UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Kyndryl Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Dear Fellow Stockholders,

On behalf of the entire Kyndryl Board of Directors, I am excited to invite you to Kyndryl’s first ever Annual Meeting of Stockholders on July 28, 2022 at 1:00 p.m. Eastern Daylight Time. In order to enable all of our stockholders to fully and equally participate in the Annual Meeting from any place in the world at little to no cost, we are delighted to be holding the Annual Meeting virtually by live audio webcast at http://www.virtualshareholdermeeting.com/KD2022.

You will be able to attend the virtual Annual Meeting, vote your shares electronically, and submit questions both during and prior to the Annual Meeting by visiting that Internet address.

We are also pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites your receipt of the proxy materials, reduces the cost of the Annual Meeting and conserves natural resources. Stockholders of record as of the close of business on May 31, 2022 will either receive a Proxy Card or a Notice of Internet Availability of Proxy Materials for the Annual Meeting. The notice contains instructions on how to access our Proxy Statement and 2021 Annual Report and submit your proxy online.

Your vote is important to us. Even if you plan to attend the Annual Meeting, we urge you to submit your proxy with your voting instructions promptly. You may do this over the Internet, as well as by telephone or mail. Please review the instructions regarding each of these options on your Proxy Card or Notice of Internet Availability of Proxy Materials.

We hope that you can join us at this first Annual Meeting and that you continue to accompany us on our journey as the world’s largest IT infrastructure services provider. We believe that the pursuit of our three key priorities—expanding our alliances with key partners, leaning into Kyndryl’s advanced delivery advantage when working with customers across their most complex business operations and growing our accounts—will create a bright future for Kyndryl.

Thank you for your continued belief in Kyndryl.

Sincerely,

MARTIN SCHROETER
Chairman of the Board and Chief Executive Officer
Kyndryl

June 14, 2022

Websites throughout this Proxy Statement are provided for reference only. Websites referred to herein are not incorporated by reference into this Proxy Statement.

​	1	​	​	PROXY SUMMARY	​
​	1	​	​	Voting Matters	​
​	1	​	​	Our Business	​
​	2	​	​	Our Commitment to ESG	​
​	3	​	​	Governance Highlights	​
​	3	​	​	Board of Directors	​
​	5	​	​	Executive Compensation Highlights	​
​	6	​	​	CORPORATE GOVERNANCE AND BOARD MATTERS	​
​	6	​	​	Proposal 1—Election of Directors	​
​	7	​	​	Class I Director Nominees for Election to a 3-Year Term Expiring in 2025	​
​	9	​	​	Directors Continuing in Office	​
​	14	​	​	Kyndryl Board of Directors—Experience and Skills	​
​	15	​	​	Director Nomination Process	​
​	16	​	​	Director Independence	​
​	17	​	​	Director Attendance	​
​	17	​	​	Board Leadership Structure	​
​	19	​	​	Committees of the Board	​
​	22	​	​	Compensation Committee Oversight of Kyndryl Compensation	​
​	22	​	​	Board and Committee Oversight of Strategy and Risk Management	​
​	23	​	​	Business Conduct Guidelines	​
​	24	​	​	Board Corporate Governance Guidelines	​
​	24	​	​	Communications with the Board	​
​	25	​	​	Our ESG Strategy	​
​	27	​	​	Certain Relationships and Related Person Transactions	​
​	30	​	​	Director Compensation	​
​	32	​	​	Executive Officers of the Company	​

​	34	​	​	2021 EXECUTIVE COMPENSATION	​
​	35	​	​	Proposal 2—Advisory Vote to Approve Executive Compensation	​
​	35	​	​	Proposal 3—Advisory Vote regarding Frequency of Future Advisory Votes on Executive Compensation	​
​	36	​	​	A Message from the Compensation Committee Chair	​
​	38	​	​	Compensation Discussion and Analysis	​
​	58	​	​	Compensation Committee Report	​
​	59	​	​	Compensation Tables	​
​	77	​	​	Proposal 4—Approval of Amendment and Restatement of the Kyndryl 2021 Long-Term Performance Plan	​
​	89	​	​	Equity Compensation Plan Information	​
​	90	​	​	AUDIT MATTERS	​
​	90	​	​	Proposal 5—Ratification of the Appointment of the Independent Registered Public Accounting Firm	​
​	91	​	​	Audit and Non-Audit Fees	​
​	91	​	​	Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm	​
​	92	​	​	Audit Committee Report	​
​	93	​	​	STOCK OWNERSHIP INFORMATION	​
​	93	​	​	Security Ownership of Certain Beneficial Owners and Management	​
​	95	​	​	FREQUENTLY ASKED QUESTIONS	​
​	A-1	​	​	ANNEX A—AMENDED AND RESTATED KYNDRYL 2021 LONG-TERM PERFORMANCE PLAN	​

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. The proxy materials, including this Proxy Statement, the 2021 Annual Report and the proxy card, or the Notice of Internet Availability of proxy materials, as applicable, are being distributed beginning on or about June 14, 2022 to all stockholders entitled to vote.

Voting Matters

Stockholders will be asked to vote on the following matters at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly submit your proxy with your voting instructions. You may do this over the Internet, as well as by telephone or mail. See “Frequently Asked Questions—8. Can I vote my shares without attending the Annual Meeting?”

Our Business

Kyndryl is the world’s largest IT infrastructure services provider. The Company designs, builds, manages and modernizes the complex, mission-critical information systems that the world depends on every day. Kyndryl’s approximately 90,000 employees serve over 4,000 customers in more than 60 countries around the world, including 75 percent of the Fortune 100 companies. On November 3, 2021, International Business Machines Corporation (IBM) completed the spin-off  (Separation or Spin-off) of the infrastructure services unit of its Global Technology Services segment through the distribution of shares of Kyndryl’s common stock to IBM stockholders. Kyndryl’s common stock began regular-way trading on the New York Stock Exchange (NYSE) on November 4, 2021. For more information, visit www.kyndryl.com.

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Our Commitment to ESG

Our environmental, social and governance (ESG) strategy is at the heart of our mission to become a purpose-driven company and employer of choice. Our business is centered around our people, our customers and our communities, and our strategy reflects our mission to emerge as an ESG leader to drive positive impact and business growth.

In less than a year as an independent company, Kyndryl has developed an ESG strategy that focuses on driving positive impacts in the communities where we live and work now and it lays a foundation for an ambitious impact in the future.

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Governance Highlights

Board of Directors

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Executive Compensation Highlights

Our executive compensation philosophy is governed by three key principles:

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Proposal 1—Election of Directors

Our Board currently consists of 10 members and, until the conclusion of our 2027 Annual Meeting of stockholders, will be divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of directors. The directors designated as Class I directors have terms expiring at the 2022 Annual Meeting, the directors designated as Class II directors have terms expiring at 2023 Annual Meeting and the directors designated as Class III directors have terms expiring at 2024 Annual Meeting. Any director elected at the 2022, 2023 or 2024 Annual Meeting will belong to the class whose term expires at such Annual Meeting and will hold office for a three-year term or until his or her successor has been duly elected and qualified.

Beginning at the 2025 Annual Meeting, and at each annual meeting thereafter, all of our directors up for election at such meeting will be elected annually and will hold office until the following Annual Meeting and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. Effective as of the conclusion of the 2027 Annual Meeting, our Board will therefore no longer be divided into three classes. This temporary classified Board structure is intended to provide continuity of leadership during Kyndryl’s first years of operation as an independent, public company.

Upon the recommendation of the Nominating and Governance Committee, the Board has considered and nominated the following slate of Class I nominees for a three-year term expiring at our 2025 Annual Meeting and until their successors are duly elected and qualified: Janina Kugel, Denis Machuel and Rahul N. Merchant.

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 Janina Kugel, Denis Machuel and Rahul N. Merchant. If any of these nominees ceases to be a candidate for election by the time of the 2022 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.

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Class I Director Nominees for Election to a 3-Year Term
Expiring in 2025

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Directors Continuing in Office

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KYNDRYL BOARD OF DIRECTORS—EXPERIENCE AND SKILLS

Kyndryl’s first Board of Directors brings together ten leaders with a variety of backgrounds in key industries and professions from a wide array of senior executive and leadership roles. Our directors empower our Board with operational experience, financial expertise and academic leadership, as well as extensive research and innovation experience. In addition, many of our directors have a background in facilitating technological change in their organizations and possess digital and cybersecurity experience. Together, they bring a well-rounded perspective and offer a wealth of knowledge for understanding and navigating contemporary business issues so that we can continue to focus on our growth as an independent company.

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​	Our first board brings great leadership skills, an international perspective and extensive transformation experience; they will be a great asset to our leaders and our customers as we begin our journey as an independent company.”	​
​	—MARTIN SCHROETER, CHAIRMAN & CEO	​

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Director Nomination Process

Our Nominating and Governance Committee is responsible for recommending qualified candidates for election to the Board, consistent with the criteria approved by the Board and set forth in our Board Corporate Governance Guidelines and Nominating and Governance Committee Charter. The Board is responsible for selecting nominees for election.

Our Nominating and Governance Committee and Board seek to ensure that the Board, as a whole, possesses the expertise, qualifications, attributes and skills to carry out its oversight responsibilities effectively and to align with our long-term strategies. Accordingly, our Board Corporate Governance Guidelines provide that individuals are selected to join the Board based on their business or professional experience, the diversity of their background, including gender and ethnicity, and their array of talents and perspectives.

Because the evaluation of these criteria involves the exercise of careful business judgment, the Nominating and Governance Committee and the Board do not have specific minimum qualifications that are applicable to all director candidates.

While neither the Board nor the Nominating and Governance Committee has a formal diversity policy, the charter of the Nominating and Governance Committee provides that, as part of its ongoing responsibility to search for qualified individuals for election as directors, the Committee actively identifies and recruits diverse candidates, including women and minority candidates. The Board and Nominating and Governance Committee carefully consider the importance of ethnic and gender diversity along with diversity of backgrounds and perspectives when evaluating whether the Board has the right mix of skills, experience and expertise to effectively oversee the management and governance of the Company.

The Nominating and Governance Committee and the Board identify candidates through a variety of means, including:

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In identifying prospective director candidates, the Nominating and Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Governance Committee also may, but is not required to, retain a third-party search firm in order to assist it in identifying qualified candidates. The Nominating and Governance Committee and the Board use the same criteria for evaluating director candidates regardless of the source of the referral.

The Nominating and Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the Securities and Exchange Commission (SEC) to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected.

All recommendations for nomination received by the Secretary that satisfy our bylaw requirements relating to director nominations will be presented to the Nominating and Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness and information requirements set forth in our bylaws. See “Frequently Asked Questions—18. How do I submit an item of business for the 2023 Annual Meeting?”

In addition, our bylaws permit a stockholder, or a group of up to 20 stockholders, that has continuously owned for three years at least 3% of the Company’s outstanding common stock, to nominate and include in the Company’s annual meeting proxy materials up to the greater of two directors or 20% of the number of directors to be elected at the annual meeting, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our bylaws, which are posted on our website at www.kyndryl.com. Stockholder requests to include stockholder-nominated directors in the Company’s proxy materials for our 2023 Annual Meeting of stockholders must be received by the Company no earlier than January 15, 2023 and no later than February 14, 2023.

Director Independence

Under our Board Corporate Governance Guidelines and NYSE rules, a director is not independent unless our Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries.

Our Board Corporate Governance Guidelines define independence in accordance with current NYSE standards for listed companies and require our Nominating and Governance Committee and our Board to review the independence of all directors at least annually.

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After review of all relevant facts and circumstances, our Board has affirmatively determined that each of Dominic J. Caruso, John D. Harris II, Stephen A.M. Hester, Shirley Ann Jackson, Janina Kugel, Denis Machuel, Rahul N. Merchant, Jana Schreuder and Howard I. Ungerleider is independent under the guidelines for director independence set forth in the Board Corporate Governance Guidelines and under all applicable NYSE rules, including with respect to committee membership.

In making its independence determinations, our Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires), including the various commercial transactions and relationships between IBM and/or us and our subsidiaries and the entities with which certain of our directors are or have been affiliated. The Board determined that the transactions identified were not material and did not affect the independence of any of our non-employee directors under either our Board Corporate Governance Guidelines or the applicable NYSE rules.

Director Attendance

All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the Annual Meeting of stockholders. Even though we only became an independent public company in November, the Board still held two meetings in 2021, while the Compensation Committee held two meetings and each of the Audit Committee and the Nominating and Governance Committee held one meeting. In 2021:

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Each director attended 75% or more of the total number of meetings of the Board and of the Committees on which each such director served; and

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Overall, our directors attended over 95% of the total number of meetings of the Board and of the Committees on which they served.

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Board Leadership Structure

Selecting a company’s leadership structure is one of the most important tasks of any Board. There is not a one-size-fits-all model for board leadership, which is why our bylaws provide that the Board has the duty to elect a Chairman of the Board from among its members annually. The Board believes that Kyndryl and its stockholders are best served by maintaining this flexibility and that a permanent leadership policy is not appropriate. Therefore, our governing documents enable the Board to determine the appropriate Board leadership structure for the Company and allow the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. Additionally, our Board Corporate Governance Guidelines provide for a Lead Independent Director whenever the Chairman of the Board is a non-independent director.

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Currently, Mr. Schroeter serves as Chairman of the Board and Chief Executive Officer. Combining the role of Chairman and Chief Executive Officer at this time ensures that the Chairman has significant experience in the technology services business and ongoing executive responsibility for the Company. In the Board’s view, this approach enables the Board to better understand the Company and work with management to enhance stockholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and allows the Chief Executive Officer to more effectively communicate the Board’s view to management.

The Lead Independent Director position is intended to provide strong, independent leadership for the Board. It is the opinion of the Board that Mr. Hester’s diverse, international executive leadership and public company board experience make him exceptionally qualified to lead the independent members of the Board in their oversight of management as Kyndryl establishes itself as an independent public company. Under our Board Corporate Governance Guidelines, Mr. Hester as the Lead Independent Director has significant and robust duties and responsibilities, including:

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presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors;

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serving as liaison between the Chair and the independent directors;

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approving information sent to the Board;

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approving meeting agendas for the Board;

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approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;

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authority to call meetings of the independent directors; and

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if requested by major stockholders, ensuring that he is available, as necessary after discussions with the Chairman and Chief Executive Officer, for consultation and direct communication.

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The Board considers its current leadership structure to be appropriate for the Company at this time. The Board believes that the responsibilities of the Lead Independent Director and the highly independent composition of the Board help to ensure appropriate oversight of the Company’s management by the Board and optimal functioning of the Board.

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Committees of the Board

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

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The Compensation Committee and Nominating and Governance Committee review their charters periodically and the Audit Committee reviews its charter annually to ensure such charters reflect evolving trends and best practices. The Charter of each committee can be found on our website, www.kyndryl.com under Investors: Governance: Governance Documents: Committee Charters.

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Compensation Committee Oversight of Kyndryl Compensation

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The Committee approves the individual salary, annual bonus and equity awards for our CEO and executive officers and approves the aggregate annual bonus and annual long-term equity award pools for employees who are not executive officers.

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The Committee considers the CEO’s review of each executive officer’s performance and recommendations with respect to his or her compensation.

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The Committee has authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Committee has engaged the services of Frederic W. Cook & Co. (“FW Cook”) as its independent compensation consultant. For a detailed discussion regarding the role of compensation consultants with respect to executive and director compensation, see “2021 Executive Compensation—Compensation Discussion and Analysis—​Executive Compensation Decision-Making and Oversight.”

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Pursuant to its charter and the Kyndryl Holdings, Inc. 2021 Long-Term Performance Plan, the Committee has delegated limited authority to each of the CEO and the Chief Human Resources Officer to make equity grants outside the annual equity grant process, or “off-cycle grants,” to employees and new hires who are not officers subject to Section 16 of the Exchange Act (Section 16 officers). The delegation is subject to a cap on the aggregate grant date values of equity that may be awarded to any individual and a cap on the aggregate grant date value of all awards pursuant to the delegation. Any “off-cycle grants” are reported to the Committee at the next regularly scheduled meeting following such awards.

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Pursuant to its charter, the Committee has delegated authority to a sub-committee comprised of the Chair of the Committee to make “off-cycle” grants in excess of the limits in the delegation to the CEO and Chief Human Resources Officer to employees and new hires who are not Section 16 officers. Any “off-cycle grants” are reported to the Committee at the next regularly scheduled meeting following such awards.

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Board and Committee Oversight of Strategy and Risk Management

The Board is responsible for the overall oversight of management in the execution of its responsibilities. In this oversight role, the Board regularly reviews the Company’s long-term business strategy and works with management to set the short-term and long-term strategic objectives of the Company and to monitor progress on those objectives.

One of the most important oversight responsibilities for our Board is with respect to risk management related to us and our business. The Board executes this oversight with a multi-tiered approach through oversight by the entire Board, as well as through its Audit Committee, Compensation Committee and Nominating and Governance Committee, each of which assists the Board in overseeing a part of our overall risk management and regularly reports to the Board, as discussed below. In that way, risk oversight responsibilities are shared by all committees of the Board, with each committee responsible for oversight of matters most aligned with the responsibilities set forth in its charter. We believe that allocating responsibility to a committee with relevant knowledge and experience provides a more focused and deeper oversight of risk.

Our senior leadership team is responsible for managing our enterprise risk management program. Responsibility for managing each of our highest priority risks is assigned to one or more members of our senior leadership team. Our enterprise risk management program is designed to identify, assess and manage our risk exposures and management regularly reports to the Board and its committees on our material operational, strategic and financial risks and plans to monitor, manage and mitigate these risks.

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The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices and risk exposures, including with respect to the integrity of our financial statements, our administrative and financial controls, our compliance with legal and regulatory requirements, our cybersecurity and data privacy controls and our enterprise risk management program. Through its regular meetings with management, including the finance, legal, internal audit and information security functions, the Audit Committee reviews and discusses all significant areas of our business and related risks and summarizes for the Board areas of risk, including cyber risk, and any mitigating factors. With respect to cyber matters, the Audit Committee receives regular updates from our Chief Information Officer and our full Board receives periodic updates from our Chief Information Security Officer, Chief Information Officer, Global Practice Leader, Security & Resiliency and Chief Privacy and Regulatory Officer.

The Compensation Committee considers, and discusses with management, management’s assessment of certain risks, including whether any risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. The Compensation Committee also reviews and assesses risks relating to our human capital practices. In this capacity, the Compensation Committee oversees executive succession planning, reviews the results of employee engagement surveys, oversees our ongoing diversity and inclusion initiatives and assesses the ability of our compensation programs to attract and retain the best, diverse talent.

The Nominating and Governance Committee oversees and evaluates programs and risks associated with Board organization, membership and structure and corporate governance, including director independence and related person transactions. The Nominating and Governance Committee also oversees and assesses risks associated with our corporate public responsibility initiatives, including our environmental and sustainability goals and initiatives.

Business Conduct Guidelines

Our code of ethics is our Business Conduct Guidelines. Our Business Conduct Guidelines are applicable to all of our directors, officers and employees, including our Chairman and Chief Executive Officer, Chief Financial Officer, Controller and other senior financial officers. Our Business Conduct Guidelines set forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. The Business Conduct Guidelines can be found on our website at www.kyndryl.com under Investors: Governance: Governance Documents: Corporate Governance: Business Conduct Guidelines.

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Board Corporate Governance Guidelines

Our Board Corporate Governance Guidelines assist the Board in guiding our governance practices. Our Board Corporate Governance Guidelines are periodically reviewed by the Nominating and Governance Committee, and any changes determined by the Nominating and Governance Committee to be appropriate in light of emerging governance practices or otherwise are submitted to the full Board for consideration. These guidelines describe the Board’s views in a number of areas, including:

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responsibilities and operations;

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director compensation and stock ownership;

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director orientation and continuing education;

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director access to management and independent advisers; and

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annual Board and committee evaluations.

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Our Board Corporate Governance Guidelines can be found on our website at www.kyndryl.com under Investors: Governance: Governance Documents: Corporate Governance: Corporate Governance Guidelines.

Communications with the Board

The method by which stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or with the Chair, can be found on our website at www.kyndryl.com, under Investors: Governance: Governance Documents: Contact the Board of Directors.

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Our ESG Strategy

We believe that operating responsibly provides opportunities to grow our business, attract and retain top talent, deepen partnerships and customer collaborations and create a more sustainable and inclusive future for the people in the communities where we operate. The table below highlights our 2022 priority objectives across our ESG domains.

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100% of the non-exempted* active full-time employees as of January 14, 2022 completed the BCG Program. Employees on leave of absence, extended sickness or accident leave, pending termination of employment or similar circumstances may be exempted.

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As part of becoming an independent, public company, Kyndryl quickly established Board and Board committee oversight over ESG matters to ensure continued cross-functional alignment and accountability in reaching our ESG goals. The Board has established the oversight structure below to support management’s development and execution of our ESG strategy, which has the full support of our CEO and senior management.

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Certain Relationships and Related Party Transactions

The Board has adopted a written Policy on Related Person Transactions to assist it in reviewing, approving and ratifying related person transactions and to assist us in the preparation of related disclosures required by the SEC.

The Policy on Related Person Transactions does not prohibit related person transactions covered by the policy, but provides that such transactions must be reviewed, approved or ratified and disclosed in accordance with the SEC’s rules regarding related person transactions.

Under our Policy on Related Person Transactions, information about transactions involving related persons is assessed by the independent directors on our Board. Related persons include our directors and executive officers, as well as immediate family members of directors and officers, and beneficial owners of more than five percent of our common stock. If the determination is made that a related person has a material interest in any transaction with the Company, then our independent directors will review, approve or ratify it, and the transaction is required to be disclosed in accordance with the SEC rules. If the related person at issue is a director, or a family member of a director, then that director may not participate in those discussions. In general, we are of the view that the following transactions with related persons are not significant to investors because they take place under our standard policies and procedures: the sale or purchase of products or services in the ordinary course of business and on an arm’s-length basis; the employment by us where the compensation and other terms of employment are determined on a basis consistent with our human resources policies; and any grants or contributions made by us under one of our grant programs and in accordance with our corporate contributions guidelines.

In addition to our Policy on Related Person Transactions, our Business Conduct Guidelines require that all employees, officers and directors avoid any situation that involves or appears to involve a conflict of interest between their personal and professional relationships. Our Audit Committee provides oversight regarding compliance with our Business Conduct Guidelines. Our Business Conduct Guidelines also require that all employees seek approval from senior management and Kyndryl counsel prior to accepting membership on the board of directors, advisory board, advisory council or similar position at another company.

In order to govern the ongoing relationships between us and IBM after the Spin-off and to facilitate an orderly transition, we and IBM entered into agreements providing for various services and rights following the Spin-off, and under which we and IBM agreed to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we entered into with IBM.

Separation and Distribution Agreement

We entered into a Separation and Distribution Agreement with IBM in advance of the distribution in the amount of one share of our common stock for every five shares of IBM common stock (Distribution). The Separation and Distribution Agreement sets forth our agreements with IBM regarding the principal actions to be taken in connection with the Spin-off. It also sets forth other agreements that govern certain aspects of our ongoing relationship with IBM following the Spin-off and contains terms governing the allocation of legal claims and liabilities, the release of claims between us and IBM and the indemnification obligations following the Distribution.

Transition Services Agreement

We entered into a Transition Services Agreement pursuant to which IBM will provide us with certain specified services for a limited time to ensure an orderly transition following the Distribution. The services IBM will

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provide predominantly consist of information technology services, among others. The services are generally intended to be provided for a period no longer than two years following the Distribution. Each party may terminate the agreement in its entirety in the event of a material breach of the agreement by the other party that is not cured within a specified time period. We may also terminate the services on an individual basis upon prior written notice to IBM, provided that a partial termination of a service will require mutual agreement between us and IBM. The Transition Services Agreement provides for customary indemnification and limits on liability. Given the short-term nature of the Transition Services Agreement, we are in the process of increasing our internal capabilities to eliminate reliance on IBM for the transition services. During the year ended December 31, 2021, we paid IBM $60 million in fees pursuant to the Transition Services Agreement. During the three months ended March 31, 2022, we paid IBM $113 million in fees pursuant to the Transition Services Agreement.

Tax Matters Agreement

We entered into a Tax Matters Agreement with IBM that governs the respective rights, responsibilities and obligations of IBM and us after the Distribution with respect to all tax matters (including tax liabilities, tax attributes, tax returns and tax contests). The Tax Matters Agreement imposes certain indemnification obligations to IBM on us and certain restrictions on us and our subsidiaries that are designed to preserve the tax-free status of the Spin-off and related transactions. These restrictions may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable.

Employee Matters Agreement

We entered into an Employee Matters Agreement with IBM that addresses employment and employee compensation and benefits matters. The Employee Matters Agreement addresses the allocation and treatment of assets and liabilities relating to employees and compensation and benefit plans and programs in which our employees participated prior to the Spin-off, including the treatment of outstanding incentive awards and certain retirement and welfare obligations, both inside and outside of the United States. The Employee Matters Agreement also imposes obligations on us to establish certain compensation and benefit plans for the benefit of our employees following the Spin-off.

In addition, the Employee Matters Agreement provides that we indemnify IBM for certain employee-related liabilities associated with the failure to establish benefit plans or in connection with joint-employer liability claims by our employees.

Agreements Governing Intellectual Property

Allocation of Intellectual Property

The agreements we entered into with IBM governing intellectual property provide for (i) us to own certain specified patents and patent applications, trademarks, domain names, copyrights in proprietary software and documentation, database rights and certain other intellectual property rights solely developed by or exclusively related to our business and (ii) IBM to retain any of its other intellectual property rights related to our business. Intellectual property rights were generally allocated to us if those rights were solely developed by our business (including with respect to software, database rights and certain other technologies) or are exclusively related to our business. Any intellectual property and technologies that are not allocated to us will be retained by IBM.

Intellectual Property Agreement

We entered into an Intellectual Property Agreement with IBM, pursuant to which IBM granted us perpetual and irrevocable, non-exclusive, royalty-free licenses to certain proprietary software and documentation,

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databases, trade secrets and certain other intellectual property rights (excluding patents and trademarks) that are used in our business but are being retained by IBM. The foregoing licenses exclude IBM’s commercial software, which is subject to IBM’s standard commercial terms if we choose to use it in our business. Additionally, we granted to IBM perpetual and irrevocable, non-exclusive, royalty-free licenses to certain proprietary software and documentation, databases, trade secrets and certain other intellectual property rights (excluding patents and trademarks) that were allocated to us (other than certain restricted software and research assets, to which IBM was granted limited or no rights). In addition, pursuant to the Intellectual Property Agreement, we are permitted to continue using certain of IBM’s trademarks, trade names and service marks with respect to the “IBM” brands in connection with certain limited transitional uses. The permitted transitional uses generally do not exceed one to two years. The Intellectual Property Agreement also provides that we will use commercially reasonable efforts to cease using such IBM trademarks as soon as reasonably practicable.

Other Intellectual Property Arrangements

We entered into a patent cross-license agreement with IBM, pursuant to which we granted to IBM, and IBM granted to us, a non-exclusive, worldwide, fully paid-up license to our respective patent portfolios as of the Spin-off. The license will continue until the expiration of the last to expire of the licensed patents, unless earlier terminated. IBM will also separately be licensed under any patents issuing from applications we file based on invention disclosures assigned to us in the Spin-off.

In addition, we were granted licenses under certain of IBM’s patent cross-license agreements with third parties that have been identified as being relevant to our business, and IBM will work together with us to extend us rights under these agreements to the extent permitted thereunder.

We also entered into a research master collaboration agreement with IBM, setting forth the general terms and conditions applicable to certain, to be determined, joint research projects between us and IBM’s Research Division.

Real Estate Matters Agreement

We entered into a Real Estate Matters Agreement with IBM that governs the allocation and transfer of real estate between IBM and Kyndryl and the colocation of IBM and Kyndryl following the Spin-off. Real estate assets were predominantly allocated such that properties with greater than 50% occupancy by one company are allocated in full to such company and the non-majority company moves to another location, except that the non-majority company is not required to vacate earlier than the expiration date of any applicable lease or sublease entered into pursuant to the Real Estate Matters Agreement.

Commercial Arrangements

We also entered into commercial arrangements with IBM. We entered into an IBM International Client Relationship Agreement with IBM that governs transactions by which we may order from IBM its branded programs, services and products and third-party products and services for use in our internal business and to service our customers.

We also entered into a Master Subcontracting Framework Agreement with IBM that governs relationships where either we or IBM can serve as the prime contractor or subcontractor with respect to a particular customer. The Master Subcontracting Framework Agreement (i) sets forth the general principles by which we and IBM may establish subcontracting relationships, (ii) provides a template for developing the subcontract for each particular engagement and (iii) establishes standard terms and approaches to be applied in the ordinary course of subcontracting between us and IBM.

During the year ended December 31, 2021, we incurred costs of  $3.9 billion pursuant to these commercial arrangements. During the three months ended March 31, 2022, we incurred costs of  $874 million pursuant to these commercial arrangements.

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Stockholder Registration Rights Agreement

We entered into a Stockholder and Registration Rights Agreement with IBM pursuant to which we agreed that, upon the request of IBM, subject to certain limitations, we will use our reasonable best efforts to effect the registration under applicable federal or state securities laws of any shares of our common stock retained by IBM; the agreement also contains customary “piggyback” registration rights. We are generally responsible for all registration expenses in connection with the performance of our obligations under the registration rights provisions in the agreement, and IBM will be responsible for its own internal fees and expenses, any applicable underwriting discounts or commissions and any stock transfer taxes. The agreement also contains customary indemnification and contribution provisions by us for the benefit of IBM and, in limited situations, by IBM for the benefit of us with respect to the information provided by IBM included in any registration statement, prospectus or related document. In addition, IBM agreed to vote the shares of our common stock that it retained immediately after the Distribution in proportion to the votes cast by our other stockholders. In connection with such agreement, IBM granted us a proxy to vote its shares of our retained common stock in such proportion. As a result, IBM will not be able to exert any control over us through the shares of our common stock it retains. Such proxy, however, will be automatically revoked as to a particular share upon any sale or transfer of such share from IBM to a person other than IBM, and neither the Stockholder and Registration Rights Agreement nor proxy limits or prohibits any such sale or transfer.

Guarantee Agreements

In October 2021, IBM entered into guarantee agreements pursuant to which IBM initially guaranteed on a senior unsecured basis

(i)

$700 million aggregate principal amount of our 2.050% Senior Notes due 2026,

​

(ii)

$500 million aggregate principal amount of our 2.700% Senior Notes due 2028,

​

(iii)

$650 million aggregate principal amount of our 3.150% Senior Notes due 2031,

​

(iv)

$550 million aggregate principal amount of our 4.100% Senior Notes due 2041 and

​

(v)

$500 million in borrowings under our term loan credit agreement.

​

IBM was automatically and unconditionally released and discharged from all obligations under these guarantee agreements at the time the Spin-off was completed.

From time to time, we may have employees who are related to our executive officers or directors. The daughter of Elly Keinan (our Group President), was an IBM employee for a portion of 2021 and transferred to Kyndryl to hold a non-executive position until December 31, 2021, when she left Kyndryl. She received compensation of  $128,900 in 2021. Her compensation and other terms of employment were determined on a basis consistent with our human resources policies and industry practices.

Director Compensation

Our Board has adopted a director compensation program, as described below, pursuant to which each of our non-employee directors will receive 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, who served as Chairman and CEO during 2021, did 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 its committees, and an

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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.

The program is designed to enable continued attraction and retention of highly qualified directors and to address the time, effort and accountability required by active board membership. Director compensation will be periodically reviewed by the Nominating and Governance Committee and the Board, usually on an annual basis.

The cash retainer is paid in installments and prorated for partial years of service. The RSU grant has an annual target value of  $200,000 and fully vests on the first anniversary of the date of grant. Accordingly, in December 2021, we granted each of our non-employee directors 10,990 RSUs that vest in full on the first anniversary of the grant date, subject to the director’s continued service through such date.

Our directors are subject to the Stock Ownership Guidelines described under “2021 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.

The table below sets forth information regarding the compensation of each of our non-employee directors for the fiscal year ended December 31, 2021.