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Commvault Boardroom Shakeup: Starboard Seeks Data Protection Margin Boost


Commvault has made three boardroom seat changes and will seek improved profit margins amid pressure from activist investor Starboard, which owns roughly 9.3 percent of the data protection technology company.

The Commvault boardroom changes come roughly two months after Starboard launched a proxy fight for the company. Around the same time, Commvault adopted a poison pill shareholder rights plan to fend off potential hostile bids.

The three new board members have extensive SaaS, digital transformation and M&A experience -- with backgrounds that include key posts at Bain Capital, Citrix Systems, HP, SAP and Tibco, among other well-known companies. The boardroom changes essentially end Starboard's proxy fight for the company.

Commvault was late to the cloud-centric data protection market, though the company has made some progress with various solution and SaaS service launches over the past year. But the market is packed with data protection rivals -- most of which have pushed hard to offer SaaS-oriented services to MSPs and IT solutions providers. Key rivals include Acronis, Cohesity, Datto, OpenText's Carbonite division. Rubrik, StorageCraft, Veeam and Veritas, among many others.

Commvault: Boardroom Changes Explained

As part of the agreement between Commvault and Starboard disclosed today:

  • Three new independent directors -- Todd BradleyAllison Pickens and Arlen Shenkman -- join Commvault's board of directors on June 7, 2020.
  • Alan BunteFrank 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 BradleyCharles 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. BradleyCharles Moran and Mr. Shenkman, with Mr. Shenkman serving as Chair.

Commvault's New Board Members: A Closer Look

Arlen Shenkman
Arlen Shenkman
Allison Pickens
Todd Bradley

The new Commvault board members arrive with the following expertise and experience, according to biographies on the data protection company's website.

  • 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..

Commvault Data Protection Business Evolution

Sanjay Mirchandani, CEO, Commvault

Commvault over the past two-plus years has been pushing hard into cloud and recurring revenue subscription services.

The business transformation remains a work in progress. Commvault revenue was $176.4 million for the third quarter of fiscal 2020, down 4 percent year-over-year, the company disclosed in January 2020. Net income was a $650,000 loss, competed to a $13.4 million profit in the corresponding quarter one year earlier.

During the quarter, Commvault launched a new SaaS offering (called Metallic) and integrated the Hedvig software-defined storage acquisition into its business, Mirchandani noted at the time. Also, subscription-type services surged during the quarter.

Commvault Boardroom Changes: Executive Perspectives

Jeffrey Smith, CEO, Starboard Value
Nicholas Adamo

In a prepared statement about the changes, Commvault Chairman Nicholas Adamo said:

"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.

Starboard CEO Jeff Smith concluded:

"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."

Joe Panettieri

Joe Panettieri is co-founder & editorial director of MSSP Alert and ChannelE2E, the two leading news & analysis sites for managed service providers in the cybersecurity market.