Commvault Systems (CVLT) 8-KCommvault Names Company Veteran Gary Merrill as Chief Commercial Officer and Appoints Toast Executive Jennifer DiRico as Chief Financial Officer

On June 21, 2024, Commvault Systems, Inc. (the “Company”) appointed Ms. Jennifer DiRico as Chief Financial Officer, effective August 12, 2024.

Since December 2023, Ms. DiRico age 39, has served as Senior Vice President & General Manager, International at Toast, Inc (“Toast”). Ms. DiRico, who was integral to Toast’s initial public offering in 2021, served in a series of leadership positions within Toast since May 2016, including Senior Vice President & Head of Finance, and Chief of Staff. Prior to that, Ms. DiRico served in finance leadership positions with Nuance Communications from 2014 to 2016. She obtained her Masters of Business Administration from Simmons College and Bachelor of Business Administration from the University of Miami.

In connection with Ms. DiRico’s appointment, the Company and Ms. DiRico entered into an Offer Letter, dated June 21, 2024 (the “CFO Offer Letter”). Under the terms of the CFO Offer Letter, Ms. DiRico will receive an annual base salary of $450,000, an equity award with a target value of $6,000,000 of common stock of the Company, which is comprised of restricted stock units and performance share units. Further, the CFO Offer Letter provides that Ms. DiRico is eligible to receive an annual variable compensation award, based on attainment of various objectives, with an annualized target value of $315,000. Ms. DiRico is also eligible to participate in the standard package of benefits made available by the Company to its full-time employees from time-to-time, including long-term service-based and performance-based incentive awards.

The foregoing description of the CFO Offer Letter is not complete and is qualified in its entirety by reference to the full text of the CFO Offer Letter, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Further, on June 21, 2024 and in connection with her appointment, the Company and Ms. DiRico entered into the Executive Retention Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference (the “ERA”). The terms of the ERA are the same as the Executive Retention Agreement with Gary Merrill, dated July 27, 2022, and filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2022, and as described in the Company’s Definitive Proxy Statement on Schedule 14A, filed on June 25, 2024, which description is incorporated herein by reference.

There are no family relationships between Ms. DiRico and any director or executive officer of the Company, and Ms. DiRico has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. DiRico and any other person pursuant to which she was elected as an officer of the Company.

A copy of the press release announcing Ms. DiRico’s appointment is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On August 12, 2024, Mr. Gary Merrill will assume his role as Chief Commercial Officer. The Company and Mr. Merrill entered into an Offer Letter, dated July 5, 2024 (the “CCO Offer Letter”). Under the terms of the CCO Offer Letter, Mr. Merrill will continue to receive his annual base salary of $460,000 and is eligible for a variable compensation award paid quarterly, based on attainment of various objectives, with an annualized target value of $460,000. Mr. Merrill is eligible for annual equity grants, subject to Board approval, and participates in the standard package of benefits as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 25, 2024.

The foregoing description of the CCO Offer Letter is not complete and is qualified in its entirety by reference to the full text of the CCO Offer Letter, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Further, the Company and Mr. Merrill entered into an Amended and Restated Executive Retention Agreement, dated May 31, 2024, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.