Document

DEF 14A 1 swi2022def14a.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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

Check the appropriate box:


¨			Preliminary Proxy Statement


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


ý			Definitive Proxy Statement


¨			Definitive Additional Materials


¨			Soliciting Material under §240.14a-12

SOLARWINDS CORPORATION

(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.

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas 78735

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 26, 2022

To the Stockholders of SolarWinds Corporation:

The annual meeting of stockholders for SolarWinds Corporation will be held on Thursday, May 26, 2022 at 9:00 a.m. Central 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/SWI2022 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 four Class I directors named in the accompanying proxy statement (Proposal One);
2.			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal Two);
3.			To vote on a non-binding advisory basis to approve the compensation of our named executive officers (Proposal Three); and
4.			To transact such other business as may properly come before the annual meeting.

Our board of directors has fixed the close of business on March 31, 2022 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof. This notice of annual meeting of stockholders and accompanying proxy statement are being distributed or made available to stockholders beginning on or about April 14, 2022.

YOUR VOTE IS IMPORTANT!

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


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 26, 2022 AT 9:00 A.M. CENTRAL TIME IN A LIVE WEBCAST AT www.virtualshareholdermeeting.com/SWI2022: THIS PROXY STATEMENT AND 2021 ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com.

By order of the Board of Directors,

Sudhakar Ramakrishna

President, Chief Executive Officer and Director

Austin, Texas

Date: April 14, 2022

SolarWinds Corporation

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on May 26, 2022

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QUESTIONS AND ANSWERS			1
PROPOSAL ONE: ELECTION OF DIRECTORS			7
Nominees for Election as Class I Directors at the Annual Meeting			8
Continuing Directors Not Standing for Election			9
Required Vote and Recommendation of the Board for Proposal One			14
COMMITMENT TO SUSTAINABILITY			15
Environmental Responsibility			15
Social Impact			15
Governance			16
CORPORATE GOVERNANCE			17
Board of Directors			17
Certain Sponsor Rights			17
Board Leadership			18
Risk Oversight			18
Committees of Our Board of Directors			18
Director Independence			20
Communications to the Board of Directors			21
Director Nomination Procedures			21
Board and Annual Meetings Attendance			22
Compensation Committee Interlocks and Insider Participation			22
Code of Business Ethics and Conduct			22
DIRECTOR COMPENSATION			23
2021 Director Compensation Table			23
Narrative Disclosure to Director Compensation Table			24
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			26
Audit and Non-Audit Fees			26
Pre-Approval of Audit and Non-Audit Services			26
Required Vote and Recommendation of the Board for Proposal Two			27
REPORT OF THE AUDIT COMMITTEE			28
PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			29
Required Vote and Recommendation of the Board for Proposal Three			29
EXECUTIVE OFFICERS			30
EXECUTIVE COMPENSATION			31
Compensation Discussion and Analysis			31
Executive Summary			31
Overview of Executive Compensation Program			33
Compensation Decision Making Process			35
Components of Our Executive Compensation Program			36
Employment Agreements			39
Other Compensation Policies			40
Compensation Policies and Practices and Our Risk Management			41
Tax and Accounting Considerations			41
REPORT OF THE COMPENSATION COMMITTEE			43
EXECUTIVE COMPENSATION TABLES			44
2021 Summary Compensation Table			44
2021 Grants of Plan-Based Awards Table			45
Narrative Disclosure to 2021 Summary Compensation Table and 2021 Grants of Plan-Based Awards Table			45
2021 Outstanding Equity Awards at Fiscal Year End Table			45
2021 Option Exercises and Stock Vested Table			47
Potential Payments upon Termination or Change in Control			47
CEO Pay Ratio			49


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			50
Spin-Off Agreements			50
Registration Rights			51
Stockholders' Agreement			51
Limitations of Liability; Indemnification of Directors and Officers			52
Indemnity Agreements			53
Policies and Procedures for Related Party Transactions			53
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54
EQUITY COMPENSATION PLAN INFORMATION			56
OTHER MATTERS			57

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SOLARWINDS CORPORATION

7171 Southwest Parkway

Building 400

Austin, Texas 78735

(512) 682-9300

PROXY STATEMENT

FOR THE

2022 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with the solicitation of proxies to be voted at our annual meeting of stockholders, which will be held virtually at www.virtualshareholdermeeting.com/SWI2022 on Thursday, May 26, 2022 at 9:00 a.m. Central Time. On April 14, 2022, we began mailing to stockholders of record a Notice of Internet Availability of Proxy Materials, or Notice, or a full set of the proxy materials for our annual meeting, including this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, or the 2021 Annual Report, and an accompanying proxy card.

In this proxy statement, “Company,” “we,” “us” and “our” refer to SolarWinds Corporation 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., and the term “Silver Lake” refers to Silver Lake Group, L.L.C., the ultimate general partner of the Silver Lake Funds. 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, LLC, the ultimate general partner 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.

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/SWI2022) to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting through the webcast to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to vote by proxy over the telephone or through the Internet prior to the annual meeting.

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

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

How can I attend the annual meeting?

The meeting will be held virtually on Thursday, May 26, 2022 at 9:00 a.m. Central Time, through a live webcast on the website www.virtualshareholdermeeting.com/SWI2022. You will need to enter the company number and the control number included on your proxy card or in the instructions that accompany your proxy materials to enter the virtual meeting.

Why are we holding the annual meeting virtually?

We are excited to be using the latest technology to provide expanded access, improved communication and cost savings for our stockholders while providing stockholders the same rights and opportunities to participate as they would have at an in-person meeting. Furthermore, in light of the COVID-19 pandemic and as part of our effort to maintain a safe and healthy environment for our directors, officers, and stockholders who wish to attend the annual meeting, we believe that hosting a

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

Who is entitled to vote?

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

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

Holders of common stock are entitled to one vote per share. On the record date, there were 160,473,943 shares of our common stock outstanding and entitled to vote.

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

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

If your shares are held in a brokerage account or by a bank or other holder of record, then your shares are held in “street name” and you are considered the “beneficial owner” of those shares. In this case, the Notice or a printed copy of our proxy materials has been or will be sent to you by your bank, broker or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote the shares in your account. You are also invited to attend the annual meeting via live webcast on the website: www.virtualshareholdermeeting.com/SWI2022. 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 25, 2022, the day prior to the annual meeting.

•By telephone. To vote by proxy over the telephone, dial toll-free, 1-800-690-6903, using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 25, 2022, the day prior to the annual meeting.

•By mail. To vote using the enclosed proxy card, simply complete, sign, date, and return it promptly in the envelope provided. To be counted, we must receive your signed proxy card by 11:59 p.m. Eastern Time on May 25, 2022, the day prior to the annual meeting.

•At the annual meeting. To vote virtually during the live webcast of the annual meeting, please follow the instructions for attending and voting at the annual meeting posted at www.virtualshareholdermeeting.com/SWI2022. 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/SWI2022. Through the online forum, you will be able to submit questions in writing in advance of the day of the annual meeting, vote and obtain copies of the proxy materials. In order to submit questions via the online forum, you will need your company number and control number included on your proxy card or in the instructions that accompany your proxy materials. As part of the annual meeting, we will hold a Q&A session, during which we intend to answer pertinent questions submitted prior to the annual meeting, as time permits.

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

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

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

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

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

•sending a timely written notice of revocation to Corporate Secretary, SolarWinds Corporation, 7171 Southwest Parkway, Building 400, Austin, Texas 78735; or

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

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

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

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

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

How many votes are needed to hold the annual meeting?

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

On what items am I voting?

You are being asked to vote on three items:

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

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

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

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

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•vote WITHHOLD with respect to the election of the director nominee.

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

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

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

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

•designate a substitute nominee.

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

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

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

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

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

How 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. 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 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; and

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

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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 and Proposal Three in this proxy statement are considered “non-routine matters.” 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 and Proposal Three. 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 Proposal Three and will have no effect on the election of directors or the non-binding advisory vote on our named executive officers' compensation.

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

How are broker non-votes and abstentions treated?

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

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

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

•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 in determining the outcome of the vote on Proposal Three.

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

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

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

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

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

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

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials. Stockholders interested in submitting a proposal for inclusion in the proxy materials distributed by us for the 2023 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, or the Exchange Act. To be eligible for inclusion, stockholder proposals must be submitted in accordance with Rule 14a-8 and received by us not later than December 15, 2022. Stockholder proposals received after the close of business on December 15, 2022 would be untimely. Stockholder proposals must be in writing and received by the deadline described above at our principal executive offices at SolarWinds Corporation, 7171 Southwest Parkway, Building 400, Austin, Texas 78735, Attention: Corporate Secretary. If we do not receive a stockholder proposal by the deadline described above, the proposal may be excluded from our proxy statement for our 2023 annual meeting.

Requirements for Stockholder Proposals or Director Nominations to Be Brought Before the 2023 Annual Meeting of Stockholders. Notice of any proposal or director nomination that you intend to present at the 2023 annual meeting of stockholders, but do not intend to have included in the proxy statement and form of proxy relating to the 2023 annual meeting of stockholders, must be delivered to our Corporate Secretary by mail at 7171 Southwest Parkway, Building 400, Austin, Texas 78735, Attention: Corporate Secretary not less than 90 days nor more than 120 days in advance of the anniversary of our 2022 annual meeting. In addition, to be properly brought before the annual meeting your notice must set forth the information required by the Company’s bylaws with respect to each director nomination or other proposal that you intend to present at the 2023 annual meeting of stockholders. Our bylaws are available on the “Investors” portion of our website at www.solarwinds.com or may be obtained by writing to our Corporate Secretary. Such requests and all notices of proposals and director nominations by stockholders should be sent to SolarWinds Corporation, 7171 Southwest Parkway, Building 400, Austin, Texas 78735, Attention: Corporate Secretary.

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PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board is currently comprised of twelve directors and is divided into three classes with staggered three-year terms. The Board currently has four directors in Class I, four directors in Class II and four directors in Class III. The term of office of our Class I directors, Sudhakar Ramakrishna, William Bock, Seth Boro and Kenneth Y. Hao, will expire at this year’s annual meeting of stockholders. Each of our current Class I directors is standing for election. The term of office of our Class II directors, Catherine R. Kinney, James Lines, Easwaran Sundaram and Michael Widmann, will expire at the 2023 annual meeting. The term of office of our Class III directors, Cathleen Benko, Michael Hoffmann, Dennis Howard and Douglas Smith, will expire at the 2024 annual meeting. There are no family relationships between any of our directors or executive officers.

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Nominees for Election as Class I Directors at the Annual Meeting

Listed below are this year’s nominees for election to the Board as Class I directors. Each of the director nominees has consented to be named in this proxy statement and to serve if elected. If elected, each nominee will serve for a term of three years expiring at the 2025 annual meeting of stockholders or until a successor has been duly elected and qualified or until the nominee’s earlier death, resignation or removal. The age of each director is as of the date of this proxy statement.

Name

Age

Positions and Offices Held with Company

Director Since

Sudhakar Ramakrishna

President, Chief Executive Officer and Director

December 2020

William Bock

Director

October 2018

Seth Boro

Director

February 2016

Kenneth Y. Hao

Director

February 2016

SUDHAKAR RAMAKRISHNA | President and Chief Executive Officer


Director Since: 2020			CAREER HIGHLIGHTS Sudhakar Ramakrishna has served on our Board since December 2020 and has served as our President and Chief Executive Officer since January 2021. He is a global technology leader with nearly 25 years of experience across cloud, mobility, networking, security and collaboration markets. He most recently served as the CEO of Pulse Secure, LLC, a leading provider of secure and zero trust access solutions for Hybrid IT environments, where he was responsible for all aspects of business strategy and execution since joining in May 2015. Prior to Pulse Secure, Mr. Ramakrishna served as the Senior Vice President and General Manager for the Enterprise and Service Provider Division at Citrix Systems, Inc., where he had responsibility for Citrix’s portfolio of virtualization, cloud networking, mobile platforms and cloud services solutions. Mr. Ramakrishna also has held senior leadership roles at Polycom, Inc., Motorola, Inc., Stoke, Inc., 3COM Corporation and U.S. Robotics. Mr. Ramakrishna is an experienced public and private company board member. Mr. Ramakrishna currently serves on the board of directors of SailPoint Technologies Holdings, Inc. (NYSE: SAIL). Mr. Ramakrishna is a partner at Benhamou Global Ventures, a leading venture capital firm investing in emerging startups in the fields of security, analytics and applications. Mr. Ramakrishna earned a master’s degree in computer science from Kansas State University and a master’s of management degree from Northwestern University’s Kellogg School of Management. QUALIFICATIONS Our Board believes that Mr. Ramakrishna’s business and industry expertise, his extensive experience working with technology companies and his daily insight into corporate matters as principal executive officer of the Company make him well-qualified to serve as a director.

WILLIAM BOCK | Chairman of the Board


Director Since: 2018			CAREER HIGHLIGHTS William Bock has served on our Board since October 2018 and as our Chairman of the Board since August 2020. Mr. Bock has served as a board director and advisor for a number of technology companies, since his retirement from Silicon Laboratories Inc., or Silicon Labs, (NASDAQ: SLAB) in 2016. Mr. Bock, previously, served as President of Silicon Labs from 2013 to 2016 and as Chief Financial Officer and Senior Vice President of Silicon Labs from 2006 to 2011. From 2001 to 2006, Mr. Bock participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves on the boards of directors of Silicon Labs and is Board Chairman of SailPoint Technologies (NYSE: SAIL) and Board Chairman of N-able, Inc. (NYSE: NABL). He previously served on the boards of directors of Convio (NASDAQ:CNVO), Entropic Communications (NASDAQ: ENTR) and Borderfree, Inc. (NASDAQ: BRDR). Mr. Bock also serves on the boards of directors of private technology companies. Mr. Bock holds a B.S. in computer science from Iowa State University and a M.S. in industrial administration from Carnegie Mellon University. QUALIFICATIONS 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.

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SETH BORO | Managing Partner at Thoma Bravo


Director Since: 2016			CAREER HIGHLIGHTS Seth Boro has served on our Board since February 2016. Mr. Boro has served as a Managing Partner at Thoma Bravo since 2013. He was a Principal with Thoma Bravo at its founding in 2007 and became a Partner in 2011, serving in that capacity until becoming a Managing Partner in 2013. Prior to that time, Mr. Boro served in roles with a predecessor of Thoma Bravo since 2005. Mr. Boro previously was with the private equity firm Summit Partners and with Credit Suisse. Mr. Boro currently serves on the boards of directors of several private software and technology service companies in which certain investment funds advised by Thoma Bravo hold an investment, including Barracuda Networks, Inc., Dynatrace, Inc. (NYSE: DT), ConnectWise, LLC, Hyland Software Inc., Imperva, Inc. and Sophos Group Ltd. among others. Mr. Boro received his M.B.A. from the Stanford Graduate School of Business and is a graduate of Queen’s University School of Business (Canada), where he received a Bachelor of Commerce degree. QUALIFICATIONS Our Board believes that Mr. Boro’s board and industry experience and overall knowledge of our business qualify him to serve as a director.

KENNETH Y. HAO | Chairman and a Managing Partner of Silver Lake


Director Since: 2016			CAREER HIGHLIGHTS Kenneth Y. Hao has served on our Board since February 2016. Mr. Hao is currently Chairman and a Managing Partner of Silver Lake, and based in Menlo Park, CA. Mr. Hao has led investments in a range of technology industry leaders across a range of sectors and geographies. His portfolio companies have included Alibaba Group and ANT Financial, Broadcom (and its predecessor Avago), Network General (acquired by Net Scout), Seagate, Smart Global Holdings, Symantec and UGS (acquired by Siemens). Mr. Hao currently serves as a director on the boards of current and former portfolio companies, NortonLifeLock, ServiceMax, and Splunk. Prior to joining Silver Lake at its launch in 2000, Mr. Hao was with Hambrecht & Quist (now part of JP Morgan) from 1990-1999, where he served as a Managing Director. Outside of Silver Lake, Mr. Hao serves on the boards of UCSF and Universal Tennis. Mr. Hao graduated from Harvard College with an A.B. in Economics. QUALIFICATIONS Our Board believes that Mr. Hao’s board and industry experience and overall knowledge of our business qualify him to serve as a director.

Continuing Directors Not Standing for Election

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

Name

Age

Positions and Offices Held with Company

Director Since

Cathleen Benko

Director

November 2021

Michael Hoffmann

Director

October 2018

Dennis Howard

Director

September 2020

Catherine R. Kinney

Director

October 2018

James Lines

Director

February 2016

Douglas Smith

Director

May 2021

Easwaran Sundaram

Director

February 2020

Michael Widmann

Director

February 2020

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Class II Directors (Terms Expire in 2023)

CATHERINE R. KINNEY | Former President and Co-Chief Operating officer of the NYSE Euronext


Director Since: 2018			CAREER HIGHLIGHTS Catherine R. Kinney has served on our Board since October 2018. Ms. Kinney has over 35 years of experience in securities regulation and management. Ms. Kinney retired from NYSE Euronext in March 2009, having served as the president and co-chief operating officer of the NYSE Euronext from 2002 to 2008. From 2007 to 2009, she served in Paris, overseeing global listings, marketing and branding and served as part of the integration team following the merger of The New York Stock Exchange and Euronext in April 2007. Ms. Kinney joined the NYSE in 1974 and held management positions with responsibility for several divisions, which include client relations from 1996 to 2007, trading floor operations and technology from 1987 to 1996 and regulation from 2002 to 2004. Ms. Kinney currently serves on the boards of directors of MetLife, Inc. (NYSE: MET), MSCI Inc. (NYSE: MSCI) and QTS Realty Trust, Inc. (NYSE: QTS). Ms. Kinney previously served as a director of NetSuite Inc. (NYSE: N). Ms. Kinney holds a Bachelor of Arts degree from Iona College. Ms. Kinney has also received honorary degrees from Georgetown University, Fordham University and Rosemont College. QUALIFICATIONS Our Board believes that Ms. Kinney’s financial and industry experience and overall knowledge of our business qualify her to serve as a director.

JAMES LINES | Senior Operating Partner for Thoma Bravo


Director Since: 2016			CAREER HIGHLIGHTS James Lines has served on our Board since February 2016. Since 2002, he has been an Operating Partner for Thoma Bravo and is now a Senior Operating Partner. Mr. Lines’ prior experience includes service in various financial management capacities at affiliates of AMR Corporation (American Airlines), including as Chief Financial Officer of The SABRE Group; as Senior Vice President and Chief Financial Officer of ITI Marketing Services, a private tele-services firm backed by Golder, Thoma, Cressey, Rauner; and as Executive Vice President and Chief Financial Officer of United Surgical Partners, an international operator of surgery centers and hospitals. Since 2003, Mr. Lines has served on the board of directors of 24 software and technology service companies in which Thoma Bravo held an investment. He currently serves on the board of directors of six software and technology service companies in which Thoma Bravo holds an investment, including ABC Financial Services, LLC, Dynatrace, Inc. (NYSE: DT), Hyland Software, Inc., Imprivata, Inc., MeridianLink, Inc. and Qlik Technologies, Inc. Mr. Lines earned a B.S. in electrical engineering from Purdue University and an M.B.A. from Columbia University. QUALIFICATIONS Our Board believes that Mr. Lines’s management, financial and industry experience and overall knowledge of our business qualify him to serve as a director.

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EASWARAN SUNDARAM | Operating Executive at Tailwind Capital


Director Since: 2020			CAREER HIGHLIGHTS Easwaran Sundaram has served on our Board since February 2020. Mr. Sundaram has served as Operating Executive at Tailwind Capital since March 2021. Previously, Mr. Sundaram served as the Executive Vice President, Chief Digital & Technology Officer of JetBlue Airways Corporation since 2017 and previously served as its Executive Vice President of Innovation and Chief Information Officer from 2012 to 2017. Since January 2016, Mr. Sundaram has served as Oversight Officer & Investment Committee Member for JetBlue Technology Ventures, a wholly owned subsidiary of JetBlue Airways Corporation that incubates, invests in and partners with early stage startups. Previously, he was Senior Vice President of Global Supply Chain Operations and Global Chief Information Officer at Pall Corporation and served in a senior supply chain management role at PSS World Medical, Inc. (now McKesson Corporation). Mr. Sundaram also serves as a director of WESCO International, Inc. (NYSE: WCC). Mr. Sundaram holds a Bachelor of Science degree in Chemistry from Madurai Kamaraj University, a Supplemental Degree in Logistics Management from the Institute of Rail Transport, India and a Masters of Science in International Transportation Management from State University of New York Maritime College. QUALIFICATIONS Our Board believes that Mr. Sundaram’s experience as a technology executive of a Fortune 500 company and his expertise in digital tools and applications and cybersecurity and overall knowledge of our products and industry qualify him to serve as a director.

MICHAEL WIDMANN | Managing Director of Silver Lake


Director Since: 2020			CAREER HIGHLIGHTS Michael Widmann has served on our Board since February 2020. 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 N-able, Inc. (NYSE: NABL) and TEG Pty Ltd. Mr. Widmann received a B.A. in Economics from Claremont McKenna College. QUALIFICATIONS Our Board believes that Mr. Widmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

Class III Directors (Terms Expire in 2024)

CATHLEEN BENKO | Former Vice Chairman and Managing Principal of Deloitte LLP


Director Since: 2021			CAREER HIGHLIGHTS Cathleen Benko has served on our board of directors since November 2021. A former Vice Chairman and Managing Principal of Deloitte LLP, Ms. Benko was previously Deloitte Consulting’s first global e-Business leader and first Chief Talent Officer, where she devised more agile and inclusive career development models. Ms. Benko is also a member of the Board of Directors and compensation committee of NIKE, Inc. (NYSE: NKE), a member of the Board of Directors, compensation committee chair and audit committee member of Prime Impact Acquisition I (NYSE: PIAI), and member of the Board of Directors of WorkBoard. She serves as chair of the Harvard Business School/NC Advisory Council and a member of the board of directors for several nonprofit organizations including Stanford’s Institute for Research in the Social Sciences, American Corporate Partners, National Association of Corporate Directors, the International Women’s Forum and Life Skills For Soldiers. Ms. Benko holds an M.B.A. from Harvard Business School and B.S. from Ramapo College of New Jersey where she was awarded the President’s Award of Merit, the school’s highest distinction. QUALIFICATIONS Our Board believes that Ms. Benko’s management and digital transformation experience and her industry knowledge qualify her to serve as a director.

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MICHAEL HOFFMANN | Principal at Thoma Bravo


Director Since: 2018			CAREER HIGHLIGHTS Michael Hoffmann has served on our Board since October 2018. Mr. Hoffmann is a Partner at Thoma Bravo. Previously, he served as a Principal at Thoma Bravo and joined Thoma Bravo as a Vice President in August 2014. Mr. Hoffmann was previously an associate with the private equity firm Providence Equity Partners from 2010 to 2012. Prior to Providence Equity Partners, Mr. Hoffmann was an investment banking analyst with Citigroup Global Markets Inc. from 2008 to 2010. Mr. Hoffmann received his M.B.A. from the Stanford Graduate School of Business and graduated with an A.B. in Economics from Harvard University. Mr. Hoffmann currently serves on the board of directors of several software and technology services companies in which certain investment funds advised by Thoma Bravo hold an investment, including ConnectWise, LLC, N-Able, Inc. (NYSE: NABL) and Talend SA. QUALIFICATIONS Our Board believes that Mr. Hoffmann’s industry experience and overall knowledge of our business qualify him to serve as a director.

DENNIS HOWARD | Executive Vice President and Chief Information Officer of Charles Schwab & Co, Inc.


Director Since: 2020			CAREER HIGHLIGHTS Dennis Howard has served on our Board since September 2020. Mr. Howard has served as the Managing Director and Chief Information Officer of Charles Schwab & Co, Inc. since 2016 and previously served as its Senior Vice President, Core Technology Services from 2014 to 2016. Prior to Charles Schwab, he served as Senior Vice President and Chief Information Officer of Visa Inc. and in various other information technology roles at Visa across a number of disciplines, including development of enterprise systems, data and analytics and client-facing product development. Prior to Visa, Mr. Howard worked in technology at Commerce One, Inc. and other firms and served in several roles in the public sector. Mr. Howard holds a B.A. from the University of Texas at San Antonio and a Masters of Public Policy and Administration from Baylor University. QUALIFICATIONS Our Board believes that Mr. Howard’s industry experience and overall knowledge of our business qualify him to serve as a director.

DOUGLAS SMITH | Industry Partner of Motive Partners GP, LLC


Director Since: 2021			CAREER HIGHLIGHTS Douglas Smith has served on our Board since May 2021. Mr. Smith has been an Industry Partner of Motive Partners GP, LLC, an investment firm focused on technology enabled companies that power the financial services industry, since June 2020 and previously served as an Adviser from September 2019 to June 2020. Mr. Smith also served as a senior advisor to Silver Lake from 2016 to 2019. Prior to that, Mr. Smith was the Co-Founder of Anaplan, Inc. where he held a variety of roles from 2009 to 2018. Previously, he was Global Chief Operating Officer of Capco. Prior to Capco, Mr. Smith served as an Operating Partner with Symphony Technology Group. Earlier in his career, he held positions including Executive Vice President and Chief Financial Officer of Mercury Interactive, co-head of the software practice at Hambrecht & Quist Capital Management, LLC, and Executive Vice President and Chief Financial Officer of Computervision, Inc. Mr. Smith currently serves on the board of directors of InvestCloud, Inc. and ServiceMax, Inc. and previously served on our Board from January 2018 to May 2018. Mr. Smith holds an M.A. in International Relations and Affairs from Northeastern University and a B.A. in Economics from Union College. QUALIFICATIONS Our Board believes that Mr. Smith’s industry experience and overall knowledge of our business qualify him to serve as a director.

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Involvement in Certain Legal Proceedings

Douglas Smith, a director, is subject to a final judgment, entered on February 21, 2013, by a federal district court relating to alleged violations by Mr. Smith of Section 17(a) of the Securities Act of 1933, as amended (the “Securities Act”), and Sections 10(b), 13(b)(5), 14(a) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and rules promulgated thereunder, including Exchange Act Rule 10b-5, in connection with Mr. Smith’s service as Chief Financial Officer of Mercury Interactive, LLC. The allegations concern Mercury Interactive’s practices with respect to stock option backdating and recording of compensation expense, as well as its disclosure practices with respect to revenue recognition. Without admitting or denying any allegations, Mr. Smith consented to be permanently enjoined from violating Sections 17(a)(2) and 17(a)(3) of the Securities Act, to disgorge $451,200 of alleged profit to Mercury Interactive and to pay to the SEC a civil monetary penalty of $100,000. Mr. Smith also agreed to reimburse Hewlett-Packard Corporation, which acquired Mercury Interactive, an amount equal to $2,814,687 pursuant to Section 304 of the Sarbanes-Oxley Act of 2002. All such amounts have been paid in full and the judgment did not include any restrictions on Mr. Smith’s service as an officer or director of any public company.

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Required Vote and Recommendation of the Board for Proposal One

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

Our nominating and corporate governance committee has recommended, and our Board has approved, Sudhakar Ramakrishna, William Bock, Seth Boro and Kenneth Y. Hao as nominees for election as Class I directors at the annual meeting. If elected, Messrs. Ramakrishna, Bock, Boro and Hao will serve as Class I directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified.


Our Board recommends that you vote FOR Messrs. Ramakrishna, Bock, Boro and Hao.

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COMMITMENT TO SUSTAINABILITY

SolarWinds is a leading provider of simple, powerful, and secure IT management software built to enable organizations to accelerate their digital transformation.. While our core competency is end-to-end hybrid IT observability and performance management, ultimately our business is about stakeholders, and our team leads a focused effort to integrate sustainability and corporate social responsibility into day-to-day operations. By incorporating environmental, social and governance (“ESG”) principles into how we do business, we address the issues that matter most.

Our mission is to help customers accelerate business transformation through simple, powerful, and secure solutions designed for hybrid IT multi-cloud environments. We endeavor to be a people-first company, serving and supporting all of our customers and communities, and valuing all of our employees. As part of this overall mission, we focus on integrating our CARE Values (collaboration, accountability, ready and empathy) into how we conduct business.

In 2021, the Company continued to further evolve our strategy. Our executive leadership team and our Board of Directors recognize the importance of these responsibilities, and we have established an internal cross-functional working group that is tasked with driving additional progress in initiatives that promote sustainability. We believe in focusing our efforts on where we can have the most impact. Against this backdrop, we have determined that our ESG areas of focus include: (1) Environmental Responsibility (2) Social Impact and (3) Governance.

Environmental Responsibility

We embed the principles of advancing a circular economy into our practices through green investments and long-term implementation of new technologies. We are devoted to operating our business in a sustainable manner and have undertaken a number of initiatives designed to reduce our impact on the environment and to promote environmentally friendly projects. With a view to increasing efficiency and reducing waste, we are continuing to digitize manual back office functions. Notably, we:

•Increased the use of e-records and e-signing technology resulting in paper waste and carbon emissions reduction;

•Continued to migrate technology infrastructure to a cloud environment, reducing energy usage, and accordingly, our carbon footprint; and

•Encouraged environmentally friendly work practices by supporting the recycling of plastic, glass and paper.

Additionally, we continuously monitor and improve the operational and environmental performance of our properties including our headquarters. We engage qualified energy professionals to conduct regular third-party inspections and provide utility and financial savings information to relevant decision makers. We are also continuously researching and designing innovative ways to boost efficiency, such as utilizing high-efficiency electrical equipment, including LED and motion detector lighting, alternative energy sources, and high-efficiency HVAC units.

We believe that our focus on environmental sustainability, with the objective of reducing costs and improving sustainability of our operations will provide a strategic benefit to the Company. Furthermore, we recognize that climate change is a growing risk for our planet, and we are committed to doing our part to mitigate this risk by placing increased focus and emphasis on environmental consciousness.

Social Impact

We believe in upholding the principle of human rights, worker safety and observing fair labor practices within our organization and within our supply chain. We are committed to ensuring wellness and embracing diversity and inclusion throughout the organization. Our social initiatives are focused on a people first model.


			We have begun to transform and modernize our culture and talent management by implementing human capital management (“HCM”) reporting and practices to establish a foundation to enable leaders to better hire talent and manage teams. These practices include standards for setting goals, performance evaluations, succession planning, and learning and development. We are committed to pay parity and regularly review our compensation model to ensure fair and inclusive pay practices across our business.

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We believe the wellness and development of our employees is paramount, and the Company’s success is fundamentally connected with the well-being of our team members. Additionally, the health and well-being of our employees is our top priority and in recognition of this, we aim to provide a robust health and wellness package. We continually evolve our benefits plans to remain competitive and to meet the needs of our workforce to include health and medical insurance, paid vacation, sick leave, bereavement leave, standard maternity, as well as an education reimbursement. We support the wellness of all colleagues through various programs, including online health engagement.

In 2021, we continued to closely monitor the impact of the COVID-19 pandemic. The safety of our stakeholders continues to be our top priority during the pandemic. We actively monitored coronavirus updates and were guided by the recommendations of local health officials and U.S. Center of Disease Control (“CDC”) guidelines. Going forward, we are committed to continuing to provide a safe workplace for all our stakeholders.


			A diverse and inclusive workplace begins with our core values. Our goal is to attract, retain and develop a workforce that is diverse in background, knowledge, skill and experience. We are committed to providing equal employment opportunities for training, compensation, transfer, promotion and other aspects of employment for all qualified applicants and employees without regard to sex, race, color, religion, national origin, age, disability, sexual orientation or veteran status.

To advance our objectives, we have increased the availability of training on topics such as anti-harassment, anti-discrimination and unconscious bias. The Company also conducted engagement surveys to elicit feedback from employees, and is developing action plans for continuous improvement in the areas of diversity and inclusion. Employees regularly meet with supervisors to create and refine their individual development plans.

We are also focused on making a positive impact with all our diverse stakeholders through charity and fundraising, educational sponsorship, and local community development that drive an inclusive culture. Some 2021 highlights include:

• Over $250,000 given to local charities;

• Our employees volunteered a total of 1,100+ hours in the community; and

• Continued support of many local non-profits.

Governance

Our Board of Directors and senior leadership actively support and promote sound corporate governance and risk management across the Company. This culture of accountability, integrity and transparency affirms our unwavering commitment to building sustainable value. We have a long history of excellence in corporate governance and compliance practices, including an emphasis on accountability and authenticity in-line with our CARE values. Key ESG governance priorities include:

• Integrating ESG matters into overall governance structure and enterprise risk management;

• Advancing cybersecurity and risk management frameworks; and

• Proactively engaging stakeholders.

Our Code of Conduct is designed to ensure that our directors, officers and employees comply with applicable rules and regulations. We also possess a robust Technology and Cyber Committee Charter and Corporate Governance Guidelines, which are available on our website.

Our internal risk management team, headed by our Chief Information Security Officer, oversees compliance with applicable laws and regulations and coordinates with subject matter experts throughout the business to identify, monitor, and mitigate risk including information security risk management and cyber defense programs. These teams maintain rigorous testing programs and regularly provide updates to the Company leadership as well as the Board of Directors. We have a robust Information Security program that incorporates multiple layers of physical, technical and administrative controls. We leverage the latest security configurations and technologies on our systems, devices, and third-party connections and further vet third-party vendors’ security capabilities and controls, as required, through the organization’s vendor management process.


We routinely engage with our stockholders to better understand their views on ESG matters, carefully considering the feedback we receive and acting when appropriate. For more information, please visit our corporate website: www.solarwinds.com.

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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 twelve persons, eleven of whom qualify as “independent” under the listing standards of The New York Stock Exchange, or NYSE. The number of directors is fixed by our Board, subject to the terms of our third amended and restated certificate of incorporation, or charter, amended and restated bylaws, or bylaws, and amended and restated stockholders’ agreement dated October 18, 2018, as amended, or the stockholders’ agreement.

Certain Sponsor Rights

We have a valuable relationship with our Sponsors, who acquired us in February 2016 in a take private transaction, or the Take Private. As of March 31, 2022, the Sponsors beneficially owned in the aggregate 69.52% of our common stock. Our Sponsors have certain voting and director nomination rights under the stockholders’ agreement.

Pursuant to the terms of the stockholders’ agreement, the Sponsors are entitled to nominate members of our Board as follows:

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

•so long as the Thoma Bravo Funds and their co-investors own, in the aggregate, (i) at least 20% of the aggregate number of then outstanding shares of 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 then outstanding shares of 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 then outstanding shares of common stock, affiliates of Thoma Bravo will be entitled to nominate one director; and

•so long as (i) the Silver Lake Funds own, in the aggregate, at least 20% of the aggregate number of then outstanding shares of common stock, and (ii) the Thoma Bravo Funds and their co-investors own, in the aggregate, at least 20% of the aggregate number of then outstanding shares of common stock, Silver Lake and Thoma Bravo will be entitled to mutually nominate one director.

Pursuant to the stockholders’ agreement, Messrs. Boro, Hoffmann and Lines were elected as designees of affiliates of Thoma Bravo and Messrs. Hao, Smith and Widmann were elected as designees of affiliates of Silver Lake. As of March 31, 2022, each of the Silver Lake Funds and the Thoma Bravo Funds and their co-investors continued to own more than 20% of the aggregate number of then outstanding shares of common stock and, accordingly, retain their right to each nominate three directors under the stockholders’ agreement as well as their right to collectively nominate one mutual director. Of the Class I director nominees up for election at the annual meeting, Mr. Boro is the designee of affiliates of Thoma Bravo and Mr. Hao is the designee of affiliates of Silver Lake. The mutual director seat remains vacant.

For additional information regarding the terms of the stockholders’ agreement see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.”

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Board Leadership

Although our corporate governance guidelines do not require the separation of our Chairman of the Board and Chief Executive Officer positions, the Board separated the roles of Chairman and Chief Executive Officer in August 2020. Mr. Bock serves as the Company’s non-executive Chairman. By separating these roles, the Board believes that Mr. Ramakrishna can focus on executing the Company’s strategy as our President and Chief Executive Officer, and Mr. Bock can 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, setting meeting agendas and determining materials to be distributed to the Board. Following an executive session of independent directors, the non-executive Chairman acts as a liaison between the independent directors and the Board regarding any specific feedback or issues. 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 administers its risk management oversight primarily through our nominating and corporate governance committee. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.

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

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

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

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

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

Committees of Our Board of Directors

Our Board has established an audit committee, a compensation committee, a nominating and corporate governance committee and a technology and 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, any new committees of our Board will 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. The charters for our audit committee, compensation committee, nominating and corporate governance committee and technology and cybersecurity committee are available on the “Investors” portion of our website at www.solarwinds.com.

The following table provides information on the Board’s current committee memberships. Messrs. Hoffmann, Lines and Widmann do not serve on any of our Board’s current committees.

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Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Technology and Cybersecurity Committee

William Bock

Chair

Cathleen Benko

Member

Seth Boro

Member

Dennis Howard

Member

Kenneth Y. Hao

Member

Catherine Kinney

Member

Chair

Douglas Smith

Member

Easwaran Sundaram

Member

Chair

Sudhakar Ramakrishna

Member

Audit Committee

Our audit committee currently consists of Messrs. Bock, Howard and Sundaram and Ms. Kinney, and Mr. Bock currently serves as the chair of our audit committee. Our Board has determined that each current member of the audit committee satisfies the requirements for independence, financial literacy and financial expertise under the applicable rules and regulations of the SEC and listing standards of the NYSE (including the additional independence standards applicable to audit committee members). Our Board has determined that each of our current audit committee members qualifies as an “audit committee financial expert” as defined in the rules of the SEC. Our audit committee is, among other things, responsible for:

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

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

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

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

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

•reviewing 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 currently consists of Messrs. Bock, Boro and Hao and Ms. Benko, and Mr. Bock currently serves as the chair of our compensation committee. Our Board has determined that each member of the compensation committee meets the additional independence standards of the NYSE and the SEC applicable to members of compensation committees. In addition, each member of the compensation committee is (1) an “outside director,” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and (2) a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

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

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

•reviewing and recommending to our Board the compensation of our non-employee directors;

•reviewing and recommending to our Board 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 with respect to, incentive compensation and equity plans; and

•reviewing our overall compensation philosophy.

In addition, the compensation committee may delegate to the Chief Executive Officer the authority to make grants of equity-based compensation within established guidelines to certain eligible individuals who are not executive officers.

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Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Ms. Kinney and Messrs. Smith and Sundaram, and Ms. Kinney currently serves as the chair of our nominating and corporate governance committee. Michael Bingle, a member of our Board in 2021 until his decision not to stand for reelection at our annual meeting on May 28, 2021, served on our nominating and corporate governance committee in 2021 until May 28, 2021. Our Board has determined that each member of the nominating and corporate governance committee meets the additional independence standards of the NYSE.

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

•identifying and recommending candidates for membership on our Board, 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;

•overseeing the process of evaluating the performance of our Board;

•overseeing our general risk management strategy;

•overseeing succession planning for our executive officers and Chief Executive Officer, and providing regular reports on the progress of succession planning to the Board;

•establishing and reviewing compliance with stock ownership guidelines for the Company’s executive officers and non-employee directors; and

•assisting our Board on corporate governance matters.

Technology and Cybersecurity Committee

Our technology and cybersecurity committee was formed on January 6, 2021 and currently consists of Messrs. Ramakrishna, Howard and Sundaram, and Mr. Sundaram currently serves as the chair of our technology and cybersecurity committee. Our Board has determined that each member of the technology and cybersecurity committee, other than Mr. Ramakrishna, meets the additional independence standards of the NYSE.

Our technology and cybersecurity committee is, among other things, responsible for:

•providing guidance to the Board and oversight as appropriate with respect to our material activities related to the December 2020 cyberattack and related matters, including, without limitation, internal or third-party investigations, public or governmental disclosures, our remediation efforts and our policies and procedures with respect thereto;

•providing guidance to the Board on our cybersecurity and other IT risks, controls and procedures and our strategy to mitigate cybersecurity risks and potential breaches;

•reviewing and providing guidance to the Board on the integrity of our IT systems’ operational controls to ensure legal and regulatory compliance;

•reviewing periodically with management our disaster recovery capabilities; and

•annually reviewing the appropriateness and adequacy of our cyber-insurance coverage.

Director Independence

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that each of Ms. Benko, Ms. Kinney and Messrs. Bock, Boro, Hao, Hoffmann, Howard, Lines, Smith, Sundaram, and Widmann (comprising all of our directors other than Mr. Ramakrishna) 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. Ramakrishna) is “independent” as that term is defined under the listing standards of the NYSE. In addition, our Board previously determined that Michael Bingle, who served on our Board in 2021 until his decision not to stand for reelection at our annual meeting on May 28, 2021 was “independent” (as that term is defined under the listing standards of the NYSE) at the time he served as a director. 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.”

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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 7171 Southwest Parkway, Building 400, Austin, Texas 78735 or general_counsel@solarwinds.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 7171 Southwest Parkway, Building 400, Austin, Texas 78735, and must include the following information:

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

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

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

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

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

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

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

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Board and Annual Meetings Attendance

During 2021, our Board held 15 meetings, our audit committee held nine meetings, our compensation committee held four meetings, our nominating and corporate governance committee held four meetings and our technology and cybersecurity committee held nine meetings. During 2021, each current director attended at least 94% 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. Seven out of eleven of our current directors who were then serving as directors attended our 2021 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

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

Code of Business Ethics and Conduct

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

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DIRECTOR COMPENSATION

2021 Director Compensation Table

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


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation ($)	Total ($)
Cathleen Benko(3)	6,940	459,995	—	466,935
Michael Bingle(4)	22,514	—	—	22,514
William Bock	192,500	210,215	—	402,715
Seth Boro	58,750	210,215	—	268,965
Kenneth Y. Hao	58,750	210,215	—	268,965
Michael Hoffmann	50,000	210,215	—	260,215
Dennis Howard	67,433	210,215	—	277,648
Catherine R. Kinney	72,500	210,215	—	282,715
James Lines	50,000	210,215	—	260,215
Douglas Smith	44,127	210,215	—	254,342
Easwaran Sundaram	77,363	210,215	—	287,578
Michael Widmann	50,000	464,287	—	514,287

________________

(1)The amounts in this column represent the amounts paid in cash to our non-employee directors for board and committee service during the fiscal year ended December 31, 2021 under our non-employee director compensation policy, which is further described below under the caption “Narrative Disclosure to Director Compensation Table—Non-Employee Director Compensation Policy.”

(2)The amounts reported in this column reflect the aggregate grant date fair value of restricted stock units, or RSUs, based on the closing price of a share of common stock on the grant date computed in accordance with ASC Topic 718. The RSUs were the annual equity awards under our non-employee director compensation policy that were granted on the date of our 2021 annual meeting of stockholders as further described below under the caption “Narrative Disclosure to Director Compensation Table—Non-Employee Director Compensation Policy,” other than with respect to Ms. Benko whose annual equity award was granted on November 18, 2021, the date she was appointed to the Board. The number of shares of common stock underlying outstanding stock awards held by each of our non-employee directors as of December 31, 2021 is as follows:


Director Name						Outstanding Stock Awards
Cathleen Benko						29,206
Michael Bingle						—
William Bock						17,402
Seth Boro						17,402
Kenneth Y. Hao						17,402
Michael Hoffmann						17,402
Dennis Howard						26,013
Catherine R. Kinney						17,402
James Lines						17,402
Douglas Smith						16,264
Easwaran Sundaram						27,938
Michael Widmann						23,957

The share numbers presented in the table above are adjusted to account for the Spin-Off, Reverse Split and Special Dividend adjustments (each as defined below). For more information regarding each of these adjustments, see “Compensation Discussion and Analysis—Components of our Equity Incentive Plan—2021 Equity Adjustments” elsewhere in this Proxy Statement.

(3)Ms. Benko was appointed as a director and a member of the compensation committee effective on November 18, 2021.

(4)Mr. Bingle determined not to stand for reelection as a member of our Board effective at our annual meeting on May 28, 2021. Includes pro rata board member and nominating and corporate governance committee member retainers for the period during which Mr. Binge served on our Board and nominating and corporate governance committee during 2021 (from January 1, 2021 to May 28, 2021).

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Narrative Disclosure to Director Compensation Table

The compensation committee is responsible for recommending to the Board the form and amount of compensation for non-employee directors. For the fiscal year ended December 31, 2021, our non-employee directors were entitled to receive cash retainers for Board and committee service and awards of RSUs under our non-employee director compensation policy described below.

Non-Employee Director Compensation Policy

At the time of our IPO in October 2018, our compensation committee reviewed our non-employee director compensation program in light of the following principles:

•attract world class business talent, experienced with fast-growing multinationals in the technology sector;

•provide compensation that is competitive relative to our industry, size, and complexity;

•differentiate for roles with added experience requirements and/or time commitments; and

•align program design to focus decision-making on long-term stockholder value creation.

On September 17, 2020, in light of the appointment of Mr. Bock as Chairman of the Board effective August 5, 2020 and the removal of the position of Lead Independent Director on September 17, 2020, the Board approved an amended and restated director compensation policy for all non-employee directors to add compensation for the role of Chairman of the Board. In addition, on April 13, 2021, the Board approved a further amended and restated director compensation policy for all non-employee directors to add compensation for the members of the Technology and Cybersecurity Committee. Pursuant to the amended and restated director compensation policy non-employee directors receive the compensation set forth in the table below. All retainers are annual cash amounts paid quarterly based on the director’s service period. Chairman and committee retainers are in addition to the general Board member retainer. Committee chairs receive the applicable committee chair retainer in lieu of the member retainer payable for service on the committee.


General Board member retainer						$50,000
Chairman retainer						$100,000
Audit Committee Chair retainer						$25,000
Compensation Committee Chair retainer						$17,500
Nominating and Corporate Governance Committee Chair retainer						$10,000
Technology and Cybersecurity Committee Chair retainer						$10,000
Audit Committee member retainer						$12,500
Compensation Committee member retainer						$8,750
Nominating and Corporate Governance Committee member retainer						$5,000
Technology and Cybersecurity Committee member retainer						$5,000
Initial equity award						$460,000 value (100% RSUs)(1)
Initial equity award - Chairman						$50,000 value (100% RSUs)(2)
Annual equity award						$210,000 (100% RSUs)(3)

(1)Each individual first elected or appointed to the Board as a non-employee director is granted an award of RSUs on the date of such initial election or appointment. The number of RSUs granted is calculated by dividing the stated dollar amount by the closing price of one share of our common stock on the grant date. The awards vest annually over four years with 25% of the RSUs vesting on each anniversary of the grant date, subject to continued service through each applicable date, unless otherwise determined by the Board and set forth in the grant agreement between the non-employee director and the Company.

(2)In addition to the initial equity award granted to each new non-employee director, a member assuming the role of Chairman is granted an additional award of RSUs. The initial equity award is granted on the date the non-employee director is first appointed as Chairman. The number of RSUs granted is calculated by dividing the stated dollar amount by the closing price of one share of our common stock on the grant date. The award will vest 100% on the date of our next annual meeting of stockholders following the grant date, subject to continued service through such date.

(3)The annual equity award is granted to continuing non-employee directors on each date of our annual meeting of stockholders if, as of such date, the director has served on the Board for at least the preceding six months. The number of RSUs granted is calculated by dividing the stated dollar amount by the closing price of one share of our common stock on the grant date. The award will vest 100% on the one-year anniversary of the grant date, subject to continued service through such date.

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Non-Employee Director Stock Ownership Guidelines

In September 2019, our nominating and corporate governance committee adopted stock ownership guidelines that apply to our non-employee directors. Pursuant to these guidelines, as of January 1 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 RSUs, and unvested performance stock units, or PSUs, whose level of achievement has been certified by the compensation committee but are subject to further service-based vesting. With respect to non-employee directors that are designees of the Silver Lake Funds under our stockholders’ agreement, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Silver Lake Funds. With respect to non-employee directors that are designees of the Thoma Bravo Funds under our stockholders’ agreement, equity interests for the purposes of calculating stock ownership guideline compliance also includes shares of common stock owned by the Thoma Bravo Funds. For purposes of our stock ownership guidelines, the value of the equity interests held by a non-employee director is calculated based on the average closing stock price of one share of the our common stock as listed on the NYSE for the 30 calendar days preceding the determination date of January 1st of each year.

Each non-employee director shall have five years to accumulate this equity interest from the later of the implementation of the stock ownership guidelines and the date such person became subject to the stock ownership guidelines. Following the accumulation period, in the event that a non-employee director no longer holds the required interest as a result of fluctuations in the trading price of our common stock or changes in the annual cash board retainer, such non-employee director will have one year to regain the required equity interests. As of January 1, 2022, each of our non-employee directors was in compliance with our non-employee director stock ownership guidelines.

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PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

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

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

Audit and Non-Audit Fees

PricewaterhouseCoopers LLP served as our independent registered public accounting firm for the years ended December 31, 2021 and 2020. 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.


	2021		2020
Audit Fees	$	3,091,000	$	3,315,000
Audit-Related Fees	765,000		2,325,000
Tax Fees	673,500		479,014
Other Fees	900		900
Total	$	4,530,400	$	6,119,914

Audit Fees. Audit fees consist of professional services rendered for the audit of our annual consolidated financial statements and the effectiveness of its internal control over financial reporting, the review of interim financial statements included in our quarterly reports on Form 10-Q, accounting consultations related to audit services and other services that are normally provided by the independent auditor in connection with statutory and regulatory filings both domestically and internationally. Audit fees also consist of (i) external legal fees in connection with government investigations related to the Cyber Incident and (ii) additional fees associated with the Spin-Off of the N-able business.

Audit-Related Fees. Audit-Related Fees in 2021 consist of fees associated with service organization controls readiness and reports. Audit-Related Fees in 2020 consist of fees associated with the carve-out audits for the Spin-Off of the N-able business.

Tax Fees. Tax fees include services for tax compliance and research, tax advice, exam assistance, tax planning and technical tax advice.

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

Pre-Approval of Audit and Non-Audit Services

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

All services provided by PricewaterhouseCoopers LLP during the fiscal years ended December 31, 2021 and December 31, 2020 were pre-approved by the audit committee.

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

Required Vote and Recommendation of the Board for Proposal Two

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


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

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REPORT OF THE AUDIT COMMITTEE

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

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

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

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

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

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

SUBMITTED BY THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS

William Bock (Chair)

Dennis Howard

Catherine R. Kinney

Easwaran Sundaram

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

We currently conduct advisory votes on executive compensation every year, with the next vote to occur at the 2023 annual meeting.

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 will be counted towards the vote total and will 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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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

Sudhakar Ramakrishna

President and Chief Executive Officer

J. Barton Kalsu

Executive Vice President, Chief Financial Officer and Treasurer

Jason W. Bliss

Executive Vice President, Chief Administrative Officer and Secretary

Rohini Kasturi

Executive Vice President, Chief Product Officer

Andrea Webb

Executive Vice President, Chief Customer Officer

Sudhakar Ramakrishna—For biographical information, see “Proposal One—Nominees for Election as Class I Directors at the Annual Meeting.”

J. Barton Kalsu has served as our Executive Vice President, Chief Financial Officer and Treasurer since April 2016. He served as our Executive Vice President, Finance and Chief Accounting Officer from October 2013 to April 2016 and served as our Chief Accountant and Senior Vice President, Finance, from November 2011 to October 2013. Mr. Kalsu joined the Company as Chief Accountant and Vice President, Finance in August 2007. Prior to joining the Company, Mr. Kalsu worked for JPMorgan Chase Bank as Vice President, Commercial Banking, from June 2005 until August 2007. From April 2002 until June 2005, Mr. Kalsu worked for Red Hat, Inc. as Senior Director of Finance. Mr. Kalsu previously served on the board of directors of EP Energy Corporation (NYSE: EPE) and Athlon Energy Inc. (Nasdaq: ATHL). He holds a B.S. in Accounting from Oklahoma State University.

Jason W. Bliss has served as our Executive Vice President, Chief Administrative Officer, General Counsel and Secretary since April 2021. Mr. Bliss previously served as our Executive Vice President, Corporate Development, General Counsel and Secretary from January 2020 to April 2021, Executive Vice President, General Counsel and Secretary from June 2016 to January 2020, Senior Vice President, General Counsel and Secretary from April 2016 to June 2016, Senior Vice President, Legal Operations and Corporate Development from October 2013 to April 2016, Vice President, Corporate Development from June 2012 to October 2013 and Assistant General Counsel from March 2008 to June 2012. Prior to joining the Company, Mr. Bliss was an associate at DLA Piper LLP (US) specializing in mergers and acquisitions, capital market transactions and technology licensing. Prior to DLA Piper, Mr. Bliss was a technology consultant with Accenture. Mr. Bliss earned a J.D. and an M.B.A. from Duke University and a B.S. in Engineering Science from the University of Virginia.

Rohini Kasturi joined the Company as Executive Vice President, Chief Product Officer in March 2021. Prior to joining the Company, Mr. Kasturi worked for Pulse Secure, as Chief Product and Development Officer, from Feb 2019 until Feb 2021. From Dec 2016 until May 2018, Mr. Kasturi worked for Veritas Technologies, LLC as Vice President of Cloud and Data Management Business Unit. From April 2014 until December 2016, Mr. Kasturi worked for Avni Networks, Inc., as Founder, President, Chief Executive Officer and Chief Technology Officer, prior to its acquisition by Veritas Technologies, LLC. Mr. Kasturi holds a bachelor’s degree in Computer Science and Engineering from Andhra University, India. He holds more than 20 patents in various technology areas.

Andrea Webb has served as our Chief Customer Officer since January 2021. Ms. Webb previously served as our Senior Vice President, Customer Retention and Renewal Sales from January 2019 to January 2021, Global Vice President Customer Retention and Renewal Sales from January 2017 to January 2019, Vice President Customer Retention and Renewal Sales January 2012 to January 2017, Director Customer and Business Operations January 2009 to January 2012, Sr. Manager Customer and Business Operations from January 2006 to January 2009 and Operations and Business Manager from 2002 to January 2006. Prior to joining the Company, Ms. Webb was a Senior Business Analyst for First Union, Default Services, where she managed the Default Services Portfolio, Reporting and Analyst teams.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis provides information regarding our compensation program, policies, and practices during 2021 and, as appropriate, any actions taken since the end of 2021 and prior to the filing of this proxy statement for the following named executive officers (our “NEOs”):

•Sudhakar Ramakrishna, our President and Chief Executive Officer (our “CEO”);

•J. Barton Kalsu, our Executive Vice President, Chief Financial Officer, and Treasurer;

•David Gardiner, our Executive Vice President, Chief Revenue Officer1;

•Jason W. Bliss, our Executive Vice President, Chief Administrative Officer and Secretary; and

•John Pagliuca, our former Executive Vice President and President, MSP.

During fiscal 2021, we had only five executive officers, one of whom resigned in connection with the Spin-Off (as defined below). Therefore, our NEOs for 2021 include our Chief Executive Officer, our Chief Financial Officer, our two other most highly compensated executive officers, as determined by reference to total compensation for 2021, who were serving as executive officers at the end of 2021 and one additional individual for whom disclosure would have been required but for the fact that he was not serving as an executive officer at the end of the last completed fiscal year.

Executive Transitions

Mr. Pagliuca, our former Executive Vice President and President, MSP, transferred to N-able as its President, Chief Executive Officer upon the completion of the Spin-Off (as described below) on July 19, 2021.

The following discussion and analysis of the compensation arrangements of the NEOs for 2021 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations, and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt in the future may differ materially from currently planned programs as summarized in this discussion.

Executive Summary

Who We Are

We are a leading provider of simple, powerful and secure information technology (“IT”) management software. Our solutions give organizations worldwide, regardless of type, size or complexity, the power to accelerate business transformation in today’s hybrid IT environments. We combine customer-driven products with an “inside first” sales model to grow our business while also generating significant cash flow.

2021 Business Developments

In August 2020, we announced that our Board of Directors had authorized us to explore a potential spin-off (the “Spin-Off”) of our managed service provider (“MSP”) business into a newly created and separately traded public company, N-able, Inc. (“N-able”). Our Board of Directors believed that spinning off MSP would enable us and N-able to more effectively pursue our distinct operating priorities and strategies and enable management of both companies to focus on unique opportunities for long-term growth and profitability. Our Board of Directors also believed that, if completed, the potential Spin-Off would enable stockholders to more clearly evaluate the performance and future potential of each business on a standalone basis, while allowing each to pursue its own distinct business strategy and capital allocation policy. As originally contemplated, the spun-off business would be run by Mr. Pagliuca, the president of SolarWinds MSP, and the SolarWinds MSP executive team and staff would remain in place. Following the announcement, our management team undertook significant due diligence to evaluate the potential Spin-Off, which required the final approval of our Board of Directors, and anticipated that if we proceeded with the Spin-Off, the transaction would not be expected to be completed earlier than the first fiscal quarter of 2021.

In mid-December 2020, we announced that we had been the victim of a cyberattack on our Orion Software Platform and internal systems (the “Cyber Incident”). We retained third-party cybersecurity experts to assist in an investigation of these matters and, given the highly sophisticated and targeted nature of the attack, began actively collaborating with our partners, vendors, and law enforcement and intelligence agencies around the world to investigate and remedy this incident. We also

1 Mr. Gardiner resigned as our Executive Vice President, Chief Revenue Officer, effective as of April 1, 2022.

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mobilized our incident response team and quickly shifted significant internal resources to investigate and remediate the vulnerability, including releasing hotfix updates to impacted customers that we believed would close the code vulnerability when implemented. Further, we took various measures to ensure our internal systems were secure.

While recognizing that the amount of time it would take for our investigative work to be complete given the incredible complexity of the Cyber Incident, we also continued to focus on our regular business operations, including progressing with the substantial work required to complete the Spin-Off and working to ensure a smooth CEO transition. We also continued to manage and monitor the impacts of the ongoing COVID-19 pandemic. On January 4, 2021, we welcomed Mr. Ramakrishna as our new CEO and on July 19, 2021, we completed the Spin-Off of the MSP business into a newly created and separately traded public company, N-able (with Mr. Pagliuca, one of our named executive officers transferring to N-able upon the completion of the Spin-Off). We also produced financial results above our public outlook for the year while managing the ongoing impact on our business of the Cyber Incident and Spin-Off.

Impact of Business Developments on our Executive Compensation Program

Given the impact of the Cyber Incident on our Company, including the uncertainty that it was likely to have on our financial results. the impact of the transition to our new CEO, the ongoing impacts of the COVID-19 pandemic, as well as the changes in our business anticipated in connection with the Spin-Off, following consultation with our Board of Directors, in February 2021 the compensation committee determined that it would be extremely challenging to select appropriate performance measures and realistic target levels for our incentive compensation plans for 2021. Our Board of Directors had no visibility into the likely adverse effect that the Cyber Incident, the CEO transition and the ongoing COVID-19 pandemic would have on our business and financial performance for the year.

Consequently, the compensation committee decided to approve certain changes to the design of our executive compensation for 2021, including the use of discretionary annual cash bonuses and time-based equity awards as described below.

2021 Executive Compensation Actions

In light of the Cyber Incident, the transition to our new CEO and the changes in our business anticipated in connection with the Spin-Off, the compensation committee's key compensation actions and decisions for our NEOs for 2021 were as follows:

•Annual Base Salary – Maintained the annual base salaries of our NEOs at their 2020 levels.

•Annual Cash Incentives – In lieu of an annual executive bonus plan, paid a discretionary bonus to our CEO in the amount of $743,836 and to each of our other then-serving NEOs in amounts ranging from $336,000 to $440,000 after considering their performance for the year, including their responses in addressing the Cyber Incident and managing our business in the period leading up to and following the Spin-Off.

•Equity Awards – Took the following actions with respect to equity awards in March 2021:

◦Other than with respect to Mr. Pagliuca, granted RSU awards under the 2018 Plan in amounts ranging from 233,635 shares to 259,594 shares to our NEOs (other than our CEO) and an RSU award in the amount of 363,432 shares to our CEO that could be earned over a four-year time-based vesting schedule under the 2018 Plan (each as adjusted to reflect the Spin-Off, Reverse Split and Special Dividend as described elsewhere in this proxy statement); and

◦Pursuant to the terms of the 2018 Plan, equitably adjusted all equity awards to reflect the Spin-Off, the Reverse Split and the Special Dividend, each as described below.

◦Amendment of CEO Employment Agreement to Set RSU Award Value – On January 4, 2021, amended our CEO’s Employment Agreement to provide that the value of the initial RSU award to be granted to him in connection with his appointment as CEO would be based on the closing price of our common stock as of the last trading day prior to his employment start date of January 4, 2021.

◦Amendment of CEO Employment Agreement to Convert Potential PSU Award to RSU Award – On March 9, 2021, in order to provide additional incentive to our CEO and as a result of the inability to set incentive plan performance metrics for the year, amended our CEO’s Employment Agreement to provide that, in lieu of the initial grant of a PSU award with an aggregate grant date fair value of $3.5 million, he would receive a grant of an RSU award covering that number of units (with each unit equal to one share of our common stock) with an aggregate grant date fair value of $7 million, which award was granted by the compensation committee on March 9, 2021 and which vests as to 25% of the units subject to the award on February 15, 2022 and thereafter as to

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6.25% of the units subject to the award each quarter thereafter, contingent on his continuing employment through each vesting date.

Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2021 annual meeting of stockholders, we conducted a non-binding stockholder advisory vote on the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote). Our stockholders approved the Say-on-Pay proposal with approximately 88.4% of the votes cast in favor of the proposal. We believe this result demonstrates that our stockholders are generally supportive of our executive compensation program. Other than as described in “Executive Compensation—2021 Executive Compensation Actions” above, we did not make any substantive changes to such programs in 2021.

Overview of Executive Compensation Program

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. Additionally, we strive to align pay with 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.

The following key principles guide our compensation decision-making and program design, although these principles were adjusted temporarily in 2021 in response to the impact of the Cyber Incident generally, the impact of the transition to our new CEO and the changes to our business as a result of the Spin-Off:


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 components. A majority of our executive compensation program is performance-based and “at-risk,” or otherwise focused on the long-term, which we believe aligns our executive officers’ interests with those of our stockholders. The compensation committee determined to adjust this balance in 2021 with respect to our incentive compensation components in response to the lack of visibility into our financial results for the year because of the impact of the Cyber Incident, the impact of the transition to our new CEO and the changes in our business anticipated in connection with the Spin-Off.
Pay for Performance						In a typical year, 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 our operational goals.
Stockholder Alignment						In a typical year, 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 and drive the creation of long-term stockholder value.
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 (although, as explained above, this combination was adjusted for 2021 in response to the Cyber Incident, the transition to our new CEO and the uncertainty on our business of the impact of the Spin-Off).
Manage Compensation Risk						We set incentive goals in such a way as to discourage excessive risk taking and avoid placing too much emphasis on any one metric or performance time horizon.

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Executive Compensation Program

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, primarily through cash base salaries, annual cash incentives, long-term incentives in the form of equity awards and broad-based health and welfare benefits. The following table provides information regarding the elements of our executive compensation program for 2021, including the modifications made by the compensation committee to our short-term and long-term incentive compensation arrangements in response to the Cyber Incident, the CEO transition and the Spin-Off.

Cash Compensation

Equity Compensation

Other

Base Salary

Executive Bonus Plan

Performance Stock Units

Restricted Stock Units

Broad-Based Benefits

Primary Purpose

Attraction and Retention

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

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

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

---

Recipients

All NEOs

Reviewed

Annually

Grant Date

---

First Quarter for Current Year

---

Payment Date

Ongoing

First Quarter of Next Fiscal Year

N/A

Vesting over
Four Years

Ongoing

Fixed or At-Risk

Fixed

Variable or At-Risk

Fixed

Performance Period

---

One Year

---

Performance Basis

Compensation committee judgment

As a result of the Cyber Incident, the CEO transition and the Spin-Off, bonus reviewed at the discretion of the compensation committee based on the year-end financial results

As a result of the Cyber Incident, the CEO transition and the Spin-Off, did not grant PSUs

Subject to stock price fluctuations

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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 2021:

What We Do

What We Don't Do

Pay for performance through incentives based on Company performance

Guarantee base annual 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

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What We Do

What We Don't Do

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 in any new compensation arrangements

Provide pension arrangements or separate executive retirement plans

Maintain stock ownership guidelines

Compensation Decision Making Process

We believe the best way to align executive and stockholder interests is through compensation programs 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, Boro and Hao served on the compensation committee during 2021. Ms. Benko joined our compensation committee on November 18, 2021. See “Corporate Governance—Committees of Our Board of Directors—Compensation Committee” for more information regarding the compensation committee.

Role of Management

In 2021, our CEO provided recommendations on compensation for our executive officers, and also provided input requested by the compensation committee regarding his own compensation. Mr. Ramakrishna and the compensation committee, based on their respective assessments of the market data provided by the compensation committee's compensation consultant, Compensia, and competitive market dynamics, exercised judgment to recommend and set target total direct compensation for our executive officers that is competitive and internally equitable within our existing executive team. In making these recommendations, Mr. Ramakrishna considered the total compensation that would be necessary to retain these executive officers and provide them with the appropriate incentives to drive growth in the value of our business, including in light of the Spin-Off of N-able. In approving these arrangements, the members of the compensation committee relied on their experience and judgment, and that of Mr. Ramakrishna, and reviewed his recommendations to ensure the compensation packages were appropriate based on each executive officer’s title, position, role and responsibilities. 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 was not present during any deliberations related to his own compensation.

Our Executive Vice President, Chief Financial Officer and Executive Vice President, Chief Administrative Officer and Secretary also attended certain meetings of the compensation committee related to 2021 executive compensation but were not present during any deliberations related to their own compensation.

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 2021, the compensation committee engaged Compensia, a national 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. The competitive market data 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 establishing practices as a publicly traded company and 2021 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.

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Components of Our Executive Compensation Program

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 components because we believe that each component is useful in achieving one or more of the objectives of our program, and that all components together have been and will continue to be effective in achieving our overall objectives. The compensation committee may make adjustments to 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 component is dependent on the other components. We consider every component of compensation, both potential and realized, when determining the amount of each component of compensation.

Each component is described in more detail below.

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 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 plan; a competitive market analysis prepared by our compensation consultant; 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 (except with respect to his own base salary).

In February 2021, the compensation committee determined, in light of the uncertainty associated with the Cyber Incident and the pending Spin-Off, not to increase the annual base salaries for our NEOs. The following table shows the 2021 annual base salaries for our NEOs.


Named Executive Officer	2020 Base Salary		2021 Base Salary		Percent Increase
Mr. Ramakrishna	$	—	$	750,000	N/A
Mr. Kalsu	$	440,000	$	440,000	—	%
Mr. Gardiner	$	440,000	$	440,000	—	%
Mr. Bliss	$	420,000	$	420,000	—	%
Mr. Pagliuca	$	420,000	$	420,000	—	%

The actual base salaries paid to our NEOs in 2021 are set forth in the “Executive Compensation Tables—2021 Summary Compensation Table” below.

Annual Cash Incentives

Generally, each year we provide our NEOs with the opportunity to participate in an Executive Bonus Plan under which they are eligible to receive cash incentives for the achievement of certain pre-established corporate performance objectives which are consistent with our annual operating plan. To be eligible to receive an annual cash incentive payment, an NEO must be employed by us through December 31, 2021, and remain an employee through the time of the bonus payment.

However, in view of the Cyber Incident and the uncertainty that it was likely to have on our financial results for 2021, the transition to our new CEO, as well as the changes in our business anticipated in connection with the Spin-Off, the compensation committee determined in February 2021 that it did not have adequate visibility into the Company’s expected financial performance for the year that would enable it to select reasonable, yet rigorous performance metrics and related target levels for purposes of an Executive Bonus Plan in 2021. While the compensation committee reserved the discretion to modify performance metrics and related target levels during the year, make adjustments for fundamental changes to our business which impacted the selected performance metrics, and to exercise discretion on final payout amounts, it determined that, for 2021, in lieu of a 2021 Executive Bonus Plan, the fairest way to provide annual cash incentive opportunities to our NEOs was to wait until after the end of the year when it could review our overall financial results and assess the individual performance of each NEO and whether annual cash incentive payments (if any) should be made to our NEOs and, if so, the amount of such payments. The compensation committee was also aware that, pursuant to the terms of his Employment Agreement, our CEO was guaranteed a minimum annual bonus of 100% of his annual base salary of $750,000 (with the potential for a payment up to 150% of this amount for exceptional achievement).

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Target Annual Cash Incentive Opportunities

In a typical year, the compensation committee would review the target annual cash incentive opportunities (expressed as a percentage of base salary) of each of our NEOs and, after considering a number of factors, including 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, determine their target annual cash incentive opportunities for the current year. After assessing the overall financial results of the Company and the individual performance of each NEO, and given the impacts to the Company resulting from the Cyber Incident, as well as the pending Spin-Off, the compensation committee determined to maintain the target annual cash incentive opportunities for our NEOs at their 2020 levels or, in the case of our CEO, as set forth in his Employment Agreement. Accordingly, the target annual cash incentive opportunities of our NEOs for 2021 were as follows:


Named Executive Officer	2021 Target Annual Cash Incentive Opportunity (as a percentage of base salary)		2021 Target Annual Cash Incentive Opportunity ($)
Mr. Ramakrishna	100	%	750,000
Mr. Kalsu	80	%	352,000
Mr. Gardiner	100	%	440,000
Mr. Bliss	80	%	336,000
Mr. Pagliuca	80	%	336,000

Annual Award Decisions

In February 2022, the compensation committee evaluated our corporate performance during 2021 and determined the amount of the annual cash incentive payments to be made to our executive officers, including our NEOs, for 2021. In making these determinations, the compensation committee reviewed the performance of our executive team as a whole (including our NEOs) and evaluated our financial and operational performance achievements for the year. Our CEO reviewed the performance accomplishments of our executive officers as a whole (including our NEOs) as well as the achievement of various corporate performance objectives in an unusual and challenging year. He then formulated a recommendation that all executive officers (including our NEOs) be paid at 100% achievement of target opportunity (not distinguishing among payout levels for each individual) for each such executive officer’s annual cash incentive payment for consideration by the compensation committee. In the case of our CEO, the compensation committee evaluated our financial and operational performance for 2021, as well as his strong leadership throughout the year, and determined an annual cash incentive payment for him.

In making decisions about the annual cash incentive payments for our NEOs, the members of the compensation committee considered the same factors described above. These factors provided the framework for the decision-making regarding the annual cash incentive payments for the NEOs as a group. No single factor was determinative in determining the payment levels, nor was the impact of any individual factor on the determination of payment levels quantifiable. Based on these assessments, the compensation committee exercised its discretion to make the following annual cash incentive payments to our NEOs then serving as employees of the Company:


Named Executive Officer	Target Annual Bonus Percent		Pro-Rated Annual Cash Incentive Target	Actual Annual Cash Incentive Payment
Mr. Ramakrishna	100	%	$750,000	$743,836(1)
Mr. Kalsu	80	%	$352,000	$352,000
Mr. Gardner	100	%	$440,000	$440,000
Mr. Bliss	80	%	$336,000	$336,000

(1) Pro-rated to reflect his actual employment during 2021.

Transaction Bonuses

As previously disclosed, in November 2020, in connection with the Spin-Off, the compensation committee approved cash bonuses for certain executive officers in recognition of their significant efforts on this potential transaction. Mr. Bliss was awarded a bonus in the amount of $110,000, and Mr. Kalsu was awarded a bonus of $96,000. Half of these amounts were paid to Messrs. Bliss and Kalsu on November 30, 2020 with the remaining half paid on May 31, 2021.

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The cash bonus payments made to our NEOs for 2021 are set forth in the "Executive Compensation Tables—2021 Summary Compensation Table" below in the column titled “Bonus.”

Long-Term Incentive Compensation

We use long-term incentive compensation in the form of equity awards to align the interests of our executive officers 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 historically have been 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 with the value of the underlying shares varying with the market price of our common stock over the vesting period. During 2021, in light of the Cyber Incident, the CEO transition and Spin-Off of N-able, we did not grant any PSUs, although we intend to use PSUs as part of our long-term incentive compensation program in the future.

RSU awards are linked with stockholder value creation since the value of the RSU awards is dependent on our 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. Although we did not grant any PSUs awards in 2021, we expect future awards to our NEOs to continue to consist of a mix of PSU awards and RSU awards as measured by value, but not necessarily in the similar value amounts and equity mix as in prior years.

The compensation committee took the following actions with respect to equity awards in March 2021.

March 2021 Annual Equity Awards

In March 2021, the compensation committee determined to grant annual equity awards to our NEOs in the form of RSU awards pursuant to the 2018 Plan. In granting these equity awards, the compensation committee considered a number of factors, including: the impact of the Cyber Incident; the timing of the Spin-Off; 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 (except with respect to his own equity award).

The 2021 annual equity awards granted to our NEOs were as follows:


Named Executive Officer						RSU Award (number of shares)(1)
Mr. Ramakrishna(2)						363,432
Mr. Kalsu						233,635
Mr. Gardiner						259,594
Mr. Bliss						233,635
Mr. Pagliuca(3)						0

(1) The share numbers presented in the table above are adjusted to account for the Spin-Off, Reverse Split and Special Dividend adjustments. For more information regarding each of these adjustments, see “Compensation Discussion and Analysis—Components of our Equity Incentive Plan—2021 Equity Adjustments” below.

(2) Reflects Mr. Ramakrishna’s second RSU award, as set forth in his Employment Agreement, as amended.

(3) Mr. Pagliuca did not receive an annual equity award in light of his anticipated transition to the N-able business.

The RSU awards were to vest over four years, with 25% of the shares subject to the awards vesting on February 15, 2022, and 6.25% of the shares subject to the awards vesting per quarter over the following 12 quarters, subject to the NEO’s continued service through each applicable vesting date.

2021 Equity Adjustments

Spin-Off Adjustment

In connection with the Spin-Off of N-able, all of our outstanding equity awards were equitably adjusted to reflect the impact of the Spin-Off and preserve the value of the awards. The adjustments to each type of award outstanding pursuant to the

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SolarWinds 2018 Plan was determined in accordance with the terms of the employee matters agreement between SolarWinds and N-able. Outstanding SolarWinds RSU awards were adjusted by a conversion ratio of 1.5744 per 1 RSU then held, which was determined using a ratio of the closing trading price of our common stock on July 19, 2021 (the closing date of the Spin-Off) divided by the average of the volume weighted average closing trading price of our common stock for each of the five consecutive trading days beginning on July 20, 2021. The vesting schedule for all outstanding awards was not impacted by the Spin-Off. Although the Spin-Off adjustment was a modification for accounting purposes, it did not result in the recognition of any incremental fair value on the date of the modification.

Reverse Stock Split

Effective as of July 30, 2021, we filed an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split (the “Reverse Split”) of the issued and outstanding shares of our common stock, at a ratio of one share for two shares. Pursuant to the SolarWinds 2018 Plan, all outstanding equity awards were adjusted to give effect to the Reverse Split.

Special Dividend Adjustment

On July 30, 2021, our Board of Directors declared a special cash dividend of $1.50 per share, after giving effect to the Reverse Split (the “Special Dividend”), which was paid on August 24, 2021 to stockholders of record at the close of business on August 9, 2021. In connection with the Special Dividend and in accordance with the terms of the 2018 Plan, all outstanding equity awards were equitably adjusted to reflect the impact of the Special Dividend and preserve the value of the awards. Outstanding RSUs awards were adjusted by a conversion ratio of 1.0862 per 1 RSU then held, which was determined using a ratio of the closing trading price of our common stock on August 9, 2021 divided by such closing trading price minus $1.50. The Special Dividend adjustment was a modification for accounting purposes and the incremental fair value on the date of the modification is included in the tables set forth below under “Executive Compensation Tables.”

Health and Welfare Benefits

Our executive officers are eligible to participate in our standard employee benefit plans, including medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, and any other employee benefit or insurance plan made available to similarly located employees. We believe these benefits are consistent with those offered by companies with which we compete for employees.

We maintain a Section 401(k) plan, which is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, or the Code. In general, all of our U.S. employees are eligible to participate in this plan. Participants in the Section 401(k) plan may elect to defer the lesser of 90% of their current compensation or the statutory limit, whichever is less, and contribute that amount to the Section 401(k) plan. In 2021, we matched a certain percentage of contributions made by all U.S. employees, including our NEOs. The matching contribution amounts to our NEOs are shown under “Executive Compensation Tables—2021 Summary Compensation Table” below in the column titled “All Other Compensation.”

We do not offer pension arrangements, nonqualified deferred compensation plans, or other arrangements or significant perquisites to executive officers, outside of arrangements that may be provided to an individual working on assignment at the request of the company.

Employment Agreements

We have entered into written employment agreements with each of our NEOs. Each of these letters provides for “at will” employment, meaning that either we or the NEO may terminate the employment relationship at any time without cause. In addition, each of these agreements required the NEO to execute our standard Employee Proprietary Information and Arbitration Agreement. For detailed descriptions of these employment agreements with our NEOs, see “Executive Compensation Tables—Potential Payments Upon Change in Control” below.

Post-Employment Compe

SEC Form DEF 14A filed by SolarWinds Corporation