Benjamin Holzman
Rapid7About Benjamin Holzman
Benjamin Holzman (age 50) has served on Rapid7’s board since August 2008. He holds a B.S.E. in biomedical and electrical engineering from Duke University and an M.B.A. from MIT Sloan. His background spans operating roles (CFO Artemis Health 2019–2021; COO MX Technologies 2018–2019) and investing (Managing Director at Bain Capital Ventures; partner at Venture Guides) across technology companies, which the board cites as core qualifications. He is an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artemis Health Inc. | Chief Financial Officer | 2019–2021 | Finance leadership at healthcare data analytics firm |
| MX Technologies, Inc. | Chief Operating Officer | 2018–2019 | Operations leadership at fintech data platform |
| Bain Capital Venture Partners, LLC | Managing Director | Prior period (years not specified) | VC/growth equity investor; served on boards of several tech companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Venture Guides | Partner | Current | Member of the compensation committee |
- No other current public company directorships disclosed.
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee (NCGC); the NCGC currently has two members (Holzman as chair; Reeny Sondhi), all independent; NCGC met four times in 2024.
- Independence: Board affirmatively determined Holzman (and 9 other directors) are independent per Nasdaq listing standards.
- Attendance: Board met nine times in 2024; each Board member attended at least 75% of Board and committee meetings for which they served.
- Lead Independent Director: J. Benjamin Nye serves as Lead Independent Director; committee chairs report material risks to the Board.
- Board refresh/engagement signal: 2025 proxy disclosed a cooperation agreement with JANA Partners adding Burns (Audit Committee), Mohamed, and Galligan (Compensation Committee) to the Board.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 43,000 | Matches policy: $35,000 annual board retainer + $8,000 NCGC chair retainer |
| Committee Membership Fees | 0 | Not a member of Audit or Compensation committees |
| Chairman/Lead Independent Director fees | 0 | Not applicable to Holzman |
- Policy basis: Non-employee directors receive $35,000 annual retainer; committee chair retainers are $20,000 (Audit), $15,000 (Compensation), $8,000 (NCGC); other committee member retainers are $10,000 (Audit), $6,500 (Compensation), $4,000 (NCGC).
- No increases to non-employee director committee compensation for 2024.
Performance Compensation
| Equity Award | Grant-Date Fair Value ($) | Shares (#) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual RSU (2024 cycle) | 195,163 | 5,174 unvested as of 12/31/2024 | Vests in full on earlier of next annual meeting after June 13, 2024 or first anniversary of June 13, 2024, subject to service | Director equity fully vests upon change in control if serving at that date |
Performance metrics applied to director equity: None disclosed (time-based RSUs only).
Other Directorships & Interlocks
| Entity | Relationship | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| Venture Guides | Holzman: Partner; Compensation Committee member | J. Benjamin Nye also Partner at Venture Guides | Internal board interlock via shared external affiliation; Board deems both independent under Nasdaq rules |
- No shared directorships with Rapid7 competitors/suppliers/customers disclosed for Holzman.
Expertise & Qualifications
- Technology operator and investor: CFO/COO roles plus VC/growth equity investing in tech; board cites “extensive experience with a wide range of technology companies.”
- Education: B.S.E. biomedical/electrical engineering (Duke), M.B.A. (MIT Sloan).
- Governance expertise: Chairs NCGC overseeing governance principles, board self-assessments, and ESG.
- Independence and risk oversight: Committee structure emphasizes independent oversight across compensation, audit, and governance.
Equity Ownership
Beneficial ownership (as of March 31, 2025):
| Holder | Shares Beneficially Owned (#) | Percent of Shares Outstanding (%) |
|---|---|---|
| Benjamin Holzman | 52,511 | <1% |
Outstanding awards (as of December 31, 2024):
| Equity Type | Shares (#) |
|---|---|
| Unvested RSUs | 5,174 |
| Unexercised Stock Options | 6,384 |
Selected recent Form 4 activity:
| Filing Date | Transaction Date | Type | Shares Transacted (#) | Price ($) | Post-Transaction Holdings (#) | Source |
|---|---|---|---|---|---|---|
| 2025-06-13 | 2025-06-11 | A – RSU Award | 8,420 | 0.00 | 66,105 | https://www.sec.gov/Archives/edgar/data/1560327/000162828025031348/0001628280-25-031348-index.htm |
| 2025-04-01 | 2025-03-28 | M – Option Exercise (Exempt) | 6,384 | 17.05 | 57,685 | https://www.sec.gov/Archives/edgar/data/1560327/000095010325004214/0000950103-25-004214-index.htm |
Stock ownership guidelines, hedging/pledging:
- Directors must beneficially own shares equal to at least 4x annual cash retainer; as of end-2024, non-employee directors met, exceeded, or were on track to meet guidelines.
- Insider Trading Policy prohibits short sales, hedging, and derivative transactions by directors; trading controlled by blackout windows and 10b5-1 plan guidelines.
- Pledging policy not explicitly disclosed in the proxy.
Governance Assessment
- Board effectiveness: Long-tenured independent director and NCGC chair overseeing governance/ESG and board composition; NCGC met four times in 2024, signaling active governance oversight.
- Alignment and incentives: Mix of modest cash retainer ($35,000) plus time-based RSUs (annual ~$200k grant-date value) aligns director incentives to equity performance; change-in-control acceleration is standard for directors.
- Ownership alignment: Beneficial stake and recent option exercise/RSU award increased holdings; director ownership guidelines in place and met/on track, with hedging prohibited. (see trades above)
- Shareholder signals: Holzman received the lowest “Votes For” among 2025 nominees, with 6,632,756 votes withheld versus 41,021,744 votes for, indicating some investor reservation; similar elevated withholds occurred in 2024 (5,779,517 withheld). This warrants ongoing engagement focus.
- Potential conflicts: Internal interlock with Lead Independent Director (Nye) via Venture Guides; Board independence determinations made annually and both deemed independent. No related-party transactions involving Holzman disclosed.
- Compensation oversight robustness: Compensation Committee is fully independent, meets regularly, uses Compensia, and reviews risk in compensation programs; for directors, no 2024 compensation increases for committee roles.
Director Compensation (Summary)
| Year | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 43,000 | 195,163 | 238,163 |
- RSU vesting: Annual RSU vests at next annual meeting or first anniversary; some directors elected RSUs in lieu of cash—Holzman did not.
- Policy review: Non-employee director compensation reviewed annually; no changes recommended in April 2024.
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay: Votes For 43,429,515; Against 4,164,934; Abstentions 60,051; Broker Non-Votes 7,369,024; approval ≈ 91.1% of votes cast.
- 2024 Say-on-Pay: Votes For 49,346,815; Against 1,886,517; Abstentions 366,073; Broker Non-Votes 5,143,032.
- Frequency: Stockholders indicated annual advisory vote on executive compensation (2025).
- Governance enhancements: Board declassified, supermajority provisions eliminated; enhanced Board composition disclosures.
RED FLAGS
- Elevated withhold votes for Holzman in director elections across 2024 and 2025 compared with peers—indicator of shareholder concern or desire for refresh.
- Two-member NCGC could limit breadth of perspectives; however both are independent and committee met four times in 2024.