Michael Burns
Rapid7About Michael Burns
Michael Burns, 59, was appointed as an independent director of Rapid7 on April 15, 2025 and immediately joined the Audit Committee; the Board has designated him an “audit committee financial expert.” He previously served as Chief Financial Officer at Imperva (2018–2019, until its acquisition by “Thomas Bravo”), Gigamon, and Volterra Semiconductor, with earlier senior finance roles at Intel. Burns holds a B.A. in Economics and an M.S. in Industrial Engineering from Stanford University, and an MBA from UC Berkeley Haas; the Board cites his financial expertise in cybersecurity and technology.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperva, Inc. | Chief Financial Officer | 2018–2019 | CFO through acquisition by “Thomas Bravo” |
| Gigamon | Chief Financial Officer | — | CFO of a publicly traded network visibility company |
| Volterra Semiconductor | Chief Financial Officer | — | CFO of a publicly traded semiconductor company |
| Intel Corporation | Senior finance roles | — | Early career senior finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Burns in available filings |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Board affirmatively determined Burns is independent under Nasdaq listing standards |
| Committee assignments | Audit Committee member (appointed April 15, 2025) |
| Committee chair roles | None disclosed for Burns |
| Audit Committee expertise | Designated “audit committee financial expert” by Board |
| Board meetings (2024) | Board met nine times in 2024; each Board member (then serving) attended ≥75% of Board and committee meetings; Burns was not yet a director in 2024 |
| Audit Committee meetings (2024) | Audit Committee met five times in 2024; Burns joined in 2025 |
| Lead Independent Director | J. Benjamin Nye serves as Lead Independent Director; responsibilities include coordinating independent directors and CEO performance/succession evaluations |
| Annual Meeting attendance (policy/practice) | Company invites directors to attend; two directors attended the 2024 Annual Meeting |
2025 Director Election Outcome (Signal of investor support)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Michael Burns | 47,306,631 | 347,869 | 7,369,024 |
Fixed Compensation
Non-Employee Director Compensation Policy (2024 baseline applicable in 2025 unless amended):
- Annual Board retainer: $35,000 cash
- Additional retainers: Chairman $15,000; Lead Independent Director $20,000
- Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $8,000
- Committee member retainers: Audit $10,000; Compensation $6,500; Nominating & Corporate Governance $4,000
- Initial RSU for first-time directors: Grant-date fair value $400,000; vests in three equal annual installments
- Annual RSU for continuing directors: Grant-date fair value $200,000; vests by next annual meeting or first anniversary (pro-rated if <1 year)
- Change-in-control: All director equity awards subject to vesting accelerate to fully vested upon change in control if serving on the date
- Expense reimbursement: Reasonable out-of-pocket costs for Board/committee meetings reimbursed
Note: Burns’ actual 2025 grant details (shares, dates) are not itemized in available filings; compensation is expected to follow the director policy above.
Performance Compensation
| Element | Structure for Directors | Performance Metrics |
|---|---|---|
| RSUs (Initial) | $400,000 grant-date fair value; time-based vesting over 3 years | No performance metrics; time-based vesting only |
| RSUs (Annual) | $200,000 grant-date fair value; vests by next annual meeting or first anniversary | No performance metrics; time-based vesting only |
| Change-in-control | Full acceleration of vesting | Structural term; not a performance metric |
Directors do not receive annual “bonus” tied to corporate performance; equity is time-based and at-risk via stock price, not operational metrics.
Other Directorships & Interlocks
| Relationship | Detail | Potential Conflict/Signal |
|---|---|---|
| JANA Partners Cooperation Agreement | Board expanded to 11; Burns and Mohamed appointed by April 15, 2025; Galligan appointed by April 22, 2025; Burns assigned to Audit Committee; Galligan to Compensation Committee | Activist-influenced slate; committee placement may influence oversight priorities |
| Burns Nominee Agreement with JANA | Burns received $50,000 for nomination; would have received $150,000 if elected in a contested election; required to hold ~$200,000 of RPD shares; Nominee Agreement terminated upon Cooperation Agreement execution | Compensation from activist linked to nomination; agreement terminated, but presents perceived influence risk |
| Galligan compensation assignment | Company disclosed expectation that Galligan will assign all director compensation to JANA | Reinforces activist influence channel via compensation flows |
Expertise & Qualifications
- CFO experience in cybersecurity (Imperva) and technology (Gigamon, Volterra), plus Intel finance – supports audit and risk oversight
- Board-designated audit committee financial expert – enhances financial reporting oversight
- Education: BA Economics, MS Industrial Engineering (Stanford); MBA (UC Berkeley Haas) – strong analytical and financial training
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Michael Burns | 3,000 | <1% | As of March 31, 2025; RPD had 64,181,792 shares outstanding |
| Stock ownership guidelines | 4x annual cash retainer for non-employee directors | As of end of 2024, non-employee directors met, exceeded, or were on track; Burns joined in 2025 (compliance status for Burns not specified) | |
| Hedging/derivative trading | Prohibited by Insider Trading Policy | Short sales, hedging, derivative transactions prohibited; 10b5-1 plan restrictions apply | |
| Pledging | — | Not disclosed in available documents |
Governance Assessment
- Positive signals
- Strong shareholder support: Burns received 47.3M “For” votes with only 348k “Withheld” in 2025 director election.
- Audit Committee placement with “financial expert” designation strengthens oversight of financial reporting, internal controls, and related-party review.
- Clear, structured director pay policy with modest cash retainers and standardized equity, including pro-ration and transparent vesting mechanics.
- Insider Trading Policy prohibits hedging/derivatives; stock ownership guidelines target alignment (4x retainer).
- Watch items / potential red flags
- Activist nomination compensation: Burns received $50k from JANA under a Nominee Agreement (terminated later), and could have received $150k if elected in a contested vote—may raise perceived independence questions despite formal independence determination.
- Activist influence channels: Galligan expected to assign director compensation to JANA; activist has Board representation and 6.0% beneficial ownership—monitor for conflicts in committee deliberations, especially Compensation and Audit.
- Board engagement optics: Only two directors attended the 2024 Annual Meeting; Board met nine times in 2024 with ≥75% attendance across directors then serving; Burns’ 2025 attendance not yet disclosed.
Overall, Burns brings CFO-level financial rigor and sector experience, bolstering audit oversight. Investor support was strong in 2025, but activist-linked nomination compensation and JANA’s influence warrant ongoing monitoring for governance independence and potential conflicts.