Betsy Atkins
About Betsy Atkins
Betsy Atkins, age 71, has served as an independent director of Rackspace Technology (RXT) since May 2023 (Class II, term expiring 2025; nominated for re‑election to a term ending in 2028). She is CEO of Baja Corp, a venture firm focused on technology, renewable energy and life sciences, and brings extensive boardroom and operational experience across technology and ESG domains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SL Green Realty | Director | 2015–2024 | Not disclosed |
| JAMF | Director | 2020–2021 | Not disclosed |
| Schneider Electric | Director | 2011–2019 | Not disclosed |
| Covetrus, Inc. | Director | 2016–2019 | Not disclosed |
| Cognizant Technology Solutions | Director | 2017–2018 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wynn Resorts Ltd. | Director | Since 2018 | Not disclosed |
| Enovix Corporation | Director | Since 2021 | Not disclosed |
| SolarEdge Technologies | Director | Since 2021 | Not disclosed |
| Google Cloud Advisory Board | Chair (private) | Not disclosed | Advisory leadership noted |
Board Governance
- Independence: The Board determined Ms. Atkins is independent under SEC and Nasdaq standards .
- Committee assignments: Current standing committees are Audit (Benjamin, Gross, Scott), Compensation (Garber, Benjamin, Sobel), Nominating & Corporate Governance (Sobel, Benjamin, Garber), and Executive (Benjamin, Maletira, Sobel); Ms. Atkins is not listed as a current member on any standing committee .
- Attendance and engagement: In fiscal 2024, each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting, and non‑management directors meet regularly in executive session .
- Lead Independent Director: Shashank Samant serves as Lead Director (appointed November 2022) .
- Controlled company: Apollo beneficially owns ~54.6% of voting power; RXT avails itself of Nasdaq’s controlled company exemptions (e.g., non‑majority independent Board, committees not entirely independent) .
- Director service limits: Policy caps directors at no more than three other public company boards; Ms. Atkins’ disclosed current public boards (three) align with this limit .
Fixed Compensation
| Component | Fiscal 2024 Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; no meeting fees |
| Annual equity retainer (RSUs) | $130,909 | 51,948 RSUs determined by $200,000 ÷ $3.85; vests June 20, 2025 |
| Committee/Chair fees | None disclosed for Atkins | 2024 policy allowed one additional retainer; 2025 policy expanded chair/member fee schedule |
| Director compensation limit | Not triggered | Annual cap $750,000 for non‑employee directors |
Performance Compensation
| Compensation Vehicle | Performance Metric | Payout Scale | Notes |
|---|---|---|---|
| Annual Director RSUs | None (time‑based vesting) | N/A | Elective equity in lieu of cash is immediately vested and not performance‑based |
No performance‑linked metrics (e.g., TSR PSUs) are disclosed for non‑employee directors; equity is time‑based RSUs .
Other Directorships & Interlocks
- Current public boards: Wynn Resorts, Enovix, SolarEdge .
- Potential interlock consideration: Chair of Google Cloud Advisory Board while RXT operates as a multi‑cloud services firm; no related‑party transactions involving Ms. Atkins (or entities with immediate family interests) above $120,000 were disclosed since fiscal 2024, beyond transactions noted in the proxy .
Expertise & Qualifications
- Operational leadership: Three‑time CEO; deep experience in growth, restructuring, and ESG matters .
- Industry breadth: Technology, energy management/solar, industrial automation, manufacturing, automotive, logistics .
- Advisory influence: Chair of Google Cloud Advisory Board; long‑term engagement with tech and enterprise platforms .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Unvested RSUs and Dates |
|---|---|---|---|
| Betsy Atkins | 155,574 | <1% | 51,948 RSUs, vesting June 20, 2025 |
- Ownership guidelines: Non‑employee directors must reach $350,000 in RXT stock value within 4 years of appointment and maintain through retirement; Ms. Atkins’ compliance status is not disclosed (timeline runs to May 2027) .
- Hedging/pledging: Company policy prohibits hedging, short sales, options/derivatives in RXT, margin accounts, or pledging RXT shares .
Governance Assessment
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Strengths
- Independent director with broad, relevant technology and ESG experience .
- Solid attendance and engagement; Board conducts regular executive sessions of non‑management directors .
- Clear director ownership guidelines and robust insider trading/anti‑hedging/anti‑pledging policy supporting alignment .
-
Watch‑items
- No standing committee roles listed for Atkins—limits direct influence on audit, compensation, and nominations processes; evaluate future committee placement to leverage her expertise .
- Controlled company structure: Apollo’s majority control permits committees not entirely independent and influences director nominations; monitor board independence mix and committee composition .
- Potential interlock lens: Advisory leadership at Google Cloud while RXT is a cloud services integrator; though no related‑party transactions were disclosed, ongoing oversight for conflicts is prudent .
-
Shareholder signals
- Say‑on‑pay: 84.5% approval at 2024 Annual Meeting—supportive of compensation approach, albeit focused on executive pay .
- Director compensation structure remains primarily cash + time‑based RSUs; 2025 policy adds more granular chair/member fees, supporting pay for role responsibility rather than performance .
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RED FLAGS
- Controlled company exemptions reduce independent oversight in key committees (structural governance risk) .
- Absence of committee assignments for Atkins reduces board‑level leverage of her expertise within formal oversight channels .