John C. Huffard, Jr.
Tenable HoldingsAbout John C. Huffard, Jr.
John C. Huffard, Jr., age 57, is an independent director of Tenable Holdings, Inc., serving on the Board since co-founding the company in 2002. He previously served as Tenable’s President & COO (2008–2018) and COO (2018–2019). He holds a B.S.B.A. from Washington and Lee University and an M.B.A. from Babson College. He also serves on the Board of Norfolk Southern Corporation (since February 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenable Holdings, Inc. | Co-founder; President & COO | Nov 2008 – May 2018 | Co-founded the company; deep product and operating knowledge |
| Tenable Holdings, Inc. | Chief Operating Officer | May 2018 – Dec 2019 | Drove operations post-IPO scale-up |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | Director | Feb 2020 – present | Public company board service; committee roles not disclosed in TENB proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board determined all current directors (including Mr. Huffard) are independent under Nasdaq listing standards; no disqualifying relationships found . |
| Committees | Audit Committee (member); Cybersecurity Risk Management Committee (Chair) |
| Committee meetings (2024) | Audit: 9; Cybersecurity Risk Management: 4; (Compensation: 4; Nominating & Corporate Governance: 4) |
| Board meetings (2024) | 11 total; all directors attended at least 75% of Board and applicable committee meetings |
| Years on TENB Board | Since 2002 |
| Board leadership | Board chaired by independent director Arthur W. Coviello Jr.; Coviello became Chair in Jan 2025 |
| Cybersecurity Committee scope | Oversees IT/cyber/product security policies, incident response, internal access controls, related disclosures, cyber insurance; meets regularly in executive session; empowered to retain independent advisors |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Service Retainer | $35,000 | Standard non-employee director cash retainer |
| Audit Committee – Member | $10,000 | Annual committee member retainer |
| Cybersecurity Risk Management – Chair | $12,000 | Annual chair retainer |
| 2024 Cash Fees (actual) | $57,000 | Fees earned/paid in cash for 2024 |
Performance Compensation (Director Equity)
| Component | Amount/Shares | Terms |
|---|---|---|
| Annual RSU grant (policy) | $200,000 grant date fair value | Vests on first anniversary or next annual meeting; accelerates on change in control |
| 2024 Stock Awards (actual) | $199,990 | Reported value for 2024 director equity |
| 2024 RSUs granted (boardwide) | 4,607 RSUs (per director) | Granted May 22, 2024; vest on earlier of first anniversary or next annual meeting; accelerated vesting in specified circumstances |
Director equity is time-based (no performance metric overlay) .
Other Directorships & Interlocks
| Company | Relationship to TENB | Notes |
|---|---|---|
| Norfolk Southern Corporation | None disclosed | Mr. Huffard serves as a director; no related-party transactions with TENB disclosed |
Expertise & Qualifications
- Co-founder/operator with cybersecurity and enterprise SaaS domain expertise; prior COO/President experience .
- Skills matrix indicates strengths in: Cybersecurity; Enterprise SaaS; CEO/COO management; Operations; Business Development; Moving innovation to commercialization; DoD/agency relationships; Financial reporting and internal controls; Board/governance; Legal/risk management .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 491,998 shares; under 1% of outstanding |
| Ownership breakdown | 16,380 shares directly; 31,847 via spouse’s revocable trust; 390,183 via The Three Suns 2019 Non-Exempt Irrevocable Trust; 53,588 via The John Cloyd Huffard Jr Revocable Trust |
| Unvested RSUs outstanding (12/31/24) | 4,607 RSUs |
| Director stock ownership guideline | ≥5x annual cash retainer (i.e., $175,000 for 2024); all non-employee directors met guidelines as of 12/31/24 |
| Hedging/pledging | Company policy prohibits hedging, pledging, margin accounts, and other speculative transactions by directors |
| Related-party transactions | None disclosed involving Mr. Huffard in 2024–2025 proxy period |
Governance Assessment
- Committee leadership and oversight: As Chair of the Cybersecurity Risk Management Committee and member of Audit, Mr. Huffard sits at the core of risk, controls, and cyber oversight—critical for a cybersecurity company .
- Independence and attendance: Board affirms his independence; he met attendance expectations (Board: 11 meetings; all directors ≥75%)—supporting investor confidence in board effectiveness .
- Pay and alignment: Director pay skews to equity ($199,990 RSUs vs. $57,000 cash), reinforcing alignment with shareholders; ownership guidelines met; hedging/pledging prohibited .
- Ownership: Significant long-term shareholdings (primarily via trusts) reinforce skin-in-the-game, though beneficial ownership is <1% of outstanding shares .
- Conflicts/related-party: No related-party transactions disclosed for him; Audit Committee oversees related-party reviews per policy .
- Broader governance signals: 2024 Say‑on‑Pay received ~92.9% support; company maintains a clawback policy compliant with SEC/Nasdaq (adopted Nov 2023) .
Potential risk consideration: While the Board affirms independence, some investors may note his founder/ex-COO background and long tenure (since 2002) when assessing perceived independence; the Board explicitly found no disqualifying relationships under Nasdaq standards .
RED FLAGS
- None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricings for this director .