While the prior Say on Pay vote passed with over 97% support and the pay structure has meaningful performance-based features (94% variable for CEO, clawback policies, relative TSR modifier), the level of CEO pay is a serious concern: total reported compensation rose from $15.8M to $21.8M in a year when Kyndryl's stock fell 70% and missed both its revenue and adjusted EBITDA targets. At a current market cap of only $2.6B, a CEO total pay package of $21.8M — anchored by an $18M long-term incentive award benchmarked against a peer group of much larger companies — is very likely to exceed benchmarks for this market cap band, and the 5-year stock return of -70.5% versus the peer median of +14.4% (an 84.9pp gap) signals that above-benchmark incentive pay has not been earned by shareholder outcomes. The combination of likely above-benchmark pay levels and sustained, severe pay-for-performance misalignment on the 5-year horizon warrants a No vote.

PwC has served since 2020 (approximately 6 years), well below the 25-year tenure threshold. Non-audit fees (audit-related fees of $10M plus tax fees of $3M = $13M) represent 50% of audit fees ($26M), which is exactly at the 50% threshold and does not exceed it, so no independence concern is triggered. PwC is a Big 4 firm appropriate for a company of Kyndryl's size and complexity.