DK Sinha
About DK Sinha
D K Sinha is Executive Vice President and President, Public Cloud Business Unit at Rackspace Technology (RXT), serving since July 18, 2022; he was 61 as of the 2024 proxy and holds an MBA from Birla Institute of Technology, Mesra and a B.Sc. from Patna Science College . Company performance context during his tenure: Public Cloud segment operating profit declined 9% year over year in Q3 2025 with margin down 40 bps to 3.3%, while company Non-GAAP Operating Profit was stable at ~$32 million in both Q3 2024 and Q3 2025 and Adjusted EBITDA rose to $69.3 million in Q3 2025 from $65.8 million . Pay-versus-performance disclosure shows heavy negative TSR outcomes and substantial GAAP net losses across 2023–2024, with Non-GAAP Operating Profit improving year over year in 2024 at the annual level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognizant Technology Solutions | President, North America | Jun 2019 – Jan 2021 | Led North America operations and client engagement strategy |
| Cognizant Technology Solutions | EVP & President, Global Client Services | Jan 2013 – Jun 2019 | Led global client services organization and large-account relationships |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company board roles disclosed for DK Sinha in RXT proxies’ executive officer biographies |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $650,000 | $650,000 |
| Target Bonus (% of Salary) | 100% (per employment agreement as of 2023 proxy) | 100% (per employment agreement as of 2023 proxy) | 90% (max 150%) |
| Actual Bonus Paid ($) | $297,397 | $941,500 | — (not disclosed) |
| One-Time Sign-On Cash Bonus ($) | — | $675,000 (paid 50% at 6 months; remainder Dec 2023) | |
| Stock Awards (Summary Compensation Table, $) | $7,744,396 | $4,899,786 | — (covered via plan-based awards below) |
Performance Compensation
Annual Cash Incentive Program (ACIP) – FY 2024 Opportunity
| Component | Target | Maximum | Metric | Vesting |
|---|---|---|---|---|
| ACIP (Cash Bonus) | $650,000 | $975,000 | Financial/operational metrics set by Comp Committee (not itemized for DK) | Annual, paid following fiscal year-end |
Long-Term Incentive Awards – Granted in FY 2024
| Award Type | Grant Date | Target Amount | Max Amount | Grant-Date Fair Value ($) | Performance Metric | Vesting Schedule |
|---|---|---|---|---|---|---|
| PCASH – Tranche 1 | 04/05/2024 | 666,666 units | 886,666 units | $615,199 | Company stock price performance; earn 67%–133% of target | Equal annual installments over 2024–2026; performance windows 1-, 2-, 3-year (01/01/2024–12/31/2026) |
| PCASH – Tranche 2 | 04/05/2024 | 666,667 units | 886,667 units | $549,800 | Same as above | Same as above |
| PCASH – Tranche 3 | 04/05/2024 | 666,667 units | 886,667 units | $504,267 | Same as above | Same as above |
| Time-Based RSUs | 04/05/2024 | 519,480 units | — | $919,480 | Service-based | Quarterly vesting over 3 years |
| Recruiting RSUs (Sign-on) | 2022 (per agreement) | $7,000,000 award value | — | — | Service-based | Equal installments on 1st, 2nd, 3rd anniversaries of grant, contingent on continued employment |
| Annual Equity Award (Recommendation) | FY 2023–2024 | ≥ $5,500,000 recommended award value | — | — | Discretionary | Annual grants per 2020 Plan |
Notes: • RXT disclosed that it “does not currently grant stock options to its employees,” with exceptions for inducement grants to the new CEO outside the 2020 plan (not applicable to DK) .
• LTIC/PCASH awards are cash-settled with market-condition (stock performance) and service requirements; valuation via Monte Carlo; unrecognized LTIC expense $15.6 million company-wide as of 09/30/2025 (DK’s portion not separately disclosed) .
Company Performance Context
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Public Cloud Segment Operating Profit ($mm) | $15.4 (3.7% of segment revenue) | $14.0 (3.3% of segment revenue) |
| Non-GAAP Operating Profit ($mm) | $32.2 | $32.0 |
| Adjusted EBITDA ($mm) | $65.8 | $69.3 |
| Pay vs Performance (Annual) | FY 2023 | FY 2024 |
|---|---|---|
| Value of Initial Fixed $100 Invested – Company TSR ($) | $12.20 | $13.48 |
| Peer Group TSR ($) | $175.32 | $239.51 |
| Net Income ($mm, GAAP) | $(837.8) | $(858.2) |
| Company-Selected Measure: Non-GAAP Operating Profit ($mm) | $157.2 | $105.6 |
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned (#) | — (not listed) | 469,258 | 912,000 |
| Ownership % of Shares Outstanding | — | * (less than 1%) | * (less than 1%) |
- Executive Stock Ownership Guidelines: Executive Vice Presidents must hold stock equal to 3x base salary; 5 years to reach compliance; time-based RSUs and ESPP holdings count .
- Prohibitions that mitigate misalignment risk: hedging, short sales, options/derivatives trading, and pledging/margin accounts are prohibited by the Securities Trading Policy .
- ESPP available at 15% payroll contribution with 15% discount; RSUs vest quarterly over 3 years per 2024 grants .
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Role | Commenced July 18, 2022 as EVP & President, Public Cloud |
| Agreement Term & Renewal | Initial term through July 17, 2026; automatic two-year renewals unless non-renewed |
| Base & Target Bonus (Agreement) | Base salary $650,000; target bonus set at 90% for 2024 proxy (max 150%); earlier proxy described 100% target |
| Sign-on Equity & Cash | Recruiting RSUs valued at $7,000,000; sign-on cash bonus $675,000 (split timing) |
| Severance – Without Cause / Good Reason | Accrued obligations; 12 months base; target annual cash bonus (1x); prorated target bonus; 12 months COBRA; benefit continuation payment $15,941; total $1,965,941 (illustrative per 12/31/2024 values) |
| Change in Control Termination | Salary $1,300,000; target bonus $1,300,000; prorated annual bonus $650,000; acceleration RSUs $4,698,790; acceleration PCASH $3,833,333; benefit continuation $55,143; outplacement $20,000; total $11,857,266 (per CIC Plan at target) |
| Clawback Policy | Executive Officer Incentive Compensation Clawback Policy compliant with SEC/Nasdaq rules (Section 10D) |
| Hedging/Pledging/Short Sales | Prohibited for directors, officers, employees (including related parties) |
Notes: • CIC benefits for NEOs are administered under the Executive Change in Control Severance Plan; values above reflect target equity acceleration and assume CIC election where applicable .
• Non-compete, non-solicit, and garden leave terms were not itemized in the disclosed excerpts for DK; skip if not disclosed.
Perquisites and Other Benefits
| Perquisite | FY 2023 | Notes |
|---|---|---|
| 401(k) Company Match ($) | $9,900 | 50% match up to first 6% of compensation; auto-enrollment at 6% |
| Work From Home Allowance ($) | $540 | Provided to NEOs per limited perquisites disclosure |
Performance & Track Record Highlights
- Segment context: Public Cloud operating profit decreased 9% YoY in Q3 2025; operating margin fell to 3.3% from 3.7% .
- Execution focus: As President, Public Cloud, Sinha highlighted multicloud optimization wins (e.g., Total Wine & More), with Rackspace Optimizer+ delivering ~20% YTD cloud cost reductions for the customer .
- Company-level efficiency: Adjusted EBITDA improved in Q3 2025 vs Q3 2024 amid restructuring and share-based comp expense dynamics .
Compensation Structure Analysis
- Clear mix shift to RSUs and cash-settled market-conditioned LTIC (PCASH) tied to stock performance, rather than options—reduces leverage but keeps sensitivity to share price via performance range (67%–133% of target) .
- Guaranteed vs at-risk: Large sign-on RSUs ($7M), quarterly-vesting RSUs, and performance-conditioned PCASH create both retention hooks and share-price-linked variability; 2023 cash bonus was sizable at $941,500 amid negative TSR and large GAAP losses, reflecting discretion/plan design not fully tied to TSR .
- Change-in-control economics include 2x salary and 2x target bonus and substantial acceleration of RSUs and PCASH at target—event-driven payout potential is high .
Equity Ownership & Insider Selling Pressure
- Ownership rose materially from not listed in 2023 to 469,258 in 2024 and 912,000 in 2025, still <1% of shares outstanding; quarterly RSU vesting and annual PCASH tranches through 2026 imply ongoing vesting cadence .
- Company policy bans hedging, pledging, and margin use; insider sales for tax withholding are possible with vesting events, but no Form 4 data was referenced here; ownership guidelines require 3x salary within five years .
Investment Implications
- Alignment: High exposure to stock performance via PCASH market-condition awards and sizable RSU overhang supports pay-for-performance alignment; hedging/pledging bans are investor-friendly .
- Retention risk: Multi-year vesting (quarterly RSUs; annual PCASH through 2026) plus severance/CIC benefits reduce near-term departure risk; auto-renewing employment term adds stability .
- Trading signals: Event-driven outcomes (CIC) would unlock significant acceleration; absent CIC, vesting cadence can create periodic flows (e.g., tax-related) without evidence of hedging or pledging .
- Execution risk: Public Cloud profitability headwinds (margin compression and profit decline) under Sinha’s segment increase the importance of driving multicloud wins and cost optimization; company-level Non-GAAP/EBITDA stability helps, but TSR remains challenged per pay-versus-performance .