DEF 14A

DEF 14A 1 d283395ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy 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 Rule 14a-12

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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

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Commvault Systems, Inc.

1 Commvault Way

Tinton Falls, NJ 07724

(732) 870-4000

July 1, 2022

Dear fellow Commvault stockholder:

I would like to take a moment to commend CEO Sanjay Mirchandani and his leadership team.

As Chairman, I have a unique opportunity to serve as an early sounding board for strategic plans, build relationships directly with our stockholders, and share my experiences with the management team to ensure we are all aligned on the Company’s strategic direction. I’m delighted to report that Commvault has made significant progress on this journey, as demonstrated by our strong results.

In just three years, we have strengthened the very core of our business. Commvault has scaled operations, accelerated its go-to-market program, and innovated an award-winning cloud data management portfolio. This includes introducing our hyper-growth Metallic software-as-a-service (SaaS) solutions that are driving a predictable and profitable revenue stream.

One of Sanjay’s strengths as a CEO is to develop and motivate talent. Under his leadership, we have built a strong bench of experienced SaaS leaders. We have also diversified our Board-by race, gender, orientation, and expertise. Our newest directors have experience with cloud, SaaS, and customer success that is invaluable as the Board guides future innovation. Moreover, we have intensified our focus on corporate social responsibility as part of our efforts to promote more sustainable value for our employees, stockholders, and the communities in which we live and work. This has all been achieved while enhancing our balance sheet and repurchasing more than $305 million of our shares.

We believe that Commvault has succeeded in its commitment to shareholders to deliver responsible growth.

On behalf of the entire Board of Directors, thank you for your ongoing support. We are glad you are accompanying us on this exciting journey.

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Nicholas Adamo

Chairman of the Board

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Notice of 2022 Annual

Meeting of Stockholders

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The purposes of the meeting are: 1. To elect six directors for a one-year term; 2. To vote, on an advisory basis, on our executive compensation program; 3. To ratify the appointment of Ernst & Young LLP as Commvault’s independent public accountants for the fiscal year ending March 31, 2023; 4. To approve additional shares to be available for grant under the 2016 Omnibus Incentive Plan, as amended by the Sixth Amendment (the “2016 Incentive Plan”); and 5. To transact such other business as may properly come before the meeting, or any adjournment or postponement thereof. 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 Regarding the Availability of Proxy Materials to stockholders of record on or before July 1, 2022, 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 10 days preceding the meeting and during the meeting. Information regarding how to examine the stockholder list is available at the meeting website at http://ir.commvault.com/annual-meeting. Important Notice Regarding the Availability of Proxy Materials for the Meeting to be held on August 24, 2022: 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 http://ir.commvault. com/annual-meeting and follow the instructions on the website
		Online before the Meeting:
	Visit www.investorvote.com/CVLT and finish voting before 3:00 a.m. EST on August 24, 2022.
		Mail:
	Sign, date and return your proxy card in the enclosed envelope
		Telephone:
	Call the telephone number on your proxy card

By Order of the Board of Directors Danielle Sheer Chief Legal and Compliance Officer July 1, 2022

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02		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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Table of Contents


Proxy Summary			4

What’s New!			4

Election of Directors			5

Diversity and Tenure Among the Ten Directors			5

Fiscal 2022 Financial Highlights			6

Governance Highlights			7

Executive Compensation Highlights			8

Corporate Social Responsibility Developments			9

Proposal No. 1: Election of Directors			10

Director Independence			10

Board Diversity			11

Nominees for Election			12

Continuing Directors			15

Majority Vote Standard and Resignation Policy in Director Elections			17

Corporate Governance			18

Overview			18

Board Leadership Structure			19

Board Oversight of Risk			19

Stockholder Engagement			21

How We Choose Directors			21

Board Committees			22

Meetings of the Board			23

How to Contact Our Board			23

Governance Documents			24

Transactions With Related Persons			24

Director Compensation			25

Stock Ownership Guidelines for Independent Directors			26

Security Ownership of Certain Beneficial Owners and Management			26


Proposal No. 2: Advisory Vote on Executive Compensation			29

Executive Compensation			30

Audit Committee Report			48

Proposal No. 3: Ratification of the Appointment of Independent Auditors			49

Audit, Audit-Related, Tax, and All Other Fees			49

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor			50

Proposal No. 4: Approval of the Omnibus Incentive Plan, as Amended by the Sixth Amendment			51

Background			51

Key Data			52

Description of the 2016 Incentive Plan			52

Additional Information About the Annual Meeting			60

Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures			64

Annex B: Sixth Amendment to Commvault Systems, Inc. Omnibus Incentive Plan			66

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03		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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Proxy

Summary

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 on or about July 1, 2022.

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MEETING AGENDA


Proposal	Board’s voting recommendation		For more information

Election of directors		FOR each nominee	Page 10

Advisory vote on executive compensation		FOR	Page 29

Ratification of independent auditors		FOR	Page 49

Approval of additional shares under the 2016 Omnibus Incentive Plan		FOR	Page 51

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• We redesigned our proxy statement and enhanced our disclosures to demonstrate our ongoing commitment to transparency and clarity.

• In 2021, we amended the charter of the Board’s Nominations and Governance Committee to ensure Board-level oversight of Commvault’s corporate social responsibility and sustainability programs and efforts.

• We adopted a “clawback” policy in 2021 to ensure we can recover any incentive compensation paid to certain officers in the event financial statements are subsequently restated.

• Due to our active Board refreshment program, eight of our ten directors (including three women) have joined the Board in the past four years.

• The Nominations and Governance Committee resolved to rotate the chair of each committee every five years and Chair of the Board every ten years.

• We issued our third annual Corporate Social Responsibility report in June 2022.

• We welcomed Javier Dominguez as our Chief Information Security Officer.

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04		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

PROXY SUMMARY | ELECTION OF DIRECTORS

Election of Directors

The following table shows information about our directors and director nominees. All our directors and nominees are independent except Mr. Mirchandani, Commvault’s President and Chief Executive Officer.


						Committees
	Age		Director Since		Occupation and Background	Audit	Nominations and Governance	Operating	Talent Management and Compensation

NOMINEES

Nicholas Adamo, Chair of the Board		58		2018	Former Senior Vice President of the Americas, Cisco Systems

Martha H. Bejar		60		2018	Senior Partner, Dagrosa Capital LLC and Chief Executive Officer of Red Bison Advisory Group, LLC

Keith Geeslin		69		1996	Partner, Francisco Partners

Vivie “YY” Lee		55		2018	Senior Vice President and Chief Strategy Officer, Anaplan

Sanjay Mirchandani		58		2019	President and Chief Executive Officer, Commvault Systems

David F. Walker		68		2006	Former Director of the Accountancy Program and the Program for Social Responsibility and Corporate Reporting, University of South Florida St. Petersburg

CONTINUING DIRECTORS

R. Todd Bradley		64		2020	Operating Partner, One Equity Partners

Charles Moran		67		2018	Founder and former Chief Executive Officer and President, Skillsoft Plc.

Allison Pickens		37		2020	Former Chief Operating Officer, Gainsight

Arlen Shenkman		51		2020	Former Executive Vice President and Chief Financial Officer, Citrix Systems, Inc.

Number of Directors						3	3	3	3

Committee Chair

Committee Member

Diversity and Tenure Among the Ten Directors

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05		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

PROXY SUMMARY | 2022 FINANCIAL HIGHLIGHTS

Fiscal 2022 Financial Highlights

Focused and Thoughtful Board Refreshment


Eight of our ten directors have joined the Board in the past four years, increasing the Board’s diversity and range of expertise.

Fiscal 2022 was a successful year for Commvault, with notable increases in revenues, GAAP and non-GAAP income from operations, and GAAP and non-GAAP diluted earnings per share.

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Please see “Reconciliation of GAAP to Non-GAAP Financial Measures” in Annex A for additional information about our non-GAAP financial measures. Our GAAP income/(loss) from operations (EBIT) was $41,566 and ($22,263) in fiscal years 2022 and 2021, respectively. Our GAAP diluted earnings/(loss) per share (EPS) was $0.71 and ($0.66) in fiscal years 2022 and 2021, respectively.

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06		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

PROXY SUMMARY | GOVERNANCE HIGHLIGHTS

Governance Highlights

Commvault is committed to excellence in corporate governance. We have recently strengthened several of our policies and practices to demonstrate this commitment, including those summarized below.

Independent Board leadership. Our Board is led by an independent chairman so our President and Chief Executive Officer can focus on his executive leadership role.

Clawback policy. In 2021, we implemented a “clawback” policy for cash and equity incentive awards. This policy allows us to recoup compensation if Commvault is required to prepare a financial restatement, without regard to whether the restatement is caused by wrongdoing, negligence, or misconduct.

Hedging policy. We have a policy that prohibits our employees, officers, and directors from engaging in any hedging transactions with regard to Commvault common stock.

Proxy access. Our Amended and Restated Bylaws include a “proxy access” provision that provides stockholders with the ability to nominate director candidates to be included in our proxy materials.

Leadership diversity. Our Board has adopted Corporate Governance Guidelines that includes an express policy to prioritize diversity. Our Board appointments reflect these considerations. Since Mr. Mirchandani joined Commvault in 2019, we have welcomed three women to our executive team and a third woman to our Board. Our Board participated in our employee diversity and inclusion initiatives for Pride month, including director Ms. YY Lee sharing her insights on the industry with a focus on allyship, inclusion in the workplace, and individuality as a key to success.

Cybersecurity. Leveraging his 20 years of experience in security program transformation, Mr. Javier Dominguez now leads our cybersecurity strategy as our Chief Information Security Officer. The Board provides oversight of the Company’s cybersecurity and compliance programs.

Compliance program. We have expanded our compliance program under the leadership of a Director of Compliance. Under the Chief Legal and Compliance Officer and in conjunction with the new Chief Information Security Officer, the Director of Compliance monitors and implements compliance training regarding our policies relating to sanctions, data privacy, cybersecurity, anti-harassment, modern slavery act, background checks, confidentiality, business continuity, equal employment, and anti-corruption. The goal of the compliance program is to meet the needs of our customers and partners in an ever-changing regulatory compliance landscape.

We believe these changes and practices represent strong corporate governance measures that are in the best interests of our company and its stockholders.

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07		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

PROXY SUMMARY | EXECUTIVE COMPENSATION HIGHLIGHTS

Executive Compensation Highlights

Commvault’s executive compensation program is designed to support our long-term strategic vision and to 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 (and, for some executives, individual) performance.

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08		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

PROXY SUMMARY | CORPORATE SOCIAL RESPONSIBILITY DEVELOPMENTS

Corporate Social Responsibility Developments



Climate This past year, Commvault’s Environmental, Social and Governance (ESG) team completed a gap analysis against Sustainability Accounting Standards Board (SASB) requirements for software and technology companies. SASB is a widely recognized independent standard for financially material ESG information that is industry-specific, evidence-based, and market-informed to help investors compare companies fairly while monitoring markets over time. As a result of the gap analysis, the ESG team increased its focus on inclusion and belonging by adding three new employee resource groups (ERG)-Capabilities, Family Support Network, and Environmental-to the Commvault ERG community.
We published our second annual CSR report in June 2021. This report highlights that the nature of our business enables us to avoid having a traditional corporate environmental footprint. For example, we do not require physical manufacturing operations or global supply chains. Moreover, nearly 50% of the energy requirements (175 days) for Commvault’s main data center was avoided through the use of innovative free cooling processes, resulting in an annual reduction of 682,000 kilowatt hours or 159,000 kg of C02 emissions. Our products and services, which provide opportunities for responsible data management, can help reduce our customers’ environmental footprints and costs as well. Our third annual CSR report was published in June 2022.



Human Rights We are proud to be part of the United Nations’ Business Avengers Program, which unites global companies in a commitment to help deliver on the Sustainable Development Goals that have been agreed to by UN nations. For X years, Commvault has supported goal No. 12, Responsible Consumption and Production.	Governance In 2021, we amended the charter for the Board’s Nominations and Governance Committee to give that committee direct responsibility for overseeing and providing direction for Commvault’s corporate social responsibility and sustainability programs and efforts.	Global Philanthropy Commvault matched employees’ donations to the International Rescue Committee dollar-for-dollar in support of Ukrainian refugees.

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09		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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Proposal No. 1:

Election of Directors

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Our Board of Directors was historically divided into three classes. Two years ago we began a three-year process of de-classifying our Board. At the upcoming annual meeting, six nominees—from classes I and III—will stand for re-election to one-year terms. Beginning with the 2023 Annual Meeting, all directors will be elected annually, and the Board will no longer be divided into classes.

If you sign, date and return your proxy card, the individuals named as proxy voters on the proxy card for our 2022 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 Independence

Our Corporate Governance Guidelines provide that the Board must have a majority of members who meet the independence standards set forth in the listing rules 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 CEO, Mr. Mirchandani, are independent under these standards. In making this determination, the Nominations and Governance Committee, 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 committee, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that all members, other than Mr. Mirchandani, are independent.

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10		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS | BOARD DIVERSITY

Board Diversity

The Board of Directors has adopted a policy on Board diversity that is implemented by the Nominations and Governance Committee. This policy requires the Nominations and Governance Committee to consider gender, race, and ethnicity when recommending director nominees, as well as diversity in professional experience, skills, business knowledge, training and understanding of Commvault’s business environment when recommending nominees to the Board. Our objective is to achieve a board composed of members whose individual backgrounds collectively provide a portfolio of experience and knowledge that will serve Commvault’s governance and strategic needs.

The diverse personal characteristics of our directors are shown in the graphics below.

Diversity Matrix (As of July 1, 2022)



Total Number of Directors	10
	Female	Male	Non-Binary	Did not disclose Gender

Directors	3	6	—	1

NUMBER OF DIRECTORS WHO IDENTIFY IN ANY OF THE CATEGORIES BELOW:

African American or Black	—	—	—	—

Alaskan Native or Native American	—	—	—	—

Asian	1	1	—	—

Hispanic or Latinx	1	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White	1	5	—	—

Two or More Races or Ethnicities	—	—	—	—

LGBTQ+	1

Did not Disclose Demographic Background	1

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11		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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

Nominees for Election

Class I Directors Whose Three-Year Terms Expire in 2022

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Independent

Age: 58

Director since 2018

Chair of the Board
since 2019

Committees:

None

Nicholas Adamo

Professional Background

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 before his retirement in 2016. In particular, Mr. Adamo was 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 countries. Mr. Adamo also served as 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.

Qualifications

Mr. Adamo is an experienced information technology executive, with a deep working knowledge of the industry. He leverages his background with both enterprise and service provider segments to provide valuable insight and perspectives to our Board and management. He also has demonstrated an extensive ability to balance strategy and operational execution, foster long-standing strategic relationships, and guide business and technology discussions and decisions for shared success.

Other Affiliations

• Founder and president of Making A Mark, Inc., a New Jersey-based charitable foundation targeting the environment and education

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12		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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


Independent Age: 60 Director since 2018 Committees: Nominations and Governance (chair)	Martha Bejar Professional Background Ms. Bejar has been a senior partner at Dagrosa Capital LLC since 2021. She is also the co-founder and Chief Executive Officer of Red Bison Advisory Group, LLC. Ms. Bejar has served as Chief Executive Officer 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. Qualifications Ms. Bejar has a strong track record of leadership and a proven ability to drive and support innovation in the technology and software space. She provides the Board with a wealth of executive, strategic, and governance experience in the industry and valuable insights regarding Commvault’s operations and strategic development. She has a passion for CSR and sustainability and is an active participant in driving initiatives in those areas.
	Other Public Company Boards • Lumen Technologies (since 2016) • Quadient S.A. (since 2019) • Sportsman’s Warehouse (since 2019)	Other Affiliations • Afiniti

Independent Age: 68 Director since 2006 Committees: Audit (chair)	David F. Walker Professional Background Mr. Walker was the Director of the Accountancy Program and the Program for Social Responsibility and Corporate Reporting at the University of South Florida St. Petersburg from 2002 through 2009. Prior to joining the University of South Florida, Mr. Walker was with Arthur Andersen LLP. He served as a partner in that firm from 1986 through 2002, including 3 years as partner in charge of the firm’s assurance and business advisory services practice for the Florida and Caribbean region. Mr. Walker is a certified public accountant and a certified fraud examiner, and he was recognized as an NACD Board Leadership Fellow from 2015 through 2021. Qualifications Mr. Walker’s governance, accounting, and finance qualifications include an in-depth understanding of risk oversight, accounting, and financial reporting. The Board has determined that he is an audit committee financial expert.
	Other Public Company Boards • Chico’s FAS, Inc. (since 2005) • CoreLogic (2010-2020)

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13		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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

Class III Directors Whose One-Year Terms Expire in 2022


Independent Age: 69 Director since 1996 Committees: Talent Management and Compensation (chair)		Keith Geeslin Professional Background Mr. Geeslin has been a partner at Francisco Partners, a global private equity firm, since 2004. Before joining Francisco Partners, 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’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 company’s industry. Originally representing one of our company’s initial investors, Mr. Geeslin has a long history with Commvault and its management, providing continuity to Board deliberations. Mr. Geeslin’s experience on other public company boards is also valuable to the Board. Other Public Company Boards • Synaptics, Inc. (since 1986)

Independent Age: 55 Director since 2018 Committees: Talent Management and Compensation, Nominations and Governance		Vivie “YY” Lee Professional Background Ms. Lee served as Senior Vice President and Chief Strategy Officer of Anaplan, a SaaS software company, from 2018 until October 2021. Prior to joining Anaplan, Ms. Lee served as Chief Executive Officer for FirstRain, a business analytics platform company, from 2015 until 2018, and as Chief Operating Officer for ten years before that. Earlier in her career, Ms. Lee served as General Manager of Worldwide Services at Cadence Design Systems. In that position, she merged several services divisions into an industry-leading advanced technology operation. She held P&L responsibility for the business, spanning research and development, go-to-market, sales, and support across global regions including the US, UK/EU, India, China, and Japan. Before Ms. Lee’s tenure at Cadence, she co-founded Aqueduct Software, an enterprise-class software development solution for automating application data collection, profiling, and analysis during iterative development, testing, 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. Ms. Lee began her career at Bell Labs and has also worked at Synopsys and 8x8 (formerly Integrated Information Technology, Inc.) in various product management roles. Qualifications Through her tenures at numerous start-up and mature technology companies, Ms. Lee 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)

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14		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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


Age: 58 Director since 2019 Committees: None		Sanjay Mirchandani Professional Background Mr. Mirchandani has been the President and Chief Executive Officer of Commvault since joining the company in February 2019. Previously, Mr. Mirchandani served as the Chief Executive Officer of Puppet, Inc., an Oregon-based IT automation company from 2016-2019. Before joining Puppet, Mr. Mirchandani was Corporate Senior Vice President and General Manager of Asia Pacific and Japan at VMware, Inc. from 2013 to 2016. From 2006 to 2013, Mr. Mirchandani served as EMC Corporation’s Chief Information Officer and led its Global Centers of Excellence. Prior to that, Mr. Mirchandani held various positions at Microsoft Corporation and Arthur Andersen LLP. Qualifications Mr. Mirchandani brings a wealth of international business, software and SaaS experience from a rich background in technology and IT leadership. As a former CIO, he has unique experience helping CIOs and IT leaders manage the collision occurring between IT and Security. As our Chief Executive Officer, 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 functioning of the Board.
The Board of Directors recommends that you vote FOR each of the director nominees. Continuing Directors Class II Directors Whose Terms Expire in 2023
Independent Age: 64 Director since 2020 Committees: Talent Management and Compensation, Operating		R. Todd Bradley Professional Background Mr. Bradley has been an Operating Partner at One Equity Partners since 2020. He previously served as the Chairman and Chief Executive Officer of Mozido, a cloud-based mobile payment provider, from 2015 to 2017. Prior to that, Mr. Bradley served as the President of TIBCO Software Inc., a provider of infrastructure and business intelligence software, from June 2014 until it was acquired in December 2014. From 2005 to 2014, Mr. Bradley served in a variety of roles at HP Inc., a technology company offering computers and printing products and related services, including Executive Vice President, Strategic Growth Initiatives from 2013 to 2014. Earlier in his career, Mr. Bradley served as President and CEO of Palm, Inc., a personal digital assistant and smartphone manufacturer, which was later acquired by HP. Qualifications With decades of experience in the technology industry, Mr. Bradley has significant expertise leading global technology companies as a senior executive and director, particularly as they adapt to large-scale technological and competitive changes. He also has significant leadership, finance, digital, marketing, and software experience. Other Public Company Boards • Mattel, Inc. (since 2018) • Eastman Kodak Company (2017 to 2020) • TrueCar Inc. (2013 to 2016)

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15		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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


Independent Age: 67 Director since 2018 Committees: Audit, Operating		Charles “Chuck” Moran Professional Background Mr. Moran is the founder of Skillsoft Plc., and served as its Chief Executive Officer and President from 1998 until his retirement in 2015. He served as Chairman of the Board for Skillsoft from 1998 to 2002, as a director from 2002 to 2006, and resumed his service as Chairman from 2006 to 2010. Upon Skillsoft’s privatization in 2010, Mr. Moran served as a director until 2015, and as Chairman from 2015 to 2016. He now serves as a director and advisor to various private companies and private equity firms. Before forming Skillsoft, Mr. Moran was the President and Chief Executive Officer of NETg National Education Training Group, a computer-based information technology training company, from 1995 to 1997. Prior to NETg, Mr. Moran was the Chief Financial Officer and Chief Operations Officer of Softdesk, Inc., where he helped lead the company’s successful initial public offering. Earlier in his career, Mr. Moran held senior-level sales and marketing positions at Insite Peripherals, Inc. and Archive Corporation. Qualifications With more than two decades of experience working with technology companies, Mr. Moran has an in-depth understanding of the industry and expertise in critical areas including operations, finance, sales, marketing, and cloud/SaaS software. Mr. Moran’s various board memberships also give him financial expertise that he deploys to great benefit as a member of our Audit Committee. The Board has determined that he is an audit committee financial expert. Other Public Company Boards • Manhattan Associates, Inc. (since 2017) • Intapp Inc. (since 2019) • Duck Creek Technologies (2016-2022)

Independent Age: 37 Director since 2020 Committees: Nominations and Governance		Allison Pickens Professional Background Ms. Pickens is the founding General Partner of The New Normal Fund, LP, a venture capital fund focused on SaaS businesses, a director at dbt Labs, Inc., a venture-backed data transformation company, 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 the Executive-in-Residence at Bessemer Venture Partners. 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 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, which earned her recognition as one of the Top Women Leaders in SaaS in 2018 by The Software Report. 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.

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16		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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

Independent

Age: 51

Director since 2020

Committees:

Operating (chair),
Audit

Arlen Shenkman

Professional Background

Mr. Shenkman was Executive Vice President and Chief Financial Officer at Citrix Systems, Inc. from 2019 until March 2022, where he was 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. He joined Citrix from SAP, where he served in many roles, including Executive Vice President and Global Head of Business Development and Ecosystems (2017-2019); Chief Financial Officer of SAP North America, the company’s largest business unit (2015-2017); and Global Head of Corporate Development (2012-2015). During his tenure, Mr. Shenkman led the finance functions across North America, including planning and forecasting, business streamlining, and overall financial management, and led SAP’s corporate development and M&A activities worldwide.

Qualifications

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 role as Chief Financial Officer for Citrix. Due to that experience, the Board has determined that he is an audit committee financial expert. Mr. Shenkman also has significant experience managing large software companies, including in his former roles at Citrix and as CFO of SAP North America, where he was a principal architect of SAP’s rapid transformation into a cloud company. Mr. Shenkman’s substantial record and experience at global SaaS companies make him well qualified to serve as Chair of the Operating Committee.

Other Public Company Boards

• AspenTech (since 2022)

Majority Vote Standard and Resignation Policy in Director Elections

In 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 Nominations and Governance Committee. 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 Nominations and Governance Committee or the Board.

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17		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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Corporate

Governance

Overview

The Board has adopted comprehensive Corporate Governance Guidelines to define responsibilities, set high standards of professional and personal integrity, and ensure compliance with such responsibilities and standards. The Board of Directors 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

• Nine of our ten current directors are independent under Nasdaq listing standards.

• Our Board is led by an independent chairman so our President and Chief Executive Officer can focus on his executive leadership role.

• Eight of our directors have joined the Board since 2018, substantially reducing the Board’s average tenure.

• Three women have joined the Board since 2018, significantly increasing the Board’s gender diversity.

• We amended our Charter and Bylaws to end the classification of our Board, and are in the process of implementing that change. Beginning with the Annual Meeting in 2023, all directors will stand for election annually.

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.

• The Board decided all members of the Audit Committee qualify as “audit committee financial experts” pursuant to SEC guidelines.

• Each standing committee operates under a written charter that is available on our website.

• As of 2021, the Nominations and Governance Committee resolved to rotate chairs of each committee every five years and Chair of the Board every ten years.

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18		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | OVERVIEW

Corporate Governance Policies

• A “proxy access” provision in our Bylaws gives stockholders the ability to nominate director candidates for inclusion in our proxy materials.

• We have adopted a policy on Board diversity, which prioritizes a Board made up of individuals with diverse backgrounds.

• Our “clawback” policy permits us to recover incentive compensation from certain officers in the event we are required to prepare a financial restatement, without regard to whether the restatement is caused by wrongdoing, negligence, or other misconduct.

• Our hedging policy prohibits our employees, officers, and directors from engaging in any hedging transactions with regard to Commvault common stock.

• Our insider trading policy subjects all employee trading to prescribed trading window and blackout periods.

• We implemented guidebooks for the Board and each committee to provide guidance, establish organization, and ensure predictability as they execute their respective duties.

• We established Sanctions Guidelines for the Company that detail our global economic sanctions program, discuss our compliance with applicable sanctions, and explain how employees can seek guidance for their business engagements.

Governance Documents

• Our Code of Ethics, which applies to all directors, officers, employees, and contractors is approved by the Nominations and Governance Committee annually.

• We have adopted a Code of Ethics for Senior Financial Managers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller.

• Our Integrity Counts program provides for confidential and anonymous submissions by our employees and other interested parties regarding accounting or auditing matters, violations of our Code of Ethics, and other unethical behavior or practices.

• All of our key governance documents are available on our website at www.commvault.com, from the Investor Relations—Corporate Governance tab.

Board Leadership Structure

Our 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 Chairman so our President and Chief Executive Officer can focus on his executive leadership role. 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.

Board Oversight of Risk

The 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 of Directors 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.

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19		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | BOARD OVERSIGHT OF RISK

While the Board has ultimate oversight responsibility for the risk management process, the Board’s standing 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 auditor our significant financial risks or exposures and to assess the steps management has taken to minimize such risks. The Audit Committee also oversees Commvault’s internal audit function and compliance matters, and reviews with the Chief Legal and Compliance Officer any legal matters, including litigation, that may have a material impact on our financial statements, financial condition, or results of operations.

The Talent Management and 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 social responsibility efforts.

The Operating Committee provides oversight on various matters as determined by the Board and management.

Each of these Board committees reports to the full Board with respect to its risk oversight functions.

At the management level, our Chief Legal Officer serves as our Chief Compliance Officer to 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, including the Chief Legal and Compliance Officer,

reports to the Board or an appropriate Board committee regarding risk issues.

Commvault maintains a cybersecurity governance program for the benefit of the company, our customers, and stockholders. Headed by our Chief Information Security Officer (CISO), our cybersecurity program has a dedicated team monitoring information security using best practices and maintaining a robust security certification library. The CISO regularly meets with management to set our information security policies and priorities based on our assessment of risks and business priorities. Quarterly, the CIO and the CISO update our Audit Committee on information security priorities, key metrics, and progress on audits and compliance measures. The Audit Committee provides oversight of the security program and advises on risk management strategies.

Under our Corporate Governance Policies, 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 Chief Financial Officer and Chief Legal and Compliance Officer are available at Board and committee meetings to answer questions relating to risk oversight. Further, because the Chief Executive Officer 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.

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20		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | STOCKHOLDER ENGAGEMENT



Stockholder Engagement We maintain a quarterly stockholder outreach program, which includes proactive CEO and CFO post-earnings calls with our top 40 stockholders, and subsequent phone calls with all interested investors. Our CEO, CFO, Head of Investor Relations, and senior management participate in broker-sponsored, non-deal roadshows and conferences each quarter. In fiscal year 2022 we hosted 206 investor meetings or phone calls (compared to 193 in fiscal year 2021), including 116 meetings with existing investors and 90 meetings with potential investors. Every June through August, in advance of our Annual Meeting, we reach out to our top 50 stockholders, representing 78% of our outstanding common stock. During that time period in 2021, we spoke to 11 stockholders, representing approximately 24% of our outstanding common stock. Our proxy outreach team includes the Chair of the Board and several independent directors, the Head of Investor Relations, our Chief Legal Officer, and the Chief People Officer. Topics discussed include our timeline to identify standards for ESG reporting, measures to increase workforce diversity, pandemic effects on our business, capital allocation (such as share repurchases and M&A), and executive compensation. We received positive stockholder feedback on our fiscal year 2022 outreach. In particular, stockholders were impressed with our independent directors’ commitment to stockholder engagement, our receptivity to stockholder feedback, and our numerous corporate governance enhancements over the last several years.				In fiscal year 2022 we hosted 206 investor meetings or phone calls including 116 meetings with existing investors and 90 meetings with potential investors.

				Topics discussed include • our timeline to identify standards for ESG reporting • measures to increase workforce diversity • pandemic effects on our business • capital allocation (such as share repurchases and M&A) • executive compensation • operational efficiency • revenue growth and margin targets

How We Choose Directors

The Nominations and Governance Committee is responsible for assessing the appropriate balance of experience, skills, and characteristics required of our Board of Directors and for carrying out adequate due diligence with respect to prospective board members. Generally speaking, we believe the Board should include individuals with skills and experience in the following areas:

•

HR-Workforce of the Future

•

Engineering and Innovation

•

Go-to-Market

•

Cybersecurity

•

Digital Marketing

•

Transition/Shift to SaaS

•

Finance

•

Global/Strategy

•

M&A and Integrations

•

Executive Management

The Nominations and Governance Committee will consider nominees that are recommended by current directors, management, or stockholders. Candidates recommended by stockholders will be evaluated in the same manner as candidates identified through other means.

Nominees for director are selected on the basis of diversity, depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of our business environment, willingness to devote adequate time to board duties, and the interplay of the candidate’s experience and skills with those of other board members. Our Corporate Governance Guidelines provide that the Nominations and Governance Committee must also consider gender, race, and ethnicity when recommending director nominees, with the objective of achieving a Board with diverse business, personal, and educational backgrounds.

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21		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | BOARD COMMITTEES

Board Committees

The Board of Directors has three standing committees and one ad hoc committee. 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 as defined in the Nasdaq listing standards.


Members: Messrs. Walker (Chair), Moran, and Shenkman Meetings in fiscal 2022: 5	Audit Committee The Audit Committee is responsible for the appointment, compensation, and oversight of our independent auditor. Additionally, the Audit Committee monitors:
	• 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 also is responsible for ensuring Commvault’s Code of Ethics for Senior Financial Officers remains 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 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 Messrs. Walker, Shenkman, and Moran qualifies 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: Mr. Geeslin (Chair), Mr. Bradley, and Ms. Lee Meetings in fiscal 2022: met or acted by unanimous written consent 13 times	Talent Management and Compensation Committee The 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:
	• Commvault’s diversity and inclusion programs and policies • workplace health and safety matters • our corporate culture	• executive employment agreements • talent management • management of risk arising from compensation practices and policies
	The TMCC also is responsible for approving Commvault’s Code of Ethics. All members of the TMCC meet the heightened independence standards for compensation committee members set forth in the Nasdaq listing standards.

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22		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | BOARD COMMITTEES


Members: Mses. Bejar (Chair), Lee, and Pickens Meetings in fiscal 2022: 4		Nominations and Governance Committee The Nominations and Governance Committee 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. The Nominations and Governance Committee also oversees: • Commvault’s sustainability, stewardship, and corporate social responsibility • succession planning • annual review of all Board committee charters • annual performance evaluations of the Board and its committees • recommendations for directors to serve on Board committees

Members: Messrs. Shenkman (Chair), Bradley, and Moran Meetings in fiscal 2022: 6		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 value creation.

Meetings of the Board

During the fiscal year ended March 31, 2022, our Board of Directors held six meetings. Due to the ongoing COVID-19 pandemic, most of these meetings were held virtually. All our directors attended more than 80% of the meetings of the Board of Directors and meetings of the committees of the Board on which they served during the time they served.

The Board of Directors meets in executive session, without management, at every Board meeting. During fiscal year 2022, 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. All our directors attended our 2021 Annual Meeting virtually or in person.

How to Contact Our Board

Stockholders can contact our Board of Directors to provide comments, to report concerns, or to ask a question, 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

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23		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | GOVERNANCE DOCUMENTS

through the Investor Relations section of our website at 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 Nominations and Governance Committee, who will determine when it is appropriate to distribute such communications to other members of the Board or to management.

Governance Documents

Our Code of Ethics applies to all our directors and employees, including executives and contractors. The Code establishes our legal and ethical standards of behavior, and supports our commitments to human rights, respectful treatment, and equal opportunity. Employees and interested third parties can report concerns or suspected violations of the Code to Commvault’s Chief Legal and Compliance Officer or Chief People Officer or through Integrity Counts, an anonymous hotline at commvault@integritycounts.ca. The Code and the following additional governance documents are available in the Investor Relations section of our website under “Corporate Governance—Overview”:

•

Corporate Governance Guidelines

•

Amended and Restated Bylaws

•

Policy on Fair Disclosure to Investors

•

Code of Ethics for Senior Financial Officers

•

Human Rights Policy

•

Sanctions Guidelines

•

Insider Trading Policy

•

Charters for all the Board’s committees and management’s Disclosure Committee

Transactions With Related Persons

The Board of Directors recognizes that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. It is our policy to have the Audit Committee review and approve, ratify, or disapprove of proposed transactions or courses of dealings with respect to which executive officers or directors or members of their immediate families have an interest. The Audit Committee reviews any such transaction based upon the applicable SEC rules and our ethics and governance guidelines. There were no related person transactions during the fiscal year ended March 31, 2022.

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24		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | DIRECTOR COMPENSATION

Director Compensation

Annual Cash and Equity Retainers

Our TMCC 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. During fiscal 2022, the TMCC 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, we revised our compensation program to align to the 50^th percentile of the peer group. (For information about our peer group, see “Compensation Discussion and Analysis—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	$125,000	Additional cash annual retainer

Audit Committee Chair	$ 30,000	Additional cash annual retainer

TMCC Committee Chair	$ 20,000	Additional cash annual retainer

Chairs of the Nominations and Governance Committee and the Operating Committee	$ 12,000	Additional cash annual retainer

Audit Committee members	$ 15,000	Additional cash annual retainer

TMCC Committee members	$ 10,000	Additional cash annual retainer

Members of the Nominations and Governance Committee and the Operating Committee	$5,000	Additional cash annual retainer

Every non-employee director	$200,000 target value on the grant date	Equity in the form of 2,640 restricted stock units awarded on August 19, 2021, that will vest on August 19, 2022, if the director is still serving on our Board at the time.

RSUs granted to the non-employee directors are issued under our 2016 Incentive Plan. See “Long-Term Equity Incentive Awards” in the Compensation Discussion and Analysis section below for more information about this plan. We also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board or Board committees.

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25		COMMVAULT SYSTEMS, INC. \| 2022 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 2022. 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

Nicholas Adamo(2)		$167,000		$199,980	$	366,980

Martha H. Bejar(3)		$ 52,250		$199,980	$	252,230

R. Todd Bradley(4)		$ 57,000		$199,980	$	256,980

Keith Geeslin(5)		$ 62,000		$199,980	$	261,980

Vivie “YY” Lee(6)		$ 55,750		$199,980	$	255,730

Charles E. Moran(7)		$ 62,000		$199,980	$	261,980

Allison Pickens(8)		$ 47,000		$199,980	$	246,980

Arlen Shenkman(9)		$ 69,000		$199,980	$	268,980

David F. Walker(10)		$ 72,000		$199,980	$	271,980

Gary Smith(11)		$ 13,500		$ 0	$	13,500

The amounts in these columns represent the grant date fair value of restricted stock unit awards granted during the fiscal year indicated as computed in accordance with FASB ASC Topic 718. The amounts reported disregard estimated forfeitures related to service-based vesting conditions. See the notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2022, for a discussion of all assumptions made by us in determining the grant date fair value of such awards.

2.	Mr. Adamo has 2,640 restricted stock units outstanding as of March 31, 2022.

3.	Ms. Bejar has 2,640 restricted stock units outstanding as of March 31, 2022.

4.	Mr. Bradley has 2,640 restricted stock units outstanding as of March 31, 2022.

5.	Mr. Geeslin has 17,000 stock options, each of which is vested and exercisable, and 2,640 restricted stock units, in either case, outstanding as of March 31, 2022.

6.	Ms. Lee has 2,640 restricted stock units outstanding as of March 31, 2022.

7.	Mr. Moran has 2,640 restricted stock units outstanding as of March 31, 2022.

8.	Ms. Pickens has 2,640 restricted stock units outstanding as of March 31, 2022.

9.	Mr. Shenkman has 2,640 restricted stock units outstanding as of March 31, 2022.

10.	Mr. Walker has 17,000 stock options, each of which is vested and exercisable, and 2,640 restricted stock units, in either case, outstanding as of March 31, 2022.

11.	Mr. Smith received fees for the first quarter of fiscal year 2022.

Stock Ownership Guidelines for Independent Directors

We currently require our independent directors to acquire an equity ownership interest in Commvault common stock that is equal to five times their base annual cash retainer by the fifth anniversary of the date they first became a director. The TMCC is satisfied that this level of equity ownership among our independent directors is sufficient to provide motivation and to align the directors’ interests with those of our stockholders. Each independent director who is required to be in compliance with these guidelines owns the requisite amount of stock.

Security Ownership of Certain Beneficial Owners and Management

Management

The following table shows, as of May 31, 2022, the number of shares of our common stock (the only class of voting securities outstanding) beneficially owned by: (1) each current director and nominee for director; (2) each named executive officer (defined below); and (3) 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, restricted stock units (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 assumes the person has exercised all options, vested in all restricted stock units, and converted all convertible securities, that are exercisable, convertible, or will vest within 60 days, and

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26		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

that no other person exercised any of their options, vested in any of their restricted stock units, 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

Nicholas Adamo		12,495		*

Martha H. Bejar		3,495		*

R. Todd Bradley		4,618		*

Keith Geeslin(1)		57,309		*

Vivie “YY” Lee		13,785		*

Sanjay Mirchandani		175,197		*

Charles E. Moran		12,495		*

Allison Pickens		4,118		*

Arlen Shenkman		4,618		*

David F. Walker(1)		70,457		*

Named Executive Officers that are not Directors

Brian Carolan(2)		136,704		*

Riccardo Di Blasio		17,182		*

All directors and executive officers as a group (12 individuals)		512,473		1	%

*	Less than 1%

1.	Includes options to acquire 17,000 shares of common stock that are exercisable within 60 days of May 31, 2022.

2.	Includes options to acquire 79,781 shares of common stock that are exercisable within 60 days of May 31, 2022.

On April 28, 2022, Mr. Carolan tendered his resignation as Chief Financial Officer effective July 1, 2022.

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27		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CORPORATE GOVERNANCE | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Other Stockholders

The following table sets forth, as of May 31, 2022 (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.


Name and Address of Beneficial Owner	Shares of Common Stock Owned		Percent of Common Stock Outstanding

BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055		5,043,826		11.2	%

Vanguard Group, Inc.(2) PO Box 2600, V26 Valley Forge, PA 19482		4,746,564		10.6	%

Starboard Value LP(3) 777 Third Avenue, 18th Floor New York, NY 10017		4,469,256		9.9	%

AllianceBernstein L.P.(4) 1345 Avenue of the Americas New York, NY 10105		2,851,465		6.3	%

Mackenzie Financial Corporation(5) 180 Queen Street West Toronto, Ontario M5V 3K1		2,471,153		5.5	%

1.	Based solely on a Schedule 13G/A filed on January 28, 2022, by BlackRock, Inc., except for Percent of Common Stock Outstanding.

Based solely on a Schedule 13G/A filed on February 9, 2022, by Vanguard Group, Inc., except for Percent of Common Stock Outstanding. The Vanguard Group, Inc. reported it held 0 shares with sole voting power, 86,293 shares with shared voting power, 4,621,545 shares with sole dispositive power and 125,019 shares with shared dispositive power.

3.	Based solely on a Schedule 13D/A filed on November 16, 2020, by Starboard Value LP, except for Percent of Common Stock Outstanding.

Based solely on a Schedule 13G/A filed on February 14, 2022, by AllianceBernstein L.P., except for Percent of Common Stock Outstanding. AllianceBernstein L.P. reported it held 2,459,879 shares with sole voting power, 0 shares with shared voting power, 2,803,265 shares with sole dispositive power and 48,200 shares with shared dispositive power.

5.	Based solely on a Schedule 13G/A filed on February 4, 2022, by Mackenzie Financial Corporation, except for Percent of Common Stock Outstanding.

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28		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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Proposal No. 2:

Advisory Vote on

Executive Compensation

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Every year we give stockholders the opportunity to approve, on a non-binding, advisory basis, the compensation of our executive officers 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 achieve the results necessary 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 year 2022 compensation of our named executive officers.

We are asking stockholders to indicate their support for our named executive officer 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 named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, 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 TMCC, or the Board of Directors. However, the Board of Directors and the TMCC 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.

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29		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

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Executive

Compensation

Compensation Discussion and Analysis

This section discusses the compensation of the following individuals, who served as executive officers during the fiscal year ended on March 31, 2022 (the “named executive officers”).

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Table of Contents

Compensation Discussion and Analysis			30

Executive Summary			31

Compensation Tables			41

Fiscal 2022 Summary Compensation Table			41

Fiscal 2022 Grants of Plan Based Awards Table			42

Fiscal 2022 Outstanding Equity Awards at Fiscal Year End Table			43

Fiscal 2022 Stock Vested Table			44

Pension Benefits and Deferred Compensation			44

Employment Agreements			44

Change in Control Agreements			45

Estimated Payments and Benefits upon Termination or Change in Control			46

CEO Pay Ratio			47

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30		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CD&A | EXECUTIVE SUMMARY

Executive Summary

We believe the skill, talent, judgment, and dedication of our executive officers are critical to Commvault’s long-term value. Therefore, our objective in setting compensation policies for our named executive officers is to align pay with performance, while at the same time providing fair, reasonable, and competitive compensation that will allow us to attract, retain, and reward superior executive talent. The TMCC strongly believes that executive compensation should align our executive officers’ interests with those of our stockholders by rewarding achievement of specific annual, long-term, and strategic company goals, with the ultimate objective of enhancing long-term stockholder value.

Leadership Change

Mr. Carolan, who has served as Commvault’s Chief Financial Officer since 2012, announced in April that he would step down from this position effective July 1. The Board named Gary Merrill, Commvault’s Chief of Business Operations, as the new CFO, and he has been working with Mr. Carolan to ensure a smooth transition.

Pay for Performance

We believe our executive compensation program has been designed to effectively pay for performance and is aligned with increasing the long-term value of the Company. As shown in the charts below, there is a correlation between our performance and the compensation paid over the past five fiscal years to our CEOs.

CEO Pay-for-Performance

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1.	Fiscal 2019 equity awards represent $12 million of modification expense for our former CEO’s stock options and awards.

2.	Reflects annual cash bonus compensation. See heading below labeled “Annual Bonus Plan” for more details.

3.	Reflects the aggregate grant date fair value of stock option and restricted stock unit awards computed in accordance with FASB ASC Topic 718.

4.	Please see the “Reconciliation of GAAP to Non-GAAP Financial Measures” in Annex A for additional information about our non-GAAP financial measures.

5.	Reflects the market price of our common stock per share on the last business day of the fiscal year.

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31		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CD&A | EXECUTIVE SUMMARY

Mix of Compensation Elements

Our fiscal 2022 executive compensation program consists of three principal elements: base salary, annual cash incentive bonuses, and long-term equity incentive awards. Consistent with our pay for performance philosophy, the majority of target total direct compensation for the named executive officers in fiscal 2022 consisted of incentive awards, particularly long-term equity incentive awards. The TMCC believes that emphasizing equity-based compensation creates a strong incentive for our executives to build sustainable long-term stockholder value.

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Prior Stockholder Advisory Vote on Named Executive Officer Compensation

In light of the 2021 say-on-pay vote, in which 97% of the votes cast were in favor of our executive compensation program, the TMCC maintained a consistent general approach for fiscal year 2022. In particular, the TMCC continued to emphasize pay-for-performance through the use of performance share awards that reward our executive officers only if they deliver value for our stockholders. The TMCC will continue to consider input from our stockholders when making compensation decisions for our executive officers.

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32		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CD&A | COMPENSATION PHILOSOPHY AND OBJECTIVES

Compensation Philosophy and Objectives

As a technology company, we operate in an extremely competitive and rapidly changing industry. When setting compensation policies for our executive officers, the TMCC strives to align pay with performance; to provide fair, reasonable, and competitive compensation that will allow us to attract, retain, and reward superior executive talent; and to align our executive officers’ interests with those of our stockholders by rewarding achievement of specific annual, long-term, and strategic goals. To that end, the compensation opportunities provided to our executive officers include a mix of both cash and equity elements that reward performance as measured against pre-established goals and objectives. The specific goals that our current executive compensation program rewards are focused primarily on revenue growth and profitability, as the TMCC believes those measures are the most direct drivers of long-term stockholder value creation.

Decisions with respect to the total compensation for our executive officers are based primarily upon an assessment of each individual’s performance and potential to enhance long-term stockholder value. Often, the TMCC relies on judgment rather than rigid guidelines or formulas in determining the amount and mix of compensation for each executive officer. Factors affecting such judgment include performance compared to strategic goals established at the beginning of the year, the nature and scope of each executive’s responsibilities, and whether the executive conducts all activities in a manner consistent with our core Company values.

COVID-Related Adjustments to Our Compensation Program

As the pandemic stabilized during fiscal year 2022, we were able to return to granting the types of awards, with the associated performance metrics and time horizons, that we had typically granted in pre-pandemic years. In May 2021, our TMCC approved several changes to the design of our short-term and long-term incentive compensation programs for fiscal 2022, including:

•

Transitioning from quarterly performance periods back to an annual performance period for our annual incentive plan, except with respect to Mr. Di Blasio, as described below;

•

Adjusting back to the typical shorter and steeper revenue and non-GAAP EBIT payout curves for the annual incentive plan; and

•

Adding financial PSUs (which historically made up approximately 25% of the executives’ long-term equity awards) back to the long-term incentive mix.

The TMCC will continue to monitor the design of our incentive compensation programs in the context of the COVID-19 pandemic or other extraneous macro events as well as the continuing maturity of our business, expectations of our stockholders, and market practice among our peers.

How Compensation Decisions are Made

Role of the Talent Management and Compensation Committee

The TMCC is responsible for setting the compensation of our CEO and for reviewing and approving our CEO’s recommendations regarding the compensation of our other executive officers.

Role of Executive Officers

Each year, the Chief Executive Officer reviews the performance and compensation of each of the executive officers and makes recommendations to the TMCC with respect to their compensation for the coming year. In addition, our CEO, Chief Financial Officer, and Chief Human Resources Officer support the TMCC in its work by providing information relating to our financial plans and personnel-related data.

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33		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CD&A | HOW COMPENSATION DECISIONS ARE MADE

Role of the Compensation Consultant

The TMCC has authority under its charter to engage outside advisors and experts for advice as appropriate. During fiscal year 2022, the TMCC engaged the services of Compensia, Inc., a national compensation consulting firm, as the TMCC’s consultant to provide advice on matters relating to the compensation of our executive officers and non-employee directors. Compensia provided the TMCC with an analysis of industry sector competitive market data regarding executive compensation, information on compensation trends, and peer group and general market data, as well as assistance with the parameters used to determine the peer group, base salaries, incentive plan design, and the overall structure of our executive compensation program.

The TMCC regularly reviews the objectivity and independence of the advice provided by its compensation consultant. The TMCC has evaluated Compensia’s engagement and, based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in SEC rules and Nasdaq rules (and such other factors as were deemed relevant under the circumstances), the TMCC has determined that its relationship with Compensia and the work of Compensia on behalf of the TMCC did not raise any conflict of interest.

Role of the Peer Group

During fiscal 2022, the TMCC engaged Compensia to conduct a competitive market analysis for purposes of evaluating our base salaries, annual cash bonus opportunities, and long-term equity incentive plan. The data from this analysis was used to ensure that our executive compensation program was optimally structured to attract, motivate, retain, and reward our highly experienced management team, to keep management focused during our expected period of growth, and to align our compensation practices with comparable technology industry companies.

In developing the peer group, the TMCC targeted U.S.-headquartered companies within similar industries and of a similar size as the Company. In particular, the TMCC targeted direct competitors and other business application software companies. The peer companies were also evaluated based on two financial criteria:

•

Revenue: Target between approximately $350 million and $1.4 billion (0.5x to 2.0x the Company’s trailing 12-month revenue); and

•

Market Capitalization: Target between $625 million and $6.3 billion (0.3x to 3.0x the Company’s market capitalization)



The companies included in the peer group for fiscal year 2022 were

ACI Worldwide Blackbaud Bottomline Technologies Box Mandiant	MicroStrategy NetScout Systems New Relic Nutanix Progress Software	Pure Storage Rapid7 SecureWorks Tenable Holdings Varonis Systems

COMMVAULT VS. PEER GROUP
The Company and the TMCC review the peer group annually and make changes as needed to ensure it remains appropriate.

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34		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CD&A | FISCAL YEAR 2022 COMPENSATION DECISIONS

Fiscal Year 2022 Compensation Decisions

Base salary

The TMCC generally compares our executive officer base salaries to the 30th—80th percentile of the competitive market data in the analysis prepared by its compensation consultant. The TMCC considers this range, allowing for base salaries to be set at the upper end of the range where appropriate, because executive compensation in the technology industry is intensely competitive and some of our competitors are larger organizations that can provide generally larger compensation packages than organizations of our size. Due to the intense competition to attract and retain talent, the TMCC believes it is appropriate to target the base salaries of our executive officers at these levels. We believe our base salaries are competitive.

Typically, base salary levels are reviewed annually as part of our performance review process, as well as upon a promotion or other change in job responsibility. In addition to considering the competitive market analysis when setting base salaries for fiscal 2022, the TMCC also evaluated the scope of, and accountability associated with, each executive officer’s position and the overall experience of each executive officer. The table below shows the fiscal 2021 and 2022 base salary rates for each named executive officer.


Name and Principal Position Held	Fiscal 2021 Salary ($)		Fiscal 2022 Salary ($)		Percentage Increase (%)

Sanjay Mirchandani President and Chief Executive Officer		550,000		645,000		17.3%*

Brian Carolan Chief Financial Officer		410,000		410,000		0%

Riccardo Di Blasio Chief Revenue Officer		445,000		450,000		1.1%

*	In his first two years with Commvault, Mr. Mirchandani received housing and relocation allowances of approximately $180,000 per year. For fiscal year 2022, those allowances were incorporated into his base salary rather than being paid separately, accounting for most of this increase.

Annual Incentive Plan

During fiscal 2022, Messrs. Mirchandani, Carolan, and Di Blasio each participated in the Commvault Annual Incentive Plan (the “Fiscal 2022 AIP”), which made them eligible to earn a cash bonus based on achievement of pre-established corporate financial goals.

Target Annual Cash Incentive Opportunities

The TMCC approved target cash incentive opportunities for the named executive officers in May 2021 after considering a competitive market analysis, the scope of and accountability associated with each executive officer’s position, the performance of each executive officer since the last annual performance review (in the case of Mr. Carolan), and the overall experience of each executive officer. Mr. Di Blasio was evaluated against certain quarterly (rather than annual) goals and had more upside potential for one metric (revenue), as discussed below.

The target cash incentive opportunities were as follows:


Executive	Fiscal year 2022 base salary		Target annual cash incentive (%)		Target annual cash incentive ($)

Sanjay Mirchandani		$645,000		100%		$645,000

Brian Carolan		$410,000		60%		$246,000

Riccardo Di Blasio		$450,000		100%		$450,000

Cash bonus payments under the Fiscal 2022 AIP could range from zero to 200% of target.

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35		COMMVAULT SYSTEMS, INC. \| 2022 PROXY STATEMENT

CD&A | FISCAL YEAR 2022 COMPENSATION DECISIONS

Performance Measures

In May 2021, the TMCC selected total revenue (weighted 60%) and non-GAAP EBIT (weighted 40%) as the performance metrics for the Fiscal 2022 AIP. Commvault has used these performance metrics for the annual cash incentive plan for six years (though the weightings have varied). These metrics were selected because the TMCC believes that, at this stage of our development, revenue growth and profitability are the most relevant measures of Commvault’s financial performance and the measures most closely correlated to increasing stockholder value. In fact, in the course of our regular stockholder engagements, stockholders often mention their approval of our revenue and non-GAAP EBIT performance measures. Further, in our public communications (including on earnings calls), our disclosures typically reference revenue and non-GAAP EBIT, in addition to GAAP performance metrics, as the primary means we use to evaluate our own performance. In other words, these metrics are closely tied to how we manage the business.

For purposes of the Fiscal 2022 AIP, the TMCC set the various performance levels for these performance metrics and payout amounts for each performance level as shown below.

For Messrs. Carolan and Mirchandani


Metric	Weight		Threshold (50% payout)			Target (100% payout)			Maximum (200% payout)

Revenue (in thousands)		60%		90	%		100	%		105	%

Non-GAAP EBIT (in thousands)		40%		85	%		100	%		112	%

If actual performance falls between the specified goals, the payout percentage is calculated on a linear basis.

For Mr. Di Blasio

Because Mr. Di Blasio is our Chief Revenue Officer, the TMCC believes he should have different targets and multipliers that emphasize the revenue metric. Specifically, Mr. Di Blasio had four independent quarterly revenue goals that, in the aggregate, were the same amount as the annual goal for the other named executive officers. In addition, he was entitled to a payout of 240% for maximum performance (rather than the maximum of 200% for the other named executive officers). Since Mr. Di Blasio could earn his incentive bonus incrementally—based on results for each individual quarter—and his payout percentage was potentially higher, the TMCC anticipated that the payout percentages for the revenue metric for the named executive officers might vary.

In keeping with the quarterly schedule for Mr. Di Blasio’s incentive bonus, he also earned incremental amounts for the non-GAAP EBIT metric. His goal for non-GAAP EBIT was the same as the annual goal set for the other named executive officers. However, for each of the first three quarters of the AIP performance period, Mr. Di Blasio received an amount based on an assumed achievement of 80% of target for non-GAAP EBIT. At the end of the fourth quarter the payout associated with the non-GAAP EBIT metric was adjusted to reflect Commvault’s actual performance for the year. Thus, Mr. Di Blasio’s aggregate payout related to non-GAAP EBIT was the same as the payout earned by the other named executive officers.

Fiscal 2022 Annual Cash Incentive Plan Decisions

In May 2021, the TMCC determined that our achievement for the revenue and non-GAAP EBIT portions of the Fiscal 2022 AIP resulted in a payout equal to 100.12% of target for Messrs. Mirchandani and Carolan.

SEC Form DEF 14A filed by Commvault Systems Inc.