Commvault Reports Breakout FY24, Highlights AI & Acquisitions

Ticker: CVLT · Form: DEF 14A · Filed: Jun 25, 2024 · CIK: 1169561

Commvault Systems Inc DEF 14A Filing Summary
FieldDetail
CompanyCommvault Systems Inc (CVLT)
Form TypeDEF 14A
Filed DateJun 25, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$839 m, $770 million, $168 million, $184 m, $1 billion
Sentimentbullish

Sentiment: bullish

Topics: proxy-statement, cyber-resilience, acquisition, ai

Related Tickers: CVLT

TL;DR

CVLT had a breakout FY24, pushing AI & acquisitions like Appranix for cyber resilience. Stockholders meeting soon.

AI Summary

Commvault Systems, Inc. filed its definitive proxy statement on June 25, 2024, highlighting a "breakout year" in fiscal year 2024. The company emphasizes its innovation in cyber resilience, including its Commvault Cloud platform, patented offerings like Cleanroom Recovery, and the newly acquired Appranix, integrating responsible AI capabilities to enhance data resilience.

Why It Matters

This filing outlines Commvault's strategic direction and performance, impacting investor confidence and potential future stock performance based on its innovation and growth claims.

Risk Assessment

Risk Level: medium — Proxy statements often contain forward-looking statements and strategic information that can influence stock price, but the core business operations and financial health are not detailed here.

Key Players & Entities

  • Commvault Systems, Inc. (company) — Registrant
  • June 25, 2024 (date) — Filing date
  • Appranix (company) — Acquired offering

FAQ

What is the primary focus of Commvault's innovation mentioned in the filing?

The filing states Commvault's innovation focuses on delivering the best-in-class Commvault Cloud platform to help customers be resilient following a cyberattack or catastrophic event, including patented offerings like Cleanroom Recovery and newly acquired Appranix.

When did Commvault Systems, Inc. file its definitive proxy statement?

Commvault Systems, Inc. filed its definitive proxy statement on June 25, 2024.

What specific acquired offering is highlighted by Commvault?

The filing specifically mentions the newly acquired Appranix offerings as part of Commvault's patented portfolio.

What is Commvault's claim about its performance in fiscal year 2024?

Commvault claims it delivered results and achieved a 'breakout year' in fiscal year 2024.

How is AI being integrated into Commvault's platform?

Commvault has engineered responsible AI capabilities deep into its platform to enhance resilience without jeopardizing customers' data.

Filing Stats: 4,412 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-06-25 17:09:56

Key Financial Figures

  • $839 m — ar, we increased total revenue by 7% to $839 million, which was led by 23% growth in s
  • $770 million — ual recurring revenue "ARR" grew 15% to $770 million. This was fueled by our high growth sof
  • $168 million — 5,000 customers and ended the year with $168 million in ARR. With the unrelenting rise of cy
  • $184 m — ile returning 92% of free cash flow, or $184 million, back to stockholders in share re
  • $1 billion — e confidence to share our aspiration of $1 billion in total ARR in fiscal year 2026. I w
  • $75 million — ncome/(loss) from operations (EBIT) was $75 million and $(16) million in fiscal years 2024
  • $204 million — sh provided by operating activities was $204 million and $170 million in fiscal years 2024 a
  • $170 million — erating activities was $204 million and $170 million in fiscal years 2024 and 2023, respecti
  • $26 b — T and communications sales of more than $26 billion, and was responsible for 6,500 em
  • $12 billion — ved as Senior Vice President of Cisco's $12 billion Global Service Provider organization, l

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 8 Environmental, Social and Governance Developments 9 Proposal No. 1: Election of Directors 10 Director Independence 10 Board Diversity 11 Nominees for Election 12 Majority Vote Standard and Resignation Policy in Director Elections 16 Corporate Governance 17 Overview 17 Cybersecurity 18 Board Leadership Structure 18 Board Oversight of Risk 19 Stockholder Engagement 20 How We Choose Directors 20 Board Committees 21 Meetings of the Board 22 How to Contact Our Board 22 Governance Documents 23 Transactions With Related Persons 23 Director Compensation 24 Stock Ownership Guidelines for Independent Directors 25

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 26 Proposal No. 2 : Advisory Vote on Commvault's Executive Compensation 28

Executive Compensation

Executive Compensation 29 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 Additional Information About the Annual Meeting 55 Annex A: Reconciliation of GAAP to Non-GAAP Financial Measures 59 3 COMMVAULT SYSTEMS, INC. | 2024 PROXY STATEMENT Table of Contents This proxy summary highlights information contained elsewhere in this proxy statement. It does not contain all the information that you should consider. Please read the entire proxy statement carefully before voting. This proxy statement is first being made available to stockholders on or about June 25, 2024. Time and Date: Location: Record Date: Thursday, August 8, 2024 Virtual only June 13, 2024 10:00 a.m., Eastern Time https://ir.commvault.com/news-and-events/annual-meeting MEETING AGENDA Proposal Board's voting recommendation For more information Election of directors FOR each nominee Page 10 Advisory vote on Commvault's executive compensation FOR Page 28 Ratification of independent auditors FOR Page 53 What's New We adopted a clawback policy which is compliant with the Dodd-Frank Act. We established our Enterprise Risk Management Committee comprised of senior management to address risks the Company faces in our ever-evolving world. We established our Cybersecurity Oversight Committee dedicated to cybersecurity response plans. We adopted our Principles for Responsible AI guidelines. We published a refreshed Environmental, Social, and Governance report, including the results of our inaugural Greenhouse Gas ("GHG") emissions assessment. 4 COMMVAULT SYSTEMS, INC. | 2024 PROXY STATEMENT Table of Contents PROXY SUMMARY | ELECTION OF DIRECTORS Election of Directors The following table shows information a

Executive Compensation Highlights

Executive Compensation Highlights Commvault's executive compensation program is designed to support our long-term strategic vision and to align with our pay-for-performance philosophy. As shown below, a significant amount of our executives' direct compensation is long-term and varies based on company performance. CEO COMPENSATION PAY MIX 6% 88% 6% Base Salary Equity Performance Awards(1) Cash Performance Bonus 50% 25% 25% 60% 40% Time-based restricted stock units ("RSUs") Financial performance stock units ("PSUs") Relative Total Shareholder Return ("TSR") PSUs Revenue Non-GAAP EBIT 50% At Risk Pay 1. See "Long-Term Equity Incentive Awards" in section "Fiscal 2024 Compensation Decisions" for more information. NEO COMPENSATION PAY MIX(1) 12% 80% 8% Base Salary Equity Performance Awards Cash Performance Bonus 50% 25% 25% 60% 40% Time-based RSUs Financial PSUs Relative TSR PSUs Revenue Non-GAAP EBIT 48 % At Risk Pay 1. Named executive officer ("NEO") compensation pay mix represents our Chief Financial Officer ("CFO"), Mr. Gary Merrill. 8 COMMVAULT SYSTEMS, INC. | 2024 PROXY STATEMENT Table of Contents PROXY SUMMARY | ENVIRONMENTAL, SOCIAL, AND GOVERNANCE DEVELOPMENTS Environmental, Social, and Governance Developments CLIMATE ACTION AND RESILIENCY At Commvault, we are committed to understanding the impact of our operations on the environment to mitigate our exposure to climate induced events. We strive to be a partner in resilience to our employees, partners, suppliers, and shareholders to create a more sustainable world for all. This past year, Commvault's ESG team adopted a dynamic materiality assessment process to better align with the pace of change in environmental realities and completed an inaugural GHG emissions assessment. HUMAN CAPITAL MANAGEMENT We recognize our people as the cornerstone of our enduring success. We invest in their well-being through a comprehensive approach to human capital management, centered around

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