Denis Machuel
Kyndryl HoldingsAbout Denis Machuel
Independent director at Kyndryl Holdings, Inc. since 2021; age 61. Currently Chief Executive Officer of The Adecco Group (since 2022), and previously CEO of Sodexo S.A. (2018–2021) with prior roles including Chief Digital Officer and Deputy CEO. Brings global operating expertise and technology/digital transformation credentials; serves on Kyndryl’s Audit Committee. Classified as independent under NYSE standards; attended 100% of Board and committee meetings in Kyndryl’s FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Adecco Group | Chief Executive Officer | 2022–present | CEO of a leading HR and staffing firm; global operating leadership . |
| Sodexo S.A. | Chief Executive Officer | 2018–2021 | Led multinational services organization; top-line and transformation oversight . |
| Sodexo S.A. | Deputy CEO | 2017–2018 | Group-level operating leadership alongside CDO responsibilities . |
| Sodexo S.A. | Chief Digital Officer | 2015–2018 | Led technology and digital initiatives; cybersecurity and data responsibilities . |
| Sodexo S.A. | CEO, Personal & Home Services | 2016–2017 | Segment CEO; operational P&L leadership . |
| Sodexo S.A. | CEO, Benefits & Rewards Worldwide | 2012–2015 | Global product-line leadership . |
| Sodexo | Managing Director, Benefits & Rewards, CEE | 2007–2012 | Regional leadership in Central & Eastern Europe . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Business for Inclusive Growth (G7 B4IG) | Member | Historical | Business/public policy coalition participation . |
| Consumer Goods Forum | Member | Historical | Global industry forum participation . |
No current public-company directorships are disclosed for Mr. Machuel in Kyndryl’s 2025 Proxy Statement .
Board Governance
- Committee assignments: Audit Committee member (not Chair) .
- Audit Committee profile: Oversees financial reporting, internal controls, ERM, and cybersecurity; membership limited to independent directors. Committee met 6 times in FY2025 .
- Attendance and engagement: 100% attendance by all directors at Board and committee meetings in FY2025; all 10 directors attended the 2024 Annual Meeting .
- Independence: Board determined Mr. Machuel is independent (and eligible for committee service) under NYSE and Kyndryl guidelines .
- Time/overboarding controls: N&G reviews outside commitments; no “overboarded” directors; Audit Committee service limited by policy (≤3 audit committees absent approval) .
- Executive sessions and leadership: Lead Independent Director role established; robust responsibilities for independent oversight .
- Related-party/Conflicts: Policy requires review/approval of related-person transactions; none requiring disclosure since April 1, 2024 .
Fixed Compensation (Director)
| Component | FY2025 Amount/Detail | Vesting/Terms | Notes |
|---|---|---|---|
| Cash retainer | $125,000 (fees earned by Machuel) | N/A | As reported for FY2025 non-employee directors; paid in installments . |
| Additional retainers (context) | Lead Independent Director: $60,000; Audit Chair: $30,000; CHC Chair: $22,500; N&G Chair: $22,500 | N/A | Role-based cash premia; Machuel is not a chair . |
| Annual equity (RSUs) | $210,015 grant-date fair value; 7,787 RSUs granted July 25, 2024 | Vest in full July 25, 2025 (or next annual meeting ≥50 weeks) | Standard grant to non-employee directors; subject to continued service . |
| Stock ownership guideline | 5× annual cash retainer | Retain 100% of net shares until met | All directors met the guideline as of March 31, 2025 . |
Performance Compensation (Director)
| Element | Performance Metrics | Payout Linkage |
|---|---|---|
| Director equity awards | None (time-based RSUs only) | No performance metrics disclosed for non-employee director grants . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Machuel in the 2025 Proxy . |
| Committee roles at other public boards | Not disclosed . |
| Potential interlocks (customers/suppliers/competitors) | Not disclosed; related-party transactions policy in place; none requiring disclosure since 4/1/2024 . |
Expertise & Qualifications
- Global operating leadership as CEO of Adecco and former CEO of Sodexo; prior Chief Digital Officer experience evidences technology/cyber/digital acumen .
- Policy/industry engagement via G7 Business for Inclusive Growth and Consumer Goods Forum .
- Audit Committee member with CEO-level oversight of finance and reporting processes .
Equity Ownership
| Holder | Shares Owned | Options/RSUs Vesting Within 60 Days | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Denis Machuel | 44,887 | 7,787 | 52,674 | Less than 1% of shares outstanding; totals per June 3, 2025 table . |
- Hedging/pledging: Prohibited for directors under Kyndryl’s Securities Trading Policy .
- Trading controls: Pre-clearance and window periods apply .
- Ownership guideline: 5× cash retainer; all directors compliant as of March 31, 2025 .
Governance Assessment
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Strengths for investor confidence
- Independent director; Audit Committee member with strong global operating and digital credentials .
- 100% attendance in FY2025; indicates high engagement .
- Clear alignment through annual RSU grant and stock ownership guideline; all directors compliant; hedging/pledging prohibited .
- Robust related-party oversight; no related-person transactions requiring disclosure since April 1, 2024 .
- Board-wide shareholder-friendly practices: majority voting with resignation policy; proxy access; no poison pill; phasing out staggered board; no supermajority provisions .
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Potential watch items
- External CEO role (Adecco) implies meaningful time demands; however, Board states no “overboarded” directors and vets outside commitments annually .
- As an Audit Committee member, independence affirmed under NYSE rules; continue to monitor any Adecco–Kyndryl relationships; none disclosed to date .
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Shareholder sentiment signal (context)
- Say-on-pay support 96% in 2024, suggesting constructive investor engagement and compensation governance credibility at the board level .