Governance & Risk Management,
Security Operations
Rapid7 and Jana Partners Forge Cooperation Deal, Expanding Board and Tightening Governance
Rapid7 has reached an agreement with activist investor Jana Partners, resulting in the addition of three new members to its board of directors and fostering a collaborative environment until early next year. The Boston-based cybersecurity firm will expand its board from eight to eleven members, introducing industry veterans Wael Mohamed, Michael Burns, and Kevin Galligan into its ranks.
In exchange for these appointees, Jana Partners has committed to supporting the re-election of all current board members and will limit its ownership stake in Rapid7 to below 15% until January 2026. This strategic alliance aims to enhance corporate governance and operational effectiveness within the company.
Corey Thomas, Chairman and CEO of Rapid7, expressed confidence that the diverse expertise of the new board members will accelerate the company’s strategic initiatives and drive shareholder value. The inclusion of Mohamed, who has served as CEO of Forescout, along with Burns and Galligan, adds substantial experience in operational execution and strategic oversight.
Following this announcement, Rapid7’s stock saw a positive uptick, rising to $29.70 per share in late trading — a notable increase amid its ongoing struggles, including a 42.3% drop since the beginning of 2024 and an alarming 78.5% decline from its peak of $138.41 in November 2021. This significant decrease has raised concerns regarding the company’s operational execution, investor communications, and corporate governance, according to Jana Partners, which disclosed a 13% economic interest in Rapid7 last October.
The terms of the cooperation deal stipulate that Jana will support Rapid7’s current board members, with an agreed cap on future board sizes set at twelve directors. This contrasts with other agreements in the industry where activist investors have required existing members to step down, indicating a more collaborative approach in this instance.
Jana’s Managing Partner, Scott Ostfeld, highlighted the constructive dialogue with Rapid7, expressing optimism about the shared goals for enhancing leadership and maximizing shareholder value. The agreement further establishes a mutual non-disparagement clause, ensuring that both parties maintain a cooperative relationship devoid of public disputes, a common protective measure in such arrangements.
As Rapid7 seeks to reposition itself in the market, the expertise of its new board members may bolster its capabilities in critical areas such as product strategy and operational scaling. This collaboration could help address the company’s challenges associated with underperformance and governance, vital for securing investor confidence and stabilizing its market position.
