{"url_path":"/sec/kd/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1867072/0001104659-26-080558-index.html","accession_number":"0001104659-26-080558","cik":"0001867072","ticker":"KD","issuer_name":"Kyndryl Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1867072/0001104659-26-080558-index.html","primary_entity_key":"0001867072","primary_entity_name":"Kyndryl Holdings, Inc."},"word_count":616,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nOn July 1, 2026, the Board of Directors (the\n“Board”) of Kyndryl Holdings, Inc. (the “Company”) appointed Ellen Johnson as Chief Financial Officer of\nthe Company, effective the day after the Company files its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026\n(the “Effective Date”). Ms. Johnson will commence her employment with the Company on July 20, 2026, prior to such\nfiling, to ensure a smooth transition of responsibilities.\n\n \n\nMs. Johnson, 60, previously served from 2020\nto 2025 as executive vice president and chief financial officer of Interpublic Group of Companies, Inc. (“IPG”), a global\nadvertising and marketing company that was recently acquired by Omnicom Group Inc. Since joining IPG in 2000, she served in several senior\nfinance leadership positions, including as chief financial officer of IPG Mediabrands from 2018 to 2020, senior vice president of finance\nand treasurer from 2013 to 2020, senior vice president and treasurer from 2004 to 2013, and assistant treasurer, international from 2000\nto 2004. Ms. Johnson also recently served as an advisor in residence for the EY Center for Executive Leadership, an executive leadership\nadvisory program, from 2025 to 2026, and she currently serves on the board of directors of Nexstar Media Group, Inc., a media company.\nMs. Johnson received her MBA in finance from New York University Stern School of Business, and her Bachelor of Science degree in\naccounting, with a minor in business, from State University of New York at Albany.\n\n \n\nMs. Johnson does not have any family relationship\nwith any of the Company’s executive officers or directors, and there are no arrangements or understandings between Ms. Johnson\nand any persons pursuant to which she was appointed as an officer of the Company. In addition, there have been no transactions involving\nMs. Johnson that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act\nof 1934, as amended.\n\n \n\nIn connection with the appointment of Ms. Johnson,\nthe Compensation and Human Capital Committee of the Board set her annual base salary at $1,000,000, with an annual target incentive opportunity\nof 125% of base salary. Ms. Johnson’s annual incentive award payout will be prorated for the fiscal year ended March 31,\n2027 (“fiscal 2027”), based on months of service, and will be determined by achievement of the Company’s pre-established\nperformance goals. Ms. Johnson will also be eligible to participate in the Company’s long-term incentive (“LTI”)\nprogram and is expected to receive a fiscal 2027 LTI award with a target grant value of $4,500,000, of which 65% will be delivered in\nthe form of performance share units (“PSUs”) and 35% will be delivered in time-vesting restricted stock units (“RSUs”).\nThe RSU award will vest in four equal annual installments beginning on the first anniversary of the grant date, and the PSUs will vest\nsubject to the achievement of the Company’s pre-established performance criteria over a three-year performance period. Ms. Johnson\nwill also receive a special sign-on RSU grant with a grant date value of $1,500,000 that will vest in three equal annual installments\nbeginning on the first anniversary of the grant date.\n\n \n\nUpon the Effective Date, Ms. Johnson will\nsucceed Harsh Chugh, the Company’s current Interim Chief Financial Officer. Mr. Chugh will remain at the Company after the\nEffective Date and assist with the transition.\n\n \n\nAdditionally, on July 1, 2026, the Board appointed\nAndrew Bonzani as General Counsel and Secretary of the Company, effective immediately. Mr. Bonzani succeeds Mark Ringes, who served\nas the Company’s Interim General Counsel and Secretary and returns to his role as Deputy General Counsel."}