Wael Mohamed
Rapid7About Wael Mohamed
Independent director at Rapid7 (RPD) since April 2025; age 57. Mohamed brings three decades of cybersecurity operating and board experience as former President/COO and board member of Trend Micro (2015–2020), former CEO of Forescout (an Advent portfolio company), former Chairman of Cysiv, and Operating Partner at Advent International; he is Founder and Managing General Partner (and board member) of Global Forward Capital Management PTE. LTD. (firm founded in 2017). Education: B.S. in Computer Science (Dalhousie), Executive Corporate Director Certificate (Harvard Business School), Executive Program (Queen’s Graduate School of Business), MIT Sloan + CSAIL AI program. He was appointed pursuant to a March 21, 2025 cooperation agreement between Rapid7 and JANA Partners.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trend Micro Group (Tokyo SE, Nikkei 225) | President, COO, and Board Member | 2015–2020 | Senior operator with board role at leading cybersecurity firm |
| Forescout Technologies (Advent portfolio) | Chief Executive Officer | Not disclosed | Led portfolio company execution post-take-private |
| Cysiv | Chairman of the Board | Not disclosed | Governance leadership at cyber firm |
| Advent International | Operating Partner | Not disclosed | Private equity operating leadership in tech/cyber |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Global Forward Capital Management PTE. LTD. | Founder, Managing General Partner; Board Member | Firm founded 2017 |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined Mohamed is independent under Nasdaq rules |
| Director since | April 2025; standing for election at 2025 Annual Meeting; term to 2026 if elected |
| Committee assignments | None at appointment; Board did not anticipate committee appointment initially |
| Lead Independent Director | N/A to Mohamed (Lead Independent is J. Benjamin Nye) |
| Board attendance | 2024 attendance data not applicable (joined in 2025). Board met 9x in 2024 with ≥75% attendance by then-serving directors |
| Appointment context | Appointed via Cooperation Agreement with JANA (board expanded from 8 to 11; JANA support and voting commitments) |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $35,000 | Payable quarterly; pro-rated for partial service |
| Chairman of the Board additional retainer | $15,000 | Not applicable to Mohamed |
| Lead Independent Director additional retainer | $20,000 | Not applicable to Mohamed |
| Audit Committee: Chair / Member | $20,000 / $10,000 | Not applicable currently |
| Compensation Committee: Chair / Member | $15,000 / $6,500 | Not applicable currently |
| Nominating & Corporate Gov.: Chair / Member | $8,000 / $4,000 | Not applicable currently |
| Expense reimbursement | Reasonable out-of-pocket for Board/committee meetings | Per policy |
• Directors may elect to receive their annual cash compensation in the form of additional RSUs, vesting quarterly and in full by the next annual meeting (or first anniversary), subject to service; elections follow Committee procedures.
Performance Compensation (Director Equity)
| Equity Element | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU (upon first appointment/election) | $400,000 | 3 substantially equal annual installments | Policy applies to new non-employee directors such as Mohamed |
| Annual RSU (at each annual meeting) | $200,000 | Vests in full by next annual meeting or first anniversary | Pro-rated if <1 year of service at grant (e.g., June 11, 2025 meeting) |
| Cash-in-lieu election | N/A (mechanism) | RSUs vest quarterly and fully by next annual meeting | Director may elect to receive cash retainer as RSUs |
| Change-in-control treatment | Full vesting of director equity | Upon CoC, if in continuous service at CoC date | Director equity fully vests at CoC |
• Company disclosed Agreed Nominees (including Mohamed) will receive compensation consistent with the non-employee director program.
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Trend Micro Group | Public (Japan) | Former Board Member; President/COO | 2015–2020 |
| Forescout Technologies | Private (sponsor-owned) | Former CEO | Advent portfolio company |
| Cysiv | Private | Former Chairman | Cybersecurity firm |
| Global Forward Capital Mgmt PTE. LTD. | Private | Board Member | Founder/Managing GP; firm founded 2017 |
• The 2025 proxy discloses no related-person transactions since Jan 1, 2024 beyond standard compensation; Audit Committee oversees related-person transactions under formal policy.
Expertise & Qualifications
• Cybersecurity operator and board experience (Trend Micro President/COO, board member; Forescout CEO; Cysiv Chairman)
• Investment/operating experience (Operating Partner, Advent International; Founder/Managing GP, Global Forward Capital)
• Technical and governance education credentials (Dalhousie B.S. CS; Harvard Executive Corporate Director Certificate; Queen’s executive program; MIT Sloan+CSAIL AI program)
Equity Ownership
| Holder | Total Beneficial Ownership (#) | Percent of Shares Outstanding | As of |
|---|---|---|---|
| Wael Mohamed | No beneficial ownership reported (—) | — | March 31, 2025 |
• Director stock ownership guidelines require non-employee directors to beneficially own shares equal to ≥4x the annual cash retainer; insider trading policy prohibits short sales, hedging, and derivative transactions.
Governance Assessment
Key findings
- Independence and board refresh: Mohamed was appointed as an independent director via a cooperation agreement with activist JANA, signaling board refresh and increased oversight; Board affirmed his independence. This is generally supportive for investor confidence when coupled with clear committee governance.
- Committee roles: No initial committee assignment. Given his cyber-operator background, future placement on relevant committees (e.g., NCGC or any risk/cyber oversight forum) could enhance board effectiveness. Currently, Audit and Compensation were filled by other Agreed Nominees.
- Alignment and incentives: Policy delivers substantial initial equity ($400k RSU) plus pro-rated annual RSU at the 2025 meeting, with full CoC vesting; directors may elect RSUs instead of cash to increase alignment. Ownership guidelines apply, but Mohamed had no reported beneficial ownership as of March 31, 2025 (pre-grant).
- Conflicts/related-party: Company reports no related-person transactions since Jan 1, 2024; related-party policy requires Audit Committee review/approval. Prior roles at cybersecurity companies are historical; no conflicts disclosed.
- Shareholder signals: Say‑on‑pay received 96% support at the 2024 meeting; ongoing shareholder engagement disclosed—positive governance signal.
RED FLAGS (none disclosed)
- No related-party transactions, loans, pledging, or hedging by Mohamed disclosed. No attendance concerns (new appointee). Activist-linked appointment carries typical cooperation terms (non-disparagement, board-size cap, vote commitments) but also indicates responsiveness to shareholders.
Overall implication
- Mohamed adds deep, relevant cybersecurity operating expertise and strategic perspective. Near-term monitoring should focus on (i) committee placement and engagement, (ii) equity ownership progression toward guidelines, and (iii) any interlocks as Global Forward Capital invests in the sector; Audit Committee’s related-party oversight framework and current clean RPT disclosure mitigate conflict risk.