Chuck Moran
COMMVAULT SYSTEMSAbout Chuck Moran
Independent director at Commvault Systems, Inc. since 2018; age 70; founder and former CEO/President of Skillsoft Plc with deep cloud/SaaS and cybersecurity infrastructure experience; MBA (Suffolk University) and BS (Boston College). He currently serves on Commvault’s Operating Committee and Talent Management & Compensation Committee; previously served on the Audit Committee until January 16, 2025 . The Board has determined all directors other than the CEO are independent under Nasdaq standards; Moran is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skillsoft Plc | Founder; CEO & President | 1998–2015 | Built cloud/SaaS hosting internally; developed cybersecurity capabilities serving highly sensitive U.S. government customers |
| National Education Training Group (NETg) | President & CEO | 1995–1997 | Led a computer-based IT training company |
| Softdesk, Inc. | CFO & COO | Not disclosed | Helped lead successful initial public offering |
| Insite Peripherals, Inc.; Archive Corporation | Senior sales and marketing roles | Not disclosed | Senior-level commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Manhattan Associates, Inc. | Director | Since 2017 | Public company board |
| Intapp, Inc. | Director | Since 2019 | Public company board |
| Clarivate Analytics | Director | 2016–2020 | Prior public board |
| Duck Creek Technologies | Director | 2016–2022 | Prior public board |
| GHX; TCP; OverseeAI | Director | Not disclosed | Current boards (company types not specified) |
Board Governance
- Independence: Eight of nine current directors are independent; Moran is independent .
- Committee assignments: Operating Committee member; Talent Management & Compensation Committee (TMCC) member; resigned Audit Committee and joined TMCC effective January 16, 2025 .
- Engagement: Board held 4 meetings in FY2025; each director attended at least 75% of aggregate Board and committee meetings; executive sessions were held at every Board meeting .
- Committee activity and structure: All committees are fully independent; charters modernized; Audit Committee has cybersecurity oversight; TMCC assesses compensation risk and oversees executive and director pay .
- Related-party transactions: None entered into in FY2025 .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
| Committee | Role | Chair | FY2025 Meetings | Notes |
|---|---|---|---|---|
| Talent Management & Compensation (TMCC) | Member | Vivie “YY” Lee | 6 meetings; 13 unanimous written consents | Oversees executive and director compensation; risk assessment |
| Operating | Member | Arlen Shenkman | 4 | Oversees budget, margins, capital allocation, earnings/guidance |
| Audit | Former member until Jan 16, 2025 | Shane Sanders | 6 | Cybersecurity and IT risk oversight; internal audit; compliance |
Fixed Compensation
| FY2025 Director Compensation | Cash Fees | Equity Award (RSUs) | Total |
|---|---|---|---|
| Chuck Moran | $60,750 | $214,980 (grant-date fair value) | $275,730 |
- Director fee schedule: Base cash retainer $42,000; TMCC member $10,000; Operating Committee member $5,000; Audit Committee member $15,000; committee chair retainers vary ($12,000–$30,000); Independent Board Chair $110,000 .
- FY2025 equity retainer: 1,530 RSUs granted August 8, 2024; vests on the later of one-year anniversary or next annual meeting, subject to service .
Performance Compensation
| Component | Performance Metric | Vesting | Amount/Value |
|---|---|---|---|
| Annual director equity grant | None (time-based RSUs; no PSUs/options for non-employee directors) | Vests at later of 1-year or next annual meeting | 1,530 RSUs granted Aug 8, 2024 |
- Commvault does not currently grant stock options or SARs as part of its equity program; equity awards are granted on a regular schedule and not timed around MNPI .
Other Directorships & Interlocks
| Company | Industry | Overlap/Interlock with CVLT | Conflict Notes |
|---|---|---|---|
| Manhattan Associates, Inc. | Supply chain & retail software | None disclosed | No related-party transactions reported in FY2025 |
| Intapp, Inc. | Vertical SaaS (professional/financial services) | None disclosed | No related-party transactions reported in FY2025 |
| Clarivate; Duck Creek (prior) | Information services; P&C insurance software | None disclosed | Historical service; no current CVLT transactions disclosed |
| GHX; TCP; OverseeAI | Not disclosed | None disclosed | No related-party transactions reported in FY2025 |
Expertise & Qualifications
- Cloud/SaaS and cybersecurity infrastructure expertise built at Skillsoft; served sensitive U.S. government agencies (NSA, CIA, FBI, DHS, DoD) requiring deep cyber risk awareness .
- Broad leadership across operations, finance, sales, and marketing; prior IPO execution as CFO/COO; CEO roles at Skillsoft and NETg .
- Education: MBA (Suffolk University); BS (Boston College) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Options Held |
|---|---|---|---|
| Chuck Moran | 10,967 | <1% (asterisk denoted) | None (no options held by any listed directors as of May 31, 2025) |
- Director stock ownership guideline: 5× base cash retainer; all independent directors required to be in compliance own the requisite amount of stock .
- Hedging and pledging of Commvault stock are prohibited for directors .
Governance Assessment
- Committee influence and engagement: Active roles on TMCC and Operating Committees that met frequently (TMCC: 6 meetings and 13 written consents; Operating: 4), indicating meaningful involvement in pay, risk, capital allocation, and performance oversight .
- Independence and attendance: Independent under Nasdaq standards; met required attendance threshold (≥75% of Board/committee meetings); Board held executive sessions at every meeting, supporting robust independent oversight .
- Alignment and incentives: Equity-heavy director pay (~78% equity: $214,980 of $275,730), plus compliance with ownership guidelines; no options; hedging/pledging prohibited—strong alignment with shareholders .
- Conflicts/related parties: No related-person transactions disclosed in FY2025 and no pledging; external public board service (Manhattan Associates, Intapp) presents low apparent conflict with CVLT’s business model based on disclosures .
- Shareholder signals: Executive “say-on-pay” support was 97% in 2024, suggesting broad investor confidence in compensation governance; TMCC engages independent consultant Compensia for benchmarking (including director pay), and practices deemed competitive .
RED FLAGS: None observed in FY2025 disclosures regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing .