RAPID7 INC (RPD)
Sector: Information Technology
2026 Annual Meeting Analysis
RAPID7 INC · Meeting: June 9, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Brown has served since 2016, so his tenure fully overlaps the severe 3-year period in which Rapid7's stock fell about 88% while the median peer fell only about 31% — a gap of 57 percentage points, far exceeding the 20-point trigger for companies with negative returns; the 5-year record provides no relief as the gap there also exceeds the threshold, indicating sustained rather than temporary underperformance.
Ms. Bruner has served since 2016, so her tenure fully overlaps the period in which Rapid7 dramatically underperformed its peers; the 57-percentage-point gap against peer-group companies over three years far exceeds the policy's 20-point trigger, and the 5-year comparison also fails, confirming this is not a short-term blip.
Mr. Holzman has served since 2008 and his tenure fully overlaps the severe underperformance period; the stock dropped about 88% over three years against a peer-median decline of only about 31%, a gap of 57 percentage points well above the 20-point policy trigger, and the 5-year picture is equally poor.
Mr. Nye has served since 2008 and his tenure fully covers the period of dramatic underperformance; Rapid7's stock fell roughly 88% over three years while the typical peer fell about 31%, a 57-percentage-point gap that far exceeds the 20-point policy threshold, and the 5-year comparison similarly fails.
Mr. Schodorf has served since 2016 and his tenure fully overlaps the severe underperformance period; the 57-percentage-point gap versus peer companies over three years far exceeds the 20-point trigger, and the 5-year record provides no mitigating relief.
Ms. Sondhi has served since August 2020, which means her tenure covers the entirety of the 3-year underperformance window; the stock's 57-percentage-point shortfall versus peers exceeds the 20-point trigger, and the 5-year comparison also fails, so the 5-year mitigant does not rescue the vote.
Mr. Thomas has served as CEO and director since 2012, so his tenure fully covers the period of severe underperformance; as an executive director he is subject to the same TSR trigger as all other directors, and the 57-percentage-point gap versus the peer group median over three years — combined with a failed 5-year check — warrants an against vote independent of the Say on Pay analysis.
For Analysis
Mr. Burns joined the board in April 2025, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the policy; no other disqualifying factors identified.
Mr. Galligan joined the board in April 2025, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger; no other disqualifying factors identified.
Mr. Kalowski is a new nominee with no prior tenure on Rapid7's board, so the TSR trigger does not apply; he brings relevant financial expertise as the company's former CFO and no other disqualifying factors are present.
Mr. Mohamed joined the board in April 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other disqualifying factors identified.
Seven of the eleven director nominees (Brown, Bruner, Holzman, Nye, Schodorf, Sondhi, and Thomas) have tenures that fully overlap a period in which Rapid7's stock fell roughly 88% over three years while the median peer declined only about 31% — a gap of 57 percentage points, far above the 20-point threshold for companies with negative absolute returns. The 5-year comparison also fails for all seven, confirming sustained rather than temporary underperformance. The four remaining nominees (Burns, Galligan, Mohamed, and new nominee Kalowski) are exempt or newly nominated and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Corey Thomas
Total Comp
$10,058,576
Prior Support
91%%
CEO Corey Thomas received total compensation of approximately $10.1 million for 2025, which is substantially above what one would expect for a CEO of a technology company with a market cap that has shrunk to roughly $392 million — the company's stock has fallen about 88% over three years and about 93% over five years while shareholders have suffered severe losses. Although the company has real performance-based structures in place (bonuses paid at only 50% of target and performance stock awards earned at only 50% due to missed growth goals), the sheer size of the equity awards granted during a period of catastrophic stock price decline results in total compensation that is not aligned with the shareholder experience. The pay-for-performance alignment check fails because variable pay remains well above what a company of Rapid7's current size and performance track record would justify, while the stock has dramatically underperformed its sector peers over both three and five years.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
13 yrs
Audit Fees
$1,935,000
Non-Audit Fees
$165,056
Non-audit fees (tax fees of $162,556 plus other fees of $2,500, totaling $165,056) represent about 8.5% of audit fees of $1,935,000 — well below the 50% threshold that would raise independence concerns; KPMG has served since 2013 (approximately 13 years), which is below the 25-year tenure trigger; KPMG is a Big 4 firm appropriate for a company of Rapid7's size.
Overall Assessment
Rapid7's 2026 annual meeting presents a ballot where the central concern is severe, sustained stock underperformance — the share price has fallen roughly 88% over three years and 93% over five years, dramatically lagging the company's own disclosed peer group — leading to AGAINST votes for seven of eleven director nominees (those with tenure covering the underperformance period) and an AGAINST vote on executive compensation due to pay-for-performance misalignment at the CEO level. The auditor ratification for KPMG is straightforward and warrants support, as fees and tenure are both within acceptable ranges.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing