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Correspondence

March 11, 2010

VIA EDGAR

Mr. Mark P. Schuman

Branch Chief — Legal

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Form 10-K for Fiscal
Year Ended March 31, 2009

Filed May 19, 2009

File No. 001-33026

Dear Mr. Schuman

This letter responds to the Staff’s comment letter dated January 27, 2010 addressed to N.
Robert Hammer, Chief Executive Officer of CommVault Systems, Inc. (the “Company”), regarding the
above-referenced filing. Set forth below are the Company’s responses to the Staff’s comments.
Numbered responses below correspond to the numbering in the Staff’s letter.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 32

Overview, page 32

    1.

    Although this section discusses certain known material opportunities presented by known
treads and uncertainties, as well as the actions you are taking to address these
opportunities, challenges and risks, it appears that you have discussed the impact of certain
trends, such as cloud computing, during earnings calls, and have not included corresponding
disclosure in this section of your filings. Disclosure of a trend, demand, commitment, event
or uncertainty is required unless you are able to conclude either that it is not reasonably
likely that the trend, uncertainty or other event will occur or come to fruition, or that a
material effect on your liquidity, capital resources or results of operations is not
reasonably likely to occur. One of the principal objectives of MD&A is to provide information
about the quality and potential variability of a company’s earnings and cash flow, so that
readers can ascertain the likelihood that past performance is indicative of future
performance. Ascertaining this indicative value depends to a significant degree on the
quality of disclosure about the facts and circumstances surrounding known material trends and
uncertainties in MD&A. When drafting this section of future filings, please
refer to Section III.B.3 of SEC Release No. 33-8350. Please note that this comment also
applies to your quarterly reports on Form 10-Q.

The Company previously responded to this comment on February 5, 2010 in a correspondence letter to
the Staff.

Liquidity and Capital Resources, page 44

    2.

    We note the discussion of your stock repurchase program. This discussion should include an
analysis explaining the underlying business objectives/reasons for this program, as well as
its implications for your capital resources and future operations. See Sections III.B.4 and
IV of SEC Release No. 33-8350. Please note that this comment also applies to your quarterly
reports on Form 10-Q.

The Company previously responded to this comment on February 5, 2010 in a correspondence letter to
the Staff.

Item 11. Executive Compensation, page 79 (Incorporated by Reference From Proxy Statement Filed
July 10, 2009)

Executive Compensation, page 12

Compensation Discussion and Analysis, page 12

Components of Executive Compensation, page 13

Base Salary, page 13

    3.

    For each named executive officer, please provide a reasonably detailed explanation of the
reasons for the specific amount that you increased their base salary for fiscal 2009.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

Non-Equity Incentive Plan Compensation, page 14

    4.

    Please provide a more detailed explanation of the company’s performance against the total
revenue target and linking the company’s performance against the target to the actual amounts
awarded to Messrs. Hammer, Bunte, and Miceli.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

    5.

    We note your statement that with respect to quantitative goals, Messrs. Bunte and Miceli are
generally measured against the same performance objectives as Mr. Hammer. Please describe the
extent to which the quantitative goals for Messrs. Bunte and Miceli vary from those set forth
for Mr. Hammer.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

    6.

    Please provide a more detailed explanation of the qualitative objectives for Messrs. Bunte
and Miceli, as well as how their performance against such objectives resulted in the specific
amount of non-equity incentive plan compensation they each received.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

    7.

    Please provide a more detailed explanation of the company’s quarterly performance against the
targets set for Messrs. Miiller and Rose, as well as how the performance against such targets
resulted in the specific amount of non-equity incentive plan compensation they each received.

Please see Exhibit A attached to this response letter
for a revised version of the Company’s fiscal 2009 “Executive Compensation” section contained
within its Proxy Statement filed on July 10, 2009. The revised disclosures reflect the substance
that the Company proposes to incorporate into future Proxy Statement filings. All proposed
additional disclosures are marked to identify the proposed changes.

If you have any questions regarding the foregoing, feel free to contact Louis Miceli, Vice
President and Chief Financial Officer, at (732) 870-4004, or the undersigned at (732) 870-4622.

    Sincerely,

    /s/  N. Robert Hammer

    N. Robert Hammer

    Chairman, President and Chief Executive Officer

Cc: Evan S. Jacobson, Barbara C. Jacobs

Exhibit
A

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Membership and Organization

The Compensation Committee of the Board of Directors, or the Compensation Committee, has
responsibility for establishing, implementing, and continually monitoring adherence with the
Company’s compensation philosophy. Its duties include:

    •

    setting the total compensation of our Chief Executive Officer and evaluating his
performance based on corporate goals and objectives;

    •

    reviewing and approving the Chief Executive Officer’s decisions relevant to the total
compensation of the Company’s other executive officers;

    •

    making recommendations to the Board of Directors with respect to equity-based plans in
order to allow us to attract and retain qualified personnel; and

    •

    reviewing director compensation levels and practices, and recommending, from time to
time, changes in such compensation levels and practices to the Board of Directors.

The members of our compensation committee are Messrs. Fanzilli, Geeslin and Geday. Mr. Geeslin
currently serves as Chairman of the Compensation Committee. Each member of the Compensation
Committee is an “independent director” as such term is defined by Nasdaq’s Marketplace Rules. The
Compensation Committee meets at scheduled times during the year and meets on an as necessary
interim basis. Additionally, the Compensation Committee considers and takes action by written
consent. The Compensation Committee met four times during fiscal year 2009. Also, the Compensation
Committee, or a sub-committee thereof, acted by unanimous written consent 16 times during fiscal
year 2009.

Compensation Philosophy and Objectives

As a growing high-technology company, we operate in an extremely competitive and rapidly
changing industry. We believe that the skill, talent, judgment and dedication of our executive
officers are critical factors affecting the long-term value of our company. The Compensation
Committee’s philosophy and objectives in setting compensation policies for executive officers are
to align pay with performance, while at the same time providing fair, reasonable and competitive
compensation that will allow us to retain and attract superior executive talent. The Compensation
Committee strongly believes that executive compensation should align executives’ interests with
those of shareholders by rewarding achievement of specific annual, long-term, and strategic goals
by the Company, with the ultimate objective of improving long-term stockholder value. The specific
goals that our current executive compensation program rewards are focused primarily on revenue
growth and profitability. To that end, the Compensation Committee believes executive compensation
packages provided by the Company
to its executive officers should include a mix of both cash and equity-based compensation that
reward performance as measured against established goals. As a result, the principal elements of
our executive compensation are base salary, non-equity incentive plan compensation, long-term
equity incentives generally in the form of stock options and/or restricted stock and
post-termination severance and acceleration of equity award vesting for certain named executive
officers upon termination and/or a change in control.

Our goal is to maintain an executive compensation program that will fairly compensate our
executives, attract and retain qualified executives who are able to contribute to our long-term
success, induce performance consistent with clearly defined corporate goals and align our
executives’ long-term interests with those of our shareholders. The decision on the total
compensation for our executive officers is based primarily upon an assessment of each individual’s
performance and the potential to enhance long-term stockholder value. Often, judgment is relied
upon and not upon rigid guidelines or formulas in determining the amount and mix of compensation
for each executive officer. Factors affecting such judgment include performance compared to
strategic goals established for the individual and the Company at the beginning of the year, the
nature and scope of the executive’s responsibilities, and effectiveness in leading initiatives to
achieve corporate goals.

Role of Executive Officers in Compensation Decisions

The Compensation Committee is responsible for setting the compensation of our Chief Executive
Officer and also reviewing and approving our Chief Executive Officer’s decisions relevant to the
compensation of our other executive officers. Our Chief Executive Officer, Chief Financial Officer
and Vice President of Human Resources support the Compensation Committee in its work by providing
information relating to our financial plans, performance assessments of our executive officers and
other personnel-related data. In addition, the Compensation Committee has authority under its
charter to engage outside advisors and experts for advice as appropriate.

Peer Analysis of Executive Compensation

In the fourth quarter of fiscal 2008, we engaged Radford Surveys + Consulting (“Radford”) to
conduct a review and provide peer analysis information for structuring our base salary and
non-equity incentive plan compensation programs. The Compensation Committee and Management used
this data to ensure that our compensation programs are optimally structured to retain our highly
experienced executive management team, to keep management focused during the expected period of
growth following our initial public offering, to motivate management to maximize stockholder value
and to align our compensation practices with other technology industry companies of similar size.
Radford provided compensation survey data from 50 technology industry companies with annual
revenue in the range of $150 million to $300 million. A partial list of the companies included in
the survey include Advent Software, Inc., Ariba, Inc., Bigband Networks, Inc., Borland Software
Corporation, Cognex Corporation, Dot Hill Systems Corporation, Exponent, Inc., I2 Technologies,
Inc., Intervoice, Inc., Interwoven, Inc., Iomega Corporation, Macrovision Corporation, Omnicell,
Inc., Openwave Systems, Inc., QAD, Inc., Radiant Systems, Inc., Shutterfly, Inc., Vicor
Corporation, Vignette Corporation, and Websense, Inc. The results of the Radford survey data and
the subsequent recommendations were presented to the Compensation Committee as part of our fiscal
2009 executive compensation decisions for base salary and non-equity incentive compensation.

In the third quarter of fiscal 2009, we updated our peer analysis of executive compensation
related to our equity compensation practices in anticipation of our fiscal 2010 long-term equity
incentive award that was granted in December 2008. Radford provided us with technology industry
survey data regarding the equity compensation of comparable executive positions at comparable
technology industry companies. This survey data consisted of 33 technology industry companies with
annual revenue in the range of $200 million to $500 million (median of $262 million) many of which
were the same companies identified in the survey data obtained during the fourth quarter of fiscal
2008 discussed above.

Components of Executive Compensation

The principal components of compensation for our executive officers are:

    •

    Base salary;

    •

    Non-equity incentive plan compensation;

    •

    Long-term equity incentives; and

    •

    Other benefits

Base salary

We provide our executive officers and other employees with base salary to compensate them for
services rendered during the fiscal year. We believe that our base salaries are competitive and we
generally target our executive officer base salaries against the 60th percentile and
total cash compensation against the 75th percentile of the technology industry survey
data obtained. These percentiles are being used because we have historically achieved revenue and
earnings growth that is in the top tier of companies in our industry. In some circumstances it may
be necessary to provide compensation above these levels; these circumstances include the need to
retain key individuals, to recognize roles that were larger in scope or accountability than
standard market positions and/or to reward individual performance.

2

Salary levels are typically reviewed annually each April as part of our performance review
process as well as upon a promotion or other change in job responsibility. In addition to
considering the analysis provided by Radford discussed above, the Compensation Committee considered
the scope of and accountability associated with each executive officer’s position, the performance
of each executive officer during fiscal 2008 and the overall experience of each executive officer
when approving base salary levels for fiscal 2009. For fiscal 2009, the base salaries accounted for
approximately 27% of total compensation for our Chief Executive Officer and 29% for our other named
executive officers. The table below shows the fiscal 2008 and 2009 base salary rates for each
named exec