TENABLE HOLDINGS INC (TENB)
Sector: Information Technology
2026 Annual Meeting Analysis
TENABLE HOLDINGS INC · Meeting: May 13, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Huffard has served on the board since 2002 and the stock has lost over 60% in three years while the technology sector ETF (XLK) gained 84%, a gap of 145 percentage points that far exceeds the 30-point threshold required to trigger a vote against; the five-year record (-52.6% vs XLK) shows the same severe underperformance, so no long-term mitigant applies.
Seawell has served on the board since 2017 and the stock has lost over 60% in three years while the technology sector ETF (XLK) gained 84%, a gap of 145 percentage points that far exceeds the 30-point threshold; the five-year record is similarly poor, so no long-term mitigant applies.
Vicks joined the board in January 2022 — more than 24 months ago — so he is not exempt from the performance trigger; the stock has lost over 60% in three years against XLK's 84% gain, a 145-point gap that far exceeds the 30-point threshold for companies with negative absolute returns, and the five-year record offers no relief.
For Analysis
All three Class II nominees are voted AGAINST due to severe and sustained stock underperformance: Tenable's shares have lost roughly 61% over three years while the technology sector ETF (XLK) gained 84%, a gap of 145 percentage points that far exceeds the policy's 30-point trigger threshold for companies with negative absolute returns. The five-year track record (-52.6% vs XLK) confirms this is not a transient dip, so the policy's long-term mitigant does not apply. No named peer group was disclosed in the proxy, so the sector ETF (XLK) is used as the fallback benchmark per policy.
Say on Pay
✗ AGAINSTCEO
Stephen A. Vintz
Total Comp
$11,862,340
Prior Support
95%%
The compensation committee more than doubled each Co-CEO's long-term equity award — from roughly $5.25 million and $5.1 million in 2024 to $11.0 million each in 2025 — at the same time the stock fell approximately 50% in a single year and has lost over 60% over three years while the technology sector (XLK) gained 84%. While the committee's rationale for the increase (expanded Co-CEO duties) has some merit, the magnitude of the equity awards places total compensation well above what would be expected for a $2.1 billion market-cap technology company, and the policy's pay-for-performance alignment check requires a vote against when variable pay is above benchmark and three-year total shareholder return underperforms the sector by more than 20 percentage points — a gap here of 145 points. The prior year's 95% support does not override the current year's assessment because compensation structure has materially changed in a direction unfavorable to shareholders.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
11 yrs
Audit Fees
$1,902,000
Non-Audit Fees
$576,000
Ernst & Young has audited Tenable since 2014 (approximately 11 years, well below the 25-year concern threshold), and total non-audit fees (audit-related, tax, and other fees combined: $576,000) represent approximately 30% of core audit fees ($1,902,000), which is comfortably below the 50% threshold that would raise independence concerns.
Overall Assessment
The 2026 Tenable ballot presents a mixed picture: all three director nominees are voted against due to catastrophic stock underperformance (-60.8% over three years versus the XLK technology ETF's +84.2% gain, a 145-point gap), and Say on Pay is also voted against because the compensation committee more than doubled Co-CEO equity awards in a year when the stock fell 50%, creating a stark pay-for-performance misalignment; the auditor ratification is the sole proposal receiving a favorable vote, as Ernst & Young's fees and tenure present no independence concerns.