Howard I. Ungerleider
Kyndryl HoldingsAbout Howard I. Ungerleider
Howard I. Ungerleider is an independent director of Kyndryl (KD), serving since 2021, and a member of the Compensation and Human Capital Committee. He is 56 and is the retired President and Chief Financial Officer of Dow Inc., with deep financial and transformation credentials, including leading the DowDuPont merge-and-spin and Dow Corning JV restructuring. The Board has affirmatively determined he is independent under NYSE rules; in FY2025 he attended 100% of Board and applicable committee meetings. He also currently serves on the Board of American Airlines Group Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | President | 2019–2023 | Senior leadership of operations and strategy |
| Dow Inc. | Chief Financial Officer | 2019–2023 | Financial leadership post-spin |
| DowDuPont | Chief Financial Officer | 2017–2019 | Managed financial complexities of merge-and-spin (Sep 2017–Apr 2019) |
| The Dow Chemical Company | Chief Financial Officer | 2014–2015 | Oversaw finance; led Dow Corning JV ownership restructuring (2016) |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| American Airlines Group Inc. | Director | — | Current public company directorship |
| Clayton, Dubilier & Rice funds | Operating Advisor | Jan 2024 | Appointed after retirement from Dow |
| Rollin M. Gerstacker Foundation | Director | — | Non-profit board |
| Michigan Baseball Foundation | Director | — | Non-profit board |
| Business Leaders for Michigan | Immediate Past Chair | — | Business roundtable leadership |
Board Governance
- Committee assignments: Compensation and Human Capital Committee (member); brings financial planning and incentive-compensation linkage expertise .
- Independence: Board determined Ungerleider is independent under NYSE rules; review included consideration of commercial relationships, none deemed material .
- Attendance and engagement: FY2025 Board met 6 times; committees met 16 times collectively. Each director attended 100% of Board and relevant committee meetings; executive sessions are held at each Board and committee meeting led by the Lead Independent Director or committee chair .
- Committee cadence: FY2025 meetings — Audit (6), Compensation & Human Capital (6), Nominating & Governance (4) .
- Overboarding: Proxy highlights state there are no “overboarded” directors .
Fixed Compensation
| Fiscal Year | Fees Earned in Cash ($) | Notes |
|---|---|---|
| FY2025 | 125,000 | Aggregate cash fees (annual retainer plus any committee/member fees) |
- Additional annual cash retainers (structure): Lead Independent Director $60,000; Chairs — Audit $30,000; Compensation & Human Capital $22,500; Nominating & Governance $22,500 .
Performance Compensation
| Grant Type | Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSU | Jul 25, 2024 | 7,787 | 210,015 | Vests in full on Jul 25, 2025 (1-year) |
Performance metrics tied to director equity (RSUs)
- Not applicable — director RSUs are time-based and vest after approximately one year; no performance metrics disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| American Airlines Group Inc. | Director | Board independence review considered commercial relationships and found none material impacting independence . |
Expertise & Qualifications
- Public company CFO and president experience (Dow Inc., DowDuPont, The Dow Chemical Company) with global finance expertise .
- Led complex transformations: DowDuPont merge-and-spin; Dow Corning JV restructuring .
- Business policy leadership as immediate past Chair, Business Leaders for Michigan .
- Current external public board experience (American Airlines Group Inc.) .
Equity Ownership
| As of Date | Shares Owned (Direct/Indirect) | Options Exercisable + RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jun 3, 2025 | 66,003 | 7,787 | 73,790 | <1% (no director ≥1%) |
- Ownership guidelines: Non-employee directors must hold 5x annual cash retainer; directors must retain 100% of shares from director compensation until compliant. As of Mar 31, 2025, all directors met the guidelines .
- July 25, 2024 grant: 7,787 RSUs vesting on July 25, 2025 (included in ≤60-day bucket for certain table calculations timing) .
- Hedging/pledging: Company references a prohibition on hedging and pledging in its policies; executive officers are expressly prohibited. Trading policy requires pre-approval and restricts trading windows .
Governance Assessment
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Strengths
- Proven financial operator with complex carve-out/merger integration experience adds rigor to executive pay design and incentive alignment on the Compensation & Human Capital Committee .
- Independence affirmed; 100% attendance; no overboarding; robust executive-session practice indicates strong independent oversight .
- Director pay program skews toward equity (annual RSUs) with one-year vesting and ownership guidelines (5x retainer) — alignment signal; all directors in compliance .
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Watch items
- External roles include a public company directorship and an Operating Advisor position at a private equity firm; Board’s annual independence review found no material transactions, but investors may monitor for any related-party transactions or time-commitment concerns going forward .
- Hedging/pledging prohibition is referenced; explicit “no hedging or pledging” language in practices is stated for executive officers; confirm continued application to directors in future disclosures .
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RED FLAGS
- None identified in the proxy regarding attendance, related-party transactions, or option repricings; Board indicates no overboarded directors and no material relationships affecting independence .