Independent
Tenure on this board
0.0 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; ratify PwC as independent auditors for 2026; and approve, on a non-binding advisory basis, named executive officer compensation (Say-on-Pay).
Elect three Class II directors — Michael Bingle, Darryl Lewis, and James Cameron McMartin — to serve three-year terms expiring at the 2029 annual meeting.
Ratify the audit committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
This management proposal asks stockholders to ratify the audit committee’s selection of PricewaterhouseCoopers LLP (PwC) as N‑able’s independent registered public accounting firm for fiscal year 2026. Management and the audit committee seek shareholder ratification as a matter of good corporate governance, to provide transparency and accountability regarding the external auditor choice, although such ratification is not legally required. The audit committee has primary responsibility for auditor selection and has pre‑approved the services PwC will provide; historical audit and non‑audit fees are disclosed. The board recommends a “FOR” vote and notes that if the appointment is not ratified the audit committee may reconsider the selection, and even if ratified the audit committee retains discretion to replace the auditor. Given that auditor ratifications are generally considered routine, brokers may vote on this matter for beneficial owners who do not provide instructions. The proposal carries limited controversy but is consequential for audit independence and oversight; investors typically weigh audit quality, fees, and independence when evaluating such ratification votes.
Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding shareholder endorsement of N‑able’s executive compensation program for its named executive officers, as detailed in the Compensation Discussion and Analysis and related disclosures. Management and the compensation committee argue the program aligns pay with company performance through a mix of base salary, annual cash incentives tied to Billings and Cash Profit Metric, and long‑term PSUs tied to ARR Metric and Cash Profit Metric, supplemented by retention-focused RSUs. The committee notes robust governance features including independent compensation consultant engagement, stock ownership guidelines, clawback policy, double‑trigger change‑in‑control protections (with one exception for the 2025 Two‑Year PSU grants), and limits on hedging/pledging. Because the vote is advisory, it will not be binding, but the compensation committee states it will strongly consider the result when setting future compensation. The proposal reflects continued emphasis on pay‑for‑performance; investors may evaluate metrics selection, mix of cash vs. equity, change‑in‑control provisions, and whether pay outcomes are aligned with realized performance when deciding their vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Silver Lake Group, L.L.C.Activist | 32.63% | 61,473,869 | $287M |
| 2 | THOMA BRAVO, L.P. | 26.59% | 50,090,643 | $234M |
| 3 | BlackRock, Inc. | 4.56% | 8,591,458 | $40M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.10% | 5,840,905 | $27M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.36% | 4,450,161 | $21M |
| 6 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.27% | 4,267,492 | $20M |
| 7 | STATE STREET CORP | 2.08% | 3,918,419 | $18M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 1.83% | 3,442,247 | $16M |
| 9 | AlpInvest Partners B.V. | 1.27% | 2,386,000 | $11M |
| 10 | BlackRock, Inc. | 1.17% | 2,205,661 | $10M |
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