CommVault Systems (CVLT) Enters Agreement With Starboard Value And Announces 3 New Directors

By Annie Baker • Jun 9, 2020
  • Enterprise software company CommVault Systems, Inc. (NASDAQ: CVLT) announced that it entered into an agreement with Starboard Value with 3 new directors

Enterprise data protection company CommVault Systems, Inc. (NASDAQ: CVLT) announced that it entered into an agreement with Starboard Value LP and its affiliates, an investment firm that owns approximately 9.3% of Commvault’s outstanding common stock. As part of the agreement, three new independent directors joined Commvault’s Board of Directors. The new directors include Todd Bradley, Allison Pickens, and Arlen Shenkman.

Bradley previously served as the Chairman and Chief Executive Officer of Mozido — which is a cloud-based mobile payment provider — from October 2015 to May 2017. Before that, Bradley served as the President of TIBCO Software from June 2014 until it was acquired by Vista Equity Partners in December 2014. Between 2005 and April 2014, Bradley also served in a variety of roles at HP Inc., including most recently as Executive Vice President, Strategic Growth Initiatives from June 2013 to April 2014. Earlier in his career, Bradley served as President and CEO of Palm, Inc. (acquired by HP).

Pickens is a technology executive with significant experience driving growth and strategic transformation initiatives at SaaS companies. Pickens most recently served as Chief Operating Officer and previously held other executive roles at Gainsight from 2014 to 2020. And she is the co-author of the book The Customer Success Economy (published by Wiley in spring 2020). Plus Pickens previously worked at Bain Capital Private Equity where she evaluated investments in a range of industries and Boston Consulting Group.

Shenkman has substantial experience helping lead large-scale business transformations for growth of SaaS and working with companies that specialize in complex-cloud environments and enterprise application software. Currently, he is Executive Vice President and Chief Financial Officer 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. And he joined Citrix in September 2019 from SAP where he most recently served as Executive Vice President and Global Head of Business Development and Ecosystems. Before that role, Shenkman served as Chief Financial Officer of SAP North America.

And 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. CommVault agreed to announce publicly no later than the company’s earnings announcement for the quarter ended December 31, 2020. And the operating committee will be comprised of Bradley, Shenkman, and Charles Moran. Shenkman will serve as Chair.

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

With these changes, Commvault’s Board will be comprised of 11 directors — 10 of whom are independent. And Commvault will have added a diverse group of seven new independent directors since 2018.

 

Key Quotes:

“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.”

“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.”

-Nicholas Adamo, Chairman of the Commvault Board.

“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,” explained Jeff Smith, Chief Executive Officer of Starboard.