Michael Berry
Rapid7About Michael Berry
Michael Berry, age 62, has served as an independent director of Rapid7 since November 2012, currently chairing the Audit Committee and designated as an audit committee financial expert under SEC rules . He was EVP & CFO at NetApp (Mar 2020–Mar 2025) and EVP & CFO at McAfee (Feb 2017–Mar 2020); he holds a B.A. in finance (Augsburg College) and an MBA in finance (University of St. Thomas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp, Inc. | EVP & CFO | Mar 2020–Mar 2025 | Senior finance leadership at public tech company |
| McAfee LLC | EVP & CFO | Feb 2017–Mar 2020 | Senior finance leadership in cybersecurity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Certinia (FinancialForce.com, Inc.) | Director; Audit Committee Chair | Prior service (dates not specified) | Chaired audit committee of cloud apps company |
Board Governance
- Independence: The Board affirmatively determined Berry is independent under Nasdaq standards .
- Committee assignments: Audit Committee (Chair); not on Compensation or Nominating & Corporate Governance in 2024/2025 .
- Audit Committee composition and activity: Berry (Chair), Burns, Bruner, Sondhi; met five times in 2024; Berry signed the Audit Committee report .
- Board attendance: The Board met nine times in 2024; each director attended at least 75% of Board/committee meetings .
Fixed Compensation (Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $35,000 | Paid quarterly, in arrears |
| Audit Committee Chair cash retainer | $20,000 | Additional for chair role |
| Total cash fees received | $55,000 | Berry’s 2024 cash fees |
| Annual director RSU grant (continuing director) | ~$200,000 grant-date fair value | Standard annual award; Berry’s 2024 reported value $195,163 |
| Expense reimbursement | Reasonable out-of-pocket | For attending meetings |
Performance Compensation (Director Equity; structure and 2024 awards)
| Equity item | Detail | Vesting | Change-in-control treatment |
|---|---|---|---|
| Annual RSU for continuing directors | $200,000 grant-date fair value | Vests in full on earlier of next annual meeting or first anniversary of grant | |
| Initial RSU for new directors | $400,000 grant-date fair value | Vests in three equal annual installments | |
| Cash-in-lieu election | Directors can elect RSUs instead of cash retainers | RSUs vest quarterly; fully by next annual meeting/first anniversary | — |
| CIC provision | Director equity fully vests at change in control if in service | Full acceleration |
Other Directorships & Interlocks
- Current/Recent public company roles: CFO positions at NetApp (public) and prior at McAfee; no current public board disclosed for Berry beyond Rapid7 .
- Interlocks: Compensation Committee interlocks disclosed as none; Berry is not on the Compensation Committee .
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; decades of CFO experience in software/cybersecurity .
- Education: B.A. Finance (Augsburg), MBA Finance (University of St. Thomas) .
Equity Ownership
| Metric (as of dates indicated) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (3/31/2025) | 12,576 shares | Less than 1% of outstanding shares |
| Unvested RSUs outstanding (12/31/2024) | 5,174 shares | No options outstanding |
| Options exercisable | None | Per director compensation table |
| Ownership guidelines | 4× annual cash retainer (directors) | Company states CEO and non-employee directors have met, exceeded, or are on track to meet as of 2024 |
Governance Assessment
- Committee leadership and effectiveness: Berry chairs the Audit Committee, is recognized as a financial expert, and signed the Audit Committee report—positive for oversight quality in financial reporting and cybersecurity risk monitoring .
- Independence and attendance: Independent status and adequate attendance indicate governance reliability and engagement .
- Pay mix and alignment: Cash fees consistent with policy ($35k board + $20k audit chair), equity grant (~$200k) with short vesting tied to director service; CIC full vesting is standard but accelerative—monitor alignment and potential optics in a transaction .
- Ownership: Beneficial ownership is modest relative to outstanding shares; unvested RSUs support alignment but limited “skin in the game” in absolute terms—tempered by director ownership guidelines .
- Conflicts/related-party exposure: Proxy reports no related-party transactions above $120,000 since Jan 1, 2024; formal related-person transaction policy in place .
- Risk indicators: Insider Trading Policy prohibits hedging and derivatives; clawback policy compliant with Nasdaq 5608 (applies to Section 16 officers; directors not targeted), and 2024 restatement did not trigger recoveries—neutral for Berry as director .
RED FLAGS: None disclosed specific to Berry (no related-party transactions, no attendance issues, no hedging/pledging disclosures noted in proxy). Continue monitoring equity acceleration optics in a change-in-control and any future external directorships in overlapping ecosystems for potential conflicts .