RPD 8-K
Rapid7, Inc. (RPD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
In addition, on May 27, 2026, the Company entered into a Severance and Equity Award Vesting Acceleration Letter Agreement (the “Severance Agreement”) with Mr. Mohamed. Pursuant to the terms of the Severance Agreement, in the case of a termination for a reason other than Cause (but not as a result of death or disability) or resignation for Good Reason (each, a “Qualifying Termination”), Mr. Mohamed will be entitled to (subject to his execution of a release of claims): (i) continued payment of base salary for 12 months following termination of employment, (ii) a prorated payment of his target annual performance bonus, and (iii) payment of premiums for continued health benefits under COBRA for up to 12 months.
If the Qualifying Termination occurs within three months prior to or 12 months following a change in control of the Company, then Mr. Mohamed will be entitled to (subject to his execution of a release of claims): (i) a lump sum payment equal to 150% of the sum of his annual base salary plus his annual target performance bonus, (ii) payment of premiums for continued health benefits under COBRA for up to 18 months, and (iii) accelerated vesting of all of Mr. Mohamed’s equity awards then outstanding on such date of termination of employment.
A copy of the Offer Letter and the Severance Agreement are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively. The foregoing description of the Offer Letter and the Severance Agreement are a summary only and are qualified in their entirety by the full text of the Offer Letter and the Severance Agreement, which are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On June 1, 2026, the Company issued a press release announcing the appointment of Mr. Mohamed as Chief Executive Officer and the appointment of Mr. Thomas as Executive Chairman. In the press release, the Company also reaffirmed its guidance, previously provided on May 5, 2026, for the second quarter 2026 and full-year 2026. The full text of the press release is set forth in Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information included in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Offer Letter, by and between the Company and Wael Mohamed, dated as of May 27, 2026. | |
| 10.2 | Severance and Equity Award Vesting Acceleration Letter Agreement, by and between the Company and Wael Mohamed, dated as of May 27, 2026. | |
| 99.1 | Press Release, dated June 1, 2026. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rapid7, Inc. | ||||||
| Dated: June 1, 2026 | By: | /s/ Rafeal E. Brown | ||||
| Rafeal E. Brown | ||||||
| Chief Financial Officer | ||||||
Exhibit 10.1
Wael Mohamed, we’re thrilled to have you as part of our team!
| YOUR ROLE Chief Executive Officer |
REPORTING TO The Board of Directors | |
| ANNUAL SALARY $625,000 |
START DATE June 1, 2026 | |
| BONUS TARGET 100% |
RESTRICTED STOCK UNITS $6,000,000 *
SUPPLEMENTAL PERFORMANCE-BASED RESTRICTED STOCK UNITS 2,125,000* | |
At Rapid7, we are on a mission to create a secure digital world for our customers, our industry, and our communities. We do this by embracing tenacity, passion, and collaboration to challenge what’s possible and drive extraordinary impact.
With this letter, we invite you to officially accept the opportunity to join our team. Once you sign and return it back to us, we can celebrate the good news and start the next steps of the onboarding process.
On behalf of all of us at Rapid7, we look forward to seeing how your contributions and ideas create impact for both your team and your customers - whether they are internal or external.
Rapid7 is an exciting organization and we have a reputation for being innovative. In a survey, our employees described Rapid7 as being: collaborative, edgy, hard-working, zany, fast, urgent, cool, punk, life-changing, energetic, driven, teamwork, and feisty…and some other wonderful words and phrases! We’re looking forward to see what new adjectives you’ll come up with as you influence the culture here.
Right now we want you to read the offer letter, sign and accept it, and get this back to us ASAP so we can tell people the good news! Congratulations on choosing Rapid7 for the best part of your career.
We are pleased to confirm our offer to have you join Rapid7 LLC as Chief Executive Officer, reporting to our Board of Directors. In your capacity as Chief Executive Officer, you will perform the duties and responsibilities that are commensurate with your position and such other duties as may reasonably be assigned to you from time to time by our Board of Directors. You agree to devote your full business time, attention and best efforts to the performance of your duties and to the furtherance of Rapid7’s interests. Notwithstanding the foregoing, nothing in this offer letter shall preclude you from devoting responsible periods of time to continue to manage passive assets and investments where you have a financial interest, as well as charitable and community activities; provided that none of these activities interferes with the performance of your duties hereunder or as a member of our Board of Directors or would otherwise violate any restrictive covenant agreement between you and Rapid7.
Your normal place of work will be the Rapid7 offices located in Boston, Massachusetts.
Your annual salary will be $625,000, payable in accordance with Rapid7’s regular payroll procedures (as may be in effect from time to time), which is currently bi-weekly, and less any applicable withholdings or deductions. Annual salary will be reviewed on an annual basis for increase (but not decrease).
In addition, you will be eligible for an annual bonus opportunity expressed as 100% of your annual salary (the “Annual Bonus”), which shall be pro-rated for 2026. Your Annual Bonus will be measured based on objectives mutually agreed between you and the Compensation Committee from time to time, and subject to the Rapid7, Inc. Executive Incentive Bonus Plan, as may be amended from time to time. As a condition precedent to earning and receiving your Annual Bonus, you must remain an active employee with Rapid7 through the date the Annual Bonus is paid to you. If your employment has been terminated for any reason before such date, then you will not be entitled to any unpaid bonus even where such bonus has been communicated to you or otherwise determined, except as otherwise set forth in the Severance Agreement (as defined below).
* In connection with the commencement of your employment with Rapid7 and subject to approval by the Compensation Committee, you will receive a “New Hire” restricted stock unit award with an approximate grant date value of $6,000,000, with the underlying number of shares of common stock for such award determined using the 30-trading day average closing price through and including the grant date, pursuant to the terms and conditions of the Rapid7, Inc. 2015 Equity Incentive plan, as amended, or any successor equity incentive plan (the “Equity Plan”) and the applicable award agreement thereunder. Such award shall vest over a three-year period with 1/3 vesting on June 15, 2027, with quarterly vesting thereafter, subject to your continued service on such vesting date.
* In connection with the commencement of your employment with Rapid7 and subject to approval by the Compensation Committee, you will also receive a “Supplemental” equity award of 2,125,000 performance-based restricted stock units, pursuant to the terms and conditions of the Equity Plan and the applicable award agreement thereunder, and the terms established for Supplemental PSUs (Design 1) by the Compensation Committee in March 2026, with such changes as the Compensation Committee deems reasonable and/or necessary in the sole discretion of the Compensation Committee provided such changes are not adverse to you.
Rapid7 will enter into its form of Severance and Equity Award Vesting Acceleration Letter Agreement with you following the date hereof (the “Severance Agreement”).
During your employment with Rapid7, you will be eligible to participate in the employee benefit plans and programs applicable generally to other similarly situated executives of Rapid7, in accordance with the terms of such plans and programs, as are in effect from time to time.
Any payments made or benefits provided to you under this offer letter or otherwise paid to you in the form of compensation will be net of all withholdings or deductions required by applicable law.
You will be subject to and required to abide by all of Rapid7’s personnel policies applicable to you to the extent applicable to similarly situated employees of Rapid7 or as otherwise required by applicable law or applicable stock exchange listing rules, including, without limitation, the Rapid7, Inc. Compensation Recoupment Policy, the Rapid7, Inc. Amended and Restated Insider Trading and Trading Window Policy, stock ownership guidelines and any other code of conduct or personnel policy adopted by Rapid7 (as in effect from time to time).
It is intended that the provisions of this offer letter comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (together with the regulations and other interpretive guidance issued thereunder, “Section 409A”), and all provisions of this offer letter will be construed and interpreted in a manner consistent with such intent. In no event shall Rapid7 or any of its affiliates be liable for any additional tax, interest or penalty that may be imposed on you by Section 409A.
Rapid7 is an “at-will” employer. That means that both employees and Rapid7 have the right to terminate employment at any time, with or without advance notice, and with or without cause. No one other than an officer of Rapid7 (or any other duly authorized person) has the authority to alter this arrangement, to enter into an agreement for employment for a specified period of time, or to make any agreement contrary to this policy, and any such agreement must be in writing and must be signed by an officer of Rapid7 and by the affected employee. For the avoidance of doubt, alterations to this offer letter or the Severance Agreement may not be made without your consent.
The terms of this offer letter, and any action arising hereunder, shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts without giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts and I hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any lawsuit filed there against me by Rapid7 arising from or related to this Agreement. Your offer is contingent upon (1) successful completion of a routine background investigation and references; (2) signing of the Rapid7 Confidentiality, Assignment, and Non-Solicitation Agreement; (3) signing of the Rapid7 Media
Release Form; and (4) signing of the Rapid7 Employee Handbook, which acknowledges all Rapid7 policies. You also must establish your identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA). Under separate cover you will receive a copy of the Employment Verification Form (I-9), with instructions required by IRCA.
This letter sets forth our entire agreement and understanding regarding the terms of your employment with Rapid7 and supersedes any prior representations or agreements, whether written or oral. Please let us know of your decision to join Rapid7 by signing a copy of this offer letter and returning it to us no later than 5:00 p.m. Eastern Time two (2) business days after the date of this offer letter.
We look forward to you accepting our offer and becoming part of the Rapid7 team.
Accepted and Agreed:
Name: Wael Mohamed
Signature: /s/ Wael Mohamed Date: 5/27/26
Rapid7:
/s/ Katie Kulikoski
Katie Kulikoski, Chief People Officer
Exhibit 10.2
RAPID7, INC.
May 27, 2026
Re: Severance and Equity Award Vesting Acceleration
Dear Wael:
We are pleased to inform you that the Compensation Committee of the Board of Directors (the “Board”) of Rapid7, Inc. (the “Company”) has approved severance and vesting acceleration terms for you, which are described in this letter agreement (the “Agreement”).
The vesting acceleration described in Section 2 below shall apply to each of your outstanding compensatory equity awards granted to you under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), while you are an Eligible Employee (as defined below) and which are subject solely to a time-based vesting schedule (the “Equity Awards”). Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the 2015 Plan.
1. Severance. If you experience a Qualifying Termination (as defined below) while you are an Eligible Employee (and disregarding for this purpose, any reduction in your job duties, authorities or responsibilities that could result in a termination of your employment for Good Reason (as defined below)), then, provided you timely comply with the conditions described in Section 3:
(a) the Company will pay you an amount equal to your then-current base salary (disregarding for this purpose, any reduction of your base salary that could result in a termination of your employment for Good Reason) for the applicable Severance Period, payable in substantially equal installments in accordance with the Company’s regular payroll practices over such period, commencing within 60 days after the date of your Qualifying Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin in the second calendar year and the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of your Qualifying Termination;
(b) the Company will pay you your target annual cash performance bonus for the year of termination, pro-rated based on the number of days from the beginning of the calendar year (or, with respect to fiscal year 2026, the date of your appointment as Chief Executive Officer) through the date of such termination, payable at the time that annual bonuses for other similarly situated executives of the Company are paid (but in no event later than March 15 of the calendar year following the year in which your Qualifying Termination occurs);
(c) if you timely elect to continue coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay your COBRA premiums, and any applicable Company COBRA premiums, necessary to continue your then-current coverage until the earliest of (A) the end of the applicable Severance Period, (B) the expiration of your eligibility for the continuation coverage under COBRA and (C) the date you become eligible to enroll in a health insurance plan offered by another employer or entity. You agree to immediately notify the Company in writing of any such enrollment or eligibility for enrollment and the Company’s obligation to pay any COBRA premiums shall immediately cease upon the date you become so eligible. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable monthly amount (which amount shall be based on the premium for the first month of COBRA coverage hereunder), which payments shall be made regardless of whether you elect COBRA continuation coverage. If the Company elects to make such payments in lieu of paying such COBRA premiums, the payments will end on the earlier of (x) the date on which you voluntarily enroll in a health insurance plan offered by another employer or (y) the end of the Severance Period; and
(d) if your Qualifying Termination occurs during the Change in Control Period (as defined below), then, in lieu of the foregoing payments and benefits described in Sections 1(a) and (b) above, the Company shall pay you a lump-sum amount equal to 150% of the sum of (i) your base salary, plus (ii) your target annual cash performance bonus for the year of termination (or, if greater, your target annual cash performance bonus as in effect immediately prior to the Change of Control), payable on the first regular payroll date of the Company that is 60 days following the date of such Qualifying Termination (or, if later, the date of the Change in Control).
2. Equity Award Vesting Acceleration.
(a) If, in connection with a Change in Control, (x) an Equity Award is assumed or continued by the successor or acquiror entity in such Change in Control or such Equity Award is substituted for a similar award of the successor or acquiror entity, and (y) you experience a Qualifying Termination within the Change in Control Period, then, provided you timely comply with the conditions described in Section 3 below, you will become vested, effective as of the date that is 60 days following the date of such Qualifying Termination (or, if later, the effective date of such Change in Control) with respect to 100% of any then unvested portion of any applicable Equity Award.
(b) If, in connection with a Change in Control, an Equity Award shall terminate and will not be so assumed or continued by the successor or acquiror entity in such Change in Control or substituted for a similar award of the successor or acquiror entity, then, you will become vested, with respect to 100% of any then unvested portion of any applicable Equity Award, effective immediately prior to, but subject to the consummation of such Change in Control.
3. Conditions to Receipt of Severance and Equity Award Vesting Acceleration. In order to receive the severance and Equity Award vesting acceleration described in Sections 1 and 2(a), above, you must sign a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release must become irrevocable, all within 60 days after your Qualifying Termination. In order to effect the provisions of this Section 3, any termination or forfeiture of any unvested Equity Awards eligible for acceleration of vesting pursuant to Section 2(a) above that otherwise would have occurred on or within 60 days after your Qualifying Termination will be delayed until the 60th day after the date of your Qualifying Termination (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will only occur to the extent such equity awards do not vest pursuant to Section 2(a) above and, for purposes of clarity, no additional vesting of any Equity Award shall occur during such 60 day period.
4. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(a) “Cause” will have the meaning ascribed to such term in the 2015 Plan.
(b) “Change in Control Period” means the period commencing three months prior to, and ending 12 months following, a Change in Control.
(c) “Eligible Employee” means an employee of the Company having the title of Senior Vice President or higher.
(d) “Good Reason” shall mean the occurrence any of the following, in each case without your written consent provided that you must (i) give written notice to the Board within 30 days after the first occurrence of the first event giving rise to Good Reason setting forth the basis for your resignation (which shall be specified in reasonable detail), (ii) allow the Company at least 30 days from receipt of such written notice to cure such event, and (iii) if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company and its affiliates, effective not later than 90 days after the expiration of the cure period: (A) a material decrease in your then current base salary, except for across-the-board reductions similarly affecting all or substantially all similarly situated employees of the Company, (B) a material reduction in your job duties, authorities or responsibilities, provided, however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless your new duties are materially reduced from your prior duties, (C) a relocation of your regular place of work to any location that increases your one-way commute by more than 50 miles of your then-current principal place of employment immediately prior to such relocation, or (D) a material breach by the Company of its obligations under this Agreement or other agreement between you and the Company. Your right to terminate your employment as a result of Good Reason shall not be affected by your incapacity due to physical or mental illness. Subject to the notice requirements above, your continued employment from the date Good Reason first exists and the date upon which you terminate your employment with the Company shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.
(e) “Qualifying Termination” means a termination of your Continuous Service either (x) by the Company without Cause or (y) by you with Good Reason. Termination of Continuous Service due to your death or Disability will not constitute a Qualifying Termination.
(f) “Severance Period” means 12 months, provided that the Severance Period shall instead be 18 months to the extent that a Qualifying Termination occurs during the Change in Control Period.
5. Section 409A. The payments and benefits under this Agreement are intended to qualify for an exemption from application of Section 409A of the Code (“Section 409A”) or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A, and to the extent that such payment or benefit is payable upon the termination of your employment, then such payments or benefits will be payable only upon your “separation from service.” The determination of whether and when a separation from service has occurred will be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). Each installment payable to you hereunder is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service, the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment will not be payable and such benefit will not be provided until the date that is the earlier of (A) six months and one day after your separation from service, (B) your death, or (C) such earlier date as permitted under Section 409A without imposition of adverse taxation. If any such delayed cash payment is otherwise payable on an installment basis, the first payment will include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments will be payable in accordance with their original schedule. The Company makes no representation or warranty and will have no liability to you or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A but do not satisfy an exemption from, or the conditions of, Section 409A.
6. Parachute Payments. If any payment or benefit you would receive from the Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).
Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.
Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required
to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within 15 calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company.
If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.
7. Miscellaneous. This Agreement set forth the entire understanding between you and the Company with respect to the subject matter hereto and supersedes all prior oral and written agreements, promises and/or representations on that subject. This Agreement is not an agreement of employment and shall not confer upon you any right to be retained by or in the employ of the Company and shall not interfere in any way with the right of the Company to terminate your employment or service arrangement at any time or for any reason. This Agreement will be binding upon any surviving entity resulting from a Change in Control of the Company and upon any other person who is a successor by merger, acquisition, consolidation or otherwise to the business formerly carried on by the Company without regard to whether or not such person or entity actively assumes the obligations hereunder. The terms of this Agreement, and any action arising hereunder, shall be governed by and construed in accordance with the domestic laws of the Commonwealth of Massachusetts giving effect to any choice of law or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts and you hereby expressly consent to the personal jurisdiction and venue of the state and federal courts located in the Commonwealth of Massachusetts for any lawsuit filed there against me by Company arising from or related to this Agreement.
* * *
Except as provided herein, all terms and conditions of your Equity Awards and any other written agreement between you and the Company remain in full force and effect and are not amended by this Agreement.
Please countersign below to acknowledge your receipt of this Agreement and your agreement to the terms described herein.
| With best regards, |
| /s/ Katie Kulikoski |
| Katie Kulikoski |
| Chief People Officer |
| Acknowledged and agreed: |
| /s/ Wael Mohamed |
| Name: Wael Mohamed |
| Date: May 27, 2026 |
Exhibit 99.1
Rapid7 Appoints Wael Mohamed Chief Executive Officer; Corey Thomas to Become Executive Chairman
Mohamed brings proven track record of operational and cybersecurity leadership experience; Thomas to focus on technology vision, AI strategy, and policy initiatives; Reaffirms guidance
Boston, MA – June 1, 2026 – Rapid7, Inc. (NASDAQ: RPD), a global leader in AI-powered managed cybersecurity operations, today announced a leadership transition in which board member Wael Mohamed will assume the role of Chief Executive Officer, and current Chief Executive Officer Corey Thomas will become Executive Chairman of the Board, effective immediately. In conjunction with the announcement, the company is also reaffirming its financial guidance for the second quarter and full year 2026.
This leadership transition comes at a defining moment. Amid universal disruption from frontier AI innovation, customers and analysts have validated the company’s preemptive security strategy — effectively integrating managed detection and response (MDR) and exposure management into AI-led security operations to preempt attackers at machine speed. Rapid7 has been strategically moving the right pieces in place for the next phase of its growth, including the recent acquisition of Kenzo, a leading AI security platform, and is well prepared to step into the next chapter.
“After joining our board last year, Wael quickly became an invaluable strategic advisor and partner to me,” said Thomas. “He has built and transformed cybersecurity companies, balancing precise execution with strategic investment, and his leadership will help customers see the benefit of Rapid7’s vision faster.”
Mohamed brings 30 years of cybersecurity and operational transformation experience to Rapid7. He is the founder of Global Forward Capital, a cybersecurity-focused investment firm, and previously served as CEO of Forescout, which he successfully led through two strategic acquisitions. Prior to that, Mohamed led Trend Micro Group, a constituent of the Nikkei 225, in successive roles over eleven years, culminating in President, COO, and member of the board.
“I join Rapid7 with gratitude, confidence, and excitement,” said Mohamed. “We have the customers, technology, leadership, and talent to own the AI-SOC market. I am committed to driving focus on the core businesses where Rapid7 is excellent and honing all of our resources and effort into the success of that vision.”
Thomas and Mohamed have collaborated closely over the last year to define and develop the strategy for Rapid7’s transformation to lead in the rapidly developing AI-SOC market. As part of this effort, Rapid7 has refreshed its senior leadership team, bringing on Rafe Brown as Chief Financial Officer, Allan Peters as Chief Commercial Officer, and most recently, Dan Deklich as Chief Product & Technology Officer. This team was constructed to lead Rapid7 through the operational shifts necessary to bring the company from a platform player to the AI-SOC leader.
As Mohamed assumes responsibility for growth-oriented operations and execution as CEO, Thomas will continue serving on Rapid7’s Board of Directors as Executive Chairman, partnering closely on technology vision, AI strategy, and policy initiatives.
ABOUT WAEL MOHAMED
Wael Mohamed is the CEO of Rapid7, a leading global cybersecurity company based in Boston. He is a cybersecurity executive and strategic advisor with more than 30 years of experience driving growth and operational transformation across the technology sector.
Wael’s career spans company building, executive leadership, and investment. He is the founder of Global Forward Capital, a Singapore-based cybersecurity investment firm, and brings to every engagement a rare combination of operator instinct and board-level perspective. He previously served as CEO of Forescout Technologies, Operating Partner at Advent International, and Chairman of the Board at Cysiv. Wael co-founded Third Brigade, which was acquired in 2009 by Trend Micro Group, a constituent of the Nikkei 225, after which Wael played a central role in scaling Trend Micro Group’s global operations, culminating in the company’s highest role, President & COO, and spending five years serving on its Board of Directors.
ABOUT COREY THOMAS
Corey Thomas is the Executive Chairman of Rapid7, where he partners closely with the leadership team to drive the company’s long-term technology vision, AI strategy, and global cyber policy. Having led Rapid7 as CEO for over 13 years through its IPO, global scale, and evolution into an AI-powered security operations leader, he continues to champion the company’s innovation and market leadership. His expertise in technology and business have been recognized through his appointments to the Council on Foreign Relations, as well as the Federal Reserve Bank of Boston. Corey contributes cross-industry leadership to the boards of directors of LPL Financial, Blue Cross Blue Shield of Massachusetts, Vanderbilt University, and the Greater Boston Chamber of Commerce.
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Outlook
Rapid7 is reaffirming its financial guidance for the second quarter 2026 and full year 2026, as previously provided in a press release issued on May 5, 2026.
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About Rapid7
Rapid7, Inc. (NASDAQ: RPD) is a global leader in AI-powered managed cybersecurity operations, trusted to advance organizations’ cyber resilience. Open and extensible, the Rapid7 Command Platform integrates security data, enriching it with AI, threat intelligence, and 25 years of expertise and innovation to reduce risk and disrupt attackers. As a recognized leader in preemptive managed detection and response (MDR), Rapid7 unifies exposure and detection to transform the cybersecurity operations of more than 11,500 customers worldwide. For more information, visit our website, check out our blog, or follow us on LinkedIn or X.
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Cautionary Language Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding our leadership transition, the expected roles and responsibilities of our Chief Executive Officer and Executive Chairman, our technology vision, AI strategy, AI-SOC market opportunity, operational transformation, senior leadership team, financial guidance for the second quarter and full year 2026, and the assumptions underlying such guidance. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Such forward-looking statements are based on our current assumptions, expectations and estimates and involve a number of judgments and risks, many of which are outside of our control. Risks that could cause or contribute to such differences include, but are not limited to, macroeconomic uncertainty, unstable market and economic conditions, fluctuations in our quarterly results, our ability to successfully grow our sales of our cloud-based solutions, including through the shift to a consolidated platform sales approach, failure to meet our publicly announced guidance or other expectations about our business, our ability to grow our revenue, the ability of our products and professional services to correctly detect vulnerabilities, renewal of our customer’s subscriptions, competition in the markets in which we operate, market growth, our ability to innovate, our sales cycles, our ability to successfully develop, deploy and realize the expected benefits of our artificial intelligence and automation capabilities, including risks related to performance, reliability, security and customer adoption of such technologies, our ability to successfully integrate acquired companies, including Kenzo Security and achieve the expected synergies and benefits of such acquisitions in a timely manner or at all, exposure to greater than anticipated tax liabilities, our ability to
successfully execute our leadership transition, implement our AI-SOC strategy, realize the expected benefits of our senior leadership changes and maintain business momentum during periods of organizational change, our ability to operate in compliance with applicable laws, fluctuations in foreign currency exchange rates and their impact on our results, risks related to the accuracy, efficacy and perceived reliability of our threat intelligence, detection and response capabilities, including the potential for undetected vulnerabilities, false positives or failures in our systems, as well as other risks and uncertainties that could affect our business and results described in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Quarterly Report on Form 10-Q filed with the SEC on May 5, 2026, particularly in the section entitled “Item 1.A Risk Factors,” and in the subsequent reports that we file with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those expressed in any forward-looking statements we may make. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Rapid7 Media Relations
Alice Randall
Director, Global Communications
(857) 216-7804
Rapid7 Investor Contact
Matt Wells
Vice President, Investor Relations
(617) 865-4277