Rapid7, Inc. filed a Form 8-K on August 31, 2026, disclosing the resignations of four board directors effective August 27, 2026, the appointment of two new directors effective September 1, 2026, and related compensatory and governance arrangements.

Key Highlights

  • Four directors resigned: Michael Burns, Benjamin Holzman, Thomas Schodorf, and Reeny Sondhi each resigned from the board effective August 27, 2026, with the company disclosing the departures were not the result of any disagreement on operations, policies, or practices.
  • Accelerated vesting approved: The board approved, as an exception to its Non-Employee Director Compensation Policy, accelerated vesting of unvested Initial Awards and Annual Awards held by each resigning director, effective immediately prior to each resignation.
  • Cash compensation extended: Each resigning director will receive cash compensation equal to the amount they would have received under the policy through June 30, 2027.
  • Two new directors elected: Maria Barrett and Julian Waits were elected to the board effective September 1, 2026, with the board fixed at nine authorized directors.
  • New Lead Independent Director: J. Benjamin Nye was appointed Lead Independent Director effective August 27, 2026, succeeding Marc Brown, who continues as a director.
  • Waits transition agreement: On August 30, 2026, the company entered a transition agreement with Mr. Waits, covering continued service as Chief Experience Officer until a successor is appointed and through December 31, 2026, a six-month base salary transition payment, 2026 bonus based on actual performance, and continued equity vesting subject to plan terms and a noncompetition covenant.

Board Reconfiguration Details for Rapid7 as of August 2026

According to the filing, Rapid7, Inc. (NASDAQ:RPD) reported that Michael Burns, Benjamin Holzman, Thomas Schodorf, and Reeny Sondhi each notified the board of their resignations on August 27, 2026. The company disclosed that "the resignations were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices." Upon recommendation of the Compensation Committee, the board approved accelerated vesting of unvested equity awards and extended cash compensation through June 30, 2027 for each departing director as an explicit exception to the existing Non-Employee Director Compensation Policy.

Maria Barrett, 60 years old, was elected as a new director and is described in the filing as the owner of Barrett Cyber Solutions LLC and a retired Lieutenant General of the U.S. Army. According to the filing, she previously served as Commanding General of the U.S. Army Cyber Command and Network Enterprise Technology Command from November 2018 to December 2025, overseeing a workforce of 16,000, serving 1.2 million customers, and managing a nearly $2 billion annual budget. Julian Waits, also 60 years old, has served as the company's Chief Experience Officer since September 2025 and holds prior senior roles at numerous cybersecurity and enterprise technology companies, as listed in the filing.

The filing discloses that Mr. Waits will continue as Chief Experience Officer until his successor is appointed, then serve in a non-executive capacity until December 31, 2026. His transition agreement includes a six-month salary transition payment in lieu of severance, subject to a noncompetition covenant covering his employment period and the six months following. While an employee, Mr. Waits will not receive non-employee director compensation under the policy; the board states it expects he will become eligible at the company's 2027 Annual Meeting of Stockholders. Ms. Barrett will receive compensation under the existing Non-Employee Director Compensation Policy.

What Was Disclosed

The filing covered four director resignations with associated accelerated vesting and extended cash payments, the appointment of two new directors effective September 1, 2026, a transition agreement for Julian Waits, and the designation of J. Benjamin Nye as Lead Independent Director.