Kevin Galligan
Rapid7About Kevin Galligan
Kevin Galligan (age 41) joined Rapid7’s board on April 22, 2025 as an independent director, pursuant to a Cooperation Agreement with JANA Partners Management LP; he was appointed concurrently to the Compensation Committee . He is Partner and Director of Research at JANA Partners (since 2011), with prior roles at KKR (Principal, 2010–2011) and Blackstone M&A (2005–2007); he holds a B.A. in economics from Columbia University . The Board has affirmatively determined Galligan is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JANA Partners Management, LP | Partner & Director of Research | 2011–present | Active shareholder engagement; JANA’s March 21, 2025 cooperation led to Galligan’s appointment to RPD Board and Compensation Committee |
| Kohlberg Kravis Roberts & Co. (KKR) | Principal; Associate | 2010–2011; 2007–2010 | North American Private Equity investing |
| Blackstone Group | M&A Advisory | 2005–2007 | Transaction execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Relic (NYSE: NEWR; sold to Francisco Partners/TPG in 2023) | Director | 2022–2023 | Board oversight during sale process |
Board Governance
- Appointment and committee: Appointed April 22, 2025; member, Compensation Committee (chair: J. Benjamin Nye) .
- Independence: Board designated Galligan independent per Nasdaq listing standards .
- Attendance and engagement: The Board met 9 times in 2024; each director then serving attended at least 75% of Board/committee meetings. Galligan’s 2024 attendance not applicable due to 2025 appointment .
- Shareholder support: Elected at 2025 AGM with 45,402,178 votes for and 2,252,322 withheld; broker non-votes 7,369,024 .
- Lead independent director: J. Benjamin Nye; responsibilities include presiding over independent director sessions and CEO evaluation involvement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $35,000 | Paid quarterly, prorated for partial service |
| Compensation Committee member fee | $6,500 | Annual; paid quarterly, prorated |
| Compensation Committee chair fee | $15,000 | Not applicable to Galligan (member, not chair) |
| Lead Independent Director additional retainer | $20,000 | Paid to Lead Independent Director (Nye), not Galligan |
| Chairman of the Board additional retainer | $15,000 | Not applicable to Galligan |
| Expense reimbursement | Reasonable out-of-pocket | Per policy |
Performance Compensation
| Award Type | Grant Value | Vesting | Performance Metric | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial RSU (upon first election/appointment) | $400,000 | 3 substantially equal annual installments | None (time-based) | Becomes fully vested if director provides continuous service through change in control |
| Annual RSU (continuing director, at AGM) | $200,000 | Vests in full at earlier of first anniversary or next AGM; prorated for less than a year’s service | None (time-based) | Fully vested upon change in control with continuous service |
| Election to receive cash retainer in RSUs | Equivalent to expected annual cash compensation | Vests in equal quarterly installments; accelerates at earlier of first anniversary or next AGM | None | Pro-rata vesting upon service termination in quarter of exit |
Rapid7 does not use quantitative performance metrics (e.g., ARR, EBITDA) for director pay; equity is time-based and aligns with stock price performance .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| JANA Partners Management, LP (6.0% holder) | Galligan is Partner & Director of Research; JANA secured board appointments via Cooperation Agreement | Potential influence of significant shareholder representation; Board maintains independence determinations and related-person transaction oversight |
| New Relic (prior) | Former director | No current interlocks with Rapid7’s competitors or major counterparties disclosed |
Expertise & Qualifications
- Finance and activism: Deep experience in shareholder engagement and value creation strategies at JANA Partners .
- Private equity and M&A: Transactional background at KKR and Blackstone .
- Public board experience: Service at New Relic through sale completion .
- Education: B.A. in economics from Columbia University .
- Compensation governance exposure: Current member of Rapid7’s Compensation Committee .
Equity Ownership
| Category | Details |
|---|---|
| Beneficial ownership (as of March 31, 2025) | 0 shares; no options/RSUs reported as beneficially owned in 60-day window |
| Form 3 upon appointment | Filed April 24, 2025; reported “No securities owned.” (SEC link: https://www.sec.gov/Archives/edgar/data/1560327/000090266425001974/0000902664-25-001974-index.htm) |
| Ownership guidelines | Non-employee directors required to own ≥4x annual cash retainer; compliance generally met/on track for directors as of end-2024; Galligan new in 2025 |
| Hedging/short sales | Prohibited for directors/officers under Insider Trading Policy |
| Pledging | Not specifically disclosed; no pledging noted for Galligan |
Governance Assessment
- Committee assignments, chair roles, and expertise: Galligan’s seat on the Compensation Committee positions him to influence executive and director pay design; the committee retains an independent consultant (Compensia), and the Board annually assesses advisor conflicts, supporting effective oversight .
- Independence status, attendance, engagement: Board determined Galligan is independent; the Board’s 2024 attendance (≥75% for all then-serving directors) and established lead independent director role indicate healthy engagement, though Galligan’s attendance will be assessed beginning 2025 .
- Director compensation mix and alignment: Cash is modest relative to equity; initial and annual RSUs are time-based, aligning with stock performance; directors may take cash in RSUs to further alignment; equity fully accelerates only upon change in control (no options; limits on director equity per plan) .
- Shareholder confidence signals: Strong 2025 AGM support for Galligan’s election (45.4M for, 2.25M withheld) and say‑on‑pay approval (43.43M for, 4.16M against) reinforce investor acceptance of recent governance and compensation decisions .
- Potential conflicts or related-party exposure: Appointment pursuant to JANA Cooperation Agreement highlights activist influence; however, the Board’s related‑party policy requires Audit Committee review/approval and Rapid7 disclosed no related‑person transactions since Jan 1, 2024 above $120,000 (other than ordinary compensation), mitigating direct conflict concerns .
- Risk indicators and red flags:
- RED FLAG: Activist sponsor affiliation (JANA) can create perception of short-term pressure; continued transparency around the Cooperation Agreement provisions and committee deliberations is essential .
- Structural mitigants: Independent Compensation Committee, independent consultant with conflict assessments, prohibition on hedging/short sales, clawback policy adoption, and director indemnification agreements underpin governance practices .
Overall, Galligan brings financial and activist expertise and now influences pay via the Compensation Committee. Investor support appears solid; conflict risk is primarily perception-based due to sponsor affiliation, with formal policies and independence determinations in place to mitigate it .