Michael Bingle
About Michael Bingle
Michael “Mike” Bingle (age 52) is an independent Class II director of N‑able, Inc., serving since July 16, 2021. He is Vice Chairman of Silver Lake and joined the firm in 2000; earlier, he was a principal at Apollo Management and worked in Goldman Sachs’ Investment Banking Division. He holds a B.S.E. in Biomedical Engineering from Duke University. The Board states his board and industry experience and knowledge of the business qualify him to serve as a director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Vice Chairman; joined Silver Lake in 2000 | 2000–present (current) | Senior leadership at controlling shareholder of NABL |
| Apollo Management, L.P. | Principal | Prior to 2000 (not specified) | Private equity investing experience |
| Goldman, Sachs & Co. (IBD) | Investment Banking | Prior to Apollo (not specified) | Capital markets and M&A experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Achievers Holdings, Inc. | Director (current) | Current public/private board seat per proxy biography |
| Blackhawk Network Holdings, Inc. | Director (current) | Current board seat per proxy biography |
| Duke University | Trustee (Board of Trustees) | Governance role in higher education |
| Council on Foreign Relations | Member | Policy/civic organization membership |
| Prior: Ameritrade (AMTD), Ancestry, Credit Karma, Datek, Fanatics, Gartner (NYSE: IT), GLG, Interactive Data, IPC, Instinet, Mercury Payment Systems, SoFi (NASDAQ: SOFI), SolarWinds (NYSE: SWI), Virtu (NASDAQ: VIRT) | Director (prior roles) | Broad public/private company oversight across fintech, software, data, brokerage |
Board Governance
- Committee assignments (2024–2025):
- Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Sponsor designation: Silver Lake nominees on the Board are Mike Bingle and Michael Widmann (Silver Lake collectively owns 32.5% and, with Thoma Bravo, 59.0% voting power) .
- Independence: The Board determined Mr. Bingle is independent under NYSE standards (all directors except the CEO are independent) .
- Attendance: In 2024, the Board met 7x; each current director attended at least 75% of aggregate Board and committee meetings; all current directors attended the 2024 annual meeting .
- Board leadership: Independent non‑executive Chair (William Bock) leads executive sessions; each Board committee is chaired by an independent director .
- Controlled company status: As a controlled company, NABL is not required to have fully independent compensation or nom/gov committees (though current members are deemed independent) .
Committee Memberships (current)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Compensation | Member |
| Audit | Not a member |
| Cybersecurity | Not a member |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Director cash retainer per policy |
| Compensation Committee (member) | $6,000 | Additional cash retainer per policy |
| Nominating & Corporate Governance (chair) | $8,000 | Chair retainer per policy |
| Total Cash Earned (2024) | $49,000 | Matches Director Compensation Table (Bingle) |
| Annual RSU grant (2024) | $179,997 | Aggregate grant date fair value; granted on date of 2024 annual meeting |
| Director RSU vesting | Annual awards vest in full the day before the next annual meeting | Time‑based; initial awards vest annually over 3 years |
| Equity acceleration on Change in Control | All outstanding non‑employee director equity vests in full on a Change in Control | Per policy |
- 2024 Director compensation totals (Bingle): Cash $49,000; Stock awards $179,997; Total $228,997 .
Performance Compensation (Director)
| Item | Status/Detail |
|---|---|
| Performance-linked director pay | None disclosed; non‑employee director equity is time‑based RSUs (no performance metrics) |
Other Directorships & Interlocks
| Company/Entity | Type | Relationship to NABL |
|---|---|---|
| Silver Lake (Vice Chairman) | Sponsor/Controlling Stockholder | Silver Lake funds are controlling stockholders with nomination rights; Bingle is a Silver Lake designee |
| Achievers Holdings, Inc.; Blackhawk Network Holdings, Inc. (current) | Portfolio/board roles | Current external boards; no specific related‑party transactions with NABL disclosed |
| Prior public boards (e.g., SoFi, Gartner, Virtu, SolarWinds, AMTD) | Public companies | Historical experience; not current interlocks per proxy |
- Compensation Committee Interlocks: None disclosed among 2024 compensation committee members (Bingle, Bock, Widmann) under Item 404 .
Expertise & Qualifications
- Finance and private equity leadership (Vice Chairman, Silver Lake); extensive board experience across technology, software, data, fintech; Duke B.S.E. in Biomedical Engineering .
- Board states his industry experience and knowledge of NABL’s business qualify him as a director .
- Audit committee “financial expert” is Cam McMartin (not Bingle) .
- Governance policies: anti‑hedging and anti‑pledging for directors; pre‑clearance required for trading; 10b5‑1 plans permitted under policy constraints .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael (Mike) Bingle | 91,353 | <1% | Includes 14,229 RSUs vesting within 60 days of March 25, 2025 |
| Silver Lake affiliated entities | 61,473,869 | 32.5% | Controlling stockholder group |
- Non‑employee director stock ownership guideline: ≥3x base board retainer; designees of Silver Lake may count Silver Lake’s shares for compliance; all directors were in compliance as of Jan 1, 2025 .
- Hedging and pledging of Company stock prohibited for directors .
Governance Assessment
-
Strengths
- Independent non‑executive Chair and independent committee chairs; executive sessions led by the Chair .
- Board reports all directors (except CEO) as NYSE‑independent; Bingle is independent .
- Strong director attendance; all directors attended 2024 annual meeting .
- Director ownership guidelines in place and in compliance as of Jan 1, 2025 .
- Anti‑hedging/pledging policy for directors .
- 2024 say‑on‑pay approval ≈99% (signal of shareholder support for compensation program oversight) .
- Compensation committee uses independent consultant (Pearl Meyer) .
-
Risks/Red Flags to monitor
- Control and potential conflicts: Sponsors (Silver Lake and Thoma Bravo) collectively hold ~59.0% voting power; Silver Lake nominates directors (including Bingle), which may influence governance and committee decisions despite formal independence .
- Controlled company exemptions: While current members are independent, NABL is not required to maintain fully independent compensation or nominating committees under NYSE rules due to controlled status .
- Related‑party context: NABL agreed to reimburse Sponsors and affiliates for certain costs related to the separation, advisory services, and ownership; review of such reimbursements is a governance focal point .
- Stockholders’ agreement litigation: In July 2024, Delaware Chancery Court declared certain stockholders’ agreement provisions facially invalid (including provisions on director election/removal, committee composition, and specified approval rights); fee settlement finalized in Dec 2024. This mitigates some Sponsor overreach but underscores past governance risk .
- Compensation goalposts: In 2024, the compensation committee (of which Bingle is a member) adjusted PSU and bonus metrics and weightings mid‑year due to the Long‑Term Contract Initiative and capped payouts at 120%; while rationale was provided, such changes can be viewed as easing targets. Final payout at 70% of target reflects partial performance, but target revisions warrant continued scrutiny .
Overall, Bingle brings deep sponsor‑side governance and capital allocation expertise and chairs the nominating/governance committee, but his status as a Silver Lake designee within a controlled company structure, and the history of invalidated stockholder agreement provisions, present ongoing alignment and independence optics to monitor .