Edward Sebold

About Edward Sebold

Edward Sebold is General Counsel and Secretary of Kyndryl Holdings, Inc. (KD), appointed effective November 3, 2021; he was 56 at appointment per the Company’s initial 8‑K roster, and continues to serve in that role . Company performance during fiscal 2025 featured adjusted EBITDA of $2,559 million and net income of $252 million, while KD’s pay‑vs‑performance TSR index value rose to 119 (vs peer group 102), underscoring positive value creation over the period . Fiscal 2025 annual bonus metrics were met above target on adjusted EBITDA ($2.6B result vs $2.5B target), with revenue slightly below target ($15.2B vs $15.3B), yielding a weighted payout of 118.4% . KD’s long‑term PSU program (FY2023–FY2025) paid out at a weighted 110% based on 104% AOCF attainment, 83% signings, and 97th percentile relative TSR, with PSUs earned disclosed per executive .

Education and detailed pre‑Kyndryl biography were referenced to the Information Statement but not disclosed in the proxy materials cited here .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

KD’s “Launch PSUs” vested 50% after share price exceeded 1.25x the $19.338 initial price (Tier 1) in July 2024; Edward Sebold earned 21,739 Launch PSUs, remainder forfeited .

Equity Ownership & Alignment

• Stock ownership guidelines: 3x base salary for NEOs; retain 100% of shares until met; unexercised options and unvested PSUs excluded from compliance; KD states all NEOs meet the guidelines .
• Hedging and pledging prohibited for directors and executive officers .
• Trading policy uses pre‑clearance and quarterly trading windows to mitigate insider trading risks .

Employment Terms

• No multi‑year employment agreements; executives are covered by KD’s Severance Plan and restrictive covenants .
• Non‑compete: during employment and 12 months post‑termination (24 months if qualifying retirement for continued RSU vesting); non‑solicit: 12 months (two years if retirement under Severance Plan) .
• Clawbacks: SEC‑compliant financial restatement clawback plus supplemental misconduct/restatement clawback applicable to NEOs; LTPP allows rescission for “Detrimental Activity” and prohibits hedging/pledging .

• Plan design is double‑trigger; KD states no single‑trigger CIC equity vesting or severance .

Multi‑Year Compensation

Deferred Compensation and Pensions

• KD provides no above‑market earnings; balances fully vested; distributions per elections and 409A compliance .
• KD states no participation in defined benefit pensions during FY 2025 .

Performance & Track Record

• FY2025 annual bonus pooled at 118.4% with non‑use of discretion; targets set above FY2024 adjusted EBITDA by >4% to reinforce profitability focus .
• KD’s 2024 say‑on‑pay passed with ~96% support, indicating broad shareholder alignment with program design .

Compensation Structure Analysis

• Mix shift: Stable equity grant value year‑over‑year ($1.5M), with PSUs at 65% of LTI and RSUs at 35%, keeping performance leverage while retaining talent .
• Metric rigor: FY2025 AIP adjusted EBITDA target raised vs FY2024, with explicit currency and special‑item adjustments to align payouts to underlying performance .
• Governance safeguards: stringent clawbacks; prohibition on hedging/pledging; robust ownership guidelines; independent consultant (FW Cook) and compensation committee oversight .
• No single‑trigger CIC, no repricing of options without shareholder approval, no tax gross‑ups .

Equity Ownership & Alignment (Additional)

• Near‑term vesting and exercisability: 22,182 RSUs vesting within 60 days of June 3, 2025; 68,790 options exercisable—potential short‑term supply overhang if sales occur, mitigated by trading windows and pre‑clearance .
• Compliance: KD reports all NEOs meet stock ownership guidelines; continued retention of shares until target covered .

Employment Terms (Additional Detail)

• Severance plan provides 18 months base salary for NEOs (24 months for CEO), pro‑rated bonus, continued health benefits for 18 months, and six months outplacement; enhanced multiples on CIC (1.5x target AIP for NEOs) .
• Non‑competition and non‑solicitation durations explicitly tied to retirement treatment under the plan .

Investment Implications

• Alignment: High PSU weighting, rigorous AOCF/signings/relative TSR design, and ownership requirements suggest strong pay‑for‑performance alignment; governance prohibitions on hedging/pledging reduce misalignment risk .
• Retention risk: Material outstanding RSUs/PSUs and sizable Excess Plan balances incent continuity; severance economics are moderate and double‑trigger, reducing opportunistic departure risk .
• Trading signals: Upcoming RSU vesting and in‑the‑money options (given $31.40 reference price vs $17.78 strike) could create episodic selling pressure around vest/exercise windows; policy pre‑clearance may smooth timing .
• Execution track record: FY2025 delivered adjusted EBITDA above target while revenue slightly missed planned decline; 3‑year PSU payout driven by 97th percentile TSR highlights value creation during the period .