DEF: Tenable Holdings Announces 2025 Annual Meeting and Highlights 2024 Achievements
Proxy Statement
Tenable Holdings sets date for its 2025 Annual Meeting of Stockholders and recaps a year of growth, strategic acquisitions, and financial improvements.
Summary
- Tenable Holdings will hold its Annual Meeting of Stockholders on May 14, 2025, via webcast.
- Stockholders of record as of March 17, 2025, are eligible to vote.
- The meeting will include the election of directors, ratification of Ernst & Young LLP as the independent accounting firm, and an advisory vote on executive compensation.
- In 2024, Tenable acquired Eureka Security, released AI Aware, and extended exposure management capabilities to cloud data and AI.
- The company's calculated current billings increased by 11% year-over-year to $969.5 million.
- Tenable's non-GAAP operating margin improved to 20%, a 500 basis point increase year-over-year.
- Unlevered free cash flow grew by 36% year-over-year to $237.8 million.
- Revenue reached $900 million, a 13% increase year-over-year.
- The company repurchased 2.3 million shares of its common stock for $100 million.
- Looking ahead to 2025, Tenable expects to invest in R&D and sales and marketing at an increased rate and deliver over one billion dollars in calculated current billings.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with strong financial results and strategic initiatives. While there are some negatives, the overall tone is optimistic and forward-looking.
Positives
- Calculated current billings increased by 11% year-over-year.
- Non-GAAP operating margin improved by 500 basis points year-over-year.
- Unlevered free cash flow increased by 36% year-over-year.
- Revenue increased by 13% year-over-year.
- The company received credit upgrades from Moody's and S&P.
- Tenable acquired Eureka Security, enhancing its cloud data security posture management capabilities.
- GAAP loss from operations improved significantly compared to the previous year.
- The company is on track to deliver over one billion dollars in calculated current billings in 2025.
Negatives
- The company still reported a GAAP net loss of $36.3 million for 2024, although this is an improvement from the $78.3 million loss in 2023.
- The company's cash bonuses were paid out below target at 98.4%.
Risks
- The proxy statement contains forward-looking statements that are subject to risks and uncertainties.
- The company expects to invest in R&D and sales and marketing at an increased rate in 2025, which could impact profitability if these investments do not yield the expected returns.
- The company's future performance is subject to risks and uncertainties described in its Annual Report on Form 10-K.
Future Outlook
Tenable expects to invest in R&D and sales and marketing at an increased rate in 2025 to position itself for success in the Exposure Management market and is on track to deliver over one billion dollars in calculated current billings this year.
Management Comments
- 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.
- We believe this enables us to advance AI-driven exposure management to transform how customers predict, prioritize and mitigate risk across the security stack.
- 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.
Industry Context
Tenable is positioning itself as a leader in the exposure management market, which is seen as an evolution of vulnerability management. The company is focused on addressing the risks associated with cloud adoption, identity compromises, and the proliferation of OT, IoT, and unmanaged devices.
Comparison to Industry Standards
- The document mentions that Tenable ranked first in device vulnerability management market share for the sixth consecutive year by IDC, indicating a strong position relative to competitors in that specific segment.
- The document does not provide enough information to make a detailed comparison to industry standards or specific comparable companies in terms of financial performance or other metrics.
- The document mentions a compensation peer group consisting of companies such as Alteryx, Elastic, Rapid7, and others, but does not provide a direct comparison of Tenable's performance against these peers.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Amit Yoran | Stephen A. Vintz and Mark Thurmond (Co-CEOs) | December 5, 2024 | Temporary medical leave of absence for Amit Yoran, followed by his passing. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Board Leadership | Arthur W. Coviello, Jr. became Chair of the Board in January 2025, replacing Amit Yoran. | January 2025 | Reinforces the independence of the Board. |
| Compensation Recoupment Policy | The Compensation Committee adopted the Companys Incentive Compensation Recoupment Policy replacing the Companys previous Policy for Recoupment of Incentive Compensation. | November 2023 | In the event of an accounting restatement the Compensation Committee, as the committee of the Board responsible for administering the policy, is authorized to recover certain incentive-based compensation paid to an executive officer of the Company on or after October 2, 2023 to the extent such incentive-based compensation was erroneously paid on the basis of financial results in respect of any of our three most recently completed fiscal years preceding the restatement. |
Related Party Transactions
- Ron Schonberger, brother of former CEO Amit Yoran, and Frank Vintz, brother of Co-CEO Stephen A. Vintz, are employed by Tenable and received total compensation of approximately $500,000 each in 2024.
Stakeholder Impact
- Stockholders: The company's improved financial performance and stock repurchase program are positive for stockholders.
- Employees: The company's commitment to employee development and benefits is positive for employees.
- Customers: The company's focus on innovation and expanding its product offerings is positive for customers.
- Partners: The company's partner program and industry recognitions are positive for partners.
Next Steps
- Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
- The Board of Directors will conduct a search for a permanent Chief Executive Officer.
- The company will continue to invest in R&D and sales and marketing to drive growth in the exposure management market.
- The company will continue to engage with stockholders on executive compensation and corporate governance issues.
Key Dates
| Date | Description |
|---|---|
| March 2, 2012 | Date of the Mary Kathryn Braden Huffard Revocable Trust U/T/A and The John Cloyd Huffard Jr Revocable Trust U/T/A. |
| October 2014 | Stephen A. Vintz joined Tenable as Chief Financial Officer. |
| June 30, 2016 | Grant date of stock options to Stephen A. Vintz. |
| October 2016 | Tenable entered into an offer letter with Amit Yoran. |
| January 18, 2017 | Grant date of stock options to Amit Yoran. |
| February 2017 | Tenable issued an addendum to the offer letter with Amit Yoran. |
| March 2017 | Frank Vintz, brother of Stephen A. Vintz, joined Tenable. |
| February 2018 | Arthur W. Coviello, Jr. joined the Board of Directors. |
| July 2018 | Tenable's initial public offering (IPO). |
| May 2018 | John C. Huffard, Jr. became Chief Operating Officer. |
| February 2019 | Tenable entered into amended and restated employment agreements with Named Executive Officers. |
| August 2019 | Linda Zecher Higgins joined the Board of Directors. |
| February 2020 | Mark Thurmond joined Tenable as Chief Operating Officer. |
| February 17, 2021 | Grant date of stock awards to Amit Yoran and Mark Thurmond. |
| May 2021 | Niloofar Razi Howe joined the Board of Directors. |
| January 2022 | Raymond Vicks, Jr. joined the Board of Directors. |
| February 2022 | Arthur W. Coviello, Jr. became Lead Independent Director. |
| September 2022 | George Alexander Tosheff joined the Board of Directors. |
| November 2022 | Cybersecurity Risk Management Committee elevated to a fully functioning committee of the Board. |
| June 2023 | Margaret Keane joined the Board of Directors. |
| July 2023 | Linda Zecher Higgins was hired as the Chief Executive Officer of IronNet, Inc. |
| October 2023 | IronNet filed a voluntary Chapter 11 restructuring plan. |
| November 15, 2023 | Filing date of the Second Amended and Restated Bylaws. |
| December 5, 2024 | Amit Yoran began a temporary medical leave of absence; Stephen Vintz and Mark Thurmond appointed Co-CEOs. |
| December 31, 2024 | End of the fiscal year 2024. |
| January 3, 2025 | Amit Yoran passed away. |
| January 4, 2025 | Stephen Vintz and Mark Thurmond continued to serve as Co-CEOs. |
| February 2025 | The Compensation Committee reviewed the target short-term cash incentive bonus opportunities of our Named Executive Officers in place for 2024. |
| March 17, 2025 | Record date for the Annual Meeting. |
| April 3, 2025 | Date of the proxy statement. |
| May 13, 2025 | Deadline for submitting questions or comments for the Annual Meeting. |
| May 14, 2025 | Annual Meeting of Stockholders. |
| December 4, 2025 | Deadline for stockholder proposals for inclusion in next year's proxy materials. |
| January 14, 2026 | Start of the period for submitting notice of director nominations or other business for the 2026 Annual Meeting. |
| February 13, 2026 | End of the period for submitting notice of director nominations or other business for the 2026 Annual Meeting. |
| 2026 | Next scheduled Say-on-Pay vote will be at the 2026 Annual Meeting. |
Keywords
Tenable, Annual Meeting, Exposure Management, Cybersecurity, Financial Results, Board of Directors, Executive Compensation, Eureka Security, Stock Repurchase, Revenue, Billings, Free Cash Flow
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