Counsel, Corporate Governance

Who We Are

At Kyndryl, we design, build, manage and modernize the mission-critical technology systems that the world depends on every day. So why work at Kyndryl? We are always moving forward - always pushing ourselves to go further in our efforts to build a more equitable, inclusive world for our employees, our customers and our communities.

The Role

Kyndryl's Corporate Secretary team is seeking a highly skilled and motivated Counsel, Corporate Governance to support a broad portfolio of corporate governance, subsidiary management, securities compliance, and stockholder‑related matters. This role serves as a trusted advisor and corporate focal point for governance processes across Kyndryl's global legal entity structure. The ideal candidate will bring strong technical legal capabilities, exceptional organizational skills, and the ability to manage multiple workstreams while collaborating with senior leaders and cross‑functional stakeholders.

Key Responsibilities

Subsidiary Management

• Act as the primary legal contact for all Kyndryl subsidiary companies globally.
• Draft and review corporate governance documentation to ensure proper authority exists for corporate actions.
• Review and approve requests related to legal entity creation, modification, and dissolution.
• Support internal clients with governance‑related requirements for RFPs, vendor/customer due diligence, and regulatory submissions.
• Assess and respond to delegation‑of‑authority, Power of Attorney, and other corporate authorization inquiries.
• Manage the registered agent relationship for all U.S. subsidiaries and oversee maintenance of good standing through annual filings across the United States, Puerto Rico, and Guam.
• Analyze global jurisdictional and confidentiality requirements for Know Your Customer (KYC) and Ultimate Beneficial Owner (UBO) filings.
• Evaluate and fulfill organizational chart requests; prepare and maintain accurate org charts.
• Maintain the global legal entity database and ensure governance records remain up to date.

• Support insider‑trading compliance processes, including pre‑clearance workflows and preparation of Section 16 reports (Forms 3, 4, and 144).
• Assist with Annual Meeting planning, Proxy Statement research, and related project management activities.
• Collaborate with the broader Corporate Secretary team to prepare Board and Committee materials, including resolutions, presentations, and supporting documentation.

• Manage the company's stock transfer agent relationship.
• Respond to registered shareholder inquiries with accuracy and professionalism.
• Partner with Kyndryl Finance to support share reconciliation, stock repurchase activities, and reporting requirements tied to financial disclosures.

• Juris Doctor (JD) from an accredited law school.
• Active bar membership in good standing in at least one U.S. jurisdiction.
• Strong organizational skills and ability to manage multiple concurrent workstreams.
• Ability to collaborate effectively with the Corporate Secretary team on drafting, reviewing, and organizing Board and Committee materials.
• Demonstrated attention to detail and ability to manage high‑volume governance and subsidiary management tasks.
• Strong written and verbal communication skills.

• Experience working in a multinational public company environment.
• Familiarity with U.S. securities laws, Section 16 reporting, and insider‑trading compliance programs.
• Prior work with global corporate secretarial tools or entity‑management systems.