Stephen A. Vintz
Tenable HoldingsAbout Stephen A. Vintz
Stephen A. Vintz, age 56, is Tenable’s Co-Chief Executive Officer and Chief Financial Officer. He has served as CFO since October 2014 and was appointed Co-CEO (and principal executive officer) in December 2024 following the CEO’s medical leave and subsequent passing in January 2025; he holds a B.B.A. in Accounting from Loyola University Maryland and is a Certified Public Accountant . In 2024, Tenable delivered revenue of $900 million (+13% YoY), calculated current billings of $969.5 million (+11% YoY), unlevered free cash flow of $237.8 million (+36% YoY), and non-GAAP operating margin of 20% (+500 bps YoY) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tenable Holdings, Inc. | Chief Financial Officer | Oct 2014 – present | Senior finance leadership through growth; principal executive officer responsibilities since Dec 2024 |
| Tenable Holdings, Inc. | Co-Chief Executive Officer | Dec 2024 – present | Co-CEO structure put in place after CEO’s passing; leads execution while Board searches for permanent CEO |
| Vocus, Inc. | Executive Vice President & Chief Financial Officer | Prior to Tenable (dates not specified) | Public company CFO experience; foundational finance credentials |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed for Mr. Vintz in the proxy . |
Fixed Compensation
Multi-year summary compensation for Stephen A. Vintz:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 411,667 | 414,000 | 426,083 |
| Stock Awards ($, grant-date fair value) | 5,099,958 | 4,699,929 | 5,249,962 |
| Non-Equity Incentive Plan Compensation ($) | 372,393 | 351,744 | 368,940 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total ($) | 5,896,218 | 5,478,873 | 6,058,785 |
2024 base pay and target bonus:
| Item | 2024 Value |
|---|---|
| Base Salary ($) | 428,500 |
| Target Cash Bonus ($) | 374,938 |
| Target Bonus as % of Base | 87.5% |
Performance Compensation
2024 Bonus Framework and Attainment:
| Metric | Target | Weight | Actual | % of Target | Scaled Payment |
|---|---|---|---|---|---|
| Revenue + Unlevered Free Cash Flow ($000s) | 1,155,226 | 66.67% | 1,139,272 | 98.6% | 97.2% |
| Bookings | Not disclosed (competitive sensitivity) | 33.33% | Not disclosed; attainment referenced | 97.4% | 94.9% |
| Total PSU Payment | — | — | — | — | 96.4% |
2024 actual bonus payments for Mr. Vintz:
| Period | Target Payment ($) | Achievement (%) | Actual Payment ($) |
|---|---|---|---|
| Q1 2024 | 74,987 | 100.6% | 75,438 |
| Q2 2024 | 74,987 | 99.7% | 74,763 |
| Q3 2024 | 74,988 | 96.6% | 72,438 |
| Q4 2024 | 74,988 | 97.8% | 73,338 |
| Full Year 2024 | 74,988 | 97.3% | 72,963 |
| Total 2024 | 374,938 | 98.4% | 368,940 |
2024 LTI grants and PSUs earned:
| Grant Type | Shares | Grant-Date FV ($) | Terms |
|---|---|---|---|
| RSUs (Feb 22, 2024) | 72,298 | 3,412,466 | Service vesting: 25% at first anniversary of 2/22/2024, then 1/16 quarterly over next 3 years |
| PSUs (Target, Feb 22, 2024) | 38,930 | 1,837,496 | Earn-out on 2024 Revenue+UFCF and Bookings; then service vesting 25% at first anniversary, quarterly thereafter |
| PSUs Earned (2024 performance) | 37,528 | — | Weighted payout 96.4% across metrics; service vesting applies |
Equity Ownership & Alignment
Beneficial ownership (as of March 17, 2025):
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Stephen A. Vintz | 845,581 (317,147 common + 528,434 options exercisable within 60 days) | <1% (asterisk per table) |
Outstanding equity awards (as of Dec 31, 2024):
| Award | Unvested Shares | Market Value ($) |
|---|---|---|
| RSUs (Feb 17, 2021 grant) | 5,844 | 230,137 |
| RSUs (Feb 23, 2022 grant) | 26,580 | 1,046,720 |
| PSUs (2022 cycle earned, service vesting) | 9,394 | 369,936 |
| RSUs (Feb 22, 2023 grant) | 45,856 | 1,805,809 |
| PSUs (2023 cycle earned, service vesting) | 14,355 | 565,300 |
| RSUs (Feb 22, 2024 grant) | 72,298 | 2,847,095 |
| PSUs (2024 cycle target; earned amount 37,528) | 38,930 | 1,533,063 |
Ownership alignment policies:
- Insider Trading Policy prohibits hedging, short sales, use of margin accounts, and pledges of Company equity securities .
- Director stock ownership guidelines require 5x annual base cash retainer; all non-employee directors met the guideline as of 12/31/2024 (executive ownership guidelines not disclosed) .
Vesting mechanics and potential selling pressure:
- RSUs vest 25% at first anniversary of grant then 1/16th quarterly thereafter, creating regular quarterly vesting events (Feb 22 grants schedule per 2024 awards) .
- PSUs vest based on single-year performance earn-out followed by the same multi-year service vesting; death/disability or CIC can accelerate .
Employment Terms
Severance and change-of-control economics (framework):
- If terminated without cause or resigns for good reason: 12 months continued base salary, Company-paid portion of health premiums up to 12 months, and lump-sum target annual bonus prorated and reduced by quarterly bonuses paid; PSUs forfeited if performance not yet certified .
- CIC “double-trigger” (within 3 months before or 12 months after a change in control): lump-sum base salary for 12 months, health premiums up to 12 months, bonus severance equal to 1x target annual bonus (plus prorated target less quarterly paid), and full accelerated vesting of outstanding unvested equity awards .
- Non-disclosure and non-solicitation obligations apply; employment is at-will .
Illustrative values for Mr. Vintz (assuming event occurred 12/31/2024):
| Scenario | Cash Severance ($) | Equity Severance ($) |
|---|---|---|
| Death/Disability | 17,421 (employer-paid health premiums up to 12 months) | 8,398,060 (RSUs and target PSUs acceleration at $39.38/share) |
| Non-CIC Termination | 598,220 | — (PSUs forfeited prior to performance certification) |
| CIC Termination (double-trigger) | 973,158 | 8,398,060 (full acceleration) |
Other policies:
- Compensation Committee oversees clawback policies .
- “No tax gross-ups” on future post-employment compensation arrangements; no hedging or pledging permitted .
- Perquisites minimal; no executive perquisites above $10,000 in 2024; executives receive broad-based benefits, 401(k) match, and ESPP access .
Board Governance
Board service status and dual-role implications:
- The proxy lists Tenable’s eight directors; Mr. Vintz is disclosed as an executive officer (Co-CEO and CFO) and is not listed as a member of the Board of Directors. Accordingly, there are no disclosed dual-role board independence concerns specific to Mr. Vintz (e.g., CEO+Chairman consolidation) .
- Board leadership: independent Chairman (Arthur W. Coviello, Jr.) as of January 2025; Board previously combined CEO+Chair roles before December 2024; independence affirmed for all current directors under Nasdaq standards .
- Board activity and committees: Board met 11 times in 2024 with all directors attending ≥75% of meetings; committees include Audit, Compensation, Nominating & Corporate Governance, and Cybersecurity Risk Management with specified chairs and 2024 meeting counts (Audit 9; Compensation 4; Cybersecurity 4; Nominating 4) .
Director compensation and ownership (context):
- Standard director cash retainers and RSU grants disclosed; director stock ownership guidelines at 5x annual retainer and met by all non-employee directors as of 12/31/2024 .
Compensation Structure Analysis
- Mix shift toward performance equity: PSUs increased to 35% of LTI in 2024 (from 25% in 2023), strengthening pay-for-performance alignment while maintaining RSUs for retention .
- Robust performance linkage: Short-term bonus and PSUs tied to Revenue + Unlevered Free Cash Flow and Bookings; 2024 payouts below target (bonuses 98.4%; PSUs 96.4%) indicating rigor in targets amid growth .
- Governance safeguards: “No hedging/pledging,” clawback oversight, no tax gross-ups on future arrangements, and double-trigger CIC vesting mitigate misalignment risks .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval was ~92.9%; Compensation Committee retained overall design given strong support and continued monitoring .
Equity Ownership & Alignment Detail
| Aspect | Detail |
|---|---|
| Beneficial ownership | 845,581 shares (317,147 common; 528,434 options exercisable within 60 days); <1% of shares outstanding |
| Unvested equity | RSUs and PSUs across 2021–2024 grants; service vesting quarterly; PSUs subject to annual financial performance |
| Hedging/pledging | Prohibited for executives and directors by policy |
| Ownership guidelines | Director guidelines at 5x annual cash retainer; executive guidelines not disclosed |
Performance & Track Record
- 2024 results: revenue $900m (+13% YoY), calculated current billings $969.5m (+11% YoY), unlevered free cash flow $237.8m (+36% YoY), non-GAAP operating margin 20% (+500 bps YoY). Strategic highlights include acquisitions (Eureka; Vulcan platform capabilities), product launches (AI Aware; Tenable One OT/IoT), and buyback authorization expansion to $300m with $100m repurchased (2.3m shares) .
Employment & Contracts
| Term | Provision |
|---|---|
| Employment status | At-will; amended & restated employment agreement (Feb 2019) with IP, non-disclosure, non-solicitation covenants |
| Severance (non-CIC) | 12 months base salary; employer-paid health premiums up to 12 months; prorated target bonus less quarterly paid; PSUs forfeited if performance not certified |
| CIC (double-trigger) | Lump-sum 12 months base salary; employer-paid health premiums up to 12 months; 1x target bonus plus prorated target less quarterly paid; full equity acceleration |
| Death/disability | Employer-paid health premiums up to 12 months; RSU/target PSU acceleration per plan |
Investment Implications
- Alignment and retention: High proportion of at-risk compensation, tighter performance equity mix (35% PSUs in 2024), and rigorous financial metrics suggest credible pay-for-performance; quarterly RSU service vesting implies predictable potential selling pressure windows for liquidity, though hedging/pledging prohibitions reduce misalignment risks .
- Change-of-control economics: Double-trigger acceleration and 1x target bonus (CIC) create certainty of payout in a sale scenario; investors should factor potential dilution/overhang from RSU/PSU accelerations in event-driven models .
- Ownership: Beneficial holdings include substantial options exercisable and ongoing unvested equity across cycles, indicating skin-in-the-game but below 1% ownership—monitor Form 4 activity and vesting events for near-term supply signals; the company’s buyback program partially offsets dilution .
- Governance: Independent Chair, committee oversight, clawback policies, and strong Say-on-Pay support (92.9%) point to mature governance with low headline risk from executive compensation practices .