Matthew Brown
Tenable HoldingsAbout Matthew Brown
Matthew Brown is Chief Financial Officer (principal financial officer) of Tenable Holdings, Inc., appointed effective August 21, 2025; he is age 45, holds a B.S. in Business Administration from UC Berkeley’s Haas School of Business, and is a licensed CPA in California . He reports to Co-CEO Stephen Vintz and is based principally in California . Prior track record includes CFO of Altair Engineering (Jan 2021–Mar 2025), where he helped deliver double‑digit software revenue growth, margin expansion, and led its $10.7B sale to Siemens; prior senior finance roles at NortonLifeLock (Interim CFO), Symantec (Chief Accounting Officer), Blue Coat, Brocade, NETGEAR, and KPMG . Company performance context before his arrival: 2023 revenue grew 17% YoY to $798.7M; non‑GAAP income from operations rose to $121.0M, non‑GAAP net income to $97.2M, and unlevered free cash flow to $175.4M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Altair Engineering | Chief Financial Officer & Principal Financial Officer | Jan 2021–Mar 2025 | Drove strategic growth, consistent double‑digit software revenue growth, margin expansion; helped lead sale to Siemens for $10.7B |
| NortonLifeLock | Interim Chief Financial Officer | Nov 2019–Jul 2020 | Led finance at leading consumer cyber safety company |
| Symantec | Chief Accounting Officer | — | Senior finance leadership at enterprise security software provider |
| Blue Coat; Brocade; NETGEAR | Senior finance roles | — | Strategic planning, M&A, IR, controllership, operations excellence |
| KPMG | Early career | — | Foundational audit/finance experience |
External Roles
No public company board memberships or related interlocks were disclosed in the appointment 8‑K; no related‑party transactions under Item 404(a) were reported .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base Salary | $455,000 annualized |
| Target Bonus % | 75% of base; paid as quarterly bonuses (20% Q1, 20% Q2, 20% Q3, 40% Q4) based on CEO assessment and Company targeted goals; must be employed in good standing through payment |
| Expense Reimbursement | Standard policy (409A‑compliant timing) |
Performance Compensation
| Metric | Weighting | Target | Actual (2024 company attainment) | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue + Unlevered Free Cash Flow | — | Company‑set targets (not disclosed) | $1,139,272k; 98.6% of target | Quarterly bonuses determined by CEO/Board assessment against criteria | Paid on general schedule, not later than Mar 15 following the quarter; employment through payment required |
| Bookings | — | Company‑set targets (not disclosed) | 97.4% of target; attainment reflects 12% YoY bookings growth vs 2023 | Same as above | Same as above |
Notes:
- Tenable’s NEO incentive framework uses corporate metrics (revenue + unlevered FCF, bookings); weighting specifics not disclosed. Quarterly/annual achievement levels guide cash bonus payouts for executives .
Equity Incentives – Structure and Vesting
| Award Type | Grant Value | Shares Determination | Vesting | Notes |
|---|---|---|---|---|
| New‑Hire RSUs (2025) | $7,000,000 | Value ÷ closing price on grant date, rounded down to whole shares | 16 equal quarterly installments over 4 years from grant date, subject to continued employment | Under 2018 Equity Incentive Plan; RSUs align value with stock performance and support retention |
| Annual Equity (from Feb 2027) | Target $4,800,000 | Determined annually by Compensation Committee | As approved; mix of RSUs and PSUs | Subject to performance criteria and Committee approval |
| Company LTI Mix (reference) | 65% RSUs / 35% PSUs (2024) | — | RSUs typically four‑year vest (25% after year one, then quarterly); PSU vesting subject to performance + service | PSUs introduced in 2022; mix adjusted in 2024 to increase performance‑linked equity |
Equity Ownership & Alignment
- Beneficial ownership at appointment not disclosed; Brown receives significant RSU grants with multi‑year vesting; he is eligible for options/other awards under Company plans .
- No Item 404(a) related party transactions were reported in connection with his appointment .
- Director stock ownership guidelines exist (5× annual cash retainer), but executive officer ownership guidelines were not disclosed in the reviewed filings; directors met guidelines as of year‑end 2024 .
Employment Terms
- At‑will employment; position: CFO of Tenable Holdings; duties report to Co‑CEO Stephen Vintz; principal work location California; adherence to Company policies .
- Outside activities restricted without CEO consent; passive investments under 1% allowed .
- Non‑solicitation: 1 year post‑termination for customers and employees .
- Arbitration: binding JAMS employment arbitration; Company pays arbitration fees above court‑filing equivalent; attorney’s fees may be awarded to prevailing party .
- Choice of law: California .
- Cooperation: reasonable post‑termination cooperation (60 days) with expense reimbursement .
- Indemnification: standard form indemnification agreement entered upon appointment .
- 409A compliance: detailed payment timing rules; “specified employee” six‑month delay if applicable; series‑of‑payments treatment .
- 280G excise tax: “best‑net” reduction (cutback) methodology; no tax gross‑up .
Severance and Change‑in‑Control Economics
| Scenario | Cash Severance | Health (COBRA) | Bonus Severance | Equity Acceleration | Payment Timing |
|---|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason (Non‑CIC) | 12 months base salary in installments | Company‑paid portion of COBRA premiums up to 12 months (or cash in lieu if needed) | Lump sum equal to target annual bonus, prorated for year of termination and reduced by any quarterly bonuses paid/due; paid on next scheduled quarterly bonus date, no later than Mar 15 following year | None specified (standard plan terms apply) | Separation agreement required; payment conditions and timing per 409A |
| Termination without Cause or Resignation for Good Reason in CIC window (3 months before definitive agreement or 12 months after CIC) | 12 months base salary in lump sum | Company‑paid portion of COBRA premiums up to 12 months | Lump sum equal to (i) one times target annual bonus, plus (ii) one times prorated target annual bonus for year of termination, reduced by quarterly bonuses paid/due | Full acceleration of all outstanding unvested equity awards, effective at later of CIC effective date or termination date (double‑trigger) | No payments prior to 60th day post‑termination; subject to effective separation agreement and 409A |
| Death/Disability | Accrued obligations; COBRA premiums eligibility for dependents/self; no cash severance beyond accrued obligations; no CIC benefits | COBRA premiums eligibility | — | — | Separation agreement conditions apply |
Definitions: Good Reason includes material reductions in base salary or target bonus (for CIC), material relocation or reporting changes, material breach, or failure of successor to assume agreement; cure periods apply . Cause includes felony conviction/indictment with material impact, willful misconduct causing material injury, misappropriation, embezzlement/fraud, willful refusal to perform duties, or material breaches; notice/cure for certain causes .
Investment Implications
- Pay‑for‑performance alignment: Heavy equity mix and introduction of PSUs (35% of 2024 CEO/NEO LTI value) suggest increasing emphasis on performance‑linked pay; Brown’s annual equity from 2027 will include PRSUs, tying compensation to outcomes .
- Retention and selling pressure: New‑hire RSUs vest quarterly over four years, creating predictable vesting events that may lead to periodic selling for tax/liquidity; multi‑year cadence supports retention .
- CIC protections and dilution optics: Double‑trigger acceleration mitigates single‑trigger risks yet can concentrate vesting upon strategic transactions; 280G “best‑net” cutback avoids shareholder‑unfriendly excise tax gross‑ups .
- Cash incentive construct: Quarterly bonus tied to corporate metrics and CEO/Board assessment aligns CFO incentives with revenue, cash flow, and bookings growth; recent attainment levels near target indicate disciplined goal‑setting .
- Governance and risk: Strong IP/NDA/non‑solicit protections, arbitration framework, and indemnification agreement are standard for senior officers; no related‑party transactions were disclosed at appointment .
Overall, Brown’s package is competitive and retention‑oriented, with performance leverage increasing via PRSUs beginning in 2027, while severance/CIC terms balance executive protection and shareholder considerations through double‑trigger equity vesting and 280G cutbacks .