David Wyshner

About David Wyshner

David B. Wyshner, 58, has served as Kyndryl’s Chief Financial Officer since 2021; he previously was CFO of XPO Logistics, Wyndham Hotels & Resorts (and its predecessor Wyndham Worldwide), and Avis Budget Group, and holds an MBA from Wharton and a BA in applied mathematics from Yale . Under his tenure, Kyndryl reported FY2025 revenue of $15.1B (−6% YoY; −4% cc), adjusted EBITDA of $2.5B (+6% YoY), adjusted operating cash flow of $968M (+20% YoY), and achieved a three‑year TSR of ~150% (top decile vs S&P MidCap 400), with signings up 46% to $18.2B, and a return to constant-currency revenue growth in 4Q FY2025 .

Past Roles

Fixed Compensation

Notes:

• Target short‑term incentive unchanged at 125% of base for CFO in FY2025; payout was 118.4% of target pool, translating to $1.27M for Wyshner .

Performance Compensation

Annual Incentive (FY2025 design and attainment)

• CFO FY2025 bonus: $1,266,829 (reflects 118.4% on his prorated target) .

Long‑Term Incentive (granted June 3, 2024 for FY2025–FY2027 cycle)

Design: 65% PSUs and 35% RSUs; PSUs measured on 3‑year Adjusted Operating Cash Flow (50%), Total Signings (25%), and Relative TSR vs S&P MidCap 400 (25%) with payout caps/modifiers; RSUs vest ratably over four years .

Recent PSU outcome (FY2023–FY2025 performance cycle): Weighted PSU payout at 110% of target; CFO earned 259,208 PSUs across components (AOCF at 110%, Signings at 34%, Relative TSR at 200%) .

Launch PSUs (stock‑price hurdles, granted Dec 2021): Tier 1 (1.25× initial price) achieved in July 2024; CFO earned 57,970 of 115,939 target shares; remainder forfeited .

Equity Ownership & Alignment

Beneficial Ownership and Near‑Term Vesting (as of June 3, 2025)

• Stock ownership guidelines: 3× base salary for NEOs (5‑year compliance horizon); all NEOs met requirements as of 3/31/2025 .
• Hedging/pledging prohibited for directors and executive officers .
• Insider trading policy with pre‑clearance and trading windows; executives restricted around earnings .

Outstanding Awards and Key Terms (as of March 31, 2025)

Vested in FY2025: CFO had 236,995 shares vest (RSUs/PSUs), with $6,657,302 value realized on vesting (SCT methodology); no option exercises reported in FY2025 .

Employment Terms

• Plan architecture and governance

  • No multi‑year employment agreements; severance and equity governed by Company plans .
  • Independent compensation consultant (FW Cook); peer benchmarking used for context but no strict percentile targeting; peer group includes Accenture, Cognizant, DXC, HPE, ADP, FIS, Fiserv, Marsh & McLennan, Aon, Cisco, Salesforce, Jacobs, SAIC, Leidos; VMware removed; Jacobs added in FY2025 .

• Severance and Change‑in‑Control (CIC)

  • Standard termination without Cause: pro‑rata bonus (actual), 18 months base salary, 18 months health benefits, outplacement; double‑trigger CIC termination adds 1.5× target bonus plus financial advisory services .
  • CFO indicative values (as of 3/31/2025):
    • Covered termination cash severance $2,566,204; benefits $51,992; financial advisory $7,500; outplacement $3,355 .
    • CIC covered termination cash severance $4,006,406; equity acceleration value $19,355,207; benefits $51,992; financial advisory $7,500; outplacement $3,355 .
  • Equity treatment: double‑trigger vesting/acceleration on CIC if awards continued by acquirer and termination occurs within 24 months; alternative acceleration/cash‑out if not assumed; performance awards settle at target or actual as determined by CHC Committee .

• Post‑employment covenants

  • Non‑compete and non‑solicit generally 12 months post‑termination (non‑compete extends to 24 months if continuing RSU vesting applies; non‑solicit two years upon “retirement” under plan) .
  • Qualifying retirement (≥55 years and ≥10 years service; IBM service counts for spin‑offs) allows continued RSU vesting if conditions met .

• Clawbacks, hedging/pledging

  • SEC/NYSE‑compliant financial restatement clawback plus supplemental misconduct clawback covering bonuses and all equity; plan also permits rescission of awards for “Detrimental Activity” within a two‑year window after payout .
  • Prohibition on hedging and pledging company stock for directors/executives ; policy originally adopted in Dec 2021 and remains robust .

• Perquisites/benefits and deferred comp

  • Limited perqs; CFO receives financial planning services; no tax gross‑ups; executives pay taxes on perqs .
  • 401(k) match for CFO was $10,350 in FY2025 .
  • Kyndryl Excess Plan: CFO had no contributions in FY2025 (table shows “—” for CFO); overall plan details provided; IBM Excess balances not applicable to CFO .
  • No defined benefit pension; no above‑market deferred comp earnings .

• Related‑party transactions

  • No related person transactions requiring disclosure since April 1, 2024 .

Compensation Structure Analysis

• Pay mix and design: Majority of CFO pay is variable and at‑risk; NEOs at target have ~65% performance‑based and 75–90% variable pay; LTI is 65% PSUs/35% RSUs; robust stock ownership (3× salary) and clawbacks reinforce alignment .
• FY2025 cash incentive paid at 118.4% on corporate metrics, reflecting EBITDA outperformance and revenue slightly below target; ESG/citizenship component paid at target .
• FY2026 PSU design simplified: cumulative 3‑yr AOCF with Relative TSR as a modifier; removed Signings to emphasize cash generation and growth phase .
• Say‑on‑Pay support strong: ~96% approval in 2024; no material adverse shareholder feedback reported .

CFO Compensation Trend (Summary Compensation Table)

Performance & Track Record

• Company progress under CFO: FY2025 revenue $15.1B, with sequential improvement and return to cc growth in 4Q; adjusted EBITDA $2.5B (+6%); adjusted operating cash flow $968M (+20%); signings $18.2B (+46% YoY), reflecting stronger forward profit profile .
• CFO commentary highlights: sustained high‑margin signings driving future margin expansion; gross‑profit book‑to‑bill >1.0 across multiple periods; visibility supported by bid‑to‑bid realization trends .

Vesting Schedules and Insider Selling Pressure

• Near‑term scheduled supply: 59,150 RSUs vest within 60 days of June 3, 2025; 183,442 options already exercisable (strike $17.78, expiring 12/16/2031); additional RSUs/PSUs vest on 8/1/2025, 12/16/2025 and annually thereafter, subject to service/performance .
• Policy mitigants: strict trading windows with pre‑clearance; prohibition on hedging/pledging; robust clawbacks .

Investment Implications

• Pay‑for‑performance alignment is strong: majority variable pay, multi‑year PSU metrics anchored in cash flow, relative TSR cap, and 3× salary ownership requirement; 2024 Say‑on‑Pay support at 96% reduces governance risk .
• Retention risk appears contained: sizable unvested RSUs/PSUs with multi‑year vesting; severance/CIC terms are market‑standard with double‑trigger equity acceleration, non‑compete/non‑solicit protections, and no tax gross‑ups .
• Potential selling pressure: meaningful scheduled RSU/PSU vesting and in‑the‑money options could add episodic supply in open windows, though policy restrictions and ownership guidelines temper short‑term monetization .
• Execution track record: TSR of ~150% over three years (top decile), rising adjusted EBITDA and operating cash flow, and a healthier signings mix support the thesis that incentive structures are driving improved fundamentals under the CFO’s stewardship .