Peter Anastos
About Peter Anastos
Peter C. Anastos, age 63, serves as Executive Vice President and General Counsel at N-able and has held this role since March 2021; he holds an A.B. in Government from Dartmouth College and a J.D. from Boston University School of Law . Company performance context during his tenure: cumulative TSR value of a $100 investment moved from $89 in 2021 to $75 in 2024, while Bonus ARR rose from $364.3M (2021) to $457.7M (2024) and GAAP net income increased from $16.7M (2022) to $31.0M (2024) . Executive incentives at N-able emphasize pay-for-performance with metrics centered on Bonus ARR and a Cash Profit Metric, with PSUs and RSUs comprising a significant share of at‑risk compensation for NEOs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Access Information Management | General Counsel | 2017–2021 | Not disclosed in proxy |
| Cynosure | SVP, General Counsel | 2014–2017 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed in biography |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary | Not disclosed | Anastos is not a named executive officer (NEO) in the proxy CD&A tables ; he is listed as an executive officer, but specific compensation is not provided . |
| Target bonus % | Not disclosed | Bonus targets shown apply to NEOs; Anastos’ target not disclosed . |
| Actual bonus paid | Not disclosed | NEO payouts reported; no line item for Anastos . |
Performance Compensation
| Metric | Weighting | Adjusted Threshold | Adjusted Target | Adjusted Maximum | Actual (2024) | Payout |
|---|---|---|---|---|---|---|
| Bonus ARR (USD mm) | 66% | $454.0 | $475.8 | $488.9 | $457.7 | 54% (metric-level) |
| Cash Profit Metric (USD mm) | 34% | $114.6 | $119.9 | $122.9 | $123.3 | 100% (metric-level) |
| Combined Executive Bonus Program | — | — | — | — | — | 70% of target (NEOs) |
- Vesting mechanics for 2024 PSU awards (NEOs): earned shares vest one‑third upon certification (Feb 2025), then Feb 15, 2026 and Feb 15, 2027, subject to service .
- Note: The table reflects company incentive design and outcomes for NEOs; specific grant sizes, payouts, or vesting for Anastos are not disclosed .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Executive stock ownership guideline | 3x base salary for executive officers; CEO at 5x, measured each Jan 1 based on 30‑day average price . |
| Compliance status (as of Jan 1, 2025) | Each executive officer was in compliance (includes Anastos as an executive officer) . |
| Hedging/Pledging | Prohibited: no hedging, short sales, options, or pledging/margin accounts for directors/executives . |
| Beneficial ownership | No individual line item disclosed for Anastos; proxy ownership table covers directors and NEOs . |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | March 2021 (EVP, General Counsel) . |
| Contract type | Not disclosed for Anastos; the proxy describes employment agreements and severance for NEOs only . |
| Non-compete / non-solicit | Not disclosed for Anastos; NEO severance contingent on confidentiality, non‑compete, and non‑solicit obligations . |
| Change-of-control | Not disclosed for Anastos; NEO arrangements are double‑trigger with equity acceleration and cash severance tiers . |
Performance & Company Context (During Tenure)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR – $100 initial investment | $89 | $82 | $106 | $75 |
| Peer Group TSR – $100 initial investment | $112 | $91 | $115 | $144 |
| GAAP Net Income (USD thousands) | $113 | $16,707 | $23,412 | $30,958 |
| Bonus ARR (USD millions) | $364.3 | $408.3 | $430.7 | $457.7 |
Compensation Committee & Governance Notes
- Compensation Committee members: William Bock (Chair), Michael Bingle, Michael Widmann; Pearl Meyer engaged as independent consultant for market benchmarking and peer group design .
- 2024 Compensation peer group includes 15 software peers (e.g., Jamf, Progress, Tenable, Workiva, Zuora) with selection criteria based on industry, size (0.5x–2x revenue), and operating profile .
- Say‑on‑pay (May 22, 2025): Approved with 170,351,807 For, 1,406,376 Against, 276,245 Abstain; strong shareholder support for pay program .
- Sponsors as controlling stockholders: Silver Lake and Thoma Bravo collectively held ~59.0% voting power as of March 25, 2025, with board nomination rights per stockholders’ agreement .
Compensation Structure Analysis (Framework Signals)
- Shift in long-term metrics: 2024 PSUs moved from adjusted EBITDA to Cash Profit Metric alongside Bonus ARR to better align with long‑term contracts and ASC 606 impacts .
- Mid‑year retargeting and caps: November 2024 adjustments lowered thresholds/targets, changed weights (66% ARR / 34% Cash Profit), and capped payouts at 120% for certain employee groups, reflecting strategy transition (Long‑Term Contract Initiative) .
- Equity-heavy mix: Majority of NEO pay is performance‑based and at‑risk; RSUs over four years and PSUs with multi‑year service vesting after certification .
- Clawback policy: NYSE/SEC‑aligned clawback for erroneous incentive compensation under restatements .
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives and directors, reducing misalignment and credit risk from collateralized shares .
- Strong say‑on‑pay support (2025) indicates low near‑term shareholder pressure on compensation structure .
- Sponsor control (~59% voting power) can influence governance dynamics, including board composition and change‑of‑control outcomes .
Investment Implications
- Alignment: Anastos is in compliance with executive stock ownership guidelines, and company policies prohibit hedging/pledging—supporting alignment with shareholders and reducing forced‑selling risk from margin calls .
- Retention and selling pressure: NEO equity vesting typically clusters around February certification and subsequent annual tranches; while Anastos’ awards are not disclosed, be aware of seasonal supply from executive vesting in Q1 that can influence trading flows for the stock .
- Execution and metric redesign: The pivot to Cash Profit Metric and retargeting during the Long‑Term Contract Initiative reflect management’s focus on profitable, contracted growth; investors should monitor ARR quality/mix and cash profitability delivery against adjusted targets .
- Governance overlay: Strong say‑on‑pay support and formal clawback policy are positives; sponsor control remains a structural consideration for governance and corporate actions .