Cam McMartin

About Cam McMartin

Cam McMartin, age 68, has served as an independent director of N‑able since July 16, 2021. He brings deep finance and operations experience, including service as SailPoint’s CFO (2011–May 2019), COO (May–Dec 2019) and Interim CFO (Aug 2021–Mar 2022). He previously was Managing Director and CFO of CenterPoint Ventures and held senior roles at Dazel, DataCard and Convex Computer. McMartin holds a B.A. in Business Administration from Trinity University and an MBA from the University of Michigan .

Past Roles

External Roles

Board Governance

• Independence: The Board determined McMartin is independent under NYSE rules .
• Committee assignments and chair roles:
  • Audit Committee Chair; qualifies as an “audit committee financial expert” under SEC rules .
  • Nominating & Corporate Governance Committee Member .
  • Cybersecurity Committee Member .
• Attendance: In 2024, the Board met seven times; audit (4), compensation (3), nom/gov (4), cybersecurity (4). Each current director attended at least 75% of meetings; all attended the 2024 annual meeting .
• Board leadership: Independent Chairman (William Bock) chairs executive sessions of independent directors .

Fixed Compensation

• N‑able director compensation policy:
  • Annual cash retainer: $35,000 (member) / $85,000 (chair) .
  • Additional annual cash retainers: Audit $10,000 (member) / $20,000 (chair); Compensation $6,000 / $12,000; Nominating & Corporate Governance $4,000 / $8,000; Cybersecurity $4,000 / $8,000 .
• 2024 cash fees for McMartin: $63,000; stock awards (RSUs grant-date fair value): $179,997; total: $242,997 .
• 2023 cash fees for McMartin: $63,000; stock awards: $179,988; total: $242,988 .

Performance Compensation

• Equity structure for non‑employee directors: RSUs only (no options/PSUs); Annual Award of RSUs equals $180,000 divided by market price on grant date; vests in full on the day immediately before the next annual meeting, subject to service. Initial RSU Award of $360,000 vests in three equal annual installments. All director equity vests in full upon a Change in Control under the 2021 Equity Incentive Plan .
• Grant timing: Annual Award granted at the first Board meeting following each annual meeting of stockholders .

Note: Director equity is service-based without performance metrics; no PSU/option awards are used for director compensation .

Other Directorships & Interlocks

• Sponsors’ control and nomination rights: Silver Lake and Thoma Bravo have rights to nominate directors based on ownership thresholds; currently Silver Lake nominees serve (Bingle, Widmann). Thoma Bravo retains rights but has no current designees on the Board .
• Compensation Committee Interlocks: Compensation committee members in 2024 were Messrs. Bingle, Bock, Widmann; none have officer roles; no interlocks disclosed involving McMartin .

Expertise & Qualifications

• Designated audit committee financial expert; meets NYSE financial expertise and SEC literacy requirements .
• Deep finance/operations leadership in software and cybersecurity (SailPoint) and venture CFO experience .
• Formal education: BA (Trinity University), MBA (University of Michigan) .

Equity Ownership

• Beneficial ownership: 72,295 shares; less than 1% of outstanding .
• Ownership guidelines: Directors must hold equity equal to at least 3x base annual cash board retainer; compliance assessed annually using 30-day average price. As of Jan 1, 2025, all non‑employee directors were in compliance .
• Outstanding director stock awards: As of Dec 31, 2024, each non‑employee director had 14,229 shares underlying outstanding stock awards .
• Hedging/Pledging: Prohibited for directors under insider trading policy; no margin accounts or pledging allowed; pre-clearance required for transactions or Rule 10b5‑1 plans .

Governance Assessment

• Strengths

  • Independent director with significant finance and cybersecurity credentials; Audit Chair and SEC “financial expert” designation enhance oversight of financial reporting and controls .
  • Solid attendance; chairs and participates across critical committees (Audit; Nom/Gov; Cybersecurity) supporting board effectiveness .
  • Director equity ownership guidelines and prohibition on hedging/pledging support alignment with shareholders .

• Potential Risks and RED FLAGS

  • Controlled company status: Sponsors hold substantial voting power and nomination rights; N‑able is not required to have compensation and nominating/governance committees fully independent, potentially weakening minority shareholder influence (structural governance risk) .
  • Prior affiliation with Thoma Bravo Advantage may be perceived as an interlock within Sponsor ecosystem, though McMartin is classified independent and Thoma Bravo has no current board designees at N‑able .
  • Related party context: Audit committee oversees related‑party transactions; continued vigilance is warranted given Sponsor arrangements and reimbursements referenced in “Certain Relationships and Related Party Transactions” .

• Shareholder feedback signal

  • Say‑on‑pay: Approximately 99% approval at the 2024 annual meeting indicates broad investor support for compensation practices; generally supportive for governance sentiment .

• Director pay structure signals

  • Mix is balanced: cash retainers plus time‑based RSUs; no options or performance‑linked director equity, consistent with prevailing practices; change‑in‑control acceleration exists for director equity, a feature some investors scrutinize .