Business Context and Reporting Period
This Form 8-K Current Report was filed by Tenable Holdings, Inc. on August 8, 2019. The filing reports a corporate governance event: the appointment of a new director to the Board of Directors.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on personnel appointments and associated compensation arrangements.
Material Changes
The material change reported is the appointment of Linda Zecher as a Class I director, effective August 8, 2019. Her term will expire at the 2022 annual meeting of stockholders. She has been assigned to the Compensation Committee and the Nominating and Corporate Governance Committee.
Management Commentary and Compensation
The Board cited Ms. Zecher's extensive management experience with technology companies and her prior service as a director of public companies as qualifications for her appointment. Her compensation package includes:
- Equity Grant: 17,331 restricted stock units (RSUs) vesting one-third annually over three years, subject to continued service.
- Annual Retainers (Pro-rated for 2019):
- Board Service Retainer: $30,000
- Compensation Committee Member Retainer: $6,000
- Nominating and Corporate Governance Committee Member Retainer: $4,000
Ms. Zecher has also entered into the Company's standard indemnification agreement. No family relationships or undisclosed transactions were reported.
Investor Verification Checklist
- Verify the vesting schedule and acceleration clauses for the 17,331 RSUs granted to Ms. Zecher.
- Confirm the pro-rated calculation of the 2019 cash retainers based on the August 8 start date.
- Review Ms. Zecher's prior board service at Hasbro, Inc. and Houghton Mifflin Harcourt Company for potential conflicts of interest.
- Check subsequent filings for the impact of this appointment on Board committee composition.