Sector: Information Technology
TENABLE HOLDINGS INC · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Huffard has served on the board since 2002 and the stock has lost over 60% in three years while the technology sector ETF (XLK) gained 84%, a gap of 145 percentage points that far exceeds the 30-point threshold required to trigger a vote against; the five-year record (-52.6% vs XLK) shows the same severe underperformance, so no long-term mitigant applies.
Seawell has served on the board since 2017 and the stock has lost over 60% in three years while the technology sector ETF (XLK) gained 84%, a gap of 145 percentage points that far exceeds the 30-point threshold; the five-year record is similarly poor, so no long-term mitigant applies.
Vicks joined the board in January 2022 — more than 24 months ago — so he is not exempt from the performance trigger; the stock has lost over 60% in three years against XLK's 84% gain, a 145-point gap that far exceeds the 30-point threshold for companies with negative absolute returns, and the five-year record offers no relief.
For Analysis
All three Class II nominees are voted AGAINST due to severe and sustained stock underperformance: Tenable's shares have lost roughly 61% over three years while the technology sector ETF (XLK) gained 84%, a gap of 145 percentage points that far exceeds the policy's 30-point trigger threshold for companies with negative absolute returns. The five-year track record (-52.6% vs XLK) confirms this is not a transient dip, so the policy's long-term mitigant does not apply. No named peer group was disclosed in the proxy, so the sector ETF (XLK) is used as the fallback benchmark per policy.
CEO
Stephen A. Vintz
Total Comp
$11,862,340
Prior Support
95%%
The compensation committee more than doubled each Co-CEO's long-term equity award — from roughly $5.25 million and $5.1 million in 2024 to $11.0 million each in 2025 — at the same time the stock fell approximately 50% in a single year and has lost over 60% over three years while the technology sector (XLK) gained 84%. While the committee's rationale for the increase (expanded Co-CEO duties) has some merit, the magnitude of the equity awards places total compensation well above what would be expected for a $2.1 billion market-cap technology company, and the policy's pay-for-performance alignment check requires a vote against when variable pay is above benchmark and three-year total shareholder return underperforms the sector by more than 20 percentage points — a gap here of 145 points. The prior year's 95% support does not override the current year's assessment because compensation structure has materially changed in a direction unfavorable to shareholders.
Auditor
Ernst & Young LLP
Tenure
11 yrs
Audit Fees
$1,902,000
Non-Audit Fees
$576,000
Ernst & Young has audited Tenable since 2014 (approximately 11 years, well below the 25-year concern threshold), and total non-audit fees (audit-related, tax, and other fees combined: $576,000) represent approximately 30% of core audit fees ($1,902,000), which is comfortably below the 50% threshold that would raise independence concerns.
The 2026 Tenable ballot presents a mixed picture: all three director nominees are voted against due to catastrophic stock underperformance (-60.8% over three years versus the XLK technology ETF's +84.2% gain, a 145-point gap), and Say on Pay is also voted against because the compensation committee more than doubled Co-CEO equity awards in a year when the stock fell 50%, creating a stark pay-for-performance misalignment; the auditor ratification is the sole proposal receiving a favorable vote, as Ernst & Young's fees and tenure present no independence concerns.
