Document

DEF 14A 1 tenable-2022proxy.htm DEF 14A Document

SCHEDULE 14A INFORMATION

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

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ý Definitive Proxy Statement

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¨ Soliciting Material Pursuant to § 240.14a-12

Tenable Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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¨ 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.

6100 Merriweather Drive, 12th Floor

Columbia, Maryland 21044

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 25, 2022

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of TENABLE HOLDINGS, INC., a Delaware corporation (the "Company"). The Annual Meeting will be held on Wednesday, May 25, 2022 at 1:00 p.m. Eastern Time and will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. The 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. The meeting will be held for the following purposes:

1. To elect the Board of Directors’ nominees, Amit Yoran, Linda Zecher Higgins, and Niloofar Razi Howe, to the Board of Directors to hold office until the 2025 Annual Meeting of Stockholders.

2. To ratify 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, 2022.

3. To approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers as disclosed in this proxy statement.

4. To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is March 31, 2022. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

Stephen A. Riddick
General Counsel and Corporate Secretary

Columbia, MD
April 13, 2022


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			8
PROPOSAL 1 ELECTION OF DIRECTORS			15
Information Regarding the Board of Directors and Corporate Governance			20
Independence of the Board of Directors			20
Role of the Board in Risk Oversight			21
Meetings of the Board of Directors			21
Information Regarding Committees of the Board of Directors			22
Audit Committee			22
Compensation Committee			24
Nominating and Corporate Governance Committee			26
Stockholder Communications with the Board of Directors			27
Code of Ethics			28
PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Fees and Services			29
Pre-Approval Policies and Procedures			30
PROPOSAL 3 ADVISORY VOTE TO APPROVE THE NAMED EXECUTIVE OFFICER COMPENSATION			31
Corporate Social Responsibility			32
Executive Officers			35
Security Ownership of Certain Beneficial Owners and Management			36
Executive Compensation			39
Executive Summary			39
Executive Compensation Philosophy and Objectives			42
Compensation Elements			44
Compensation-Setting Process			50
Employment Arrangements			53
Post-Employment Compensation			53
Other Compensation Policies			54
Tax and Accounting Considerations			55
Summary Compensation Table			56
Grants of Plan-Based Awards			57
Outstanding Equity Awards			58
Options Exercised and Stock Vested			59
Employment Agreements with Our Named Executive Officers			59
Potential Payments Upon Termination or Change in Control			61
CEO Pay Ratio			62
Director Compensation			63
Securities Authorized for Issuance Under Equity Compensation Plans			66
Transactions With Related Persons and Indemnification			67
Related-Person Transactions Policy and Procedures			67
Certain Related Person Transactions			67
Indemnification			68
Householding of Proxy Materials			69
Other Matters			70
Appendix: Reconciliation of Non-GAAP Measures			71

To Our Stockholders,

The last year has both highlighted the criticality of cybersecurity in every aspect of modern life and tested the foundational strength of our business. I am particularly proud of the way our employees have risen to the challenge of navigating this complex world where ransomware, breaches and nation-state threats regularly make the news. Tenable has been there, at every step along the way, to help our customers understand and reduce their cybersecurity risk, helping keep their businesses safer while accelerating their ability to innovate.

Our commitment to our customers

2021 was a year of milestones on many fronts, including a dramatic rise in high-profile cyber problems. As bad actors evolve from retrieving personal identification to crippling businesses and our communities, we remain completely focused on enabling our customers to answer the one question that is most critical to any digital enterprise: “How Secure Am I?” Our customer base has embraced digital transformation and all that it entails – shifting to the cloud and hyper-distributed modern applications. These same customers increasingly recognize that every new technology investment, every computer and asset type is interconnected and introduces risk. Tenable is working hand-in-glove with more than 40,000 organizations to help them expand their vulnerability management (VM) discipline to other areas of their infrastructure so they can understand and reduce their exposure to risk across software, identity and configurations.

During the year we delivered a platform that can provide our customers with the leverage they need by securing their tech investments so they can accelerate innovation. Tenable.ep brings our point solutions together to deliver the holistic insights and analytics modern enterprises require. We’re helping them understand how areas of attack are interconnected with an integrated solution and a complete picture of cyber risks. We are delivering unified visibility into code, configurations, assets and workloads. Because cyber risk is business risk, Tenable.ep helps organizations understand security concerns in the broader context of their business priorities. Tenable.ep combines the best of our past and present, establishing a better together framework that will serve our customers now as well as over the long term.

Our commitment to corporate social responsibility

In April of 2021, we published our first corporate sustainability report. We outlined our commitment to the environment, to our people and the investments we've made to foster this goal.

We know that Tenable is stronger because we bring different and inclusive perspectives to the table. What’s more, we are 100% focused on making Tenable a premier employer -- a company where people can thrive and succeed with meaningful careers. To that end, we instituted a number of initiatives to enhance the employee experience, including:

•Two days annually for career development,

•Enhanced learning opportunities, including diversity, equity and inclusion training,

•Remote work flexibility,

•Offices closed every Friday in August, and

•Annual equity grants to all eligible employees in good standing.

Nothing has made me more proud than watching the heroic efforts of our team throughout the last year. Their dedication to our customers, to our partners and to each other are constant. We will


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.


Board Diversity Matrix (As of March 31, 2022)
	Female	Male
Total Number of Directors	9
Part I: Gender Identity
Directors	3	6
Part II: Demographic Background
African American or Black	0	1
White	3	5


			Amit Yoran, age 51 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. 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. 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 53 Niloofar Razi Howe has served as a member of our Board of Directors since May 2021. Since 2019, Ms. Howe has served as a senior operating partner at Energy Impact Partners, a venture capital fund. 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. degree 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 68 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. Prior to that time, she served as the President and Chief Executive Officer, and a member of the board of directors, of Houghton Mifflin Harcourt Company from September 2011 to September 2016. Ms. Higgins has served as a member of the board of directors of Hasbro, Inc. since August 2014. 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.


			John C. Huffard, Jr., age 54 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 prior role as our Chief Operating Officer.

			A. Brooke Seawell, age 74 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 and Eargo, Inc., a medical device company, since September 2020. He previously served on the board of directors of 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 62 Raymond Vicks, Jr. has served as a member of our Board of Directors since January 2022. Mr. Vicks previously served as Managing Partner at the BMV Group, a position he held from August 2017 until his retirement in 2019. Mr. Vicks also served as the Chief Financial Officer of the HSC Health Care System from 2015 to 2019. 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 his B.S. in accounting from Virginia Tech and his M.P.H. from George Washington University. 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 68 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 is a Venture Partner at Rally Ventures, LLC, a position he has held since May 2015. Mr. Coviello has served on the boards of directors of Synchrony Financial since November 2015, Mandiant, Inc. (f/k/a FireEye, Inc.) since December 2020, and Epiphany Technology Acquisition Corp. since November 2020. He previously served on the boards of directors of Gigamon, Inc. from April 2017 until its acquisition in December 2017 and EnerNOC, Inc. from June 2009 until its acquisition in August 2017. Mr. Coviello received a B.B.A. in Business Administration 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.

			Kimberly L. Hammonds, age 54 Kimberly L. Hammonds has served as a member of our Board of Directors since June 2018. Ms. Hammonds founded the Mangrove Digital Group, LLC in May 2018. She previously served as Group Chief Operating Officer of Deutsche Bank AG, a global financial services company, from January 2016 to June 2018, and as a member of the management board of Deutsche Bank from August 2016 to June 2018. Ms. Hammonds has served on the boards of directors of Box, Inc. since October 2018, Zoom Video Communications since September 2018, UiPath Inc since October 2020, and previously served on the boards of directors of Red Hat Inc. from August 2015 to July 2019 and Cloudera, Inc. from March 2017 to January 2020. Ms. Hammonds received a B.S. in Mechanical Engineering from the University of Michigan and an M.B.A. from Western Michigan University. Our Board of Directors believes that Ms. Hammonds is qualified to serve as a director based on her extensive management experience and her experience as a director of public technology companies.

			Jerry M. Kennelly, age 71 Jerry M. Kennelly has served as a member of our Board of Directors since May 2018. Mr. Kennelly is the Chairman and Chief Executive Officer of Scandic Capital, LLC, an investment firm, a position he has held since April 2018. Prior to joining Scandic, Mr. Kennelly co-founded Riverbed Technology, Inc., a network infrastructure company, in 2002, and served as its Chairman and Chief Executive Officer from May 2002 to April 2018. Mr. Kennelly served on the board of directors of Nimble Storage, Inc., a flash storage company, from April 2013 to April 2017 when Nimble Storage was acquired by Hewlett Packard Enterprise Company. Mr. Kennelly received a B.A. in Political Economy from Williams College and an M.S. in Accounting from New York University. Our Board of Directors believes that Mr. Kennelly is qualified to serve as a director based on his extensive operating and executive management experience with technology companies and his experience as a director of public technology companies.


	Year Ended December 31,
(in thousands)	2021		2020
Audit Fees(1)	$	1,927	$	1,491

Tax fees(2)	8		—
All Other Fees(3)	2		56
Total Fees	$	1,937	$	1,547


			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.

			Stephen A. Riddick Stephen A. Riddick has served as our General Counsel since May 2016 and was appointed as our Corporate Secretary, in addition to General Counsel, in May 2018. Prior to joining Tenable, Mr. Riddick served in a number of roles, including Global Associate General Counsel, at Linde plc (fka Praxair, Inc.), a publicly traded producer and distributor of industrial gases and related technologies, from September 2010 to February 2016. Mr. Riddick has served on the board of directors of Bowman Consulting Group since May 2021. Mr. Riddick received a B.A. in Economics from the University of Virginia and a J.D. from the University of North Carolina School of Law.


	Beneficial Ownership(1)
Beneficial Owner	Number of Shares	Percent of Total
5% or greater stockholders:
FMR LLC(2)	11,408,981	10.4
The Vanguard Group(3)	9,304,960	8.4
BlackRock, Inc.(4)	7,645,642	6.9

Named executive officers and directors:
Amit Yoran(5)	3,577,403	3.2
Stephen A. Vintz(6)	855,515	*
Stephen A. Riddick(7)	56,719	*
Arthur W. Coviello, Jr.(8)	78,423	*
John C. Huffard, Jr.(9)	477,791	*
Kimberly L. Hammonds	—	*
Linda Zecher Higgins(10)	6,330	*
Niloofar Razi Howe	—	*
Jerry M. Kennelly(11)	118,830	*
A. Brooke Seawell(12)	260,000	*
Raymond Vicks, Jr.	—	*
All current executive officers and directors as a group (11 persons)(13)	5,431,011	4.8%


Name						Position
Amit Yoran						Chief Executive Officer and Chairman of the Board of Directors
Stephen A. Vintz						Chief Financial Officer
Stephen A. Riddick						General Counsel and Corporate Secretary


What We Do			What We Do Not Do
•Seek to tie pay to performance and stockholder value creation, while retaining top talent. •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. •Executive retirement & perquisite benefits are limited to those offered to employees generally. •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 2021 due to the COVID-19 pandemic and the recent volatile market condition.


			Governance of Sustainability


			Environmental Stewardship


			Cybersecurity


			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: executives 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
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 CEO • Bonus payments earned 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	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 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 determined based on various factors, including company and individual performance, retention value of outstanding equity holdings, and competitive market analysis, and recommendations of our 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
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	2020 Base Salary		2021 Base Salary		Percentage Adjustment
Mr. Yoran	$	450,000	$	470,000	4.4	%
Mr. Vintz	375,000		400,000		6.7	%
Mr. Riddick	330,000		360,000		9.1	%


Named Executive Officer	2021 Target Cash Bonus Opportunity		Target Percentage of Base Salary
Mr. Yoran	$	470,000	100.0	%
Mr. Vintz	350,000		87.5	%
Mr. Riddick	180,000		50.0	%


Performance Metric	Target Performance Level (in thousands)		Weighting
Revenue + Unlevered Free Cash Flow (1)	$	604,066	66.67	%
Bookings	(2)		33.33	%


Performance Metric	Actual Performance Level (in thousands)		Percentage of Target
Revenue + Unlevered Free Cash Flow	$	636,312	105.3	%
Bookings	(1)		(1)


Named Executive Officer	Performance Period	Target Quarterly/Annual Bonus		Aggregate Weighted Average Achievement/ Payment Percentage		Actual Quarterly/Annual Bonus
Mr. Yoran	First Quarter	$	94,000	112.8	%	$	106,032
	Second Quarter	94,000		108.2	%	101,708
	Third Quarter	94,000		107.7	%	101,238
	Fourth Quarter	94,000		110.6	%	103,964
	Full Year	94,000		107.5	%	101,050
	Total 2021	$	470,000			$	513,992

Mr. Vintz	First Quarter	$	70,000	112.8	%	$	78,960
	Second Quarter	70,000		108.2	%	75,740
	Third Quarter	70,000		107.7	%	75,390
	Fourth Quarter	70,000		110.6	%	77,420
	Full Year	70,000		107.5	%	75,250
	Total 2021	$	350,000			$	382,760

Mr. Riddick	First Quarter	$	36,000	112.8	%	$	40,608
	Second Quarter	36,000		108.2	%	38,952
	Third Quarter	36,000		107.7	%	38,772
	Fourth Quarter	36,000		110.6	%	39,817
	Full Year	36,000		107.5	%	38,700
	Total 2021	$	180,000			$	196,849


Named Executive Officer	Restricted Stock Unit Award (shares)	Restricted Stock Unit Award (grant date fair value)		Year-over-Year Change
Mr. Yoran	171,037	$	7,500,000	13.6	%
Mr. Vintz	93,500	4,100,000		2.5	%
Mr. Riddick	50,171	2,200,000		22.2	%


Anaplan	Guidewire Software	Qualys
Blackline	Hubspot	Rapid7
Box	New Relic	Sailpoint Technologies
Cloudera	Paylocity	Secureworks
Cornerstone onDemand	Proofpoint	Varonis Systems
Mandiant (f/k/a FireEye)	Q2 Holdings	Zendesk
Five9


Remove:			Add:
•Proofpoint •Cloudera •HubSpot •SecureWorks			•Blackbaud •Commvault Systems •Elastic N.V. •Momentive Global


Name and Principal Position	Year	Salary		Stock Awards(1)		Non-Equity Incentive Plan Compensation(2)		All Other Compensation(4)		Total
Amit Yoran(3) Chief Executive Officer and Chairman	2021	$	466,667	$	7,499,972	$	513,992	$	—	$	8,480,631
	2020	441,667		6,599,993		409,008		300		7,450,968
	2019	400,000		6,199,989		423,780		—		7,023,769
Stephen A. Vintz Chief Financial Officer	2021	395,833		4,099,975		382,760		11,600		4,890,168
	2020	370,833		3,999,987		295,394		11,742		4,677,956
	2019	350,000		3,999,988		238,376		11,200		4,599,564
Stephen A. Riddick General Counsel and Corporate Secretary	2021	355,000		2,199,998		196,849		11,600		2,763,447
	2020	328,333		1,799,998		149,969		11,717		2,290,017
	2019	320,000		1,399,974		158,918		11,200		1,890,092


	Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		All Other Stock Awards: Number of Shares of Stock or Units (#)(1)	Grant Date Fair Value of Stock Awards ($)
Amit Yoran	(2)	$	—	$	470,000	$	—
	2/17/2021							171,037	$	7,499,972
Stephen A. Vintz	(2)	—		350,000		—
	2/17/2021							93,500	4,099,975
Stephen A. Riddick	(2)	—		180,000		—
	2/17/2021							50,171	2,199,998


	Option Awards(1)							Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price(2)		Option Expiration Date	Number of Shares of Stock That Have Not Vested (#)		Market Value of Shares of Stock That Have Not Vested(3)
Amit Yoran	1/18/2017	2,319,524	—		$	4.25	1/18/2027
	6/21/2018	353,533	212,124	(4)	16.21		6/21/2028
	2/20/2019	—	—					66,219	(5)	$3,646,680
	2/19/2020	—	—					130,953	(8)	7,211,582
	2/17/2021	—	—					171,037	(9)	9,419,008
Stephen A. Vintz	12/16/2014(6)	305,500	—		2.36		12/16/2024
	6/30/2016	105,000	—		4.15		6/30/2026
	6/21/2018	317,575	105,859	(7)	16.21		6/21/2028
	2/20/2019	—	—					42,721	(5)	2,352,645
	2/19/2020	—	—					79,366	(8)	4,370,686
	2/17/2021	—	—					93,500	(9)	5,149,045
Stephen A. Riddick	6/21/2018	21,780	43,562	(4)	16.21		6/21/2028
	2/20/2019	—	—					14,955	(5)	823,572
	2/19/2020	—	—					35,715	(8)	1,966,825
	2/17/2021	—	—					50,171	(9)	2,762,917


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Amit Yoran	255,000	$	10,613,107	154,823	$	6,917,577
Stephen A. Vintz	200,000	8,383,419		95,903	4,284,330
Stephen A. Riddick	216,140	8,717,447		39,737	1,776,274


	Death/Disability				Non-CIC Termination				CIC Termination
Name	Cash Severance(1)		Equity Severance(2)		Cash Severance(3)		Equity Severance(2)		Cash Severance(4)		Equity Severance(2)
Amit Yoran	$	894,648	$	16,630,589	$	894,648	$	8,243,022	$	1,834,648	$	28,520,408
Stephen A. Vintz	17,421		9,519,731		537,331		2,056,821		887,331		15,986,057
Stephen A. Riddick	9,417		4,729,742		431,085		1,692,742		611,085		7,246,133


Name(1)	Fees Earned or Paid in Cash		Stock Awards(2)(3)		Total
Arthur W. Coviello, Jr.	$	53,000	$	199,969	$	252,969
Kimberly L. Hammonds	49,000		199,969		248,969
Niloofar Razi Howe	20,500		399,978		420,478
John C. Huffard, Jr.	35,000		199,969		234,969
Jerry M. Kennelly	48,500		199,969		248,469
Ping Li (4)	—		—		—
A. Brooke Seawell	55,000		199,969		254,969
Richard M. Wells(4)	—		—		—
Linda Zecher Higgins	45,000		199,969		244,969


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (b)(1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c)(2)
Equity compensation plans approved by stockholders	12,693,240	$	9.88	25,963,039
Equity compensation plans not approved by stockholders	—	—		—
Total	12,693,240	$	9.88	25,963,039


	Year Ended December 31,
(in millions)	2021		2020
Employee stock purchase plan activity	$	(0.3)	$	0.9
Acquisition-related expenses	(6.5)		(0.7)
Tax payment on intra-entity transfer	2.8		—
Proceeds from lease incentives	—		14.2
Capital expenditures related to new headquarters	(0.9)		(17.2)


	Year Ended December 31,
(dollars in thousands)	2021		2020
Loss from operations	$	(41,768)	$	(36,433)
Stock-based compensation	79,405		59,573
Acquisition-related expenses	6,901		339
Amortization of acquired intangible assets	6,447		2,314
Non-GAAP income from operations	$	50,985	$	25,793


	Year Ended December 31,
(in thousands, except for per share amounts)	2021		2020
Net loss	$	(46,677)	$	(42,731)
Stock-based compensation	79,405		59,573
Tax impact of stock-based compensation(1)	617		1,299
Acquisition-related expenses(2)	6,901		339
Amortization of acquired intangible assets(3)	6,447		2,314
Tax impact of acquisitions(4)	(10,560)		—
Tax impact of intra-entity asset transfer(5)	2,808		—
Non-GAAP net income	$	38,941	$	20,794

Net loss per share, diluted	$	(0.44)	$	(0.42)
Stock-based compensation	0.75		0.59
Tax impact of stock-based compensation(1)	0.01		0.01
Acquisition-related expenses(2)	0.06		—
Amortization of acquired intangible assets(3)	0.06		0.02
Tax impact of acquisitions(4)	(0.10)		—
Tax impact of intra-entity asset transfer(5)	0.03		—
Adjustment to diluted earnings per share<

SEC Form DEF 14A filed by Tenable Holdings Inc.