Form 4: Rapid7 Director Marc Brown Receives Significant Equity Grants

Rapid7, Inc. Director Marc Evan Brown was granted 10,044 restricted stock units (RSUs) as part of his compensation, aligning his interests with shareholders.

Summary

• Marc Evan Brown, a Director of Rapid7, Inc. (RPD), received two grants of restricted stock units (RSUs) on June 11, 2025.
• The first grant was for 8,420 RSUs, which will vest in full on the earlier of the Issuer's next annual meeting of stockholders or the first anniversary of the grant date, subject to continued service.
• The second grant was for 1,624 RSUs, reflecting an election by Mr. Brown to receive a portion of his annual cash compensation in equity instead of cash, under the Issuer's Non-Employee Director Compensation Policy.
• These 1,624 RSUs will vest in four quarterly installments, with the first installment vesting on September 30, 2025, and full vesting on the earlier of the Issuer's next annual meeting of stockholders or the first anniversary of the grant date, subject to continued service.
• Following these transactions, Mr. Brown beneficially owns a total of 48,882 common stock units.

Sentiment

Score: 6

Explanation: The document reports a routine equity grant to a director, which is a positive for aligning interests but does not indicate significant new financial performance or strategic shifts.

Positives

• The grants align the director's financial interests with those of the shareholders, as the value of the RSUs is tied to the company's stock performance.
• The election by the director to receive equity in lieu of cash compensation demonstrates confidence in the company's future prospects.

Future Outlook

The vesting schedules for the granted restricted stock units extend into the future, with the first installment for a portion of the RSUs set for September 30, 2025, and full vesting for both grants occurring on the earlier of the Issuer's next annual meeting or the first anniversary of the grant date, contingent on continued service.

Industry Context

The granting of restricted stock units to non-employee directors is a common practice in the technology and cybersecurity industries, including for companies like Rapid7, Inc., serving to attract and retain talent while aligning director incentives with long-term shareholder value creation.

Comparison to Industry Standards

• This Form 4 filing details a standard equity compensation grant to a non-employee director. Without specific details on Rapid7's overall director compensation policy or comparable data from direct competitors (e.g., CrowdStrike, Palo Alto Networks, Zscaler) regarding their non-employee director equity grants, a detailed comparison to industry standards for specific companies or projects is not feasible based solely on this document.

Corporate Governance

Related Party Transactions

• The grants of restricted stock units to Marc Evan Brown, a director of Rapid7, Inc., constitute related party transactions as they involve compensation to a key management personnel. These are disclosed as part of standard compensation practices.

Stakeholder Impact

• Shareholders: The equity grants align the director's long-term interests with those of the shareholders, potentially encouraging decisions that enhance stock value.

Next Steps

• Vesting of 1,624 restricted stock units in four quarterly installments, with the first on September 30, 2025.
• Vesting of 8,420 restricted stock units in full on the earlier of the Issuer's next annual meeting of stockholders or the first anniversary of the grant date.
• Vesting of the remaining 1,624 restricted stock units in full on the earlier of the Issuer's next annual meeting of stockholders or the first anniversary of the grant date.

Key Dates

Keywords

Rapid7, RPD, Marc Evan Brown, Director, SEC Form 4, insider transaction, restricted stock units, RSU, equity compensation, corporate governance, cybersecurity