swi-20240411

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

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SOLARWINDS CORPORATION

(Name of Registrant as Specified In Its Charter)

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Dear Stockholders:

2023 was a positive year for us in a tough macro environment. Our mission of helping customers accelerate their business transformations in an increasingly hybrid world through our simple, powerful, secure solutions has served us well and has enabled us to participate in a growing market.

Strong financial performance and foundation

Our 2023 financial performance was a testament to the relevance of our solutions and the resiliency of our business model. We increased our recurring revenue, continued to maintain strong margins and excellent customer retention, and delivered compelling product and service offerings, introducing new capabilities in observability, database, and enterprise service management solutions. These solutions aim to reduce complexity, improve productivity, and lower costs in customer’s multi-cloud and hybrid environments. We believe our efforts in 2023 serve as a strong foundation from which we can continue to deliver customer success and growth in our business.

Macro challenges persist but we are committed to our purpose

Despite the continuing war in Europe, conflict in the Middle East, emerging pressures in energy and infrastructure as cloud migrations and artificial intelligence (AI) demand accelerate, increasingly stringent regulations across industries, security professional shortages, and continued human capital pressures, we remained resolute in our purpose of enriching the lives of the people we serve—our employees, customers, partners, and community.

As we celebrate 25 years at SolarWinds, we see these challenges as opportunities to provide greater value to our customers. We continue to hear from customers of their needs to have greater visibility in hybrid and multi-cloud environments, faster time to detect and resolve issues all while reducing their costs. While there are different observability solutions rooted in various vendors’ legacy (APM, logging, infrastructure etc.) offerings, customers need full-stack observability and enterprise service management to experience best time to value (TTV), time to detect (TTD) and time to remediate (TTR) issues. Our solutions are intended to address our customers’ growing and complex needs with simple, powerful, secure solutions.

Accelerating SolarWinds platform and solution capabilities

The SolarWinds Platform is the basis for all innovation at SolarWinds. Following the launch of our observability offerings in 2022, we continued to enhance and enrich with AI and machine learning (ML). Our approach aims to deliver integrated visibility regardless of deployment model—while helping prevent potential issues from ever becoming problems. We aim to deliver the best time to value while reducing the time to detect and remediate issues with simple and advanced AI-powered solutions.

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

The SolarWinds Platform is also the foundation for our world-class database performance monitoring and enterprise service management solutions. By unifying observability, database performance, and service management on the SolarWinds Platform, we believe we are establishing a strong foundation to deliver great customer value for years to come.

Customer centricity and community

Since our beginning a quarter of a century ago, we have remained committed to open and ongoing communication with our customers. Whether by engaging with them in our THWACK community of more than 195,000 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 continue to power the products we build, the innovations we deliver, and the successes we achieve.

As part of our ongoing efforts to achieve an even stronger growth and profitability profile, we expect to take the following actions in 2024:

•Accelerate our observability offerings to provide world-class flexibility and value to customers seeking to close visibility gaps across their hybrid infrastructure;

•Continue our focus on customer success and retention;

•Streamline our unique high-velocity GTM motion while continuing to expand and nurture our enterprise and partner (channels, GSIs, MSPs, CSPs) motions.

•Continue our Secure-by-Design (SBD) initiatives that we launched in 2021 and proliferate best practices in support of our customers and broader communities;

•Continue our People Success initiatives to attract and nurture talent to help accelerate business growth; and

•Continue balancing growth and profitability.

Well-positioned to capture future growth opportunities

As we look to 2024, we believe our customers’ environments will only continue to deepen in complexity while their budgets fail to keep pace. Customers crave value from solutions designed to improve their productivity, lower their costs, and do so securely. We believe we are the best suited to offer them the most comprehensive solutions to achieve these goals while targeting strong growth across all financial metrics.

Every day, our dedicated and talented team works to provide customers with simple, powerful, secure solutions to address the challenges of today’s hybrid and multi-cloud world. I remain very optimistic about our future.

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 23, 2024

To the Stockholders of SolarWinds Corporation:

The annual meeting of stockholders for SolarWinds Corporation will be held on Thursday, May 23, 2024 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/SWI2024 and entering the company number and control number included on your proxy card or in the instructions that accompany your proxy materials.

The purposes of the meeting are:


1.			To elect three Class III directors named in the accompanying proxy statement (Proposal One);
2.			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal Two);
3.			To vote on a non-binding advisory basis to approve the compensation of our named executive officers (Proposal Three); 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 28, 2024 as the record date for determining holders of our common stock entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof. This notice of annual meeting of stockholders and accompanying proxy statement are being distributed or made available to stockholders beginning on or about April 11, 2024.

YOUR VOTE IS IMPORTANT!

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


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23, 2024 AT 9:00 A.M. CENTRAL TIME IN A LIVE WEBCAST AT www.virtualshareholdermeeting.com/SWI2024: THIS PROXY STATEMENT AND 2023 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 11, 2024

SolarWinds Corporation

Proxy Statement

For the Annual Meeting of Stockholders

To Be Held on May 23, 2024

TABLE OF CONTENTS


QUESTIONS AND ANSWERS			1
PROPOSAL ONE: ELECTION OF DIRECTORS			8
Nominees for Election as Class I I I Directors at the Annual Meeting			9
Continuing Directors Not Standing for Election			11
Required Vote and Recommendation of the Board for Proposal One			15
COMMITMENT TO SUSTAINABILITY			16
Environmental Responsibility			16
Social Impact			17
ESG Governance			18
CORPORATE GOVERNANCE			20
Board of Directors			20
Certain Sponsor Rights			20
Board Leadership			20
Risk Oversight			21
Committees of Our Board of Directors			21
Director Independence			24
Communications to the Board of Directors			24
Director Nomination Procedures			24
Board and Annual Meetings Attendance			25
Compensation Committee Interlocks and Insider Participation			25
Code of Business Ethics and Conduct			26
DIRECTOR COMPENSATION			27
202 3 Director Compensation Table			27
Narrative Disclosure to Director Compensation Table			27
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			30
Audit and Non-Audit Fees			30
Pre-Approval of Audit and Non-Audit Services			30
Required Vote and Recommendation of the Board for Proposal Two			31
REPORT OF THE AUDIT COMMITTEE			32
PROPOSAL THREE: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			33
Required Vote and Recommendation of the Board for Proposal Three			33
EXECUTIVE OFFICERS			34
Delinquent Section 16(a) Reports			35
EXECUTIVE COMPENSATION			36
Compensation Discussion and Analysis			36
Executive Summary			36


Overview of Executive Compensation Program			38
Compensation Decision Making Process			39
Elements of Our Executive Compensation Program			41
Employment Agreements			47
Other Compensation Policies			48
Compensation Policies and Practices and Our Risk Management			49
Tax and Accounting Considerations			49
REPORT OF THE COMPENSATION COMMITTEE			50
EXECUTIVE COMPENSATION TABLES			51
202 3 Summary Compensation Table			51
202 3 Grants of Plan-Based Awards Table			52
Narrative Disclosure to 202 3 Summary Compensation Table and 202 3 Grants of Plan-Based Awards Table			53
202 3 Outstanding Equity Awards at Fiscal Year End Table			53
202 3 Option Exercises and Stock Vested Table			55
Potential Payments upon Termination or Change in Control			55
CEO Pay Ratio			58
Pay versus Performance			59
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			67
Spin-Off Agreements			67
Registration Rights			68
Stockholders' Agreement			68
Limitations of Liability; Indemnification of Directors and Officers			69
Indemnity Agreements			70
Policies and Procedures for Related Party Transactions			70
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			71
EQUITY COMPENSATION PLAN INFORMATION			73
OTHER MATTERS			74


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 from 2011 to 2018, Ms. Benko was previously Deloitte Consulting’s first global e-Business leader from 2003 to 2009, and first Chief Talent Officer from 2006 to 2010, 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.


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.


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.


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 July 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 previously 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.


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 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.


Director Since: 2016						Career Highlights Kenneth Y. Hao has served on our Board since February 2016. Mr. Hao joined Silver Lake in 2000 and is its Chairman and a Managing Partner, a position he has held since 2019. 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 on the board of directors of Broadcom Inc. (Nasdaq: AVGO) and previously served on the board of Splunk Inc. prior to its acquisition by Cisco Systems, Inc. in March 2024. 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 UTR Sports. 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.


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.


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.


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.


Our Board recommends that you vote FOR Ms. Benko and Messrs. Howard and Smith.


We routinely engage with our stakeholders 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.