Sector: Information Technology
COMMVAULT SYSTEMS INC · Meeting: August 6, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Adamo has served since 2018 and CVLT's 3-year stock return of +82.4% outpaces the compensation peer group median by +97.8 percentage points, far exceeding the 65-point threshold needed to trigger a concern, and no other policy flags apply.
Bejar has served since 2018 and the company's strong outperformance versus peers clears all TSR thresholds; she has relevant technology and financial expertise, serves on the audit committee as a qualified financial expert, and no other policy flags apply.
Geeslin has served since 1996 and brings deep technology private equity experience; CVLT's strong peer-relative TSR performance means no TSR trigger fires, and no other policy flags apply.
Lee has served since 2018 with relevant SaaS and technology strategy experience; the company's strong TSR outperformance versus peers clears all policy thresholds and no other flags apply.
Mirchandani has served as CEO and director since 2019; CVLT's 3-year stock return of +82.4% outpaces the peer group median by +97.8 percentage points, well above the 65-point threshold required to trigger a concern for strong positive absolute returns, so no TSR flag applies.
Moran has served since 2018 with extensive SaaS and technology leadership experience; CVLT's peer-relative TSR outperformance is well above the policy threshold and no other flags apply.
Sanders joined in December 2022 and chairs the audit committee with strong financial qualifications including senior finance and internal audit experience at Verizon; CVLT's TSR outperformance versus peers clears all thresholds and no other flags apply.
All seven director nominees receive a FOR vote. CVLT's 3-year stock price return of +82.4% outperforms the company-disclosed compensation peer group median by approximately +97.8 percentage points — far exceeding the 65-point threshold that would trigger a concern for companies with strong positive absolute returns. No directors are overboarded, no attendance issues were disclosed, all committee members meet independence and expertise requirements, and no familial relationships with management were identified.
CEO
Sanjay Mirchandani
Total Comp
$18,811,603
Prior Support
96%%
The prior year say-on-pay vote received 96% support, reflecting broad shareholder approval of the pay structure. The compensation program is heavily performance-oriented: roughly 60% of the CEO's target pay comes from long-term stock awards tied to multi-year performance goals including relative total shareholder return versus the Russell 3000 index and annual recurring revenue targets, with an additional variable cash bonus tied to revenue and profitability — well above the 50-60% variable pay threshold our policy requires. Pay-for-performance alignment is supported by the company's strong 3-year stock return of +82.4%, which substantially outpaces the peer group median, and the incentive plan design includes meaningful, measurable conditions with a robust clawback policy covering both financial restatements and misconduct.
Auditor
Ernst & Young LLP
Tenure
29 yrs
Audit Fees
$3,388,000
Non-Audit Fees
$2,194,000
Ernst & Young has been Commvault's auditor continuously since fiscal year 1998, meaning the relationship is approximately 29 years old — well above the 25-year threshold in our policy that raises independence concerns. Additionally, non-audit fees (tax fees of $1,806,000 plus other fees of $263,000 plus audit-related fees of $125,000 = $2,194,000) represent approximately 65% of core audit fees ($3,388,000), which exceeds the 50% limit our policy sets before the financial relationship becomes large enough to question whether the auditor can remain truly independent from management. Both triggers independently warrant a vote against ratification.
The 2026 Commvault annual meeting ballot contains four proposals: a director slate of seven nominees (all receiving FOR votes based on strong peer-relative stock performance and clean governance profiles), a say-on-pay vote (FOR, given a heavily performance-linked pay structure and 96% prior-year support), auditor ratification (AGAINST, due to a 29-year auditor tenure that exceeds our 25-year independence threshold and non-audit fees representing 65% of audit fees — both above policy limits), and a new equity plan approval (not evaluated under current policy). The primary governance concern is the long-standing auditor relationship with Ernst & Young combined with an elevated non-audit fee ratio that together raise meaningful questions about auditor independence.
13 companies disclosed in 2026 proxy filing
