Maryjo Charbonnier
Kyndryl HoldingsAbout Maryjo Charbonnier
Chief Human Resources Officer (CHRO) of Kyndryl since June 15, 2021, leading global HR transformation and culture (“The Kyndryl Way”) after the IBM spin-out. Prior roles include CHRO at Wolters Kluwer (2015–2021), CHRO at Broadridge (seven years), and HR leadership at PepsiCo; education includes a BA from Catholic University (Washington, DC) and an MBA from Southern Methodist University (Dallas). Recognition includes “CHRO of the Year” (Netherlands, 2019) and a 2024 HRO Magazine nomination. Kyndryl performance during her tenure: FY25 revenue $15.1B; adjusted EBITDA $2.5B; adjusted operating cash flow $968M; total signings $18.2B; three-year TSR +150% (top decile of S&P MidCap 400) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wolters Kluwer | Chief Human Resources Officer | 2015–2021 | Led global HR strategies, policies, processes across a software/information leader . |
| Broadridge Financial Solutions | Chief Human Resources Officer | 7 years | Drove HR at a global fintech; leadership through transformation and growth . |
| PepsiCo | VP Talent Sustainability, PepsiCo Foods Americas | Not disclosed | HR leadership for a $30B unit with 120k+ employees; talent and capability building . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HRO Magazine | CHRO of the Year nominee | 2024 | Industry recognition for culture transformation and HR leadership . |
| Dutch CHRO Awards | CHRO of the Year (Netherlands) | 2019 | Award for HR excellence and impact . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $615,000 | $641,250 | $674,375 (earned); base increased to $682,500 as of 3/31/25 |
| Target Bonus (% of Salary) | 125% | 125% | 125% |
| Actual Bonus Paid ($) | $768,750 | $1,298,628 | $998,108 |
Performance Compensation
Annual Incentive Plan (AIP) — FY 2025 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout vs Target | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $2.5B | $2.6B (currency-adjusted; excludes Skytap/divestiture impact) | 134% | Cash (AIP), paid per plan |
| Revenue | 30% | $15.3B | $15.2B (currency-adjusted) | 94% | Cash (AIP) |
| Corporate Citizenship | 10% | Qualitative goals across environment, people, trust | Achieved goals | 100% | Cash (AIP) |
| Weighted Payout | — | — | — | 118.4% | $998,108 for Charbonnier |
Long-Term Incentives (June 3, 2024 Grants; FY25–FY27 Cycle)
| Component | Metric | Weighting | Target Mechanics | Award Value | Units/Key Terms |
|---|---|---|---|---|---|
| PSUs | Adjusted Operating Cash Flow | 50% | 3-year cumulative; linear 80%–120%; max 150% | $325,000 | Earned based on performance; 3-year vest; negative TSR caps TSR component at 100% |
| PSUs | Total Signings | 25% | 3-year cumulative; linear 80%–120%; max 150% | $162,500 | 3-year vest |
| PSUs | Relative TSR (vs S&P MidCap 400) | 25% | Percentile rank; max 150% at 75th; value cap; start at grant date | $162,500 | 3-year vest; capped if absolute TSR negative |
| RSUs | Time-based | — | Ratable 4-year vest (anniversary of grant) | $350,000 | 13,223 RSUs; 25% per year |
PSU Payout from FY 2023–FY 2025 Cycle (Distributed Feb 1, 2025)
| Metric | Threshold | Target | Maximum | Actual | Component Score |
|---|---|---|---|---|---|
| Adjusted Operating Cash Flow | $3.1B | $3.9B | $4.6B | $4.0B (adjusted) | 110% |
| Total Signings | $45.5B | $56.9B | $68.3B | $47.3B (adjusted) | 34% |
| Relative TSR Percentile | 25th | 50th | 90th | 97th | 200% |
| Shares Earned (Charbonnier) | — | — | — | — | 64,803 PSUs |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 155,366 shares/units (94,717 shares owned; 60,649 RSUs/options acquirable within 60 days) |
| Ownership % of Shares Outstanding | <1%; directors and officers as a group ≈2% |
| Stock Ownership Guidelines | 3x base salary for NEOs (5-year compliance window); all NEOs met guidelines; must retain 100% of granted shares until compliant |
| Hedging/Pledging | Prohibited for directors/executives; includes margin accounts and collateral use |
| Vested vs Unvested Snapshot (3/31/2025) | Unvested RSUs: 5,636; 16,487; 19,635; 13,223; Unvested PSUs: 71,985; 30,783; Options: 45,861 (exercisable), 15,287 (unexercisable), strike $17.78, exp. 12/16/2031 |
| Upcoming Vesting Pressure | RSUs vest ratably over four years from grant dates (6/3/2024, 8/1/2023, 8/1/2022); a 12/16/2021 RSU tranche vests in one installment on 12/16/2025 |
Employment Terms
| Category | Terms for Maryjo Charbonnier |
|---|---|
| Employment Start / Tenure | Appointed CHRO June 15, 2021 . |
| Severance (No CIC) | Cash severance $2,021,858; pro-rata bonus (actual); 18 months health benefits ($34,661); outplacement ($3,355) . |
| Change-in-Control (Double Trigger) | Cash severance $3,156,563 (18 months base + 1.5× target bonus); pro-rata bonus (target); 18 months health; outplacement; (financial advisory not applicable) . |
| Equity Treatment | CIC acceleration value estimate $4,839,005; death/disability acceleration same ($4,839,005); qualifying retirement: continued RSU vesting if conditions met . |
| Non-Compete / Non-Solicit | Non-compete and non-solicit for 12 months post-termination (extends to 24 months where RSU continued vesting applies; two years for retirement cases) . |
| Clawbacks | SEC/NYSE-compliant financial restatement clawback and supplemental misconduct clawback covering bonuses and equity; plan-level rescission for “Detrimental Activity” . |
| Hedging/Pledging Policy | Strict prohibition on hedging and pledging company stock . |
| Deferred Compensation | Eligible for Kyndryl Excess Plan; FY25 registrant contribution $97,193; FY25 ending balance $235,139; no above-market earnings; 409A-compliant distributions . |
| Perquisites | Executive physical and ground transportation; no tax gross-ups on perquisites . |
Multi-Year Compensation (Pay-for-Performance Mix)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $615,000 | $641,250 | $674,375 |
| Stock Awards ($) | $1,000,028 | $1,000,039 | $1,000,085 |
| Non-Equity Incentive ($) | $768,750 | $1,298,628 | $998,108 |
| All Other Compensation ($) | $52,349 | $88,075 | $122,468 |
| Total ($) | $2,436,127 | $3,027,992 | $2,795,036 |
Compensation Structure Analysis
- Majority at-risk pay design: 65% of NEO target opportunity performance-based; 75–90% variable; strong equity alignment and ownership requirements; robust clawbacks .
- FY26 LTI simplification: PSUs move to cumulative 3-year adjusted operating cash flow with relative TSR modifier; signings metric discontinued as growth returns, sharpening alignment with cash generation and margin expansion .
- No single-trigger CIC equity/severance, no tax gross-ups, and no option repricing without shareholder approval—reducing shareholder-unfriendly risk .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; stringent clawbacks in place—mitigates misalignment and misconduct risk .
- No related party transactions since April 1, 2024—reduces governance conflict risk .
- Say-on-pay support at ~96% in 2024 indicates investor alignment with pay program design .
Performance & Track Record
- Strategic execution: Alliances, Advanced Delivery, and Accounts initiatives exceeded fiscal 2025 objectives; growth returned in 4Q constant currency revenue .
- Financial progress (FY25 vs FY24): Adjusted EBITDA up 6% to $2.5B; adjusted operating cash flow up 20% to $968M; signings up 46% to $18.2B .
- TSR outperformance: +150% three-year TSR, top decile vs S&P MidCap 400 .
Compensation Peer Group (Benchmarking)
- FY25 peer group (15 companies) spans IT services, consulting, payments, and enterprise tech; used for market-informed pay decisions without strict percentile targeting .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay passed with ~96% approval; CHC Committee maintained continuity of program structure for FY25 given strong support .
Investment Implications
- Alignment: Strong pay-for-performance architecture (PSUs tied to cash flow, TSR modifier; RSU retention; ownership guidelines) and double-trigger CIC terms reduce agency risk .
- Near-term supply overhang: Multiple RSU tranches vest annually; a 12/16/2021 RSU tranche vests in one installment on 12/16/2025—monitor Form 4s for potential selling pressure around vest dates .
- Execution confidence: Culture and workforce transformation led by Charbonnier supports delivery on margin expansion and cash generation (FY26 PSU focus), with governance safeguards (clawbacks, no hedging/pledging) reinforcing shareholder alignment .