Stephen A.M. Hester
Kyndryl HoldingsAbout Stephen A.M. Hester
Sir Stephen A.M. Hester, age 64, has served on Kyndryl’s board since 2021 and is the Lead Independent Director. He chairs the Nominating & Governance Committee and brings deep financial and turnaround experience as former CEO of RSA Insurance Group, Royal Bank of Scotland Group, and British Land; earlier roles include COO/CFO of Abbey National and CFO/Global Head of Fixed Income at Credit Suisse First Boston. He is currently Chairman of easyJet plc and Chairman of Nordea Bank Abp and was knighted in 2024 for services to business and the economy in the U.K. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSA Insurance Group | Chief Executive Officer | 2014–Jun 2021 | Led the company until retirement in June 2021 |
| Royal Bank of Scotland Group | Group Chief Executive | 2008–2013 | Group leadership during post-crisis period |
| British Land plc | Chief Executive | 2004–2008 | CEO of FTSE property company |
| Abbey National plc | Chief Operating Officer and Chief Financial Officer | 2002–2004 | Senior finance and operations leadership |
| Credit Suisse First Boston | Chief Financial Officer; Global Head of Fixed Income | Began 1982; subsequent senior roles | Senior finance and markets leadership |
| Northern Rock | Deputy Chairman (prior role) | Not specified | Board leadership role (prior) |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| easyJet plc | Chairman | Current | Public company board chair |
| Nordea Bank Abp | Chairman | Current | Public company board chair |
| Centrica plc | Senior Independent Director | Within past five years (prior) | Prior UK public company board role |
| RSA Insurance Group plc | Director | Prior | Prior board service |
Board Governance
- Independence: The Board affirmatively determined Sir Stephen Hester is independent under NYSE and company guidelines; all committee members are independent .
- Roles: Lead Independent Director; Chair, Nominating & Governance Committee .
- Lead Independent Director duties include presiding over executive sessions, liaison with the Chair/CEO, approving board materials/agendas/schedules, calling meetings of independents, and engaging with major shareholders when appropriate .
- Attendance: 100% director attendance at Board and committee meetings in FY2025; Board met 6 times and committees met 16 times; all 10 directors attended the 2024 Annual Meeting .
- Committee activity: Nominating & Governance Committee held 4 meetings in FY2025 .
- Overboarding/commitments: Company states no “overboarded” directors; N&G reviews outside commitments before nomination to ensure sufficient time .
- Related-party oversight: N&G oversees related person transactions; none required disclosure since April 1, 2024 .
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Fees (FY2025) | $207,500 | Actual cash fees earned by Hester |
| Lead Independent Director Retainer | $60,000 | Additional annual cash retainer |
| Nominating & Governance Committee Chair Retainer | $22,500 | Additional annual cash retainer |
| Annual Director RSU Grant (Target Value) | $210,000 | Granted on Annual Meeting date; vests by next Annual Meeting or 1-year anniversary if ≥50 weeks |
| FY2025 Grant Details | 7,787 RSUs granted on Jul 25, 2024; vest Jul 25, 2025 (subject to service) | Company-wide for non-employee directors |
Performance Compensation (Director)
- Non-employee director equity awards are time-based RSUs with annual vesting; there are no performance metrics for director equity grants .
Other Directorships & Interlocks
| Company | Relationship to KD | Potential Interlock Risk |
|---|---|---|
| easyJet plc (Chairman) | No disclosed related-party transactions with KD since Apr 1, 2024 | No related-party exposure disclosed |
| Nordea Bank Abp (Chairman) | No disclosed related-party transactions with KD since Apr 1, 2024 | No related-party exposure disclosed |
Expertise & Qualifications
- Global CEO/CFO experience; financial expertise; extensive governance leadership as multi-company Chairman and prior senior independent director .
- Leads KD’s Nominating & Governance Committee, responsible for director independence, refreshment, governance guidelines, and director compensation recommendations .
- Board cites no overboarding and robust self-evaluation and governance practices; 100% independent committees .
Equity Ownership
| Holder | Shares Owned Directly/Indirectly | RSUs/Options Vesting or Exercisable within 60 Days | Total Beneficial Ownership | Ownership Notes |
|---|---|---|---|---|
| Stephen A.M. Hester | 45,240 | 7,787 RSUs vesting on Jul 25, 2025 | 53,027 | Less than 1% of outstanding; includes RSUs settling within 60 days |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer | Must retain 100% of shares from director RSUs until guideline met | Status: All directors met guidelines as of Mar 31, 2025 | Applies to non-employee directors |
| Hedging/Pledging | Prohibited for directors and executive officers | — | — | Securities Trading Policy prohibits hedging and pledging |
Governance Assessment
- Strengths: Independence affirmed; Lead Independent Director with robust authorities; 100% committee independence; strong attendance (100%); proxy access/majority voting; active board self-evaluation; prohibition on hedging/pledging; no related-person transactions disclosed since Apr 1, 2024; director ownership guidelines met—supporting alignment .
- Compensation alignment: Director pay mix balances cash and equity; equity via RSUs aligns with shareholders and is subject to holding requirements until guidelines met .
- Shareholder sentiment: Say-on-pay received ~96% support in 2024, indicating positive investor feedback on compensation governance broadly (board-level oversight context) .
- Watch items: Significant external chairs (easyJet, Nordea) plus KD Lead Independent Director and N&G Chair responsibilities create a high-commitment profile; however, the Board asserts no overboarding and reviews director commitments annually .
No RED FLAGS identified in filings: no related-party transactions, tax gross-ups at director level, hedging/pledging, or attendance issues disclosed for Sir Stephen Hester .