Tenable (TENB) Proxy filing summary

Executive summary

• Fiscal 2025 saw significant leadership changes, including the adoption of a Co-CEO structure and key executive hires, while maintaining focus on cybersecurity risk reduction and innovation in AI security.

• Achieved $999.4 million in revenue (up 11% YoY), $1.049 billion in calculated current billings, and a 21.9% non-GAAP operating margin, with $277 million in unlevered free cash flow.

• Repurchased 10.6 million shares for $362 million and increased repurchase authorization, reflecting confidence in long-term value.

• Acquired Vulcan Cyber and Apex Security, launched new AI and cloud security products, and received multiple industry recognitions.

Voting matters and shareholder proposals

• Election of three directors (John C. Huffard, Jr., A. Brooke Seawell, Raymond Vicks, Jr.) for terms expiring at the 2029 Annual Meeting.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote to approve named executive officer compensation (Say-on-Pay).

• Advisory vote on the frequency of future Say-on-Pay votes, with the Board recommending annual votes.

Board of directors and corporate governance

• Board consists of ten members, with a majority deemed independent under Nasdaq standards.

• Board chaired by an independent director; leadership structure separates Chair and CEO roles.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Cybersecurity Risk Management.

• Board and committees met regularly, with all directors attending at least 75% of meetings.

• Board refreshment and diversity considered in director nominations.