DEF: Rapid7 Announces 2025 Annual Meeting of Stockholders, Outlines Key Proposals

Rapid7's 2025 Annual Meeting of Stockholders will be held virtually on June 11, 2025, to vote on director elections, auditor ratification, executive compensation, and the frequency of say-on-pay votes.

Summary

• Rapid7, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 11, 2025.
• Stockholders will vote on four proposals: electing eleven directors, ratifying the selection of KPMG LLP as the independent auditor, approving executive compensation on an advisory basis, and indicating the preferred frequency for future advisory votes on executive compensation.
• The board recommends voting for all director nominees, for the ratification of KPMG LLP, for the approval of executive compensation, and for holding advisory votes on executive compensation annually.
• The proxy materials, including the notice of the meeting and proxy statement, are available online and were first distributed on or about April 24, 2025.
• Stockholders of record as of April 17, 2025, are entitled to vote.
• The board has nominated Mses. Bruner and Sondhi, and Messrs. Berry, Brown, Holzman, Nye, Schodorf and Thomas for re-election and Messrs. Burns, Galligan and Mohamed for election at the Annual Meeting.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting growth in revenue and cash flow, but also acknowledges falling short of ARR targets. The board's recommendations align with good governance practices.

Positives

• The company is providing stockholders with convenient online access to proxy materials, reducing environmental impact and costs.
• The board is recommending actions that align with good corporate governance practices, such as annual say-on-pay votes.
• The company achieved GAAP income from operations of $35 million and non-GAAP income from operations of $164 million.
• The company achieved free cash flow of $154 million.
• The company achieved annualized recurring revenue of $840 million, a 4% year-over-year increase, and total revenue of $844 million, a 9% year-over-year increase.

Negatives

• The company's performance fell short of its ARR growth targets, resulting in a 50% payout for the annual performance bonus.
• The company's 2024 ARR performance did not meet the minimum threshold of its ARR target and therefore only 50% of the target number of PSUs were earned in 2024.

Risks

• The document includes forward-looking statements that are subject to risks and uncertainties, as detailed in the company's 2024 Annual Report on Form 10-K.
• Failure to achieve performance targets could impact executive compensation and stockholder value.

Future Outlook

The document outlines the company's plans for the 2025 Annual Meeting and provides forward-looking statements regarding the company's business plans and focus, which are subject to risks and uncertainties.

Management Comments

• Corey Thomas, Chief Executive Officer and Chairman of the Board, expressed gratitude for stockholders' ongoing support and interest in Rapid7.
• Corey Thomas stated that his service as Chairman adds a substantial strategic perspective while at the same time providing important continuity to Board leadership.
• The Board believes that our current leadership structure is effective, efficient and in the best interest of Rapid7 and our stockholders.

Industry Context

Rapid7 operates in the cybersecurity software and services industry, competing with other companies for customers and executive talent. The document references peer companies used for compensation benchmarking.

Comparison to Industry Standards

• The Compensation Committee uses a peer group of companies from the software and internet services and infrastructure industries to benchmark executive compensation.
• The peer group includes companies such as Alteryx, AppFolio, BlackLine, Elastic N.V., Everbridge, Five9, New Relic, Pager Duty, Q2 Holdings, Qualys, SentinelOne, Tenable Holdings, Varonis Systems, Workiva, and Zscaler.
• The Compensation Committee also uses data from the Radford Global Compensation Database, which includes U.S.-based software companies with revenues ranging from $400 million to $2.2 billion and market capitalization ranging from $1 billion to $8.1 billion.

Management Changes

Corporate Governance

Stakeholder Impact

• Stockholders are asked to vote on matters that directly impact the company's governance and executive compensation.
• Employees may be affected by changes in executive leadership and compensation policies.
• Customers and suppliers may be indirectly affected by the company's strategic direction and financial performance.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce the results of the voting at the Annual Meeting and in a subsequent Form 8-K filing.

Key Dates

Keywords

proxy statement, annual meeting, stockholders, directors, executive compensation, KPMG, voting, governance, Rapid7