Company Enters into Cooperation Agreement with JANA Partners

BOSTON, March 24, 2025 (GLOBE NEWSWIRE) -- Rapid7, Inc. (NASDAQ: RPD), a leader in extended risk and threat detection, today announced that it will appoint three new members to its Board of Directors: Wael Mohamed, Mike Burns and Kevin Galligan. These appointments will expand Rapid7’s Board to comprise 11 directors. In addition, Rapid7 and JANA Partners Management, LP have entered into a cooperation agreement, which provides that JANA Partners will support all of Rapid7’s director nominees at its upcoming annual shareholder meeting.

Corey Thomas, Chairman and CEO of Rapid7, stated: “Rapid7 is entering an exciting new chapter of growth, and we are confident that adding Wael, Mike and Kevin to our Board will accelerate our ability to execute with greater speed, focus and impact. Each brings a wealth of expertise that will help us sharpen our strategy, strengthen execution and drive greater value creation for our shareholders.”

Thomas continued, “With a differentiated security data platform and an expanding security operations ecosystem, we are delivering solutions in AI-driven threat detection and response, cloud security and exposure management -- empowering organizations to secure their environments more effectively and efficiently. We are well-positioned within these markets to drive sustainable, profitable growth, and these strategic Board appointments reinforce our commitment to scaling our business, enhancing operational efficiency, and driving long-term shareholder returns.”

Scott Ostfeld, Managing Partner of JANA Partners, added: “We are encouraged by the steps Rapid7 is taking to enhance its leadership and execution capabilities. We have appreciated our highly constructive dialogue with Rapid7 and look forward to working with management and the Board to capitalize on the significant opportunities ahead and to maximize value for shareholders.”

A copy of the cooperation agreement will be included as an exhibit to the company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.

Advisors

J.P. Morgan is serving as financial advisor, and Simpson Thacher & Bartlett LLP is serving as legal advisor, to Rapid7 in connection with the cooperation agreement.

About Wael Mohamed

Wael Mohamed has a combination of cybersecurity, digital transformation, and executive leadership expertise. Mr. Mohamed is the co-founder and Managing General Partner of Global Forward Capital. He previously served as CEO of Forescout and held senior roles at Advent International and Trend Micro Group. He received a Bachelor of Computer Science from Dalhousie University and the Executive Corporate Director Certificate from Harvard Business School.

About Mike Burns

Mike Burns has more than 25 years of experience in finance and operations with high-growth public technology companies. He was most recently CFO of Imperva, Inc. and has held CFO positions at Gigamon and Volterra Semiconductor. He holds degrees from Stanford University, including A.B. in Economics and M.S. in Industrial Engineering, along with an MBA from UC Berkeley Haas School of Business.

About Kevin Galligan

Kevin Galligan has extensive experience in investing and enhancing shareholder value. He is a Partner and Director of Research at JANA Partners and previously worked at Kohlberg Kravis Roberts & Company and The Blackstone Group. He holds a B.A. in Economics from Columbia University.

About Rapid7

Rapid7 (Nasdaq: RPD) aims to create a safer digital world. Its comprehensive security solutions assist over 11,000 global customers in managing cloud risk management and threat detection. For more information, visit our website.

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including the appointments and contributions of Wael Mohamed, Michael Burns, and Kevin Galligan. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” and similar expressions indicate forward-looking statements. Actual results may vary due to several risks and uncertainties, including macroeconomic factors, market conditions, competition, and operational efficiency. For more information, please refer to our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K.

Additional Information

Rapid7 plans to file a proxy statement with the SEC for its 2025 Annual Meeting of Stockholders. Stockholders are encouraged to read the proxy statement and other documents when available, as they will contain important information. Investors can obtain these documents for free from the SEC’s website or through Rapid7’s website.

Participants in the Solicitation

Rapid7’s Board of Directors and executives are “participants” in the proxy solicitation for the 2025 Annual Meeting. Information about their ownership interests can be found in the Company’s Annual Report on Form 10-K filed with the SEC.

Investor contact:

Elizabeth Chwalk

Vice President, Investor Relations

[email protected]

(617) 865-4277

Press contact:

Alice Randall

Director, Global Corporate Communications

[email protected]

(214) 693-4727