Darryl Lewis
About Darryl Lewis
Independent Class II director of N‑able (NABL) since July 16, 2021; age 59. He serves as Chair of the Board’s Cybersecurity Committee and as a member of the Audit Committee, bringing deep software and cybersecurity operating experience from roles at Banneker Partners, Vista Equity Partners, STATS, and Microsoft. Education: B.S. in Computer Science, University of Wisconsin. The Board has determined Mr. Lewis is an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| STATS (Vista Equity Partners portfolio co.) | Chief Technology Officer | Jun 2015 – Jun 2017 | Led technology at a data/analytics firm |
| Vista Equity Partners | Managing Director, Product & Technology | Jun 2013 – Jun 2015 | Led technology due diligence and portfolio-wide value creation across Vista portfolio |
| Microsoft Corporation | Various management positions across multiple products/divisions | Not disclosed (earlier in career) | Senior product/division management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Banneker Partners (private equity) | Operating Partner | Mar 2019 – Present | Software investor/operator role |
Board Governance
- Committee assignments: Audit Committee (member); Cybersecurity Committee (Chair). The cybersecurity committee oversees enterprise cyber risk, product/data security, incident response, compliance with data-security laws, and cyber program resources/training. Audit oversees internal controls, risk assessment, related‑party reviews, and external auditor matters.
- Independence: Board determined Mr. Lewis is independent; all directors other than the CEO were deemed independent.
- Attendance and engagement: In 2024 the Board held 7 meetings; Audit 4; Cybersecurity 4. Each current director attended at least 75% of aggregate Board/committee meetings during their service. All current directors attended the 2024 annual meeting.
- Class/tenure: Class II director; current term expires at the 2026 annual meeting. Director since July 16, 2021.
Fixed Compensation
Director compensation structure (cash retainers):
| Retainer Type | Member | Chair |
|---|---|---|
| Annual Board retainer | $35,000 | $85,000 |
| Audit Committee | $10,000 | $20,000 |
| Compensation Committee | $6,000 | $12,000 |
| Nominating & Governance Committee | $4,000 | $8,000 |
| Cybersecurity Committee | $4,000 | $8,000 |
| Awards prorated for partial years; expenses reimbursed. |
2024 director pay (as reported):
| Name | Fees Earned (Cash) | Stock Awards (RSUs, grant-date fair value) | Total |
|---|---|---|---|
| Darryl Lewis | $53,000 | $179,997 | $232,997 |
Notes: Mr. Lewis’s 2024 cash aligns with policy: Board member ($35,000) + Audit member ($10,000) + Cybersecurity chair ($8,000) = $53,000.
Performance Compensation
- Equity type/quantum for non‑employee directors: Annual RSU award sized at $180,000, vesting in full the day immediately before the next annual meeting; initial appointment RSU award $360,000 vesting over 3 years. Director equity vests in full upon a Change in Control. No option awards disclosed for directors.
Recent director equity awards/grants:
| Grant/Transaction | Date | Shares | Grant-Date Fair Value / Notes |
|---|---|---|---|
| Annual RSU grant (2024 meeting) | 2024-05-22 | 14,229 | $179,997 grant-date fair value; vests in full before 2025 AGM |
| Annual RSU grant (2025 meeting) | 2025-05-22 | 23,195 | Reported on Form 4; time-based award typical under director policy |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Lewis beyond N‑able.
- Sponsor designees on the N‑able board currently include Silver Lake affiliates (Bingle, Widmann). Mr. Lewis is not identified as a Sponsor designee.
- Related‑party transactions: The proxy’s related‑party section focuses on Sponsor arrangements; no specific Item 404 transactions are identified as involving Mr. Lewis.
Expertise & Qualifications
- Domain expertise: Software operations, product/technology leadership, cybersecurity oversight.
- Financial literacy: Audit Committee members (including Mr. Lewis) were determined to meet SEC/NYSE financial literacy requirements.
- Education: B.S. in Computer Science, University of Wisconsin.
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Darryl Lewis | 72,295 | <1% | Includes 14,229 RSUs vesting within 60 days of Mar 25, 2025 |
- Director stock ownership guidelines: Non‑employee directors must hold equity ≥ 3x base annual board retainer; as of Jan 1, 2025, each non‑employee director was in compliance.
- Hedging/pledging: Company policy prohibits hedging, shorting, or pledging company stock for directors and employees.
Insider transactions (last 24 months):
| Transaction Date | Form | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2025-05-22 | 4 | A – Award (director equity) | 23,195 | 95,490 | https://www.sec.gov/Archives/edgar/data/1834488/000183448825000131/0001834488-25-000131-index.htm |
| 2024-05-22 | 4 | A – Award (director equity) | 14,229 | 72,295 | https://www.sec.gov/Archives/edgar/data/1834488/000183448824000082/0001834488-24-000082-index.htm |
Governance Assessment
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Strengths supporting investor confidence:
- Independent director; serves as Cybersecurity Committee Chair and Audit Committee member, indicating board confidence in his cyber and financial oversight capabilities.
- Attendance and engagement: met or exceeded 75% attendance thresholds; attended the 2024 annual meeting.
- Alignment via equity: material portion of director pay delivered in RSUs; stock ownership guidelines in place and in compliance for all non‑employee directors.
- Risk oversight: Cybersecurity committee charter provides robust oversight of cyber posture, incident response, regulatory compliance, and resourcing—highly relevant to N‑able’s MSP/security positioning.
- Shareholder support: 2025 say‑on‑pay passed (For: 170,351,807; Against: 1,406,376; Abstain: 276,245); prior proxy notes ~99% support in 2024.
-
Watch items / potential red flags:
- Controlled company context and Sponsor rights: The company historically operated under a stockholders’ agreement conferring nomination and other rights to Sponsors. A 2024 Delaware Chancery ruling invalidated certain provisions (e.g., committee composition, certain approval rights), which the company did not appeal—reducing Sponsor constraints but highlighting governance scrutiny.
- Change‑in‑control equity treatment: Non‑employee director equity vests in full upon a change in control, which can be standard but may be perceived as reducing post‑transaction retention incentives for directors.
-
Related‑party/conflicts:
- Audit Committee (where Mr. Lewis serves) reviews material related‑party transactions; no specific transactions involving Mr. Lewis are disclosed in the proxy’s related‑party section.
Appendix: Committee Details and Compensation Framework
- Audit Committee members: Cam McMartin (Chair), Ann Johnson, Darryl Lewis; all independent; financial literacy confirmed; McMartin identified as audit committee financial expert.
- Cybersecurity Committee members: Darryl Lewis (Chair), Ann Johnson, Cam McMartin; scope includes program effectiveness, incident response, compliance, budget/training, and legal/regulatory updates.
- Director compensation mechanics: Annual RSU grant $180,000; initial RSU $360,000; annual RSUs vest in full before next AGM; full acceleration for directors on change in control.