Bob Hammer to Leave Commvault After 20 Years as CEO

Commvault Systems, Inc. announced governance initiatives designed to support its new strategic transformation plan, Commvault Advance. 

This new strategic plan and the governance initiatives follow constructive dialogue with Elliott Management Corp. and an associated cooperation agreement between Elliott and the company.

Advance is a multi-pronged transformation initiative designed to drive sustained business performance and accelerate the company’s growth in both revenue and operation margins.  With this plan in place and the associated operating priorities defined, N. Robert Hammer and the board of directors have determined that it is the appropriate time to begin a search for a new CEO to lead the company through its next stage. The board will appoint a search committee and will retain an executive search firm to assist with the external search. Hammer will continue to lead Commvault as chairman, CEO and president until his successor is appointed. It is anticipated that he will remain as COB after his successor is appointed.

“This is a time of opportunity and transformation for Commvault,” said Hammer. “The changes we are making across the company are designed to ensure we fully capitalize on Commvault’s market leadership and fortify a foundation for continued success well into the future. As we are unveiling new strategic initiatives intended to drive Commvault’s next phase of growth, I believe now is the right time to begin the transition to our next generation of leadership. Our dialogue with Elliott showed that we are closely aligned on many matters, and we are pleased to be moving in a direction that we believe will enable us to deliver increased value creation for our shareholders and customers alike.”

Daniel Pulver, lead independent director of the Commvault board, said: “During his 20-year tenure as our CEO, Bob built Commvault into an industry leader. He guided the company through its successful IPO, and thanks to his foresight and vision, Commvault was able to capitalize on new technologies and market shifts, including the introduction of the cloud, the growth of mobile technology and the development of new IT infrastructure. The results of his efforts have been tremendous growth and shareholder value creation. We thank Bob for his substantial contributions and for continuing to serve as CEO as we undertake a smooth leadership transition. We are pleased that he will continue to help oversee the implementation of the company’s growth strategy both during this transition and into the future.”

Jesse Cohn, partner and senior portfolio manager, Elliott Management, said: “We commend Bob Hammer on his leadership and vision in building Commvault into the company it is today, and we will continue to benefit from his insights through this transition. This announcement will bring about Commvault’s next chapter of value creation and operational focus, and we look forward to working closely with Bob and the rest of the board on this exciting opportunity.”

New Independent Directors and Operations Committee
To ensure skill sets are aligned with the company’s new strategic direction and to facilitate board refreshment, the board of directors will appoint two new independent directors prior to the 2018 annual meeting of shareholders. The new directors will be identified by Elliott, subject to approval of the board. Upon these appointments, two existing Board members will resign, resulting in a board that continues to be comprised of 11 directors.
 
The board has also formed an Operations Committee comprised of two existing independent directors and the two new directors, which will work closely with the company’s management team on a comprehensive review of the company’s business to identify additional opportunities to further propel Commvault Advance and its profitable growth and value creation objectives. The company will engage an outside consultant to work with the Operations Committee on this review, which will include examining, together with its financial advisors, capital return options and a study of the potential repatriation of off-shore cash. The company intends to announce the results of the Committee’s operating and capital review, including updated margin targets, in connection with company’s fiscal 2019 second quarter financial results.

Pursuant to the cooperation agreement, Elliott has agreed to certain customary standstill provisions, including withdrawing their proposed director candidates for election at Commvault’s 2018 annual meeting and to voting in favor of the company’s proposed slate of directors at the 2018 annual meeting. The cooperation agreement between Commvault and Elliott will be filed on a Form 8-K with the SEC.

About Bob Hammer
During his tenure as CEO, which began in March 1998, the firm has successfully capitalized on industry changes, including expanding its offerings to include mobile and cloud based solutions and achieved significant growth.

Highlights of his contributions to Commvault include:
• Leading the company through its IPO in September 2006;
• Delivering shareholder value. Since its IPO in 2006 at $14.50 per share, the company share price has grown to more than $69.95 as of April 30, 2018;
• Increasing revenues to more than $699 million in the fiscal year ended March 31, 2018 from $151 million in the fiscal year ended March 31, 2007, the first fiscal year reported following the company’s IPO;
• Expanded the company’s operations into a global software leader, with operations spanning from Australia to China, from Singapore to India, across North America and all of EMEA.
• Based on a comprehensive software platform, built the company’s growth organically.
• Building a set of data management and protection solutions including, the Commvault Data Platform, Commvault HyperScale Appliance and Software solutions, Galaxy, QiNetix and Simpana; and
• Being placed for seven consecutive years in the Leaders’ Quadrant of the Gartner Magic Quadrant for Data Center Backup and Recovery Solutions.

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