Tenable

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material Pursuant to § 240.14a-12
Tenable Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
ý
No fee required.
¨
Fee paid previously with preliminary materials.
¨
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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2

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
WHEN
WHERE
RECORD DATE
Wednesday, May 14, 2025
Via Webcast
March 17, 2025
1:00 pm Eastern Time
https://www.proxydocs.com/
TENB
Only stockholders of record at the
close of business on that date may
vote at the Annual Meeting or any
adjournment thereof.
ITEMS OF BUSINESS
BOARD VOTING
RECOMMENDATION
PAGE
REFERENCE
Electing the Board of Directors’ nominees Linda Zecher Higgins and
Niloofar Razi Howe to the Board of Directors to hold office until the
2028 Annual Meeting of Stockholders.
FOR each director nominee
16
Ratifying the selection by the Audit Committee of the Board of
Directors of Ernst & Young LLP as the independent registered public
accounting firm of the Company for the year ending December 31,
2025.
FOR
32
Approving, on a non-binding advisory basis, the compensation of the
Company's Named Executive Officers as disclosed in this proxy
statement.
FOR
34
Conducting any other business properly brought before the Annual Meeting, including any adjournments or
postponements of the meeting.
Each of these items of business is more fully described in the proxy statement accompanying this notice.
Important Notice Regarding the Availability of Proxy Materials for the Virtual Stockholders' Meeting to Be Held on
Wednesday, May 14, 2025 at 1:00 p.m. Eastern Time.
The proxy statement and annual report to shareholders
are available at https://www.proxydocs.com/TENB.
By Order of the Board of Directors,
Michelle VonderHaar
Chief Legal Officer and Corporate Secretary
Columbia, MD
April 3, 2025
You are cordially invited to attend the virtual annual meeting. Whether or not you expect to attend the meeting,
please vote over the telephone or the Internet as instructed in these materials as promptly as possible in order to
ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the
virtual annual meeting. Please note, however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
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CONTENTS
Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
9
PROPOSAL 1 ELECTION OF DIRECTORS
16
Information Regarding the Board of Directors and Corporate Governance
22
Independence of the Board of Directors
22
Role of the Board in Risk Oversight
23
Meetings of the Board of Directors
23
Information Regarding Committees of the Board of Directors
24
Audit Committee
24
Compensation Committee
26
Nominating and Corporate Governance Committee
28
Cybersecurity Risk Management Committee
30
Stockholder Communications with the Board of Directors
30
Code of Ethics
31
Insider Trading Policy
31
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
32
Fees and Services
32
Pre-Approval Policies and Procedures
33
PROPOSAL 3 ADVISORY VOTE TO APPROVE THE NAMED EXECUTIVE OFFICER
COMPENSATION
34
Corporate Social Responsibility
35
Executive Officers
40
Security Ownership of Certain Beneficial Owners and Management
41
Executive Compensation
44
Executive Summary
44
Executive Compensation Philosophy and Objectives
47
Compensation Elements
49
Compensation-Setting Process
58
Employment Arrangements
61
Post-Employment Compensation
61
Other Compensation Policies
62
Tax and Accounting Considerations
62
Summary Compensation Table
63
Grants of Plan-Based Awards
64
Outstanding Equity Awards
66
Options Exercised and Stock Vested
68
Employment Agreements with Our Named Executive Officers
68
Potential Payments Upon Termination or Change in Control
70
CEO Pay Ratio
71
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release
of Material Nonpublic Information
73
Pay versus Performance
73
Director Compensation
77
Securities Authorized for Issuance Under Equity Compensation Plans
80
Transactions With Related Persons and Indemnification
82
Related-Person Transactions Policy and Procedures
82
Certain Related Person Transactions
82
Indemnification
83
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Householding of Proxy Materials
84
Other Matters
85
Appendix: Reconciliation of Non-GAAP Measures
86
Cautionary Note Regarding Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements regarding performance, events, developments or achievements that we
expect or anticipate will occur in the future, including statements expressing our general views about
future operating results and our corporate social responsibility and diversity and inclusion progress,
plans and goals, are forward-looking statements. The inclusion of environmental, diversity and social-
related statements is not an indication that these are material to investors or required to be disclosed
in our filings with the SEC. In addition, such statements may be based on standards for measuring
progress that are still developing, processes that continue to evolve and assumptions that are subject
to change in the future.
Forward-looking statements are subject to certain risks and uncertainties that could cause our actual
results to differ materially from historical experience and our present expectations or projections.
These risks and uncertainties include, but are not limited to, those described in Item 1A, Risk Factors,
in our Annual Report on Form 10-K for the year ended December 31, 2024 and those set forth in our
future filings with the SEC. We disclaim and do not undertake any obligation to update, revise, or
withdraw any forward-looking statements, whether as a result of new information, future events, or
otherwise, except as required by applicable law or regulation.
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To Our Stockholders,
From day one, our mission at Tenable has been clear: to create a more secure digital world. Today,
44,000 organizations globally, including government agencies, critical infrastructure providers, financial
institutions, hospitals, schools and more, trust Tenable to help them understand and reduce their cyber risk.
At the time of our IPO in 2018, Tenable outlined a bold vision. We predicted a much larger market
opportunity in a new category that we referred to as exposure management. We saw exposure
management as a natural evolution of the vulnerability management market in which Tenable has long
been a market leader. Exposure management would address the risks associated with rapid cloud
adoption, the rampant rise in identity compromises, and the explosion in OT, IoT, and unmanaged devices
across organizations.
Tenable continues to execute on this vision which is now widely adopted by customers and industry
analysts alike. Our customers increasingly see the need for exposure management: In an era of constant
cyber threats, organizations continue to turn to Tenable to help them get a comprehensive understanding of
their cyber exposures. As a result, Tenable remains a trusted partner helping organizations anticipate,
manage, and mitigate cyber risk before it becomes a crisis.
Our commitment to our customers and partners
Securing the digital world requires more than ambition: It demands innovation, precision and
execution. To that end, we aim to work in lock step with our customers, understanding their pain points,
concerns and objectives. Indeed, two of the most pressing challenges our customers face are securing the
cloud and gaining a holistic view of enterprise cyber risk. With Tenable’s cloud native application protection
platform (CNAPP) and our exposure management platform, Tenable One, our customers can tackle these
challenges with confidence.
With the acquisition of Vulcan we can now provide extensive data aggregation capabilities to help
customers consolidate their exposures across their security stack into a singular, prioritized view from
which they can mobilize and remediate. We believe this enables us to advance AI-driven exposure
management to transform how customers predict, prioritize and mitigate risk across the security stack.
Additionally, we are adding capabilities that allow CISOs and their security teams to act faster, more
efficiently, and resolve exposures across their security environments with greater precision. We are going
deeper with analytics and broader across the attack surface to bring visibility and context to today’s
complex digital landscape.
We believe the opportunity ahead for Tenable, its customers, partners and shareholders is significant.
We remain committed to the vision we laid out in 2018 and are executing on a strategy designed for value
creation.
Our commitment to our employees
As a company, we believe when we work together, we win together. We're more than just a team -
we're a collective force driven by a shared purpose to secure the digital world. We support our employees
with tuition reimbursement, mentorship programs, advanced certification options and more - because
tackling some of the most difficult cybersecurity challenges requires continuous growth. We also recognize
innovation and impact demand balance, which is why we continue to invest in total rewards packages that
include generous time off, an employee stock purchase plan, volunteer days and more. In 2024, we
introduced a full-service mental health benefit for employees and their families, with free therapy, coaching
and work-life services. Innovation is not limited to our products and we will continue to evolve our benefits
to support our people so they can focus on delivering results that exceed expectations.
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Our commitment to our stockholders
Our stockholders play a vital role in our success, and we are committed to fostering strong, transparent
relationships. We actively engage with this community both to ensure they are up to date on our latest
innovations and to understand their priorities and perspectives. In 2024, we met with a majority of our top
25 active investors, as well as over 100 firms in total, an achievement that puts us well above average for
midcap companies in investor engagement for the second year in a row. These conversations ensure we
keep a pulse on how our strategic decisions are impacting our critical stakeholders. They appreciated our
balanced growth approach and we will continue our tradition of outreach to ensure we maintain the trust we
have built with this base. In 2024, we delivered:
•
Calculated current billings of $969.5 million, an 11% increase year-over-year
•
Non-GAAP operating margin of 20%, a 500 basis point improvement year-over-year
•
Unlevered free cash flow of $237.8 million, a 36% increase year-over-year
Our goal in 2024 was to strengthen our position by investing in our future and we accomplished this by
continuing to innovate and focusing on optimizing our business. We made critical investments that we
believe position us to lead the exposure management market. Looking ahead to 2025, we expect to invest
in R&D and sales and marketing at an increased rate to position ourselves for success in the Exposure
Management market. We are also incredibly excited to be on track to deliver over one billion dollars in
calculated current billings this year.
Our commitment to corporate social responsibility
We take pride in the communities where we live and work — the people and places that drive our
success. This includes environmental stewardship and cultivating a rich culture. We track our scope 1 and
2 emissions, ensuring that we have a good understanding of our energy usage and carbon footprint. In
addition, our Green Initiatives group shares best practices for an environmentally conscious lifestyle. Our
employees are a great resource for Tenable to continue learning how we can help our environment.
In addition, we strive to be a place where all employees feel they belong. We recognize that an
inclusive culture fosters employee engagement, fuels innovation, and yields outstanding business results.
We focus on meaningful, sustained impact — ensuring that every individual has the support they need to
do their best work. As we continue this journey, we recognize that building an inclusive organization is not a
one-time initiative but an ongoing effort.
Looking ahead
While 2024 was successful on many levels, we are even more excited about 2025. We are making
strategic investments across the organization, executing on an ambitious roadmap, and working to expand
our leadership in exposure management and cloud security. Scaling to be a billion-dollar company is just
the beginning — this is a pivotal time for Tenable, and the future has never looked more exciting. We are
energized by the opportunities ahead and look forward to keeping our stakeholders informed as we reach
new heights.
Sincerely,
Stephen Vintz
Co-CEO and CFO
Refer to the Appendix for reconciliations of non-GAAP measures to comparable GAAP measures.
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Business Overview - 2024 Highlights
We are a leading provider of exposure management solutions. Exposure management is the
evolution of vulnerability management, advancing risk assessment and prioritization across the entire
attack surface - from IT infrastructure to cloud environments to critical infrastructure. Tenable unifies
security visibility, insight and action across this attack surface, equipping modern organizations to
expose and close the cybersecurity gaps that erode business value, reputation and trust.
Our 2024 business and financial highlights were as follows:
•
Acquired Eureka Security, Inc. ("Eureka"), a provider of data security posture management
(DSPM) for cloud environments, to provide a holistic view of an organization's cloud data
security footprint, to fight policy drift and misconfigurations, and to continuously improve their
security posture over time.
•
Released AI Aware, advanced detection capabilities designed to rapidly surface artificial
intelligence solutions, vulnerabilities and weaknesses.
•
Extended exposure management capabilities to cloud data and AI by adding new data
security posture management (DSPM) and artificial intelligence security posture management
(AI-SPM) capabilities for Tenable Cloud Security.
•
Launched Tenable One for OT/IoT Security, making Tenable One the first and only exposure
management platform to provide holistic visibility into assets across IT and operational
technology (OT) environments.
•
Received credit upgrades from Moody's and S&P. Moody's upgraded our corporate family
credit rating to Ba3 from B1 in April 2024; S&P upgraded our credit rating to BB- from B+ in
November 2023.
•
Awarded numerous industry and partner recognitions including: Ranked first in device
vulnerability management market share for the sixth consecutive year by IDC; awarded a
coveted five star rating for the Tenable Assure Partner Program by CRN and recognized as
the top performer in cloud security in the 2024 CRN Annual Report Card Awards.
•
Announced that our Board of Directors approved the repurchase of up to an additional $200
million of our common stock, increasing our stock repurchase program to $300 million in the
aggregate.
•
Revenue was $900 million, a 13% increase year-over-year.
•
Calculated current billings was $969.5 million, an 11% increase year-over-year.
•
GAAP loss from operations was $6.9 million, compared to $52.2 million in 2023.
•
Non-GAAP income from operations was $184.1 million, compared to $121.0 million in 2023.
•
GAAP net loss was $36.3 million, compared to $78.3 million in 2023.
•
GAAP net loss per share was $0.31, compared to $0.68 in 2023.
•
Non-GAAP net income was $158.6 million, compared to $97.2 million in 2023.
•
Non-GAAP diluted earnings per share was $1.29, compared to $0.80 in 2023.
•
Cash and cash equivalents and short-term investments were $577.2 million at December 31,
2024, compared to $474.0 million at December 31, 2023.
•
Net cash provided by operating activities was $217.5 million, compared to $149.9 million in
2023.
•
Unlevered free cash flow was $237.8 million, compared to $175.4 million in 2023.
•
Repurchased 2.3 million shares of our common stock for $100 million.
Refer to the Appendix for reconciliations of non-GAAP measures to comparable GAAP measures.
8

TENABLE HOLDINGS, INC.
6100 Merriweather Drive, 12th Floor
Columbia, Maryland 21044
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
May 14, 2025
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive a notice regarding the availability of proxy materials on the Internet?
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have
elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a
Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (the
"Board of Directors" or the "Board") of Tenable Holdings, Inc. (sometimes referred to as the
“Company” or “Tenable”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders,
including at any adjournments or postponements of the meeting. All stockholders will have the ability
to access the proxy materials on the website referred to in the Notice or request to receive a printed
set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to
request a printed copy may be found in the Notice.
We intend to mail the Notice on or about April 3, 2025 to all stockholders of record entitled to vote
at the Annual Meeting.
Will I receive any other proxy materials by mail?
We may, at our discretion, elect to send you a proxy card. We may also send you a second
Notice on or after April 14, 2025.
How do I attend the Annual Meeting?
The Annual Meeting will be a virtual stockholder meeting through which you can listen to the
meeting and vote online. The Annual Meeting can be accessed by visiting https://
www.proxydocs.com/TENB and entering your control number which is included in the proxy materials
mailed to you. Upon completing your registration, you will receive further instructions via email,
including a unique link that will allow you access to the Annual Meeting. We recommend that you log
in a few minutes before the Annual Meeting to ensure that you are logged in when the meeting starts.
Online check-in will begin at approximately 12:45 p.m. Eastern Time. Information on how to vote
online during the Annual Meeting is discussed below.
Stockholders attending the virtual meeting will be afforded the same rights and opportunities to
participate as they would at an in-person meeting; however, any questions will need to be submitted
in advance of the meeting. In accordance with the rules of conduct, we ask that you limit your
submission to one brief question or comment prior to the meeting that is relevant to the Annual
Meeting or our business and that such remarks are respectful of your fellow stockholders and meeting
participants.
9

Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on March 17, 2025 (the "Record Date") will
be entitled to vote at the Annual Meeting. On the Record Date, there were 120,191,047 shares of the
Company's common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on March 17, 2025 your shares were registered directly in your name with Tenable’s transfer
agent, Equiniti Trust Company, LLC, then you are a stockholder of record with respect to those shares
and the Notice was sent directly to you by the Company. As a stockholder of record, you may vote
online during the meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we
urge you to vote by proxy using a proxy card that you may request or that we may elect to deliver at a
later time or vote by proxy over the telephone or Internet as instructed below to ensure your vote is
counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on March 17, 2025 your shares were held, not in your name, but rather in an account at a
brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in
“street name” and the Notice is being forwarded to you by that organization. The organization holding
your account is considered to be the stockholder of record for purposes of voting at the Annual
Meeting. As a beneficial owner, you have the right to direct that organization on how to vote the
shares in your account. You will receive instructions from the organization that you must follow in
order to submit your voting instructions and have your shares voted at the Annual Meeting. You are
also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you
may not vote your shares online during the Annual Meeting unless you request and obtain a valid
proxy from the organization.
What am I voting on?
There are three matters scheduled for a vote:
•
Election of two directors (Proposal 1);
•
Ratification of selection by the Audit Committee of the Board of Directors of Ernst & Young
LLP as independent registered public accounting firm of the Company for the year ending
December 31, 2025 (Proposal 2); and
•
Advisory approval, on a non-binding basis, of the compensation of our Named Executive
Officers as disclosed in this proxy statement (Proposal 3).
What if another matter is properly brought before the meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the
Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the
persons named in the accompanying proxy to vote on those matters in accordance with their best
judgment.
How do I vote?
You may either vote “For” all the nominees to the Board of Directors or you may “Withhold” your
vote for any nominee you specify. For Proposals 2 and 3, you may vote “For” or “Against” or "Abstain"
from voting.
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Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote online during the Annual Meeting, vote by proxy
using a proxy card that you may request or that we may elect to deliver at a later time, vote by proxy
over the telephone or vote by proxy through the Internet. Whether or not you plan to attend the
meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the
meeting and vote online during the meeting even if you have already voted by proxy.
•
To vote online during the meeting, access the Annual Meeting by visiting
www.proxypush.com/TENB and entering your control number which is included in the proxy
materials mailed to you. Please have your Notice in hand when you access the website and
follow the instructions.
•
To vote using the proxy card, simply complete, sign and date the proxy card that may be
delivered and return it promptly in the envelope provided. If you return your signed proxy card
to us before the Annual Meeting, we will vote your shares as you direct.
•
To vote over the telephone, dial toll-free 866-230-6244 using a touch-tone phone and follow
the recorded instructions. You will be asked to provide the control number from the Notice. To
ensure your vote is counted, your telephone vote must be received either prior to the start of
the meeting or, if you are attending the meeting, before the polls close during the meeting.
•
To vote through the Internet, go to www.proxypush.com/TENB to complete an electronic
proxy card. You will be asked to provide the control number from the Notice. To ensure your
vote is counted, your Internet vote must be received either prior to the start of the meeting or,
if you are attending the meeting, before the polls close during the meeting.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent,
you should have received a Notice containing voting instructions from that organization rather than
from Tenable. Simply follow the voting instructions in the Notice to ensure that your vote is counted.
To vote online during the Annual Meeting, you must obtain a valid proxy from your broker, bank or
other agent. Follow the instructions from your broker, bank or other agent included with these proxy
materials, or contact that organization to request a proxy form.
Internet proxy voting will be provided to allow you to vote your shares online, with procedures
designed to ensure the authenticity and correctness of your proxy vote instructions. However,
please be aware that you must bear any costs associated with your Internet access, such as
usage charges from Internet access providers and telephone companies.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as
of March 17, 2025.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote
without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, by telephone,
through the Internet or online during the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections,
your shares will be voted, as applicable, “For” the election of all nominees for director, “For” the
ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2025,
11

and "For" the approval of, on a non-binding advisory basis, the compensation of our Named
Executive Officers. If any other matter is properly presented at the meeting, your proxy holder (one of
the individuals named on your proxy card) will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker or bank
with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker,
bank or other agent how to vote your shares, your broker, bank or other agent may still be able to
vote your shares in its discretion. In this regard, brokers, banks and other securities intermediaries
may use their discretion to vote your “uninstructed” shares with respect to matters considered to be
“routine” under applicable rules, but not with respect to “non-routine” matters. Proposals 1 and 3 are
considered to be “non-routine” under applicable rules, meaning that your broker may not vote your
shares on those proposals in the absence of your voting instructions. However, Proposal 2 is
considered to be “routine” under applicable rules, meaning that if you do not return voting instructions
to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal
2.
If you are a beneficial owner of shares held in street name, in order to ensure your shares
are voted in the way you would prefer, you must provide voting instructions to your broker,
bank or other agent by the deadline provided in the materials you receive from your broker,
bank or other agent.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our
directors and employees may also solicit proxies in person, by telephone or by other means of
communication. Directors and employees will not be paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in
different accounts. Please follow the voting instructions on the Notice to ensure that all of your shares
are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are
the record holder of your shares, you may revoke your proxy in any one of the following ways:
•
You may submit another properly completed proxy card with a later date.
•
You may grant a subsequent proxy by telephone or through the Internet.
•
You may send a timely written notice that you are revoking your proxy to Tenable Holdings,
Inc., Attention: Corporate Secretary at 6100 Merriweather Drive, 12th Floor, Columbia,
Maryland 21044.
•
You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will
not, by itself, revoke your proxy.
12

Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions
provided by your broker, bank or other agent.
When are stockholder proposals and director nominations due for next year’s Annual
Meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in
writing by December 4, 2025, to 6100 Merriweather Drive, 12th Floor, Columbia, Maryland 21044. If
you wish to nominate an individual for election at, or bring business other than through a stockholder
proposal before, the 2026 Annual Meeting of Stockholders, you must deliver your notice to our
Corporate Secretary at the address above between January 14, 2026 and February 13, 2026. Your
notice to the Corporate Secretary must set forth information specified in our bylaws, including your
name and address and the class and number of shares of our stock that you beneficially own. In
addition to satisfying the foregoing requirements under Tenable's bylaws, to comply with the universal
proxy rules, stockholders who intend to solicit proxies in support of director nominees other than
Tenable's nominees must provide notice that sets forth the information required by Rule 14a-19(b)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
If you propose to bring business before an annual meeting of stockholders other than a director
nomination, your notice must also include, as to each matter proposed, the following: (1) a brief
description of the business desired to be brought before such annual meeting, (2) the text of the
proposal or business (including the text of any resolutions proposed for consideration and in the event
that such business includes a proposal to amend the bylaws, the language of the proposed
amendment), (3) the reasons for conducting that business at the annual meeting, and (4) any material
interest you have in that business. If you propose to nominate an individual for election as a director,
your notice must also include, as to each person you propose to nominate for election as a director,
the following: (1) the name, age, business address and residence address of the person, (2) the
principal occupation or employment of the person, (3) the class and number of shares of our stock
that are owned of record and beneficially owned by the person, (4) the date or dates on which the
shares were acquired and the investment intent of the acquisition; (5) a questionnaire with respect to
the background, qualifications, stock ownership and independence of the person and a written
representation or agreement that the person is not and will not become a party to any voting
commitment, and (6) any other information concerning the person as would be required to be
disclosed in a proxy statement soliciting proxies for the election of that person as a director in an
election contest (even if an election contest is not involved and whether or not proxies are being or
will be solicited), or that is otherwise required to be disclosed or provided to the Company pursuant to
Section 14 of the Exchange Act, and the rules and regulations promulgated under the Exchange Act,
including the person's written consent to being named in a proxy statement, associated proxy card
and other filings as a nominee and to serving as a director if elected. We may require any proposed
nominee to furnish other information as we may reasonably require to determine the eligibility of the
proposed nominee to serve as an independent director or that could be material to a reasonable
stockholder's understanding of the independence, or lack of independence, of the proposed nominee.
For more information, and more detailed requirements about advance notice of stockholder
proposals and director nominations, please refer to our Second Amended and Restated Bylaws, filed
as Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-38600), filed with the SEC on
November 15, 2023.
13

How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately
count, for Proposal 1, the proposal to elect directors, votes “For,” “Withhold” and broker non-votes
(described below); for Proposal 2, the proposal to ratify our independent auditors, votes “For,”
“Against” and “Abstain”; and, for Proposal 3, the proposal to approve, on a non-binding advisory
basis, the compensation of our Named Executive Officers, ”For," "Against" and “Abstain” and
broker non-votes. If you “Abstain,” it will be counted towards the vote total for Proposals 2 and 3. For
Proposals 2 and 3, it will have the same effect as “Against” votes. Broker non-votes on Proposals 1
and 3 will have no effect and will not be counted toward the vote total for those proposals. We do not
expect broker non-votes on Proposal 2.
What are “broker non-votes”?
A "broker non-vote" occurs when your broker submits a proxy for the meeting with respect to
"routine" matters but does not vote on "non-routine" matters because you did not provide voting
instructions on such "non-routine" matters. These un-voted shares with respect to the "non-routine
matters" are counted as “broker non-votes.” Proposals 1 and 3 are considered to be “non-routine”
under applicable rules, and we therefore expect broker non-votes on these proposals. However, as
Proposal 2 is considered “routine” under applicable rules, we do not expect broker non-votes on this
proposal.
As a reminder, if you are a beneficial owner of shares held in street name, in order to
ensure your shares are voted in the way you would prefer, you must provide voting
instructions to your broker, bank or other agent by the deadline provided in the materials you
receive from your broker, bank or other agent.
How many votes are needed to approve each proposal?
For Proposal 1, the election of directors, the two nominees receiving the most “For” votes from
the holders of shares present online at the meeting or represented by proxy and entitled to vote on
the election of directors will be elected. Only votes “For” will affect the outcome. Broker non-votes will
have no effect.
To be approved, Proposal 2, ratification of the selection of Ernst & Young LLP as the Company’s
independent registered public accounting firm for 2025, must receive “For” votes from the holders of a
majority of shares present online at the meeting or represented by proxy and entitled to vote on the
matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Since brokers
have the authority to vote on your behalf with respect to Proposal 2, we do not expect broker non-
votes on this proposal.
For Proposal 3, advisory approval of the compensation of our Named Executive Officers will be
considered to be approved if it receives "For" votes from the holders of a majority of the shares
present online at the meeting or represented by proxy and entitled to vote thereon to be approved. If
you “Abstain” from voting, it will have the same effect as an “Against” vote on this proposal. Broker
non-votes will have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if
stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote
are present online at the meeting or represented by proxy. On the Record Date, there were
14

120,191,047 shares outstanding and entitled to vote. Thus, the holders of 60,095,524 shares must be
present online at the meeting or represented by proxy at the meeting to have a quorum.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no
quorum, the chairperson of the meeting or the holders of a majority of shares present online at the
meeting or represented by proxy may adjourn the meeting to another date.
Will a list of record stockholders as of the Record Date be available?
Upon request, a list of our record stockholders as of the close of business on the Record Date will
be made available to stockholders. In addition, for the ten days ending the day prior to the Annual
Meeting, the list will be available upon request for examination by any stockholder of record for a
legally valid purpose. To access the list of record stockholders beginning May 4, 2025 and until the
Annual Meeting, stockholders should email David Bartholomew, Deputy General Counsel, at
dbartholomew@tenable.com.
How do I ask a question at the Annual Meeting?
Only stockholders of record as of March 17, 2025 may submit questions or comments in advance
of the virtual stockholders meeting, not during. If you would like to submit a question or comment, you
may do so prior to 5:00 p.m. Eastern Time on May 13, 2025 by following the instructions in your
registration documents on https://www.proxydocs.com/TENB.
To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders
in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in
prior to the start of the Annual Meeting. Our management may group pre-submitted questions by topic
with a representative question read aloud and answered. In addition, questions may be ruled out of
order if they are, among other things, irrelevant to our business, related to pending or threatened
litigation, disorderly, repetitious of statements already made, or in furtherance of the speaker's own
personal, political or business interests. Questions will be addressed in the "Question and Answer"
portion of the Annual Meeting.
What do I do if I have technical difficulties in connection with the Annual Meeting?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time,
please call the technical support number that will be posted on the Annual Meeting login page.
Technical support will be available beginning at approximately 12:00 p.m. Eastern Time on May 14,
2025.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results
will be published in a current report on Form 8-K, which we expect to file within four business days
after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within
four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and,
within four business days after the final results are known to us, file an additional Form 8-K to publish
the final results.
15

PROPOSAL 1
ELECTION OF DIRECTORS
Tenable’s Board of Directors is divided into three classes and each class has a three-year term.
Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A
director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the
number of directors, shall serve for the remainder of the full term of that class and until the director’s
successor is duly elected and qualified.
The Board of Directors currently consists of eight members. There are two directors in the class whose
term of office expires in 2025. Mses. Higgins and Howe were previously elected by the stockholders. If
elected at the Annual Meeting, each of these nominees would serve until the 2028 Annual Meeting of
Stockholders and until their successor has been duly elected and qualified, or, if sooner, until the director’s
death, resignation or removal. It is the Company’s policy to invite and encourage directors and nominees for
director to attend each annual meeting of stockholders. In 2024, all of our then-serving directors attended the
Annual Meeting.
Directors are elected by a plurality of the votes of the holders of shares present online at the meeting or
represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees
receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies
will be voted, if authority to do so is not withheld, for the election of the two nominees named below. If any
nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have
been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the
Board. Each person nominated for election has agreed to serve if elected. The Company’s management has
no reason to believe that any nominee will be unable to serve.
16

The following table lists the skills and experience that our Nominating and Corporate Governance
Committee and Board consider important for our directors to have given our current business and future
market opportunities and the directors who we believe possess them:
Coviello
Higgins
Howe
Huffard
Keane
Seawell
Tosheff
Vicks
Cybersecurity Experience
✔
✔
✔
✔
✔
Enterprise SaaS Experience
✔
✔
✔
✔
✔
✔
CEO/COO Management
Experience
✔
✔
✔
✔
Operations Experience
✔
✔
✔
✔
✔
✔
Business Development
Experience
✔
✔
✔
✔
Moving Innovation Through
to Commercialization
✔
✔
✔
✔
Relationships with the DoD
and/or other Relevant
Agencies
✔
✔
✔
✔
Capital Markets Experience
✔
✔
✔
✔
Financial Reporting,
Accounting and Internal
Controls Experience
✔
✔
✔
✔
✔
✔
✔
Board/Corporate
Governance Experience
✔
✔
✔
✔
✔
✔
✔
Human Resources/Executive
Compensation
✔
✔
✔
Legal and/or Risk
Management Experience
✔
✔
✔
✔
✔
✔
✔
✔
17

CLASS I NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL
MEETING
The following is a brief biography of each nominee for director and a discussion of the specific
experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate
Governance Committee of the Board of Directors to recommend that person as a nominee for director, as of
the date of this proxy statement.
The Nominating and Corporate Governance Committee seeks to assemble a board of directors that, as
a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and
high-level management experience necessary to oversee and direct the Company’s business. To that end,
the Committee has identified and evaluated nominees in the broader context of the Board’s overall
composition, with the goal of recruiting members who complement and strengthen the skills of other
members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the
Committee views as critical to the effective functioning of the Board. To provide a mix of experience and
perspective on the Board, the Committee also takes into account age, skills, talent, expertise, background,
differences in viewpoints and such other factors as it deems appropriate, including diversity (including
gender, racial, and ethnic diversity). Three of our eight directors are women and one of our eight directors
identifies as being racially or ethnically diverse. The brief biographies below include information, as of the
date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or
skills of each director or nominee that led the Committee to believe that that nominee should continue to
serve on the Board.
18

Niloofar Razi Howe, age 56
Niloofar Razi Howe has served as a member of our Board of Directors since
May 2021. Ms. Howe has been the President of the Stratham Group, an
alternative asset management firm since January 2025 and an Operating
Partner of Capitol Meridian Partners, a private investment firm, since June
2022. Ms. Howe served as a Senior Operating Partner at Energy Impact
Partners, a venture capital fund from May 2019 to January 2024. Ms. Howe
served on the board of directors of Composecure, Inc. from December 2021 to
October 2024 and currently serves on the board of directors of a number of
private technology companies. Ms. Howe received a B.A. in English Literature
from Columbia College and holds a Juris Doctor degree from Harvard Law
School. Our Board of Directors believes that Ms. Howe is qualified as a director
based on her extensive cybersecurity and management experience and her
experience as a director of technology companies.
Linda Zecher Higgins, age 71
Linda Zecher Higgins has served as a member of our Board of Directors since
August 2019. Ms. Higgins is the Chief Executive Officer and Managing Director
of Cyber Knowledge Partners (formerly the Barkley Group), a consulting firm
focused on effective digital transformation, and has held such position since
January 2017. In July 2023, Ms. Higgins was hired as the Chief Executive
Officer of IronNet, Inc., a cybersecurity company ("IronNet"), to assist in its
restructuring efforts. In October 2023, IronNet filed a voluntary Chapter 11
restructuring plan with the U.S. Bankruptcy Court for the District of Delaware,
which was completed in February 2024. Ms. Higgins departed IronNet in May
2024. Ms. Higgins served as a member of the board of directors of Hasbro, Inc.
from October 2014 to May 2024 and C5 Acquisition Corp from January 2022 to
October 2023. Ms. Higgins received a B.S. in Earth Science from The Ohio
State University. Our Board of Directors believes that Ms. Higgins is qualified to
serve as a director based on her extensive management experience with
technology companies and her experience as a director of public companies.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
19

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
John C. Huffard, Jr., age 57
John C. Huffard, Jr. has served as a member of our Board of Directors since
2002. Mr. Huffard served as our Chief Operating Officer from May 2018 through
December 2019. Prior to that, he served as our President and Chief Operating
Officer from November 2008 to May 2018, and he co-founded our company in
2002. Mr. Huffard has also served as a member of the board of directors of
Norfolk Southern Corporation since February 2020. Mr. Huffard received a
B.S.B.A. from Washington and Lee University and an M.B.A. from Babson
College. Our Board of Directors believes that Mr. Huffard is qualified to serve as
a director based on his in-depth knowledge of our company and our products
due to his role as our co-founder and subsequent role as our Chief Operating
Officer.
A. Brooke Seawell, age 77
A. Brooke Seawell has served as a member of our Board of Directors since
October 2017. Mr. Seawell is a Venture Partner at New Enterprise Associates
Inc., a position he has held since January 2005. Mr. Seawell has served on the
board of directors of NVIDIA Corporation, an accelerated computing company,
since December 1997. He previously served on the board of directors of Eargo,
Inc., a medical device company, from September 2020 to December 2022, and
Tableau Software, Inc., a business intelligence software company, from
November 2011 to August 2019. Mr. Seawell received both a B.A. in Economics
and an M.B.A. in Finance from Stanford University. Our Board of Directors
believes that Mr. Seawell is qualified to serve as a director based on his
extensive experience in technology finance and operations, including having
served as the chief financial officer of two public companies and his experience
as a director of public technology companies.
Raymond Vicks, Jr., age 65
Raymond Vicks, Jr. has served as a member of our Board of Directors since
January 2022. Mr. Vicks has served on the Board of Directors of Bowman
Consulting Group Ltd since May 2022. Mr. Vicks previously served as Managing
Partner at the BMV Group, a position he held from August 2015 until his
retirement in 2019. Concurrent with that role, Mr. Vicks also served as the Chief
Financial Officer of the HSC Health Care System from 2015 to 2018. Prior to
that, Mr. Vicks served in roles of increasing responsibility at
PricewaterhouseCoopers LLP from 1995 to 2014, where at the time of his
departure, he was a Partner. Mr. Vicks is a Certified Public Accountant and
received a B.S. in accounting from Virginia Tech. Our Board of Directors
believes that Mr. Vicks is qualified to serve as a director based on his extensive
public accounting and management experience.
20

DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
Arthur W. Coviello, Jr., age 71
Arthur W. Coviello, Jr. has served as a member of our Board of Directors since
February 2018, including as our Chair since January 2025 and as our Lead
Independent Director from February 2022 to January 2025. Mr. Coviello has
served as Managing Partner of Syn Ventures, a venture capital fund, since June
2021. Mr. Coviello has served on the Board of Directors of Synchrony Financial
("Synchrony") since November 2015. Mr. Coviello was previously a venture
partner at Rally Ventures, LLC, a position he held from May 2015 to July 2022,
and previously was on the boards of directors of FireEye/Mandiant, Inc. from
December 2020 to October 2022, and Epiphany Technology Acquisition Corp.
from November 2020 to January 2023. Mr. Coviello received a B.B.A. with a
concentration in Accounting from the University of Massachusetts. Our Board of
Directors believes that Mr. Coviello is qualified to serve as a director based on
his extensive security industry and management experience and his experience
as a director of public technology companies.
George Alexander Tosheff, age 58
George Alexander Tosheff has served as a member of our Board of Directors
since September 2022. Mr. Tosheff has served as a Venture Partner of Syn
Ventures, a venture capital fund, since January 2025. Mr. Tosheff served as
Senior Vice President, Chief Security Officer of VMware, Inc. (recently acquired
by Broadcom) from February 2022 to April 2024, following his promotion from
Vice President, Chief Security Officer, a position he held since 2014. Mr. Tosheff
served as a member of our Customer Advisory Board from 2017 until
September 2022. Mr. Tosheff received a B.S. in Physics from California State
University. Our Board of Directors believes that Mr. Tosheff is qualified to serve
as a director based on his extensive cybersecurity expertise and management
experience.
Margaret Keane, age 65
Margaret Keane has served as a member of our Board of Directors since June
2023. Ms. Keane serves on the board of directors for the Allstate Corporation,
an insurance company, a position she has held since April 2018. Ms. Keane is
the former Executive Chair of the Board of Directors of Synchrony, a position
she held from April 2021 to April 2023. Ms. Keane was a member of
Synchrony's board of directors from 2013 to April 2023. Ms. Keane served as
Synchrony’s Chief Executive Officer from February 2014 to March 2021 and
President from February 2014 to May 2019. She previously served as the Chief
Executive Officer and President of the North American retail finance business of
the General Electric Company from April 2011 to February 2014. Ms. Keane
earned a bachelor’s degree in government and politics and an M.B.A. from St.
John’s University. Our Board of Directors believes that Ms. Keane is qualified to
serve as a director based on her extensive management experience.
21

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of the Board of Directors
As required under the Nasdaq Stock Market (“Nasdaq”) listing standards, a majority of the
members of a listed company’s Board of Directors must qualify as “independent,” as affirmatively
determined by the Board of Directors. The Board consults with the Company’s counsel to ensure that
the Board’s determinations are consistent with relevant securities and other laws and regulations
regarding the definition of “independent,” including those set forth in pertinent listing standards of
Nasdaq, as in effect from time to time.
Our Board determines the independence of each director based on their business and personal
activities that might affect us and our management. Each director completes a detailed questionnaire
on an annual basis that provides information about relationships that might affect their independence.
The Board, with support from our counsel, then evaluates all known relevant facts and circumstances
concerning any identified relationship and assesses whether any such relationship would interfere
with the independent judgment of the director in carrying out their responsibilities. Consistent with
these considerations, after review of all relevant identified transactions or relationships between each
director, or any of their family members, and the Company, its senior management and its
independent registered public accounting firm, the Board has affirmatively determined that all of our
current directors are independent directors within the meaning of the applicable Nasdaq listing
standards. In making this determination, the Board found that none of our directors or nominees for
director had a material or other disqualifying relationship with the Company. Amit Yoran was not
independent within the meaning of the applicable Nasdaq listing standards during his time on our
Board prior to his passing in January 2025 due to his role as the Company's Chief Executive Officer.
Board Leadership Structure
The Board does not have a fixed policy regarding the combination or separation of the positions
of Board Chair and Chief Executive Officer. The Board believes that it should maintain the flexibility to
combine or separate these offices in the future if deemed to be in the best interest of the Company.
The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all
approach to corporate governance, with a mandated independent Chair, would not result in better
governance or oversight.
Our Board of Directors was chaired by Mr. Yoran, our former Chief Executive Officer until his
passing in January 2025. The Board is currently chaired by Mr. Coviello, who is an independent, non-
employee director. The Board believes Mr. Coviello's experience, breadth of knowledge and
contributions to the Board position him well to provide strong leadership and oversight of ongoing
Board matters and to contribute valuable insight with respect to Tenable's business. The Board
believes that Mr. Coviello is highly qualified to assist the Board in overseeing the identification,
assessment and management of the Company's exposure to various risks as a result of his extensive
management and security experience.
Mr. Coviello's responsibility is to ensure that our Board functions properly and to work with our co-
CEOs to set the Board's agenda. Accordingly, he has substantial ability to shape the work of the
Board. We expect him to facilitate communications among our directors and between the Board and
senior management. While Mr. Coviello provides independent leadership, he also works closely with
our co-CEOs to ensure that our directors receive the information they need to perform their
responsibilities, including discussing and providing critical review of the matters that come before the
Board and assessing management's performance. As a result, the Board currently believes that such
separation can enhance the effectiveness of our Board as a whole. The Board believes that the
22

leadership structure of our Board is appropriate and enhances its ability to effectively carry out its
roles and responsibilities on behalf of our stockholders.
Prior to December 2024, the positions of Board Chair and Chief Executive Officer were combined
and held by Mr. Yoran. During that time, Mr. Coviello served as the Board's lead independent director
in order to help reinforce the independence of the Board as a whole and serve as an effective balance
to Mr. Yoran's leadership.
Role of the Board in Risk Oversight
One of the Board’s key functions is informed oversight of Tenable’s risk management process.
The Board does not have a standing risk management committee, but rather administers this
oversight function directly through the Board as a whole, as well as through various Board standing
committees that address risks inherent in their respective areas of oversight. In particular, our Board
is responsible for monitoring and assessing strategic risk exposure, including determining the nature
and level of risk appropriate for the Company.
Our Audit Committee has the responsibility to consider and discuss our major financial risk
exposures and the steps our management has taken to monitor and control these exposures,
including risks pertaining to financial accounting, investments and cash management, and disclosure
controls and procedures. The Audit Committee also monitors compliance with legal and regulatory
requirements and oversees the performance of our internal audit function and the performance and
independence of external auditors.
Our Nominating and Corporate Governance Committee monitors the effectiveness of our
corporate governance guidelines, including as it relates to regulatory changes and other
developments. The Nominating and Corporate Governance Committee also oversees our
environmental, social and governance programs, stockholder engagement, and board and committee
composition and refreshment.
Our Compensation Committee assesses and monitors whether any of our compensation policies
and programs has the potential to encourage excessive risk-taking, and risks associated with human
capital management, including recruiting, retention, diversity and inclusion.
Our Cybersecurity Risk Management Committee assists the Board in fulfilling its oversight
responsibility with respect to the management of risks related to our information technology use and
protection, cybersecurity, and product security.
Typically, the entire Board meets with members of management responsible for risk management
at least annually, and the applicable Board committees meet at least annually with the employees
responsible for risk management in the committees’ respective areas of oversight. Both the Board as
a whole and the various standing committees receive periodic reports from members of management
responsible for risk management, as well as incidental reports as matters may arise. It is the
responsibility of the committee chairs to report findings regarding material risk exposures to the Board
as quickly as possible.
Meetings of the Board of Directors
The Board of Directors met eleven times during 2024. All directors attended at least 75% of the
aggregate number of meetings of the Board and of each of the committees on which they served,
held during the portion of the last year for which they were directors or committee members,
respectively.
23

Information Regarding Committees of the Board of Directors
The Board has four committees: an Audit Committee, a Compensation Committee, a
Cybersecurity Risk Management Committee, and a Nominating and Corporate Governance
Committee. The following table provides the current membership of each of the Board committees,
and identifies the chairperson of each committee and the number of committee meetings held in
2024:
Name
Audit
Compensation
Cybersecurity
Risk
Management
Nominating and
Corporate
Governance
Arthur W. Coviello, Jr.
X*
Margaret Keane
X
X
Linda Zecher Higgins
X*
X
Niloofar Razi Howe
X
X
John C. Huffard, Jr.
X
X*
A. Brooke Seawell
X*
George Alexander Tosheff
X
X
Raymond Vicks, Jr.
X
Total meetings in 2024
9
4
4
4
_____________
*
Committee Chairperson
Below is a description of each committee of the Board of Directors. Each of the committees has
the authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry
out its responsibilities. The Board of Directors has determined that each member of each committee
meets the applicable Nasdaq rules and regulations regarding “independence” and each member is
free of any relationship that would impair their individual exercise of independent judgment with
regard to the Company.
Audit Committee
The Audit Committee of the Board of Directors was established by the Board in accordance with
Section 3(a)(58)(A) of the Exchange Act to oversee the Company’s corporate accounting and
financial reporting processes and audits of its financial statements. For this purpose, the Audit
Committee performs several functions. The principal duties and responsibilities of our audit committee
include, among other things:
•
selecting a qualified firm to serve as the independent registered public accounting firm to
audit our financial statements;
•
approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to
be performed by the independent registered public accounting firm;
•
helping to ensure the independence and performance of the independent registered public
accounting firm;
•
obtaining and reviewing a report by the independent registered public accounting firm at least
annually, that describes its internal quality-control procedures, any material issues with such
procedures, and any steps taken to deal with such issues when required by applicable law;
•
discussing the scope and results of the audit with the independent registered public
accounting firm, and reviewing, with management and the independent registered public
accounting firm, our interim and year-end operating results, including a review of our
24

disclosures under "Management's Discussion and Analysis of Financial Condition and
Results of Operations";
•
reviewing our policies on risk assessment and risk management;
•
overseeing the organization and performance of the Company's internal audit function;
•
developing procedures for employees to submit concerns anonymously about questionable
accounting or audit matters;
•
reviewing related party transactions;
•
reviewing the Company's investment philosophy and policies and adherence thereto; and
•
meeting in executive session with management, internal audit, and the Company's
independent registered public accountants.
The Audit Committee is currently composed of four directors: Messrs. Seawell, Huffard, Tosheff,
and Vicks. The Audit Committee met nine times during 2024. The Board has adopted a written Audit
Committee charter that is available to stockholders on our website at www.investors.tenable.com.
The Board of Directors reviews the Nasdaq listing standards definition of independence for Audit
Committee members on an annual basis and has determined that all of the current members of the
Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2)(A)(i) and
(ii) of the Nasdaq listing rules and under Rule 10A-3 under the Exchange Act).
The Board of Directors has also determined that Messrs. Seawell and Vicks each qualify as an
“audit committee financial expert,” as defined in applicable SEC rules. The Board made a qualitative
assessment of Messrs. Seawell's and Vicks' level of knowledge and experience based on a number
of factors, including their formal education, Mr. Seawell's experience as a chief financial officer of
public reporting companies and Mr. Vicks' public accounting experience.
Report of the Audit Committee of the Board of Directors*
The Audit Committee has reviewed and discussed the audited financial statements for the year
ended December 31, 2024 with management of the Company. The Audit Committee has discussed
with the independent registered public accounting firm the matters required to be discussed by the
applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and SEC.
The Audit Committee has also received the written disclosures and the letter from the independent
registered public accounting firm required by applicable requirements of the PCAOB regarding the
independent registered public accounting firm's communications with the audit committee concerning
independence, and has discussed with the independent registered public accounting firm the
accounting firm’s independence. Based on the foregoing, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2024.
A. Brooke Seawell, Chair
John C. Huffard, Jr.
George Alexander Tosheff
Raymond Vicks, Jr.
*The material in this report is not "soliciting material," is not deemed "filed" with the Commission
and is not to be incorporated by reference in any filing of the Company under the Securities Act or the
Exchange Act, whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
25

Compensation Committee
The Compensation Committee of the Board of Directors acts on behalf of the Board to review,
modify and oversee the Company’s compensation strategy, policies, plans and programs, including:
•
establishment of corporate and individual performance objectives relevant to the
compensation of our executive officers, directors and other senior management and
evaluation of performance in light of these stated objectives;
•
review and approve the compensation and other terms of employment or service, including
severance and change-in-control arrangements, of our Chief Executive Officer, the other
executive officers and other senior management;
•
review and recommend to the Board for approval the type and amount of compensation to be
paid or awarded to our directors;
•
administration of our equity compensation plans, bonus plans, benefit plans and other similar
plans and programs;
•
provide recommendations to the Board on compensation-related proposals to be considered
at the Company's annual meeting to stockholders, and consider the results of any advisory
vote on executive compensation;
•
oversee the Company's clawback or similar policies; and
•
review and approve the list of companies to be included in the Company's compensation peer
group.
The Compensation Committee is currently composed of three directors: Mses. Higgins, Howe,
and Keane. All members of the Company’s Compensation Committee are independent (as
independence is currently defined in Rule 5605(d)(2) of the Nasdaq listing rules). The Compensation
Committee met four times during 2024. The Board has adopted a written Compensation Committee
charter that is available to stockholders on our website at www.investors.tenable.com.
Compensation Committee Processes and Procedures
Typically, the Compensation Committee meets quarterly and with greater frequency when
necessary. The agenda for each meeting is usually developed by the Chair of the Compensation
Committee, and for 2024, in consultation with our Chief Executive Officer, Chief People and Culture
Officer and Compensia, Inc. ("Compensia"), the compensation consultant engaged by the
Compensation Committee. The Compensation Committee meets regularly in executive session. In
addition to our Chief Executive Officer, our Chief Financial Officer, Chief People Officer and Deputy
General Counsel also regularly attend meetings at the invitation of the Compensation Committee and
take part in discussions about executive compensation. From time to time, various members of
management and other employees, as well as outside advisors or consultants, may be invited by the
Compensation Committee to make presentations, to provide financial or other background information
or advice or to otherwise participate in Compensation Committee meetings. In 2024, our Chief
Executive Officer did not participate in, and was not present during, any deliberations or
determinations of the Compensation Committee regarding his compensation or individual
performance objectives. The charter of the Compensation Committee grants the Compensation
Committee full access to all books, records, facilities and personnel of the Company. In addition,
under its charter, the Compensation Committee has the authority to obtain, at the expense of the
Company, advice and assistance from compensation consultants and internal and external legal,
accounting or other advisors and other external resources that the Compensation Committee
considers necessary or appropriate in the performance of its duties. The Compensation Committee
has direct responsibility for the oversight of the work of any consultants or advisers engaged for the
purpose of advising the Committee. In particular, the Compensation Committee has the sole authority
26

to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and
director compensation, including the authority to approve the consultant’s reasonable fees and other
retention terms. Under the charter, the Compensation Committee may select, or receive advice from,
a compensation consultant, legal counsel or other adviser to the compensation committee, other than
in-house legal counsel and certain other types of advisers, only after taking into consideration six
factors prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however,
there is no requirement that any adviser be independent.
During the past calendar year, after taking into consideration the six factors prescribed by the
SEC and Nasdaq described above, the Compensation Committee retained Compensia as its
compensation consultant. Our Compensation Committee identified Compensia based on
Compensia's general reputation in the industry. As part of its engagement, Compensia was requested
by the Compensation Committee to review and update the group of companies that we use for
comparative purposes and to perform an analysis of competitive performance and compensation
levels for that group. The specific determinations of the Compensation Committee with respect to
executive compensation for the year ended December 31, 2024, as well as the role of the
compensation consultant in assisting with those determinations, are described in greater detail in the
“Compensation Discussion and Analysis” section of this proxy statement.
Under its charter, the Compensation Committee may form and delegate authority to
subcommittees as appropriate. In 2024, the Compensation Committee delegated authority to Mr.
Yoran, in his capacity as our Chief Executive Officer and Chairman, to grant, without any further
action required by the Compensation Committee, stock awards to certain employees who are not his
direct reports or officers of the Company, up to and including employees at the senior vice president
level. In connection with his appointment as Co-Chief Executive Officer, in December 2024, the Board
authorized Mr. Vintz to grant stock awards pursuant to the previously delegated authority to Mr. Yoran.
The purpose of this delegation of authority is to enhance the flexibility of equity award administration
within the Company and to facilitate the timely grant of stock awards to employees, particularly new
employees and promoted employees, within specified limits approved by the Compensation
Committee. The number of shares underlying awards approved by the CEO for on-hire, annual,
promotion, and retention-and-merit-based awards, are subject to certain limitations and guidelines
approved by the Compensation Committee from time to time. As part of its oversight function, the
Compensation Committee reviews on a quarterly basis the list of grants made by the CEO. The
Compensation Committee reviews the delegated authority periodically and amends it as necessary.
During 2024, Mr. Yoran exercised his authority to grant a total of 2,866,346 restricted stock units
("RSUs") to qualifying employees. No other equity awards were granted pursuant to the delegated
authority during 2024.
The Compensation Committee typically makes adjustments to annual compensation, approves
changes to the key financial metric targets and formulas used to determine annual bonus payments,
approves additional equity awards and establishes new performance objectives at one or more
meetings held during the first quarter of the year. However, the Compensation Committee also
considers matters related to individual compensation, such as compensation for new executive hires,
as well as high-level strategic issues, such as the alignment of the Company’s compensation strategy
with its business strategy, potential modifications to enhance this alignment and new trends, plans or
approaches to compensation, at various meetings throughout the year. Generally, the Compensation
Committee’s process comprises two related elements: the determination of compensation levels and
the establishment of performance objectives for the current year. In 2024, for executives other than
the Chief Executive Officer, the Compensation Committee solicits and considers evaluations and
recommendations submitted to the Committee by our Chief Executive Officer. In 2024, in the case of
our Chief Executive Officer, the evaluation of his performance is conducted by the Compensation
Committee, which determines any adjustments to his compensation as well as awards to be granted.
27

For all executives and directors as part of its deliberations, the Compensation Committee may review
and consider, as appropriate, materials such as financial reports and projections, operational data, tax
and accounting information, tally sheets that set forth the total compensation that may become
payable to executives in various hypothetical scenarios, executive and director stock ownership
information, company stock performance data, analyses of historical executive compensation levels
and current company-wide compensation levels and recommendations of the Compensation
Committee’s compensation consultant, including analyses of executive and director compensation
paid at other companies identified by the consultant.
Compensation Committee Interlocks and Insider Participation
None of the current members of our Compensation Committee has ever been an executive officer
or employee of ours. None of our executive officers currently serves, or has served during the last
completed year, on the compensation committee or board of directors of any other entity that has one
or more executive officers serving as a member of our Board of Directors or Compensation
Committee.
Report of the Compensation Committee of the Board of Directors*
The Compensation Committee has reviewed and discussed with management the Compensation
Discussion and Analysis (“CD&A”) contained in this proxy statement. Based on this review and
discussion, the Compensation Committee has recommended to the Board of Directors that the CD&A
be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K
for the year ended December 31, 2024.
Linda Zecher Higgins, Chair
Niloofar Razi Howe
Margaret Keane
*The material in this report is not “soliciting material,” is furnished to, but not deemed “filed” with,
the Commission, and is not deemed to be incorporated by reference in any filing of the Company
under the Securities Act or the Exchange Act, other than the Company’s Annual Report on Form
10-K, where it shall be deemed to be “furnished,” whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of the Board of Directors is responsible
for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent
with criteria approved by the Board), reviewing and evaluating incumbent directors, recommending to
the Board for selection candidates for election to the Board of Directors, making recommendations to
the Board regarding the membership of the committees of the Board, assessing the performance of
management and the Board, developing a set of corporate governance principles for the Company
and overseeing the Company's corporate environmental, social and governance programs and
policies.
The Nominating and Corporate Governance Committee is currently composed of three directors:
Mr. Coviello and Mses. Higgins and Howe. All members of the Nominating and Corporate
Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of
the Nasdaq listing rules). The Nominating and Corporate Governance Committee met four times
during 2024. The Board has adopted a written Nominating and Corporate Governance Committee
charter that is available to stockholders on our website at www.investors.tenable.com.
28

The Nominating and Corporate Governance Committee believes that candidates for director
should have certain minimum qualifications, including the ability to read and understand basic
financial statements and having the highest personal integrity and ethics. The Nominating and
Corporate Governance Committee also intends to consider such factors as possessing relevant
expertise upon which to be able to offer advice and guidance to management, having sufficient time
to devote to the affairs of the Company, demonstrated excellence in their field, having the ability to
exercise sound business judgment and having the commitment to rigorously represent the long-term
interests of the Company’s stockholders. However, the Nominating and Corporate Governance
Committee retains the right to modify these qualifications from time to time. Candidates for director
nominees are reviewed in the context of the current composition of the Board, the operating
requirements of the Company and the long-term interests of stockholders. In conducting this
assessment, the Nominating and Corporate Governance Committee typically considers age, skills,
talent, expertise, background and differences in viewpoints and such other factors as it deems
appropriate, including diversity (including gender, racial and ethnic diversity), given the current needs
of the Board and the Company, to maintain a balance of knowledge, experience and capability.
The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board
refreshment, and regularly identifies and considers qualities, skills and other director attributes that
would enhance the composition of the Board. In the case of incumbent directors whose terms of office
are set to expire, the Nominating and Corporate Governance Committee will review these directors’
overall service to the Company during their terms, including the number of meetings attended, level of
participation, quality of performance and any other relationships and transactions that might impair
the directors’ independence. The Committee also takes into account the results of the Board’s self-
evaluation, conducted by outside counsel annually on a group and individual basis. In the case of
new director candidates, the Nominating and Corporate Governance Committee also determines
whether the nominee is independent for Nasdaq purposes, which determination is based upon
applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel,
if necessary. The Nominating and Corporate Governance Committee then uses its network of
contacts to compile a list of potential candidates, but also engages professional search firms from
time to time to assist in identifying potential candidates. The Nominating and Corporate Governance
Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications
of possible candidates after considering the function and needs of the Board. The Nominating and
Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and
then selects a nominee for recommendation to the Board by majority vote.
The Nominating and Corporate Governance Committee will consider director candidates
recommended by stockholders. The Nominating and Corporate Governance Committee does not
intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth
above, based on whether or not the candidate was recommended by a stockholder. Stockholders
who wish to recommend individuals for consideration by the Nominating and Corporate Governance
Committee to become nominees for election to the Board may do so by delivering a written
recommendation to the Nominating and Corporate Governance Committee at the following address:
Tenable Holdings, Inc., Attention: Corporate Secretary, 6100 Merriweather Drive, 12th Floor,
Columbia, Maryland 21044, at least 90 days, but not more than 120 days prior to the anniversary date
of the preceding year's annual meeting of stockholders. Submissions must include the name and
address of the stockholder on whose behalf the submission is made, the number of shares of Tenable
stock owned beneficially by such stockholder on the date of the submission, the full name of the
proposed nominee, a description of the proposed nominee’s business experience for at least the
previous five years, complete biographical information and a description of the proposed nominee's
qualifications as a director. Any submission must be accompanied by the written consent of the
proposed nominee to be named as a nominee and to serve as a director if elected.
29

Cybersecurity Risk Management Committee
The Cybersecurity Risk Management Committee of the Board of Directors assists the Board in
fulfilling its oversight responsibility with respect to the management of risks related to the Company's
information technology use and protection, cybersecurity, and product security. The Cybersecurity
Risk Management Committee is responsible for oversight of the Company's:
•
policies and procedures governing information technology and network systems, including
relating to data security, incident response procedures and disaster recovery capabilities, and
product security;
•
technology senior management teams' priorities for its information technology and
engineering security functions;
•
management of compliance risks and audits related to its information technology and network
systems;
•
internal access controls and audits relating to cyber and information security;
•
disclosures in SEC filings related to its information technology and network systems; and
•
cyber insurance policies and coverage.
The Cybersecurity Risk Management Committee is currently composed of three directors: Mr.
Huffard, Ms. Keane and Mr. Tosheff. All members of the Cybersecurity Risk Management Committee
are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing rules).
The Cybersecurity Risk Management Committee met four times during 2024. The Board has adopted
a written Cybersecurity Risk Management Committee charter that is available to stockholders on our
website at www.investors.tenable.com.
The Cybersecurity Risk Management Committee meets quarterly and with greater frequency if
necessary. The Cybersecurity Risk Management Committee meets regularly in executive session. In
addition to one of our co-Chief Executive Officers, our Chief Security Officer and our Chief Legal
Counsel regularly attend meetings at the invitation of the Cybersecurity Risk Management
Committee. The Cybersecurity Risk Management Committee also has direct access to our Chief
Security Officer and evaluates his performance. From time to time, various members of management
and other employees as well as outside advisors may be invited by the Cybersecurity Risk
Management Committee to brief the committee members on the current threat landscape and
cybersecurity efforts. Under its charter, the Cybersecurity Risk Management Committee is granted
authority to retain independent advisors and investigate matters brought to its attention.
Stockholder Communications with the Board of Directors
All stockholders and other interested parties are welcome to communicate with our non-
management directors through an established process for stockholder communication. For
communication directed to our non-management directors, please contact our Corporate Secretary or
Legal Department in writing at the address listed below.
Tenable Holdings, Inc.
6100 Merriweather Drive, 12th Floor
Columbia, MD 21044
Attn: Corporate Secretary or Legal Department
Our Corporate Secretary or Legal Department will review all incoming stockholder
communications and determine whether the communication should be presented to the Board or the
appropriate director or committee. The purpose of this screening is to allow the Board to avoid having
30

to consider irrelevant or inappropriate communications, such as mass mailings, product complaints or
inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate
material. The screening procedures have been approved by a majority of our independent directors.
All communications directed to the Audit Committee in accordance with the Company’s whistleblower
policy that relate to questionable accounting or auditing matters involving the Company will be
promptly and directly forwarded to the Audit Committee.
Code of Ethics
We have adopted the Tenable Code of Business Conduct and Ethics that applies to all officers,
directors, employees and independent contractors. The Code of Business Conduct and Ethics is
available on our website at www.investors.tenable.com. If we make any substantive amendments to
the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code to any
executive officer or director, we will promptly disclose the nature of the amendment or waiver on our
website.
Insider Trading Policy
We have adopted an Insider Trading Policy that governs the purchase, sale, and other disposition
of Company securities and applies to all Tenable personnel, including directors, officers, employees,
and other covered persons. The Company also follows procedures for the repurchase of its securities.
We believe our Insider Trading Policy and repurchase procedures are reasonably designed to
promote compliance with insider trading laws, rules and regulations, and listing standards applicable
to the Company. A copy of the Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on
Form 10-K for the year ended December 31, 2024.
Hedging
Our Insider Trading Policy prohibits our employees, including our executive officers, and the non-
employee members of our Board of Directors from engaging in short sales, transactions in put or call
options, hedging transactions, using margin accounts, pledges, or other inherently speculative
transactions involving our equity securities.
31

PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected Ernst & Young LLP as the
Company’s independent registered public accounting firm for the year ending December 31, 2025
and has further directed that management submit the selection of its independent registered public
accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has
audited the Company’s financial statements since 2014. Representatives of Ernst & Young LLP are
expected to be present online at the Annual Meeting. They will have an opportunity to make a
statement if they so desire and will be available to respond to appropriate questions.
Neither the Company’s Bylaws nor other governing documents or laws require stockholder
ratification of the selection of Ernst & Young LLP as the Company’s independent registered public
accounting firm. However, the Audit Committee of the Board is submitting the selection of Ernst &
Young LLP to the stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or
not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its
discretion may direct the appointment of a different independent registered public accounting firm at
any time during the year if it determines that such a change would be in the best interests of the
Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present online at the meeting or
represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify
the selection of Ernst & Young LLP.
Fees and Services
The following table represents aggregate fees billed to the Company by Ernst & Young LLP, the
Company’s principal accountant.
Year Ended December 31,
(in thousands)
2024
2023
Audit Fees(1)
$
1,740
$
1,754
Audit-Related Fees(2)
397
338
Tax fees(3)
59
6
All Other Fees(4)
8
73
Total Fees
$
2,204
$
2,171
_____________
(1)
Audit fees consisted of fees billed for professional services provided in connection with the
audits of our annual consolidated financial statements and our internal control over financial reporting,
the review of our quarterly condensed consolidated financial statements, and related procedures and
audit services that are normally provided by the independent registered public accounting firm in
connection with regulatory filings. In 2023 and 2024, audit fees included fees related to business
combinations.
(2)
Audit-related fees consisted of professional services provided in connection with attestation
reports for service organizations. In 2024 audit-related fees included acquisition accounting
consultations and due diligence. In 2023 audit-related fees included fees associated with attestation
reports for service organizations and acquisition due diligence procedures.
(3)
Tax fees included fees for permissible tax advisory services.
32

(4)
All other fees included fees for access to online accounting and tax research software as well
as fees related to a risk assessment exercise performed in 2023.
All fees and services described above were pre-approved by the Audit Committee.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-
audit services rendered by the Company’s independent registered public accounting firm, Ernst &
Young LLP. The policy generally pre-approves specified services in the defined categories of audit
services, audit-related services and tax services up to specified amounts. Pre-approval may also be
given as part of the Audit Committee’s approval of the scope of the engagement of the independent
registered public accounting firm or on an individual, explicit, case-by-case basis before the
independent registered public accounting firm is engaged to provide each service. The Chair of the
Audit Committee has been delegated authority to pre-approve certain audit and non-audit services,
but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee has determined that the non-audit services rendered by Ernst & Young LLP
are compatible with maintaining the principal accountant’s independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
33

PROPOSAL 3
ADVISORY VOTE TO APPROVE THE NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the
Exchange Act enable our stockholders to approve, on an advisory non-binding basis, the
compensation of our Named Executive Officers as disclosed in this proxy statement. This proposal,
commonly known as a "Say-on-Pay" proposal, gives our stockholders the opportunity to express their
views on our Named Executive Officers' compensation as a whole. The vote is not intended to
address any specific item of compensation or any specific Named Executive Officer, but rather the
overall compensation of all our Named Executive Officers and the philosophy, policies and practices
described in this proxy statement. At the 2020 Annual Meeting of Stockholders, the stockholders
indicated their preference that the Company solicit a Say-on-Pay vote every year. The Board has
adopted a policy that is consistent with that preference. In accordance with that policy, this year, we
are asking stockholders to approve, on an advisory basis, the compensation of our Named Executive
Officers as disclosed in this proxy statement in accordance with SEC rules.
The Say-on-Pay vote is advisory, and therefore is not binding on us, the Compensation
Committee or the Board. The Say-on-Pay vote will, however, provide information to us regarding
investor sentiment about our executive compensation philosophy, policies and practices, which the
Compensation Committee will be able to consider when determining executive compensation for the
remainder of the current year and beyond. The Board and our Compensation Committee value the
opinions of our stockholders and to the extent there is any significant vote against the Named
Executive Officer compensation as disclosed in this proxy statement, we will endeavor to
communicate with stockholders to better understand the concerns that influenced the vote, consider
our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are
necessary to address those concerns.
The compensation of our Named Executive Officers subject to the vote is disclosed in the
Compensation Discussion and Analysis section, the compensation tables and the related narrative
disclosure contained in this proxy statement. As discussed in those disclosures, we believe that our
compensation policies and decisions are aligned with our stockholders’ interests to support long-term
value creation and enable us to attract and retain talented executives.
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of
our Named Executive Officers as described in this proxy statement by casting a non-binding advisory
vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as
disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and
Analysis, compensation tables and narrative discussion is hereby APPROVED.”
Advisory approval of this proposal requires the vote of the holders of a majority of the shares
present online or represented by proxy and entitled to vote on the matter at the annual meeting.
Unless the Board decides to modify its policy regarding the frequency of soliciting Say-on-Pay votes,
the next scheduled Say-on-Pay vote will be at the 2026 Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
34

CORPORATE SOCIAL RESPONSIBILITY
We believe good governance at all levels is necessary to drive corporate responsibility, which in
turn promotes the long-term interests of our stockholders and strengthens Board and management
accountability. We focus our efforts in the following key areas:
•
Governance;
•
Environmental stewardship; and
•
Social responsibility in: cybersecurity and data privacy, inclusion, employee engagement, and
community involvement.
Governance
Our Board sets high standards for the Company's employees, officers, and directors. Implicit in
this philosophy is the importance of sound corporate governance. It is the duty of the Board to serve
as a prudent fiduciary for stockholders and to oversee the management of the Company's business.
The Board adheres to our corporate governance guidelines, which are designed to give directors and
management a flexible framework for effectively pursuing the Company's objectives for the benefit of
its stockholders.
In the risk management process, risk oversight is one of the Board’s key functions. The Board
does not have a standing risk management committee but rather administers this oversight function
directly through the Board as a whole, as well as through various Board standing committees that
address risks inherent in their respective areas of oversight. In particular, our Board is responsible for
monitoring and assessing strategic risk exposure, including a determination of the nature and level of
risk appropriate for the Company. The Nominating and Corporate Governance Committee is
responsible for environmental, social, and governance oversight and is briefed as necessary on
relevant matters. For additional details on the Committee's oversight responsibilities see "Nominating
and Corporate Governance Committee" above.
In addition to our governance best practices, we consider environmental and social issues in our
operations. We believe that socially responsible operating practices go hand in hand with generating
value for our stockholders, providing cybersecurity solutions for our clients, being good neighbors
within our communities, and being a good employer to our employees. In our view, our corporate
governance is more effective when we consider environmental and social issues as part of our
oversight of corporate strategy, key risks, and our operations more generally.
We are committed to the promotion of ethical business practices and the implementation of
measures to reduce the risk of corruption. We believe strongly in human rights, including, but not
limited to, supporting our workforce and promoting equality of opportunity and treatment in hiring,
training, promotions and working conditions. As such, our Human Rights Policy and Supplier Code of
Conduct articulate our commitments and values regarding such matters as ethical business practices,
labor practices (including child labor and human trafficking), data privacy, diversity and non-
discrimination, and whistleblower protections, and our related expectations regarding supplier, vendor,
and contractor practices.
35

Environmental Stewardship
Our Board and management team recognize that we have a role to play in environmental
stewardship. Given that the Company is a software company, our energy consumption and usage
within our data centers is an important component of the day-to-day operations of our business. We
outsource our data center needs to Amazon Web Services (“AWS”). In addition to carefully choosing
data center locations to mitigate environmental risks, AWS has a long-term commitment to using 100
percent renewable energy.
Aside from data center needs, we believe that we can still play a part through environmentally
sound practices. Consequently, we have invested in software to manage our environmental impact
factors, enabling us to track and calculate our scope 1 and scope 2 footprint.
Our corporate headquarters is a LEED Certified Gold for Core Construction. We continue to
implement environmental stewardship in our daily lives including: recycling in our offices; offering
biodegradable to-go boxes to reduce food waste; enforcing a strict policy for disposing of hardware;
and utilizing a travel portal that provides detail on our carbon footprint.
Tenable and our employees have donated time and money to important environmental causes
such as healthy waterways and other clean-up efforts, recycling, carbon footprint mitigation and
protection of threatened wildlife. At Tenable, we believe our employees are our most critical catalysts
for change. Our Green Initiatives group continues to gain traction as a way for employees to share
best practices for an environmentally conscious lifestyle, building global support within the Company,
and lead campaigns such as trash clean-ups, sustainable lifestyle pledges, and tree-planting
initiatives. Partnering within our Tenable CARES program - detailed later in this section - the Green
Initiatives group curates easy-to-implement actions and measures our collective impact.
Our regional Green Initiatives leaders build engagement and momentum by hosting regular
community check-ins and information sessions and building camaraderie among members. Through
their shared passion for environmentalism, participants inspire one another to take action for a
greener and cleaner tomorrow. Our 2025 theme, “Community!” is centered around the importance of
reducing waste by fostering a sense of responsibility toward using what you have to help others and
giving back to the community. The Green Initiatives group will spearhead collection drives, local
recycling and waste reduction efforts and trash cleanups.
Cybersecurity and Data Privacy
We take great pride in assisting our customers with enhancing their security posture through the
use of our services and products. We understand that customers must trust and have confidence in
an organization to use its service offerings for managing their exposure data. As such, we take the
overall security of our products and their supporting infrastructure very seriously.
We align our information security and risk management program to the National Institute of
Standards and Technology Cybersecurity Framework and have implemented an information security
management system to protect the confidentiality, integrity, and availability of assets against threats
and vulnerabilities. We achieved ISO/IEC 27001:2022 certification, recognizing our proven
commitment to the highest level of information security management.
36

As a leader in cybersecurity, and with our focus on sound governance, we believe adding
oversight at the board level is important, which is why we elevated the Cybersecurity Risk
Management Committee from a subcommittee of the Audit Committee to a separate fully functioning
committee of the Board in November of 2022. The Cybersecurity Risk Management Committee
assists the Board in fulfilling its oversight responsibility for managing risks related to the Company’s
information technology use and protection, cybersecurity, and product security. For additional details
on the Committee's oversight responsibilities see "Cybersecurity Risk Management Committee"
above.
Data privacy protection and cybersecurity require diligence and a community effort. We enable
the community through our employees, customers, and products by bringing security awareness to
everything we do. As an enterprise security company, we consistently look for ways to improve our
security posture to maintain data privacy and protect sensitive information for our employees and
customers.
Thousands of customers, including financial services organizations, healthcare providers,
retailers, educational institutions, and government agencies, trust Tenable with their exposure data,
digital identities and exposure insights in our cloud platform. Security is core to our corporate ethos
and we allocate significant investment to protect the confidentiality, integrity, and availability of all
customer data. One of our top priorities is preventing any non-customers or bad actors from
accessing, disclosing, or violating the privacy and protection of data stored in the Tenable cloud
platform. Using a combination of preventative and detective controls, environment segregation,
automation, granular data access controls, modern identity and access management practices, and
data localization, our products are built to protect data and help meet privacy obligations. We
continuously assess and implement additional measures to help improve our security program and
address the ever-changing threat landscape.
Engagement and Inclusion
We believe an inclusive culture drives employee engagement, sparks innovation and delivers
exceptional business results. Tenable’s people strategy aspires to create a positive and rewarding
experience for new, prospective and current employees across all aspects of employee connection —
recruiting, onboarding, career growth, wellness and compensation. Our total rewards package —
which includes abundant development options — recognizes employees for their contributions, gives
them the opportunity for continued growth and provides resources to support well-being both inside
and outside the workplace.
At Tenable, we strive to be a career destination in which employees from all backgrounds are
welcomed and empowered, treated with fairness and respect, presented with opportunities to make a
difference and provided with resources to enable them to grow.
Tenable's Engagement & Inclusion (E&I) mission aligns all initiatives with three pillars—
Workforce, Workplace, and Community—to enhance the overall employee value proposition. It
emphasizes that an inclusive culture fosters employee engagement, fuels innovation, and yields
outstanding business results.
Our E&I strategy at Tenable is aligned to three major objectives:
•
Workforce: Attract, retain, and develop top talent through strategic partnerships, employer
branding, and inclusive engagement and development opportunities for all employees.
37

•
Workplace: Cultivate an inclusive environment where all employees feel they belong and are
given the support they need to thrive.
•
Community: Increase our commitment to supporting the next generation of science
technology, engineering and mathematics (STEM) talent.
To support our initiatives, we are strengthening collaboration with external organizations to
expand our outreach and establish Tenable as a recognized brand within all communities. We are
rolling out initiatives that foster global connections through inclusive programming. Finally, we are
focused on empowering our employees by enhancing programs to ensure all employees feel valued
and supported, focusing on professional growth, leadership development, and opportunities to make
meaningful contributions to our success.
Employee Engagement
Our ability to fulfill core values depends on how well we listen to our employees. We constantly
ask employees what they need to do their best work and we act on their input. We have several
different methods of soliciting employee feedback to ensure we hear from all parts of the business.
We also create regular opportunities for two-way communication with our executives to help our
people better understand how decisions are made. Our methods include the following:
•
conducting an annual employee engagement survey combined with periodic division - or
region-specific check-ins;
•
soliciting employee feedback at various stages of their employment cycle, from onboarding to
offboarding;
•
holding frequent executive "coffee chat" sessions during which employees can engage with
our senior leaders to exchange information, provide feedback and brainstorm ideas in small-
group settings;
•
staging monthly company-wide All Hands meetings led by our co-CEOs, with an open
question-and-answer period;
•
empowering departmental, regional or team leaders to host their own town halls for their
direct reports;
•
encouraging people managers to hold regular check-in meetings with their direct reports
where they can focus on real-time feedback, recognition, coaching, and professional
development; and
•
ensuring executive sponsorship of each Employee Resource Group, providing each cohort
with a direct path to communicate with senior leadership.
We believe professional development is a continuous and iterative process and encourage
employees to think of refining and redefining their development goals and plans as a path or direction,
rather than pursuing a specific job position or promotion. Tenable promotes and supports employee
development and organizational effectiveness by providing numerous high-quality learning and
development options. Employees and their managers work together to create development plans for
increasing business acumen and building on the skills and knowledge each employee needs to excel
in their current position and to grow professionally. Our professional development offerings include
mentorship and networking opportunities, tuition reimbursement and professional development funds,
access to industry-leading tools for learning and building skills, a management development program,
career development and learning events.
38

We expect our employees to respect and adhere to the highest standards of business conduct,
including as set forth in our Code of Business Conduct and Ethics. All employees are expected to
complete certain compliance training requirements annually. Topics include information security, data
privacy, harassment prevention, anti-bribery and insider trading.
Community Involvement and Public Advocacy
We invest in social good in alignment with our company values. Tenable demonstrates that we
care by striving to make a positive difference in everything that we do — in our work, with our
customers and colleagues and in our communities. We are proud to contribute to charities, initiatives
and programs that strengthen our industry and impact our employees and communities.
Our people strive to create a better tomorrow by giving back to their communities globally through
our internal giving and volunteerism program, Tenable CARES. Tenable CARES is designed to make
it easier for our employees to support the charitable organizations that are important to them. The
program offers employees one day of paid leave per year to participate in volunteer activities. In
addition, we match employee donations to a predetermined amount to their preferred organizations
and give each employee an opportunity to nominate a cause that is important to them to be selected
as Tenable's global cause of the year. In 2024, our theme was Care for Kids, with three benefiting
organizations: Icing Smiles, Teach For All, and Save the Children. Previous causes have included the
Multiple Sclerosis Foundation, St. Jude Children’s Research Hospital and Make-A-Wish. Through
Tenable CARES, we aim to unite our employees around our missions and use our programs and tools
to help spread the word about their charitable passions and work.
Just as volunteering in our communities is an important aspect of our corporate culture, we
encourage our employees to express their voices in local, state, and national public policy.
Employees are given a total of one day off per year to exercise their right to vote. We are also
focused on advocating for policies that impact Tenable and the cybersecurity industry as a whole. We
regularly engage with U.S. federal, state, and local government entities to provide expertise and
thought leadership to policymakers as they shape policies and regulations that directly impact our
customers and cybersecurity as a whole. But our efforts are not limited to the U.S. government. We
engage governments, policymakers and partners around the world to advocate on important issues
affecting our business, our customers, our partners, and the communities in which we operate.
We also lend our expertise to promote cybersecurity resilience and help inform the development
of cybersecurity standards. We participate in numerous public private partnerships such as the
President's National Security Telecommunications Advisory Committee, the IT Sector Coordinating
Council and the National Institute for Standards and Technology's National Cybersecurity Center of
Excellence - to provide cybersecurity and technology insight to policymakers and government
officials.
These engagements have led to opportunities to provide official testimony at congressional
hearings on topics ranging from securing critical infrastructure to creating the Office of the National
Cybersecurity Director. Tenable participates in a range of conferences, events, and summits that
collectively advance our public policy goals. In addition, we conduct lobbying activities aimed at
supporting policies that enhance cybersecurity and digital resilience. These activities are reported
publicly in accordance with the Lobbying Disclosure Act and all subsequent amendments to the law.
Complementary to our policy advocacy, we are engaged in cyber threat intelligence information
sharing and operational collaboration with multiple organizations, including the Cybersecurity and
39

Infrastructure Security Agency's (CISA) Joint Cyber Defense Collaborative (JCDC) and the IT
Information Sharing and Analysis Center (IT-ISAC). We are members of numerous associations,
including the Alliance for Digital Innovation (ADI), the Cybersecurity Coalition, the Computing
Technology Industry Association (CTIA), the Information Technology Industry Council (ITI), the
International Society of Automation (ISA), the Operational Technology Cybersecurity Coalition
(OTCC), DigiAmericas Alliance, the National Association of State Chief Information Officers
(NASCIO), and the National Governors Association (NGA)
In addition, our Political Action Committee ("PAC"), which allows eligible employees to pool their
voluntary, personal contributions to help support and elect pro-technology and pro-cybersecurity
lawmakers to Congress. Tenable's PAC does not advance a partisan or social agenda, but instead
ensures public policies promote sound cybersecurity policies and growth for our business, our
employees and our customers. You can find all disbursements for the Tenable PAC by visiting the
Federal Election Commission website.
EXECUTIVE OFFICERS
Our executive officers, and their respective ages as of April 3, 2025, are as follows:
Name
Age
Position(s)
Executive Officers
Stephen A. Vintz
56
Co-Chief Executive Officer and Chief Financial Officer
Mark Thurmond
55
Co-Chief Executive Officer and Chief Operating Officer
Stephen A. Vintz
Stephen A. Vintz has served as our Chief Financial Officer since October 2014
and was appointed Co-Chief Executive Officer in December 2024. Mr. Vintz
previously served as Executive Vice President and Chief Financial Officer of
Vocus, Inc. Mr. Vintz received a B.B.A. in Accounting from Loyola University
Maryland and is a Certified Public Accountant.
Mark Thurmond
Mark Thurmond has served as the Company’s Chief Operating Officer since
February 2020 and was appointed Co-Chief Executive Officer in December
2024. Prior to joining the Company, Mr. Thurmond served as the Chief
Operating Officer of Turbonomic Inc. from September 2017 to February 2020
and as the Executive Vice President, Worldwide Sales and Services of QlikTech
International AB from August 2015 to August 2017. Mr. Thurmond holds a B.S.
in Psychology from Hofstra University.
40

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of the Company’s
common stock as of March 17, 2025 by: (i) each director and nominee for director; (ii) each of the
executive officers named in the Summary Compensation Table; (iii) all executive officers and directors
of the Company as a group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its common stock.
Beneficial Ownership(1)
Beneficial Owner
Number of Shares
Percent of Total
5% or greater stockholders:
FMR, LLC(2)
15,144,827
12.6%
The Vanguard Group(3)
12,510,817
10.4%
BlackRock, Inc.(4)
10,524,434
8.8%
Named executive officers and directors:
Stephen A. Vintz(5)
845,581
*
Mark Thurmond(6)
64,057
*
Arthur W. Coviello, Jr.(7)
35,124
*
John C. Huffard, Jr.(8)
491,998
*
Linda Zecher Higgins(9)
353
*
Niloofar Razi Howe(10)
19,170
*
A. Brooke Seawell(11)
269,245
*
Raymond Vicks, Jr.(12)
11,659
*
George Alexander Tosheff(13)
17,387
*
Margaret Keane(14)
3,187
*
All current executive officers and directors as a group (10
persons)(15)
1,757,761
1.5%
_____________
*
Represents beneficial ownership of less than 1%.
(1)
This table is based upon information supplied by officers, directors and principal stockholders
and Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable, the Company believes that each of
the stockholders named in this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on 120,191,047 shares
outstanding on March 17, 2025, adjusted as required by rules promulgated by the SEC.
(2)
As reported in a Schedule 13G/A filed with the Securities and Exchange Commission on
November 12, 2024, which states that FMR LLC has sole dispositive power with respect to all of the
shares and sole voting power with respect to 15,142,336 of the shares. Abigail P. Johnson is a
director, the chairman and the chief executive officer of FMR LLC and may be deemed to have sole
dispositive power over the shares. Members of the Johnson family, including Abigail P. Johnson, are
the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC,
representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B
shareholders have entered into a shareholders' voting agreement under which all Series B voting
common shares will be voted in accordance with the majority vote of Series B voting common shares.
Accordingly, through their ownership of voting common shares and the execution of the shareholders'
41

voting agreement, members of the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC. The principal business address of
FMR LLC is 245 Summer Street, Boston, Massachusetts 02210.
(3)
As reported in a Schedule 13G/A filed with the Securities and Exchange Commission on
February 13, 2024, which states that The Vanguard Group, Inc. has sole dispositive power with
respect to 12,177,020 of the shares, shared dispositive power with respect to 333,797 of the shares
and shared voting power with respect to 210,551 of the shares. The Vanguard Group, Inc. is the
parent holding company of Vanguard Asset Management, Limited, Vanguard Fiduciary Trust
Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments
Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and
Vanguard Investments UK, Limited, which act as investment advisers to registered investment
companies and separate accounts that own the reported shares. The principal business address of
The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
(4)
As reported in a Schedule 13G/A filed with the Securities and Exchange Commission on
January 25, 2024, which states that BlackRock, Inc. has sole dispositive power with respect to all of
the shares and sole voting power with respect to 10,333,404 of the shares. BlackRock, Inc. is the
parent holding company of BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC,
BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association,
BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock
Japan Co., LLC, BlackRock Asset Management Schweiz AG, BlackRock Investment Management,
LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada
Limited, BlackRock Investment Management (Australia) Limited, BlackRock Fund Advisors and
BlackRock Fund Managers Ltd, which act as investment advisers to registered investment companies
and separate accounts that own the reported shares. The principal business address of BlackRock,
Inc. is 50 Hudson Yards, New York, New York 10001.
(5)
Consists of (a) 317,147 shares of common stock held by Mr. Vintz directly and (b) 528,434
shares of common stock issuable upon the exercise of outstanding options exercisable within 60 days
of March 17, 2025.
(6)
Consists of 64,057 shares of common stock held by Mr. Thurmond directly.
(7)
Consists of 35,124 shares of common stock held by Mr. Coviello directly.
(8)
Consists of (a) 16,380 shares of common stock held by Mr. Huffard directly, (b) 31,847 shares
of common stock held by Mr. Huffard’s spouse in the Mary Kathryn Braden Huffard Revocable Trust
U/T/A dated March 2, 2012, (c) 390,183 shares of common stock held by Mary Kathryn Braden
Huffard and Jonathan M. Forster, as Trustees of The Three Suns 2019 Non-Exempt Irrevocable Trust
U/T/A dated November 15, 2019 and (d) 53,588 shares of common stock held by Mr. Huffard and
Mary Kathryn Braden Huffard, as Trustees of The John Cloyd Huffard Jr Revocable Trust U/T/A dated
March 2, 2012.
(9)
Consists of 353 shares of common stock held by Ms. Higgins directly.
(10)
Consists of 19,170 shares of common stock held by Ms. Howe directly.
(11)
Consists of (a) 9,245 shares of common stock held by Mr. Seawell directly, (b) 15,000 shares
of common stock held by Mr. Seawell as Trustee of the Rosemary and A. Brooke Seawell Revocable
Trust (Administrative Trust), (c) 15,000 shares of common stock held by Mr. Seawell as Trustee of the
Alexander Brooke Seawell Revocable Trust and (d) 230,000 shares of common stock issuable upon
42

the exercise of outstanding options exercisable within 60 days of March 17, 2025, of which 115,000
are options held by Mr. Seawell directly and 115,000 are options held by Mr. Seawell as Trustee of the
Administrative Trust.
(12)
Consists of (a) 8,659 shares of common stock held by Mr. Vicks directly and (b) 3,000 shares
of common stock held in a custodial account established pursuant to the Uniform Transfer to Minors
Act for which Mr. Vicks serves as custodian.
(13)
Consists of 17,387 shares of common stock held by Mr. Tosheff directly.
(14)
Consists of 3,187 shares of common stock held by Ms. Keane directly.
(15)
Consists of (a) 999,327 shares of common stock and (b) 758,434 shares of common stock
issuable upon the exercise of outstanding options exercisable within 60 days of March 17, 2025.
43

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis reviews the material elements of our 2024 executive
compensation program, philosophy, policies and practices, and discusses compensation earned by
our named executive officers in 2024. Our named executive officers for the year ended December 31,
2024 and their respective titles are set forth in the table below (our “Named Executive Officers”). No
other individuals served as executive officers of the Company during 2024.
Name
Position
Amit Yoran
Former Chief Executive Officer and Chairman of the Board of Directors
Stephen A. Vintz
Co-Chief Executive Officer and Chief Financial Officer
Mark Thurmond
Co-Chief Executive Officer and Chief Operating Officer
As previously disclosed, effective December 5, 2024, Mr. Yoran began a temporary medical leave
of absence from his duties as Chief Executive Officer. At that time, our Board of Directors appointed
Mr. Vintz, our Chief Financial Officer, and Mr. Thurmond, our Chief Operating Officer, to serve as Co-
Chief Executive Officers, in addition to their then existing roles as Chief Financial Officer and Chief
Operating Officer, respectively, with Mr. Vintz serving as principal executive officer. On January 4,
2025, the Company announced with deep sadness that Mr. Yoran had passed away on January 3,
2025. In light of Mr. Yoran’s passing, our Board of Directors determined that Messrs. Vintz and
Thurmond would continue to serve as Co-Chief Executive Officers, in addition to their then existing
roles as Chief Financial Officer and Chief Operating Officer, respectively, from and after January 4,
2025 as our Board of Directors conducts a search for a permanent Chief Executive Officer.
Executive Summary
Who We Are
We are a leading provider of exposure management solutions. Exposure management is the
evolution of vulnerability management, advancing risk assessment and prioritization across the entire
attack surface – from IT infrastructure to cloud environments to critical infrastructure. Tenable unifies
security visibility, insight and action across this attack surface, equipping modern organizations to
expose and close the cybersecurity gaps that erode business value, reputation and trust.
2024 Financial Highlights
•
Revenue was $900 million, a 13% increase year-over-year.
•
Calculated current billings was $969.5 million, an 11% increase year-over-year.
•
GAAP loss from operations was $6.9 million, compared to $52.2 million in 2023.
•
Non-GAAP income from operations was $184.1 million, compared to $121.0 million in 2023.
•
GAAP net loss was $36.3 million, compared to $78.3 million in 2023.
•
GAAP net loss per share was $0.31, compared to $0.68 in 2023.
•
Non-GAAP net income was $158.6 million, compared to $97.2 million in 2023.
•
Non-GAAP diluted earnings per share was $1.29, compared to $0.80 in 2023.
•
Cash and cash equivalents and short-term investments were $577.2 million at December 31,
2024, compared to $474.0 million at December 31, 2023.
44

•
Net cash provided by operating activities was $217.5 million, compared to $149.9 million in
2023.
•
Unlevered free cash flow was $237.8 million, compared to $175.4 million in 2023.
•
Repurchased 2.3 million shares of our common stock for $100 million.
Refer to the Appendix for reconciliations of non-GAAP measures to comparable GAAP measures.
Executive Compensation Highlights
We seek to ensure that executive pay is tied to performance and long-term stockholder value
creation. Based on our success in executing our strategic plan in a challenging environment, including
progress by the executive leadership team on our engagement, inclusion and development initiatives,
the Compensation Committee took the following key actions with respect to the compensation of our
Named Executive Officers in 2024 and in early 2025:
•
Base Salary Increases - We approved base salary increases in 2024 for our Named
Executive Officers in light of their and the Company’s strong performance and to maintain
market competitiveness relative to our peers. Raises ranged from 3.5% to 10%.
•
Cash Bonuses - Our cash bonus structure mirrored that of prior years and incorporated
revenue, unlevered free cash flow and bookings goals. Our target cash bonuses are
expressed as a percentage of base salary paid out based on quarterly and annual attainment,
and remained comparable with 2023. Given our performance in these areas, cash bonuses
were paid out in accordance with their plan formula below target at 98.4%.
•
Long-Term Incentive Compensation - We continue to provide a large percentage of our
Named Executive Officers’ target compensation opportunity through our long-term incentive
compensation program. In 2024, our long-term incentive plan continued to include the grant
of restricted stock units (“RSUs”) subject to service-based vesting and performance restricted
stock units ("PSUs") subject to achievement of certain financial performance goals and
followed by additional service-based vesting. PSUs made up 35% of the total grant date fair
value of the 2024 long-term incentive grants for our Named Executive Officers, representing
an increase from 25% in 2023. In future years and over time, the Compensation Committee
intends to continue to gradually shift the mix of equity awards granted to Named Executive
Officers to include a higher proportion of performance-based incentives.
45

2024 Target Total Direct Compensation Overview
For 2024, 96% of Mr. Yoran’s total reported compensation and an average of 93% of Messrs.
Vintz's and Thurmond's total reported compensation was at-risk through quarterly and annual
bonuses earned and equity incentives awarded, as reported in the Summary Compensation Table.
CEO Pay Mix
Base Salary 4%
Actual Bonus 4%
Equity Awards
92%
Other Executives Pay Mix
Base Salary 7%
Actual Bonus 6%
Equity Awards
87%
Listening to Our Stockholders
At our annual meeting of stockholders in 2024, we conducted an advisory vote on executive
compensation, or a say-on-pay vote. Approximately 92.9% of the votes cast on the say-on-pay
proposal supported the proposal. Our Compensation Committee reviewed the final vote results for the
proposal and given the level of support, concluded that our compensation program provided a
competitive performance package that incentivizes our Named Executive Officers and encourages
their retention over the long term. Accordingly, the Compensation Committee determined not to make
any significant changes to our executive compensation policies or decisions as a result of the vote.
Our Compensation Committee will continue to monitor and continually evaluate our compensation
program going forward in light of our stockholders’ views and our transforming business needs. In
addition to our annual advisory vote on executive compensation, we are committed to ongoing
engagement with our stockholders on executive compensation and corporate governance issues.
Executive Compensation Policies and Practices
We endeavor to maintain appropriate pay-for-performance alignment and sound governance
standards as we review and manage executive compensation policies and practices. The
Compensation Committee evaluates our executive compensation program on a regular basis to
ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our
business and the market in which we compete for executive talent. The following summarizes our key
convictions with respect to executive compensation and related policies and practices:
46

What We Do
What We Do Not Do
P
Maintain an independent
Compensation Committee.
P
Retain an independent compensation
advisor.
P
Annual executive compensation
strategy review.
P
Multi-year vesting requirements for
equity awards.
P
“Double-trigger” change-in-control
arrangements.
P
Succession planning by full Board.
P
Annual Say-on-Pay voting.
P
Stock incentive plans and executive
employment agreements that provide
for forfeiture of equity awards and
severance if an executive is
terminated for cause, including due to
misconduct that results in reputational
harm to the Company.
O
No guaranteed bonuses.
O
No tax “gross ups” on payments on
future post-employment
compensation arrangements.
O
No hedging or pledging of our equity
securities.
O
No retirement and perquisite benefits
to our executives that are not offered
to employees generally.
Executive Compensation Philosophy and Objectives
Our executive compensation program is guided by our overarching philosophy of paying for
demonstrable performance. To achieve these objectives, we believe that our executive compensation
program should include short-term and long-term elements, including cash and equity compensation,
and should reward consistent performance that meets or exceeds expectations. We evaluate both
performance and compensation to make sure that the compensation provided to our executives
remains competitive relative to compensation paid by companies of similar size operating in our
industry, taking into account our relative performance, our strategic objectives, and the performance
of the individual executive.
Consistent with this philosophy, we have designed our executive compensation program to
achieve the following primary objectives:
•
provide market competitive compensation and benefit levels that will attract, motivate, reward,
and retain a highly talented team of executives within the context of responsible cost
management;
•
establish a direct link between our financial and operational results and strategic objectives
and the compensation of our executives;
•
align the interests and objectives of our executives with those of our stockholders by linking
our executives’ long-term incentive compensation opportunities to stockholder value creation
and their cash incentives to our annual performance; and
•
offer total compensation opportunities to our executives that, while competitive, are internally
consistent.
Executive Compensation Design; Pay for Performance
The annual compensation arrangements for our Named Executive Officers consist of both fixed
and "at risk" compensation elements which have been designed to align pay and performance.
47

Our fixed base salaries are designed to retain our executives by providing dependable and
competitive annual income. In addition, we emphasize variable compensation through our short-term
incentive cash bonus plan based on our Named Executive Officers attainment of pre-established
short-term financial targets as determined from time to time by the Company and reviewed by our
Board of Directors in connection with our annual operating plan, and "at-risk" compensation through
our long-term equity incentive plan, which consists of service-vesting RSUs and PSUs.
We believe that service-based RSU awards are an appropriate long-term incentive compensation
vehicle in so far as they expose our Named Executive Officers to fluctuations in our stock price,
thereby aligning the interests of our Named Executive Officers and stockholders and incentivizing
them to build sustainable long-term value for the benefit of our stockholders while satisfying our
retention objectives. Since 2022, we have also incorporated PSUs into our long-term incentive plan in
order to further tie pay to performance. For 2024, PSUs made up 35% of the total grant date fair value
of the long-term incentive grants for our Named Executive Officers, compared to 25% in 2023. In
future years and over time, the Compensation Committee intends to continue to gradually shift the
mix of equity awards granted to Named Executive Officers to include a higher proportion of
performance-based incentives.
These at-risk pay elements ensure that a substantial portion of our Named Executive Officers’
target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately
payable commensurate with our actual performance.
48

Compensation Elements
In 2024, the principal elements of our executive compensation program, and the objective and
key features of each element, were as follows:
Element
Type and Form of
Element
Objective
Key Features
Base Salary
Fixed/Cash
Designed to attract and
retain highly talented
executives by providing
financial stability and security
for performing job
responsibilities through a
fixed amount that is market
competitive and rewards
performance
• Established initially through
arm’s-length negotiation at the
time of hire and then reviewed
annually at beginning of year
• Factors considered include:
executive's position,
qualifications, experience, pre-
hire salary level, the base
salaries of our other executives,
company and individual
performance, retention
objectives, a competitive market
analysis, and recommendations
of the CEO (for Named
Executive Officers other than
the CEO)
Short-Term
Incentive
Variable/Cash
Bonus
Designed to motivate and
reward executives with
financial incentives for
achieving or exceeding
rigorous quarterly and
annual financial objectives
related to our key business
imperatives
• Target bonus amounts
generally are reviewed annually
at the beginning of year and
determined based on various
factors, including company and
individual performance, a
competitive market analysis,
and recommendations of the
CEO (for Named Executive
Officers other than the CEO)
• Bonus payments earned are
determined after each quarter
and the full-year
• Bonus payments are generally
dependent upon achievement of
pre-established corporate
financial objectives selected by
our Compensation Committee
from our annual operating plan
reviewed by our Board of
Directors
49

Long-Term
Incentive
At risk/RSUs and
PSUs
Designed to motivate and
reward executives for
successful long-term
performance, align interests
of executives and
stockholders by motivating
them to create sustainable
long-term stockholder value,
and encourage continued
employment of executives
over the long-term
• Annual award opportunities
are generally reviewed and
determined annually at
beginning of the year or as
appropriate during year for new
hires, promotions, or other
special circumstances
• Individual awards are
determined based on various
factors, including company and
individual performance,
retention value of outstanding
equity holdings, competitive
market analysis, and
recommendations of the CEO
(for Named Executive Officers
other than the CEO)
• In 2024, continued to grant
PSUs as part of the long-term
incentive program in order to
more closely tie together Named
Executive Officer compensation
and Company performance, in
addition to RSUs with a four
year vesting requirement, with
PSUs making up 35% of the
total grant date fair value of the
2024 long-term incentive grants
for our Named Executive
Officers
• Compensation Committee
retains the discretion to grant
other equity vehicles and use
different vesting requirements or
performance conditions for such
awards
Other
Compensation
Retirement and
health and welfare
benefits offered to
all employees on
the same terms
Employee benefits that
promote employee savings
and health and welfare,
which assists in attracting
and retaining our executives
and employees
Indirect compensation element
consisting of programs such as
medical, vision, dental, life and
disability insurance, as well as
the 401(k) Plan (as defined
below) with a company
matching contribution and an
ESPP (as defined below), and
other plans and programs made
available to all eligible
employees
50

Base Salary
In February 2024, the Compensation Committee reviewed the base salaries of our Named
Executive Officers, taking into consideration a competitive market analysis prepared by its
compensation consultant and the recommendations of our then-CEO (except with respect to his own
compensation), as well as the other factors described in “Compensation-Setting Process" below.
Following this review, the Compensation Committee approved base salary increases, effective March
1, 2024, for our Named Executive Officers in light of their and the Company’s strong performance and
to maintain market competitiveness relative to our peers.
The following table sets forth the 2023 and 2024 annual base salaries of our Named Executive
Officers.
Named Executive Officer
2023 Base Salary
2024 Base Salary
Percentage Adjustment
Mr. Yoran
$
487,000
$
535,700
10.0 %
Mr. Vintz
414,000
428,500
3.5 %
Mr. Thurmond
414,000
428,500
3.5 %
The base salaries paid to our Named Executive Officers during 2024 are set forth in the Summary
Compensation Table below.
Cash Bonuses
Cash bonuses are based upon a specific percentage of each participant’s annual base salary and
are paid, subject to goal attainment, in five equally weighted installments, following each quarter and
a fifth payment following year-end.
We believe that paying bonuses throughout the year is the most effective way to motivate
achievement of our short-term financial goals because quarterly and annual payments align with the
time periods for which we provide external guidance to the investment community.
2024 Cash Bonus Structure
In February 2024, the Compensation Committee reviewed the target short-term cash incentive
bonus opportunities of our Named Executive Officers in place for 2024, taking into consideration a
competitive market analysis prepared by its compensation consultant and the recommendations of
our then-CEO (except with respect to his own bonus opportunity), as well as the other factors
described in “Compensation-Setting" below. Following this review, the Compensation Committee
determined that the target short-term cash incentive bonus opportunities would remain unchanged as
a percentage of their base salaries for our Named Executive Officers.
Accordingly, the target short-term cash incentive bonus opportunities of our Named Executive
Officers for 2024 were as follows:
Named Executive Officer
2024 Target Cash Bonus Opportunity
Target Percentage of Base Salary
Mr. Yoran
$
535,700
100.0 %
Mr. Vintz
374,938
87.5 %
Mr. Thurmond
374,938
87.5 %
Consistent with the prior year, for 2024, our Board of Directors established anticipated target
goals for each performance metric used in our annual operating plan, with actual bonus payments at
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each periodic payment interval calculated by multiplying 20% of a participant’s target cash bonus
opportunity by the weighted average percentage attainment level of the applicable goals for each
applicable quarter or full year. No payments are made if attainment is below 75% and the maximum
payment is capped at 200% of the target amount. Accordingly, for 2024, the target performance goals
for our Named Executive Officers were as follows, each of which exceeds prior year actual
performance:
Performance Metric
Target Performance Level
(in thousands)(1)
Weighting
Revenue + Unlevered Free
Cash Flow (2)
$
1,155,226
66.67 %
Bookings
(3)
33.33 %
_____________
(1)
The target performance level for each performance metric was adjusted to include the
expected impact of Eureka from June 6, 2024 (date of acquisition) through the end of the year as
approved by our Board of Directors.
(2)
Unlevered Free Cash Flow is a non-GAAP measure. Refer to the Appendix for reconciliations
of non-GAAP measures to comparable GAAP measures.
(3)
We have chosen not to disclose the target performance level for our bookings performance
measure as such information is proprietary in nature, the disclosure of which could result in
competitive harm to the Company. For 2024, the Board of Directors considered the target
performance achievement levels for the bookings performance measure to be challenging, but
achievable with significant effort requiring circumstances to align as projected. The bookings target
goal reflected a 14.9% increase over our actual bookings results from 2023.
For this purpose, each of the above metrics is defined as follows:
•
Revenue - to be calculated in accordance with GAAP and as set forth in our quarterly and
annual financial statements.
•
Unlevered Free Cash Flow – to be calculated as free cash flow, defined as GAAP net cash
flows from operating activities reduced by purchases of property and equipment, plus cash
paid for interest and other financing costs, excluding payments for acquisition-related
expenses.
•
Bookings - to be calculated as sales of new and renewal subscription licenses, perpetual
licenses and related first-year maintenance, and services and training, which are closed in a
period. Bookings is based on annual contract value (ACV), whereby we include only the first-
year contract value as booked in cases where a multi-year deal is prepaid.
Our Board of Directors believed that, for purposes of the short-term cash incentive bonus plan,
these were the most appropriate corporate performance measures to use because, in its view, they
would provide meaningful indicators of our successful execution of our annual operating plan and our
ability to enhance long-term value creation. In particular, we believe our bookings levels are an
effective measure of annual contract value, which management uses to measure the growth of our
business.
2024 Cash Bonus Attainment
Our actual performance against the aggregate target level for the various corporate performance
measures for each quarter and for the full year, as applicable, as well as the amounts received by
each Named Executive Officer, were reviewed by the Compensation Committee in February 2025.
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The following table provides information regarding the full year cash bonus payout level achieved
by the Named Executive Officers during 2024:
Performance Metric
Actual Performance Level
(in thousands)(1)
Percentage of Target
Revenue + Unlevered Free
Cash Flow
$
1,139,272
98.6 %
Bookings
(2)
97.4 %
_____________
(1)
The actual performance level for each performance metric includes the impact of Eureka from
June 6, 2024 (date of acquisition) through the end of the year.
(2)
We have chosen not to disclose the performance level for our bookings performance
measure as such information is proprietary in nature, the disclosure of which could result in
competitive harm to the Company. For 2024, the Board of Directors considered the target
performance achievement levels for the booking performance measure to be challenging but
achievable with significant effort requiring circumstances to align as projected. The bookings
performance attainment reflected a 12.0% increase over our actual bookings results from 2023.
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The following table provides information regarding the actual quarterly and full year cash bonuses
earned by the Named Executive Officers during 2024:
Named Executive
Officer
Performance
Period
Target Quarterly/
Annual Bonus
Aggregate
Weighted Average
Achievement/
Payment
Percentage
Actual Quarterly/
Annual Bonus
Mr. Yoran
First Quarter
$
107,140
100.6 % $
107,783
Second Quarter
107,140
99.7 %
106,819
Third Quarter
107,140
96.6 %
103,497
Fourth Quarter
107,140
97.8 %
104,783
Full Year
107,140
97.3 %
104,247
Total 2024
$
535,700
98.4 % $
527,129
Mr. Vintz
First Quarter
$
74,987
100.6 % $
75,438
Second Quarter
74,987
99.7 %
74,763
Third Quarter
74,988
96.6 %
72,438
Fourth Quarter
74,988
97.8 %
73,338
Full Year
74,988
97.3 %
72,963
Total 2024
$
374,938
98.4 % $
368,940
Mr. Thurmond
First Quarter
$
74,987
100.6 % $
75,438
Second Quarter
74,987
99.7 %
74,763
Third Quarter
74,988
96.6 %
72,438
Fourth Quarter
74,988
97.8 %
73,338
Full Year
74,988
97.3 %
72,963
Total 2024
$
374,938
98.4 % $
368,940
As further discussed in the “Executive Compensation” section below under the heading “—
Potential Payments Upon Termination or Change in Control” and in accordance with his employment
agreement as described under the heading “—Employment Agreements with Our Named Executive
Officers—Mr. Yoran,” in connection with Mr. Yoran’s death, Mr. Yoran’s estate is entitled to receive any
earned but unpaid bonus for the fourth quarter of 2024 and a lump sum cash payment equal to Mr.
Yoran’s 2025 target annual bonus, prorated through the date of his death.
The cash bonus payments made to our Named Executive Officers for 2024 are set forth in the
Summary Compensation Table below.
Long-Term Incentive Compensation
We have historically granted equity compensation to our Named Executive Officers primarily in
the form of RSU awards or stock options. The Compensation Committee introduced PSUs for our
Named Executive Officers beginning in 2022. For 2024, as part of its annual compensation review,
the Compensation Committee determined to continue granting a mix of equity awards but adjusted
the split allocation to 65% RSUs and 35% PSUs (based on target grant date values), from 75% RSUs
and 25% PSUs in 2023. Each RSU and PSU granted represents a contingent right to receive one
share of our common stock for each unit that ultimately vests. Based upon a review of competitive
market practice and the incentive power of these awards, in February 2024, the Compensation
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Committee granted RSU and PSU awards to our Named Executive Officers in amounts that it
considered to be consistent with our compensation philosophy and its desired market
competitiveness as follows:
Named
Executive
Officer
Restricted
Stock Unit
Award
(shares)
Restricted
Stock Unit
Award
(grant date
fair value)
Performance
Stock Unit
Award
(target
shares)
Performance
Stock Unit
Award
(target grant
date fair
value)
Total Grant
Date Fair
Value
Total Year-
over-Year
Change
Mr. Yoran
173,516
$ 8,189,956
93,432
$ 4,409,990
$ 12,599,946
51.8 %
Mr. Vintz
72,298
3,412,466
38,930
1,837,496
5,249,962
11.7 %
Mr. Thurmond
69,888
3,298,714
37,632
1,776,230
5,074,944
48.2 %
2024 RSU Awards
RSU awards serve as an incentive that is aligned with the long-term interests of our stockholders
because their value increases (or decreases) with any change in the value of the underlying shares.
Further, RSUs serve our retention objectives because they are subject to a multi-year vesting
requirement based on continued service. The RSU awards granted to our Named Executive Officers
vest over a four-year period, with 25% of the total number of units subject to the award vesting on the
first anniversary of February 22, 2024, the vesting commencement date, and 1/16th of the total
number of units subject to the award vesting in quarterly installments over the following three years,
contingent upon the Named Executive Officer’s continued employment by us through each applicable
vesting date. As further discussed in the “Executive Compensation” section below under the heading
“—Potential Payments Upon Termination or Change in Control” and in accordance with his
employment and equity award agreements as described under the heading “—Employment
Agreements with Our Named Executive Officers—Mr. Yoran,” the vesting of Mr. Yoran’s unvested
RSUs, including the 2024 RSU award, accelerated in connection with his death.
2024 PSU Awards
For 2024, PSUs represented 35% of the equity award mix for our Named Executive Officers
(based on target grant date values). Because PSUs are only earned upon achievement of key
performance goals that drive our business and our stockholder value, the Compensation Committee
believes that these awards increase the alignment between the interests of our executive officers and
stockholders and reinforce the Company’s pay for performance philosophy.
The PSU awards were subject to the achievement of (i) pre-established target levels for global
bookings (weighted 33.33%) and revenue + unlevered free cash flow (weighted 66.67%) during the
one-year performance period beginning on January 1, 2024, and (ii) a service-based vesting
requirement, with 25% of the total number of PSUs deemed to be earned based on performance by
the Compensation Committee vesting on the first anniversary of February 22, 2024, and the
remainder vesting quarterly over the following three years, subject to the Named Executive Officer's
continuous service through each applicable vesting date. The vesting of the PSUs may accelerate
upon certain change in control events or due to death or disability of the recipient.
For purposes of the PSU awards, global bookings, revenue and unlevered free cash flow have
the same definitions set forth above under “Cash Bonuses.” The Compensation Committee selected
these performance measures based on its belief that they were the best indicators of our successful
execution of our annual operating plan and our ability to enhance long-term value creation.
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The number of units (and, correspondingly, the number of shares) that could be earned under the
PSU awards ranged from 0% to 200% of the target number of PSUs granted, subject to the service-
based vesting requirement described above. The levels of performance required to earn the target
number of PSUs were approved by the Compensation Committee at the time of grant as follows:
Global Bookings and Revenue +
Unlevered Free Cash Flow
Achievement Percentage
Payout Percentage(1)
Maximum
125.0%
200%
Target
100.0%
100%
Threshold
75.0%
50%