Document

DEF 14A 1 nabl2022def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ý Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement


¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material under §240.14a-12

N-ABLE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


ý			No fee required.

¨			Fee paid previously with preliminary materials.

¨			Fee computed on table in exhibit required by Item 25(b) Per Exchange Act Rules 14a-6(i)(1) and 0-11.

N-able, Inc.

30 Corporate Drive, Suite 400

Burlington, Massachusetts 01803

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 25, 2022

To the Stockholders of N-able, Inc.:

The annual meeting of stockholders for N-able, Inc. will be held on Wednesday, May 25, 2022 at 9:00 a.m. Eastern Time. The annual meeting of stockholders will be a completely “virtual” meeting. You will be able to attend the meeting, as well as vote and submit your questions during the live webcast of the meeting, by visiting www.virtualshareholdermeeting.com/NABL2022 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

The purposes of the meeting are:


1.			To elect three Class I directors named in the accompanying proxy statement (Proposal One);
2.			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two); and
3.			To transact such other business as may properly come before the annual meeting.

Our board of directors has fixed the close of business on March 31, 2022 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof. This notice of annual meeting of stockholders and accompanying proxy statement are being distributed or made available to stockholders beginning on or about April 12, 2022.

YOUR VOTE IS IMPORTANT!

Whether or not you expect to attend the meeting, please promptly vote your shares either over the Internet, by telephone, or by mail so that your shares may be represented at the meeting.


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2022 AT 9:00 A.M. EASTERN TIME IN A LIVE WEBCAST AT www.virtualshareholdermeeting.com/NABL2022: THIS PROXY STATEMENT AND 2021 ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com.

By order of the Board of Directors,

John Pagliuca

President, Chief Executive Officer and Director

Burlington, Massachusetts

Date: April 12, 2022

N-able, Inc.

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on May 25, 2022

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			Page
QUESTIONS AND ANSWERS			1
PROPOSAL ONE: ELECTION OF DIRECTORS			7
Nominees for Election as Class I Directors at the Annual Meeting			7
Continuing Directors Not Standing for Election			7
Required Vote and Recommendation of the Board for Proposal One			9
CORPORATE GOVERNANCE			10
Board of Directors			10

Board Leadership			10
Risk Oversight			10
Committees of Our Board of Directors			10
Director Independence			13
Communications to the Board of Directors			13
Director Nomination Procedures			13
Board and Annual Meetings Attendance			14
Compensation Committee Interlocks and Insider Participation			14
Code of Business Ethics and Conduct			14
DIRECTOR COMPENSATION			15
202 1 Director Compensation Table			15
Narrative Disclosure to Director Compensation Table			15
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			17
Audit and Non-Audit Fees			17
Pre-Approval of Audit and Non-Audit Services			17
Required Vote and Recommendation of the Board for Proposal Two			18
REPORT OF THE AUDIT COMMITTEE			19


EXECUTIVE OFFICERS			20











EXECUTIVE COMPENSATION TABLES			21
202 1 Summary Compensation Table			21

Narrative Disclosure to 2021 Summary Compensation Table			21
2021 Outstanding Equity Awards at Fiscal Year End Table			24



CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			28
Relationship with SolarWinds			28
The Sponsors as Our Controlling Stockholders			35
Policies and Procedures for Related Party Transactions			36
Limitations of Liability; Indemnification of Directors and Officers			36
Indemnity Agreements			37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			38

OTHER MATTERS			40

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N-able, Inc.

30 Corporate Drive

Suite 400

Burlington, Massachusetts 01803

(781) 328-6490

PROXY STATEMENT

FOR THE

2022 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies to be voted at our annual meeting of stockholders, which will be held virtually at www.virtualshareholdermeeting.com/NABL2022 on Wednesday, May 25, 2022 at 9:00 a.m. Eastern Time. On April 12, 2022, we began mailing to stockholders of record a Notice of Internet Availability of Proxy Materials, or Notice, or a full set of the proxy materials for our annual meeting, including this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or the 2021 Annual Report, and an accompanying proxy card.

In this proxy statement, “Company,” “we,” “us” and “our” refer to N-able, Inc. and its consolidated subsidiaries. The term “Silver Lake Funds” refers to Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., and SLP Aurora Co-Invest, L.P. The term “Thoma Bravo Funds” refers to Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Fund XII, L.P., Thoma Bravo Fund XII-A, L.P., Thoma Bravo Executive Fund XI, L.P., Thoma Bravo Executive Fund XII, L.P., Thoma Bravo Executive Fund XII-a, L.P., Thoma Bravo Special Opportunities Fund II, L.P. and Thoma Bravo Special Opportunities Fund II-A, L.P., and the term “Thoma Bravo” refers to Thoma Bravo UGP, LLC, the ultimate general partner of the Thoma Bravo Funds, and, unless the context otherwise requires, its affiliated entities, including Thoma Bravo, L.P., the management company of the Thoma Bravo Funds. The term “Sponsors” refers collectively to Silver Lake and Thoma Bravo, together with the Silver Lake Funds and the Thoma Bravo Funds and their respective affiliates.

Why am I receiving these materials?

You have received these proxy materials because our board of directors, or Board, is soliciting your proxy to vote your shares at the annual meeting of stockholders. You are invited to attend the annual meeting (which will take place through a live webcast, by visiting www.virtualshareholdermeeting.com/NABL2022) to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting through the webcast to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to vote by proxy over the telephone or through the Internet prior to the annual meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we are permitted to furnish our proxy materials to our stockholders over the Internet by delivering the Notice in the mail to notify our stockholders that such materials are available. As a result, most of our stockholders have not been provided a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review the proxy statement and the 2021 Annual Report over the Internet at www.proxyvote.com. The Notice also instructs you on how you may submit your proxy over the Internet. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials contained in the Notice.

How can I attend the annual meeting?

The meeting will be held virtually on Wednesday, May 25, 2022 at 9:00 a.m. Eastern Time, through a live webcast on the website www.virtualshareholdermeeting.com/NABL2022. You will need to enter the company number and the control number included on your proxy card or in the instructions that accompany your proxy materials to enter the virtual meeting.

Why are we holding the annual meeting virtually?

We are excited to be using the latest technology to provide expanded access, improved communication and cost savings for our stockholders while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, in light of the potential change in pandemic conditions and as part of our effort to maintain a safe and healthy environment for our directors, officers, and stockholders who wish to attend the annual meeting, we believe that

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hosting a virtual meeting is in the best interests of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world.

Who is entitled to vote?

Holders of our common stock at the close of business on March 31, 2022 are entitled to vote. We refer to March 31, 2022 in this proxy statement as the “record date.”

To how many votes is each share of common stock entitled?

Holders of common stock are entitled to one vote per share. On the record date, there were 179,965,391 shares of our common stock outstanding and entitled to vote.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, you are considered, with respect to those shares, to be a “stockholder of record.” The Notice or a printed copy of our proxy materials has been or will be sent directly to you.

If your shares are held in a brokerage account or by a bank or other holder of record, then your shares are held in “street name” and you are considered the “beneficial owner” of those shares. In this case, the Notice or a printed copy of our proxy materials has been or will be sent to you by your bank, broker or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote the shares in your account. You are also invited to attend the annual meeting via live webcast on the website: www.virtualshareholdermeeting.com/NABL2022. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your broker, bank or other holder of record.

How do I vote?

If you are a stockholder of record, you may vote at the annual meeting, vote by proxy using the enclosed proxy card and return envelope, or vote by proxy over the telephone or through the Internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting via webcast, even if you have already voted by proxy.

•By Internet. To vote by proxy through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 24, 2022, the day prior to the annual meeting.

•By telephone. To vote by proxy over the telephone, dial toll-free, 1-800-690-6903, using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 24, 2022, the day prior to the annual meeting.

•By mail. To vote using the enclosed proxy card, simply complete, sign, date, and return it promptly in the envelope provided. To be counted, we must receive your signed proxy card by 11:59 p.m. Eastern Time on May 24, 2022, the day prior to the annual meeting.

•At the annual meeting. To vote virtually during the live webcast of the annual meeting, please follow the instructions for attending and voting at the annual meeting posted at www.virtualshareholdermeeting.com/NABL2022. You will need the company number and control number included on the enclosed proxy card. All votes must be received by the inspectors of election appointed for the meeting before the polls close at the annual meeting.

If you hold shares in street name through a bank, broker or other holder of record, please refer to the Notice or other information forwarded by your bank, broker or other holder of record to see which voting options are available to you. To vote virtually during the live webcast of the annual meeting, you must obtain a valid proxy from your bank, broker or other holder of record. Follow the instructions from your bank, broker or other holder of record, included with these proxy materials, or contact your bank, broker or other holder of record to request a proxy form.

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Can I ask questions at the annual meeting?

Yes. You will be afforded the opportunity to participate in the annual meeting by asking questions via the Internet at www.virtualshareholdermeeting.com/NABL2022. Through the online forum, you will be able to submit questions in writing in advance of the day of the annual meeting, vote and obtain copies of the proxy materials. In order to submit questions via the online forum, you will need your company number and control number included on your proxy card or in the instructions that accompany your proxy materials. As part of the annual meeting, we will hold a Q&A session, during which we intend to answer pertinent questions submitted prior to the annual meeting, as time permits.

What if during the check-in time or during the annual meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting login page.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the annual meeting. If you are a record holder, you may do this by:

•submitting a subsequent proxy by using the Internet, by telephone or by mail with a later date;

•sending a timely written notice of revocation to Corporate Secretary, N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803; or

•attending the annual meeting and voting virtually during the live webcast.

If you hold shares in street name, you may do this by:

•submitting new voting instructions in the manner provided by your bank, broker or other holder of record; or

•obtaining a “legal proxy” from your bank, broker or other holder of record in order to vote your shares virtually at the annual meeting.

Please note that simply attending the meeting will not, by itself, revoke your proxy.

How many votes are needed to hold the annual meeting?

The presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the annual meeting will constitute a quorum. If a quorum is present, we can hold the annual meeting and conduct business. If a quorum is not present, we may adjourn the annual meeting to solicit additional proxies.

On what items am I voting?

You are being asked to vote on two items:

•the election of three Class I directors nominated by the Board and named in the proxy statement to serve a term of three years until our 2025 annual meeting of stockholders (Proposal One); and

•the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two).

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

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.

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The three nominees for director receiving the most FOR votes shall be elected to the Board. A properly executed proxy marked WITHHOLD as to the election of one or more directors will not be voted with respect to the director or directors indicated. Abstentions and broker non-votes are not votes cast and will not be counted in determining the outcome of the election of directors.

What happens if a nominee is unable or unwilling to stand for election?

If a nominee is unable or unwilling for good cause to stand for election, the Board may either:

•reduce the number of directors that serve on the Board; or

•designate a substitute nominee.

If the Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election or unwilling for good cause will be voted for the substitute nominee.

How may I vote for the ratification of the appointment of our independent registered public accounting firm, and how many votes must the proposal receive to pass?

With respect to the proposal to ratify the appointment of our independent registered public accounting firm, you may:

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

The ratification of the appointment of our independent registered public accounting firm must receive the affirmative vote of a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the proposal. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal. Because the approval of this proposal is a routine matter on which a broker is generally empowered to vote, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on this proposal.

How does the Board recommend that I vote?

The Board recommends a vote:

•FOR each of the director nominees; and

•FOR the ratification of the appointment of our independent registered public accounting firm.

What happens if I do not give specific voting instructions?

If you either:

•indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board; or

•sign and return a proxy card without giving specific voting instructions,

then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the annual meeting. See the section entitled “Other Matters” below.

If I hold my shares in a brokerage account, what happens if I do not provide voting instructions to my broker?

If your shares are held in street name through a broker and you do not provide voting instructions to your broker, your broker will have discretion to vote your shares only on “routine matters,” such as the ratification of the appointment of our independent registered public accounting firm described in Proposal Two. Proposal One in this proxy statement is considered a “non-routine matter.” If the broker that holds your shares does not receive instructions from you on how to vote your shares, your broker will not have the authority to vote your shares on Proposal One. Therefore, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on Proposal Two and your shares will constitute “broker non-votes” with respect to Proposal One and will have no effect on the election of directors.

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We encourage you to provide instructions to your brokerage firm through one of the voting methods they have provided. This action ensures your shares will be voted at the meeting in accordance with your wishes.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. With respect to the various proposals:

•Proposal One: Abstentions and broker non-votes will not count as a vote “FOR” or “AGAINST” with respect to a nominee’s election and thus will not be counted in determining the outcome of the election of directors.

•Proposal Two: Abstentions will be counted towards the vote total and will have the same effect as votes against this proposal. The approval of Proposal Two is a routine matter on which a broker is generally empowered to vote. Because the approval of this proposal is a routine matter on which a broker is generally empowered to vote, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on this proposal.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions to the broker that holds your shares by carefully following the instructions provided by your broker.

I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain a separate copy of the proxy materials?

We have adopted a procedure, approved by the SEC, called “householding.” Under this procedure, if you have elected to receive a full set of the proxy materials by mail, we deliver a single copy of this proxy statement and the 2021 Annual Report, to stockholders of record who have the same address unless we are notified that one or more of these stockholders wishes to receive individual copies. This procedure reduces our printing costs and postage fees.

If you participate in householding, upon oral or written request, we will deliver promptly a separate copy of the proxy materials to a stockholder at a shared address to which a single copy of proxy materials was delivered. If you wish to receive a separate copy of this proxy statement and the 2021 Annual Report, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717; or by telephone at 1-866-540-7095. If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of this proxy statement and the 2021 Annual Report, or if you hold our common stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact Broadridge Financial Solutions, Inc. as indicated above.

If your shares are held in street name through a broker, bank or other nominee, please contact your broker, bank or nominee directly if you have questions, require additional copies of the Notice, this proxy statement or the 2021 Annual Report or wish to receive a single copy of such materials in the future for all beneficial owners of shares of our common stock sharing an address.

How can I submit a proposal for the 2023 annual meeting?

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. Stockholders interested in submitting a proposal for inclusion in the proxy materials distributed by us for the 2023 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, or the Exchange Act. To be eligible for inclusion, stockholder proposals must be submitted in accordance with Rule 14a-8 and received by us not later than December 13, 2022. Stockholder proposals received after the close of business on December 13, 2022 would be untimely. Stockholder proposals must be in writing and received by the deadline described above at our principal executive offices at N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, Attention: Corporate Secretary. If we do not receive a stockholder proposal by the deadline described above, the proposal may be excluded from our proxy statement for our 2023 annual meeting.

Requirements for Stockholder Proposals or Director Nominations to Be Brought Before the 2023 Annual Meeting of Stockholders. Notice of any proposal or director nomination that you intend to present at the 2023 annual meeting of stockholders, but do not intend to have included in the proxy statement and form of proxy relating to the 2023 annual meeting of stockholders, must be delivered to our Corporate Secretary by mail at N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, Attention: Corporate Secretary not less than 90 days nor more than 120 days in advance of the anniversary of our 2022 annual meeting. In addition, to be properly brought before the annual meeting your notice must set forth the information required by the Company’s bylaws with respect to each director nomination or other proposal that you

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intend to present at the 2023 annual meeting of stockholders. Our bylaws are available on the “Governance” portion of our website at investors.n-able.com or may be obtained by writing to our Corporate Secretary. Such requests and all notices of proposals and director nominations by stockholders should be sent to N-able, Inc., 30 Corporate Drive, Suite 400, Burlington, Massachusetts 01803, Attention: Corporate Secretary.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board is currently comprised of nine directors and is divided into three classes with staggered three-year terms. The Board currently has three directors in Class I, three directors in Class II and three directors in Class III. The term of office of our Class I directors, William Bock, Kristin Nimsger Weston and John Pagliuca, will expire at this year's annual meeting of stockholders. Each of our current Class I directors is standing for election. The term of office of our Class II directors, Michael Bingle, Darryl Lewis and Cam McMartin, will expire at the 2023 annual meeting. The term of office of our Class III directors, Michael Hoffman, Ann Johnson and Michael Widmann, will expire at the 2024 annual meeting. There are no family relationships between any of our directors or executive officers.

Nominees for Election as Class I Directors at the Annual Meeting

Listed below are this year’s nominees for election to the Board as Class I 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 2025 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.

Name

Age

Positions and Offices Held with Company

Director Since

William Bock

Director

July 2021

Kristin Nimsger Weston

Director

July 2021

John Pagliuca

President, Chief Executive Officer and Director

April 2021

William Bock. William Bock has served as Chairman of the board of directors of N-able since July 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, (NASDAQ: SLAB) 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, is Board Chairman of SailPoint Technologies (NYSE: SAIL) 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 also serves on the boards of directors of private technology companies. 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.

Kristin Nimsger Weston. Kristin Nimsger Weston has served as a member of our board of directors since July 16, 2021. Ms. Weston has served as an Operating Partner of Thoma Bravo since December 2020. Ms. Weston has previously served as Senior Advisor, Private Equity to Vista Equity Partners from April 2020 to December 2020. Ms. Weston has also previously served as the Chief Executive Officer of Social Solutions Global as well as the Chief Executive Officer of MicroEdge, which was sold to publicly traded Blackbaud (Nasdaq: BLKB) in 2014. Prior to joining MicroEdge, Ms. Weston served as President of Kroll Ontrack and as General Manager of the litigation software division of Thomson Reuters (NYSE: TRI). Ms. Weston has a B.A. from the University of Minnesota, a J.D. from William Mitchell College of Law, and a Certificate in Management and Leadership from MIT Sloan School of Management. Our Board believes that Ms. Weston’s industry experience and overall knowledge of our business qualify her to serve as a director.

John Pagliuca. John 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.

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Continuing Directors Not Standing for Election

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

Name

Age

Positions and Offices Held with Company

Director Since

Michael Bingle

Director

July 2021

Michael Hoffman

Director

July 2021

Ann Johnson

Director

November 2021

Darryl Lewis

Director

July 2021

Cam McMartin

Director

July 2021

Michael Widmann

Director

July 2021

Class II Directors (Terms Expire in 2023)

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, as a trustee of Brunswick School 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 June 2017. 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. He currently serves as a board member and a company and fund advisor of Thoma Bravo Advantage, where he has served in that capacity since December 2019. Mr. McMartin served as the Chief Operating Officer of SailPoint Technologies Holdings, Inc. (NYSE: SAIL) from May 2019 to December 2019 and as its Chief Financial Officer from 2011 to May 2019 and 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.

Class III Directors (Terms Expire in 2024)

Michael Hoffmann. Michael Hoffmann has served as a member of the board of directors since July 16. 2021. Mr. Hoffmann has served as a Partner at Thoma Bravo since January 2022, where he previously served as Principal from January 2018 through January 2022, after joining Thoma Bravo as a Vice President in August 2014. Previously, Mr. Hoffmann was an associate with the private equity firm Providence Equity Partners from 2010 to 2012. Prior to Providence Equity Partners, Mr. Hoffmann was an investment banking analyst with Citigroup Global Markets Inc. from 2008 to 2010. Mr. Hoffmann received his M.B.A. from the Stanford Graduate School of Business and graduated with an A.B. in Economics from Harvard University. Mr. Hoffmann currently serves on the board of directors of SolarWinds (NYSE:SWI) and several software and technology services companies in which certain investment funds advised by Thoma Bravo hold an investment, including ConnectWise,

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LLC, Calabrio, Inc. and Talend SAS. Our Board believes that Mr. Hoffmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

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 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.

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 vote 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. Abstentions and 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, William Bock, Kristin Nimsger Weston and John Pagliuca as nominees for election as Class I directors at the annual meeting. If elected, Ms. Nimsger Weston and Messrs. Bock and Pagliuca will serve as Class I directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified.


Our Board recommends that you vote FOR Ms. Weston and Messrs. Bock and Pagliuca.

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CORPORATE GOVERNANCE

Board of Directors

Our business and affairs are managed under the direction of our Board. Currently, our Board consists of nine persons, eight of whom qualify as “independent” under the listing standards of The New York Stock Exchange, or NYSE. 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.

Board Leadership

Our corporate governance guidelines do not require the separation of our Chairman of the Board and Chief Executive Officer positions. However, since our formation, the Board has had a non-executive Chairman, currently Mr. Bock. By separating these roles, the Board believed that Mr. Pagliuca would be able to focus on executing the Company’s strategy as our President and Chief Executive Officer, and Mr. Bock would be able to devote his attention to matters of Board oversight and governance. Mr. Bock brings considerable skills and experience to the role of Chairman. In this capacity, he has significant responsibilities, including calling and presiding over Board meetings, including meetings of the independent directors in executive sessions, setting meeting agendas and determining materials to be distributed to the Board. Our non-executive Chairman also provides management with input regarding schedule and agenda items for Board and committee meetings and the information to be provided to the independent directors in performing their duties. In addition, each of the committees of the Board is chaired by an independent director. We believe that having an independent Chairman currently provides the most effective leadership model for the Company and when combined with the role of our independent committee chairs, creates an environment that is conducive to objective evaluation and oversight of management’s performance.

Risk Oversight

Our Board is responsible for overseeing our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function primarily through our nominating and corporate governance committee. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

Our nominating and corporate governance committee is responsible for our general risk management strategy, monitoring and assessing the most significant risks facing us and overseeing the implementation of risk mitigation strategies by management. Our nominating and corporate governance committee also monitors and assesses the effectiveness of our corporate governance guidelines and our policies, plans and programs relating to cyber and data security and legal and regulatory risks associated with our products and business operations.

Our audit committee and compensation committee also are responsible for overseeing certain risks related to their responsibilities. Specifically, our audit committee receives reports from management, the internal audit team, and the Company’s independent registered public accounting firm relating to financial risks. Our compensation committee monitors and evaluates whether any of our compensation policies and programs have the potential to encourage unnecessary risk-taking.

Our cybersecurity committee is responsible for overseeing our information technology systems and cybersecurity risks.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance or reporting levels.

Our Board believes that the processes it has established for overseeing risk would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of leadership structure as described under “Board Leadership” above.

Committees of Our Board of Directors

Our Board has established an audit committee, a compensation committee, a nominating and corporate governance committee and a cybersecurity committee, and may have such other committees as our Board may establish from time to time. The composition and responsibilities of each of the committees of our Board is described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Pursuant to the terms of the stockholders’ agreement, unless the Sponsors waive such requirement, any new committees of our Board include at least one director nominated by Silver Lake and at least one director nominated by Thoma Bravo, as long as each of Silver Lake and Thoma

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Bravo is still then entitled to nominate at least one director, respectively, and such additional members as determined by our Board, with exceptions for requirements of law and stock exchange rules. The charters for our audit committee, compensation committee, nominating and corporate governance committee and cybersecurity committee are available on the “Governance” portion of our website at investors.n-able.com.

The following table provides information on the Board’s current committee memberships.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Cybersecurity Committee

Michael Bingle

Chair

William Bock

Chair

Michael Hoffman

Member

Ann Johnson

Member

Darryl Lewis

Member

Chair

Cam McMartin

Chair

Member

Kristin Nimsger Weston

Member

John Pagliuca

Michael Widmann

Member

Audit Committee

Our audit committee currently consists of Ms. Johnson and Messrs. Lewis and McMartin. Mr. McMartin serves as chair of our audit committee. Mr. Bock served on our audit committee during all of 2021 and until April 1, 2022. Our board of directors has determined that each member of the audit committee, satisfies the requirements for independence under the applicable rules and regulations of the SEC and listing standards of the NYSE, and each member of the audit committee, including Ms. Johnson, satisfies the requirements for financial literacy under the applicable rules and regulations of the SEC and listing standards of the NYSE. Mr. McMartin serves as the chair of our audit committee. Mr. McMartin qualifies as an “audit committee financial expert” as defined in the rules of the SEC and satisfies the financial expertise requirements under the listing standards of the NYSE.

Our audit committee is, among other things, responsible for:

•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

•helping to ensure the independence and performance of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•considering the adequacy of our internal controls and internal audit function;

•reviewing our policies on risk assessment and risk management;

•reviewing material related-party transactions or those that require disclosure; and

•approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee consists of Messrs. Bock, Hoffmann and Widmann. Mr. Bock serves as the chair of our compensation committee. Because we are a controlled company under the Sarbanes-Oxley Act and the rules of the NYSE, we are not required to have a compensation committee composed entirely of independent directors.

Our compensation committee is, among other things, responsible for:

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and recommending to our board of directors the compensation of our directors;

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•reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

•reviewing our overall compensation philosophy.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Bingle and McMartin and Ms. Weston. Mr. Bingle serves as the chair of our nominating and corporate governance committee. Because we are a controlled company under the Sarbanes-Oxley Act and rules of the NYSE, we are not required to have a nominating and corporate governance committee composed entirely of independent directors.

Our nominating and corporate governance committee is, among other things, responsible for:

•identifying and recommending candidates for membership on our board of directors, in accordance with the terms and requirements of the stockholders’ agreement;

•reviewing and recommending our corporate governance guidelines and policies;

•reviewing proposed waivers of the code of business conduct and ethics for directors and executive officers; and

•overseeing the process of evaluating the performance of our board of directors; and assisting our board of directors on corporate governance matters.

Cybersecurity Committee

Our cybersecurity committee consists of Ms. Johnson and Messrs. Lewis and McMartin. Mr. Lewis serves as the chair of our cybersecurity committee.

Our cybersecurity committee is, among other things, responsible for providing oversight over:

•the effectiveness of our cybersecurity programs and other information technology programs and our practices for identifying, assessing and mitigating cybersecurity risks across our products, services and business operations;

•our controls, policies and guidelines to prevent, detect and respond to cyber-attacks or data breaches involving our products, services and business operations;

•our security strategy and technology planning processes;

•the safeguards used to protect the confidentiality, integrity, availability and resiliency of our products, services and business operations;

•our cyber crisis preparedness, security breach and incident response plans, communication plans, and disaster recovery and business continuity capabilities;

•our compliance with applicable information security and data protection laws and industry standards, in relevant jurisdictions;

•our cybersecurity budget, investments, training and staffing levels to ensure they are sufficient to sustain and advance successful cybersecurity and industry compliance programs, including company-wide information and security training; and

•new or updated legal implications of security, data privacy and/or other regulatory or compliance risks to us or our products, services or business operations.

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Director Independence

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment and affiliations, our Board has determined that each of Mses. Johnson and Weston and Messrs. Bingle, Bock, Hoffman, Lewis, McMartin and Widmann (comprising all of our directors other than Mr. Pagliuca) do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of our directors (other than Mr. Pagliuca) is “independent” as that term is defined under the listing standards of the NYSE. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence and eligibility to serve on the committees of our Board, including the transactions described in “Certain Relationships and Related Party Transactions.”

Communications to the Board of Directors

Stockholders and any other interested parties may communicate with the members of the Board, with individual directors, including our Chairman, or with any group of directors, including our independent directors, by sending a letter to our Corporate Secretary at 30 Corporate Drive, Suite 400, Burlington, Massachusetts, 01803 or general_counsel@n-able.com. The Corporate Secretary will maintain a log of such communications and will transmit as soon as practicable such communications to the Board or to the identified director(s), although communications that are abusive, in bad taste or that present safety or security concerns may be handled differently, as determined by the Corporate Secretary.

Director Nomination Procedures

The nominating and corporate governance committee has the responsibility for reviewing and recommending to the Board the Company’s candidates for director positions in accordance with the terms and requirements of the stockholders’ agreement. The nominating and corporate governance committee, in evaluating Board candidates, considers factors such as professional background and skills, personal character, values and discipline, ethical standards, diversity and other outside commitments, all in the context of an assessment of the needs of the Board at the time. The committee’s objective is to maintain a Board of individuals of the highest personal character, integrity and ethical standards, and that reflects a range of professional backgrounds and skills relevant to our business. The nominating and corporate governance committee considers diversity in identifying nominees for director, including personal characteristics such as race and gender, as well as diversity in the experience and skills that contribute to the Board’s performance of its responsibilities in the oversight of a global technology business.

The nominating and corporate governance committee will consider director candidates recommended by stockholders in the same manner and using the same criteria as used for any other director candidate. The nominating and corporate governance committee also may take into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been held. To have a candidate considered by the nominating and corporate governance committee, a stockholder must submit a recommendation in writing to our Corporate Secretary at 30 Corporate Drive, Suite 400, Burlington, Massachusetts, 01803, and must include the following information:

•the name of the stockholder and evidence of the person’s ownership of our stock, including the number of shares owned and the length of time that the person has owned the shares;

•the name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a director;

•the written consent of the proposed candidate to be named as a nominee and to serve as a director if elected; and

•any other information about the stockholder and the candidate that would be required if the stockholder provided notice to the Company of its intent to nominate the director candidate pursuant to Section 3.16 of our bylaws.

The nominating and corporate governance committee may require additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of the Board.

For a candidate to be considered by the nominating and corporate governance committee for nomination to the Board at an upcoming annual meeting, a stockholder recommendation must be received by our Corporate Secretary not later than 90 days nor earlier than 120 days prior to the anniversary date of the Company’s most recent annual meeting of stockholders.

The nominating and corporate governance committee annually reviews with the Board the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment includes a consideration of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the Company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an

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effective manner. Directors are expected to exemplify the highest standards of personal and professional integrity and to constructively challenge management through their active participation and questioning. In particular, the nominating and corporate governance committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of the Company’s businesses.

Our stockholders’ agreement provides the Sponsors with certain nomination rights. See “Corporate Governance—Certain Sponsor Rights” above for more information regarding these rights.

Board and Annual Meetings Attendance

We became an independent company on July 19, 2021. During 2021, our Board held two meetings, our audit committee held two meetings, our compensation committee held one meeting and our nominating and corporate governance committee held one meeting. During 2021, each current director attended at least 75% of the aggregate of the total number of Board and committee meetings held during the period of such member’s service.

Directors are encouraged, but not required, to attend our annual meeting of stockholders. We did not hold an annual meeting of stockholders during 2021.

Compensation Committee Interlocks and Insider Participation

Messrs. Bock, Hoffman and Widmann served as members of the compensation committee in 2021. None of the members of the compensation committee has at any time been one of our officers or employees. Except as set forth under “Certain Relationships and Related Party Transactions,” none of these members of the compensation committee has any relationships with us of the type that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our Board or compensation committee.

Code of Business Ethics and Conduct

Our Board has adopted a code of business conduct and ethics for all employees, including our President and Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The code of business ethics and conduct and our corporate governance guidelines are available on the “Governance” portion of our website at investors.n-able.com. To the extent and in the manner required by applicable rules of the SEC and NYSE, we intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

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DIRECTOR COMPENSATION

2021 Director Compensation Table

The following table provides information regarding the compensation paid to our non-employee directors for the fiscal year ended December 31, 2021.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	Total ($)
Michael Bingle	19,397	346,833	366,230
William Bock	48,266	346,833	395,099
Michael Hoffman	18,495	346,833	365,328
Ann Johnson	6,253	359,987	366,240
Darryl Lewis	21,582	346,833	368,415
Cam McMartin	27,255	346,833	374,088
Kristin Nimsger Weston	17,592	346,833	364,425
Michael Widmann	18,495	346,833	365,328

________________

(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, 2021 under our non-employee director compensation policy, which is further described below under the caption “Narrative Disclosure to Director Compensation Table.” Our non-employee directors were entitled to compensation from us from the completion of the separation and distribution in July 2021 or, in the case of Ms. Johnson, her election to the Board.

(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 were the initial equity awards under our non-employee director compensation policy that were granted on July 20, 2021, other than with respect to Ms. Johnson whose initial equity award was granted on November 3, 2021, the date she was appointed to the Board, as further described below under the caption “Narrative Disclosure to Director Compensation Table.” As of December 31, 2021 each of our non-employee directors had 27,993 shares of common stock underlying outstanding stock awards held by such director, other than Ms. Johnson, who had 25,695 shares of common stock underlying outstanding stock awards held by her.

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:


	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

•Each of our non-employee directors has been 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 on the first three anniversaries of the date of grant, subject to the director’s continued service through the applicable vesting date. Thereafter, 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

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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 under our stockholders’ agreement, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Silver Lake Funds. With respect to non-employee directors that are designees of the Thoma Bravo Funds under our stockholders’ agreement, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Thoma Bravo Funds. 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, 2022, each of our non-employee directors was in compliance with our non-employee director stock ownership guidelines.

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PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our Board has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022 and will present such appointment to the stockholders for ratification at the annual meeting of stockholders. A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting to respond to questions from stockholders and will be given the opportunity to make a statement if so desired.

Stockholder ratification of the audit committee’s appointment of PricewaterhouseCoopers LLP is not required by our organizational documents or applicable law. However, the audit committee and the Board believe it is a good corporate governance practice to request stockholder ratification of the audit committee’s appointment of PricewaterhouseCoopers LLP and will take your vote on the proposal into consideration when appointing our independent registered public accounting firm in the future. If the appointment of PricewaterhouseCoopers LLP is not ratified by you, the audit committee may reconsider the appointment. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

Audit and Non-Audit Fees

PricewaterhouseCoopers LLP served as our independent registered public accounting firm for the year ended December 31, 2021.

In addition to performing the audit of our consolidated financial statements, PricewaterhouseCoopers LLP also provides various other services to us. Fees paid to PricewaterhouseCoopers LLP for services provided during these years are presented below. No fees are reflected for the year ended December 31, 2020, as we did not exist as a standalone public company until July 2021.


	2021
Audit Fees	$	1,452,600
Audit-Related Fees	—
Tax Fees	8,500
Other Fees	5,400
Total	$	1,466,500

Audit Fees. Audit fees consist of professional services necessary to perform the audit of our annual financial statements and review of quarterly interim financial statements in accordance with the standards of the Public Company Accounting Oversight Board. It also includes fees for services that are normally incurred in connection with statutory and regulatory filings or engagements, such as comfort letters, statutory audits, attest services, consents, and review of documents filed with the SEC.

Audit-Related Fees. We did not incur any Audit-Related Fees in 2021.

Tax Fees. Tax fees include services for tax compliance assistance.

Other Fees. Other fees consist of fees for accounting research software.

Pre-Approval of Audit and Non-Audit Services

The audit committee is authorized by its charter to pre-approve all audit and permitted non-audit services to be performed by our independent registered public accounting firm. The audit committee reviews and approves the independent registered public accounting firm’s retention to perform audit services, including the associated fees. The audit committee also evaluates other known potential engagements of the independent registered public accounting firm, including the scope of the proposed work and the proposed fees, and approves or rejects each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence from management. At subsequent meetings, the audit committee will receive updates on the services actually provided by the independent registered public accounting firm, and management may present additional services for approval.

All services provided by PricewaterhouseCoopers LLP during the fiscal years ended December 31, 2021 were pre-approved by the audit committee.

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The audit committee has reviewed the fees and services described above, and believes that such fees and services are compatible with maintaining the independence of PricewaterhouseCoopers LLP.

Required Vote and Recommendation of the Board for Proposal Two

You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. To be approved by our stockholders, this proposal must receive a “FOR” vote by a majority of the shares of our common stock represented in person or by proxy at the annual meeting and entitled to vote on the proposal.


Our Board recommends that you vote FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

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REPORT OF THE AUDIT COMMITTEE

The material in this report shall not be deemed to be (i) “soliciting material,” (ii) “filed” with the SEC, (iii) subject to Regulations 14A or 14C of the Exchange Act, and/or (iv) subject to the liabilities of Section 18 of the Exchange Act. This report shall not be deemed incorporated by reference into any of our other filings under the Exchange Act or the Securities Act of 1933, as amended, or the Securities Act, except to the extent the Company specifically incorporates it by reference into such filing.

The audit committee of our Board is responsible for, among other things, reviewing with PricewaterhouseCoopers LLP, our independent registered public accounting firm, the scope and results of their audit engagement. In connection with the 2021 audit, the audit committee:

•reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2021;

•discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC; and

•received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with PricewaterhouseCoopers LLP that firm’s independence.

Based on the review and discussions described in the preceding bullet points, the audit committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS*

Cam McMartin (Chair)

William Bock*

Darryl Lewis

* Mr. Bock served on our Audit Committee through April 1, 2022 and at the time of the audit committee’s review, discussion and recommendation to the Board regarding the inclusion of the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

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EXECUTIVE OFFICERS

Set forth below is the name, age, and position of each of our executive officers as of the date of this proxy statement.

Name

Age

Position

John Pagliuca

President, Chief Executive Officer and Director

Tim O’Brien

Executive Vice President, Chief Financial Officer

Michael Adler

Executive Vice President, Chief Technology and Product Officer

Peter C. Anastos

Executive Vice President, General Counsel

Frank Colletti

Executive Vice President, Worldwide Sales

Kathleen Pai

Executive Vice President, Chief People Officer

John Pagliuca—For biographical information, see “Proposal One—Nominees for Election as Class I Directors.”

Tim O’Brien. Tim O’Brien has served as Divisional Chief Financial Officer, N-able (formerly SolarWinds MSP) since April 2020. Mr. O’Brien previously served as Vice President, Finance and Operations, N-able from May 2016 to April 2020. Mr. O’Brien joined SolarWinds with its acquisition of LogicNow in May 2016, where he served as Director, Finance and Operations. Prior to joining LogicNow, Mr. O’Brien held roles at Airvana and Teradyne. Mr. O’Brien holds a B.S. in Finance from Fairfield University.

Michael Adler. Michael Adler has served as Executive Vice President, Chief Technology and Product Officer, N-able (formerly SolarWinds MSP) since March 2021. Mr. Adler previously served as Chief Product Officer at RSA Security, a computer and network security company, from September 2020 to March 2021. Previously, he served as Vice President, Product at RSA Security from January 2016 to September 2020. Prior to joining RSA Security, Mr. Adler held roles at Constant Contact, Symantec, IMlogic and Switchboard, Inc. Mr. Adler holds an M.B.A. from Boston College and a B.S. in Math/Computer Science from Carnegie Mellon University.

Peter C. Anastos. Peter C. Anastos has served as Executive Vice President, General Counsel, N-able (formerly SolarWinds MSP) since March 2021. Mr. Anastos previously served as General Counsel of Access Information Management, an information management company, from November 2017 to March 2021. Previously, he served as Senior Vice President, General Counsel of Cynosure from June 2014 to July 2017. Mr. Anastos holds an A.B. in Government from Dartmouth College and a J.D. from Boston University School of Law.

Frank Colletti. Frank Colletti has served as Executive Vice President, Worldwide Sales, N-able (formerly SolarWinds MSP) since April 2020. Mr. Colletti previously served as Group Vice President, Worldwide Sales, N‑able beginning in August 2017 and as Vice President Sales, N-able from September 2013 to August 2017. Mr. Colletti previously held roles at N-able Technologies prior to its acquisition by SolarWinds in 2013 and Solidum. Mr. Colletti holds a B.B.A. from the University of Ottawa.

Kathleen Pai. Kathleen Pai has served as Executive Vice President, Chief People Officer, N-able (formerly SolarWinds MSP) since March 2021. She previously served as Senior Vice President, Chief People Officer, SolarWinds beginning in January 2020. Prior to joining SolarWinds, Ms. Pai served as Vice President, People at Ultimate Software, an HR software solutions and payroll company, from October 2016 until January 2020. Prior to joining Ultimate Software, Ms. Pai held roles at Carnival Cruise Line, Citrix Systems and Lockheed Martin. Ms. Pai serves on the Board of Directors and as the Chair of the Compensation Committee of LiveVox (NASDAQ: LVOX), a contact center software platform provider. Ms. Pai holds a M.B.A. from the University of Massachusetts – Amherst and a B.S. in Public Relations from the University of Florida.

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EXECUTIVE COMPENSATION TABLES

Executive Compensation

Prior to the separation and distribution from SolarWinds on July 19, 2021, we operated as a business unit of SolarWinds and not as an independent company. Our compensation committee did not begin meeting until after the completion of the separation and distribution. As a result, SolarWinds determined the compensation of our executive officers for all of 2020 and through July 19, 2021.

Summary Compensation Table

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


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Nonequity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
John Pagliuca(5)	2021	465,833	—	8,593,025	416,575	11,400	9,486,833
Chief Executive Officer	2020	420,000	—	5,919,963	336,000	11,400	6,687,363
Tim O’Brien	2021	316,667	80,000(6)	3,437,200	231,528	11,400	4,076,795
Chief Financial Officer
Michael Adler(7)	2021	303,333	—	2,291,475	273,624	—	2,868,432
Chief Technology and Product Officer

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(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 2020 for Mr. Pagliuca reflects (i) the aggregate grant date fair value of performance stock units, or PSUs, and restricted stock units, or RSUs, granted in March 2020, (ii) the modification date fair value for the PSUs that were originally granted in March 2020 and subsequently modified to become RSUs in June 2020 and (iii) the modification date fair value for restricted stock awards that were modified in June 2020. The amount reported in this column for fiscal 2021 reflects (i) the aggregate grant date fair value of PSUs and RSUs granted in July 2021. The fair value of awards has been calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). For PSUs granted and modified in 2020, the amounts above were calculated based on the probable outcome of the performance conditions as of the grant date and date of modification, respectively, and represent the value of the target number of units granted, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718.

(3)The amounts reported in this column represent the annual cash bonuses paid under the formulaic calculation of N-able’s Bonus Plan, for 2021, and SolarWinds’ Bonus Plan, for 2020. For a detailed discussion of these bonuses, see below under the caption “Narrative Disclosure to Summary Compensation Table— Bonus Plan.”

(4)Includes employer contribution to such executive officer’s 401(k) retirement 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.

Narrative Disclosure to Summary Compensation Table

Base Salary

Each named executive officer’s base salary is a fixed component of annual compensation for performing specific job duties and functions. Historically, the SolarWinds compensation committee established the annual base salary rate for each of the named executive officers at a level necessary to retain the individual’s services, and reviews base salaries on an annual basis in consultation with SolarWinds’ Chief Executive Officer (other than with respect to the Chief Executive Officer’s own salary), SolarWinds’ compensation committee and its independent compensation consultant. In connection with the Separation and Distribution, the SolarWinds’ compensation committee determined to enter into an employment agreement with each of the named executive officers that provided for base salary consistent with the historical approach, and which was further approved by our board of directors prior to the Separation and Distribution. Following the separation and distribution on July 19, 2021,

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the annual base salary for each of Mr. Pagliuca, Mr. O’Brien and Mr. Adler was $475,000, $330,000 and $390,000, respectively. The N-able compensation committee is expected to make future adjustments to the base salary rates of the named executive officers upon consideration of any factors that it deems relevant, including, but not limited to, (i) any increase or decrease in the executive’s responsibilities, (ii) the executive’s individual performance, (iii) assessment of professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment, (iv) internal parity among other leaders in the company and (v) salaries for the comparable leadership position at similarly situated companies, as based on publicly available information or data published in nationally recognized compensation surveys.

Bonus Plan

N-able provides, and SolarWinds previously provided, our named executive officers with an opportunity to receive non-equity incentive payments under their respective bonus plans. Under the SolarWinds Bonus Plan, generally all employees at the level of Group Vice President and above were eligible to participate. Under the N-able Bonus Plan, generally all employees are eligible to participate. Annual bonuses under both plans are earned through achievement of performance targets established by the applicable compensation committee, with the degree of performance achievement determining the bonus amount earned relative to the named executive officer’s target bonus amount. For 2020 and 2021, such performance targets were established by SolarWinds’ compensation committee and, for 2021, maintained by N-able’s compensation committee. Participants in the bonus plan generally must be employed on the date the awards are actually paid in order to receive payment. The following description sets forth the basic framework for the calculation of bonuses under the bonus plans but the decision to pay a bonus and the amount of the bonuses paid under the plan was subject to the discretion of SolarWinds’ or N-able’s compensation committee, for 2020 and 2021, respectively.

Under the respective bonus plan, each named executive officer was assigned a target variable amount, either as a percentage of base salary or as a specified dollar amount. For fiscal 2020, Mr. Pagliuca’s target variable compensation under the SolarWinds bonus plan was 80% of salary. The performance measures for Mr. Pagliuca under the SolarWinds bonus plan with respect to were annual recurring revenue, or ARR, and MSP Contribution Profit, as defined below, with each of the two measures weighted 75% and 25%, respectively (collectively, the “MSP Measures”) in computing the total bonus earned. MSP Contribution Profit is defined as non-GAAP revenue (as adjusted in the discretion of the compensation committee, including for constant currency, changes in pricing methodology and mergers and acquisitions) for the SolarWinds’ MSP business less directly attributable non-GAAP expenses such as support, sales and marketing, research and development and certain general and administrative costs. SolarWinds’ non-GAAP expenses exclude such items as amortization of acquired intangible assets, stock-based compensation expense and related employer-paid payroll taxes, acquisition and other costs, spin-off exploration costs, and restructuring costs. Costs related to indirect general and administrative costs (finance, human resources, legal and executive costs) were not allocated to the MSP business.

In addition, SolarWinds’ compensation committee established a minimum 97.5% and 96.3% threshold for 2020 and 2021, respectively, that must be achieved for any bonus to be earned with respect to the MSP Measures.

The 2020 bonuses were paid following a year-end review of the applicable performance criteria. For fiscal 2020, the compensation committee of SolarWinds determined that SolarWinds had exceeded the target performance levels for ARR and MSP Contribution Profit. The bonus amounts paid to Mr. Pagliuca derived from the SolarWinds bonus plan calculation for fiscal 2020 are reported in the Summary Compensation Table above in the “Nonequity Incentive Plan Compensation” column.

For fiscal 2021, Mr. Pagliuca’s target variable compensation under the N-able bonus plan, as continued from the SolarWinds bonus plan, was 100% of salary and the target bonus amounts for Mr. O’Brien and Mr. Adler were 80% of salary. The 2021 performance measures for our named executive officers under the N-able Bonus Plan were Exit ARR and Adjusted EBITDA, with these two measures weighted 75% and 25%, respectively (collectively, the “Bonus Measures”) in computing the total bonus earned. 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). Exit ARR is defined as annualized recurring revenue as of December 2021, calculated by multiplying the recurring revenue and related usage revenue, excluding the impact of reserves, recognized during the final month of the reporting period from both long-term and month-to-month subscriptions by twelve.

Based upon N-able’s achieved Exit ARR of $364.3 million and Adjusted EBITDA of $113.5 million, the N-able compensation committee determined to fund executive bonuses at 87.7% of each executive’s target amount, resulting in bonuses of $416,575, $231,528 and $273,624 for Mr. Pagliuca, Mr. O’Brien and Mr. Adler, respectively.

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SolarWinds 2018 Equity Incentive Plan

SolarWinds utilized long-term equity-based incentives under its 2018 Equity Incentive Plan, or 2018 SolarWinds Plan. Following the completion of the distribution certain of the equity-based incentives granted to our named executive officers the under the 2018 SolarWinds Plan were assumed by us under our 2021 Plan (as defined below).

N-able 2021 Equity Incentive Plan

N-able also utilizes long-term equity-based incentives under its 2021 Equity Incentive Plan, or 2021 Plan. We believe that equity incentive awards provide our executive officers with a strong link to our long-term performance by enhancing their accountability for long-term decision making; help balance the short-term orientation of our annual incentive bonus program; create an ownership culture by aligning the interests of our executive officers with the creation of value for our stockholders; and further our goal of executive retention. We primarily grant equity incentive awards in the form of restricted stock units and performance stock units. Restricted stock units granted to employees upon joining N-able generally vest in four equal installments over four years, subject to continued service through each applicable vesting date. Subsequent restricted stock units, typically granted annually, generally vest 25% on the first anniversary of the applicable vesting start date, with the remainder vesting in equal quarterly installments over the following 12 quarters, subject to their continued service through each applicable vesting date. Performance stock units generally vest over three years, subject to the achievement of specified performance criteria and their continued service through each applicable vesting date. Generally, our executive officers receive one half of their total equity compensation in restricted stock units and the other half in performance stock units.

Other Compensation Elements

Our named executive officers were eligible to participate in SolarWinds’ standard employee benefit plans through the completion of the separation and distribution and in N-able’s standard employee benefit plans thereafter, 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-situated employees. Each of SolarWinds and N-able currently maintains a retirement plan intended to provide benefits under section 401(k) of the Internal Revenue Code, under which employees, including our named executive officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. For more information, see “—Benefit Plans—401(k) Plan.” Upon the completion of the separation and the distribution, we adopted our own standard employee benefit plans including 401(k) retirement savings plan, medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, and other employee benefit or insurance plans.

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Outstanding Equity Awards at December 31, 2021

The following table sets forth information regarding outstanding stock awards held by our named executive officers at December 31, 2021, all of which are denominated in shares of N-able common stock.


	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 ($)(2)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested (#)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(2)
John Pagliuca	9,750(4)	109,200
	18,427(5)	206,382
	11,464(6)	128,397
	108,023(7)	1,209,858
	7,372(8)	82,566
	66,836(9)	748,563
	343,721(10)	3,849,675
			343,721	3,849,675
Tim O’Brien	500(11)	5,600
	500(11)	5,600
	8,775(5)	98,280
	14,404(8)	161,325
	12,153(9)	136,114
	137,488(10)	1,539,866
			137,488	1,539,866
Michael Adler	91,659(12)	1,026,581
			91,659	1,026,581

_______________

(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 31, 2021 (the last market trading day in 2021), which was $11.20, 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 (“PSUs”). A maximum of 150% of such shares may convert to a restricted stock unit (“RSU”) with time-based vesting upon the achievement of the performance criteria for fiscal year 2021, with one-third of such RSU vesting upon certification of such achievement by our compensation committee and the remaining two thirds vesting in equal installments on each of February 15, 2023 and February 15, 2024. If catch-up performance criteria are met for fiscal year 2022, additional PSUs may convert to time-based RSUs.

(4)Represents unvested portion of a restricted stock award that vests in equal annual installments over four years on each anniversary of March 20, 2018, subject to continued employment through each applicable vesting date. Mr. Pagliuca received these shares with respect to an award of SolarWinds’

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restricted stock for which he paid $2.10 per share. The unvested shares of restricted stock held by Mr. Pagliuca are subject to repurchase by us upon termination of employment at the lesser of fair market value and original purchase price of such stock.

(5)Represents the unvested portion of RSUs that vest in equal annual installments over four years on each anniversary of October 23, 2018, subject to continued employment through each applicable vesting date.

(6)Represents the unvested portion of RSUs received upon achievement of fiscal year 2019 performance criteria under PSUs granted under the 2018 SolarWinds Plan, one third of which vested on certification of achievement such criteria, with the remaining vesting in equal installments on each of February 1, 2021 and February 1, 2022, subject to continued service through each applicable vesting date.

(7)Represents the unvested portion RSUs that vest in equal annual installments over three years on each anniversary of each of February 15, 2020, subject to continued service through each applicable vesting date.

(8)Represents the unvested portion RSUs that vest in equal annual installments over two years on each anniversary of February 15, 2020, subject to continued service through each applicable vesting date.

(9)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.

(10)Represents 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.

(11)Represents unvested portion of a restricted stock award that vests in equal annual installments over five years on each anniversary of September 26, 2018, subject to continued employment through each applicable vesting date. Mr. O’Brien received these shares with respect to an award of SolarWinds’ restricted stock for which he paid $0.74 per share The unvested shares of restricted stock held by Mr. O’Brien are subject to repurchase by us upon termination of employment at the lesser of fair market value and original purchase price of such stock.

(12)Represents 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.

Compensatory Arrangements for Certain Executive Officers

The following descriptions of the terms of the employment agreements with each of Mr. Pagliuca, Mr. O’Brien and Mr. Adler are intended as a summary only and are qualified in their entirety by reference to the employment agreements filed as exhibits to our 2021 Annual Report.

John Pagliuca entered into an employment agreement with N-able Technologies, Inc. (“N-able Technologies”) as the President and Chief Executive Officer effective as of July 19, 2021, the date of the separation and distribution. This employment agreement has no specific term and constitutes at-will employment. Mr. Pagliuca's initial annual base salary under the employment agreement was $475,000, which will be reviewed annually and will be subject to change from time to time by the Board in its discretion. Mr. Pagliuca is also eligible to receive an annual bonus based upon the achievement of business metrics established by the Board and individual performance factors mutually determined by Mr. Pagliuca and the Board. Mr. Pagliuca’s initial target bonus was 100% of base salary, up to a maximum of 150% for the overachievement of such metrics and performance factors, and is subject to review and change from time to time by the Board in its discretion. Mr. Pagliuca is also entitled to participate in all employee benefit plans and vacation policies in effect for similarly-situated employees of N-able Technologies. Mr. Pagliuca is eligible for reimbursement of all reasonable business expenses incurred or paid in the performance of his duties and responsibilities for N-able Technologies.

As provided for in the employment agreement, Mr. Pagliuca was granted restricted stock units and performance stock units that had an aggregate initial value equal to $7,500,000, subject to the 2021 Plan and applicable award agreements. Subject to Mr. Pagliuca’s continued employment through the applicable vesting date, the restricted stock units will vest 25% on February 15, 2022 and 6.25% each quarter thereafter. The performance stock units will be subject to vesting upon both the achievement of annual performance targets established by the Board and time-based vesting, with one-third of the units vesting on each anniversary of the certification of the achievement of the performance targets. Mr. Pagliuca may be eligible for additional grants of equity awards in the future at the discretion of the Board. In the event that a N-able Technologies undergoes a Change of Control (as defined in the employment agreement), the performance-vesting condition applicable to any performance stock units held by Mr. Pagliuca will be deemed satisfied in full, and the units will vest according to the following schedule: 25% on the first anniversary of the date of grant and 6.25% each quarter thereafter (or other more favorable condition as may be determined between Mr. Pagliuca and the Company).

Pursuant to the employment agreement, in the event that Mr. Pagliuca’s employment is terminated by N-able Technologies without Cause, as such term is defined in the employment agreement (and other than due to Mr. Pagliuca’s death or disability), or as a result of a Constructive Termination, as such term is defined in the employment agreement, and not during the 12-month period after a Change of Control, N-able Technologies is obligated to (i) pay Mr. Pagliuca a lump-sum cash severance payment equivalent to 18 months of his then-current base salary, (ii) subject to determination by the Board that the performance objectives for the year in which termination occurs are reasonably likely to be satisfied at the time the notice of termination is given and based upon the level at which the Board determines that the performance objectives are reasonably likely to be satisfied, pay to Mr. Pagliuca an amount equal to the prorated earned but unpaid annual bonus, (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. Pagliuca and Mr. Pagliuca’s dependents for 18 months, and (iv)

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accelerate the time-vesting of Mr. Pagliuca’s outstanding performance stock units for which the performance-vesting condition has been satisfied prior to termination. Moreover, if Mr. Pagliuca’s employment is terminated by N-able Technologies without Cause (and other than due to Mr. Pagliuca’s death or disability) or as a result of a Constructive Termination during the 12-month period after a Change of Control, N-able Technologies is obligated to (i) pay Mr. Pagliuca a lump-sum cash severance payment equivalent to 18 months of his then-current base salary, (ii) pay to Mr. Pagliuca an amount equal to 100% of his annual target bonus, (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. Pagliuca and Mr. Pagliuca’s dependents for 18 months, and (iv) fully accelerate the vesting of Mr. Pagliuca’s outstanding equity awards. These severance benefits are contingent on Mr. Pagliuca’s general release of claims against N-able Technologies and subject to Mr. Pagliuca’s compliance with certain confidentiality and restricted activity obligations.

Tim O’Brien entered into an employment agreement with N-able Technologies as the Executive Vice President and Chief Financial Officer effective as of July 19, 2021, the date of the separation and distribution. This employment agreement has no specific term and constitutes at-will employment. Mr. O’Brien’s initial annual base salary under the employment agreement was $330,000, which will be reviewed annually and will be subject to change from time to time by N-able Technologies in its discretion. Mr. O’Brien is also eligible to receive an annual bonus based upon the achievement of business metrics established by the Board and individual performance factors mutually determined by Mr. O’Brien and his manager. Mr. O’Brien’s initial target bonus was 80% of base salary and is subject to review and change from time to time by N-able Technologies in its discretion. Mr. O’Brien is also entitled to participate in all employee benefit plans and vacation policies in effect for similarly-situated employees of N-able Technologies. Mr. O’Brien will be eligible for reimbursement of all reasonable business expenses incurred or paid in the performance of his duties and responsibilities for N-able Technologies.

As provided for in the employment agreement, Mr. O’Brien was granted equity awards that had an aggregate value equal to $3,000,000, subject to the 2021 Plan and applicable award agreements. Subject to Mr. O’Brien’s continued employment through the applicable vesting date, the restricted stock units will vest 25% on February 15, 2022 and 6.25% each quarter thereafter. Mr. O’Brien may be eligible for additional grants of equity awards in the future at the discretion of the Board.

Pursuant to the employment agreement, in the event that Mr. O’Brien’s employment is terminated by N-able Technologies without Cause, as such term is defined in the employment agreement (and other than due to Mr. O’Brien’s death or disability), and not during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Mr. O’Brien a lump-sum cash severance payment equivalent to 12 months of his then-current base salary, (ii) pay to Mr. O’Brien an amount equal to the prorated unpaid annual bonus per the terms of the N-able Technologies bonus plan, and (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. O’Brien and Mr. O’Brien’s dependents for 12 months. Moreover, if Mr. O’Brien’s employment is terminated by N-able Technologies without Cause (and other than due to Mr. O’Brien’s death or disability) or as a result of a Constructive Termination, as such term is defined in the employment agreement, during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Mr. O’Brien a lump-sum cash severance payment equivalent to 18 months of his then-current base salary, (ii) pay to Mr. O’Brien an amount equal to the prorated unpaid annual bonus per the terms of the N-able Technologies bonus plan, (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. O’Brien and Mr. O’Brien’s dependents for 12 months, and (iv) fully accelerate the vesting of Mr. O’Brien’s outstanding equity awards. These severance benefits are contingent on Mr. O’Brien’s general release of claims against N-able Technologies and subject to Mr. O’Brien’s compliance with certain confidentiality and restricted activity obligations.

Michael Adler entered into an employment agreement with N-able Technologies as the Executive Vice President and Chief Technology and Product Officer effective as of February 9, 2021, with a start date of March 22, 2021. This employment agreement has no specific term and constitutes at-will employment. Mr. Adler’s initial annual base salary under the employment agreement was $390,000, which will be reviewed annually and will be subject to change from time to time by N-able Technologies in its discretion, provided that N-able Technologies will not unilaterally reduce Mr. Adler’s gross base salary by more than 15% unless N-able Technologies also decreases the base salary of other similarly-situated employees by the same percentage. Mr. Adler is also eligible to receive an annual bonus based upon the achievement of business metrics established by the Board and individual performance factors mutually determined by Mr. Adler and his manager. Mr. Adler’s initial target bonus was 80% of base salary and is subject to review and change from time to time by N-able Technologies in its discretion, and was not subject to proration in 2021. Mr. Adler is also entitled to participate in all employee benefit plans and vacation policies in effect for similarly-situated employees of N-able Technologies. Mr. Adler will be eligible for reimbursement of all reasonable business expenses incurred or paid in the performance of his duties and responsibilities for N-able Technologies.

As provided for in the employment agreement, Mr. Adler was granted equity awards that had an aggregate value equal to $2,000,000, subject to the 2021 Plan and applicable award agreements. Subject to Mr. Adler’s continued employment through the applicable vesting date, the restricted stock units will vest in four equal installments over the first four anniversaries of May 15, 2021. Mr. Adler may be eligible for additional grants of equity awards in the future at the discretion of the Board.

Pursuant to the employment agreement, in the event that Mr. Adler’s employment is terminated by N-able Technologies without Cause, as such term is defined in the employment agreement (and other than due to Mr. Adler’s death or disability), and

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not during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Mr. Adler a lump-sum cash severance payment equivalent to 12 months of his then-current base salary, (ii) pay to Mr. Adler an amount equal to the prorated unpaid annual bonus per the terms of the N-able Technologies bonus plan, and (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. Adler and Mr. Adler’s dependents for 12 months. Moreover, if Mr. Adler’s employment is terminated by N-able Technologies without Cause (and other than due to Mr. Adler’s death or disability) or as a result of a Constructive Termination, as such term is defined in the employment agreement, during the 12-month period after a Change of Control, N-able Technologies will be obligated to (i) pay Mr. Adler a lump-sum cash severance payment equivalent to 18 months of his then-current base salary, (ii) pay to Mr. Adler an amount equal to the prorated unpaid annual bonus per the terms of the N-able Technologies bonus plan, (iii) reimburse on a monthly basis health and dental care continuation premiums of Mr. Adler and Mr. Adler’s dependents for 12 months, and (iv) fully accelerate the vesting of Mr. Adler’s outstanding equity awards. These severance benefits are contingent on Mr. Adler’s general release of claims against N-able Technologies and subject to Mr. Adler’s compliance with certain confidentiality and restricted activity obligations

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Prior to the separation, we operated as a business unit within SolarWinds. As of March 31, 2022, the Sponsors owned approximately 111,564,512 shares, or approximately 62.3% of voting power. As a result, the Sponsors have the power acting alone to approve any action requiring the affirmative vote of a majority of the votes entitled to be cast and to elect all of our directors.

We have entered into certain agreements with SolarWinds relating to the separation and our relationship with SolarWinds after the separation. The material terms of such agreements with SolarWinds relating to our historical relationship, the separation and our current relationship with SolarWinds after the separation are described below. In connection with the separation and distribution, we entered into certain agreements with the Sponsors. We do not currently expect to enter into any additional agreements or other transactions with SolarWinds outside the ordinary course or with any of its directors, officers or other affiliates, other than those entered into with SolarWinds and the Sponsors specified below. Any transactions with directors, officers or other affiliates will be subject to requirements of Sarbanes-Oxley and SEC rules and regulations.

Relationship with SolarWinds

Historical Relationship with SolarWinds

SolarWinds has historically provided certain services to us, and costs associated with these functions have been allocated to us. The allocations included costs related to corporate services, such as executive management, information technology, legal, finance and accounting, human resources, tax, treasury, research and development, sales and marketing, shared facilities and other services. Where possible, these costs were allocated based on direct usage, with the remainder allocated on a basis of revenue, headcount or other measures we have determined as reasonable. The stock-based compensation includes expense attributable to our employees and an allocation of stock-based compensation attributable to employees of SolarWinds. These allocations were primarily reflected within operating expenses in our consolidated statements of operations. Management believed the basis on which the expenses have been allocated to be a reasonable reflection of the utilization of services provided to, or the benefit received by, us during the periods presented.

The following table summarizes the components of general allocated corporate expenses for the years ended December 31, 2021, 2020, and 2019:


	Years Ended December 31,
	2021		2020		2019

	(in thousands)
General and administrative	$	20,357	$	31,357	$	17,394
Research and development	253		1,672		1,224
Sales and marketing	297		1,969		1,128
Cost of revenue	140		149		99
Total	$	21,047	$	35,147	$	19,845

Although we have entered into certain agreements with SolarWinds in connection with the separation and the distribution, the amount and composition of our expenses may vary from historical levels since the fees charged for the services under the agreements may be higher or lower than the costs reflected in the historical allocations.

SolarWinds continues to provide certain of the services described above on a transitional basis for a fee under the transition services agreement described below.

Following the completion of the separation, we have become subject to the reporting requirements of the Exchange Act. We are required to establish procedures and practices as a stand-alone public company in order to comply with our obligations under the Exchange Act and related rules and regulations. As a result, we will incur additional costs, including internal audit, investor relations, stock administration and regulatory compliance costs. These additional costs may differ from the costs that were historically allocated to us from SolarWinds. Additionally, we expect increased general and administrative expense, which includes separation expenses relating to third-party advisory, consulting and legal services, and other items that are incremental and one-time in nature. To operate as a stand-alone company, we expect to incur costs to replace certain services previously provided by SolarWinds, which may be higher than those reflected in our historical consolidated financial statements.

Agreements with SolarWinds

In connection with the separation and distribution, we entered into various agreements to effect the separation and provide a framework for our relationship with SolarWinds after the separation. These agreements provide for the allocation between SolarWinds and us of SolarWinds’ assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) attributable to periods prior to, at and after our separation from

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SolarWinds and govern certain relationships between SolarWinds and us after the separation. These agreements have been filed as exhibits to our 2021 Annual Report.

The following summaries of each of these agreements are each qualified in their entirety by reference to the full text of the applicable agreements, which are incorporated by reference into this proxy statement. When used in this section, “distribution date” refers to July 19, 2021, the date on which SolarWinds commenced the distribution of N-able’s common stock to the holders of shares of SolarWinds common stock.

The Separation Agreement

We entered into a separation and distribution agreement, or the separation agreement, with SolarWinds prior to the distribution of N-able’s common stock to holders of SolarWinds common stock. The separation agreement sets forth our agreements with SolarWinds regarding the principal actions taken in connection with the separation. It also sets forth other agreements that govern certain aspects of our relationship with SolarWinds following the separation and distribution.

Transfer of Assets and Assumption of Liabilities

The separation agreement identifies assets that were transferred, liabilities that were assumed and contracts that were assigned to each of SolarWinds and us as part of the internal reorganization transaction described herein, and described when and how these transfers, assumptions and assignments occured, though many of the transfers, assumptions and assignments occurred prior to the parties’ entering into the separation agreement. The separation agreement provided for those transfers of assets and assumptions of liabilities that are necessary in connection with the separation so that SolarWinds and N-able retain the assets necessary to operate each respective business and retain or assume the liabilities allocated in accordance with the separation. The separation agreement also provides for the settlement or extinguishment of certain liabilities and other obligations between SolarWinds and N-able. In particular, the separation agreement provides that, subject to the terms and conditions contained in the separation agreement:

•“SpinCo Assets” (as defined in the separation agreement), including, but not limited to, the equity interests of our subsidiaries, assets reflected on our pro forma balance sheet and assets primarily (or in the case of intellectual property, exclusively) relating to our business, were retained by or transferred to us or one of our subsidiaries, except as set forth in the separation agreement or one of the other agreements described below;

•“SpinCo Liabilities” (as defined in the separation agreement), including, but not limited to, the following were retained by or transferred to us or one of our subsidiaries:

◦all of the liabilities (whether accrued, contingent or otherwise, and subject to certain exceptions) to the extent related to, arising out of or resulting from our business;

◦any and all “Environmental Liabilities” (as defined in the separation agreement);

◦liabilities (whether accrued, contingent or otherwise) reflected on our pro forma balance sheet;

◦liabilities (whether accrued, contingent or otherwise) relating to, arising out of, or resulting from, any infringement, misappropriation or other violation of any intellectual property of any other person related to the conduct of the our business;

◦liabilities relating to, arising out of, or resulting from any indebtedness of any of our subsidiaries or any indebtedness secured exclusively by any of our assets;

◦liabilities (whether accrued, contingent or otherwise) (including under applicable federal and state securities laws or any action brought by or on behalf of any holder of any of our securities (including our common stock)) relating to, arising out of or resulting from (i) disclosure documents filed or furnished by us with the U.S. Securities and Exchange Commission, or the SEC, in connection with the distribution (or are filed or furnished by Solar Winds to the extent related to N-able or the distribution), (ii) any form, registration statement, schedule or similar disclosure document filed with or furnished to the SEC by us and (iii) the Private Placement, except, in each case, to the extent such liabilities constitute a SolarWinds Cyber Liability (as defined below);

◦liabilities (whether accrued, contingent or otherwise) relating to, arising out of or resulting from any action primarily related to our business;

◦liabilities relating to, arising out of or resulting from our financing arrangements; and

•All assets and liabilities (whether accrued, contingent or otherwise) of SolarWinds retained by or transferred to SolarWinds or one of its subsidiaries (other than us or one of our subsidiaries), except as set forth in the separation agreement or one of the other agreements described below and except for other limited exceptions that resulted in our retaining or assuming certain other specified liabilities.

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The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the employee matters agreement, are solely covered by the tax matters agreement.

The separation agreement provides that SolarWinds is liable and obligated to indemnify us for all liabilities based upon, arising out of, or relating to the cyberattack on SolarWinds’ Orion Software Platform and internal systems announced by SolarWinds on December 14, 2020, or the Cyber Incident, including all of our out-of-pocket direct costs and expenses, judgments, penalties and fines for:

•any action (as defined in the separation agreement) brought or asserted by a third party within four years after the separation related to the Cyber Incident with respect to any N-able or SolarWinds product or service;

•any action brought or asserted by a third party within four years after the separation with respect to any breach or exfiltration of information, including our and SolarWinds’ confidential information and information of our and SolarWinds’ employees, customers, vendors or business partners, related to the Cyber Incident and either our business or SolarWinds’ business;

•any action brought by or asserted by or on behalf of holders of SolarWinds common stock related to the Cyber Incident;

•any investigation that we conduct following our discovery within four years after the separation of a cyber event relating to, arising out of or resulting from the Cyber Incident; and

•any action brought by or asserted by a third party with respect to any information (as defined in the separation agreement) containing a statement of facts regarding the Cyber Incident in any of our disclosure documents to the extent such information was provided to us in writing by SolarWinds for express inclusion in such disclosure document (other than (x) any information included in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other disclosure regarding the affects or impact of the Cyber Incident may have on our business and assets and (y) with respect to any disclosure by us after SolarWinds has notified us that such information has materially changed or upon which we should no longer rely).

We refer to the foregoing liabilities of SolarWinds as the “SolarWinds Cyber Liabilities.” The SolarWinds Cyber Liabilities do not include, and SolarWinds is not required to indemnify us for, any liabilities that we may incur based upon, arising out of or relating to:

•any of our costs related to compliance, mitigation, increased or changed IT, cybersecurity and other internal controls and enhancements (whether or not capitalized), research and development (whether or not capitalized) and additional personnel and related costs with respect to improving, enhancing or hardening the cyber security or defenses of our environment, whether as a result of the Cyber Incident or otherwise;

•any government relations, lobbying or public relations advisory work other than for any action otherwise covered as a SolarWinds Cyber Liability;

•any action relating to, arising out of or resulting from any breach or cyberattack occurring after the separation where the events or circumstances giving rise to such liabilities were not related to, arising out of or resulting from the Cyber Incident;

•other than to the extent otherwise covered as a SolarWinds Cyber Liability, our disclosure documents or any other public statements made by us or our directors or officers after the separation related to the Cyber Incident; and

•any consequential, special, or exemplary liabilities (as defined in the separation agreement) from any loss of customers, vendors, partners, employees or other commercial relationships or any increase in insurance premiums, whether or not relating to, arising out of resulting from the Cyber Incident.

Except as expressly set forth in the separation agreement or any ancillary agreement, all assets were transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained and that any requirements of laws or judgments are not complied with. In general, neither SolarWinds nor we have made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with such transfers or assumptions, or any other matters.

Information in our 2021 Annual Report with respect to the assets and liabilities of the parties following the separation is presented based on the allocation of such assets and liabilities pursuant to the separation agreement, unless the context otherwise requires. Certain of the liabilities and obligations assumed by one party or for which one party has an indemnification obligation under the separation agreement and the other agreements relating to the separation are, and may continue to be, the legal or contractual liabilities or obligations of another party. Each such party that continues to be subject to such legal or contractual liability or obligation will rely on the applicable party that assumed the liability or obligation or the applicable party that undertook an indemnification obligation with respect to the liability or obligation, as applicable, under the separation

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agreement, to satisfy the performance and payment obligations or indemnification obligations with respect to such legal or contractual liability or obligation.

Further Assurances; Separation of Guarantees

To the extent that any transfers of assets or assumptions of liabilities contemplated by the separation agreement were not consummated on or prior to the date of the distribution, the parties have agreed to cooperate with each other to effect such transfers or assumptions while holding such assets or liabilities for the benefit of the appropriate party so that all the benefits and burdens relating to such asset or liability inure to the party entitled to receive or assume such asset or liability. Each party has agreed to use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the separation agreement and other transaction agreements. Additionally, SolarWinds and N-able agreed to use commercially reasonable efforts to remove us and our subsidiaries as a guarantor of liabilities (including surety bonds) retained by SolarWinds and its subsidiaries and to remove SolarWinds and its subsidiaries as a guarantor of liabilities (including surety bonds) assumed by us.

Shared Contracts

Certain shared contracts have been assigned or amended to facilitate the separation of our business from SolarWinds. If such contracts may not be assigned or amended, the parties are required to take reasonable actions to cause the appropriate party to receive the benefit of the contract after the separation is complete.

Release of Claims and Indemnification

Except as otherwise provided in the separation agreement or any ancillary agreement, each party has released and forever discharged the other party and its subsidiaries and affiliates from all liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the separation. The releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the separation agreement or any ancillary agreement. These releases are subject to certain exceptions set forth in the separation agreement.

The separation agreement provides for cross-indemnities that, except as otherwise provided in the separation agreement, are principally designed to place financial responsibility for the obligations and liabilities allocated to us under the separation agreement with us and financial responsibility for the obligations and liabilities allocated to SolarWinds under the separation agreement with SolarWinds. Specifically, each party will indemnify, defend and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, managers, partners, employees and agents for any losses arising out of or due to:

•the liabilities or alleged liabilities each party assumed or retained pursuant to the separation agreement;

•the assets each party assumed or retained pursuant the separation agreement;

•the operation of each such party’s business, whether prior to, at, or after the distribution; and

•any breach by SolarWinds or us of any provision of the separation agreement or any other agreement unless such other agreement expressly provides for separate indemnification therein.

Each party’s aforementioned indemnification obligations are uncapped; provided that the amount of each party’s indemnification obligations are subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The separation agreement also specifies procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes is governed by the tax matters agreement.

Legal Matters

Except as otherwise set forth in the separation agreement or any ancillary agreement (or as otherwise described above), each party to the separation agreement assumed liability for, and control of, all pending, threatened and future legal matters related to its own business or its assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such legal matters.

Cash Adjustment

The separation agreement contained a cash adjustment provision, pursuant to which we paid to SolarWinds the aggregate cash balance at the time of the distribution, excluding any cash proceeds from our financing that were retained by us and not paid as a special dividend to SolarWinds, determined to have been greater than the reference cash balance of $50,000,000.

Private Placement

The separation agreement provided that, with the prior written consent of SolarWinds, we were able to enter into privately negotiated agreements with one or more investors to sell, prior to the consummation of the separation and distribution, newly-

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issued shares of N-able common stock. On July 11, 2021, we entered into a privately negotiated common stock purchase agreement with the Investors to sell, prior to the consummation of the separation and distribution, an aggregate of 20,623,282 newly-issued shares of N-able common stock, which represented approximately 11.5% of our total shares of common stock as of the time of the separation and distribution. The price per share of shares of N-able common stock in the Private Placement was fixed at $10.91, which was determined through private negotiation between the Investors and N-able. The initial issuance and sale of such shares was not registered under the Securities Act; however, we have granted registration rights to the Investors with respect to the shares of our common stock purchased by them in the Private Placement and agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. We have filed a registration statement on Form S-1 in fulfillment of such obligation. Upon the closing of the Private Placement, and prior to consummation of the separation and distribution, we paid a dividend to SolarWinds in an amount equal to the net proceeds of the Private Placement, which amounted to approximately $216.0 million. We did not retain any of the net proceeds of the Private Placement.

Insurance

Following the separation, we are responsible for obtaining and maintaining at our own cost our own insurance coverage. Additionally, with respect to certain claims arising prior to the distribution, we may, for certain claims only, seek coverage under SolarWinds third-party insurance policies to the extent that coverage may be available thereunder.

No Restriction on Competition.

None of the provisions of the separation agreement include any non-competition or other similar restrictive arrangements with respect to the range of business activities which may be conducted by either party.

No Hire and No Solicitation.

Neither we nor SolarWinds will hire or retain an employee of the other party or its subsidiaries for one year following the distribution. Neither we nor SolarWinds will recruit or solicit an employee of the other party or its subsidiaries for one year following the distribution.

Dispute Resolution

If a dispute arises between SolarWinds and us under the separation agreement, the general counsels of the parties and such other representatives as the parties may designate will negotiate to resolve any disputes for a reasonable period of time. If the parties are unable to resolve the dispute in this manner then, unless otherwise agreed by the parties and except as otherwise set forth in the separation agreement, the dispute will be resolved through binding confidential arbitration.

Term/Termination

Following the distribution, the term of the separation agreement is indefinite and it may only be terminated with the prior written consent of both SolarWinds and N-able.

Other Matters Governed by the Separation Agreement

Other matters governed by the separation agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

SolarWinds and we entered into a transition services agreement, effective upon the distribution, pursuant to which SolarWinds and its subsidiaries and N-able and our subsidiaries provide to each other various services. Under this agreement, SolarWinds continues to provide us with certain corporate and shared services, such as engineering, marketing, internal audit and travel support in exchange for the fees specified in the agreement. The charges for the transition services generally are expected to allow the providing company to fully recover all out-of-pocket costs and expenses it actually incurs in connection with providing the service, plus, in some cases, the allocated indirect costs of providing the services, generally without profit.

The transition services agreement will terminate on the expiration of the term of the last service provided under it, which N-able anticipates to be on or around December 31, 2022. In addition, the recipient for a particular service generally can terminate that service prior to the scheduled expiration date, subject to a minimum notice period equal to 30 days.

We do not expect the net costs associated with the transition services agreement to be materially different than the historical costs that have been allocated to us related to these same services.

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Tax Matters Agreement

Allocation of Taxes.

In connection with the separation and distribution, SolarWinds and N-able entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. In general, under the agreement, we are responsible for any U.S. federal, state, local or foreign taxes (and any related interest, penalties or audit adjustments) imposed with respect to tax returns that include only us and/or any of our subsidiaries for any periods or portions thereof ending on or prior to consummation of the separation and distribution.

Neither party’s obligations under the agreement is limited in amount or subject to any cap. The agreement also assigns responsibilities for administrative matters, such as the filing of returns, payment of taxes due, retention of records and conduct of audits, examinations or similar proceedings. In addition, the agreement provides for cooperation and information sharing with respect to tax matters.

SolarWinds is generally responsible for preparing and filing any tax return that includes SolarWinds or any of its subsidiaries (as determined immediately after the distribution), including those that also include us and/or any of our subsidiaries. We are generally responsible for preparing and filing any tax returns that include only us and/or any of our subsidiaries.

The party responsible for preparing and filing any tax return generally has primary authority to control tax audits related to any such tax return. We generally have exclusive authority to control tax contests with respect to tax returns that include only us and/or any of our subsidiaries.

Preservation of the Tax-Free Status of Certain Aspects of the Separation.

SolarWinds and N-able intend for the distribution to qualify as transaction to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies and certain related transactions each (or together with other such related transactions) qualify as a reorganization within the meaning of Section 368(a)(1)(D) to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies or a distribution to which Section 355 of the Code (and Section 356 of the Code to the extent related to Section 355 of the Code) applies.

SolarWinds has received opinions from its tax counsel and tax advisers regarding the tax-free status of the distribution, together with certain related transactions. In connection with the opinions, SolarWinds and N-able have made certain representations regarding the past and future conduct of each respective business and certain other matters.

We have also agreed to certain covenants that contain restrictions intended to preserve the tax-free status of the distribution and separation. We may take certain actions prohibited by these covenants only if we obtain and provide to SolarWinds an opinion from a U.S. tax counsel or accountant of recognized national standing, in either case acceptable to SolarWinds in its sole and absolute discretion, to the effect that such action would not jeopardize the tax-free status of these transactions. We will be barred from taking any action, or failing to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free status of these transactions, for all relevant time periods. In addition, during the time period ending two years after the date of the distribution, these covenants will include specific restrictions on our:

•issuance or sale of stock or other securities (including securities convertible into our stock but excluding certain compensatory arrangements);

•sales of assets outside the ordinary course of business; and

•entering into any other corporate transaction which would cause us to undergo a 50% or greater change in its stock ownership.

We generally agreed to indemnify SolarWinds and its affiliates against any and all tax-related liabilities incurred by them relating to the distribution and certain other aspects of the separation to the extent caused by an acquisition of our stock or assets or by any other action undertaken by us. This indemnification applies even if SolarWinds has permitted us to take an action that would otherwise have been prohibited under the tax-related covenants described above.

Employee Matters Agreement

SolarWinds and N-able have entered into an employee matters agreement that governs SolarWinds’ and our compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocates liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.

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The employee matters agreement provides for the treatment of outstanding SolarWinds equity awards, as described in further detail in the section entitled “Executive Compensation,” and certain other incentive arrangements.

The employee matters agreement provides that, following the distribution, our employees generally no longer participate in benefit plans sponsored or maintained by SolarWinds and, upon the distribution, they commenced participation in our benefit plans, which are generally similar to the existing SolarWinds benefit plans.

The employee matters agreement also sets forth the general principles relating to employee matters, including with respect to the assignment and transfer of employees, the assumption and retention of liabilities and related assets, workers’ compensation, payroll taxes, regulatory filings, leaves of absence, the provision of comparable benefits, employee service credit, the sharing of employee information, and the duplication or acceleration of benefits.

Intellectual Property Matters Agreement

SolarWinds and N-able have entered into an intellectual property matters agreement pursuant to which SolarWinds granted to us a generally irrevocable, non-exclusive, worldwide, and royalty-free license to use certain intellectual property rights retained by SolarWinds. We are able to sublicense our rights in connection with activities relating to our and our controlled affiliates business, but not for independent use by third parties.

We also granted back to SolarWinds a generally irrevocable, non-exclusive, worldwide, and royalty-free license to continue to use the transferred intellectual property rights. SolarWinds is able to sublicense its rights in connection with activities relating to SolarWinds’ and its controlled affiliates retained business, but not for independent use by third parties. This license back permits SolarWinds to continue to use the transferred intellectual property rights in the conduct of its remaining businesses. We believe that the license back has little impact on our business because SolarWinds’ use of the transferred intellectual property rights is generally limited to SolarWinds’ products and services that are not part of our N-able business.

Under the intellectual property matters agreement, the term for the licensed or sublicensed know-how is perpetual and the term for each licensed or sublicensed patent is until expiration of the last valid claim of such patent. The intellectual property matters agreement will terminate only if SolarWinds and we agree in writing to terminate it.

Trademark License Agreement

SolarWinds and we have entered into a trademark license agreement pursuant to which SolarWinds granted to us a generally limited, worldwide, non-exclusive and royalty-free license to use certain trademarks retained by SolarWinds that were used by us in the conduct of our business prior to the separation. The majority of those uses are only on a short-term basis, while use in forwarding certain domains used in the business will continue for a longer term. We are able to sublicense our rights in connection with activities relating to our and our controlled affiliates business. The trademark agreement will terminate once we cease to use all of the licensed trademarks and may be terminated by SolarWinds in certain instances related to a breach of the agreement by us or if we commence bankruptcy or similar proceedings.

Software Cross License Agreement

SolarWinds and N-able have entered into a software cross license agreement pursuant to which SolarWinds granted to us a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We are able to sublicense our rights to third parties solely for use on behalf of us. We pay a license fee to SolarWinds for the license to certain software libraries.

We have also granted back to SolarWinds a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. We are able to sublicense our rights to third parties solely for use on behalf of us.

The term of the software cross license agreement is perpetual unless SolarWinds and we agree in writing to terminate the agreement.

Software OEM Agreements

SolarWinds and N-able have entered into a software OEM agreement pursuant to which SolarWinds granted to us a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain SolarWinds software products to customers on a worldwide basis. We entered into a substantially similar software OEM agreement under which we granted to SolarWinds a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain of our software products to customers on a worldwide basis. Each agreement has a two year term, and may be terminated by the licensor in certain instances related to a breach of the agreement by a party or if the other party commences bankruptcy or similar proceedings.

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The Sponsors as Our Controlling Stockholders

As of March 31, 2022, the Sponsors collectively held approximately 111,564,412 shares of N‑able common stock, representing approximately 62.3% of voting power. For as long as the Sponsors continue to control more than 50% of the outstanding shares of N-able common stock, the Sponsors may direct the election of all the members of our board of directors. Similarly, the Sponsors have the power to determine matters submitted to a vote of our stockholders without the consent of our other stockholders, have the power to prevent a change in control of us and have the power to take certain other actions that might be favorable to the Sponsors. In addition, pursuant to the terms of the stockholders’ agreement with the Sponsors, we will reimburse the Sponsors and certain of their affiliates for certain out-of-pocket costs and expenses incurred in connection with the separation and distribution, certain advisory services and their ownership of N-able stock.

Stockholders’ Agreement

We have entered into a stockholders’ agreement with the Sponsors, as well as other investors named therein (the “co-investors”), in connection with the separation and distribution The stockholders’ agreement, as further described below, contains specific rights, obligations and agreements of these parties as owners of our common stock. In addition, the stockholders’ agreement contains provisions related to the composition of our board of directors and its committees, which are discussed under “Management—Composition of the Board of Directors,” and provides that we are obligated to reimburse the Sponsors and certain of their affiliates for certain out-of-pocket costs and expenses incurred in connection with the separation and distribution, certain advisory services and their ownership of N-able stock. On December 13, 2021, we and the Sponsors amended the stockholders’ agreement to adjust certain stock ownership thresholds applicable to the rights of the Sponsors and to remove the co-investors as parties thereto.

Voting Agreement

Under the stockholders’ agreement, the Sponsors have agreed to take all necessary action, including casting all votes to which such stockholders are entitled to cast at any annual or special meeting of stockholders, to ensure that the composition of the board of directors complies with (and includes all of the nominees in accordance with) the provisions of the stockholders’ agreement related to the composition of our board of directors and its committees, which are discussed under “Management—Composition of the Board of Directors.”

Silver Lake and Thoma Bravo Approvals

Under the stockholders’ agreement and subject to our restated charter, our restated bylaws and applicable law, for so long as the Sponsors collectively own at least 30% of the aggregate number of outstanding shares of N‑able common stock immediately following the consummation of the distribution, the following actions by us or any of our subsidiaries would require the prior written consent of each of the Silver Lake Funds and the Thoma Bravo Funds so long as each are entitled to nominate at least two directors to our board of directors. The actions include:

•change in control transactions;

•acquiring or disposing of assets or entering into joint ventures with a value in excess of $150 million;

•incurring indebtedness in an aggregate principal amount in excess of $150 million;

•initiating any liquidation, dissolution, bankruptcy or other insolvency proceeding involving us or any of our significant subsidiaries;

•increasing or decreasing the size of our board of directors; and

•terminating the employment of our chief executive officer or hiring a new chief executive officer.

Transfer Restrictions

Under the stockholders’ agreement, each of our Sponsors agreed, subject to certain limited exceptions, not to sell, pledge, assign, encumber or otherwise transfer or dispose any of our common stock during the period following the consummation of the distribution until October 23, 2021 without the consent of the Silver Lake Funds and the Thoma Bravo Funds, as applicable.

Under the stockholders’ agreement, our management is also subject to customary transfer restrictions which require compliance with the terms of the stockholders’ agreement, the Securities Act and any applicable state securities laws.

Indemnification

Under the stockholders’ agreement, we agreed, subject to certain exceptions, to indemnify the Sponsors and various respective affiliated persons from certain losses arising out of the indemnified persons’ investment in, or actual, alleged or deemed control or ability to influence, us.

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Corporate Opportunities

The stockholders’ agreement contains a covenant that requires our restated charter to provide for a renunciation of corporate opportunities presented to the Sponsors and their respective affiliates and the Silver Lake Directors and the Thoma Bravo Directors to the maximum extent permitted by Section 122(17) of the DGCL. See “Risk Factors—After the separation from SolarWinds, the Sponsors will have a controlling influence over matters requiring stockholder approval.”

Lead Sponsor Selling Restrictions

SolarWinds and N-able have entered into an agreement with the Sponsors that restricts the Sponsors from selling or otherwise disposing of more than 5% of their shares of SolarWinds or N-able common stock for one year following the distribution date unless the applicable transaction involves a sale or disposition of a pro rata interest in both SolarWinds and N-able, or the applicable Lead Sponsor provides SolarWinds with an unqualified tax opinion from a qualified tax advisor that such a disposition will not cause the distribution to fail to qualify under Section 361(c) or Section 355(c) of the Code. SolarWinds also may unconditionally waive the restriction on dispositions but, in the event of a waiver, would cease to be able to rely on the opinions from its tax counsel and tax advisers delivered in connection with the separation and distribution.

Grants of Equity Awards

We have granted equity awards to certain of our directors and executive officers. For more information regarding the equity awards granted to our directors and named executive officers, see “Executive Compensation.”

Employment Agreements

See “Executive Compensation” for information on compensation and employment arrangements with our named executive officers.

Registration Rights Agreement

We have entered into a registration rights agreement with the Sponsors with customary representations, warranties and covenants, pursuant to which we have granted the Sponsors and their affiliates certain registration rights with respect to N-able common stock owned by them. In addition, in connection with the Private Placement, we have granted registration rights to the Investors with respect to the shares of our common stock purchased by them in the Private Placement and have agreed to use commercially reasonable efforts to file as soon as reasonably practicable, but in any event no later than 45 days following the separation and distribution, a registration statement on Form S-1 registering the resale of such shares. We have filed a registration statement on Form S-1 in fulfillment of such obligation.

Policies and Procedures for Related Party Transactions

Our board of directors has adopted a formal written policy providing that our audit committee is responsible for reviewing “related party transactions,” which are transactions, arrangements or relationships (or any series of similar transactions, arrangements or relationships), to which we are a party, in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has, had or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our capital stock, in each case since the beginning of the most recently completed year, and any of their immediate family members. In determining whether to approve or ratify any such transaction, our audit committee will consider, among other factors it deems appropriate, (i) whether the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances and (ii) the extent of the related party’s interest in the transaction.

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

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• 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.

Indemnity Agreements

We have entered into indemnity agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each such director and executive officer to the fullest extent permitted by Delaware law and our charter and bylaws for expenses such as, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action by or in our right, arising out of the person’s services as our director or executive officer or as the director or executive officer of any subsidiary of ours or any other company or enterprise to which the person provides services at our request. We also maintain directors’ and officers’ liability insurance.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding ownership of our common stock as of March 31, 2022 by (a) each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of common stock, (b) each of our directors and nominees for director, (c) each of our named executive officers and (d) all directors and executive officers as a group.

Beneficial ownership in this table is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, the number of shares of common stock deemed outstanding includes shares issuable upon exercise of options held by the respective person or group that may be exercised within 60 days after March 31, 2022, as well as shares issuable upon the vesting of restricted stock units held by the respective person or group that will vest within 60 days after March 31, 2022. For purposes of calculating each person’s or group’s percentage ownership, stock options exercisable within 60 days after March 31, 2022 and restricted stock units that will vest within 60 days after March 31, 2022 are included for that person or group (but the stock options or restricted stock units of any other person or group are not included). For each person and group included in the table, percentage ownership is based on 179,965,391 shares of our common stock outstanding as of March 31, 2022.

Name and Address of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Common Stock Outstanding

5% Stockholders

Silver Lake Funds(1)

61,473,869

34.2

Thoma Bravo Funds(2)

50,090,643

27.9

Canada Pension Plan Investment Board(3)

17,792,873

9.9

Directors and Executive Officers

Mike Bingle

19,058

William Bock

20,343

Michael Hoffmann

19,058

Ann Johnson

—

Daryl Lewis

—

Cam McMartin

—

Kristin Nimsger Weston

—

Michael Widmann

9,798

John Pagliuca(4)

411,875

Tim O’Brien(5)

122,005

Michael Adler(6)

48,457

All directors and executive officers as a group (14 persons)(7)

893,895

_______________

*Less than 1%

(1)Consists of 43,338,406 shares of common stock held directly by Silver Lake Partners IV, L.P., the general partner of which is Silver Lake Technology Associates IV, L.P., or SLTA IV, the general partner of which is SLTA IV (GP), L.L.C., or SLTA GP IV; 712,320 shares of common stock held directly by Silver Lake Technology Investors IV, L.P., the general partner of which is SLTA IV; 17,323,318 shares of common stock held directly by SLP Aurora Co-Invest, L.P., the general partner of which is SLP Denali Co-Invest GP, L.L.C., the managing member of which is Silver Lake Technology Associates III, L.P., the general partner of which is SLTA III (GP), L.L.C., or SLTA GP III; and 99,825 shares of common stock held directly by SLTA IV. Silver Lake Group, L.L.C. is the managing member of each of SLTA GP IV and SLTA GP III. The address of each of the entities identified in this footnote is c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.

(2)Includes 16,333,201 shares of common stock held directly by Thoma Bravo Fund XI, L.P., 8,202,937 shares of common stock held directly by Thoma Bravo Fund XI-A, L.P., 8,079,625 shares of common stock held directly by Thoma Bravo Fund XII, L.P., 7,145,401 shares of common stock held directly by Thoma Bravo Fund XII-A, L.P., 360,326 shares of common stock held directly by Thoma Bravo Executive Fund XI, L.P., 79,070 shares of common stock held directly by Thoma Bravo Executive Fund XII, L.P., 70,260 shares of common stock held directly by Thoma Bravo Executive Fund XII-A, L.P., 6,610,607 shares of common stock held directly by Thoma Bravo Special Opportunities Fund II, L.P., and 3,209,216 shares of common stock held directly by Thoma Bravo Special Opportunities Fund II-A, L.P. Thoma Bravo Partners XI, L.P., or TB Partners XI, is the general partner of each of Thoma Bravo Fund XI, L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Special Opportunities Fund II, L.P., Thoma Bravo Special Opportunities Fund II-A, L.P. and Thoma Bravo Executive Fund XI, L.P. Thoma Bravo Partners XII, L.P., or TB Partners XII, is the general partner of each of Thoma Bravo Fund XII, L.P., Thoma Bravo Fund XII-A, L.P., Thoma Bravo Executive Fund XII, L.P. and Thoma Bravo Executive Fund XII-a, L.P. Thoma Bravo is the managing member of the general partner of each of TB Partners XI and TBPartners XII. By virtue of the relationships described in this footnote, Thoma Bravo may be deemed to exercise shared voting and dispositive power with respect to the shares held by the Thoma Bravo Funds. The principal business address of the entities identified herein is c/o Thoma Bravo, L.P.,150 North Riverside Plaza, Suite 2800, Chicago, Illinois 60606.

(3)Investment and voting power with regard to these shares rests with Canada Pension Plan Investment Board (“CPP Investments”). None of the members of the board of directors of CPP Investments has sole voting or dispositive power with respect to the shares of common stock beneficially

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owned by CPP Investments. The address for CPP Investments is One Queen Street East, Suite 2500, P.O. Box 101, Toronto, Ontario, M5C 2W5, Canada.

(4)Includes 28,908 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of March 31, 2022.

(5)Includes 1,000 shares of restricted stock subject to vesting conditions that will not vest within 60 days of March 31, 2022 and 9,944 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of March 31, 2022.

(6)Includes 22,915 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of March 31, 2022.

(7)Includes 1,000 shares of restricted stock subject to vesting conditions that will not vest within 60 days of March 31, 2022, 95,872 shares of common stock issuable upon the vesting of restricted stock units that will vest within 60 days of March 31, 2022 and 24,868 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of March 31, 2022.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2021 about our common stock that may be issued under the Company's equity incentive plans, including the 2021 N-able, Inc. Equity Incentive Plan, or 2021 Plan and the 2021 N-able, Inc. Employee Stock Purchase Plan, or ESPP.


	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (excluding securities reflected in column (a))
Equity compensation plans approved by security holders	5,923,295		(1)	$	0.97	(2)	11,594,899		(3)
Equity compensation plans not approved by security holders	—			—			—
Total	$	5,923,295		$	0.97		$	11,594,899

______________

(1)Includes 169,168 shares subject to outstanding options, 4,764,213 shares subject to RSUs and 989,914 shares subject to PSUs. Excludes restricted stock, whether vested or unvested. All outstanding awards were granted under the 2021 Plan, including awards relating to SolarWinds common stock that were converted into awards relating to our common stock in connection with the completion of the separation and distribution.

(2)RSUs and PSUs, which do not have an exercise price, are excluded from the calculation of weighted average exercise price.

(3)As of December 31, 2021, an aggregate of (i) 11,594,899 shares of common stock were available for issuance under the 2021 Plan and (ii) 2,500,000 shares of common stock were available for issuance under the ESPP.

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OTHER MATTERS

As of the time of preparation of this proxy statement, neither the Board nor management intends to bring before the meeting any business other than the matters referred to in the notice of annual meeting and this proxy statement. If any other business should properly come before the meeting, or any adjournment or postponement thereof, the persons named in the proxy will vote on such matters according to their best judgment.

We will pay all expenses in connection with the solicitation of proxies for the annual meeting. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, electronically, in writing or in person, without receiving any extra compensation for such activities.

Accompanying this proxy statement, and posted on our website with this proxy statement, is our 2021 Annual Report. A copy of our 2021 Annual Report, as filed with the SEC, is available free of charge on the “Financials” portion of our website at investors.n-able.com.

The Board of Directors of N-able, Inc.

Burlington, Massachusetts

April 12, 2022

SEC Form DEF 14A filed by N-able Inc.