Margaret Keane
Tenable HoldingsAbout Margaret Keane
Margaret Keane (age 65) has served as an independent director of Tenable Holdings, Inc. since June 2023. She is the former Executive Chair and CEO of Synchrony and currently serves on the board of The Allstate Corporation; she holds a bachelor’s degree in government and politics and an MBA from St. John’s University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony | Executive Chair | Apr 2021 – Apr 2023 | Oversight of strategy and governance |
| Synchrony | Chief Executive Officer | Feb 2014 – Mar 2021 | Led operations, growth, capital allocation |
| Synchrony | President | Feb 2014 – May 2019 | Managed P&L and organizational leadership |
| GE North American Retail Finance | CEO & President | Apr 2011 – Feb 2014 | Led consumer finance operations |
External Roles
| Organization | Public/Private | Role | Tenure | Committees |
|---|---|---|---|---|
| The Allstate Corporation | Public | Director | Apr 2018 – Present | Not disclosed in TENB proxy |
| Synchrony | Public | Director (prior) | 2013 – Apr 2023 | Not disclosed in TENB proxy |
Board Governance
- Independence: Board affirmatively determined all current directors, including Keane, are independent under Nasdaq rules .
- Committee assignments: Compensation Committee member and Cybersecurity Risk Management Committee member; not a chair .
- Meeting cadence and attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings on which they served . Committee meetings in 2024: Audit (9), Compensation (4), Cybersecurity (4), Nominating (4) .
- Board leadership: Independent Chair (Arthur W. Coviello, Jr.) since Jan 2025; prior lead independent director structure when Chair/CEO roles were combined .
- Clawback: Incentive Compensation Recoupment Policy adopted Nov 2023 (SEC/ Nasdaq-compliant) .
- Hedging/pledging: Prohibited for directors and employees; policy restricts short sales, options, hedging, margin, and pledging of company stock .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $35,000 | Non-employee director cash retainer |
| Compensation Committee – Member | $7,500 | Annual cash retainer (member) |
| Cybersecurity Risk Management Committee – Member | $5,000 | Annual cash retainer (member) |
| Total Cash Fees Earned (2024) | $47,500 | Matches retainer structure and roles |
Performance Compensation
| Equity Award | Grant Date | Grant Value (USD) | Units | Vesting |
|---|---|---|---|---|
| Annual RSU Grant | May 22, 2024 | $199,990 | 4,607 RSUs | Vests at next annual meeting or first anniversary; accelerated on change-in-control |
- Performance-based elements: Directors do not receive performance-based equity; RSUs are time-vested only .
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| Current external board | Allstate director since Apr 2018 | Insurance sector expertise; potential customer perspective; no related-party transactions disclosed |
| Prior affiliation | Former Executive Chair/CEO/Director at Synchrony | Deep consumer finance and capital markets experience |
| Interlock context | TENB Chair (Coviello) serves on Synchrony’s board (since 2015) | Historical overlap in network; Keane no longer on Synchrony board (ended Apr 2023) reducing current interlock risk |
Expertise & Qualifications
- CEO/COO management, operations, capital markets, financial reporting/internal controls, board governance, legal/risk management per Board skills matrix .
- Education: Bachelor’s in government and politics; MBA (St. John’s University) .
Equity Ownership
| Category | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|
| Common stock owned (direct) | 3,187 | ~0.0027% (3,187 / 120,191,047) | As of March 17, 2025 record date |
| Unvested RSUs outstanding (12/31/2024) | 10,982 | N/A | Director RSUs subject to time-based vesting |
| Pledging/Hedging | Prohibited | N/A | Policy bans pledging/hedging for directors |
| Ownership guidelines | 5x base cash retainer ($175,000) with 5-year compliance window; all non-employee directors met guideline as of 12/31/2024 | N/A | Includes unvested time-vested RSUs toward guideline |
Governance Assessment
- Strengths: Clear independence, active committee service (Compensation and Cybersecurity), strong attendance, robust clawback policy, prohibition on hedging/pledging, and equity-heavy director pay aligning with long-term shareholder value .
- Compensation committee quality: Uses independent consultant (Compensia), reviewed peer group rigor; no interlocks; meets in executive session; oversight of clawback policy .
- Pay structure: Director compensation balanced with modest cash ($47.5k) and substantial equity ($200k RSUs) promoting alignment; no performance-based equity that could skew risk-taking .
- Shareholder signals: 2024 say-on-pay support was ~92.9%, indicating broader investor confidence in compensation governance at TENB .
- Potential watch items: Historical network overlap with Synchrony via TENB Chair; Keane’s prior role ended Apr 2023, reducing current interlock risk. No related-party transactions disclosed involving Keane . No pledging allowed by policy .
RED FLAGS: None disclosed specific to Keane. No attendance issues, no related-party transactions, no hedging/pledging, and no director performance-based awards that could create unintended incentives .