DEF 14A of Kyndryl Holdings, Inc., Jun 16, 2026

DEF 14A of Kyndryl Holdings, Inc.

Filed Jun 16, 2026 · FY20260001140361-26-025446

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. Beginning at the 2025 Annual Meeting, our directors up for election were elected to serve for a one-year term. At our 2026 Annual Meeting, there are six director nominees up for election, each to serve a one-year term. The terms of the other directors continuing in office will expire at the 2027 Annual Meeting, when all directors on the Board will be on the slate to serve a one-year term. At this time, our Board will no longer be divided into separate classes. In all cases, each director holds office until his or her successor has been duly elected and qualified.

  3. Nominees for Election at the 2026 Annual Meeting

    Nominees for Election at the 2026 Annual Meeting Upon the recommendation of the Nominating and Governance Committee, the Board has nominated the following individuals, previously classified as Class I and Class II, for election to a one-year term:

  4. Nominees for Election at the 2026 Annual Meeting

    | | John D. Harris II | | Rahul N. Merchant | | | Janina Kugel | | Jana Schreuder | | | Denis Machuel | | Howard I. Ungerleider |

  5. Nominees for Election at the 2026 Annual Meeting

    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 John D. Harris II, Janina Kugel, Denis Machuel, Rahul N. Merchant, Jana Schreuder and Howard I. Ungerleider. If any of these nominees ceases to be a candidate for election by the time of the 2026 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.

  6. Nominees for Election at the 2026 Annual Meeting

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

  7. Director Nominees Standing for Election

    Director Nominees Standing for Election

  8. Director Nominees Standing for Election

    | | JOHN D. HARRIS II | | | 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 AGE: 65 INDEPENDENT DIRECTOR: Since 2021 |

  9. Director Nominees Standing for Election

    | 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 a 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 ExxonMobil Corporation |

  10. Director Nominees Standing for Election

    | Relevant Experience | | John Harris brings to the Board extensive leadership experience in global technology, supply chain, and government relations. In addition, his varied roles throughout his career in cybersecurity solutions, intelligence services, and large-scale operational management provide the Board with a valuable and unique perspective. Mr. Harris served as chief executive officer of Raytheon International Inc. from 2013 until 2020, where he led significant business transformations. During his tenure, Mr. Harris also served as vice president of business development for Raytheon Company, 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 ExxonMobil Corporation. |

  11. Director Nominees Standing for Election

    | | JANINA KUGEL | | | FORMER CHIEF HUMAN RESOURCES OFFICER, SIEMENS AG, a diversified manufacturing and technology company | | | COMMITTEE: Compensation and Human Capital AGE: 56 INDEPENDENT DIRECTOR: Since 2021 |

  12. Director Nominees Standing for Election

    | 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 |

  13. Director Nominees Standing for Election

    | Relevant Experience | | Janina Kugel brings to the Board extensive experience in global human resources through various senior leadership roles, including her tenure as chief human resources officer at multiple international companies. In addition, her organizational transformation expertise is an important perspective for the Board. 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 a director of TUI AG and 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. Ms. Kugel is a senior advisor for Boston Consulting Group, Inc. and previously served as senior advisor to EQT, AB Group. Ms. Kugel is also a member of the Board of Trustees of Deutsche AIDS Stiftung (“German AIDS Foundation”). |

  14. Director Nominees Standing for Election

    | | DENIS MACHUEL | | | CHIEF EXECUTIVE OFFICER, The Adecco Group, a leading human resources and temporary staffing firm | | | COMMITTEE: Audit AGE: 62 INDEPENDENT DIRECTOR: Since 2021 |

  15. Director Nominees Standing for Election

    | 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 |

  16. Director Nominees Standing for Election

    | Relevant Experience | | Denis Machuel brings to the Board global leadership experience through his service as chief executive officer of multiple international companies across diverse industries. His background includes shaping digital business models and overseeing global workforce structures, which provides a valuable and well-informed perspective to the Board. Mr. Machuel has served as chief executive officer of The Adecco Group since 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. |

  17. Director Nominees Standing for Election

    | | RAHUL N. MERCHANT | | | FORMER HEAD OF CLIENT SERVICES AND TECHNOLOGY, AND MEMBER OF EXECUTIVE COMMITTEE, TIAA-CREF, a global asset management and retirement business | | | COMMITTEE: Audit AGE: 69 INDEPENDENT DIRECTOR: Since 2021 |

  18. Director Nominees Standing for Election

    | Qualifications, Attributes and Skills | | | • Global business experience as head of client services and technology and member of the executive committee 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 former director of Juniper Networks, Inc., Sun Microsystems, Inc., Fair Isaac Corporation and Level 3 Communications LLC |

  19. Director Nominees Standing for Election

    | Relevant Experience | | Rahul Merchant has vast experience in technology serving in chief information officer and chief technology officer roles throughout his career. His skills in developing and implementing IT strategy and digital transformations, along with managing large operations, gives the Board an insightful and well-rounded perspective. Mr. Merchant served as a senior executive vice president and member of the executive committee at TIAA from 2015 until his retirement in 2022. While at TIAA, Mr. Merchant led a variety of organizations including chief information officer, client services and digital transformation. Prior to serving 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 has served as the chair of the Audit Committee of a public company. Additionally, during the past five years, he served as a director of Juniper Networks, Inc. |

  20. Director Nominees Standing for Election

    | | JANA SCHREUDER | | | RETIRED EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER, NORTHERN TRUST CORPORATION, a financial services company | | | COMMITTEE: Compensation and Human Capital (Chair) AGE: 67 INDEPENDENT DIRECTOR: Since 2021 |

  21. Director Nominees Standing for Election

    | 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 • Affiliation with leading business association as a member of Women Corporate Directors | • Financial experience as former chief risk officer and head of corporate risk management and president of wealth management at Northern Trust Corporation • Outside board experience as a director of The Bank of N.T. Butterfield & Son Limited |

  22. Director Nominees Standing for Election

    | Relevant Experience | | Jana Schreuder brings to the Board significant risk management expertise through her roles as chief operating officer and chief risk officer at a major financial services institution. In addition, Ms. Schreuder’s technology leadership experience in her prior role as the president of operations and technology gives the Board an important technological and operational perspective. 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. |

  23. Director Nominees Standing for Election

    | | HOWARD I. UNGERLEIDER | | | RETIRED PRESIDENT AND CHIEF FINANCIAL OFFICER, DOW INC., a materials, polymer, chemicals and biological sciences enterprise | | | COMMITTEE: Compensation and Human Capital AGE: 57 INDEPENDENT DIRECTOR: Since 2021 |

  24. Director Nominees Standing for Election

    | 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 managing 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 the immediate past chair of the Business Leaders for Michigan business roundtable • Outside board experience as a director of Phillips 66, Air Products and Chemical, Inc. and American Airlines Group Inc. |

  25. Director Nominees Standing for Election

    | Relevant Experience | | Howard Ungerleider’s extensive financial acumen and leadership experience brings an important perspective to the Board. His vast strategic and transformation expertise, including managing the financial implications of a historic merger and spinoff, are key capabilities that make him a valuable member of the Board. Mr. Ungerleider served as a public company chief financial officer for a decade, beginning with The Dow Chemical Company from 2014 to 2015. He then became the chief financial officer of DowDuPont effective upon the merger of The Dow Chemical Company and E.I. du Pont de Nemours and Company, a role he held until 2019 when Dow Inc. separated from DowDuPont. Mr. Ungerleider then served as chief financial officer of Dow Inc. through 2023. He also served as president of Dow Inc. from 2019 through 2023, before retiring from the company in January 2024. 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 Phillips 66, Air Products and Chemical, Inc. and American Airlines Group Inc. He also serves on the Board of Directors of the Rollin M. Gerstacker Foundation and the Michigan Baseball Foundation. Mr. Ungerleider is the immediate past chair of the Business Leaders for Michigan business roundtable. |

  26. Directors Continuing in Office

    Directors Continuing in Office

  27. Directors Continuing in Office

    | | DOMINIC J. CARUSO | | | RETIRED EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, JOHNSON & JOHNSON, a global healthcare products company | | | COMMITTEE: Audit (Chair) AGE: 68 INDEPENDENT DIRECTOR: Since 2021 |

  28. Directors Continuing in Office

    | 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 lead independent director of McKesson Corporation |

  29. Directors Continuing in Office

    | Relevant Experience | | Dominic Caruso provides the Board with extensive global financial expertise gained through his career in various senior finance roles, including his more than decade long tenure as the chief financial officer of a Fortune 100 company. His insight into the healthcare industry furthers the value of his perspective in the boardroom. 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 the lead independent 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 of the Cystic Fibrosis Foundation. Mr. Caruso is trustee emeritus of the Children’s Hospital of Philadelphia. |

  30. Directors Continuing in Office

    | | STEPHEN A.M. HESTER | | | CHAIRMAN, EASYJET PLC, a leading international airline CHAIRMAN, NORDEA BANK ABP, a leading Nordic financial services group | | | COMMITTEE: Nominating and Governance (Chair) AGE: 65 LEAD INDEPENDENT DIRECTOR: Since 2021 |

  31. Directors Continuing in Office

    | 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 |

  32. Directors Continuing in Office

    | Relevant Experience | | Sir Stephen Hester’s extensive operational and financial leadership career, combined with his vast experience across many industries makes him a valuable member of the Board. In addition, the governance acumen gained through his tenure as chairman of multiple companies in different industries are key traits as the Board’s Lead Independent Director. 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. |

  33. Directors Continuing in Office

    | | SHIRLEY ANN JACKSON | | | PRESIDENT EMERITA, RENSSELAER POLYTECHNIC INSTITUTE, a leading science and technology university that brings technical innovation to the marketplace | | | COMMITTEE: Nominating and Governance AGE: 79 INDEPENDENT DIRECTOR: Since 2021 |

  34. Directors Continuing in Office

    | Qualifications, Attributes and Skills | | | • Leadership and technology, digital and/or cybersecurity experience as president emerita 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 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, former member of the United States Secretary of Energy Advisory Board and 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 • Former tenured institute 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 |

  35. Directors Continuing in Office

    | Relevant Experience | | Dr. Jackson is an integral part of the Board based in part on her science and technology expertise gained through a long career as a theoretical physicist, professor, and more than two-decade presidency at one of the premier research universities in the United States. In addition, her various senior government and regulatory leadership roles provide a key perspective in the boardroom. 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 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 and The Nature Conservancy Global Board Secretary. Dr. Jackson is a member of the Council on Foreign Relations, a life member Emerita of the MIT Corporation, and a lifetime trustee of the Brookings Institution. Dr. Jackson is also a Regent Emerita and former Vice-Chair of the Board of Regents of the Smithsonian Institution, and a past president of the American Association for the Advancement of Sciences. Additionally, during the past five years, she served as a director of FedEx Corporation and PSEG. |

  36. Directors Continuing in Office

    | | MARTIN SCHROETER | | | CHAIRMAN AND CHIEF EXECUTIVE OFFICER, KYNDRYL | | | CHAIRMAN: Since 2021 AGE: 61 |

  37. Directors Continuing in Office

    | 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, the Business Council, the Council on Foreign Relations, and U.S.-India CEO Forum |

  38. Directors Continuing in Office

    | Relevant Experience | | Martin Schroeter provides the Board with extensive global technology and commercial operations experience. He also contributes strong financial expertise built through various senior finance roles — including serving as the chief financial officer at an S&P 100 company — which enhances his leadership role as the Chairman of the Company’s Board of Directors. Mr. Schroeter was named the first chief executive officer of Kyndryl in 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, the Business Council, the Council on Foreign Relations, and U.S.-India CEO Forum. |

  39. 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 reflects 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.

  40. 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 2026 | | 13 | 8 | 3 |

  41. Committees of the Board

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

  42. 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 Investor Relations website, investors.kyndryl.com, under Corporate Responsibility: Governance: Governance Documents: Committee Charters.

  43. Committees of the Board

    | AUDIT COMMITTEE | | | | Members and Qualifications | | Key Responsibilities and Oversight Areas | | DOMINIC J. CARUSO — CHAIR | | The Committee is responsible for overseeing reports of our financial results, audit reporting, internal controls, adherence to our Code of Conduct 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 approach to earnings press releases and the type of financial information and earnings guidance 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 a 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. | |

  44. Committees of the Board

    | NOMINATING AND GOVERNANCE COMMITTEE | | | | Members and Qualifications | | Key Responsibilities and Oversight Areas | | 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 contributions, environmental matters and corporate responsibility matters; and • reviewing and considering stockholder proposals. | | | Sir Stephen 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. | | | JOHN D. HARRIS II | | | | | Mr. Harris has governance experience, including 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. | |

  45. Committees of the Board

    | COMPENSATION AND HUMAN CAPITAL COMMITTEE | | | | Members and Qualifications | | Key Responsibilities and Oversight Areas | | 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 employee engagement; • 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 employee engagement. | | | 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. | |

  46. Board Corporate Governance Guidelines

    | • | director compensation and stock ownership; |

  47. Director Compensation

    Director Compensation The director compensation program for fiscal 2026, 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 responsibility required by active board membership. Director compensation is reviewed by the Nominating and Governance Committee and the Board on an annual basis.

  48. Director Compensation

    | Fiscal 2026 Annual Compensation | | |

  49. Director Compensation

    | Fiscal 2026 Additional Annual Cash Retainers | | | Board Committee Chairmanship Audit $30,000 Compensation and Human Capital $22,500 Nominating and Governance $22,500 | Lead Independent Director $75,000 |

  50. 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 $240,000 and fully vests on the earlier of the anniversary of the grant date or 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 31, 2025, we granted each of our non-employee directors 6,296 RSUs that will vest in full on July 30, 2026, the date of the 2026 Annual Meeting, subject to the director’s continued service through such date. Our directors are subject to the Stock Ownership Guidelines described under “2026 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. As of March 31, 2026, all of our directors have met the guidelines. The table below sets forth information regarding the compensation of each of our non-employee directors for the fiscal year ended March 31, 2026.

  51. Director Compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Dominic J. Caruso | 155,000 | 240,004 | 395,004 | | John D. Harris II | 125,000 | 240,004 | 365,004 | | Stephen A.M. Hester | 222,500 | 240,004 | 462,504 | | Shirley Ann Jackson | 125,000 | 240,004 | 365,004 | | Janina Kugel | 125,000 | 240,004 | 365,004 | | Denis Machuel | 125,000 | 240,004 | 365,004 | | Rahul N. Merchant | 125,000 | 240,004 | 365,004 | | Jana Schreuder | 147,500 | 240,004 | 387,504 | | Howard I. Ungerleider | 125,000 | 240,004 | 365,004 |

  52. 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. |

  53. Director Compensation

    | (2) Represents the aggregate grant date fair value of RSUs granted during fiscal 2026 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 16 — “Stock-Based Compensation” to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (“Fiscal 2026 Form 10-K”). As of March 31, 2026, each of our non-employee directors had 6,296 RSUs outstanding, which will vest on July 30, 2026, subject to continued service through such date. |

  54. Director Compensation

    | 2026 Executive Compensation | |

  55. NEOs

    Fiscal 2026 Executive Officer Transitions Effective as of February 5, 2026, the Board appointed Mr. Chugh as Interim Chief Financial Officer of the Company and Mr. Ringes as Interim General Counsel of the Company. Concurrently with the appointments of Messrs. Chugh and Ringes, Mr. Wyshner departed from his position as Chief Financial Officer of the Company, and Mr. Sebold departed from his position as General Counsel and Secretary of the Company. With their departures from the Company, Messrs. Wyshner and Sebold were each entitled to receive separation-related payments and benefits in accordance with the existing Kyndryl Executive Severance Plan and Executive Retirement Policy (the “Severance Plan”), and entered into a separation agreement with the Company to memorialize the terms of the separation, as described below under “Potential Payments upon Termination or Change in Control.” As of February 5, 2026, Mr. Khurana stepped down from his position as Senior Vice President and Global Controller of the Company and assumed a different role at the Company. Further, as previously announced in January 2026, Ms. Charbonnier notified the Company of her intent to retire from her role as Chief Human Resources Officer, effective March 31, 2026. Ms. Charbonnier remains an employee and will serve as an Executive Advisor until August 31, 2026. These transitions impacted the fiscal 2026 compensation decisions discussed below in this Compensation Discussion and Analysis.

  56. How Our NEOs Are Paid

    | | | Payment Form | | Performance and/or Service Condition | Compensation Objective | | FIXED | Base Salary | Cash | | • NA | • Provide market-competitive, fixed level of compensation • Attract and retain high-performing talent | | VARIABLE | Annual Cash Bonus | Cash | | • CHC Committee annually evaluates a broad range of financial and non-financial metrics • Fiscal 2026 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 potential 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 (“PSUs”) | | • CHC Committee annually evaluates a broad range of financial and non-financial metrics • Vesting of awards granted during fiscal 2026 is tied to meeting a performance objective related to adjusted operating cash flow with a relative total shareholder return (“TSR”) modifier, over a three-year period | • Tie compensation to business performance • Attract and retain high-performing talent • Align NEOs’ interests with those of stockholders | | | | | of Long-Term Equity Incentive | | | | | | Equity Restricted Stock Units (“RSUs”) | | • 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 | | | | | of Long-Term Equity Incentive | | |

  57. Fiscal 2026 Developments

    Fiscal 2026 Developments We regularly review our compensation program to ensure that it continues to fit our stage of development as an independent company since the Company’s spin-off from our former parent company (“Spin-off”). During its annual review for fiscal 2026, the CHC Committee considered market data, Company performance and our business strategy. The CHC Committee’s principal objectives were to reinforce pay-for-performance, increase the emphasis on long-term value creation and retain the leadership team responsible for executing the Company’s multi-year growth strategy. Driving Value Creation with Fiscal 2026 Long-Term Equity Incentive Design Changes To support those objectives, the CHC Committee revised the PSU design for fiscal 2026. Under the revised design, potential PSU payout is based on our cumulative three-year adjusted operating cash flow, subject to a relative TSR modifier assessed against the companies in the S&P MidCap 400 Index, which can increase or decrease the ultimate payout. The CHC Committee also increased the maximum PSU payout opportunity from 150% to 180% of target, with the maximum payout requiring both strong adjusted operating cash flow performance and relative TSR at or above the 75th percentile. The CHC Committee believes the revised design strengthens long-term pay-for-performance alignment by sharpening the focus on a key strategic metric that is central to the Company’s growth strategy, margin expansion and cash generation and that the CHC Committee believes will have the most impact on driving long-term performance. The CHC Committee also believes the design is easier for investors to evaluate because it reduces the number of metrics and eliminates total signings, which the CHC Committee no longer views as the most useful long-term measure for this phase of the Company’s strategy. Retaining and Motivating Executive Officers and Fiscal 2026 Compensation At the beginning of fiscal 2026, and with input from its independent compensation consultant, the CHC Committee concluded that targeted compensation adjustments were appropriate to reflect the scale of performance achieved since the Spin-off, the scope of the leadership team’s responsibilities, and the competitive market for executive talent. The CHC Committee viewed those adjustments as necessary to retain the executives responsible for executing Kyndryl’s multi-year growth strategy, while continuing to deliver the vast majority of compensation in performance and equity-based forms. For Mr. Schroeter, the independent members of the Board, with input from the independent compensation consultant, increased his total target direct compensation to better reflect his responsibilities, his experience in the CEO role and leadership in advancing the Company’s strategic priorities, Kyndryl’s post-spin size and complexity, and competitive market positioning. The revised package remained heavily weighted toward at-risk compensation, with 94% of target pay being variable, and consisted of a $1,450,000 base salary, a target annual bonus of 225% of salary and a target long-term incentive award of $18 million, of which 65% is PSUs. In determining to increase Mr. Schroeter’s compensation for fiscal 2026, the independent members of the Board specifically took into consideration (1) the Company’s significant progress since the Spin-off through the beginning of fiscal 2026 in executing the Company’s strategy centered around building our capabilities, skills, partnerships and innovation to drive sustainable growth, as reflected in the Company’s financial progress through fiscal 2025 and (2) the vesting of PSUs that were awarded shortly after the Spin-off in order to motivate long-term value creation, ensure retention of high-performing talent and further align the interests of Kyndryl’s executives with those of Kyndryl’s stockholders following the Spin-off (“Launch PSUs”). In particular, the CHC Committee considered that the Launch PSUs, which had been previously considered as part of Mr. Schroeter’s ongoing compensation on an annualized basis, vested during the latter half of fiscal 2025, which resulted in below-market positioning of Mr. Schroeter’s target compensation at the start of fiscal 2026. The CHC Committee also approved limited one-time RSU awards for select senior executives for business continuity and leadership in key areas and growth opportunities, including Messrs. Chugh, Keinan and Khurana. These awards, which will cliff vest 100% on the third anniversary of the date of grant, were intended to provide retention value through a defined execution period and to support continuity in the senior leadership team; they were not part of the Company’s annual long-term incentive program. In connection with the appointments of Messrs. Chugh and Ringes in their roles as Interim Chief Financial Officer and Interim General Counsel, respectively, the CHC Committee approved one-time RSU awards that vest after six months from the date of grant, together with supplemental monthly cash bonus payments during the interim service period. The CHC Committee considered guidance from the independent compensation consultant regarding typical practices in similar situations and viewed this compensation as appropriate to recognize the added responsibilities and support continuity during the transition.

  58. 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 non-management 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.

  59. 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. The peer group is reviewed annually to ensure that the peer group continues 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:

  60. Use of Competitive Data

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

  61. Use of Competitive Data

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

  62. Use of Competitive Data

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

  63. Use of Competitive Data

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

  64. Use of Competitive Data

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

  65. Use of Competitive Data

    Our peer group for the fiscal 2026 performance year, which was the same as the fiscal 2025 peer group, consisted of the 15 companies set forth below.

  66. Use of Competitive Data

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

  67. Use of Competitive Data

    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.

  68. Assessing Performance Results

    While the Kyndryl Annual Incentive Plan for Executives permits the CHC Committee to change the incentive formula or increase, reduce or eliminate awards, the CHC Committee uses such discretion sparingly and only when it concludes that doing so is necessary to reflect performance fairly in light of the plan design and subject to pre-approved adjustment principles. For fiscal 2026, the CHC Committee did not apply discretionary upward or downward adjustments to the NEOs’ annual incentive payouts based on individual performance.

  69. Supplemental Monthly Cash Bonus Payment

    Supplemental Monthly Cash Bonus Payment While Messrs. Chugh and Ringes did not receive salary increases for taking on the roles of Interim Chief Financial Officer and Interim General Counsel, respectively, in February 2026, the CHC Committee approved a supplemental monthly cash bonus payment for each of Messrs. Chugh and Ringes, in addition to their current salaries, while they serve in these interim assignments. Mr. Chugh will receive a supplemental monthly cash bonus payment of $35,000, and Mr. Ringes will receive a supplemental monthly cash bonus payment of $20,000, to be prorated for any partial month of service.

  70. Annual Cash Bonus

    Annual Cash Bonus

  71. 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. | | |

  72. Annual Cash Bonus

    The CHC Committee determined to award the NEOs cash bonus opportunities under the Kyndryl Annual Incentive Plan for Executives for fiscal 2026. Target amounts for the cash bonus opportunities were equal to 225% of Mr. Schroeter’s base salary, 200% of Mr. Keinan’s base salary, 125% of their respective base salaries for Messrs. Wyshner and Sebold and Ms. Charbonnier, and 100% of their respective base salaries for Messrs. Chugh, Ringes and Khurana. Actual bonuses can range from 0% to 200% of the target award opportunity for each NEO. As part of its review and competitive market analysis in May 2025, 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 2025 levels, except for Mr. Schroeter’s increased target opportunity from 200% to 225% as described in “Fiscal 2026 Developments”) 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 targets approved by the CHC Committee with respect to each metric based on the Company’s fiscal 2026 budget and corporate citizenship strategy, as well as the CHC Committee’s rationale for the selection of each metric. The revenue goal reflected the Company’s publicly disclosed guidance in the Company’s fourth quarter and fiscal 2025 earnings release that the earnings and cash flow outlook assumed revenue would grow consistent with the fourth quarter of fiscal 2025. The revenue goal continued to assume benefits from Kyndryl Consult and our Alliances initiative, partially offset by proactive, strategic actions the Company was taking in connection with the Company’s Accounts initiative to reduce certain low-margin revenue streams. 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 fiscal 2026 adjusted EBITDA goal at a level more than 9% higher than the financial performance the Company reported in our fiscal 2025 earnings release.

  73. Annual Cash Bonus

    | Metric(1) | Weighting | Target Amount | Rationale for Selection | | Adjusted EBITDA(2) | 60% | $2.7 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% | $15.3 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 |

  74. 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 under the section titled “Assessing Performance Results.” |

  75. Annual Cash Bonus

    | (2) Adjusted EBITDA is defined as net income (loss) excluding income taxes, interest expense, 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 expenses other than pension servicing costs and multi-employer plan costs, stock-based compensation expense, workforce rebalancing charges incurred prior to March 31, 2024, impairment expense, significant litigation costs and benefits, and 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 2026 Form 10-K. |

  76. Annual Cash Bonus

    | (3) The corporate citizenship goals are focused on achieving the following three strategic objectives that align with our strategic business priorities: (1) supporting environmental stewardship; (2) fostering employees’ sense of belonging; and (3) promoting good governance practices. The CHC Committee retained discretion to determine the relative weightings of the qualitative goals underlying these three strategic objectives within the corporate citizenship metric. |

  77. Annual Cash Bonus

    Performance relative to these goals determines the funding of the annual incentive pool for corporate executives and for executives in each business unit. 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 2026. 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.

  78. Annual Cash Bonus

    | Revenue (30% Weighting) | Below Threshold | Threshold | Target | Maximum | | % of Goal Attainment | <95% | 95% | 100% | 105% | | % of Target Payout | 0% | 20% | 100% | 200% |

  79. 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% |

  80. Annual Cash Bonus

    Determination of Fiscal 2026 Achievement and Payouts The table below shows the actual results based on the Company’s fiscal 2026 performance and the payouts associated with each of the fiscal 2026 metrics as a percentage of target.

  81. Annual Cash Bonus

    | Metrics | Performance Target | Results | % of Target Payout | | Adjusted EBITDA | $2.7 billion | $2.6 billion(1) | 47% | | Revenue | $15.3 billion | $14.7 billion(1) | 12% | | Corporate Citizenship | See(2) below | See(2) below | 10% |

  82. Annual Cash Bonus

    | (1) When assessing performance for purposes of the Kyndryl Annual Incentive Plan, the CHC Committee may adjust for certain pre-determined categories as described further above under the section titled “Assessing Performance Results.” For fiscal 2026, beginning with GAAP revenue and adjusted EBITDA as reported in our Fiscal 2026 Form 10-K, the results eliminate the impact of currency movements versus the rates used in the performance targets. |

  83. 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 set qualitative goals to further the Company’s corporate citizenship strategy that aligns with our strategic business priorities: continuing to build our sustainability program to deliver our commitment to reduce our environmental impact; fostering employee engagement to drive a high-performing culture and build leadership capabilities to attract and retain the talent needed for growth; and continuing to establish a foundation for the culture, systems and platforms which enhance governance, ethics and transparency, focusing on key Company-wide planning and training activities. |

  84. Annual Cash Bonus

    The results set forth above produced a weighted payout percentage of 69% of target. The CHC Committee did not apply upward or downward adjustments for the NEOs’ individual performance. Based on the Company’s performance achieved, each of the NEOs earned a cash bonus for fiscal 2026 as follows, which amounts are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  85. Annual Cash Bonus

    | Name | Base salary(1) | Target bonus as a percentage of base salary | Target bonus opportunity(2) | Weighted payout percentage | Fiscal 2026 bonus payment(3) | | Martin Schroeter | $1,450,000 | 225% | $3,122,260 | 69% | $2,154,360 | | Harsh Chugh | $825,000 | 100% | $776,146 | 69% | $535,541 | | Elly Keinan | $1,000,000 | 200% | $1,948,342 | 69% | $1,344,356 | | Maryjo Charbonnier | $700,000 | 125% | $869,546 | 69% | $599,987 | | Mark Ringes | $478,547 | 100% | $475,637 | 69% | $328,189 | | David Wyshner | $950,000 | 125% | $985,715 | 69% | $680,143 | | Edward Sebold | $750,000 | 125% | $794,126 | 69% | $547,947 | | Vineet Khurana | $525,000 | 100% | $521,073 | 69% | $359,541 |

  86. Annual Cash Bonus

    | (1) Effective as of July 1, 2025. |

  87. Annual Cash Bonus

    | (2) Fiscal 2026 AIP target incentive opportunity is prorated for changes in each NEO’s salary during the fiscal year. |

  88. Annual Cash Bonus

    | (3) For Messrs. Wyshner and Sebold, their annual cash bonus payments for fiscal 2026 reflected in the table were prorated up to the date of departure on February 5, 2026. |

  89. Long-Term Equity Incentives

    Long-Term Equity Incentives

  90. 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 PSUs and time-vesting RSUs that consists 65% of PSUs and 35% of RSUs, to NEOs as part of the annual long-term incentive opportunity. | | | | Once PSU 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 RSUs an important tool to retain key talent and ensure that executives have a continuing stake in our long-term success. | | |

  91. Long-Term Equity Incentives

    In April 2025, the CHC Committee reviewed each NEO’s long-term incentive opportunity against compensation peer group data and internal considerations. For fiscal 2026, the CHC Committee retained the overall long-term incentive framework, while simplifying the PSU design to a two-metric structure with adjusted operating cash flow as the primary funding metric and relative TSR as a payout modifier.

  92. Long-Term Equity Incentives

    | In June 2025, the CHC Committee granted the fiscal 2026 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. This does not reflect special one-time RSU awards granted to certain senior executives in fiscal 2026 that were intended to recognize the retention of highly qualified leaders for business continuity and leadership in key areas and growth opportunities. | |

  93. Long-Term Equity Incentives

    RSUs. RSUs vest in four equal annual installments beginning on the anniversary of the grant date, subject to the NEO’s continued employment through each applicable vesting date. For information regarding special one-time RSU awards granted to certain senior executives in fiscal 2026, see “Special Long-Term Incentive Awards” below. PSUs. The CHC Committee uses PSUs to tie a meaningful portion of long-term compensation to multi-year operating performance and stockholder value creation. For fiscal 2026, PSUs vest based on adjusted operating cash flow over a three-year performance period, subject to relative TSR performance applied as a payout modifier. The PSUs vest upon the CHC Committee’s certification of the extent to which the performance criteria have been achieved during the applicable performance period. Consistent with our pay for performance philosophy, the realizable pay of our NEOs for fiscal 2026 was substantially lower than their grant-date pay, as indicated in the “Pay vs. Performance” section of this Proxy Statement, reflecting our performance and stock price movement during the year. Fiscal 2026 Long-Term Incentive Awards As described earlier, the CHC Committee approved changes to the PSU design for fiscal 2026 to simplify the program and focus management on a key strategic metric that we believe will have the most impact on driving long-term performance. The table below sets forth the performance metrics for the fiscal 2026 long-term equity incentive award and the CHC Committee’s rationale for selecting each metric.

  94. Long-Term Equity Incentives

    | Metric(1) | | Rationale for Selection | | Adjusted Operating Cash Flow(2) | 100% weighting | • 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 | | Relative TSR modifier(3) | +/- 20% modifier | • Reflects the performance of Kyndryl’s stock relative to the broader market; relative TSR is used as a modifier of adjusted operating cash flow performance |

  95. Long-Term Equity Incentives

    | (1) When assessing performance for purposes of LTI, the CHC Committee may adjust for certain pre-determined items as described further above under the section titled “Assessing Performance Results.” |

  96. Long-Term Equity Incentives

    | (2) “Adjusted Operating Cash Flow” means cash flows from operating activities (GAAP) after adding back transaction-related payments, charges related to lease terminations, payments related to workforce rebalancing charges incurred prior to March 31, 2024, and significant litigation payments. For a more detailed description of the excluded items, see our quarterly earnings releases. |

  97. Long-Term Equity Incentives

    | (3) Relative TSR payout modifier is based on the percentile rank of Kyndryl’s TSR over the three-year performance period in comparison with companies in the S&P MidCap 400 Index. |

  98. Long-Term Equity Incentives

    The following table 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 for the fiscal 2026-2028 performance period.

  99. Long-Term Equity Incentives

    | | Adjusted Operating Cash Flow | | Relative TSR Modifier | | | Performance Level | Kyndryl Performance Rate vs. Target | Percentage of PSUs that vest at target payout | Kyndryl Percentile Rank | Modifier adjustment percent applied to Adjusted Operating Cash Flow Performance | | Below Threshold | Below 80% | 0% | | | | Threshold | 80% | 50% | 25th | -20% | | Target | 100% | 100% | 50th | No adjustment | | Maximum | 120% | 150% | 75th | +20% |

  100. Long-Term Equity Incentives

    If actual performance with respect to a performance criterion falls 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. In all events, PSU payouts are capped at 180% of target. The table below sets forth the total target value of the fiscal 2026 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 during the performance period (beginning April 1, 2025 and ending March 31, 2028).

  101. Long-Term Equity Incentives

    | Name | (A) RSU Award Value(1) | (B) PSU Adjusted Operating Cash Flow(2) | Total LTI Award Value (A+ B) | Annual LTI At-Risk (% of Total Target Compensation) | | Martin Schroeter | $6,300,000 | $11,700,000 | $18,000,000 | 80% | | Harsh Chugh(3) | $455,000 | $845,000 | $1,300,000 | 44% | | Elly Keinan(3) | $3,150,000 | $5,850,000 | $9,000,000 | 75% | | Maryjo Charbonnier | $525,000 | $975,000 | $1,500,000 | 49% | | Mark Ringes(3) | $318,500 | $591,500 | $910,000 | 49% | | David Wyshner(4) | $1,750,000 | $3,250,000 | $5,000,000 | 71% | | Edward Sebold(4) | $700,000 | $1,300,000 | $2,000,000 | 54% | | Vineet Khurana(3) | $280,000 | $520,000 | $800,000 | 43% |

  102. 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 ($38.70). |

  103. 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 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 ($38.70) multiplied by a Monte Carlo valuation percentage of 100.74%. |

  104. Long-Term Equity Incentives

    | (3) The RSU grant shown above excludes the special awards for Messrs. Chugh, Keinan, Ringes and Khurana discussed below. |

  105. Long-Term Equity Incentives

    | (4) Messrs. Wyshner and Sebold forfeited the 2026 RSU and PSU awards as a result of their departure from the Company on February 5, 2026. |

  106. Long-Term Equity Incentives

    Special Long-Term Incentive Awards The CHC Committee recognizes that retaining highly qualified leaders is important to the Company’s performance and orderly succession planning. In fiscal 2026, the CHC Committee granted limited one-time RSU awards to select senior executives for business continuity and leadership in key areas and growth opportunities, including Messrs. Keinan, Chugh and Khurana. Taking into account his leadership of key growth areas and his broad responsibilities in support of the Company’s customers in overseeing global go-to-market, operations and financial performance across 60 countries, including in delivery, Kyndryl Consult, our strategic alliances and the Kyndryl Bridge technology platform, the CHC Committee granted an award of 232,559 RSUs to Mr. Keinan, which had a grant date fair value of $9,000,033. The CHC Committee also granted one-time RSU awards in fiscal 2026 to non-executive officers for business continuity and leadership in key areas, including Mr. Chugh, before he was appointed as Interim Chief Financial Officer. Mr. Chugh received an award of 31,008 RSUs, which had a grant date fair value of $1,200,010. The CHC Committee granted an award of 24,807 RSUs to Mr. Khurana, which had a grant date fair value of $960,031. These RSUs will cliff vest 100% on the third anniversary of the grant date of June 2, 2025, subject to continued service with the Company through June 2, 2028 or, in the case of Mr. Keinan, an earlier retirement date approved by the Board. The number of RSUs such NEOs received was determined by dividing the value by the average of the high and low prices of our common stock on the NYSE on the grant date ($38.70). In connection with the interim appointments of Messrs. Chugh and Ringes, the CHC Committee also approved supplemental RSU awards that will vest six months from the date of grant on March 2, 2026. The award of 39,841 RSUs to Mr. Chugh had a grant date fair value of $500,005 and the award of 19,921 RSUs for Mr. Ringes had a grant date fair value of $250,009. The number of RSUs such NEOs received was determined by dividing the value by the average of the high and low prices of our common stock on the NYSE on the grant date ($12.55). 2024 Long-Term Equity Incentive Payout PSUs granted to the NEOs during fiscal 2024 (the “2024 PSUs”) were earned based on the three-year performance period concluding at the end of fiscal 2026. The table below sets forth the performance metrics for the 2024 PSUs, their relative weightings and the CHC Committee’s rationale for the selection of each metric.

  107. Long-Term Equity Incentives

    | Metric(1) | Weighting | Rationale for Selection | | Adjusted Operating Cash Flow(2) | 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(3) | 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 • Historically, the CHC Committee believed this metric served as an indicator of value creation in our early stages as an independent company to execute on our strategy to return to profitable growth | | Relative TSR(4) | 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 |

  108. Long-Term Equity Incentives

    | (1) When assessing performance for purposes of LTI, the CHC Committee may adjust for certain pre-determined items as described further above under the section titled “Assessing Performance Results.” |

  109. Long-Term Equity Incentives

    | (2) “Adjusted Operating Cash Flow” means cash flows from operating activities (GAAP) after adding back transaction-related payments, charges related to lease terminations, payments related to workforce rebalancing charges incurred prior to March 31, 2024, and significant litigation payments. For a more detailed description of the excluded items, see our quarterly earnings releases. |

  110. Long-Term Equity Incentives

    | (3) “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 applicable performance period. |

  111. Long-Term Equity Incentives

    | (4) TSR is determined by dividing (a) (x) the average closing stock price of the five trading days ending on the last day of the applicable performance period, 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 (the grant date) by (b) the average closing stock price of the five trading days ending on the first day of the performance period (the grant date). In order to compare Kyndryl’s Relative TSR with that of the companies in the S&P MidCap 400 Index, each company in the S&P MidCap 400 Index as of the grant date (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 S&P MidCap 400 Index after the grant date 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. |

  112. Long-Term Equity Incentives

    The following table 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 for the fiscal 2024-2026 performance period.

  113. 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) |

  114. Long-Term Equity Incentives

    | (1) Beginning with 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: |

  115. Long-Term Equity Incentives

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

  116. 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 |

  117. Long-Term Equity Incentives

    | • | Aligned the Relative TSR performance start date with the grant date (from the beginning of the fiscal year). |

  118. 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. The table below shows the actual results based on the Company’s fiscal 2024-2026 performance (beginning from April 1, 2023 through March 31, 2026) and the payouts on the 2024 PSU award associated with each of the metrics as a percentage of target. 50% of the grant date value of the PSUs was based on Adjusted Operating Cash Flow, 25% was based on cumulative Signings, and 25% was based on TSR versus companies in the S&P MidCap 400 Index. The weighted payout percentage of 85% of the aggregate target shares awarded across all three metrics.

  119. Long-Term Equity Incentives

    | | Performance Level | | | | | | | 2024-2026 Metrics | Threshold | Target | Maximum | Results | Attainment | Component Score | | Adjusted Operating Cash Flow | $2.6 billion | $3.2 billion | $3.9 billion | $3.2 billion(1)(2) | 99% | 99% | | Signings | $40.3 billion | $50.3 billion | $60.4 billion | $45.5 billion(1)(3) | 90% | 66% | | Relative TSR percentile | 25th | 50th | 90th | 38th(4) | 38th | 75% |

  120. Long-Term Equity Incentives

    | (1) When assessing performance for purposes of the long-term equity incentive awards under the LTPP, the CHC Committee may adjust for certain pre-determined items as described further above. These measures eliminate the impact of currency movements versus the rates used in the performance targets. |

  121. Long-Term Equity Incentives

    | (2) Beginning with Adjusted Operating Cash Flow as reported in our fourth quarter and full-year 2026 earnings release, the results also reflect adjustments under pre-determined categories that were previously approved by the Committee and consist of: excluding the benefit to the reported results from the impact from the unplanned divestiture of the Company’s Securities Industry Services platform in the second-half of fiscal 2025; and excluding material changes to commercial agreements driven by a change in the strategies of the Company’s former parent that were not contemplated at the time the 2024 PSUs were granted. |

  122. Long-Term Equity Incentives

    | (3) The Signings attainment reflects an adjustment under the pre-determined category relating to acquisitions and divestitures, consisting of excluding signings from the Company’s unplanned acquisition of Skytap, Inc. in the first quarter of fiscal 2025 and the impact from the Company’s unplanned divestiture of its Securities Industry Services platform in the second-half of fiscal 2025. |

  123. Long-Term Equity Incentives

    | (4) The graph below reflects the growth in Kyndryl’s TSR over the three-year performance period in comparison with companies in the S&P MidCap 400 Index. |

  124. Long-Term Equity Incentives

    The following table shows the target potential and the actual awards earned based on results over the fiscal 2024-2026 performance period.

  125. Long-Term Equity Incentives

    | Name | Adjusted Operating Cash Flow Target Award (in shares) | Adjusted Operating Cash Flow Payout at 99% (in shares) | Signings Target Award (in shares) | Signings Payout at 66% (in shares) | Relative TSR Target Award (in shares) | Relative TSR Payout at 75% (in shares) | Total PSUs Earned | | Martin Schroeter | 255,236 | 251,663 | 127,618 | 84,611 | 121,011 | 91,242 | 427,516 | | Harsh Chugh | 24,309 | 23,969 | 12,155 | 8,059 | 11,525 | 8,690 | 40,718 | | Elly Keinan | 184,742 | 182,156 | 92,371 | 61,242 | 87,589 | 66,042 | 309,440 | | Maryjo Charbonnier | 24,309 | 23,969 | 12,155 | 8,059 | 11,525 | 8,690 | 40,718 | | Mark Ringes | 5,984 | 5,900 | 2,992 | 1,984 | 2,837 | 2,139 | 10,023 | | David Wyshner(1) | 97,233 | 0 | 48,617 | 0 | 46,100 | 0 | 0 | | Edward Sebold(2) | 36,463 | 34,182 | 18,232 | 11,492 | 17,288 | 12,313 | 57,987 | | Vineet Khurana | 18,232 | 17,977 | 9,116 | 6,044 | 8,644 | 6,518 | 30,539 |

  126. Long-Term Equity Incentives

    | (1) Mr. Wyshner forfeited his 2024 PSUs as a result of his departure from the Company on February 5, 2026. |

  127. Long-Term Equity Incentives

    | (2) Due to meeting retirement eligibility under the Company’s Severance Plan, Mr. Sebold was eligible to receive an amount prorated for the time worked during the performance period until his departure from the Company on February 5, 2026. The amount shown in the table under "Total PSUs Earned" reflects this proration. |

  128. Executive Long-Term Cash Awards

    Executive Long-Term Cash Awards As part of our standard compensation program for senior leaders (but not executive officers) of the Company, in addition to RSUs, senior leaders receive long-term cash awards granted under the LTPP (“Long-Term Cash Awards”), pursuant to which award recipients receive lump-sum cash payments following specified vesting dates aligned to RSU vesting. Long-Term Cash Awards previously granted to Messrs. Chugh and Ringes before they became executive officers vested during fiscal 2026 and are reflected in the “Bonus” column of the Summary Compensation Table.

  129. Other Compensation

    Other Compensation Executive Severance Plan and Executive Retirement Policy The Company maintains the 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. Limited Perquisites Consistent with our compensation philosophy, we provide our NEOs with limited perquisites, as set forth in the table below. The CHC Committee believes these perquisites are limited in scope and appropriate to support the efficient performance of the NEOs’ duties.

  130. Equity Grant Practices

    Equity Grant Practices Beginning with fiscal 2025, our CHC Committee scheduled annual long-term incentive grants for the first trading day in June, after the public release of prior-year results and current-year outlook. The CHC Committee selected this timing to align with market practice and to avoid grant timing around the disclosure of material non-public information. Additionally, we typically grant equity awards to new hires or employees receiving promotions upon the first regularly scheduled quarterly grant date following the commencement of such employment or promotion. The predetermined quarterly grant dates are the first trading day in March, June, September and December.

  131. 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.

  132. Risk Management and Mitigation of Compensation Policies and Practices

    | Attributes | | 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 |

  133. 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 the fiscal years presented in accordance with SEC rules.

  134. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | 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 | 2026 | 1,325,000 | — | 18,000,025 | — | 2,154,360 | — | 286,970 | 21,766,355 | | | 2025 | 1,175,000 | — | 11,500,025 | — | 2,782,562 | — | 346,139 | 15,803,726 | | | 2024 | 1,075,000 | — | 10,500,025 | — | 3,483,442 | — | 602,814 | 15,661,281 | | Harsh Chugh Interim Chief Financial Officer | 2026 | 756,997 | 196,250 | 3,000,063 | | 535,541 | | 24,050 | 4,512,901 | | Elly Keinan Group President | 2026 | 948,200 | — | 18,000,065 | — | 1,344,356 | — | 220,898 | 20,513,519 | | | 2025 | 879,800 | — | 7,600,069 | — | 2,083,474 | — | 242,831 | 10,806,174 | | | 2024 | 822,500 | — | 7,600,008 | — | 2,665,033 | — | 184,932 | 11,272,473 | | Maryjo Charbonnier Former Chief Human Resources Officer | 2026 | 691,250 | — | 1,500,031 | — | 599,987 | — | 106,118 | 2,897,386 | | | 2025 | 674,375 | — | 1,000,085 | — | 998,108 | — | 122,468 | 2,795,036 | | | 2024 | 641,250 | — | 1,000,039 | — | 1,298,628 | — | 88,075 | 3,027,992 | | Mark Ringes Interim General Counsel and Secretary | 2026 | 472,711 | 112,831 | 1,160,047 | — | 328,189 | — | 77,863 | 2,151,641 | | David Wyshner Former Chief Financial Officer | 2026 | 908,125 | — | 5,000,053 | — | 680,143 | — | 1,535,640 | 8,123,961 | | | 2025 | 855,938 | — | 4,000,076 | — | 1,266,829 | — | 25,350 | 6,148,193 | | | 2024 | 813,750 | — | 4,000,037 | — | 1,647,968 | — | 20,802 | 6,482,557 | | Edward Sebold Former General Counsel and Secretary | 2026 | 742,500 | — | 2,000,029 | — | 547,947 | — | 1,336,566 | 4,627,042 | | | 2025 | 726,250 | — | 1,500,047 | — | 1,074,885 | — | 142,093 | 3,443,275 | | | 2024 | 691,667 | — | 1,500,046 | — | 1,400,717 | — | 101,253 | 3,693,683 | | Vineet Khurana Former Senior Vice President and Global Controller | 2026 | 517,125 | — | 1,760,081 | — | 359,541 | — | 85,058 | 2,721,805 |

  135. Summary Compensation Table

    | (1) Amounts in this column reflect the salary earned during the relevant fiscal period, whether paid or deferred under our Excess Plan. The fiscal 2026 base salaries for the NEOs (as described under “Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Base Salaries”) became effective July 1, 2025. |

  136. Summary Compensation Table

    | (2) Amounts in this column reflect for Messrs. Chugh and Ringes: (1) supplemental monthly cash bonus payments in connection with their appointment in February 2026 as Interim Chief Financial Officer and Interim General Counsel, respectively, while they serve in their new roles (as described under “Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Supplemental Monthly Cash Bonus Payment”) and (2) long-term cash awards that vested during fiscal 2026 under a long-term cash award previously granted in 2022, 2023 and 2024 (as described under “Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Executive Long-Term Cash Awards”). |

  137. 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 16 — “Stock-Based Compensation” to the financial statements for the fiscal year ended March 31, 2026 included in our Fiscal 2026 Form 10-K. The amounts for the PSUs granted in fiscal 2026 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 2026 would have been the following amounts: Mr. Schroeter — $21,060,008; Mr. Chugh — $1,521,016; Mr. Keinan — $10,530,004; Ms. Charbonnier — $1,755,034; Mr. Ringes — $1,064,782; Mr. Wyshner — $5,850,086; Mr. Sebold — $2,340,058; and Mr. Khurana — $936,031. In addition, this column also reflects the grant date fair value of the |

  138. Summary Compensation Table

    following special one-time RSU awards (as described under “Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Long-Term Equity Incentives”): Mr. Chugh — $1,200,010; Mr. Keinan — $9,000,033; and Mr. Khurana — $960,031. Messrs. Wyshner and Sebold forfeited their 2026 stock awards as a result of their departure from the Company on February 5, 2026.

  139. 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.” |

  140. Summary Compensation Table

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

  141. Summary Compensation Table

    | (6) Amounts shown in this column include the following for fiscal 2026: For Messrs. Schroeter, Chugh, Keinan, Ringes, Wyshner, Sebold and Khurana, and Ms. Charbonnier, 401(k) matching contributions of $21,000, $10,500, $21,000, $21,000, $10,500, $21,000, $21,000 and $21,000, respectively; for Messrs. Schroeter, Keinan, Ringes, Sebold and Khurana and Ms. Charbonnier, automatic contributions by us to the Kyndryl Excess Plan of $225,454, $160,900, $41,863, $88,043, $45,775 and $80,362, respectively. |

  142. Summary Compensation Table

    | Amounts shown in this column also include the following perquisites for fiscal 2026, each of which was below the SEC threshold for individual quantification: For Mr. Schroeter, personal financial planning, personal travel on Company-provided aircraft, personal use of Company-provided car and driver, spousal travel and miscellaneous gifts; for Mr. Chugh, personal financial planning and miscellaneous gifts; for Mr. Keinan, personal financial planning, annual executive physical, personal use of Company-provided car and driver, spousal travel and miscellaneous gifts; for Ms. Charbonnier, annual executive physical and personal use of Company-provided ground transportation; for Mr. Ringes, personal financial planning; for Mr. Wyshner, personal financial planning; for Mr. Sebold, personal financial planning; and for Mr. Khurana, personal financial planning, annual executive physical and personal use of Company-provided ground transportation. |

  143. Summary Compensation Table

    | 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. The aggregate incremental cost to the Company is calculated based on the Company's variable operating costs (such as fuel, maintenance, landing fees, crew expenses, catering and en route charges) or the actual invoiced amount from a third-party provider for the variable costs incurred on each trip. |

  144. 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. |

  145. 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. |

  146. Summary Compensation Table

    | Additionally, amounts shown in this column for Messrs. Wyshner and Sebold include certain separation-related payments and benefits. Mr. Wyshner received the following payments and benefits during fiscal year 2026 in connection with his departure from the Company: a cash severance payment of $1,425,000, a payment of $60,288 made upon his departure for unused vacation in accordance with the Company’s vacation policy, COBRA premiums at a cost to the Company for fiscal year 2026 of $3,195, certain continued financial advisory services worth $1,875 for fiscal year 2026, and outplacement and other continuing benefits worth $21,657 for fiscal year 2026. Mr. Sebold received the following payments and benefits during fiscal year 2026 in connection with his departure from the Company: a cash severance payment of $1,125,000, a payment of $63,101 made upon his departure for unused vacation in accordance with the Company’s vacation policy, COBRA premiums at a cost to the Company for fiscal year 2026 of $2,765, certain continued financial advisory services worth $1,875 for fiscal year 2026, and outplacement and other continuing benefits worth $21,657 for fiscal year 2026. See “Potential Payments upon Termination or Change in Control,” for a description of all payments made and benefits provided to Messrs. Wyshner and Sebold in connection with their departures from the Company. |

  147. Grants of Plan-Based Awards in Fiscal 2026

    Grants of Plan-Based Awards in Fiscal 2026 The following table sets forth grants of plan-based awards to the NEOs during the fiscal year that ended March 31, 2026.

  148. Grants of Plan-Based Awards in Fiscal 2026

    | 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(2) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Martin Schroeter | | | Annual Cash Bonus | 195,750 | 3,262,500 | 6,525,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 148,214 | 296,428 | 533,570 | | 11,700,013 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 162,791 | 6,300,012 | | Harsh Chugh | | | Annual Cash Bonus | 49,500 | 825,000 | 1,650,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 10,705 | 21,409 | 38,536 | | 845,013 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 11,758 | 455,035 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 31,008 | 1,200,010 | | | 3/2/2026 | 2/16/2026 | FY26 RSU | | | | | | | 39,841 | 500,005 | | Elly Keinan | | | Annual Cash Bonus | 120,000 | 2,000,000 | 4,000,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 74,107 | 148,214 | 266,785 | | 5,850,007 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 81,396 | 3,150,025 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 232,559 | 9,000,033 | | Maryjo Charbonnier | | | Annual Cash Bonus | 52,500 | 875,000 | 1,750,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 12,352 | 24,703 | 44,465 | | 975,027 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 13,566 | 525,004 | | Mark Ringes | | | Annual Cash Bonus | 28,713 | 478,547 | 957,094 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 7,494 | 14,987 | 26,977 | | 591,537 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 8,230 | 318,501 | | | 3/2/2026 | 2/16/2026 | FY26 RSU | | | | | | | 19,921 | 250,009 | | David Wyshner(4) | | | Annual Cash Bonus | 71,250 | 1,187,500 | 2,375,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 41,171 | 82,342 | | 148,216 | 3,250,039 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 45,220 | 1,750,014 | | Edward Sebold(4) | | | Annual Cash Bonus | 56,250 | 937,500 | 1,875,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 16,469 | 32,937 | 59,287 | | 1,300,023 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 18,088 | 700,006 |

  149. Grants of Plan-Based Awards in Fiscal 2026

    | 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(2) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Vineet Khurana | | | Annual Cash Bonus | 31,500 | 525,000 | 1,050,000 | | | | | | | | 6/2/2025(3) | 5/29/2025 | FY26 PSU | | | | 6,588 | 13,175 | 23,715 | | 520,017 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 7,236 | 280,033 | | | 6/2/2025 | 5/29/2025 | FY26 RSU | | | | | | | 24,807 | 960,031 |

  150. Grants of Plan-Based Awards in Fiscal 2026

    | (1) Reflects the range of possible payout under the Annual Cash Bonus awarded to the NEO for fiscal 2026. 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. |

  151. Grants of Plan-Based Awards in Fiscal 2026

    | (2) Computed in accordance with Topic 718 using the assumptions discussed under “Stock-Based Compensation” in Note 1 — “Significant Accounting Policies” and Note 16 — “Stock-Based Compensation” to the financial statements for the fiscal year ended March 31, 2026 included in the Fiscal 2026 Form 10-K. |

  152. Grants of Plan-Based Awards in Fiscal 2026

    | (3) Reflects the PSU award granted to the NEO as part of the fiscal 2026 long-term incentive award. Amounts reported in the “Threshold” column assume that 50% of the target PSUs will vest and amounts reported in the “Maximum” column assume that 180% 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 and Relative TSR applied as a payout modifier over the three-year period. |

  153. Grants of Plan-Based Awards in Fiscal 2026

    | (4) Messrs. Wyshner and Sebold forfeited their 2026 PSU and RSU awards as a result of their departure from the Company on February 5, 2026. |

  154. Outstanding Equity Awards as of March 31, 2026

    Outstanding Equity Awards as of March 31, 2026 The following table sets forth the number of securities underlying outstanding equity awards for each of our NEOs as of March 31, 2026.

  155. Outstanding Equity Awards as of March 31, 2026

    | 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 | 642,047 | | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(3) | | | | | 86,553 | 1,135,575 | | | | | 8/1/2023(4) | | | | | 137,435 | 1,803,147 | | | | | 6/3/2024(5) | | | | | 114,045 | 1,496,270 | | | | | 6/3/2024(6) | | | | | | | 247,420 | 3,246,150 | | | 6/2/2025(7) | | | | | 162,791 | 2,135,818 | | | | | 6/2/2025(8) | | | | | | | 148,214 | 1,944,568 | | Harsh Chugh | 12/16/2021 | 9,937 | | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(3) | | | | | 4,122 | 54,081 | | | | | 8/1/2023(4) | | | | | 6,545 | 85,870 | | | | | 6/3/2024(5) | | | | | 4,959 | 65,062 | | | | | 6/3/2024(6) | | | | | | | 21,517 | 282,303 | | | 6/2/2025(7) | | | | | 11,758 | 154,265 | | | | | 6/2/2025(8) | | | | | | | 10,705 | 140,450 | | | 6/2/2025(9) | | | | | 31,008 | 406,825 | | | | | 3/2/2026(10) | | | | | 39,841 | 522,714 | | | | Elly Keinan | 12/16/2021 | 464,720 | | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(3) | | | | | 62,648 | 821,942 | | | | | 8/1/2023(4) | | | | | 99,477 | 1,305,138 | | | | | 6/3/2024(5) | | | | | 75,369 | 988,841 | | | | | 6/3/2024(6) | | | | | | | 163,513 | 2,145,291 | | | 6/2/2025(7) | | | | | 81,396 | 1,067,916 | | | | | 6/2/2025(8) | | | | | | | 74,107 | 972,284 | | | 6/2/2025(9) | | | | | 232,559 | 3,051,174 | | | | Maryjo Charbonnier | 12/16/2021 | 61,148 | | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(3) | | | | | 8,244 | 108,161 | | | | | 8/1/2023(4) | | | | | 13,090 | 171,741 | | | | | 6/3/2024(5) | | | | | 9,918 | 130,124 | | | | | 6/3/2024(6) | | | | | | | 21,517 | 282,303 | | | 6/2/2025(7) | | | | | 13,566 | 177,986 | | | | | 6/2/2025(8) | | | | | | | 12,352 | 162,058 | | Mark Ringes | 12/16/2021 | 13,759 | | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(3) | | | | | 1,620 | 21,254 | | | | | 8/1/2023(4) | | | | | 2,992 | 39,255 | | | | | 6/3/2024(5) | | | | | 4,364 | 57,256 | | | | | 6/3/2024(6) | | | | | | | 18,934 | 248,414 | | | 6/2/2025(7) | | | | | 8,230 | 107,978 | | | | | 6/2/2025(8) | | | | | | | 7,494 | 98,321 | | | 3/2/2026(10) | | | | | 19,921 | 261,364 | | | | David Wyshner | 12/16/2021 | 244,590 | | 17.78 | 5/6/2026 | | | | |

  156. Outstanding Equity Awards as of March 31, 2026

    | 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) (#) | | Edward Sebold | 12/16/2021 | 91,721 | | 17.78 | 2/6/2031 | | | | | | | 8/1/2022(3) | | | | | 12,365 | 162,229 | | | | | 8/1/2023(4) | | | | | 19,634 | 257,598 | | | | | 6/3/2024(5) | | | | | 14,876 | 195,173 | | | | | 6/3/2024(6) | | | | | | | 19,816 | 259,986 | | Vineet Khurana | 12/16/2021 | 11,466 | | 17.78 | 12/16/2031 | | | | | | | 8/1/2022(3) | | | | | 6,183 | 81,121 | | | | | 8/1/2023(4) | | | | | 9,817 | 128,799 | | | | | 6/3/2024(5) | | | | | 7,438 | 97,587 | | | | | 6/3/2024(6) | | | | | | | 16,138 | 211,731 | | | 6/2/2025(7) | | | | | 7,236 | 94,936 | | | | | 6/2/2025(8) | | | | | | | 6,588 | 86,435 | | | 6/2/2025(9) | | | | | 24,807 | 325,468 | | |

  157. Outstanding Equity Awards as of March 31, 2026

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

  158. Outstanding Equity Awards as of March 31, 2026

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

  159. Outstanding Equity Awards as of March 31, 2026

    | (3) These RSUs vest in one installment on August 1, 2026. |

  160. Outstanding Equity Awards as of March 31, 2026

    | (4) These RSUs vest in two equal installments on August 1, 2026 and August 1, 2027. |

  161. Outstanding Equity Awards as of March 31, 2026

    | (5) These RSUs vest in three equal installments on June 3, 2026, June 3, 2027 and June 3, 2028. |

  162. Outstanding Equity Awards as of March 31, 2026

    | (6) 50% of the PSU awards granted on June 3, 2024 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 target number of shares that would vest based on Adjusted Operating Cash Flow and Total Signings metrics (because our performance as of March 31, 2026 was between threshold and target performance with respect to these performance metrics) and the threshold number of shares that would vest based on Relative TSR (because our performance as of March 31, 2026 was below threshold performance with respect to this metric). The actual number of shares that will be distributed with respect to these fiscal 2025 PSU awards is not yet determinable. The fiscal 2025 PSU awards vest in proportion to actual performance over the three-year performance period ending on March 31, 2027. |

  163. Outstanding Equity Awards as of March 31, 2026

    | (7) These RSUs vest in four equal annual installments beginning on the anniversary of the grant date. |

  164. Outstanding Equity Awards as of March 31, 2026

    | (8) 100% of the PSU awards granted on June 2, 2025 will vest, if at all, based on the Company’s achievement of the Adjusted Operating Cash Flow metric. The number of shares reflected for each of the NEOs represents the threshold number of shares that would vest based on the Adjusted Operating Cash Flow metric (because our performance as of March 31, 2026 was below threshold performance with respect to this performance metric) with no Relative TSR modifier applied (because our performance as of March 31, 2026 was below threshold performance). The actual number of shares that will be distributed with respect to these fiscal 2026 PSU awards is not yet determinable. The fiscal 2026 PSU awards vest in proportion to actual performance over the three-year performance period ending on March 31, 2028. See the description of the PSU awards in “Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Long-Term Equity Incentives.” |

  165. Outstanding Equity Awards as of March 31, 2026

    | (9) These RSUs cliff vest 100% on the third anniversary of the grant date. |

  166. Outstanding Equity Awards as of March 31, 2026

    | (10) These RSUs will vest six months from the date of grant. |

  167. Outstanding Equity Awards as of March 31, 2026

    | (11) The market value is based on the closing price on the NYSE of our common stock on March 31, 2026, the last trading day of fiscal 2026 ($13.12), multiplied by the relevant number of shares. |

  168. Option Exercises and Stock Vested in Fiscal 2026

    Option Exercises and Stock Vested in Fiscal 2026 The following table provides information regarding RSUs and PSUs that vested during fiscal 2026 for our NEOs. Our NEOs did not exercise any options during fiscal 2026.

  169. Option Exercises and Stock Vested in Fiscal 2026

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Martin Schroeter | 932,877 | 35,112,127 | | Harsh Chugh | 77,515 | 2,944,071 | | Elly Keinan | 672,834 | 25,320,203 | | Maryjo Charbonnier | 88,532 | 3,331,647 | | Mark Ringes | 20,428 | 771,374 | | David Wyshner | 354,123 | 13,326,411 | | Edward Sebold | 132,798 | 4,997,471 | | Vineet Khurana | 66,400 | 2,498,774 |

  170. Option Exercises and Stock Vested in Fiscal 2026

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

  171. Option Exercises and Stock Vested in Fiscal 2026

    | As to Mr. Schroeter – 680,419 PSUs that vested on May 30, 2025, 38,014 RSUs that vested on June 3, 2025, 155,270 RSUs that vested on August 1, 2025 and 59,174 RSUs that vested on December 16, 2025. |

  172. Option Exercises and Stock Vested in Fiscal 2026

    As to Mr. Chugh – 64,803 PSUs that vested on May 30, 2025, 1,653 RSUs that vested on June 3, 2025, 7,395 RSUs that vested on August 1, 2025 and 3,664 RSUs that vested on December 16, 2025. As to Mr. Keinan – 492,495 PSUs that vested on May 30, 2025, 25,123 RSUs that vested on June 3, 2025, 112,385 RSUs that vested on August 1, 2025 and 42,831 RSUs that vested on December 16, 2025. As to Ms. Charbonnier – 64,803 PSUs that vested on May 30, 2025, 3,305 RSUs that vested on June 3, 2025, 14,788 RSUs that vested on August 1, 2025 and 5,636 RSUs that vested on December 16, 2025. As to Mr. Ringes – 13,709 PSUs that vested on May 30, 2025, 1,454 RSUs that vested on June 3, 2025, 882 RSUs that vested on June 6, 2025, 3,115 RSUs that vested on August 1, 2025 and 1,268 RSUs that vested on December 16, 2025. As to Mr. Wyshner – 259,208 PSUs that vested on May 30, 2025, 13,222 RSUs that vested on June 3, 2025, 59,150 RSUs that vested on August 1, 2025 and 22,543 RSUs that vested on December 16, 2025. As to Mr. Sebold – 97,204 PSUs that vested on May 30, 2025, 4,958 RSUs that vested on June 3, 2025, 22,182 RSUs that vested on August 1, 2025 and 8,454 RSUs that vested on December 16, 2025. As to Mr. Khurana – 48,603 PSUs that vested on May 30, 2025, 2,479 RSUs that vested on June 3, 2025, 11,091 RSUs that vested on August 1, 2025 and 4,227 RSUs that vested on December 16, 2025.

  173. Option Exercises and Stock Vested in Fiscal 2026

    | (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. |

  174. Pension Benefits in Fiscal 2026

    Pension Benefits in Fiscal 2026 During fiscal 2026, no NEOs participated in either a tax-qualified or non-qualified defined benefit plan sponsored by the Company.

  175. Non-Qualified Deferred Compensation for Fiscal 2026

    Non-Qualified Deferred Compensation for Fiscal 2026 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 prior to the Spin-off 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.

  176. Non-Qualified Deferred Compensation for Fiscal 2026

    | 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 | | | | | | Kyndryl Excess Plan | — | 225,454 | 72,452 | 861,312 | | IBM Excess 401 (k) Plus Plan | — | — | 4,452 | 29,096 | | Harsh Chugh | | | | | | Kyndryl Excess Plan | — | — | — | — | | IBM Excess 401 (k) Plus Plan | — | — | — | — | | Elly Keinan | | | | | | Kyndryl Excess Plan | — | 160,900 | 54,896 | 639,589 | | IBM Excess 401 (k) Plus Plan | — | — | 192 | 2,637 | | Maryjo Charbonnier | | | | | | Kyndryl Excess Plan | — | 80,362 | (14) | 322,869 | | IBM Excess 401 (k) Plus Plan | — | — | — | — | | Mark Ringes | | | | | | Kyndryl Excess Plan | — | 41,863 | 12,262 | 168,107 | | IBM Excess 401 (k) Plus Plan | — | — | — | — | | David Wyshner | | | | | | Kyndryl Excess Plan | — | — | — | — | | IBM Excess 401 (k) Plus Plan | — | — | — | — | | Edward Sebold | | | | | | Kyndryl Excess Plan | 570,968 | 88,043 | 364,524 | 3,294,369 | | IBM Excess 401 (k) Plus Plan | — | — | 322,406 | 2,293,706 | | Vineet Khurana | | | | | | Kyndryl Excess Plan | 28,639 | 45,775 | 32,340 | 310,957 | | IBM Excess 401 (k) Plus Plan | — | — | — | — |

  177. Non-Qualified Deferred Compensation for Fiscal 2026

    | (1) The amounts in this column are reported as compensation for fiscal 2026 in the “Base Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. |

  178. Non-Qualified Deferred Compensation for Fiscal 2026

    | (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 2026 in the “All Other Compensation” column of the Summary Compensation Table. |

  179. Non-Qualified Deferred Compensation for Fiscal 2026

    | (3) Amounts in this column are not reported as compensation for fiscal 2026 in the Summary Compensation Table since they do not reflect above-market or preferential earnings. |

  180. Non-Qualified Deferred Compensation for Fiscal 2026

    | (4) Amounts in this column include the following aggregate amounts for each of the following NEOs reported as compensation to such NEOs for fiscal 2026 and previous periods, if applicable, in the “Base Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns of the Summary Compensation Table: Mr. Schroeter, $225,454 in fiscal 2026, $502,510 in previous periods; Mr. Keinan, $160,900 in fiscal 2026, $373,409 in previous periods; Ms. Charbonnier, $80,362 in fiscal 2026, $218,864 in previous periods; Mr. Ringes, $41,863 in fiscal 2026; Mr. Sebold, $88,043 in fiscal 2026, $2,976,354 in previous periods; and Mr. Khurana, $45,775 in fiscal 2026. |

  181. 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 (other than Messrs. Wyshner and Sebold) would have been entitled if a termination of employment or change in control occurred on the last business day of fiscal 2026. The only agreements, arrangements or plans that entitle the NEOs (other than Messrs. Wyshner and Sebold) to severance, perquisites or other enhanced benefits upon termination of their employment or a change in control are:

  182. Potential Payments upon Termination or Change in Control

    | • | the Severance Plan; and |

  183. Potential Payments upon Termination or Change in Control

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

  184. Potential Payments upon Termination or Change in Control

    The amounts shown in the table do not include:

  185. 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 |

  186. 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 2026” above for information about the Kyndryl Excess Plan and the IBM Excess Plan). |

  187. 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

  188. 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) | 5,054,360 | 12,687,500 | — | — | — | | Non-Performance Based Cash Award(2) | — | — | — | — | — | | Acceleration of Equity Awards(3) | — | 14,173,457 | 4,434,993 | 14,173,457 | 14,173,457 | | Value of Continuing Benefits(4) | 49,771 | 49,771 | — | — | — | | Value of Continuing Financial Advisory Services(5) | 7,500 | 7,500 | — | — | — | | Outplacement Benefit(6) | 80,000 | 80,000 | — | — | — | | Total | 5,191,631 | 26,998,228 | 4,434,993 | 14,173,457 | 14,173,457 | | Harsh Chugh | | | | | | | Cash Severance Payment(1) | 1,773,041 | 3,300,000 | — | — | — | | Non-Performance Based Cash Award(2) | — | 262,500 | — | 262,500 | 262,500 | | Acceleration of Equity Awards(3) | — | 1,892,652 | — | 1,892,652 | 1,892,652 | | Value of Continuing Benefits(4) | 49,771 | 49,771 | — | — | — | | Value of Continuing Financial Advisory Services(5) | 6,750 | 6,750 | — | — | — | | Outplacement Benefit(6) | 80,000 | 80,000 | — | — | — | | Total | 1,909,562 | 5,591,673 | — | 2,155,152 | 2,155,152 | | Elly Keinan | | | | | | | Cash Severance Payment(1) | 2,844,356 | 6,500,000 | — | — | — | | Non-Performance Based Cash Award(2) | — | — | — | — | — | | Acceleration of Equity Awards(3) | — | 11,633,740 | 3,115,921 | 11,633,740 | 11,633,740 | | Value of Continuing Benefits(4) | 36,705 | 36,705 | — | — | — | | Value of Continuing Financial Advisory Services(5) | 6,750 | 6,750 | — | — | — | | Outplacement Benefit(6) | 80,000 | 80,000 | — | — | — | | Total | 2,967,811 | 18,257,195 | 3,115,921 | 11,633,740 | 11,633,740 | | Maryjo Charbonnier | | | | | | | Cash Severance Payment(1) | 1,649,987 | 3,237,500 | — | — | — | | Non-Performance Based Cash Award(2) | — | — | — | — | — | | Acceleration of Equity Awards(3) | — | 1,235,064 | — | 1,235,064 | 1,235,064 | | Value of Continuing Benefits(4) | 57,503 | 57,503 | — | — | — | | Value of Continuing Financial Advisory Services(5) | — | — | — | — | — | | Outplacement Benefit(6) | 80,000 | 80,000 | — | — | — | | Total | 1,787,490 | 4,610,067 | — | 1,235,064 | 1,235,064 | | Mark Ringes | | | | | | | Cash Severance Payment(1) | 1,046,009 | 1,914,188 | — | — | — | | Non-Performance Based Cash Award(2) | — | 172,688 | 172,688 | 172,688 | 172,688 | | Acceleration of Equity Awards(3) | — | 967,915 | 117,765 | 967,915 | 967,915 | | Value of Continuing Benefits(4) | 34,218 | 34,218 | — | — | — | | Value of Continuing Financial Advisory Services(5) | 7,500 | 7,500 | — | — | — | | Outplacement Benefit(6) | 80,000 | 80,000 | — | — | — | | Total | 1,167,727 | 3,176,509 | 290,453 | 1,140,603 | 1,140,603 | | Vineet Khurana | | | | | | | Cash Severance Payment(1) | 1,147,041 | 2,100,000 | — | — | — | | Non-Performance Based Cash Award(2) | — | — | — | — | | | Acceleration of Equity Awards(3) | — | 1,142,975 | — | 1,142,975 | 1,142,975 | | Value of Continuing Benefits(4) | 16,684 | 16,684 | — | — | — | | Value of Continuing Financial Advisory Services(5) | 6,750 | 6,750 | — | — | — | | Outplacement Benefit(6) | 80,000 | 80,000 | — | — | — | | Total | 1,250,475 | 3,346,409 | — | 1,142,975 | 1,142,975 |

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

    | (1) Cash Severance Payments: |

  190. 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; |

  191. 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 |

  192. 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. |

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

    | (2) Non-Performance Based Cash Awards: The values set forth in the rows titled “Non-Performance Based Cash Awards” are presented as the sum of the values as of the last business day of fiscal 2026 of the additional benefit from the acceleration of vesting or continued vesting under “qualifying retirement,” of long-term cash awards that would have occurred as a result of termination under the different circumstances presented. |

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

    | (3) Acceleration of Equity Awards: |

  195. 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 2026 of the additional benefit from the acceleration of vesting (or continued vesting in the case of RSUs under “qualifying retirement”), if any, of RSUs, stock options and PSUs that would have occurred as a result of termination under the different circumstances presented. |

  196. 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 $13.12 as of March 31, 2026, the last trading day of fiscal 2026, 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, 2026, amounts relating to such options are included in the table. |

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

    | • | With respect to Messrs. Schroeter, Keinan and Ringes, 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. |

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

    | (4) Value of Continuing Benefits: |

  199. 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 2026 rates; and |

  200. 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. |

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

    | (5) Reflects the estimated cost of providing continued financial advisory services for a period of six months, assuming fiscal 2026 rates. Ms. Charbonnier did not participate in the financial advisory services program and therefore, would not receive a continuing benefit. |

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

    | (6) Reflects the estimated cost of six months of outplacement services. |

  203. 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):

  204. 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; |

  205. 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 |

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

    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

  207. 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 cancelled and terminated without any payment or consideration therefor). |

  208. 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.

  209. 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 2026, our last completed fiscal year:

  210. CEO Pay Ratio

    | • | The median of the annual total compensation of all of our employees, excluding our CEO, was $43,489. |

  211. CEO Pay Ratio

    | • | The annual total compensation of our CEO was $21,766,355. |

  212. 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 501:1. |

  213. CEO Pay Ratio

    We determined that, as of January 1, 2026, our employee population consisted of approximately 72,000 individuals. Approximately 90% of our employees work outside the U.S., with workforce hubs in India, Japan, Poland, Brazil, Czechia and Hungary. We have calculated our disclosure based on the median employee identified as of January 1, 2026. To identify our “median employee” from this employee population, we obtained from our internal compensation system annual base salary amounts for fiscal 2026 for each employee in the employee population. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. Base salary amounts for employees paid in currencies other than U.S. dollars were converted to U.S. dollars based on the foreign exchange rates as of March 31, 2026. We annualized the base salary amounts for any permanent employees in the employee population who were employed by us for less than the full fiscal year. We then ranked the resulting base salaries for all of the employees in the employee population other than our CEO to determine our median employee. We calculated the annual total compensation for the median employee in the same manner in which we determine the compensation shown for our NEOs in the Summary Compensation Table, including the value of retirement benefits.

  214. 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.”

  215. Pay vs. Performance

    | | | | | | Value of initial fixed $100 investment based on: | | | | | Year(1) | Summary compensation table total for PEO ($) | Compensation actually paid to PEO ($)(2) | Average summary compensation table total for non-PEO named executive officers ($) | Average compensation actually paid to non-PEO named executive officers ($)(2)(4) | Total shareholder return ($)(3) | Peer group total shareholder return ($)(4) | Net Income ($ mil.)(5) | Adjusted EBITDA ($ mil.)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2026 | 21,766,355 | (16,095,806) | 6,500,866 | (2,860,379) | 50 | 150 | 185 | 2,672 | | 2025 | 15,803,726 | 45,831,860 | 5,798,170 | 15,831,031 | 119 | 102 | 252 | 2,559 | | 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 |

  216. Pay vs. Performance

    | (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. |

  217. Pay vs. Performance

    | (2) To calculate the CAP to Martin Schroeter, our PEO, and the average CAP to our non-PEO NEOs during fiscal 2026 (Harsh Chugh, Elly Keinan, Maryjo Charbonnier, Mark Ringes, David Wyshner, Edward Sebold and Vineet Khurana), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation: |

  218. Pay vs. Performance

    | | SCT Total ($)(a) | Deductions: Stock Award and Option Award ($)(b) | Additions: Value of Stock and Option Awards calculated in accordance with SEC methodology for determining CAP ($)(c) | CAP ($) | | PEO | 21,766,355 | 18,000,025 | (19,862,136) | (16,095,806) | | Non-PEO NEOs | 6,500,866 | 4,631,481 | (4,729,764) | (2,860,379) |

  219. 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. |

  220. 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: |

  221. Pay vs. Performance

    | | Stock Awards ($) | Option Awards ($) | Total Deductions ($) | | PEO | 18,000,025 | — | 18,000,025 | | Non-PEO NEOs | 4,631,481 | — | 4,631,481 |

  222. 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 2026 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 fiscal 2026 (from |

  223. Pay vs. Performance

    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 fiscal 2026; (iii) for awards that are granted and vest in same 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 2026, 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 fiscal 2026, 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 2026 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:

  224. Pay vs. Performance

    | | Fair Value of Current Year Equity Awards at Fiscal 2026 Year End ($) | Change in Value of Prior Years’ Awards Unvested at Fiscal 2026 Year End ($) | Vesting Date Fair Value of Current Year Equity Awards ($) | Change in Fair Value of Prior Years’ Awards that Vested during Fiscal 2026 ($) | Prior Year- End Fair Value of Prior Year Awards that Failed to Vest During Fiscal 2026 ($) | Dollar Value of Dividends Paid During Fiscal 2026 ($) | Equity Value Included in CAP ($) | | | (i) | (ii) | (iii) | (iv) | (v) | (vi) | Value = (i) + (ii) + (iii) + (iv) - (v) + (vi) | | PEO | 4,285,752 | (27,663,997) | — | 3,516,109 | — | — | (19,862,136) | | Non-PEO NEOs | 1,172,098 | (4,442,082) | — | 791,129 | (2,250,909) | — | (4,729,764) |

  225. Pay vs. Performance

    | (3) 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. |

  226. Pay vs. Performance

    | (4) 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 2026 Form 10-K. |

  227. Pay vs. Performance

    | (5) 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. |

  228. Pay vs. Performance

    | (6) Adjusted EBITDA is defined in “Executive Compensation — Compensation Discussion and Analysis — Elements of Compensation and Compensation Decisions — Annual Cash Bonus.” |

  229. FEATURES OF THE PLAN DESIGNED TO PROTECT STOCKHOLDER INTERESTS

    | • | Meaningful Director Compensation Limit. The maximum aggregate value of equity and cash compensation granted to a non-employee director in a fiscal year is limited to $750,000. |

  230. EQUITY PLAN METRICS

    | Number of Outstanding Equity Awards | Number of Shares Remaining Available for Future Grants | Proposed Share Increase | Shares of Common Stock Outstanding as of June 3, 2026 | Dilution | | 18,186,012(1) | 6,548,473(2) | 7,600,000(3) | 220,517,208 | 12.8%(4) |

  231. EQUITY PLAN METRICS

    | (4) Dilution is calculated by dividing (a) the sum of (1) the 18,186,012 outstanding equity awards, (2) the 6,548,473 shares remaining available for future grants under the Existing Plan and (3) the 7,600,000 additional shares requested to be made available for grant if this proposal is approved by stockholders by (b) the sum of (1), (2) and (3) above and the 220,517,208 shares of common stock outstanding. |

  232. 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 June 3, 2026, by each of our directors and named executive officers and all of our directors and current executive officers as a group, except as otherwise indicated in the footnotes to the table.

  233. DIRECTORS AND EXECUTIVE OFFICERS

    | | Number of Shares or Units Beneficially Owned as of June 3, 2026(1) | | | | | Name | Shares of Common Stock Owned Directly and Indirectly(2) | Options Exercisable and Restricted Stock Units Vesting Within 60 Days of June 3, 2026(3) | Total Beneficial Ownership(4) | % of Total Voting Power | | Martin Schroeter | 1,530,911 | 797,317 | 2,328,228 | 1.1% | | Harsh Chugh | 35,695 | 17,331 | 53,026 | * | | Elly Keinan | 848,966 | 577,106 | 1,426,072 | * | | Maryjo Charbonnier | 134,068 | 75,937 | 210,005 | * | | Mark Ringes | 40,851(5) | 16,875 | 57,726 | * | | David Wyshner | 461,296(6) | 0 | 461,296 | * | | Edward Sebold | 116,288(6) | 113,903 | 230,191 | * | | Vineet Khurana | 24,339 | 22,557 | 46,896 | * | | Dominic J. Caruso | 53,790 | 6,296 | 60,086 | * | | John D. Harris II | 53,846 | 6,296 | 60,142 | * | | Stephen A.M. Hester | 51,080 | 6,296 | 57,376 | * | | Shirley Ann Jackson | 60,516 | 6,296 | 66,812 | * | | Janina Kugel | 42,014 | 6,296 | 48,310 | * | | Denis Machuel | 51,505 | 6,296 | 57,801 | * | | Rahul N. Merchant | 53,790 | 6,296 | 60,086 | * | | Jana Schreuder | 53,790 | 6,296 | 60,086 | * | | Howard I. Ungerleider | 73,790 | 6,296 | 80,086 | * | | All directors and current executive officers as a group (15 individuals) | 3,027,062 | 1,468,238 | 4,495,300 | 2.0% |

  234. DIRECTORS AND EXECUTIVE OFFICERS

    | * Represents beneficial ownership of less than 1% of the outstanding common stock of the Company. |

  235. 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 June 3, 2026, (i) 1,019,779 shares were held jointly by Mr. Schroeter and his spouse, (ii) 599,037 shares were held jointly by Mr. Keinan and his spouse, (iii) 42,800 shares were held jointly by Mr. Merchant and his spouse in a trust, and (iv) as of March 31, 2026, 58,978 shares were held jointly by Mr. Wyshner and his spouse. |

  236. DIRECTORS AND EXECUTIVE OFFICERS

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

  237. 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 June 3, 2026 as follows: Mr. Schroeter – 155,270 RSUs vesting within 60 days of June 3, 2026 and 642,047 options exercisable; Mr. Chugh – 7,394 RSUs vesting within 60 days of June 3, 2026 and 9,937 options exercisable; Mr. Keinan – 112,386 RSUs vesting within 60 days of June 3, 2026 and 464,720 options exercisable; Ms. Charbonnier – 14,789 RSUs vesting within 60 days of June 3, 2026 and 61,148 options exercisable; Mr. Ringes – 3,116 RSUs vesting within 60 days of June 3, 2026 and 13,759 options exercisable; Mr. Sebold – 22,182 RSUs vesting within 60 days of June 3, 2026 and 91,721 options exercisable; Mr. Khurana – 11,091 RSUs vesting within 60 days of June 3, 2026 and 11,466 options |

  238. DIRECTORS AND EXECUTIVE OFFICERS

    exercisable; each of Messrs. Caruso, Harris, Machuel, Merchant and Ungerleider, Sir Stephen Hester, Dr. Jackson and Mses. Kugel and Schreuder – 6,296 RSUs vesting on July 30, 2026; All directors and current executive officers as a group – 337,775 RSUs vesting within 60 days of June 3, 2026 and 1,130,463 options exercisable.

  239. DIRECTORS AND EXECUTIVE OFFICERS

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

  240. DIRECTORS AND EXECUTIVE OFFICERS

    | (5) The shares shown for Mr. Ringes include 6 shares held indirectly by his spouse. |

  241. DIRECTORS AND EXECUTIVE OFFICERS

    | (6) Beneficial ownership for Messrs. Wyshner and Sebold is as of March 31, 2026 and is based on each individual’s response to the Company’s officer questionnaire. |

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

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