John D. Harris II - Director | Kyndryl Holdings (KD) Executive Profile & Compensation

About John D. Harris II

Independent director of Kyndryl (KD) since 2021; age 64; member of the Nominating & Governance Committee. Former Vice President of Business Development at Raytheon Company and CEO of Raytheon International Inc., bringing global operations, technology/cybersecurity oversight, and government advisory experience. The Board has affirmatively determined he is independent under NYSE rules. Directors recorded 100% attendance at Board and committee meetings in fiscal 2025.

Past Roles

Organization	Role	Tenure	Committees/Impact
Raytheon International Inc.	Chief Executive Officer	2013–2020	Led significant business transformations
Raytheon Company	VP, Business Development	n/d	Senior commercial growth leadership
Raytheon Technical Services Company	President	2010–2013	Business leadership across services portfolio
Raytheon	VP, Contracts & Supply Chain	Until 2010	Enterprise contracts/supply oversight
Raytheon (former Electronic Systems)	VP, Operations & Contracts	n/d	Operations/contracts leadership
Raytheon (Intelligence, Info & Services)	General Manager	n/d	Technology/cyber/mission services leadership

External Roles

Organization	Role	Status	Committees/Notes
Cisco Systems, Inc.	Director	Current	Public company board experience
Flex Ltd.	Director	Current	Public company board experience
Exxon Mobil Corporation	Director	Current	Public company board experience
U.S. Dept. of Commerce	National Advisory Council on Minority Business Enterprise (former member)	Prior	Government advisory
U.S. Dept. of Transportation	RTCA NextGen Advisory Committee (former member)	Prior	Aviation standards advisory

Board Governance

Committee assignments: Nominating & Governance Committee member; not a committee chair. The Nominating & Governance Committee met 4 times in FY2025.
Independence: Board determined Harris is independent under NYSE rules, including for committee service.
Attendance and engagement: Each director attended 100% of Board and applicable committee meetings in FY2025; all directors attended the 2024 annual meeting.
Board structure and oversight: Lead Independent Director (Sir Stephen A.M. Hester) presides over executive sessions at each Board/committee meeting; 100% of committee members are independent.
Board evaluation: Annual Board, committee, and one-on-one evaluations conducted; enhancements implemented as appropriate.

Fixed Compensation (Director)

Component	FY2025 Amount	Notes
Cash fees (annual retainer and committee member fees)	$125,000	Fees earned/paid in cash in FY2025
Additional retainers (if applicable)	N/A for Harris	Chair retainers: Audit $30,000; Comp & Human Capital $22,500; Nominating & Governance $22,500; Lead Independent Director $60,000

Performance Compensation (Director Equity)

Grant Type	Grant Date	Shares/Value	Vesting/Terms
RSUs (annual director grant)	July 25, 2024	7,787 RSUs; grant-date fair value $210,015	Vest in full on July 25, 2025 (earlier of 1-year anniversary or next annual meeting ≥50 weeks); subject to continued service

Director equity at Kyndryl is time-based; no performance-conditioned metrics apply to non-employee director equity grants.

Other Directorships & Interlocks

Company	Nature	Potential Interlock Consideration
Cisco Systems, Inc.	Hardware/Networking/Software	Harris’ Cisco directorship creates a potential ecosystem interlock; Kyndryl’s Board reviewed director affiliations and found no material relationships affecting independence.
Flex Ltd.	Electronics manufacturing services	External directorship; Board independence maintained.
Exxon Mobil Corporation	Energy	External directorship; Board independence maintained.

Related-person transactions: None requiring disclosure since April 1, 2024; Board policy requires independent review/approval of any such transactions.

Expertise & Qualifications

Global business leadership (Raytheon International CEO; Raytheon VP Business Development).
Technology/digital/cybersecurity exposure (Raytheon technical and intelligence services leadership).
Government/standards advisory experience (Commerce NACMBE; RTCA NextGen).
Public company governance across multiple large-cap boards (Cisco, Flex, Exxon).

Equity Ownership

As of June 3, 2025	Amount	Notes
Shares owned (direct/indirect)	46,059	Beneficial ownership table
RSUs vesting within 60 days	7,787	Annual director grant vesting July 25, 2025
Total beneficial ownership	53,846	Sum per proxy table
Ownership as % of outstanding	<1%	No director owned ≥1%
Stock ownership guidelines	5× annual cash retainer (directors)	Must retain 100% of shares underlying RSUs (net of taxes) until compliant; all directors met guidelines as of March 31, 2025
Hedging/pledging	Prohibited	Trading policy bans hedging and pledging by directors and executives

Governance Assessment

Strengths for investor confidence:
• Clear independence, 100% attendance, and active role on Nominating & Governance; all committees composed of independent directors.
• Robust governance infrastructure: regular executive sessions led by LID, annual evaluations, majority voting with resignation policy, proxy access.
• Strong alignment mechanisms: meaningful director equity with hold-until-compliant requirement; hedging/pledging prohibited.
Potential conflicts/watchpoints:
• Multiple outside boards (Cisco, Flex, Exxon) create ecosystem interlocks; however, the Board’s independence review found no material relationships and the company states no “overboarded” directors. Continue monitoring time commitments and any KD–Cisco/Flex interactions.
• Related-party/transactions risk currently low; none requiring disclosure since April 1, 2024; policy mandates independent review.
Shareholder sentiment signal: 2024 say-on-pay passed with ~96% support, indicating broad shareholder alignment with KD’s compensation governance (context for overall board credibility).