Arthur W. Coviello, Jr.
Tenable HoldingsAbout Arthur W. Coviello, Jr.
Arthur W. Coviello, Jr., age 71, has served on Tenable’s Board since February 2018 and became independent Board Chair in January 2025 after serving as Lead Independent Director from February 2022 to January 2025; he holds a B.B.A. in Accounting from the University of Massachusetts . The Board has affirmatively determined he is independent under Nasdaq standards; Tenable’s Board met 11 times in 2024, with all directors attending at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenable Holdings, Inc. | Lead Independent Director; Independent Board Chair | Lead Independent Director: Feb 2022–Jan 2025; Chair since Jan 2025 | Provides independent leadership; sets Board agenda with co-CEOs; facilitates Board–management communications |
| Syn Ventures | Managing Partner | Since Jun 2021 | Cybersecurity investment leadership; potential network influence to TENB |
| Rally Ventures, LLC | Venture Partner | May 2015–Jul 2022 | Venture investing experience |
| FireEye/Mandiant, Inc. | Director | Dec 2020–Oct 2022 | Public company cyber governance |
| Epiphany Technology Acquisition Corp. | Director | Nov 2020–Jan 2023 | SPAC board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial | Director | Since Nov 2015 | Consumer finance board experience; capital markets oversight |
| Syn Ventures | Managing Partner | Since Jun 2021 | Investment leadership in cybersecurity; network synergies |
Board Governance
- Committee assignments: Coviello chairs the Nominating and Corporate Governance Committee; not a member of Audit, Compensation, or Cybersecurity Risk Management Committees .
- Board leadership: Independent Chair structure deemed appropriate; Chair shapes agenda and facilitates oversight and communications with co-CEOs .
- Independence: Board determined all current directors are independent under Nasdaq standards (CEO was not independent prior to his passing) .
- Attendance: Board met 11 times in 2024; all directors attended ≥75% of Board and committee meetings; committee meeting counts in 2024—Audit: 9; Compensation: 4; Cybersecurity: 4; Nominating & Governance: 4 .
- Executive sessions: Compensation Committee and Cybersecurity Risk Management Committee meet regularly in executive session .
- Risk oversight: Board-level oversight across committees; Nominating & Governance oversees ESG and governance programs .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer | $35,000 | Paid semi-annually |
| Lead Independent Director Retainer | $20,000 | Role held by Coviello during 2024 |
| Nominating & Governance Chair Retainer | $10,000 | Chair fee |
| 2024 Fees Earned (Coviello) | $65,000 | Sum of cash fees; paid in arrears |
Performance Compensation
| Equity Grant | Grant Date | RSUs (#) | Grant Date Fair Value | Vesting | Change-in-Control Treatment | Performance Metrics |
|---|---|---|---|---|---|---|
| Annual Director RSU | May 22, 2024 | 4,607 | $199,990 | Vests on first anniversary or next annual meeting, whichever is earlier | Director RSUs vest in full upon a Change in Control per policy | None; director equity is time-based RSUs (no performance conditions) |
Other Directorships & Interlocks
| Counterparty | Nature | Detail | Potential Implication |
|---|---|---|---|
| Syn Ventures | Shared affiliation | Coviello (Managing Partner) and TENB director George A. Tosheff (Venture Partner since Jan 2025) share affiliation | Potential perceived influence or information flow; monitor related-party exposure; no related-person transactions disclosed involving Syn |
| Synchrony Financial | External public board | Coviello serves as director; TENB director Margaret Keane previously served on Synchrony’s board (2013–Apr 2023) | Historical network tie; low direct conflict today as Keane is no longer on Synchrony |
Expertise & Qualifications
- Cybersecurity and enterprise SaaS experience; board/governance, capital markets, and legal/risk credentials per TENB’s skills matrix .
- Biography highlights extensive security industry and management experience and public company board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs | Ownership Guidelines | Compliance |
|---|---|---|---|---|---|
| Arthur W. Coviello, Jr. | 35,124 | <1% | 4,607 | Directors must hold ≥5× annual cash retainer ($175,000); 5-year compliance window | All non-employee directors met guidelines as of Dec 31, 2024 |
- Hedging/pledging: Prohibited for directors and employees under TENB’s Insider Trading Policy .
Governance Assessment
- Strengths: Independent Chair with deep cyber and capital markets expertise; strong committee leadership (Nominating & Governance) and robust independence/attendance metrics .
- Alignment: Director pay mix balanced—modest cash retainers with time-based RSUs; director ownership guidelines achieved, supporting alignment with shareholders .
- Shareholder signals: 2024 Say-on-Pay support of ~92.9% indicates positive investor sentiment on compensation governance; extensive investor engagement reported in 2024 .
- Clawback and anti-hedging: SEC/Nasdaq-compliant recoupment policy; prohibitions on hedging/pledging mitigate misalignment risks .
- Potential conflicts/RED FLAGS: Syn Ventures interlock with another TENB director (Tosheff); monitor any transactions or influence (no related-person transactions disclosed involving Syn). No pledging disclosed; no loans or related-party transactions involving Coviello disclosed .
- Committee effectiveness: Use of independent compensation advisor (Compensia), documented charters, and regular executive sessions underpin oversight quality .