Rapid7 Announces Four Board Resignations, Two New Directors

What Happened
Rapid7, Inc. (RPD) filed an 8-K (Item 5.02) reporting that directors Michael Burns, Benjamin Holzman, Thomas Schodorf and Reeny Sondhi resigned from the Board and all committees effective August 27, 2026. The Board approved, as an exception to its Non-Employee Director Compensation Policy, cash payments to each resigning director equal to the cash compensation they would have received under the Policy through June 30, 2027, and accelerated the vesting of the unvested portion of each resigning director’s Initial and Annual Awards. The Board then elected Maria Barrett and Julian Waits as directors effective September 1, 2026 and fixed the Board size at nine members.

Key Details

• Resignations effective August 27, 2026; not the result of any disagreement with the Company.
• Compensation exception: cash payment equal to director cash compensation through June 30, 2027, plus accelerated vesting of unvested Initial and Annual Awards.
• New directors: Maria Barrett (retired U.S. Army Lieutenant General, cybersecurity/IT leadership) and Julian Waits (Rapid7 Chief Experience Officer since Sept 2025). Both serve until the next annual meeting.
• Transition agreement for Waits (entered Aug 30, 2026): continue as Chief Experience Officer until a successor is named and in a non-executive capacity through Dec 31, 2026; six months’ base salary transition payment in lieu of severance (subject to providing transition services and clawback for noncompete breach); 2026 bonus paid based on actual performance; continued vesting of RSUs/PSUs per the equity plan; while still an employee, Waits will not receive non-employee director compensation under the Policy until the 2027 annual meeting.
• Board governance changes: J. Benjamin Nye appointed Lead Independent Director (effective Aug 27, 2026); committee memberships updated effective Sept 1, 2026 (Audit: Jeff Kalowski (Chair), Judy Bruner, Maria Barrett; Compensation: Kevin Galligan (Chair), Marc Brown, J. Benjamin Nye; Nominating & Governance: Marc Brown (Chair), Judy Bruner, Jeff Kalowski, Maria Barrett). Waits will not serve on committees. Directors will sign the Company’s standard indemnification agreement.

Why It Matters
This filing signals a material change in Rapid7’s board composition and governance. The accelerated compensation and vesting for departing directors and the transition arrangements for an internal executive (Julian Waits) are concrete actions that affect director pay timing and potential equity dilution/recognition. Investors should note the continuity implied by promoting an internal executive to the board while he completes a transition, the appointment of an experienced cybersecurity leader (Maria Barrett) to the board, and the new committee lineup and lead independent director — all of which can influence oversight of strategy, risk and executive transitions.