John Pagliuca
About John Pagliuca
President, Chief Executive Officer and Director of N‑able since April 12, 2021; age 48; B.S. in Accounting from Babson College . Previously EVP & Division President (2020–2021), EVP & GM (2019–2020), SVP & GM (2016–2019) at N‑able; CFO and VP Finance & Ops at LogicNow; VP Finance & Ops at Airvana . Under his tenure, N‑able focused on a Long‑Term Contract Initiative and adjusted executive performance targets mid‑year to reflect pricing/volume rationalization, while maintaining pay‑for‑performance design tied to Bonus ARR and Cash Profit Metric . Company TSR (value of $100 investment) moved from $89 (2021) to $82 (2022), $106 (2023), and $75 (2024); 2024 GAAP net income was $30.96 million and Bonus ARR used for executive pay was $457.7 million . Q3 2025 revenue grew 13.1% YoY to $131.7 million; ARR reached $528.1 million (+14.2% YoY), while adjusted EBITDA in Q3 2025 was $41.4 million versus $44.8 million in Q3 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| N‑able (formerly SolarWinds MSP) | EVP & Division President | Jan 2020 – Mar 2021 | Led MSP division ahead of standalone public company phase |
| N‑able | EVP & General Manager | Jan 2019 – Jan 2020 | Oversaw GM functions for growth in SaaS solutions |
| N‑able | SVP & General Manager | Nov 2016 – Jan 2019 | Post‑LogicNow acquisition integration and business leadership |
| LogicNow | Chief Financial Officer | Jul 2015 – Nov 2016 | Finance leadership through acquisition by SolarWinds |
| LogicNow | VP Finance & Operations | Feb 2013 – Jul 2015 | Built finance/ops capabilities in SaaS context |
| Airvana | VP Finance & Operations | Prior to 2013 | Finance and operations leadership in telecom software |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 8x8, Inc. (NASDAQ: EGHT) | Director | Current | Public board experience in cloud communications |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $483,333 | $485,000 | $485,000 |
| Target bonus (% of salary) | 100% | 100% | 100% |
| Actual annual cash bonus ($) | $412,250 | $635,350 | $339,500 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting mechanics |
|---|---|---|---|---|---|
| Bonus ARR (2024) | 66% (adjusted from 50%) | $475.8m (adjusted target) | $457.7m | 54% of target | PSUs earned proportionally; 1/3 vests on certification; remaining vests Feb 15, 2026 and Feb 15, 2027 |
| Cash Profit Metric (2024) | 34% (adjusted from 50%) | $122.9m (target/max) | $123.3m | 100% of target | Same PSU vesting cadence as above |
| Combined 2024 Executive Bonus Program | — | — | — | 70% overall payout | — |
| Equity Award Type | Grant date | Target shares/value | Earned/awarded | Vesting detail |
|---|---|---|---|---|
| 2024 PSUs | Feb 15, 2024 | 205,838 target shares; $2,778,813 fair value | 144,086 shares earned (70%) | 1/3 on certification (Feb 2025), remainder Feb 15, 2026 & Feb 15, 2027 |
| 2024 RSUs | Feb 15, 2024 | $2,750,000 at target | — | 25% on Feb 15, 2025; then 6.25% quarterly for 12 quarters |
| Options | — | — | None outstanding | No options held or exercised by NEOs in 2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 928,364 shares (<1% of outstanding) |
| Outstanding unvested awards (selected components at 12/31/2024) | RSUs: 21,483 (2012/25%+quarterly) ; 71,873 (2023/25%+quarterly) ; PSUs→RSUs (FY2022): 65,164 ; PSUs→RSUs (FY2023): 212,799 ; RSUs (2024/25%+quarterly): 137,061 ; Earned FY2024 PSUs (unvested): 205,838 ; 2024 RSUs (unvested): 205,838 |
| Shares vested in 2024 | 537,207 shares vested; $7,040,674 value realized |
| Ownership guidelines | CEO must hold 5× base salary; all execs compliant as of Jan 1, 2025 |
| Hedging/pledging | Prohibited (no hedging, shorting, margin, pledging) |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment start date | CEO and Director since April 12, 2021 |
| Severance (without cause / constructive termination) | 18 months base salary; 18 months health/dental premiums; pro‑rata earned bonus; 12‑month acceleration for PSUs with performance already certified |
| Change‑in‑Control (double‑trigger) | Above benefits plus lump sum equal to 100% target bonus; immediate and full vesting of all unvested equity upon qualifying termination within 12 months post‑CIC |
| CIC equity treatment (no termination) | All PSU awards convert to time‑based vesting: 25% at first anniversary of grant; 6.25% quarterly thereafter (or better, if agreed) |
| Estimated payout illustrations (as of 12/31/2024) | Without CIC other than for cause: $3,303,238 total; with CIC: $9,845,562 total (includes equity acceleration assumptions at target) |
| Clawback | Dodd‑Frank compliant clawback for restatements; recovery of excess incentive comp |
| Tax gross‑ups | None for CIC; “best‑net” cutback under 280G/4999 |
Board Governance
- Director since April 2021; currently nominee for Class I director; non‑independent executive director .
- Not a member of any Board committees; committees are chaired by independent directors .
- Board leadership: independent non‑executive Chair (William Bock); executive sessions chaired by Chair; mitigates CEO/Chair dual role concerns .
- Meeting attendance: Board met 7× in 2024; each director attended ≥75% of meetings; all attended 2024 annual meeting .
- Controlled company: Sponsors (Silver Lake and Thoma Bravo) hold ~59% voting power and nominate directors per agreement—governance influence persists while >50% control remains .
- Director compensation: CEO receives no additional pay for director role .
Director Compensation (for non‑employee directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $35,000 member; $85,000 chair |
| Committee cash retainers | Comp: $6,000 member / $12,000 chair; Nominating: $4,000 / $8,000; Cybersecurity: $4,000 / $8,000; Audit: $10,000 / $20,000 |
| Annual equity grant | RSUs equal to $180,000; vests before next annual meeting |
| Initial equity grant | RSUs equal to $360,000; vests in 3 annual installments |
| Stock ownership guidelines | ≥3× annual cash board retainer; all in compliance as of Jan 1, 2025 |
Compensation Peer Group (2024)
| Companies |
|---|
| Clearwater Analytics Holdings, Inc.; Commvault Systems, Inc.; EngageSmart, Inc.; EverCommerce Inc.; Instructure Holdings, Inc.; Jamf Holding Corp; MeridianLink, Inc.; Model N, Inc.; Progress Software Corporation; Rapid7, Inc.; SPS Commerce Inc.; Tenable Holdings, Inc.; Vertex, Inc.; Workiva Inc.; Zuora, Inc. |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ≈99% of votes cast .
- Compensation consultant Pearl Meyer engaged; assessed as independent .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR ($100 initial investment) | $89 | $82 | $106 | $75 |
| GAAP Net Income ($000s) | $113 | $16,707 | $23,412 | $30,958 |
| Bonus ARR (Company‑Selected Measure, $mm) | $364.3 | $408.3 | $430.7 | $457.7 |
Additional recent operating context:
- Q3 2025 revenue $131.7m (+13.1% YoY); ARR $528.1m (+14.2% YoY); annual net retention ~102% (vs. 105% prior) .
- Q3 2025 adjusted EBITDA $41.4m (vs. $44.8m Q3 2024) .
Compensation Structure Analysis
- Shift toward equity: 2024 long‑term incentives split 50% RSUs / 50% PSUs; CEO stock awards $5.56m grant‑date fair value .
- Metric reset and reweighting: Mid‑November 2024, Bonus ARR and Cash Profit Metric weightings changed to 66%/34%; thresholds/targets lowered and payouts capped at 120% for VP‑and‑below—reflects Long‑Term Contract Initiative impacts (pricing/volume rationalization) .
- Majority at‑risk pay: CEO variable pay ≈92% of target mix; emphasis on performance .
- No options/grants repricing and no excise tax gross‑ups; double‑trigger CIC for all NEOs .
Risk Indicators & Red Flags
- Controlled company risk: Sponsor control (~59% voting power) can influence governance and board nominations .
- Metric adjustments mid‑cycle: Lowering targets and reweighting in 2024 could reduce pay‑for‑performance stringency; however, overall payout limited to 70% for NEOs .
- Pledging/hedging prohibited (positive alignment); strong clawback policy (restatement‑based) .
- Legal proceedings: Company notes ordinary course matters not expected to be material as of Q3 2025 .
Equity Ownership & Vesting Pressure (Forward Look from 12/31/2024)
- Significant unvested tranches from PSUs→RSUs (FY2022, FY2023) and new 2024 RSUs/PSUs suggest ongoing scheduled vesting and potential sell‑to‑cover activity; CEO realized $7.04m upon 2024 vesting events .
- Insider policy requires pre‑clearance or Rule 10b5‑1 plans; blackout restrictions apply .
Investment Implications
- Alignment: Strong ownership guideline (5× salary) and prohibition on hedging/pledging support alignment; majority at‑risk compensation tied to ARR and cash profitability .
- Retention: Robust equity mix and multi‑year vesting cadence, plus meaningful severance/CIC protections (18 months salary; 100% target bonus; full vesting under double‑trigger) mitigate retention risk, but mid‑cycle metric adjustments signal flexibility when business mix shifts .
- Trading signals: Upcoming vesting dates (Feb 15 cycles) and continued stock‑based compensation may contribute to periodic sell‑to‑cover flows; share repurchase program ($75m authorization; $20m spent by Q3 2025) provides offsetting buyback support at board level .
- Governance: Independent Chair and committee structure temper dual‑role concerns, but Sponsor control remains a structural overhang for independence and potential change‑in‑control scenarios .