Martha Bejar
COMMVAULT SYSTEMSAbout Martha Bejar
Independent director at Commvault since 2018; age 63 in the 2025 proxy. She chairs the Nominations and Governance Committee (NGC) and serves on the Audit Committee, and the Board has determined she qualifies as an “audit committee financial expert.” Education: AMP at Harvard Business School; BS in Industrial Engineering (cum laude) from University of Miami; MBA from Nova Southeastern University. Current role: Senior Partner at DaGrosa Capital Partners; prior CEO/co-founder of Red Bison Advisory Group and CEO of multiple private telecom/tech companies; prior executive positions at Microsoft, Nortel Networks, and Bell Communications Research .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Bison Advisory Group, LLC | Co-Founder/CEO | Not disclosed | Leadership in telecom/tech; strategic and financial experience |
| Unium Inc.; Flow Mobile Inc.; Wipro Infocrossing Inc. | CEO | Not disclosed | CEO experience across private telecom/tech firms |
| Microsoft Corporation; Nortel Networks Corporation; Bell Communications Research | Executive positions | Not disclosed | Technology, software, and telecom operating experience |
| DaGrosa Capital Partners | Senior Partner | Since 2021 | Investment and governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lumen Technologies | Director | Since 2016 | Current public board |
| Sportsman’s Warehouse | Director | Since 2019 | Current public board |
| Quadient S.A. | Director | 2019–2025 | Prior public board |
| Afiniti | Affiliation (unspecified) | Not disclosed | Other affiliation noted in 2024 proxy |
Board Governance
- Independence: Bejar is independent under Nasdaq standards; 8 of 9 Commvault directors are independent .
- Committee assignments (FY2025): NGC Chair; Audit Committee member. Audit met 6 times; NGC met 4 times; all committee members are independent and meet heightened standards where relevant .
- Audit expertise: The Board determined Bejar is an “audit committee financial expert” and able to read and understand fundamental financial statements .
- Attendance and engagement: Board held 4 meetings in FY2025; each director attended at least 75% of Board and committee meetings; executive sessions held at every Board meeting led by the independent Chair .
- Governance processes: Majority voting and resignation policy for directors in uncontested elections; comprehensive governance documents (Code of Ethics, Insider Trading Policy, etc.) maintained and reviewed .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $64,000 | $69,000 |
| Cash Annual Retainer (non-employee director) | $42,000 | $42,000 |
| Audit Committee Member Fee | $15,000 | $15,000 |
| NGC Chair Fee | $12,000 | $12,000 |
Notes:
- Cash totals reflect retainer plus committee fees; the FY2025 breakdown sums to $69,000 (retainer $42k + Audit member $15k + NGC Chair $12k) .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU | Aug 29, 2023 | 3,137 | $214,947 | Vests on later of one-year anniversary or next annual meeting, subject to continued Board service |
| Annual Director RSU | Aug 8, 2024 | 1,530 | $214,980 | Vests on later of one-year anniversary or next annual meeting, subject to continued Board service |
- Director equity retains are service-based RSUs; no performance metrics apply to director grants. Company executive pay uses performance measures (Revenue, Non-GAAP EBIT, Relative TSR, ARR) for NEOs, not directors .
Other Directorships & Interlocks
| Company | Relationship to CVLT | Potential Interlock/Conflict |
|---|---|---|
| Lumen Technologies | External directorship | None disclosed in CVLT related person transactions; Audit Committee oversees related party process |
| Sportsman’s Warehouse | External directorship | None disclosed |
| Quadient S.A. (ended 2025) | External directorship | None disclosed |
- Related party transactions: None entered into during FY2025; Audit Committee reviews any such transactions per policy .
Expertise & Qualifications
- Audit committee financial expert; strong technology/software leadership background; ESG and cybersecurity oversight interest; UC Berkeley Law Executive Education certificate in Sustainability, Capitalism and ESG .
- Degrees: AMP (Harvard Business School); BS Industrial Engineering (cum laude, University of Miami); MBA (Nova Southeastern University) .
Equity Ownership
| Holder | Shares of Common Stock Owned (as of May 31, 2025) | % of Shares Outstanding |
|---|---|---|
| Martha Bejar | 4,317 | <1% |
- Options: As of May 31, 2025, no options to purchase shares were held by any listed individual; beneficial ownership totals exclude options for that reason .
- Stock ownership guidelines: Independent directors must hold Commvault stock equal to 5x their base annual cash retainer by the 5th anniversary of Board service; each independent director required to be in compliance owns the requisite amount .
Governance Assessment
- Strengths: Independent director with chair role on NGC and Audit membership; designated audit committee financial expert; documented attendance threshold met; director equity tied to continued service (alignment), and ownership guidelines met; no related-party transactions in FY2025 .
- Compensation structure: Majority of director compensation is equity via annual RSUs, reinforcing long-term alignment; cash fees appropriate and transparent with clear committee differentials .
- Processes: Majority voting/resignation policy and routine executive sessions support accountability and independent oversight; use of independent compensation consultant (Compensia) with no conflict of interest identified enhances compensation governance .
- Red flags: None disclosed specific to Bejar; no hedging/pledging disclosures identified in proxy; monitor external board commitments (Lumen, Sportsman’s) for time/attention risks, although attendance thresholds were met and no related transactions disclosed .