Nicola Adamo - Chair of the Board | COMMVAULT SYSTEMS (CVLT) Executive Profile & Compensation

About Nicola Adamo

Independent Chair of the Board at Commvault (since April 2019) and director since August 2018. Age 61. Former Cisco senior executive with a 22-year tenure (retired 2016) and prior IBM sales/management roles; holds a BS in Computer Engineering from Columbia University. Board biography lists him as independent and notes he attends all committee meetings, reflecting high engagement and board leadership responsibilities .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cisco Systems	Senior Vice President, Americas; Senior Vice President, Global Service Provider; other sales/leadership roles	~1994–2016 (22 years; retired 2016)	Managed Cisco’s largest region ($26B annual sales; 6,500 employees across 60 countries); led $12B Global Service Provider org; deep enterprise and service provider experience
IBM	Sales and management assignments	Prior to Cisco (dates not specified)	Enterprise technology sales/management foundation
Making A Mark, Inc.	Founder and President (charitable foundation, Monmouth County, NJ)	Current	Philanthropy focused on environment and education

External Roles

Organization	Role	Public/Private	Tenure/Notes
Lookout, Inc.	Director	Private	Current board service; cybersecurity/mobile security company
Making A Mark, Inc.	Founder & President	Non-profit	Current (environment and education focus)

Board Governance

Role and independence: Independent Chair since 2019; independent director since 2018; attends all committees (non-member) for oversight continuity .
Committee landscape: Four standing committees, all independent members; Chairs rotate every five years and Board Chair rotates every ten years, supporting refreshment best practices .
Committees (FY2025): Audit (Chair: Sanders), TMCC/Compensation (Chair: Vivie “YY” Lee), Nominations & Governance (Chair: Bejar), Operating (Chair: Shenkman) .
Attendance and executive sessions: Board held four meetings in FY2025; each director attended at least 75% of Board/committee meetings; executive sessions held at every Board meeting and led by Adamo as independent Chair .
Governance standards: Majority voting with mandatory resignation policy if an incumbent fails to win a majority in uncontested elections .
Cyber/risk oversight: Board/Audit receive quarterly cybersecurity updates under an ERM framework; independent CSO-led program; Chair facilitates Board-management dialogue .
Stockholder engagement: Company hosted 319 investor meetings/calls in FY2025, indicating robust outreach (board-level oversight relevance) .

Fixed Compensation

Component	Amount	Notes
Base annual retainer (non-employee director)	$42,000	Cash
Independent Board Chair additional retainer	$110,000	Cash
Committee chair/member fees	$5,000–$30,000	Ranges by role; Adamo is not a listed committee member
FY2025 Cash Fees (Adamo)	$152,000	Equals base retainer + Chair retainer ($42k + $110k)

Performance Compensation

Grant Type	Grant Date	Shares/Units	Grant-Date Fair Value	Vesting/Performance
Annual equity retainer (RSUs)	Aug 8, 2024	1,530	$214,980	Vests on the later of one-year anniversary or next annual meeting, contingent on Board service; time-based (no performance metrics)

Structure: Directors receive time-based RSUs (no options used) under the 2016 Incentive Plan; no performance metrics apply to director equity; expenses reimbursed for Board/committee meeting attendance .

Other Directorships & Interlocks

Company	Exchange	Role	Interlock/Conflict Notes
Lookout, Inc.	Private	Director	No related-party transactions disclosed with Commvault in FY2025
Public company boards	—	—	None disclosed for Adamo

Expertise & Qualifications

Enterprise technology and go-to-market leadership (Cisco Americas SVP; global service provider leadership) .
Strategic relationships and execution, balancing strategy and operations; deep industry insight across enterprise and service provider segments .
Academic credential: BS, Computer Engineering (Columbia University) .
Board leadership effectiveness: Independent Chair role, attending all committees; leads executive sessions enhancing independent oversight .

Equity Ownership

Holder	Beneficial Ownership (Shares)	% Outstanding	Notes
Nicola Adamo	14,648	<1%	As of May 31, 2025; no options held across directors/executives (per note)
Director Ownership Guideline	5× base annual cash retainer	—	Required within 5 years; all independent directors in compliance

Hedging/pledging: Company prohibits hedging and pledging by directors, supporting alignment and risk control .
Section 16 compliance: Company states all Section 16 filings were compliant in FY2025 except for CFO onboarding delays; no issues flagged for directors .

Governance Assessment

Strengths
- Independent Chair with multi-year tenure; attends all committees, leads executive sessions—enhances board effectiveness and independence .
- Majority voting with mandatory resignation policy and fully independent committees meet heightened standards; formal rotation of Chairs supports refreshment .
- Clear director pay structure with moderate cash retainers and equity in RSUs; no options; strong ownership guideline (5× retainer) and confirmed compliance .
- No related-party transactions in FY2025; robust insider trading/hedging/pledging prohibitions .
- Strong investor support for pay program (97% 2024 say-on-pay) indicates governance credibility with shareholders .
Considerations
- Director equity is time-based (not performance-conditioned), consistent with peer practice but offers less explicit performance linkage than PSUs; mitigated by ownership guidelines and annual elections .
- Workload oversight: As Chair, Adamo “attends all” committee meetings; while positive for engagement, it concentrates oversight responsibility—continued committee Chair rotation helps mitigate .
RED FLAGS
- None disclosed: No attendance shortfalls (≥75% threshold met across directors), no related-party transactions, no pledging/hedging, no Section 16 issues for Adamo .