George Alexander Tosheff
Tenable HoldingsAbout George Alexander Tosheff
George Alexander Tosheff, age 58, has served on Tenable’s Board since September 2022 and is classified as a continuing director with a term running until the 2027 annual meeting; he holds a B.S. in Physics from California State University and was formerly VMware’s Chief Security Officer (SVP) from February 2022 to April 2024, following service as VP, CSO since 2014 . The Board has affirmatively determined that all current directors, including Mr. Tosheff, are independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. (acquired by Broadcom) | Senior Vice President, Chief Security Officer | Feb 2022 – Apr 2024 | Led enterprise cybersecurity, aligning security posture with business strategy |
| VMware, Inc. | Vice President, Chief Security Officer | 2014 – Feb 2022 | Built and matured enterprise security program |
| Tenable Customer Advisory Board | Member | 2017 – Sep 2022 | Provided customer-centric product/security feedback |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Syn Ventures | Venture Partner | Jan 2025 – present | Board interlock exists as Tenable Chair Arthur Coviello is Managing Partner at Syn Ventures |
| Other public company boards | None disclosed | — | No other public company directorships are identified in Tenable’s proxy |
Board Governance
- Committee memberships: Audit Committee (member) and Cybersecurity Risk Management Committee (member) .
- Committee chair roles: None; committee chairs are Seawell (Audit), Huffard (Cybersecurity Risk), Higgins (Compensation), Coviello (Nominating & Corporate Governance) .
- Meetings and attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings during their service period; all then-serving directors attended the 2024 annual meeting .
- Independence status: Board has affirmatively determined all current directors are independent under Nasdaq standards; Audit Committee members are independent (Rule 5605(c)(2)(A)(i)-(ii), Rule 10A-3) .
- Financial expert designation: Audit Committee financial experts are Seawell and Vicks (Tosheff is not designated a financial expert) .
| Board Committee | Role | 2024 Meetings Held |
|---|---|---|
| Audit Committee | Member | 9 |
| Cybersecurity Risk Management Committee | Member | 4 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board annual cash retainer | $35,000 |
| Audit Committee member fee | $10,000 |
| Cybersecurity Risk Management Committee member fee | $5,000 |
| Total cash fees earned | $50,000 |
Performance Compensation
- Equity structure: Non-employee directors receive annual RSU grants with grant date fair value of $200,000; RSUs vest on the first anniversary or at the next annual meeting, with full vesting upon change in control (subject to continued service) .
- 2024 actuals: Tosheff received Stock Awards with grant date fair value of $199,990 and was granted 4,607 RSUs on May 22, 2024 (company-wide director grant); he held 7,895 RSUs outstanding as of December 31, 2024 .
- Performance metrics: None disclosed for director equity; RSUs are time-vesting (no director-specific performance measures) .
| Equity Detail | Value/Units | Vesting |
|---|---|---|
| Annual RSU grant policy | $200,000 grant date fair value | Vests fully on first anniversary or next annual meeting; accelerates on change in control (service-based) |
| 2024 Stock Awards (grant-date fair value) | $199,990 | As granted in 2024 |
| RSUs granted on May 22, 2024 | 4,607 units | Earlier of first anniversary or next annual meeting; accelerated in specified circumstances |
| RSUs held (12/31/2024) | 7,895 units | Per outstanding awards |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | None disclosed for Tosheff |
| Interlocks | Syn Ventures affiliation: Tosheff (Venture Partner) and Tenable Chair Arthur Coviello (Managing Partner) |
| Independence confirmation | Board determined all directors are independent, with no disqualifying relationships |
| Related-party transactions | Proxy discloses certain related transactions involving relatives of other executives; no transactions disclosed involving Tosheff |
Expertise & Qualifications
- Cybersecurity experience; Enterprise SaaS experience; Financial reporting/accounting/internal controls experience; Legal and/or risk management experience (as indicated in Board skills matrix) .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Beneficial ownership (direct) | 17,387 shares held directly (as of March 17, 2025) |
| Ownership % of outstanding | Less than 1% (per proxy table) |
| RSUs outstanding (12/31/2024) | 7,895 units |
| Stock ownership guidelines | Directors must beneficially own ≥ 5x annual base cash retainer; equates to $175,000 in 2024; compliance required within five years |
| Compliance status | As of Dec 31, 2024, all non-employee directors satisfied the guideline |
| Pledging/hedging | Prohibited under Insider Trading Policy (short sales, options, hedging, margin, pledges) |
Governance Assessment
- Alignment and effectiveness: Committee assignments match expertise—Audit (financial controls/risk oversight) and Cybersecurity Risk Management (information/cyber/product security), reinforcing domain-driven oversight . Board independence affirmed; Audit Committee independence and oversight responsibilities are robust .
- Attendance and engagement: Board met 11 times in 2024; all directors met ≥75% attendance requirement and attended the annual meeting—supportive of active engagement .
- Compensation and ownership alignment: Director pay is equity-heavy (annual $200k RSUs time-vesting) with modest cash retainers/committee fees; directors must meet stock ownership guidelines (≥5x retainer), and all non-employee directors were in compliance—positive alignment and risk mitigation .
- Controls and conflicts: Hedging and pledging prohibitions and formal related-party transaction policy (Audit Committee review) reduce misalignment/conflict risk; no related-person transactions disclosed involving Tosheff . Note board-level interlock via Syn Ventures (Coviello as Managing Partner; Tosheff as Venture Partner); independence affirmations mitigate but warrant monitoring for perceived conflicts .
- Compensation governance environment: Compensation Committee uses independent consultant (Compensia); no consultant conflicts noted; clawback policy adopted in Nov 2023 per SEC/Nasdaq requirements—strong governance hygiene .