Anthony Scott

About Anthony Scott

Anthony Scott (age 72) has served as an independent director of Rackspace Technology since May 2023. He is President and CEO of Intrusion, Inc. (public cybersecurity firm) since 2021 and a director there since 2022, and previously served as U.S. Federal CIO (2015), CIO at VMware, Microsoft, and The Walt Disney Company, and CTO at General Motors, with senior roles at Bristol Myers Squibb, PwC, Sun Microsystems, and Marriott .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Anthony Scott is independent under SEC and Nasdaq rules; he also meets Rule 10A‑3 audit committee independence standards .
• Committees: Member, Audit Committee (with Jeffrey Benjamin, Chair, and Mark Gross). Audit duties include oversight of financial reporting, internal controls, external audit, compliance, and cybersecurity risk .
• Attendance: In Fiscal 2024, each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Controlled company context: RXT avails itself of Nasdaq controlled company exemptions (majority owner Apollo); however, the Audit Committee is fully independent .
• Executive sessions: Non-management directors meet in executive session regularly .

Fixed Compensation

Fiscal 2025 policy updates (effective Jan 1, 2025): retains $100,000 annual cash retainer; adds defined chair/member fees across committees and allows multiple retainers (restriction removed) .

Performance Compensation

Policy context: Annual equity retainer targeted at $200,000; FY2024 RSU count determined using $3.85 divisor; Elective Equity option allows directors to take cash in equity (Scott’s total stock awards reported above) .

Other Directorships & Interlocks

• Intrusion, Inc. (CEO and director). No related‑party transactions with RXT disclosed above $120,000; Related Person Transactions Policy requires Audit Committee review and there were none reported concerning Scott in FY2024 .

Expertise & Qualifications

• Veteran authority on cybersecurity, IT governance, and crisis management; frequent public sector/private sector advisor including digital transformation, cloud, ML/AI, governance, open data, and workforce diversity; congressional testimony and industry forums .
• Financial literacy affirmed by Board for Audit Committee service .

Equity Ownership

Company policy prohibits hedging, short sales, and pledging/margin accounts for directors, officers, and employees, reducing alignment risk .

Governance Assessment

• Board effectiveness: Scott strengthens Audit Committee oversight, particularly on cybersecurity risk, a material exposure for RXT’s cloud and managed services businesses .
• Alignment and incentives: Balanced director pay mix (~$120k cash; ~$131k equity in FY2024), RSU-based equity supports shareholder alignment; stock ownership guidelines are stringent, and time-based RSUs count toward compliance .
• Independence & attendance: Independent under SEC/Nasdaq; Audit Committee independence intact despite controlled company status; attendance threshold met, and directors attended prior Annual Meeting—supports engagement .
• Conflicts/related party exposure: None disclosed for Scott; the company’s policy and Audit Committee oversight reduce related-party risk .
• Shareholder sentiment: 2024 Say‑on‑Pay approval at 84.5% indicates acceptable compensation practices and engagement with investors (context for board oversight of pay) .

RED FLAGS

• Controlled company governance exemptions (majority Apollo ownership) mean RXT may not maintain a majority‑independent Board or fully independent comp/nom‑gov committees, though the Audit Committee is independent; investors should monitor committee composition and Apollo’s reserved rights .
• Director service as a sitting CEO at another public company (Intrusion) increases time‑commitment risk; no related transactions reported, but investors should monitor any vendor/customer relationships that could emerge .

Appendix: Board & Committee Context