Reeny Sondhi
Rapid7About Reeny Sondhi
Reeny Sondhi (age 52) has served on Rapid7’s Board since August 2020. She is the Chief Digital Officer of Twilio, Inc. (since April 2022) and previously served as Autodesk’s Chief Security Officer (2018–2022) and VP, Chief of Product and Cloud Security (2015–2018). She holds a B.S. in electronics engineering from Government Engineering College, Bhopal, and a postgraduate diploma in management from the Institute of Management Development and Research, Pune, India. The Board cites her deep information and network security experience at large public companies as core credentials for her director role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twilio, Inc. | Chief Digital Officer | Apr 2022–present | Digital leadership experience relevant to cybersecurity and enterprise software |
| Autodesk, Inc. | Chief Security Officer | Jul 2018–Apr 2022 | Led information/network security; enterprise security leadership |
| Autodesk, Inc. | VP, Chief of Product and Cloud Security | Aug 2015–Jul 2018 | Product and cloud security domain expertise |
External Roles
| Organization | Position | Public Company Board? | Notes |
|---|---|---|---|
| Twilio, Inc. | Chief Digital Officer | No (executive role, not disclosed as a director) | Current operating role; no board interlock disclosed |
Board Governance
- Committee assignments: Member of the Audit Committee (chair: Michael Berry) and the Nominating & Corporate Governance Committee (chair: Benjamin Holzman); not on the Compensation Committee .
- Independence: Determined independent under Nasdaq rules; included among ten independent directors for 2025 .
- Attendance: Board met nine times in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- ESG oversight and governance: As a member of Nominating & Corporate Governance, participates in director selection, governance principles, and oversight of ESG programs/policies .
- Lead Independent Director structure: Board uses combined Chair/CEO with active Lead Independent Director (J. Benjamin Nye) to strengthen independence and oversight .
Fixed Compensation
| Component | Amount / Detail | Period | Source |
|---|---|---|---|
| Annual Board retainer (policy) | $35,000 | 2024 | |
| Audit Committee member fee (policy) | $10,000 | 2024 | |
| Nominating & Corporate Governance member fee (policy) | $4,000 | 2024 | |
| Committee chair fees (policy) | $20,000 (Audit), $15,000 (Comp), $8,000 (NCGC) | 2024 | |
| Fees Earned or Paid in Cash (actual) | $22,500 | 2024 | |
| Stock Awards (RSUs) grant-date fair value (actual) | $244,162 | 2024 | |
| Total Director Compensation (actual) | $266,662 | 2024 | |
| Cash-to-RSU election | 1,299 RSUs issued in lieu of cash compensation | 2024 | |
| Policy change history | Policy last amended April 2023; no changes recommended in April 2024 | 2024 | |
| Program trend | No increases to non-employee director compensation for committee memberships/roles in 2024 | 2024 |
Performance Compensation
| Award Type | Grant/Period | Fair Value / Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Annual director RSU grant | At Annual Meeting for continuing directors | $200,000 fair value | Vests in full on earlier of next annual meeting or first anniversary | None (time-based; no performance metrics) |
| Initial director RSU (new directors) | Upon first election/appointment | $400,000 fair value | Vests in three equal annual installments | None (time-based; no performance metrics) |
| RSUs in lieu of cash retainer | Elected by director | For Sondhi: 1,299 RSUs | Vest in equal quarterly installments; fully vest on earlier of next annual meeting or first anniversary | None (time-based; no performance metrics) |
Compensation governance features: NASDAQ-compliant clawback policy; no tax gross-ups on severance/change-in-control; no guaranteed single-trigger change-in-control payments; emphasis on long-term equity incentives (applies to the broader program) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Sondhi; no related-party transactions disclosed involving directors/executives since Jan 1, 2024 (excluding standard compensation) . |
Expertise & Qualifications
- Information/network security leader across Autodesk; senior digital leadership at Twilio; Board cites her domain expertise as qualifying for service .
- Education: B.S. electronics engineering (Government Engineering College, Bhopal); postgraduate diploma in management (Institute of Management Development and Research, Pune) .
Equity Ownership
| Measure | Value | As-of Date | Source |
|---|---|---|---|
| Total beneficial ownership (shares) | 8,298 | Mar 31, 2025 | |
| Ownership % of outstanding | <1% | Mar 31, 2025 | |
| Unvested RSUs outstanding (units) | 6,473 | Dec 31, 2024 | |
| Stock options | None outstanding | Dec 31, 2024 | |
| Hedging/derivatives policy | Prohibits short sales, hedging, derivative transactions | Policy effective 2024 | |
| Stock ownership guidelines | Directors must hold ≥4× annual cash retainer; directors met/exceeded/on track as of end of 2024 | 2024 |
Governance Assessment
- Independence and attendance: Independent under Nasdaq standards and met the minimum 75% attendance threshold, supporting baseline governance effectiveness .
- Committee impact: Dual roles on Audit and Nominating & Corporate Governance position her at the nexus of financial oversight, risk (including cybersecurity), director nominations, and ESG governance—aligned with her security and digital background .
- Alignment via equity: Elected to receive cash compensation in RSUs (1,299 units), increasing equity exposure and signaling shareholder alignment; maintains additional time-based RSU holdings with no options outstanding .
- Compensation structure stability: No 2024 increases to director pay for committee service; policy unchanged since April 2023—limits pay inflation risk and suggests restraint .
- Conflicts/related-party: No related-party transactions involving directors/executives disclosed for 2024; insider trading policy prohibits hedging/derivatives, reducing misalignment risk .
- RED FLAGS: None disclosed—no pledging reported, no tax gross-ups, no option repricing, and no related-party transactions; board retains clawback and double-trigger change-in-control standards .