Michael Widmann
About Michael Widmann
Michael Widmann (age 36) is an independent director of N‑able and a Managing Director at Silver Lake, which he joined in 2011; he previously worked in Technology Investment Banking at Credit Suisse. He has served on N‑able’s board since July 16, 2021 and holds a B.A. in Economics from Claremont McKenna College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Managing Director | 2011–present | Sponsor designee experience, technology investing expertise (as described by Board) |
| Credit Suisse | Technology Investment Banking Group | — (prior role) | — |
External Roles
| Organization | Role | Notes |
|---|---|---|
| SolarWinds (NYSE: SWI) | Director | SolarWinds has entered into a definitive agreement to be acquired by Turn/River Capital; take‑private expected to close in Q2 2025 . |
| TEG Pty Ltd | Director | — |
| Zuora, Inc. | Director | — |
Board Governance
| Committee | Role |
|---|---|
| Compensation Committee | Member |
| Audit Committee | Not a member |
| Nominating & Corporate Governance Committee | Not a member |
| Cybersecurity Committee | Not a member |
| Governance Attribute | Detail |
|---|---|
| Independence status | Board determined Widmann is independent under NYSE listing standards . |
| Attendance | Each current director attended at least 75% of Board and committee meetings during 2024; all directors attended the 2024 annual meeting . |
| Meetings held (2024) | Board: 7; Audit: 4; Compensation: 3; Nominating: 4; Cybersecurity: 4 . |
| Sponsor rights and designation | Silver Lake Funds have nomination rights per stockholders’ agreement; Widmann is currently a Silver Lake nominee on the Board . |
| Controlled company status | N‑able is a controlled company; therefore committees need not be entirely independent under NYSE rules (though Compensation members are independent) . |
Fixed Compensation
| Year | Cash Fees ($) | Components |
|---|---|---|
| 2024 | 41,000 | Base board retainer $35,000 ; Compensation committee member retainer $6,000 |
| 2023 | 41,000 | Base board retainer $35,000 ; Compensation committee member retainer $6,000 |
Performance Compensation
| Year | RSU Grant Fair Value ($) | Grant Date Basis | Shares Underlying Outstanding Stock Awards (as of year‑end) | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|---|---|
| 2024 | 179,997 | Granted on date of 2024 annual meeting | 14,229 | Annual Award vests in full immediately prior to next annual meeting, subject to service | All non‑employee director equity awards vest in full upon Change in Control |
| 2023 | 179,988 | Granted on date of 2023 annual meeting | 21,149 (director cohort; Ms. Johnson 20,383) | Annual Award vests in full immediately prior to next annual meeting, subject to service | All non‑employee director equity awards vest in full upon Change in Control |
Director equity awards follow a standardized policy: Initial RSU grant $360,000 vesting over three years; annual RSU grant $180,000 vesting before the next annual meeting; full acceleration on change‑in‑control .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Silver Lake‑related nomination | Sponsor | Silver Lake nominee (Widmann) currently serves on N‑able’s Board | Sponsor nomination rights; Board composition influenced by Silver Lake |
| Compensation Committee Interlocks | — | Member of N‑able’s Compensation Committee | Proxy states no Item 404 relationships for Compensation Committee members, and no reciprocal interlocks with other entities’ boards/comp committees |
Expertise & Qualifications
- Managing Director at Silver Lake with technology investment background; prior Technology Investment Banking at Credit Suisse .
- B.A. in Economics from Claremont McKenna College .
- Board views his industry experience and business knowledge as qualifying him to serve .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 82,093; less than 1% of outstanding |
| Shares outstanding reference | 188,957,206 shares outstanding as of March 25, 2025 |
| Outstanding stock awards (director cohort) | 14,229 shares underlying outstanding stock awards as of Dec 31, 2024 (each non‑employee director) |
| Director stock ownership guidelines | Minimum equity interest equal to 3× base annual cash board retainer; value calculated on 30‑day average price |
| Compliance status | As of Jan 1, 2025, each non‑employee director was in compliance |
| Hedging/pledging | Hedging and pledging of Company stock prohibited by insider trading policy |
Governance Assessment
- Independence and attendance: Widmann is classified independent under NYSE standards; attendance threshold met and annual meeting attended, supporting baseline governance effectiveness .
- Committee roles: Active on the Compensation Committee, which reviews executive and director compensation and administers equity plans; Committee members are independent though N‑able is a controlled company .
- Sponsor control (RED FLAG): Sponsors collectively held ~59.0% voting power as of March 25, 2025; Silver Lake holds ~32.5% and has director nomination rights; Widmann is a Silver Lake nominee. This concentration can influence board decisions and director elections, a governance risk investors should monitor .
- Related‑party exposure (YELLOW FLAG): The stockholders’ agreement obligates N‑able to reimburse Sponsors and certain affiliates for out‑of‑pocket costs and advisory services related to separation and their ownership of N‑able stock, indicating ongoing financial ties to Sponsors .
- Alignment mechanisms: Director stock ownership guidelines (3× retainer) and prohibition of hedging/pledging improve alignment; proxy confirms compliance as of Jan 1, 2025 .
- Director pay structure: Stable year‑over‑year cash fees ($41,000) and standard annual RSU grants ($180,000 fair value) signal consistent compensation policy without apparent anomalies or repricing; non‑employee director awards accelerate on change‑in‑control per plan .
- Shareholder sentiment: Say‑on‑pay approval at ~99% in 2024 indicates strong support for compensation practices overseen by the Compensation Committee (on which Widmann serves) .
Overall, Widmann brings private equity and technology investment expertise and serves on a key committee, with formal independence and solid attendance. The principal governance risk is sponsor control and nomination rights, including reimbursement arrangements with Sponsors; mitigants include stock ownership guidelines, anti‑hedging/pledging policies, and broad director independence determinations .