immediately exercisable with respect to 100% of the shares subject to such options and stock appreciation rights, and the restricted period (and any other conditions) will expire immediately with respect to 100% of the shares of restricted stock and restricted stock units and any other awards (other than other cash-based awards) held by such participant (including a waiver of any applicable performance conditions); provided that if the vesting or exercisability of any award would otherwise be subject to the achievement of performance conditions, the portion of such award that will become fully vested and immediately exercisable will be based on the assumed achievement of actual or target performance as determined by the CHC Committee; |

  195. Treatment of Outstanding Equity Awards in the Event of a Change in Control

    | • | if the acquirer or successor company in such change in control has not agreed to provide for the substitution, assumption, exchange or other continuation of awards granted pursuant to the LTPP, then unless otherwise provided by the CHC Committee, all stock options and stock appreciation rights held by such participant will become immediately exercisable with respect to 100% of the shares subject to such stock options and stock appreciation rights, and the restricted period (and any other conditions) will expire immediately with respect to 100% of the shares of restricted stock and restricted stock units and any other awards (other than cash-based awards) held by such participant (including a waiver of any applicable performance conditions); provided that if the vesting or exercisability of any award would otherwise be subject to the achievement of performance conditions, the portion of such award that will become fully vested and immediately exercisable will be based on the assumed achievement of actual or target performance as determined by the CHC Committee; and |

  196. Treatment of Outstanding Equity Awards in the Event of a Change in Control

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  197. Treatment of Outstanding Equity Awards in the Event of a Change in Control

    | • | the CHC Committee may, upon at least 10 days’ advance notice to the affected participants, cancel any outstanding award and pay to the holders thereof, in cash, securities or other property (including of the acquiring or successor company), or any combination thereof, the value of such awards based upon the price per share of common stock received or to be received by other stockholders of the Company in the event (it being understood that any stock option or stock appreciation right having a per-share exercise or hurdle price equal to, or in excess of, the fair market value (as of the date specified by the CHC Committee) of a share of common stock subject thereto may be canceled and terminated without any payment or consideration therefor). |

  198. Treatment of Outstanding Equity Awards in the Event of a Change in Control

    Notwithstanding the above, the CHC Committee will exercise such discretion over the timing of settlement of any award subject to Code Section 409A at the time such award is granted. To the extent practicable, these provisions will occur in a manner and at a time that allows affected participants the ability to participate in the change in control transaction with respect to the shares of common stock subject to their awards.

  199. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K (“Item 402(u)”), the Company is providing the following reasonable estimate of the ratio of the median of the annual total compensation of all of our employees (except Martin Schroeter, our Chief Executive Officer) to the annual total compensation of Mr. Schroeter, calculated in a manner consistent with Item 402(u). For fiscal 2024, our last completed fiscal year:

  200. CEO Pay Ratio

    | • | The median of the annual total compensation of all of our employees, excluding our CEO, was $44,611. |

  201. CEO Pay Ratio

    | • | The annual total compensation of our CEO was $15,661,281. |

  202. CEO Pay Ratio

    | • | Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees except our CEO was 351:1. |

  203. CEO Pay Ratio

    We determined that, as of January 1, 2024, our employee population consisted of approximately 80,000 individuals. Approximately 90% of our employees work outside the U.S., with workforce hubs in India, Poland, Brazil, Japan, Czechia and Hungary. SEC rules permit the identification of our median employee once every three years provided there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. Accordingly, we have calculated our disclosure based on the median employee identified as of January 1, 2023. For details on our process for identifying the median employee, please see “CEO Pay Ratio” in our annual Proxy Statement filed with the SEC on June 14, 2023.

  204. CEO Pay Ratio

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  205. Pay vs. Performance

    Pay vs. Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid (“CAP”) to our NEOs (calculated as provided in Item 402(v) of Regulation S-K) and company performance based on certain financial performance measures selected by the SEC and the Company. For further information concerning the CHC Committee’s compensation philosophy, including the pay for performance pillar of that philosophy and how the CHC Committee aligns executive compensation with the Company’s performance, see “Executive Compensation—Compensation Discussion and Analysis.”

  206. Pay vs. Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary compensation table total for PEO ($) | Compensation actually paid to PEO ($)(1) | Average summary compensation table total for non-PEO named executive officers ($) | Average compensation actually paid to non-PEO named executive officers ($)(1)(3) | Total shareholder return(2) | Peer group total shareholder return(3) | Net Income ($ mil.)(4) | Adjusted EBITDA ($ mil.)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 15,661,281 | 31,636,300 | 6,119,176 | 11,069,154 | 82 | 116 | (340) | 2,361 | | 2023 | 13,655,346 | 19,183,372 | 5,348,618 | 6,928,885 | 56 | 87 | (1,374) | 2,202 | | Trans | 774,244 | (6,991,872) | 445,052 | (2,150,363) | 50 | 89 | (229) | 536 | | 2021 | 26,377,162 | 23,074,107 | 10,881,003 | 8,995,352 | 69 | 96 | (2,304) | 2,049 |

  207. Pay vs. Performance

    | (1) To calculate the CAP to Martin Schroeter, our PEO, and the average CAP to our non-PEO NEOs during fiscal 2024 (David Wyshner, Elly Keinan, Edward Sebold and Maryjo Charbonnier), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |

  208. Pay vs. Performance

    | | SCT Total ($)(a) | Deductions: Stock Award and Option Award Amounts Presented in SCT ($)(b) | Additions: Value of Stock and Option Awards calculated in accordance with SEC methodology for determining CAP ($)(c) | CAP ($) | | PEO | 15,661,281 | 10,500,025 | 26,475,044 | 31,636,300 | | Non-PEO NEOs | 6,119,176 | 3,525,033 | 8,475,010 | 11,069,154 |

  209. Pay vs. Performance

    | (a) Reflects the total dollar amount reported in the SCT for the PEO and the average dollar amount reported in the SCT for the non-PEO NEOs. |

  210. Pay vs. Performance

    | (b) Pursuant to Item 402(v)(2)(iii)(C)(1), this deduction reflects the subtraction of the grant date fair values of equity awards granted in the fiscal year, as reported in the SCT. The following amounts reflect the total dollar amount reported in the “Stock Awards” column in the SCT for the PEO and the average dollar amount reported in the SCT for the non-PEO NEOs: |

  211. Pay vs. Performance

    | | Stock Awards ($) | Option Awards ($) | Total Deductions ($) | | PEO | 10,500,025 | — | 10,500,025 | | Non-PEO NEOs | 3,525,033 | — | 3,525,033 |

  212. Pay vs. Performance

    | (c) Pursuant to Item 402(v)(2)(iii)(C), the equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the fiscal 2024 year-end fair value of any equity awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) the amount of change as of the end of the fiscal 2024 (from the end of the prior fiscal year) in fair value of any awards granted in prior fiscal years or periods that are outstanding and unvested as of the end of the fiscal 2024; (iii) for awards that are granted and vest in same |

  213. Pay vs. Performance

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  214. Pay vs. Performance

    applicable fiscal year, if any, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years or periods that vested during fiscal 2024, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the fiscal 2024, if any, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in fiscal 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable fiscal year or period. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  215. Pay vs. Performance

    | | Fair Value of Current Year Equity Awards at Fiscal 2024 Year End ($) | Change in Value of Prior Years’ Awards Unvested at Fiscal 2024 Year End ($) | Vesting Date Fair Value of Current Year Equity Awards ($) | Change in Fair Value of Prior Years’ Awards that Vested during Fiscal 2024 ($) | Prior Year- End Fair Value of Prior Year Awards that Failed to Vest During Fiscal 2024 ($) | Dollar Value of Dividends Paid During Fiscal 2024 ($) | Equity Value Included in CAP ($) | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | Value = (i) + (ii) + (iii) + (iv) - (v) + (vi) | | PEO | 18,389,675 | 7,667,032 | — | 418,337 | — | — | 26,475,044 | | Non-PEO NEOs | 5,735,851 | 2,612,102 | — | 127,057 | — | — | 8,475,010 |

  216. Pay vs. Performance

    | (2) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends (if any) for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period is November 4, 2021, the date our stock commenced regular-way trading on the NYSE. |

  217. Pay vs. Performance

    | (3) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 400 IT Sector GICS Level 1 Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K, included in our Fiscal 2024 Form 10-K. |

  218. Pay vs. Performance

    | (4) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable fiscal year or period. |

  219. Pay vs. Performance

    | (5) Adjusted EBITDA is defined in “Executive Compensation—Compensation Discussion and Analysis—Annual Cash Bonus.” |

  220. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information regarding the beneficial ownership of shares of our common stock as of May 28, 2024, by each of our directors and named executive officers and all of our directors and executive officers as a group.

  221. DIRECTORS AND EXECUTIVE OFFICERS

    | | Number of Shares or Units Beneficially Owned as of May 28, 2024(1) | | | | Name | Shares of Common Stock Owned Directly and Indirectly(2) | Options Exercisable and Restricted Stock Units Vesting Within 60 Days of May 28, 2024(3) | Total Beneficial Ownership(4) | | Martin Schroeter | 630,806 | 321,023 | 951,829 | | David Wyshner | 168,704 | 122,295 | 290,999 | | Elly Keinan | 256,632 | 232,360 | 488,992 | | Edward Sebold | 47,792 | 47,324 | 95,116 | | Maryjo Charbonnier | 42,281 | 30,574 | 72,855 | | Dominic J. Caruso | 30,389 | 15,614 | 46,003 | | John D. Harris II | 30,445 | 15,614 | 46,059 | | Stephen A.M. Hester | 34,311 | 15,614 | 49,925 | | Shirley Ann Jackson | 37,115 | 15,614 | 52,729 | | Janina Kugel | 24,311 | 15,614 | 39,925 | | Denis Machuel | 31,616 | 15,614 | 47,230 | | Rahul N. Merchant | 30,389 | 15,614 | 46,003 | | Jana Schreuder | 30,389 | 15,614 | 46,003 | | Howard I. Ungerleider | 50,389 | 15,614 | 66,003 | | All directors and executive officers as a group (15 individuals) | 1,483,114 | 919,086 | 2,402,200 |

  222. DIRECTORS AND EXECUTIVE OFFICERS

    | (1) Each individual and member of the group has sole investment power with respect to the shares owned except as described below. As of May 28, 2024, (i) no director or executive officer beneficially owned 1% or more of the outstanding common stock of the Company, (ii) the directors and executive officers as a group beneficially owned approximately 1% of the outstanding common stock of the Company (including common stock they can acquire within 60 days), and (iii) 58,978 shares were held jointly by Mr. Wyshner and his spouse. |

  223. DIRECTORS AND EXECUTIVE OFFICERS

    | (2) Included are shares of common stock owned outright. |

  224. DIRECTORS AND EXECUTIVE OFFICERS

    | (3) The number of shares shown in this column are not currently outstanding but are deemed beneficially owned because the individual has the right to acquire them pursuant to options exercisable or restricted stock units settling within 60 days of May 28, 2024 as follows: Mr. Schroeter – 321,023 options exercisable; Mr. Wyshner – 122,295 options exercisable; Mr. Keinan – 232,360 options exercisable; Mr. Sebold – 1,464 RSUs vesting within 60 days of May 28, 2024 and 45,860 options exercisable; Ms. Charbonnier – 30,574 options exercisable; each of Messrs. Caruso, Harris, Hester, Machuel, Merchant and Ungerleider, Dr. Jackson and Mses. Kugel and Schreuder – 15,614 RSUs vesting on July 25, 2024; All directors and executive officers as a group – 144,044 RSUs vesting within 60 days of May 28, 2024 and 775,042 options exercisable. |

  225. DIRECTORS AND EXECUTIVE OFFICERS

    | (4) These amounts are the sum of the number of shares shown in the prior columns. |

  226. DIRECTORS AND EXECUTIVE OFFICERS

    | PROXY SUMMARY | CORPORATE GOVERNANCE & BOARD MATTERS | 2024 EXECUTIVE COMPENSATION | AUDIT MATTERS | STOCK OWNERSHIP INFORMATION | FREQUENTLY ASKED QUESTIONS |

  227. solicit proxies in support of director nominees other than the Company’s

    solicit proxies in support of director nominees other than the Company’s