Rapid7 (RPD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2025, with voting on four key proposals, including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Proxy materials are provided online to reduce environmental impact and costs, with detailed instructions for electronic and mail voting.

• Only stockholders of record as of April 17, 2025, are entitled to vote, with 64,239,870 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Election of eleven directors to serve until the 2026 annual meeting.

• Proposal 2: Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Proposal 3: Advisory vote on named executive officer compensation (say-on-pay).

• Proposal 4: Advisory vote on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Shareholder proposals and director nominations for the 2026 meeting are due by December 24, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of eleven members, with ten deemed independent under Nasdaq rules; Corey Thomas serves as Chairman and CEO, and J. Benjamin Nye as lead independent director.

• Recent governance enhancements include board declassification, elimination of supermajority voting, and improved board composition disclosures.

• The board met nine times in 2024, with all members attending at least 75% of meetings.

• The Nominating and Corporate Governance Committee oversees ESG programs and board self-assessments.