Although the prior Say on Pay vote received 95% support and the company's cash bonus payouts tracked closely to target (approximately 100%), the equity component of compensation raises serious pay-for-performance concerns: both Co-CEOs received equity grants of $11 million each in 2025, more than doubling from their 2024 levels, at a time when Tenable's stock has lost approximately 59% of its value over three years while the XLK technology benchmark gained approximately 88%. The incentive pay structure relies on short-term one-year financial metrics (revenue, bookings, and free cash flow) without any multi-year total shareholder return or long-term profitability measure, meaning executives earned near-target payouts on performance-stock awards despite shareholders experiencing catastrophic losses. Under the policy's pay-for-performance alignment check, variable pay that is materially above benchmark while TSR underperforms the sector benchmark by more than 20 percentage points over three years warrants a No vote, and the approximately 147-percentage-point gap here far exceeds that threshold.

Ernst & Young LLP has audited Tenable since 2014 (approximately 12 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees (audit-related fees of $455K plus tax fees of $113K plus other fees of $8K = $576K) represent approximately 30% of core audit fees ($1,902K), which is comfortably below the 50% threshold; Ernst & Young is a Big 4 firm appropriate for a company of Tenable's size and complexity; no material restatements were identified.