Kellie Teal-Guess

About Kellie Teal-Guess

Executive Vice President and Chief Human Resources Officer (CHRO) at Rackspace Technology since May 2023; age 58. Prior roles include CHRO at Cynosure (2021–2023), EVP & Chief People Officer at CyrusOne (2016–2020), plus leadership roles at ProQuest (4 years) and Dell (9 years). Education: MPA and BA from the University of Texas at Arlington; MBA from the University of Texas at San Antonio . Company-level performance context during her tenure: revenue declined from $3.12B (FY22) to $2.74B (FY24) and EBITDA fell over the same period, while TSR since IPO was $13.48 on a $100 basis as of FY24 versus $239.51 for the S&P 500 Information Technology Index, reflecting underperformance through FY24 . See multi-year revenue/EBITDA below.

Past Roles

External Roles

• No public company board or external governance roles disclosed for Teal-Guess in RXT filings. (None disclosed) .

Fixed Compensation

• Individual base salary, target bonus %, and perquisites for Teal-Guess are not disclosed (she is not a Named Executive Officer (NEO) in Rackspace’s proxy). The Compensation Committee annually reviews executive base salaries; program philosophy emphasizes competitiveness and retention .

Performance Compensation

Company executive incentive design (applies to NEOs; CHRO plans typically align in structure):

• Annual Cash Incentive Program (ACIP) metrics, FY2024: Revenue (30%), Non-GAAP Operating Profit (50%), and Cash Flow from Operations (20%). Committee certified FY2024 performance at 48.5% of target and applied discretion to recognize extraordinary items (debt refinancing), increasing actual payouts for NEOs .
• Long-term incentives emphasize multi-year performance and retention via time-based RSUs and performance-based cash/units (PCASH/LTIC) tied to stock performance (absolute or relative TSR) with three-year vesting cadence .

Vesting/cadence signals (executive program):

• 2024 RSUs vest quarterly over three years (e.g., 3/1, 6/1, 9/1, 12/1 tranches), supporting steady retention; PCASH vests annually over three years with payout scaled to stock performance bands (67%–133%) .
• Section 16 reports indicate Teal-Guess had RSU grant activity (Form 4s filed for 4/5/2024 grants and 9/1/2024 vest-related tax withholding), evidencing equity participation and regular vesting cadence .

Equity Ownership & Alignment

• Total beneficial ownership for Teal-Guess is not itemized in the Security Ownership table (NEOs and directors listed; CHRO not shown) .
• Stock ownership guidelines: Executive Vice Presidents must hold stock equal to 3x base salary within 5 years; counts RSUs and directly/beneficially owned shares .
• Pledging/hedging: Prohibited for directors, officers, employees; margin pledges and derivatives also prohibited—reduces alignment risk .
• Section 16 compliance note: Company disclosed that Section 16 officers, including “Kellie-Teal Guess,” filed Form 4s for 4/5/2024 RSU grants (filed 5/20/2024) and for shares withheld on 9/1/2024 for taxes (filed 9/5/2024), indicating active equity participation and routine tax-withholding events .

Employment Terms

• Executive Change in Control Severance Plan (CIC Plan): provides severance for “executive officers, including our NEOs,” who enter into participation agreements. Tiering in proxy tables is shown for NEOs; CHRO-specific participation/tiers are not disclosed. Core CIC Plan terms (for executive officers who participate) include 2x salary+target bonus cash, prorated target bonus, 18 months COBRA-equivalent cash, accelerated equity (target or actual-to-date for performance awards), and restrictive covenants (non-compete/non-solicit during employment and for one year; perpetual confidentiality and non-disparagement) .
• Clawback: Executive Officer Incentive Compensation Clawback Policy compliant with Exchange Act Section 10D and Nasdaq; mandates recovery upon qualifying accounting restatement .
• Insider Trading Policy: strict blackout compliance and prohibitions on derivatives/short sales/margin pledges .

Company Performance Context (during CHRO tenure)

Values retrieved from S&P Global.
Teal-Guess joined in May 2023; through FY2024, company-level revenue and EBITDA trended lower, indicating a challenging operating environment. Pay-versus-performance disclosures show cumulative TSR of $13.48 per $100 since IPO as of FY2024 versus $239.51 for the S&P 500 IT Index, and negative net income through FY2024, framing incentive rigor and retention pressures for senior leadership .

Governance, Say-on-Pay, Peer Benchmarking

• Controlled company: Apollo beneficially owned ~54.6% voting power as of April 22, 2025; Rackspace avails controlled-company exemptions (e.g., committee independence) .
• Say-on-Pay: 84.5% approval at 2024 Annual Meeting, indicating shareholder support for program design changes entering 2024 .
• Compensation peer group refresh (Aug 2024): Okta and GoDaddy added; Splunk and Super Micro removed. Peer set includes Akamai, NetApp, TTEC, Conduent, Twilio, CSG, PTC, EPAM, Pure Storage, Verisign, Teradata, Unisys, GoDaddy, Okta .

Risk Indicators & Red Flags

• No related-party transactions involving Teal-Guess disclosed; Related Person Transactions policy overseen by Audit Committee .
• Hedging/pledging banned; mitigates misalignment risk .
• As a controlled company, compensation and nominating committees may not be fully independent—investors often monitor potential pay/governance slippage under such structures .

Compensation Structure Analysis (signals from program design)

• Shift toward RSUs and cash-settled performance units (PCASH/LTIC) over options: lowers risk to executives versus options and can moderate dilution—consistent with 2023–2025 design .
• Use of stock-price/TSR-conditioned PCASH/LTIC introduces direct linkage to shareholder outcomes; vesting bands (e.g., 67%–133% of target in 2024 PCASH) calibrate payouts in challenging markets .
• Discretion was used in FY2024 ACIP to recognize debt refinancing execution—a watch item to ensure discretion remains bounded and transparent .

Investment Implications

• Retention/overhang: Quarterly RSU vesting over three years for 2024 grants, plus annual PCASH tranches, imply a steady cadence of potential insider withholding-related selling (for taxes) rather than large blocks; Section 16 forms confirm routine RSU grant/withholding for Teal-Guess in 2024 .
• Alignment: 3x salary stock ownership guideline for EVPs, clawback, and hedging/pledging prohibitions support investor alignment and reduce collateralization risk .
• Pay-for-performance: Program places significant weight on profitability and cash generation (50% Non-GAAP Op Profit, 20% CFFO in ACIP) with stock-linked long-term awards. However, company underperformance (TSR, revenue/EBITDA declines) raises execution risk; investors should watch if performance thresholds tighten and discretion usage declines as balance sheet and operations stabilize .
• Governance overlay: Controlled-company status concentrates influence with Apollo; while not directly about the CHRO, it can shape broader pay/retention strategies amid transformation .

Note: Because Teal-Guess is not an NEO in Rackspace’s FY2024 proxy, specific base salary, target bonus %, individual equity grant values, severance tier, and personal ownership quantities are not disclosed. Where “executive officer” programs are summarized above, participation and precise terms for the CHRO depend on executed agreements not included in the proxy.

Citations: Executive profile and education ; ACIP metrics/payouts (FY2024) ; LTIP structure and vesting cadence ; Ownership guidelines ; Clawback ; Hedging/pledging ; Controlled company and Apollo stake ; Say-on-Pay 84.5% ; Peer group refresh ; Section 16 filings naming Teal-Guess ; Related party policy ; Pay vs Performance/TSR .

Revenue/EBITDA table sources: Revenues FY2022–FY2024 ; EBITDA FY2022–FY2024 values from S&P Global (see asterisk).