Linda Zecher Higgins
Tenable HoldingsAbout Linda Zecher Higgins
Independent director of Tenable Holdings since August 2019; age 71; B.S. in Earth Science from The Ohio State University. Current role: Chief Executive Officer and Managing Director of Cyber Knowledge Partners (formerly Barkley Group) since January 2017. She served as Chief Executive Officer of IronNet, Inc. during its Chapter 11 restructuring (filed October 2023; completed February 2024) and departed IronNet in May 2024 . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cyber Knowledge Partners | CEO & Managing Director | Jan 2017 – present | Leads digital transformation-focused consulting |
| IronNet, Inc. | Chief Executive Officer | Jul 2023 – May 2024 | Led restructuring; Chapter 11 filed Oct 2023; completed Feb 2024 |
| Tenable Holdings, Inc. | Director | Aug 2019 – present | See governance and committees below |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hasbro, Inc. | Director | Oct 2014 – May 2024 | Former public company board service |
| C5 Acquisition Corp | Director | Jan 2022 – Oct 2023 | Former SPAC board service |
Board Governance
- Independence: Board determined all current directors, including Higgins, are independent under Nasdaq rules .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee meeting cadence (2024): Compensation (4), Nominating & Corporate Governance (4); Board met 11 times in 2024 .
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings; all then-serving directors attended the 2024 Annual Meeting .
- Skills matrix highlights (board view): Cybersecurity, Enterprise SaaS, CEO/COO management, Operations, Business Development, DoD/government relationships, Financial reporting/internal controls, Governance, HR/Executive compensation, Legal/Risk management .
- Board leadership: Independent Chair (Arthur W. Coviello, Jr.) as of January 2025 .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $35,000 | Semiannual payments; vested upon payment |
| Compensation Committee Chair cash retainer | $15,000 | Semiannual payments |
| Nominating & Corporate Governance Committee Member cash retainer | $5,000 | Semiannual payments |
| Total cash fees (2024) | $55,000 | Matches reported director fees for Higgins |
| Annual RSU grant (2024) – Grant date fair value | $199,990 | Granted May 22, 2024; standard annual director RSU ~$200,000 |
| RSUs granted (2024) | 4,607 | Vest on first anniversary or next annual meeting; accelerate upon change in control |
Director compensation reported for Higgins in 2024: $55,000 cash; $199,990 stock awards; total $254,990 .
Performance Compensation
- Non-employee director equity is time-vesting RSUs; no performance-based equity (PSUs) or cash performance incentives for directors are disclosed. Annual RSUs vest in full on first anniversary of grant or at next annual meeting; and accelerate upon change in control .
Other Directorships & Interlocks
| Company | Current/Former | Role | Overlap/Interlock |
|---|---|---|---|
| Hasbro, Inc. | Former | Director | No interlocks disclosed with Tenable’s customers/suppliers in proxy |
| C5 Acquisition Corp | Former | Director | No interlocks disclosed with Tenable’s customers/suppliers in proxy |
No related-person transactions involving Higgins are disclosed; Tenable’s related-person transactions section does not list her .
Expertise & Qualifications
- Education: B.S. Earth Science, The Ohio State University .
- Executive experience: CEO roles (Cyber Knowledge Partners; IronNet), technology and cybersecurity management .
- Board competencies (per board skills matrix): cybersecurity, enterprise SaaS, CEO/COO leadership, operations, business development, commercialization, government relationships, capital markets/financial reporting, governance, HR/executive compensation, legal/risk management .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership – shares | 353 | Direct holdings; less than 1% |
| RSUs outstanding (12/31/2024) | 4,607 | Held RSUs granted May 22, 2024 |
| Ownership guidelines | ≥5x annual cash retainer ($175,000) | Directors have 5 years to comply; all non-employee directors satisfied as of 12/31/2024 |
| Hedging/pledging policy | Prohibited | Short sales, options, hedging, margin accounts and pledges prohibited |
Compensation Committee Analysis
- Composition: Higgins (Chair), Howe, Keane – all independent under Nasdaq rules .
- Consultant: Compensia retained; independence evaluated; no conflicts; advises on peer group and competitive pay .
- Processes: Quarterly meetings; executive sessions; oversight of clawback policy, peer group, incentive design .
- Peer group: 2024 peer set includes security and SaaS peers (e.g., Qualys, Rapid7, Varonis, Dynatrace, Elastic, SentinelOne) .
- Clawback policy: Incentive Compensation Recoupment Policy adopted Nov 2023 per SEC/Nasdaq 10D-1; applies to executive officers .
Governance Assessment
-
Strengths:
- Independence and robust committee leadership (Compensation Chair), with clear meeting cadence and executive sessions .
- Formal director ownership guidelines met; anti-hedging/pledging policy strengthens alignment .
- Use of independent compensation consultant; documented peer group; no consultant conflicts .
- Company-wide clawback policy; double-trigger CIC constructs; no tax gross-ups in severance frameworks (company policy context) .
-
Potential red flags / considerations:
- Recent leadership of IronNet through Chapter 11 may pose reputational risk; no Tenable-related conflicts disclosed, but investors may assess overboarding/time commitments and crisis management implications. IronNet filed Ch. 11 in Oct 2023; completed Feb 2024; Higgins departed May 2024 .
- Direct beneficial ownership appears small (353 shares), although RSUs and guideline compliance mitigate alignment concerns .
-
Shareholder sentiment context:
- Say-on-Pay approval for NEOs was ~92.9% in 2024, indicating broader support for compensation oversight under the Compensation Committee’s remit .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash (USD) | $55,000 |
| Stock Awards (Grant Date Fair Value, USD) | $199,990 |
| Total (USD) | $254,990 |
| RSUs Granted (count) | 4,607; grant 5/22/2024; vest on 1st anniversary or next annual meeting; accelerate on change in control |
| Cash Retainers Breakdown | Board $35,000; Comp Chair $15,000; Nominating Member $5,000 |
Related Party Transactions
- No related-person transactions involving Higgins disclosed. Tenable’s related-person transactions section lists certain executive family employment, but not Higgins .
Risk Indicators
- Hedging/pledging prohibited for directors; supports alignment and reduces risk .
- Clawback policy for executives; supports pay-for-performance integrity .
- Attendance: Minimum 75% threshold met by all directors; Board met 11 times in 2024 .
- No director-specific legal proceedings disclosed in proxy .
Say-on-Pay & Shareholder Feedback (Context)
| Item | 2024 |
|---|---|
| Say-on-Pay approval (%) | ~92.9% |
Compensation Peer Group (Context)
| Selected Peers (2024) | Notable |
|---|---|
| Qualys (QLYS), Rapid7 (RPD), Varonis (VRNS), Dynatrace (DT), Elastic (ESTC), SentinelOne (S), Confluent (CFLT), Workiva (WK) | Used in executive pay benchmarking overseen by Compensation Committee |
Notes on Executive Sessions and Engagement
- Compensation Committee meets regularly in executive session; Cybersecurity Committee also meets in executive session .
- Investor engagement: Company met with majority of top 25 active investors and over 100 firms in 2024 .
Conclusion
Higgins brings substantive executive and cybersecurity experience and chairs the Compensation Committee, with clear independence, attendance and alignment structures (ownership guidelines and hedging prohibitions). While her tenure steering IronNet through bankruptcy may raise reputational considerations, the proxy discloses no Tenable-related conflicts or related-party transactions involving her. Cash/equity director pay is standard with a $200k annual RSU, and governance structures (consultant independence, clawback, double-trigger CIC, no gross-ups) are consistent with investor-aligned practices .