swi-20230412

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 Stockholders:

2022 presented a challenging environment for us and our customers—including the uncertainty of the ongoing war in Europe, the looming threat of continued inflation, supply chain shortages, increasingly stringent regulations across industries, and the flight to quality and its wide-ranging market effects. Throughout these difficult conditions, we remained steadfast in our purpose of enriching the lives of the people we serve—our employees, customers, partners, and community. Our focused mission of helping customers accelerate their business transformations in an increasingly multi-cloud world with our simple, powerful, and secure solutions has served us well and has enabled us to participate in a growing market.

And as we understand all too well, the security threats facing organizations today continue to increase as threat landscapes continue to expand. Not only does the rise of distributed architectures and equally distributed workforces uplevel the complexity today’s enterprises and teams must manage, but it also demands security and continuity to be prioritized.

At SolarWinds, we see these challenges as opportunities to provide greater value to our customers. As we noted last year, customer conversations have expanded from maintaining highly performant infrastructures to preventing disruption to business-critical services, which we believe both validates our ongoing evolution to observability and beyond and underscores the need for solutions powered by artificial intelligence (AI) and machine learning (ML), to prevent these potential issues from ever becoming problems.

In 2022, we launched both the self-hosted Hybrid Cloud Observability (in April) and the cloud-native SolarWinds Observability (in October) available as-a-Service (SaaS), hosted on Azure and AWS. These two expressions of the SolarWinds Platform are built on our battle-tested and secure software development platform.

Beyond delivering a modern and more complete definition of observability in the market, we’ve added flexibility in deployment, so we can meet our customers wherever they are today and support them as their needs change—without the need to rip and replace or re-platform. This flexibility allows customers to future-proof their observability investments while consolidating fragmented tools and vendors on a platform built to take them where they need to grow.

The SolarWinds Platform is also the foundation for our world-class database performance monitoring and service management solutions. Observability, service management, and database performance monitoring are complementary markets and by unifying them on the SolarWinds Platform, we believe we deliver the best time to value, reducing time to detect and remediate issues with simple and advanced AI-powered solutions.

As we have done since our inception, we remain committed to open and ongoing communication with SolarWinds customers. Whether by engaging with them in our THWACK community of more than 180,000 registered members, meeting with them at industry events and SolarWinds User Groups (SWUGs), or chatting in one of our SolarWinds Day virtual events or at THWACKcamp, the conversations we have with our users power the products we build, the innovations we progress, and the successes we achieve.

We remain committed to practicing our guiding principles of humility, ownership, transparency, focused action, and a bias toward customer success at SolarWinds and as we do, we believe our trajectory continues to strengthen. As part of our ongoing efforts to position SolarWinds for the future and balance growth with profitability, we expect to take the following actions in 2023:

•Enhance and expand our broad and deep product portfolio offerings to meet the increasing pressures on organizations of all sizes to succeed in today’s hybrid IT realities with flexible deployments (cloud, SaaS, self-hosted), which we believe will drive a greater subscription mix;

•Further intensify our customer success efforts and our team’s ability to land new customers, engage them for deeper adoption, encourage expansion throughout organizations, and improve retention over time;

•Continue to leverage our high-velocity and account-based marketing (ABM) go-to-market models while continuing to expand the enterprise, channel, global systems integrator (GSI), and managed service provider (MSP) motions we’ve nurtured over the past year; and

•Evaluate selectively expanding via inorganic investments both to round out our portfolio and to enhance our ability to capture market opportunities faster.

As we look to 2023, we believe customer environments will only continue to grow in complexity, while budgets will remain constrained. Customers will value solutions designed to improve their productivity, lower their costs, and do so securely. We believe we are most suited to offer them the most comprehensive solutions platform to achieve these goals while targeting strong growth, profitability and cash flows.

Every day, the dedicated and talented team here at SolarWinds works to deliver the results and momentum needed to drive the business forward and to provide customers with simple, powerful, and secure solutions to the challenges of today’s hybrid IT world. We thank you for your continued support of SolarWinds.

Sudhakar Ramakrishna

SolarWinds Corporation

7171 Southwest Parkway

Building 400

Austin, Texas 78735

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 25, 2023

To the Stockholders of SolarWinds Corporation:

The annual meeting of stockholders for SolarWinds Corporation will be held on Thursday, May 25, 2023 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/SWI2023 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

The purposes of the meeting are:


1.			To elect three Class II 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, 2023 (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, 2023 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 13, 2023.

YOUR VOTE IS IMPORTANT!

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


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2023 AT 9:00 A.M. CENTRAL TIME IN A LIVE WEBCAST AT www.virtualshareholdermeeting.com/SWI2023: THIS PROXY STATEMENT AND 2022 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 13, 2023

SolarWinds Corporation

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on May 25, 2023

TABLE OF CONTENTS


QUESTIONS AND ANSWERS			1
PROPOSAL ONE: ELECTION OF DIRECTORS			7
Nominees for Election as Class II Directors at the Annual Meeting			8
Continuing Directors Not Standing for Election			9
Required Vote and Recommendation of the Board for Proposal One			13
COMMITMENT TO SUSTAINABILITY			14
Environmental Responsibility			14
Social Impact			14
ESG Governance			15
CORPORATE GOVERNANCE			17
Board of Directors			17
Certain Sponsor Rights			17
Board Leadership			17
Risk Oversight			18
Committees of Our Board of Directors			18
Director Independence			20
Communications to the Board of Directors			20
Director Nomination Procedures			21
Board and Annual Meetings Attendance			21
Compensation Committee Interlocks and Insider Participation			22
Code of Business Ethics and Conduct			22
DIRECTOR COMPENSATION			23
2022 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
Delinquent Section 16(a) Reports			31
EXECUTIVE COMPENSATION			32
Compensation Discussion and Analysis			32
Executive Summary			32
Overview of Executive Compensation Program			33
Compensation Decision Making Process			35
Elements of Our Executive Compensation Program			35
Employment Agreements			40
Other Compensation Policies			41
Compensation Policies and Practices and Our Risk Management			42
Tax and Accounting Considerations			42
REPORT OF THE COMPENSATION COMMITTEE			43
EXECUTIVE COMPENSATION TABLES			44
2022 Summary Compensation Table			44
2022 Grants of Plan-Based Awards Table			45
Narrative Disclosure to 2022 Summary Compensation Table and 2022 Grants of Plan-Based Awards Table			46
2022 Outstanding Equity Awards at Fiscal Year End Table			47
2022 Option Exercises and Stock Vested Table			48
Potential Payments upon Termination or Change in Control			48


CEO Pay Ratio			51
Pay versus Performance			51
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			58
Spin-Off Agreements			58
Registration Rights			59
Stockholders' Agreement			59
Limitations of Liability; Indemnification of Directors and Officers			60
Indemnity Agreements			61
Policies and Procedures for Related Party Transactions			61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			62
EQUITY COMPENSATION PLAN INFORMATION			64
OTHER MATTERS			65

Table of Contents

SOLARWINDS CORPORATION

7171 Southwest Parkway

Building 400

Austin, Texas 78735

(512) 682-9300

PROXY STATEMENT

FOR THE

2023 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/SWI2023 on Thursday, May 25, 2023 at 9:00 a.m. Central Time. On April 13, 2023, 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, 2022, or the 2022 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 UGP, LLC, the ultimate general partner of the Thoma Bravo Funds, and, unless the context otherwise requires, its affiliated entities, including Thoma Bravo, L.P., the management company of the Thoma Bravo Funds. The term “Sponsors” refers collectively to Silver Lake and Thoma Bravo, together with the Silver Lake Funds and the Thoma Bravo Funds.

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/SWI2023) 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 2022 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 25, 2023 at 9:00 a.m. Central Time, through a live webcast on the website www.virtualshareholdermeeting.com/SWI2023. 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, we believe that hosting a virtual meeting is in the best interests of the Company and its

Table of Contents

stockholders since it 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, 2023 are entitled to vote. We refer to March 31, 2023 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 163,666,768 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/SWI2023. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your broker, bank or other holder of record.

How do I vote?

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

•By Internet. To vote by proxy through the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 24, 2023, the day prior to the annual meeting.

•By telephone. To vote by proxy over the telephone, dial toll-free, 1-800-690-6903, using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number included on the enclosed proxy card. To be counted, we must receive your vote by 11:59 p.m. Eastern Time on May 24, 2023, the day prior to the annual meeting.

•By mail. To vote using the enclosed proxy card, simply complete, sign, date, and return it promptly in the envelope provided. To be counted, we must receive your signed proxy card by 11:59 p.m. Eastern Time on May 24, 2023, 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/SWI2023. 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.

Table of Contents

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/SWI2023. 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 three Class II directors nominated by the Board and named in the proxy statement to serve a term of three years until our 2026 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, 2023 (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

Table of Contents

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

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

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

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

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

•designate a substitute nominee.

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

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

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

•vote FOR the proposal;

•vote AGAINST the proposal; or

•ABSTAIN from voting on the proposal.

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

How 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.

Table of Contents

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 2022 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 2022 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 2022 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.

Table of Contents

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 2022 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 2024 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 2024 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, 2023. Stockholder proposals received after the close of business on December 15, 2023 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 2024 annual meeting.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 26, 2024, which is 60 days prior to the anniversary date of the annual meeting of stockholders.

Requirements for Stockholder Proposals or Director Nominations to Be Brought Before the 2024 Annual Meeting of Stockholders. Notice of any proposal or director nomination that you intend to present at the 2024 annual meeting of stockholders, but do not intend to have included in the proxy statement and form of proxy relating to the 2024 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 2023 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 2024 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 in writing and sent to SolarWinds Corporation, 7171 Southwest Parkway, Building 400, Austin, Texas 78735, Attention: Corporate Secretary.

Table of Contents

PROPOSAL ONE: ELECTION OF DIRECTORS

Our Board is currently comprised of nine directors and is divided into three classes with staggered three-year terms. The Board currently has three directors in Class I, three directors in Class II and three directors in Class III. The term of office of our Class II directors, Catherine R. Kinney, Easwaran Sundaram and Michael Widmann, will expire at this year’s annual meeting of stockholders. Each of our current Class II directors is standing for election. The term of office of our Class III directors, Cathleen Benko, Dennis Howard and Douglas Smith, will expire at the 2024 annual meeting. The term of office of our Class I directors, Sudhakar Ramakrishna, William Bock and Kenneth Y. Hao, will expire at the 2025 annual meeting. There are no family relationships between any of our directors or executive officers.

Table of Contents

Nominees for Election as Class II Directors at the Annual Meeting

Listed below are this year’s nominees for election to the Board as Class II 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 2026 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

Catherine R. Kinney

Director

October 2018

Easwaran Sundaram

Director

February 2020

Michael Widmann

Director

February 2020

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) and MSCI Inc. (NYSE: MSCI). Ms. Kinney previously served as a director of NetSuite Inc. and QTS Realty Trust, Inc. 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.

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 from 2017 to February 2021 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.

Table of Contents

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.

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

Dennis Howard

Director

September 2020

Douglas Smith

Director

May 2021

Sudhakar Ramakrishna

President, Chief Executive Officer and Director

December 2020

William Bock

Director

October 2018

Kenneth Y. Hao

Director

February 2016

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) 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, Santa Clara University’s Markkula Center for Applied Ethics, 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.

Table of Contents

DENNIS HOWARD | Managing Director 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.

Table of Contents

Class I Directors (Terms Expire in 2025)

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. Prior to becoming our CEO, Mr. Ramakrishna 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 perviously served on the board of directors of SailPoint Technologies Holdings, Inc. until it was taken private in August 2022. 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 our 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 board of directors of Silicon Labs and serves as board chairman of N-able, Inc. (NYSE: NABL). He previously served on the boards of directors of Convio, Inc., Entropic Communications, Inc. and Borderfree, Inc. Mr. Bock also serves on the board of directors of Sailpoint Technologies Holdings, Inc. which was taken private in August 2022. 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.

Table of Contents

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, ServiceMax, Smart Global Holdings, Symantec/NortonLifeLock and UGS (acquired by Siemens). Mr. Hao currently serves as a director on the board of portfolio company 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.

Table of Contents

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, Catherine R. Kinney, Easwaran Sundaram and Michael Widmann as nominees for election as Class II directors at the annual meeting. If elected, Ms. Kinney and Messrs. Sundaram and Widmann will serve as Class II directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.


Our Board recommends that you vote FOR Ms. Kinney and Messrs. Sundaram and Widmann.

Table of Contents

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 serving our 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.

Our executive leadership team and our Board 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. In 2022, we continued to further evolve our strategy with ongoing review and analysis of areas of ESG improvement within the organization. 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. Further, water management is a priority for SolarWinds, since water is becoming a scarce resource in many locations around the globe. Beyond compliance with local water laws and regulations, our offices have demonstrated a commitment to water efficiency and conservation by utilizing hands-free faucets, toilets and water fill stations to limit water usage, among other methods.

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.

Table of Contents

We continue to transform and modernize our culture and talent management by implementing human capital management (“HCM”) reporting and practices enabling our 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.

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 health and welfare 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.

Inclusion and Belonging

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. We conduct engagement surveys with our employees, who we refer to as Solarians, to elicit feedback, address unique need of our Solarians and develop action plans for continuous improvement in all areas of employment, including career development plans.

Inclusion and belonging is core to our CARE values and purpose and important to who we are as a Company. It helps us to bring diverse perspectives to create enriching experience for our communities. Thus, in 2022, we formalized our Inclusion and Belonging approach which focuses on inclusion first, fostering a sense of belonging, and improving diverse representation. To advance our objectives, we have increased the availability of training on topics such as anti-harassment, anti-discrimination and unconscious bias. In 2022, we engaged more than 1,000 Solarians in the Inclusion and Belonging (I&B) conversation to foster the culture of inclusion, enhanced engagement in our five I&B Solarian communities, expanded benefits for women and LGBTQ+ Solarians and collaborated with external partners and job boards to source diverse talent, thus improving our diverse representation and “Inclusion Score” in our employee engagement survey. Employees also 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. 2022 highlights include:

• SolarService Days provided the community with 1,973 hours of service;

•SolarWinds gave approximately $105,000 in matching donations;

•Our Dollar for Doer program helped raise approximately $277,000; and

•Continued support of many non-profits, including Geeks that Give platform that allows for donation matching of our employees’ donations to many local and international non-profits.

ESG Governance

Our Board 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 our 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. Our Supplier Code of Conduct adopted in 2022 promotes the fair and ethical treatment of suppliers, contractors, independent consultants, and other parties that SolarWinds works with through a set of guidelines focusing on social impact, equal opportunity, protection of the environment and proprietary information, and requires the protection of human rights. We have adopted a robust Technology and Cyber Committee Charter and Corporate Governance Guidelines, which are available on our website.

Table of Contents

Our internal cybersecurity 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 our Board. 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.

Secure by Design is our IT guiding principle for how we approach security and cyber resiliency. Consisting of several key tenets, we work to create a more secure environment and build a system centered around transparency and maximum visibility. Some of this principle’s highlights include developing a resilient build environment called our Next-Generation Build System; developing a community approach to support cyber resiliency; and going beyond zero trust with an “assume breach” mindset. Going forward, we will continue to 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.

Table of Contents

CORPORATE GOVERNANCE

Board of Directors

Our business and affairs are managed under the direction of our Board. Currently, our Board consists of nine directors, eight of whom qualify as “independent” under the listing standards of The New York Stock Exchange, or NYSE. The number of directors is fixed by our Board, subject to the terms of our third amended and restated certificate of incorporation, as amended, or charter, amended and restated bylaws, or bylaws, and amended and restated stockholders’ agreement dated October 18, 2018, as amended, or the stockholders’ agreement. Our charter, bylaws and stockholders’ agreement are available as exhibits to our 2022 Annual Report.

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, 2023, the Sponsors beneficially owned in the aggregate 68.17% 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.

Messrs. Hao, Smith and Widmann were elected as designees of affiliates of Silver Lake. Currently, the board seats for designees of affiliates of Thoma Bravo, as well as the director seat mutually designated by Silver Lake and Thoma Bravo, remain vacant. As disclosed in our Form 8-K filed on October 19, 2022, Messrs. Boro, Lines and Hoffmann, the designees of affiliates of Thoma Bravo, resigned on October 14, 2022. As of March 31, 2023, each of the Silver Lake Funds and the Thoma Bravo Funds and their co-investors, respectively, continued to own more than 20% of the aggregate number of then outstanding shares of common stock and, accordingly, retain their respective right to each nominate three directors under the stockholders’ agreement as well as their right to collectively nominate one mutual director. Of the Class II director nominees up for election at the annual meeting, Mr. Widmann is the designee of affiliates of Silver Lake.

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

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

Table of Contents

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 through our nominating and corporate governance committee, audit committee, compensation committee and technology and cybersecurity 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, discussing guidelines and policies to govern the process by which risk assessment and management is undertaken and handled. Our nominating and corporate governance committee also monitors and assesses the effectiveness of our corporate governance guidelines and reviews our corporate governance risks, including environmental, social and governance risks. Our audit committee receives reports from management, the internal audit team, and the Company’s independent registered public accounting firm relating to financial and other major risks, and also monitors the Company’s risk management policies and implementation. Our compensation committee monitors and evaluates whether any of our compensation policies and programs have the potential to encourage excessive or 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.

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. Mr.Widmann does not serve on any of our Board’s current committees.

Name

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Technology and Cybersecurity Committee

William Bock

Chair

Cathleen Benko

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

Table of Contents

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;

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

•reviewing and monitoring the quality of our risk management implementation and execution.

Compensation Committee

Our compensation committee currently consists of Messrs. Bock and Hao and Ms. Benko, and Mr. Bock currently serves as the chair of our compensation committee. Seth Boro, a member of our Board in 2022 until his resignation on October 14, 2022, served on our compensation committee in 2022 until October 14, 2022. 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 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;

•reviewing our overall compensation philosophy; and

•reviewing and discussing with management the risks associated with our compensation policies.

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.

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. 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;

•reviewing with management our corporate governance risks, including environmental, social and governance risks;

Table of Contents

•overseeing succession planning for our executive officers and Chief Executive Officer, and providing regular reports on the progress of succession planning to our 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 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 independence standards of the NYSE.

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

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

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

•reviewing periodically with management our disaster recovery capabilities;

•reviewing and providing oversight on our policies and procedures with respect to data privacy;

•reviewing with management our assessment of how our cybersecurity program aligns with industry frameworks and standards; 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, Hao, Howard, 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 each of Seth Boro, Michael Hoffmann and James Lines, who each served on our Board in 2022 until their respective resignation on October 14, 2022 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.”

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.

Table of Contents

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.

Board and Annual Meetings Attendance

During 2022, our Board held seven meetings, our audit committee held six meetings, our compensation committee held five meetings, our nominating and corporate governance committee held four meetings and our technology and cybersecurity committee held four meetings. During 2022, each current director attended at least 98% of the aggregate of the total number of Board and committee meetings held during the period of such member’s service.

Directors are encouraged, but not required, to attend our annual meeting of stockholders. All of our current directors attended our 2022 annual meeting of stockholders.

Table of Contents

Compensation Committee Interlocks and Insider Participation

Ms. Benko and Messrs. Bock, Boro and Hao served as members of the compensation committee in 2022. 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.

Table of Contents

DIRECTOR COMPENSATION

2022 Director Compensation Table

The following table provides information regarding the compensation paid to our non-employee directors for the fiscal year ended December 31, 2022.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation ($)	Total ($)
Cathleen Benko	58,750	209,999	—	268,749
William Bock	192,500	209,999	—	402,499
Seth Boro(3)	46,298	—	—	46,298
Kenneth Y. Hao	58,750	209,999	—	268,749
Michael Hoffmann(4)	39,402	—	—	39,402
Dennis Howard	67,500	209,999	—	277,499
Catherine R. Kinney	72,500	209,999	—	282,499
James Lines(5)	39,402	—	—	39,402
Douglas Smith	55,000	209,999	—	264,999
Easwaran Sundaram	77,500	209,999	—	287,499
Michael Widmann	50,000	209,999	—	259,999

________________

(1)The amounts reported 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, 2022 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.”