N-Able (NABL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, and executive compensation approval.

• Board recommends voting for two Class I director nominees, ratification of PricewaterhouseCoopers LLP as auditor, and approval of executive compensation on a non-binding basis.

• Proxy materials and annual report are available online, and shareholders can vote via internet, phone, mail, or during the virtual meeting.

• Forward-looking statements are included, subject to risks and uncertainties as detailed in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class I directors, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, and (3) non-binding advisory approval of named executive officer compensation.

• Board recommends voting for all proposals; cumulative voting and dissenters' rights are not applicable.

• Shareholder proposals for the 2026 meeting must be submitted by December 12, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent under NYSE standards; diversity includes gender, race, and LGBTQ+ representation.

• Board is divided into three classes with staggered three-year terms; Class I nominees are William Bock and John Pagliuca.

• Sponsors (Silver Lake and Thoma Bravo) have nomination rights based on ownership thresholds.

• Board leadership is separated between a non-executive Chairman and the CEO.

• Committees include audit, compensation, nominating and corporate governance, and cybersecurity, each chaired by independent directors.

• Director nomination procedures consider diversity, professional background, and shareholder recommendations.