UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Commvault Systems, Inc.

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Notice of 2022 Annual

Meeting of Stockholders

Proxy

Summary

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 July 1, 2022.

MEETING AGENDA

Proposal		Board’s voting recommendation						For more information
Election of directors						FOR each nominee		Page 10
Advisory vote on executive compensation						FOR		Page 29
Ratification of independent auditors						FOR		Page 49
Approval of additional shares under the 2016 Omnibus Incentive Plan						FOR		Page 51

Election of Directors

The following table shows information about our directors and director nominees. All our directors and nominees are independent except Mr. Mirchandani, Commvault’s President and Chief Executive Officer.

												Committees
		Age				Director Since				Occupation and Background		Audit		Nominations and     Governance		Operating		Talent Management and     Compensation
NOMINEES
Nicholas Adamo, Chair of the Board			58				2018			Former Senior Vice President of the Americas, Cisco Systems
Martha H. Bejar			60				2018			Senior Partner, Dagrosa Capital LLC and Chief Executive Officer of Red Bison Advisory Group, LLC
Keith Geeslin			69				1996			Partner, Francisco Partners
Vivie “YY” Lee			55				2018			Senior Vice President and Chief Strategy Officer, Anaplan
Sanjay Mirchandani			58				2019			President and Chief Executive Officer, Commvault Systems
David F. Walker			68				2006			Former Director of the Accountancy Program and the Program for Social Responsibility and Corporate Reporting, University of South Florida St. Petersburg
CONTINUING DIRECTORS
R. Todd Bradley			64				2020			Operating Partner, One Equity Partners
Charles Moran			67				2018			Founder and former Chief Executive Officer and President, Skillsoft Plc.
Allison Pickens			37				2020			Former Chief Operating Officer, Gainsight
Arlen Shenkman			51				2020			Former Executive Vice President and Chief Financial Officer, Citrix Systems, Inc.
Number of Directors												3		3		3		3

Committee Chair

Committee Member

Diversity and Tenure Among the Ten Directors

Fiscal 2022 Financial Highlights

Focused and Thoughtful Board Refreshment

Eight of our ten directors have joined the Board in the past four years, increasing the Board’s diversity and range of expertise.

Fiscal 2022 was a successful year for Commvault, with notable increases in revenues, GAAP and non-GAAP income from operations, and GAAP and non-GAAP diluted earnings per share.

Governance Highlights

Commvault is committed to excellence in corporate governance. We have recently strengthened several of our policies and practices to demonstrate this commitment, including those summarized below.

Independent Board leadership. Our Board is led by an independent chairman so our President and Chief Executive Officer can focus on his executive leadership role.

Clawback policy. In 2021, we implemented a “clawback” policy for cash and equity incentive awards. This policy allows us to recoup compensation if Commvault is required to prepare a financial restatement, without regard to whether the restatement is caused by wrongdoing, negligence, or misconduct.

Hedging policy. We have a policy that prohibits our employees, officers, and directors from engaging in any hedging transactions with regard to Commvault common stock.

Proxy access. Our Amended and Restated Bylaws include a “proxy access” provision that provides stockholders with the ability to nominate director candidates to be included in our proxy materials.

Leadership diversity. Our Board has adopted Corporate Governance Guidelines that includes an express policy to prioritize diversity. Our Board appointments reflect these considerations. Since Mr. Mirchandani joined Commvault in 2019, we have welcomed three women to our executive team and a third woman to our Board. Our Board participated in our employee diversity and inclusion initiatives for Pride month, including director Ms. YY Lee sharing her insights on the industry with a focus on allyship, inclusion in the workplace, and individuality as a key to success.

Cybersecurity. Leveraging his 20 years of experience in security program transformation, Mr. Javier Dominguez now leads our cybersecurity strategy as our Chief Information Security Officer. The Board provides oversight of the Company’s cybersecurity and compliance programs.

Compliance program. We have expanded our compliance program under the leadership of a Director of Compliance. Under the Chief Legal and Compliance Officer and in conjunction with the new Chief Information Security Officer, the Director of Compliance monitors and implements compliance training regarding our policies relating to sanctions, data privacy, cybersecurity, anti-harassment, modern slavery act, background checks, confidentiality, business continuity, equal employment, and anti-corruption. The goal of the compliance program is to meet the needs of our customers and partners in an ever-changing regulatory compliance landscape.

We believe these changes and practices represent strong corporate governance measures that are in the best interests of our company and its stockholders.

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 (and, for some executives, individual) performance.

Corporate Social Responsibility Developments

Human Rights   We are proud to be part of the United Nations’ Business Avengers Program, which unites global companies in a commitment to help deliver on the Sustainable Development Goals that have been agreed to by UN nations. For X years, Commvault has supported goal No. 12, Responsible Consumption and Production.						Governance   In 2021, we amended the charter for the Board’s Nominations and Governance Committee to give that committee direct responsibility for overseeing and providing direction for Commvault’s corporate social responsibility and sustainability programs and efforts.				Global Philanthropy   Commvault matched employees’ donations to the International Rescue Committee dollar-for-dollar in support of Ukrainian refugees.

Proposal No. 1:

Election of Directors

Our Board of Directors was historically divided into three classes. Two years ago we began a three-year process of de-classifying our Board. At the upcoming annual meeting, six nominees—from classes I and III—will stand for re-election to one-year terms. Beginning with the 2023 Annual Meeting, all directors will be elected annually, and the Board will no longer be divided into classes.

If you sign, date and return your proxy card, the individuals named as proxy voters on the proxy card for our 2022 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.

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 rules 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, 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 committee, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that all members, other than Mr. Mirchandani, are independent.

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  BOARD DIVERSITY

Board Diversity

The Board of Directors has adopted a policy on Board diversity that is implemented by the Nominations and Governance Committee. This policy requires the Nominations and Governance Committee to consider gender, race, and ethnicity when recommending director nominees, as well as diversity in professional experience, skills, business knowledge, training and understanding of Commvault’s business environment when recommending nominees to the Board. Our objective is to achieve a board composed of members whose individual backgrounds collectively provide a portfolio of experience and knowledge that will serve Commvault’s governance and strategic needs.

The diverse personal characteristics of our directors are shown in the graphics below.

Diversity Matrix (As of July 1, 2022)

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  NOMINEES FOR ELECTION

Nominees for Election

Class I Directors Whose Three-Year Terms Expire in 2022

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  NOMINEES FOR ELECTION

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  NOMINEES FOR ELECTION

Class III Directors Whose One-Year Terms Expire in 2022

Independent   Age: 69   Director since 1996   Committees: Talent Management and Compensation (chair)		Keith Geeslin   Professional Background   Mr. Geeslin has been a partner at Francisco Partners, a global private equity firm, since 2004. Before joining Francisco Partners, 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’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 company’s industry. Originally representing one of our company’s initial investors, Mr. Geeslin has a long history with Commvault and its management, providing continuity to Board deliberations. Mr. Geeslin’s experience on other public company boards is also valuable to the Board.   Other Public Company Boards   •  Synaptics, Inc. (since 1986)
Independent   Age: 55   Director since 2018   Committees: Talent Management and Compensation, Nominations and Governance		Vivie “YY” Lee   Professional Background   Ms. Lee served as Senior Vice President and Chief Strategy Officer of Anaplan, a SaaS software company, from 2018 until October 2021. Prior to joining Anaplan, Ms. Lee served as Chief Executive Officer for FirstRain, a business analytics platform company, from 2015 until 2018, and as Chief Operating Officer for ten years before that. Earlier in her career, Ms. Lee served as General Manager of Worldwide Services at Cadence Design Systems. In that position, she merged several services divisions into an industry-leading advanced technology operation. She held P&L responsibility for the business, spanning research and development, go-to-market, sales, and support across global regions including the US, UK/EU, India, China, and Japan. Before Ms. Lee’s tenure at Cadence, she co-founded Aqueduct Software, an enterprise-class software development solution for automating application data collection, profiling, and analysis during iterative development, testing, 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. Ms. Lee began her career at Bell Labs and has also worked at Synopsys and 8x8 (formerly Integrated Information Technology, Inc.) in various product management roles.   Qualifications   Through her tenures at numerous start-up and mature technology companies, Ms. Lee 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)

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  NOMINEES FOR ELECTION

Age: 58   Director since 2019   Committees: None		Sanjay Mirchandani   Professional Background   Mr. Mirchandani has been the President and Chief Executive Officer of Commvault since joining the company in February 2019. Previously, Mr. Mirchandani served as the Chief Executive Officer of Puppet, Inc., an Oregon-based IT automation company from 2016-2019. Before joining Puppet, Mr. Mirchandani was Corporate Senior Vice President and General Manager of Asia Pacific and Japan at VMware, Inc. from 2013 to 2016. From 2006 to 2013, Mr. Mirchandani served as EMC Corporation’s Chief Information Officer and led its Global Centers of Excellence. Prior to that, Mr. Mirchandani held various positions at Microsoft Corporation and Arthur Andersen LLP.   Qualifications   Mr. Mirchandani brings a wealth of international business, software and SaaS experience from a rich background in technology and IT leadership. As a former CIO, he has unique experience helping CIOs and IT leaders manage the collision occurring between IT and Security. As our Chief Executive Officer, 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 functioning of the Board.
The Board of Directors recommends that you vote FOR each of the director nominees.   Continuing Directors   Class II Directors Whose Terms Expire in 2023
Independent   Age: 64   Director since 2020   Committees: Talent Management and Compensation, Operating		R. Todd Bradley   Professional Background   Mr. Bradley has been an Operating Partner at One Equity Partners since 2020. He previously served as the Chairman and Chief Executive Officer of Mozido, a cloud-based mobile payment provider, from 2015 to 2017. Prior to that, Mr. Bradley served as the President of TIBCO Software Inc., a provider of infrastructure and business intelligence software, from June 2014 until it was acquired in December 2014. From 2005 to 2014, Mr. Bradley served in a variety of roles at HP Inc., a technology company offering computers and printing products and related services, including Executive Vice President, Strategic Growth Initiatives from 2013 to 2014. Earlier in his career, Mr. Bradley served as President and CEO of Palm, Inc., a personal digital assistant and smartphone manufacturer, which was later acquired by HP.   Qualifications   With decades of experience in the technology industry, Mr. Bradley has significant expertise leading global technology companies as a senior executive and director, particularly as they adapt to large-scale technological and competitive changes. He also has significant leadership, finance, digital, marketing, and software experience.   Other Public Company Boards   •  Mattel, Inc. (since 2018) •  Eastman Kodak Company (2017 to 2020) •  TrueCar Inc. (2013 to 2016)

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  NOMINEES FOR ELECTION

Independent   Age: 67   Director since 2018   Committees: Audit, Operating		Charles “Chuck” Moran   Professional Background   Mr. Moran is the founder of Skillsoft Plc., and served as its Chief Executive Officer and President from 1998 until his retirement in 2015. He served as Chairman of the Board for Skillsoft from 1998 to 2002, as a director from 2002 to 2006, and resumed his service as Chairman from 2006 to 2010. Upon Skillsoft’s privatization in 2010, Mr. Moran served as a director until 2015, and as Chairman from 2015 to 2016. He now serves as a director and advisor to various private companies and private equity firms. Before forming Skillsoft, Mr. Moran was the President and Chief Executive Officer of NETg National Education Training Group, a computer-based information technology training company, from 1995 to 1997. Prior to NETg, Mr. Moran was the Chief Financial Officer and Chief Operations Officer of Softdesk, Inc., where he helped lead the company’s successful initial public offering. Earlier in his career, Mr. Moran held senior-level sales and marketing positions at Insite Peripherals, Inc. and Archive Corporation.   Qualifications   With more than two decades of experience working with technology companies, Mr. Moran has an in-depth understanding of the industry and expertise in critical areas including operations, finance, sales, marketing, and cloud/SaaS software. Mr. Moran’s various board memberships also give him financial expertise that he deploys to great benefit as a member of our Audit Committee. The Board has determined that he is an audit committee financial expert.   Other Public Company Boards   •  Manhattan Associates, Inc. (since 2017) •  Intapp Inc. (since 2019) •  Duck Creek Technologies (2016-2022)
Independent   Age: 37   Director since 2020   Committees: Nominations and Governance		Allison Pickens   Professional Background   Ms. Pickens is the founding General Partner of The New Normal Fund, LP, a venture capital fund focused on SaaS businesses, a director at dbt Labs, Inc., a venture-backed data transformation company, 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 the Executive-in-Residence at Bessemer Venture Partners. 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 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, which earned her recognition as one of the Top Women Leaders in SaaS in 2018 by The Software Report. 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.

PROPOSAL NO. 1: ELECTION OF DIRECTORS  |  NOMINEES FOR ELECTION

Independent   Age: 51   Director since 2020   Committees: Operating (chair), Audit		Arlen Shenkman   Professional Background   Mr. Shenkman was Executive Vice President and Chief Financial Officer at Citrix Systems, Inc. from 2019 until March 2022, where he was 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. He joined Citrix from SAP, where he served in many roles, including Executive Vice President and Global Head of Business Development and Ecosystems (2017-2019); Chief Financial Officer of SAP North America, the company’s largest business unit (2015-2017); and Global Head of Corporate Development (2012-2015). During his tenure, Mr. Shenkman led the finance functions across North America, including planning and forecasting, business streamlining, and overall financial management, and led SAP’s corporate development and M&A activities worldwide.   Qualifications   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 role as Chief Financial Officer for Citrix. Due to that experience, the Board has determined that he is an audit committee financial expert. Mr. Shenkman also has significant experience managing large software companies, including in his former roles at Citrix and as CFO of SAP North America, where he was a principal architect of SAP’s rapid transformation into a cloud company. Mr. Shenkman’s substantial record and experience at global SaaS companies make him well qualified to serve as Chair of the Operating Committee.   Other Public Company Boards   •  AspenTech (since 2022)

Majority Vote Standard and Resignation Policy in Director Elections

In uncontested elections, if a quorum is present or represented, directors are elected by an affirmative vote of a majority of the votes cast. If an incumbent director fails to receive the affirmative vote of a majority of votes cast in an uncontested election, such director must promptly tender an irrevocable resignation to the Board which is contingent upon the Board’s acceptance. Within 90 days after certification of the results of the stockholder vote, the Board of Directors will act on the resignation, taking into account, among other things, a recommendation from the Nominations and Governance Committee. We will publicly disclose the Board’s decision whether to accept or reject the resignation, together with an explanation of the process (and the reasons for rejecting the resignation, if applicable). Any director whose resignation is being so considered may not participate in the deliberations of the Nominations and Governance Committee or the Board.

Corporate

Governance

Overview

The Board has adopted comprehensive Corporate Governance Guidelines to define responsibilities, set high standards of professional and personal integrity, and ensure compliance with such responsibilities and standards. The Board of Directors annually monitors developments in the area of corporate governance and reviews the Corporate Governance Guidelines. Some of our significant corporate governance policies and practices are listed below.

CORPORATE GOVERNANCE  |  OVERVIEW

Board Leadership Structure

Our policy is to adopt the leadership structure that best serves Commvault’s needs at any particular time. Currently, our Board has determined that the most effective leadership structure is to have an independent Chairman so our President and Chief Executive Officer can focus on his executive leadership role. Mr. Adamo has served as Chair of the Board since 2019. In this capacity, Mr. Adamo is responsible for presiding at Board meetings and executive sessions, and facilitating communication between Board members and the CEO and other members of senior management. As a member of our Board, Mr. Mirchandani ensures that Board members have a high level of access and visibility regarding Commvault’s business, including Mr. Mirchandani’ s insights and perspectives on our operations, strategy, and future performance.

Board Oversight of Risk

The Board oversees Commvault’s policies and procedures relating to enterprise risk. This involves understanding the risks the Company faces and the steps management is taking to manage those risks, and also considering what level of risk is appropriate for our Company. The Board’s involvement in overseeing Commvault’s business strategy informs its assessment of management’s risk tolerance and its determination of an appropriate level of risk.

The Board of Directors considers risk management to varying degrees regularly at its meetings. The Board adjusts its practices with respect to risk oversight as necessary and involves itself in particular areas or business circumstances where the proper exercise of oversight requires it.

CORPORATE GOVERNANCE  |  BOARD OVERSIGHT OF RISK

While the Board has ultimate oversight responsibility for the risk management process, the Board’s standing committees also have responsibility for risk assessment and risk management with respect to matters in their purview.

CORPORATE GOVERNANCE  |  STOCKHOLDER ENGAGEMENT

How We Choose Directors

The Nominations and Governance Committee is responsible for assessing the appropriate balance of experience, skills, and characteristics required of our Board of Directors and for carrying out adequate due diligence with respect to prospective board members. Generally speaking, we believe the Board should include individuals with skills and experience in the following areas:

The Nominations and Governance Committee will consider nominees that are recommended by current directors, management, or stockholders. Candidates recommended by stockholders will be evaluated in the same manner as candidates identified through other means.

Nominees for director are selected on the basis of diversity, depth and breadth of experience, integrity, ability to make independent analytical inquiries, understanding of our business environment, willingness to devote adequate time to board duties, and the interplay of the candidate’s experience and skills with those of other board members. Our Corporate Governance Guidelines provide that the Nominations and Governance Committee must also consider gender, race, and ethnicity when recommending director nominees, with the objective of achieving a Board with diverse business, personal, and educational backgrounds.

CORPORATE GOVERNANCE  |  BOARD COMMITTEES

Board Committees

The Board of Directors has three standing committees and one ad hoc committee. Each committee operates under a written charter that is available on the “Investor Relations—Corporate Governance Overview” section of our website. The members of all of the committees are independent as defined in the Nasdaq listing standards.

CORPORATE GOVERNANCE  |  BOARD COMMITTEES

Meetings of the Board

During the fiscal year ended March 31, 2022, our Board of Directors held six meetings. Due to the ongoing COVID-19 pandemic, most of these meetings were held virtually. All our directors attended more than 80% of the meetings of the Board of Directors and meetings of the committees of the Board on which they served during the time they served.

The Board of Directors meets in executive session, without management, at every Board meeting. During fiscal year 2022, Mr. Adamo, as the independent Chair of the Board, led these executive sessions and acted as primary spokesperson in communicating matters arising out of these sessions to management.

Because we do not regularly schedule a Board of Directors meeting to coincide with our Annual Meeting, director attendance at our Annual Meeting is encouraged but not required. All our directors attended our 2021 Annual Meeting virtually or in person.

How to Contact Our Board

Stockholders can contact our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:

Corporate Secretary

Commvault Systems, Inc.

1 Commvault Way

Tinton Falls, New Jersey 07724

Email: CorporateSecretary@commvault.com

Communications are distributed to our Board of Directors, or to individual directors as appropriate, depending on the nature of the communication. You may also communicate online with our Board of Directors as a group

CORPORATE GOVERNANCE  |  GOVERNANCE DOCUMENTS

through the Investor Relations section of our website at www.commvault.com. All relevant communications directed to the full Board will be forwarded to the Chair of the Audit Committee or the Chair of the Nominations and Governance Committee, who will determine when it is appropriate to distribute such communications to other members of the Board or to management.

Governance Documents

Our Code of Ethics applies to all our directors and employees, including executives and contractors. The Code establishes our legal and ethical standards of behavior, and supports our commitments to human rights, respectful treatment, and equal opportunity. Employees and interested third parties can report concerns or suspected violations of the Code to Commvault’s Chief Legal and Compliance Officer or Chief People Officer or through Integrity Counts, an anonymous hotline at commvault@integritycounts.ca. The Code and the following additional governance documents are available in the Investor Relations section of our website under “Corporate Governance—Overview”:

Transactions With Related Persons

The Board of Directors recognizes that transactions between the Company and certain related persons present a heightened risk of conflicts of interest. It is our policy to have the Audit Committee review and approve, ratify, or disapprove of proposed transactions or courses of dealings with respect to which executive officers or directors or members of their immediate families have an interest. The Audit Committee reviews any such transaction based upon the applicable SEC rules and our ethics and governance guidelines. There were no related person transactions during the fiscal year ended March 31, 2022.

CORPORATE GOVERNANCE  |  DIRECTOR COMPENSATION

Director Compensation

Annual Cash and Equity Retainers

Our TMCC determines the amount and form of any fees and expense reimbursements that non-employee directors receive for or in connection with their service on Commvault’s Board of Directors. During fiscal 2022, the TMCC engaged an external third-party compensation consultant, Compensia, to provide an assessment of our non-employee director compensation practices, including a peer analysis of practices related to cash compensation, equity compensation, and equity vesting. Based on the results of this analysis, we revised our compensation program to align to the 50^th percentile of the peer group. (For information about our peer group, see “Compensation Discussion and Analysis—How Compensation Decisions are Made—Role of the Peer Group.”)

Compensation earned by our non-employee directors for their service as members of the Board of Directors or any committee of the Board was as follows:

RSUs granted to the non-employee directors are issued under our 2016 Incentive Plan. See “Long-Term Equity Incentive Awards” in the Compensation Discussion and Analysis section below for more information about this plan. We also reimburse our non-employee directors for their reasonable expenses incurred in attending meetings of our Board or Board committees.

CORPORATE GOVERNANCE  |  DIRECTOR COMPENSATION

The following table shows the specific compensation received for services rendered to us by our non-employee directors in fiscal 2022. Mr. Mirchandani does not receive any additional compensation for his service on the Board.

Stock Ownership Guidelines for Independent Directors

We currently require our independent directors to acquire an equity ownership interest in Commvault common stock that is equal to five times their base annual cash retainer by the fifth anniversary of the date they first became a director. The TMCC is satisfied that this level of equity ownership among our independent directors is sufficient to provide motivation and to align the directors’ interests with those of our stockholders. Each independent director who is required to be in compliance with these guidelines owns the requisite amount of stock.

Security Ownership of Certain Beneficial Owners and Management

Management

The following table shows, as of May 31, 2022, the number of shares of our common stock (the only class of voting securities outstanding) beneficially owned by: (1) each current director and nominee for director; (2) each named executive officer (defined below); and (3) all directors and current executive officers as a group. The number of shares of our common stock beneficially owned by a person includes shares of common stock issuable with respect to options, restricted stock units (including performance-based stock units), and convertible securities held by the person that are exercisable, convertible, or will vest within 60 days. The percentage of our common stock beneficially owned by a person assumes the person has exercised all options, vested in all restricted stock units, and converted all convertible securities, that are exercisable, convertible, or will vest within 60 days, and

CORPORATE GOVERNANCE  |  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

that no other person exercised any of their options, vested in any of their restricted stock units, or converted any of their convertible securities. Except as otherwise noted, each individual exercises sole voting power and investment power over the shares of voting securities shown.

On April 28, 2022, Mr. Carolan tendered his resignation as Chief Financial Officer effective July 1, 2022.

CORPORATE GOVERNANCE  |  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Certain Other Stockholders

The following table sets forth, as of May 31, 2022 (except to the extent otherwise indicated), certain information regarding the persons known by us to be the beneficial owner of more than 5% of our outstanding common stock. Except as otherwise noted, each entity exercises sole voting power and investment power over the shares of voting securities shown.

Proposal No. 2:

Advisory Vote on

Executive Compensation

Every year we give stockholders the opportunity to approve, on a non-binding, advisory basis, the compensation of our executive officers as set forth in the following “Compensation Discussion and Analysis.”

Our executive compensation program is designed to attract, motivate, and reward talented executives who possess the skills required to formulate and drive our Company’s strategic direction and operational execution to achieve the results necessary to create stockholder value. Our compensation practices, which balance long-term and short-term awards, are structured to competitively pay for performance, to encourage decision-making aligned with the Company’s long-term interests, and to promote and support our business. We encourage you to read the Compensation Discussion and Analysis for complete details about our executive compensation program, including information about the fiscal year 2022 compensation of our named executive officers.

We are asking stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as “say-on-pay,” is not intended to address any specific item of compensation, but rather the overall executive compensation program and the related philosophy, policies, and practices. We encourage you to vote FOR the following resolution:

“RESOLVED, that the compensation paid to Commvault’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and any related material disclosed in Commvault’s proxy statement, is hereby APPROVED.”

The say-on-pay vote is advisory, and therefore not binding on our Company, the TMCC, or the Board of Directors. However, the Board of Directors and the TMCC value the opinions of our stockholders. If the voting results indicate there is any significant concern about our executive officer compensation program, we will consider those concerns and evaluate whether any actions are necessary to address them.

Because this is a non-binding, advisory vote, there is no specific approval requirement. However, the Board of Directors will consider that the stockholders have approved executive compensation on an advisory basis if this proposal receives the affirmative vote of a majority of the votes cast (in person or by proxy).

The Board of Directors recommends that you vote FOR the approval of Commvault’s executive compensation.

Executive

Compensation

Compensation Discussion and Analysis

This section discusses the compensation of the following individuals, who served as executive officers during the fiscal year ended on March 31, 2022 (the “named executive officers”).

Executive Summary

We believe the skill, talent, judgment, and dedication of our executive officers are critical to Commvault’s long-term value. Therefore, our objective in setting compensation policies for our named executive officers is to align pay with performance, while at the same time providing fair, reasonable, and competitive compensation that will allow us to attract, retain, and reward superior executive talent. The TMCC strongly believes that executive compensation should align our executive officers’ interests with those of our stockholders by rewarding achievement of specific annual, long-term, and strategic company goals, with the ultimate objective of enhancing long-term stockholder value.

Leadership Change

Mr. Carolan, who has served as Commvault’s Chief Financial Officer since 2012, announced in April that he would step down from this position effective July 1. The Board named Gary Merrill, Commvault’s Chief of Business Operations, as the new CFO, and he has been working with Mr. Carolan to ensure a smooth transition.

Pay for Performance

We believe our executive compensation program has been designed to effectively pay for performance and is aligned with increasing the long-term value of the Company. As shown in the charts below, there is a correlation between our performance and the compensation paid over the past five fiscal years to our CEOs.

CEO Pay-for-Performance

Mix of Compensation Elements

Our fiscal 2022 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 named executive officers in fiscal 2022 consisted of incentive awards, particularly long-term equity incentive awards. The TMCC believes that emphasizing equity-based compensation creates a strong incentive for our executives to build sustainable long-term stockholder value.

Prior Stockholder Advisory Vote on Named Executive Officer Compensation   In light of the 2021 say-on-pay vote, in which 97% of the votes cast were in favor of our executive compensation program, the TMCC maintained a consistent general approach for fiscal year 2022. In particular, the TMCC continued to emphasize pay-for-performance through the use of performance share awards that reward our executive officers only if they deliver value for our stockholders. The TMCC will continue to consider input from our stockholders when making compensation decisions for our executive officers.

CD&A  |  COMPENSATION PHILOSOPHY AND OBJECTIVES

Compensation Philosophy and Objectives

As a technology company, we operate in an extremely competitive and rapidly changing industry. When setting compensation policies for our executive officers, the TMCC strives to align pay with performance; to provide fair, reasonable, and competitive compensation that will allow us to attract, retain, and reward superior executive talent; and to align our executive officers’ interests with those of our stockholders by rewarding achievement of specific annual, long-term, and strategic goals. To that end, the compensation opportunities provided to our executive officers include a mix of both cash and equity elements that reward performance as measured against pre-established goals and objectives. The specific goals that our current executive compensation program rewards are focused primarily on revenue growth and profitability, as the TMCC believes those measures are the most direct drivers of long-term stockholder value creation.

Decisions with respect to the total compensation for our executive officers are based primarily upon an assessment of each individual’s performance and potential to enhance long-term stockholder value. Often, the TMCC relies on judgment rather than rigid guidelines or formulas in determining the amount and mix of compensation for each executive officer. Factors affecting such judgment include performance compared to strategic goals established at the beginning of the year, the nature and scope of each executive’s responsibilities, and whether the executive conducts all activities in a manner consistent with our core Company values.

COVID-Related Adjustments to Our Compensation Program

As the pandemic stabilized during fiscal year 2022, we were able to return to granting the types of awards, with the associated performance metrics and time horizons, that we had typically granted in pre-pandemic years. In May 2021, our TMCC approved several changes to the design of our short-term and long-term incentive compensation programs for fiscal 2022, including:

The TMCC will continue to monitor the design of our incentive compensation programs in the context of the COVID-19 pandemic or other extraneous macro events as well as the continuing maturity of our business, expectations of our stockholders, and market practice among our peers.

How Compensation Decisions are Made

Role of the Talent Management and Compensation Committee

The TMCC is responsible for setting the compensation of our CEO and for reviewing and approving our CEO’s recommendations regarding the compensation of our other executive officers.

Role of Executive Officers

Each year, the Chief Executive Officer reviews the performance and compensation of each of the executive officers and makes recommendations to the TMCC with respect to their compensation for the coming year. In addition, our CEO, Chief Financial Officer, and Chief Human Resources Officer support the TMCC in its work by providing information relating to our financial plans and personnel-related data.

CD&A  |  HOW COMPENSATION DECISIONS ARE MADE

Role of the Compensation Consultant

The TMCC has authority under its charter to engage outside advisors and experts for advice as appropriate. During fiscal year 2022, 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 rules (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.

Role of the Peer Group

During fiscal 2022, 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:

CD&A  |  FISCAL YEAR 2022 COMPENSATION DECISIONS

Fiscal Year 2022 Compensation Decisions

Base salary

The TMCC generally compares our executive officer base salaries to the 30th—80th percentile of the competitive market data in the analysis prepared by its compensation consultant. The TMCC considers this range, allowing for base salaries to be set at the upper end of the range where appropriate, because executive compensation in the technology industry is intensely competitive and some of our competitors are larger organizations that can provide generally larger compensation packages than organizations of our size. Due to the intense competition to attract and retain talent, the TMCC believes it is appropriate to target the base salaries of our executive officers at these levels. We believe our base salaries are competitive.

Typically, base salary levels are reviewed annually as part of our performance review process, as well as upon a promotion or other change in job responsibility. In addition to considering the competitive market analysis when setting base salaries for fiscal 2022, the TMCC also evaluated the scope of, and accountability associated with, each executive officer’s position and the overall experience of each executive officer. The table below shows the fiscal 2021 and 2022 base salary rates for each named executive officer.

Annual Incentive Plan

During fiscal 2022, Messrs. Mirchandani, Carolan, and Di Blasio each participated in the Commvault Annual Incentive Plan (the “Fiscal 2022 AIP”), which made them eligible to earn a cash bonus based on achievement of pre-established corporate financial goals.

Target Annual Cash Incentive Opportunities

The TMCC approved target cash incentive opportunities for the named executive officers in May 2021 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 (in the case of Mr. Carolan), and the overall experience of each executive officer. Mr. Di Blasio was evaluated against certain quarterly (rather than annual) goals and had more upside potential for one metric (revenue), as discussed below.

The target cash incentive opportunities were as follows:

Cash bonus payments under the Fiscal 2022 AIP could range from zero to 200% of target.

CD&A  |  FISCAL YEAR 2022 COMPENSATION DECISIONS

Performance Measures

In May 2021, the TMCC selected total revenue (weighted 60%) and non-GAAP EBIT (weighted 40%) as the performance metrics for the Fiscal 2022 AIP. Commvault has used these performance metrics for the annual cash incentive plan for six years (though the weightings have varied). 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 2022 AIP, the TMCC set the various performance levels for these performance metrics and payout amounts for each performance level as shown below.

For Messrs. Carolan and Mirchandani

If actual performance falls between the specified goals, the payout percentage is calculated on a linear basis.

For Mr. Di Blasio

Because Mr. Di Blasio is our Chief Revenue Officer, the TMCC believes he should have different targets and multipliers that emphasize the revenue metric. Specifically, Mr. Di Blasio had four independent quarterly revenue goals that, in the aggregate, were the same amount as the annual goal for the other named executive officers. In addition, he was entitled to a payout of 240% for maximum performance (rather than the maximum of 200% for the other named executive officers). Since Mr. Di Blasio 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 named executive officers might vary.

In keeping with the quarterly schedule for Mr. Di Blasio’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 named executive officers. However, for each of the first three quarters of the AIP performance period, Mr. Di Blasio 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. Thus, Mr. Di Blasio’s aggregate payout related to non-GAAP EBIT was the same as the payout earned by the other named executive officers.

Fiscal 2022 Annual Cash Incentive Plan Decisions

In May 2021, the TMCC determined that our achievement for the revenue and non-GAAP EBIT portions of the Fiscal 2022 AIP resulted in a payout equal to 100.12% of target for Messrs. Mirchandani and Carolan.

The payout for Mr. Di Blasio was 128.34% because Commvault significantly exceeded the revenue target in the third quarter, and outperformed target (but to a lesser extent) in the first and fourth quarters.

CD&A  |  FISCAL YEAR 2022 COMPENSATION DECISIONS

As a result, the named executive officers received the annual incentive bonuses shown below.

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, 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 2021, 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 awards granted to our named executive officers in May 2021 were provided in three forms, and subject to the terms and conditions shown below.

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.

CD&A  |  FISCAL YEAR 2022 COMPENSATION DECISIONS

Taking into consideration market data and the performance of individual executive officers, the TMCC approved the following equity award grants for our named executive officers:

In determining the number of shares granted to each named executive officer, 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.

Relative TSR PSU Awards

The Relative TSR PSU awards granted to our named executive officers in fiscal 2022 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:

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 named executive officers. 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.

Our performance and the resulting payouts for Relative TSR PSUs have varied significantly over the past five years.

Performance Vesting RSUs—Total Shareholder Return (TSR)