Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Transition
On May 26, 2026, the Board of Directors (the “Board”) of Rapid7, Inc. (the “Company”) appointed Wael Mohamed as Chief Executive Officer of the Company, effective as of June 1, 2026. Mr. Mohamed succeeds Corey Thomas, who has been appointed Executive Chairman, effective as of June 1, 2026. Messrs. Mohamed and Thomas will each continue to serve as directors of the Company.
Mr. Mohamed, 58 years old, has served as a member of the Company’s Board since April 2025. Mr. Mohamed is the Founder, Managing General Partner and board member for Global Forward Capital Management PTE. LTD., a multi-stage investment firm founded in 2017. Mr. Mohamed formerly served as Operating Partner at Advent International, Chief Executive Officer at Forescout Technologies, Chairman of the Board for Cysiv, and President, Chief Operating Officer and board member for Trend Micro Group from 2015 to 2020, which is headquartered in Japan, publicly traded on the Tokyo Stock Exchange and a member of the Nikkei 225. Mr. Mohamed holds a bachelor’s degree in computer science from Dalhousie University and an Executive Corporate Director Certificate from Harvard Business School, and completed the Executive Program at Queen’s Graduate School of Business and the MIT Sloan + CSAIL: Artificial Intelligence: Implications for Business Strategy program at the Massachusetts Institute of Technology.
There are no arrangements or understandings between Mr. Mohamed and any other person pursuant to which Mr. Mohamed was appointed Chief Executive Officer, and there are no related party transactions involving Mr. Mohamed requiring disclosure under Item 404(a) of Regulation S-K.
Board Leadership
In connection with the Chief Executive Officer transition, the Board also appointed Mr. Thomas as Executive Chairman, effective as of June 1, 2026. Mr. Thomas previously served as the Company’s Chief Executive Officer from October 2012 to May 2026 and as Chairman of the Board from February 2019 to June 2025. As Executive Chairman, Mr. Thomas will continue to preside at meetings of the Board and stockholders and will support the Company’s leadership transition and long-term strategic initiatives. Because Mr. Thomas is not an independent director, the Board appointed Marc Brown, who previously served as Chairman of the Board, as Lead Independent Director, effective June 1, 2026.
Offer Letter and Compensatory Arrangements
On May 27, 2026, the Company entered into an offer letter with Mr. Mohamed (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Mohamed will report to the Board. The Offer Letter does not provide for a specified term of employment and Mr. Mohamed’s employment will be on an at-will basis. Mr. Mohamed will receive an annual base salary of $625,000 and will be eligible to receive an annual performance bonus (which will be pro-rated for fiscal year 2026), provided that he remains employed by the Company through the date the annual bonus is scheduled to be paid. The target amount of such performance bonus is equal to 100% of Mr. Mohamed’s annual base salary, and such bonus is to be measured based on mutually agreed upon objectives between Mr. Mohamed and the compensation committee of the Board (the “Compensation Committee”) and is subject to the Company’s executive incentive bonus plan then in effect. Mr. Mohamed is also eligible to participate in the Company’s employee benefit plans, as may be maintained by the Company from time to time, on the same terms as other similarly situated employees of the Company. In addition, Mr. Mohamed will be required to execute the Company’s Confidentiality, Assignment and Non-Solicitation Agreement.
Under the Offer Letter, Mr. Mohamed is eligible to receive a restricted stock unit award with an approximate grant date value of $6.0 million, which will vest over a three-year period with one-third vesting on June 15, 2027, and quarterly vesting thereafter, subject to Mr. Mohamed’s continued service on each vesting date. Mr. Mohamed will also be eligible to receive a supplemental performance-based restricted stock unit award covering 2,125,000 shares of the Company’s common stock, with terms and conditions determined by the Compensation Committee. The number of shares that may ultimately vest under such performance-based restricted stock unit award is based on certain price hurdles when the Company’s common stock closes at or above the specified price for 30 consecutive days. The stock price thresholds range from $15.00, where 50% of the shares would vest, to $30.00 or higher, where a maximum of 150% of the shares would vest.
