Kyndryl Holdings, Inc. FY 2026 Earnings Call

Hello, everyone. I'm Martin Schroeter, Chairman of the Board and Chief Executive Officer of Kyndryl Holdings. On behalf of the company, I want to welcome you to Kyndryl's 2026 annual meeting of stockholders. I'm joined today by other members of our senior management team, our board of directors, as well as representatives from PricewaterhouseCoopers, our independent registered public accounting firm. I'm honored to serve as the Chairman of this meeting, and our new General Counsel and Secretary, Andrew Bonzani, will act as Secretary of this meeting. American Election Services, represented by John Mirva, will act as the Inspector of Election for this meeting. This meeting is now called to order and will be conducted in accordance with the company's bylaws and the meeting's rules of conduct, which are posted to the virtual stockholder meeting page along with the agenda.

If you have joined using your 16-digit control number, you may submit questions by typing your question into the Ask a Question box at the bottom of the virtual stockholder meeting page. After the formal business portion of the meeting is adjourned, I'll present a report on the company. Before we begin, I'd like to remind everyone that our remarks today include forward-looking statements. These statements are subject to risks and uncertainties that may cause our actual results to differ materially. For more details, please see the Risk Factors section of our annual report on Form 10-K for the year ended March 31, 2026. As described in the notice of annual meeting and accompanying proxy statement, we are here to consider four proposals. Proposal one, the election of the six director nominees named in the proxy statement for a one-year term.

Proposal two, approval in an advisory non-binding vote of the compensation of our named executive officers. Proposal three, approval of the amended and restated Kyndryl 2021 Long-Term Performance Plan. Proposal four, the ratification of the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ended March 31, 2027. The polls for each matter upon which stockholders will vote are open and will remain open until I announce that the polls are closed. If you've already voted, you do not need to vote again. If you haven't voted or if you want to change your vote and you have joined this meeting using your 16-digit control number, you may do so now by following the instructions on the virtual stockholder meeting screen. No ballots or proxies or revocations or changes of proxies will be accepted after the polls are closed.

June 3rd, 2026, was the record date for this meeting for purposes of determining the stockholders entitled to receive notice of and to vote at this meeting. As of the record date, there were a total of 220,517,208 shares of our common stock outstanding and entitled to vote. The proxy materials for the annual meeting were first distributed or made available to stockholders on June 16th, 2026, and Broadridge Financial Solutions has provided an affidavit of distribution certifying to the timely mailing of the proxy materials to all stockholders of record as of the record date. I've been advised by the Inspector of Election that a count of shares, represented in person or by proxy, immediately prior to the beginning of this meeting indicates that a majority of the voting power of all outstanding shares of our common stock entitled to vote at this meeting is present.

Therefore, a quorum is present, and I declare this meeting to be duly constituted. Before closing the polls and proceeding with the voting results, I will now pause for any relevant comments or questions on the proposals. Representatives from PricewaterhouseCoopers are also available to answer appropriate questions from stockholders. I'll answer questions from our shareholders related to compensation of our management team, including relation to our stock price and financial performance. We understand stockholders have questions on executive compensation in light of our stock price and financial performance. Our compensation program is designed around a pay-for-performance philosophy with a substantial majority of compensation for our senior leaders tied directly to company performance and to long-term shareholder value creation. Approximately 60% of target compensation is performance-based for named executive officers, and between 70% and 95% is variable and at risk.

At the beginning of fiscal 2026, the Compensation and Human Capital Committee, with input from its independent compensation consultant, established compensation targets that accounted for the company's significant progress since the 2021 spin, the scope of the leadership team's responsibilities, and the expectation of continued value creation. The committee set rigorous performance expectations for the leadership team. Importantly, those goals were established at the start of the year and were not revised as the year progressed. For our annual incentive plan, the committee raised the adjusted EBITDA target by more than 9% above our fiscal year 2025 results. While fiscal 2026 adjusted EBITDA increased year-over-year based on the actual performance, against the pre-established metrics set by the committee, annual bonuses were paid out at 69% of target, a significant decline compared to the 118% in the prior year. No discretionary adjustments were applied.

This pay-for-performance principle also applies to our long-term incentive plan. Because a significant portion of executive compensation is delivered through equity, the value ultimately realized depends on long-term company performance. You can see in the pay versus performance table in the proxy statement, the current realizable value of the awards for our named executive officers is substantially lower than the value when originally granted, reflecting the company's performance and the stock price movement during the year. We believe these outcomes demonstrate that our compensation program is working as intended. Performance targets are set in advance, management is held accountable against those targets, and compensation outcomes align with both company performance and shareholder experience over the long term. I understand we have no further questions pertaining to the shareholder proposals.

There will be an opportunity for general questions not related to the proposals after the formal business portion of the meeting has concluded. We will now proceed with the tabulation of the votes. I now hereby declare the polls closed, and after the Inspector of Elections tabulate the ballots. I've been informed by the Inspector of Election that based on the preliminary tabulation of the votes, that each of the nominees listed in Proposal One has been elected as a director of the company, that the advisory resolution on the compensation or named executive officers as set forth in Proposal Two has been approved, that the amended and restated Kyndryl 2021 Long-Term Performance Plan, as set forth in Proposal Three has been approved, and that the appointment of PricewaterhouseCoopers, as set forth in Proposal Four, has been ratified. That concludes the formal business of the meeting.

As there is no further business to come before the meeting, I declare the meeting adjourned. Now I will present on a report on the company. Kyndryl's fiscal 2026 was a year of continued progress. Kyndryl remained focused on executing our strategy and delivering outstanding and innovative services for our customers. We further strengthened Kyndryl's position as a world-leading provider of mission-critical technology services. Over the past several years, we've transformed Kyndryl through our three As initiatives, Alliances, Advanced Delivery, and Accounts. These initiatives have become a core part of our operational discipline that enable us to adapt to customer needs, enhance operational efficiency, and focus on the highest value opportunities for growth. We also continue to invest in Kyndryl Consult, our Alliances partnerships, and our AI capabilities.

During fiscal 2026, Kyndryl Consult delivered another year of strong revenue growth as organizations increasingly turn to us for advisory, modernization, and implementation services. Our Alliances ecosystem continue to expand, enabling us to help customers accelerate their cloud, data, and AI journeys. Through our AI-powered Kyndryl Bridge platform and emerging agentic AI capabilities, we are helping customers modernize their IT infrastructure, scale AI, and improve resiliency to unlock greater business value. Every day, Kyndryls around the world manage and modernize some of the most complex and critical technology systems that power businesses, governments, and institutions. The trust our customers place in us remains one of our greatest strengths and a key differentiator in the marketplace, even in an operating environment that is marked by longer sales cycles, more deliberate technology spending decisions, and rapidly evolving demands around AI, cybersecurity, and digital sovereignty.

One of the most significant opportunities in front of Kyndryl is to support our customers' growing modernization challenge. Many enterprises continue to rely on technology environments that were not designed for the demands of AI, for heightened cybersecurity requirements, and increasingly complex operational environments. Kyndryl's ability to operate and modernize mission-critical systems simultaneously while helping customers maintain continuity and reduce operational risk positions us well to support this next phase of enterprise transformation. It's also why Kyndryl Bridge has become an important differentiator for our company. Bridge provides visibility, operational intelligence, and governance across complex technology estates. Together with our engineering expertise and Alliances ecosystem, Bridge modernizes continuously, improves resiliency, and prepares IT environments for AI at scale. Our strategy remains unchanged. We have an experienced leadership team, including our newly appointed General Counsel and Secretary, Andrew Bonzani, and our incoming Chief Financial Officer, Ellen Johnson, who will assume the CFO on August 6th, following the filing of our first quarter earnings in Form 10-Q.

Together, we continue to focus on driving sustainable, profitable growth by expanding our higher value services, deepening customer relationships, and continuing to improve operational efficiency across the business. Simultaneously, we are taking decisive actions internally to enhance our controls and execute on our material weakness remediation plan, aiming to remediate our previously disclosed material weaknesses as of March 31st, 2027.

I'm grateful to our global team of Kyndryls for their dedication, expertise, and commitment to our customers. Together, we are helping organizations modernize and secure the IT systems that underpin the global digital economy. I remain confident in Kyndryl's future and our ability to deliver long-term value for all our stakeholders. Now we'll move to the general questions and comment period. I'll answer a few comments coming from our shareholders. Since the spin nearly five years ago, we built a strong foundation as an independent public company through our three As initiatives to strengthen the operational discipline to compete and adapt to the rapidly changing technology landscape. We do not believe the market is fully appreciating the progress we've made or the opportunities ahead.

More broadly, the IT services sector stocks, including Kyndryl, have been under pressure over the last year or so as AI, while creating opportunity, has also created uncertainties across different technology sectors, particularly services. For Kyndryl, we believe that AI is a growth opportunity for us and a true differentiator given the level of expertise we have in running the world's most complex IT estates, combined with our investments in Kyndryl Bridge and our relationships with a broad ecosystem of hyperscalers and leading technology companies. The development and deployment of AI bring an incredible amount of efficiencies to enterprises. At the same time, it significantly increases the complexities of managing, securing, and optimizing data consumption. This is where Kyndryl comes in. Kyndryl's role isn't just to deploy AI and how we provide IT to services to customers.

It's also to help enterprises build the technical foundation to scale it securely and sustainably across their entire organization. Ultimately, our focus remains on disciplined execution, delivering for our customers, and building sustainable long-term value for our shareholders. We also get questions about our executive leadership and the changes and the transitions that we're going through. I believe we were very fortunate to have the leadership of Harsh Chugh as interim CFO and Mark Ringes as interim General Counsel to guide our finance and legal organizations during the transition period. We recently announced new seasoned leaders who are with me today, Andrew Bonzani as General Counsel and Secretary, who joined on July 6th, and Ellen Johnson, who will assume the CFO role on August 6th after our Q1 earnings and Form 10-Q filing.

Ellen and Andrew are experienced leaders in driving financial discipline, operational excellence, and strong governance at global public companies. Their complementary experience will further enhance Kyndryl's senior leadership team as we advance our growth strategy while taking disciplined actions to strengthen our business. We certainly appreciate your feedback and interest. Thank you for attending Kyndryl's 2026 Annual Meeting of Stockholders. The meeting is now concluded.