Shirley Ann Jackson
Kyndryl HoldingsAbout Shirley Ann Jackson
Shirley Ann Jackson (age 78) is an independent Class III director at Kyndryl Holdings, Inc. (KD) since 2021, serving on the Nominating and Governance Committee. A theoretical physicist and President Emerita of Rensselaer Polytechnic Institute, she brings deep technology, regulatory, and government experience; she is a National Medal of Science recipient and has served in senior U.S. government advisory roles (Defense Science Board, International Security Advisory Board, Chair of the U.S. Nuclear Regulatory Commission). She is also affiliated with leading policy and academic institutions (Council on Foreign Relations, Brookings Institution) and non-profit boards (Memorial Sloan Kettering Cancer Center).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Bell Laboratories | Theoretical Physicist | 1976–1991 | Technology and industry research background |
| Rutgers University | Professor of Theoretical Physics | 1991–1995 | Academic leadership |
| U.S. Nuclear Regulatory Commission | Chairwoman | 1995–1999 | Regulatory oversight; nuclear safety |
| Rensselaer Polytechnic Institute | President (then President Emerita) | 1999–2022 | Led a leading science and tech university; governance and executive leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Memorial Sloan Kettering Cancer Center | Board of Trustees | Current | Non-profit healthcare governance |
| Council on Foreign Relations | Member | Current | Policy association |
| Brookings Institution | Lifetime Trustee | Current | Policy research institution |
| Smithsonian Institution | Regent Emerita; former Vice-Chair | Former | Cultural governance |
| AAAS | Past President | Former | Scientific community leadership |
| FedEx Corporation | Director | Former (last 5 years) | Public company board experience |
| Public Service Enterprise Group (PSEG) | Director | Former (last 5 years) | Public company board experience |
| IBM | Director | Former (last 5 years) | Public company board experience; former parent of KD |
Board Governance
- Committee assignment: Member, Nominating and Governance Committee; Chair is Stephen A.M. Hester. The Committee oversees director independence, board refreshment, governance guidelines, related person transactions, and non-management director pay.
- Independence: Board affirmatively determined Dr. Jackson is independent under NYSE and KD guidelines.
- Attendance and engagement: FY2025 Board met 6 times; committees met 16 times; every director attended 100% of Board and committee meetings; all 10 directors attended the 2024 Annual Meeting.
- Executive sessions and leadership: Executive sessions occur at each Board and committee meeting led by the Lead Independent Director or Committee Chairs; KD maintains a Lead Independent Director role with robust responsibilities.
| Item | FY2024 | FY2025 |
|---|---|---|
| Board meetings held | 6 | 6 |
| Committee meetings held (total) | 14 | 16 |
| Director attendance rate | 100% | 100% |
| Annual Meeting attendance | 100% of directors | 100% of directors (2024) |
Governance nuance: KD’s age policy (no reelection after age 75) was waived in 2024 to retain Dr. Jackson due to board-valued expertise and performance—signal of board flexibility and confidence, with potential entrenchment optics to monitor.
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash fees/retainer (actual earned) | $110,000 | $125,000 |
| RSU grant date fair value | $210,008 | $210,015 |
| Total director compensation | $320,008 | $335,015 |
| Standard director RSU target (program) | $210,000 annual | $210,000 annual |
| Additional annual chair retainers (program) | Audit $30,000; Comp & HC $22,500; Nominating & Governance $22,500; Lead Independent Director $60,000 | Same as FY2024 |
Notes:
- FY2024 RSU grant: 15,614 RSUs granted on July 27, 2023, vested in full on July 25, 2024 (subject to service).
- FY2025 RSU grant: 7,787 RSUs granted July 25, 2024, vest in full on July 25, 2025 (subject to service).
Performance Compensation
Directors receive time-vesting RSUs; no performance metrics are used for director equity grants.
| Year | RSUs Granted | Vesting Condition | Vest Date/Condition |
|---|---|---|---|
| FY2024 program | 15,614 | Time-based; full vest | Vested at 2024 Annual Meeting (at least 50 weeks after grant) |
| FY2025 program | 7,787 | Time-based; full vest | July 25, 2025 (anniversary of 2024 Annual Meeting), subject to service |
Stock ownership alignment:
- Guideline: Non-employee directors must hold 5x annual cash retainer; required to retain 100% of RSU shares (net of taxes) until compliant.
- Compliance: As of March 31, 2025, all directors met guidelines.
Other Directorships & Interlocks
| Company/Institution | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| IBM (former) | Former public company director | KD was spun out of IBM; Board independence review found no material relationships affecting independence. |
| FedEx; PSEG (former) | Former public company director roles | No KD-related transactions disclosed; independence affirmed. |
KD related-party transactions: None requiring disclosure since April 1, 2024; policy requires independent director approval and director recusal if implicated.
Expertise & Qualifications
- Technology and research: Theoretical physicist at AT&T Bell Labs; extensive academic and innovation leadership.
- Government and regulatory: Chair, U.S. Nuclear Regulatory Commission; service on Defense Science Board and International Security Advisory Board; FINRA Board of Governors (former).
- Governance leadership: Experience includes chairing a governance committee and serving as Lead Director at another public company.
- Recognition: Fellow/member of leading academies; recipient of the National Medal of Science.
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | RSUs Vesting Within 60 Days | Total Beneficial Ownership | Ownership Concentration |
|---|---|---|---|---|
| Shirley Ann Jackson | 52,729 | 7,787 | 60,516 | No director owns ≥1% of KD; directors and officers as a group ≈2% (incl. shares acquirable within 60 days). |
Policies on alignment and risk:
- Hedging and pledging: Prohibited for directors and executive officers.
- Trading policy: Pre-approval and trading windows; insider trading compliance emphasized.
Governance Assessment
- Strengths: Independent status; 100% attendance; deep regulatory and scientific expertise; service on Nominating & Governance aligns with her background; adherence to stringent anti-hedging/pledging; director ownership guideline compliance—positive alignment signals.
- Compensation alignment: Director pay is a balanced cash/equity mix; standardized RSU program fosters ownership.
- Shareholder feedback: KD’s say‑on‑pay votes indicate strong investor support (96% in 2024; 88% in 2023), supporting governance and pay practices continuity.
- Red flags to monitor: Age policy waiver (2024) to retain Dr. Jackson—reflects board confidence but warrants ongoing focus on refreshment and independence optics; no related‑party transactions disclosed.