Shane Sanders
COMMVAULT SYSTEMSAbout Shane Sanders
Independent director at Commvault Systems, Inc. since December 2022; age 62; currently Chair of the Audit Committee and member of the Nominations & Governance Committee, having resigned from the Talent Management & Compensation Committee on January 16, 2025 . Background includes 25+ years at Verizon across finance, internal audit, and transformation, with deep enterprise risk and cybersecurity oversight experience; the Board identifies him as an “audit committee financial expert” . All directors except the CEO are independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications | SVP, Business Transformation | Mar 2020–Dec 2022 | Led enterprise-wide operational efficiency and cost transformation |
| Verizon Communications | SVP, Corporate Finance | 2015–2020 | Oversaw long-range planning, capital allocation, corporate financial strategy |
| Verizon Communications | SVP, Internal Audit & Chief Audit Executive | 2010–2015 | Led governance, risk, and compliance; partnered with CSO to establish Enterprise Security Council for cybersecurity and IT risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher | Director | Since 2021 | Public company board service; no Commvault related‑party transactions disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Nominations & Governance Committee member; resigned from TMCC effective January 16, 2025 .
- Audit Committee composition and cadence: Sanders (Chair), Bejar, Pickens; met 6 times in FY2025; Committee oversees financial reporting integrity, auditor independence, internal audit, compliance, cybersecurity/IT risk, whistleblower program, significant financial risk .
- Independence and expertise: Board majority is independent; Audit Committee members meet heightened independence; Sanders and Bejar qualify as “audit committee financial experts” .
- Attendance: Board held 4 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; executive sessions occur at every Board meeting under independent Chair leadership .
- Cybersecurity oversight: Audit Committee receives quarterly briefings from CSO; ERMC reports quarterly; Audit Chair provides quarterly Board updates; ESC meets monthly with Audit Chair optional attendance for incident governance .
- Shareholder support: 2025 director election—Sanders received 38,466,352 For, 666,755 Against, 146,180 Abstain, 2,604,320 broker non‑votes . Majority vote standard with mandatory resignation policy for incumbents failing to receive a majority in uncontested elections .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Cash annual retainer | $42,000 | Non‑employee director annual cash retainer |
| Additional cash—Audit Chair | $30,000 | Audit Committee Chair retainer |
| Additional cash—NGC member | $5,000 | Nominations & Governance Committee member retainer |
| Other committee fees (schedule) | TMCC member $10,000; Audit member $15,000 | Annual schedule; Sanders resigned TMCC Jan 16, 2025 (pro‑ration likely reflected) |
| FY2025 Cash actually paid | $84,500 | Fees earned or paid in cash per director comp table |
Performance Compensation
| Metric | Applies to Directors? | Notes |
|---|---|---|
| AIP revenue/EBIT or PSUs | No | Non‑employee directors receive time‑based RSUs as annual retainer; no performance‑based awards or annual bonus metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Danaher | Director | No Commvault Item 404 related‑party transactions disclosed for FY2025 | Board has comprehensive related‑person transaction review via Audit Committee; none entered in FY2025 |
Expertise & Qualifications
- Financial oversight: Former SVP Corporate Finance and Chief Audit Executive (internal audit) at Verizon; audit committee financial expert designation .
- Enterprise risk and cybersecurity: Governance and risk management leadership; partnered to establish enterprise security council; aligns with Commvault’s board‑level cyber oversight model (Audit Committee/ERMC/ESC) .
- Transformation and operations: Led business transformation initiatives driving efficiency and cost management in a complex global enterprise .
Performance Equity for Directors
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU grant (Director equity retainer) | Aug 8, 2024 | 1,530 | $214,980 | Vests on the later of one‑year anniversary or next annual meeting, subject to continued board service |
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 5,304 | As of May 31, 2025; less than 1% |
| Unvested RSUs (director retainer) | 1,530 | Granted Aug 8, 2024; outstanding as of Mar 31, 2025 |
| Shares outstanding (reference) | 44,524,933 | As of record date June 20, 2025 |
| Ownership % of outstanding | ~0.0119% | 5,304 / 44,524,933 derived from disclosed counts |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | Governance alignment safeguard |
| Director stock ownership guideline | 5× base annual cash retainer (within 5 years) | Compliance: each independent director required is in compliance |
Director Compensation Mix and Alignment
| Year | Cash ($) | Equity ($) | Total ($) | Mix (Cash %) | Mix (Equity %) |
|---|---|---|---|---|---|
| FY2025 | $84,500 | $214,980 | $299,480 | ~28% (derived from disclosed amounts) | ~72% (derived from disclosed amounts) |
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation: 37,695,055 For; 1,482,760 Against; 101,472 Abstain; 2,604,320 broker non‑votes; For ≈ 96.0% of votes cast (For/(For+Against+Abstain)) .
- 2024 say‑on‑pay: 97% of votes cast were in favor; TMCC maintained pay‑for‑performance emphasis with PSUs and relative TSR .
Insider Trades
| Date | Transaction | Shares | Notes |
|---|---|---|---|
| Aug 8, 2024 | Grant of annual director RSUs | 1,530 | Equity retainer under 2016 Incentive Plan; vests one year or next annual meeting; grant date fair value $214,980 |
| FY2025 Section 16 compliance | — | — | Company believes all Section 16 filings were timely for directors; CFO experienced late filings due to EDGAR code delay (corrected) |
Related‑Party Transactions and Conflicts
- FY2025: No related‑person transactions entered; Audit Committee oversees review and approval under Company policy .
- Hedging and pledging prohibitions apply to directors; mitigates misalignment and market risk from personal financing .
Governance Assessment
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Strengths
- Audit Committee leadership with recognized financial expertise; strong oversight of financial reporting, compliance, and cybersecurity risk; structured ERMC and ESC interfaces enhance board‑management risk governance .
- High shareholder support in director election and say‑on‑pay, signaling investor confidence in board oversight and compensation frameworks .
- Director compensation skewed toward equity with robust ownership guidelines; hedging/pledging prohibited; no Item 404 related‑party transactions—positive alignment and low conflict risk .
-
Watch‑items
- External board service at Danaher increases time commitments; no specific conflicts disclosed, but ongoing monitoring for potential overlaps in vendor/customer relationships advisable .
- Committee transition (resignation from TMCC in Jan 2025) appears routine; maintain oversight of committee workload distribution and continuity .
Overall, Shane Sanders’ audit leadership, enterprise risk and cybersecurity background, and equity‑aligned compensation support board effectiveness and investor confidence, with no disclosed conflicts or attendance issues in FY2025 .