YY Lee
COMMVAULT SYSTEMSAbout Vivie “YY” Lee
Independent director at Commvault since February 2018; age 58 in the 2025 proxy; Harvard BA in Mathematics; veteran technology executive and entrepreneur with leadership roles in SaaS, analytics, and enterprise software, including Anaplan (SVP & Chief Strategy Officer, 2018–2021), FirstRain (COO then CEO), Cadence Design Systems (GM, Worldwide Services), and co-founder of Aqueduct Software (acquired by NetManage) . Her disclosed experience includes oversight of digital security risks, global P&L responsibility, and product/operations leadership, supporting board effectiveness in compensation, talent, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anaplan | Senior Vice President & Chief Strategy Officer | 2018–2021 | SaaS strategy leadership across operations and markets |
| FirstRain | Chief Operating Officer; Chief Executive Officer | COO ~10 years; CEO 2015–2018 | Led analytics platform; scaled operations and product; CEO transition from COO |
| Cadence Design Systems | GM, Worldwide Services | Not disclosed | Merged services divisions; global R&D, go-to-market, sales/support; broad P&L |
| Aqueduct Software | Co-founder | Acquired in 2000 | Bootstrapped; raised VC; led through acquisition by NetManage |
| Synopsys; 8x8 | Product roles | Not disclosed | Early product management/technical roles |
| Bell Labs | Early career | Not disclosed | Technical foundation in communications/software |
External Roles
| Company | Role | Start Year | Notes |
|---|---|---|---|
| Synaptics, Inc. | Director | 2022 | CVLT interlock: Director Keith Geeslin also serves on Synaptics’ board (since 1986) |
| Belden, Inc. | Director | 2023 | Industrial networking/connectivity board experience |
Board Governance
- Independence: All CVLT directors except the CEO are independent; Lee is independent .
- Committees: Chair, Talent Management & Compensation Committee (TMCC); Member, Nominations & Governance Committee (NGC) .
- Attendance: Each director attended at least 75% of Board and committee meetings in FY2025; Board met four times, with executive sessions at every meeting led by the independent Chair .
- Committee activity: FY2025 TMCC met 6 times and acted by unanimous written consent 13 times; NGC met 4 times; Audit met 6 times .
- Majority vote/Resignation policy: Incumbents failing to receive a majority in uncontested elections must tender resignation; Board decides within 90 days, with public disclosure .
- Hedging/Pledging: Prohibited for directors; insider trading policy filed with FY2025 10-K .
| Committee | Role | FY2025 Meetings | Governance Scope |
|---|---|---|---|
| TMCC | Chair | 6 meetings; 13 unanimous written consents | CEO and executive pay; director pay; talent management; safety; executive agreements; comp risk oversight; independence standards |
| NGC | Member | 4 | Nominee identification; governance policies; sustainability; succession; annual board/CEO/committee evaluations; committee assignments |
Fixed Compensation
- Structure (non-employee directors): Cash retainer $42,000; additional retainers—Independent Board Chair $110,000; Audit Chair $30,000; TMCC Chair $20,000; NGC/Operating Chairs $12,000; Audit members $15,000; TMCC members $10,000; NGC/Operating members $5,000 .
- FY2025 equity retainer: $215,000 target, granted Aug 8, 2024 as 1,530 RSUs; vest on later of one-year anniversary or next annual meeting, subject to continued board service .
- FY2024 equity retainer: $215,000 target, granted Aug 29, 2023 as 3,137 RSUs; same vesting construct .
- Consultant: Compensia reviewed director compensation; practices deemed competitive/in line with market .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Fees (Lee) | $64,500 | $67,000 |
| Stock Awards (Grant-date FV) | $214,947 (3,137 RSUs on 08/29/2023) | $214,980 (1,530 RSUs on 08/08/2024) |
| Total (Lee) | $279,447 | $281,980 |
| Equity/Cash Mix (Lee) | ~77% equity / 23% cash (by grant-date FV) | ~76% equity / 24% cash (by grant-date FV) |
Performance Compensation
- Director compensation is retainer plus time-based RSUs; no performance-conditioned equity disclosed for directors (PSUs are for executives, not directors) .
- Company-wide comp risk assessment: Policies not reasonably likely to have a material adverse effect; hedging/pledging prohibited .
Other Directorships & Interlocks
| Person | External Board | Start | Interlock/Notes |
|---|---|---|---|
| Vivie “YY” Lee | Synaptics, Inc. | 2022 | Interlock within CVLT: Keith Geeslin also on Synaptics (since 1986) |
| Vivie “YY” Lee | Belden, Inc. | 2023 | No CVLT-related transactions disclosed |
| Keith Geeslin (CVLT director) | Synaptics, Inc. | 1986 | Long-tenured Synaptics director; potential information flow network, monitor for conflicts |
Expertise & Qualifications
- Harvard BA in Mathematics; broad IT/software expertise across operations, marketing, strategy, digital security risk oversight .
- Entrepreneurial track record (Aqueduct Software) and executive leadership in SaaS and analytics, supporting TMCC chair responsibilities and governance effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Vivie “YY” Lee | 12,020 | <1% | As of May 31, 2025; Company reports no stock options held by any directors; beneficial ownership includes exercisable/vestable within 60 days |
| Stock Ownership Guidelines (Directors) | 5x base annual cash retainer | — | Required within 5 years of joining board; each independent director required to comply owns requisite amount |
| Hedging/Pledging | Prohibited | — | Insider Trading Policy prohibits hedging/pledging by directors |
Governance Assessment
- Board effectiveness: Lee’s TMCC chairmanship and NGC membership, combined with deep operating and risk oversight experience, align with CVLT’s focus on pay-for-performance and governance rigor; committee independence standards met .
- Alignment: Heavy equity weighting in director compensation and compliance with 5x ownership guideline enhance alignment; RSU vesting tied to continued board service supports retention without creating short-term incentives .
- Independence and attendance: Independent director with documented attendance ≥75%; Board holds executive sessions every meeting under an independent Chair, strengthening oversight .
- Conflicts/Related party: No related person transactions in FY2025; hedging/pledging prohibited; monitor Synaptics interlock with Geeslin for potential information flow conflicts, though no transactions disclosed .
- RED FLAGS: None disclosed for Lee—no related-party transactions, no option repricing, no hedging/pledging, no low attendance; note interlock with Synaptics as a monitoring point rather than an identified conflict .
- Committee composition changes: FY2025 rebalancing (Moran moved to TMCC; Sanders resigned from TMCC) underscores active governance management of committee expertise and workloads .
- Compensation governance: TMCC engages independent consultant (Compensia); director program competitive; broader corporate adoption of clawback policy (executives) and Responsible AI principles signal attention to risk and stakeholder expectations .