DEF 14A of Commvault Systems Inc, Jun 25, 2024

DEF 14A of Commvault Systems Inc

Filed Jun 25, 2024 · FY20240001169561-24-000070

Open on EDGAR

  1. Election of Directors

    Election of Directors The following table shows information about our director nominees. All of our directors and nominees are independent except Mr. Mirchandani, Commvault’s President and Chief Executive Officer (“CEO”).

  2. Election of Directors

    | | | | | Committees | | | | | | Age | Director Since | Occupation and Background | Audit | Nominations and Governance | Operating | Talent Management and Compensation | | NOMINEES | | | | | | | | | Nicholas Adamo, Chair of the Board | 60 | 2018 | Founder and President of Making a Mark, Inc. | | | | | | Martha H. Bejar | 62 | 2018 | Senior Partner, Dagrosa Capital LLC and co-founder and Chief Executive Officer of Red Bison Advisory Group, LLC | n | n | | | | Keith Geeslin | 71 | 1996 | Partner, Francisco Partners | | | n | n | | Vivie “YY” Lee | 57 | 2018 | Former Senior Vice President and Chief Strategy Officer, Anaplan | | n | | n | | Sanjay Mirchandani | 60 | 2019 | President and Chief Executive Officer, Commvault Systems | | | | | | Charles Moran | 69 | 2018 | Founder and former Chief Executive Officer and President, Skillsoft Plc. | n | | n | | | Allison Pickens | 39 | 2020 | Founder and General Partner of the New Normal Fund | n | n | | | | Shane Sanders | 61 | 2022 | Former Senior Vice President, Verizon Communications | n | n | | n | | Arlen Shenkman | 53 | 2020 | President of Boomi, Inc. | | | n | n | | Number of Directors | | | | 4 | 4 | 3 | 4 |

  3. Election of Directors

    | n | Committee Chair | n | Committee Member |

  4. Nominees for Election

    Nominees for Election

  5. Nominees for Election

    | Independent Age: 60 Director since 2018 Chair of the Board since 2019 Committees: Attends All | 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 •Lookout, Inc. |

  6. Nominees for Election

    | Independent Age: 62 Director since 2018 Committees: Nominations and Governance (Chair), Audit | 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 obtained a Certificate of Sustainability, Capitalism and ESG from UC Berkeley School of Law’s Executive Education program. Ms. Bejar has a passion for ESG, sustainability, and cybersecurity and provides oversight and active participation in driving initiatives in those areas. The Board has determined that she is an audit committee financial expert. | | | | Other Public Company Boards •Lumen Technologies (since 2016) •Quadient S.A. (since 2019) •Sportsman’s Warehouse (since 2019) | Other Affiliations •Afiniti |

  7. Nominees for Election

    | Independent Age: 71 Director since 1996 Committees: Operating, TMCC | 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: 57 Director since 2018 Committees: TMCC (Chair), 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 September 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 digital security risks, operations, marketing, and strategic development. Other Public Company Boards • Synaptics, Inc. (since 2022) • Belden, Inc. (since 2023) |

  8. Nominees for Election

    | Age: 60 Director since 2019 Committees: None | Sanjay Mirchandani Professional Background Mr. Mirchandani has been the President and Chief Executive Officer of Commvault since February 2019. Previously, he served as the Chief Executive Officer of Puppet, Inc., an Oregon-based IT automation company from 2016 to 2019. Before joining Puppet, he was Corporate Senior Vice President and General Manager of Asia Pacific and Japan at VMware, Inc. from 2013 to 2016. During his seven years at EMC Corporation, Mr. Mirchandani served as the company’s Chief Information Officer and led its Global Centers of Excellence. Prior to that, he held various positions at Microsoft Corporation and Arthur Andersen LLP. Qualifications Mr. Mirchandani brings a wealth of international cybersecurity, business, software and SaaS experience from a rich background in technology and IT leadership. As a former CIO, he has unique experience helping CIOs, CISOs, and IT leaders manage the complexity and collision occurring between IT and Security. As our Chief Executive Officer, he 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. Other Public Company Boards •Itron, Inc. (since 2023) |

  9. Nominees for Election

    | Independent Age: 69 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 and in the cybersecurity space, 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 and Operating Committees. 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) • Clarivate Analytics (2016-2020) • Duck Creek Technologies (2016-2022) |

  10. Nominees for Election

    | Independent Age: 39 Director since 2020 Committees: Audit, 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 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 the 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, 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. | | Independent Age: 61 Director since 2022 Committees: Audit (Chair), Nominations and Governance, and TMCC | Shane Sanders Professional Background Mr. Sanders most recently served as Senior Vice President, Business Transformation at Verizon Communications from 2020 to 2022 where he was responsible for leading the enterprise-wide cost transformation program and operational excellence. Mr. Sanders served in a series of progressive leadership positions within Verizon since 2000 during which time he served in various roles within accounting and finance including Senior Vice President, Internal Audit & Chief Audit Executive from 2010 until 2015 where he led enterprise governance and risk management reporting directly to the Verizon Board of Directors and Audit Committee. From 2015 to 2020, Mr. Sanders served as Senior Vice President, Corporate Finance where he also managed long-range planning and capital allocation. Qualifications Mr. Sanders leadership experiences in Verizon’s accounting and finance organization has spanned a range of functional areas including financial planning and analysis, corporate governance, audit, public reporting and compliance. His risk management expertise, including cybersecurity risk, to the Board. Alongside the Chief Security Officer, Mr. Sanders led the implementation of the Verizon Enterprise Security Council which focused on cybersecurity and IT security risk management. His experience with Verizon, one of the world’s largest communications and technology companies, provides a unique perspective on all aspects of our business. His proven business transformation skills make him well qualified to offer guidance to the Board and management. The Board has determined that he is an audit committee financial expert. Other Public Company Boards • Danaher (since 2021) |

  11. Nominees for Election

    | Independent Age: 53 Director since 2020 Committees: Operating (Chair), TMCC | Arlen Shenkman Professional Background Mr. Shenkman is the President of Boomi, Inc. where he is responsible for driving business transformation and financial growth. Mr. Shenkman also served as Boomi, Inc.’s Chief Financial Officer from 2023 until June 2024. Prior to that, he was Executive Vice President and Chief Financial Officer at Citrix Systems, Inc. from 2019 until March 2022, where he was responsible for all 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, enterprise application software, and cybersecurity. He has significant financial experience, including in his former role as Chief Financial Officer for Boomi, Inc. 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) |

  12. Director Compensation

    Director Compensation

  13. ANNUAL CASH AND EQUITY RETAINERS

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Nicholas Adamo(2) | $152,000 | $214,947 | $366,947 | | Martha H. Bejar(3) | $64,000 | $214,947 | $278,947 | | R. Todd Bradley(4) | $23,332 | $— | $23,332 | | Keith Geeslin(5) | $60,750 | $214,947 | $275,697 | | Vivie “YY” Lee(6) | $64,500 | $214,947 | $279,447 | | Charles E. Moran(7) | $62,000 | $214,947 | $276,947 | | Allison Pickens(8) | $58,250 | $214,947 | $273,197 | | Shane Sanders(9) | $79,500 | $214,947 | $294,447 | | Arlen Shenkman(10) | $66,500 | $214,947 | $281,447 | | David F. Walker(11) | $29,473 | $— | $29,473 |

  14. Compensation Discussion and Analysis

    | Table of Contents | | | Compensation Discussion and Analysis | 29 | | Executive Summary | 30 | | Compensation Tables | 41 | | Fiscal 2024 Summary Compensation Table | 41 | | Fiscal 2024 Grants of Plan-Based Awards Table | 42 | | Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table | 43 | | Fiscal 2024 Stock Vested Table | 44 | | Pension Benefits and Deferred Compensation | 44 | | Individual Agreements | 44 | | Change in Control Agreements | 45 | | Estimated Payments and Benefits upon Termination or Change in Control | 46 | | CEO Pay Ratio | 47 | | Pay versus Performance | 48 |

  15. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT The TMCC has authority under its charter to engage outside advisors and experts for advice as appropriate. In preparation for fiscal year 2024, 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.

  16. ROLE OF THE PEER GROUP

    ROLE OF THE PEER GROUP In preparation for fiscal 2024, 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 $400 million and $1.6 billion (0.5x to 2.0x the Company’s trailing 12-month revenue); and • Market Capitalization: Target between $1.0 billion and $9.0 billion (0.3x to 3.0x the Company’s market capitalization)

  17. ROLE OF THE PEER GROUP

    | The companies included in the peer group for fiscal year 2024 were: | | | | ACI Worldwide Alteryx Blackbaud Box DigitalOcean Holdings Informatica | MicroStrategy N-Able NetScout Systems New Relic Nutanix Progress Software | Pure Storage Qualys Rapid7 Tenable Holdings Varonis Systems |

  18. COMMVAULT VS. PEER GROUP

    COMMVAULT VS. PEER GROUP The Company and the TMCC review the peer group annually and make changes as needed to ensure it remains appropriate. The competitive positioning of our trailing four-quarters of revenue and market capitalization below reflect our profile as of January 2023, when the TMCC approved the peer group for fiscal year 2024.

  19. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN During fiscal 2024, Messrs. Mirchandani, Merrill, and Di Blasio each participated in the Commvault Annual Incentive Plan (the “Fiscal 2024 AIP”), which made them eligible to earn a cash bonus based on achievement of pre-established corporate financial goals.

  20. Target Annual Cash Incentive Opportunities

    Target Annual Cash Incentive Opportunities The TMCC approved target cash incentive opportunities for the named executive officers in May 2023 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 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. Mr. Di Blasio resigned effective January 12, 2024, and therefore only received quarterly incentive payments for the first three quarters of fiscal 2024. The target cash incentive opportunities were as follows:

  21. Target Annual Cash Incentive Opportunities

    | Executive | Fiscal 2024 Salary | Target Annual Cash Incentive | Target Annual Cash Incentive(1) | | Sanjay Mirchandani | $645,000 | 100% | $645,000 | | Gary Merrill | $451,000 | 70% | $315,700 | | Riccardo Di Blasio | $475,000 | 100% | $475,000 |

  22. Target Annual Cash Incentive Opportunities

    1. Cash bonus payments under the Fiscal 2024 AIP could range from zero to 200% of target.

  23. Performance Measures

    Performance Measures In May 2023, the TMCC selected total revenue (weighted 60%) and non-GAAP EBIT (weighted 40%) as the performance metrics for the Fiscal 2024 AIP. 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 2024 AIP, the TMCC set the various performance levels for these performance metrics and the payout amounts for each performance level as shown below.

  24. For Messrs. Mirchandani and Merrill

    | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | Revenue | 60% | 93% | 100% | 104% | | Non-GAAP EBIT | 40% | 89% | 100% | 108% |

  25. For Mr. Di Blasio

    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. 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 would have been adjusted to reflect Commvault’s actual performance for the year. However, Mr. Di Blasio resigned effective January 12, 2024, and therefore only received quarterly incentive payments for the first three quarters of fiscal 2024.

  26. FISCAL 2024 ANNUAL CASH INCENTIVE PLAN DECISIONS

    FISCAL 2024 ANNUAL CASH INCENTIVE PLAN DECISIONS In May 2024, the TMCC determined that our achievement for the revenue and non-GAAP EBIT portions of the Fiscal 2024 AIP resulted in a payout equal to 109% of target for Messrs. Mirchandani and Merrill.

  27. FISCAL 2024 ANNUAL CASH INCENTIVE PLAN DECISIONS

    | | Achievement (in millions) | Target (in millions) | Achievement vs. Target | Payout Factor | Weighting | Weighted Payout | | Annual Revenue | $839 | $843 | 99.5% | 97.1% | 60.0% | 58.4% | | Non-GAAP EBIT | $177 | $174 | 102.1% | 126.3% | 40.0% | 50.6% | | Total | | | | | 100.0% | 109.0% |

  28. FISCAL 2024 ANNUAL CASH INCENTIVE PLAN DECISIONS

    No individual performance multiplier was applied to the earned bonus for our named executive officers. As a result, the named executive officers received the annual incentive bonuses shown below.

  29. FISCAL 2024 ANNUAL CASH INCENTIVE PLAN DECISIONS

    | | Target Annual Cash Incentive Opportunity | Percentage of Target Annual Incentive Earned | Actual Annual Incentive Earned | | Sanjay Mirchandani | $645,000 | 109.0% | $703,050 | | Gary Merrill | $315,700 | 109.0% | $344,113 | | Riccardo Di Blasio(1) | $475,000 | 88.2% | $314,280 |

  30. FISCAL 2024 ANNUAL CASH INCENTIVE PLAN DECISIONS

    1. Mr. Di Blasio resigned as CRO effective January 12, 2024, and therefore did not receive his fourth quarter bonus payment, impacting his overall incentive earned.

  31. LONG-TERM EQUITY INCENTIVE AWARDS

    LONG-TERM EQUITY INCENTIVE AWARDS We provide long-term equity incentive awards pursuant to our 2016 Incentive Plan, which is designed to provide plan participants with appropriate incentives to achieve long-range goals and to align participants’ interests with those of our stockholders. The 2016 Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock awards, performance stock awards, and other forms of equity based on, or related to, shares of our common stock, and cash incentive awards that are contingent on performance. Generally, new executive officers receive a significant equity award when they commence employment. The size of each equity award is set at a level that we believe is appropriate to create a meaningful opportunity for stock ownership based upon our equity award grant guidelines, the individual’s position with Commvault, and the individual’s potential for future responsibility and promotion. The relative weight given to each of these factors varies from individual to individual. All equity awards granted to our executive officers are approved by the TMCC. When annual equity awards are granted, typically in May of each year, the TMCC bases grants on an evaluation of each executive officer’s performance during the prior fiscal year, as well as our overall corporate financial performance. The terms of annual awards and the number and form of awards granted are designed to ensure the recipient has a meaningful incentive to remain a Commvault employee. In preparation for granting annual equity awards in May 2023, the TMCC reviewed a competitive market analysis prepared by Compensia to obtain data primarily related to the grant date fair value of the equity awards granted to similarly situated executives at companies in our compensation peer group. The awards granted to our named executive officers in May 2023 were provided in three forms, and subject to the terms and conditions shown below.

  32. LONG-TERM EQUITY INCENTIVE AWARDS

    | Time-Based RSU awards 50% | These awards vest 33.3% on the first anniversary of the grant date and an additional 8.375% quarterly thereafter until fully vested, generally subject to continued employment on the vesting date. | | Relative TSR PSU awards 25% | Recipients may earn up to 200% of their target award based on Commvault’s TSR performance relative to the components of the Russell 3000 Index over equally weighted one, two, and three-year performance periods. Earned shares, if any, vest at the end of each applicable annual performance period. | | Financial PSU awards 25% | Recipients may earn up to 200% of their target award based 100% on Commvault’s total annualized recurring revenue (“ARR”) for fiscal 2024. Earned shares, if any, vest 33.3% on the first anniversary of the grant date and an additional 8.375% quarterly thereafter until fully vested, generally subject to continued employment on the vesting date. |

  33. LONG-TERM EQUITY INCENTIVE AWARDS

    Based on the competitive market analysis prepared by Compensia, Commvault’s long-term equity grants are more heavily weighted toward performance-based awards than is the norm within our compensation peer group. Taking into consideration market data and the performance of individual executive officers, the TMCC approved the following equity award grants for our named executive officers:

  34. LONG-TERM EQUITY INCENTIVE AWARDS

    | Executive | Aggregate target value | Time-based restricted stock unit awards (#) | Relative TSR PSU awards (#) | Financial PSU awards (#) | | Sanjay Mirchandani | $9.7 million | 77,811 | 38,905 | 38,905 | | Gary Merrill | $3.2 million | 25,669 | 12,834 | 12,834 | | Riccardo Di Blasio | $2.5 million | 20,054 | 10,027 | 10,027 |

  35. LONG-TERM EQUITY INCENTIVE AWARDS

    In determining the number of shares granted to each named executive officer, the TMCC converted the target value of each award to a number of units based on the 5-trading day average closing price of our common stock prior to the grant date.

  36. Relative TSR PSU Awards

    Relative TSR PSU Awards The Relative TSR PSU awards granted to our named executive officers in fiscal 2024 will be earned (or not) based on our TSR measured relative to the components of the Russell 3000 Index over three equally weighted overlapping one-year, two-year, and three-year performance periods. The payout opportunities for the Relative TSR PSU awards are as follows:

  37. Relative TSR PSU Awards

    | Relative TSR Percentile Rank | % of Target PSU Earned | | < 25th | 0% | | 25th | 50% | | 50th | 100% | | 75th | 150% | | 85th | 200% (max) |

  38. Relative TSR PSU Awards

    Scale is linear between shown points. Regardless of Commvault’s relative TSR performance, earned shares cannot exceed 100% of target if the Company’s stock price is lower at the end of the performance period than it was at the beginning. The TMCC regularly considers the appropriate time horizon for the performance measures used in the compensation plan for our named executive officers. The TMCC believes that using multiple-year vesting for the Relative TSR PSUs appropriately balances the one-year performance period for the annual bonus and the three-year vesting period for the time-based RSUs and Financial PSUs.

  39. Relative TSR PSU Awards - Performance Vesting

    Relative TSR PSU Awards - Performance Vesting

  40. Relative TSR PSU Awards - Performance Vesting

    | Grant | May 2019 | May 2020 | May 2021 | May 2022 | May 2023 | | Actual Vest %: | | | | | | | First annual tranche | 96% | 105% | 98% | 100% | 200% | | Second annual tranche | 95% | 101% | 100% | 200% | TBD | | Third annual tranche | 87% | 117% | 194% | TBD | TBD |

  41. Relative TSR PSU Awards - Performance Vesting

    Earned units for each performance period, if any, will vest following certification of our results by the TMCC. For the one-year performance period of the May 2023 award that ended May 15, 2024, our total stockholder return of 71.01% was positioned at the 90th percentile of the benchmark. As a result, the TMCC certified a payout equal to 200% of target for the portion of the Relative TSR PSU awards related to the first annual tranche. For the two-year performance period of the May 2022 award that ended May 16, 2024, our total stockholder return of 68.89% was positioned at the 87th percentile of the benchmark. As a result, the TMCC certified a payout equal to 200% of target for the portion of the Relative TSR PSU awards related to the second annual tranche. For the three-year performance period of the May 2021 award that ended May 17, 2024, our total stockholder return of 51.98% was positioned at the 84th percentile of the benchmark. As a result, the TMCC certified a payout equal to 194% of target for the portion of the Relative TSR PSU awards related to the third annual tranche.

  42. Financial PSU awards

    Financial PSU awards The Financial PSUs granted to our named executive officers in fiscal 2024 were eligible to be earned based on our level of achievement against total annualized recurring revenue (“ARR”) goals established at the beginning of fiscal 2024 and measured over a one-year performance period.

  43. Financial PSU awards

    | Achievement | ARR Achievement | ARR Achievement (% of Target) | % of Target PSU Earned | | Below Threshold | < $668 million | <88% | —% | | Threshold | $668 million | 88% | 50% | | Target | $760 million | 100% | 100% |

  44. Financial PSU awards

    In the event that our actual performance exceeds target, the payout expressed as a percent of target will increase by 6% of each 1% of incremental ARR performance above target up to a maximum payout equal to 200%. Our actual ARR achievement for fiscal 2024 was equal to 101.3% of target. As a result, the TMCC certified a payout equal to 108% of the target number of shares. Any shares earned based on our actual one-year financial performance were to vest 33.3% on the first anniversary of the grant date and an additional 8.375% quarterly thereafter until fully vested.

  45. INDIVIDUAL AGREEMENTS

    INDIVIDUAL AGREEMENTS We have entered into individual agreements with each of our named executive officers. Mr. Mirchandani has entered into an employment agreement with the Company, and all other named executive officers have entered into executive retention and severance agreements. We entered into these arrangements to acknowledge each executive’s importance to Commvault and our stockholders and to attempt to avoid the distraction and loss of key management personnel that may occur in connection with rumored or actual fundamental corporate organizational changes. As more fully described in the section entitled “Individual Agreements”, these agreements entitle a named executive officer to payments and benefits if employment is terminated by the Company without “cause,” or by him with “good reason,” within the two-year period following a change in control of the Company.

  46. TAX AND ACCOUNTING CONSIDERATIONS

    TAX AND ACCOUNTING CONSIDERATIONS Section 162(m) of the Internal Revenue Code places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. While the TMCC considers the deductibility of compensation as one factor in determining executive compensation, the TMCC believes it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating, and retaining key executives. We account for the equity awards granted to all of our employees under ASC 718, Compensation—Stock Compensation, which requires us to estimate and record compensation expense over the service period of the award. All equity awards to our employees, including our executive officers, and to the non-employee members of our Board of Directors, are reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair value on the grant date. The Talent Management and Compensation Committee has reviewed and discussed with management the disclosures contained in the foregoing “Compensation Discussion and Analysis.” Based on this review and discussion, the Talent Management and Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

  47. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table summarizes the compensation earned by the named executive officers during the fiscal years ended March 31, 2024, 2023, and 2022.

  48. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Sanjay Mirchandani | 2024 | 645,000 | — | 10,694,658 | 703,050 | 65,052(4) | 12,107,760 | | President and Chief Executive Officer | 2023 | 645,000 | — | 9,722,388 | 462,465 | 22,950 | 10,852,803 | | | 2022 | 634,038 | — | 9,413,382 | 652,224 | 60,568 | 10,760,212 | | Gary Merrill(3) | 2024 | 451,000 | — | 3,528,001 | 344,113 | 20,455(5) | 4,343,569 | | Chief Financial Officer | 2023 | 408,846 | — | 1,890,383 | 176,382 | 6,146 | 2,481,757 | | Riccardo Di Blasio | 2024 | 383,654 | — | 2,756,322 | 314,280 | 5,081(6) | 3,459,337 | | Former Chief Revenue Officer | 2023 | 472,115 | — | 3,024,622 | 356,250 | 5,812 | 3,858,799 | | | 2022 | 449,423 | — | 2,768,656 | 577,539 | 8,185 | 3,803,803 |

  49. Fiscal 2024 Summary Compensation Table

    1. The amounts reported in this column represent the grant date fair value of the restricted stock unit awards and performance stock unit awards granted during the fiscal year indicated as computed in accordance with FASB ASC Topic 718. The amounts shown disregard estimated forfeitures related to service-based vesting conditions and assume performance stock units at target (100%). If the performance stock unit awards are achieved at the maximum (200%), this would result in stock award values of $16,539,356 (for Mr. Mirchandani), $5,456,052 (for Mr. Merrill), and $4,262,678 (for Mr. Di Blasio). See our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2024, for a discussion of the assumptions we made in determining the grant date fair value of such awards. 2. The amounts reported in this column consist of annual cash incentive bonuses earned during the fiscal year indicated and are more fully described in section “Fiscal 2024 Compensation Decisions” under the heading “Annual Incentive Plan” in the Compensation Discussion and Analysis. 3. Mr. Merrill became a named executive officer effective July 1, 2022 and compensation information for fiscal 2022 has not been provided in accordance with SEC rules. 4. Mr. Mirchandani’ s other annual compensation in fiscal 2024 included $6,100 related to his 401(k) plan company matching contributions, $12,000 for financial and estate planning, and $46,952 related to the use of a corporate car, which includes $13,077 related to personnel transportation service costs. 5. Mr. Merrill’s other annual compensation in fiscal 2024 included $6,359 related to his 401(k) plan company matching contributions, and $14,096 for financial and estate planning. 6. Mr. Di Blasio’s other annual compensation in fiscal 2024 included his 401(k) plan company matching contributions of $5,081.

  50. Fiscal 2024 Summary Compensation Table

    | COMPENSATION TABLES | FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE |

  51. Fiscal 2024 Grants of Plan-Based Awards Table

    Fiscal 2024 Grants of Plan-Based Awards Table The following table sets forth information as to grants of plan-based awards to our named executive officers in fiscal 2024:

  52. Fiscal 2024 Grants of Plan-Based Awards Table

    | | Grant & Approval Date | Estimated future payouts under non-equity incentive plan awards ($) | | | Estimated future payouts under equity incentive plan awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(7) | Grant Date Fair Value of Stock and Option Awards ($)(8) | | Name | | Threshold(1) | Target(2) | Maximum(3) | Threshold(4) | Target(5) | Maximum(6) | | | | Sanjay Mirchandani | — | 322,500 | 645,000 | 1,290,000 | — | — | — | — | — | | | 05/15/23 | — | — | — | — | — | — | 77,811 | 4,849,960 | | | 05/15/23 | — | — | — | 19,452 | 38,905 | 77,810 | — | 3,419,750 | | | 05/15/23 | — | — | — | 19,452 | 38,905 | 77,810 | — | 2,424,948 | | Gary Merrill | — | 157,850 | 315,700 | 631,400 | — | — | — | — | — | | | 05/15/23 | — | — | — | — | — | — | 25,669 | 1,599,949 | | | 05/15/23 | — | — | — | 6,417 | 12,834 | 25,668 | — | 1,128,109 | | | 05/15/23 | — | — | — | 6,417 | 12,834 | 25,668 | — | 799,943 | | Riccardo Di Blasio | — | 237,500 | 475,000 | 950,000 | — | — | — | — | — | | | 5/15/23(9) | — | — | — | — | — | — | 20,054 | 1,249,966 | | | 5/15/23(9) | — | — | — | 5,013 | 10,027 | 20,054 | — | 881,373 | | | 5/15/23(9) | — | — | — | 5,013 | 10,027 | 20,054 | — | 624,983 |

  53. Fiscal 2024 Grants of Plan-Based Awards Table

    1. Represents the threshold amount with respect to each applicable metric under the Fiscal 2024 AIP for each named executive officer. Actual total payouts may be less than the threshold amounts shown if threshold performance goals are not attained. See “Annual Incentive Plan” in section “Fiscal 2024 Compensation Decisions” for more information on the Fiscal 2024 AIP and performance objectives for each of our named executive officers. 2. Represents the total target amount with respect to each applicable metric under the Fiscal 2024 AIP for each named executive officer. See “Annual Incentive Plan” in section “Fiscal 2024 Compensation Decisions” for more information. 3. Represents the maximum amount with respect to each applicable metric under the Fiscal 2024 AIP for each named executive officer. See “Annual Incentive Plan” in section “Fiscal 2024 Compensation Decisions” for more information. 4. Represents the threshold amount for performance stock units granted, or 50% of the target amount, for each named executive officer under our 2016 Incentive Plan. If the threshold conditions for these awards are not met, the award value will be zero. See “Long-Term Equity Incentive Awards” in section “Fiscal 2024 Compensation Decisions” for more information on the plan and the related performance objectives. 5. Represents the target amount for performance stock units granted for each named executive officer under our 2016 Incentive Plan. See “Long-Term Equity Incentive Awards” in section “Fiscal 2024 Compensation Decisions” for more information. 6. Represents the maximum amount for performance stock units granted. The maximum payout opportunity for PSUs is 200% for all of the named executive officers. See “Long-Term Equity Incentive Awards” in section “Fiscal 2024 Compensation Decisions” for more information. 7. Amounts in this column reflect time-based restricted stock unit awards granted during fiscal 2024 to our named executive officers under our 2016 Incentive Plan. 8. The amounts reported in this column represent the grant date fair value of the restricted stock unit awards and performance stock unit awards (shown at target) granted during the fiscal year indicated as computed in accordance with FASB ASC Topic 718. The amounts shown disregard estimated forfeitures related to service-based vesting conditions. See Note 10 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2024, for a discussion of the assumptions we made in determining the grant date fair value of such awards. 9. In connection with Mr. Di Blasio’s resignation effective January 12, 2024, all unvested shares as of that date were forfeited.

  54. Fiscal 2024 Grants of Plan-Based Awards Table

    | COMPENSATION TABLES | FISCAL 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE |

  55. Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table

    Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table The following table reflects all outstanding equity awards held by our named executive officers as of March 31, 2024:

  56. Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table

    | | | Option Awards | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#)(2) | Market Value of Unearned Shares or Units of Stock That Have Not Vested($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($) | | Sanjay Mirchandani | 05/15/23 | — | — | — | 119,823 | 12,153,647 | 38,905 | 3,946,134 | | | 05/16/22 | — | — | — | 53,219 | 5,398,003 | 25,910 | 2,628,051 | | | 05/17/21 | — | — | — | 9,347 | 948,066 | 10,660 | 1,081,244 | | Gary Merrill | 05/15/23 | — | — | — | 39,527 | 4,009,224 | 12,834 | 1,301,753 | | | 05/16/22 | — | — | — | 10,346 | 1,049,395 | 5,038 | 511,004 | | | 05/17/21 | — | — | — | 1,099 | 111,472 | 1,254 | 127,193 | | Riccardo Di Blasio(4) | — | — | — | — | — | — | — | — |

  57. Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table

    1. Unless otherwise indicated, all restricted stock unit awards granted to our named executive officers vest over three years, with 33.3% vesting on the first anniversary of the grant date and 8.375% vesting quarterly thereafter, subject, in each case, to continued employment or service through the applicable vesting date. Financial performance awards follow the same vesting schedule, but at their respective achievement rates. Relative TSR-based awards vest equally on an annual basis over three years, subject to continued employment or service through the applicable vesting date. The vesting commencement date for all restricted stock unit awards and performance stock unit awards is the grant date. 2. Time-based awards include time-vesting restricted stock unit awards and financial performance stock unit awards at the rate achieved for the respective fiscal year. The May 2021 financial performance stock unit awards achieved at 150%, the May 2022 financial performance stock unit awards achieved at 128%, and the May 2023 financial performance stock unit awards achieved at 108%. The value is computed based on the number of achieved unvested shares multiplied by the closing market price of our common stock at the end of fiscal 2024. The actual value (if any) to be realized by the named executive officer depends on whether the shares vest and the future performance of our common stock. On March 31, 2024, the closing price of our common stock was $101.43 per share. See “Long-Term Equity Incentive Awards” in section “Fiscal 2024 Compensation Decisions” for more information on the plan and the related performance objectives. 3. Performance-based awards include Relative TSR performance stock unit awards at the March 31, 2024 payout rate based on Commvault’s TSR measured relative to the components of the Russell 3000 Index. The May 2021, May 2022 and May 2023 awards are calculated at an estimated 100% payout (target). The value is computed based on the number of achieved unvested shares multiplied by the closing market price of our common stock at the end of fiscal 2024. The actual value (if any) to be realized by the named executive officer depends on whether the shares vest and the future performance of our common stock. On March 31, 2024, the closing price of our common stock was $101.43 per share. See “Long-Term Equity Incentive Awards” in section “Fiscal 2024 Compensation Decisions” for more information on the plan and the related performance objectives. 4. In connection with Mr. Di Blasio’s resignation effective January 12, 2024, all unvested shares as of that date were forfeited.

  58. Fiscal 2024 Outstanding Equity Awards at Fiscal Year End Table

    | COMPENSATION TABLES | FISCAL 2024 STOCK VESTED TABLE |

  59. Fiscal 2024 Stock Vested Table

    Fiscal 2024 Stock Vested Table The following table sets forth information on the number and value of restricted stock units vested during fiscal 2024 for our named executive officers.

  60. Fiscal 2024 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized On Vesting($)(1) | | Sanjay Mirchandani | 176,615 | 12,235,135 | | Gary Merrill | 27,476 | 1,898,828 | | Riccardo Di Blasio(2) | 45,200 | 2,986,198 |

  61. Fiscal 2024 Stock Vested Table

    1. The value realized on the vesting of the restricted stock unit awards and performance stock unit awards is based on the market price of our common stock on the vesting date. See “Long-Term Equity Incentive Awards” in section “Fiscal 2024 Compensation Decisions” for more information on the plan and the related performance objectives. 2. In connection with Mr. Di Blasio’s resignation effective January 12, 2024, all unvested shares as of that date were forfeited.

  62. Pension Benefits and Deferred Compensation

    Pension Benefits and Deferred Compensation None of our named executive officers during fiscal 2024 participated in or had account balances in qualified or non-qualified defined benefit plans sponsored by Commvault or in non-qualified defined contribution plans maintained by Commvault.

  63. Estimated Payments and Benefits Upon Termination or Change In Control

    Estimated Payments and Benefits Upon Termination or Change In Control The amount of compensation and benefits payable to each named executive officer has been estimated in the table below as if any termination was effective as of March 31, 2024, the last day of our fiscal year. The actual amounts to be paid out can only be determined at the time of an executive’s separation.

  64. Estimated Payments and Benefits Upon Termination or Change In Control

    | | Compensation ($) | | | | | | | Base Salary | Annual Cash Incentive Bonus | Accelerated Vesting of Restricted Stock & Performance Stock Units(1) | Continuation of Medical Benefits (Present Value)($) | Total Compensation and Benefits ($) | | Sanjay Mirchandani | | | | | | | Death | — | — | 26,155,145(2) | — | 26,155,145 | | Disability | — | — | 26,155,145(2) | — | 26,155,145 | | Involuntary termination without cause or with good reason | 645,000 | 645,000 | 16,058,093(3) | 27,204 | 17,375,297 | | Involuntary termination without cause, on account of disability, or with good reason in connection with a change in control | 967,500 | 967,500 | 26,155,145(2) | 27,204 | 28,117,349 | | Gary Merrill | | | | | | | Death | — | — | 7,110,041(2) | — | 7,110,041 | | Disability | — | — | 7,110,041(2) | — | 7,110,041 | | Involuntary termination without cause or with good reason | 451,000 | — | 4,103,756(3) | 35,733 | 4,590,489 | | Involuntary termination without cause or with good reason in connection with a change in control | 451,000 | — | 7,110,041(2) | 35,733 | 7,596,774 | | Riccardo Di Blasio(4) | — | — | — | — | — |

  65. Estimated Payments and Benefits Upon Termination or Change In Control

    1. Amounts in this column describe the value of restricted stock unit awards and performance stock unit awards that would vest upon the triggering event described in the leftmost column, based on a closing price of $101.43 per share of our common stock on March 31, 2024. As described in the named executive officers’ respective employment agreements upon death or disability, all outstanding restricted stock unit awards and performance stock unit awards would become immediately vested. Any stock awards with performance conditions that are not yet determinable (such as if the performance measurement period has not been completed) will be deemed to have been earned at 100% of target and will be payable in accordance with their terms. 2. As described in the named executive officers’ respective employment agreements or change in control agreements, upon death, disability, or involuntary termination by the Company without cause or by the named executive officer for good reason, in each case, on or within the two years following a change in control, all outstanding restricted stock unit awards and performance stock unit awards would become immediately vested. Any stock awards with performance conditions that are not yet determinable (such as if the performance measurement period has not been completed) will be deemed to have been earned at 100% of target and will be payable in accordance with their terms. 3. As described in the named executive officers’ respective employment agreements, involuntary termination by the Company without cause or by the named executive officer for good reason other than within two years following a change in control would result in the vesting of restricted stock units and performance stock unit awards that would have vested had the named executive officer remained with the Company an additional year. Any performance stock unit awards with conditions that are not yet determined (such as if the performance measurement period has not been completed) will be deemed to have been earned at 100% of target and will be payable in accordance with their terms. 4. Mr. Di Blasio resigned as CRO effective January 12, 2024.

  66. Estimated Payments and Benefits Upon Termination or Change In Control

    | COMPENSATION TABLES | CEO PAY RATIO |

  67. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation for our CEO compared to the median of the annual total compensation of all of our employees (except for our CEO). For fiscal 2024: •The median of the annual total compensation of all of our employees, excluding our CEO, was $77,215. •The annual total compensation of our CEO was $12,107,760. •Therefore, the ratio of CEO compensation relative to the median employee is approximately 157 to 1. Factors influencing the company’s pay ratio include the Company’s strategic decision to expand into centers of excellence, including 1,037 employees located in India (a 22% increase since fiscal 2023) and over 1,714 employees located outside of the United States, in each case, where compensation benchmarks are lower than those in other geographies. Additionally, all global employees’ salaries differ as cost of living differs from country to country. Approximately 40% of employees live in the United States where our CEO resides and works. Such global workforce increases span of control, and management effectiveness and efficiencies. The methodology we used to identify our median employee for fiscal 2024 was as follows: •We selected March 31, 2024, as the date upon which we identified our employee population. We included all employees as of that date, with no exclusions. •We used total cash compensation as our consistently applied compensation measure to identify our median employee. For this purpose, we defined total cash compensation as base wages plus any incentive compensation (bonuses or commissions). We did not annualize the compensation of any employees who were employed less than a full year and we did not make any adjustments, assumptions or estimates. For employees outside the United States, we converted cash compensation to U.S. dollars using the applicable March 31, 2024 exchange rate. •Using this methodology, we determined that our median employee was a full-time, salaried employee based in Great Britain. We calculated the annual total compensation of our median employee in the same manner that we calculated the total compensation of our CEO for purposes of the Summary Compensation Table. This annual total compensation amount for our median employee was then compared to the annual total compensation of our CEO as reported in the “Total” column of our fiscal 2024 Summary Compensation Table included in this Proxy Statement to determine the pay ratio. It should be noted that the SEC rules provide a fair amount of flexibility in developing a methodology to identify the median employee, and the global composition of our workforce may contribute to a lack of comparability between our pay ratio and that of our peer companies. We believe that this pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  68. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our principal executive officer (“PEO”) and non-PEO named executive officers ("NEOs") and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how executive compensation aligns with our performance, please refer to the Compensation Discussion and Analysis.

  69. Pay Versus Performance

    | | | | | | Value on Initial Fixed $100 Investment(3) | | | | | Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid for PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid for Non-PEO NEOs(2) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income /(Loss) | Revenue(5) | | 2024 | $12,107,760 | $30,293,753 | $3,901,453 | $3,890,783 | $251 | $282 | $168,906,000 | $839,247,000 | | 2023 | $10,852,803 | $8,128,462 | $3,237,743 | $1,706,699 | $140 | $189 | $(35,774,000) | $784,590,000 | | 2022 | $10,760,212 | $11,275,932 | $3,342,790 | $3,534,151 | $164 | $211 | $33,624,000 | $769,591,000 | | 2021 | $8,004,986 | $15,975,930 | $2,696,751 | $4,763,212 | $159 | $175 | $(30,954,000) | $723,472,000 |

  70. Pay Versus Performance

    1.During fiscal years 2024, 2023, 2022 and 2021, our PEO and non-PEO NEOs were as follows:

  71. Pay Versus Performance

    | Year | PEO (CEO) | Non-PEO NEOs | | 2024 | Sanjay Mirchandani | Gary Merrill, Riccardo Di Blasio | | 2023 | Sanjay Mirchandani | Gary Merrill, Riccardo Di Blasio, Brian Carolan | | 2022 | Sanjay Mirchandani | Riccardo Di Blasio, Brian Carolan | | 2021 | Sanjay Mirchandani | Riccardo Di Blasio, Brian Carolan |

  72. Pay Versus Performance

    2.The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs in each respective year. The dollar amounts do not reflect the actual amount of compensation earned or received during the applicable fiscal year. There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating the compensation actually paid from the assumptions used to compute the valuation of such equity awards as of the grant date. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation of our PEO and non-PEO NEOs for each year to determine the “compensation actually paid”:

  73. Pay Versus Performance

    | PEO | | 2021 | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $8,004,986 | $10,760,212 | $10,852,803 | $12,107,760 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $6,336,511 | $9,413,382 | $9,722,388 | $10,694,658 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $12,444,339 | $10,030,014 | $9,814,556 | $19,279,768 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $1,386,721 | $(616,535) | $(1,773,893) | $7,094,774 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $476,395 | $515,623 | $(1,042,616) | $2,506,109 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $— | | = | Compensation Actually Paid | $15,975,930 | $11,275,932 | $8,128,462 | $30,293,753 |

  74. Pay Versus Performance

    | NEO Average | | 2021 | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $2,696,751 | $3,342,790 | $3,237,743 | $3,901,453 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $1,808,753 | $2,491,707 | $2,559,448 | $3,142,162 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $3,552,227 | $2,655,470 | $2,185,843 | $3,179,994 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $296,856 | $(165,930) | $(924,865) | $625,474 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $287,324 | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $26,131 | $193,528 | $(209,402) | $432,318 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $310,496 | $1,106,294 | | = | Compensation Actually Paid | $4,763,212 | $3,534,151 | $1,706,699 | $3,890,783 |

  75. Pay Versus Performance

    3.Pursuant to SEC rules, the comparison assumes $100 was invested on March 31, 2020. Historical stock price performance is not necessarily indicative of future stock price performance. 4.The Total Shareholder Return Peer Group consists of the companies included in the NASDAQ Computer Index. 5.The measure has been designated as the “Company-Selected Measure” for fiscal year 2024, in accordance with SEC rules, and represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs in fiscal year 2024.