cvlt-20250625

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Commvault Systems, Inc.
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Commvault Systems, Inc.

1 Commvault Way

Tinton Falls, New Jersey 07724

(732) 870-4000

June 25, 2025

Fellow Commvault Stockholder:

I am pleased to share that Commvault delivered record breaking results last year. Total revenue growth accelerated 19% to $996 million and total annual recurring revenue increased 21% to $930 million. I would like to thank our CEO, Sanjay Mirchandani, and the entire leadership team, as well as all our employees around the globe, for their continued dedication to innovation, execution, and responsible growth, which has enabled us to deliver robust profit and free cash flow while returning $165 million to stockholders in share repurchases.

In a world increasingly besieged with ever more sophisticated malicious cyber threats, Commvault is dedicated to helping customers rapidly recover their business operations, learn how to build and maintain a resiliency program, and move towards a state of continuous business.

In fiscal 2025, Commvault continued to invest in innovation, introducing offerings that empower customers to make clean recoveries in the cloud and test recovery strategies prior to being impacted. It also completed two exciting technology and talent acquisitions to provide customers with additional and highly differentiated cloud-first cyber resilience capabilities. The reaction from customers, partners, press, industry analysts and other key stakeholders to both the Appranix, Inc. and Clumio, Inc. acquisitions has been extremely positive.

In a global environment where every second of downtime comes at an unprecedented cost, Commvault offers the ability to quickly return to a viable state after an attack or outage. As Sanjay said, “the best path to keeping business continuous is the ability to predictably and cleanly recover following an attack.”

I would especially like to thank you, our shareholders, for your continued support and confidence in Commvault.

Sincerely,


			Nicola Adamo Chair of the Board

TIME AND DATE

LOCATION

RECORD DATE

Thursday, August 7, 2025

Virtual only

June 20, 2025

10:00am, ET

https://ir.commvault.com/news-and-events/annual-meeting

It is my pleasure to notify our stockholders of our 2025 Annual Meeting. We look forward to your participation. The purposes of the meeting are:

1.To elect nine directors for one-year terms;

2.To approve, on an advisory basis, Commvault’s executive compensation;

3.To ratify the appointment of Ernst & Young LLP as Commvault’s independent public accountants for the fiscal year ending March 31, 2026; and

4.To approve 1.3 million additional shares for issuance under Commvault’s 2016 Omnibus Incentive 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 25, 2025, 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 7, 2025: This proxy statement and our annual report to stockholders are available at www.edocumentview.com/CVLT.

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 www.investorvote.com/CVLT and finish voting by Wednesday, August 6, 2025 at 11:59pm ET.

Mail

Sign, date and return your proxy card in the enclosed envelope

By Order of the Board of Directors

Danielle Sheer

Chief Trust Officer

June 25, 2025

Telephone

Call the telephone number on your proxy card

2 COMMVAULT SYSTEMS, INC. | 2025 PROXY STATEMENT


Proxy Summary			4

What’s New			4

Election of Directors			5

Board Composition			5

Fiscal 2025 Financial Highlights			6

Governance Highlights			7

Executive Compensation Highlights			8

Sustainability Developments			9

Proposal No. 1: Election of Directors			10

Director Independence			10

Nominees for Election			11

Majority Vote Standard and Resignation Policy in Director Elections			15

Corporate Governance			16

Overview			16

Cybersecurity			17

Board Leadership Structure			17

Board Oversight of Risk			18

Stockholder Engagement			19

How We Choose Directors			19

Board Committees			20

Meetings of the Board			21

How to Contact Our Board			21

Governance Documents			22


Transactions With Related Persons			22

Director Compensation			23

Stock Ownership Guidelines for Independent Directors			24

Security Ownership of Management and Certain Beneficial Owners			25

Delinquent Section 16(a) Reports			26

Proposal No. 2: Advisory Vote on Commvault’s Executive Compensation			27

Executive Compensation			28

T alent Management and Compensation Committee Report			40

Audit Committee Report			52

Proposal No. 3: Ratification of the Appointment of Independent Auditors			53

Audit, Audit-Related, Tax, and All Other Fees			53

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor			54

Proposal No. 4: Approval of Additional Shares for Issuance Under the 2016 Omnibus Incentive Plan			55

Background			55

Key Data			56

Description of the 2016 Incentive Plan			57

Fiscal 2025 Equity Compensation Plan Information			63

Additional Information About the Annual Meeting			64

Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures			68

3 COMMVAULT SYSTEMS, INC. | 2025 PROXY STATEMENT


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 27
Ratification of the independent auditors	✓	FOR	Page 53
Approval of additional shares for issuance under Commvault’s 2016 Omnibus Incentive Plan	✓	FOR	Page 55


•We hired a Chief Security Officer (“CSO”) as well as a Senior Director of Corporate Security & Facilities to support our ongoing commitment to security best practices in all our operations.			•We published a refreshed Sustainability Report, including the results of our comprehensive greenhouse gas (“GHG”) emissions assessment.
•We established our Enterprise Risk Management Committee (“ERMC”), which reports to the Audit Committee.			•We established our Executive Security Council (“ESC”), dedicated to cybersecurity oversight.
•We earned both GovRAMP and FedRAMP High Authorizations.


5%	89%			6%
Base Salary	Equity Awards(1)			Cash Performance Bonus
	40%	30%	30%	60%	40%
	Time-based restricted stock units (“RSUs”)	Financial performance stock units (“PSUs”)	Relative Total Shareholder Return (“TSR”) PSUs	Revenue	Non-GAAP EBIT
		60% At Risk Pay


7%	88%			5%
Base Salary	Equity Awards			Cash Performance Bonus
	67%	17%	17%	60%	40%
	Time-based RSUs	Financial PSUs	Relative TSR PSUs	Revenue	Non-GAAP EBIT
		34% At Risk Pay


8%	84%			8%
Base Salary	Equity Awards			Cash Performance Bonus
	40%	30%	30%	60%	40%
	Time-based RSUs	Financial PSUs	Relative TSR PSUs	Revenue	Non-GAAP EBIT
		58% At Risk Pay



CLIMATE ACTION & RESILIENCE While we are dependent on electricity due to our industry, we maintain a relatively low emissions profile. We are committed to our goal of reducing emissions across our operations and partnering with organizations that share our environmental values. Beyond our GHG emissions profile, our team remains focused on efforts to understand the climate-related financial risks our organization and partners may face, including both physical and transitional risks.
TALENT DEVELOPMENT & ENGAGEMENT Our people are our greatest asset. Guided by our desire to recruit, retain, and advance the best talent possible, our programs endeavor to foster a community where team members are respected, valued, and supported as they strive to reach their full potential. By empowering our people, we strengthen our ability to deliver exceptional value to our customers and communities.


PROPOSAL NO. 1: ELECTION OF DIRECTORS \| NOMINEES FOR ELECTION


Independent Age: 61 Director since 2018 Chair of the Board since 2019 Committees: Attends All			Nicola Adamo Professional 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, 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 (“SVP”) 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 SVP 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.



Independent Age: 63 Director since 2018 Committees: NGC (Chair), Audit			Martha Bejar Professional 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. 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 a 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 provides the Board with a wealth of executive, strategic and financial experience in the industry which enables her to provide valuable insights regarding our company's operations and strategic development. Other Public Company Boards • Lumen Technologies (since 2016) • Sportsman’s Warehouse (since 2019) • Quadient S.A. (2019-2025)



Independent Age: 72 Director since 1996 Committees: Operating, TMCC			Keith Geeslin Professional 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. Other Public Company Boards • Synaptics, Inc. (since 1986)

Independent Age: 58 Director since 2018 Committees: TMCC (Chair), NGC			Vivie “YY” Lee Professional 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. Other Public Company Boards • Synaptics, Inc. (since 2022) • Belden, Inc. (since 2023)


PROXY SUMMARY \| FISCAL 2025 FINANCIAL HIGHLIGHTS


PROXY SUMMARY \| GOVERNANCE HIGHLIGHTS


PROXY SUMMARY \| EXECUTIVE COMPENSATION HIGHLIGHTS


PROXY SUMMARY \| SUSTAINABILITY DEVELOPMENTS



Age: 61 Director since 2019 Committees: None			Sanjay Mirchandani Professional Background Sanjay Mirchandani is Commvault’s President and CEO and has served as a director since joining the Company in February 2019. He was also CEO of Puppet, Inc., an IT automation company, from 2016-2019. 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 has an MBA from the University of Pittsburgh and earned a BA in Mathematics from Drew University. He brings a wealth of international business and start-up experience through his diverse well-rounded career in technology. As our CEO, Mr. Mirchandani brings his knowledge and perspective about critical company business strategies, financial position and operational matters into Board deliberations. His insight regarding the Company's operations and future are critical to the successful function of the Board. Since 2023, Mr. Mirchandani has served as a director at Itron, Inc., a technology company offering products and services for energy and water resource management. Other Public Company Boards • Itron, Inc. (since 2023)


Independent Age: 70 Director since 2018 Committees: Operating, TMCC			Chuck Moran Professional 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 GHX, TCP, OverseeAI, Manhattan Associates, Inc., and Intapp, Inc. 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 and cloud/SaaS software, which are valuable to our Board. Other Public Company Boards • Manhattan Associates, Inc. (since 2017) • Intapp Inc. (since 2019) • Clarivate Analytics (2016-2020) • Duck Creek Technologies (2016-2022)


Independent Age: 40 Director since 2020 Committees: Audit, NGC			Allison Pickens Professional Background Allison Pickens has served as a director of the Company since June 2020. Ms. Pickens is the Founding Managing Director of Allison Pickens Ventures and The New Normal Fund, venture capital funds focused on AI and SaaS businesses, and a Senior Advisor to Boston Consulting Group, where she advises on strategic transformations of technology companies. Previously, Ms. Pickens served as Chief Operating Officer, and held other executive roles, at Gainsight, a SaaS company, from 2014 to 2020. From 2018 to 2020, she also served as Executive-in-Residence at Bessemer Venture Partners, and she served as a Board Director for dbt Labs, a venture-backed data transformation company, from 2021 to 2024. Earlier in her career, Ms. Pickens was an associate at Bain Capital Private Equity from 2009 to 2011, where she evaluated investments in a range of industries, and a management consultant to both public and private companies at Boston Consulting Group from 2007 to 2009. She is the co-author of the book The Customer Success Economy, published by Wiley in 2020. Qualifications Ms. Pickens is a technology executive with significant experience driving growth and strategic transformation initiatives at AI and SaaS companies. She has extensive experience coaching CEOs and executives in the software industry through her work at Gainsight and other advisory roles, through speaking engagements, and through the content she has authored. Ms. Pickens also has a unique breadth of experience that spans industries, including software, investment management, and management consulting. She brings significant skill in finance, general management, mergers and acquisitions, strategy, and customer growth and retention to the Board.

Independent Age: 62 Director since 2022 Committees: Audit (Chair), NGC			Shane Sanders Professional Background Shane Sanders has served as a director of the Company since December 2022. Mr. Sanders spent over 25 years at Verizon Communications Inc., a global telecommunications and technology company (“Verizon”), where he held a series of progressive senior leadership positions across finance, accounting, audit, and transformation. Most recently, he served as Senior Vice President of Business Transformation from March 2020 to December 2022, leading enterprise-wide initiatives to drive operational efficiency and cost transformation. From 2015 to 2020, he served as Senior Vice President of Corporate Finance, where he oversaw long-range planning, capital allocation, and corporate financial strategy. Earlier in his tenure, Mr. Sanders served as Senior Vice President of Internal Audit and Chief Audit Executive from 2010 to 2015, reporting directly to the Board of Directors and Audit Committee. In this role, he led Verizon’s enterprise governance, risk management, and compliance programs. He also played a leading role in reestablishing company-wide focus on cybersecurity oversight, working in partnership with Verizon’s CSO to establish the Enterprise Security Council, which focused on cybersecurity and IT risk management across the organization. Qualifications Mr. Sanders’ leadership experiences span a broad range of financial and operational areas, including financial planning and analysis, internal audit, public reporting, corporate governance, regulatory compliance, and enterprise risk. His risk management experience, including cybersecurity risk, is valuable to the board. His extensive background in a complex global enterprise provides unique and valuable insights into all aspects of our business. His proven transformation skills make him well qualified to offer guidance to the Board and management. Other Public Company Boards • Danaher (since 2021)



Independent Age: 54 Director since 2020 Committees: Operating (Chair), TMCC			Arlen Shenkman Professional Background Arlen Shenkman has served as a director of the Company since July 2020. Since January 2025, Mr. Shenkman has served as President and CFO for UKG, a leading provider of HR, payroll, and workforce management solutions. Prior to this role, Mr. Shenkman served as President and CFO of Boomi, Inc., a private software company, from February 2023 to December 2024. At Boomi, the CIO and Chief Information Security Officer reported to him, and he was responsible for cyber. Previously, Mr. Shenkman was Executive Vice President and CFO at Citrix Systems, Inc. from 2019 until March 2022. Citrix is a software security offering and Mr. Shenkman joined Citrix from SAP, where he served as Executive Vice President and Global Head of Business Development and Ecosystems beginning in 2017. Before that, Mr. Shenkman served as CFO of SAP North America, the company's largest business unit, from 2015 through 2017. Mr. Shenkman previously served as Global Head of Corporate Development for SAP from 2012 through 2015 and was a principal architect of SAP's rapid transformation into a cloud company. Qualifications Mr. Shenkman has a JD from the University of Miami School of Law, an MBA from the Fox School of Business at Temple University, and a BA in Political Science from George Washington University. Mr. Shenkman has substantial experience helping to lead large-scale business transformations for growth of SaaS and working with companies that specialize in complex-cloud environments and enterprise application software. He has significant financial experience, including in his current role as President and CFO for UKG, where he is responsible for all of the company's financial and capital management strategies, budgeting and planning, financial accounting, tax and treasury, investor relations, strategic alliances, and M&A. Mr. Shenkman also has significant experience managing large software companies, including in his current role as CFO of UKG, as well as in his former role as CFO of SAP North America, where he led the finance functions across North America, including planning and forecasting, business streamlining, and overall financial management, in addition to his earlier experience leading SAP’s corporate development and M&A activities worldwide. Mr. Shenkman’s substantial record and experience at global SaaS companies make him well qualified to serve as Chair of the Operating Committee of the Board. Other Public Company Boards • AspenTech (2022-2024)



INDEPENDENCE AND COMPOSITION OF OUR BOARD OF DIRECTORS •Eight of our nine 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 of our 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 SEC rules for service on particular committees. •The majority of 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 rotate every five years and the Chair of the Board rotates every ten years.



CORPORATE GOVERNANCE POLICIES •We have updated our Code of Ethics, which applies to all directors, officers, employees, and contractors, and is approved by the NGC and the Board of Directors annually. The Code highlights Commvault’s core operating principles and values and promotes lawful and ethical business conduct. •We have adopted a Code of Ethics for Senior Financial Officers that applies to our CEO, CFO, Chief Accounting Officer, and Controller. •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 commitments 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 of our key governance documents are publicly available on our website at www.commvault.com, from the Investor Relations—Corporate Governance tab.


Members: Mr. Sanders (Chair), and Mses. Bejar and Pickens Meetings in fiscal 2025: 6	Audit Committee The Audit Committee is responsible for:
	•the appointment, compensation, and oversight of our independent auditor •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 auditor •related person transactions	•our cybersecurity 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 auditor. The Audit Committee relies on the knowledge and expertise of our management, the internal auditors, and the independent auditor 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.

Members: Ms. Lee (Chair) and Messrs. Geeslin, Moran and Shenkman Meetings in fiscal 2025: met 6 times and acted by unanimous written consent 13 times	Talent Management and Compensation Committee The TMCC is responsible for overseeing Commvault’s compensation and benefit plans, including all compensation arrangements for executive officers and directors. In particular, the TMCC sets the compensation of our CEO and reviews and approves our CEO’s recommendations regarding the compensation of our other executive officers. Additionally, the TMCC oversees:
	•workplace health and safety matters •executive employment agreements	•talent management •management of risk arising from compensation practices and policies
	All members of the TMCC meet the heightened independence standards for compensation committee members set forth in the Nasdaq listing standards.



Members: Mses. Bejar (Chair), Lee and Pickens, and Mr. Sanders Meetings in fiscal 2025: 4			Nominations and Governance Committee The 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

Members: Messrs. Shenkman (Chair), Geeslin and Moran Meetings in fiscal 2025: 4			Operating Committee The general purpose of the Operating Committee is to provide oversight of various 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.


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
TMCC Chair	$20,000	Additional cash annual retainer
Chairs of the NGC and the Operating Committee	$12,000	Additional cash annual retainer
Audit Committee members	$15,000	Additional cash annual retainer
TMCC members	$10,000	Additional cash annual retainer
Members of the NGC and the Operating Committee	$5,000	Additional cash annual retainer


Name	Fees Earned or Paid in Cash	Stock Awards(1)	Total
Nicola Adamo	$152,000	$214,980	$366,980
Martha Bejar	$69,000	$214,980	$283,980
Keith Geeslin	$57,000	$214,980	$271,980
Vivie "YY" Lee	$67,000	$214,980	$281,980
Chuck Moran	$60,750	$214,980	$275,730
Allison Pickens	$62,000	$214,980	$276,980
Shane Sanders	$84,500	$214,980	$299,480
Arlen Shenkman	$64,000	$214,980	$278,980


CORPORATE GOVERNANCE \| SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS


	Shares of Common Stock Owned(1)	Percent of Common Stock Outstanding
Directors
Nicola Adamo	14,648	*
Martha Bejar	4,317	*
Keith Geeslin	31,461	*
Vivie "YY" Lee	12,020	*
Sanjay Mirchandani	254,493	*
Chuck Moran	10,967	*
Allison Pickens	3,137	*
Shane Sanders	5,304	*
Arlen Shenkman	14,090	*
Named Executive Officers that are not Directors
Jen DiRico	—	—
Gary Merrill	18,923	*
All directors and executive officers as a group (11 individuals)	369,360	1%


Name and Address of Beneficial Owner	Shares of Common Stock Owned	Percent of Common Stock Outstanding
BlackRock, Inc.(1) 50 Hudson Yards New York, NY 10001	5,737,508	12.9%
Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355	5,488,370	12.3%


Table of Contents
Compensation Discussion and Analysis			28
Executive Summary			29

SEC Form DEF 14A filed by Commvault Systems Inc.