Keith Geeslin
COMMVAULT SYSTEMSAbout Keith Geeslin
Independent director (age 72) serving on Commvault’s board since 1996; Partner at Francisco Partners since 2004, with 19 years prior at The Sprout Group (venture arm of Credit Suisse), earlier general manager at Tymshare/Tymnet and staff member of the U.S. Senate Commerce Committee; BS in Electrical Engineering (Stanford) and MA (University of Oxford). He is currently a director at Synaptics, Inc., and brings deep finance, growth strategy, and technology-sector investing expertise, along with continuity of board deliberations given his long tenure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francisco Partners | Partner | Since 2004 | Private equity leadership focused on technology; finance and growth strategy expertise relevant to Commvault’s industry |
| The Sprout Group (Credit Suisse) | Venture investor | 19 years (prior to 2004) | Venture capital experience evaluating technology businesses; informs strategic oversight |
| Tymshare / Tymnet | General Manager and various positions | 1980–1984 | Operating leadership in network services; operational insight |
| U.S. Senate Commerce Committee | Staff member | Not disclosed | Public policy and regulatory exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Synaptics, Inc. | Director | Since 1986 | Current public company directorship |
Board Governance
- Committee memberships: Talent Management & Compensation Committee (TMCC) member; Operating Committee member; not a chair. TMCC chair is Vivie “YY” Lee; Operating Committee chair is Arlen Shenkman.
- Committee scope: TMCC oversees executive and director compensation, employment agreements, compensation risk; Operating Committee reviews budget, sets margin targets/capital allocation, oversees earnings and guidance focused on profitable growth/ROI/shareholder value.
- Independence status: Board determined all directors except CEO are independent under Nasdaq standards; standing committee members meet heightened independence standards.
- Attendance and engagement: Board held 4 meetings in FY2025; each director attended at least 75% of Board and committee meetings; executive sessions (without management) at every Board meeting; all directors attended the 2024 Annual Meeting virtually.
- FY2025 meetings (for context): TMCC met 6 times and acted by unanimous written consent 13 times; Operating Committee met 4 times.
Fixed Compensation
| Component | Detail | Amount/Units | Vesting/Timing |
|---|---|---|---|
| Cash annual retainer | Non-employee director | $42,000 | Annual |
| Committee membership fees | TMCC member + Operating Committee member | $10,000 + $5,000 | Annual |
| Total cash fees (FY2025) | Actual fees earned | $57,000 | FY2025 |
| Equity retainer (FY2025) | RSUs granted Aug 8, 2024 | 1,530 RSUs (grant-date fair value $214,980) | Vest on later of 1-year from grant or next annual meeting, if still serving |
| Total director compensation (FY2025) | Cash + equity | $271,980 | FY2025 |
| Ownership guidelines | Required multiple of base cash retainer | 5× cash retainer; all independent directors in compliance | Ongoing |
Performance Compensation
- No performance-based director compensation is disclosed; non-employee directors receive time-based RSU equity retainers (not PSUs) and cash retainers; Commvault’s equity program currently does not grant options as part of its broader equity compensation practices.
Other Directorships & Interlocks
| External Company | Role | Tenure | Interlock within CVLT Board |
|---|---|---|---|
| Synaptics, Inc. | Director | Since 1986 | Vivie “YY” Lee also serves on Synaptics’ board (since 2022), creating a board-level interlock. |
Expertise & Qualifications
- Technology-sector finance and growth strategies from private equity and venture capital leadership (Francisco Partners; Sprout Group).
- Operational experience (Tymshare/Tymnet) and public policy exposure (U.S. Senate Commerce Committee).
- Engineering and analytical credentials (BS Electrical Engineering, Stanford; MA, University of Oxford).
- Long Commvault history providing continuity to Board deliberations; prior public company directorship experience.
Equity Ownership
| Holder | Shares Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Keith Geeslin | 31,461 | <1% | As of May 31, 2025; no stock options held by any listed individual; independent directors subject to 5× cash retainer ownership guidelines and in compliance. |
- Hedging and pledging: Directors are prohibited from hedging Commvault stock and from pledging Commvault securities as collateral.
Governance Assessment
- Role in key oversight: As TMCC and Operating Committee member, Geeslin influences executive/director compensation design and operating/financial oversight (budget, margins, capital allocation, earnings/guidance), aligning with shareholder value objectives.
- Independence and engagement: Board independence affirmed (except CEO); attendance threshold met; robust committee independence standards in place.
- Alignment mechanisms: Director equity retainer in RSUs and 5× cash retainer ownership guideline (in compliance) support alignment; no options outstanding.
- Related-party and conflicts: No related person transactions in FY2025 disclosed; insider trading compliance generally met (noting onboarding-related delays for CFO, not directors).
- Policy safeguards: Hedging/pledging prohibited; committee charters modernized; ERM and cybersecurity oversight embedded at Audit Committee/Board levels.
- Shareholder sentiment context: 2024 say-on-pay received 97% support; TMCC maintained consistent pay-for-performance approach in FY2025.
RED FLAGS
- None disclosed in FY2025 for related-party transactions, hedging/pledging, option repricing, excise tax gross-ups, or low say-on-pay outcomes; note interlock with Synaptics via another CVLT director (YY Lee) is a network linkage to monitor for information flow, but no transaction-related conflict was disclosed.