tenb-20230412

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Tenable Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


WHEN	WHERE	RECORD DATE
Wednesday, May 24, 2023	Via Webcast	March 30, 2023
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, John C. Huffard, Jr., A. Brooke Seawell, and Raymond Vicks, Jr., to the Board of Directors to hold office until the 2026 Annual Meeting of Stockholders.		FOR each director nominee	17
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, 2023.		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 are 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 24, 2023 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 12, 2023


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.


CONTENTS
			Page
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			10
PROPOSAL 1 ELECTION OF DIRECTORS			17
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			23
Audit Committee			24
Compensation Committee			26
Nominating and Corporate Governance Committee			28
Cybersecurity Risk Management Committee			27
Stockholder Communications with the Board of Directors			30
Code of Ethics			31
Hedging 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			42
Delinquent Section 16(a) Reports			44
Executive Compensation			45
Executive Summary			45
Executive Compensation Philosophy and Objectives			48
Compensation Elements			50
Compensation-Setting Process			59
Employment Arrangements			61
Post-Employment Compensation			62
Other Compensation Policies			63
Tax and Accounting Considerations			63
Summary Compensation Table			65
Grants of Plan-Based Awards			66
Outstanding Equity Awards			67
Options Exercised and Stock Vested			68
Employment Agreements with Our Named Executive Officers			69
Potential Payments Upon Termination or Change in Control			71
CEO Pay Ratio			72
Pay versus Performance			73
Director Compensation			77
Securities Authorized for Issuance Under Equity Compensation Plans			80
Transactions With Related Persons and Indemnification			81
Related-Person Transactions Policy and Procedures			81
Certain Related Person Transactions			81
Indemnification			82


Householding of Proxy Materials			83
Other Matters			84
Appendix: Reconciliation of Non-GAAP Measures			85

To Our Stockholders,

The last year — marked by geopolitical tensions, inflation and a volatile stock market -- has underscored a universal truth for the global economy: an unpredictable world is ripe for exploitation by cyber criminals. Put another way, cybersecurity has never proven to be more vital to our collective prosperity than it is today. That’s why Tenable is on a mission to help organizations around the world understand and reduce their cyber risk.

In 2022 we once again delivered on this mandate for all of our key stakeholders: customers, partners, employees and stockholders. We believe that organizations deserve a better and more effective way to stay ahead of cybersecurity risk, rather than fighting it from behind. We launched Tenable One, our Exposure Management Platform, to introduce proactive cyber risk management to the market. This relentless commitment to innovation and our stakeholders-first mindset have allowed us to deliver compelling financial results over the years. And this year was no different. We had one of our best years as a public company and were able to deliver strong growth and profitability despite a challenging macroenvironment. We’re capitalizing on our strong performance by continuously innovating across our product portfolio and, in so doing, we are shaping the cybersecurity market and meeting our commitments to our stakeholders.

Our commitment to our customers and partners

Approximately 43,000 organizations trust and rely on Tenable to help understand and reduce their cyber risk. We take that responsibility very seriously. Together with our worldwide ecosystem of leading resellers and distributors, we are helping our customers confidently answer one of the most elemental questions in cybersecurity: “How secure are we?” Chief executives, boards of directors, stockholders, customers and even our own employees ask that question whenever a new attack makes the headlines. Security teams have struggled to make sense of reams of data from the disparate solutions they have used to manage interconnected vulnerabilities, web applications, identity systems and cloud assets. Using Excel to pinpoint which exposures represent the greatest risk to the organization is as absurd as it is ineffective. Tenable One is a cloud-based Exposure Management Platform that is helping customers anticipate and address problems before they can cause damage. Tenable One delivers the richness of our product portfolio — from vulnerability management to cloud security, identity exposure to external attack surface management, and more — in context, helping customers make better decisions based on cyber risk.

Our commitment to our employees

Our people represent our most important resource and we invest in them just as intentionally as we invest in our product initiatives. Customers have told us that our team’s dedication to serving, supporting and championing them sets Tenable apart from other companies in the cybersecurity industry. We can think of no higher accolade. We have worked hard to shape Tenable into a premier employer where professionals can meaningfully contribute to the business while building their careers. Our many career development programs, from tuition reimbursement to professional development funds, mentorship and manager development initiatives, help our employees to grow professionally while also supporting organizational goals. Developing and retaining our people means that we are better positioned to serve our customers and support our communities.

Our commitment to our stockholders

Offering independent insight and an outside-in perspective, stockholders play an important role in our business. Accordingly, we regularly engage with our investor community to discuss emerging


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.


	Female	Male
Total Number of Directors	8
Part I: Gender Identity
Directors	2	6
Part II: Demographic Background
African American or Black	0	1
White	2	5


			John C. Huffard, Jr., age 55 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 75 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, a visual 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 63 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 based on his extensive public accounting and management experience.


			Arthur W. Coviello, Jr., age 69 Arthur W. Coviello, Jr. has served as a member of our Board of Directors since February 2018 and as our Lead Independent Director since February 2022. 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 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 56 George Alexander Tosheff has served as a member of our Board of Directors since September 2022. Mr. Tosheff has served as Senior Vice President, Chief Security Officer of VMware, Inc. since February 2022 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.


			Amit Yoran, age 52 Amit Yoran has served as our Chief Executive Officer and Chairman since December 2016 and was appointed as our President, in addition to Chief Executive Officer and Chairman, in May 2018. Mr. Yoran has served on the Board of Directors of BlackLine Systems, Inc., an enterprise software company, since January 2023. Prior to joining Tenable, Mr. Yoran served as President of RSA Solutions, Inc. from October 2014 to December 2016. Mr. Yoran received a B.S. in Computer Science from the United States Military Academy at West Point and an M.S. in Computer Science from George Washington University. Our Board of Directors believes that Mr. Yoran is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the technology and security industries.

			Niloofar Razi Howe, age 54 Niloofar Razi Howe has served as a member of our Board of Directors since May 2021. Ms. Howe has served as a Senior Operating Partner at Energy Impact Partners, a venture capital fund since 2019. Ms. Howe previously served as Chief Strategy Officer and Senior Vice President of Strategy and Operations at RSA, a global cybersecurity company, from 2015 to 2018. Ms. Howe has served on the Board of Directors of Composecure, Inc. since December 2021. Ms. Howe also 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 69 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 Partner of the Barkley Group, a consulting firm focused on effective digital transformation, and has held such positions since January 2017. Ms. Higgins has served as a member of the board of directors of Hasbro, Inc. since October 2014 and C5 Acquisition Corp since January 2022. Ms. Higgins also served as the Corporate Vice President, Worldwide Public Sector of Microsoft Corporation from 2003 to 2011. 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.


	Year Ended December 31,
(in thousands)	2022		2021
Audit Fees(1)	$	1,707	$	1,927
Audit-Related Fees(2)	271		—
Tax fees(3)	—		8
All Other Fees(4)	—		2
Total Fees	$	1,978	$	1,937


			Stephen A. Vintz Stephen A. Vintz has served as our Chief Financial Officer since October 2014. Mr. Vintz previously served as Executive Vice President and Chief Financial Officer of Vocus. 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. 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.


	Beneficial Ownership(1)
Beneficial Owner	Number of Shares	Percent of Total
5% or greater stockholders:
The Vanguard Group(2)	11,310,002	9.9%
FMR, LLC(3)	11,132,927	9.7%
BlackRock, Inc.(4)	9,876,238	8.6%

Named executive officers and directors:
Amit Yoran(5)	3,534,554	3.0%
Stephen A. Vintz(6)	1,028,326	*
Stephen A. Riddick(7)	56,721	*
Mark Thurmond(8)	26,520	*
Arthur W. Coviello, Jr.(9)	25,879	*
John C. Huffard, Jr.(10)	482,753	*
Linda Zecher Higgins(11)	5,922	*
Niloofar Razi Howe(12)	3,308	*
A. Brooke Seawell(13)	264,962	*
Raymond Vicks, Jr.(14)	1,697	*
George Alexander Tosheff(15)	5,613	*
All current executive officers and directors as a group (10 persons)(16)	5,379,534	4.5%


Name						Position
Amit Yoran						Chief Executive Officer and Chairman of the Board of Directors
Stephen A. Vintz						Chief Financial Officer
Stephen A. Riddick(1)						Former Chief Legal Officer and Corporate Secretary
Mark Thurmond(2)						Chief Operating Officer


What We Do			What We Do Not Do
•Maintain an independent Compensation Committee. Retain an independent compensation advisor. •Annual executive compensation strategy review. Multi-year vesting requirements for equity awards. •“Double-trigger” change-in-control arrangements. •Succession planning by full Board. •Annual Say-on-Pay voting. •Executive compensation “clawback” policy for our executives, including our Named Executive Officers, and stock ownership guidelines for our non-employee directors. •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.			•No guaranteed bonuses. No tax “gross ups” on payments on future post-employment compensation arrangements. •No hedging or pledging of our equity securities. •No mid-year adjustments or modifications of our cash or equity incentives in 2022, despite the recent volatile market condition. •No retirement and perquisite benefits to our executives that are not offered to employees generally.


			Environmental Stewardship


			Cybersecurity and Data Privacy


			Diversity, Equity and Inclusion


			Employee Engagement


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


Long-Term Incentive	At risk/RSUs and Variable/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) • Historically granted RSU awards or stock options with four-year vesting requirements, although the Compensation Committee has discretion to grant other equity vehicles and use different vesting requirements or performance conditions • In 2022, added PSUs to the long-term incentive program in order to more closely tie together Named Executive Officer compensation and Company performance
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 with a company matching contribution and an ESPP, and other plans and programs made available to all eligible employees


Named Executive Officer	2021 Base Salary		2022 Base Salary		Percentage Adjustment
Mr. Yoran	$	470,000	$	487,000	3.6	%
Mr. Vintz	400,000		414,000		3.5	%
Mr. Riddick	360,000		373,000		3.6	%
Mr. Thurmond	400,000		414,000		3.5	%


Named Executive Officer	2022 Target Cash Bonus Opportunity		Target Percentage of Base Salary
Mr. Yoran	$	487,000	100.0	%
Mr. Vintz	362,250		87.5	%
Mr. Riddick	186,500		50.0	%
Mr. Thurmond	362,250		87.5	%


Performance Metric	Target Performance Level (in thousands)(1)		Weighting
Revenue + Unlevered Free Cash Flow (2)	$	795,666	66.67	%
Bookings	(3)		33.33	%


Performance Metric	Actual Performance Level (in thousands)(1)		Percentage of Target
Revenue + Unlevered Free Cash Flow	$	813,902	102.3	%
Bookings	(2)		97.6	%


Named Executive Officer	Performance Period	Target Quarterly/Annual Bonus		Aggregate Weighted Average Achievement/ Payment Percentage		Actual Quarterly/Annual Bonus
Mr. Yoran	First Quarter	$	97,400	99.2	%	$	96,621
	Second Quarter	97,400		106.7	%	103,926
	Third Quarter	97,400		107.1	%	104,315
	Fourth Quarter	97,400		99.9	%	97,303
	Full Year	97,400		101.1	%	98,471
	Total 2022	$	487,000	102.8	%	$	500,636

Mr. Vintz	First Quarter	$	72,450	99.2	%	$	71,870
	Second Quarter	72,450		106.7	%	77,304
	Third Quarter	72,450		107.1	%	77,594
	Fourth Quarter	72,450		99.9	%	72,378
	Full Year	72,450		101.1	%	73,247
	Total 2022	$	362,250	102.8	%	$	372,393

Mr. Riddick	First Quarter	$	37,300	99.2	%	$	37,002
	Second Quarter	37,300		106.7	%	39,799
	Third Quarter	37,300		107.1	%	39,948
	Fourth Quarter(1)	37,300		—	%	—
	Full Year(1)	37,300		—	%	—
	Total 2022	$	186,500			$	116,749

Mr. Thurmond	First Quarter	$	72,450	99.2	%	$	71,870
	Second Quarter	72,450		106.7	%	77,304
	Third Quarter	72,450		107.1	%	77,594
	Fourth Quarter	72,450		99.9	%	72,378
	Full Year	72,450		101.1	%	73,247
	Total 2022	$	362,250	102.8	%	$	372,393


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	150,100	$	6,749,997	50,033	$	2,249,984	$	8,999,981	20.0	%
Mr. Vintz	85,056	3,824,968		28,352	1,274,990		5,099,958		24.4	%
Mr. Riddick(1)	41,694	1,874,979		13,898	624,993		2,499,972		13.6	%
Mr. Thurmond	61,708	2,775,009		20,569	924,988		3,699,997		15.6	%

SEC Form DEF 14A filed by Tenable Holdings Inc.