Arlen Shenkman
COMMVAULT SYSTEMSAbout Arlen Shenkman
Independent director of Commvault Systems since July 2020; age 54 in the 2025 proxy. Currently President and Chief Financial Officer at UKG (joined January 2025), formerly President and CFO at Boomi (Feb 2023–Dec 2024), EVP & CFO at Citrix (2019–Mar 2022), and senior executive roles at SAP (2012–2019). Holds a JD (University of Miami), MBA (Temple University – Fox School), and BA (George Washington University). He is independent under Nasdaq standards; the Board has eight of nine independent directors (CEO is the sole non‑independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UKG | President & CFO | Jan 2025–present | Leads finance, capital allocation, IR, M&A |
| Boomi, Inc. (private) | President; previously President & CFO | Feb 2023–Dec 2024 | CIO and CISO reported to him; responsible for cyber |
| Citrix Systems, Inc. | EVP & CFO | 2019–Mar 2022 | Led finance, strategy, IR, M&A |
| SAP | EVP & Global Head of Business Development & Ecosystems; CFO SAP North America; Global Head of Corporate Development | 2012–2019 | Principal architect of SAP’s cloud transformation; led M&A |
| Commvault Systems, Inc. | Director | Jul 2020–present | Operating Committee Chair; TMCC member |
| Prior (Commvault) | Audit Committee member | 2022–2023 | Determined “audit committee financial expert” (historical) |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Technology, Inc. (AspenTech) | Independent Director | 2022–2024 | Service disclosed in CVLT proxy; ceased Board service Mar 12, 2025 via AspenTech 8‑K and market release |
| AspenTech Special Committee | Member | 2024 | Special Committee to evaluate strategic alternatives |
Board Governance
| Governance Aspect | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Committee assignments | Operating (Chair); Audit member | Operating (Chair); TMCC member | Operating (Chair); TMCC member |
| Independence status | Independent director | Independent director | Independent director |
| Board leadership | Independent Chair (N. Adamo) | Independent Chair (N. Adamo) | Independent Chair (N. Adamo) |
| Attendance | — | All directors >90% of meetings | Each director ≥75% of Board and committee meetings |
| Executive sessions | — | At every Board meeting; led by independent Chair | At every Board meeting; led by independent Chair |
| Committee meeting cadence | — | Audit 5; TMCC 7 (+13 unanimous written consents); NGC 4; Operating 4 | Audit 6; TMCC 6 (+13 unanimous written consents); NGC 4; Operating 4 |
Fixed Compensation
| Component | FY2024 Director Program | FY2025 Director Program |
|---|---|---|
| Base cash retainer (non‑employee director) | $42,000 | $42,000 |
| Committee chair retainers | Audit $30,000; TMCC $20,000; NGC/Operating $12,000 | Audit $30,000; TMCC $20,000; NGC/Operating $12,000 |
| Committee member retainers | Audit $15,000; TMCC $10,000; NGC/Operating $5,000 | Audit $15,000; TMCC $10,000; NGC/Operating $5,000 |
| Independent Board Chair | $110,000 | $110,000 |
| Equity retainer (grant value) | $215,000 in RSUs (3,137 RSUs, 8/29/2023) | $215,000 in RSUs (1,530 RSUs, 8/8/2024) |
| Vesting (director RSUs) | Later of 1‑yr anniversary or next annual meeting | Later of 1‑yr anniversary or next annual meeting |
| Arlen Shenkman – Actual Director Compensation | FY2024 (cash, equity) | FY2025 (cash, equity) |
|---|---|---|
| Fees Earned or Paid in Cash | $66,500 | $64,000 |
| Stock Awards (grant‑date fair value) | $214,947 | $214,980 |
| Total | $281,447 | $278,980 |
Notes:
- FY2025 cash total aligns with $42k base + $10k TMCC member + $12k Operating Chair .
- Director equity is time‑based RSUs; directors do not receive options under current program .
Performance Compensation
| Equity Type | Grant Date | Units | Grant‑Date Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director RSUs | Aug 29, 2023 | 3,137 | $214,947 | Later of 1‑yr or next annual meeting | None – time‑based only |
| Director RSUs | Aug 8, 2024 | 1,530 | $214,980 | Later of 1‑yr or next annual meeting | None – time‑based only |
Directors’ equity awards are not tied to financial/ESG performance metrics; performance share programs apply to executives, not non‑employee directors .
Other Directorships & Interlocks
| Organization | Overlap Relevance | Details |
|---|---|---|
| AspenTech | External public board (ended 2025) | Served 2022–2024; ceased March 12, 2025 per AspenTech Form 8‑K; also served on a Special Committee in 2024. No Commvault related‑party transactions disclosed involving AspenTech . |
Expertise & Qualifications
- Deep SaaS, cloud, cybersecurity oversight exposure (CIO/CISO reporting lines at Boomi; cyber included in remit) .
- Material finance/M&A leadership at SAP, Citrix, Boomi, UKG; brings CFO‑level capital allocation and investor relations perspective .
- Legal and business training (JD, MBA) supports governance and risk oversight .
Equity Ownership
| Metric | As of May 31, 2024 | As of May 31, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 10,953 (less than 1%) | 14,090 (less than 1%) |
| Unvested director RSUs outstanding | 3,137 RSUs as of 3/31/2024 (for each director) | 1,530 RSUs as of 3/31/2025 (for each director from 8/8/2024 grant) |
| Director ownership guideline | 5x base cash retainer; all directors required to be in compliance meet guideline | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
- Board effectiveness and roles: Shenkman chairs the Operating Committee and serves on the Talent Management & Compensation Committee (TMCC), positioning him at the center of capital allocation, budgeting, margin targets, earnings guidance, and CEO/NEO pay design and risk oversight . Independence maintained; independent Chair structure enhances oversight .
- Attendance/engagement: No attendance red flags – in FY2025 each director attended at least 75% of Board/committee meetings; FY2024 attendance exceeded 90% for all directors .
- Director pay alignment: Mix emphasizes equity via time‑based RSUs (~$215k/yr) plus modest cash retainers; no director options; caps on independent director awards; structure is consistent with competitive market per Compensia reviews in 2023 and 2024 .
- Ownership alignment: 5x retainer guideline; company states directors required to comply are in compliance; hedging/pledging prohibited, supporting alignment and risk controls .
- Conflicts/related‑party: Company reported no related person transactions in FY2025; no disclosures involving Shenkman; robust related‑party review by Audit Committee .
- Compensation governance signals: Dodd‑Frank/Nasdaq‑compliant clawback policy adopted (executive‑focused); no excise tax gross‑ups; annual say‑on‑pay support was strong (97% approval in 2024; 96% in 2023), indicating positive shareholder sentiment toward pay practices overseen by TMCC (on which Shenkman serves) .
- Risk indicators and red flags: None observed related to Shenkman. Prohibitions on hedging/pledging in place; no Section 16(a) delinquencies for directors noted (one administrative delay cited for CFO onboarding) .
Notes on Insider Trading Activity
- Attempted to retrieve Form 4 activity for “Arlen Shenkman” at CVLT (2021–present) using insider‑trades skill; the source returned unauthorized, so trade history could not be programmatically compiled at this time. However, the FY2025 proxy indicates the Company believes applicable Section 16(a) requirements for directors were complied with (one onboarding delay involved the CFO, not Shenkman) . If desired, we can re‑run the Form 4 aggregation once access is restored.
Appendix: Company Performance Context (context for committee oversight)
- FY2025: Revenue $996M; GAAP EBIT $74M; stock price up 56% vs FY2024 .
- FY2024: Revenue $839M; stock price up 79% vs FY2023 . These results frame Operating Committee focus on profitable growth and capital allocation that Shenkman leads as Chair .