Gajen Kandiah
Not independent
Tenure on this board
New nominee
2 nominees · 4 ballot items.
Four proposals: (1) Elect two Class III directors (Gajen Kandiah and Michael Weston) for three-year terms; (2) Ratify KPMG LLP as independent registered public accounting firm for fiscal 2026; (3) Advisory (non-binding) Say-on-Pay vote to approve named executive officer compensation; (4) Approve Amendment No. 4 to the 2020 Equity Incentive Plan to increase the share reserve by 20,000,000 shares.
Elect Gajen Kandiah and Michael Weston as Class III directors, each for a three-year term expiring in 2029.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the CD&A and related tables. Management designed the compensation program to align pay with long-term performance, using base salary, an annual cash incentive (ACIP) tied to Non-GAAP operating profit metrics, and a long-term incentive program (LTIP) comprised of time-based RSUs and performance-based cash (PCASH) awards that vest over multi-year periods and are indexed to stock price or TSR benchmarks. The Compensation Committee retains discretion and may adjust formulaic payouts, as it did for Fiscal 2025 to address retention and leadership continuity during a turnaround, and the advisory vote is intended to provide stockholder feedback rather than change pay directly. The Board frames the vote as a mechanism to gauge investor support for the pay framework, noting that it will consider results when setting future compensation but that the vote is not binding. Company-specific context includes a recent CEO transition (new CEO Kandiah in 2025), sizable inducement awards to attract the CEO (large RSU and option grants), and significant Apollo ownership that gives Apollo effective control over governance outcomes. Key governance considerations for an analyst include the balance between retention (large multi-year awards and severance/change-in-control protections), pay-for-performance linkage (PCASH and PSUs with stock-price and relative TSR metrics), and potential dilution from equity grants; also relevant are the Compensation Committee’s use of discretion and the company’s status as a controlled company under Apollo. Given the advisory nature, investors typically weigh whether disclosure, performance metrics, and governance mechanisms (clawbacks, stock ownership guidelines, and committee oversight) sufficiently align management incentives with long-term stockholder value, and whether the recent discretionary adjustments and CEO inducement awards are justified by competitive and retention needs. An evaluating analyst should consider both the high-level alignment and the specifics of recent awards, their vesting/measurement periods, and the influence of the controlling shareholder when assessing the merits of a 'FOR' or 'AGAINST' vote.
Approve Amendment No. 4 to the Rackspace Technology, Inc. 2020 Equity Incentive Plan to increase the number of shares authorized for issuance under the plan by 20,000,000 shares (from 87,900,000 to 107,900,000).
This management proposal requests shareholder approval to increase the 2020 Incentive Plan share reserve by 20,000,000 shares, raising the total authorized under the plan from 87,900,000 to 107,900,000 shares. Management argues the increase is necessary to continue granting equity (RSUs, PSUs, PCASH, and options) to executives, employees and non-employee directors to attract, retain, and motivate talent without resorting to cash compensation that would stress the Company’s cash management. The filing provides historical context showing prior authorized increases and notes that approximately 38.5 million shares remained available as of the record date, while also disclosing the company’s recent high equity usage driven by restructuring, turnover, and retention needs during a strategic turnaround. The proposal emphasizes governance protections in the plan (no evergreen provision, anti-repricing provisions, dividend restrictions, and clawback language) and the Compensation Committee’s discretion and administration over awards. For analysts, material considerations include dilution risk (the filing discloses existing outstanding awards and prior grants, including sizable CEO inducement awards not subject to shareholder approval), the mix of award types (cash-settled PCASH versus equity) which mitigates some dilution but can create cash obligations, and the company’s status as a controlled company where Apollo’s majority stake effectively guarantees approval. The governance and compensation context—use of performance-indexed PCASH and RSUs, severance and change-in-control protections, and the Board’s stated rationale to preserve cash—should be weighed against potential long-term dilution and whether the requested increase aligns with reasonable equity usage metrics relative to peers. An AI analyst should also evaluate the pace of historical share consumption, the potential years of runway the increase provides under different grant-rate scenarios, and whether award design and grant practices sufficiently protect long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Apollo Management Holdings, L.P. | 52.01% | 129,609,000 | $127M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.85% | 4,617,625 | $5M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 1.77% | 4,416,491 | $4M |
| 4 | BlackRock, Inc. | 1.40% | 3,485,552 | $3M |
| 5 | BlackRock, Inc. | 1.38% | 3,450,143 | $3M |
| 6 | JANUS HENDERSON GROUP PLC | 1.18% | 2,937,670 | $3M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.02% | 2,537,043 | $2M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.85% | 2,115,877 | $2M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.82% | 2,041,600 | $2M |
| 10 | STATE STREET CORP | 0.75% | 1,862,993 | $2M |
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