N ABLE INC (NABL)
Sector: Information Technology
2026 Annual Meeting Analysis
N ABLE INC · Meeting: May 28, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Bingle has served since July 2021 (approximately 5 years); the 3-year TSR gap versus the company-disclosed peer group is -18.2 percentage points, which is below the 20-percentage-point trigger threshold required for a negative vote on a director whose company has negative absolute TSR, so no TSR trigger fires; no overboarding, attendance, or independence concerns identified.
Lewis has served since July 2021 (approximately 5 years); the 3-year peer-group TSR gap of -18.2 percentage points falls just short of the 20-percentage-point trigger threshold, so no TSR trigger fires; no overboarding, attendance, or independence concerns identified.
McMartin has served since July 2021 (approximately 5 years); the 3-year peer-group TSR gap of -18.2 percentage points is below the 20-percentage-point trigger threshold, so no TSR trigger fires; McMartin is the audit committee chair and qualifies as an audit committee financial expert, satisfying financial expertise requirements.
All three Class II director nominees — Bingle, Lewis, and McMartin — receive a FOR vote. Although NABL's stock has declined sharply in absolute terms (3-year price return of -64.8%), the company's underperformance versus its own disclosed compensation peer group is only -18.2 percentage points over three years, which is below the 20-percentage-point trigger threshold applicable when absolute TSR is negative. No director has overboarding issues, attendance problems, or independence concerns that would independently warrant a negative vote.
Say on Pay
✓ FORCEO
John Pagliuca
Total Comp
$7,748,106
Prior Support
90%%
The CEO's total reported compensation of $7,748,106 is within a reasonable range for a CEO at a ~$881 million market-cap technology software company, and approximately 94% of his pay is variable or performance-based (equity awards and performance bonuses), well above the 50-60% minimum required by policy. The compensation program uses meaningful performance metrics — Annual Recurring Revenue, Billings, and Cash Profit — with actual 2025 payouts coming in below target (84.1% of bonus target and 79.3% of performance stock award target), demonstrating that the incentive structure is working as intended and reducing payouts when the company underperforms its goals. The prior year Say on Pay vote received approximately 90% shareholder support, well above the 70% threshold, and no structural concerns such as a lack of clawback policy or excessive fixed pay were identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,609,375
Non-Audit Fees
$2,125
Non-audit fees in 2025 were only $2,125 (accounting research and compliance software), representing well under 1% of the $2,609,375 in audit fees — far below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of NABL's size. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy, and no material restatements were identified.
Overall Assessment
The 2026 N-able annual meeting ballot contains three standard proposals: director elections, auditor ratification, and Say on Pay. All three receive a FOR vote — the director TSR trigger does not fire because the company's 3-year underperformance versus its disclosed peer group (-18.2 percentage points) falls just below the 20-percentage-point threshold, the auditor fee structure is clean with negligible non-audit fees, and the executive compensation program demonstrates meaningful pay-for-performance alignment with below-target payouts in 2025 reflecting actual company performance.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing