Three New Independent Directors at CommVault

Commvault Systems, Inc. entered into an agreement with Starboard Value LP and its affiliates, an investment firm which owns approximately 9.3% of its outstanding common stock.

As part of the agreement, 3 new independent directors, Todd Bradley, Allison Pickens and Arlen Shenkman, will join Commvault’s board of directors, effective June 7, 2020.

In addition, 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, which the company has agreed to announce publicly no later than its earnings announcement for the quarter ended December 31, 2020.

The operating committee will be comprised of Bradley, Charles Moran and Shenkman serving as chairman.

“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,” said Nicholas Adamo, chairman of the board. “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.”

Jeff Smith, CEO, Starboard, said: “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.”

In connection with the agreement, Alan Bunte, Frank Fanzilli and Daniel Pulver will be departing the board.

Adamo continued: “On behalf of the entire board, I would like to thank Al, Frank and Dan for their dedicated service and contributions to Commvault. We appreciate their leadership, and we wish them the best.“

With these changes, the board will be comprised of 11 directors, 10 of whom are independent, and the firm will have added a diverse group of 7 new independent directors since 2018.

Pursuant to the agreement, Starboard agreed to withdraw its director nominations previously submitted to the company and support the board’s full slate of directors at the 2020 annual meeting. It also agreed to abide by customary standstill provisions and voting commitments. The complete agreement will be filed by with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K.

Centerview Partners LLC is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Commvault.

Todd Bradley  
He has leadership, finance, digital, marketing, technology and software experience. He previously served as the chairman and CEO of Mozido, a cloud-based mobile payment provider, from October 2015 to May 2017. Prior to that, he served as the president of TIBCO Software Inc., a provider of infrastructure and business intelligence software, from June 2014 until it was acquired by Vista Equity Partners in December 2014. From 2005 to April 2014, he served in a variety of roles at HP Inc., manufacturer of computers and printing products, along with related technologies solutions and services, including most recently as EVP, strategic growth initiatives from June 2013 to April 2014. Earlier in his career, he served as president and CEO of Palm, Inc., a personal digital assistant and smartphone manufacturer, later acquired by HP.

He is currently a member of the board of Eastman Kodak Company and Mattel, Inc. Previously, he served as a member of the board of TrueCar Inc.

He holds a B.S. from Towson University.

Allison Pickens
She is a technology executive with experience driving growth and strategic transformation initiatives at SaaS companies. She most recently served as COO and previously held other executive roles at Gainsight, a SaaS company, from 2014 to 2020. She is the co-author of the book The Customer Success Economy, published by Wiley in spring 2020. She previously worked at Bain Capital Private Equity, where she evaluated investments in a range of industries, and Boston Consulting Group, where she was a management consultant to both public and private companies.

She is a member of the board 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. She also has served as an executive-in-residence at Bessemer Venture Partners, advising portfolio companies on how to grow and retain subscription revenue. Previously she served as a member of the board of eCompliance, a privately-funded SaaS company, until its acquisition by Alcumus.

She has an MBA from the Stanford University Graduate School of Business and a B.A. from Yale University.

Arlen Shenkman
He 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, Inc., where he is 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 in September 2019 from SAP, where he most recently served as EVP and global head of business development and ecosystems. Prior to that role, he served as CFO of SAP North America, the company’s largest business unit. He previously served as global head of corporate development for SAP and was a principal architect of SAP’s transformation into a cloud company.

He has a J.D. from the University of Miami School of Law, an M.B.A. from the Fox School of Business at Temple University, and a bachelor’s degree in political science from George Washington University.