Michael Adler
About Michael Adler
Michael Adler is Executive Vice President, Chief Technology and Product Officer at N‑able, serving since March 2021 (employment agreement effective February 9, 2021; start date March 22, 2021). He is 51 years old (as of the 2025 proxy), and holds an M.B.A. from Boston College and a B.S. in Math/Computer Science from Carnegie Mellon University . Prior to N‑able, he was Chief Product Officer at RSA Security (Sep 2020–Mar 2021) and Vice President, Product at RSA Security (Jan 2016–Sep 2020); earlier roles included Constant Contact, Symantec, IMlogic, and Switchboard, Inc. . N‑able’s pay-for-performance framework for executives tied annual incentives to ARR and adjusted EBITDA in 2023 and to Bonus ARR and a Cash Profit Metric in 2024; the 2024 bonus paid at 70% of target based on actual performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RSA Security | Chief Product Officer | Sep 2020–Mar 2021 | Not disclosed |
| RSA Security | Vice President, Product | Jan 2016–Sep 2020 | Not disclosed |
| Constant Contact | Role not specified | Not disclosed | Not disclosed |
| Symantec | Role not specified | Not disclosed | Not disclosed |
| IMlogic | Role not specified | Not disclosed | Not disclosed |
| Switchboard, Inc. | Role not specified | Not disclosed | Not disclosed |
External Roles
- None disclosed for Michael Adler in the proxy statements reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 398,333 | 425,000 | 425,000 |
| Target Bonus (%) | 80% (initial target) | 70% (reduced from 80%) | 70% |
| Actual Bonus Paid ($) | 272,000 | 389,725 | 208,250 |
| Stock Awards Grant-Date Fair Value ($) | 1,606,250 | 1,517,535 | 1,616,760 |
| All Other Compensation ($) | 12,200 | 13,200 | 13,800 |
| Total Compensation ($) | 2,288,783 | 2,345,460 | 2,263,810 |
Performance Compensation
Annual Cash Incentives – Design and Outcomes
| Year | Metric | Weighting | Target (illustrative schedule) | Actual | Payout |
|---|---|---|---|---|---|
| 2023 | ARR | 50% | Threshold $426.6m; Target $440.0m; Max $463.4m | $430.7m | Not disclosed per metric; program design 0–200% |
| 2023 | Adjusted EBITDA | 50% | Threshold $118.0m; Target $127.4m; Max $135.0m | $134.1m | Not disclosed per metric; program design 0–200% |
| 2024 (original) | Bonus ARR | 50% | Threshold $471.4m; Target $485.1m; Max $511.3m | Revised later (see below) — | N/A (targets adjusted) |
| 2024 (original) | Cash Profit Metric | 50% | Threshold $123.2m; Target $127.9m; Max $137.5m | Revised later (see below) — | N/A (targets adjusted) |
| 2024 (adjusted Nov 2024) | Bonus ARR | 66% | Threshold $454.0m; Target $475.8m; Max $488.9m | $457.7m | Factor payout used in bonus calc (overall 70%) |
| 2024 (adjusted Nov 2024) | Cash Profit Metric | 34% | Threshold $114.6m; Target/Max $122.9m | $123.3m | Factor payout used in bonus calc (overall 70%) |
| 2024 Overall | Combined | — | — | — | 70% of target bonus (Adler received $208,250) |
- 2023 PSU achievement: Company indicates approximately 131% of target level of performance required for PSUs to be earned; earned PSUs vest over three years (certification year plus the next two Februarys) .
Equity Grants – RSUs and PSUs
| Year | Grant Date | RSUs (#) | RSUs Grant-Date Fair Value ($) | PSUs Target (#) | PSUs Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2022 | Feb 2022 | Not disclosed in grants table | — | Not disclosed in grants table | 803,125 |
| 2023 | Feb 15, 2023 (approved Feb 14, 2023) | 73,099 | 758,768 | 73,099 (Target; Threshold 36,550; Max 146,198) | 758,768 |
| 2024 | Feb 15, 2024 (approved Feb 7, 2024) | 59,880 | 808,380 | 59,880 (Target; Threshold 29,940; Max 119,760) | 808,380 |
2024 PSU Outcomes (after adjusted metrics)
| Item | Value |
|---|---|
| PSU award target shares (Adler) | 59,880 |
| PSU achievement % (company) | 70% of target |
| Earned shares for Adler | 41,916 |
Vesting Schedules
- RSUs generally vest 25% on first February 15 following grant and 6.25% quarterly over the next twelve quarters (Feb 15/May 15/Aug 15/Nov 15), subject to continued service .
- PSUs convert to RSUs upon certification of performance; 1/3 vests upon certification and remaining tranches vest in equal installments in the following two years (February vest dates) .
- Change-in-control: for NEOs other than CEO, immediate and full vesting of outstanding unvested equity upon qualifying termination within 12 months post-CoC (double trigger) .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 109,166 | 247,458 | 290,546 |
| % of Shares Outstanding | <1% | <1% | <1% |
| Stock Ownership Guidelines | 3x base salary for NEOs | In compliance as of Jan 1, 2024 | In compliance as of Jan 1, 2025 |
| Hedging/Pledging | Prohibited (no margin accounts; no pledging; anti-hedging) | — | — |
Outstanding Unvested Equity at FY2024 (12/31/2024)
| Award (footnote ref) | Unvested Shares (#) | Market Value ($ at $9.34) |
|---|---|---|
| RSUs (Feb 2022 schedule) (3) | 21,562 | 201,389 |
| RSUs (Feb 2023 schedule) (4) | 19,549 | 182,588 |
| PSU→RSU (FY2023 achieved) (6) | 63,839 | 596,256 |
| RSUs (Feb 2024 schedule) (7) | 41,118 | 384,042 |
| RSUs (2024 grant) (8) | 59,880 | 559,279 |
| RSUs (2024 grant) (9) | 59,880 | 559,279 |
| Other RSUs (10) | 22,914 | 214,017 |
- Footnotes describe vesting schedules for each award type; market value uses $9.34 closing price on December 31, 2024 .
Employment Terms
| Term | Without Change in Control | With Change in Control (qualifying termination within 12 months) |
|---|---|---|
| Employment | At-will; agreement effective Feb 9, 2021; start Mar 22, 2021 | At-will |
| Severance Cash | 12 months base salary | 18 months base salary (12 + additional 6 months) |
| Bonus | Prorated unpaid annual bonus per plan | Prorated unpaid annual bonus; CEO has specific 100% target bonus, NEOs receive benefits as above |
| Benefits | Health/dental premiums reimbursed for 12 months | Health/dental premiums reimbursed; period per agreement |
| Equity | No acceleration (except per agreement-specific terms) | Immediate and full vesting of outstanding unvested equity |
| Conditions | General release; confidentiality, non‑compete, non‑solicit compliance | Same |
Potential Payments (hypothetical as of 12/31/2024)
| Scenario | Cash Severance ($) | Bonus ($) | Medical Benefits ($) | Equity Acceleration ($) | Estimated Total ($) |
|---|---|---|---|---|---|
| Other than For Cause Termination (no CoC) | 425,000 | 297,500 | 26,493 | — | 748,993 |
| Other than For Cause/Constructive Termination (post-CoC) | 637,500 | 297,500 | 26,493 | 2,696,850 | 3,658,343 |
- Double-trigger policy applies for NEOs (other than CEO) in change-in-control scenarios .
Compensation Structure Notes and Peer Benchmarking
- Pay mix emphasizes variable compensation: NEOs average ~84% variable (as of 12/31/2024), with structure governed by the compensation committee .
- 2024 compensation actions: increased equity proportion; shifted PSU performance metrics to Bonus ARR and Cash Profit Metric; adjusted targets and weighting in November 2024 due to Long‑Term Contract Initiative impacts .
- Compensation consultant: Pearl Meyer engaged as independent advisor; market data used to inform but not to target a singular percentile .
- 2024 peer group included Clearwater Analytics, Jamf, Rapid7, Commvault, MeridianLink, SPS Commerce, EngageSmart, Model N, Tenable, EverCommerce, Progress, Workiva, Instructure, Vertex, Zuora .
- Clawback: Dodd‑Frank compliant clawback policy adopted; recovery required upon restatement .
- Say‑on‑pay: ~99% approval at 2024 annual meeting .
Investment Implications
- Alignment and retention: Adler is in compliance with stock ownership guidelines (3x salary), has sizable unvested RSUs/PSUs with scheduled vesting and a double‑trigger change‑in‑control framework—factors that promote retention while aligning with shareholders; hedging and pledging are prohibited, reducing misalignment risk .
- Incentive levers: 2024 adjusted bonus and PSU metrics reflect management’s strategic shift to longer‑term contracts; while lowering thresholds and changing weighting helped avoid zero payouts, investors should monitor future adjustments for pay‑for‑performance integrity (overall 2024 bonus payout was 70% of target; PSU achievement 70%) .
- Potential supply: Quarterly RSU vesting cadence (6.25% per quarter after initial 25%) creates predictable windows that can add incremental selling pressure, although trading must be pre‑cleared and is subject to blackout rules; no hedging/pledging permitted .
- Change‑in‑control economics: 18 months salary and immediate full equity vesting upon double‑trigger termination provide balanced protection but may incentivize alignment in strategic transactions; hypothetical CoC payout for Adler estimated at ~$3.66m as of 12/31/2024 .