Jana Schreuder
Kyndryl HoldingsAbout Jana Schreuder
Independent director since 2021 (age 66), Schreuder is the retired EVP and Chief Operating Officer of Northern Trust Corporation, with prior leadership roles spanning risk management, operations/technology, and wealth management. She serves as Chair of Kyndryl’s Compensation and Human Capital Committee and is classified as independent under NYSE and Kyndryl guidelines . Her governance engagement includes 100% attendance at Board and committee meetings in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Corporation | Executive Vice President & Chief Operating Officer | 2014–2018 | Led global operations across a complex financial institution |
| Northern Trust Corporation | Chief Risk Officer; Head of Corporate Risk Management | 2005–2006 | Financial risk oversight credentials |
| Northern Trust Corporation | President, Operations & Technology | 2006–2011 | Technology/digital leadership, enterprise operations |
| Northern Trust Corporation | President, Wealth Management | 2011–2014 | Client-facing financial business leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bank of N.T. Butterfield & Son Limited | Director | Current | Not disclosed in proxy |
| Avantax, Inc. | Director | Past 5 years (ended within past 5 years) | Not disclosed in proxy |
| Women Corporate Directors | Member | Current | Governance network participation |
Board Governance
- Independence: Board determined Schreuder is independent and eligible for committee service .
- Committee assignments: Chair, Compensation and Human Capital Committee; members include Janina Kugel and Howard I. Ungerleider .
- Attendance: 100% Board and committee attendance in fiscal 2025; Board met 6 times; committees met 16 times total (CHC 6; Audit 6; Nominating & Governance 4) .
- Executive sessions: Lead Independent Director or Committee Chairs preside at executive sessions at each Board and committee meeting .
- Oversight scope: CHC oversees CEO goals/comp, executive pay, succession planning, human capital, stock ownership compliance, clawbacks; uses independent consultant FW Cook with no conflicts .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2025) | $147,500 | Includes committee chair cash retainer for CHC ($22,500) |
| Annual RSU Grant (FY2025 program) | Annual target $210,000 | RSUs vest on earlier of 1-year anniversary or next annual meeting (≥50 weeks) |
| RSUs Granted (July 25, 2024) | 7,787 RSUs | Vest July 25, 2025, subject to service |
| Stock Awards (Grant-Date Fair Value, FY2025) | $210,015 | Topic 718 valuation |
| Ownership Guidelines | 5× annual cash retainer (directors) | Must retain 100% of net shares until compliant |
| Compliance Status | Met as of March 31, 2025 | All directors compliant |
Performance Compensation
| Element | Performance Metric(s) | Design |
|---|---|---|
| Director Equity | None disclosed for directors | Annual RSUs time-vest; program consists of cash retainer plus RSUs |
No performance-based equity (e.g., PSUs) for non-employee directors is disclosed; director equity is structured as time-vesting RSUs to align with shareholders .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict at KD |
|---|---|---|
| The Bank of N.T. Butterfield & Son Limited | Financial Services | No related-person transactions disclosed; Board annually reviews independence and related relationships; none requiring disclosure since April 1, 2024 |
| Avantax, Inc. (past 5 years) | Financial Services/Wealth | No KD related-party transactions disclosed |
- Overboarding: Company states no “overboarded” directors (serving on >4 public boards or too many audit committees) since inception; audit committee service limited per guidelines .
Expertise & Qualifications
- Global operations leadership: Former COO of Northern Trust; deep operational and risk management experience .
- Technology/digital: Led operations & technology at Northern Trust; relevant to Kyndryl’s mission-critical IT services .
- Financial/risk expertise: Former CRO; wealth management leadership .
- Governance networks: Member, Women Corporate Directors .
Equity Ownership
| As of Date | Direct/Indirect Shares | RSUs/Options Vesting ≤60 Days | Total Beneficial | Ownership % of Shares Outstanding |
|---|---|---|---|---|
| June 3, 2025 | 46,003 | 7,787 (RSUs) | 53,790 | 0.023% (53,790 / 231,422,037) |
- Hedging/pledging: Prohibited for directors and executives under Securities Trading Policy .
- Trading windows/pre-clearance: Directors subject to quarterly trading windows and pre-approval for transactions .
Governance Assessment
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Strengths
- Independence and governance leadership as CHC Chair; clear remit over executive pay, succession, HCM, clawbacks, and ownership compliance .
- Full attendance and active engagement; executive sessions at each meeting enhance independent oversight .
- Ownership alignment: Annual RSUs and stringent 5× retainer ownership guideline (met), with hedging/pledging prohibited .
- No related-party transactions requiring disclosure; Board reviews potential conflicts annually .
-
Watch items
- Multiple external board roles can raise time-allocation concerns; however, KD indicates no “overboarded” directors and conducts annual independence/time commitment reviews .
- Director compensation is primarily cash + time-vested RSUs; no performance-linked director equity, which is common but offers less performance sensitivity than PSUs; alignment is maintained via ownership guidelines and retention requirements .
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Overall signal for investors
- Governance posture reflects strong independence, robust committee leadership, comprehensive clawback and trading controls, and full attendance—factors supportive of investor confidence in board effectiveness .