nabl-20240410

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 22, 2024

To the Stockholders of N-able, Inc.:

The annual meeting of stockholders for N-able, Inc. will be held on Wednesday, May 22, 2024 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/NABL2024 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 III 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, 2024 (Proposal Two);
3.			To vote on a non-binding advisory basis to approve the compensation of our named executive officers (Proposal Three);
4.			To vote, on an advisory basis, on the frequency of future advisory votes on executive compensation (Proposal Four); and
5.			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 28, 2024 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 11, 2024.

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 22, 2024 AT 9:00 A.M. EASTERN TIME IN A LIVE WEBCAST AT www.virtualshareholdermeeting.com/NABL2024: THIS PROXY STATEMENT AND 2023 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 11, 2024

N-able, Inc.

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on May 22, 2024

TABLE OF CONTENTS


			Page
QUESTIONS AND ANSWERS			1
PROPOSAL ONE: ELECTION OF DIRECTORS			8
Nominees for Election as Class III Directors at the Annual Meeting			8
Continuing Directors Not Standing for Election			8
Required Vote and Recommendation of the Board for Proposal One			10
CORPORATE GOVERNANCE			11
Board of Directors			11
Board Leadership			11
Risk Oversight			11
Committees of Our Board of Directors			12
Director Independence			14
Communications to the Board of Directors			14
Director Nomination Procedures			14
Board and Annual Meetings Attendance			15
Compensation Committee Interlocks and Insider Participation			15
Code of Business Ethics and Conduct			15
DIRECTOR COMPENSATION			16
2023 Director Compensation Table			16
Narrative Disclosure to Director Compensation Table			16
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			18
Audit and Non-Audit Fees			18
Pre-Approval of Audit and Non-Audit Services			18
Required Vote and Recommendation of the Board for Proposal Two			19
REPORT OF THE AUDIT COMMITTEE			20
PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			21
Required Vote and Recommendation of the Board for Proposal Three			21
PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			22
Required Vote and Recommendation of the Board for Proposal Four			22
EXECUTIVE OFFICERS			23
EXECUTIVE COMPENSATION			24
Compensation Discussion and Analysis			24
Executive Summary			24
Overview of Executive Compensation Program			25
Compensation Decision Making Process			28
2023 Executive Compensation Program in Detail			29
Other Compensation Policies, Practices and Guidelines			34
Employment Agreements			35
Compensation Policies and Practices and Our Risk Management			36
Tax and Accounting Considerations			36
REPORT OF COMPENSATION COMMITTEE			37
EXECUTIVE COMPENSATION TABLES			38
Summary Compensation Table			38
2023 Grants of Plan-Based Awards Table			39
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table			40
2023 Outstanding Equity Awards at Fiscal Year End Table			41
2023 Option Exercises and Stock Vested Table			42
Potential Payments on Termination or Change in Control			43
CEO Pay Ratio			45


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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this proxy statement that are forward-looking and therefore subject to risks and uncertainties, including statements regarding our executive and director compensation programs, strategies and expectations. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” and similar terms are generally intended to identify forward-looking statements. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including those described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, a copy of which we are providing (or making available) to our stockholders concurrently with this proxy statement, and in our subsequent Quarterly Reports on Form 10-Q. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to revise or update any forward-looking statement, whether because of new information, future events or otherwise.

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N-able, Inc.

30 Corporate Drive

Suite 400

Burlington, Massachusetts 01803

(781) 328-6490

PROXY STATEMENT

FOR THE

2024 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/NABL2024 on Wednesday, May 22, 2024 at 9:00 a.m. Eastern Time. On or about April 11, 2024, 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, 2023, or the 2023 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/NABL2024) 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 2023 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 22, 2024 at 9:00 a.m. Eastern Time, through a live webcast on the website www.virtualshareholdermeeting.com/NABL2024. 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 believe that hosting a virtual meeting is in the best interests of the Company and its stockholders, as it enables increased stockholder attendance and participation because stockholders can participate from any location around the world while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. It also reduces our costs and, in a small way, the carbon footprint of our activities.

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Who is entitled to vote?

Holders of our common stock at the close of business on March 28, 2024 are entitled to vote. We refer to March 28, 2024 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 184,762,998 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, Equiniti Trust Company, LLC, 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/NABL2024. 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 21, 2024, 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 21, 2024, 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 21, 2024, 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/NABL2024. 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/NABL2024. During the formal portion of the meeting, all questions presented should relate directly to the proposal under discussion. Questions from multiple stockholders on the same topic or that are otherwise related to a particular topic may be grouped, summarized and answered together. If questions submitted are irrelevant to the business of the Annual Meeting or are out of order or not otherwise suitable for the conduct of the Annual Meeting, as determined by the Chair or Secretary in their reasonable judgment, we may choose to not address them. If there are any matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, such matters may be raised separately after the Annual Meeting.

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.

What constitutes a quorum?

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. On the record date, there were 184,762,998 shares of our common stock outstanding and entitled to vote. This means that a quorum will be present if 92,381,500 shares of our common stock are present in person or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting. 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 four items:

•the election of two Class III directors nominated by the Board and named in the proxy statement to serve a term of three years until our 2027 annual meeting of stockholders (Proposal One);

•the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);

•the approval, on a non-binding advisory basis, of the compensation of our named executive officers (Proposal Three); and

•on a non-binding advisory basis, the frequency of future advisory votes on executive compensation (Proposal Four).

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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.

The two nominees for director receiving the most FOR votes from the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors will be elected. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees.

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 may I vote on the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers, and how many votes must the proposal receive to pass?

With respect to the proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers, you may:

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

The approval of the compensation of our named executive officers 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. Because this vote is advisory, it will not be binding upon the Board, the compensation committee or the Company. However, the compensation committee will strongly consider the outcome of the vote when determining future executive compensation arrangements. If you abstain from voting on the proposal, it will have the same effect as a vote against the proposal. Broker non-votes are not votes cast and will not be counted in determining the outcome of this proposal.

How may I vote for the recommendation of the frequency of future advisory votes on executive compensation, and how many votes must the proposal receive to pass?

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With respect to the proposal to recommend the frequency of future advisory votes on executive compensation votes, you may choose among the following four options:

•vote for the advisory vote to be held every ONE year;

•vote for the advisory vote to be held every TWO years;

•vote for the advisory vote to be held every THREE years; or

•ABSTAIN from voting on the proposal.

The option receiving the highest number of affirmative votes will be the recommendation to the Board. This vote is advisory and non-binding on the Board and the Company. Although the vote is non-binding, the Board values the opinions of the Company’s stockholders, and will take them into account in making a determination concerning the frequency of advisory votes on executive compensation. Abstentions and broker non-votes are not votes cast and will not be counted in determining the outcome of this proposal.

How does the Board recommend that I vote?

The Board recommends a vote:

•FOR each of the director nominees;

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

•FOR the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and

•for ONE year as the frequency of future advisory votes on executive compensation.

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.

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: Broker non-votes will not count as a vote “FOR” or “WITHHOLD” with respect to a nominee’s election and will have no impact on 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. Because the approval of Proposal Two is a routine matter on which a broker is generally empowered to

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vote, if you do not submit voting instructions, your broker may exercise its discretion to vote your shares on this proposal.

•Proposal Three: Abstentions will be counted towards the vote total and will have the same effect as votes against this proposal. Broker non-votes will not be counted and will have no impact on the outcome of Proposal Three.

•Proposal Four: Abstentions and broker non-votes will not be counted in determining the outcome of the vote on Proposal Four. Because this vote is advisory and non-binding, if none of the frequency options receives a majority of the votes, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders.

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 2023 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 2023 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 2023 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 2023 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 2025 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 2025 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 12, 2024. Stockholder proposals received after the close of business on December 12, 2024 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 2025 annual meeting.

Requirements for Stockholder Proposals or Director Nominations to Be Brought Before the 2025 Annual Meeting of Stockholders. Notice of any proposal or director nomination that you intend to present at the 2025 annual meeting of stockholders, but do not intend to have included in the proxy statement and form of proxy relating to the 2025 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 (February 21, 2025) nor more than 120 days (January 22, 2025) in advance of the anniversary of our 2024 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 intend to present at the 2025 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. In addition to satisfying advance notice requirements under our bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than those nominees nominated by the Company must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later

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than March 23, 2025, which is 60 days prior to the anniversary date of the 2024 annual meeting of stockholders. Unless we receive notice in the manner specified above, the proxy holders shall have discretionary authority to vote for or against any such proposal presented at our 2025 annual meeting of stockholders. 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 seven directors and is divided into three classes with staggered three-year terms. The Board currently has two directors in Class I, three directors in Class II and two directors in Class III. The term of office of our Class III directors, Ann Johnson and Michael Widmann, will expire at this year's annual meeting of stockholders. Each of our current Class III directors is standing for election. The term of office of our Class I directors, William Bock and John Pagliuca, will expire at the 2025 annual meeting. The term of office of our Class II directors, Michael Bingle, Darryl Lewis and Cam McMartin, will expire at the 2026 annual meeting. There are no family relationships between any of our directors or executive officers.

Nominees for Election as Class III Directors at the Annual Meeting

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

Name

Age

Positions and Offices Held with Company

Director Since

Ann Johnson

Director

November 2021

Michael Widmann

Director

July 2021

Ann Johnson. Ann Johnson has served as a member of our board of directors since November 3, 2021. Ms. Johnson has been Corporate Vice President of SCI Business Development at Microsoft (NASDAQ: MSFT) since 2018, prior to which she served as VP – Enterprise Cybersecurity from 2017-2018 and GM – Enterprise Cybersecurity Group from 2015-2017. Ms. Johnson oversees the investment and strategic partner strategy roadmap for security, compliance, and identity for one of the largest tech companies on our planet to help organizations become operationally resilient on their digital transformation journey and unlock capabilities of Microsoft’s intelligent cloud and next generation AI. Ms. Johnson is a member of the board of advisors for FS-ISAC (The Financial Services Information Sharing and Analysis Center), an advisory board member for EWF (Executive Women’s Forum on Information Security, Risk Management & Privacy), and an advisory board member for HYPR Corp. Ms. Johnson recently joined the board of advisors for Cybersecurity Ventures. Our Board believes that Ms. Johnson’s industry experience and cybersecurity expertise qualify her to serve as a director.

Michael Widmann. Michael Widmann has served as a member of our board of directors since July 16, 2021. Mr. Widmann is currently a Managing Director of Silver Lake, which he joined in 2011. Previously, he worked in the Technology Investment Banking Group at Credit Suisse. He currently serves on the board of directors of SolarWinds (NYSE:SWI) and TEG Pty Ltd. Mr. Widmann received a B.A. in Economics from Claremont McKenna College. Our Board believes that Mr. Widmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

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Continuing Directors Not Standing for Election

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

Name

Age

Positions and Offices Held with Company

Director Since

Michael Bingle

Director

July 2021

William Bock

Director

July 2021

Darryl Lewis

Director

July 2021

Cam McMartin

Director

July 2021

John Pagliuca

President, Chief Executive Officer and Director

April 2021

Class I Directors (Terms Expire in 2025)

William Bock. William Bock has served as Chairman of the board of directors of N-able since July 16, 2021. Mr. Bock has served as a board director and advisor for a number of technology companies since his retirement from Silicon Laboratories Inc., or Silicon Labs, in 2016. Mr. Bock previously served as President of Silicon Labs from 2013 to 2016 and as Chief Financial Officer and Senior Vice President of Silicon Labs from 2006 to 2011. From 2001 to 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves on the board of directors of Silicon Labs (NASDAQ: SLAB) and SailPoint Technologies and is Board Chairman of SolarWinds (NYSE:SWI). He previously served on the board of directors of Convio (NASDAQ: CNVO), Entropic Communications (NASDAQ: ENTR) and Borderfree, Inc. (NASDAQ: BRDR). Mr. Bock holds a B.S. in computer science from Iowa State University and a M.S. in industrial administration from Carnegie Mellon University. Our Board believes that Mr. Bock’s extensive board and industry experience and overall knowledge of our business qualify him to serve as a director.

John Pagliuca. has served as our Chief Executive Officer and director since April 12, 2021. Mr. Pagliuca brings over 20 years of leadership experience to his role, with a significant focus in the software and SaaS industry. Mr. Pagliuca previously served as the Executive Vice President and Division President, N‑able (formerly SolarWinds MSP) since January 2020. Mr. Pagliuca previously served as Executive Vice President & General Manager, N-able from January 2019 to January 2020 and Senior Vice President, General Manager, N-able from November 2016 to January 2019. Mr. Pagliuca joined N-able with the acquisition of LogicNow in May 2016, where he served as Chief Financial Officer from July 2015 to November 2016 and Vice President of Finance and Operations from February 2013 to July 2015. Prior to joining LogicNow, he served as the Vice President of Finance and Operations at Airvana. He holds a B.S. in Accounting from Babson College. Our Board believes that Mr. Pagliuca’s financial and business expertise, his extensive experience working with software and other SaaS companies and his daily insight into corporate matters as our principal executive officer make him well-qualified to serve as a director.

Class II Directors (Terms Expire in 2026)

Mike Bingle. Mike Bingle has served as a member of our board of directors since July 16, 2021. Mr. Bingle is currently Vice Chairman of Silver Lake, which he joined in 2000. Prior to joining Silver Lake, Mr. Bingle was a principal at Apollo Management, L.P. Prior to Apollo, he worked in the Investment Banking Division of Goldman, Sachs & Co. Mr. Bingle serves on the boards of directors of Achievers Holdings, Inc., Blackhawk Network Holdings, Inc., and SoFi Technologies, Inc. (NASDAQ: SOFI). He also serves on the Board of Trustees of Duke University and as a member of the Council on Foreign Relations. Previously, Mr. Bingle was a director of Ameritrade Holding Corp. (NYSE:AMTD), Ancestry.com LLC, Credit Karma, Inc., Datek Online Holdings, Inc., Fanatics Holdings, Inc., Gartner, Inc. (NYSE:IT), Gerson Lehrman Group, Inc., Interactive Data Corporation, IPC Systems, Inc., Instinet, Inc., Mercury Payment Systems, SolarWinds (NYSE: SWI) and Virtu Financial, Inc. (NASDAQ: VIRT). Mr. Bingle received a B.S.E. in Biomedical Engineering from Duke University. Our Board believes that Mr. Bingle’s board and industry experience and overall knowledge of our business qualify him to serve as a director.

Darryl Lewis. Darryl Lewis has served as a member of our board of directors since July 16, 2021. Mr. Lewis is currently an Operating Partner at Banneker Partners, where he has served in that capacity since March 2019. Mr. Lewis previously served as the Chief Technology Officer for STATS, a Vista Equity Partners portfolio company, from June 2015 to June 2017. Prior to STATS, he was the Managing Director of Product & Technology for Vista Equity Partners from June 2013 to June 2015, where he led technology due diligence and portfolio-wide value creation, collaborating closely with management teams across Vista’s entire portfolio. Earlier in his career, Mr. Lewis held a number of management positions at Microsoft Corporation across multiple products and divisions. Mr. Lewis holds a B.S. in Computer Science from the University of Wisconsin. Our Board believes that Mr. Lewis’s industry experience and overall knowledge of our business qualify him to serve as a director.

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Cam McMartin. Cam McMartin has served as a member of our board of directors since July 16, 2021. From December 2019 through June 2021 he served as a board member and a company and fund advisor of Thoma Bravo Advantage. Mr. McMartin served as the Chief Operating Officer of SailPoint Technologies Holdings, Inc. from May 2019 to December 2019, as the Chief Financial Officer from 2011 to May 2019 and as the Interim Chief Financial Officer from August 2021 through March 2022. Mr. McMartin formerly served as Managing Director and Chief Financial Officer for CenterPoint Ventures, a $425 million venture capital group. Before CenterPoint Ventures, Mr. McMartin held senior financial and operating positions with a number of corporations, including Senior VP, Operations at Dazel, Member, Office of the Chief Executive and Chief Financial Officer of DataCard, and Chief Financial Officer at Convex Computer (NYSE: CNX). Mr. McMartin holds a B.A. in Business Administration from Trinity University and an M.B.A. from the University of Michigan. Our Board believes that Mr. McMartin’s extensive industry experience, along with his financial and cybersecurity expertise, qualify him to serve as a director.

Required Vote and Recommendation of the Board for Proposal One

You may vote “FOR,” or “WITHHOLD” on this proposal. The election of directors requires a plurality of the votes cast by the holders of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes are not votes cast and will not be counted in determining the outcome of the election of directors.

Our nominating and corporate governance committee has recommended, and our Board has approved, Ann Johnson and Michael Widmann as nominees for election as Class III directors at the annual meeting. If elected, Ms. Johnson and Mr. Widmann will serve as Class III directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified.


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

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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 seven persons, six of whom qualify as “independent” under the listing standards of The New York Stock Exchange, or NYSE. Of our seven directors, one identifies as a woman, one identifies as African American or Black and one identifies as LGBTQ+. The number of directors is fixed by our Board, subject to the terms of our third amended and restated certificate of incorporation, or charter, amended and restated bylaws, or bylaws, and stockholders’ agreement dated July 19, 2021, as amended, or stockholders’ agreement.

Pursuant to the terms of the stockholders’ agreement, described more fully under “Certain Relationships and Related Party Transactions—The Sponsors as our Controlling Shareholders,” the Sponsors are be entitled to nominate members of our board of directors as follows:

•so long as the Silver Lake Funds own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock, affiliates of Silver Lake will be entitled to nominate one director; and

•so long as the Thoma Bravo Funds and their co-investors own, in the aggregate, (i) at least 20% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate three directors, (ii) less than 20% but at least 10% of the aggregate number of outstanding shares of our common stock, affiliates of Thoma Bravo will be entitled to nominate two directors, and (iii) less than 10% but at least 5% of the aggregate number of outstanding shares of our common stock immediately following the consummation of the distribution, affiliates of Thoma Bravo will be entitled to nominate one director.

Notwithstanding the foregoing, the Silver Lake Funds and the Thoma Bravo Funds will each be entitled to nominate three directors only if the total number of directors (inclusive of the number of directors nominated by the Silver Lake Funds and the Thoma Bravo Funds) exceeds seven directors.

The Sponsors have agreed to vote their shares in favor of the directors nominated as set forth above. Currently, the nominees of the Silver Lake Funds serving on our Board are Messrs. Bingle and Widmann. Thoma Bravo does not currently have any designees serving as directors, although they retain their right to designate directors as described above.

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 is able to focus on executing the Company’s strategy as our President and Chief Executive Officer, and Mr. Bock is 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

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corporate governance guidelines and our policies, plans and programs relating to cyber and regulatory risks associated with our 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, including plans and programs relating to cyber and data security and legal and regulatory risks associated with our products and business operations.

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. Therefore, how our board administers its risk oversight function does 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 must 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 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. Thoma Bravo does not currently have any designees on our Board. 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

Member

Chair

William Bock

Chair

Member

Ann Johnson

Member

Darryl Lewis

Member

Chair

Cam McMartin

Chair

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. 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 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;

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•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. Bingle, Bock and Widmann. Mr. Bock serves as the chair of our compensation committee. Although all of the members of our compensation committee are considered independent under NYSE listing standards, 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;

•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, Bock and McMartin. Mr. Bingle serves as the chair of our nominating and corporate governance committee. Although all of the members of our compensation committee are considered independent under the Sarbanes-Oxley Act and NYSE listing standards, because we are a controlled company under the Sarbanes-Oxley Act, 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;

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•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.

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 Ms. Johnson and Messrs. Bingle, Bock, 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;

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•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 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

During 2023, our Board held ten meetings, our audit committee held four meetings, our compensation committee held two meetings, our nominating and corporate governance committee held three meetings and our cybersecurity committee held five meetings. During 2023, 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. All of our current directors attended our 2023 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

Messrs. Bingle, Bock and Widmann served as members of the compensation committee in 2023. 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

2023 Director Compensation Table

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


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

_______________________________________________________

(1)The amounts in this column represent the amounts paid in cash to our non-employee directors for board and committee service during the fiscal year ended December 31, 2023 under our non-employee director compensation policy, which is further described below under the caption “Narrative Disclosure to Director Compensation Table.”

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

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 was previously granted an award of restricted stock units representing the right to receive a number of shares of our common stock determined by dividing $360,000 by the per-share price of our common stock on the date of grant (an “Initial Award”). Each Initial Award will vest in equal annual installments on the first three anniversaries of the date of grant, subject to the director’s continued service through the applicable vesting date. On the date of the first meeting of our board of directors following each annual meeting of our stockholders, each director will be granted an award of restricted stock units representing the right to receive a number of shares of our common stock determined by dividing $180,000 by the per-share price of our common stock on the date of grant (an “Annual Award”). Each Annual Award will vest in full on the day immediately preceding the next annual meeting of our stockholders, subject to the director’s continued service through the vesting date. Each new director first appointed or elected to our board of directors will be granted an Initial Award at the first meeting of our board of directors following such appointment or election, provided that if such initial appointment or election occurs within six months before the next annual meeting of our stockholders the new director will not be eligible to receive an Annual Award following that annual meeting of stockholders.

•All equity awards granted to our non-employee directors under our 2021 Equity Incentive Plan that are then-outstanding will vest in full upon a Change in Control (as defined in the 2021 Equity Incentive Plan).

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•Each director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our board of directors and any committee on which he or she serves.

Non-Employee Director Stock Ownership Guidelines

Effective as of the separation and distribution, our Board adopted stock ownership guidelines for our non-employee directors. Pursuant to these guidelines, as of January 1st of each year, each of our non-employee directors must retain an equity interest in the Company that is at least three times the base annual cash board retainer. For purposes of the stock ownership guidelines, equity interests include vested and unvested shares of common stock, vested but unexercised stock options, unvested stock options, unvested restricted stock units and unvested performance stock units, provided that the level of achievement has been certified by the compensation committee and such awards are subject only to further service-based vesting. With respect to non-employee directors that are designees of the Silver Lake Funds or the Thoma Bravo Funds under our stockholders’ agreement, if any, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Silver Lake Funds or the Thoma Bravo Funds, respectively. For purposes of our stock ownership guidelines, the value of the equity interests held by a non-employee director is calculated based on the average closing stock price of one share of the our common stock as listed on the NYSE for the 30 calendar days preceding the determination date of January 1st of each year.

Each non-employee director shall have five years to accumulate this equity interest from the later of the implementation of the stock ownership guidelines and the date such person became subject to the stock ownership guidelines. Following the accumulation period, in the event that a non-employee director no longer holds the required interest as a result of fluctuations in the trading price of our common stock or changes in the annual cash board retainer, such non-employee director will have one year to regain the required equity interests. As of January 1, 2024, each of our non-employee directors was in compliance with our non-employee director stock ownership guidelines.

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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, 2024 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, 2023.

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.


	2023	2022
Audit Fees	$2,232,500	$1,502,502
Audit-Related Fees	—	—
Tax Fees	—	—
Other Fees	$5,400	$5,400
Total	$2,237,900	$1,507,902

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 during the years ended December 31, 2023 or 2022.

Tax Fees. Tax fees include services for tax compliance assistance. We did not incur any Tax Fees during the years ended December 31, 2023 or 2022.

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, 2023 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, 2024.

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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 2023 audit, the audit committee:

•reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2023;

•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, 2023, which was filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

Cam McMartin (Chair)

Ann Johnson

Darryl Lewis

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PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY”)

Pursuant to Section 14A of the Exchange Act, we are providing you as a stockholder the opportunity to approve our named executive officers' compensation in a non-binding advisory capacity.

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

As required pursuant to Section 14A of the Securities Exchange Act, the “Say-on-Pay” proposal gives you as a stockholder the opportunity to endorse or not endorse our executive compensation program through the following resolution:

“RESOLVED, that the compensation of our named executive officers, as described in the section titled ‘Compensation Discussion and Analysis’, the compensation tables and the related narratives and other materials in this Proxy Statement is hereby approved.”

Because this vote is advisory, it will not be binding upon the Board, the compensation committee or the Company. However, the compensation committee will strongly consider the outcome of the vote when determining future executive compensation arrangements. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described in this proxy statement.

Required Vote and Recommendation of the Board for Proposal Three

You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions are considered as shares present and entitled to vote, but are not votes cast, and will therefore have the same effect as votes against this proposal. Broker non-votes are not votes cast and will not be counted in determining the outcome of the nonbinding advisory vote on the compensation of our named executive officers.


Our Board recommends that you vote “FOR” the non-binding advisory vote to approve the compensation of our named executive officers.

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PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act, we are providing you as a stockholder the opportunity to advise the Company on the frequency of future advisory votes on the compensation of our named executive officers. By voting on this Proposal Four, stockholders may tell us whether they would prefer to have an advisory vote on executive compensation every one, two or three years.

The Board recognizes the importance of receiving regular input from the Company’s stockholders on important issues such as the Company’s executive compensation program. As compensation decisions are made annually, the Board believes more frequent advisory votes will better inform our decision-making process and highlight areas for consideration. Accordingly, the Board has determined that an advisory vote on executive compensation held every year would be the best approach for the Company.

While the Board recommends that the advisory vote on executive compensation be held every year, the proxy card provides you with the options to approve holding the vote every one, two or three years, or to abstain from voting. This vote is advisory and non-binding on the Board and the Company. Although the vote is non-binding, the Board values the opinions of the Company’s stockholders, and will take them into account in making a determination concerning the frequency of advisory votes on executive compensation.

Required Vote and Recommendation of the Board for Proposal Four

You may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” on this proposal. If none of the frequency options receives a majority of the votes, the choice receiving the greatest number of votes will be considered the frequency recommended by the Company’s stockholders. Abstentions and broker non-votes are not votes cast and will not be counted in determining the outcome of the vote on the frequency of advisory votes on executive compensation.


Our Board recommends that you vote “ONE YEAR” as the frequency for advisory votes on executive compensation.

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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, Chief Revenue Officer

Kathleen Pai

Executive Vice President, Chief People Officer

John Pagliuca—For biographical information, see “Proposal One— Continuing Directors Not Standing for Reelection - 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, Chief Revenue Officer since January 2024. Prior to that, Mr. Colletti served as Executive Vice President, Worldwide Sales, N-able (formerly SolarWinds MSP) from April 2020 to December 2023. 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 at 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 served on the Board of Directors and as the Chair of the Compensation Committee of LiveVox (NASDAQ: LVOX), a contact center software platform provider, from June 2021 until January 2024. 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

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation program for our named executive officers (our “NEOs”) listed below. This CD&A also describes the process followed by the compensation committee of our board of directors (the “compensation committee”) for making pay decisions, as well as its rationale for specific decisions related to 2023.


Name						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
Frank Colletti						Executive Vice President, Chief Revenue Officer
Kathleen Pai						Executive Vice President, Chief People Officer

Executive Summary

Who We Are

We are a leading global provider of cloud-based software solutions for managed service providers (“MSPs”), enabling them to support digital transformation and growth for small and medium-sized enterprises (“SMEs”), which we define as those enterprises having fewer than 1,000 employees. With a flexible technology platform and powerful integrations, we make it easy for MSPs to monitor, manage, and protect their end-customer systems, data and networks. Our growing portfolio of security, automation and backup and recovery solutions is built for IT services management professionals. N-able simplifies complex ecosystems and enables customers to solve their most pressing challenges. In addition, we provide extensive, proactive support—through enriching partner programs, hands-on training, and growth resources—to help MSPs deliver exceptional value and achieve success at scale.

2023 Executive Compensation Actions

Our executive compensation program consists of base salary, an annual cash incentive opportunity, long-term incentive compensation in the form of equity awards and broad-based health and welfare benefits. We chose to build our program around these elements because we believe that each element is useful in achieving one or more of the objectives of our program, and that all elements together have been and will continue to be effective in achieving our overall objectives. The compensation committee may adjust compensation based on factors specific to an NEO or if it believes that in the aggregate the components do not achieve the desired goal. As a result, each element is dependent on the other elements. We consider every element of compensation, both potential and realized, when determining the amount of each element of compensation.

Among the key compensation actions and decisions made by the compensation committee with respect to our NEOs for 2023 were:

•Pay Mix - Adjusted the annual base salaries and target cash bonuses of our NEOs, other than our CEO, to align with prevailing market practice and weigh total cash compensation for those NEOs more heavily toward base salary than in prior years.

•Annual Base Salary – In connection with the realignment of the pay mix, and in recognition of performance, increased the annual base salaries of our NEOs in amounts ranging between 6.3% and 12.7%, other than for our CEO whose annual base salary was maintained at its 2022 level. These increases were effective as of January 1, 2023.

•Annual Cash Incentives – In connection with the realignment of the pay mix, we decreased our NEOs target percentages from 80% to 70% of base salary, other than our CEO whose target percentage remained at 100% of base salary. We set ambitious financial targets based on achievement of ARR and adjusted EBITDA goals for 2023, with an ability to achieve up to a maximum of 200% of each NEO’s target percentage.

•Equity Awards – In 2023, performance stock units (“PSUs”) continued to be one of the components of the long-term incentive compensation of our NEOs. PSUs granted in 2023 represented 50% of the target equity value awarded to NEOs and were eligible to be earned based on achievement of ARR and adjusted EBITDA goals for 2023 and continued service. The company achieved approximately 131% of the target level of performance in

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2023 required for the PSUs to be earned and the PSUs so earned vest over three years from the grant date, subject to continued service.

•Peer Group - We updated our peer group of comparable public companies, selected with the assistance of our independent compensation consultant, to inform our decision-making process and to assist in ensuring that our executive compensation program is positioned to be competitive relative to market dynamics and aligned with our business objectives at this stage of our development.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on an ongoing basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following policies and practices were in effect during 2023:

What We Do

What We Don't Do

Pay for performance through incentives based on Company performance

Guarantee annual base salary increases or bonuses unless as part of an initial employment agreement to induce the candidate to join the Company

Align executive compensation with stockholder returns through long-term incentives

Provide tax "gross-ups" or perquisites except with respect to the standard benefits that are provided to all our employees or as part of an international assignment

Structure executive officer compensation so the majority is “at-risk”

Provide excise tax "gross-ups" for executive officers in the event of a change in control of the Company

Annual and ongoing reviews of compensation programs, policies, practices and governance, including an assessment to identify and mitigate undue risk-taking by our executive officers and other employees

Allow hedging or pledging of Company stock

Require a "double-trigger" for potential payments and benefits upon a change in control for NEOs, other than our CEO

Provide pension arrangements or separate executive retirement plans

Maintain and periodically review stock ownership guidelines

Stockholder Say-on-Pay Vote

During the fiscal year ending December 31, 2023, we became a large accelerated filer and exited the “emerging growth company” status as defined in the Jumpstart Our Business Startups Act. As such, our stockholders will have their first opportunity to cast a non-binding advisory vote to approve our executive compensation at the Annual Meeting. In the future, we intend to consider the outcome of such say-on-pay votes and stockholder feedback when making compensation decisions regarding our executive compensation.

Overview of Executive Compensation Program

Compensation Philosophy and Guiding Principles

Our executive compensation program seeks to attract and retain talented, qualified senior executive officers to manage and lead our company and to motivate them to pursue and achieve our corporate objectives, while also aligning pay with the creation of stockholder value. Therefore, our current compensation program reflects a mix of cash and equity elements to focus our executive officers on both our short-term results and long-term success.

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The following key principles guide our compensation decision-making and program design:


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

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Elements of Compensation

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

Cash Compensation

Equity Compensation

Base Salary

Executive Bonus Plan

Performance Stock Units

Restricted Stock Units

Primary Purpose

Attraction and Retention

Secure and retain services of our executive officers by providing a fixed level of cash compensation for performing essential elements of position

Encourage our executive officers to achieve short-term individual and Company goals that drive our growth

Provide long-term incentives to our executive officers that align their interests with our stockholders’ interests and support our leadership retention objectives

Grant Date

---

First Quarter for Current Year

Payment Date

Ongoing

First Quarter of Next Fiscal Year

Earned after One Year and Vest over
Three Years

Vest over
Four Years

Fixed or At-Risk

Fixed

Variable or “At-Risk”

Performance Period

---

One Year

---

Performance Basis

Compensation committee judgment

Payout based on achievement against ARR and adjusted EBITDA targets, plus compensation committee judgment

Service-based vesting but value subject to stock price fluctuations

Pay Mix

Our executive compensation program emphasizes variable pay that aligns compensation with performance and stockholder value. For the NEOs, the mix of compensation elements is heavily weighted toward variable, performance-based compensation. The CEO’s compensation has a greater emphasis on variable compensation than that of the other NEOs because his actions have a greater influence on the performance of the Company as a whole.

As shown below, the significant majority of NEO pay is variable: 92% for the CEO and an average of 84% for our other NEOs, based upon annual target total direct compensation as of December 31, 2023. “All other” represents less than 1% of all compensation.

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Compensation Decision Making Process

We believe the best way to align executive and stockholder interests is through a compensation program governed by the compensation committee, designed with input from management and, as appropriate, external advisors regarding internal, external and business challenges and opportunities facing our Company and our executive officers.

Role of the Compensation Committee

The compensation committee has the overall responsibility for overseeing the compensation and benefit programs for our executive officers. The compensation committee is responsible for ensuring that our compensation policies and practices support the successful recruitment, development and retention of the executive officer talent required for us to achieve our business objectives. Members of the compensation committee are appointed by our board of directors. Messrs. Bock, Bingle and Widmann served on the compensation committee during 2023. See “Corporate Governance—Committees of Our Board of Directors—Compensation Committee” for more information regarding the compensation committee.

Role of Management

Together, our CEO and Chief People Officer (“CPO”) typically review the design of our executive compensation program, working with internal resources, as well as our independent compensation consultant. Based on this review, management may recommend modifications to the executive compensation program for the committee’s consideration. In addition, our CEO and CPO provide the committee with an assessment of the Company performance and individual performance of each NEO (other than themselves). Based on this assessment, our CEO and CPO will make recommendations to the committee regarding the compensation of such NEOs, including the appropriate split between each of the different elements of compensation. In preparing compensation recommendations, our CEO, CPO and other members of management involved in the compensation process review market compensation data, consisting of peer group data and other supplementary third-party survey data, and benchmark the compensation for our NEOs against such data. In approving these arrangements, the members of the compensation committee rely on their experience and judgment, and that of our CEO and CPO, and review their recommendations to ensure the compensation packages are appropriate based on each executive officer’s title and position. Compensation arrangements may be adjusted from time-to-time based on our desire to remain market competitive, or to reflect changes in an executive officer’s title, authority or job responsibilities.

Our CEO is not present during any deliberations related to his own compensation. Our Executive Vice President, General Counsel also attended the meetings of the compensation committee related to 2023 executive compensation but was not present during any deliberations related to his own compensation. We intend to continue a similar practice in the future.

Role of Compensation Consultant

The compensation committee has the authority to retain a compensation consultant to assist in evaluating the compensation of our CEO and our other executive officers and to approve the consultant’s fees and engagement terms. The compensation committee also has the authority to retain other advisors to assist it in fulfilling its responsibilities.

In 2023, the compensation committee engaged Pearl Meyer, an independent compensation consulting firm, to assist it in fulfilling its responsibilities by providing reports and analyses regarding competitive market and industry trends and practices related to executive compensation. Pearl Meyer reports directly to the compensation committee and does not provide any additional services to management. The compensation committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules and concluded that Pearl Meyer is an independent advisor.

The competitive market data provided by the compensation consultant included compensation information specific to comparable companies from publicly filed documents, including percentiles and other data aggregated across this information, and aggregated data across a broader set of technology companies. The compensation committee used this data to inform its decisions about our compensation practices, policies and programs and our 2023 executive compensation. The compensation committee did not, however, benchmark or make decisions or target compensation of any executive officer based on any singular data point such as a particular pay percentile within the aggregated data.

Role of the Peer Group

The compensation committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2023 compensation levels, in conjunction with the recommendation of Pearl Meyer, the compensation committee considered publicly-available data for a group of peer companies (the “2023 Compensation Peer Group”) listed below, along with industry specific survey data, where appropriate. The selection criteria for determining and reviewing the 2023 Compensation Peer Group used to establish the competitive market for the NEOs generally include:

•Industry: Companies in the system and application software industries.

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•Size: Companies with revenues ranging from approximately 60% - 268% of our revenue, based on 2021 fiscal year revenue ($207 million to $929 million), as compared to our 2021 fiscal year revenue of $346 million.

•Business Model: Companies with a similar operating size and complexity profile, including comparable employee headcount and the presence of international operations. Additionally, companies which generally provide cloud-based software and application solutions to enterprise clients and other service providers.

Our 2023 Compensation Peer Group consists of:


Appian Corporation	Momentive Global, Inc.	SecureWorks Corp.
Box, Inc.	New Relic, Inc.	TeamViewer AG
Commvault Systems, Inc.	Ping Identity Holding Corp.	Tenable Holding, Inc.
Datto Holding Corp.	Progress Software Corp.	Upland Software, Inc.
Dynatrace, Inc.	Qualys, Inc.	Varonis Systems, Inc.
Jamf Holding Corp.	Rapid7, Inc.	Workiva, Inc.
Model N, Inc.	SailPoint Technologies Holdings, Inc.	Zuora, Inc.

It is important to note that this market data is not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the midpoint of the market range depending on factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company and other factors. In general, the compensation committee desires to balance general internal and external equity and reserve the right to use discretion to deviate from the midpoint of the market range for base salary and equity when necessary to recruit employees and/or retain the right talent.

2023 Executive Compensation Program in Detail

Base Salary

We pay an annual base salary to our NEOs to provide a fixed rate of cash compensation. Base salary amounts are determined by the compensation committee based on what it believes is necessary to attract and retain our executive talent. The compensation committee generally reviews the base salaries of our NEOs annually and makes adjustments based upon a number of factors, including: our overall performance against our financial and strategic plans; each NEO's skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO (except with respect to their own base salary).

In February 2023, the compensation committee approved increases to base salaries for our NEOs other than our CEO effective as of January 1, 2023. The increases reflected the committee’s determination that the base salaries of our NEOs, other than our CEO, should comprise a larger proportion of their total cash compensation to align with prevailing market practice. The compensation committee determined to maintain the base salary of our CEO at its 2022 level. The following table shows the 2023 base salaries for our NEOs and the percentage increases from such NEO’s prior base salaries.


Named Executive Officer	2022 Base Salary	2023 Base Salary	Percent Increase
Mr. Pagliuca	$485,000	$485,000	—	%
Mr. O’Brien	$355,000	$400,000	12.7	%
Mr. Adler	$400,000	$425,000	6.3	%
Mr. Colletti1	$281,551	$309,706	10.0	%
Ms. Pai	$385,000	$410,000	6.5	%

(1) Amounts reported for Mr. Colletti in this table are based on the average daily conversion for the calendar year ended December 31, 2023 between the Canadian Dollar and US Dollar as reported by the Bank of Canada.

Annual Cash Incentives

The compensation committee annually establishes the performance metrics and objectives underlying the N-able, Inc. Bonus Plan. The performance metrics and objectives may change from year to year as we continue to evolve and establish different priorities, but will remain subject to the review and approval of the compensation committee. The compensation committee reserves the discretion to modify performance metrics and objectives during the performance period, make adjustments for currency fluctuations or fundamental changes to our business which impact performance objectives and to exercise discretion on final payout amounts.

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2023 Executive Bonus Program

In February 2023, the compensation committee determined the criteria for 2023 annual cash incentives for its executives under the N-able, Inc. Bonus Plan, which we refer to as our 2023 Executive Bonus Program. Pursuant to this program, NEOs were eligible to receive cash incentives for the achievement of certain pre-established corporate performance objectives consistent with our annual operating plan. The 2023 Executive Bonus Program is also meant to serve as a retention tool. As such, only employees who are employed with us at the time bonuses are paid are eligible to receive a bonus. Actual payouts can range between 0% and 200% of target award amounts.

Target Bonus Percentages

Bonus targets are expressed as a percentage of base salary and are reviewed by the compensation committee annually. In February 2023, the compensation committee reviewed the bonus targets of our NEOs and considered a number of factors, including: the market analysis prepared by the compensation consultant, including an emphasis on the competitiveness of our NEOs’ mix of base salary and target bonus compared to that of similarly positioned executive officers at comparable companies; each NEO's skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO.

For 2023, based on the factors above, the compensation committee reduced the proportion of cash compensation made up of bonus for our NEOs, other than our CEO, to align with prevailing market practices and weigh total cash compensation more heavily toward base salary.

The following table shows the 2023 bonus targets, as a percentage of base salary, for our NEOs under the 2023 Executive Bonus Program.


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

For each of our NEOs, other than our CEO, the following table shows the impact of the decrease in target bonus percentage together with the base salary increase to reflect the resulting percentage increase in the overall target cash compensation for our NEOs given the change in pay mix. There was no change in pay mix for our CEO.


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

Performance Metrics

In February 2023, the compensation committee established ARR and adjusted EBITDA as the performance metrics for the 2023 Executive Bonus Program. Adjusted EBITDA is defined as net income or loss, excluding amortization of acquired intangible assets and developed technology; depreciation expense; income tax expense (benefit); interest expense, net; unrealized foreign currency (gains) losses; acquisition related costs; spin-off costs; stock-based compensation expense and related employer-paid payroll taxes; and restructuring and other costs. Costs are not allocated related to indirect general and administrative costs (finance, human resources, legal and executive costs). ARR is defined as annualized recurring revenue as of the end of the applicable fiscal year, calculated by multiplying the recurring revenue and related usage revenue, excluding the impact reserves, recognized during the final month of the reporting period from both long-term and month-to-month subscriptions by twelve. Adjusted EBITDA and ARR used for determining performance under the 2023 Executive Bonus Program may differ from other adjusted EBITDA and ARR referenced from time to time in our financial releases and other filings with the SEC because these measures may be adjusted for foreign exchange rates and/or exclude certain items that we consider to be non-recurring in nature.

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These metrics were selected following a review of our business priorities for the year as recommended by our board of directors and management, and were based on the compensation committee’s belief that participating executives have line of sight and direct ability to influence each metric; these performance metrics are key measures of the Company’s performance and stockholder value creation, and the achievement of these metrics represents an important part of our business plan. In particular, adjusted EBITDA focuses on profitable growth, while continuing to provide strong accountability for returns; and ARR ensures we are delivering an appropriate level of top-line growth. The compensation committee established threshold and target performance levels for each metric that were believed to be challenging but attainable, assuming excellent execution of our plan, and achievement of which would translate to stockholder value over the long-term. The compensation committee believed this design provided the proper incentives to our executive officers to execute at a high level to achieve results consistent with our financial outlook as communicated to our stockholders.

The 2023 Executive Bonus Program set forth the targets for each metric under the program period based on the Company’s financial targets, with the metrics being weighed evenly between ARR and adjusted EBITDA. No portion of the bonus would be paid if either ARR or adjusted EBITDA fell below the threshold level. For achievement at the threshold level of performance, the bonus would payout at 50% of the target level, and the maximum potential payout was 200% of such NEO’s target bonus.

The performance metrics, corresponding payouts and actual results under the 2023 Executive Bonus Program were as follows (in millions):


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


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

The percentage of payout for performance between each achievement level was calculated linearly.

Annual Cash Incentive Payments

In February 2024, the compensation committee reviewed our 2023 performance as compared to the performance goals of the 2023 Executive Bonus Program, and determined that we had achieved ARR of $430.7 million and Adjusted EBITDA of $134.1 million in 2023 as reflected in the chart above. Accordingly, the compensation committee determined that we had attained a payout level of 76% with respect to the ARR target goal and a payout level of 186% with respect to the Adjusted EBITDA target goal, for a combined payout level of 131% of the target award levels for our 2023 Executive Bonus Program. As a result, our NEOs received the following cash bonus payments:

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

Long-Term Incentives

We use long-term incentive compensation in the form of equity awards to align the interests of our NEOs with those of our stockholders and to promote a longer-term performance perspective and progress toward achieving our long-term strategy. In addition, equity-based awards provide an important retention tool for us because they are subject to vesting based on continued service.

PSU awards are designed to incentivize actions that lead to increasing long-term stockholder value. Performance objectives underlying the PSU awards are generally determined at the time of grant and may include multiple performance factors, performance periods of varying length and the potential to earn above or below the target number of shares based on actual performance or additional service vesting criteria. The number of PSUs ultimately earned by our executive officers is subject to achievement against the performance objectives and the value of the underlying shares, if any, that ultimately vest will vary with the market price of our common stock over the vesting period. PSU awards granted to our NEOs typically vest over three years, with the first tranche vesting on the date that the compensation committee certifies achievement against the applicable performance metrics and the remaining tranches vesting in February of the following two years, subject to continued service through each applicable vesting date.

RSU awards are linked with stockholder value because the value of RSU awards rise or fall with the stock price. RSU awards are also intended to encourage retention as they are subject to service-based vesting. RSU awards granted to our NEOs typically vest over four years, subject to continued service through each applicable vesting date.

We anticipate making annual grants of equity-based incentives to our NEOs in the future. We currently intend for future awards to our NEOs to continue to consist of a mix of PSU and RSU awards, but not necessarily in the similar value amounts and mix as in prior years.

2023 Annual Equity Awards

In February 2023, the compensation committee determined to grant annual equity awards to our NEOs in the form of PSU and RSU awards pursuant to the 2021 N-able, Inc. Equity Incentive Plan to align the performance objectives of our incentive plans with the business objectives for the year. In making these equity awards, the compensation committee considered a number of factors, including: our overall performance against our financial and strategic plan; each NEO’s skills, experience and qualifications; an assessment of their professional effectiveness, consisting of competencies such as leadership, commitment, creativity and team accomplishment; the underlying scope of their responsibilities; their individual performance; retention considerations; and the recommendations of our CEO and CPO (except with respect to their own equity awards).

The table below shows the target annual long-term incentive award values granted for fiscal year 2023 for each of the NEOs (in thousands):


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

(1) Award amounts for PSU and RSU awards were determined based on the 30-day average closing price of our common stock on February 15, 2023, which was $10.26.

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The RSU awards granted in 2023 vest over four years, with 25% of the shares subject to the awards vesting on February 15, 2024, and 6.25% of the shares subject to the awards vesting on a quarterly basis over the following 3 years, subject to the NEO’s continued service through each applicable vesting date.

The PSU awards granted in 2023 may be earned based on performance against our ARR and adjusted EBITDA targets discussed above under “Performance Metrics.” These performance goals were selected because the compensation committee believed they are key measures of the Company’s performance and stockholder value creation and achievement of these metrics represents an important part of our business plan. Of the total shares underlying the PSU awards that are earned (if any) based on the achievement of the performance metric targets, referred to as earned shares, one-third become vested shares on the date of certification by our board of directors or the compensation committee that the applicable performance measure for the year had been met, with the second and third one-third of the earned shares vesting on February 15, 2025 and February 15, 2026, respectively, subject to continued service through such dates. Any shares not earned based on 2023 performance are canceled. The PSUs were weighted evenly between ARR and adjusted EBITDA, with 50% of the PSUs eligible to vest based on the level of achievement of each metric. For achievement below the threshold level of performance, no PSUs become earned shares which are eligible to vest. For achievement at the threshold level of performance, 50% of the target number of PSUs become earned shares which are eligible to vest. Up to a maximum of 200% of the target number of PSUs become earned shares which are eligible to vest based on the applicable 2023 performance level.

The performance metrics, corresponding payouts and actual results on which the number of earned shares was based were as follows (in millions):


ARR
	Achievement	Payout	Actual
Threshold	$426.6	50%
	$428.5	70%	$430.7
	$432.4

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