Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Gary Merrill as Chief Financial Officer
On May 3, 2022, Commvault Systems, Inc. (the "Company") announced that Mr. Gary
Merrill has been appointed Chief Financial Officer and Treasurer, effective July
1, 2022.
Since April 1, 2021, Mr. Merrill, age 47, has served as Chief of Business
Operations for the Company. Prior to that, Mr. Merrill served as Vice President
of Operations from April 2019 through March 2021 and from December 2012 to March
2019 as the Company's Chief Accounting Officer and Vice President of Finance.
Mr. Merrill began his career with Arthur Anderson LLP in its audit practice. He
obtained his Bachelor of Science degree in accounting from Elizabethtown
College.
In connection with Mr. Merrill's appointment, the Company and Mr. Merrill
entered into an Offer Letter, dated April 28, 2022 (the "Offer Letter"). Under
the terms of the Offer Letter, Mr. Merrill will receive an annual base salary of
$410,000 and is eligible for a variable compensation bonus paid annually, at a
target of 60% of base salary. Mr. Merrill 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 Company and Mr. Merrill are in the process of negotiating and entering into
an Executive Retention Agreement as soon as practicable. The Executive Retention
Agreement will be filed as an exhibit to a subsequent quarterly report on Form
10-Q.
The foregoing description of the Offer Letter is not complete and is qualified
in its entirety by reference to the full text, a copy of which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
There are no family relationships between Mr. Merrill and any director or
executive officer of the Company. There are no arrangements or understandings
between Mr. Merrill and any other person pursuant to which he was elected as an
officer of the Company.
Resignation of Brian Carolan as Chief Financial Officer
On April 28, 2022, Mr. Brian Carolan resigned from his position as Chief
Financial Officer and Treasurer of the Company, effective July 1, 2022. The
Company was party to an Executive Retention and Severance Agreement, as amended,
dated October 23, 2018 (the "2018 ERA"). In connection with his departure, and
in addition to the compensation and benefits he is entitled to receive pursuant
to the 2018 ERA and disclosed in the Company's definitive proxy statement for
the 2021 Annual Meeting of Stockholders, the Company and Mr. Carolan entered
into an Agreement and General Release pursuant to which, in exchange for Mr.
Carolan providing ongoing consulting services as requested by the Company, a
standard release of claims against the Company and his agreement not to compete
with the Company, his outstanding equity awards vest in full.
The foregoing description of the Agreement and General Release is not complete
and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by
reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
1 0.1 Offer Letter with Gary Merrill, dated April 28, 2022
10.2 Agreement and General Release with Brian Carolan, dated April 28, 2022
99.1 Press Release dated May 3, 2022
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
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