Marc Brown
Rapid7About Marc Brown
Marc Brown, age 60, has served as an independent director of Rapid7 since July 2016. He is Global Head of EQT AB’s Growth Equity Fund (since Oct 2020) and previously spent two decades at Microsoft, most recently as Corporate Vice President, Corporate Development and Global Head of M&A and Strategic Investments. He holds an A.B. from Colgate University, an M.B.A. from NYU Stern, and a J.D. from Georgetown University Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate VP, Corporate Development; Global Head of M&A and Strategic Investments | Jan 2000–Oct 2020 | Led M&A and strategic investments across software/technology |
| Datto Holding Corp. (public) | Director | Prior to sale (date not specified) | Member of audit and mergers & acquisitions committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EQT AB | Global Head, Growth Equity Fund | Oct 2020–present | Growth equity leadership; potential exposure to cybersecurity portfolio companies |
Board Governance
- Independence: Board determined Brown is independent under Nasdaq listing standards .
- Committee assignments: Member, Compensation Committee; the CC met 4 times in 2024; chair is J. Benjamin Nye .
- Attendance: Board met nine times in 2024; each director attended ≥75% of Board and committee meetings during their service .
- Lead independent and executive sessions: Lead Independent Director (Nye) presides over meetings of independent directors and coordinates their activities .
Fixed Compensation
| Component | Policy Amount | Marc Brown 2024 Actual | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $35,000 | $0 (elected RSUs in lieu of cash) | Paid quarterly if taken in cash |
| Compensation Committee Member Fee (cash) | $6,500 | $0 (elected RSUs in lieu of cash) | Applies to CC members; Brown is a member |
| Other Committee Member Fees (cash) | Audit $10,000; NCGC $4,000 | $0 | Brown not on Audit or NCGC |
| Committee Chair Fees (cash) | Audit $20,000; CC $15,000; NCGC $8,000 | $0 | Brown is not a chair |
| Lead Independent/Chair add’l (cash) | Lead $20,000; Chair $15,000 | $0 | Brown is neither |
- Director elected to receive annual cash compensation in RSUs; 1,100 RSUs were granted in lieu of cash for 2024, vesting in equal quarterly installments and fully vesting at the earlier of the next annual meeting or first anniversary of grant .
Performance Compensation
| Equity Component | Grant Value/Units | Vesting | Terms |
|---|---|---|---|
| Annual RSU grant to continuing directors | $200,000 grant-date fair value | Vests in full at earlier of next annual meeting or first anniversary of grant | Granted at annual meeting date; pro-rated for <1 year service |
| Initial RSU grant for new directors | $400,000 grant-date fair value | Three substantially equal annual installments over 3 years | Granted upon first election/appointment |
| RSUs in lieu of cash (election) | 1,100 RSUs for Brown in 2024 | Equal quarterly installments; full vest at earlier of next annual meeting or first anniversary | Election window/process set by CC |
| Change-in-control | All director equity awards become fully vested upon change in control if in continuous service | Immediate vesting at CoC | Applies to all non-employee directors |
- 2024 director compensation received: Fees earned in cash $0; Stock awards $236,655; Total $236,655 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Datto Holding Corp. | Director (prior) | Audit; M&A committee | Historical; no current related-party transactions disclosed |
Expertise & Qualifications
- Deep M&A, corporate development, and strategic investment expertise from Microsoft tenure; now leading growth equity at EQT AB .
- Legal and financial training: J.D. (Georgetown), MBA (NYU Stern), AB (Colgate) .
- Board/committee experience in audit and M&A oversight .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 78,452 shares; <1% | As of March 31, 2025; includes exercisable options/RSUs within 60 days |
| Options exercisable within 60 days | 45,063 | Included in beneficial ownership |
| RSUs outstanding (unvested at 12/31/2024) | 6,274 | Includes annual RSU grant and RSUs in lieu of cash |
- Stock ownership guidelines: Directors must hold shares equal to ≥4x annual cash retainer; non-employee directors have met, exceeded, or are on track to meet guidelines (as of end of 2024) .
Insider Trades
| Date | Form | Security/Amount | Terms |
|---|---|---|---|
| Jun 17, 2024 | Form 4 | RSU grant (director annual grant and RSUs in lieu of cash) | Vests in full at earlier of next annual meeting or first anniversary; in-line with director policy |
| Various (CIK owner record) | Form 4 | Marc Evan Brown transactions | Publicly filed insider trades record for Brown |
Board Governance Assessment
- Committee work: Active member of Compensation Committee overseeing executive pay design, selection of independent consultant (Compensia), and say‑on‑pay preparation; CC met 4x in 2024 and maintains policies on equity, severance, and risk management .
- Investor alignment: 2024 say‑on‑pay passed with 96% approval, reflecting support for pay philosophy overseen by CC; equity grants to directors are time‑based RSUs with optional RSUs in lieu of cash to increase alignment .
- Attendance and engagement: ≥75% attendance threshold achieved; Board met 9 times in 2024; independent leadership through Lead Independent Director and committee chairs reinforces oversight .
- Clawback and controls: Nasdaq‑compliant clawback policy adopted Oct 19, 2023; 2024 accounting restatement did not trigger recoupment, as measures used for compensation excluded stock‑based comp .
- Conflicts/related‑party exposure: No related‑party transactions >$120k involving directors/officers disclosed since Jan 1, 2024; policy excludes transactions where involvement is solely due to an external directorship; Brown’s EQT role presents potential ecosystem overlap, but no transactions disclosed .
RED FLAGS: None disclosed in related‑party transactions, hedging/pledging is prohibited under Insider Trading Policy, and director equity vests on time‑based schedules; activism influence present in 2025 (JANA appointments) heightens scrutiny of CC decisions but is not a direct conflict for Brown .