DEF 14A of Rackspace Technology, Inc., Apr 30, 2026

DEF 14A of Rackspace Technology, Inc.

Filed Apr 30, 2026 · FY20250001810019-26-000032

Open on EDGAR

  1. (Amendment No. )

    | TABLE OF CONTENTS | | | GENERAL INFORMATION | 1 | | BOARD OF DIRECTORS | 6 | | CORPORATE GOVERNANCE | 8 | | COMPENSATION OF NON-EMPLOYEE DIRECTORS | 14 | | PROPOSAL 1—ELECTION OF DIRECTORS | 16 | | AUDIT AND NON-AUDIT FEES | 17 | | REPORT OF THE AUDIT COMMITTEE | 17 | | PROPOSAL 2—AUDITOR RATIFICATION | 18 | | EXECUTIVE OFFICERS | 19 | | COMPENSATION DISCUSSION AND ANALYSIS | 19 | | SUMMARY COMPENSATION TABLE | 28 | | EMPLOYMENT AND SEPARATION AGREEMENTS | 29 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 31 | | GRANTS OF PLAN-BASED AWARDS | 33 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 34 | | PAY VERSUS PERFORMANCE TABLE | 35 | | EQUITY COMPENSATION PLANS | 39 | | COMPENSATION COMMITTEE REPORT | 39 | | PROPOSAL 3—SAY-ON-PAY | 40 | | PROPOSAL 4—2020 INCENTIVE PLAN AMENDMENT | 41 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 48 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 51 | | DELINQUENT SECTION 16(A) REPORTS | 53 | | REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 53 | | OTHER MATTERS | 54 | | CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 54 | | APPENDIX A—2020 INCENTIVE PLAN AMENDMENT | 55 | | FORM OF PROXY CARD | 56 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board is divided into three classes, with each class serving a three-year term. Class III directors are up for election at the 2026 Annual Meeting. The following table sets forth certain information about our current directors and director nominees as of the date of this Proxy Statement. Mark Gross currently serves on our Board as a Class III director. His term expires at the 2026 Annual Meeting and he will not stand for re-election.

  3. BOARD OF DIRECTORS

    | Name | Age | Director Since | Class(1) | Term Expiring(1) | Position | | Jeffrey Benjamin | 64 | 2016 | Class I | 2027 | Independent Chairman of the Board | | Mitchell Garber | 61 | 2016 | Class II | 2028 | Director | | Gajen Kandiah | 58 | 2025 | Class III | 2026 | Chief Executive Officer and Director | | Anthony Roberts | 63 | 2023 | Class II | 2028 | Director | | Anthony Scott | 73 | 2023 | Class II | 2028 | Director | | Aaron Sobel | 39 | 2016 | Class I | 2027 | Director | | Michael Weston | 35 | — | Class III | — | Director Nominee |

  4. BOARD OF DIRECTORS

    (1) If elected at the 2026 Annual Meeting, Class III director nominees will each serve a three-year term expiring at the 2029 Annual Meeting. In addition, during Fiscal 2025, David Sambur and Susan Arthur served on our Board until January 15, 2025, Amar Maletira served on our Board until September 30, 2025, Shashank Samant served on our Board until August 20, 2025, and Vikram Mahidhar served on our Board from January 15, 2025 through September 30, 2025. Betsy Atkins served on our Board until March 31, 2026.

  5. Director Biographies

    Director Biographies

  6. Director Nominees

    Director Nominees Gajen Kandiah has served as a Director and our Chief Executive Officer (“CEO”) since September 2025. Prior to joining Rackspace Technology, Mr. Kandiah spent over 4 years in various roles within the Hitachi group of companies, including as President and Chief Operating Officer of Hitachi Digital where he integrated AI across industrial and enterprise portfolios, Executive Chairman of Hitachi Digital Services, Chairman of Hitachi Cyber, and Chief Executive Officer of Hitachi Vantara. Prior to Hitachi, Mr. Kandiah spent over 15 years with Cognizant, including as President, Digital Business & Engineering, helping to build and scale industry business process outsourcing and digital engineering businesses. In addition, Mr. Kandiah also serves on multiple private company boards. Mr. Kandiah is qualified to serve as a member of our Board because of the depth of his experience across services, infrastructure, software, and AI. Michael Weston is a nominee for election at the 2026 Annual Meeting. He is currently a Principal within the private equity group at Apollo, having joined in 2022. Mr. Weston brings nearly a decade of investing and portfolio management experience having served as a private equity associate at Oaktree Capital Management and as an investment banking analyst at Credit Suisse prior to joining Apollo. Mr. Weston has also served on the board of Apollo Education Group, Inc. (University of Phoenix) since 2025. Mr. Weston graduated cum laude with a Bachelor’s degree from Brigham Young University and with a Masters of Business Administration from Harvard Business School. We believe that Mr. Weston is qualified to serve as a member of our Board because of his expertise in private equity investing and portfolio management, his direct experience overseeing technology and services sector investments, and his familiarity with the Company’s capital structure, strategy and operations.

  7. Directors Continuing in Office

    Directors Continuing in Office Jeffrey Benjamin has more than 35 years of investment banking, investment management and directorial board experience. Mr. Benjamin has been a senior advisor to Cyrus Capital Partners since June 2008. Mr. Benjamin has also served as chairman of the board of Gold.com, Inc. (formerly A-Mark Precious Metals, Inc.) since 2014. Mr. Benjamin previously served on the board of American Airlines Group Inc. until 2024, Hexion Inc. until 2022, Involta LLC until 2022, as well as other boards such as Chemtura Corporation and Caesars Entertainment Corporation. Mr. Benjamin also serves on multiple private company boards. Mr. Benjamin holds both an M.S. in management from the Sloan School of Management at MIT and a Bachelor’s degree from Tufts University. We believe that Mr. Benjamin is qualified to serve as a member of our Board because of his extensive investment management and financial services experience and because of his experience serving on the boards of multiple companies. Mitchell Garber is currently chairman of the board of Invest in Canada, the Canadian government federal agency responsible for foreign direct investment in Canada. Mr. Garber is a co-investor and a member of the boards of fashion house Lanvin Group Holdings Ltd and Shutterfly Inc. He previously served on the boards of Apollo Strategic Growth Capital, Artisan Acquisition Corp. and Finnovate Acquisition Corp. Mr. Garber is a minority owner of the NHL Seattle Kraken hockey team. From 2013 until 2017, Mr. Garber was the CEO of Caesars Acquisition Company and, under his leadership, built an Israeli based mobile games business which was sold in 2016 to a Chinese consortium including Giant Interactive and Jack Ma for approximately $4.4 billion. Mr. Garber sits on the board and leads a number of philanthropic activities in Canada and Israel. Mr. Garber has a Bachelor’s degree from McGill University, a JD and honorary doctorate from the University of Ottawa and was awarded the Order of Canada in 2019. We believe that Mr. Garber is qualified to serve as a member of our Board because of his experience in building and leading businesses and because of his experience serving on the boards of multiple companies. Anthony Roberts has over 35 years of technology, change management and entrepreneurial experience, and is currently an investor, business, and technology advisor. Mr. Roberts most recently spent over 15 years at Walgreens Boots Alliance, the final seven as Global CIO. Previously, Mr. Roberts held senior technology and supply chain roles in Europe and the US for the Multinational Forces and Observers (an NGO), PepsiCo Europe, United Parcel Service, and M&G Reinsurance Company. Mr. Roberts currently serves in non-executive and advisory roles for technology-led global business, including Kearney and Photon Interactive as well as a member of the Hitachi Digital Services Board of Directors. Mr. Roberts holds a BA in German and French, as well as a post graduate education degree from the University of Keele (UK). Mr. Roberts also serves as Vice Chair of the UK Charity "Venice in Peril" which raises funds to support conservation works and the sustainability of Venice and its lagoon. We believe that Mr. Roberts is qualified to serve as a member of our Board because of his experience in information technology and business and because of his entrepreneurial background. Anthony Scott has served as president and chief executive officer of Intrusion, Inc., a publicly traded cybersecurity firm since 2021 and has also served as a director of Intrusion, Inc. since 2022. He founded and has served as chief executive officer of TonyScottGroup, LLC, a consulting firm focused on early-stage cybersecurity and privacy technologies, since 2017. Before starting the TonyScottGroup, Mr. Scott was appointed by President Obama as the Federal Chief Information Officer for the U.S. government in 2015, with oversight, budget and management responsibilities for the more than $85 billion annual IT budget. Prior to working for the U.S. government, Mr. Scott was chief information officer at VMware, Microsoft, and The Walt Disney Company, as well as chief technology officer at General Motors, and he has also held senior executive positions at Bristol Meyers Squibb, PricewaterhouseCoopers, Sun Microsystems, and Marriott. Mr. Scott was selected to serve on the Company's Board based on his executive leadership and industry reputation as a veteran authority on cybersecurity, IT governance and crisis management matters across a variety of industries, including governmental agencies and numerous public companies. In addition, Mr. Scott is a renowned expert on providing public and private sector executive insights concerning matters such as digital transformation, cloud adoption, machine learning, AI, governance, open data, and workforce diversity, and he has appeared before Congress as well as at numerous industry forums. Aaron Sobel is currently a Partner at Apollo, having joined in 2011. Prior to that time, Mr. Sobel was a member of the investment banking division of Goldman Sachs. Mr. Sobel serves on the board of directors of Brightspeed, Cox Media Group, 25Madison, and Legendary Entertainment. He is also a board member of The Mount Sinai Surgery Advisory Board. He previously served as a director of Endemol Shine Group. In 2023, Mr. Sobel was included by Private Equity International in its “Future 40 Leaders: Dealmakers” list and by Variety as one of the “Top 500 Entertainment Business Leaders”. Mr. Sobel graduated with a BBA from the University of Michigan with highest honors. We believe that Mr. Sobel is qualified to serve as a member of our Board because of his extensive financial services experience, his deep familiarity with the Company’s business and strategy, and because of his experience serving on the boards of multiple companies.

  8. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  9. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Our Non-Employee Director Compensation Policy (the “Director Compensation Policy”) provides for compensation payable to our non-employee directors in the form of cash retainers and restricted stock units (“RSUs”) and is subject to review, amendment, or modification by our Board in its discretion. Directors who are employees of Apollo (i) are not considered non-employee directors for purposes of the Director Compensation Policy, (ii) are not eligible to receive compensation under the Director Compensation Policy, and (iii) are not subject to the stock ownership guidelines. In consultation with the Company’s independent compensation consultant, the Board approved the following Director Compensation Policy, effective January 1, 2025:

  10. Non-Employee Director Compensation Policy

    | Compensation Element | | Amount | | Annual Cash Retainer | | $100,000 | | Annual Equity Retainer (“Annual RSUs”)(1) | | $200,000 | | Additional Annual Retainers | | | | | Non-Executive Chair Annual Equity Retainer (if CEO is not Chairman of the Board) (“Chairman RSUs”)(1) | $50,000 | | | Non-Executive Chair Annual Cash Retainer (if CEO is not Chairman of the Board) | $70,000 | | | Lead Director Annual Fee (if our CEO is also Chairman of the Board) | $30,000 | | | Audit Committee Chair Annual Fee | $30,000 | | | Compensation Committee Chair Annual Fee | $20,000 | | | N&CG Committee Chair Annual Fee | $15,000 | | | Executive Committee Chair Annual Fee | $20,000 | | | Audit Committee Member Annual Fee | $20,000 | | | Compensation Committee Member Annual Fee | $15,000 | | | N&CG Committee Member Annual Fee | $15,000 | | | Executive Committee Member Annual Fee | $10,000 |

  11. Non-Employee Director Compensation Policy

    (1) Pursuant to the Director Compensation Policy, the number of shares subject to the Annual RSUs and the Chairman RSUs is determined by dividing the applicable dollar value of the award by the volume weighted average closing price of our Common Stock for the thirty trading days immediately preceding and including the grant date. For Fiscal 2025 only, the number of shares subject to the Annual RSUs and Chairman RSUs was determined by dividing the dollar value of such awards by a fixed price of $2.65 per share. Subject to the director’s continued service, the Annual RSUs and Chairman RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the next annual meeting of stockholders following the grant date. A non-employee director who joins our Board after the date of the annual meeting for the relevant year will be eligible for a prorated annual equity retainer following such director’s appointment. The Director Compensation Policy permits, but does not require, non-employee directors to elect to receive the cash portion of their annual director compensation in the form of equity, with such equity awards granted quarterly in arrears and vesting in full upon grant (the “Elective Equity”). The number of shares subject to the Elective Equity is determined by dividing the cash amount otherwise payable to the non-employee director by the volume weighted average closing price of our Common Stock for the thirty trading days immediately preceding and including the grant date. Our directors are also reimbursed for reasonable travel and other out-of-pocket expenses incurred in connection with their service as a director.

  12. Fiscal 2025 Director Compensation

    Fiscal 2025 Director Compensation Eight members of our Board who served during Fiscal 2025 received compensation for their service as a director. All other members of our Board who served in Fiscal 2025 were either an employee of the Company (in the case of Mr. Maletira and Mr. Kandiah) or employees of Apollo (in the case of Messrs. Sambur, Sobel and Mahidhar) and did not receive any additional compensation for their service as directors. Mr. Weston is employed by Apollo and will not receive any additional compensation for his service as a director, if elected.

  13. Fiscal 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards (1)(8) | Total | | Susan Arthur(2) | $3,889 | $— | $3,889 | | Betsy Atkins(3) | $100,000 | $90,565 | $190,565 | | Jeffrey Benjamin(4) | $245,625 | $135,333 | $380,958 | | Mitchell Garber | $135,000 | $90,565 | $225,565 | | Mark Gross(5) | $120,000 | $90,565 | $210,565 | | Anthony Roberts(6) | $100,000 | $90,565 | $190,565 | | Shashank Samant(7) | $63,587 | $90,565 | $154,152 | | Anthony Scott | $120,000 | $90,565 | $210,565 |

  14. Fiscal 2025 Director Compensation

    (1) Represents the aggregate grant date fair value of RSUs granted to our non-employee directors in Fiscal 2025, as further described in the Director Compensation Policy. For each non-employee director, the amount in this column includes 75,471 Annual RSUs granted on June 20, 2025. For Mr. Benjamin, the amount in this column also includes 18,867 Chairman RSUs granted on June 20, 2025 and a pro-rated award of 8,610 Chairman RSUs granted on January 23, 2025 in connection with his initial appointment as Independent Chairman of the Board. The values reported represent the aggregate grant date fair value of each award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 12, “Share-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in the 2025 Annual Report, for the assumptions used in valuing these awards. (2) Ms. Arthur resigned from the Board effective January 15, 2025. (3) Ms. Atkins resigned from the Board effective March 31, 2026. (4) Mr. Benjamin was appointed Independent Chairman of the Board on January 15, 2025. (5) Mr. Gross is not standing for re-election at the 2026 Annual Meeting following the completion of his term as a Class III director. (6) Mr. Roberts resides in the United Kingdom and the cash amounts paid to him were converted from USD to GBP using the exchange rate in effect on or about the applicable payment date. (7) Mr. Samant resigned from the Board on August 20, 2025 and his Annual RSUs were forfeited in accordance with the terms and conditions of the RSU award agreement. (8) The following table provides a summary of the unvested stock awards held by each non-employee director as of December 31, 2025.

  15. Fiscal 2025 Director Compensation

    | Name | Award Type | # Shares or Units That Have Not Vested | Vest Date | | Betsy Atkins | RSUs | 75,471 | June 18, 2026(a) | | Jeffrey Benjamin | RSUs | 94,338 | June 18, 2026 | | Mitchell Garber | RSUs | 75,471 | June 18, 2026 | | Mark Gross | RSUs | 75,471 | June 18, 2026 | | Anthony Roberts | RSUs | 75,471 | June 18, 2026 | | Anthony Scott | RSUs | 75,471 | June 18, 2026 |

  16. Fiscal 2025 Director Compensation

    (a) Subsequent to the December 31, 2025, the RSUs held by Ms. Atkins were accelerated effective March 31, 2026 in connection with her resignation from the Board.

  17. Director Compensation Limit

    Director Compensation Limit Under the Director Compensation Policy and the 2020 Incentive Plan, the sum of the grant date value of all equity awards granted and all cash compensation paid to each non-employee director for service as a director may not exceed $750,000 in any calendar year, provided that this limitation does not apply to compensation payable in the year of a non-employee director’s initial appointment or election to our Board.

  18. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS Our Board currently consists of seven directors, divided into three classes. Each class serves a staggered three-year term. At each annual meeting of stockholders, nominees are elected for the class of directors whose terms expire at such meeting to serve three-year terms. Under the Company’s certificate of incorporation and bylaws, the Board may increase or decrease the number of directors comprising the entire Board, provided that the total number is not less than 3 or more than 15. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as practicable, each class will consist of one-third of the Board. The terms of Class III directors, including Messrs. Kandiah and Gross, will expire at the 2026 Annual Meeting. Mr. Gross is not standing for re-election at the 2026 Annual Meeting. The Board has nominated Messrs. Kandiah and Weston for election at the 2026 Annual Meeting. Each nominee has indicated his willingness to serve, if elected. If any nominee becomes unable or unwilling to serve at the time of the 2026 Annual Meeting, the Board, at its discretion, may reduce its size or designate a substitute nominee in accordance with the Company’s certificate of incorporation and bylaws. If the Board designates a substitute nominee, proxies received for the original nominee will be voted for the substitute nominee, unless instructions are given to the contrary. Each director elected at the 2026 Annual Meeting will serve until the earlier of such director’s successor being duly elected and qualified or such director’s death, resignation or removal. The directors continuing in office who are not nominees for election at the 2026 Annual Meeting include Messrs. Benjamin, Garber, Roberts, Scott and Sobel. Biographies and other required information for each nominee, as well as each director continuing in office, are presented above under “Board of Directors—Director Biographies.”

  19. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to retain, compensate, and terminate an independent compensation consultant and any other advisors necessary to assist in its responsibilities. For Fiscal 2025, the Compensation Committee retained Korn Ferry (“Korn Ferry”), a compensation consulting firm, as its independent external advisor to assist in evaluating executive compensation, and to provide insight and market perspective on the Company’s compensation programs. Korn Ferry advised the Compensation Committee on peer companies for use in executive compensation market analysis and the compensation of the NEOs. Korn Ferry also advised the Compensation Committee on director compensation. In selecting Korn Ferry, the Compensation Committee reviewed Korn Ferry’s independence, including the factors prescribed by the SEC, and concluded that there were no conflicts of interest that would preclude Korn Ferry from serving as an independent advisor to the Compensation Committee. Korn Ferry did not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation Committee on executive and director compensation.

  20. Role of External Market Data

    Role of External Market Data The Compensation Committee considers a number of factors in determining executive compensation, including position-specific market and benchmarking data, the executive’s experience and performance, and internal pay equity. While the Compensation Committee generally targets executive compensation at the market median in the aggregate (including both selected peer companies and the broader competitive market), it may also apply positive or negative discretion in making individual compensation decisions based on factors such as: •specific organizational considerations, including where the role is considered critical to delivering on the Company’s overall business strategy; •the need for specific expertise in building new or improving upon existing business functions, particularly when hiring external candidates; •individual performance and retention considerations, particularly for key executives considered critical to the Company’s success; and •tenure in a role or a role that is more broad or narrow than typical market roles.

  21. Peer Group

    Peer Group The Compensation Committee, with the assistance of Korn Ferry, has developed a peer group for use in making compensation decisions. While the Compensation Committee considers the executive compensation data at peer group companies in making compensation decisions, it does not rely on peer group data as the sole factor. The table below highlights how the companies included in the peer group were chosen, and how the compensation information related to these companies is used.

  22. Peer Group

    | How Peer Group Companies are Selected | | •Similar or related industry sector | | •Generally includes companies that have achieved between one-third and 3x the Company’s revenue |

  23. Peer Group

    | How Peer Group Data is Utilized | | •As an input in determining base salaries, annual incentive targets and long-term incentive awards | | •As an input in the design of compensation plans | | •To validate whether our executive compensation program is aligned with Company performance | | •To benchmark the form and mix of equity awards granted to our executive officers |

  24. Peer Group

    The Compensation Committee periodically reviews the peer group to determine whether changes in business conditions affecting the Company or its peers warrant revisions. Together with Korn Ferry, the Compensation Committee conducted a comprehensive review of the peer group in 2025 and determined not to make any changes from the prior year. The peer group utilized was as follows:

  25. Peer Group

    | Akamai Technologies, Inc. | NetApp, Inc. | TTEC Holdings, Inc. | | Conduent Incorporated | Okta, Inc. | Twilio Inc. | | CSG Systems International, Inc. | PTC Inc. | Unisys Corporation | | EPAM Systems, Inc. | Pure Storage, Inc. | Verisign, Inc. | | GoDaddy Inc. | Teradata Corporation | |

  26. Overview

    | Compensation Element | Brief Description and Objectives | | Base Salary | •Fixed compensation primarily used to attract and retain top talent with the experience, skills and abilities critical to our long-term success •To reward sustained success in meeting or exceeding key corporate business objectives through merit increases | | Annual Cash Incentive Program | •Variable, annual cash compensation which takes into account Company and individual performance •To drive Company and individual performance against key strategic goals that are aligned with the interests of our stockholders | | Long-Term Equity Incentives (Time-Based and Performance-Based) | •Variable, equity-based compensation used to promote achievement of longer-term performance objectives •To create multi-year performance and retention incentives, and to align executive interests with those of our stockholders, typically utilizing multi-year vesting periods | | Long-Term Cash Incentives | •Variable, cash-based compensation used to promote achievement of longer-term performance objectives •To create multi-year performance and retention incentives, and to align executive interests with those of our stockholders, typically utilizing multi-year vesting periods | | Employee Benefits and Limited Perquisites | •Includes medical, dental, and disability plans, as well as relocation programs and limited perquisites •To promote health, wellness, and well-being of our executives | | Retirement Programs | •Retirement savings plan (401(k) + company match), providing basic retirement for our executives |

  27. Annual Cash Incentive Program and Discretionary Bonuses

    Annual Cash Incentive Program and Discretionary Bonuses The second component of executive officer compensation is the annual cash incentive program (“ACIP”). The Fiscal 2025 ACIP (the “2025 ACIP”) was designed to pay a significant portion of our NEO’s target annual cash compensation based on individual and Company performance. The 2025 ACIP provides for an annual cash target bonus opportunity as a percentage of base salary (the “ACIP Target”), with the final payout depending on actual Company performance compared to predetermined performance goals. The ACIP Target is initially specified in each NEO’s employment agreement and may be adjusted from time to time by the Compensation Committee to reflect job performance and responsibilities, experience, value to the Company, relative internal pay positioning, and competitive market factors. The Compensation Committee may also apply discretion when determining the final payouts. In early 2025, the Compensation Committee established predetermined performance goals for the 2025 ACIP and in early 2026, the Compensation Committee certified the Company’s actual performance against those goals as set forth in the table below:

  28. Annual Cash Incentive Program and Discretionary Bonuses

    | Group(1) | Performance Metric(2) | Weight | Threshold (in millions) | Target (in millions) | Maximum (in millions) | Actual Performance | Percent Achievement | | | Corporate | Non-GAAP Operating Profit | 100% | $110.0 | $159.0 | $262.0 | $154.4 | 45.5% | 45.5% | | Public Cloud | Non-GAAP Operating Profit | 30% | $110.0 | $159.0 | $262.0 | $154.4 | 45.5% | 29.3% | | | Public Cloud Owned Operating Profit | 70% | $70.0 | $90.0 | $135.0 | $78.7 | 22.3% | |

  29. Annual Cash Incentive Program and Discretionary Bonuses

    (1)Messrs. Kandiah, Maletira, and Marino were assigned to the Corporate Group. Mr. Sinha was assigned to the Public Cloud Group. (2)For purposes of the 2025 ACIP, “Non-GAAP Operating Profit” was defined as income (loss) from operations, adjusted to exclude the impact of non-cash charges for share-based compensation, transaction-related costs and adjustments, restructuring and transformation charges, the amortization of acquired intangible assets, and certain other non-operating, non-recurring or non-core gains and losses. Public Cloud Owned Operating Profit reflects the segment operating profit for Public Cloud as reported under ASC 280. In addition, for purposes of the 2025 ACIP, all applicable performance metrics were further adjusted to exclude the impact of the ACIP compensation accrual (to avoid circular measurement). In addition, based on its holistic assessment of Company and individual performance and other relevant considerations, including leadership continuity and retention during a turnaround period of significant strategic transition, the Compensation Committee determined that the formula-based payout levels did not adequately reflect the retention and other risks associated with certain of its key executives and the competitive markets for executives with comparative expertise. The Compensation Committee therefore exercised discretion to increase payouts for certain NEOs under the 2025 ACIP, as provided in the table set forth below:

  30. Annual Cash Incentive Program and Discretionary Bonuses

    | NEO | Fiscal 2025 Base Salary | ACIP Target (%) | ACIP Target ($) | Resulting ACIP Payout | Discretionary Amount | Total Bonus for Fiscal 2025 | | Gajen Kandiah(1) | $1,000,000 | 150% | $493,151 | $493,151 | $— | $493,151 | | Amar Maletira(2) | $900,000 | 150% | $909,863 | $412,305 | $— | $412,305 | | Mark Marino | $530,000 | 85% | $450,500 | $204,978 | $245,522 | $450,500 | | DK Sinha | $650,000 | 100% | $650,000 | $190,450 | $459,550 | $650,000 |

  31. Annual Cash Incentive Program and Discretionary Bonuses

    (1) For Fiscal 2025, Mr. Kandiah’s employment agreement provides that his annual bonus was not less than his Target Bonus (150% of base salary), pro-rated based on the number of days employed by the Company during 2025. (2) Per his separation agreement, Mr. Maletira’s bonus was paid based on the Company’s actual performance and pro-rated based on the number of days employed by the Company during Fiscal 2025.

  32. Long-Term Incentive Program

    Long-Term Incentive Program The Company’s long-term incentive program (“LTIP”) is designed to provide a significant portion of our executives’ compensation opportunity in equity-based instruments and/or other vehicles with long-term performance metrics. Long-term incentives may include time-based awards and/or performance-based awards, and may be denominated in shares of our Common Stock or cash and typically vest over three years. LTIP awards are intended to support recruitment, align executives’ interests with those of our stockholders, promote value creation and drive the achievement of long-term business goals. Under the 2020 Incentive Plan, we are permitted to grant awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”) and other stock or cash-based awards. The 2020 Incentive Plan is designed to align the interests of our management team with our stockholders. Annual Long-Term Incentive Awards Each year, the Compensation Committee grants long-term incentive awards to our NEOs after considering competitive market data, individual performance, the NEO’s total target compensation, each NEO’s level of responsibility within the Company, the potential to enhance long-term stockholder value, and other factors. For Fiscal 2025, the Compensation Committee determined that the value of our annual long-term incentive awards to NEOs would be delivered in the form of (i) time-based RSUs, which vest in quarterly installments over three years, subject to continued service, and (ii) performance-based long-term cash awards (“PCASH”), which vest over three years based on our stock price performance over one-, two-, and three-year performance periods, subject to continued service (collectively, the “2025 LTIP”). In the context of the Company’s ongoing turnaround, the Compensation Committee structured the 2025 LTIP to balance retention, alignment and performance accountability. The combination of time-based RSUs and multi-year, stock price-linked PCASH awards reinforces leadership stability while directly tying realized compensation to sustained improvements in shareholder value over the course of our business recovery. This approach is designed to incentivize disciplined execution of the turnaround strategy and align pay outcome with the Company’s long-term performance. The 2025 PCASH awards included the performance goals for each of the three performance periods shown in the table below. For the initial performance period ended December 31, 2025, the RXT Ending Stock Price was $1.05, which resulted in a 67% Vesting Percentage.

  33. Long-Term Incentive Program

    | Performance Level | RXT Ending Stock Price(1) | Vesting Percentage(2) | | Minimum | $1.94 or lower | 67% | | Target | $2.44 | 100% | | Maximum | $2.94 or higher | 133% |

  34. Long-Term Incentive Program

    (1) The RXT Ending Stock Price is calculated by using the VWAP market closing price of the Company’s Common Stock for the thirty (30) consecutive trading days immediately preceding and including December 31 of the applicable performance period. (2) The Vesting Percentage for Stock Price Performance between Performance Levels shall be determined by linear interpolation. The decision to grant a combination of time-based and cash-based long-term incentive awards in Fiscal 2025 took into account considerations including the importance of providing long-term incentives aligned with stockholder interests (including through a performance metric indexed to the Company’s stock price performance), potential dilution from equity awards, the performance of equity awards made in prior years, continued equity alignment, retention and potential cash outlays. The 2025 LTIP awards vest over approximately three years, subject to continued employment, providing a key retention tool in our executive compensation program and encouraging stability. In addition, our NEOs are subject to the stock ownership guidelines as described below under “Executive Stock Ownership Guidelines.” For additional details on the 2025 LTIP awards made to our NEOs, please see the “Grants of Plan-Based Awards” table below. One-Time Retention, Promotion and Sign-On Awards In connection with his hiring as CEO and in order to attract and retain him, on September 4, 2026, the Company granted Mr. Kandiah one-time awards of (i) 4,000,000 RSUs vesting ratably over four years and (ii) 6,000,000 stock options with an exercise price of $1.30, vesting ratably over 4 years (the “CEO Inducement Awards”). These awards were granted as inducement awards in accordance with applicable stock exchange rules and were selected to provide our new CEO with both a foundation of ownership and retention through time-based RSUs as well as drive stockholder value creation through the stock options. The Compensation Committee believes the Company’s stock price will be a key barometer to measure the success of the leadership team over the coming years. For additional details on these awards, please see the “Grants of Plan-Based Awards” table below. Executive Stock Ownership Guidelines Our officers are subject to stock ownership requirements. Under the stock ownership guidelines, a “Designated Officer” is expected to acquire and continue to hold, during the term of his or her employment with the Company and its affiliates, ownership of the Company’s Common Stock having a value equal to the multiple of his or her annual base salary indicated in the table below, based on title. Designated Officers have five (5) years to satisfy these guidelines after the effective date of the stock ownership guidelines or the date of being designated as a Designated Officer, whichever is later. Holdings that count toward meeting the stock ownership guidelines include Common Stock owned outright or beneficially, directly or indirectly, by the Designated Officer (or his or her immediate family members), time-based RSUs granted to the Designated Officer, and Common Stock purchased pursuant to the Company’s ESPP. Progress is measured as of December 31 each year. As of December 31, 2025, all NEOs met the applicable requirement or were on track to meet it during the requisite five-year period.

  35. Long-Term Incentive Program

    | Designated Officer | Salary Multiple | | Chief Executive Officer | 5x | | Executive Vice Presidents | 3x | | Senior Vice Presidents | 2x |

  36. Long-Term Incentive Program

    Equity Award Grant Practices Equity awards are generally discretionary and are typically granted to our NEOs and certain other employees on an annual basis. In certain circumstances, including new hires, promotions, retention, or other similar activities, the Compensation Committee (or the Chief Human Resources Officer under a delegation of authority) may approve grants at other times during the year. Since its initial public offering, the Company has not historically granted stock options to its employees; however, it did grant stock options under the CEO Inducement Awards in September 2025, as described above. Eligible employees, including our NEOs, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally in May and November. The Compensation Committee (and the Chief Human Resources Officer, as applicable) did not take material nonpublic information into account when determining the timing and terms of equity awards in Fiscal 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  37. Severance Benefits

    Severance Benefits Our severance arrangements are designed to promote loyalty and to provide executives with security and reasonable compensation upon certain terminations of employment. We are obligated to pay severance or other benefits to our NEOs upon certain terminations of employment pursuant to employment agreements or our Executive Change in Control Severance Plan. We may also provide severance benefits to executives who voluntarily terminate their employment with the Company to incentivize them to assist with transition-related matters. Further details regarding the severance benefits provided to our NEOs can be found below under “Potential Payments upon Termination or Change in Control.”

  38. Employment Agreements

    Employment Agreements Each of our NEOs is party to an employment agreement, which specifies the terms of the executive’s employment including certain compensation levels, and is intended to help retain the executive and to provide stability in our senior management team.

  39. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified deferred compensation plan (the “NQDC Plan”) under which our executive officers and certain management may participate. The Company terminated the NQDC Plan in Fiscal 2025 and no further deferrals are permitted under the plan, and amounts deferred will be distributed to participants in a lump sum in accordance with plan terms and applicable Internal Revenue Code requirements. We do not provide a company matching contribution to the NQDC Plan. Mr. Maletira participated in the NQDC Plan in Fiscal 2025.

  40. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m) of the Code For income tax purposes, public companies may not deduct any portion of compensation in excess of $1.0 million paid in a taxable year to certain “covered employees” (which generally includes our NEOs) under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Once an individual becomes a “covered employee” under Section 162(m) of the Code, all current and future compensation paid to such individual remains subject to the limitation. These tax effects are only one factor considered by our Compensation Committee when entering into compensation arrangements. Our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) of the Code if those requirements would impair flexibility in compensating our NEOs to best promote our overall objectives. We intend to continue to compensate our NEOs in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) of the Code where appropriate. Parachute Payments & Excise Taxes - Sections 280G and 4999 of the Code Section 280G of the Code disallows a tax deduction with respect to certain payments to executives of companies that undergo a change in control and Section 4999 of the Code imposes a 20% excise tax on the individual receiving “excess parachute payments.” Generally, parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans, including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executive’s prior compensation. Generally, our executive employment agreements provide that, to the extent the executive would be subject to Section 280G or 4999 of the Code, the executive’s parachute payments will be reduced to the extent necessary so that no portion is subject to the excise tax, but only if such reduction would result in a greater net after-tax benefit to the executive than would be realized if the payments were not reduced and the executive paid the applicable excise tax.

  41. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation we paid to each NEO for Fiscal 2025 and, to the extent required by SEC disclosure rules, Fiscal 2024.

  42. SUMMARY COMPENSATION TABLE

    | Executive | Year | Salary | Bonus(3) | Stock Awards(4) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | Nonqualified deferred compensation earnings(6) | All Other Compensation (7) | Total | | Gajen Kandiah(1) Chief Executive Officer | 2025 | $319,231 | $— | $5,200,000 | $5,580,000 | $493,151 | $— | $3,068 | $11,595,450 | | Amar Maletira(2) Former Chief Executive Officer | 2025 | $598,846 | $— | $6,014,938 | $— | $412,305 | $145,434 | $3,475,515 | $10,647,038 | | | 2024 | $900,000 | $695,250 | $6,148,275 | $— | $654,750 | $8,326 | $12,583 | $8,419,184 | | Mark Marino Executive Vice President and Chief Financial Officer | 2025 | $530,000 | $245,523 | $1,899,454 | $— | $204,978 | $— | $11,310 | $2,891,265 | | | 2024 | $523,769 | $537,494 | $4,337,021 | $— | $213,966 | $— | $8,885 | $5,621,135 | | DK Sinha Executive Vice President, President Public Cloud | 2025 | $650,000 | $459,550 | $2,690,893 | $— | $190,450 | $— | $14,604 | $4,005,497 | | | 2024 | $650,000 | $334,750 | $2,588,746 | $— | $315,250 | $— | $14,454 | $3,903,200 |

  43. SUMMARY COMPENSATION TABLE

    (1)Mr. Kandiah’s employment commenced on September 3, 2025. (2)Mr. Maletira’s employment terminated on September 3, 2025 and his service as a director concluded on September 30, 2025. (3)Amounts for Fiscal 2025 include discretionary adjustments to the actual payouts of the Fiscal 2025 ACIP, which were approved by the Compensation Committee as described further under “Compensation Discussion and Analysis—Annual Cash Incentive Program.” (4)The amounts reported in these columns for Fiscal 2025 represent the aggregate grant date fair value of the RSUs, PCASH, and/or stock options, as applicable, granted to each NEO, computed in accordance with FASB ASC Topic 718. The amounts reported for these awards may not represent the amount that the NEO will actually realize from the award through applicable vesting dates. See the "Grants of Plan-Based Awards" table for itemization of these amounts. (5)The amounts reported in this column for Fiscal 2025 include ACIP payments for each NEO that were earned for Fiscal 2025 and paid in March 2026, as discussed further under “Compensation Discussion and Analysis—Annual Cash Incentive Program.” The amount in this column for 2025 for Mr. Kandiah was paid at Target, pro-rated for the number of days he was employed by the Company during 2025, as set forth in his employment agreement. (6)The amount reported in this column for Fiscal 2025 represents earnings on Mr. Maletira’s nonqualified deferred compensation plan. (7)The amounts comprising “All Other Compensation” for Fiscal 2025 are included below. The Company matching contributions under our 401(k) plan are immediately vested.

  44. SUMMARY COMPENSATION TABLE

    | Executive | 401(k) Company Match | Severance | Accrued PTO Payout | Company paid group term life insurance | Regulatory Work From Home Allowance | Total | | Gajen Kandiah | $2,308 | $— | $— | $625 | $135 | $3,068 | | Amar Maletira(a) | $10,500 | $3,446,189 | $17,308 | $1,518 | $— | $3,475,515 | | Mark Marino | $10,500 | $— | $— | $810 | $— | $11,310 | | DK Sinha | $10,500 | $— | $— | $3,564 | $540 | $14,604 |

  45. SUMMARY COMPENSATION TABLE

    (a) The amount listed as Severance for Mr. Maletira reflects (i) an aggregate payment of $3,375,000 payable in equal installments over eighteen (18) months and (ii) a lump sum payment equivalent to eighteen (18) months of COBRA reimbursements and associated taxes, as required under Section 8(c) of the Maletira Employment Agreement for a qualifying termination without “cause.”

  46. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table shows long-term incentive awards outstanding as of December 31, 2025 for each of the NEOs.

  47. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Executive Type of Award Grant Date | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) | | Gajen Kandiah | | | | | | | | | | RSUs(2) 9/4/2025 | — | — | $— | — | 4,000,000 | $3,880,000 | — | — | | Options(3) 9/4/2025 | — | 6,000,000 | $1.30 | 9/4/2035 | — | $— | — | — | | Amar Maletira | | | | | | | | | | PCASH(4) 3/16/2023 | — | — | $— | — | — | — | — | $1,833,333 | | PCASH(5) 4/5/2024 | — | — | $— | — | — | — | — | $1,583,333 | | PCASH(6) 4/4/2025 | — | — | $— | — | — | — | — | $4,750,000 | | Mark Marino | | | | | | | | | | RSUs(7) 3/16/2023 | — | — | $— | — | 31,646 | 30,697 | — | $— | | RSUs(8) 2/21/2024 | — | — | $— | — | 1,129,433 | 1,095,550 | — | $— | | RSUs(9) 4/4/2025 | — | — | $— | — | 424,527 | 411,791 | — | $— | | PSUs(10) 2/21/2024 | — | — | $— | — | — | — | 376,477 | $365,183 | | PCASH(11) 4/4/2025 | — | — | $— | — | — | — | — | $1,500,000 | | DK Sinha | | | | | | | | | | RSUs(7) 3/16/2023 | — | — | $— | — | 348,106 | $337,663 | — | — | | RSUs(11) 4/5/2024 | — | — | $— | — | 216,450 | 209,957 | — | $— | | RSUs(9) 4/4/2025 | — | — | $— | — | 601,414 | 583,372 | — | $— | | PCASH(4) 3/16/2023 | — | — | $— | — | — | — | — | $916,667 |

  48. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Executive Type of Award Grant Date | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) | | PCASH(13) 4/5/2024 | — | — | $— | — | — | — | — | $1,333,334 | | PCASH(11) 4/4/2025 | — | — | $— | — | — | — | — | $2,125,000 |

  49. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1)The market value is based on the closing price of our Common Stock of $0.97, as reported by the NASDAQ on December 31, 2025. (2)Represents RSUs vesting in equal annual installments over four years, vesting on each of September 3, 2026, September 3, 2027, September 3, 2028, and September 3, 2029. (3)Represents stock options vesting in equal annual installments over four years, vesting on each of September 3, 2026, September 3, 2027, September 3, 2028, and September 3, 2029. (4)Represents PCASH vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2023 and December 31, 2025. The remaining unvested tranche is scheduled to vest on April 1, 2026 and will be paid based on actual performance, including for Mr. Maletira per the Maletira Separation Agreement. (5)Represents PCASH vesting in equal annual installments, which may be earned in an amount equal to 67% to 133% of target based on our stock price performance over one-, two- and three-year performance periods between January 1, 2024 and December 31, 2026. Per the Maletira Separation Agreement, the remaining tranche will be paid based on actual performance on or about the original vesting date of April 1, 2026. (6)Represents PCASH vesting in equal annual installments, which may be earned in an amount equal to 67% to 133% of target based on our stock price performance over one-, two- and three-year performance periods between January 1, 2025 and December 31, 2027. Per the Maletira Separation Agreement, the initial tranche will be paid based on actual performance on or about the original vesting date of April 1, 2026 and the remaining two tranches will be paid at target on or about September 30, 2026. (7)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested tranches scheduled to vest on March 16, 2026. (8)Represents RSUs vesting in equal annual installments over three years, with the remaining unvested tranches scheduled to vest on each of February 21, 2026 and February 21, 2027. (9)Represents RSUs vesting in quarterly installments over three years, with the remaining unvested tranches scheduled to vest on each of March 1, June 1, September 1, and December 1 each year, with the final tranche vesting on March 1, 2028. (10)Represents PSUs vesting in equal annual installments, which may be earned in an amount equal to 0% to 200% of target based on our relative TSR performance against a specified comparator group over one-, two- and three-year performance periods between January 1, 2024 and December 31, 2026. The remaining unvested portions are scheduled to vest on January 30, 2026 and January 30, 2027. (11)Represents PCASH vesting in equal annual installments, which may be earned in an amount equal to 67% to 133% of target based on our stock price performance over one-, two- and three-year performance periods between January 1, 2025 and December 31, 2027. The remaining unvested portions are scheduled to vest on each of April 1, 2026, April 1, 2027, and April 1, 2028. (12)Represents PCASH vesting in equal annual installments, which may be earned in an amount equal to 67% to 133% of target based on our stock price performance over one-, two- and three-year performance periods between January 1, 2024 and December 31, 2026. The remaining unvested portions are scheduled to vest on each of April 1, 2026 and April 1, 2027. (13)Represents RSUs vesting in quarterly installments over three years, with the remaining unvested tranches scheduled to vest on each of March 1, June 1, September 1, and December 1 each year, with the final tranche vesting on March 1, 2027.

  50. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table shows grants of plan-based awards granted to our NEOs during Fiscal 2025.

  51. GRANTS OF PLAN-BASED AWARDS

    | Executive Type of Award | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | Estimated Future Payouts under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(1) | | | | Target | Maximum | Target | Maximum | | | | | | Gajen Kandiah | | | | | | | | | | | Annual Cash Incentive Plan(2) | | $1,500,000 | $2,250,000 | — | — | — | — | — | $— | | Time-Based RSUs(3) | 9/4/2025 | $— | $— | — | — | 4,000,000 | — | — | $5,200,000 | | Time-Based Options(4) | 9/4/2025 | $— | $— | — | — | — | 6,000,000 | $1.30 | $5,580,000 | | Amar Maletira | | | | | | | | | | | Annual Cash Incentive Plan(2) | | $1,350,000 | $2,025,000 | — | — | — | — | — | $— | | PCASH - Tranche 1(5) | 4/4/2025 | $— | $— | 1,583,334 | 2,105,834 | — | — | — | $1,105,009 | | PCASH - Tranche 2(5) | 4/4/2025 | $— | $— | 1,583,333 | 2,105,833 | — | — | — | $1,174,358 | | PCASH - Tranche 3(5) | 4/4/2025 | $— | $— | 1,583,333 | 2,105,833 | — | — | — | $1,136,516 | | Time-Based RSUs(6) | 4/4/2025 | $— | $— | — | — | 1,792,452 | — | — | $2,599,055 | | Mark Marino | | | | | | | | | | | Annual Cash Incentive Plan(2) | | $450,500 | $675,750 | — | — | — | — | — | $— | | PCASH - Tranche 1(5) | 4/4/2025 | $— | $— | 500,000 | 665,000 | — | — | — | $348,950 | | PCASH - Tranche 2(5) | 4/4/2025 | $— | $— | 500,000 | 665,000 | — | — | — | $370,850 | | PCASH - Tranche 3(5) | 4/4/2025 | $— | $— | 500,000 | 665,000 | — | — | — | $358,900 | | Time-Based RSUs(6) | 4/4/2025 | $— | $— | — | — | 566,037 | — | — | $820,754 | | DK Sinha | | | | | | | | | | | Annual Cash Incentive Plan(2) | | $650,000 | $975,000 | — | — | — | — | — | $— | | PCASH - Tranche 1(5) | 4/4/2025 | $— | $— | 708,334 | 942,084 | — | — | — | $494,346 | | PCASH - Tranche 2(5) | 4/4/2025 | $— | $— | 708,333 | 942,083 | — | — | — | $525,371 | | PCASH - Tranche 3(5) | 4/4/2025 | $— | $— | 708,333 | 942,083 | — | — | — | $508,441 | | Time-Based RSUs(6) | 4/4/2025 | $— | $— | — | — | 801,886 | — | — | $1,162,735 |

  52. GRANTS OF PLAN-BASED AWARDS

    (1)Dollar amount reported reflects the fair value on the date of grant in each case calculated in accordance with ASC Topic 718. See Note 12, “Share-Based Compensation and Employee Benefit Plans,” in the Notes to Consolidated Financial Statements included in the 2025 Annual Report for the relevant assumptions used to determine the valuation of our long-term incentive awards. The amounts listed include grant date fair values for PCASH awards at target. (2)Possible payout levels shown under the ACIP are based on each NEO’s annualized salary as of December 31, 2025. (3)Represents RSUs vesting in equal annual installments over four years, vesting on each of September 3, 2026, September 3, 2027, September 3, 2028, and September 3, 2029. (4)Represents stock options vesting in equal annual installments over four years, vesting on each of September 3, 2026, September 3, 2027, September 3, 2028, and September 3, 2029. (5)Represents PCASH awards, which may be earned in an amount equal to 67% to 133% of target based on our stock price performance over one-, two- and three-year performance periods between January 1, 2025 and December 31, 2027, and vesting in equal annual installments on April 1 following the end of each performance period. See the description of the Maletira Separation Agreement under “Employment and Separation Agreements” above for a discussion of the treatment of Mr. Maletira’s awards in connection with his separation. (6)Represents RSUs vesting in quarterly installments over three years, with the remaining unvested tranches scheduled to vest on each of March 1, June 1, September 1, and December 1 each year, with the final tranche vesting on March 1, 2028. See the description of the Maletira Separation Agreement under “Employment and Separation Agreements” above for a discussion of the treatment of Mr. Maletira’s awards in connection with his separation.

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Compensation Committee believes that retaining our NEOs and other key employees by providing a degree of financial security and ensuring a continued dedication to duties in the event of a change in control is in the best interests of our stockholders. Each of our NEOs is entitled to receive the change in control or termination benefits under the applicable agreement described above under “Employment and Separation Agreements.” In addition, our NEOs are entitled to receive the change in control or termination benefits described below. As used in the long-term incentive award agreements, the terms “cause” and “good reason” have the same meanings given to such terms in the NEO’s employment agreement. If “cause” is not defined in the applicable employment agreement, “cause” is defined in the 2020 Incentive Plan. For purposes of long-term incentive awards issued under our 2020 Incentive Plan, a “change in control” generally means: (a) any person or entity acquires beneficial ownership of 50% or more of our Common Stock or our voting securities; (b) any person or entity acquires beneficial ownership of 35% or more of our voting securities, provided that at such time the beneficial ownership of the Apollo Funds is less than 35% of the voting securities; (c) the incumbent directors cease to constitute a majority of our Board over a twelve month period; (d) our complete liquidation or dissolution; or (e) the completion of certain corporate transactions including a reorganization or merger or the sale or disposition of all or substantially all of our assets, in each case, subject to certain exceptions.

  54. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The table below summarizes the relationship between executive compensation actually paid to the Principal Executive Officers (“PEO”) and the Non-PEO Named Executive Officers (“Non-PEO NEOs”) and certain financial performance measures for Fiscal 2021, 2022, 2023, 2024 and 2025.

  55. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for First PEO (Jones)(1) ($) | Compensation Actually Paid to First PEO (Jones)(1)(3) ($) | Summary Compensation Table Total for Second PEO (Maletira)(1) ($) | Compensation Actually Paid to Second PEO (Maletira)(1)(3) ($) | Summary Compensation Table Total for Third PEO (Kandiah)(1) ($) | Compensation Actually Paid to Third PEO (Kandiah)(1)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Invested Based on: | | Net Income (in millions) | Company Selected Measure: Non-GAAP Operating Profit(6) (in millions) | | | | | | | | | | | Total Stockholder Return(4) ($) | Peer Group Total Stockholder Return(5) ($) | | | | 2025 | $— | $— | $10,647,038 | $8,779,589 | $11,595,450 | $9,019,050 | $3,448,381 | $1,021,882 | $5.09 | $258.38 | $(225.8) | $126.1 | | 2024 | $— | $— | $8,419,184 | $7,641,531 | $— | $— | $3,236,872 | $2,715,593 | $11.59 | $208.30 | $(858.2) | $105.6 | | 2023 | $— | $— | $13,403,460 | $3,939,501 | $— | $— | $6,893,010 | $4,559,365 | $10.49 | $152.48 | $(837.8) | $157.2 | | 2022 | $17,025,668 | $(22,885,308) | $25,304,582 | $2,445,699 | $— | $— | $5,397,267 | $(320,247) | $15.48 | $96.60 | $(804.8) | $363.8 | | 2021 | $35,270,070 | $22,164,881 | $— | $— | $— | $— | $7,832,042 | $3,683,898 | $70.67 | $134.53 | $(218.3) | $484.1 |

  56. PAY VERSUS PERFORMANCE TABLE

    (1) Kevin Jones served as our first PEO for 2021, and 2022. Amar Maletira served as our second PEO during 2022, 2023, 2024 and 2025. Gajen Kandiah served as our third PEO during 2025. (2) For 2025, our non-PEO NEOs included Mark Marino and DK Sinha. For 2024, our non-PEO NEOs included Bobby Molu, Mark Marino, Brian Lillie, DK Sinha, and Srini Koushik. For 2023, our non-PEO NEOs included Bobby Molu, Brian Lillie, DK Sinha, and Srini Koushik. For 2022, our non-PEO NEOs included DK Sinha, Srini Koushik, Holly Windham, and Subroto Mukerji. For 2021, our non-PEO NEOs included Amar Maletira, Subroto Mukerji, Holly Windham, and Martin Blackburn. (3) Compensation Actually Paid (“CAP”) has been calculated based on the methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”):

  57. PAY VERSUS PERFORMANCE TABLE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid(a) | Fiscal 2025 (For Maletira) | Fiscal 2025 (For Kandiah) | Fiscal 2025 (Average for Non-PEO NEOs) | | Summary Compensation Table Total | $10,647,038 | $11,595,450 | $3,448,381 | | Deduct Amounts Reported under the "Stock Awards" Column in the Summary Compensation Table | $(6,014,938) | $(10,780,000) | $(2,295,174) | | Add Year End Fair Value of Equity Awards Granted in the Year | $— | $8,203,600 | $1,729,576 | | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $— | $— | $(1,453,315) | | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | $6,744,793 | $— | $194,930 | | Add Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(1,639,895) | $— | $(64,363) | | Deduct Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $(957,409) | $— | $(538,153) | | Compensation Actually Paid | $8,779,589 | $9,019,050 | $1,021,882 |

  58. PAY VERSUS PERFORMANCE TABLE

    (a) For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this Proxy Statement.

  59. PAY VERSUS PERFORMANCE TABLE

    | Performance Share Units | Fiscal 2025 | | TSR Realized Performance (Percentile) | 11th | | Volatility | 75.79% | | Risk-Free Interest Rate | 3.42% |

  60. PAY VERSUS PERFORMANCE TABLE

    (4) Reflects cumulative Total Shareholder Return (TSR). It shows the growth of a $100 investment on December 31, 2020, through the end of the applicable fiscal year, assuming reinvestment of dividends. (5) Peer Group Total Shareholder Return represents the cumulative return on a $100 investment in the S&P 500 Information Technology Index on December 31, 2020, through the end of the applicable fiscal year, assuming reinvestment of dividends. (6) Non-GAAP Operating Profit is defined as net income (loss), plus interest expense and income taxes, further adjusted to exclude the impact of non-cash charges for share-based compensation and cash charges for transaction-related costs and adjustments, restructuring and transformation charges, certain other non-operating, and non-recurring or non-core gains and losses.

  61. Relationship between Performance Measures and Compensation Actually Paid

    Relationship between Performance Measures and Compensation Actually Paid The following charts provide a graphical comparison of the relationship between executive compensation actually paid to performance measures. The following chart illustrates the value of compensation actually paid to our PEOs and Non-PEO NEOs and Total Stockholder Return and Peer Group Total Stockholder Return. The following table illustrates the value of compensation actually paid to our PEOs and Non-PEO NEOs and our Net Income. The following table illustrates the value of compensation actually paid to our PEOs and Non-PEO NEOs and Non-GAAP Operating Profit.