Mark Thurmond
Tenable HoldingsAbout Mark Thurmond
Mark Thurmond is Co-Chief Executive Officer and Chief Operating Officer at Tenable, age 55, with a B.S. in Psychology from Hofstra University. He has served as COO since February 2020 and was appointed Co-CEO in December 2024; the Board made the co-CEO appointments permanent on April 16, 2025, with Thurmond overseeing go-to-market functions including sales, services, support, marketing and customer success . Tenable’s 2024 performance included $900M revenue (+13% YoY), $237.8M unlevered free cash flow (+36% YoY), and a 500 bps improvement in non-GAAP operating margin; cash from operations was $217.5M and the company repurchased 2.3M shares for $100M . In Q2–Q3 2025, the company delivered 12%–11% YoY revenue growth and raised outlook, with Thurmond emphasizing Tenable One exposure management adoption and strategic customer wins .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tenable Holdings, Inc. | Co-Chief Executive Officer | Dec 2024–present | Permanent co-CEO appointment (Apr 16, 2025); oversees GTM functions; under interim leadership expanded Tenable One adoption and executed Vulcan Cyber acquisition to advance exposure management . |
| Tenable Holdings, Inc. | Chief Operating Officer | Feb 2020–Dec 2024 | Led operations into co-CEO transition; Tenable delivered double-digit revenue growth and margin expansion in 2024 . |
| Turbonomic Inc. | Chief Operating Officer | Sep 2017–Feb 2020 | Senior operating leadership prior to Tenable . |
| QlikTech International AB | EVP, Worldwide Sales & Services | Aug 2015–Aug 2017 | Led global sales/services for analytics software . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or external roles disclosed for Thurmond in the 2025 proxy/8-K materials . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $411,667 | $414,000 | $426,083 |
| Target Bonus ($) | Not disclosed | Not disclosed | $374,938; 87.5% of base salary |
| All Other Compensation ($) | $8,832 | $9,950 | $9,872 |
Notes:
- 2024 base salary increased 3.5% vs 2023 per Compensation Committee review .
- Non-employee perquisites were minimal; no perquisites >$10,000 in 2024 for NEOs .
Performance Compensation
Annual Cash Bonus Structure and Outcomes (2024)
| Metric | Weighting | Target | Actual | Attainment | Payout Mechanics |
|---|---|---|---|---|---|
| Revenue + Unlevered Free Cash Flow | 66.67% | $1,155,226K | $1,139,272K | 98.6% | Quarterly/annual payouts; 75% threshold; cap 200%; Thurmond total bonus paid $368,940 vs $374,938 target (98.4%) . |
| Bookings | 33.33% | Not disclosed | Attainment 97.4% | 97.4% | Same plan mechanics; quarterly bonuses: Q1 $75,438; Q2 $74,763; Q3 $72,438; Q4 $73,338; Annual $72,963 . |
| Period | Target ($) | Achievement % | Actual Bonus ($) |
|---|---|---|---|
| Q1 2024 | $74,987 | 100.6% | $75,438 |
| Q2 2024 | $74,987 | 99.7% | $74,763 |
| Q3 2024 | $74,988 | 96.6% | $72,438 |
| Q4 2024 | $74,988 | 97.8% | $73,338 |
| Full Year 2024 | $74,988 | 97.3% | $72,963 |
| Total 2024 | $374,938 | 98.4% | $368,940 |
Long-Term Incentive (RSUs/PSUs) – 2024 Grants and Outcomes
| Award Type | Shares (Target) | Grant Date Fair Value ($) | Vesting | Performance Metrics & Outcome |
|---|---|---|---|---|
| RSUs | 69,888 | $3,298,714 | 25% on Feb 22, 2025; 1/16th quarterly thereafter over 3 years; accelerated in specified circumstances . | Service-based only. |
| PSUs | 37,632 | $1,776,230 | 25% on Feb 22, 2025; then quarterly over 3 years, subject to continued service . | 2024 metrics: Bookings (33.33%), Revenue+UFCF (66.67%); aggregate weighted payment 96.4%; Thurmond’s 2024 PSUs earned for service vesting: 36,277 . |
| PSU Metric (2024) | Weight | Target vs Actual | Scaled Payment % | Weighted Payment % |
|---|---|---|---|---|
| Revenue + Unlevered Free Cash Flow | 66.67% | 98.6% of target | 97.2% | 64.8% |
| Bookings | 33.33% | 97.4% of target | 94.9% | 31.6% |
| Total | — | — | — | 96.4% |
Mix shift: PSUs increased to 35% of LT grant value in 2024 vs 25% in 2023; RSUs decreased to 65% from 75%, tying more pay to performance .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 64,057 shares; <1% of outstanding . |
| Unvested RSUs/PSUs (detail at 12/31/2024) | See table below . |
| Hedging/Pledging | Prohibited for employees and directors; no margin accounts or speculative transactions per Insider Trading Policy . |
| Director Stock Ownership Guidelines | 5x annual cash retainer ($175,000 for 2024) for non-employee directors; all met guidelines as of 12/31/2024; executives’ guidelines not disclosed . |
| Shares Vested in 2024 | 86,345 shares; value realized on vesting $3,878,535 . |
Outstanding Equity Awards (Mark Thurmond) at 12/31/2024:
| Grant Date | Award Type | Unvested Shares (#) | Market Value at $39.38/share ($) |
|---|---|---|---|
| 2/17/2021 | RSU | 4,561 | $179,612 |
| 2/23/2022 | RSU | 19,285 | $759,443 |
| 2/23/2022 | PSU (2022 performance) | 6,817 | $268,453 |
| 2/22/2023 | RSU | 33,417 | $1,315,961 |
| 2/22/2023 | PSU (2023 performance) | 10,463 | $412,033 |
| 2/22/2024 | RSU | 69,888 | $2,752,189 |
| 2/22/2024 | PSU (2024 performance) | 37,632 | $1,481,948 |
Notes:
- Stock options discontinued after 2018; Thurmond held no outstanding options and exercised none in 2024 .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance ($) | Equity Severance ($) | Key Terms |
|---|---|---|---|
| Death/Disability | $80,129 | $7,169,639 | Company-paid employer portion of health premiums for 12 months; vacation payout included where required . |
| Non-CIC Termination (without cause/good reason) | $660,928 | $0 | 12 months base salary; 12 months employer-paid health premiums; prorated target annual bonus less quarterly bonuses . |
| CIC Termination (double trigger) | $1,035,866 | $7,169,639 | Lump-sum 12 months base; employer-paid health premiums 12 months; bonus severance equal to (i) 1x prorated target bonus less quarterly bonuses + (ii) 1x target bonus; full acceleration of RSUs and PSUs at 100% of target for performance condition . |
Additional contract terms:
- At-will employment; intellectual property, non-disclosure, and non-solicitation agreements; Thurmond’s agreement provided a one-time signing bonus and annual equity target subject to Board/Comp Committee discretion (amounts not disclosed) .
- Clawback policy adopted Nov 2023 permits recovery of incentive compensation in event of accounting restatement (three most recent fiscal years) .
- No excise tax gross-ups on change-in-control payments; payments conditioned on separation agreement and release of claims .
Board Governance
- Board Service: Appointed to Tenable’s Board as a Class I director effective May 14, 2025; term expires at the 2028 Annual Meeting .
- Committee Roles: Committee rosters (Audit, Compensation, Cybersecurity Risk Management, Nominating & Corporate Governance) comprise independent directors and do not list Thurmond; chairs: Seawell (Audit), Higgins (Compensation), Huffard (Cybersecurity), Coviello (Nominating) .
- Independence: The proxy affirmed all then-current directors (as of Apr 3, 2025) were independent; Amit Yoran was not independent while CEO. Thurmond joined the Board later as an executive officer; committee composition indicates independent membership for oversight, mitigating dual-role risks .
- Governance Practices: Hedging/pledging prohibitions for directors; annual Say‑on‑Pay; independent compensation advisor; double‑trigger CIC arrangements; board met 11 times in 2024 with >75% attendance by all directors .
Director Compensation Policy (for non-employee directors)
| Cash Retainers | Amount ($) |
|---|---|
| Annual Board Service Retainer | $35,000 |
| Lead Independent Director Retainer | $20,000 |
| Audit Committee Chair/Member | $20,000 / $10,000 |
| Compensation Committee Chair/Member | $15,000 / $7,500 |
| Nominating & Governance Chair/Member | $10,000 / $5,000 |
| Cybersecurity Risk Mgmt Chair/Member | $12,000 / $5,000 |
| Equity Compensation | Detail |
|---|---|
| Annual RSU Grant | $200,000 grant date fair value; vests in full on 1-year anniversary or next annual meeting; accelerates on change in control . |
| Initial RSU Grant | Historically ~$400,000 at appointment (Board discretion) . |
Compensation Peer Group, Say‑on‑Pay, and Shareholder Engagement
- 2024 Compensation Peer Group (selected by Compensia; criteria included revenue range ~$240M–$2.1B, market cap ~$1.5B–$13.1B, IT/security software focus, strong growth): Alteryx, Blackbaud, Blackline, Box, Commvault, Confluent, Dynatrace, Elastic, Five9, Guidewire, New Relic, Paylocity, Q2 Holdings, Qualys, Rapid7, SentinelOne, Smartsheet, Sprinklr, Varonis, Workiva .
- 2024 Say‑on‑Pay Support: 92.9% approval; Compensation Committee maintained program design given strong support .
- Investor Engagement: Met with a majority of top 25 active investors and over 100 firms in 2024; investors supported balanced growth strategy .
Investment Implications
- Alignment and At-Risk Pay: Thurmond’s 2024 total compensation was heavily equity-based ($5.075M stock awards) supplemented by a below-target bonus ($368,940 at 98.4% of target), with PSUs at 35% of LT mix, reinforcing pay-for-performance linkage to bookings, revenue and UFCF .
- Retention vs. Selling Pressure: Significant unvested RSUs/PSUs (182,060+ units across 2021–2024 grants) with multi-year quarterly vesting support retention; 86,345 shares vested in 2024 with $3.88M value indicate ongoing liquidity events, but hedging/pledging prohibitions reduce misalignment risk .
- CIC Economics and Governance: Double-trigger CIC terms (cash plus full equity acceleration at target for PSUs) provide security but avoid automatic windfalls; independent committees and clawback policy strengthen oversight under the dual co-CEO/director role .
- Execution Track Record: Company delivered 2024 revenue growth and margin expansion, followed by Q2–Q3 2025 beats and raised outlook under co-CEO leadership, supporting incentive realizations tied to operational KPIs .