J. Benjamin Nye
Rapid7About J. Benjamin Nye
J. Benjamin Nye, age 59, has served on Rapid7’s board since August 2008 and as Lead Independent Director since February 2019. He is independent under Nasdaq rules and brings extensive operating and investment experience as a partner at Venture Guides, Senior Advisor at Bain Capital Venture Partners (since Oct 2004), and former CEO of Turbonomic through its sale to IBM (Sep 2013–Jan 2022). He holds a B.A. in Government from Harvard College and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turbonomic, Inc. | Chief Executive Officer | Sep 2013 – Jan 2022 | Led company through acquisition by IBM |
| Bain Capital Venture Partners, LLC | Senior Advisor (Tech & Infrastructure) | Oct 2004 – present | Advises investing efforts |
| Venture Guides | Partner | Current | Early-stage investment; member of compensation committee at the firm |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Private investment | Venture Guides | Partner | Early-stage investment firm |
| VC advisory | Bain Capital Venture Partners | Senior Advisor | Technology & infrastructure efforts |
| Public company boards | — | — | No current public-company directorships disclosed in RPD’s proxy |
Board Governance
- Independence: Board affirms Nye is independent under Nasdaq standards .
- Leadership: Lead Independent Director with responsibilities to set agendas and preside over independent director sessions, coordinate independent directors, and participate in CEO evaluation and succession planning .
- Committee roles: Chairs the Compensation Committee (members: Brown, Galligan, Nye, Schodorf) . Not on Audit (Berry—chair; Burns, Bruner, Sondhi) or Nominating & Corporate Governance (Holzman—chair; Sondhi) .
- Board activity/attendance: Board met 9 times in 2024; each director attended ≥75% of Board and committee meetings during their service period .
- 2025 director election result (re-elected): For 44,024,542; Withheld 3,629,958; Broker non-votes 7,369,024 .
Fixed Compensation
Policy structure and 2024 actuals:
- Policy (cash retainers): Board retainer $35,000; Lead Independent Director premium $20,000; Compensation Committee Chair $15,000; other committee member retainers: Audit $10,000, Compensation $6,500, Nominating & Governance $4,000 .
- Policy (equity): Annual RSU grant with grant-date fair value of $200,000 (vests by next annual meeting); initial director grant $400,000 (3-year vest); change-in-control vests awards; directors may elect to receive cash retainers in RSUs .
- 2024 actual (reported in 2025 proxy): Nye elected to receive cash in RSUs; cash fees $0; stock awards $265,134; he received 1,855 additional RSUs in lieu of cash retainers (on top of annual RSU) .
| Director Compensation – 2024 | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $0 |
| Stock Awards ($) | $265,134 (includes annual RSU and RSUs in lieu of cash) |
| Election of cash-to-stock | Elected cash retainers in RSUs (1,855 RSUs) |
Performance Compensation
| Component | Metrics | Detail |
|---|---|---|
| Director annual equity | None (time-based RSUs) | Annual RSU grants for non-employee directors are time-based; no performance metrics apply |
Other Directorships & Interlocks
- Interlocks: The company discloses no compensation committee interlocks or insider participation; none of the Compensation Committee members (including Nye) are or have been RPD officers; no executive officer service on other boards creating interlocks .
- External board interlocks with RPD customers/suppliers: None disclosed related to Nye in the proxy .
Expertise & Qualifications
- Financial and business expertise, including managing and directing technology companies (CEO experience at Turbonomic) .
- Investment and governance experience from Venture Guides and Bain Capital Venture Partners advisory role .
- Board designates his experience as qualifying him to serve; he is the Lead Independent Director .
Equity Ownership
| Date/Source | Beneficial Ownership (Shares) | Notes |
|---|---|---|
| Mar 31, 2025 (2025 Proxy) | 64,508 | “*” indicates <1% of shares outstanding |
| Mar 31, 2024 (2024 Proxy) | 57,214 | “*” indicates <1% of shares outstanding |
| As of Dec 31, 2024 | Unvested RSUs outstanding: 7,029; options: none | From director equity footnotes |
- Hedging/derivatives: Company policy prohibits short sales, hedging, and derivative transactions by directors .
- Stock ownership guidelines: Non-employee directors are required to own shares ≥4x annual cash retainer; as of end-2024, the CEO and non-employee directors have met, exceeded, or are on track per guideline timelines .
Governance Assessment
- Role and influence: Long-tenured Lead Independent Director and Compensation Committee Chair; actively engaged in CEO evaluation and board self-assessments per Lead Independent role description .
- Independence and conflicts: Board affirms independence; related-person transaction policy in place; no Nye-related transactions disclosed since Jan 1, 2024 .
- Shareholder alignment: Elected to take cash retainers in stock units; annual director equity awards are standard time-based RSUs; board-level ownership guidelines set at 4x retainer .
- Board effectiveness signals: 2024 attendance threshold met across directors; Compensation Committee (which Nye chairs) met 4 times; Board met 9 times .
- Shareholder support: 2025 say-on-pay approved (For 43,429,515; Against 4,164,934; Abstain 60,051; broker non-votes 7,369,024). Nye was re-elected with 44,024,542 For and 3,629,958 Withheld votes .
Appendix – Committee & Meeting Snapshot
| Item | Detail |
|---|---|
| Compensation Committee (2024) | Members: Brown, Galligan, Nye (Chair), Schodorf; Meetings: 4 |
| Audit Committee (2024) | Members: Berry (Chair), Burns, Bruner, Sondhi; Meetings: 5 |
| Nominating & Corporate Governance (2024) | Members: Holzman (Chair), Sondhi; Meetings: 4 |
| Board meetings (2024) | 9; each director attended ≥75% |