UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
Commvault Systems, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☑ No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
(tt} Commvault
ce
Commvault Systems, Inc.
Commvault Way
Tinton Falls, New Jersey 07724 (732) 870-4000
June 24, 2026
Dear Fellow Stockholders:
Last year was a defining chapter in Commvault's history, marked by industry-leading innovation, disciplined execution, and clear strategic vision for resilience in a world being reshaped by AI. Total revenue grew 19% to a record $1.184 billion, and we surpassed our $1 billion total annual recurring revenue target two quarters early, closing the year at $1.122 billion.
I would like to extend my appreciation to our CEO, Sanjay Mirchandani, the entire leadership team, and our employees worldwide. Their sustained focus and determination drove strong profitability and free cash flow generation, while the Company returned $446 million to stockholders through share repurchases.
The agentic era is ushering in a new reality for our customers. While enterprises are increasing productivity and efficiencies, they also face exponential data growth, a surge in AI-driven attacks, and scores of new identities attempting to access enterprise data and systems. These risks pose a material threat to organizations, requiring enterprises to think about resilience in an entirely new way.
By unifying data security, identity resilience, and cyber recovery, Commvault helps organizations address today's challenges. We protect the data that powers AI while enabling customers to use AI to detect threats faster, recover at scale, and automate their resilience operations. This is further enhanced by our industry-leading partners, who extend our reach, deepen our interoperability, and allow customers to rely on Commvault as part of their secure ecosystems.
We remain focused on developing and deploying purpose-built innovations for our customers and partners, driving sustainable, profitable growth, and delivering long-term value for our shareholders.
On behalf of the Board of Directors, thank you for your continued support. Sincerely,
Nicola Adamo
Chair of the Board
TIME AND DATE
Thursday, August 6, 2026 10:00am ET
LOCATION
Virtual only https://ir.commvault.com/news-and-events/annual-
meeting
RECORD DATE
June 12, 2026
It is my pleasure to notify our stockholders of our 2026 Annual Meeting. We look forward to your participation.
The purposes of the meeting are:
To elect seven directors for one-year terms;
To approve, on an advisory basis, Commvault's executive compensation;
To ratify the appointment of Ernst & Young LLP as Commvault's independent public accountants for the fiscal year ending March 31, 2027; and
To approve Commvault's 2026 Equity Plan.
Only stockholders of record as of the Record Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. We will mail a Notice of Internet Availability of Proxy Materials to stockholders of record on or about June 24, 2026, so you can access our proxy materials online or request paper copies of these materials.
For information about how to access the virtual meeting, and what to do if you have technical difficulties, please see "Additional Information About the Annual Meeting."
If you vote in advance using our telephone or Internet voting procedures or by sending in your proxy card, you may still attend and vote at the Annual Meeting.
A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders during the ten days preceding the meeting. Information regarding how to examine the stockholder list is available at the meeting website at https://ir.commvault.com/news-and-events/annual-meeting.
Important Notice of Internet Availability of Proxy Materials for the Meeting to be held on August 6, 2026: This proxy statement and our annual report to stockholders are available at https://www.edocumentview.com/CVLT.
By Order of the Board of Directors
Danielle Sheer
Chief Legal and Trust Officer
June 24, 2026
How to Vote:
Online During the Meeting
Attend the Annual Meeting virtually at https://ir.commvault.com/news-and-events/annual-meeting and follow the instructions on the website
Online Before the Meeting
Visit https://www.investorvote.com/CVLT and finish voting by Wednesday, August 5, 2026 at 11:59pm ET.
MailSign, date and return your proxy card in the enclosed envelope
TelephoneCall the telephone number on your proxy card
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
What's New 4
Election of Directors 5
Transactions With Related Persons 21
Director Compensation 22
Stock Ownership Guidelines for Independent Directors 23
Board Composition 5
Fiscal 2026 Financial Highlights 6
Security Ownership of Management and Certain Beneficial Owners
24
Delinquent Section 16(a) Reports 25
Executive Compensation Highlights 8
Proposal No. 2: Advisory Vote on Commvault's Executive Compensation 26
Proposal No. 1: Election of Directors 10
Director Independence 10
Nominees for Election 11
Executive Compensation 27
Compensation Committee Report 40
Audit Committee Report 51
14
Majority Vote Standard and Resignation Policy in Director Elections
Proposal No. 3: Ratification of the Appointment of 52
Independent Auditors
Corporate Governance 15
Overview 15
Cybersecurity 16
Board Leadership Structure 17
Board Oversight of Risk 17
Stockholder Engagement 18
How We Choose Directors 18
Board Committees 19
Meetings of the Board 20
How to Contact Our Board 20
Audit, Audit-Related, Tax, and All Other Fees 52
53
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors
Proposal No. 4: Approval of 2026 Equity Plan 54
Background 54
Key Data 55
Description of the 2026 Equity Plan 56
Fiscal 2026 Equity Compensation Plan Information 62
Additional Information About the Annual Meeting 63
Governance Documents 21
Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures 67
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
This proxy summary highlights information contained elsewhere in this proxy statement. It does not contain all the information that you should consider. Please read the entire proxy statement carefully before voting. This proxy statement is first being made available to stockholders of Commvault Systems, Inc. ("Commvault," "we," "our," "us," or the "Company") on or about June 24, 2026.
TIME AND DATE
Thursday, August 6, 2026 10:00am ET
LOCATION
Virtual only https://ir.commvault.com/news-and-events/annual-
meeting
RECORD DATE
June 12, 2026
MEETING AGENDA
Proposal Board's voting
recommendation
For more information
Election of directors
✓
FOR each nominee
Page 10
Advisory vote on Commvault's executive compensation ✓ FOR Page 26
Ratification of the independent auditors
✓
FOR
Page 52
Approval of the 2026 Equity Plan ✓ FOR Page 54
What's NewWe unveiled Commvault Cloud Unity, our cloud-native, AI-enabled resilience platform that unifies data and AI security, identity resilience, and cyber recovery across cloud, SaaS, hybrid, and on-prem environments - all from a single interface.
We hired a Deputy Chief Information Security Officer ("Deputy CISO") and a Senior Director of Product Security to deepen our security leadership across operations and product development.
We launched sovereign cloud capabilities to deliver cyber resilience for customers operating in highly regulated environments.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
We established our AI Governance Council and launched our AI governance training for all employees.
We published a refreshed Sustainability Report, including our commitment to setting net-zero targets through the Science-Based Targets initiative ("SBTi").
PROXY SUMMARY | ELECTION OF DIRECTORS
The following table shows information about our director nominees. All of our directors and nominees are independent except Mr. Mirchandani, Commvault's President and Chief Executive Officer ("CEO").
Governance
Committees
Director
NOMINEES Age Since
Professional Background Audit Nominations and
Operating Compensation
Nicola Adamo, Chair of the Board | 62 | 2018 | Founder and President, Making a Mark | ||||
Martha Bejar | 64 | 2018 | Senior Partner, DaGrosa Capital Partners | ⬤ | ⬤ | ||
Keith Geeslin | 73 | 1996 | Partner, Francisco Partners | ⬤ | ⬤ | ||
Vivie "YY" Lee | 59 | 2018 | Former Senior Vice President and Chief Strategy Officer, Anaplan | ⬤ ⬤ | |||
Sanjay Mirchandani | 62 | 2019 | President and CEO, Commvault Systems | ||||
Chuck Moran | 71 | 2018 | Founder and former President and CEO, Skillsoft | ⬤ ⬤ | |||
Shane Sanders | 63 | 2022 | Former Senior Vice President of Business Transformation, Verizon Communications | ⬤ | ⬤ |
Number of Directors | 2 | 3 2 3 | |||
⬤ Committee Chair ⬤ Committee Member
Board CompositionCOMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROXY SUMMARY | FISCAL 2026 FINANCIAL HIGHLIGHTS
Fiscal 2026 Financial HighlightsFiscal 2026 reflected strong operational execution, highlighted by notable increases in revenues, total annualized recurring revenue ("ARR")(1), subscription ARR(1) and SaaS ARR(1). The following charts present selected financial metrics (amounts in millions):
Total ARR represents the annualized value of all active contracts as of the end of a reporting period. ARR includes recurring subscription offerings, customer support associated with perpetual and term licenses, premium support offerings for subscription-based customers, and managed service offerings. ARR excludes non-recurring elements, such as perpetual licenses and professional services, which are typically delivered at a point in time. For all term-based arrangements, ARR is calculated by dividing the total active contract value by the number of days in the contract term and multiplying the result by 365. For consumption-based arrangements on a pay as you go model without a fixed commitment, ARR is calculated by annualizing the revenue contractually expected to be received in a given month based on actual monthly usage from a prior month. Because ARR includes only contracts that are active at the end of the reporting period, it does not reflect assumptions or estimates regarding future contract renewals or non-renewals. Subscription ARR represents the portion of ARR attributable to term-based licenses, maintenance and support services associated with term license arrangements, SaaS subscriptions, and consumption-based arrangements, calculated using the same ARR methodology. SaaS ARR represents the cloud-hosted portion of Subscription ARR and excludes revenue attributable to term license arrangements and related maintenance and support services. SaaS ARR reflects the annualized value of active SaaS contracts.
These metrics are non-GAAP measures and do not have standardized definitions under U.S. generally accepted accounting principles ("GAAP"). As such, they may not be comparable to similarly titled measures used by other companies and should be considered as a supplement to, and not as a substitute for, financial information prepared in accordance with GAAP. Management uses these metrics to assess the health of our recurring revenue base and to inform strategic decision making. These metrics should be viewed independently of GAAP revenue, deferred revenue and unbilled revenue and are not intended to be combined with or to replace those items. ARR is not a forecast of future revenue.
Non-GAAP EBIT is defined as GAAP income from operations ("EBIT") adjusted to exclude certain noncash expenses, restructuring and acquisition-related costs, and other nonrecurring charges. These adjustments are detailed in the reconciliation of GAAP to non-GAAP financial measures included in Annex A. Commvault believes that the use of this non-GAAP financial measure, when used as a supplement to GAAP financial measures, provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Commvault's industry, many of which present similar non-GAAP financial measures to the investment community. Our GAAP EBIT was $74.0 million and $73.7 million in fiscal years 2026 and 2025, respectively.
Non-GAAP free cash flow ("FCF") is defined as net cash provided by operating activities less purchases of property and equipment. Commvault considers non-GAAP FCF a useful metric for Commvault management and its investors in evaluating Commvault's ability to generate cash from its business operations. Our GAAP cash provided by operating activities was $245 million and
$207 million in fiscal years 2026 and 2025, respectively. Please see "Reconciliation of GAAP to Non-GAAP Financial Measures" in Annex A for additional information about our non-GAAP financial measures.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROXY SUMMARY | GOVERNANCE HIGHLIGHTS
Governance HighlightsCommvault is committed to corporate governance excellence. We strengthened several of our policies and practices to demonstrate this commitment, including those summarized below.
AI Governance. We established an AI Governance Council to promote and enforce the responsible, principled, and compliant development of AI. This council is the enforcement arm of our AI Governance Framework. We also launched a company-wide AI governance training program aligned with the National Institute of Standards and Technology ("NIST") AI Risk Management Framework 1.0, reinforcing the Principles for Responsible Artificial Intelligence adopted by our Board of Directors (the "Board").
Cybersecurity Leadership. We added our Deputy CISO and a Senior Director of Product Security, deepening our leadership bench across enterprise security, product security governance, and incident preparedness.
Data Privacy and Regulatory Compliance. We continue to expand our global data governance program in response to evolving regulatory requirements, including publishing an EU Data Act Addendum to our customer terms, incorporating ransomware payment reporting procedures under Australia's Cyber Security Act 2024, and preparing for India's Digital Personal Data Protection Rules.
Disclosure Committee. We expanded the scope and leadership of the Disclosure Committee and broadened its oversight of the Company's public disclosures.
Enterprise Risk Management. We evolved our Enterprise Risk Management program to a top-down and bottom-up risk assessment framework and introduced automated risk monitoring and reporting, increasing the timeliness and depth of risk visibility across the organization.
Investment Policy. We adopted an Investment Policy, approved by the Audit Committee and Operating Committee, establishing parameters, responsibilities, and controls for investing the Company's available cash. Management provides quarterly updates on investment activity to the Audit Committee.
We believe these updates and practices represent strong corporate governance measures that are in the best interests of the Company and its stockholders.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROXY SUMMARY | EXECUTIVE COMPENSATION HIGHLIGHTS
Executive Compensation HighlightsCommvault's executive compensation program is designed to support our long-term strategic vision and align with our pay-for-performance philosophy. As shown below, a significant amount of our executives' direct compensation is long-term and varies based on Company performance. Please see "Compensation Discussion and Analysis" for additional information on executive compensation.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROXY SUMMARY | SUSTAINABILITY DEVELOPMENTS
Sustainability DevelopmentsTALENT DEVELOPMENT & ENGAGEMENT
Our people drive our success. In fiscal 2026, we launched new cybersecurity and AI governance training programs for all employees, reflecting our investment in equipping our workforce with the skills to meet evolving technology and security challenges. Employees, partners, and customers participated in over 3,400 training programs totaling more than 219,000 hours.
INTEGRATION WITH RISK MANAGEMENT
Sustainability-related risks are reported to the Enterprise Risk Management Committee ("ERMC") and escalated to our Audit Committee as appropriate. In fiscal 2026, we expanded our Dynamic Materiality Assessment process to incorporate double materiality considerations, enabling the Company to evaluate both the impact of sustainability risks on the business and the Company's impact on the environment and stakeholders.
SUSTAINABLE STEWARDSHIP
In fiscal 2026, we completed a comprehensive assessment of our Scope 1, 2, and 3 greenhouse gas emissions, building on prior assessments to further refine our emissions profile and inform our reduction strategy. Further, we committed to setting net-zero science-based emissions reduction targets through the SBTi.
GOVERNANCE
All directors of the Board are elected annually. All directors are independent with the exception of our President and CEO.
SUSTAINABILITY REPORT
We evaluated our fiscal 2026 performance in our seventh annual Sustainability Report published in June 2026.
INNOVATION
In fiscal 2026, we earned 30+ awards and other recognitions for our technical and organizational innovations, giving us a critical edge in a competitive industry.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
The Board has nominated seven people to serve as directors until the 2027 Annual Meeting.
WHAT AM I VOTING ON?
VOTE RECOMMENDATION
FOR all seven nominees.
If you sign, date and return your proxy card, the individuals named as proxy voters on the proxy card for our 2026 Annual Meeting, or their substitutes, will vote your proxy for all the nominees, unless you provide contrary instructions. Commvault has no reason to believe that any nominee will be unavailable to serve as a director. However, if any nominee for director withdraws or for any reason is not able to serve as a director, we will vote your proxy for any replacement nominee designated by the Board.
Director IndependenceOur Corporate Governance Guidelines provide that the Board must have a majority of members who meet the independence standards set forth in the listing standards of the Nasdaq Stock Market ("Nasdaq"). The Board annually assesses the independence of each director and has determined that all the current directors except our President and CEO, Mr. Sanjay Mirchandani, are independent under these standards. In making this determination, the Nominations and Governance Committee ("NGC"), acting on behalf of our Board, considered all relevant facts and circumstances to ascertain whether there was any relationship between a director and Commvault that, in the opinion of the NGC, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROPOSAL NO. 1: ELECTION OF DIRECTORS | NOMINEES FOR ELECTION
Nominees for ElectionIndependent
Age: 62
Director since 2018
Chair of the Board since 2019
Committees: Attends All
Independent
Age: 64
Director since 2018
Committees:
NGC (Chair), Audit
Nicola AdamoProfessional Background
Nicola Adamo has served as the Chair of the Board since April 2019 and has served as a director of the Company since August 2018. Mr. Adamo is a former senior executive of Cisco Systems ("Cisco"), where he served in a variety of sales and leadership roles over a 22-year career prior to his retirement in 2016. While there, Mr. Adamo served as the Senior Vice President of the Americas, where he managed Cisco's largest geographic region, with annual IT and communications sales of more than $26 billion, and was responsible for 6,500 employees working across 60 different countries. Mr. Adamo also served as the Senior Vice President of Cisco's $12 billion Global Service Provider organization, leading sales, service delivery, and development for the company's top service provider customers, among various other roles. Prior to his tenure at Cisco, Mr. Adamo spent more than a decade at IBM in various sales and management assignments. Since leaving Cisco in 2016, Mr. Adamo has consulted with a range of tech companies, and currently serves on the board of directors of Lookout, Inc. Mr. Adamo is also the Founder and President of Making A Mark, Inc., which is a charitable foundation located in Monmouth County, New Jersey, dedicated to empowering change through awareness, knowledge and inclusive opportunities targeting the environment and education.
Qualifications
Mr. Adamo holds a BS in Computer Engineering from Columbia University. Mr. Adamo is an experienced executive in the information technology industry, who brings a deep working knowledge of the industry and experience from both enterprise and service provider segments, that he can deploy to provide valuable insight and perspectives to our Board. He also has extensive experience and successes as a leader who is able to balance strategy and execution, foster long-standing strategic relationships, and guide business and technology discussions and decisions for shared success. This combination makes him an effective leader for our Board.
Martha BejarProfessional Background
Martha Bejar has served as a director of the Company since July 2018. Ms. Bejar is a Senior Partner at DaGrosa Capital Partners. Previously, she was the Co-Founder/CEO of Red Bison Advisory Group, LLC. Ms. Bejar was also the CEO of several private telecommunications and technology companies, including Unium Inc., Flow Mobile Inc., and Wipro Infocrossing Inc. She has also held executive positions at Microsoft Corporation, Nortel Networks Corporation, and Bell Communications Research. Ms. Bejar currently serves on the board of directors of Lumen Technologies and Sportsman's Warehouse, and previously served on the board of directors of Quadient S.A. from 2019 to 2025.
Qualifications
Ms. Bejar earned an Advanced Management Program degree from Harvard Business School, graduated cum laude with a BS in Industrial Engineering from the University of Miami and earned an MBA from Nova Southeastern University. Ms. Bejar has a strong track record of leadership with some of the world's leading corporations where she evidenced a proven ability to drive and support innovation in the technology and software space. She also brings significant executive, governance, strategic, and financial expertise to the Board. Her experience leading complex global organizations and driving transformational growth initiatives enables her to provide valuable insight on strategy, operations, capital allocation, talent development, and long-term shareholder value creation.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROPOSAL NO. 1: ELECTION OF DIRECTORS | NOMINEES FOR ELECTION
Independent
Age: 73
Director since 1996
Committees:
Compensation, Operating
Independent
Age: 59
Director since 2018
Committees:
Compensation (Chair), NGC
Keith GeeslinProfessional Background
Keith Geeslin has served as a director of the Company since May 1996. Mr. Geeslin has been a partner at Francisco Partners, a global private equity firm, since January 2004, prior to which Mr. Geeslin spent 19 years with the Sprout Group, the venture capital arm of Credit Suisse's asset management business. Prior to joining the Sprout Group, Mr. Geeslin was the general manager of a division of Tymshare, Inc., a provider of public computer and network services and held various positions at its Tymnet subsidiary from 1980 to 1984. He was also previously a staff member of the U.S. Senate Commerce Committee.
Qualifications
Mr. Geeslin obtained his BS in Electrical Engineering from Stanford University and MA from University of Oxford. Mr. Geeslin also serves on the board of directors of Synaptics, Inc. Mr. Geeslin's private equity and venture capital experience, with a focus on technology sector companies, has given him an understanding of finance and of growth strategies, as well as experience in evaluating businesses in our industry, all of which is very helpful to the Board. Originally representing one of the Company's initial investors, Mr. Geeslin has a long history with Commvault and its management, providing continuity to Board deliberations. Mr.
Geeslin has held various public company directorships and brings that experience to the Board.
Vivie "YY" LeeProfessional Background
Vivie "YY" Lee has served as a director of the Company since February 2018. Ms. Lee served as Senior Vice President and Chief Strategy Officer of Anaplan, a SaaS software company, from 2018 to 2021. Prior to joining Anaplan, Ms. Lee served as CEO for FirstRain, a business analytics platform company, where she served as Chief Operating Officer before becoming CEO. Prior to joining FirstRain, Ms. Lee served as General Manager of Worldwide Services at Cadence Design Systems leading an advanced technology operation with P&L responsibility spanning research and development, go-to-market, sales, and support across global regions. She has held executive and operational responsibility in businesses with a broad range of technology, software, and systems products and services, requiring awareness and oversight of digital security risks and practices. Before Ms. Lee's tenure at Cadence, she co-founded the software company, Aqueduct Software, an enterprise-class software engineering solution for automating application data collection, profiling and analysis enabling iterative development and deployment. Bootstrapping the company from the ground-up, she secured top-tier VC financing, and ultimately led the company through acquisition by NetManage in 2000. In addition to Commvault, Ms. Lee serves on the board of directors of Synaptics, Inc. and Belden, Inc. Ms. Lee began her career at Bell Labs, Inc. and was part of early technical and product teams at Synopsys, Inc. and 8x8, Inc. (formerly Integrated Information Technology, Inc.).
Qualifications
Ms. Lee earned a BA in Mathematics from Harvard University. Through her tenures at numerous start-up and mature Silicon Valley-based technology companies, she brings significant entrepreneurial and executive-level experience in the technology and software industry to the Board. Her expertise in the IT space is broad, and provides the Board with tech-focused insight and perspective in the critical areas of operations, marketing and strategic development.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROPOSAL NO. 1: ELECTION OF DIRECTORS | NOMINEES FOR ELECTION
Age: 62
Director since 2019
Committees:
None
Independent
Age: 71
Director since 2018
Committees:
Compensation, Operating
Sanjay MirchandaniProfessional Background
Sanjay Mirchandani has served as Commvault's President and Chief Executive Officer and as a member of the Board of Directors since joining the Company in February 2019. Prior to Commvault, he served as CEO of Puppet, Inc., an IT automation company, from 2016 to 2019. Prior to that, Mr. Mirchandani served as VMware's Corporate Senior Vice President and General Manager of Asia Pacific and Japan from October 2013 to April 2016. From June 2006 to October 2013, Mr. Mirchandani held various senior leadership positions at EMC Corporation, including Chief Information Officer and leader of the Global Centers of Excellence, as well as various positions at Microsoft Corporation.
Qualifications
Mr. Mirchandani holds an MBA from the University of Pittsburgh and a Bachelor of Arts in Mathematics from Drew University. He brings extensive global leadership, operational, and entrepreneurial experience, gained through a distinguished career spanning established technology enterprises and high-growth organizations
As President and CEO, Mr. Mirchandani provides the Board with valuable insight into the Company's strategic priorities, financial performance, operational execution, and long-term growth opportunities. His deep understanding of Commvault's business, industry dynamics, and future direction contributes significantly to the Board's oversight and decision-making responsibilities.
Since 2023, Mr. Mirchandani has also served as a director of Itron, Inc., a technology company that delivers innovative solutions and services for energy and water resource management.
Chuck MoranProfessional Background
Chuck Moran has served as a director of the Company since July 2018. Mr. Moran founded Skillsoft Plc. ("Skillsoft") in 1998, and served as its CEO and President from its beginning until his retirement in December 2015. He was also a director on the Skillsoft board. Since Skillsoft was one of the first ever SaaS/cloud companies and there were no commercial SaaS providers available, he had to help manage building Skillsoft's own infrastructure to host its SaaS solution offering for its customers. This undertaking included, among others, a deep understanding of cybersecurity matters. Skillsoft provided solutions to many customers, some with the highest level of sensitive information such as the NSA, CIA, FBI, DHS, White House, IRS, VA, DOD, US Air Force, US Army, and many more. Prior to Skillsoft, Mr. Moran was the President and CEO of National Education Training Group ("NETg"), a computer-based information technology training company, from 1995 to 1997. Prior to NETg, Mr. Moran was the CFO and Chief Operations Officer of Softdesk, Inc, where he helped lead the company's successful initial public offering. Mr. Moran has previously held senior level sales and marketing positions at Insite Peripherals, Inc. and Archive Corporation. Mr. Moran currently serves as a member of the boards of directors of private companies Exostar, TCP, and OverseeAI, and public companies Manhattan Associates, Inc. and Intapp, Inc. Mr. Moran previously served on the board of directors of Duck Creek Technologies from 2016 to 2022.
Qualifications
Mr. Moran earned an MBA from Suffolk University and a BS from Boston College. With more than two decades of experience working with technology companies, Mr. Moran has extensive leadership experience in the industry and expertise in critical areas including operations, finance, sales, marketing SaaS, which are valuable to our Board.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
PROPOSAL NO. 1: ELECTION OF DIRECTORS | NOMINEES FOR ELECTION
Shane SandersProfessional Background
Shane Sanders has served as a director of the Company since December 2022. He spent more than 25 years at Verizon Communications Inc., a global telecommunications and technology company, holding a series of increasingly senior executive leadership positions across finance, accounting, audit, and enterprise transformation.
Most recently, Mr. Sanders served as Senior Vice President of Business Transformation from March 2020 to December 2022, leading enterprise-wide operational excellence initiatives to drive efficiency and cost transformation. From 2015 to 2020, he served as Senior Vice President of Corporate Finance, responsible for enterprise financial planning and analysis, long-range planning, capital allocation, and corporate financial strategy, while partnering with executive management and the Board on long-term financial plans, capital deployment, performance against shareholder expectations, and investor communications.
Earlier in his career, he served as Senior Vice President of Internal Audit and Chief Audit Executive, reporting directly to Verizon's
Independent
Age: 63
Director since 2022
Committees: Audit (Chair), NGC
Audit Committee. In this role, he oversaw global internal audit, enterprise governance, compliance, and enterprise risk management, including developing Verizon's enterprise risk management framework and overseeing financial, operational, regulatory, and technology risks. He also played a leading role in reestablishing company-wide focus on cybersecurity governance by partnering with Verizon's Chief Security Officer to establish the Enterprise Security Council, which provided enterprise-wide oversight of cybersecurity and IT risk.
Mr. Sanders currently serves on the board of directors of Danaher Corporation.
Qualifications
Mr. Sanders' leadership experience spans a broad range of financial and operational areas including financial planning and analysis, accounting, internal audit, public reporting, capital allocation, mergers and acquisitions, public company governance, regulatory compliance and enterprise risk management. His risk management experience, including cybersecurity, his insights into all aspects of the business, and his leadership in business transformation and long-term value creation make him well qualified to advise the Board and management.
Majority Vote Standard and Resignation Policy in Director ElectionsIn uncontested elections, if a quorum is present or represented, directors are elected by an affirmative vote of a majority of the votes cast. If an incumbent director fails to receive the affirmative vote of a majority of votes cast in an uncontested election, such director must promptly tender an irrevocable resignation to the Board, which is contingent upon the Board's acceptance. Within 90 days after certification of the results of the stockholder vote, the Board of Directors will act on the resignation, taking into account, among other things, a recommendation from the NGC. We will publicly disclose the Board's decision whether to accept or reject the resignation, together with an explanation of the process (and the reasons for rejecting the resignation, if applicable). Any director whose resignation is being so considered may not participate in the deliberations of the NGC or the Board.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
OverviewThe Board has adopted comprehensive Corporate Governance Guidelines to define responsibilities, set high standards of professional and personal integrity, and support compliance with such responsibilities and standards. The Board annually monitors developments in the area of corporate governance and reviews the Corporate Governance Guidelines. Some of our significant corporate governance policies and practices are listed below.
INDEPENDENCE AND COMPOSITION OF OUR BOARD OF DIRECTORS
Seven of our eight current directors are independent under the Nasdaq listing standards.
Our Board is led by an independent Chair so our President and CEO can focus on his executive leadership role.
All directors are elected for one-year terms.
MAJORITY VOTING FOR DIRECTORS
We have adopted a majority vote standard for the election of directors in an uncontested election.
Any incumbent director who does not receive a majority of the votes cast in an uncontested election must promptly tender an irrevocable resignation, which is contingent upon the Board's acceptance.
STANDING COMMITTEES
The members of all four of the Board's standing committees are independent and, where relevant, meet the heightened independence standards prescribed by the Nasdaq listing standards and Securities and Exchange Commission ("SEC") rules for service on particular committees.
All Audit Committee members, including the Audit Committee Chair, qualify as "audit committee financial experts" pursuant to SEC guidelines.
Each standing committee operates under a written charter that is available on our website.
The Chairs of each committee serve for a term of five years, and such term may be extended, upon recommendation of the Committee, based on the needs of the business.
The Chair of the Board rotates every ten years.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | OVERVIEW
CORPORATE GOVERNANCE POLICIES
Our Code of Ethics highlights Commvault's core operating principles and values and promotes lawful and ethical business conduct. The Code applies to all directors, officers, employees, and contractors, and is approved by the NGC and the Board of Directors annually.
Our Code of Ethics for Senior Financial Officers lays out specific requirements for individuals involved in maintaining financial records and preparing financial statements, and applies to our CEO, CFO, and Chief Accounting Officer.
Our Ethics and Integrity Reporting Policy outlines management's handling of unethical behavior and reports, our zero-tolerance policy for retaliation of any kind, and ways to report misconduct confidentially or anonymously. Our reporting policy and process is covered at the end of each compliance training program provided to employees throughout the year.
Our Workplace Health and Safety Policy describes our commitment to appropriate health and safety objectives in our global business operations and supply chain.
Our Insider Trading Policy provides guidelines with respect to trading our securities and securities of those companies with which we have a business relationship.
Our Sanctions Guide helps our team understand what sanctions require and why compliance with such sanctions is critical for a global company.
Our Human Rights Policy includes our commitment to community and belonging; personal privacy; safety, health, and wellness; fair work hours and wages; freedom of association; and opposition of forced labor, child labor, and human trafficking. We require our employees, contractors, representatives, and suppliers to uphold the principles of this Policy.
Our Supplier Code of Conduct mirrors our Code of Ethics, outlining key principles for ethical business conduct. We require all suppliers, meaning any third-party providing goods or services to Commvault, to comply with the principles therein and encourage the same for their supply chains.
All key governance documents are publicly available on our website at https://www.commvault.com, from the Investor Relations-Corporate Governance tab.
Commvault has established a cybersecurity program designed to protect the company, our customers, partners and other stakeholders. The cybersecurity program includes policies, processes and practices that are designed to assess, identify and manage material risks from cybersecurity threats and is integrated into our enterprise risk management program. Led by the Chief Security Officer ("CSO"), Commvault's cybersecurity program leverages the NIST Cybersecurity Framework, with the primary objective of securing systems and data from cyber threats. Commvault's Board provides oversight of Commvault's enterprise risk management strategy, which includes risks from cybersecurity threats. The Audit Committee receives quarterly briefings from the CSO on the cybersecurity program, material cybersecurity threats and incidents, and related mitigation and response activities. The Audit Committee also receives updates from the Chief Legal and Trust Officer on the ERMC. The Board is kept apprised of cybersecurity matters through quarterly reporting from the Audit Committee Chair and annual, or as needed, reporting directly from the CSO. Commvault's Management, including the Chief Financial Officer, Chief Legal and Trust Officer, CSO, Deputy CISO, CIO, and Chief Products Officer, is responsible for our cybersecurity risk management strategy, operational decision-making, and incident preparedness and response. The current CSO holds a Bachelor of Science and Master of Business Administration from the University of Maryland, holds industry certifications including CISSP, PMP, CIPP/E, CIPP/US and CISA, is affiliated with various industry working groups focused on threat intelligence and privacy, and has over twenty years of experience in cybersecurity leading technical, operational, and strategic programs to protect critical data and infrastructure. Management communicates cybersecurity risks through the ERMC and regular, or as needed, reporting to the Audit Committee and the Board. The ERMC is responsible for the implementation, maintenance, and execution of our enterprise risk management program. The ERMC meets quarterly, or as needed, to assess, consider, and manage material risks, including cybersecurity threats across the business.
Management also uses the Security Incident Response Plan and related escalation procedures to evaluate and respond to cybersecurity incidents and to determine whether escalation to the Audit Committee, the Board, or external disclosure processes is appropriate. Our Executive Security Council is responsible for the significant operational decisions in the event of an active cybersecurity incident. The Executive Security Council meets monthly, or as needed, with the Audit Committee Chair as an optional attendee, to provide counsel and foster productive communication between Management and the Board.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | BOARD LEADERSHIP STRUCTURE
Board Leadership StructureOur policy is to adopt the leadership structure that best serves Commvault's needs at any particular time. Currently, our Board has determined that the most effective leadership structure is to have an independent Chair so our President and CEO can focus on his executive leadership role. The Board believes this leadership structure is appropriate because separating these roles allows the Board to exercise independent judgment on executive compensation, succession planning, and strategic direction. Further, an independent Chair serves as a direct conduit between shareholders and management, so that investor concerns receive appropriate Board attention.
Mr. Adamo has served as Chair of the Board since 2019. In this capacity, Mr. Adamo is responsible for presiding at Board meetings and executive sessions, and facilitating communication between Board members and the CEO and other members of senior management. As a member of our Board, Mr.
Mirchandani ensures that Board members have a high level of access and visibility regarding Commvault's business, including Mr. Mirchandani's insights and perspectives on our operations, strategy, and future performance. Each member of the Board serves a one-year term.
Annual elections enable more agile Board composition changes to address skill gaps or strategic shifts. Directors must earn shareholder confidence each year, reinforcing accountability and ensuring that the Board's composition keeps pace with the Company's evolving strategic priorities.
Board Oversight of RiskThe Board oversees Commvault's policies and procedures relating to enterprise risk. This involves understanding the risks the Company faces and the steps management is taking to manage those risks, and also considering what level of risk is appropriate for our Company. The Board's involvement in overseeing Commvault's business strategy informs its assessment of management's risk tolerance and its determination of an appropriate level of risk. The Board considers risk management to varying degrees regularly at its meetings. The Board adjusts its practices with respect to risk oversight as necessary and involves itself in particular areas or business circumstances where the proper exercise of oversight requires it. The Board and senior management may engage outside advisors for risk assessment where warranted.
While the Board has ultimate oversight responsibility for the risk management process, the Board's committees also have responsibility for risk assessment and risk management with respect to matters in their purview.
The Audit Committee is required under its charter to discuss with management and the independent auditors our cybersecurity, IT, and financial risks or exposures and to assess the steps management has taken to minimize such risks. The Audit Committee receives quarterly cybersecurity briefings from the CSO and ERMC briefings from the Chief Legal and Trust Officer. The Audit Committee also oversees Commvault's internal audit function and compliance matters, and reviews with the Chief Legal and Trust Officer any legal or compliance matters, including litigation, that may have a material impact on our financial statements, financial condition, or results of operations.
The Compensation Committee assesses compensation-related risk.
The Nominations and Governance Committee addresses management and governance risk, including through its oversight of the succession planning and nominating processes, our Corporate Governance Guidelines, and our corporate sustainability efforts. The NGC also assists the Board in its oversight of human capital, including corporate culture, talent management, and employee relations.
The Operating Committee provides oversight on various risk-related matters as determined by the Board and management, including risks associated with the Company's capital allocation and earnings guidance.
Each of these Board committees reports to the full Board with respect to its risk oversight functions.
At the management level, our CFO and Chief Legal and Trust Officer oversee risk-related matters. In addition, we have established disclosure controls to monitor our compliance with securities disclosure obligations and an executive review committee to monitor and approve certain transactions or other corporate matters that deviate from our standard practices. Senior management reports to the Board or an appropriate Board committee regarding risk issues.
The Enterprise Risk Management Committee is responsible for the implementation, maintenance, and execution of our enterprise risk management program. The ERMC meets quarterly, or as needed, to assess, consider, and manage material risks, including cybersecurity threats and climate-related financial risks, across the business.
Under our Corporate Governance Guidelines, the Board has complete and open access to any member of management and any employee, as well as any outside advisor or independent advisor retained by the Board, to inquire about risk-related (or other) topics. In addition, our CFO and Chief Legal and Trust Officer are available at Board and committee meetings to answer questions relating to risk oversight. Further, because the CEO is a director, he brings a unique perspective on our risk profile and risk assessment to Board deliberations based on his day-to-day management, responsibilities and knowledge about the Company.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | STOCKHOLDER ENGAGEMENT
Stockholder EngagementWe maintain a quarterly stockholder outreach program, which includes proactive CEO and CFO post-earnings calls with our top stockholders, and subsequent engagement with all interested investors. Our CEO, CFO, Investor Relations Officer, and senior management participate in non-deal roadshows and conferences each quarter. In fiscal 2026, we participated in 596 investor meetings or phone calls, including 306 meetings with existing stockholders and 290 meetings with potential investors.
How We Choose DirectorsThe NGC is responsible for evaluating the composition of our Board of Directors and carrying out due diligence with respect to prospective Board members. In doing so, the NGC considers the Company's evolving business needs to promote an appropriate mix of skills, experience, and backgrounds. In general, we believe the Board should include individuals with skills and experience in the following areas:
Cybersecurity
Artificial Intelligence
SaaS and Cloud
Engineering and Product Development
Go-to-Market
Customer Success
Finance
M&A and Integrations
Global Strategy
Executive Leadership
Human Capital Management
Risk Management
In evaluating nominees, the NGC considers, among other things, depth and breadth of professional experience, integrity, the ability to exercise independent judgment, understanding of the Company's business and competitive environment, willingness to devote adequate time to Board duties, and how the candidate's skills complement those of other Board members. The NGC also considers the current size and composition of the Board, the needs of the Board and its committees, and factors such as professional background, independence, and potential conflicts of interest. The NGC's evaluation generally involves a review of background materials, internal discussions, and interviews with selected candidates as appropriate, and the NGC may engage third-party search firms to assist in identifying and evaluating potential nominees.
Consistent with the criteria described above and the Board's skills matrix (see "Board Composition," page 5), the NGC is actively engaged in identifying and evaluating prospective director candidates.
Stockholders who wish to recommend director candidates may submit recommendations in writing to the Secretary of the Company at 1 Commvault Way, Tinton Falls, New Jersey 07724 or by email at CorporateSecretary@commvault.com. Recommendations must include the information that would be required under the advance notice provisions of our bylaws and the rules of the SEC. Director candidate recommendations will be evaluated against the same criteria applied to candidates identified through other means. Stockholders also have the right to directly nominate director candidates pursuant to the advance notice and proxy access provisions of our bylaws, as described under "Additional Information About the Annual Meeting."
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | BOARD COMMITTEES
Board CommitteesThe Board of Directors has four standing committees. Each committee operates under a written charter that is available on the "Investor Relations-Corporate Governance-Overview" section of our website. The members of all of the committees are independent directors under the Nasdaq listing standards.
Members:
Mr. Sanders
(Chair) and Ms. Bejar Meetings in fiscal 2026: 7
Audit CommitteeThe Audit Committee is responsible for:
the appointment, compensation, and oversight of our independent auditors
the integrity of our financial statements
our independent auditor's performance, qualifications, and independence
our compliance with legal and regulatory requirements and our compliance program generally
the performance of our internal audit function and independent auditors
related person transactions
our cybersecurity risk management strategies, security program oversight, and IT compliance programs
whistleblower complaints (Integrity Counts) and related investigations
our audit results
our critical accounting policies and practices
the adequacy of our disclosure controls and procedures
management of significant financial risk
The Audit Committee is also responsible for Commvault's Code of Ethics for Senior Financial Officers remaining current and for approving any non-auditing services performed by our independent auditors.
The Audit Committee relies on the knowledge and expertise of our management, the internal auditors, and the independent auditors in carrying out its oversight responsibilities.
The members of the Audit Committee meet all of the heightened independence standards for audit committee membership as set forth in the Nasdaq listing standards and SEC rules. The Board of Directors has determined that each of Mr. Sanders and Ms. Bejar qualify as an "audit committee financial expert" as that term is defined in SEC rules, and that each is able to read and understand fundamental financial statements.
Compensation CommitteeThe Compensation Committee is responsible for overseeing Commvault's compensation and benefit plans, including all compensation arrangements for executive officers and directors. In particular, the Compensation Committee sets the compensation of our CEO and reviews and approves our CEO's recommendations regarding the compensation of our other executive officers. Additionally, the Compensation Committee oversees:
Members: Ms. Lee
executive employment agreements
stock plans and incentive compensation awards, including the Company's equity delegation and clawback policies
assessment of risk arising from compensation practices and policies
(Chair) and Messrs. Geeslin
and Moran
Meetings in fiscal 2026: met 7 times and acted by unanimous written consent 12 times
All members of the Compensation Committee meet the heightened independence standards for compensation committee members set forth in the Nasdaq listing standards.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | BOARD COMMITTEES
Members:
Mses. Bejar
(Chair) and Lee, and Mr. Sanders
Meetings in fiscal 2026: 4
Nominations and Governance CommitteeThe NGC is responsible for identifying and recommending to our Board of Directors appropriate director nominee candidates and providing oversight with respect to corporate governance matters, including reviewing our corporate governance program and approving Corporate Governance Guidelines and other governance policies, including the Code of Ethics. The NGC also oversees:
Commvault's sustainability efforts
succession planning
annual review of all Board committee charters
annual performance evaluations of the CEO, Board and its committees
recommendations for directors to serve on Board committees
human capital management
Operating CommitteeThe general purpose of the Operating Committee is to provide oversight of various corporate and operational matters as determined by the Board and management. The Operating Committee reviews Commvault's annual budget and works with management to establish margin targets and a balanced capital allocation policy. The Operating Committee also oversees earnings announcements and guidance. The focus of the Operating Committee is on achieving profitable growth, return on investment, and stockholder value.
Members:
Messrs. Shenkman
(Chair), Geeslin, and Moran Meetings in fiscal 2026: 9
Meetings of the BoardDuring the fiscal year ended March 31, 2026, our Board of Directors held five meetings, made up of both virtual and in person meetings. As required by law, each director attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served during fiscal 2026.
The Board of Directors meets in executive session, without management, at every Board meeting. During fiscal 2026, Mr. Adamo, as the independent Chair of the Board, led these executive sessions and acted as primary spokesperson in communicating matters arising out of these sessions to management.
Because we do not regularly schedule a Board of Directors meeting to coincide with our Annual Meeting, director attendance at our Annual Meeting is encouraged but not required.
How to Contact Our BoardStockholders can contact our Board of Directors to provide comments, report concerns, or ask questions at the following address:
Corporate Secretary Commvault Systems, Inc. 1 Commvault Way
Tinton Falls, New Jersey 07724
Email: CorporateSecretary@commvault.com
Communications are distributed to our Board of Directors, or to individual directors as appropriate, depending on the nature of the communication. You may also communicate online with our Board of Directors as a group through the Investor Relations section of our website at https://www.commvault.com. All relevant communications directed to the full Board will be forwarded to the Chair of the Audit Committee or the Chair of the NGC, who will determine when it is appropriate to distribute such communications to other members of the Board or to management.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | GOVERNANCE DOCUMENTS
Governance DocumentsOur Code of Ethics applies to all of our directors, employees (including executives and officers), contractors, and business partners. The Code establishes our legal and ethical standards of behavior, and supports our commitments to human rights, respectful treatment of others, and equal opportunity, among other core values. Employees and interested third parties can report concerns or suspected violations of the Code, other Company policies, or violations of the law to Commvault's Chief Legal and Trust Officer or Chief People Officer directly or through Integrity Counts, a confidential and anonymous reporting hotline at commvault@integritycounts.ca or by navigating to the website https://integritycounts.ca/org/commvault. The Code and the following additional governance documents are available in the Investor Relations section of our website under "Corporate Governance-Overview":
Ethics and Integrity Reporting Policy
Insider Trading Policy
Supplier Code of Conduct
Human Rights Policy
Code of Ethics for Senior Financial Officers
Workplace Health and Safety Policy
Corporate Governance Guidelines
Sanctions Guide
Amended and Restated Bylaws
Board Committee and Disclosure Committee Charters
If we were to amend or waive any provision of the Code of Ethics or Code of Ethics for Senior Financial Officers applicable to our directors and executive officers (including senior financial officers), we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website at the address and location specified above.
The Company has adopted and maintains an Insider Trading Policy that governs the purchase, sale, and other dispositions of its securities by its officers, directors, and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of the Company's Insider Trading Policy is filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Transactions With Related PersonsThe Board of Directors recognizes that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. The Company has adopted a written related person transaction policy setting forth the policies and procedures for the identification, review, and approval of related person transactions. This policy covers any transaction, arrangement, or relationship (or any series thereof) in which the Company is a participant, the amount involved exceeds $120,000, and in which any director, executive officer, beneficial owner of more than 5% of the Company's stock, any of their immediate family members, or any entity in which such persons have a significant interest, has a direct or indirect material interest. The Audit Committee reviews any such transaction based upon the applicable SEC rules, Nasdaq listing standards, and our Corporate Governance Guidelines, and may approve only those related person transactions that it determines in good faith to be in the best interest of the Company and its stockholders.
We did not enter into any related person transactions during the fiscal year ended March 31, 2026.
Compensation Committee Interlocks and Insider ParticipationDuring fiscal 2026, no member of the Compensation Committee was an officer or employee of Commvault, and no member of the Compensation Committee is a former officer of Commvault. No member of the Compensation Committee had any relationship with Commvault requiring disclosure under Item 404 of Regulation S-K. During fiscal 2026, none of our executive officers served as a member of the board of directors or compensation committee of any other entity that had one or more of its executive officers serving on our Board or Compensation Committee.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
ANNUAL CASH AND EQUITY RETAINERS
Our Compensation Committee determines the amount and form of any fees and expense reimbursements that non-employee directors receive for or in connection with their service on Commvault's Board of Directors. In July 2025, the Compensation Committee engaged an external third-party compensation consultant, Compensia, to provide an assessment of our non-employee director compensation practices, including a peer analysis of practices related to cash compensation, equity compensation, and equity vesting. Based on the results of this analysis, the Compensation Committee approved the following changes to director compensation intended to better align our compensation with the median of our peer group:
Director equity compensation was increased to $220,000 from $215,000.
The annual cash retainer for the NGC chair was increased to $15,000 from $12,000, and for NGC members to $6,000 from $5,000.
The annual cash retainer for the Operating Committee chair was increased to $20,000 from $12,000, and for Operating Committee members to
$10,000 from $5,000.
For more information about our peer group, see "Proposal No. 2: Advisory Vote on Executive Compensation-How Compensation Decisions Are Made-Role of the Peer Group."
Compensation earned by our non-employee directors for their service as members of the Board of Directors or any committee of the Board was as follows:
Who receives | Amount | Form |
Every non-employee director | $42,000 | Cash annual retainer |
Independent Board Chair | $110,000 | Additional cash annual retainer |
Audit Committee Chair | $30,000 | Additional cash annual retainer |
Compensation Committee Chair | $20,000 | Additional cash annual retainer |
Operating Committee Chair | $20,000 | Additional cash annual retainer |
NGC Chair | $15,000 | Additional cash annual retainer |
Audit Committee members | $15,000 | Additional cash annual retainer |
Compensation Committee members | $10,000 | Additional cash annual retainer |
Operating Committee members | $10,000 | Additional cash annual retainer |
NGC members | $6,000 | Additional cash annual retainer |
In addition, every non-employee director received an equity retainer at a target value of $220,000 granted on August 7, 2025 in the form of 1,189 restricted stock units ("RSUs"), except for Mr. Haydon, who received a prorated grant of 1,027 RSUs in connection with his appointment to the Board on October 17, 2025. The RSUs will vest on the later of the one year anniversary of the grant date or the next Annual Meeting following the grant date.
RSUs granted to the non-employee directors were issued under our 2016 Omnibus Incentive Plan ("2016 Plan"). See "Long-Term Equity Incentive Awards" in the "Fiscal 2026 Compensation Decisions" section for more information about RSUs granted under this plan. We also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board or Board committees.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
The following table shows the specific compensation received for services rendered to us by our non-employee directors in fiscal 2026. Mr. Mirchandani does not receive any additional compensation for his service on the Board.
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total |
Nicola Adamo | $152,000 | $220,643 | $372,643 |
Martha Bejar | $71,250 | $220,643 | $291,893 |
Keith Geeslin | $60,750 | $220,643 | $281,393 |
William Geoffrey Haydon(2) | $11,875 | $174,508 | $186,383 |
Vivie "YY" Lee | $67,750 | $220,643 | $288,393 |
Chuck Moran | $60,750 | $220,643 | $281,393 |
Allison Pickens(3) | $15,500 | $220,643 | $236,143 |
Shane Sanders | $77,750 | $220,643 | $298,393 |
Arlen Shenkman(4) | $70,000 | $220,643 | $290,643 |
The amounts in this column represent the grant date fair value of 1,189 RSUs granted during the fiscal year indicated, except for Mr. Haydon, who received a prorated grant of 1,027 RSUs in connection with his appointment to the Board on October 17, 2025, as computed in accordance with FASB ASC Topic 718, all of which are outstanding as of March 31, 2026. See "Note 11. Stock Plans" in Item 8 of our Annual Report filed on Form 10-K for the fiscal year ended March 31, 2026, for a discussion of all assumptions made by us in determining the grant date fair value of such awards.
Mr. Haydon was appointed to the Board effective October 17, 2025 and received pro rata compensation. Mr. Haydon resigned from the Board effective April 13, 2026 in connection with his appointment as President of Customer and Field Operations. Mr. Haydon's outstanding RSU award remained eligible to vest in accordance with its terms.
Ms. Pickens resigned from the Board effective October 15, 2025. Ms. Pickens' cash compensation was pro-rated through her resignation date. Ms. Pickens' outstanding RSU award remained eligible to vest in accordance with its terms.
Mr. Shenkman is not standing for reelection at the 2026 Annual Meeting.
The NGC has adopted Share Ownership Guidelines for our independent directors to align the interests of our directors with the interests of our stockholders and the long-term performance of the Company. Each independent director is required to hold shares of Commvault Common Stock with a value equal to five times the base annual cash retainer within five years of the date the director first joined the Board. Each independent director who is required to be in compliance with these guidelines owns the requisite amount of stock.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
MANAGEMENT
The following table shows, as of May 31, 2026, the number of shares of our Common Stock (the only class of voting securities outstanding) beneficially owned by: (i) each current director and nominee for director; (ii) each named executive officer (defined below); and (iii) all directors and current executive officers as a group. The number of shares of our Common Stock beneficially owned by a person includes shares of Common Stock issuable with respect to options, RSUs (including performance-based stock units), and convertible securities held by the person that are exercisable, convertible, or will vest within 60 days. The percentage of our Common Stock beneficially owned by a person is based on 41,421,689 shares of common stock outstanding as of May 31, 2026, and assumes the person has exercised all options, vested in all RSUs, and converted all convertible securities, that are exercisable, convertible, or will vest within 60 days, and that no other person exercised any of their options, vested in any of their RSUs, or converted any of their convertible securities.
Except as otherwise noted, each individual exercises sole voting power and investment power over the shares of voting securities shown.
Shares of Common Stock Owned | Percent of Common Stock Outstanding | |
Directors | ||
Nicola Adamo | 16,178 | * |
Martha Bejar | 5,847 | * |
Keith Geeslin | 32,991 | * |
Vivie "YY" Lee | 12,785 | * |
Sanjay Mirchandani | 239,567 | * |
Chuck Moran | 12,497 | * |
Shane Sanders | 6,222 | * |
Arlen Shenkman(1) | 15,620 | * |
Named Executive Officers that are not Directors | ||
Gary Merrill | 13,848 | * |
Danielle Abrahamsen | 694 | * |
William Geoffrey Haydon(2) | - | - |
Jen DiRico(3) | 833 | * |
All directors and executive officers as a group (13 individuals) | 357,082 | * |
* Less than 1%
Mr. Shenkman is not standing for reelection at the 2026 Annual Meeting.
Mr. Haydon served as a member of the Board from October 17, 2025 to April 13, 2026, when he resigned in connection with his appointment as President of Customer and Field Operations. Mr. Haydon is included in this table as a current executive officer of the Company.
Beneficial ownership information for Ms. DiRico is based solely on the Company's records during the period of her employment and any reports on Form 4 filed by or on behalf of Ms. DiRico following her resignation from the Company effective December 31, 2025.
CERTAIN OTHER STOCKHOLDERS
The following table sets forth, as of May 31, 2026, except to the extent otherwise indicated, certain information regarding the persons known by us to be the beneficial owner of more than 5% of our outstanding Common Stock. Except as otherwise noted, each entity exercises sole voting power and investment power over the shares of voting securities shown.
Shares of Common
Percent of Common
Name of Beneficial Owner | Stock Owned | Stock Outstanding |
BlackRock, Inc.(1) | 5,737,508 | 13.9% |
Vanguard Portfolio Management, LLC(2) | 3,648,095 | 8.8% |
Vanguard Capital Management, LLC(3) | 2,320,857 | 5.6% |
Based solely on a Schedule 13G/A filed on April 29, 2025, by BlackRock, Inc., except for Percent of Common Stock Outstanding. BlackRock, Inc. reported it held 5,677,503 shares with sole voting power, 0 shares with shared voting power, 5,737,508 shares with sole dispositive power, and 0 shares with shared dispositive power. The address for BlackRock, Inc. is 50 Hudson Yards New York, NY 10001.
Based solely on a Schedule 13G filed on April 29, 2026, by Vanguard Portfolio Management, LLC, except for Percent of Common Stock Outstanding. Vanguard Portfolio Management, LLC reported it held 38,458 shares with sole voting power, 0 shares with shared voting power, 3,648,095 shares with sole dispositive power and 0 shares with shared dispositive power. The address for Vanguard Portfolio Management, LLC is 100 Vanguard Blvd., Malvern, PA 19355.
Based solely on a Schedule 13G filed on April 29, 2026, by Vanguard Capital Management, LLC, except for Percent of Common Stock Outstanding. Vanguard Capital Management, LLC reported it held 336,922 shares with sole voting power, 0 shares with shared voting power, 2,320,857 shares with sole dispositive power and 0 shares with shared dispositive power. The address for Vanguard Capital Management, LLC is 100 Vanguard Blvd., Malvern, PA 19355.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
CORPORATE GOVERNANCE | DELINQUENT SECTION 16(a) REPORTS
Delinquent Section 16(a) ReportsSection 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers, and beneficial owners of more than 10% of any class of its equity securities to file with the SEC initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5).
Based solely on a review of the copies of such reports and written representations from reporting persons, the Company believes that all Section 16(a) filing requirements applicable to its officers, directors, and greater-than-10% beneficial owners were complied with during the fiscal year ended March 31, 2026, except that, due to administrative delays by the Company in obtaining EDGAR filing
codes following executive appointments, one Form 3 for Mr. William Geoffrey Haydon, Director, and one Form 3 for Ms. Danielle Abrahamsen, Chief Accounting Officer, were each filed late.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
We are asking stockholders to approve, on a non-binding advisory basis, the compensation of our named executive officers.
WHAT AM I VOTING ON?
VOTE RECOMMENDATION
FOR the resolution approving our executive compensation program.
Every year we give stockholders the opportunity to approve, on a non-binding, advisory basis, the compensation of our named executive officers ("NEOs") as set forth in the following "Compensation Discussion and Analysis."
Our executive compensation program is designed to attract, motivate, and reward talented executives who possess the skills required to formulate and drive our Company's strategic direction and operational execution to create stockholder value. Our compensation practices, which balance long-term and short-term awards, are structured to competitively pay for performance, to encourage decision-making aligned with the Company's long-term interests, and to promote and support our business. We encourage you to read the Compensation Discussion and Analysis for complete details about our executive compensation program, including information about the fiscal 2026 compensation of our NEOs.
We are asking stockholders to indicate their support for our NEO compensation as described in this proxy statement. This proposal, commonly known as "say-on-pay," is not intended to address any specific item of compensation, but rather the overall executive compensation program and the related philosophy, policies, and practices. We encourage you to vote FOR the following resolution:
"RESOLVED, that the compensation paid to Commvault's NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and any related material disclosed in Commvault's proxy statement, is hereby APPROVED."
The say-on-pay vote is advisory, and therefore not binding on our Company, the Compensation Committee, or the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our stockholders. If the voting results indicate there is any significant concern about our executive officer compensation program, we will consider those concerns and evaluate whether any actions are necessary to address them.
Because this is a non-binding, advisory vote, there is no specific approval requirement. However, the Board of Directors will consider that the stockholders have approved executive compensation on an advisory basis if this proposal receives the affirmative vote of a majority of the votes cast (in person or by proxy).
The Board of Directors recommends that you vote FOR the approval of Commvault's executive compensation.
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
Compensation Discussion and AnalysisThis section discusses the compensation of the following NEOs, who served as executive officers during the fiscal year ended March 31, 2026.
Ms. Jen DiRico, who served as our Chief Financial Officer ("CFO") and was a named executive officer ("NEO") for the fiscal year ended March 31, 2026, resigned effective December 31, 2025. Effective January 1, 2026, Ms. Danielle Abrahamsen, then Chief Accounting Officer ("CAO"), assumed the roles of principal financial officer and principal accounting officer. On April 13, 2026, Mr. Gary Merrill, who served as the Company's Chief Commercial Officer throughout fiscal 2026, was appointed CFO, succeeding Ms. Abrahamsen as principal financial officer. Also on April 13, 2026, Mr. Geoff Haydon assumed the role of President of Customer and Field Operations. As Mr. Haydon's appointment occurred after the end of fiscal 2026, his executive compensation will first be reflected in the Company's fiscal 2027 proxy statement.
Table of Contents
Executive Summary 28
Compensation Philosophy 28
Mix of Compensation Elements 30
How Compensation Decisions Are Made 31
Fiscal 2026 Compensation Decisions 33
Compensation Committee Report 40
Compensation Tables 41
Summary Compensation Table 41
Fiscal 2026 Grants of Plan-Based Awards Table 42
Fiscal 2026 Outstanding Equity Awards at Fiscal Year End Table 43
Fiscal 2026 Stock Vested Table 44
Pension Benefits and Deferred Compensation 44
Individual Agreements 44
Estimated Payments and Benefits Upon Termination or Change In Control 45
CEO Pay Ratio 46
Pay Versus Performance 47
COMMVAULT SYSTEMS, INC. | 2026 PROXY STATEMENT
Attachments
- Original document
- Permalink
Disclaimer
CommVault Systems Inc. published this content on June 24, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 24, 2026 at 21:05 UTC.
