A. Brooke Seawell
Tenable HoldingsAbout A. Brooke Seawell
A. Brooke Seawell (age 77) has served as an independent director of Tenable Holdings since October 2017 and is currently Chair of the Audit Committee. He is a Venture Partner at New Enterprise Associates (since January 2005) and has extensive technology finance and operations experience, including serving as CFO of two public companies; he holds a B.A. in Economics and an MBA in Finance from Stanford University . The Board has affirmatively determined that all current directors, including Mr. Seawell, are independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenable Holdings, Inc. | Independent Director | Oct 2017–present | Audit Committee Chair; designated audit committee financial expert |
| New Enterprise Associates Inc. | Venture Partner | Jan 2005–present | Venture investor/operating adviser (not a Tenable committee) |
| NVIDIA Corporation | Director (public company) | Dec 1997–present | Board director; capital markets/technology oversight |
| Eargo, Inc. | Director (public company) | Sep 2020–Dec 2022 | Board director |
| Tableau Software, Inc. | Director (public company) | Nov 2011–Aug 2019 | Board director |
| Two public companies (names not specified) | Chief Financial Officer | Not disclosed | CFO experience cited as qualification |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NVIDIA Corporation | Director | Current | Long-tenured independent director |
| New Enterprise Associates Inc. | Venture Partner | Current | Venture partner since 2005 |
| Eargo, Inc. | Director | Former (ended Dec 2022) | Medical device company |
| Tableau Software, Inc. | Director | Former (ended Aug 2019) | Business intelligence software |
Board Governance
- Committee assignments and roles:
- Audit Committee: Chair; members are Messrs. Seawell (Chair), Huffard, Tosheff, Vicks; 9 meetings in 2024 .
- Compensation Committee: Members are Mses. Higgins (Chair), Howe, Keane; 4 meetings in 2024 .
- Cybersecurity Risk Management Committee: Members are Mr. Huffard (Chair), Ms. Keane, Mr. Tosheff; 4 meetings in 2024; meets regularly in executive session .
- Nominating & Corporate Governance Committee: Members are Mr. Coviello (Chair), Mses. Higgins, Howe; 4 meetings in 2024 .
- Independence and attendance:
- Board determined all current directors are independent under Nasdaq rules .
- Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership:
- Board currently chaired by independent director Arthur W. Coviello; he was Lead Independent Director from Feb 2022 to Jan 2025 .
- Audit expertise:
- Mr. Seawell is designated an “audit committee financial expert” under SEC rules .
- Executive sessions:
- Compensation Committee meets regularly in executive session .
- Cybersecurity Risk Management Committee meets regularly in executive session .
Fixed Compensation
| Component | Policy/Amount | 2024 Cash Earned |
|---|---|---|
| Annual Board Service Retainer | $35,000 per year | $35,000 |
| Audit Committee Chair Retainer | $20,000 per year | $20,000 |
| Total Cash Fees | $55,000 (sum of above) | $55,000 |
| Meeting fees | Not provided; policy uses retainers | Not applicable |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU | May 22, 2024 | 4,607 RSUs | $199,990 | Vests in full on first anniversary of grant or at next annual stockholder meeting; accelerates upon Change in Control; requires continuous service through vest date |
- Director equity compensation policy: Annual RSU grant with $200,000 grant-date fair value to each continuing non-employee director at the annual meeting; initial director grants historically ~$400,000 RSU value at appointment .
- No performance-based equity or cash metrics apply to director compensation; RSUs are time-based .
Other Directorships & Interlocks
| Entity | Relationship to TENB | Potential Interlock/Conflict |
|---|---|---|
| NVIDIA Corporation (Director) | No related-party transactions disclosed with TENB | None disclosed in related-person transactions section |
| NEA (Venture Partner) | Not a disclosed related-party to TENB | None disclosed; related-person policy requires Audit Committee review if applicable |
Expertise & Qualifications
- Audit committee financial expert designation; extensive finance and internal controls expertise .
- Capital markets and board/corporate governance experience emphasized in Board skills matrix .
- Former CFO of two public companies; technology finance and operations background; Stanford B.A. in Economics and MBA in Finance .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Directly owned shares | 9,245 | Common stock held directly |
| Administrative Trust (Trustee) | 15,000 shares | Rosemary and A. Brooke Seawell Revocable Trust (Administrative Trust) |
| Alexander Brooke Seawell Revocable Trust (Trustee) | 15,000 shares | Revocable trust holdings |
| Options exercisable within 60 days | 230,000 shares (115,000 direct; 115,000 Administrative Trust) | Vested options counted as beneficial ownership |
| Total beneficial ownership | 269,245 shares; <1% of outstanding | Based on 120,191,047 shares outstanding (3/17/2025) |
| Unvested RSUs outstanding (12/31/2024) | 4,607 RSUs | Annual director grant |
| Director ownership guideline | ≥5x annual cash retainer ($175,000) | All non-employee directors met guideline as of 12/31/2024 |
| Hedging/pledging policy | Hedging and pledging prohibited for directors | Insider Trading Policy filed; restrictions apply |
Governance Assessment
- Strengths and positive signals:
- Longstanding public-company board experience (NVIDIA since 1997) and deep finance expertise; designated audit committee financial expert, bolstering audit oversight quality .
- Clear independence determination; strong attendance; structured committee oversight including executive sessions across key committees .
- Director compensation aligned with market norms: modest cash retainers and time-based RSUs; stock ownership guidelines met, supporting alignment with shareholders .
- No related-party transactions disclosed involving Mr. Seawell; robust related-person transaction policy overseen by Audit Committee .
- Potential watch items:
- Multiple significant external commitments (NVIDIA board; NEA venture partner) require continued monitoring of workload and bandwidth, though no conflicts are disclosed .
- Age and tenure considerations for board refreshment; Nominating & Corporate Governance Committee actively manages board composition and refreshment .
- Broader governance/compensation context:
- Company’s 2024 Say-on-Pay support was ~92.9%, indicating investor alignment with compensation practices; Compensation Committee uses independent consultant (Compensia) and maintains clawback oversight .
Overall, Mr. Seawell’s audit leadership, independence, attendance, and ownership compliance support investor confidence. No conflicts or related-party exposures are disclosed; hedging/pledging prohibitions further align director behavior with shareholder interests .