Dominic J. Caruso
Kyndryl HoldingsAbout Dominic J. Caruso
Independent director since 2021; age 67. Retired Executive Vice President and Chief Financial Officer of Johnson & Johnson (2007–2018). Currently serves as Audit Committee Chair at Kyndryl; brings deep financial expertise and global operating experience relevant to financial reporting, controls, and enterprise risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Executive Vice President & Chief Financial Officer | 2007–2018 | Led global finance, disclosure policy, and oversight of financial reporting |
| Johnson & Johnson | Various executive roles | 1999–2007 | Progressed into senior leadership prior to CFO appointment |
| Centocor, Inc. | Vice President, Finance & CFO; Senior Vice President & CFO | 1994–1999 | CFO roles through acquisition by J&J in 1999 |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| McKesson Corporation | Director | Current | Public company board experience; cited as outside board role |
| U.S. Chamber of Commerce Global Initiative on Health and the Economy | Co-Chair | Prior | Affiliation with leading public policy association |
| Cystic Fibrosis Foundation | Board of Trustees | Current | Non-profit governance |
| Children’s Hospital of Philadelphia | Trustee Emeritus | Current | Non-profit affiliation |
Board Governance
- Committee assignments: Audit Committee Chair; the Audit Committee met 6 times in fiscal 2025, and Kyndryl’s committees collectively met 16 times .
- Independence: Board affirmatively determined Caruso is independent under NYSE and company guidelines (including committee eligibility) .
- Attendance: The Board met 6 times in fiscal 2025; each director attended 100% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee oversight (selected responsibilities): selects and oversees the independent auditor; pre-approves audit firm services; reviews accounting changes; oversees internal audit effectiveness and internal controls; reviews cybersecurity/data privacy oversight; meets with management before earnings releases; recommends inclusion of audited financials in 10-K .
Fixed Compensation (Director)
| Fiscal Year | Cash Fees ($) | Notes |
|---|---|---|
| FY2025 | 155,000 | Includes annual cash retainer plus Audit Committee chair fee; audit chair annual retainer is $30,000 . |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | Jul 25, 2024 | 7,787 | 210,015 | Full vest on Jul 25, 2025, subject to continued service | Annual target value $210,000; RSUs align interests with stockholders . |
- Performance metrics: Director equity grants are time-based RSUs with no performance metrics; directors must retain 100% of shares underlying RSUs (net of taxes) until meeting stock ownership guidelines; as of Mar 31, 2025, all directors met guidelines .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and executive officers .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Notes |
|---|---|---|---|
| McKesson Corporation | Director | Not disclosed | Public company directorship; no related-party transactions disclosed at Kyndryl since Apr 1, 2024 . |
Expertise & Qualifications
- Financial expertise: Former CFO of Johnson & Johnson; direct involvement in financial statement preparation and disclosure policy; experience as chair of another public company audit committee (not named) .
- Global business experience: Long-tenured CFO in global healthcare; prior leadership roles at J&J and Centocor .
- Risk oversight: Experience aligned with audit responsibilities including internal controls and cybersecurity oversight .
Equity Ownership
| Holder | Common Shares Owned | Options/RSUs Vesting Within 60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Dominic J. Caruso | 46,003 | 7,787 RSUs (vest Jul 25, 2025) | 53,790 | Less than 1% (no director ≥1%) |
- Group ownership: Directors and executive officers as a group owned ~2% including shares acquirable within 60 days .
- Pledging/hedging: Prohibited by Securities Trading Policy .
Governance Assessment
- Strengths for investor confidence:
- Independence and 100% attendance signal high engagement and board effectiveness .
- Audit Committee Chair with extensive CFO background; robust audit oversight including cybersecurity and auditor independence; committee issued standard audit report affirming inclusion of audited financials in 10-K .
- Compensation alignment for directors uses equity RSUs with mandatory retention until guideline compliance; all directors compliant as of Mar 31, 2025 .
- No related-person transactions requiring disclosure since Apr 1, 2024; mitigates conflict-of-interest risk .
- Watchpoints:
- External public board role (McKesson): maintain monitoring for any business relationships that could create related-party exposure; current proxy indicates none material or requiring disclosure .
- Ensure continued adherence to hedging/pledging prohibitions and clawback policies; policies are robust and aligned with NYSE/SEC standards .
Director Compensation Mix (FY2025)
- Cash: $155,000; Equity RSU grant-date fair value: $210,015; Total: $365,015 .
- Indicative mix: ~42% cash / ~58% equity based on reported values .
Committee Meetings (FY2025)
- Audit: 6; Compensation & Human Capital: 6; Nominating & Governance: 4; Board: 6; Caruso attended 100% of applicable meetings .
Independence & Lead Oversight Context
- Board confirmed independence, including committee service eligibility .
- Lead Independent Director role exists and is active; executive sessions led by LID or committee chairs; relevant for independent oversight with combined Chair/CEO structure .