DEF 14A of N-able, Inc., Apr 11, 2024

DEF 14A of N-able, Inc.

Filed Apr 11, 2024 · FY20230001834488-24-000050

Open on EDGAR

  1. To Be Held on May 22, 2024

    | Pay versus Performance | 45 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 50 | | The Sponsors as Our Controlling Stockholders | 50 | | Stockholders’ Agreement | 50 | | Grants of Equity Awards | 51 | | Employment Agreements | 51 | | Registration Rights Agreement | 51 | | Policies and Procedures for Related Party Transactions | 51 | | Limitations of Liability; Indemnification of Directors and Officers | 52 | | Indemnity Agreements | 52 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 | | EQUITY COMPENSATION PLAN INFORMATION | 54 | | OTHER MATTERS | 55 |

  2. How may I vote for the nominees for director, and how many votes must the nominees receive to be elected?

    How may I vote for the nominees for director, and how many votes must the nominees receive to be elected? With respect to the election of each of the nominees for director, you may: •vote FOR the election of the director nominee; or •vote WITHHOLD with respect to the election of the director nominee. The two nominees for director receiving the most FOR votes from the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors will be elected. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees.

  3. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board is currently comprised of seven directors and is divided into three classes with staggered three-year terms. The Board currently has two directors in Class I, three directors in Class II and two directors in Class III. The term of office of our Class III directors, Ann Johnson and Michael Widmann, will expire at this year's annual meeting of stockholders. Each of our current Class III directors is standing for election. The term of office of our Class I directors, William Bock and John Pagliuca, will expire at the 2025 annual meeting. The term of office of our Class II directors, Michael Bingle, Darryl Lewis and Cam McMartin, will expire at the 2026 annual meeting. There are no family relationships between any of our directors or executive officers.

  4. Nominees for Election as Class III Directors at the Annual Meeting

    Nominees for Election as Class III Directors at the Annual Meeting Listed below are this year’s nominees for election to the Board as Class III directors. Each of the director nominees has consented to be named in this proxy statement and to serve if elected. If elected, each nominee will serve for a term of three years expiring at the 2027 annual meeting of stockholders or until a successor has been duly elected and qualified or until the nominee’s earlier death, resignation or removal. The age of each director is as of the date of this proxy statement.

  5. Nominees for Election as Class III Directors at the Annual Meeting

    | Name | Age | Positions and Offices Held with Company | Director Since | | Ann Johnson | 58 | Director | November 2021 | | Michael Widmann | 35 | Director | July 2021 |

  6. Nominees for Election as Class III Directors at the Annual Meeting

    Ann Johnson. Ann Johnson has served as a member of our board of directors since November 3, 2021. Ms. Johnson has been Corporate Vice President of SCI Business Development at Microsoft (NASDAQ: MSFT) since 2018, prior to which she served as VP – Enterprise Cybersecurity from 2017-2018 and GM – Enterprise Cybersecurity Group from 2015-2017. Ms. Johnson oversees the investment and strategic partner strategy roadmap for security, compliance, and identity for one of the largest tech companies on our planet to help organizations become operationally resilient on their digital transformation journey and unlock capabilities of Microsoft’s intelligent cloud and next generation AI. Ms. Johnson is a member of the board of advisors for FS-ISAC (The Financial Services Information Sharing and Analysis Center), an advisory board member for EWF (Executive Women’s Forum on Information Security, Risk Management & Privacy), and an advisory board member for HYPR Corp. Ms. Johnson recently joined the board of advisors for Cybersecurity Ventures. Our Board believes that Ms. Johnson’s industry experience and cybersecurity expertise qualify her to serve as a director. Michael Widmann. Michael Widmann has served as a member of our board of directors since July 16, 2021. Mr. Widmann is currently a Managing Director of Silver Lake, which he joined in 2011. Previously, he worked in the Technology Investment Banking Group at Credit Suisse. He currently serves on the board of directors of SolarWinds (NYSE:SWI) and TEG Pty Ltd. Mr. Widmann received a B.A. in Economics from Claremont McKenna College. Our Board believes that Mr. Widmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

  7. Continuing Directors Not Standing for Election

    Continuing Directors Not Standing for Election Certain information about those directors whose terms do not expire at the 2024 annual meeting is furnished below. The ages of each director are as of the date of this proxy statement.

  8. Continuing Directors Not Standing for Election

    | Name | Age | Positions and Offices Held with Company | Director Since | | Michael Bingle | 51 | Director | July 2021 | | William Bock | 73 | Director | July 2021 | | Darryl Lewis | 58 | Director | July 2021 | | Cam McMartin | 67 | Director | July 2021 | | John Pagliuca | 47 | President, Chief Executive Officer and Director | April 2021 |

  9. Continuing Directors Not Standing for Election

    Class I Directors (Terms Expire in 2025) William Bock. William Bock has served as Chairman of the board of directors of N-able since July 16, 2021. Mr. Bock has served as a board director and advisor for a number of technology companies since his retirement from Silicon Laboratories Inc., or Silicon Labs, in 2016. Mr. Bock previously served as President of Silicon Labs from 2013 to 2016 and as Chief Financial Officer and Senior Vice President of Silicon Labs from 2006 to 2011. From 2001 to 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves on the board of directors of Silicon Labs (NASDAQ: SLAB) and SailPoint Technologies and is Board Chairman of SolarWinds (NYSE:SWI). He previously served on the board of directors of Convio (NASDAQ: CNVO), Entropic Communications (NASDAQ: ENTR) and Borderfree, Inc. (NASDAQ: BRDR). Mr. Bock holds a B.S. in computer science from Iowa State University and a M.S. in industrial administration from Carnegie Mellon University. Our Board believes that Mr. Bock’s extensive board and industry experience and overall knowledge of our business qualify him to serve as a director. John Pagliuca. has served as our Chief Executive Officer and director since April 12, 2021. Mr. Pagliuca brings over 20 years of leadership experience to his role, with a significant focus in the software and SaaS industry. Mr. Pagliuca previously served as the Executive Vice President and Division President, N‑able (formerly SolarWinds MSP) since January 2020. Mr. Pagliuca previously served as Executive Vice President & General Manager, N-able from January 2019 to January 2020 and Senior Vice President, General Manager, N-able from November 2016 to January 2019. Mr. Pagliuca joined N-able with the acquisition of LogicNow in May 2016, where he served as Chief Financial Officer from July 2015 to November 2016 and Vice President of Finance and Operations from February 2013 to July 2015. Prior to joining LogicNow, he served as the Vice President of Finance and Operations at Airvana. He holds a B.S. in Accounting from Babson College. Our Board believes that Mr. Pagliuca’s financial and business expertise, his extensive experience working with software and other SaaS companies and his daily insight into corporate matters as our principal executive officer make him well-qualified to serve as a director. Class II Directors (Terms Expire in 2026) Mike Bingle. Mike Bingle has served as a member of our board of directors since July 16, 2021. Mr. Bingle is currently Vice Chairman of Silver Lake, which he joined in 2000. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management, L.P. Prior to Apollo, he worked in the Investment Banking Division of Goldman, Sachs & Co. Mr. Bingle serves on the boards of directors of Achievers Holdings, Inc., Blackhawk Network Holdings, Inc., and SoFi Technologies, Inc. (NASDAQ: SOFI). He also serves on the Board of Trustees of Duke University and as a member of the Council on Foreign Relations. Previously, Mr. Bingle was a director of Ameritrade Holding Corp. (NYSE:AMTD), Ancestry.com LLC, Credit Karma, Inc., Datek Online Holdings, Inc., Fanatics Holdings, Inc., Gartner, Inc. (NYSE:IT), Gerson Lehrman Group, Inc., Interactive Data Corporation, IPC Systems, Inc., Instinet, Inc., Mercury Payment Systems, SolarWinds (NYSE: SWI) and Virtu Financial, Inc. (NASDAQ: VIRT). Mr. Bingle received a B.S.E. in Biomedical Engineering from Duke University. Our Board believes that Mr. Bingle’s board and industry experience and overall knowledge of our business qualify him to serve as a director. Darryl Lewis. Darryl Lewis has served as a member of our board of directors since July 16, 2021. Mr. Lewis is currently an Operating Partner at Banneker Partners, where he has served in that capacity since March 2019. Mr. Lewis previously served as the Chief Technology Officer for STATS, a Vista Equity Partners portfolio company, from June 2015 to June 2017. Prior to STATS, he was the Managing Director of Product & Technology for Vista Equity Partners from June 2013 to June 2015, where he led technology due diligence and portfolio-wide value creation, collaborating closely with management teams across Vista’s entire portfolio. Earlier in his career, Mr. Lewis held a number of management positions at Microsoft Corporation across multiple products and divisions. Mr. Lewis holds a B.S. in Computer Science from the University of Wisconsin. Our Board believes that Mr. Lewis’s industry experience and overall knowledge of our business qualify him to serve as a director. Cam McMartin. Cam McMartin has served as a member of our board of directors since July 16, 2021. From December 2019 through June 2021 he served as a board member and a company and fund advisor of Thoma Bravo Advantage. Mr. McMartin served as the Chief Operating Officer of SailPoint Technologies Holdings, Inc. from May 2019 to December 2019, as the Chief Financial Officer from 2011 to May 2019 and as the Interim Chief Financial Officer from August 2021 through March 2022. Mr. McMartin formerly served as Managing Director and Chief Financial Officer for CenterPoint Ventures, a $425 million venture capital group. Before CenterPoint Ventures, Mr. McMartin held senior financial and operating positions with a number of corporations, including Senior VP, Operations at Dazel, Member, Office of the Chief Executive and Chief Financial Officer of DataCard, and Chief Financial Officer at Convex Computer (NYSE: CNX). Mr. McMartin holds a B.A. in Business Administration from Trinity University and an M.B.A. from the University of Michigan. Our Board believes that Mr. McMartin’s extensive industry experience, along with his financial and cybersecurity expertise, qualify him to serve as a director.

  10. Required Vote and Recommendation of the Board for Proposal One

    Required Vote and Recommendation of the Board for Proposal One You may vote “FOR,” or “WITHHOLD” on this proposal. The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes are not votes cast and will not be counted in determining the outcome of the election of directors. Our nominating and corporate governance committee has recommended, and our Board has approved, Ann Johnson and Michael Widmann as nominees for election as Class III directors at the annual meeting. If elected, Ms. Johnson and Mr. Widmann will serve as Class III directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.

  11. Required Vote and Recommendation of the Board for Proposal One

    | Our Board recommends that you vote FOR Ms. Johnson and Mr. Widmann. |

  12. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  13. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of our Board. Currently, our Board consists of seven persons, six of whom qualify as “independent” under the listing standards of The New York Stock Exchange, or NYSE. Of our seven directors, one identifies as a woman, one identifies as African American or Black and one identifies as LGBTQ+. The number of directors is fixed by our Board, subject to the terms of our third amended and restated certificate of incorporation, or charter, amended and restated bylaws, or bylaws, and stockholders’ agreement dated July 19, 2021, as amended, or stockholders’ agreement. Pursuant to the terms of the stockholders’ agreement, described more fully under “Certain Relationships and Related Party Transactions—The Sponsors as our Controlling Shareholders,” the Sponsors are be entitled to nominate members of our board of directors as follows: •so long as the Silver Lake Funds own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate one director; and •so long as the Thoma Bravo Funds and their co-investors own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Thoma Bravo will be entitled to nominate one director. Notwithstanding the foregoing, the Silver Lake Funds and the Thoma Bravo Funds will each be entitled to nominate three directors only if the total number of directors (inclusive of the number of directors nominated by the Silver Lake Funds and the Thoma Bravo Funds) exceeds seven directors. The Sponsors have agreed to vote their shares in favor of the directors nominated as set forth above. Currently, the nominees of the Silver Lake Funds serving on our Board are Messrs. Bingle and Widmann. Thoma Bravo does not currently have any designees serving as directors, although they retain their right to designate directors as described above.

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  15. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides information regarding the compensation paid to our non-employee directors for the fiscal year ended December 31, 2023.

  16. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Michael Bingle | 49,000 | 179,988 | 228,988 | | William Bock | 101,000 | 179,988 | 280,988 | | Ann Johnson | 49,000 | 179,988 | 228,988 | | Darryl Lewis | 53,000 | 179,988 | 232,988 | | Cam McMartin | 63,000 | 179,988 | 242,988 | | Michael Widmann | 41,000 | 179,988 | 220,988 |

  17. 2023 Director Compensation Table

    _______________________________________________________ (1)The amounts in this column represent the amounts paid in cash to our non-employee directors for board and committee service during the fiscal year ended December 31, 2023 under our non-employee director compensation policy, which is further described below under the caption “Narrative Disclosure to Director Compensation Table.” (2)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units, or RSUs, based on the closing price of a share of common stock on the grant date computed in accordance with ASC Topic 718. The RSUs are equity awards under our non-employee director compensation policy that were granted on the date of our 2023 annual meeting of stockholders, as further described below under the caption “Narrative Disclosure to Director Compensation Table.” As of December 31, 2023 each of our non-employee directors had 21,149 shares of common stock underlying outstanding stock awards held by such director, other than Ms. Johnson, who had 20,383 shares of common stock underlying outstanding stock awards held by her.

  18. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table Our board of directors has adopted a director compensation policy under which we pay a combination of cash and equity compensation to our non-employee directors for their services as directors or as members of committees of our board of directors. The following summary describes the material terms of our director compensation policy. •Each director receives an annual cash retainer for service to our board of directors and an additional annual cash retainer for service on any committee of our board of directors or for serving as the chair of our board of directors or any of its committees, in each case, prorated for partial years of service, as follows:

  19. Narrative Disclosure to Director Compensation Table

    | | Board or Committee Member | Board or Committee Chair | | Annual cash retainer | $35,000 | $85,000 | | Additional annual cash retainer for the compensation committee | $6,000 | $12,000 | | Additional annual cash retainer for the nominating and corporate governance committee | $4,000 | $8,000 | | Additional annual cash retainer for the cybersecurity committee | $4,000 | $8,000 | | Additional cash retainer for the audit committee | $10,000 | $20,000 |

  20. Narrative Disclosure to Director Compensation Table

    •Each of our non-employee directors was previously granted an award of restricted stock units representing the right to receive a number of shares of our common stock determined by dividing $360,000 by the per-share price of our common stock on the date of grant (an “Initial Award”). Each Initial Award will vest in equal annual installments on the first three anniversaries of the date of grant, subject to the director’s continued service through the applicable vesting date. On the date of the first meeting of our board of directors following each annual meeting of our stockholders, each director will be granted an award of restricted stock units representing the right to receive a number of shares of our common stock determined by dividing $180,000 by the per-share price of our common stock on the date of grant (an “Annual Award”). Each Annual Award will vest in full on the day immediately preceding the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date. Each new director first appointed or elected to our board of directors will be granted an Initial Award at the first meeting of our board of directors following such appointment or election, provided that if such initial appointment or election occurs within six months before the next annual meeting of our stockholders the new director will not be eligible to receive an Annual Award following that annual meeting of stockholders. •All equity awards granted to our non-employee directors under our 2021 Equity Incentive Plan that are then-outstanding will vest in full upon a Change in Control (as defined in the 2021 Equity Incentive Plan). •Each director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee on which he or she serves. Non-Employee Director Stock Ownership Guidelines Effective as of the separation and distribution, our Board adopted stock ownership guidelines for our non-employee directors. Pursuant to these guidelines, as of January 1st of each year, each of our non-employee directors must retain an equity interest in the Company that is at least three times the base annual cash board retainer. For purposes of the stock ownership guidelines, equity interests include vested and unvested shares of common stock, vested but unexercised stock options, unvested stock options, unvested restricted stock units and unvested performance stock units, provided that the level of achievement has been certified by the compensation committee and such awards are subject only to further service-based vesting. With respect to non-employee directors that are designees of the Silver Lake Funds or the Thoma Bravo Funds under our stockholders’ agreement, if any, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Silver Lake Funds or the Thoma Bravo Funds, respectively. For purposes of our stock ownership guidelines, the value of the equity interests held by a non-employee director is calculated based on the average closing stock price of one share of the our common stock as listed on the NYSE for the 30 calendar days preceding the determination date of January 1st of each year. Each non-employee director shall have five years to accumulate this equity interest from the later of the implementation of the stock ownership guidelines and the date such person became subject to the stock ownership guidelines. Following the accumulation period, in the event that a non-employee director no longer holds the required interest as a result of fluctuations in the trading price of our common stock or changes in the annual cash board retainer, such non-employee director will have one year to regain the required equity interests. As of January 1, 2024, each of our non-employee directors was in compliance with our non-employee director stock ownership guidelines.

  21. Executive Summary

    Executive Summary Who We Are We are a leading global provider of cloud-based software solutions for managed service providers (“MSPs”), enabling them to support digital transformation and growth for small and medium-sized enterprises (“SMEs”), which we define as those enterprises having fewer than 1,000 employees. With a flexible technology platform and powerful integrations, we make it easy for MSPs to monitor, manage, and protect their end-customer systems, data and networks. Our growing portfolio of security, automation and backup and recovery solutions is built for IT services management professionals. N-able simplifies complex ecosystems and enables customers to solve their most pressing challenges. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help MSPs deliver exceptional value and achieve success at scale. 2023 Executive Compensation Actions Our executive compensation program consists of base salary, an annual cash incentive opportunity, long-term incentive compensation in the form of equity awards and broad-based health and welfare benefits. We chose to build our program around these elements because we believe that each element is useful in achieving one or more of the objectives of our program, and that all elements together have been and will continue to be effective in achieving our overall objectives. The compensation committee may adjust compensation based on factors specific to an NEO or if it believes that in the aggregate the components do not achieve the desired goal. As a result, each element is dependent on the other elements. We consider every element of compensation, both potential and realized, when determining the amount of each element of compensation. Among the key compensation actions and decisions made by the compensation committee with respect to our NEOs for 2023 were: •Pay Mix - Adjusted the annual base salaries and target cash bonuses of our NEOs, other than our CEO, to align with prevailing market practice and weigh total cash compensation for those NEOs more heavily toward base salary than in prior years. •Annual Base Salary – In connection with the realignment of the pay mix, and in recognition of performance, increased the annual base salaries of our NEOs in amounts ranging between 6.3% and 12.7%, other than for our CEO whose annual base salary was maintained at its 2022 level. These increases were effective as of January 1, 2023. •Annual Cash Incentives – In connection with the realignment of the pay mix, we decreased our NEOs target percentages from 80% to 70% of base salary, other than our CEO whose target percentage remained at 100% of base salary. We set ambitious financial targets based on achievement of ARR and adjusted EBITDA goals for 2023, with an ability to achieve up to a maximum of 200% of each NEO’s target percentage. •Equity Awards – In 2023, performance stock units (“PSUs”) continued to be one of the components of the long-term incentive compensation of our NEOs. PSUs granted in 2023 represented 50% of the target equity value awarded to NEOs and were eligible to be earned based on achievement of ARR and adjusted EBITDA goals for 2023 and continued service. The company achieved approximately 131% of the target level of performance in 2023 required for the PSUs to be earned and the PSUs so earned vest over three years from the grant date, subject to continued service. •Peer Group - We updated our peer group of comparable public companies, selected with the assistance of our independent compensation consultant, to inform our decision-making process and to assist in ensuring that our executive compensation program is positioned to be competitive relative to market dynamics and aligned with our business objectives at this stage of our development. Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during 2023:

  22. Executive Summary

    | What We Do | | | What We Don't Do | | ü | Pay for performance through incentives based on Company performance | û | Guarantee annual base salary increases or bonuses unless as part of an initial employment agreement to induce the candidate to join the Company | | ü | Align executive compensation with stockholder returns through long-term incentives | û | Provide tax "gross-ups" or perquisites except with respect to the standard benefits that are provided to all our employees or as part of an international assignment | | ü | Structure executive officer compensation so the majority is “at-risk” | û | Provide excise tax "gross-ups" for executive officers in the event of a change in control of the Company | | ü | Annual and ongoing reviews of compensation programs, policies, practices and governance, including an assessment to identify and mitigate undue risk-taking by our executive officers and other employees | û | Allow hedging or pledging of Company stock | | ü | Require a "double-trigger" for potential payments and benefits upon a change in control for NEOs, other than our CEO | û | Provide pension arrangements or separate executive retirement plans | | ü | Maintain and periodically review stock ownership guidelines | | |

  23. Overview of Executive Compensation Program

    | Objective | Description | | Competitive Pay | Our total compensation program is designed to be competitive to recruit and retain highly qualified executives for critical positions. | | Balanced Pay Mix | Our compensation program is a combination of short-term and long-term, cash and equity and fixed and performance-based elements. A majority of our executive compensation program is performance-based and “at-risk,” or otherwise focused on the long-term, which we believe drives the creation of long-term shareholder value. | | Pay for Performance | Our executive officers’ compensation packages are designed to link short-term and long-term incentives to our performance against financial and operational goals to motivate and drive execution against such financial and operational goals. | | Stockholder Alignment | Our executive officers’ compensation packages are designed to link long-term incentives to the creation of stockholder value to align the interests of our executive officers with those of our stockholders. | | Balanced Performance Management | We use a combination of financial performance metrics, varying time horizons, and compensation vehicles to provide a balanced and comprehensive measure of performance and to encourage effective use of resources to achieve corporate objectives. | | Manage Compensation Risk | We set incentive goals in such a way as to discourage excessive and unnecessary risk taking and avoid placing too much emphasis on any one metric or performance time horizon. |

  24. Overview of Executive Compensation Program

    Elements of Compensation In setting target total direct compensation, the compensation committee seeks to achieve a balance between fixed and variable (or “at-risk”) elements, short-term and long-term pay elements and cash and equity-based elements. Our executive compensation program for 2023 included base salaries, annual cash incentives and long-term incentives in the form of equity awards as described in the following table:

  25. Overview of Executive Compensation Program

    | | Cash Compensation | | Equity Compensation | | | | Base Salary | Executive Bonus Plan | Performance Stock Units | Restricted Stock Units | | Primary Purpose | Attraction and Retention | | | | | | Secure and retain services of our executive officers by providing a fixed level of cash compensation for performing essential elements of position | Encourage our executive officers to achieve short-term individual and Company goals that drive our growth | Provide long-term incentives to our executive officers that align their interests with our stockholders’ interests and support our leadership retention objectives | | | Grant Date | --- | First Quarter for Current Year | | | | Payment Date | Ongoing | First Quarter of Next Fiscal Year | Earned after One Year and Vest over Three Years | Vest over Four Years | | Fixed or At-Risk | Fixed | Variable or “At-Risk” | | | | Performance Period | --- | One Year | One Year | --- | | Performance Basis | Compensation committee judgment | Payout based on achievement against ARR and adjusted EBITDA targets, plus compensation committee judgment | | Service-based vesting but value subject to stock price fluctuations |

  26. Compensation Decision Making Process

    Compensation Decision Making Process We believe the best way to align executive and stockholder interests is through a compensation program governed by the compensation committee, designed with input from management and, as appropriate, external advisors regarding internal, external and business challenges and opportunities facing our Company and our executive officers. Role of the Compensation Committee The compensation committee has the overall responsibility for overseeing the compensation and benefit programs for our executive officers. The compensation committee is responsible for ensuring that our compensation policies and practices support the successful recruitment, development and retention of the executive officer talent required for us to achieve our business objectives. Members of the compensation committee are appointed by our board of directors. Messrs. Bock, Bingle and Widmann served on the compensation committee during 2023. See “Corporate Governance—Committees of Our Board of Directors—Compensation Committee” for more information regarding the compensation committee. Role of Management Together, our CEO and Chief People Officer (“CPO”) typically review the design of our executive compensation program, working with internal resources, as well as our independent compensation consultant. Based on this review, management may recommend modifications to the executive compensation program for the committee’s consideration. In addition, our CEO and CPO provide the committee with an assessment of the Company performance and individual performance of each NEO (other than themselves). Based on this assessment, our CEO and CPO will make recommendations to the committee regarding the compensation of such NEOs, including the appropriate split between each of the different elements of compensation. In preparing compensation recommendations, our CEO, CPO and other members of management involved in the compensation process review market compensation data, consisting of peer group data and other supplementary third-party survey data, and benchmark the compensation for our NEOs against such data. In approving these arrangements, the members of the compensation committee rely on their experience and judgment, and that of our CEO and CPO, and review their recommendations to ensure the compensation packages are appropriate based on each executive officer’s title and position. Compensation arrangements may be adjusted from time-to-time based on our desire to remain market competitive, or to reflect changes in an executive officer’s title, authority or job responsibilities. Our CEO is not present during any deliberations related to his own compensation. Our Executive Vice President, General Counsel also attended the meetings of the compensation committee related to 2023 executive compensation but was not present during any deliberations related to his own compensation. We intend to continue a similar practice in the future. Role of Compensation Consultant The compensation committee has the authority to retain a compensation consultant to assist in evaluating the compensation of our CEO and our other executive officers and to approve the consultant’s fees and engagement terms. The compensation committee also has the authority to retain other advisors to assist it in fulfilling its responsibilities. In 2023, the compensation committee engaged Pearl Meyer, an independent compensation consulting firm, to assist it in fulfilling its responsibilities by providing reports and analyses regarding competitive market and industry trends and practices related to executive compensation. Pearl Meyer reports directly to the compensation committee and does not provide any additional services to management. The compensation committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and concluded that Pearl Meyer is an independent advisor. The competitive market data provided by the compensation consultant included compensation information specific to comparable companies from publicly filed documents, including percentiles and other data aggregated across this information, and aggregated data across a broader set of technology companies. The compensation committee used this data to inform its decisions about our compensation practices, policies and programs and our 2023 executive compensation. The compensation committee did not, however, benchmark or make decisions or target compensation of any executive officer based on any singular data point such as a particular pay percentile within the aggregated data. Role of the Peer Group The compensation committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2023 compensation levels, in conjunction with the recommendation of Pearl Meyer, the compensation committee considered publicly-available data for a group of peer companies (the “2023 Compensation Peer Group”) listed below, along with industry specific survey data, where appropriate. The selection criteria for determining and reviewing the 2023 Compensation Peer Group used to establish the competitive market for the NEOs generally include: •Industry: Companies in the system and application software industries. •Size: Companies with revenues ranging from approximately 60% - 268% of our revenue, based on 2021 fiscal year revenue ($207 million to $929 million), as compared to our 2021 fiscal year revenue of $346 million. •Business Model: Companies with a similar operating size and complexity profile, including comparable employee headcount and the presence of international operations. Additionally, companies which generally provide cloud-based software and application solutions to enterprise clients and other service providers. Our 2023 Compensation Peer Group consists of:

  27. 2023 Executive Compensation Program in Detail

    (1) Amounts reported for Mr. Colletti in this table are based on the average daily conversion for the calendar year ended December 31, 2023 between the Canadian Dollar and US Dollar as reported by the Bank of Canada. Annual Cash Incentives The compensation committee annually establishes the performance metrics and objectives underlying the N-able, Inc. Bonus Plan. The performance metrics and objectives may change from year to year as we continue to evolve and establish different priorities, but will remain subject to the review and approval of the compensation committee. The compensation committee reserves the discretion to modify performance metrics and objectives during the performance period, make adjustments for currency fluctuations or fundamental changes to our business which impact performance objectives and to exercise discretion on final payout amounts. 2023 Executive Bonus Program In February 2023, the compensation committee determined the criteria for 2023 annual cash incentives for its executives under the N-able, Inc. Bonus Plan, which we refer to as our 2023 Executive Bonus Program. Pursuant to this program, NEOs were eligible to receive cash incentives for the achievement of certain pre-established corporate performance objectives consistent with our annual operating plan. The 2023 Executive Bonus Program is also meant to serve as a retention tool. As such, only employees who are employed with us at the time bonuses are paid are eligible to receive a bonus. Actual payouts can range between 0% and 200% of target award amounts. Target Bonus Percentages Bonus targets are expressed as a percentage of base salary and are reviewed by the compensation committee annually. In February 2023, the compensation committee reviewed the bonus targets of our NEOs and considered a number of factors, including: the market analysis prepared by the compensation consultant, including an emphasis on the competitiveness of our NEOs’ mix of base salary and target bonus compared to that of similarly positioned executive officers at comparable companies; each NEO's skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO. For 2023, based on the factors above, the compensation committee reduced the proportion of cash compensation made up of bonus for our NEOs, other than our CEO, to align with prevailing market practices and weigh total cash compensation more heavily toward base salary. The following table shows the 2023 bonus targets, as a percentage of base salary, for our NEOs under the 2023 Executive Bonus Program.

  28. 2023 Executive Compensation Program in Detail

    | Named Executive Officer | 2022 Target Bonus Percent | 2023 Target Bonus Percent | Percent Decrease | | Mr. Pagliuca | 100% | 100% | —% | | Mr. O’Brien | 80% | 70% | 13% | | Mr. Adler | 80% | 70% | 13% | | Mr. Colletti | 80% | 70% | 13% | | Ms. Pai | 80% | 70% | 13% |

  29. 2023 Executive Compensation Program in Detail

    | | 2022 | | | 2023 | | | | | Named Executive Officer | Base Salary | Target Bonus | Target Cash Compensation | Base Salary | Target Bonus | Target Cash Compensation | Percent Increase | | Mr. O’Brien | $355,000 | $284,000 | $639,000 | $400,000 | $280,000 | $680,000 | 6.4% | | Mr. Adler | $400,000 | $320,000 | $720,000 | $425,000 | $297,500 | $722,500 | 0.3% | | Mr. Colletti1 | $281,551 | $225,241 | $506,792 | $309,706 | $216,794 | $526,500 | 3.9% | | Ms. Pai | $385,000 | $308,000 | $693,000 | $410,000 | $287,000 | $697,000 | 0.6% |

  30. 2023 Executive Compensation Program in Detail

    (1) Amounts reported for Mr. Colletti in this table are based on the average daily conversion for the calendar year ended December 31, 2023 between the Canadian Dollar and US Dollar as reported by the Bank of Canada. Performance Metrics In February 2023, the compensation committee established ARR and adjusted EBITDA as the performance metrics for the 2023 Executive Bonus Program. Adjusted EBITDA is defined as net income or loss, excluding amortization of acquired intangible assets and developed technology; depreciation expense; income tax expense (benefit); interest expense, net; unrealized foreign currency (gains) losses; acquisition related costs; spin-off costs; stock-based compensation expense and related employer-paid payroll taxes; and restructuring and other costs. Costs are not allocated related to indirect general and administrative costs (finance, human resources, legal and executive costs). ARR is defined as annualized recurring revenue as of the end of the applicable fiscal year, calculated by multiplying the recurring revenue and related usage revenue, excluding the impact reserves, recognized during the final month of the reporting period from both long-term and month-to-month subscriptions by twelve. Adjusted EBITDA and ARR used for determining performance under the 2023 Executive Bonus Program may differ from other adjusted EBITDA and ARR referenced from time to time in our financial releases and other filings with the SEC because these measures may be adjusted for foreign exchange rates and/or exclude certain items that we consider to be non-recurring in nature. These metrics were selected following a review of our business priorities for the year as recommended by our board of directors and management, and were based on the compensation committee’s belief that participating executives have line of sight and direct ability to influence each metric; these performance metrics are key measures of the Company’s performance and stockholder value creation, and the achievement of these metrics represents an important part of our business plan. In particular, adjusted EBITDA focuses on profitable growth, while continuing to provide strong accountability for returns; and ARR ensures we are delivering an appropriate level of top-line growth. The compensation committee established threshold and target performance levels for each metric that were believed to be challenging but attainable, assuming excellent execution of our plan, and achievement of which would translate to stockholder value over the long-term. The compensation committee believed this design provided the proper incentives to our executive officers to execute at a high level to achieve results consistent with our financial outlook as communicated to our stockholders. The 2023 Executive Bonus Program set forth the targets for each metric under the program period based on the Company’s financial targets, with the metrics being weighed evenly between ARR and adjusted EBITDA. No portion of the bonus would be paid if either ARR or adjusted EBITDA fell below the threshold level. For achievement at the threshold level of performance, the bonus would payout at 50% of the target level, and the maximum potential payout was 200% of such NEO’s target bonus. The performance metrics, corresponding payouts and actual results under the 2023 Executive Bonus Program were as follows (in millions):

  31. 2023 Executive Compensation Program in Detail

    | ARR | | | | | | Achievement | Payout | Actual | | Threshold | $426.6 | 50% | | | | $428.5 | 70% | $430.7 | | | $432.4 | 80% | | | | $436.3 | 90% | | | Target | $440.0 | 100% | | | | $446.0 | 125% | | | | $451.8 | 150% | | | Maximum | $463.4 | 200% | |

  32. 2023 Executive Compensation Program in Detail

    | Adjusted EBITDA | | | | | | Achievement | Payout | Actual | | Threshold | $118.0 | 50% | | | | $120.8 | 70% | | | | $123.0 | 80% | | | | $125.2 | 90% | | | Target | $127.4 | 100% | | | | $129.6 | 125% | | | | $131.8 | 150% | $134.1 | | Maximum | $135.0 | 200% | |

  33. 2023 Executive Compensation Program in Detail

    | Named Executive Officer | Annual Base Salary | Target Annual Bonus Percent | Bonus Payout Percent | Actual Annual Cash Bonus | | Mr. Pagliuca | $485,000 | 100% | 131% | $635,350 | | Mr. O’Brien | $400,000 | 70% | 131% | $366,800 | | Mr. Adler | $425,000 | 70% | 131% | $389,725 | | Mr. Colletti1 | $309,706 | 70% | 131% | $284,000 | | Ms. Pai | $410,000 | 70% | 131% | $375,970 |

  34. 2023 Executive Compensation Program in Detail

    (1) Amounts reported for Mr. Colletti in this table are based on the average daily conversion for the calendar year ended December 31, 2023 between the Canadian Dollar and US Dollar as reported by the Bank of Canada. Long-Term Incentives We use long-term incentive compensation in the form of equity awards to align the interests of our NEOs with those of our stockholders and to promote a longer-term performance perspective and progress toward achieving our long-term strategy. In addition, equity-based awards provide an important retention tool for us because they are subject to vesting based on continued service. PSU awards are designed to incentivize actions that lead to increasing long-term stockholder value. Performance objectives underlying the PSU awards are generally determined at the time of grant and may include multiple performance factors, performance periods of varying length and the potential to earn above or below the target number of shares based on actual performance or additional service vesting criteria. The number of PSUs ultimately earned by our executive officers is subject to achievement against the performance objectives and the value of the underlying shares, if any, that ultimately vest will vary with the market price of our common stock over the vesting period. PSU awards granted to our NEOs typically vest over three years, with the first tranche vesting on the date that the compensation committee certifies achievement against the applicable performance metrics and the remaining tranches vesting in February of the following two years, subject to continued service through each applicable vesting date. RSU awards are linked with stockholder value because the value of RSU awards rise or fall with the stock price. RSU awards are also intended to encourage retention as they are subject to service-based vesting. RSU awards granted to our NEOs typically vest over four years, subject to continued service through each applicable vesting date. We anticipate making annual grants of equity-based incentives to our NEOs in the future. We currently intend for future awards to our NEOs to continue to consist of a mix of PSU and RSU awards, but not necessarily in the similar value amounts and mix as in prior years. 2023 Annual Equity Awards In February 2023, the compensation committee determined to grant annual equity awards to our NEOs in the form of PSU and RSU awards pursuant to the 2021 N-able, Inc. Equity Incentive Plan to align the performance objectives of our incentive plans with the business objectives for the year. In making these equity awards, the compensation committee considered a number of factors, including: our overall performance against our financial and strategic plan; each NEO’s skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO (except with respect to their own equity awards). The table below shows the target annual long-term incentive award values granted for fiscal year 2023 for each of the NEOs (in thousands):

  35. 2023 Executive Compensation Program in Detail

    | Named Executive Officer | PSU Awards1 (at target) | RSU Awards1 | Total Value (at target) | | Mr. Pagliuca | $2,500 | $2,500 | $5,000 | | Mr. O’Brien | $1,175 | $1,175 | $2,350 | | Mr. Adler | $750 | $750 | $1,500 | | Mr. Colletti | $775 | $775 | $1,550 | | Ms. Pai | $625 | $625 | $1,250 |

  36. 2023 Executive Compensation Program in Detail

    (1) Award amounts for PSU and RSU awards were determined based on the 30-day average closing price of our common stock on February 15, 2023, which was $10.26. The RSU awards granted in 2023 vest over four years, with 25% of the shares subject to the awards vesting on February 15, 2024, and 6.25% of the shares subject to the awards vesting on a quarterly basis over the following 3 years, subject to the NEO’s continued service through each applicable vesting date. The PSU awards granted in 2023 may be earned based on performance against our ARR and adjusted EBITDA targets discussed above under “Performance Metrics.” These performance goals were selected because the compensation committee believed they are key measures of the Company’s performance and stockholder value creation and achievement of these metrics represents an important part of our business plan. Of the total shares underlying the PSU awards that are earned (if any) based on the achievement of the performance metric targets, referred to as earned shares, one-third become vested shares on the date of certification by our board of directors or the compensation committee that the applicable performance measure for the year had been met, with the second and third one-third of the earned shares vesting on February 15, 2025 and February 15, 2026, respectively, subject to continued service through such dates. Any shares not earned based on 2023 performance are canceled. The PSUs were weighted evenly between ARR and adjusted EBITDA, with 50% of the PSUs eligible to vest based on the level of achievement of each metric. For achievement below the threshold level of performance, no PSUs become earned shares which are eligible to vest. For achievement at the threshold level of performance, 50% of the target number of PSUs become earned shares which are eligible to vest. Up to a maximum of 200% of the target number of PSUs become earned shares which are eligible to vest based on the applicable 2023 performance level. The performance metrics, corresponding payouts and actual results on which the number of earned shares was based were as follows (in millions):

  37. 2023 Executive Compensation Program in Detail

    | ARR | | | | | | Achievement | Payout | Actual | | Threshold | $426.6 | 50% | | | | $428.5 | 70% | $430.7 | | | $432.4 | 80% | | | | $436.3 | 90% | | | Target | $440.0 | 100% | | | | $446.0 | 125% | | | | $451.8 | 150% | | | Maximum | $463.4 | 200% | |

  38. 2023 Executive Compensation Program in Detail

    | Adjusted EBITDA | | | | | | Achievement | Payout | Actual | | Threshold | $118.0 | 50% | | | | $120.8 | 70% | | | | $123.0 | 80% | | | | $125.2 | 90% | | | Target | $127.4 | 100% | | | | $129.6 | 125% | | | | $131.8 | 150% | $134.1 | | Maximum | $135.0 | 200% | |

  39. 2023 Executive Compensation Program in Detail

    The percentage of payout for performance between each achievement level was calculated linearly. The percentage of the target number of shares underlying the PSUs that would become earned shares with respect to achieved performance between the threshold and target and between the target and maximum is calculated linearly within such ranges, so that based on our actual achieved 2023 performance levels, as reflected in the chart above, 76% of the target number ARR metric PSUs were eligible to be earned and 186% of the Adjusted EBITDA target number of PSUs were eligible to be earned. In February 2024, the compensation committee determined that the company’s achievement of its ARR and adjusted EBITDA targets resulted in 131% of the target number of PSUs becoming earned shares as described above. The table below shows the number of earned shares for each named executives:

  40. 2023 Executive Compensation Program in Detail

    | Named Executive Officer | PSU Award Target Shares (number of shares) | PSU Award Achievement (number of shares) | | Mr. Pagliuca | 243,664 | 319,199 | | Mr. O’Brien | 114,522 | 150,023 | | Mr. Adler | 73,099 | 95,759 | | Mr. Colletti | 75,536 | 98,952 | | Ms. Pai | 60,916 | 79,799 |

  41. Other Compensation Policies, Practices and Guidelines

    Other Compensation Policies, Practices and Guidelines Executive Stock Ownership Guidelines In July 2021, our nominating and corporate governance committee adopted stock ownership guidelines that apply to our executive officers. Pursuant to these guidelines, as of January 1 of each year, our CEO must retain an equity interest in the Company that is equal to at least five times his annual base salary and each of our other NEOs must retain an equity interest in the Company with a value that is at least three times their annual base salary. For purposes of the stock ownership guidelines, equity interests include vested and unvested shares of common stock, vested but unexercised stock options, unvested stock options, unvested RSUs and unvested PSUs whose level of achievement has been certified by the compensation committee but are subject to further service-based vesting. The value of the equity interests is calculated based on the average closing stock price of one share of our common stock as listed on the NYSE for the 30 calendar days preceding the determination date. Executive officers have five years to accumulate their equity interest from the later of the implementation of the stock ownership guidelines and the date they became subject to the stock ownership guidelines. Following the accumulation period, in the event that an executive officer no longer holds the required interest as a result of fluctuations in the trading price of our common stock or changes in his or her base salary, such executive officer will have one year to regain the required equity interests. As of January 1, 2024, each of our executive officers was in compliance with our stock ownership guidelines. Compensation Forfeiture and Recoupment Policies In September 2023, the compensation committee adopted the Recovery of Erroneously Awarded Incentive Compensation Policy, which adheres to the listing standards of the NYSE and the rules of the SEC (the “Dodd-Frank Clawback Policy”). This policy requires the compensation committee to recoup certain cash and equity incentive compensation paid to or deferred by certain executives in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Under the Dodd-Frank Clawback Policy, the compensation committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts. Prohibition of Hedging and Pledging of Company Stock; Insider Trading Our insider trading policy prohibits all employees (including our NEOs) and the members of our board of directors from engaging in transactions to hedge their economic exposure to Company stock, including: engaging in, trading in or writing options; buying puts, calls or other derivative securities; or engaging in short selling or similar types of transactions. Furthermore, our insider trading policy prohibits all employees (including our NEOs) and the members of our board of directors from holding Company securities in margin accounts or pledging company securities as collateral for a loan. Under our insider trading policy, all employees (including our NEOs) and the members of our board of directors and any other individuals with access to material non-public information are prohibited from engaging in transactions in Company securities during blackout periods (other than in accordance with a pre-approved Exchange Act Rule 10b5-1 trading plan). Non-employee directors and executive officers are required to pre-clear any transactions in Company securities or enter into a trading plan established according to Rule 10b5-1 under the Exchange Act. Trading plans may not be entered into or modified during blackout periods or when the individual is otherwise in possession of material nonpublic information about the company and the non-employee director or executive officer must pre-clear entering into any trading plan. Health and Welfare Benefits Our executive officers are eligible to participate in our standard employee benefit plans, including medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability and any other employee benefit or insurance plan made available to similarly located employees. We believe these benefits are consistent with those offered by companies with which we compete for employees. We maintain a Section 401(k) retirement plan, which is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, or the Code. In general, all of our U.S. employees are eligible to participate in this plan. Participants in the Section 401(k) plan may elect to defer the lesser of 90% of their current compensation or the statutory limit, and contribute that amount to the Section 401(k) plan. In 2023, we matched a certain percentage of contributions made by all U.S. employees, including our U.S.-based NEOs. We also maintain a registered retirement savings plan (“RRSP”), which our NEO resident in Canada is eligible to participate in, along with all other employees resident in Canada. In 2023, we matched a certain percentage of contributions made to the RRSP by all Canadian employees, including our Canada-based NEOs, in our Canadian deferred profit sharing plan (“DPSP”). The matching contribution amounts to our NEOs under our 401(k) Plan or RRSP/DPSP, as applicable, are shown under “Executive Compensation Tables—2023 Summary Compensation Table” in the column titled “All Other Compensation.” We do not offer pension arrangements, non-qualified deferred compensation plans or other arrangements or significant perquisites to executive officers, outside of arrangements that may be provided to an individual working on international assignment at the request of the company.

  42. Employment Agreements

    Employment Agreements We have entered into written employment agreements with each of our NEOs. Each of these agreements provides for “at will” employment, meaning that either we or the NEO may terminate the employment relationship at any time without cause. In addition, each of these agreements required the NEO to execute our standard Employee Proprietary Information and Arbitration Agreement. For detailed descriptions of these employment agreements with our NEOs, see “Executive Compensation Tables—Potential Payments Upon Change in Control” below. Post-Employment Compensation Arrangements We believe that reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. We further believe that when recruiting executive talent these arrangements are necessary to offer compensation packages that are competitive. The compensation committee does not consider the specific amounts payable under these post-employment compensation arrangements when determining the annual compensation of our NEOs. The employment agreements with each of our NEOs provide for certain payments and benefits in the event of certain qualifying terminations of employment, including a qualifying termination of employment in connection with a change in control of the Company. Generally, prior to a change in control of the Company, severance benefits are payable to our NEOs if their employment is terminated by us other than for cause. During the 12-month period after a change in control of the Company, enhanced severance benefits are payable if the NEO’s employment is terminated by us without cause or as a result of a constructive termination of employment. All of our change in control severance benefits are “double-trigger” and would not be triggered solely by the occurrence of a change in control of the Company. In the event of a change in control of the Company, to the extent Sections 280G or 4999 of the Code are applicable to an executive officer, including an NEO, they are entitled to receive either payment of the full amounts specified in their employment agreement to which they are entitled or payment of such lesser amount that does not trigger the excise tax imposed by Section 4999, whichever results in them receiving a higher amount after taking into account all federal, state, and local income, excise and employment taxes. We do not provide excise tax payments (or “gross-ups”) relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including our NEOs.

  43. Tax and Accounting Considerations

    Tax and Accounting Considerations Tax Considerations The compensation committee has not adopted a formal policy regarding tax treatment of compensation paid to our NEOs, but does consider all tax implications of potential compensation decisions as a factor in its compensation decisions. We have not provided any of our executive officers or members of our board of directors with a "gross-up" or other reimbursement for tax amounts the individual might pay pursuant to Sections 280G and 4999 of the Code or Section 409A of the Code. Section 280G and related Code sections provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control exceeding certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes significant taxes on the individual in the event an executive officer, director or other service provider receives “deferred compensation” not meeting the requirements of Section 409A. Accounting Considerations The compensation committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). The full grant date fair value of equity awards granted during the year is reported in the Summary Compensation Table below, even though recipients may never realize any value from their PSU awards if performance targets are not met of it they do not provide continuous service through the applicable vesting period of the equity awards. Further, the value of both PSU awards (if earned) and RSU awards realized by the executives will ultimately depend on the market price of our common stock on the vesting dates, which may differ from the amounts included in the Summary Compensation Table. .

  44. Summary Compensation Table

    Summary Compensation Table The following table presents 2021, 2022 and 2023 compensation information paid to or accrued for in the fiscal years indicated for our principal executive officer, our principal financial officer and our three other most highly compensated persons serving as executive officers as of the end of fiscal 2023. We refer to these executive officers as our “named executive officers” for fiscal 2023.

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | John Pagliuca(5) | 2023 | 485,000 | — | 5,058,475 | 635,350 | 13,200 | 6,192,025 | | Chief Executive Officer | 2022 | 483,333 | — | 5,354,179 | 412,250 | 12,200 | 6,261,962 | | | 2021 | 465,833 | — | 8,593,025 | 416,575 | 11,400 | 9,486,833 | | Tim O’Brien | 2023 | 400,000 | — | 2,377,477 | 366,800 | 13,200 | 3,157,477 | | Chief Financial Officer | 2022 | 350,833 | — | 2,462,919 | 241,400 | 12,200 | 3,067,352 | | | 2021 | 316,667 | 80,000(6) | 3,437,200 | 231,528 | 11,400 | 4,076,795 | | Michael Adler(7) | 2023 | 425,000 | — | 1,517,535 | 389,725 | 13,200 | 2,345,460 | | Chief Technology and Product Officer | 2022 | 398,333 | — | 1,606,250 | 272,000 | 12,200 | 2,288,783 | | | 2021 | 303,333 | — | 2,291,475 | 273,624 | — | 2,868,432 | | Frank Colletti(8) | 2023 | 309,706 | — | 1,568,127 | 284,000 | 5,033 | 2,166,866 | | Chief Revenue Officer | | | | | | | | | Kathleen Pai | 2023 | 410,000 | — | 1,264,616 | 375,970 | 13,200 | 2,063,786 | | Chief People Officer | | | | | | | |

  46. Summary Compensation Table

    _______________ (1)Salary for each of the named executive officers have been prorated to reflect the portion of the year for which any increases were in effect, from and after the separation and distribution. (2)The amount reported in this column for fiscal 2021, 2022 and 2023 reflects the aggregate grant date fair value of PSUs and RSUs granted in July 2021, February 2022 and February 2023, respectively. The fair value of awards has been calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”), as further described in Note 10 in the Notes to our Consolidated Financial Statements in our 2023 Annual Report on Form 10-K. The maximum value for PSUs (as of the grant date), assuming the highest level of performance is achieved for such PSU, is provided for each executive in the table below.

  47. Summary Compensation Table

    | PSUs Grant Date Fair Value ($) | | | | | | | Target | Maximum | | Mr. Pagliuca | 2023 | 2,529,232 | 2,529,232 | | | 2022 | 2,677,084 | 2,677,084 | | | 2021 | 4,296,513 | 4,296,513 | | Mr. O’Brien | 2023 | 1,188,738 | 1,188,738 | | | 2022 | 1,231,454 | 1,231,454 | | | 2021 | 1,718,600 | 1,718,600 | | Mr. Adler | 2023 | 758,768 | 758,768 | | | 2022 | 803,125 | 803,125 | | | 2021 | 1,145,738 | 1,145,738 | | Mr. Colletti | 2023 | 784,064 | 784,064 | | Ms. Pai | 2023 | 632,308 | 632,308 |

  48. Summary Compensation Table

    (3)The amounts reported in this column represent the annual cash bonuses paid under the formulaic calculation of 2023 Executive Bonus Program. For a detailed discussion of these bonuses, see above under the caption “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program in Detail—Annual Cash Incentives.” (4)Includes employer contribution to such executive officer’s 401(k) retirement plan or, for Mr. Colletti, to his Canadian deferred profit sharing plan. (5)Mr. Pagliuca also serves on our board of directors, but does not receive any additional compensation in his capacity as a director. (6)The amount reported here for Mr. O’Brien reflects the bonus received in connection with his promotion to Chief Financial Officer of N-able and in recognition of his support of the separation and distribution. (7)Mr. Adler joined N-able as our Chief Product and Technology Officer in March 2021. Mr. Adler’s base salary for 2021 was $390,000. Mr. Adler was paid his pro rata share of his base salary and certain other compensation for 2021, which amount is reflected in the table. (8)Amounts reported for Mr. Colletti with respect to salary, non-equity incentive plan compensation and all other compensation are based on the average daily conversion for the calendar year ended December 31, 2023 between the Canadian Dollar and US Dollar as reported by the Bank of Canada.

  49. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information regarding grants of plan-based cash and equity awards to each of our NEOs in 2023.

  50. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | | | | Threshold ($) | MidPoint ($) | Target ($) | Threshold (#) | Target (#) | Maximum (#) | | | | John Pagliuca | | | 242,500 | 485,000 | 970,000 | | | | | | | | 2/15/2023 | 2/14/2023 | | | | | | | 243,665 | 2,529,243 | | | 2/15/2023 | 2/14/2023 | | | | 121,832 | 243,664 | 487,328 | | 2,529,232 | | Tim O’Brien | | | 140,000 | 280,000 | 560,000 | | | | | | | | 2/15/2023 | 2/14/2023 | | | | | | | 114,522 | 1,188,738 | | | 2/15/2023 | 2/14/2023 | | | | 57,261 | 114,522 | 229,044 | | 1,188,738 | | Michael Adler | | | 148,750 | 297,500 | 595,000 | | | | | | | | 2/15/2023 | 2/14/2023 | | | | | | | 73,099 | 758,768 | | | 2/15/2023 | 2/14/2023 | | | | 36,550 | 73,099 | 146,198 | | 758,788 | | Frank Colletti | | | 108,397 | 216,794 | 433,588 | | | | | | | | 2/15/2023 | 2/14/2023 | | | | | | | 75,536 | 784,064 | | | 2/15/2023 | 2/14/2023 | | | | 37,768 | 75,536 | 151,072 | | 784,064 | | Kathleen Pai | | | 143,500 | 287,000 | 574,000 | | | | | |

  51. 2023 Grants of Plan-Based Awards Table

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | | | | Threshold ($) | MidPoint ($) | Target ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | 2/15/2023 | 2/14/2023 | | | | | | | 60,916 | 632,308 | | | 2/15/2023 | 2/14/2023 | | | | 30,458 | 60,916 | 121,832 | | 632,308 |

  52. 2023 Grants of Plan-Based Awards Table

    (1)Represents the formulaic annual cash bonus under the 2023 Executive Bonus Program. For a detailed discussion of the performance metrics, weighting and potential payouts under the 2023 Executive Bonus Program, see above under the caption “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program in Detail—Annual Cash Incentives.” For actual amounts paid pursuant to the formulaic calculation under the 2023 Executive Bonus Program, see “Executive Compensation Tables—Summary Compensation Table” above under the column titled “Non-Equity Incentive Plan Compensation.” (2)Consists of the number of shares of our common stock potentially issuable based on the achievement of performance criteria under PSU awards. For a detailed discussion of the PSU awards, see above under the caption “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program in Detail—Long-Term Incentives.” (3)Amount represents the aggregate grant date fair value of RSU or PSU awards granted, as the case may be, in accordance with ASC Topic 718.

  53. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The material terms of our NEOs’ compensation for the fiscal year ended December 31, 2023, including base salaries, annual cash bonuses and other benefits, are described under “Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program in Detail.”

  54. 2023 Outstanding Equity Awards at Fiscal Year End Table

    2023 Outstanding Equity Awards at Fiscal Year End Table The following table sets forth information regarding outstanding stock awards held by our named executive officers at December 31, 2023, all of which are denominated in shares of N-able common stock.

  55. 2023 Outstanding Equity Awards at Fiscal Year End Table

    | | Stock Awards | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | John Pagliuca | 7,427(4) | 98,408 | | | 107,413(5) | 1,423,222 | | | 129,370(6) | 1,714,153 | | | 95,784(7) | 1,269,138 | | | 12,402(8) | 164,327 | | | 130,327(9) | 1,726,833 | | | 243,664(10) | 3,228,548 | | | 319,199(11) | 4,229,387 | | Tim O’Brien | 1,351(4) | 17,901 | | | 42,965(5) | 569,286 | | | 59,511(6) | 788,521 | | | 38,313(7) | 507,647 | | | 4,961(8) | 65,733 | | | 59,950(9) | 794,338 | | | 114,522(10) | 1,517,417 | | | 150,023(11) | 1,987,805 | | Michael Adler | 45,829(12) | 607,234 | | | 38,811(6) | 514,246 | | | 25,542(7) | 338,432 | | | 3,307(8) | 43,818 | | | 39,098(9) | 518,049 | | | 73,099(10) | 968,562 | | | 95,759(11) | 1,268,807 | | Frank Colletti | 2,026(4) | 26,845 | | | 28,644(5) | 379,533 | | | 38,811(6) | 514,246 | | | 25,542(7) | 338,432 | | | 3,307(8) | 43,818 | | | 39,098(9) | 518,049 | | | 75,536(10) | 1,000,852 | | | 98,952(12) | 1,311,114 | | Kathleen Pai | 27,642(13) | 366,257 | | | 17,186(5) | 227,715 | | | 32,343(6) | 428,545 | | | 15,326(7) | 203,070 | | | 1,985(8) | 26,301 | | | 32,582(9) | 431,712 | | | 60,916(10) | 807,137 | | | 79,799(11) | 1,057,337 |

  56. 2023 Outstanding Equity Awards at Fiscal Year End Table

    (1)The stock awards reported in this column represent the unvested portion of outstanding restricted stock awards or RSU awards subject to time-based vesting conditions, including awards granted assumed by us in connection with the separation and distribution and awards granted by us under the 2021 Plan. (2)These amounts were calculated as the product of the closing price of N-able’s common stock on December 29, 2023 (the last market trading day in 2023), which was $13.25, and the number of shares pursuant to the applicable award. (3)The stock awards reported in this column represent the unvested portion of outstanding awards subject to performance-based vesting conditions or PSU awards. (4)Represents the unvested portion of RSUs that vest 25% on the anniversary of February 15, 2020 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15, subject to continued service through each applicable date. (5)Represents the unvested portion of RSUs that vest 25% on the anniversary of February 15, 2021 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15, subject to continued service through each applicable date. (6)Represents RSUs that vest 25% on February 15, 2023 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15, subject to continued service through each applicable date. (7)Represents the unvested portion of a PSU award that was converted to an RSU upon the achievement of the performance criteria for fiscal year 2021, with one-third of such RSU vesting upon determination of such achievement level by our compensation committee and the remaining two thirds vesting in equal installments on each of February 15, 2023 and February 15, 2024. (8)Represents the unvested portion of the catch-up portion of a PSU award that was converted to an RSU upon the achievement of the performance criteria for fiscal year 2022, with two-thirds of such RSU vesting upon determination of such achievement level by our compensation committee and the remaining one third vesting on February 15, 2024. (9)Represents the unvested portion of a PSU award that was converted to an RSU upon the achievement of the performance criteria for fiscal year 2022, with one-third of such RSU vesting upon determination of such achievement level by our compensation committee and the remaining two thirds vesting in equal installments on each of February 15, 2024 and February 15, 2025. (10)Represents RSUs that vest 25% on February 15, 2024 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15, subject to continued service through each applicable date. (11)Represents the earned portion of RSUs based upon performance criteria for fiscal year 2023, with one-third of such RSU vesting upon determination of such achievement level by our compensation committee in February 2024 and the remaining two thirds vesting in equal installments on each of February 15, 2025 and February 15, 2026. (12)Represents the unvested portion of RSUs that vest 25% on the anniversary of May 15, 2021 and 6.25% per quarter over the following twelve quarters on the respective quarterly vesting dates of May 15, August 15, November 15 and February 15, subject to continued service through each applicable date. (13)Represents the unvested portion of RSUs that vest 25% on each of the first four anniversaries of February 15, 2020.

  57. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table The following table presents certain information regarding the vesting of RSU awards (including RSUs that became such upon conversion from PSU awards after the achievement of performance criteria in prior years) and the exercise of stock options in 2023. The value realized upon the vesting of the RSU awards was based on the closing market price of our common stock on the date of vesting multiplied by the number of shares for which such awards were settled and includes the value of shares withheld to satisfy the NEO’s tax obligations in connection with the vesting event.

  58. 2023 Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John Pagliuca | — | — | 456,024 | 5,071,887 | | Tim O’Brien | — | — | 171,473 | 1,908,433 | | Michael Adler | — | — | 104,806 | 669,513 | | Frank Colletti | 26,316 | 283,897 | 123,711 | 845,758 | | Kathleen Pai | — | — | 138,989 | 1,130,665 |

  59. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into employment agreements with each of our NEOs that provide for specific payments and benefits in the event of the termination of his employment. The following description of these payments and benefits are intended as a summary only and are qualified in their entirety by reference to the employment agreements that are filed as exhibits to our 2023 Annual Report. The severance payments and benefits described below are contingent on the NEO signing a general release of claims against us and subject to his compliance with certain confidentiality, non-compete and non-solicitation obligations. In the event that the employment of Mr. Pagliuca is terminated other than for cause, or as a result of a constructive termination, Mr. Pagliuca is entitled to: •a lump-sum cash severance payment equivalent to 18 months of his then-current base salary; •reimbursement of his and his dependents’ health and dental care continuation premiums for 18 months; •any earned but unpaid bonus payments for the year in which the termination occurs, on a pro rata basis, based on the level at which the Board determines that the applicable performance objectives are reasonably likely to be satisfied; and •acceleration of Mr. Pagliuca’s outstanding PSUs for which the performance-vesting condition has been satisfied prior to termination, that would have vested within the 12 months following termination. In the event that the employment of Mr. Pagliuca is terminated other than for cause, or as a result of a constructive termination of employment, during the 12-month period after a change in control, he will be entitled to (i) the benefits described above, (ii) a lump sum payment equal to 100% of his annual target bonus, and (iii) immediate and full vesting of all of his outstanding and unvested equity awards as of the date of such termination of employment. In the event of a change of control, even if his employment is not terminated, all of the PSU awards held by Mr. Pagliuca shall thereafter be subject only to time-based vesting based upon the following schedule: (i) 25% on the first anniversary of the grant date and (ii) 6.25% on each quarterly anniversary thereafter (or such other more favorable condition for PSU to RSU conversion as may be agreed between Mr. Pagliuca and the Company). In the event that the employment of Messrs. O’Brien, Adler or Colletti or Ms. Pai is terminated other than for cause and not as a result of death or disability, such NEO will be entitled to: •a lump-sum cash severance payment equivalent to 12 months of their then-current base salary; •reimbursement of the executive’s and their dependents’ health and dental care continuation premiums for 12 months; and •any earned but unpaid bonus payments. In the event that the employment of Messrs. O’Brien, Adler or Colletti or Ms. Pai is terminated other than for cause, or as a result of a constructive termination of employment, during the 12-month period after a change in control, such executive will be entitled to (i) the benefits described above, (ii) an additional lump-sum cash severance payment equivalent to 6 months of their then-current base salary; and (iii) immediate and full vesting of all of their outstanding and unvested equity awards as of the date of such termination of employment. The following table sets forth the estimated amount of compensation or other benefits potentially payable to each of our NEOs in the event of a termination of employment and/or a change in control in various scenarios, as if such termination of employment had occurred on December 31, 2023. Actual amounts to be paid can only be determined at the time of such NEO’s termination of employment.

  60. Potential Payments upon Termination or Change in Control

    | | | | Termination without Change in Control | | Termination upon Change in Control | | | For Cause / Voluntary Termination / Disability / Death ($) | Change of Control ($) | Other than For Cause Termination ($) | Constructive Termination ($) | Other than For Cause / Constructive Termination ($) | | John Pagliuca | | | | | | | Cash Severance(1) | — | — | 727,500 | 727,500 | 727,500 | | Bonus(2) | — | — | 485,000 | 485,000 | 485,000 | | Medical Benefits(3) | — | — | 37,937 | 37,937 | 37,937 | | Equity Acceleration(4) (5) (6) | — | — | 3,706,674 | 3,706,674 | 12,853,189 | | Estimated Total | — | — | 4,957,111 | 4,957,111 | 14,103,626 | | Tim O’Brien | | | | | | | Cash Severance(1) | — | — | 400,000 | — | 600,000 | | Bonus(2) | — | — | 280,000 | — | 280,000 | | Medical Benefits(3) | — | — | 25,292 | — | 25,292 | | Equity Acceleration(4) | — | — | — | — | 5,778,259 | | Estimated Total | — | — | 705,292 | — | 6,683,551 | | Michael Adler | | | | | | | Cash Severance(1) | — | — | 425,000 | — | 637,500 | | Bonus(2) | — | — | 297,500 | — | 297,500 | | Medical Benefits(3) | — | — | 25,292 | — | 25,292 | | Equity Acceleration(4) | — | — | — | — | 3,958,901 | | Estimated Total | — | — | 747,792 | — | 4,919,193 | | Frank Colletti(6) | | | | | | | Cash Severance(1) | — | — | 309,706 | — | 464,559 | | Bonus(2) | — | — | 216,794 | — | 216,794 | | Medical Benefits(3) | — | — | 2,731 | — | 2,731 | | Equity Acceleration(4) | — | — | — | — | 3,822,625 | | Estimated Total | — | — | 529,231 | — | 4,506,709 | | Kathleen Pai | | | | | | | Cash Severance(1) | — | — | 410,000 | — | 615,000 | | Bonus(2) | — | — | 287,000 | — | 287,000 | | Medical Benefits(3) | — | — | 24,282 | — | 24,282 | | Equity Acceleration(4) | — | — | — | — | 3,297,872 | | Estimated Total | — | — | 721,282 | — | 4,224,154 |

  61. Potential Payments upon Termination or Change in Control

    (1)This amount represents the lump sum cash severance amount payable under our employment agreements with our NEOs based on base salary as of December 31, 2023. (2)This amount represents the formulaic annual cash bonus under the 2023 Executive Bonus Program. For purposes of this disclosure, achievement is assumed to be 100% of the target level, but actual achievement may vary. The compensation committee’s certification of achievement for the 2023 Executive Bonus Plan was completed in the first quarter of 2024. For actual achievement level for 2023, see above under the caption ““Executive Compensation—Compensation Discussion and Analysis—2023 Executive Compensation Program in Detail—Annual Cash Incentives.” For actual amount paid under the formulaic annual cash bonus under the 2023 Executive Bonus Program, see above under “Executive Compensation Tables—Summary Compensation Table” in the column titled “Non-Equity Incentive Plan Compensation.” (3)Calculated based on the premiums payable to elect benefit continuation coverage by the NEO pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, (COBRA) for the applicable continuation period, and for the actual level of group medical, dental and vision coverage in effect as of December 31, 2023, other than Mr. Colletti. For Mr. Colletti, the amount reflects the cost of continued coverage under our Canadian group health care program based on the rates as of December 31, 2023. (4)In the event of a change of control, even if his employment is not terminated, all of the PSU awards held by Mr. Pagliuca shall thereafter be subject only to time-based vesting based upon the following schedule: (i) 25% on the first anniversary of the grant date and (ii) 6.25% on each quarterly anniversary thereafter (or such other more favorable condition for PSU to RSU conversion as may be agreed between Mr. Pagliuca and the Company). (5)In the event of termination “other than for cause” without a change in control, Mr. Pagliuca will receive acceleration of his outstanding PSUs for which the performance-vesting condition has been satisfied prior to termination, that would have vested within the 12 months following termination. The amount here fro Mr. Pagliuca reflects actual achievement of PSU awards held by him as of December 31, 2023 calculated based on the closing price of our common stock as listed on the NYSE on December 29, 2023, which was $13.25 per share. (6)For the NEOs, this amount includes the deemed full acceleration of all outstanding unvested shares of restricted stock, RSU awards and PSU awards held by the NEO as of December 31, 2023 calculated based on the closing price of our common stock as listed on the NYSE on December 29, 2023, which was $13.25 per share, and assumes acceleration of PSUs for which performance has not been certified at target achievement levels. (7)Amounts reported for Mr. Colletti with respect to cash severance, bonus and medical benefits are based on the average daily conversion for the calendar year ended December 31, 2023 between the Canadian Dollar and US Dollar as reported by the Bank of Canada.

  62. CEO Pay Ratio

    CEO Pay Ratio We are disclosing the following information about the relationship of the median of the annual total compensation of all our employees, excluding our CEO, and the annual total compensation of John Pagliuca, our CEO, as of December 31, 2023, in accordance with Item 402(u) of Regulation S-K. CEO Pay Ratio for 2023 •The median of the annual total compensation of all our employees, excluding our CEO, was $76,637; •The annual total compensation of our CEO, using the data set forth in the “Total” column of the 2023 Summary Compensation Table was $6,192,025; and •The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees was 81 to 1. Methodology The methodology used to identify the employee with compensation at the median of the annual total compensation of all our employees was based on the following. Our median employee was identified from all full-time, part-time, seasonal and temporary employees (other than our CEO) as of December 31, 2023, the last day of our fiscal year. A consistent compensation measure was applied to all employees, which was the sum of the following amounts: (i) salary or gross wages paid for 2023 and (ii) target incentive compensation for 2023 (including corporate bonus plan and commission plans under our sales and services incentive plans). Amounts under items (i) and (ii) above were annualized for any permanent employees who commenced work during 2023. We selected the foregoing compensation elements because they represented our principal broad-based compensation elements. Payments not made in U.S. dollars were converted to U.S. dollars using the foreign exchange rates in effect as of December 31, 2023. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our named executive officers in the 2023 Summary Compensation Table. Calculation Using this approach, we selected the individual at the median of our employee population, who was a full-time employee based in Portugal. The pay ratio above is a reasonable estimate calculated in a manner consistent with the SEC rules. The SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their employee population and compensation practices, therefore the pay ratio reported by other companies may not be comparable to our pay ratio. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

  63. Pay versus Performance

    Pay versus Performance The compensation committee approves and administers our executive compensation program, to align executive compensation with stockholder interests by linking pay to performance. Our overall compensation program includes a mix of short-term and long-term components through our annual incentive plan. Our emphasis on incentive compensation results in higher total realized pay when our stock price appreciates. Conversely, declines in our stock price result in lower realized pay, including the possibility that some awards pay zero at the end of their performance period. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers calculated as disclosed below and certain aspects of our financial performance. The compensation committee did not utilize “compensation actually paid” as computed under Item 402(v) of Regulation S-K and calculated as described below as a basis for making its executive compensation decisions for any of the fiscal years included in the tables and charts below. For further information concerning our pay for performance philosophy and how our executive compensation program is intended to align with our performance, please refer to “Executive Compensation - Compensation Discussion and Analysis.”

  64. Pay versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (b)(1)(2) | Compensation Actually Paid to PEO (c)(3) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs (e)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h)(7) | Company-Selected Measure: Adjusted EBITDA(i)(8) | | | | | | | Total Shareholder Return (f)(5) | Peer Group Total Shareholder Return (g)(6) | | | | | | | | | | | (in thousands) | | | 2023 | $6,192,025 | $13,677,891 | $2,433,397 | $2,853,732 | $106 | $115 | $23,412 | $143,404 | | 2022 | $6,261,962 | $4,823,891 | $2,678,069 | $2,245,444 | $82 | $91 | $16,707 | $114,696 | | 2021 | $9,486,833 | $7,907,506 | $3,472,614 | $2,983,574 | $89 | $112 | $113 | $113,346 |

  65. Pay versus Performance

    ________________ (1)John Pagliuca served as our Principal Executive Officer (“PEO”) during the periods presented. Our other NEOs (other than our PEO), for 2022 and 2021, were Tim O’Brien and Michael Adler and, for 2023, were Tim O’Brien, Michael Adler, Frank Colletti and Kathleen Pai. (2)The dollar amounts reported in columns (b) and (d) represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for our NEOs as a group (excluding our PEO) for the applicable fiscal year. (3)The dollar amounts reported in column (c) represent the “compensation actually paid” to our PEO, as calculated in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEO during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO’s total compensation for each covered fiscal year to determine the “compensation actually paid” to our PEO for such year.

  66. Pay versus Performance

    | PEO | | | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $9,486,833 | $6,261,962 | $6,192,025 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $8,593,025 | $5,354,179 | $5,058,475 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $7,630,606 | $4,728,605 | $6,396,080 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | ($550,990) | ($436,594) | $7,829,767 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | — | — | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | ($65,918) | ($375,903) | $(970,431) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | — | $711,075 | | = | Compensation Actually Paid | $7,907,506 | $4,823,891 | $13,677,891 |

  67. Pay versus Performance

    (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of the stock awards granted to our PEO during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. Amounts shown are the amounts reported in the Summary Compensation Table. (c)Represents the aggregate fair value as of the indicated fiscal year-end of our PEO’s outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC Topic 718. (d) Represents the aggregate change in fair value during the indicated fiscal year (from the end of the prior fiscal year) of the outstanding and unvested stock awards held by our PEO, as of the last day of the indicated fiscal year granted in any prior fiscal year, computed in accordance with FASB ASC Topic 718. (e) Represents the fair value as of the vesting of the stock awards granted to our PEO that were granted and vested in the same indicated fiscal year, as computed in accordance with FASB ASC Topic 718. (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by our PEO that was granted in a prior fiscal year and which satisfied all applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (g) Represents the aggregate fair value as of the last day of the prior fiscal year of each stock award held by our PEO that was granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (4)The dollar amounts reported in column (e) represent the “compensation actually paid” to our NEOs as a group (other than our PEO), as calculated in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to NEOs as a group (excluding our PEO) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our NEOs as a group for each covered fiscal year to determine the average “compensation actually paid” to our NEOs for such year:

  68. Pay versus Performance

    | Average NEOs | | | | | | | | 2021 | 2022 | 2023 | | | Summary Compensation Table - Total Compensation(a) | $3,472,614 | $2,678,069 | $2,433,397 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $2,864,338 | $2,034,585 | $1,681,939 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $2,543,532 | $1,796,867 | $2,146,984 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $(144,159) | $(133,386) | $463,417 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | — | — | — | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $(24,075) | $(61,521) | $(288,995) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | — | — | $219,132 | | = | Compensation Actually Paid | $2,983,574 | $2,245,444 | $2,853,732 |

  69. Pay versus Performance

    See note (1) above for the NEOs included in the average for each indicated fiscal year. (a) Represents the average Total Compensation as reported in the Summary Compensation Table for our NEOs as a group (other than our PEO) in the indicated fiscal year. (b) Represents the average aggregate grant date fair value of the stock awards and option awards granted to our NEOs as a group (other than our PEO during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. Amounts shown are the amounts reported in the Summary Compensation Table. (c) Represents the average aggregate fair value as of the indicated fiscal year-end of the outstanding and unvested stock awards and option awards of our NEOs as a group (other than our PEO) granted during such fiscal year, computed in accordance with FASB ASC Topic 718. (d) Represents the average aggregate change in fair value during the indicated fiscal year (from the end of the prior fiscal year) of the outstanding and unvested stock awards and option awards held by our NEOs as a group (other than our PEO) as of the last day of the indicated fiscal year granted in any prior fiscal year, computed in accordance with FASB ASC Topic 718. (e) Represents the average aggregate fair value as of the vesting of the stock awards and option awards that were granted to our NEOs as a group (other than our PEO) that were granted and vested in the same indicated fiscal year, computed in accordance with FASB ASC Topic 718. (f) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by our NEOs as a group (other than our PEO) that was granted in a prior fiscal year and which satisfied all applicable vesting conditions during the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (g) Represents the average aggregate fair value as of the last day of the prior fiscal year of the stock awards and option awards held by our NEOs as a group (other than our PEO) that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC Topic 718. (5)Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our common stock on December 31, 2020, using the closing stock price of the end of the day. Cumulative total stockholder return “TSR” is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2020) by our share price at the beginning of the measurement period. (6)The TSR Peer Group reflects an assumed $100 investment in the S&P 500 Information Technology Index consistent with the time frame that N-able’s TSR is measured. (7)The dollar amounts reported represent the amount of GAAP net income (loss) reflected in our audited financial statements for each covered fiscal year. (8)The Company’s adjusted EBITDA is a key driver of the Company’s performance and stockholder value creation and represented 50% of our corporate performance component of our 2023 Executive Bonus Program. The other 50% of the corporate performance of our 2023 Executive Bonus Program was based on ARR. Adjusted EBITDA and ARR used for determining achievement of the Bonus Measures may differ from adjusted EBITDA as reported from time to time in our financial releases and other filings with the SEC because this measure may be adjusted for foreign exchange rates and/or exclude certain items that we consider to be non-recurring in nature. Financial Performance Measures As described in greater detail in “Executive Compensation-Compensation Discussion and Analysis,” our executive compensation program is designed to reflect our variable “pay-for-performance” philosophy. The performance measures that we use for both our short-term and long-term incentive award programs are selected based on an objective of incentivizing our CEO and our other NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by us to link executive compensation actually paid to our CEO and our other NEOs, for the most recently completed fiscal year, to our performance, listed in no particular order, are as follows: ARR and adjusted EBITDA. Additional information about each of these performance measures and the role of our performance in each of these measures in determining our executive compensation are discussed in greater detail in “Executive Compensation-Compensation Discussion and Analysis.” Relationship Between Pay and Performance We believe “compensation actually paid” over 2021, 2022 and 2023 are reflective of the compensation committee’s emphasis on aligning pay and performance given the movement in “compensation actually paid.” The following charts illustrate the relationship between pay and performance, in accordance with Item 402(v) of Regulation S-K. Relationship Between Compensation Paid to the PEO and Average Other NEOs and the Company’s Cumulative TSR Our PEO’s “compensation actually paid” was generally impacted by our TSR performance, given the leverage of our compensation program towards equity compensation. However, “compensation actually paid” to our PEO and NEOs for 2021 was anomalously greater as a result of one-time new hire equity awards granted to Mr. Adler and one-time equity awards granted to Mr. Pagliuca and Mr. O’Brien in connection with their appointment to the positions of chief executive officer and chief financial officer, respectively. The average “compensation actually paid” for our other NEOs was also similarly impacted by our TSR performance. Relationship Between Compensation Paid to the PEO and Average Other NEOs and the Company’s Net Income (Loss) We do not use GAAP or non-GAAP net income (loss) as a financial performance measure in our overall executive compensation program. Please refer to our 2023 Annual Report for further information on our net income over the last 3-year period. Relationship Between Compensation Paid to the PEO and Average Other NEOs and the Company’s Adjusted EBITDA As described further above, management believes that adjusted EBITDA is a key measure of the Company’s performance and stockholder value creation and represented an important part of the corporate performance component of our 2023 Executive Bonus Program.

  70. Limitations of Liability; Indemnification of Directors and Officers

    Limitations of Liability; Indemnification of Directors and Officers Section 145 of the DGCL authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents. As permitted by Delaware law, our charter and bylaws provide that, to the fullest extent permitted by Delaware law, no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Pursuant to Delaware law, such protection would not be available for liability: • for any breach of a duty of loyalty to us or our stockholders; • for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; • for any transaction from which the director derived an improper benefit; or • for an act or omission for which the liability of a director is expressly provided by an applicable statute, including unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL. Our charter and bylaws also provide that if Delaware law is amended after the approval by our stockholders of the charter to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law. Our charter and bylaws further provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law. Our bylaws also authorize us to indemnify any of our employees or agents and authorize us to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification. In addition, our bylaws provide that we are required to advance expenses to our directors and officers as incurred in connection with legal proceedings against them for which they may be indemnified and that the rights conferred in the bylaws are not exclusive. The limitation of liability and indemnification provisions in our charter and bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in material claims for indemnification. We believe that our indemnity agreements and our charter and bylaws are necessary to attract and retain qualified persons as directors and executive officers.