Rahul N. Merchant
Kyndryl HoldingsAbout Rahul N. Merchant
Rahul N. Merchant (age 68) is an independent director of Kyndryl Holdings, Inc. since 2021, serving on the Audit Committee. He brings deep technology, cybersecurity, and financial-services operating experience from senior roles at TIAA, Fannie Mae, Merrill Lynch, and as New York City’s Chief Information and Innovation Officer, and currently serves on the board of Juniper Networks, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA (TIAA-CREF) | Senior EVP; Head of Client Services & Technology; Executive Committee member | 2015–2022 | Led CIO, client services, and digital transformation functions |
| City of New York | Citywide Chief Information & Innovation Officer | 2012–2014 | Led municipal IT strategy and innovation initiatives |
| Fannie Mae | EVP; Chief Information & Operations Officer; Executive Committee member | 2006–2009 | Technology, digital, and operations leadership at GSE |
| Merrill Lynch, Pierce, Fenner & Smith | SVP; Chief Information Officer; Chief Technology Officer | 2000–2006 | Enterprise IT and technology operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Juniper Networks, Inc. | Director | Current | Prior service as audit committee chair at another public company; technology/cybersecurity expertise |
Board Governance
- Independence: Board affirmatively determined Mr. Merchant is independent under NYSE rules; all committee members are independent .
- Committee assignments: Audit Committee member; Audit Committee met 6 times in FY2025 .
- Attendance: Each director attended 100% of Board and applicable committee meetings in FY2025; all directors attended the 2024 Annual Meeting .
- Board structure: Lead Independent Director presides over executive sessions at each Board/committee meeting; majority voting with resignation policy; no “overboarded” directors .
Fixed Compensation
| Component | Amount | Detail | Vesting/Date |
|---|---|---|---|
| Annual cash retainer | $125,000 | Aggregated cash fees (retainer and any committee fees) FY2025 | Paid in installments; prorated for partial years |
| Annual RSU grant | $210,015 | 7,787 RSUs granted July 25, 2024 (grant-date fair value) | Fully vests July 25, 2025 (subject to service) |
- Director fee schedules: Additional annual cash retainers apply only to Lead Independent Director ($60,000) and committee chairs (Audit $30,000; Compensation and Human Capital $22,500; Nominating and Governance $22,500). Mr. Merchant is not listed as a chair or Lead Independent Director .
- FY2025 director compensation totals for Mr. Merchant: Cash $125,000; Stock awards $210,015; Total $335,015 .
Performance Compensation
- Kyndryl does not use performance-based cash bonuses or performance-conditioned equity for non-employee director pay; annual director RSUs vest based on service only (one-year vest), with retention requirements until stock ownership guidelines are met .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Juniper Networks, Inc. | Networking/Technology | Director | No related person transactions requiring disclosure since April 1, 2024; Board determined independence considering affiliations |
Expertise & Qualifications
- Global business and financial-services leadership (TIAA senior executive; Fannie Mae executive) .
- Technology, digital, and cybersecurity expertise (CIO/CTO roles; NYC CIO) .
- Audit oversight experience (prior audit committee chair at a public company) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly | 46,003 | As of June 3, 2025 |
| RSUs vesting within 60 days | 7,787 | Annual director RSUs vest July 25, 2025 |
| Total beneficial ownership | 53,790 | Sum of shares and RSUs vesting within 60 days |
| Ownership guidelines | 5x annual cash retainer; 100% of RSU shares retained until met | All directors met guidelines as of March 31, 2025 |
| Hedging/pledging | Prohibited | Applies to directors and executive officers |
Governance Assessment
- Committee effectiveness: Audit Committee oversight includes financial reporting integrity, internal controls, cybersecurity/data privacy, enterprise risk management; Merchant’s technology/cyber background is additive to cyber-risk oversight .
- Independence and conflicts: Board annually reviews independence; no related person transactions disclosed; securities policy prohibits hedging/pledging—reduces alignment risk .
- Engagement and attendance: 100% attendance reinforces engagement and board effectiveness; executive sessions at each meeting enhance independent oversight .
- Ownership alignment and pay mix: Director equity ($210,015) exceeds cash ($125,000), aligning interests with stockholders; retention requirements until guideline compliance further strengthen alignment .
- RED FLAGS: None disclosed—no low attendance, no related-party transactions, no pledging/hedging, and independence affirmed .