Niloofar Razi Howe
Tenable HoldingsAbout Niloofar Razi Howe
Independent director at Tenable Holdings (TENB) since May 2021; age 56. Background includes President of Stratham Group (alt asset management) since Jan 2025, Operating Partner at Capitol Meridian Partners since Jun 2022, and Senior Operating Partner at Energy Impact Partners (May 2019–Jan 2024). Former Composecure, Inc. director (Dec 2021–Oct 2024). Education: B.A. Columbia College; J.D. Harvard Law School. The Board has determined all current directors, including Howe, are independent; in 2024 the Board met 11 times and all directors attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Impact Partners | Senior Operating Partner | May 2019 – Jan 2024 | Not disclosed |
| (Various prior roles not listed in proxy) | — | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stratham Group | President | Jan 2025 – Present | Alternative asset management firm |
| Capitol Meridian Partners | Operating Partner | Jun 2022 – Present | Private investment firm |
| Composecure, Inc. | Director | Dec 2021 – Oct 2024 | Public company directorship ended Oct 2024 |
| Private technology companies | Director | Current | Number and names not disclosed |
Board Governance
- Committee assignments and roles:
- Compensation Committee: Member; 4 meetings in 2024; Committee chaired by Linda Zecher Higgins .
- Nominating & Corporate Governance Committee: Member; 4 meetings in 2024; Committee chaired by Arthur W. Coviello, Jr. .
- Independence and attendance:
- Board determined all current directors are independent under Nasdaq standards .
- Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings applicable to them .
- Board leadership: Board currently chaired by independent director Arthur Coviello (separated from CEO role) .
- Skills matrix highlights for Howe: Cybersecurity experience, Enterprise SaaS experience, Business Development, Relationships with DoD/Agencies, Legal/Risk Management, Board/Corporate Governance .
- Compensation Committee interlocks: None; no executive officer of TENB served on another board’s comp committee where a TENB director sits, and current comp committee members have never been TENB employees .
Fixed Compensation
| Component (Director) | 2024 Detail | Amount |
|---|---|---|
| Annual Board retainer (cash) | Standard non-employee director retainer | $35,000 |
| Compensation Committee – member | Annual cash retainer | $7,500 |
| Nominating & Corporate Governance – member | Annual cash retainer | $5,000 |
| Total cash fees (2024 actual) | Sum of above | $47,500 |
| Annual equity (RSUs) | Grant date 5/22/2024; time-vest RSUs; policy target $200,000; vests by first anniversary or next AGM | $199,990; 4,607 RSUs outstanding as of 12/31/2024 |
- Policy notes (adopted May 2024): Annual RSU grant of $200,000 grant-date fair value; vest in full on the first anniversary or next annual meeting; change-in-control acceleration; cash retainers paid semi-annually .
Performance Compensation
| Performance-linked elements for directors | Status |
|---|---|
| Performance-based equity or cash metrics (e.g., revenue, TSR) | Not applicable; director equity is time-based RSUs per policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed in 2025 proxy beyond TENB |
| Prior public company boards | Composecure, Inc. (Dec 2021–Oct 2024) |
| Compensation Committee interlocks | None; see disclosure |
Expertise & Qualifications
- Deep cybersecurity and SaaS background; DoD/agency relationships; legal/risk management; board governance and business development expertise (per Board skills matrix) .
- Education: B.A. Columbia College; J.D. Harvard Law School .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 19,170 shares (as of 3/17/2025) |
| Ownership as % of outstanding | ~0.016% (19,170 / 120,191,047 shares outstanding on 3/17/2025; calculated) |
| Unvested RSUs outstanding (12/31/2024) | 4,607 RSUs |
| Stock ownership guidelines | 5x annual cash retainer ($175,000) target; compliance required within 5 years; as of 12/31/2024, all non-employee directors met guideline |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Shares pledged as collateral | None disclosed |
| Trading policy | Insider Trading Policy governs purchases/sales; no hedging/pledging; blackout rules apply |
Governance Assessment
- Strengths
- Independent director with directly relevant cybersecurity and SaaS expertise; aligns with TENB’s business and Cyber Risk oversight focus .
- Active on Compensation and Nominating & Governance committees; governance levers and human capital oversight exposure .
- Director pay structure aligns with shareholders via fixed-value annual RSUs; stock ownership guideline at 5x retainer with reported compliance; hedging/pledging prohibited, supporting alignment .
- No related-party transactions involving Howe disclosed; Board found no disqualifying relationships; no compensation committee interlocks .
- Watch items
- Multiple external roles (President, Operating Partner, and private boards) may impose time demands; no specific conflicts disclosed, but continued monitoring of potential related-party exposure is warranted under the Company’s Related-Person Transactions Policy .
- Beneficial ownership is <1% (typical for outside directors), though RSU program and ownership guidelines partially mitigate alignment concerns .
RED FLAGS: None identified in the proxy specific to Howe (no pledging, no related-party transactions, no attendance shortfall, no committee interlocks) .