Gary Merrill
COMMVAULT SYSTEMSAbout Gary Merrill
Gary Merrill is Commvault’s Chief Commercial Officer (since Aug 12, 2024) and previously served as Chief Financial Officer; he joined Commvault in 2005 and progressed through Controller, Chief Accounting Officer, VP Finance/Operations, and Chief—Business Operations roles before becoming CFO in 2022 and CCO in 2024 . During FY2025, Commvault delivered 19% revenue growth to $996 million and strong ARR growth (ARR up 21% to $930 million), with non-GAAP EBIT significantly above plan; relative TSR performance drove top-decile PSU vesting outcomes, evidencing strong shareholder value creation during his leadership tenure on the finance and go-to-market teams .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Commvault | Chief Commercial Officer | Aug 2024–present | Transitioned from CFO to lead commercial organization; variable pay tied to quarterly revenue outcomes to align with growth execution . |
| Commvault | Chief Financial Officer | 2022–Aug 2024 | Drove revenue and non-GAAP EBIT planning; oversaw FY2024–FY2025 AIP design (Revenue/EBIT metrics) . |
| Commvault | Chief – Business Operations | Apr 2021–2022 | Led FP&A, business operations, Customer Success and Renewals; base $400k with 50% bonus target . |
| Commvault | VP Operations; VP Finance, Chief Accounting Officer; Corporate Controller; Assistant Controller | 2005–2019 | Progressive finance leadership and operational oversight supporting scaling of subscription/ARR model . |
External Roles
- None disclosed in reviewed filings .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base salary ($) | 408,846 | 451,000 | 460,000 |
| Target annual bonus (% of salary) | Not disclosed | Not disclosed | 100% (CCO plan, effective Aug 12, 2024) |
| Actual annual cash incentive ($) | 176,382 | 344,113 | 851,000 |
Notes:
- FY2025 AIP design for NEOs: 60% Revenue, 40% non-GAAP EBIT; Merrill transitioned to a CCO plan emphasizing quarterly revenue goals with EBIT adjustments from Q2 onward .
Performance Compensation
Annual Incentive Plan (FY2025) – Corporate Design and Outcomes
| Metric | Weight | Threshold (50% payout) | Target (100%) | Max (200%) | Actual vs Target | Payout Factor |
|---|---|---|---|---|---|---|
| Revenue | 60% | 89% | 100% | 105% | 105.7% ($996m vs $942m) | 200% |
| Non-GAAP EBIT | 40% | 88% | 100% | 110% | 117.3% ($210m vs $179m) | 200% |
| Total | 100% | — | — | — | — | 200% |
- Merrill’s FY2025 AIP payout reflected 200% of target overall; as CCO, he had quarterly revenue metrics with EBIT true-up at year-end (no individual modifier applied) .
Long-Term Equity Incentive Awards – Structure and FY2025 Grants
| Award type | Allocation | Vesting | Performance leverage | FY2025 grant (5/15/2024) |
|---|---|---|---|---|
| Time-based RSUs | 40% | 33.3% at 1-year, then 8.375% quarterly until fully vested | N/A | 16,400 RSUs |
| Relative TSR PSUs | 30% | Vests annually after each of 1-, 2-, 3-year performance periods | Up to 300% of target; capped at 100% if absolute TSR negative | 12,300 target PSUs |
| Financial (ARR) PSUs | 30% | Earned over one-year ARR goal; earned shares vest 33.3% at 1-year, then 8.375% quarterly | 50% at threshold to 300% at max; +6% payout per +1% ARR above target | 12,300 target PSUs |
Key FY2025 outcomes and context:
- FY2025 Financial PSUs: ARR achieved 100.9% of target; payout certified at 105% of target shares .
- Relative TSR PSU tranche results: May 2024 award first-year tranche paid at 290% (94th percentile TSR); prior awards’ tranches from 2023 and 2022 certified at 200% for 2- and 3-year periods, respectively .
Historical grant reference (for trend):
- FY2024 grants: RSUs 25,669; TSR PSUs 12,834; Financial PSUs 12,834 (200% max leverage in FY2024 design) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 18,923 shares as of May 31, 2025 (<1% outstanding) . |
| Outstanding unvested equity (3/31/2025) | 29,310 time-vested/financial PSU shares unvested; 12,300 unearned TSR PSUs at target . |
| Options | None outstanding (company-wide practice is RSUs/PSUs; no options granted) . |
| Realized vesting FY2025 | 48,434 shares vested; $6,301,276 value realized on vesting . |
| Pledging/hedging | Prohibited by Insider Trading Policy (employees and directors) . |
| Ownership guidelines | Executive-specific guideline disclosed for CEO (5x salary); no separate executive guideline disclosed for others; Merrill not specifically subject to CEO guideline . |
Implications for selling pressure:
- Large realized vesting in FY2025 and high TSR PSU payouts (290%/200%) increase share delivery, a potential supply overhang; however, no pledging is permitted and no options exist, reducing forced-sale risk .
Employment Terms
| Topic | Key terms |
|---|---|
| Role transition | Appointed CCO effective Aug 12, 2024 with annual base $460,000 and annualized variable target $460,000 paid quarterly based on revenue/EBIT objectives . |
| Severance (non-CIC) | 12 months base salary; lump sum value for 12 months of COBRA-equivalent coverage; 12 months acceleration for time-vesting equity; PSUs with undetermined performance deemed earned at 100% target (subject to release) . |
| Change-in-control (double trigger) | If terminated without cause/for good reason within 24 months post-CIC: immediate vesting of all equity (PSUs at 100% target if undeterminable), 12 months base salary, 12 months medical coverage (subject to release) . |
| Estimated termination values (as of 3/31/2025) | Non-CIC termination total: $7,318,758 (includes $460,000 base + $38,004 medical + $6,820,754 equity acceleration) . CIC termination total: $11,738,247 (includes $460,000 base + $38,004 medical + $11,240,243 equity) . |
| Non-compete / non-solicit | One-year post-termination non-compete (global scope vs competitors), employee and customer non-solicit prohibitions, subject to customary carve-outs (e.g., ≤5% passive holdings) . |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback on incentive-based comp for restatements; separate broad clawback policy also in place . |
| Hedging/pledging | Prohibited (short sales, derivatives, swaps, collars, pledging) . |
Compensation Structure Analysis
- Increased at-risk, performance-weighted pay: FY2025 long-term program allocates 60% to performance-based PSUs (ARR and relative TSR) with leverage up to 300%, elevating alignment with growth/TSR outcomes vs FY2024’s 200% cap .
- No options; full-value shares only: Simplifies overhang and eliminates option repricing risk; equity awards granted on regular cadence; no timing around MNPI .
- AIP discipline: Challenging Revenue and non-GAAP EBIT targets; FY2025 delivered 200% payout given 105.7% Revenue and 117.3% non-GAAP EBIT achievement relative to plan .
- Peer benchmarking and shareholder support: Peer set aligns to mid-cap software/SaaS; 2024 say-on-pay approval of 97% indicates strong investor endorsement .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 97% approval; TMCC maintained performance emphasis for FY2025 .
- Ongoing investor engagement: 319 investor interactions in FY2025 (125 existing, 194 prospective) by CEO/CFO/IR and senior management .
Compensation Peer Group (FY2025)
- ACI Worldwide; Blackbaud; Box; Confluent; DigitalOcean; Dynatrace; Gitlab; Informatica; Nutanix; Progress Software; Pure Storage; Qualys; Rapid7; Rubrik; SentinelOne; SolarWinds; Tenable; Varonis Systems .
Risk Indicators & Governance
- Related-party transactions: None in FY2025 .
- Section 16(a) compliance: Company indicates compliance; a DiRico onboarding administrative delay noted; no Merrill delinquencies disclosed .
- No excise tax gross-ups; no guaranteed bonuses; executives generally receive broad-based benefits; CEO has limited perqs; Merrill received financial/estate planning and executive physicals .
Multi-Year Compensation (Gary Merrill)
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | 408,846 | 451,000 | 460,000 |
| Stock awards (grant-date fair value) | 1,890,383 | 3,528,001 | 5,947,829 |
| Non-equity incentive (AIP) | 176,382 | 344,113 | 851,000 |
| All other comp | 6,146 | 20,455 | 22,924 |
| Total | 2,481,757 | 4,343,569 | 7,281,753 |
Outstanding and Vested Equity (FY2025)
| Category | Shares / Value |
|---|---|
| Unvested time-based/financial PSUs (3/31/2025) | 29,310 shares unvested . |
| Unearned TSR PSUs at target (3/31/2025) | 12,300 shares at target . |
| FY2025 stock vested | 48,434 shares; $6,301,276 value realized on vest . |
Selected Vesting and Performance Milestones
- RSU/Financial PSU vesting cadence: 33.3% on first anniversary of grant, then 8.375% quarterly until fully vested (subject to continued service) .
- FY2025 Financial PSU outcome: ARR at 100.9% of target → 105% payout; earned shares follow RSU vesting cadence .
- Relative TSR PSU tranches certified: May 2024 tranche-1 (1-year) at 290%; May 2023 tranche-2 at 200%; May 2022 tranche-3 at 200% .
Investment Implications
- Alignment: High proportion of performance-based equity (ARR and TSR) with elevated leverage directly ties Merrill’s upside to growth and shareholder returns; absence of options reduces risk of repricing and excessive risk-taking .
- Retention: Double-trigger CIC with full equity acceleration at target and 12 months salary/benefits is competitive but not overly rich; non-compete and non-solicit provisions add post-termination protection, moderating retention risk in M&A scenarios .
- Near-term supply/selling pressure: Large FY2025 vesting (48k shares) and outsized TSR PSU certifications could create incremental selling overhang as shares deliver, though hedging/pledging prohibitions reduce forced selling risks .
- Pay-for-performance credibility: FY2025 200% AIP payout was driven by 105.7% Revenue and 117.3% non-GAAP EBIT achievement versus plan; TSR outperformance validated by top-percentile PSU vesting and PVP TSR translation ($100→$390 since 3/31/2020) .