Judy Bruner
Rapid7About Judy Bruner
Judy Bruner (age 66) has served as an independent director of Rapid7 since October 2016. She is the former Executive Vice President, Administration and Chief Financial Officer of SanDisk Corp (2004–2016), and holds a B.A. in Economics from UCLA and an MBA from Santa Clara University . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SanDisk Corp | EVP, Administration & Chief Financial Officer | 2004–2016 | Led finance at scale through Western Digital acquisition |
External Roles
| Company | Role | Committees |
|---|---|---|
| Applied Materials, Inc. | Director | Audit Committee Chair |
| Seagate Technology plc | Director | Audit & Finance Committee member; Nominating & Governance Committee Chair |
| Qorvo, Inc. | Director | Audit Committee Chair; Nominating & Governance Committee member |
| Brocade Communications Systems, Inc. (prior) | Director | Audit Committee Chair |
| Varian Medical Systems, Inc. (prior) | Director | Audit Committee Chair; Ethics & Compliance Committee member |
Board Governance
- Committee assignments (RPD): Audit Committee member; designated “audit committee financial expert” alongside Michael Berry and Michael Burns .
- Independence: Independent director under Nasdaq rules .
- Attendance and engagement: Board met 9 times in 2024; each director attended ≥75% of Board and committee meetings where they served . Audit Committee met 5 times in 2024 .
- Board structure context: Lead Independent Director is J. Benjamin Nye; Board added three new directors in 2025 via cooperation agreement with JANA (Burns, Mohamed, Galligan), signaling refreshment and active shareholder engagement .
Fixed Compensation (Director)
- Policy (structure and amounts):
- Annual Board retainer: $35,000; Lead Independent Director add’l $20,000; Chairman add’l $15,000 .
- Committee fees: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $6,500; Nominating & Governance Chair $8,000; Nominating & Governance member $4,000 .
- Reimbursement of reasonable Board-related expenses .
- Directors may elect to receive annual cash compensation in RSUs; RSUs vest quarterly and in full by the next annual meeting or first anniversary; vesting accelerates on change in control .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 45,000 | 199,982 | 244,982 |
| 2024 | 45,000 | 195,163 | 240,163 |
- Mix: In 2024, ~81% equity ($195,163) and ~19% cash ($45,000), aligning compensation with shareholder value via equity .
Performance Compensation (Director)
- Rapid7 does not use performance-conditioned equity for non-employee directors; annual RSU awards are time-based, vesting by the next annual meeting or first anniversary, with full vesting on change in control .
| Element | Metric(s) | Weight | Outcome |
|---|---|---|---|
| Director RSUs | N/A (time-based vesting) | N/A | 2024 annual RSU granted; vests by next annual meeting/first anniversary |
Other Directorships & Interlocks
- Current public boards: Applied Materials (Audit Chair), Seagate (Audit & Finance; N&G Chair), Qorvo (Audit Chair; N&G) .
- Interlocks/related-party: Rapid7 discloses no related-person transactions since Jan 1, 2024 beyond compensation arrangements; policy excludes cases where the related person’s only role is as a director of the other entity . Rapid7 likewise disclosed none since Jan 1, 2023 in the prior proxy .
Expertise & Qualifications
- Financial leadership: Former CFO of SanDisk; designated audit committee financial expert at Rapid7 .
- Governance: Chairs audit or governance committees at multiple large-cap public companies (Applied Materials, Seagate, Qorvo) .
- Education: B.A. Economics (UCLA); MBA (Santa Clara University) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (3/31/2025) | 41,018 shares |
| Shares outstanding (3/31/2025) | 64,181,792 |
| Ownership as % of outstanding | ~0.06% (41,018 / 64,181,792) |
| Unvested director RSUs outstanding (12/31/2024) | 5,174 |
| Options | None disclosed (director) |
| Stock ownership guidelines | Directors required to own ≥4x annual cash retainer; Board members have met, exceeded, or are on track based on 2024 accumulation |
| Hedging/derivatives | Prohibited under Insider Trading Policy |
Governance Assessment
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Strengths
- Deep financial oversight skill set; designated audit committee financial expert; long-standing audit chair experience at other public companies—supports audit quality and risk oversight .
- Independent status; attendance threshold met; meaningful equity mix in director pay aligns incentives with shareholders .
- Clear director compensation policy with market-aligned retainers and annual RSUs; optional equity-in-lieu-of-cash increases alignment .
- No related-party transactions involving Bruner disclosed; robust related-person policy .
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Considerations/Monitoring items
- Multiple concurrent public company directorships (Applied Materials, Seagate, Qorvo) elevate time-commitment demands; continue to monitor attendance and engagement (Rapid7 reported ≥75% in 2024) .
- Company-level activist engagement and board refreshment in 2025 (JANA cooperation) increases governance scrutiny; Bruner’s audit expertise remains important ballast during transition .
- Director equity vests time-based (not performance-conditioned). While common, investors may prefer tighter performance linkage; however, equity exposure plus ownership guidelines help alignment .
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Broader investor confidence signals
- Rapid7’s 2024 say-on-pay approval of 96% indicates broad shareholder support for compensation practices (context for overall governance climate) .
- Company prohibits hedging and derivative transactions; supports alignment and risk management .