Mark Gross
About Mark Gross
Independent Class III director of Rackspace Technology (RXT) since February 2024; age 62; term expires at the 2026 annual meeting. Former executive chairman of Southeastern Grocers (2020–2024) and CEO/president/director of Supervalu (2016–2018). Education: JD, University of Pennsylvania; BA, Dartmouth College. Selected for broad leadership in complex transactions and business transformations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southeastern Grocers, Inc. | Executive Chairman | 2020–2024 | Led during transformation period |
| Supervalu, Inc. | President, CEO, Director | 2016–2018 | Retail and wholesale grocery leadership |
| Surry Investment Advisors LLC | President & Founder (rejoined as Manager in 2018) | 2006–2015; Manager since 2018 | Investment and advisory leadership |
| C&S Wholesale Grocers | Co-President, CFO, General Counsel; Board Member | 1997–2006 | Multi-disciplinary executive experience |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney | 7 years | Restructurings, finance, M&A |
| Kernel Group Holdings | CEO & Chairman | 2020–2022 | SPAC leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northeast Grocery (incl. predecessor Tops Markets, Inc.) | Co-Chairman of the Board | 2019–2021 (Tops); since 2021 (Northeast Grocery) | Co-chair governance leadership |
| Acosta | Director; Chair, Audit Committee | Not disclosed | Audit oversight leadership |
| Diebold-Nixdorf | Director; Chair, Nominating & Governance; Member, Audit | Not disclosed | Governance and audit oversight |
Board Governance
- Independence: Board determined Mr. Gross is independent under SEC and Nasdaq rules .
- Committee assignments: Member, Audit Committee; joined June 15, 2024 .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in FY2024; Board and Audit Committee each met 4 times in FY2024 .
- Director class/tenure: Class III; director since 2024; term expires 2026 .
- Controlled company context: RXT is a Nasdaq “controlled company” (Apollo >50% voting power), availing certain governance exemptions, though Audit Committee meets heightened independence standards .
| Governance Item | Status/Details |
|---|---|
| Independence | Independent director |
| Committees | Audit Committee Member; joined 6/15/2024 |
| Attendance FY2024 | ≥75% for Board/committees; Board met 4x; Audit met 4x |
| Class/Term | Class III; term ends 2026 |
| Controlled Company | Yes; Apollo control >50% |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,934 |
| Stock Awards (RSUs grant-date fair value) | $200,872 |
| Total | $301,806 |
Director compensation policy (for reference): Annual cash retainer $100,000; Annual equity retainer $200,000; Additional annual retainers include Audit Committee Member $20,000; various chair/member fees; for 2025, removal of “one additional retainer” cap and added Chair/Executive Committee fees . For FY2024, Annual RSUs were calculated by dividing $200,000 by $3.85 per share; Mr. Gross received pro-rated grants upon joining in February 2024 .
Performance Compensation
- Directors receive time-based RSUs; no performance-conditioned director awards disclosed (no TSR/revenue/EBITDA metrics applicable to directors) .
| Equity Award (Director) | Units/Terms | Vesting |
|---|---|---|
| Annual RSUs (FY2024) | 51,948 unvested as of 12/31/2024 | Vests June 20, 2025 |
No performance metrics tied to director equity were disclosed for Mr. Gross .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock with RXT |
|---|---|---|---|
| Northeast Grocery | Corporate | Co-Chairman | None disclosed |
| Acosta | Corporate | Director; Audit Chair | None disclosed |
| Diebold-Nixdorf | Corporate | Director; Chair N&CG; Audit member | None disclosed |
- Related party transactions: The proxy reports no transactions since the beginning of FY2024 requiring disclosure under Item 404 (no director-related transactions over $120k, other than compensation) .
- Related person policy: Audit Committee reviews/approves related-person transactions; ongoing monitoring in place .
Expertise & Qualifications
- Multi-functional executive (operations, finance, legal) with deep grocery/wholesale domain experience and board leadership across governance and audit functions .
- Financial literacy affirmed for Audit Committee service; Audit Committee membership meets Rule 10A-3 independence standards .
- Legal background (JD) and transformative transaction experience (restructurings/M&A) align with RXT’s ongoing transformation and risk oversight needs .
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial Ownership (Common Shares) | 92,624 shares; <1% of outstanding |
| Unvested Director RSUs (12/31/2024) | 51,948 units; vest 6/20/2025 |
| Hedging/Pledging | Prohibited for directors (no short sales, options/derivatives, margin/pledging) |
| Director Stock Ownership Guideline | Must reach $350,000 in RXT stock value within 4 years of board entry; maintain until retirement |
Insider Trades (Section 16 Reporting)
| Event | Date | Detail |
|---|---|---|
| Form 4 filing | Feb 16, 2024 | Reported RSUs granted Feb 13, 2024 (company notes as part of delinquent Section 16(A) roundup) |
Company disclosed certain minor timing deviations in FY2024 Section 16 filings, including Mr. Gross’s Feb 16, 2024 Form 4 for a Feb 13, 2024 RSU grant .
Governance Assessment
-
Strengths
- Independence and Audit Committee membership enhance financial oversight; Board affirmed independence and Rule 10A-3 eligibility .
- Strong governance/audit credentials externally (chairs audit at Acosta; chairs nom/gov and serves on audit at Diebold-Nixdorf) likely beneficial to RXT’s committee work .
- Compensation mix skewed to equity supports alignment (RSUs materially exceed cash retainer in FY2024) .
- Hedging/pledging ban and director ownership guideline promote alignment; 4-year ramp provides time to reach $350k threshold .
-
Considerations
- Controlled company status means RXT may rely on governance exemptions (e.g., Board/committees not fully independent), though Audit Committee composition satisfies independence standards; investors should weigh Apollo’s consent rights and board nomination influence .
- Section 16 timing note (Form 4 filed three days after grant) appears administrative; no pattern of non-compliance indicated .
-
RED FLAGS
- None specific to Mr. Gross disclosed: no related-party transactions, no pledging/hedging, independent status confirmed .
- Structural governance risk persists at the company level due to controlled company status and Apollo consent rights over major actions (e.g., indebtedness, M&A, leadership changes) .
Overall: Mr. Gross brings meaningful audit and governance expertise with solid attendance and independence in a controlled-company context, with equity-oriented director pay supporting alignment. No personal conflicts were disclosed .