Commvault Systems (CVLT) Proxy Filing summary

Executive summary

• Fiscal 2024 saw 7% total revenue growth to $839 million, with 23% growth in subscription revenue and 15% ARR growth to $770 million; SaaS platform ARR reached $168 million and over 5,000 customers.

• Non-GAAP EBIT margin was 21.1%, with $184 million (92% of free cash flow) returned to stockholders via share repurchases; stock price rose 79% from fiscal 2023.

• The company aspires to reach $1 billion in total ARR by fiscal 2026.

Voting matters and shareholder proposals

• Stockholders will vote to elect nine directors for one-year terms, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as independent auditors for fiscal 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eight of nine directors are independent; all directors except the CEO are independent.

• Board diversity policy considers gender, race, and ethnicity; current board includes three women and representation from multiple ethnic backgrounds.

• Board committees (Audit, TMCC, Nominations and Governance, Operating) are fully independent; committee chairs rotate every five years.

• Majority vote standard for director elections; directors must tender resignation if not elected by majority.

• Code of Ethics, Human Rights Policy, and Supplier Code of Conduct are in place and reviewed annually.