Jen DiRico
COMMVAULT SYSTEMSAbout Jen DiRico
Jen DiRico (age 39) became Commvault’s Chief Financial Officer on August 12, 2024, after senior finance and operating roles at Toast, Inc. (integral to its 2021 IPO) and Nuance Communications; she holds an MBA from Simmons College and a BBA from the University of Miami . During FY2025 under the leadership team including the CFO, Commvault delivered 19% revenue growth to $996M and 21% ARR growth to $930M, with non-GAAP EBIT of $210M vs a $179M target, and stock performance that management highlights as a 56% increase from FY2024, indicating strong execution across growth and profitability vectors . The company reported GAAP net income of $76.1M and revenue of $995.6M in FY2025, with total shareholder return value of $390 on a fixed $100 basis over the measurement horizon used in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Toast, Inc. | SVP & GM, International; earlier SVP & Head of Finance; Chief of Staff | 2016–2024 (SVP & GM from Dec-2023) | Finance leadership through IPO (2021) and international operating leadership |
| Nuance Communications | Finance leadership roles | 2014–2016 | Enterprise software finance experience |
External Roles
No public company directorships or external public roles disclosed for DiRico in Commvault filings. (Company noted her prior roles; no board seats disclosed) .
Fixed Compensation
| Component | Detail | FY2025 Terms |
|---|---|---|
| Base Salary | Annual base salary | $450,000 effective upon start (Aug 12, 2024) |
| Target Annual Bonus | Percent of salary | 70% target (pro-rated from Aug 12, 2024) |
| Bonus Performance Metrics | Revenue; Non-GAAP EBIT | 60% revenue; 40% non-GAAP EBIT; linear interpolation between threshold/target/max |
| Actual FY2025 Bonus | Payout factor; paid | 200% of target overall plan; $398,790 pro-rated to start date |
Performance Compensation
Annual Incentive Plan (AIP) Structure and Payout
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | FY2025 Achievement 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% |
Notes:
- CFO FY2025 AIP mechanics identical to CEO except pro-ration for start date; no individual performance modifier applied .
Long-Term Equity Incentives (Grants and Vesting)
| Award Type | Grant Date | Target/Units | Performance Metric | Vesting & Payout Mechanics |
|---|---|---|---|---|
| Time-based RSUs (annual) | Aug 15, 2024 | 26,168 RSUs | N/A | 33.3% on 1st anniversary; then 8.375% quarterly until fully vested (continued service) |
| Relative TSR PSUs (annual) | Aug 15, 2024 | 6,542 target PSUs | TSR vs Russell 3000 components | Three overlapping 1-, 2-, 3-year tranches; payout 0–300% with linear scale; cap at 100% if absolute price down |
| Financial PSUs (annual) | Aug 15, 2024 | 6,542 target PSUs | FY2025 ARR (Target $922M; threshold $802M; max $1,226M) | Earned at 105% based on FY2025 ARR 100.9% of target; after certification: 33.3% at 1st anniversary; then 8.375% quarterly |
| One-time sign-on RSUs | Aug 15, 2024 | 13,084 RSUs | N/A | 100% vests at 1-year anniversary (continued service) |
Award Values (grant-date fair value, FY2025 Summary Compensation Table):
- Stock awards: $6,148,630; pro-rated non-equity incentive: $398,790; salary: $286,027 (partial-year) .
CFO Pay Mix Reference
- CFO “pay mix” emphasizes equity (88%) with 5% cash performance bonus and 7% base salary per proxy illustration .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of May 31, 2025) | No beneficially owned shares reported for Jen DiRico (0%) . |
| Options | No stock options held by any NEOs listed as of May 31, 2025 . |
| Outstanding/Unvested Equity (3/31/2025) | 19,951 unvested RSUs ($3,147,470); 6,542 unearned TSR PSUs ($1,032,066); sign-on 13,084 RSUs vesting 1-year (value $2,064,132). Valued at $157.76/share . |
| Hedging/Pledging | Prohibited for employees/directors (no hedging or pledging) . |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted Oct 2023; covers incentive-based comp; restatement-based recovery regardless of fault . |
| Ownership Guidelines | CEO multiple specified (5x salary); no explicit non-CEO officer guideline disclosed in the cited sections . |
| Section 16 Compliance | Form 3 and initial Form 4 for DiRico were late due to EDGAR code delay; company updated onboarding to issue EDGAR access within 48 hours. Form 3 (Sept 4, 2024) reported initial holdings as of Aug 12, 2024; Form 4 (Sept 4, 2024) reported grant of 39,252 shares on Aug 15, 2024 . |
Employment Terms
| Term | CFO DiRico |
|---|---|
| Start date | August 12, 2024 |
| Base/Bonus | $450,000 base; 70% annual target bonus; pro-rated first year |
| New-hire Equity Package | Approx. $6.0M target: ~$2.0M RSUs (3-yr vest), ~$2.0M RSUs (1-yr vest), ~$1.0M TSR PSUs, ~$1.0M Financial PSUs |
| Non-Compete/Non-Solicit | One-year post-termination non-compete worldwide (≤5% passive public ownership permitted); non-solicit of employees/customers |
| Severance (non-CIC) | If terminated without cause/for good reason: 12 months base salary; lump-sum amount equivalent to 12 months COBRA premiums; 12 months acceleration of time-vested equity; PSUs with undetermined performance deemed at 100% target |
| Change in Control (double-trigger) | If terminated within 24 months after a CIC: immediate vesting of all equity; lump-sum 12 months base salary; 12 months health coverage (subject to release) |
| Estimated Values (if terminated 3/31/2025) | Non-CIC: $450,000 cash; $3,982,178 accelerated equity; total ~$4.43M. CIC termination: $450,000 cash; $6,243,668 equity; total ~$6.69M |
Compensation Committee, Peer Group, and Say-on-Pay Context
- Talent Management & Compensation Committee (TMCC) members: Vivie “YY” Lee (Chair), Keith Geeslin, Chuck Moran, Arlen Shenkman (FY2025 report) .
- Independent consultant: Compensia advises TMCC; pay positioned competitively, with many executives targeted between 50th–75th percentile; FY2025 peer group includes ACI Worldwide, Box, Confluent, Dynatrace, Gitlab, Informatica, Nutanix, Pure Storage, Qualys, Rapid7, Rubrik, SentinelOne, Tenable, Varonis, etc. .
- Say-on-pay support: 97% approval in 2024; program maintained emphasis on performance-based equity for FY2025 .
Related Party and Risk/Red-Flag Review
- Related party transactions: None entered during FY2025 .
- Hedging/pledging prohibited; Clawback policy strengthened in Oct 2023 .
- Section 16 timing exception: Late initial Form 3/Form 4 due to EDGAR code delay; procedures updated (administrative) .
- Option repricing: None; equity awards primarily RSUs/PSUs, no options granted under current program .
Investment Implications
- Alignment and leverage to performance: CFO’s package is heavily equity-based (illustrative mix shows ~88% equity), with PSUs tied to both external (relative TSR) and internal (ARR) metrics; FY2025 outcomes paid at 200% for AIP and 105% for financial PSUs, consistent with strong operating performance and stock gains, supporting pay-for-performance alignment .
- Retention risk vs supply overhang: Material unvested equity (including a one-year sign-on RSU tranche and multi-year RSUs/PSUs) suggests meaningful retention hooks; scheduled vesting can create episodic supply events but overall structure favors multi-year service continuity .
- Governance risk is contained: Robust clawback, hedging/pledging prohibitions, and double-trigger CIC terms (no tax gross-ups disclosed) reduce shareholder-unfriendly features; non-CIC severance at 12 months base is moderate .
- Ownership: As of May 31, 2025, no beneficially owned shares reported (timing relative to one-year vest tranches likely explains); the lack of currently vested holdings lessens near-term selling pressure but reduces “skin-in-the-game” optics until vesting ramps .
- Execution track: FY2025 delivery (revenue +19% to ~$996M; ARR +21% to ~$930M; non-GAAP EBIT outperformance; stock up 56%) provides a constructive backdrop for a new CFO’s inaugural year; continued incentive calibration to revenue/EBIT and TSR should keep focus on profitable growth and relative outperformance .