Commvault Boardroom Shakeup: Starboard Seeks Data Protection Margin Boost

• Three new independent directors -- Todd Bradley, Allison Pickens and Arlen Shenkman -- join Commvault's board of directors on June 7, 2020.
• Alan Bunte, Frank Fanzilli and Daniel Pulver are departing the Board.
• The board will create a new Operating Committee, which will oversee the Company's budgeting process and "work with management to establish margin targets and a balanced capital allocation policy for the Company."
• The Operating Committee will be comprised of Bradley, Charles Moran and Shenkman, with Shenkman serving as Chair.
• Commvault will announce the margin targets and allocation policy no later than the Company's earnings announcement for the quarter ended December 31, 2020.
• The Operating Committee will be comprised of Mr. Bradley, Charles Moran and Mr. Shenkman, with Mr. Shenkman serving as Chair.

• Todd Bradley has "significant leadership, finance, digital, marketing, technology and software experience. He was CEO Mozido, a cloud-based mobile payment provider. Earlier, he was president of TIBCO Software Inc., a provider of infrastructure and business intelligence software until it was acquired by Vista Equity Partners. Bradley also held key roles at HP Inc. and had been CEO of Palm, which was later acquired by HP.
• Allison Pickens is a "technology executive with significant experience driving growth and strategic transformation initiatives at SaaS companies." She was COO of Gainsight, a SaaS company. She is the co-author of the book “The Customer Success Economy,” published by Wiley in spring 2020. Earlier, she worked at Bain Capital Private Equity and Boston Consulting Group. She is a member of the Board of Directors of Rainforest QA, a venture-backed SaaS company, and is a member of the Technology Advisory Network at Boston Consulting Group, where she advises on strategic transformations of technology companies.
• Arlen 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 is currently EVP and CFO at Citrix Systems. Earlier, he was SAP's EVP and global head of business development and ecosystems..

• CEO Sanjay Mirchandani arrived in February 2019, and disclosed a three-step business transformation plan in April 2019.
• The company launched Metallic, a venture focused on SaaS backup and recovery solutions.
• And more recently, Commvault unveiled a Customer Care Program to help customers and partners navigate the COVID-19 pandemic. New products and services have also arrived.

"With our industry-leading technology and commitment to innovation, Commvault has significant opportunities for growth and value creation, particularly given the number of companies moving to remote working environments. Today's agreement reflects the Board and leadership team's commitment to realizing these opportunities and our alignment with Starboard on additional directors and actions to support these efforts.

We have been evolving the Board's skill set with an emphasis on experience in software and cloud to advance our transformation. We are pleased to add three highly qualified directors who bring both targeted experience and diversity to the Board. We also expect the new Operating Committee to build on the progress Sanjay Mirchandani has made since being appointed CEO, including important changes to our operating priorities, improvements to our go-to-market strategy and investments in Commvault's technology differentiation.

"We appreciate the collaborative dialogue we have had with Commvault's Board and leadership team. Commvault is an outstanding company. We believe the expertise provided by these new directors and the focus of the Board's Operating Committee will help improve Commvault's profitable growth, return on investment, and enhance value creation."