Business Context and Reporting Period
This Form 8-K Current Report was filed by Tenable Holdings, Inc. on February 28, 2022, covering events occurring on February 23, 2022. The filing details the approval and grant of performance-based restricted stock units (PRSUs) to key executives under the Company's 2018 Equity Incentive Plan.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on executive compensation terms.
Material Changes and Executive Compensation
On February 23, 2022, the Compensation Committee granted PRSUs to three named executive officers. The awards were valued in dollars and converted to shares based on the closing stock price on the grant date.
| Officer | Title | Target Award Value |
|---|---|---|
| Amit Yoran | Chief Executive Officer and Chairman | $2,250,000 |
| Stephen A. Vintz | Chief Financial Officer | $1,275,000 |
| Stephen A. Riddick | General Counsel and Corporate Secretary | $625,000 |
Performance Goals and Vesting Terms
The PRSUs are subject to both performance-based and service-based vesting requirements for the 2022 calendar year.
- Performance Goals:
- Global bookings target (weighted 33.33%).
- Revenue plus free cash flow target (weighted 66.67%).
- Payout Range: 50% of target PRSUs at 75% achievement; up to 200% of target PRSUs at 125% or greater achievement. Linear interpolation applies between these thresholds.
- Service Requirement: Four-year vesting schedule. 25% vests on the first anniversary of the grant date; the remaining 75% vests in twelve quarterly installments over the subsequent three years.
- Change in Control: Provisions include double-trigger acceleration for involuntary termination without cause or for good reason following a change in control.
Investor Verification Checklist
- Verify the exact number of shares granted by applying the February 23, 2022, closing stock price to the target award dollar values listed above.
- Review the specific definitions of "global bookings" and "free cash flow" in the full award agreement (Exhibit 10.1) to understand potential accounting adjustments.
- Monitor future filings for the certification of 2022 performance goals to determine the actual number of shares that will vest.
- Confirm the impact of these grants on the Company's total equity dilution and stock-based compensation expense in upcoming quarterly reports.