UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2017

Rapid7, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-37496

 

35-2423994

(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

 

100 Summer Street, Boston, Massachusetts

 

02110

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 247-1717

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)

Adoption of Executive Incentive Bonus Plan

On January 31, 2017, the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors (the “ Board ”) of Rapid7, Inc. (the “ Company ”) adopted the Company’s Executive Incentive Bonus Plan (the “ Bonus Plan ”), which applies to certain key executives (the “ Executives ”) that are selected by the Compensation Committee. The Bonus Plan provides for cash bonus payments based upon the attainment of certain corporate, financial and operational measures or objectives, or Corporate Performance Goals, as well as individual performance objectives performance targets established by the Compensation Committee.

Each Executive who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period and may also have a “minimum” hurdle and/or “maximum” amount. The bonus formulas will be adopted in each performance period by the Compensation Committee and communicated to each Executive. The Corporate Performance Goals will be measured at the end of each performance period after the Company’s financial reports have been published. If the Corporate Performance Goals and individual performance objectives are met, payments will be made as soon as practicable following the end of each performance period, but not later 74 days after the end of the fiscal year in which such performance period ends. Subject to the rights contained in any agreement between the Executive and the Company, an executive officer must be employed by the Company on the bonus payment date to be eligible to receive a bonus payment. The Bonus Plan also permits the Compensation Committee to approve additional bonuses to executive officers in its sole discretion.

Adoption of 2017 Cash Target Bonus Awards

The Compensation Committee also established annual target cash bonus awards for the Company’s current executive officers for the fiscal year ending December 31, 2017, which will be awarded in accordance with the terms of the Bonus Plan. The table below sets forth the annual target bonus for the Company’s Chief Executive Officer and Chief Financial Officer.

 

Name

   Annual Target Bonus  

Corey Thomas

   $ 500,000   

Jeff Kalowski

   $ 200,000   

The Bonus Plan is based upon the Company’s achievement of certain performance targets for bookings and non-GAAP operating margin in 2017. Awards under the Bonus Plan are conditioned on the Company’s achievement of minimum thresholds for these targets. To the extent the Company exceeds the performance targets for both gross bookings and non-GAAP operating margin, target performance bonuses may be increased, in the Compensation Committee’s discretion.

Approval of Long-Term Incentive Equity Grants

On January 31, 2017, the Compensation Committee also granted stock options and restricted stock units (“ RSUs ”) as long-term incentive grants for future performance to certain of the Company’s executive officers. The table below sets forth the awards made to Corey Thomas, Andrew Burton and Lee Weiner. Each of these awards vests in sixteen equal quarterly installments, with the first installment vesting on May 15, 2017, subject to the executive officer’s continued service with the Company.


Name

   Number of Options      Number of RSUs  

Corey Thomas

     134,000         65,000   

Andrew Burton

     20,000         10,000   

Lee Weiner

     60,000         30,000   

Amendments to Existing Severance and Change In Control Arrangements for Certain Eligible Executives

The Compensation Committee also reviewed the Company’s existing employment arrangements as part of its ongoing evaluation of the Company’s executive compensation programs. After its review, the Compensation Committee decided that it was in the best interest of the Company and its stockholders to make modifications to such arrangements in order to update its severance and change in control protection arrangements with certain eligible executives after reviewing current market practices related to severance arrangements and benefit levels related thereto both in connection with and in the absence of a change in control of the Company.

On January 31, 2017, the Compensation Committee approved the material terms for an amendment to the existing employment arrangement between the Company and Corey Thomas, Chief Executive Officer of the Company, modifying certain of the provisions of his employment agreement related to severance and change in control arrangements. Under this amendment, Mr. Thomas’s “severance period” (as defined in his existing employment agreement) in the event of termination of his employment by the Company without “cause” or by Mr. Thomas with “good reason” (as such terms will be defined in the amendment) will be increased to 12 months in the absence of a change in control and 18 months in the event such termination occurs within three months prior to or 12 months following a change in control. In such termination of employment following a change in control scenario, Mr. Thomas will also be eligible to receive a pro-rated bonus for the year of termination.

The Compensation Committee also approved the framework for severance and change in control arrangements for certain eligible executives, who are defined to be an employee of the Company having the position of Senior Vice President or higher. These severance benefits will not be applicable to certain executive officers, including Mr. Thomas and Mr. Kalowski, who have separate individual severance and change in control benefits contained in their employment arrangements.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

10.1    Rapid7, Inc. Executive Incentive Bonus Plan


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Rapid7, Inc.
Dated: February 2, 2017     By:   /s/ Jeff Kalowski
     

Jeff Kalowski

Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    Rapid7, Inc. Executive Incentive Bonus Plan

Exhibit 10.1

RAPID7, INC.

EXECUTIVE INCENTIVE BONUS PLAN

1. Purpose . This Executive Incentive Bonus Plan (the “ Incentive Plan ”) is intended to provide an incentive for superior work and to motivate eligible executives of Rapid7, Inc. (the “ Company ”) and its Subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below). The Incentive Plan operates under, and is part of, the Rapid7, Inc. 2015 Equity Incentive Plan (as amended from time-to-time, the “ 2015 Plan ”), which has been approved by the Company’s Board of Directors (the “ Board ”) and the Company’s stockholders. Defined terms not explicitly defined in this Incentive Plan but defined in the 2015 Plan shall have the same definitions as in the 2015 Plan. The Incentive Plan is intended to permit the payment of bonuses that may qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code and the regulations and guidance thereunder (“ Performance-Based Compensation ”).

2. Covered Executives . From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder.

3. Administration . The Compensation Committee shall have the sole discretion and authority to administer and interpret the Incentive Plan.

4. Bonus Determinations .

(a) Corporate Performance Goals . A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment of one or more Corporate Performance Goals that are established by the Compensation Committee. As used herein, the term “ Corporate Performance Goals ” means the goal(s) (or combined goal(s)) determined by the Compensation Committee, in its sole discretion, to be applicable to a Covered Executive with respect to a bonus as set forth in Sections 13(oo) and 13(pp) of the 2015 Plan. The criteria set forth in Sections 13(oo) and 13(pp) of the 2015 Plan may relate to the Company, one or more of its Affiliates or one or more of its or their divisions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Compensation Committee shall determine. The Corporate Performance Goals may differ from Covered Executive to Covered Executive.

(b) Calculation of Corporate Performance Goals . At the beginning of each applicable performance period, the Compensation Committee will determine whether any significant element(s) will be included in or excluded from the calculation of any Corporate Performance Goal with respect to any Covered Executive. In all other respects, Corporate Performance Goals will be calculated in accordance with the Company’s financial statements, generally accepted accounting principles, or under a methodology established by the Compensation Committee at the beginning of the performance period and which is consistently applied with respect to a Corporate Performance Goal in the relevant performance period.


(c) Target; Minimum; Maximum . Each Corporate Performance Goal shall have a “ target ” (100 percent attainment of the Corporate Performance Goal) and may also have a “ minimum ” hurdle and/or a “ maximum ” amount.

(d) Bonus Requirements; Individual Goals . Except as otherwise set forth in this Section 4(d):

(i) any bonuses paid to Covered Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals,

(ii) bonus formulas for Covered Executives shall be adopted in each performance period by the Compensation Committee and communicated to each Covered Executive at the beginning of each performance period, and

(iii) no bonuses shall be paid to Covered Executives unless and until the Compensation Committee makes a determination with respect to the attainment of the performance targets relating to the Corporate Performance Goals. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the Incentive Plan based on achievement of one or more individual performance objectives or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based on individual performance goals and/or upon such other terms and conditions as the Compensation Committee may in its discretion determine.

(e) Individual Target Bonuses . The Compensation Committee shall establish a target bonus opportunity for each Covered Executive for each performance period. For each Covered Executive, the Compensation Committee shall have the authority to apportion the target award so that a portion of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall be tied to attainment of individual performance objectives.

(f) Employment Requirement . Unless otherwise expressly provided in a written agreement between the Covered Executive and the Company, the payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s continued employment by the Company on the bonus payment date. If a Covered Executive was not employed for an entire performance period, the Compensation Committee may pro-rate the bonus based on the number of days employed during such performance period.

5. Timing of Payment

(a) With respect to Corporate Performance Goals established and measured on a basis more frequently than annually (e.g., quarterly or semi-annually), the Corporate Performance Goals will be measured at the end of each performance period after the Company’s financial reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for such period are met, payments will be made as soon as practicable following the end of such period, but not later 74 days after the end of the fiscal year in which such performance period ends.

 

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(b) With respect to Corporate Performance Goals established and measured on an annual or multi-year basis, Corporate Performance Goals will be measured as of the end of each such performance period (e.g., the end of each fiscal year) after the Company’s financial reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for any such period are met, bonus payments will be made as soon as practicable, but not later than 74 days after the end of the relevant fiscal year.

(c) For the avoidance of doubt, bonuses earned at any time in a fiscal year must be paid no later than 74 days after the last day of such fiscal year.

6. Bifurcation of the Incentive Plan . It is the intent of the Company that the Incentive Plan, and all payments made hereunder, satisfy and be interpreted in a manner that, in the case of Covered Executives whose compensation is subject to the limitations on deductibility of compensation provided under Section 162(m) and whose payment hereunder is intended to qualify as Performance-Based Compensation, qualify as Performance-Based Compensation. Any provision, application or interpretation of the Incentive Plan inconsistent with this intent to satisfy the requirements of Section 162(m) shall be disregarded. However, notwithstanding anything to the contrary in the Incentive Plan, the provisions of the Incentive Plan may at any time be bifurcated by the Compensation Committee in any manner so that certain provisions of the Incentive Plan or any payment intended (or required) to satisfy the applicable requirements of Section 162(m) are applicable only to persons whose compensation is subject to the limitations on deductibility of compensation provided under Section 162(m) and whose payment hereunder is intended to qualify as Performance-Based Compensation.

7. No Guarantee of Employment . The Incentive Plan is intended to provide a financial incentive to Covered Executives and is not intended to confer any rights to continued employment upon Covered Executives whose employment will remain at-will and subject to termination by either the Company or Covered Executive at any time, with or without cause or notice.

8. Recovery . Any amounts paid under this Incentive Plan will be subject to recoupment in accordance with any clawback policy that the Company adopts, including any policy adopted pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any plan of or agreement with the Company.

9. Amendment and Termination . The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

 

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