Kathleen Pai
About Kathleen Pai
Executive Vice President and Chief People Officer at N‑able; age 41; in role since March 2021. Previously SVP/Chief People Officer at SolarWinds (Jan 2020–Mar 2021) and VP, People at Ultimate Software (Oct 2016–Jan 2020); MBA (UMass Amherst) and BS in Public Relations (University of Florida) . Company performance context: FY2024 revenue $466.1M (+10.5% YoY) and adjusted EBITDA $169.4M (36.3% margin) . Pay‑versus‑performance TSR during her tenure underscores mixed stock performance: see table below .
| Performance Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (Initial $100) | $89 | $82 | $106 | $75 |
| GAAP Net Income ($000s) | $113 | $16,707 | $23,412 | $30,958 |
| Bonus ARR ($MM, company-selected metric) | $364.3 | $408.3 | $430.7 | $457.7 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| N‑able (formerly SolarWinds MSP) | EVP, Chief People Officer | Mar 2021–present | Built global people strategy supporting growth and security focus |
| SolarWinds | SVP, Chief People Officer | Jan 2020–Mar 2021 | Led HR during spin-off preparations for N‑able |
| Ultimate Software | VP, People | Oct 2016–Jan 2020 | Scaled HR for cloud HR/payroll provider |
| Carnival Cruise Line; Citrix Systems; Lockheed Martin | HR roles | Not disclosed | Enterprise HR experience across tech/industrial |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LiveVox (NASDAQ: LVOX) | Director; Chair, Compensation Committee | Jun 2021–Jan 2024 | Compensation governance leadership |
Fixed Compensation
Multi‑year summary for Named Executive Officer (NEO) compensation.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $398,333 | $410,000 | $410,000 |
| Stock Awards ($) | $1,606,250 | $1,264,616 | $1,364,135 |
| Non‑Equity Incentive Plan Compensation ($) | $272,000 | $375,970 | $200,900 |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total ($) | $2,288,783 | $2,063,786 | $1,988,835 |
2024 cash bonus specifics:
- Base salary: $410,000 .
- Target bonus: 70% of base .
- Actual payout: 49% of base ($200,900) based on 70% achievement under adjusted metrics .
Performance Compensation
Annual Cash Incentives (2024 Executive Bonus Program)
| Metric | Weight | Threshold ($MM) | Target ($MM) | Maximum ($MM) | Actual ($MM) | Payout |
|---|---|---|---|---|---|---|
| Bonus ARR | 66% | $454.0 | $475.8 | $488.9 | $457.7 | 54% of target for this metric |
| Cash Profit Metric | 34% | $114.6 | $122.9 | $122.9 | $123.3 | 100% of target for this metric |
| Combined Bonus Payout | — | — | — | — | — | 70% of target (capped; paid Feb 2025) |
Notes:
- Metrics and weights were adjusted in Nov 2024 due to Long‑Term Contract Initiative impacts; executive payouts capped at 120% .
- Original design used 50/50 weighting with higher targets; revised design better aligned with strategic customer contract shifts .
Equity Incentives (2024 Grants; PSUs and RSUs)
Grant sizing (Feb 15, 2024; 30‑day avg price $13.36):
- PSUs target value: $675,000; RSUs target value: $675,000; total $1,350,000 .
- RSU shares granted: 50,524; vest 25% on Feb 15, 2025 then 6.25% quarterly for 12 quarters .
- PSUs target shares: 50,523 .
PSU achievement and vesting:
| Item | Value |
|---|---|
| PSU weighting: 66% Bonus ARR / 34% Cash Profit Metric | |
| Earned shares (70% of target): 35,366 | |
| Vesting: 1/3 upon certification (Feb 2025), 1/3 on Feb 15, 2026, 1/3 on Feb 15, 2027 (service‑based) |
Equity Ownership & Alignment
Outstanding unvested awards at 12/31/2024 (market value reflects $9.34 close on Dec 31, 2024):
| Award (Footnote) | Unvested Shares | Market Value ($) |
|---|---|---|
| RSUs from 2021 cycle (3) | 3,438 | $32,111 |
| RSUs from 2022 cycle (4) | 17,968 | $167,821 |
| 2022 PSU→RSU tranche (5) | 16,291 | $152,158 |
| 2023 PSU→RSU tranche (6) | 53,199 | $496,879 |
| RSUs from 2024 cycle (7) | 34,266 | $320,044 |
| 2024 PSUs earned (unvested) (8) | 50,523 | $471,885 |
| 2024 RSUs (granted) (9) | 50,524 | $471,894 |
Additional alignment details:
- Shares vested in 2024: 142,617; value realized $1,880,313 (includes shares withheld for taxes) .
- No stock options outstanding or exercised in 2024; company grants PSUs/RSUs only since 2021 .
- Executive stock ownership guidelines: CEO 5× salary; other NEOs (incl. CPO) 3× salary; all executive officers in compliance as of Jan 1, 2025 .
- Hedging and pledging of company stock prohibited for directors and employees; pre‑clearance and blackout periods enforced .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination without cause (no change‑in‑control) | 12 months base salary | Earned but unpaid bonus payable; standard plan terms | 12 months health/dental premium reimbursement | Standard continued vesting; no acceleration specified for Ms. Pai absent CIC |
| Termination without cause or constructive termination within 12 months post‑CIC (double‑trigger) | 18 months base salary (12 + 6) | Lump sum additional 6 months base equivalent noted for peers; executives receive additional severance plus bonus per agreement | 12 months health/dental premium reimbursement | Immediate and full vesting of all outstanding and unvested equity awards |
| 280G/4999 excise tax | Cut‑back or full payment, whichever yields higher after‑tax amount; no excise tax gross‑ups | |||
| Clawback | Dodd‑Frank compliant policy for recoupment upon accounting restatements; applies to cash/equity incentive compensation |
Compensation Structure Analysis
- Shift toward equity: 2024 increased equity proportion; awards 50% RSUs and 50% PSUs to heighten long‑term alignment; options not used .
- Metric changes: 2024 moved from adjusted EBITDA to Cash Profit Metric for PSUs/bonuses to neutralize ASC 606 impacts from long‑term contracts; weights adjusted to 66% Bonus ARR / 34% Cash Profit Metric .
- Discretionary adjustments: Targets and caps revised in Nov 2024 to reflect Long‑Term Contract Initiative; executive payouts capped at 120% to balance retention and performance recognition .
- Governance protections: Prohibition on hedging/pledging; strict pre‑clearance; no excise tax gross‑ups; robust clawback policy .
Compensation Peer Group
Companies used for benchmarking (2024 Compensation Peer Group):
| Peers |
|---|
| 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 in favor .
- Compensation committee considers investor feedback and conducts regular risk reviews; program emphasizes pay for performance and at‑risk pay .
Expertise & Qualifications
- Education: MBA (UMass Amherst); BS Public Relations (University of Florida) .
- Industry recognition: 2024 awards include Stevie Awards (Chief People Officer, Woman of the Year – Business Services, Achievement in D&I) and multiple Comparably honors for HR team and company culture .
- Governance experience: Chaired Compensation Committee at LiveVox (2021–2024) .
Equity Ownership & Pledging
- Beneficial ownership detail by individual not itemized in proxy tables shown here; however, unvested holdings and vesting cadence are disclosed above .
- Company policy bars hedging and pledging; executives subject to blackout windows and trade pre‑clearance .
Employment & Contracts
- At‑will employment; standard proprietary information and arbitration agreements .
- Non‑compete/non‑solicit specifics not separately disclosed in proxy summary; severance protections detailed above .
Investment Implications
- Alignment: Heavy use of PSUs tied to Bonus ARR and Cash Profit Metric, plus quarterly RSU vesting, aligns incentives with profitable recurring growth while discouraging short‑term risk‑taking; hedging/pledging bans reinforce alignment .
- Retention vs. flexibility: Double‑trigger CIC acceleration and 18‑month cash severance post‑CIC for NEOs (12+6 months) reduce transition risk in strategic events, supporting continuity but potentially increasing deal‑related dilution via accelerated vesting .
- Near‑term supply dynamics: One‑third of 2024 PSUs vested upon Feb 2025 certification, with RSUs continuing to vest quarterly; while Form 4 activity isn’t summarized here, periodic vesting and tax withholding can create routine share flows; monitor filings for trading signals .
- Governance strength: 99% say‑on‑pay support, clawback policy, no excise gross‑ups, and strict insider‑trading controls mitigate red‑flag risks typical in pay programs .