Mark Marino
About Mark Marino
Mark Marino, 48, is Executive Vice President and Chief Financial Officer of Rackspace Technology (RXT). He joined Rackspace in 2020 as VP, Americas CFO, became Chief Accounting Officer in late 2021, and was promoted to CFO on January 12, 2024; he holds a BA from DePauw University and an MBA from Baylor University . Company performance metrics relevant to his tenure include 2024 Total Shareholder Return (TSR) of $13.48 (value of $100 invested since IPO) versus peer group TSR of $239.51, Net Income of $(858.2) million, and Non-GAAP Operating Profit of $105.6 million . The annual bonus program for 2024 was based on ACIP Revenue (30%), Non-GAAP operating profit (50%), and Cash Flow from Operations (20%), certified at 48.5% of target, with discretionary adjustments applied by the Compensation Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Electric (GE) | Financial leadership roles; Segment CFO for GE Aviation | Nearly 10 years | Led finance across manufacturing, supply chain, business development, FP&A; segment CFO responsibility |
| Acelity (acquired by 3M) | Vice President of Finance | 2015–2020 | Finance leadership at global med-tech company acquired by 3M |
| iHeartMedia | Vice President, Finance | Not disclosed | Corporate finance leadership |
| SunEdison | Head of Corporate FP&A | Not disclosed | Led corporate FP&A |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Marino |
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Base Salary | $523,769 | Actual paid; base salary set at $530,000 annually in employment agreement |
| Target Bonus % | 85% of salary (max 150%) | Prorated to ~84% for 2024 due to timing of promotion |
| ACIP (Bonus) Paid | $551,460 | Composed of $213,966 tied to 48.5% certified performance and $337,494 discretionary award |
| Sign-on/Promotion Cash Bonus | $200,000 | Paid per employment agreement upon promotion to CFO |
Performance Compensation
Annual Cash Incentive Program (ACIP) – 2024
| Metric | Weighting | Target Definition | Actual Performance/Payout | Discretion | Vesting/Timing |
|---|---|---|---|---|---|
| ACIP Revenue | 30% | Company revenue (with specified adjustments) | Program certified at 48.5% overall; Marino’s calculated payout $213,966 | Committee added $337,494 discretionary award recognizing debt refinancing effort and stability needs | Paid March 2025 |
| Non-GAAP Operating Profit | 50% | EBIT adjusted for share-based comp, transactions, restructuring, amortization, impairments, FX and non-core items | Included in 48.5% certification | See above | See above |
| Cash Flow from Operations | 20% | Net income adjusted for non-cash items and working capital changes | Included in 48.5% certification | See above | See above |
2024 Promotion Equity Awards (Grant date: Feb 21, 2024)
| Instrument | Metric/Structure | Target Units | Payout Range | Vesting |
|---|---|---|---|---|
| PSUs (Tranche 1) | Relative TSR vs comparator group | 188,239 | 0–200% of target | Annual tranches after 1-, 2-, 3-year measurement periods (2024–2026) |
| PSUs (Tranche 2) | Relative TSR vs comparator group | 188,239 | 0–200% of target | Same as above |
| PSUs (Tranche 3) | Relative TSR vs comparator group | 188,238 | 0–200% of target | Same as above |
| RSUs | Time-based | 1,694,149 units | N/A | Equal annual installments over three years (Feb 21, 2025/2026/2027) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 803,537 shares; less than 1% of outstanding |
| Components/Upcoming Vesting | Includes 47,170 RSUs scheduled to vest within 60 days of record date (April 22, 2025) |
| Unvested RSUs (as of 12/31/2024) | 1,694,149 (Feb 21, 2024 grant) plus earlier RSUs of 12,539 (Mar 22, 2022), 42,083 (Jan 24, 2023), 63,292 (Mar 16, 2023) |
| Unearned PSUs (as of 12/31/2024) | 564,716 subject to relative TSR across 2024–2026 measurement periods |
| Vesting Schedules | RSUs: annual over 2–3 years; PSUs: equal annual tranches based on TSR; specific dates enumerated in footnotes |
| Stock Ownership Guidelines | EVP required to hold 3x base salary; 5 years to comply |
| Hedging/Pledging | Prohibited: no short sales, options/derivatives, margin accounts, or pledging company stock |
| Insider Filings | One late Form 4 filing in 2024 noted for Marino’s RSUs (filed Mar 19, 2024) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Base & Bonus | Base salary $530,000; Target bonus 85% with 150% max; $200,000 signing/promotion bonus |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base + 12 months target bonus + prorated target bonus + lump-sum 12 months COBRA cost; accelerated vesting of equity within 6 months if death/disability |
| Change-in-Control (CIC) Plan | Tier 1 benefits: lump-sum 2x base + target bonus; prorated target bonus; 18 months COBRA; outplacement up to $20,000; accelerated equity awards with tax gross-up on equity acceleration per CIC Plan; 1-year non-compete/non-solicit post-employment |
| Illustrative CIC Economics | Total estimated value for Marino under CIC termination: $9,215,859 (includes salary, bonuses, accelerated RSUs/PSUs, COBRA, outplacement) based on 12/31/2024 valuation assumptions |
| Restrictive Covenants | Confidentiality and non-disparagement (perpetual), non-compete and non-solicit (one year post-employment under CIC Plan) |
| Clawback | Executive Officer Incentive Compensation Clawback Policy compliant with SEC/Nasdaq (restatement-triggered recovery) |
Compensation Structure Notes
- Peer Group and Benchmarking: Korn Ferry advises the Compensation Committee; peer set revised in Aug 2024 (e.g., added Okta and GoDaddy; removed Splunk and Super Micro). Selection emphasizes similar industry and revenue scale; used to inform pay levels and design, not as a strict formula .
- Say-on-Pay: 84.5% approval at 2024 Annual Meeting; Committee retained program structure for 2024 .
- 2024 LTIP for NEOs: Blend of time-based RSUs and PCASH tied to stock price performance; Marino did not participate in 2024 LTIP due to his promotion awards; will be eligible in 2025 .
Investment Implications
- Alignment vs. Retention: Large 3-year RSU/PSU promotion package (RSUs 1.69M; PSUs 564.7k target) creates strong retention through 2027 while linking a material portion to relative TSR; hedging/pledging bans mitigate misalignment risk .
- Pay-for-Performance: 2024 bonuses were certified at 48.5% vs. targets on revenue, non-GAAP operating profit, and cash flow, but the Committee exercised discretion to materially increase payouts (Marino discretionary $337,494), signaling flexibility during refinancing/stability efforts; investors should watch for consistency between outcomes and targets in 2025+ .
- Change-in-Control Economics: CIC plan offers substantial cash severance and equity acceleration with tax assistance on equity acceleration; while standard for the sector, the magnitude ($9.2M modeled) could influence retention or negotiation dynamics in strategic events .
- Ownership/Trading Signals: Beneficial ownership is <1%; RSU/PSU cadence implies recurring vest dates through 2025–2027; monitor Form 4 activity around vesting windows for potential selling pressure, though pledging/margin sales are prohibited .
- Company Performance Context: 2024 TSR markedly trails peers; Net Income negative while Non-GAAP Operating Profit positive; Marino’s compensation package puts emphasis on TSR/stock performance via PSUs, aligning future payouts with improved execution .