Janina Kugel
Kyndryl HoldingsAbout Janina Kugel
Independent director at Kyndryl (KD) since 2021; age 55. Former Chief Human Resources Officer and Managing Board member at Siemens AG (2015–2020), with prior HR, strategy, and commercial excellence roles at Siemens and CHRO at Osram (2012–2013). Currently serves on Kyndryl’s Compensation and Human Capital Committee; Board has affirmed her independence under NYSE rules. Attendance in FY2025 was 100% at Board and committee meetings. Outside roles include director at TUI AG, chairwoman of Seatti GmbH, and senior advisor to Boston Consulting Group. No related-party transactions requiring disclosure were reported since April 1, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens AG | Chief Human Resources Officer; Managing Board Member | 2015–2020 | Global HR leadership; executive committee experience |
| Osram | Chief Human Resources Officer | 2012–2013 | HR leadership following Siemens spin segment |
| Siemens AG | Corporate VP, Human Resources; Chief Diversity Officer | 2013–2015 | Diversity and HR leadership |
| Siemens AG | Director, Human Resources | 2009–2012 | HR operations |
| Siemens AG (Comms) | Director, Global Commercial Excellence | 2005–2009 | Commercial performance |
| Siemens AG (Comms) | VP, Group Strategy | 2001–2005 | Corporate strategy |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| TUI AG | Director | Current | Public company directorship |
| Seatti GmbH | Chairwoman | Current | Tech/digital workplace software |
| Confederation of German Employers’ Associations | Co-Chair, Digital Council | Current | Public policy/technology governance |
| IESE Business School | International Advisory Board | Current | Academic advisory role |
| Technical University of Munich | University Council | Current | Academic governance |
| University of Tokyo | Global Navigation Board | Current | Academic advisory role |
| Boston Consulting Group | Senior Advisor | Current | Strategy advisory; not disclosed as related-party |
| EQT AB Group | Senior Advisor | Prior | Private equity advisory (previously) |
| Deutsche AIDS Stiftung | Board of Trustees | Current | Non-profit governance |
Board Governance
- Committee assignments: Compensation & Human Capital Committee (member; CHC met 6 times in FY2025). Nominating & Governance met 4 times; Audit met 6 times .
- Independence: Board annually reviews independence; Board determined Kugel and all non-management directors (except CEO) are independent; Audit/CHC/Nominating committees are fully independent .
- Attendance and engagement: 100% attendance by each director at Board and committee meetings in FY2025; all directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO (Schroeter) with a robust Lead Independent Director (Stephen A.M. Hester) who presides over executive sessions at each Board and committee meeting and approves information/agenda/schedules, among other duties—enhancing independent oversight .
- Investor alignment signals: 2024 Say-on-Pay passed with ~96% support .
- Related-party controls: Annual related-party review; no transactions requiring disclosure since April 1, 2024 .
Fixed Compensation (Director)
| Component | Detail | FY2025 Amount/Terms |
|---|---|---|
| Cash retainer and committee/member fees | Non-employee director program pays cash retainers, with additional retainers for Lead Independent Director and committee chairs; cash retainer is paid in installments and prorated for partial years | Lead Independent Director +$60,000; Chairs: Audit +$30,000; CHC +$22,500; Nominating +$22,500 |
| Fees earned (Kugel) | Total cash fees paid FY2025 | $125,000 |
Director compensation mix (Kugel, FY2025): Cash $125,000 (37%); Equity grant-date fair value $210,015 (63%); Total $335,015 .
Performance Compensation (Director)
| Equity Award | Grant Date | Units/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (standard for all non-employee directors) | July 25, 2024 | 7,787 RSUs; target value $210,000; grant-date fair value reported ~$210,015 | Fully vests on earlier of 1-year anniversary or next annual meeting (≥50 weeks), subject to service | None (time-vested; no performance metrics) |
- As of March 31, 2025, each non-employee director had 7,787 RSUs outstanding from the July 25, 2024 grant, vesting July 25, 2025 subject to service .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | TUI AG (Director) |
| Potential interlocks or conflicts | Board annually reviews independence and related-person transactions; determined non-employee directors (including Kugel) are independent; no related-party transactions requiring disclosure since April 1, 2024 |
Expertise & Qualifications
- Global HR and organizational leadership (former CHRO and Managing Board member, Siemens AG) .
- Technology/digital/cyber exposure (chairwoman of Seatti GmbH; digital policy co-chair) .
- Government service (Innovation Council for Federal Ministry of Digitization; Council of Future of Work for Federal Ministry of Labor and Social Affairs in Germany) .
- Academic governance (IESE International Advisory Board; TUM University Council; University of Tokyo Global Navigation Board) .
- Public company board experience (TUI AG) .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | RSUs/Options Vesting Within 60 Days | Total Beneficial Ownership | Ownership vs. Outstanding |
|---|---|---|---|---|
| Janina Kugel | 35,240 | 7,787 RSUs (vesting 7/25/2025) | 43,027 | <1% (no director ≥1%) |
Additional alignment safeguards:
- Stock ownership guidelines: Non-employee directors required to hold stock equal to 5x annual cash retainer; directors must retain 100% of shares from RSUs (net of taxes) until guideline met. As of March 31, 2025, all directors were in compliance .
- Hedging/pledging: Prohibited for directors and executive officers .
Governance Assessment
-
Strengths
- Independent director with deep HR and transformation experience; member of the CHC Committee overseeing human capital, succession, and executive pay policies (6 meetings in FY2025) .
- Strong engagement: 100% attendance at Board and committee meetings; all directors attended the 2024 annual meeting .
- Alignment: Director pay is majority equity (time-vested RSUs), with robust ownership guidelines and prohibition on hedging/pledging; all directors meet ownership guidelines .
- Independent oversight structure with a powerful Lead Independent Director and executive sessions at each Board and committee meeting .
- Shareholder support: High Say-on-Pay approval (~96%), indicating investor acceptance of pay practices overseen by CHC .
- Conflicts: No related-party transactions requiring disclosure since April 1, 2024; Board’s independence review affirmed independence .
-
Potential Risk/Red Flags
- Multiple external roles; however, Kyndryl states no “overboarded” directors and conducts annual independence/time-commitment reviews; 100% attendance mitigates capacity concerns .
- Director equity is time-based (not performance-based); mitigated by ownership guidelines and overall governance framework .
-
Compensation Committee process and independence
- CHC (Chair: Jana Schreuder; Members: Kugel, Ungerleider) uses an independent consultant (FW Cook) with no other services to the company; independence assessed and no conflicts found .
- CHC oversight includes CEO goals/comp, executive pay elements, HCM/succession, clawbacks, ownership guidelines, and risk assessment of pay programs .
Overall signal: Governance and alignment indicators for this director are strong—independence, perfect attendance, meaningful equity ownership under strict guidelines, and no related-party exposure disclosed. No red flags identified that would impair board effectiveness or investor confidence based on disclosed information .