DEF 14A: N-able, Inc. Announces Annual Meeting of Stockholders to be Held Virtually on May 22, 2024

N-able, Inc. will hold its annual meeting of stockholders virtually on May 22, 2024, to vote on director elections, auditor ratification, executive compensation, and the frequency of executive compensation votes.

Summary

• N-able, Inc. is holding its annual meeting of stockholders on May 22, 2024, at 9:00 a.m. Eastern Time, as a virtual meeting.
• Stockholders will vote on the election of three Class III directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, an advisory vote on executive compensation, and an advisory vote on the frequency of future executive compensation votes.
• The record date for determining stockholders entitled to vote is March 28, 2024.
• The proxy statement and 2023 annual report are available online at www.proxyvote.com.
• The board of directors recommends voting for the director nominees, for the ratification of the auditor, for the approval of executive compensation, and for holding advisory votes on executive compensation every one year.
• The company's executive compensation program includes base salary, annual cash incentives, and long-term incentives in the form of equity awards.
• The compensation committee approved increases to base salaries for NEOs other than the CEO effective January 1, 2023.
• The company achieved ARR of $430.7 million and Adjusted EBITDA of $134.1 million in 2023, resulting in a combined payout level of 131% of the target award levels for the 2023 Executive Bonus Program.
• The company's CEO pay ratio is 81 to 1, with the median employee compensation at $76,637 and the CEO's total compensation at $6,192,025.
• The Sponsors collectively held approximately 60.4% of voting power as of March 28, 2024.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and proposals for the annual meeting. The positive performance metrics and compensation alignment contribute to a moderately positive sentiment.

Positives

• The company's executive compensation program is designed to align executive interests with stockholder value.
• The compensation committee actively reviews and adjusts compensation based on performance and market conditions.
• The company has stock ownership guidelines for both non-employee directors and executive officers to further align interests with stockholders.
• The company has a compensation forfeiture and recoupment policy in place.
• The company prohibits hedging and pledging of company stock by employees and directors.
• The company achieved ARR of $430.7 million and Adjusted EBITDA of $134.1 million in 2023, resulting in a combined payout level of 131% of the target award levels for the 2023 Executive Bonus Program.

Negatives

• The Sponsors have significant voting power and can influence the election of directors and other matters.
• Certain actions by the company require the prior written consent of both Silver Lake Funds and Thoma Bravo Funds, potentially limiting flexibility.
• The company's CEO pay ratio is 81 to 1, with the median employee compensation at $76,637 and the CEO's total compensation at $6,192,025.

Risks

• The Sponsors have a controlling influence over matters requiring stockholder approval.
• The limitation of liability and indemnification provisions in the charter and bylaws may discourage lawsuits against directors and officers.
• Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially.

Future Outlook

The company has made statements in the proxy statement that are forward-looking and therefore subject to risks and uncertainties, including statements regarding executive and director compensation programs, strategies, and expectations.

Management Comments

• The compensation committee and the Board believe our executive compensation program, as described in the Compensation Discussion and Analysis, the compensation tables and the related narratives and other materials in this proxy statement reflects our goal of linking Company performance with executive compensation.
• The compensation committee and the Board believe that the executive compensation program is reasonable and effective in that it aligns the interests of our executive officers with both the short-term and long-term interests of our stockholders.

Industry Context

N-able operates in the competitive market for MSP solutions, and its compensation practices are designed to attract and retain talent in this industry.

Comparison to Industry Standards

• The compensation committee uses a peer group of comparable public companies to inform its decision-making process and ensure that the executive compensation program is competitive relative to market dynamics.
• The 2023 Compensation Peer Group consists of companies such as Appian Corporation, Box, Inc., Commvault Systems, Inc., Datto Holding Corp., Dynatrace, Inc., Jamf Holding Corp., Model N, Inc., New Relic, Inc., Ping Identity Holding Corp., Progress Software Corp., Qualys, Inc., Rapid7, Inc., SailPoint Technologies Holdings, Inc., SecureWorks Corp., TeamViewer AG, Tenable Holding, Inc., Upland Software, Inc., Varonis Systems, Inc., Workiva, Inc., Momentive Global, Inc., and Zuora, Inc.

Related Party Transactions

• The Sponsors have a stockholders agreement with the company that contains specific rights, obligations, and agreements.
• The company will reimburse the Sponsors and certain of their affiliates for certain out-of-pocket costs and expenses incurred in connection with the separation and distribution, certain advisory services, and their ownership of N-able stock.
• The company has entered into indemnity agreements with each of its directors and executive officers.

Stakeholder Impact

• The outcome of the votes at the annual meeting will impact the composition of the board of directors and the company's corporate governance practices.
• The advisory vote on executive compensation provides stockholders with an opportunity to express their views on the company's executive compensation program.
• The company's performance and compensation practices impact employee morale and retention.

Next Steps

• Stockholders are encouraged to vote their shares either over the Internet, by telephone, or by mail.
• The board of directors will consider the outcome of the advisory vote on executive compensation when determining future executive compensation arrangements.

Key Dates

Keywords

executive compensation, annual meeting, proxy statement, directors, stockholders, governance, compensation, N-able