Business Context and Reporting Period
This Form 8-K Current Report was filed by Tenable Holdings, Inc. on September 28, 2022. The filing primarily addresses corporate governance changes, specifically the appointment of a new director to the Board of Directors effective on the report date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on personnel appointments and compensation arrangements rather than financial performance data.
Material Changes
The material change reported is the appointment of George Alexander Tosheff as a Class III director, with his term expiring at the 2024 Annual Meeting of Stockholders. Mr. Tosheff will also serve as a member of the audit committee. He previously served on the Company's Executive Advisory Board from 2017 until September 2022.
Management Commentary and Compensation
The Board approved the following compensatory arrangements for Mr. Tosheff in connection with his appointment:
- Restricted Stock Units (RSUs): An award valued at $400,000 divided by the closing stock price on the grant date. Vesting occurs in three equal tranches on each anniversary of the commencement of service.
- Board Service Retainer: $35,000 for the year ending December 31, 2022, pro-rated for his 2022 service.
- Audit Member Service Retainer: $10,000 for the year ending December 31, 2022, pro-rated for his 2022 service.
Mr. Tosheff has also entered into the Company's standard form of indemnification agreement. The Board cited his extensive cybersecurity expertise and management experience, including his role as Senior Vice President and Chief Security Officer at VMware, Inc., as qualifications for the appointment.
Investor Verification Checklist
- Verify the closing price of Tenable's common stock on September 28, 2022, to calculate the exact number of RSUs granted.
- Review the full press release (Exhibit 99.1) for additional context on the appointment.
- Confirm the pro-rated calculation of the 2022 cash retainers based on the September 28 start date.
- Check subsequent filings for any changes to the Board composition or committee assignments.