Ann Johnson
About Ann Johnson
Ann Johnson, age 59, has served as an independent Class III director of N‑able since November 3, 2021. She is Corporate Vice President, SCI Business Development at Microsoft (since 2018; prior roles: VP – Enterprise Cybersecurity 2017–2018; GM – Enterprise Cybersecurity Group 2015–2017), bringing deep cybersecurity and enterprise software expertise. The Board has determined she is independent under NYSE listing standards. Her current Class III term runs through the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President, SCI Business Development | 2018–present | Security, compliance, identity strategy and partnerships; cloud and next‑gen AI focus |
| Microsoft | VP – Enterprise Cybersecurity | 2017–2018 | Enterprise cyber strategy |
| Microsoft | GM – Enterprise Cybersecurity Group | 2015–2017 | Enterprise cyber operations |
External Roles
| Organization | Role | Notes |
|---|---|---|
| FS‑ISAC | Advisory Board Member | Financial services cyber threat intelligence network |
| Executive Women’s Forum (EWF) | Advisory Board Member | InfoSec, risk, privacy leadership network |
| HYPR Corp | Advisory Board Member | Identity security company |
| Cybersecurity Ventures | Advisory Board Member | Industry research advisor |
Board Governance
- Committee assignments (current): Audit Committee (Member); Cybersecurity Committee (Member). She does not chair a committee.
- Independence: Board determined Johnson (and all directors other than the CEO) are independent under NYSE rules.
- Attendance: In 2024, each current director attended at least 75% of aggregate Board and committee meetings during their service; all current directors attended the 2024 annual meeting.
- Board structure context: Independent, non‑executive Chair (William Bock) chairs executive sessions of independent directors.
| Committee | Role | Source |
|---|---|---|
| Audit | Member | |
| Cybersecurity | Member | |
| Compensation | Not a member | |
| Nominating & Gov. | Not a member |
Fixed Compensation
- 2024 cash fees: $49,000 (comprised of $35,000 annual Board retainer + $10,000 Audit member retainer + $4,000 Cybersecurity member retainer).
- 2024 equity: $179,997 in RSUs under the director policy (Annual Award sized at $180,000 divided by grant‑date price; vests in full the day before the next annual meeting). Change‑in‑control: all outstanding director equity vests in full.
| Year | Cash Fees ($) | Equity RSUs Grant‑Date Value ($) | Total ($) |
|---|---|---|---|
| 2023 | 49,000 | 179,988 | 228,988 |
| 2024 | 49,000 | 179,997 | 228,997 |
Director compensation policy components:
- Annual Board retainer: $35,000 (member) / $85,000 (Chair)
- Additional committee retainers: Audit $10,000 (member)/$20,000 (chair); Compensation $6,000/$12,000; Nominating & Governance $4,000/$8,000; Cybersecurity $4,000/$8,000
- Equity: Initial Award $360,000 RSUs (3‑year annual vesting); Annual Award $180,000 RSUs (vests in full before next annual meeting); CoC acceleration for all outstanding director equity
Performance Compensation
- Directors at N‑able do not receive performance‑based pay; equity is time‑based RSUs (no options).
| Component | Metric(s) | Weight | Payout Curve |
|---|---|---|---|
| Director Equity | None (time‑based RSUs) | N/A | N/A |
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| Public company boards | None disclosed | No other current public company directorships listed in biography. |
| Sponsor designee status | Not a designee | Current Silver Lake nominees are Bingle and Widmann; Johnson is not a sponsor designee. |
Expertise & Qualifications
- Cybersecurity leadership and strategy at Microsoft; advisory roles across major cyber bodies.
- Financial literacy for Audit Committee service (all Audit members satisfy SEC/NYSE financial literacy).
- Board independence affirmed under NYSE rules.
Equity Ownership
- Beneficial ownership (as of March 28, 2024): 47,203 shares; <1% of outstanding.
- Outstanding stock awards: as of Dec 31, 2024, each non‑employee director had 14,229 shares underlying outstanding stock awards.
- Stock ownership guidelines: Directors must hold ≥3x annual cash retainer; as of Jan 1, 2025, all non‑employee directors were in compliance.
- Hedging/pledging: Company policy prohibits hedging and pledging by directors.
| Item | Detail |
|---|---|
| Shares beneficially owned | 47,203; <1% of outstanding |
| Unvested/outstanding director stock awards | 14,229 shares (as of 12/31/2024) |
| Ownership guideline | 3x base Board retainer; in compliance as of 1/1/2025 |
| Hedging/Pledging | Prohibited by policy |
Governance Assessment
Strengths
- Independent director with deep cybersecurity domain expertise aligned to Board risk oversight; serves on Audit and Cybersecurity Committees.
- Attendance and engagement: met ≥75% attendance threshold; attended 2024 annual meeting.
- Pay structure aligned with shareholders: modest cash; equity in RSUs; no options; CoC provisions standard for directors; ownership guidelines in place and in compliance; hedging/pledging prohibited.
- Investor sentiment signal: most recent say‑on‑pay support ~99%, indicating strong overall governance/comp alignment context.
Watch items
- Potential perceived conflict to monitor given senior executive role at Microsoft if N‑able were to enter material transactions with Microsoft; Board affirms independence and no related‑party transactions involving Ms. Johnson disclosed.
- Sponsor influence persists at the Board level (Silver Lake nominees), though Johnson is not a sponsor designee.
RED FLAGS
- None identified regarding attendance, pay anomalies, hedging/pledging, or related‑party transactions involving Ms. Johnson in the latest proxy disclosures.