DEF 14A of Commvault Systems Inc, Jun 24, 2026

DEF 14A of Commvault Systems Inc

Filed Jun 24, 2026 · FY20260001169561-26-000018

Open on EDGAR

  1. SCHEDULE 14A

    | Transactions With Related Persons | 21 | | Director Compensation | 22 | | Stock Ownership Guidelines for Independent Directors | 23 | | Security Ownership of Management and Certain Beneficial Owners | 24 | | Delinquent Section 16(a) Reports | 25 | | Proposal No. 2: Advisory Vote on Commvault’s Executive Compensation | 26 | | Executive Compensation | 27 | | Compensation Committee Report | 40 | | Audit Committee Report | 51 | | Proposal No. 3: Ratification of the Appointment of Independent Auditors | 52 | | Audit, Audit-Related, Tax, and All Other Fees | 52 | | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Auditors | 53 | | Proposal No. 4: Approval of 2026 Equity Plan | 54 | | Background | 54 | | Key Data | 55 | | Description of the 2026 Equity Plan | 56 | | Fiscal 2026 Equity Compensation Plan Information | 62 | | Additional Information About the Annual Meeting | 63 | | Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures | 67 |

  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 | | | | | NOMINEES | Age | Director Since | Professional Background | Audit | Nominations and Governance | Operating | Compensation | | Nicola Adamo, Chair of the Board | 62 | 2018 | Founder and President, Making a Mark | | | | | | Martha Bejar | 64 | 2018 | Senior Partner, DaGrosa Capital Partners | n | n | | | | Keith Geeslin | 73 | 1996 | Partner, Francisco Partners | | | n | n | | Vivie "YY" Lee | 59 | 2018 | Former Senior Vice President and Chief Strategy Officer, Anaplan | | n | | n | | Sanjay Mirchandani | 62 | 2019 | President and CEO, Commvault Systems | | | | | | Chuck Moran | 71 | 2018 | Founder and former President and CEO, Skillsoft | | | n | n | | Shane Sanders | 63 | 2022 | Former Senior Vice President of Business Transformation, Verizon Communications | n | n | | | | Number of Directors | | | | 2 | 3 | 2 | 3 |

  4. Election of Directors

    | n | Committee Chair | n | Committee Member |

  5. 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 2026 Annual Meeting, or their substitutes, will vote your proxy for all the nominees, unless you provide contrary instructions. Commvault has no reason to believe that any nominee will be unavailable to serve as a director. However, if any nominee for director withdraws or for any reason is not able to serve as a director, we will vote your proxy for any replacement nominee designated by the Board.

  6. 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 President and CEO, Mr. Sanjay Mirchandani, are independent under these standards. In making this determination, the Nominations and Governance Committee (“NGC”), acting on behalf of our Board, considered all relevant facts and circumstances to ascertain whether there was any relationship between a director and Commvault that, in the opinion of the NGC, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

  7. Nominees for Election

    Nominees for Election

  8. Nominees for Election

    | Independent Age: 62 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 (“Cisco”), where he served in a variety of sales and leadership roles over a 22-year career prior to his retirement in 2016. While there, Mr. Adamo served as the Senior Vice President of the Americas, where he managed Cisco’s largest geographic region, with annual IT and communications sales of more than $26 billion, and was responsible for 6,500 employees working across 60 different countries. Mr. Adamo also served as the Senior Vice President of Cisco’s $12 billion Global Service Provider organization, leading sales, service delivery, and development for the company’s top service provider customers, among various other roles. Prior to his tenure at Cisco, Mr. Adamo spent more than a decade at IBM in various sales and management assignments. Since leaving Cisco in 2016, Mr. Adamo has consulted with a range of tech companies, and currently serves on the board of directors of Lookout, Inc. Mr. Adamo is also the Founder and President of Making A Mark, Inc., which is a charitable foundation located in Monmouth County, New Jersey, dedicated to empowering change through awareness, knowledge and inclusive opportunities targeting the environment and education. Qualifications Mr. Adamo holds a BS in Computer Engineering from Columbia University. Mr. Adamo is an experienced executive in the information technology industry, who brings a deep working knowledge of the industry and experience from both enterprise and service provider segments, that he can deploy to provide valuable insight and perspectives to our Board. He also has extensive experience and successes as a leader who is able to balance strategy and execution, foster long-standing strategic relationships, and guide business and technology discussions and decisions for shared success. This combination makes him an effective leader for our Board. |

  9. Nominees for Election

    | Independent Age: 64 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, and previously served on the board of directors of Quadient S.A. from 2019 to 2025. Qualifications Ms. Bejar earned an Advanced Management Program degree from Harvard Business School, graduated cum laude with a BS in Industrial Engineering from the University of Miami and earned an MBA from Nova Southeastern University. Ms. Bejar has a strong track record of leadership with some of the world's leading corporations where she evidenced a proven ability to drive and support innovation in the technology and software space. She also brings significant executive, governance, strategic, and financial expertise to the Board. Her experience leading complex global organizations and driving transformational growth initiatives enables her to provide valuable insight on strategy, operations, capital allocation, talent development, and long-term shareholder value creation. |

  10. Nominees for Election

    | Independent Age: 73 Director since 1996 Committees: Compensation, Operating | 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. | | Independent Age: 59 Director since 2018 Committees: Compensation (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. |

  11. Nominees for Election

    | Age: 62 Director since 2019 Committees: None | Sanjay Mirchandani Professional Background Sanjay Mirchandani has served as Commvault’s President and Chief Executive Officer and as a member of the Board of Directors since joining the Company in February 2019. Prior to Commvault, he served as CEO of Puppet, Inc., an IT automation company, from 2016 to 2019. Prior to that, Mr. Mirchandani served as VMware’s Corporate Senior Vice President and General Manager of Asia Pacific and Japan from October 2013 to April 2016. From June 2006 to October 2013, Mr. Mirchandani held various senior leadership positions at EMC Corporation, including Chief Information Officer and leader of the Global Centers of Excellence, as well as various positions at Microsoft Corporation. Qualifications Mr. Mirchandani holds an MBA from the University of Pittsburgh and a Bachelor of Arts in Mathematics from Drew University. He brings extensive global leadership, operational, and entrepreneurial experience, gained through a distinguished career spanning established technology enterprises and high-growth organizations As President and CEO, Mr. Mirchandani provides the Board with valuable insight into the Company’s strategic priorities, financial performance, operational execution, and long-term growth opportunities. His deep understanding of Commvault’s business, industry dynamics, and future direction contributes significantly to the Board’s oversight and decision-making responsibilities. Since 2023, Mr. Mirchandani has also served as a director of Itron, Inc., a technology company that delivers innovative solutions and services for energy and water resource management. |

  12. Nominees for Election

    | Independent Age: 71 Director since 2018 Committees: Compensation, Operating | 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 private companies Exostar, TCP, and OverseeAI, and public companies Manhattan Associates, Inc. and Intapp, Inc. Mr. Moran previously served on the board of directors of Duck Creek Technologies from 2016 to 2022. Qualifications Mr. Moran earned an MBA from Suffolk University and a BS from Boston College. With more than two decades of experience working with technology companies, Mr. Moran has extensive leadership experience in the industry and expertise in critical areas including operations, finance, sales, marketing SaaS, which are valuable to our Board. |

  13. Nominees for Election

    | Independent Age: 63 Director since 2022 Committees: Audit (Chair), NGC | Shane Sanders Professional Background Shane Sanders has served as a director of the Company since December 2022. He spent more than 25 years at Verizon Communications Inc., a global telecommunications and technology company, holding a series of increasingly senior executive leadership positions across finance, accounting, audit, and enterprise transformation. Most recently, Mr. Sanders served as Senior Vice President of Business Transformation from March 2020 to December 2022, leading enterprise-wide operational excellence initiatives to drive efficiency and cost transformation. From 2015 to 2020, he served as Senior Vice President of Corporate Finance, responsible for enterprise financial planning and analysis, long-range planning, capital allocation, and corporate financial strategy, while partnering with executive management and the Board on long-term financial plans, capital deployment, performance against shareholder expectations, and investor communications. Earlier in his career, he served as Senior Vice President of Internal Audit and Chief Audit Executive, reporting directly to Verizon’s Audit Committee. In this role, he oversaw global internal audit, enterprise governance, compliance, and enterprise risk management, including developing Verizon’s enterprise risk management framework and overseeing financial, operational, regulatory, and technology risks. He also played a leading role in reestablishing company-wide focus on cybersecurity governance by partnering with Verizon’s Chief Security Officer to establish the Enterprise Security Council, which provided enterprise-wide oversight of cybersecurity and IT risk. Mr. Sanders currently serves on the board of directors of Danaher Corporation. Qualifications Mr. Sanders’ leadership experience spans a broad range of financial and operational areas including financial planning and analysis, accounting, internal audit, public reporting, capital allocation, mergers and acquisitions, public company governance, regulatory compliance and enterprise risk management. His risk management experience, including cybersecurity, his insights into all aspects of the business, and his leadership in business transformation and long-term value creation make him well qualified to advise the Board and management. |

  14. Director Compensation

    Director Compensation

  15. ANNUAL CASH AND EQUITY RETAINERS

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Nicola Adamo | $152,000 | $220,643 | $372,643 | | Martha Bejar | $71,250 | $220,643 | $291,893 | | Keith Geeslin | $60,750 | $220,643 | $281,393 | | William Geoffrey Haydon(2) | $11,875 | $174,508 | $186,383 | | Vivie “YY” Lee | $67,750 | $220,643 | $288,393 | | Chuck Moran | $60,750 | $220,643 | $281,393 | | Allison Pickens(3) | $15,500 | $220,643 | $236,143 | | Shane Sanders | $77,750 | $220,643 | $298,393 | | Arlen Shenkman(4) | $70,000 | $220,643 | $290,643 |

  16. What we do

    What we do •Align executive pay with short- and long-term performance. •Require our CEO and directors to satisfy meaningful stock ownership requirements. •Maintain a robust clawback policy that allows the Company to recover incentive-based compensation from current and former executives in the event of a financial restatement or other misconduct, consistent with applicable law and stock exchange requirements. •Perform an annual review of our peer group to benchmark executive compensation. •Conduct annual risk assessment of companywide compensation plans to identify any issues that could have a material adverse impact on the Company. •Hold an annual advisory vote on executive compensation. •Our Compensation Committee directly engages an independent compensation consultant, Compensia, to provide analysis for the annual executive compensation review and guidance on other executive compensation matters independent of management.

  17. What we do not do

    What we do not do •Provide guaranteed bonuses to our executive officers. •Provide any excise tax reimbursement payments (including “gross-ups”) with respect to payments or benefits contingent upon a change in control of our Company. •Offer pension arrangements, or non-qualified deferred compensation plans or arrangements to our executive officers, other than our 401(k) plan, which is open to all U.S.-based, salaried employees. •Allow our employees, including our NEOs and the members of our Board of Directors, to engage in hedging transactions or pledging of our shares. •Grant discounted stock options nor reprice underwater stock options.

  18. Mix of Compensation Elements

    Mix of Compensation Elements Our fiscal 2026 executive compensation program consists of three principal elements: base salary, annual cash incentive bonuses, and long-term equity incentive awards. Consistent with our pay for performance philosophy, the majority of target total direct compensation for the NEOs in fiscal 2026 consisted of incentive awards, particularly long-term equity incentive awards. The Compensation Committee believes that emphasizing equity-based compensation creates a strong incentive for our executives to build sustainable long-term stockholder value. The following table represents the different components of the CEO’s total compensation package. For more details on each individual compensation component, please see “Annual Incentive Plan” and “Long-Term Equity Incentive Awards” under “Fiscal 2026 Compensation Decisions” below.

  19. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT The Compensation Committee has authority under its charter to engage outside advisors and experts for advice as appropriate. In preparation for fiscal 2026, the Compensation Committee engaged the services of Compensia, Inc., a national compensation consulting firm, as the Compensation Committee’s consultant to provide advice on matters relating to the compensation of our executive officers and non-employee directors. Compensia provided the Compensation Committee 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 Compensation Committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant. The Compensation Committee 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 Compensation Committee has determined that its relationship with Compensia and the work of Compensia on behalf of the Compensation Committee did not raise any conflict of interest.

  20. ROLE OF THE PEER GROUP

    ROLE OF THE PEER GROUP In preparation for fiscal 2026, the Compensation Committee 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 Compensation Committee targeted U.S.-headquartered companies within similar industries and of a similar size as the Company. In particular, the Compensation Committee targeted direct competitors and other business application software companies. The peer companies were also evaluated based on two financial criteria: • Revenue: Target approximately 0.5x to 2.0x the Company’s trailing 12-month revenue; and • Market Capitalization: Target approximately 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 2026 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. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN During fiscal 2026, Messrs. Mirchandani and Merrill and Mses. Abrahamsen and DiRico each participated in the Commvault Annual Incentive Plan (the “Fiscal 2026 AIP”), which made them eligible to earn a cash bonus based on achievement of pre-established corporate financial goals.

  23. Target Annual Cash Incentive Opportunities

    Target Annual Cash Incentive Opportunities The Compensation Committee approved fiscal 2026 target cash incentive opportunities for the NEOs in April 2025 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.

  24. Target Annual Cash Incentive Opportunities

    | Executive | Fiscal 2026 Salary | Target Annual Cash Incentive (%) | Target Annual Cash Incentive ($)(1) | | Sanjay Mirchandani | $700,000 | 125% | $875,000 | | Gary Merrill | $475,000 | 100% | $475,000 | | Danielle Abrahamsen | $340,000 | 45% | $153,000 | | Jen DiRico | $485,000 | 70% | $339,500 |

  25. Target Annual Cash Incentive Opportunities

    (1) Cash bonus payments under the Fiscal 2026 AIP could range from zero to 200% of target.

  26. Performance Measures

    Performance Measures In April 2025, the Compensation Committee selected total revenue (weighted 60%) and non-GAAP EBIT (weighted 40%) as the performance metrics for the Fiscal 2026 AIP for our NEOs. These metrics were selected because the Compensation Committee believes that, at this stage of our development, revenue growth and profitability are important measures of Commvault’s financial performance and are correlated to increasing stockholder value. Revenue and non-GAAP EBIT are key measures the Company uses to evaluate its performance. Accordingly, these metrics are closely aligned with how management evaluates and operates the business. For purposes of the Fiscal 2026 AIP, the Compensation Committee set the various performance levels for these performance metrics and the payout amounts for each performance level as shown below.

  27. For Mr. Mirchandani

    | Metric | Weight | Threshold Attainment (50% payout) | Target Attainment (100% payout) | Maximum Attainment (200% payout) | | Revenue | 60% | 88% | 100% | 108% | | Non-GAAP EBIT | 40% | 85% | 100% | 106% |

  28. FISCAL 2026 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    FISCAL 2026 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT In May 2026, the Compensation Committee determined that our achievement for the revenue and non-GAAP EBIT portions of the Fiscal 2026 AIP were as follows:

  29. FISCAL 2026 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    | | Achievement (in millions) | Target (in millions) | Achievement vs. Target | Payout Factor | Weighting | Weighted Payout | | Revenue | $1,184 | $1,137 | 104.1% | 151.3% | 60.0% | 90.8% | | Non-GAAP EBIT | $238 | $244 | 97.5% | 91.7% | 40.0% | 36.2% | | Total | | | | | 100.0% | 127.0% |

  30. FISCAL 2026 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    An individual performance multiplier was applied to Ms. Abrahamsen’s bonus due to her expanded role in fiscal 2026. As a result, the NEOs received the annual incentive bonuses shown below.

  31. FISCAL 2026 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    | | Target Annual Cash Incentive Opportunity | Percentage of Target Annual Incentive Earned | Actual Annual Incentive Earned | | Sanjay Mirchandani | $875,000 | 127.0% | $1,111,250 | | Gary Merrill | $475,000 | 135.5% | $643,626 | | Danielle Abrahamsen(1) | $153,000 | 200.0% | $306,000 | | Jen DiRico(2) | $339,500 | N/A | $0 |

  32. FISCAL 2026 ANNUAL CASH INCENTIVE PLAN ACHIEVEMENT

    (1) Ms. Abrahamsen’s annual bonus was based on a weighting of 50% Company performance and 50% individual performance. In recognition of her expanded responsibilities as principal financial officer, her bonus payout was further increased. (2) Ms. DiRico departed the Company on December 31, 2025. Her target annual cash incentive opportunity was established in early fiscal 2026 in connection with her service as CFO. Ms. DiRico received a draw under our executive compensation program in October 2025, similar to other executive officers. The Company was not required to claw back her draw in connection with her resignation.

  33. LONG-TERM EQUITY INCENTIVE AWARDS

    LONG-TERM EQUITY INCENTIVE AWARDS We provide long-term equity incentive awards pursuant to our 2016 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 Plan permits the grant of stock options (“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 Compensation Committee. When annual equity awards are granted, typically in May of each year, the Compensation Committee 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 2025, the Compensation Committee 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 2025 were provided in three forms, and subject to the terms and conditions shown below.

  34. LONG-TERM EQUITY INCENTIVE AWARDS

    | Time-Based RSU awards | These awards vest 33% on the first anniversary of the grant date and 8.375% at the end of each successive three-month period thereafter, generally subject to continued service on the vesting date. | | Relative TSR PSU awards | Recipients may earn up to 300% of their target award based on Commvault’s TSR performance relative to 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 performance period, generally subject to continued service on the vesting date. | | Financial PSU awards | Recipients may earn up to 300% of their target award based 100% on Commvault’s total ARR for fiscal 2026. Earned shares, if any, vest 33% on the first anniversary of the grant date and 8.375% at the end of each successive three-month period thereafter, generally subject to continued service on the vesting date. |

  35. LONG-TERM EQUITY INCENTIVE AWARDS

    Equity awards for Messrs. Mirchandani and Merrill and Ms. DiRico were granted in May 2025 and allocated 40% to Time-Based RSUs, 30% to Relative TSR PSUs, and 30% to Financial PSUs. Ms. Abrahamsen's May 2025 annual award was allocated 50% to Time-Based RSUs, 25% to Relative TSR PSUs, and 25% to Financial PSUs. Ms. Abrahamsen received an additional RSU award in February 2026 in connection with her assumption of the principal financial officer role in January 2026. 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 Compensation Committee approved the following equity award grants for our NEOs during fiscal 2026:

  36. LONG-TERM EQUITY INCENTIVE AWARDS

    | Executive | Aggregate Target Value | Time-Based Restricted Stock Unit Awards (#) | Relative TSR PSU Awards (#) | Financial PSU Awards (#) | | Sanjay Mirchandani | $15,000,000 | 33,997 | 25,497 | 25,497 | | Gary Merrill | $4,500,000 | 10,199 | 7,649 | 7,649 | | Danielle Abrahamsen | $1,200,000 | 6,830 | 1,133 | 1,133 | | Jen DiRico | $4,850,000 | 10,992 | 8,244 | 8,244 |

  37. LONG-TERM EQUITY INCENTIVE AWARDS

    Annual long-term incentive awards granted to Messrs. Mirchandani and Merrill and Mses. Abrahamsen and DiRico were approved in May 2025. Ms. Abrahamsen received an additional RSU award in February 2026 in connection with her assumption of the principal financial officer role in January 2026. In determining the number of shares granted to each NEO, the Compensation Committee 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.

  38. Relative TSR PSU Awards

    Relative TSR PSU Awards The Relative TSR PSU awards granted to our NEOs in fiscal 2026 will be earned based on our TSR measured relative to 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:

  39. 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% |

  40. Relative TSR PSU Awards

    The performance/payout 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 Compensation Committee regularly considers the appropriate time horizon for the performance measures used in the compensation plan for our NEOs. The Compensation Committee 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 consider relative TSR to be an objective, external benchmark for evaluating shareholder value creation. It serves as a valuable complement to our financial performance metrics, designed for a balanced and comprehensive assessment of our financial success.

  41. Relative TSR PSU Awards - Performance Vesting

    Relative TSR PSU Awards - Performance Vesting

  42. Relative TSR PSU Awards - Performance Vesting

    | Grant | May 2021 | May 2022 | May 2023 | May 2024 | May 2025 | | Actual Vest % | | | | | | | First annual tranche | 98% | 100% | 200% | 290% | 0% | | Second annual tranche | 100% | 200% | 200% | 72% | TBD | | Third annual tranche | 194% | 200% | 132% | TBD | TBD |

  43. Relative TSR PSU Awards - Performance Vesting

    Earned units for each performance period, if any, vest following certification of results by the Compensation Committee. For the one-year performance period for the May 2025 award, which ended May 15, 2026, the Company’s TSR ranked below the 25th percentile of the benchmark; accordingly, the Compensation Committee certified a payout of 0% of target for the first annual tranche of the Relative TSR PSU awards, reflecting the Company’s TSR ranking relative to the Russell 3000 for the one-year period ending May 2026. For the two-year performance period for the May 2024 award, which ended May 15, 2026, the Company’s TSR ranked above the 25th percentile and below the 50th percentile of the benchmark; accordingly, the Compensation Committee certified a payout of 72% of target for the second annual tranche of the Relative TSR PSU awards, reflecting the Company’s TSR ranking relative to the Russell 3000 for the two-year period ending May 2026. For the three-year performance period for the May 2023 award, which ended May 15, 2026, the Company’s TSR ranked above the 50th percentile and below the 75th percentile of the benchmark; accordingly, the Compensation Committee certified a payout of 132% of target for the third annual tranche of the Relative TSR PSU awards, reflecting the Company’s TSR ranking relative to the Russell 3000 for the three-year period ending May 2026.

  44. Financial PSU awards

    Financial PSU awards The Financial PSUs granted to our NEOs in fiscal 2026 were eligible to be earned based on our level of achievement against total ARR goals established at the beginning of fiscal 2026 and measured over a one-year performance period.

  45. Financial PSU awards

    | Achievement | ARR Achievement (in millions) | ARR Achievement (% of Target) | % of Target PSU Earned | | Below Threshold | <$930 | <85% | —% | | Threshold | $930 | 85% | 50% | | Target | $1,100 | 100% | 100% | | Maximum | $1,485 | 135% | 300% |

  46. Financial PSU awards

    Our actual ARR achievement for fiscal 2026 was equal to 102% of target. As a result, the Compensation Committee certified a payout equal to 111% of the target number of shares. Any shares earned based on our actual one-year financial performance were to vest 33% on the first anniversary of the grant date and 8.375% at the end of each successive three-month period thereafter.

  47. INDIVIDUAL AGREEMENTS

    INDIVIDUAL AGREEMENTS As more fully described in the section entitled "Potential Payments Upon Termination or Change in Control—Individual Agreements," we have entered into individual agreements with each of our NEOs. 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. These agreements provide for payments and benefits upon specified qualifying termination events, in certain cases both inside and outside the change-in-control context.

  48. EQUITY AWARD GRANT PRACTICES

    EQUITY AWARD GRANT PRACTICES We do not currently grant 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.

  49. 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 Compensation Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee 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 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 Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

  50. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned by the NEOs during the fiscal years ended March 31, 2026, 2025, and 2024.

  51. 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 | 2026 | 693,654 | — | 18,046,786 | 1,111,250 | 57,810 | 19,909,500 | | President and CEO | 2025 | 645,000 | — | 16,522,465 | 1,612,500 | 31,638 | 18,811,603 | | | 2024 | 645,000 | — | 10,694,658 | 703,050 | 65,052 | 12,107,760 | | Gary Merrill | 2026 | 473,269 | — | 5,413,971 | 643,626 | 27,534 | 6,558,400 | | CCO | 2025 | 460,000 | — | 5,947,829 | 851,000 | 22,924 | 7,281,753 | | | 2024 | 451,000 | — | 3,528,001 | 344,113 | 20,455 | 4,343,569 | | Danielle Abrahamsen(4) | 2026 | 335,385 | — | 1,337,614 | 306,000 | 7,908 | 1,986,907 | | CAO | | | | | | | | | Jen DiRico | 2026 | 374,635 | — | 5,835,048 | 135,800 | 4,135 | 6,349,618 | | Former CFO | 2025 | 286,027 | — | 6,148,630 | 398,790 | 692 | 6,834,139 |

  52. 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 calculated in accordance with FASB ASC Topic 718. For PSU awards with a market condition (TSR PSUs), the grant date fair value is determined using a Monte Carlo simulation model. The amounts shown disregard 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 $41,921,157 for Mr. Mirchandani, $12,576,189 for Mr. Merrill, $2,398,510 for Ms. Abrahamsen, and $13,554,400 for Ms. DiRico in fiscal 2026. See our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2026, 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 2026 Compensation Decisions” under the heading “Annual Incentive Plan” in the Compensation Discussion and Analysis. Ms. DiRico received a draw under our executive compensation program in October 2025, similar to other executive officers. (3) Mr. Mirchandani’s All Other Compensation in fiscal 2026 included $6,615 related to his 401(k) plan company matching contributions, $12,730 for financial and estate planning, $4,590 for executive physicals and medical services, and $33,875 related to the use of a corporate car and driver. Mr. Merrill’s All Other Compensation in fiscal 2026 included $5,274 related to his 401(k) plan company matching contributions, $15,910 for financial and estate planning, $2,600 for executive physicals and $3,750 in taxable income from participating in a prior year’s ESPP offering period. All Other Compensation amounts for Mses. Abrahamsen and DiRico reflect company matching contributions under the 401(k) plan of $7,908 and $4,135, respectively. (4) Ms. Abrahamsen became a NEO effective January 1, 2026 and compensation information for fiscal 2025 and fiscal 2024 has not been provided in accordance with SEC rules.

  53. Summary Compensation Table

    | COMPENSATION TABLES | FISCAL 2026 GRANTS OF PLAN-BASED AWARDS TABLE |

  54. Fiscal 2026 Grants of Plan-Based Awards Table

    Fiscal 2026 Grants of Plan-Based Awards Table The following table sets forth information as to grants of plan-based awards to our NEOs in fiscal 2026:

  55. Fiscal 2026 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 | — | 437,500 | 875,000 | 1,750,000 | — | — | — | — | — | | | 05/15/25 | — | — | — | — | — | — | 33,997 | 6,109,600 | | | 05/15/25 | — | — | — | 12,748 | 25,497 | 76,491 | — | 7,355,120 | | | 05/15/25 | — | — | — | 12,748 | 25,497 | 76,491 | — | 4,582,066 | | Gary Merrill | — | 237,500 | 475,000 | 950,000 | — | — | — | — | — | | | 05/15/25 | — | — | — | — | — | — | 10,199 | 1,832,862 | | | 05/15/25 | — | — | — | 3,824 | 7,649 | 22,947 | — | 2,206,507 | | | 05/15/25 | — | — | — | 3,824 | 7,649 | 22,947 | — | 1,374,602 | | Danielle Abrahamsen | — | 76,500 | 153,000 | 306,000 | — | — | — | — | — | | | 02/17/26 | — | — | — | — | — | — | 4,564 | 399,943 | | | 05/15/25 | — | — | — | — | — | — | 2,266 | 407,223 | | | 05/15/25 | — | — | — | 566 | 1,133 | 3,399 | — | 326,837 | | | 05/15/25 | — | — | — | 566 | 1,133 | 3,399 | — | 203,611 | | Jen DiRico | — | 169,750 | 339,500 | 679,000 | — | — | — | — | — | | | 05/15/25 | — | — | — | — | — | — | 10,992 | 1,975,372 | | | 05/15/25 | — | — | — | 4,122 | 8,244 | 24,732 | — | 2,378,147 | | | 05/15/25 | — | — | — | 4,122 | 8,244 | 24,732 | — | 1,481,529 |

  56. Fiscal 2026 Grants of Plan-Based Awards Table

    (1) Represents the threshold amount with respect to each applicable metric under the Fiscal 2026 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 2026 Compensation Decisions” for more information on the Fiscal 2026 AIP and performance objectives for each of our NEOs. (2) Represents the total target amount with respect to each applicable metric under the Fiscal 2026 AIP for each NEO. See “Annual Incentive Plan” in “Fiscal 2026 Compensation Decisions” for more information. (3) Represents the maximum amount with respect to each applicable metric under the Fiscal 2026 AIP for each NEO. See “Annual Incentive Plan” in “Fiscal 2026 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 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 2026 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 Plan. See “Long-Term Equity Incentive Awards” in “Fiscal 2026 Compensation Decisions” for more information. (6) Represents the maximum amount for PSUs granted. The maximum payout opportunity for PSUs is 300% for each of our NEOs. See “Long-Term Equity Incentive Awards” in “Fiscal 2026 Compensation Decisions” for more information. (7) Amounts in this column reflect time-based RSU awards granted during fiscal 2026 to our NEOs under our 2016 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 calculated in accordance with FASB ASC Topic 718. The amounts shown disregard forfeitures related to service-based vesting conditions. See "Note 11. Stock Plans" in Item 8 of our Annual Report filed on Form 10-K for the year ended March 31, 2026, for a discussion of the assumptions we made in determining the grant date fair value of such awards.

  57. Fiscal 2026 Grants of Plan-Based Awards Table

    | COMPENSATION TABLES | FISCAL 2026 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE |

  58. Fiscal 2026 Outstanding Equity Awards at Fiscal Year End Table

    Fiscal 2026 Outstanding Equity Awards at Fiscal Year End Table The following table reflects all outstanding equity awards held by our NEOs as of March 31, 2026:

  59. Fiscal 2026 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($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#)(2) | Market Value of Shares or Units of Stock That Have Not Vested($)(2) | 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($)(3) | | Sanjay Mirchandani | 05/15/25 | — | — | — | — | — | 12,748 | 992,942 | | | 05/15/25 | — | — | — | 28,302 | 2,204,443 | — | — | | | 05/15/25 | — | — | — | 33,997 | 2,648,026 | — | — | | | 05/15/24 | — | — | — | — | — | 22,778 | 1,774,178 | | | 05/15/24 | — | — | — | 15,021 | 1,169,986 | — | — | | | 05/15/24 | — | — | — | 18,983 | 1,478,586 | — | — | | | 05/15/23 | — | — | — | — | — | 25,936 | 2,020,155 | | | 05/15/23 | — | — | — | 3,518 | 274,017 | — | — | | | 05/15/23 | — | — | — | 6,485 | 505,117 | — | — | | Gary Merrill | 05/15/25 | — | — | — | — | — | 3,824 | 297,851 | | | 05/15/25 | — | — | — | 8,490 | 661,286 | — | — | | | 05/15/25 | — | — | — | 10,199 | 794,400 | — | — | | | 05/15/24 | — | — | — | — | — | 8,200 | 638,698 | | | 05/15/24 | — | — | — | 5,405 | 420,995 | — | — | | | 05/15/24 | — | — | — | 6,833 | 532,222 | — | — | | | 05/15/23 | — | — | — | — | — | 8,556 | 666,427 | | | 05/15/23 | — | — | — | 1,159 | 90,275 | — | — | | | 05/15/23 | — | — | — | 2,139 | 166,607 | — | — | | Danielle Abrahamsen | 02/17/26 | — | — | — | 4,564 | 355,490 | — | — | | | 05/15/25 | — | — | — | — | — | 566 | 44,086 | | | 05/15/25 | — | — | — | 1,258 | 97,986 | — | — | | | 05/15/25 | — | — | — | 2,266 | 176,499 | — | — | | | 05/15/24 | — | — | — | | | 910 | 70,880 | | | 05/15/24 | — | — | — | 595 | 46,345 | | | | | 05/15/24 | — | — | — | 1,139 | 88,717 | — | — | | | 08/15/23 | — | — | — | 642 | 50,005 | — | — | | Jen DiRico(4) | — | — | — | — | — | — | — | — |

  60. Fiscal 2026 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% vesting on the first anniversary of the grant date and 8.375% vesting at the end of each successive three-month period thereafter, subject, in each case, to continued employment or service through the applicable vesting date. Financial PSUs follow the same vesting schedule, but at their respective achievement rates. Relative TSR PSUs 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 2023 and May 2024 financial PSU awards achieved at 108% and 105%, respectively. For the May 2025 grants with a performance period ending March 31, 2026, achievement was 111%, which has been reflected accordingly. 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 2026. The actual value, if any, to be realized by the NEO depends on the future performance of our Common Stock. On March 31, 2026, the closing price of our Common Stock was $77.89 per share. See “Long-Term Equity Incentive Awards” in “Fiscal 2026 Compensation Decisions” for more information on the plan and the related performance objectives. (3) Performance-based awards include all outstanding Relative TSR PSUs as of March 31, 2026. Relative TSR PSUs granted in May 2023, May 2024, and May 2025 are presented at 200% (maximum), 100% (target), and 50% (threshold) performance, respectively, based on Company performance relative to the applicable peer group as of March 31, 2026. The reported value is calculated based on the number of unvested shares multiplied by the closing market price of our Common Stock on March 31, 2026. The actual value realized, if any, will depend on the extent to which the applicable performance conditions are achieved and the future price of our Common Stock. The closing price of our Common Stock on March 31, 2026 was $77.89 per share. See “Long-Term Equity Incentive Awards” in “Fiscal 2026 Compensation Decisions” for additional information regarding these awards and the related performance measures. (4) In connection with Ms. DiRico’s resignation effective December 31, 2025, all unvested shares as of that date were forfeited.

  61. Fiscal 2026 Outstanding Equity Awards at Fiscal Year End Table

    | COMPENSATION TABLES | FISCAL 2026 STOCK VESTED TABLE |

  62. Fiscal 2026 Stock Vested Table

    Fiscal 2026 Stock Vested Table The following table sets forth information on the number and value of RSUs vested during fiscal 2026 for our NEOs.

  63. Fiscal 2026 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(1) | | Sanjay Mirchandani | 182,959 | 30,393,927 | | Gary Merrill | 57,822 | 9,549,174 | | Danielle Abrahamsen | 5,820 | 939,285 | | Jen DiRico(2) | 27,723 | 4,903,154 |

  64. Fiscal 2026 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 2026 Compensation Decisions” for more information on the plan and the related performance objectives. (2) In connection with Ms. DiRico’s resignation effective December 31, 2025, all unvested shares as of that date were forfeited.

  65. Pension Benefits and Deferred Compensation

    Pension Benefits and Deferred Compensation None of our NEOs during fiscal 2026 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.

  66. Individual Agreements

    | COMPENSATION TABLES | ESTIMATED PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL |

  67. 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, 2026, 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.

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

    | | Compensation ($) | | | | | | | Base Salary(1) | Annual Cash Incentive Bonus | Accelerated Vesting of Restricted Stock & Performance Stock Units(2)(3)(4) | Continuation of Medical Benefits (Present Value)($) | Total Compensation and Benefits ($) | | Sanjay Mirchandani | | | | | | | Death | — | — | 13,050,392 | — | 13,050,392 | | Disability | — | — | 13,050,392 | — | 13,050,392 | | Involuntary termination without cause or with good reason | 700,000 | 875,000 | 8,283,368 | 30,686 | 9,889,054 | | Involuntary termination without cause, on account of disability, or with good reason in connection with a change in control | 1,050,000 | 875,000 | 13,050,392 | 30,686 | 15,006,078 | | Gary Merrill | | | | | | | Death | — | — | 4,233,477 | — | 4,233,477 | | Disability | — | — | 4,233,477 | — | 4,233,477 | | Involuntary termination without cause or with good reason | 475,000 | — | 2,718,750 | 40,323 | 3,234,073 | | Involuntary termination without cause or with good reason in connection with a change in control | 475,000 | 475,000 | 4,233,477 | 40,323 | 5,223,800 | | Danielle Abrahamsen | | | | | | | Death | — | — | 974,170 | — | 974,170 | | Disability | — | — | 974,170 | — | 974,170 | | Involuntary termination without cause or with good reason | — | — | — | — | — | | Involuntary termination without cause or with good reason in connection with a change in control | 255,000 | 153,000 | 974,170 | 23,695 | 1,405,865 | | Jen DiRico(5) | — | — | — | — | — |

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

    (1) Amounts shown reflect the NEOs’ fiscal year‑end monthly base salary multiplied by the number of months specified in their respective employment agreements. (2) 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 $77.89 per share of our Common Stock on March 31, 2026. As described in the NEOs’ respective employment agreements, executive retention agreements, or change in control agreements, as applicable, 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. (3) As described in Mr. Mirchandani's employment agreement and Mr. Merrill's Executive Retention Agreement, 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. (4) As described in the NEOs’ respective employment agreements, executive retention agreements, or change in control agreements, as applicable, 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. (5) Ms. DiRico resigned as CFO effective December 31, 2025.

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

    | COMPENSATION TABLES | CEO PAY RATIO |

  71. 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 2026: •The median of the annual total compensation of all of our employees, excluding our CEO, was $113,527. •The annual total compensation of our CEO was $19,909,500. •Therefore, the ratio of CEO compensation relative to the median employee is approximately 175 to 1. We have approximately 3,300 employees globally. Several factors influence the Company’s pay ratio, including our strategic expansion into global centers of excellence. Approximately 64% of our employees are located outside the United States, including approximately 40% based in India, in markets where compensation benchmarks are generally lower than in the United States. In addition, compensation levels vary across countries to reflect differences in local cost of living. Approximately 36% of our employees are based in the United States, where our CEO resides and works. Our globally distributed workforce structure supports broader spans of control and enhances management effectiveness and operational efficiency. The methodology we used to identify our median employee for fiscal 2026 was as follows: •We selected March 31, 2026 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, 2026 exchange rate. •Using this methodology, we determined that our median employee was a full-time, salaried employee based in India. 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 2026 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.

  72. 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.

  73. 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) | | 2026 | $19,909,500 | $(3,617,162) | $4,964,975 | $(827,299) | $121 | $226 | $70,657,000 | $1,183,690,000 | | 2025 | $18,811,603 | $42,127,082 | $7,057,946 | $11,393,342 | $245 | $169 | $76,106,000 | $995,619,000 | | 2024 | $12,107,760 | $30,293,753 | $3,901,453 | $3,890,783 | $157 | $161 | $168,906,000 | $839,247,000 | | 2023 | $10,852,803 | $8,128,462 | $3,237,743 | $1,706,699 | $88 | $108 | $(35,774,000) | $784,590,000 | | 2022 | $10,760,212 | $11,275,932 | $3,342,790 | $3,534,151 | $103 | $120 | $33,624,000 | $769,591,000 |

  74. Pay Versus Performance

    (1) During fiscal years 2026, 2025, 2024, 2023, and 2022 our PEO and non-PEO NEOs were as follows:

  75. Pay Versus Performance

    | Year | PEO (CEO) | Non-PEO (NEOs) | | 2026 | Sanjay Mirchandani | Gary Merrill, Danielle Abrahamsen, Jen DiRico | | 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 |

  76. 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”:

  77. Pay Versus Performance

    | PEO | | 2022 | 2023 | 2024 | 2025 | 2026 | | | Summary Compensation Table - Total Compensation | $10,760,212 | $10,852,803 | $12,107,760 | $18,811,603 | $19,909,500 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $9,413,382 | $9,722,388 | $10,694,658 | $16,522,465 | $18,046,786 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $10,030,014 | $9,814,556 | $19,279,768 | $25,421,345 | $5,437,745 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(616,535) | $(1,773,893) | $7,094,774 | $8,621,030 | $(13,227,555) | | + | 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 | $515,623 | $(1,042,616) | $2,506,109 | $5,795,569 | $2,309,934 | | - | 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 | $11,275,932 | $8,128,462 | $30,293,753 | $42,127,082 | $(3,617,162) |

  78. Pay Versus Performance

    | NEO Average | | 2022 | 2023 | 2024 | 2025 | 2026 | | | Summary Compensation Table - Total Compensation | $3,342,790 | $3,237,743 | $3,901,453 | $7,057,946 | $4,964,975 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,491,707 | $2,559,448 | $3,142,162 | $6,048,230 | $4,195,544 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $2,655,470 | $2,185,843 | $3,179,994 | $8,385,381 | $762,404 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(165,930) | $(924,865) | $625,474 | $1,264,427 | $(1,705,358) | | + | 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 | $193,528 | $(209,402) | $432,318 | $733,818 | $463,362 | | - | 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 | $— | $1,117,138 | | = | Compensation Actually Paid | $3,534,151 | $1,706,699 | $3,890,783 | $11,393,342 | $(827,299) |

  79. Pay Versus Performance

    (3) Pursuant to SEC rules, the comparison assumes $100 was invested on March 31, 2021. 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, as used in the company’s performance graph in our Annual Report on Form 10-K. (5) The measure has been designated as the “Company-Selected Measure” for fiscal 2026, 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 2026.