DEF 14A of Commvault Systems Inc, Jun 25, 2025

DEF 14A of Commvault Systems Inc

Filed Jun 25, 2025 · FY20250001169561-25-000059

Open on EDGAR

  1. SCHEDULE 14A

    | Transactions With Related Persons | 22 | | Director Compensation | 23 | | Stock Ownership Guidelines for Independent Directors | 24 | | Security Ownership of Management and Certain Beneficial Owners | 25 | | Delinquent Section 16(a) Reports | 26 | | Proposal No. 2: Advisory Vote on Commvault’s Executive Compensation | 27 | | Executive Compensation | 28 | | Talent Management and Compensation Committee Report | 40 | | Audit Committee Report | 52 | | Proposal No. 3: Ratification of the Appointment of Independent Auditors | 53 | | Audit, Audit-Related, Tax, and All Other Fees | 53 | | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditor | 54 | | Proposal No. 4: Approval of Additional Shares for Issuance Under the 2016 Omnibus Incentive Plan | 55 | | Background | 55 | | Key Data | 56 | | Description of the 2016 Incentive Plan | 57 | | Fiscal 2025 Equity Compensation Plan Information | 63 | | Additional Information About the Annual Meeting | 64 | | Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures | 68 |

  2. 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”).

  3. Election of Directors

    | | | | | Committees | | | | | | Age | Director Since | Occupation and Background | Audit | Nominations and Governance | Operating | Talent Management and Compensation | | NOMINEES | | | | | | | | | Nicola Adamo, Chair of the Board | 61 | 2018 | Founder and President of Making a Mark, Inc. | | | | | | Martha Bejar | 63 | 2018 | Senior Partner, DaGrosa Capital Partners | n | n | | | | Keith Geeslin | 72 | 1996 | Partner, Francisco Partners | | | n | n | | Vivie "YY" Lee | 58 | 2018 | Former Senior Vice President and Chief Strategy Officer, Anaplan | | n | | n | | Sanjay Mirchandani | 61 | 2019 | President and CEO, Commvault Systems, Inc. | | | | | | Chuck Moran(1) | 70 | 2018 | Founder and former CEO and President, Skillsoft Plc. | | | n | n | | Allison Pickens | 40 | 2020 | Founding Managing Director of Allison Pickens Ventures and The New Normal Fund | n | n | | | | Shane Sanders(2) | 62 | 2022 | Former Senior Vice President of Business Transformation, Verizon Communications | n | n | | | | Arlen Shenkman | 54 | 2020 | President and CFO, UKG | | | n | n | | Number of Directors | | | | 3 | 4 | 3 | 4 |

  4. Election of Directors

    | n | Committee Chair | n | Committee Member |

  5. Election of Directors

    1. As of January 16, 2025, Mr. Moran resigned from the Audit Committee and joined the Talent Management and Compensation Committee (“TMCC”). 2. As of January 16, 2025, Mr. Sanders resigned from the TMCC.

  6. Election of Directors

    Election of Directors If you sign, date and return your proxy card, the individuals named as proxy voters on the proxy card for our 2025 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.

  7. Director Independence

    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 standards of the Nasdaq Stock Market (“Nasdaq”). The Board annually assesses the independence of each director and has determined that all the current directors except our CEO, Mr. Mirchandani, are independent under these standards. In making this determination, the Nominations and Governance Committee (“NGC”), acting on behalf of our Board, considered all relevant facts and circumstances to ascertain whether there was any relationship between a director and Commvault that, in the opinion of the NGC, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

  8. Nominees for Election

    Nominees for Election

  9. Nominees for Election

    | Independent Age: 61 Director since 2018 Chair of the Board since 2019 Committees: Attends All | Nicola Adamo Professional Background Nicola Adamo has served as the Chair of the Board since April 2019 and has served as a director of the Company since August 2018. Mr. Adamo is a former senior executive of Cisco Systems, where he served in a variety of sales and leadership roles over a 22-year career prior to his retirement in 2016. While there, Mr. Adamo served as the Senior Vice President (“SVP”) of the Americas, where he managed Cisco’s largest geographic region, with annual IT and communications sales of more than $26 billion, and was responsible for 6,500 employees working across 60 different countries. Mr. Adamo also served as the SVP of Cisco’s $12 billion Global Service Provider organization, leading sales, service delivery, and development for the company’s top service provider customers, among various other roles. Prior to his tenure at Cisco, Mr. Adamo spent more than a decade at IBM in various sales and management assignments. Since leaving Cisco in 2016, Mr. Adamo has consulted with a range of tech companies, and currently serves on the board of directors of Lookout, Inc. Mr. Adamo is also the Founder and President of Making A Mark, Inc., which is a charitable foundation located in Monmouth County, New Jersey, dedicated to empowering change through awareness, knowledge and inclusive opportunities targeting the environment and education. Qualifications Mr. Adamo holds a BS in Computer Engineering from Columbia University. Mr. Adamo is an experienced executive in the information technology industry, who brings a deep working knowledge of the industry and experience from both enterprise and service provider segments, that he can deploy to provide valuable insight and perspectives to our Board. He also has extensive experience and successes as a leader who is able to balance strategy and execution, foster long-standing strategic relationships, and guide business and technology discussions and decisions for shared success. This combination makes him an effective leader for our Board. |

  10. Nominees for Election

    | Independent Age: 63 Director since 2018 Committees: NGC (Chair), Audit | Martha Bejar Professional Background Martha Bejar has served as a director of the Company since July 2018. Ms. Bejar is a Senior Partner at DaGrosa Capital Partners. Previously, she was the Co-Founder/CEO of Red Bison Advisory Group, LLC. Ms. Bejar was also the CEO of several private telecommunications and technology companies, including Unium Inc., Flow Mobile Inc., and Wipro Infocrossing Inc. She has also held executive positions at Microsoft Corporation, Nortel Networks Corporation, and Bell Communications Research. Ms. Bejar currently serves on the board of directors of Lumen Technologies and Sportsman's Warehouse. Qualifications Ms. Bejar earned an Advanced Management Program degree from Harvard Business School, graduated cum laude with a BS in Industrial Engineering from the University of Miami and earned a MBA from Nova Southeastern University. Ms. Bejar has a strong track record of leadership with some of the world's leading corporations where she evidenced a proven ability to drive and support innovation in the technology and software space. She also provides the Board with a wealth of executive, strategic and financial experience in the industry which enables her to provide valuable insights regarding our company's operations and strategic development. Other Public Company Boards • Lumen Technologies (since 2016) • Sportsman’s Warehouse (since 2019) • Quadient S.A. (2019-2025) |

  11. Nominees for Election

    | Independent Age: 72 Director since 1996 Committees: Operating, TMCC | Keith Geeslin Professional Background Keith Geeslin has served as a director of the Company since May 1996. Mr. Geeslin has been a partner at Francisco Partners, a global private equity firm, since January 2004, prior to which Mr. Geeslin spent 19 years with the Sprout Group, the venture capital arm of Credit Suisse’s asset management business. Prior to joining the Sprout Group, Mr. Geeslin was the general manager of a division of Tymshare, Inc., a provider of public computer and network services and held various positions at its Tymnet subsidiary from 1980 to 1984. He was also previously a staff member of the U.S. Senate Commerce Committee. Qualifications Mr. Geeslin obtained his BS in Electrical Engineering from Stanford University and MA from University of Oxford. Mr. Geeslin also serves on the board of directors of Synaptics, Inc. Mr. Geeslin’s private equity and venture capital experience, with a focus on technology sector companies, has given him an understanding of finance and of growth strategies, as well as experience in evaluating businesses in our industry, all of which is very helpful to the Board. Originally representing one of the Company’s initial investors, Mr. Geeslin has a long history with Commvault and its management, providing continuity to Board deliberations. Mr. Geeslin has held various public company directorships and brings that experience to the Board. Other Public Company Boards • Synaptics, Inc. (since 1986) | | Independent Age: 58 Director since 2018 Committees: TMCC (Chair), NGC | Vivie “YY” Lee Professional Background Vivie "YY" Lee has served as a director of the Company since February 2018. Ms. Lee served as Senior Vice President and Chief Strategy Officer of Anaplan, a SaaS software company, from 2018 to 2021. Prior to joining Anaplan, Ms. Lee served as CEO for FirstRain, a business analytics platform company, where she served as Chief Operating Officer before becoming CEO. Prior to joining FirstRain, Ms. Lee served as General Manager of Worldwide Services at Cadence Design Systems leading an advanced technology operation with P&L responsibility spanning research and development, go-to-market, sales, and support across global regions. She has held executive and operational responsibility in businesses with a broad range of technology, software, and systems products and services, requiring awareness and oversight of digital security risks and practices. Before Ms. Lee’s tenure at Cadence, she co-founded the software company, Aqueduct Software, an enterprise-class software engineering solution for automating application data collection, profiling and analysis enabling iterative development and deployment. Bootstrapping the company from the ground-up, she secured top-tier VC financing, and ultimately led the company through acquisition by NetManage in 2000. In addition to Commvault, Ms. Lee serves on the board of directors of Synaptics, Inc. and Belden, Inc. Ms. Lee began her career at Bell Labs, Inc. and was part of early technical and product teams at Synopsys, Inc. and 8x8, Inc. (formerly Integrated Information Technology, Inc.). Qualifications Ms. Lee earned a BA in Mathematics from Harvard University. Through her tenures at numerous start-up and mature Silicon Valley-based technology companies, she brings significant entrepreneurial and executive-level experience in the technology and software industry to the Board. Her expertise in the IT space is broad, and provides the Board with tech-focused insight and perspective in the critical areas of operations, marketing and strategic development. Other Public Company Boards • Synaptics, Inc. (since 2022) • Belden, Inc. (since 2023) |

  12. Nominees for Election

    | Age: 61 Director since 2019 Committees: None | Sanjay Mirchandani Professional Background Sanjay Mirchandani is Commvault’s President and CEO and has served as a director since joining the Company in February 2019. He was also CEO of Puppet, Inc., an IT automation company, from 2016-2019. Prior to that, Mr. Mirchandani served as VMware’s Corporate Senior Vice President and General Manager of Asia Pacific and Japan from October 2013 to April 2016. From June 2006 to October 2013, Mr. Mirchandani held various senior leadership positions at EMC Corporation, including Chief Information Officer and leader of the Global Centers of Excellence, as well as various positions at Microsoft Corporation. Qualifications Mr. Mirchandani has an MBA from the University of Pittsburgh and earned a BA in Mathematics from Drew University. He brings a wealth of international business and start-up experience through his diverse well-rounded career in technology. As our CEO, Mr. Mirchandani brings his knowledge and perspective about critical company business strategies, financial position and operational matters into Board deliberations. His insight regarding the Company's operations and future are critical to the successful function of the Board. Since 2023, Mr. Mirchandani has served as a director at Itron, Inc., a technology company offering products and services for energy and water resource management. Other Public Company Boards • Itron, Inc. (since 2023) |

  13. Nominees for Election

    | Independent Age: 70 Director since 2018 Committees: Operating, TMCC | Chuck Moran Professional Background Chuck Moran has served as a director of the Company since July 2018. Mr. Moran founded Skillsoft Plc. (“Skillsoft”) in 1998, and served as its CEO and President from its beginning until his retirement in December 2015. He was also a director on the Skillsoft board. Since Skillsoft was one of the first ever SaaS/cloud companies and there were no commercial SaaS providers available, he had to help manage building Skillsoft’s own infrastructure to host its SaaS solution offering for its customers. This undertaking included, among others, a deep understanding of cybersecurity matters. Skillsoft provided solutions to many customers, some with the highest level of sensitive information such as the NSA, CIA, FBI, DHS, White House, IRS, VA, DOD, US Air Force, US Army, and many more. Prior to Skillsoft, Mr. Moran was the President and CEO of National Education Training Group (“NETg”), a computer-based information technology training company, from 1995 to 1997. Prior to NETg, Mr. Moran was the CFO and Chief Operations Officer of Softdesk, Inc, where he helped lead the company's successful initial public offering. Mr. Moran has previously held senior level sales and marketing positions at Insite Peripherals, Inc. and Archive Corporation. Mr. Moran currently serves as a member of the boards of directors of GHX, TCP, OverseeAI, Manhattan Associates, Inc., and Intapp, Inc. Qualifications Mr. Moran earned an MBA from Suffolk University and a BS from Boston College. With more than two decades of experience working with technology companies, Mr. Moran has extensive leadership experience in the industry and expertise in critical areas including operations, finance, sales, marketing and cloud/SaaS software, which are valuable to our Board. Other Public Company Boards • Manhattan Associates, Inc. (since 2017) • Intapp Inc. (since 2019) • Clarivate Analytics (2016-2020) • Duck Creek Technologies (2016-2022) |

  14. Nominees for Election

    | Independent Age: 40 Director since 2020 Committees: Audit, NGC | Allison Pickens Professional Background Allison Pickens has served as a director of the Company since June 2020. Ms. Pickens is the Founding Managing Director of Allison Pickens Ventures and The New Normal Fund, venture capital funds focused on AI and SaaS businesses, and a Senior Advisor to Boston Consulting Group, where she advises on strategic transformations of technology companies. Previously, Ms. Pickens served as Chief Operating Officer, and held other executive roles, at Gainsight, a SaaS company, from 2014 to 2020. From 2018 to 2020, she also served as Executive-in-Residence at Bessemer Venture Partners, and she served as a Board Director for dbt Labs, a venture-backed data transformation company, from 2021 to 2024. Earlier in her career, Ms. Pickens was an associate at Bain Capital Private Equity from 2009 to 2011, where she evaluated investments in a range of industries, and a management consultant to both public and private companies at Boston Consulting Group from 2007 to 2009. She is the co-author of the book The Customer Success Economy, published by Wiley in 2020. Qualifications Ms. Pickens is a technology executive with significant experience driving growth and strategic transformation initiatives at AI and SaaS companies. She has extensive experience coaching CEOs and executives in the software industry through her work at Gainsight and other advisory roles, through speaking engagements, and through the content she has authored. Ms. Pickens also has a unique breadth of experience that spans industries, including software, investment management, and management consulting. She brings significant skill in finance, general management, mergers and acquisitions, strategy, and customer growth and retention to the Board. | | Independent Age: 62 Director since 2022 Committees: Audit (Chair), NGC | Shane Sanders Professional Background Shane Sanders has served as a director of the Company since December 2022. Mr. Sanders spent over 25 years at Verizon Communications Inc., a global telecommunications and technology company (“Verizon”), where he held a series of progressive senior leadership positions across finance, accounting, audit, and transformation. Most recently, he served as Senior Vice President of Business Transformation from March 2020 to December 2022, leading enterprise-wide initiatives to drive operational efficiency and cost transformation. From 2015 to 2020, he served as Senior Vice President of Corporate Finance, where he oversaw long-range planning, capital allocation, and corporate financial strategy. Earlier in his tenure, Mr. Sanders served as Senior Vice President of Internal Audit and Chief Audit Executive from 2010 to 2015, reporting directly to the Board of Directors and Audit Committee. In this role, he led Verizon’s enterprise governance, risk management, and compliance programs. He also played a leading role in reestablishing company-wide focus on cybersecurity oversight, working in partnership with Verizon’s CSO to establish the Enterprise Security Council, which focused on cybersecurity and IT risk management across the organization. Qualifications Mr. Sanders’ leadership experiences span a broad range of financial and operational areas, including financial planning and analysis, internal audit, public reporting, corporate governance, regulatory compliance, and enterprise risk. His risk management experience, including cybersecurity risk, is valuable to the board. His extensive background in a complex global enterprise provides unique and valuable insights into all aspects of our business. His proven transformation skills make him well qualified to offer guidance to the Board and management. Other Public Company Boards • Danaher (since 2021) |

  15. Nominees for Election

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

  16. Director Compensation

    Director Compensation

  17. ANNUAL CASH AND EQUITY RETAINERS

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

  18. Compensation Discussion and Analysis

    | Table of Contents | | | Compensation Discussion and Analysis | 28 | | Executive Summary | 29 | | Compensation Tables | 41 | | Summary Compensation Table | 41 | | Fiscal 2025 Grants of Plan-Based Awards Table | 42 | | Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table | 43 | | Fiscal 2025 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 |

  19. 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 2025, 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 standards (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.

  20. ROLE OF THE PEER GROUP

    ROLE OF THE PEER GROUP In preparation for fiscal 2025, 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 $450 million and $1.8 billion (0.5x to 2.0x the Company’s trailing 12-month revenue); and • Market Capitalization: Target between $2.2 billion and $21.8 billion (0.3x to 3.0x the Company’s market capitalization) Criteria are not necessarily “gating” items; companies that do not satisfy one or more criteria may be included if deemed a reasonable fit across other selection criteria.

  21. ROLE OF THE PEER GROUP

    | The companies included in the peer group for fiscal year 2025 were: | | | | ACI Worldwide Blackbaud Box Confluent DigitalOcean Holdings Dynatrace | Gitlab Informatica Nutanix Progress Software Pure Storage Qualys | Rapid7 Rubrik SentinelOne SolarWinds Tenable Holdings Varonis Systems |

  22. 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 2024, when the TMCC approved the peer group for fiscal year 2025.

  23. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN During fiscal 2025, Messrs. Mirchandani and Merrill and Ms. DiRico each participated in the Commvault Annual Incentive Plan (the “Fiscal 2025 AIP”), which made them eligible to earn a cash bonus based on achievement of pre-established corporate financial goals.

  24. Target Annual Cash Incentive Opportunities

    Target Annual Cash Incentive Opportunities The TMCC approved target cash incentive opportunities for the NEOs in May 2024 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. Targeted cash incentive opportunities were later defined for Ms. DiRico in connection with her appointment as our CFO in August 2024.

  25. Target Annual Cash Incentive Opportunities

    | Executive | Fiscal 2025 Salary | Target Annual Cash Incentive (%) | Target Annual Cash Incentive ($)(1) | | Sanjay Mirchandani | $645,000 | 125% | $806,250 | | Jen DiRico | $450,000 | 70%(2) | $315,000 | | Gary Merrill | $460,000 | 100%(2) | $460,000 |

  26. Target Annual Cash Incentive Opportunities

    1. Cash bonus payments under the Fiscal 2025 AIP could range from zero to 200% of target. 2. Target Annual Cash Incentives for both Ms. DiRico and Mr. Merrill took effect as of August 12, 2024.

  27. Performance Measures

    Performance Measures In May 2024, the TMCC selected total revenue (weighted 60%) and non-GAAP EBIT (weighted 40%) as the performance metrics for the Fiscal 2025 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 2025 AIP, the TMCC set the various performance levels for these performance metrics and the payout amounts for each performance level as shown below.

  28. For Messrs. Mirchandani and Merrill and Ms. DiRico

    | Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | Revenue | 60% | 89% | 100% | 105% | | Non-GAAP EBIT | 40% | 88% | 100% | 110% |

  29. For Mr. Merrill

    For Mr. Merrill During the first quarter of our fiscal 2025, Mr. Merrill participated in our Fiscal 2025 AIP in his role as our CFO. In connection with his appointment as our CCO in August 2024, the TMCC approved a transition in Mr. Merrill’s variable cash incentive to incorporate different targets and multipliers that emphasize the revenue metric. Beginning with our second fiscal quarter, Mr. Merrill had independent quarterly revenue goals that, in the aggregate, correspond with the annual goal for the other NEOs. Since Mr. Merrill 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 NEOs might vary. In keeping with the quarterly schedule for Mr. Merrill’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 NEOs. However, for the first three applicable quarters of the AIP performance period, Mr. Merrill 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.

  30. FISCAL 2025 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    FISCAL 2025 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT In May 2025, the TMCC determined that our achievement for the revenue and non-GAAP EBIT portions of the Fiscal 2025 AIP were as follows:

  31. FISCAL 2025 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    | | Achievement (in millions) | Target (in millions) | Achievement vs. Target | Payout Factor | Weighting | Weighted Payout | | Annual Revenue | $996 | $942 | 105.7% | 200.0% | 60.0% | 120.0% | | Non-GAAP EBIT | $210 | $179 | 117.3% | 200.0% | 40.0% | 80.0% | | Total | | | | | 100.0% | 200.0% |

  32. FISCAL 2025 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

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

  33. FISCAL 2025 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    | | Target Annual Cash Incentive Opportunity | Percentage of Target Annual Incentive Earned | Actual Annual Incentive Earned | | Sanjay Mirchandani | $806,250 | 200.0% | $1,612,500 | | Jen DiRico(1) | $315,000 | 200.0% | $398,790 | | Gary Merrill(2) | $425,500 | 200.0% | $851,000 |

  34. FISCAL 2025 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    1. Ms. DiRico’s annual incentive was pro-rated based on her appointment date effective August 12, 2024. 2. Mr. Merrill’s bonus for the year reflects his overall payout for the year, including pro-rated participation in our Fiscal 2025 AIP and payouts relative to quarterly revenue and non-GAAP EBIT goals for the remainder of the year.

  35. 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 (“SARs”), 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 2024, 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 annual equity awards granted to our NEOs in May 2024 were provided in three forms, and subject to the terms and conditions shown below.

  36. LONG-TERM EQUITY INCENTIVE AWARDS

    | Time-Based RSU awards 40% | 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 30% | Recipients may earn up to 300% of their target award based on Commvault’s TSR performance relative to the components of the Russell 3000 Index over equally weighted one-year, two-year, and three-year performance periods. Earned shares, if any, vest at the end of each applicable annual performance period. | | Financial PSU awards 30% | Recipients may earn up to 300% of their target award based 100% on Commvault’s total annualized recurring revenue (“ARR”) for fiscal 2025. 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. |

  37. 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 NEOs during fiscal 2025:

  38. LONG-TERM EQUITY INCENTIVE AWARDS

    | Executive | Aggregate target value | Time-based restricted stock unit awards (#) | Relative TSR PSU awards (#) | Financial PSU awards (#) | | Sanjay Mirchandani | $12.5 million | 45,558 | 34,168 | 34,168 | | Jen DiRico | $6.0 million | 26,168 | 6,542 | 6,542 | | Gary Merrill | $4.5 million | 16,400 | 12,300 | 12,300 |

  39. LONG-TERM EQUITY INCENTIVE AWARDS

    Annual long-term incentive awards granted to Messrs. Mirchandani and Merrill were approved in May 2024. Long-term incentive awards granted to Ms. DiRico were approved and granted in connection with her appointment as our CFO in August 2024. Ms. DiRico’s long-term incentives were allocated approximately 67% to time-vesting RSUs and 33% to PSUs, equally weighted between relative TSR and financial PSU awards. Other terms of the RSUs and PSUs granted to Ms. DiRico, including the vesting and performance targets applicable to PSUs, are the same as the terms applicable to the annual long-term incentives awarded to our other NEOs. In determining the number of shares granted to each NEO, 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.

  40. Relative TSR PSU Awards

    Relative TSR PSU Awards The Relative TSR PSU awards granted to our NEOs in fiscal 2025 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:

  41. Relative TSR PSU Awards

    | Relative TSR Percentile Rank | % of Target PSU Earned | | < 25th | 0% | | 25th | 50% | | 50th | 100% | | 75th | 150% | | 85th | 200% | | 90th | 250% | | 95th | 300% |

  42. 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 NEOs. 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. We believe total shareholder return (“TSR”) is an objective, external benchmark for evaluating shareholder value creation. It serves as a valuable complement to our internal performance metrics, including growth (ARR) and profitability (non-GAAP EBIT), designed for a balanced and comprehensive assessment of our financial success.

  43. Relative TSR PSU Awards - Performance Vesting

    Relative TSR PSU Awards - Performance Vesting

  44. Relative TSR PSU Awards - Performance Vesting

    | Grant | May 2020 | May 2021 | May 2022 | May 2023 | May 2024 | | Actual Vest %: | | | | | | | First annual tranche | 105% | 98% | 100% | 200% | 290% | | Second annual tranche | 101% | 100% | 200% | 200% | TBD | | Third annual tranche | 117% | 194% | 200% | TBD | TBD |

  45. 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 2024 award that ended May 15, 2025, our total stockholder return of 63.63% was positioned at the 94th percentile of the benchmark. As a result, the TMCC certified a payout equal to 290% 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 2023 award that ended May 15, 2025, our total stockholder return of 177.58% was positioned at the 97th 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 2022 award that ended May 16, 2025, our total stockholder return of 174.41% was positioned at the 96th 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 third annual tranche.

  46. Financial PSU awards

    Financial PSU awards The Financial PSUs granted to our NEOs in fiscal 2025 were eligible to be earned based on our level of achievement against total annualized recurring revenue (“ARR”) goals established at the beginning of fiscal 2025 and measured over a one-year performance period.

  47. Financial PSU awards

    | Achievement | ARR Achievement | ARR Achievement (% of Target) | % of Target PSU Earned | | Below Threshold | < $802 million | <87% | —% | | Threshold | $802 million | 87% | 50% | | Target | $922 million | 100% | 100% | | Maximum | $1,226 million | 133% | 300% |

  48. 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 300%. Our actual ARR achievement for fiscal 2025 was equal to 100.9% of target. As a result, the TMCC certified a payout equal to 105% 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.

  49. INDIVIDUAL AGREEMENTS

    INDIVIDUAL AGREEMENTS We have entered into individual agreements with each of our NEOs. Mr. Mirchandani has entered into an employment agreement with the Company, and all other NEOs 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 NEO to payments and benefits if employment is terminated by the Company without “cause,” or by him or her with “good reason,” within the two-year period following a change in control of the Company.

  50. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES We do not currently grant stock options, SARs or similar option-like instruments as part of our equity compensation program. We grant equity awards on an annual basis at approximately the same time every year and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  51. 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 TMCC has reviewed and discussed with management the disclosures contained in the foregoing “Compensation Discussion and Analysis.” Based on this review and discussion, the TMCC recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

  52. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned by the NEOs during the fiscal years ended March 31, 2025, 2024, and 2023.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Sanjay Mirchandani | 2025 | 645,000 | — | 16,522,465 | 1,612,500 | 31,638 | 18,811,603 | | President and CEO | 2024 | 645,000 | — | 10,694,658 | 703,050 | 65,052 | 12,107,760 | | | 2023 | 645,000 | — | 9,722,388 | 462,465 | 22,950 | 10,852,803 | | Jen DiRico(4) | 2025 | 286,027 | — | 6,148,630 | 398,790 | 692 | 6,834,139 | | CFO | | | | | | | | | Gary Merrill(4) | 2025 | 460,000 | — | 5,947,829 | 851,000 | 22,924 | 7,281,753 | | CCO | 2024 | 451,000 | — | 3,528,001 | 344,113 | 20,455 | 4,343,569 | | | 2023 | 408,846 | — | 1,890,383 | 176,382 | 6,146 | 2,481,757 |

  54. Summary Compensation Table

    1. The amounts reported in this column represent the grant date fair value of the RSU awards and PSU 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 PSUs at target (100%). If the PSU awards are achieved at the maximum (300%), this would result in stock award values of $39,567,414 (for Mr. Mirchandani), $10,560,947 (for Ms. DiRico), and $14,243,687 (for Mr. Merrill) in fiscal 2025. See our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2025, 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 “Fiscal 2025 Compensation Decisions” under the heading “Annual Incentive Plan” in the Compensation Discussion and Analysis. Ms. DiRico’s bonus was pro-rated based upon her August 12, 2024 hire date. 3. Mr. Mirchandani’ s other annual compensation in fiscal 2025 included $6,442 related to his 401(k) plan company matching contributions, $11,360 for financial and estate planning, $2,200 for executive physicals, and $11,636 related to the use of a corporate car. Mr. Merrill’s other annual compensation in fiscal 2025 included $6,256 related to his 401(k) plan company matching contributions, $14,518 for financial and estate planning, and $2,150 for executive physicals. 4. Ms. DiRico was appointed as our CFO effective as of August 12, 2024. Effective as of the same date, Mr. Merrill transitioned from the role of CFO to CCO.

  55. Summary Compensation Table

    | COMPENSATION TABLES | FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE |

  56. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 Grants of Plan-Based Awards Table The following table sets forth information as to grants of plan-based awards to our NEOs in fiscal 2025:

  57. Fiscal 2025 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 | — | 403,125 | 806,250 | 1,612,500 | — | — | — | — | — | | | 05/15/24 | — | — | — | — | — | — | 45,558 | 4,999,991 | | | 05/15/24 | — | — | — | 17,084 | 34,168 | 102,504 | — | 5,987,942 | | | 05/15/24 | — | — | — | 17,084 | 34,168 | 102,504 | — | 5,534,532 | | Jen DiRico | — | 157,500 | 315,000 | 630,000 | — | — | — | — | — | | | 08/15/24 | — | — | — | — | — | — | 26,168 | 3,942,471 | | | 08/15/24 | — | — | — | 3,271 | 6,542 | 19,626 | — | 1,146,486 | | | 08/15/24 | — | — | — | 3,271 | 6,542 | 19,626 | — | 1,059,673 | | Gary Merrill | — | 230,000 | 460,000 | 920,000 | — | — | — | — | — | | | 05/15/24 | — | — | — | — | — | — | 16,400 | 1,799,900 | | | 05/15/24 | — | — | — | 6,150 | 12,300 | 36,900 | — | 2,155,575 | | | 05/15/24 | — | — | — | 6,150 | 12,300 | 36,900 | — | 1,992,354 |

  58. Fiscal 2025 Grants of Plan-Based Awards Table

    1. Represents the threshold amount with respect to each applicable metric under the Fiscal 2025 AIP for each NEO. Actual total payouts may be less than the threshold amounts shown if threshold performance goals are not attained. See “Annual Incentive Plan” in “Fiscal 2025 Compensation Decisions” for more information on the Fiscal 2025 AIP and performance objectives for each of our NEOs. 2. Represents the total target amount with respect to each applicable metric under the Fiscal 2025 AIP for each NEO. See “Annual Incentive Plan” in “Fiscal 2025 Compensation Decisions” for more information. 3. Represents the maximum amount with respect to each applicable metric under the Fiscal 2025 AIP for each NEO. See “Annual Incentive Plan” in “Fiscal 2025 Compensation Decisions” for more information. 4. Represents the threshold amount for PSUs granted, or 50% of the target amount, for each NEO 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 “Fiscal 2025 Compensation Decisions” for more information on the plan and the related performance objectives. 5. Represents the target amount for PSUs granted for each NEO under our 2016 Incentive Plan. See “Long-Term Equity Incentive Awards” in “Fiscal 2025 Compensation Decisions” for more information. 6. Represents the maximum amount for PSUs granted. The maximum payout opportunity for PSUs is 300% for all of the NEOs. See “Long-Term Equity Incentive Awards” in “Fiscal 2025 Compensation Decisions” for more information. 7. Amounts in this column reflect time-based RSU awards granted during fiscal 2025 to our NEOs under our 2016 Incentive Plan. 8. The amounts reported in this column represent the grant date fair value of the RSU awards and PSU 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 11 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2025, for a discussion of the assumptions we made in determining the grant date fair value of such awards.

  59. Fiscal 2025 Grants of Plan-Based Awards Table

    | COMPENSATION TABLES | FISCAL 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE |

  60. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table The following table reflects all outstanding equity awards held by our NEOs as of March 31, 2025:

  61. Fiscal 2025 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 | 05/15/24 | — | — | — | 81,433 | 12,846,870 | 34,168 | 5,390,344 | | | 05/15/23 | — | — | — | 50,012 | 7,889,893 | 25,936 | 4,091,663 | | | 05/16/22 | — | — | — | 10,644 | 1,679,197 | 12,955 | 2,043,781 | | Jen DiRico | 08/15/24 | — | — | — | 19,951 | 3,147,470 | 6,542 | 1,032,066 | | | 08/15/24 | — | — | — | 13,084(4) | 2,064,132 | — | — | | Gary Merrill | 05/15/24 | — | — | — | 29,310 | 4,623,946 | 12,300 | 1,940,448 | | | 05/15/23 | — | — | — | 16,496 | 2,602,409 | 8,556 | 1,349,795 | | | 05/16/22 | — | — | — | 2,068 | 326,248 | 2,519 | 397,397 |

  62. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    1. Unless otherwise indicated, all RSU awards granted to our NEOs 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 RSU awards and PSU awards is the grant date. 2. Time-based awards include time-vesting RSU awards and financial PSU awards at the rate achieved for the respective fiscal year. The May 2022 financial PSU awards achieved at 128%, the May 2023 financial PSU awards achieved at 108%, and the May 2024 financial PSU awards achieved at 105%. 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 2025. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our common stock. On March 31, 2025, the closing price of our common stock was $157.76 per share. See “Long-Term Equity Incentive Awards” in “Fiscal 2025 Compensation Decisions” for more information on the plan and the related performance objectives. 3. Performance-based awards include Relative TSR PSU awards at the March 31, 2025 payout rate based on Commvault’s TSR measured relative to the components of the Russell 3000 Index. The May 2022, May 2023 and May 2024 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 2025. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our common stock. On March 31, 2025, the closing price of our common stock was $157.76 per share. See“Long-Term Equity Incentive Awards” in “Fiscal 2025 Compensation Decisions” for more information on the plan and the related performance objectives. 4. Ms. DiRico was granted 13,084 RSUs in August 2024 as a one-time sign-on bonus. These awards fully vest on the first anniversary of the grant.

  63. Fiscal 2025 Outstanding Equity Awards at Fiscal Year End Table

    | COMPENSATION TABLES | FISCAL 2025 STOCK VESTED TABLE |

  64. Fiscal 2025 Stock Vested Table

    Fiscal 2025 Stock Vested Table The following table sets forth information on the number and value of RSUs vested during fiscal 2025 for our NEOs.

  65. Fiscal 2025 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Sanjay Mirchandani | 194,261 | 25,110,329 | | Jen DiRico | — | — | | Gary Merrill | 48,434 | 6,301,276 |

  66. Fiscal 2025 Stock Vested Table

    1. The value realized on the vesting of the RSU awards and PSU awards is based on the market price of our common stock on the vesting date. See “Long-Term Equity Incentive Awards” in “Fiscal 2025 Compensation Decisions” for more information on the plan and the related performance objectives.

  67. Pension Benefits and Deferred Compensation

    Pension Benefits and Deferred Compensation None of our NEOs during fiscal 2025 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.

  68. 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 NEO has been estimated in the table below as if any termination was effective as of March 31, 2025, 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.

  69. 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 | — | — | 33,941,748(2) | — | 33,941,748 | | Disability | — | — | 33,941,748(2) | — | 33,941,748 | | Involuntary termination without cause or with good reason | 645,000 | 806,250 | 21,359,915(3) | 28,920 | 22,840,085 | | Involuntary termination without cause, on account of disability, or with good reason in connection with a change in control | 967,500 | 967,500 | 33,941,748(2) | 28,920 | 35,905,668 | | Jen DiRico | | | | | | | Death | — | — | 6,243,668(2) | — | 6,243,668 | | Disability | — | — | 6,243,668(2) | — | 6,243,668 | | Involuntary termination without cause or with good reason | 450,000 | — | 3,982,178(3) | — | 4,432,178 | | Involuntary termination without cause or with good reason in connection with a change in control | 450,000 | — | 6,243,668(2) | — | 6,693,668 | | Gary Merrill | | | | | | | Death | — | — | 11,240,243(2) | — | 11,240,243 | | Disability | — | — | 11,240,243(2) | — | 11,240,243 | | Involuntary termination without cause or with good reason | 460,000 | — | 6,820,754(3) | 38,004 | 7,318,758 | | Involuntary termination without cause or with good reason in connection with a change in control | 460,000 | — | 11,240,243(2) | 38,004 | 11,738,247 |

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

    1. Amounts in this column describe the value of RSU awards and PSU awards that would vest upon the triggering event described in the leftmost column, based on a closing price of $157.76 per share of our common stock on March 31, 2025. As described in the NEOs’ respective employment agreements upon death or disability, all outstanding RSU awards and PSU 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 NEOs’ respective employment agreements or change in control agreements, upon death, disability, or involuntary termination by the Company without cause or by the NEO for good reason, in each case, on or within the two years following a change in control, all outstanding RSU awards and PSU 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 NEOs’ respective employment agreements, involuntary termination by the Company without cause or by the NEO for good reason other than within two years following a change in control would result in the vesting of RSUs and PSU awards that would have vested had the NEO remained with the Company an additional year. Any PSU 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.

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

    | COMPENSATION TABLES | CEO PAY RATIO |

  72. 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 2025: •The median of the annual total compensation of all of our employees, excluding our CEO, was $66,382. •The annual total compensation of our CEO was $18,811,603. •Therefore, the ratio of CEO compensation relative to the median employee is approximately 283 to 1. Factors influencing the Company’s pay ratio include the Company’s strategic decision to expand into centers of excellence, including 1,280 employees located in India (a 23% increase since fiscal 2024) and over 2,000 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 37% 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 2025 was as follows: •We selected March 31, 2025, 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, 2025 exchange rate. •Using this methodology, we determined that our median employee was a full-time, salaried employee based in the United Kingdom. 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 2025 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.

  73. 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 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.

  74. 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) | TSR | Peer Group TSR(4) | Net Income /(Loss) | Revenue(5) | | 2025 | $18,811,603 | $42,127,082 | $7,057,946 | $11,393,342 | $390 | $297 | $76,106,000 | $995,619,000 | | 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 |

  75. Pay Versus Performance

    1.During fiscal years 2025, 2024, 2023, 2022, and 2021 our PEO and non-PEO NEOs were as follows:

  76. Pay Versus Performance

    | Year | PEO (CEO) | Non-PEO NEOs | | 2025 | Sanjay Mirchandani | Jen DiRico, Gary Merrill | | 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 |

  77. 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”:

  78. Pay Versus Performance

    | PEO | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table - Total Compensation | $8,004,986 | $10,760,212 | $10,852,803 | $12,107,760 | $18,811,603 | | - | 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 | $16,522,465 | | + | 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 | $25,421,345 | | + | 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 | $8,621,030 | | + | 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 | $5,795,569 | | - | 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 | $42,127,082 |

  79. Pay Versus Performance

    | NEO Average | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table - Total Compensation | $2,696,751 | $3,342,790 | $3,237,743 | $3,901,453 | $7,057,946 | | - | 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 | $6,048,230 | | + | 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 | $8,385,381 | | + | 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 | $1,264,427 | | + | 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 | $733,818 | | - | 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 | $11,393,342 |

  80. 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 TSR 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 2025, 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 2025.