These Are Kyndryl’s 5 Most Highly Compensated Executives

Regulatory filings include the pay packages for the managed infrastructure services company’s CEO, group president, chief financial officer (CFO), chief human resources (HR) officer and general counsel.

Kyndryl’s new CEO, Martin Schroeter, stands to earn total compensation of more than $13 million in salary, bonus and performance shares of stock if the upcoming IBM spin-off goes as planned.

Schroeter’s pay package as well as compensation for other top executives was revealed in a new regulatory filing along with Kyndryl’s along with details about the spin-off’s business and operations information and a list of its board of directors.

The U.S. Securities and Exchange Commission filings include the pay packages for the managed infrastructure services company’s CEO, group president, chief financial officer, chief human resources officer and general counsel.

Kyndryl will have six global managed services practices. They are cloud; digital workplace; security and resiliency; network and edge; core enterprise and zCloud; and applications, data and artificial intelligence (AI). Kyndryl will also offer an advisory and implementation services practice to advise customers on digital environments and advanced technology adoption and integration.

Here’s what you need to know.

Martin Schroeter

Martin Schroeter, Kyndryl CEO and eventual chairman of its board, will have a base salary of $1 million, according to the company. His salary is “prorated for 2021 based on Mr. Schroeter’s actual service for IBM during such year,” according to his offer letter.

He’ll receive a transaction bonus of $2 million paid no later than Feb. 1 and dependent on the spin-off closing plus Schroeter remaining employed through the spin-off close.

He can still get the bonus if the spin-off closes after Dec. 31 if IBM CEO Arvind Krishnma decides to pay it or the spin-off fails to close in time “for reasons beyond Mr. Schroeter’s reasonable control.” A similar clause is included in the offer letters of David Wyshner, Elly Keinan and Maryjo Charbonnier.

He also may receive the bonus if “his employment is terminated without Cause,” a clause included with the other four executives.

He also receives a performance share unit (PSU) grant of $10.5 million. The number of shares granted are determined by dividing the planned value by the average of IBM’s closing stock price for the 30 active trading days prior to the date of grant.

If the fair market value of the IBM shares underlying his PSU award is less than the PSU planned grant value by at least $50,000 at the close of the spin-off, then he receives a Restricted Share Unit (RSU) award equal in value to the difference.

David Wyshner

Kyndryl’s CFO, David Wyshner, expects a base annual salary of $780,000. He also gets a $975,000 transaction bonus, according to the company.

As part of Wyshner’s compensation package, he receives a $3.5 million Retention Restricted Share Unit (RRSU) grant. Like Schroeter’s PSU grant, this grant’s number of shares are determined by dividing the planned value by the average of IBM’s closing stock price for the 30 active trading days prior to the date of grant.

Wyshner comes to the CFO job with 15 years of experience and a history in public acquisitions and spin-offs. He joins Kyndryl from Greenwich, Conn.-based transportation and contract logistics firm XPO Logistics, where he led the company’s global finance organization and prepared the firm for its forthcoming contract logistics division spin-off.

Elly Keinan

Elly Keinan, Kyndryl’s group president, expects to make $800,000 in an annual base salary and $1.6 million in transaction bonus, according to the company. He also receives a $2 million sign-on bonus and a $5.6 million PSU grant.

Keinan also has the same RSU award clause as Schroeter in case of a difference between the target PSU award and the IBM PSU share value.

Keinan previously worked as general manager of IBM North America, general manager of IBM Latin America and chairman of IBM Japan during his 30 year tech career. Keinan was most recently a partner with Pitango Venture Capital, Israel’s leading venture capital group.

Maryjo Charbonnier

Kyndryl’s chief HR officer, Maryjo Charbonnier, expects to see $615,000 in base annual salary, according to the company. Charbonnier also expects a $770,000 transaction bonus and an $875,000 sign-on bonus. She should also receive a $700,000 RRSU grant and a $1 million PSU grant.

Charbonnier was chief HR officer at Wolters Kluwer, a Dutch company that provides professional information, software solutions and services for health,governance, risk and compliance and other sectors.

Before Wolters Kluwer, she served as chief HR officer at Broadridge Financial Solutions from 2008 to 2014. According to Kyndryl. She previously served various leadership roles at PepsiCo from 1995 to 2008. Titles she held include vice president for talent sustainability for PepsiCo Foods Americas.

Edward Sebold

Edward Sebold, Kyndryl’s general counsel, should receive $666,667 in annual base salary after the spin-off. Sebold also receives a transaction bonus of $833,333, according to the company. He gets a PSU grant of $1 million.

Before Kyndryl, Sebold served as assistant general counsel at IBM starting in 2012, according to Kyndryl. He led teams that worked with services, IBM‘s Watson Health, litigation and mergers and acquisitions. Before IBM, he served as a partner at the Jones Day law firm.

Unlike the other executives, Sebold hasn’t entered into an offer letter or employment agreement with Kyndryl. The company decided not to disclose his “historical IBM compensation information since we do not believe such disclosure would accurately reflect the compensation plans and philosophies that we intend to implement as a separate publicly traded company,” according to Kyndryl.

“While Mr. Sebold was employed by IBM prior to the Spin-Off, his executive role and compensation structure with us will differ in many respects from his most recent positions with IBM,” according to the company. “We have adopted and will continue to develop our own compensation plan and program and anticipate that Mr. Sebold will be covered by these programs following the Spin-Off.”