Tom Schodorf
Rapid7About Tom Schodorf
Independent director of Rapid7 since 2016, age 67, with deep go‑to‑market and cybersecurity software experience. Previously Senior Vice President, Field Operations at Splunk (2009–2014); prior board service at Tufin Software Technologies (audit committee). Education: BSBA, The Ohio State University; MBA, University of Dayton. Rapid7’s Board affirms his independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splunk Inc. | Senior Vice President, Field Operations | Oct 2009–Mar 2014 | Led field operations for log management and security analytics software |
| Tufin Software Technologies Ltd. | Director | Not disclosed (prior) | Audit Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tufin Software Technologies Ltd. | Director | Not disclosed | Public company; served on Audit Committee |
Board Governance
- Committee assignments: Member, Compensation Committee; committee met 4 times in 2024; chaired by Lead Independent Director J. Benjamin Nye .
- Independence: The Board affirmatively determined Schodorf is independent under Nasdaq listing standards .
- Attendance: The Board met 9 times in 2024; every director attended ≥75% of Board/committee meetings on which they served .
- Board leadership: Lead Independent Director role held by J. Benjamin Nye; CEO Corey Thomas serves as Chair, with separate committee chairs enhancing oversight .
- Shareholder oversight signals: Say‑on‑pay received 96% support at the 2024 Annual Meeting, indicating strong investor alignment with compensation practices .
- Activism context: 2025 cooperation agreement with JANA Partners added three directors (Burns to Audit; Galligan to Compensation; Mohamed to Board), elevating committee independence and refresh .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Board + committee) | $43,620 | Earned/pd in cash |
| Stock awards (annual RSUs) | $195,163 | Grant-date fair value under ASC 718 |
| Total 2024 director compensation | $238,783 | Sum of cash and stock awards |
Director compensation policy (structure and rates):
| Element | Amount | Vesting/Terms |
|---|---|---|
| Annual Board retainer (non‑employee director) | $35,000 | Cash, quarterly in arrears |
| Committee member retainers: Audit / Compensation / NCGC | $10,000 / $6,500 / $4,000 | Cash, quarterly in arrears |
| Committee chair retainers: Audit / Compensation / NCGC | $20,000 / $15,000 / $8,000 | Cash, quarterly in arrears |
| Lead Independent Director additional retainer | $20,000 | Cash |
| Annual continuing director RSU | $200,000 | Vests at next AGM or 1‑year anniversary |
| New director initial RSU | $400,000 | Vests over 3 years (annual tranches) |
| Option to take cash comp in RSUs | Up to cash equivalent | RSUs vest quarterly; full vest by next AGM/1 year |
Performance Compensation
2024 company incentive metrics (Board‑approved, executed for executives; informs Schodorf’s Comp Committee oversight):
Annual bonus plan outcomes:
| Metric | Weight | Target/Payout Schedule | Actual 2024 | Payout vs Target |
|---|---|---|---|---|
| Non‑GAAP Operating Income | 50% | 0% < $154M; 100% at $165–176M; up to 125% ≥$180M | $166.8M | 100% |
| Annualized Recurring Revenue (ARR) | 50% | 0% < $885M; 100% at $905–911M; up to 125% ≥$916M | $840M | 0% |
| Total bonus payout | — | — | — | 50% of target |
PSU plan outcomes (one‑year performance, three‑year vesting):
| Metric | Target/Payout Schedule | Actual 2024 | Payout vs Target | Weighted Outcome |
|---|---|---|---|---|
| Net ARR | 0% < $79M; 100% at $91–100M; up to 200% ≥$110M | $34.1M | 0% | 0% |
| Adjusted EBITDA | 0% < $176M; 100% at $186–197M; up to 200% ≥$206M | $188M | 100% | 50% |
| Overall PSU earned | — | — | — | 50% of target |
Committee governance design features (risk safeguards and alignment):
- Equal weighting of growth (ARR) and profitability (Non‑GAAP Op Inc) in 2024 bonus to emphasize profitable growth; payout capped at 125% .
- Continued use of PSUs tied to ARR and Adjusted EBITDA; rigorous thresholds; three‑year vesting for retention and long‑term alignment .
- Clawback policy adopted (Nasdaq‑compliant) for Section 16 officers; 2024 restatement did not trigger recoupment due to metric exclusions .
Other Directorships & Interlocks
| Item | Status/Detail |
|---|---|
| Compensation Committee interlocks | None; no officer interlocks or reciprocal board overlaps disclosed |
| Related‑party transactions | None disclosed above $120,000 involving directors or 5% holders (aside from compensation) |
Expertise & Qualifications
- Cybersecurity and enterprise software go‑to‑market leadership (Splunk SVP, Field Operations) .
- Prior public board experience and audit committee service (Tufin) .
- Education: BSBA, The Ohio State University; MBA, University of Dayton .
- Board‑level compensation oversight experience; signatory to Compensation Committee Report .
Equity Ownership
| Holder | Beneficial Shares (#) | % Outstanding | Notes |
|---|---|---|---|
| Tom Schodorf | 62,412 | * | Includes 33,928 options exercisable within 60 days (10) |
| Unvested director RSUs outstanding (as of 12/31/24) | 5,174 | — | Shares subject to unvested RSUs (2) |
| Unexercised director options outstanding (as of 12/31/24) | 33,928 | — | Legacy option awards (2) |
Director stock ownership alignment:
- Guideline: Directors must beneficially own ≥4× annual cash retainer; Board members (non‑employees) have met, exceeded, or are on track per guideline timelines .
- Prohibitions on hedging/short sales and derivative transactions; 10b5‑1 plan guidelines apply .
Governance Assessment
- Strengths: Independent director; Compensation Committee member; robust incentive design with caps, PSU rigor, and clawback coverage; strong say‑on‑pay support (96% in 2024), enhancing confidence in pay governance .
- Engagement: Board/committee activity and attendance thresholds met; ongoing shareholder outreach informs compensation design (e.g., PSU introduction, ARR weighting) .
- Alignment: Director equity grants (time‑based RSUs) and legacy options create direct stock price exposure; ownership guidelines promote skin‑in‑the‑game .
- Potential flags: None evident—no related‑party transactions; no interlocks; hedging prohibited. Note activism‑driven Board refresh via cooperation agreement with JANA enhanced committee independence and oversight, but implies heightened strategic scrutiny in 2025 .