Commvault (NASDAQ: CVLT) appoints Gary Merrill CFO and Geoff Haydon to lead field ops
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Commvault Systems, Inc. announced key leadership changes and updated compensation packages. Gary Merrill has been appointed Chief Financial Officer and principal financial officer, moving from his prior role as Chief Commercial Officer, while Geoff Haydon becomes President of Customer and Field Operations and resigns from the Board to focus on this operating role.
Both executives receive annual base salaries of $500,000 and are eligible for variable compensation equal to 100% of base salary, along with substantial equity awards in restricted stock units and performance-based stock units. Haydon also entered into an Executive Retention Agreement providing salary continuation, accelerated equity vesting, and 12 months of COBRA cost coverage in certain termination scenarios. The company reaffirmed its previously issued fourth quarter and fiscal 2026 guidance.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Gary Merrill base salary: $500,000 per year
Gary Merrill target bonus: $500,000 per year
Merrill sign-on equity award: $1,000,000 target value
+5 more
8 metrics
Gary Merrill base salary
$500,000 per year
Annual base salary under Merrill Offer Letter
Gary Merrill target bonus
$500,000 per year
Target annual variable compensation equal to base salary
Merrill sign-on equity award
$1,000,000 target value
One-time RSU award at appointment as CFO
Merrill ongoing equity award
$5,000,000 target value
Mix of RSUs, PSUs, and TSR PSUs
Haydon sign-on equity award
$5,500,000 target value
One-time equity award under Haydon Offer Letter
Haydon initial equity award
$5,000,000 target value
Additional equity mix of RSUs, PSUs, TSR PSUs
Haydon future annual equity targets
$5,000,000 in May 2027 and May 2028
Eligible equity grants, subject to Compensation Committee approval
COBRA continuation benefit
12 months of cost
Lump-sum cash payment under Haydon’s ERA
Key Terms
Chief Financial Officer, restricted stock units, performance stock units, relative total shareholder return, +2 more
6 terms
Chief Financial Officer financial
"Gary Merrill has been named Chief Financial Officer (CFO)."
A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.
restricted stock units financial
"a one-time, sign-on equity award with a target value ... comprised of time-based restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"an equity award ... comprised of a mix of RSUs, financial performance stock units (“PSUs”), and relative total shareholder return"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Executive Retention Agreement financial
"the Company and Mr. Haydon entered into an Executive Retention Agreement (the “ERA”)."
COBRA continuation financial
"a lump-sum cash payment equal to the cost of 12 months of COBRA continuation."
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 8, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(732 ) 870-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Gary Merrill as Chief Financial Officer
On April 13, 2026 (the “Effective Date”), Commvault Systems, Inc. (the “Company”) announced the appointment of Mr. Gary Merrill as Chief Financial Officer and principal financial officer. As of the Effective Date, Mr. Merrill will cease to serve as the Company’s Chief Commercial Officer.
Mr. Merrill has served as the Company’s Chief Commercial Officer since August 2024. Biographical and other information for Mr. Merrill is set forth in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 15, 2024 and May 3, 2022 and is incorporated herein by reference.
Appointment of Geoff Haydon as President of Customer and Field Operations and Resignation as a Director
The Company also announced the appointment of Mr. William Geoffrey (“Geoff”) Haydon as President of Customer and Field Operations as of the Effective Date. In connection with his appointment, Mr. Haydon notified the Company’s Board of Directors (the “Board”) on April 8, 2026 of his decision to resign as a director. Mr. Haydon’s resignation from the Board was not associated with or attributable to any disagreement with the Company, the Company’s management, or any other member of the Board.
Mr. Haydon, age 60, has served as a director on the Board since October 2025. Biographical information for Mr. Haydon is set forth in the Company’s Current Report on Form 8-K filed with the SEC on October 20, 2025 and is incorporated herein by reference.
There are no family relationships between Mr. Haydon or Mr. Merrill and any director or executive officer of the Company, and neither Mr. Haydon nor Mr. Merrill has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Haydon or Mr. Merrill and any other person pursuant to which either was appointed as an officer of the Company.
Compensatory Arrangements
In connection with Mr. Merrill’s appointment, the Company and Mr. Merrill entered into an Offer Letter, dated April 10, 2026 (the “Merrill Offer Letter”). Under the terms of the Merrill Offer Letter, Mr. Merrill will receive an annual base salary of $500,000, and is eligible to receive an annual variable compensation award, based on attainment of various objectives, with an annualized target value equal to $500,000. The Merrill Offer Letter also provides that Mr. Merrill will receive (i) a one-time, sign-on equity award with a target value of approximately $1,000,000, comprised of time-based restricted stock units (“RSUs”), and (ii) an equity award with an aggregate target value of approximately $5,000,000, comprised of a mix of RSUs, financial performance stock units (“PSUs”), and relative total shareholder return (“TSR”) PSUs, in accordance with the Company’s executive plan.
In connection with Mr. Haydon’s appointment, the Company and Mr. Haydon entered into an Offer Letter, dated April 8, 2026 (the “Haydon Offer Letter”). Under the terms of the Haydon Offer Letter, Mr. Haydon will receive an annual base salary of $500,000, and is eligible to receive an annual variable compensation award, based on attainment of various objectives, with an annualized target value of 100% of Mr. Haydon’s annual base salary. The Haydon Offer Letter also provides that Mr. Haydon will receive (i) a one-time, sign-on equity award with an aggregate target value of approximately $5,500,000, and (ii) an equity award with an aggregate target value of approximately $5,000,000, in accordance with the
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Company’s executive plan, with both equity awards comprised of a mix of RSUs, PSUs, and TSR PSUs. The Haydon Offer Letter further provides that Mr. Haydon will be eligible for equity grants during the Company’s standard annual executive award grant cycle beginning in May 2027, with a target value of $5,000,000 in each of May 2027 and May 2028, subject to the approval of the Compensation Committee of the Board.
Mr. Merrill and Mr. Haydon are also eligible to participate in the standard package of benefits made available by the Company to its full-time employees from time to time.
In connection with his appointment, the Company and Mr. Haydon entered into an Executive Retention Agreement (the “ERA”). Provided Mr. Haydon executes a release of claims in favor of the Company, the ERA provides for the following severance benefits upon a termination of employment that constitutes either a “Non-CIC Qualifying Termination” or a “CIC Qualifying Termination” (both as defined in the ERA): (i) 12 months of base salary plus, in the case of a CIC Qualifying Termination only, a prorated target annual bonus, (ii) accelerated vesting of equity awards (a) in the case of a Non-CIC Qualifying Termination, as if the executive had remained employed for an additional 12 months with performance-based awards vesting at the actual level of performance, or (b) in the case CIC Qualifying Termination, in full, with performance-based awards vesting at 100% of target or, if available, actual level of performance, and (iii) a lump-sum cash payment equal to the cost of 12 months of COBRA continuation.
The foregoing descriptions of the Merrill Offer Letter, the Haydon Offer Letter, and the ERA are not complete and are qualified in their entirety by reference to the full text of the Merrill Offer Letter, the Haydon Offer Letter, and the ERA, copies of which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release announcing the appointments of Mr. Merrill and Mr. Haydon on the Effective Date. A copy of the press release is furnished as Exhibit 99.1 hereto.
This information is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into filings under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | ||||
10.1 | Offer Letter with Gary Merrill, effective as of April 13, 2026. | ||||
10.2 | Offer Letter with William Geoffrey Haydon, effective as of April 13, 2026. | ||||
10.3 | Executive Retention Agreement with William Geoffrey Haydon, dated April 13, 2026. | ||||
99.1 | Press Release dated April 13, 2026. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Inline XBRL document). | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMVAULT SYSTEMS, INC.
| Date: | April 13, 2026 | /s/ Danielle Sheer | ||||||
| Name: Danielle Sheer Title: Chief Trust Officer | ||||||||
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Media Contact: | Investor Relations Contact: | ||||
| Andrea Duffy | Michael J. Melnyk, CFA | ||||
| Commvault | Commvault | ||||
646-295-5241 andreaduffy@commvault.com | 646-522-6160 mmelnyk@commvault.com | ||||
Commvault Announces Leadership Appointments
Gary Merrill named Chief Financial Officer
Geoff Haydon named President of Customer and Field Operations
Company reaffirms fourth quarter and fiscal year 2026 guidance
TINTON FALLS, N.J. – April 13, 2026 – Commvault (NASDAQ: CVLT), a global leader in unified resilience at enterprise scale, today announced two leadership appointments, effective immediately, to support the company’s continued growth strategy. Both roles report to Commvault’s President and CEO Sanjay Mirchandani.
Gary Merrill has been named Chief Financial Officer (CFO). With more than two decades of experience at Commvault, Merrill spent 15 years in the finance organization, including as CFO from 2022–2024. As CFO, Merrill utilized his financial expertise to transform the company’s finance organization, accelerate its successful transition to a durable, high-growth subscription and SaaS business model, and build relationships with the investment community.
Merrill spent the last two years as Commvault’s Chief Commercial Officer, leading the Sales and Partner organization, and brings this unique customer-centric mindset to the CFO role.
Geoff Haydon has been appointed President of Customer and Field Operations and will oversee the end-to-end customer experience, from Sales and Partnerships through Customer Support and Success.
Haydon most recently was CEO of cybersecurity company Ontinue, a leading provider of AI-powered managed extended detection and response (MXDR) services which spun out of Open Systems in 2023. Haydon also held go-to-market leadership roles at VMware and Secureworks, focused on revenue and customer operations. He brings deep security expertise to Commvault as the company gains momentum with security-focused customers. Haydon, who has served on Commvault’s Board of Directors, will leave the Board to focus on this operating role.
Sanjay Mirchandani, Commvault’s President and CEO, said, “Gary has a long tenure with Commvault and a unique understanding of what customers need to be resilient in the AI era. He will drive disciplined financial execution that supports our growth strategy and advances long-term value for our customers, partners, and shareholders.”
Mirchandani continued, “I’ve known Geoff for years. He is a proven executive with decades of experience building and scaling global security and technology companies. His international
experience, go-to-market and leadership expertise, customer focus, and understanding of Commvault’s business position him well to accelerate our operational success.”
Merrill said, “I’m honored to return as CFO of Commvault as we embark on our next chapter of innovation for our customers. The company has a strong foundation with thousands of customers and a rapidly expanding Subscription and SaaS revenue base. I look forward to working with Sanjay, Geoff, and leaders across the company to deliver sustainable growth and profitability in FY 2027 and beyond.”
Haydon said, “Commvault has never been more relevant in cyber resilience. With an extensive background in AI-native security, international markets, and cross-functional leadership, I’m excited to roll up my sleeves in the field, lead the customer and partner operations teams, and deliver greater value for enterprises globally with a customer experience that is best-in-class.”
Fourth Quarter and Fiscal Year 2026 Guidance
Commvault reaffirms its previous fourth quarter and fiscal year 2026 guidance issued on January 27, 2026. The company will host its next earnings conference call on Tuesday, April 28, 2026 at 8:30 a.m. EDT. Investors can join the webcast by clicking here or by dialing toll free (800) 715-9871 or international (646) 307-1963 and referencing event ID 5826149.
About Commvault
Commvault (NASDAQ: CVLT) is a leader in unified resilience at enterprise scale. In a constantly evolving threat landscape, Commvault keeps customers ready by unifying data security, identity resilience, and cyber recovery, on one cloud-native, AI-enabled platform. Customers trust Commvault to conduct the fastest, most complete recoveries – not just their data, but their entire business. Purpose-built for the agentic enterprise, Commvault also enables organizations to safely embrace AI while protecting against AI-driven threats.
Safe Harbor Statement
This press release may contain forward-looking statements, including statements regarding financial projections, which are subject to risks and uncertainties, such as those related to our restructuring plans, competitive factors, difficulties and delays inherent in the development, manufacturing, marketing and sale of software products and related services, general economic conditions, outcome of litigation and others. For a discussion of these and other risks and uncertainties affecting Commvault’s business, see “Item 1A. Risk Factors” in our annual report on Form 10-K and “Item 1A. Risk Factors” in our most recent quarterly report on Form 10-Q. Statements regarding Commvault’s beliefs, plans, expectations or intentions regarding the future are forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results. Commvault does not undertake to update its forward-looking statements.
FAQ
What leadership changes did Commvault (CVLT) announce in this 8-K?
Commvault named Gary Merrill as Chief Financial Officer and principal financial officer and appointed Geoff Haydon as President of Customer and Field Operations. Haydon resigned from the Board to focus on his new operating role overseeing end-to-end customer and field activities.
How is new Commvault CFO Gary Merrill compensated under his offer letter?
Gary Merrill will receive a $500,000 annual base salary and is eligible for a $500,000 target annual variable award. He will also receive a $1,000,000 sign-on RSU grant and a $5,000,000 equity award mix of RSUs, PSUs, and TSR PSUs under Commvault’s executive plan.
What are the key compensation terms for Geoff Haydon at Commvault (CVLT)?
Geoff Haydon will earn a $500,000 annual base salary and a target bonus equal to 100% of salary. He is entitled to a $5,500,000 sign-on equity award and a $5,000,000 equity award, plus eligibility for $5,000,000 annual equity targets in May 2027 and May 2028.
What severance protections does Geoff Haydon have under his Executive Retention Agreement?
Subject to a release, Haydon’s agreement provides 12 months of base salary, a prorated target bonus for certain change-in-control terminations, accelerated equity vesting based on termination type and performance, and a lump-sum cash payment equal to 12 months of COBRA continuation costs.
Did Commvault (CVLT) change its financial outlook in this filing?
Commvault reaffirmed its previously issued fourth quarter and fiscal year 2026 guidance. The company did not provide new numerical forecasts here and confirmed it will discuss results on its earnings call scheduled for April 28, 2026 at 8:30 a.m. EDT.
When is Commvault’s next earnings conference call mentioned in this document?
Commvault plans to host its next earnings conference call on April 28, 2026 at 8:30 a.m. EDT. Investors can access the webcast online or join by phone using the listed toll-free and international numbers and the specified event ID.