Raymond Vicks, Jr.
Tenable HoldingsAbout Raymond Vicks, Jr.
Raymond Vicks, Jr., age 65, has served on Tenable’s Board since January 2022 and is designated by the Board as an Audit Committee Financial Expert, reflecting deep public accounting experience as a former PwC partner and a Certified Public Accountant; he holds a B.S. in accounting from Virginia Tech . He is independent under Nasdaq rules and serves on Tenable’s Audit Committee, which met nine times in 2024; all directors attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner | 1995–2014 | Public accounting leadership; foundation for Audit Committee Financial Expert designation |
| HSC Health Care System | Chief Financial Officer | 2015–2018 | Financial oversight and controls experience |
| BMV Group | Managing Partner | 2015–2019 (retired 2019) | Advisory/management experience; capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bowman Consulting Group Ltd | Director | Since May 2022 | Current public company directorship; details of committee roles not disclosed in Tenable’s proxy |
Board Governance
- Committee assignments: Audit Committee member (not chair) .
- Audit Committee Financial Expert designation: Vicks qualifies under SEC rules based on public accounting background .
- Independence: Board determined all committee members (including Audit) are independent under Nasdaq and SEC Rule 10A-3 .
- Meetings/attendance: Board met 11 times; Audit Committee met 9 times in 2024; all directors attended at least 75% of Board and committee meetings .
- Audit Committee mandate includes oversight of financial reporting, internal audit, auditor independence, risk assessment, related party transactions, and investment policies .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual Board Service Retainer (cash) | $35,000 | 2024 | Paid in semi-annual installments |
| Audit Committee Member Retainer (cash) | $10,000 | 2024 | Member fee (chair is $20,000) |
| Cash Fees Earned (Vicks) | $45,000 | 2024 | Consistent with $35k board + $10k Audit Committee member |
Performance Compensation
| Equity Component | Grant Date | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU Grant (standard program) | May 22, 2024 | $200,000 | 4,607 RSUs | Vests on the earlier of 1-year anniversary or next annual stockholder meeting; accelerates upon Change in Control (continuous service required) | Applies to all eligible non-employee directors |
| RSUs Held (Vicks, year-end) | As of Dec 31, 2024 | N/A | 7,303 RSUs | Time-based vesting per program; no options outstanding for Vicks | Only Seawell held options among directors at YE 2024 |
No performance-based metrics (e.g., TSR, revenue, EBITDA) are attached to director equity awards; RSUs are time-based under the director program .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Bowman Consulting Group Ltd | Director | No Tenable-related interlocks or transactions disclosed in Tenable’s proxy |
Expertise & Qualifications
- Audit/financial reporting, accounting, and internal controls; legal and risk management; board/corporate governance; operations; capital markets experience (skills matrix) .
- Audit Committee Financial Expert per SEC definition (qualitative assessment: education and public accounting experience) .
- Cybersecurity exposure noted in Board skills matrix for directors; breadth of enterprise SaaS and governance competencies across Board complements Vicks’ financial acumen .
Equity Ownership
| Holder | Shares | % Outstanding | Composition | Notes |
|---|---|---|---|---|
| Raymond Vicks, Jr. | 11,659 | <1% | 8,659 direct; 3,000 in UTMA custodial account (Vicks as custodian) | As of March 17, 2025; outstanding shares 120,191,047 |
| RSUs (Vicks) | 7,303 | N/A | Unvested time-vesting RSUs | As of Dec 31, 2024 |
| Options (Vicks) | 0 | N/A | None held | Only Seawell held options at YE 2024 |
| Ownership Guidelines | Required value = 5× annual cash retainer ($175,000 for 2024) | N/A | Must meet within 5 years; 50% net shares hold until met | All non-employee directors satisfied guideline by Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | N/A | No short sales, options, hedging, margin/pledge | Policy applies to directors |
Governance Assessment
- Independence and oversight: Vicks is independent and serves on the Audit Committee with nine meetings in 2024; designated Audit Committee Financial Expert—positive for financial reporting rigor and investor confidence .
- Engagement: Board met 11 times with at least 75% attendance by all directors, indicating baseline engagement; Audit Committee activity suggests active oversight .
- Pay mix and alignment: Director compensation is predominantly equity ($199,990 RSUs vs. $45,000 cash), aligning incentives with shareholders; RSUs are time-based and accelerate only on double-trigger Change in Control for executives, while director RSUs accelerate upon Change in Control subject to service—typical market practice .
- Ownership and policies: Vicks meets stringent stock ownership guidelines (5× cash retainer) and is subject to robust anti-hedging/pledging prohibitions—positive alignment signals .
- Conflicts/related-party exposure: Proxy discloses related-person employment involving former CEO and CFO family members; no related-person transactions involving Vicks—low conflict risk from disclosed items .
- RED FLAGS: None disclosed specific to Vicks (no pledging, no related-party transactions, no options repricing). Note: beneficial ownership is <1%, common for outside directors; mitigated by guideline compliance and ongoing RSU holdings .