Jeffrey Benjamin
About Jeffrey Benjamin
Jeffrey Benjamin (age 63) is Chairman of the Board at Rackspace Technology (RXT). He has been a director since November 2016 and was appointed non-executive Chairman on January 15, 2025; the Board has determined he is an independent director and an “audit committee financial expert.” He holds an M.S. in Management from MIT Sloan and a Bachelor’s from Tufts University, with 35 years of investment banking, investment management, and board experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cyrus Capital Partners | Senior Advisor | Since Jun 2008 | Investment management and restructuring expertise; long-term capital markets perspective |
| A‑Mark Precious Metals | Chairman of the Board | Since 2014 | Board leadership; governance and financial oversight |
| American Airlines Group Inc. | Director | Until 2024 | Large-cap public company oversight; aviation industry restructuring experience |
| Hexion Inc. | Director | Until 2022 | Chemical industry governance through complex capital structures |
| Involta LLC | Director | Until 2022 | Data center/infrastructure oversight |
| Chemtura Corporation | Director | Prior service | Chemicals; restructuring experience |
| Caesars Entertainment Corporation | Director | Prior service | Hospitality/gaming; complex transactions and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| A‑Mark Precious Metals | Chairman | Since 2014 | Current public company chair role |
| Cyrus Capital Partners | Senior Advisor | Since Jun 2008 | Ongoing advisory role |
| Multiple private companies | Director | Ongoing | Serves on multiple private company boards |
Board Governance
| Item | Detail | Effective/Period |
|---|---|---|
| Board leadership | Non-executive Chairman of the Board (independent) | Jan 15, 2025 |
| Audit Committee | Chair; qualifies as “audit committee financial expert” | Ongoing; FY2024 determination |
| Compensation Committee | Member | Current |
| Executive Committee | Chair | Jan 15, 2025 |
| Nominating & Corporate Governance Committee | Member | Jan 15, 2025 |
| Director independence | Board determined Benjamin is independent under SEC/Nasdaq rules | FY2025 proxy |
| Attendance | Each incumbent director attended ≥75% of Board/committee meetings in FY2024 | FY2024 |
| Meeting cadence | Board: 4; Audit: 4; Compensation: 4; N&CG: 2 (FY2024) | FY2024 |
| Controlled company status | Apollo beneficially owns ~54.6% voting power; RXT avails Nasdaq “controlled company” exemptions | Record date Apr 22, 2025 |
| Apollo nomination rights | Benjamin is one of Apollo Board Nominees | Current |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash fees | $120,000 | Annual retainers and committee fees |
| Stock awards (RSUs) | $130,909 | Aggregate grant date fair value under ASC 718 |
| Total | $250,909 | Sum of cash and stock |
| Unvested RSUs at 12/31/2024 | 51,948 | Scheduled to vest June 20, 2025 |
| FY2025 Director Policy Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Annual equity retainer (RSUs) | $200,000 | 30‑day VWAP share calculation |
| Non‑exec Chair cash retainer | $70,000 | Applies if CEO not Chair (current structure) |
| Non‑exec Chair equity retainer | $50,000 | Additional equity for Chair role |
| Audit Chair fee | $30,000 | Committee chair differential |
| Compensation Chair fee | $20,000 | Committee chair differential |
| N&CG Chair fee | $15,000 | Committee chair differential |
| Executive Committee Chair fee | $20,000 | Committee chair differential |
| Member fees (Audit/Comp/N&CG/Exec) | $20k/$15k/$15k/$10k | Per committee membership |
| Annual director compensation cap | $750,000 | Excludes initial appointment year |
Performance Compensation
| Equity Instrument | Grant/Measure | Quantity/Value | Vesting/Performance |
|---|---|---|---|
| Annual RSUs (FY2024) | Determined by $200,000 ÷ $3.85 | 51,948 units | Time‑based; vest June 20, 2025 |
| Elective Equity | Not elected by Benjamin in FY2024 | N/A | Alternative to cash; immediately vested upon grant |
| FY2025 Chair Retainers | $50k equity + $70k cash | Policy amounts | Time‑based equity per policy; no performance metrics |
Director equity is time‑based RSUs (no PSUs/options for directors disclosed); compensation for non‑employee directors emphasizes equity alignment rather than performance‑conditioned pay.
Other Directorships & Interlocks
| Company | Overlap with RXT stakeholders | Conflict/Interlock Assessment |
|---|---|---|
| A‑Mark Precious Metals (Chair) | No disclosed supplier/customer tie with RXT | No related‑party transaction disclosed; low interlock risk |
| Apollo (nomination rights) | Apollo controls 54.6% voting power; nominates directors including Benjamin | Structural influence over governance; controlled company exemptions applied |
Expertise & Qualifications
- Extensive investment management and board experience across multiple industries; identified as audit committee financial expert by the Board.
- Advanced education in management (MIT Sloan) and finance/investment acumen; chair experience at A‑Mark.
- Governance experience through complex transactions and restructurings (e.g., American Airlines, Hexion, Caesars).
Equity Ownership
| Measure | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (shares) | 470,824 | <1% of outstanding common stock |
| Ownership % of outstanding | <1% | Based on 237,388,710 shares outstanding (record date) |
| RSUs vesting within 60 days (record date) | 60,558 | Included in beneficial tally disclosure footnote |
| Director stock ownership guideline | $350,000 value within 4 years; maintain through Board service | Applies to non‑employee directors; excludes directors employed by stockholder affiliates |
| Hedging/pledging/margin | Prohibited for directors and officers | Policy prohibits hedging, short sales, and pledging/margin |
Governance Assessment
- Positive: Independent non‑executive Chair and Audit Committee Chair; identified as audit committee financial expert; committees meet regularly; all incumbent directors met ≥75% attendance in FY2024; executive sessions of non‑management directors occur regularly.
- Positive: Director compensation capped; meaningful equity component aligns interests; stock ownership guidelines for directors; hedging/pledging prohibited.
- Signal: Audit Committee oversaw change of auditor from PwC to KPMG (March 21, 2025) with no disagreements or reportable events disclosed; indicates active oversight of audit quality and independence.
- Risk indicator (structural): RXT is a controlled company under Nasdaq rules (Apollo ~54.6% voting power) and avails governance exemptions; Apollo nominates directors including Benjamin, which may reduce perceived independence despite formal independence determinations.
- Risk indicator: Concentration of roles (Board Chair + Audit Chair + Executive Committee Chair) increases influence; boards should monitor checks/balances, although independence and lead director structure are present.
- Shareholder voice: 2024 say‑on‑pay passed with 84.5% support; Compensation Committee considers vote outcomes when setting pay.
- Compliance: No delinquent Section 16 filings disclosed for Benjamin in FY2024.
Appendix: FY2024 Non‑Employee Director Compensation Detail (Selected)
| Director | Cash Fees | Stock Awards (ASC 718) | Total | Unvested RSUs (#) | Vest Date |
|---|---|---|---|---|---|
| Jeffrey Benjamin | $120,000 | $130,909 | $250,909 | 51,948 | Jun 20, 2025 |
Board Governance Notes
- Committee membership matrix (current): Benjamin—Audit (Chair), Compensation (Member), Executive (Chair), N&CG (Member).
- Lead Director: Shashank Samant (appointed Nov 2022); provides independent oversight relative to management and Chair role.
Insider Trades and Filings
| Item | FY2024 Status |
|---|---|
| Section 16 compliance (Benjamin) | No delinquent filings disclosed for Benjamin |
Related‑Party and Conflicts Review
- No related‑party transactions involving Benjamin disclosed for FY2024; Related Person Transactions governed under Audit Committee policy and reviewed per policy.
- Apollo Investor Rights Agreements grant consent rights over significant corporate actions while Apollo owns ≥33%; Board nominee rights persist while Apollo owns ≥5%. These structural rights require heightened vigilance to protect minority shareholder interests.
Say‑on‑Pay & Shareholder Feedback
| Measure | FY2024 Outcome |
|---|---|
| Say‑on‑Pay approval | 84.5% of votes cast in favor; Committee reviewed outcomes and maintained program design |
Audit Oversight Snapshot
| Item | FY2025 Action |
|---|---|
| Auditor appointment | KPMG appointed Mar 21, 2025; Board recommends ratification |
| Prior auditor | PwC (2017–Mar 2025); no disagreements/reportable events disclosed; independence affirmed |
| Audit fees (FY2024) | $6,776,000 Audit; $795,000 Audit‑Related; $52,500 Tax; $2,000 Other; Total $7,625,500 |
Overall, Benjamin’s governance profile reflects strong financial oversight and broad board experience, tempered by controlled company dynamics and concentrated leadership roles; continued transparency on committee decisions and adherence to ownership and trading policies support investor confidence.