Rapid7 (RPD) Proxy filing summary

Executive summary

• Supplement updates the proxy statement for the 2026 Annual Meeting scheduled for June 9, 2026, reflecting recent leadership changes and board structure updates.

• Wael Mohamed appointed Chief Executive Officer, Corey Thomas named Executive Chairman, and Marc Brown becomes Lead Independent Director, all effective June 1, 2026.

• 82% of directors are now independent following these changes.

Voting matters and shareholder proposals

• All director nominees, including Mohamed, Thomas, and Brown, remain unchanged for election at the Annual Meeting.

• Shareholders may change or revoke their proxy votes as outlined in the proxy materials.

Board of directors and corporate governance

• Board leadership structure now separates the roles of Executive Chairman (Thomas) and CEO (Mohamed), with flexibility to combine or separate roles as needed.

• Marc Brown, as Lead Independent Director, is responsible for coordinating independent director activities and risk oversight communication.

• Nine directors and one nominee are independent under Nasdaq standards; Mohamed and Thomas are not independent due to employment.

• Each board committee has a separate chair, and committee chairs report regularly to the board.

• Board will continue to evaluate and adjust leadership structure as appropriate.