DEF 14A of Elastic N.V., Aug 27, 2024

DEF 14A of Elastic N.V.

Filed Aug 27, 2024 · FY20240001707753-24-000029

Open on EDGAR

  1. Board of Directors

    Board of Directors The board of directors of the Company is responsible for establishing broad corporate policies and overseeing the overall performance of the Company. The board of directors selects the Company’s senior management, delegates authority for the conduct of the Company’s day-to-day operations to senior management, and monitors their performance. Members of the board of directors exercise their oversight role by, among other actions, participating in meetings of the board of directors and committees and by reviewing analyses and reports provided to them. We have a one-tier board of directors, consisting of executive and non-executive directors. The board of directors determines the number of executive and non-executive directors. The board of directors is currently composed of nine directors. We have two executive directors, our Chief Executive Officer and our Chief Technology Officer, and seven non-executive directors. We have a classified board of directors in which directors serve for staggered terms. Under the Company’s articles of association, each director may be appointed for a maximum term of three years, provided that the director’s term will lapse immediately after the close of the first annual general meeting held after three years (or less if the term is shorter than three years) have lapsed since the director’s appointment, or until the director’s earlier death, resignation or removal. A director may be reappointed, and the three-year maximum term may be deviated from, by resolution of the general meeting of shareholders upon a proposal of the board of directors. The following table sets forth the names, ages as of August 21, 2024, and certain other information for each of the directors who are nominees for appointment as a director at the Annual Meeting and for each of the continuing members of our board of directors:

  2. Board of Directors

    | Name | Age | Director Since | Current Term Expires | Expiration of Term For Which Nominated | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Nominees for Director | | | | | | | | | | Shay Banon Executive Director Chief Technology Officer (“CTO”) | 46 | 2012 | 2024 | 2027 | No (CTO) | | | | | Chetan Puttagunta Chairperson Lead Independent Director | 38 | 2017 | 2024 | 2027 | Yes | ü | | © | | Shelley Leibowitz | 63 | 2021 | 2024 | 2027 | Yes | ü | | ü | | Continuing Directors | | | | | | | | | | Ashutosh Kulkarni Executive Director Chief Executive Officer (“CEO”) | 49 | 2022 | 2025 | - | No (CEO) | | | | | Sohaib Abbasi Vice-Chairperson | 68 | 2022 | 2025 | - | Yes | | ü | | | Paul Auvil | 60 | 2024 | 2026 | | Yes | © | ü | | | Alison Gleeson | 59 | 2020 | 2026 | - | Yes | | © | | | Caryn Marooney | 57 | 2019 | 2026 | - | Yes | | | ü | | Steven Schuurman | 48 | 2012 | 2025 | - | Yes | | | |

  3. Board of Directors

    | © | = | Committee Chair |

  4. Board Diversity

    Board Diversity We believe that our board of directors should reflect a diversity of perspectives and backgrounds. We have had a formal diversity policy since our initial public offering. When assessing the background, qualifications and experience of a candidate for our board of directors, the board of directors takes into account a broad range of factors, including such diversity attributes, among others, as the candidate’s gender, race, ethnicity, education, professional background, and international experience. The table below presents certain self-identified characteristics of our director nominees and continuing directors.

  5. Board Diversity

    | Board Diversity Matrix | | | | | | Total Number of Directors: 9 | | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 3 | 6 | - | - | | Number of Directors Who Identify as: | | | | | | African American or Black | - | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | - | 3 | - | - | | Hispanic or Latinx | - | - | - | - | | Middle Eastern | - | 1 | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White (not of Hispanic or Latinx origin) | 3 | 2 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | | | |

  6. Board Skills and Experience Matrix

    Board Skills and Experience Matrix Our board of directors has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add value to the strategic decisions made by the Company and that enable them to provide oversight of management to ensure accountability to our shareholders. The matrix below summarizes some of the most relevant types of experience, qualifications, attributes, and skills shared among our board members.

  7. Board Skills and Experience Matrix

    | | | Abbasi | Auvil | Banon | Gleeson | Kulkarni | Leibowitz | Marooney | Puttagunta | Schuurman | | | Industry and IT/Technical Expertise Expertise in the technology industry to oversee our business and address the opportunities and risks we face | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Scaling a Cloud Business Experience growing a successful cloud business, reaching multi-billion dollar scale and maturity | ü | ü | ü | ü | ü | ü | | ü | | | | CEO Experience Experience as CEO of a publicly traded company | ü | | ü | | ü | | | | | | | Modern Cloud Technology Expertise Deep knowledge in technology architecture for cloud-based platforms, integrated solutions and customers’ data journey | ü | | ü | | ü | | | ü | | | | Financial Knowledge and Expertise Knowledge of financial markets, financing and accounting and financial reporting processes | ü | ü | | | | ü | | ü | | | | Diverse Backgrounds and Experiences, Including International Experience Diverse backgrounds and experiences that provide unique perspectives and enhance decision-making | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Cybersecurity / Information Security / Security Expertise to oversee cybersecurity, privacy, and information security management | ü | ü | ü | | ü | ü | | | | | | Sales, Marketing and Brand Management Experience Sales, marketing, and brand management experience to provide expertise and guidance to grow sales and enhance our brand | ü | | ü | ü | ü | | ü | | ü | | | Human Capital Management Experience attracting and retaining diverse top talent to oversee our people and compensation policies in our competitive environment | ü | ü | ü | ü | ü | ü | ü | ü | ü | | | Public Company Board Experience and Corporate Governance Experience to understand the dynamics and operation of a public company, and corporate governance requirements and compliance | ü | ü | ü | ü | ü | ü | ü | ü | |

  8. Board Skills and Experience Matrix

    Set forth below is biographical information, as of August 21, 2024, about the persons nominated for appointment at the Annual Meeting and the continuing directors, as well as the qualifications, experience, and skills the board of directors considered in determining that each such person should serve as a director.

  9. Nominees for Director

    Nominees for Director

  10. Nominees for Director

    | | Shay Banon (Chief Technology Officer) | | | | Background and Experience | | | | Shay Banon co-founded our Company and has served as a member of our board of directors since July 2012 and as our CTO since January 2022. Mr. Banon served as our CEO from May 2017 to January 2022, and as our Chairperson and CEO from June 2018 to January 2022. He previously also served as our CTO from July 2012 to April 2017. Mr. Banon is the creator of our Elasticsearch product. | | | Age: 46 | | | | Education | | Qualifications | | Mr. Banon holds a B.Sc. in Computer Science from Technion, Israel Institute of Technology. | | The board of directors believes that Mr. Banon is qualified to serve as a member of our board of directors because of the perspective and experience he brings as our CTO, our prior CEO and co-founder, and his experience as an executive in the technology industry. |

  11. Nominees for Director

    | | Chetan Puttagunta (Chairperson and Lead Independent Director) | | | | Background and Experience | | | | Chetan Puttagunta has served as a member of our board of directors since January 2017, as our Chairperson since January 2022, and as our Lead Independent Director since June 2018. Mr. Puttagunta has served as General Partner of Benchmark Capital Partners, a venture capital firm, since July 2018. | | | Age: 38 | | | | Nominating and Corporate Governance Committee (Chair) Audit Committee | •From October 2016 until July 2018, Mr. Puttagunta served as a General Partner of New Enterprise Associates, a venture capital firm he joined in April 2011. •Mr. Puttagunta also serves on the boards of directors of various private companies. | | | Education | | Qualifications | | Mr. Puttagunta holds a B.S. in Electrical Engineering from Stanford University. | | The board of directors believes that Mr. Puttagunta is qualified to serve as a member of our board of directors because of his knowledge of the technology industry and his extensive experience in the venture capital industry. |

  12. Nominees for Director

    | | Shelley Leibowitz | | | | Background and Experience | | | | Shelley Leibowitz has served as a member of our board of directors since October 2021. Ms. Leibowitz has served since January 2016 as President of SL Advisory, which provides advice and insights in innovation and digital transformation, information technology portfolio and risk management, digital trust, performance metrics, and effective governance. | | | | •From 2009 through 2012, Ms. Leibowitz served as Chief Information Officer for the World Bank Group. •Prior to that service, Ms. Leibowitz held Chief Information Officer positions at top-tier financial institutions, including Morgan Stanley, a global financial services firm, and Greenwich Capital Markets, a fixed income financial services firm. •She currently serves as a director of Morgan Stanley. Previously she served as a director of Massachusetts Mutual Life Insurance Company, an insurance and financial services provider, from October 2019 to April 2021, E*Trade Financial Corporation, a financial services company, from December 2014 to October 2020, and AllianceBernstein Holding L.P., a global asset management firm, from November 2017 to June 2019. •Ms. Leibowitz also serves on the boards of directors of private companies in the cybersecurity and risk arenas. | | | Age: 63 | | | | Audit Committee Nominating and Corporate Governance Committee | | | | Education | | Qualifications | | Ms. Leibowitz holds a B.A. in Mathematics from Williams College. | | The board of directors believes that Ms. Leibowitz is qualified to serve as a member of our board of directors because of her current and prior executive and directorship experience and extensive leadership and experience in technology services, digital transformation, and information security. |

  13. Continuing Directors

    Continuing Directors

  14. Continuing Directors

    | | Ashutosh Kulkarni (Chief Executive Officer) | | | | Background and Experience | | | | Ashutosh Kulkarni has served as our CEO since January 2022 and as a member of our board of directors since March 2022. Mr. Kulkarni previously served as our Chief Product Officer (“CPO”) from January 2021 to January 2022. | | | | •Prior to joining us, Mr. Kulkarni served as Executive Vice President and Chief Product Officer, Enterprise Business Group, at McAfee, a digital provider of cyber security services, from October 2018 until December 2020. •Prior to joining McAfee, Mr. Kulkarni served as Senior Vice President and General Manager at Akamai Technologies, a content delivery network, cybersecurity, and cloud service company, in the Web Performance and Web Security division from August 2016 to October 2018 and in the Web Experience division from August 2015 to August 2016. •Prior to that service, Mr. Kulkarni held various senior leadership, product management, product marketing and engineering roles at Akamai Technologies, Informatica, and Sun Microsystems. | | | Age: 49 | | | | Education | | Qualifications | | Mr. Kulkarni earned an M.S. in computer engineering from the University of Texas at Austin, an M.B.A. degree from the University of California, Berkeley and a B.E. in engineering from the University of Mumbai. | | The board of directors believes that Mr. Kulkarni is qualified to serve as a member of the Board because of the perspective he brings as our CEO, our former CPO, and his experience as an executive in the technology industry. |

  15. Continuing Directors

    | | Sohaib Abbasi (Vice-Chairperson) | | | | Background and Experience | | | | Sohaib Abbasi has served as a member of our board of directors and as our Vice-Chairperson since July 2022. He has also served as a member of the Executive Council of Balderton Capital, a venture capital firm, since January 2018 and as a Senior Advisor of TPG Global, a private equity firm, since July 2017. | | | | •From July 2004 to August 2015, Mr. Abbasi served as the Chief Executive Officer of Informatica, a data integration company, where he also served as the Chair and a member of the board of directors from March 2004 to December 2015. •Mr. Abbasi previously served in various executive roles at Oracle, a computer technology corporation, most recently as a member of Oracle's executive committee and as Senior Vice President of the Oracle Tools and Oracle Education divisions. •He currently serves on the board of directors of Udemy, an online global learning platform company and previously served as a director of McAfee, a computer security software company, from November 2018 to March 2022, New Relic, an enterprise software company, from May 2016 to September 2019, Nutanix, a cloud computing company, from March 2020 to December 2020, and Red Hat, a provider of enterprise open-source software solutions, from March 2011 to July 2019. •He also currently serves on the boards of directors of several private companies | | | Age: 68 | | | | Compensation Committee | | | | Education | | Qualifications | | Mr. Abbasi holds a B.S. and an M.S. in Computer Science from the University of Illinois at Urbana-Champaign. | | The board of directors believes that Mr. Abbasi is qualified to serve as a member of our board of directors because of his prior experience as CEO of a public technology company and his current and prior executive and directorship experience for multiple large public and private technology companies. |

  16. Continuing Directors

    | | Paul Auvil | | | | Background and Experience | | | | Paul Auvil has served as a member of our board of directors since October 2023. •From March 2007 to February 2023, Mr. Auvil served as the CFO of Proofpoint, an enterprise security company that provides software as a service and products for email security, data loss prevention, electronic discovery, and email archiving. •From September 2006 to March 2007, Mr. Auvil was an entrepreneur-in-residence with Benchmark Capital, a venture capital firm. Prior to that position, from 2002 to July 2006, he served as the CFO at VMware, a virtualization company. Previously, he served as the CFO for Vitria Technology, an eBusiness platform company, and held various executive positions at VLSI Technology, a semiconductor and circuit manufacturing company, including Vice President of the Internet and Secure Products Division. •Mr. Auvil previously served on the board of directors of 1Life Healthcare (doing business as One Medical) from September 2019 to February 2023, when it was acquired by Amazon. •Mr. Auvil currently also serves on the board of directors of Cerebras, an artificial intelligence chipmaker, where he is the audit committee chair. | | | Age: 60 | | | | Audit Committee (Chair) Compensation Committee | | | | Education | | Qualifications | | Mr. Auvil holds a Bachelor of Engineering degree from Dartmouth College and a Master of Management degree from the J.L. Kellogg Graduate School of Management, Northwestern University. | | The board of directors believes that Mr. Auvil is qualified to serve as a member of our board of directors because of his prior experience as CFO of public technology companies and his current and prior executive and directorship experience for multiple large public and private technology companies. |

  17. Continuing Directors

    | | Alison Gleeson | | | | Background and Experience | | | | Alison Gleeson has served as a member of our board of directors since January 2020. She has served as a sales strategic advisor to Verkada, a professional monitoring and video verification threat detection company, since August 2021, and as Special Advisor and Operating Committee Member at Brighton Park Capital, an investment firm, since October 2019. | | | | •From November 2018 to September 2019, Ms. Gleeson was a private investor. •From January 1996 to October 2018, Ms. Gleeson served in various roles with Cisco, a provider of software-defined networking, cloud and security solutions, most recently as Senior Vice President, Americas from July 2014 to October 2018. •Ms. Gleeson currently also serves on the boards of directors of 8x8, a cloud-based provider of voice over IP products, where she is the compensation committee chair, ZoomInfo Technologies, a comprehensive sales and marketing intelligence software-as-a-service platform, and various private companies. | | | Age: 59 | | | | Compensation Committee (Chair) | | | | Education | | Qualifications | | Ms. Gleeson holds a B.A. in Marketing from Michigan State University. | | The board of directors believes that Ms. Gleeson is qualified to serve as a member of our board of directors because of her prior executive and go-to-market experience for a large public company. |

  18. Continuing Directors

    | | Caryn Marooney | | | | Background and Experience | | | | Caryn Marooney has served as a member of our board of directors since April 2019. She has served as a General Partner of Coatue Management, a technology-focused venture capital firm, since November 2019. | | | | •From May 2011 to May 2019, Ms. Marooney served in various roles at Meta (formerly Facebook), a social networking and technology company, most recently serving as Vice President, Global Communications from March 2012 to May 2019. •From June 1997 to March 2011, Ms. Marooney served in various roles, including President and CEO, with The OutCast Agency, a public relations firm. •Ms. Marooney served as a member of the board of directors of Zendesk, a software development company that provides a software-as-a-service customer service platform, from January 2014 to May 2020. •Ms. Marooney also serves on the boards of various private companies. | | | Age: 57 | | | | Nominating and Corporate Governance Committee | | | | Education | | Qualifications | | Ms. Marooney holds a B.S. in Labor Relations from Cornell University. | | The board of directors believes that Ms. Marooney is qualified to serve as a member of our board of directors because of her prior executive experience and her experience advising technology companies. |

  19. Continuing Directors

    | | Steven Schuurman | | | | Background and Experience | | | | Steven Schuurman co-founded our Company and has served as a member of our board of directors since July 2012 and previously served as our CEO from July 2012 to May 2017. Mr. Schuurman serves on the boards of various private companies. | | | Age: 48 | | | | Education | | Qualifications | | Mr. Schuurman holds a B.Sc. in Electrical Engineering from TH Rijswijk, now known as The Hague University of Applied Sciences. | | The board of directors believes that Mr. Schuurman is qualified to serve as a member of our board of directors because of his deep understanding of our business, operations, and strategy due to his role as our co-founder and former CEO. |

  20. Non-Executive Director Compensation

    Non-Executive Director Compensation Each non-executive director is eligible to receive compensation for service on the board of directors and its committees consisting of annual cash retainers and equity awards. Our board of directors has the discretion to revise non-executive director compensation as it deems necessary or appropriate, in accordance with our remuneration policy as previously adopted by an annual general meeting of shareholders (the “Remuneration Policy”). Cash Compensation. For fiscal year 2024, all non-executive directors were eligible to receive the following cash compensation for their services: •$35,000 per year for service as a board member; •$20,000 per year additionally for service as Lead Independent Director; •$20,000 per year additionally for service as chair of the Audit Committee; •$10,000 per year additionally for service as an Audit Committee member; •$15,000 per year additionally for service as chair of the Compensation Committee; •$7,675 per year additionally for service as a Compensation Committee member; •$11,000 per year additionally for service as chair of the Nominating and Corporate Governance Committee; and •$5,000 per year additionally for service as a Nominating and Corporate Governance Committee member. All cash payments to non-executive directors, or the retainer cash payments, are paid quarterly in arrears on a pro-rated basis. Equity Compensation. For fiscal year 2024, our non-executive directors were eligible for nondiscretionary, automatic grants of restricted stock units, except for any non-employee director who either (i) beneficially owns more than 2% of the outstanding and issued share capital of the Company, or (ii) is a partner or a member of any venture capital firm that owns securities of the Company representing more than 2% of the outstanding and issued share capital of the Company. •Initial award. Any eligible non-executive director is granted an initial award of restricted stock units covering a number of shares having a grant date fair value equal to $200,000 pro-rated for the amount of time that remains in the 12-month period prior to the next scheduled annual general meeting of the Company’s shareholders (and if the date of such annual general meeting of the Company’s shareholders is not known, the one-year anniversary of the most recent Annual Award referred to below granted to non-executive directors), rounded down to the nearest whole share (the “Initial Award”). The shares underlying the Initial Award will settle on the earlier of (i) the one-year anniversary of the date the Initial Award is granted or (ii) the day prior to the date of the annual general meeting of our shareholders next following the date the Initial Award is granted, subject to continued service through the applicable vesting date. •Annual award. For fiscal year 2024, on the date of the general meeting of the Company’s shareholders, each eligible non-executive director was eligible to be granted an award of restricted stock units covering a number of shares having a grant date fair value equal to $200,000 (the “Annual Award”). The shares underlying the Annual Award will settle on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual general meeting of our shareholders next following the date the Annual Award is granted, subject to continued service through the applicable vesting date. The grant date fair value is computed in accordance with GAAP. Any award of restricted stock units granted under our non-executive director compensation policy will fully vest and become exercisable in the event of a change in control, as defined in our Amended and Restated 2012 Stock Option Plan (the “Stock Plan”), provided that the director remains a director through such change in control. Further, our Stock Plan provides that in the event of a merger or such change in control, each outstanding equity award granted under our Stock Plan that is held by a non-executive director will fully vest, all restrictions on the shares subject to such award will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all of the shares subject to such award will become fully exercisable, if applicable, provided such director remains a director through such merger or change in control.

  21. Fiscal 2024 Non-Executive Director Compensation Table

    Fiscal 2024 Non-Executive Director Compensation Table The table below shows the total compensation awarded to those serving as non-executive directors for fiscal year 2024. Totals may not sum due to rounding.

  22. Fiscal 2024 Non-Executive Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Sohaib Abbasi (2) | 42,657 | 199,994(3) | 242,651 | | Paul Auvil (2) | 35,718 | 199,994(3) | 235,712 | | Jonathan Chadwick (4) | 26,939 | — | 26,939 | | Alison Gleeson (2) | 50,000 | 199,994(3) | 249,994 | | Shelley Leibowitz (2) | 49,900 | 199,994(3) | 249,894 | | Caryn Marooney (2) | 39,900 | 199,994(3) | 239,893 | | Chetan Puttagunta (2) | 75,800 | 199,994(3) | 275,793 | | Steven Schuurman (5) | 35,000 | — | 35,000 |

  23. Fiscal 2024 Non-Executive Director Compensation Table

    (1)The amounts shown represent the grant date fair value of restricted stock unit (“RSU”) awards granted in fiscal year 2024 for financial reporting purposes pursuant to the provisions of the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC 718”). Such amounts do not represent amounts paid to or realized by the non-executive director. See Note 11, “Equity Incentive Plans,” of the Notes to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024 regarding assumptions underlying valuation of equity awards. Additional information regarding the RSUs awarded to each non-executive director for fiscal year 2024 is set forth in the footnotes below. (2)As of April 30, 2024, the non-executive director held 2,627 RSUs and no options to purchase ordinary shares. (3)Represents the aggregate grant date fair value of RSUs granted to the incumbent non-executive directors on October 5, 2023, under the terms of our non-executive director compensation policy for fiscal year 2024 and the Stock Plan, and calculated in accordance with ASC 718 based on the closing market price of our ordinary shares on the grant date as reported on the NYSE. (4)Mr. Chadwick’s term as a member of our board of directors expired at our 2023 annual general meeting of shareholders. As of April 30, 2024, Mr. Chadwick held no RSUs or options to purchase ordinary shares. (5)Mr. Schuurman did not receive any grants of RSUs or options to purchase ordinary shares for fiscal year 2024 in accordance with our non-executive director compensation policy, which provides that a non-employee director who, at the time of appointment or the date of the annual general meeting, either (i) beneficially owned more than 2% of the outstanding and issued share capital of the Company, or (ii) was a partner or a member of any venture capital firm that owns securities of the Company representing more than 2% of the outstanding and issued share capital of the Company, is not eligible to receive equity awards. As of April 30, 2024, Mr. Schuurman held no RSUs or options to purchase ordinary shares.

  24. Fiscal Year 2024 Executive Compensation Highlights

    | •Pay For Performance - Maintained emphasis on variable and long-term equity compensation elements as the most significant component of compensation for each named executive officer. In aggregate, fixed salary made up 7.3% of target total direct compensation for named executive officers for fiscal year 2024. •Introduced Performance Share Units - Implemented a performance share unit (“PSU”) plan under which PSU grants represented 24.6% of fiscal year 2024 annual equity awards issued to named executive officers in aggregate, subject to a three-year vesting period. Attainment under the plan is based on achievement of a fiscal year 2024 total revenue target to further align NEO pay outcomes with Company growth that drives long-term shareholder value. | | | •Amended Executive Bonus Plan Design to Align with Annual Performance Period - Strengthened the tie between fiscal year objectives and short-term incentive payout by moving our executive bonus plan from a semi-annual performance period to an annual performance period. •Adjusted Weighting of Executive Bonus Plan Metrics - The bonus plan metrics of Cloud Revenue, total revenue, and non-GAAP operating margin remained the same, but the weighting of the metrics was adjusted to reflect our focus on growing our revenue while expanding margin, with the weighting of non-GAAP operating margin increased from 20% to 35%. •Adopted Share Ownership Policy - To further align the long-term interests of named executive officers and non-executive directors with those of the Company’s stakeholders, adopted a share ownership policy that establishes the minimum value of Company ordinary shares that NEOs must hold relative to their annual base salary and that non-executive directors must hold relative to their annual cash retainer. •Adopted Clawback Policy - Building on the clawback provisions of our remuneration policy, adopted a clawback policy in November 2023 that extends to named executive officers and further enables the Company to recover erroneously awarded compensation in the event of an accounting restatement in compliance with SEC rules. | |

  25. Shareholder Engagement in Fiscal Year 2024

    Shareholder Engagement in Fiscal Year 2024 At the 2023 annual general meeting of shareholders, our advisory vote on the compensation of our named executive officers (the “Say-on-Pay” vote) received approximately 83% support from our shareholders. We value our shareholders’ opinions and feedback and are committed to maintaining an active dialogue to understand their priorities and concerns. We believe that ongoing engagement builds mutual trust and alignment and is essential to our long-term success. In fiscal year 2024, we continued to engage in discussions with shareholders aimed at understanding their views on executive compensation, corporate governance and other matters. Our management team regularly updates our board of directors on these engagement efforts. The regular feedback we receive from our shareholders has helped to shape the executive compensation programs and practices adopted by management and our Compensation Committee. Feedback that we heard from shareholders was well-aligned with changes that were implemented in fiscal year 2024, including the adoption of a PSU program, amending the executive bonus plan to incorporate an annual performance period, the alignment of the metrics and weightings used in performance-based compensation plans to drivers of shareholder value, and the introduction of new clawback and share ownership policies for named executive officers. Taking into account a variety of considerations, including shareholder feedback, the Compensation Committee adopted a PSU program effective with the fiscal year 2024 annual grants. In our shareholder engagements, we discussed the intent to increase the percentage of PSUs within the total equity award value over time. For fiscal year 2024, approximately 25% of named executive officer annual equity compensation was in the form of PSUs. For fiscal year 2025, PSUs account for approximately 35% of the expected annual equity compensation of named executive officers. We intend to continue increasing the proportion of PSUs granted in the future until PSUs represent 50% of the annual equity award mix.

  26. Role of the Compensation Consultant

    Role of the Compensation Consultant The compensation consultant reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In fiscal year 2024, the Compensation Committee retained Compensia, Inc. (“Compensia”) as its compensation consultant. Compensia attended meetings of the Compensation Committee as requested and advised on executive compensation matters, including competitive market pay practices for our named executive officers and the composition of our compensation peer group. The Compensation Committee annually reviews the independence of the compensation consultant and conducts a conflict of interest assessment. In its fiscal year 2024 review, the Compensation Committee determined that Compensia is independent from Elastic’s management and that no conflict of interest exists between Elastic and Compensia.

  27. Competitive Positioning

    Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides in measuring the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. Our compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is one of several factors the Compensation Committee considers in making its decisions and recommendations with respect to the compensation of our named executive officers. After consultation with Compensia, the Compensation Committee approved the following compensation peer group as part of its decision-making process for fiscal year 2024 executive compensation actions. In identifying and selecting the companies for the compensation peer group, the following primary criteria were considered: •similar sector – publicly traded companies in the software and internet services sectors identified on a national basis; •similar revenue – within a range of approximately 0.5 to approximately 2 times our trailing four fiscal quarters’ revenue; and •similar market capitalization – within a range of approximately 0.33 to approximately 3.0 times our market capitalization as of the measurement date.

  28. Competitive Positioning

    | Peer Group for Fiscal Year 2024 | | | | | •Alarm.com | •Five9 | •Nutanix | •Sprinklr | | •Alteryx | •HubSpot | •Okta | •Tenable | | •Box | •Informatica | •Rapid7 | •UiPath | | •Cloudflare | •MongoDB | •Smartsheet | •Unity Software | | •Dynatrace | •New Relic | •Splunk | •Zscaler |

  29. Competitive Positioning

    The Compensation Committee reviews our compensation peer group annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group. The fiscal year 2024 peer group reflects the removal of Avalara, Coupa Software, Paylocity Holding, The Trade Desk, and Zendesk and the addition of Box, Dynatrace, Informatica, Nutanix, Sprinklr, UiPath, and Unity Software.

  30. Pay for Performance Philosophy

    Pay for Performance Philosophy We strive to design our executive compensation program to balance the goals of attracting, motivating, rewarding, and retaining our named executive officers with those of promoting the interests of our shareholders and other stakeholders, such as our users, customers, employees, and creditors. To this end, we seek to ensure our program is designed so that a meaningful portion of our named executive officers’ annual target total direct compensation is variable in nature. We do not determine “variable” or “fixed” pay for any named executive officer with reference to a specific percentage of target total direct compensation since the mix may change from year to year to address current corporate objectives. Our pay for performance philosophy is reflected in the target total direct compensation opportunities established for our named executive officers. In fiscal year 2024, the majority of the target total direct compensation granted to our named executive officers consisted of variable pay in the form of a performance-driven annual cash incentive plan and long-term equity compensation. We increased the performance-based portion of our executive compensation by granting PSUs as part of our fiscal year 2024 long-term incentive awards. With respect to Mr. Kulkarni, fixed pay, in the form of base salary, made up 4.8% of his target total direct compensation, while variable pay, consisting of the target annual cash incentive awards and long-term equity compensation in the form of RSU and PSU awards, accounted for 95.2% of his annualized target total direct compensation. The target total direct compensation packages of our other named executive officers were structured similarly to that of Mr. Kulkarni. In aggregate, fixed pay made up 7.3% of our named executive officers’ target total direct compensation, while variable pay accounted for 92.7% of their annualized target total direct compensation.

  31. Compensation Elements

    | Compensation Element | Description and Purpose | Aggregate % of NEO Target Total Direct Compensation (1) | | Base Salary | Base salary represents the fixed portion of the compensation of our named executive officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each named executive officer with a specified level of cash compensation during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests. | 7.3% | | Annual Short-Term Cash Incentive Compensation | The executive bonus plan provides cash incentive awards to selected employees, including our named executive officers, based upon performance against predetermined annual financial metrics. We believe that the financial performance measures used in the executive bonus plan contribute to driving the creation of long-term stakeholder value, including shareholder value, and play an important role in influencing the performance of our named executive officers, who are most directly responsible for our overall success. | 5.2% | | Long-Term Incentive Compensation (Equity) | We view long-term incentive compensation in the form of equity awards as the most critical element of our executive compensation program. We use equity awards to reward our named executive officers for long-term corporate performance based on the value of our ordinary shares, thereby aligning their interests with the interests of our stakeholders. The realized value of these equity awards bears a direct relationship to our stock price, providing an incentive for our named executive officers to create value for our shareholders. Equity awards also help us retain our named executive officers in a highly competitive market, contributing to the long-term value creation for all our stakeholders. PSUs were introduced as part of the award mix for named executive officers in fiscal year 2024 and represented approximately 25% of their overall grant value for that fiscal year. | 87.5% |

  32. Base Salary and Target Short Term Cash Incentive

    Base Salary and Target Short Term Cash Incentive The following base salary and short-term cash incentive targets were determined for our named executive officers for fiscal year 2024:

  33. Base Salary and Target Short Term Cash Incentive

    | Named Executive Officer | Fiscal Year 2023 Base Salary | Fiscal Year 2024 Base Salary (1) | Fiscal Year 2024 Incentive Target (% of Base Salary) | | Ash Kulkarni | $600,000 | $600,000 | 100% | | Janesh Moorjani | $500,000 | $525,000 | 60% | | Shay Banon | $500,000 | $500,000 | 60% | | Mark Dodds (2) | — | $500,000 | 60% | | Ken Exner | $450,000 | $480,000 | 60% |

  34. Base Salary and Target Short Term Cash Incentive

    (1) Change to base salary, if applicable, effective November 1, 2023. (2) Compensation effective as of December 7, 2023 hire date. There were no changes to incentive target percentages for named executive officers for fiscal year 2024.

  35. Executive Bonus Plan

    Executive Bonus Plan Our named executive officers participate in the Company’s executive bonus plan (“Bonus Plan”). The Bonus Plan is administered by the Compensation Committee and serves as the mechanism to provide short-term cash incentives to our named executive officers based upon our achievement against predetermined performance metrics. The Compensation Committee believes that the financial performance measures used in the Bonus Plan contribute to driving the creation of long-term stakeholder value, including shareholder value, and play an important role in influencing the performance of our named executive officers. Under the Bonus Plan, in each fiscal year (generally during the first fiscal quarter), the Compensation Committee approves the terms and conditions that will serve as the basis for determining the eligibility for, and amount of, cash incentive awards to be paid under the Bonus Plan. Effective for fiscal year 2024, the Compensation Committee amended the terms of the Bonus Plan to eliminate semi-annual performance periods previously applied to assess performance and to incorporate an annual performance period standard aligned with full fiscal year metrics. Performance under the Bonus Plan is measured annually as of April 30 of each fiscal year. A prorated mid-year payment is made based on year-to-date performance as of October 31, the end of the first half of the fiscal year. The mid-year payment is capped at 100% and is offset against full year attainment when determining the final fiscal year payout. In determining payout, the Compensation Committee reviews our achievement against the predetermined target levels for the established corporate performance measures and formally determines that achievement. Awards are paid out following the approval by the Compensation Committee and, in the case of our CEO and CTO, the approval by the board of directors. The Compensation Committee maintains sole discretion to adjust or eliminate a participant’s actual award on the basis of factors it deems relevant. The actual award payout for each named executive officer may be below, at, or above calculated attainment as determined at the Compensation Committee’s discretion or, in the case of our CEO and CTO, as recommended by the Compensation Committee to our board of directors. For fiscal year 2024, there was no discretionary action exercised with respect to any of the actual cash incentive award payments made under the Bonus Plan. Corporate Performance Metrics The annual operating plan for fiscal year 2024 was based on demanding but achievable business objectives. The corresponding corporate financial performance metrics established under the Bonus Plan for fiscal year 2024 (the “Fiscal Year 2024 Bonus Plan”) were set above actual performance for fiscal year 2023 to align short-term cash incentive compensation with strong growth objectives. The following corporate performance metrics were approved by the Compensation Committee in May 2023 and subsequently approved by the board of directors in June 2023:

  36. Executive Bonus Plan

    | Metric | FY23 Weight | FY24 Weight | Performance metrics under the Fiscal Year 2023 Bonus Plan were retained for fiscal year 2024 with adjustments in weighting aligned with our growth strategy and creation of sustainable long-term shareholder value. | | Cloud Revenue | 50% | 30% | | | Total Revenue | 30% | 35% | | | Non-GAAP Operating Margin % | 20% | 35% | | | Total | 100% | 100% | |

  37. Executive Bonus Plan

    For purposes of the Fiscal Year 2024 Bonus Plan: •“Cloud Revenue” means the portion of total revenue from Elastic Cloud, our family of cloud-based offerings. •“Non-GAAP Operating Margin %” means operating margin as calculated in accordance with GAAP, as adjusted to exclude stock-based compensation expense, employer payroll taxes on employee stock transactions, amortization of acquired intangible assets, acquisition-related expenses, and restructuring and other related charges. In establishing the performance levels for each metric, the Compensation Committee emphasized an aggressive level of growth and profitability. If performance for any metric was below the threshold performance level, there would be no payout with respect to that metric. In addition, the potential payment for any metric was capped at the maximum performance level. For all three performance metrics, for achievement between threshold and target, and between target and maximum, the payout was to be determined on a linear interpolation basis. Fiscal Year 2024 Bonus Plan Metrics and Performance Levels

  38. Executive Bonus Plan

    | Cloud Revenue | | | Total Revenue | | | Non-GAAP Operating Margin % (NGOM) | | | Attainment vs. Plan | Amount $M | Payout % | Attainment vs. Plan | Amount $M | Payout % | NGOM | Payout % | | <80% | <$450 | 0% | <80% | <$1,028 | 0% | <5.4% | 0% | | 80% | $450 | 50% | 80% | $1,028 | 50% | 5.4% | 50% | | 100% | $563 | 100% | 100% | $1,285 | 100% | 10.4% | 100% | | >120% | >$675 | 150% | >120% | >$1,542 | 150% | >15.4% | 150% |

  39. Executive Bonus Plan

    Annual Cash Incentive Payouts

  40. Executive Bonus Plan

    | Metric | Target | Achievement | Attainment % | Payout % | Weight | Total | | Cloud Revenue | $563M | $548M | 97.3% | 93.3% | 30% | 28.0% | | Total Revenue | $1,285M | $1,267M | 98.6% | 96.6% | 35% | 33.8% | | Non-GAAP Operating Margin % | 10.4% | 11.2% | 107.9% | 108.3% | 35% | 37.9% | | Total | | | | | 100% | 99.7% |

  41. Executive Bonus Plan

    Based on these determinations of actual fiscal year 2024 achievement against performance metrics, the following annual cash incentive awards were paid under the Fiscal Year 2024 Bonus Plan:

  42. Executive Bonus Plan

    | Named Executive Officer | Total Annual Cash Incentive Award for Fiscal Year 2024 (1) | | Ash Kulkarni | $598,175 | | Janesh Moorjani | $306,565 | | Shay Banon | $301,314 (2) | | Mark Dodds | $119,308 | | Ken Exner | $278,151 |

  43. Executive Bonus Plan

    (1) Annual cash incentive award amounts are inclusive of a prorated portion paid at mid-year. Final payment reflects full year results against full year plan metrics. (2) A portion of this amount has been reported on an as-converted basis from ILS to U.S. dollars as well as on an as-converted basis from GBP to U.S. dollars based on spot currency exchange rates of 1 ILS=0.2670 and 1 GBP=USD 1.25442, in each case as of fiscal year ended April 30, 2024.

  44. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term equity compensation in the form of RSUs and PSUs as a critical element of our executive compensation program. We use equity awards to incentivize and reward our named executive officers for long-term corporate performance based on the value of our ordinary shares to align their interests with the interests of our stakeholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our named executive officers to create value for our shareholders. Equity awards also help us retain our named executive officers in a highly competitive market, contributing to the long-term value creation for all our stakeholders. In addition to the initial equity award that each named executive officer receives upon hire, the Compensation Committee also grants some or all of our named executive officers additional equity awards each year as part of our annual review of our executive compensation program. The Compensation Committee does not apply a rigid formula in determining the size or type of the equity awards granted as part of our annual assessment. Instead, in making these decisions and recommendations, the Compensation Committee exercises its judgment as to the amount and type of the awards after considering the performance of each named executive officer, the compensation consultant’s recommendations based on its review of compensation practices from our peers, and the retention aspect of the unvested equity held by each. Additionally, in granting broad-based equity awards across our global employee population, the Compensation Committee considers the proportion of our total ordinary shares outstanding used for annual employee long-term equity compensation awards (our “burn rate”) in relation to companies in our compensation peer group, the potential economic and voting power dilution to our shareholders in relation to companies in our compensation peer group, and the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Addition of Performance Share Unit (PSU) Awards for Fiscal Year 2024 During fiscal year 2023, the Compensation Committee determined that we would introduce PSUs for fiscal year 2024 compensation as a component of our long-term incentive program to further emphasize performance-based compensation. PSU grants for fiscal year 2024 represented approximately 25% of the total equity award value, and for fiscal year 2025 represented approximately 35% of the expected total equity award value. The Compensation Committee intends to continue increasing the proportion of PSUs granted in the future until PSUs represent 50% of the annual equity award mix. In May 2023, the Compensation Committee recommended, and in June 2023 the board of directors approved, the fiscal year 2024 PSU Plan with the following key terms: •One-year performance period •Vesting over three years in total, with one-third of the award vesting at the conclusion of the one-year performance period •Performance based solely on the total revenue metric •Achievement of minimum threshold required for payout •Payout determined on a linear interpolation basis for achievement between threshold and target, and between target and maximum •Compensation Committee discretion in approving payout

  45. Fiscal Year 2024 PSU Plan Metric and Performance Levels

    Fiscal Year 2024 PSU Plan Metric and Performance Levels

  46. Fiscal Year 2024 PSU Plan Metric and Performance Levels

    | Total Revenue | | | The Compensation Committee selected total revenue as the performance metric under the PSU Plan because it aligns NEO pay outcomes with our ability to capture market share within our current competitive space and further capitalize on growth opportunities with the Elastic Search AI Platform. | | Attainment vs. Plan | Amount $M | Payout % | | | <80% | <$1,028 | 0% | | | 80% | $1,028 | 50% | | | 100% | $1,285 | 100% | | | >120% | >$1,542 | 200% | |

  47. Fiscal Year 2024 PSU Plan Metric and Performance Levels

    Based on total revenue of $1.267 billion, 97% of target PSUs were earned in fiscal year 2024. One-third vested at the conclusion of the one-year performance period, with the remaining shares vesting over the subsequent two years.

  48. Fiscal Year 2024 Equity Awards

    Fiscal Year 2024 Equity Awards Fiscal year 2024 PSU awards were granted to our named executive officers in June 2023 with the intent that PSU awards constitute approximately 25% of the total equity award value granted to named executive officers for fiscal year 2024. RSU awards were granted to our named executive officers in December 2023. In determining the value of each award, the Compensation Committee considered the competitive market analysis prepared by its compensation consultant, the recommendations of Mr. Kulkarni where applicable, and the long-term incentive factors described above. PSU awards granted in fiscal year 2024 vest over three years, with one-third vesting at the end of the fiscal year performance period after adjustment for actual performance relative to the pre-established targets, and the remainder of the awards vesting on a quarterly basis over eight quarters. RSU awards granted in fiscal year 2024 vest over four years in equal quarterly installments. All vesting is subject to continued service through the applicable vesting date. For more details regarding our annual equity awards, see the section below titled “Executive Compensation Tables—Fiscal 2024 Outstanding Equity Awards as of Fiscal Year End.” The aggregate equity awards granted to our named executive officers for fiscal year 2024 were as follows:

  49. Fiscal Year 2024 Equity Awards

    | Named Executive Officer | FY24 PSUs (value) | FY24 RSUs (value) | Total FY24 Equity Award (value) (1) | PSU % of Grant Total | | Ash Kulkarni | $2,875,000 | $8,375,000 | $11,250,000 | 25.6% | | Janesh Moorjani | $1,450,000 | $4,550,000 | $6,000,000 | 24.2% | | Shay Banon | $750,000 | $2,450,000 | $3,200,000 | 23.4% | | Mark Dodds (2) | — | $10,000,000 | $10,000,000 | — | | Ken Exner | $1,075,000 | $3,425,000 | $4,500,000 | 23.9% |

  50. Fiscal Year 2024 Equity Awards

    (1) For purposes of this Compensation Discussion and Analysis, “award value” generally means an economic target value, as distinct from the grant date fair value under the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718. The actual number of our ordinary shares subject to an equity award was determined by dividing the applicable award value by one of the following per share values, as applicable: (i) with respect to the RSUs granted to Mr. Dodds, the value per share was equal to the average trading price of our ordinary shares for the month in which he commenced service; and (ii) with respect to all other equity grants shown in this table, the value per share was equal to the fair market value of any ordinary share of the Company on the date of grant, as measured by the closing price of our ordinary shares on that date as reported on the NYSE. (2) Given the fiscal year performance period associated with the PSU plan and Mr. Dodds’ mid-year hire date, his new-hire equity award was issued entirely in the form of RSUs. Future equity awards issued to Mr. Dodds are expected to be composed of PSUs and RSUs in the same mix as other named executive officers. We remain committed to the goal of increasing PSUs to represent 50% of the total equity award value for our named executive officers over time. For fiscal year 2025, PSU awards have been determined at approximately 35% of the expected total equity award value for our named executive officers in aggregate.

  51. Equity Award Grant Policy

    Equity Award Grant Policy Our equity award grant policy governs our grant of equity awards under our Stock Plan and such other equity compensation plans as we may adopt from time to time. Pursuant to our equity award grant policy, duly authorized equity awards are granted to employees on predetermined quarterly grant dates in a manner that is consistent with the terms set forth in the policy. Consistent with our policy: •We do not grant long-term incentive awards in anticipation of the release of material non-public information and have never had a practice of doing so. •We have never timed and do not plan to time the release of material non-public information for the purpose of affecting the value of executive compensation. We believe that such practices eliminate potential manipulation regarding the timing of stock option and other equity grants.

  52. Employment Arrangements

    Employment Arrangements We have entered into a written employment agreement with Mr. Banon (the “Banon Employment Agreement”) and an employment letter with Mr. Kulkarni. We have entered into employment letters with Mr. Moorjani, Mr. Exner and Mr. Dodds. The arrangements with Mr. Kulkarni and Mr. Banon, our executive directors, were approved by the board of directors upon recommendation of the Compensation Committee. Each of our named executive officers has also executed our standard form of invention assignment, confidentiality and arbitration agreement. The arrangements with each of our other named executive officers have been approved by the Compensation Committee. We believe that these arrangements were necessary to secure the service of these individuals in a highly competitive job market. Each of our written employment agreements and employment letters does not have a specific term, provides for “at will” employment (meaning that either we or the named executive officer may terminate the employment relationship at any time without cause) and generally sets forth the named executive officer’s initial base salary, target annual cash incentive opportunity, if applicable, and eligibility to participate in our standard employee benefit plans and programs. The Banon Employment Agreement also provides that he may be eligible to receive certain severance payments and benefits in connection with certain terminations of employment with the Company, including a termination of employment in connection with a change in control of the Company, provided that such severance payments and benefits will be reduced by any statutory severance benefits required to be provided to Mr. Banon under applicable law. The amount and type of the severance payments and benefits provided under the Banon Employment Agreement, as well as the terms and conditions under which such severance payments and benefits may be provided, are identical in all material respects to the provisions regarding severance payments and benefits provided for in our change in control and severance agreements, as described under “Post-Employment Compensation” below. For detailed descriptions of the employment arrangements with our named executive officers, see “Executive Compensation Tables— Potential Payments upon Termination or Change in Control” below.

  53. Post-Employment Compensation

    Post-Employment Compensation In addition to the severance provisions contained in the Banon Employment Agreement, we have entered into change in control and severance agreements with our other named executive officers (the severance provisions in the Banon Employment Agreement and the change in control and severance agreements are collectively referred to as the “Severance Arrangements”). The Severance Arrangements provide for certain protections in the event of specified involuntary terminations of employment, including an involuntary termination of employment in connection with a change in control of the Company, in exchange the named executive officer’s execution of a separation agreement and release of claims in our favor that becomes effective and irrevocable and resignation from all positions the named executive officer may hold as an officer or director. The Severance Arrangements provide reasonable compensation in the form of severance pay and certain limited benefits to a named executive officer if the officer leaves our employ under certain circumstances to facilitate the officer’s transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing named executive officer to sign a separation agreement and release of claims in a form and with terms acceptable to us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We believe that the Severance Arrangements help maintain our named executive officers’ continued focus and dedication to their assigned duties to maximize stakeholder value if there is a potential transaction that could involve a change in control of the Company. Under the Severance Arrangements, all payments and benefits in the event of a change in control of the Company are payable only if there is a connected involuntary loss of employment by a named executive officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. In the event of a change in control of the Company, to the extent that any of the amounts provided for under the Severance Arrangements would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, a named executive officer will receive such payment as would entitle the officer to receive the greatest after-tax benefit, even if it means that we pay the named executive officer a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. We do not provide any tax reimbursement payments (or “gross-ups”) on excise taxes relating to a change in control of the Company and have no such obligations in place with respect to any of our executive officers, including our named executive officers. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our named executive officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation arrangements with our named executive officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below.

  54. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The Compensation Committee takes into consideration accounting impacts in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and is recognized over the requisite service period. For RSUs the expense is recognized on a straight-line basis while the expense for PSUs is recognized using the accelerated attribution method. This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  55. Fiscal 2024 Summary Compensation Table

    Fiscal 2024 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by, or paid to each of our named executive officers for all services rendered in all capacities for the last three fiscal years during which such individuals were named executive officers. The amounts reported reflect rounding, which may result in slight variations between amounts shown in the Total column and the sum of its components as reflected in the table.

  56. Fiscal 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Ashutosh Kulkarni | 2024 | 600,000 | — | 11,249,875 | — | 598,175 | 19,800(3) | 12,467,850 | | Chief Executive Officer | 2023 | 600,000 | — | 12,599,999 | — | 529,078 | 11,794(3) | 13,740,871 | | | 2022 | 530,834 | — | 7,122,290 | 9,838,736 | 376,635 | 19,575(3) | 17,888,070 | | Janesh Moorjani | 2024 | 512,500 | — | 5,999,913 | — | 306,565 | 11,900(3) | 6,830,878 | | Chief Financial Officer and Chief Operating Officer | 2023 | 500,000 | — | 5,499,948 | — | 264,539 | 15,000(3) | 6,279,487 | | | 2022 | 432,500 | — | 3,961,090 | 4,359,393 | 251,252 | 20,100(3) | 9,024,335 | | Shay Banon | 2024 | 475,235(4)(5) | — | 3,199,926 | — | 301,314(4)(5) | 31,021(4)(5)(6) | 4,007,497 | | Chief Technology Officer | 2023 | 428,891(4) | — | 2,999,977 | — | 226,917(4)(5) | 95,771(4)(7) | 3,751,556 | | | 2022(8) | 426,286(4) | — | 3,406,374 | 3,724,552 | 248,728(4) | 77,971(4)(9) | 7,883,912 | | Mark Dodds | 2024 | 200,758 | 200,000 | 9,564,394 | — | 119,308 | 10,000(3) | 10,094,460 | | Chief Revenue Officer | | | | | | | | | | Ken Exner | 2024 | 465,000 | — | 4,499,952 | — | 278,151 | 20,400(3) | 5,263,503 | | Chief Product Officer | 2023 | 304,688 | — | 9,609,326 | 2,822,318 | 155,360 | 19,522(3) | 12,911,214 |

  57. Fiscal 2024 Summary Compensation Table

    (1)The amounts shown represent the grant date fair value of RSU awards and options, as applicable, to settle or purchase ordinary shares granted to the named executive officers for financial reporting purposes pursuant to ASC Topic 718. Such amounts do not represent the amounts paid to or realized by the named executive officers. See Note 11, “Equity Incentive Plans” of the Notes to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024 regarding assumptions underlying valuation of equity awards. (2)Except as otherwise indicated, the amounts reported represent the amounts earned based upon achievement of certain performance goals under our Bonus Plan. The terms of the Bonus Plan are summarized under “Compensation Discussion and Analysis—Setting Target Total Direct Compensation—Executive Bonus Plan.” (3)The amount disclosed represents Elastic’s contributions made under our Section 401(k) plan. (4)Amounts for fiscal years 2022 and 2023 (and a portion of the amounts for fiscal year 2024) have been reported on an as-converted basis from Israeli new shekels (“ILS”) to U.S. dollars (“USD”) based on spot currency exchange rates of 1 ILS=USD 0.2670, 0.2748, and 0.2991 as of our fiscal year end April 30, 2024, 2023, and 2022, respectively. (5)A portion of the amounts for fiscal year 2024 has been reported on an as-converted basis from British pound sterling (“GBP”) to USD based on spot currency exchange rates of 1 GBP=USD 1.25442 as of fiscal year end April 30, 2024. (6)The listed amount is the sum of the following amounts: contributions by Elastic of $11,572 in ILS to a severance fund under a Section 14 Arrangement pursuant to Israeli Severance Pay Law; contributions by Elastic of $9,030 in ILS to a pension and manager’s insurance fund pursuant to Israeli labor laws; and contributions by Elastic of $10,419 in ILS to an education savings fund. (7)The listed amount is the sum of the following amounts: contributions by Elastic of $35,727 in ILS to a severance fund under a Section 14 Arrangement pursuant to Israeli Severance Pay Law; contributions by Elastic of $27,878 in ILS to a pension and manager’s insurance fund pursuant to Israeli labor laws; and contributions by Elastic of $32,167 in ILS to an education savings fund. (8)Mr. Banon served as our Chief Executive Officer for all of fiscal year 2021 and a portion of fiscal year 2022, and as such, his compensation for fiscal year 2022 reflects a higher compensation package. (9)The listed amount is the sum of the following amounts: contributions by Elastic of $35,510 in ILS to a severance fund under a Section 14 Arrangement pursuant to Israeli Severance Pay Law; contributions by Elastic of $27,973 in ILS to a pension and manager’s insurance fund pursuant to Israeli labor laws; and contributions by Elastic of $14,488 in ILS to an education savings fund.

  58. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table provides information concerning each grant of an award made during fiscal year 2024 for each of our named executive officers under any plan. See “Compensation Discussion and Analysis—Setting Target Total Direct Compensation—Executive Bonus Plan” and “Compensation Discussion and Analysis—Setting Target Total Direct Compensation—Long-Term Incentive Compensation.” This information supplements the information about these awards set forth in the Fiscal 2024 Summary Compensation Table above.

  59. Fiscal 2024 Grants of Plan-Based Awards

    | | | | | Estimated possible payouts under non-equity incentive plan awards(1) | | | Estimated possible payouts under non-equity incentive plan awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Approval Date | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ashutosh Kulkarni | | | Annual Cash | 300,000 | 600,000 | 900,000 | | | | | | | | 6/6/2023 | 6/8/2023 | PSUs | | | | 21,004 | 42,007 | 84,014 | | 2,874,959 | | | 11/28/2023 | 12/8/2023 | RSUs | | | | | | | 72,316 | 8,374,916 | | Janesh Moorjani | | | Annual Cash | 151,245 | 302,491 | 453,736 | | | | | | | | 6/6/2023 | 6/8/2023 | PSUs | | | | 10,593 | 21,186 | 42,372 | | 1,449,970 | | | 11/21/2023 | 12/8/2023 | RSUs | | | | | | | 39,288 | 4,549,943 | | Shay Banon | | | Annual Cash | 151,245 | 302,491 | 435,331 | | | | | | | | 6/6/2023 | 6/8/2023 | PSUs | | | | 5,479 | 10,958 | 21,916 | | 749,966 | | | 11/28/2023 | 12/8/2023 | RSUs | | | | | | | 21,155 | 2,449,961 | | Mark Dodds | | | Annual Cash | 60,227 | 120,455 | 180,682 | | | | | | | | 1/3/2024 | 1/8/2024 | RSUs | | | | | | | 87,997 | 9,564,394 | | Ken Exner | | | Annual Cash | 139,500 | 279,000 | 418,500 | | | | | | | | 6/6/2023 | 6/8/2023 | PSUs | | | | 7,854 | 15,707 | 31,414 | | 1,074,987 | | | 11/21/2023 | 12/8/2023 | RSUs | | | | | | | 29,574 | 3,424,965 |

  60. Fiscal 2024 Grants of Plan-Based Awards

    (1)Reflects threshold, target and maximum potential payments for awards under the Fiscal Year 2024 Bonus Plan described in the section above entitled “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentives.” Under these awards, the named executive officers were eligible to receive a cash payout subject to the achievement of pre-established corporate performance metrics. (2)All RSU and PSU awards were granted pursuant to the Stock Plan. (3)The amounts shown represent the grant date fair value of the RSU awards and options to purchase shares of ordinary shares granted to the named executive officers for financial reporting purposes pursuant to ASC Topic 718. Such amounts do not represent the amounts paid to or realized by the named executive officers. See Note 11, “Equity Incentive Plans” of the Notes to our Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal year 2024 regarding assumptions underlying valuation of equity awards.

  61. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of April 30, 2024:

  62. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Award Type (*) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Ashutosh Kulkarni | 3/8/2022(2) | NQ | 105,010 | 81,676 | 75.85 | 03/07/2032 | | | | | 12/8/2021(3) | NQ | 15,271 | 10,908 | 128.31 | 12/07/2031 | | | | | 3/8/2021(4) | NQ | 5,058 | 1,504 | 111.20 | 03/07/2031 | | | | | 2/9/2021(5) | ISO/NQ | 25,524 | 5,891 | 166.43 | 02/08/2031 | | | | | 12/8/2023(6) | RSU | | | | | 67,797 | 6,930,209 | | | 6/8/2023(7) | PSU | | | | | 42,007 | 4,293,956 | | | 12/8/2022(8) | RSU | | | | | 159,943 | 16,349,373 | | | 3/8/2022(9) | RSU | | | | | 23,815 | 2,434,369 | | | 12/8/2021(10) | RSU | | | | | 5,808 | 593,694 | | | 3/8/2021(11) | RSU | | | | | 14,605 | 1,492,923 | | Janesh Moorjani | 3/8/2022(12) | NQ | 60,474 | — | 75.85 | 03/07/2032 | | | | | 12/8/2021(3) | NQ | 15,271 | 10,908 | 128.31 | 12/07/2031 | | | | | 12/8/2020(13) | ISO/NQ | 20,806 | 4,162 | 145.83 | 12/07/2030 | | | | | 6/8/2019(14) | NQ | 33,416 | 23,869 | 81.39 | 06/07/2029 | | | | | 4/2/2018(15) | ISO/NQ | 12,464 | — | 13.07 | 04/01/2028 | | | | | 9/7/2017(16) | ISO/NQ | 58,931 | — | 10.15 | 09/06/2027 | | | | | 12/8/2023(6) | RSU | | | | | 36,833 | 3,765,069 | | | 6/8/2023(7) | PSU | | | | | 21,186 | 2,165,633 | | | 12/8/2022(8) | RSU | | | | | 69,816 | 7,136,592 | | | 12/8/2021(10) | RSU | | | | | 5,808 | 593,694 | | | 12/8/2020(17) | RSU | | | | | 3,151 | 322,095 | | | 6/8/2019(18) | RSU | | | | | 5,304 | 542,175 | | Shay Banon | 12/8/2021(3) | NQ | 30,542 | 21,817 | 128.31 | 12/07/2031 | | | | | 12/8/2020(13) | NQ | 52,017 | 10,404 | 145.83 | 12/07/2030 | | | | | 4/2/2018(19) | NQ | 108,334 | — | 13.07 | 04/02/2028 | | | | | 9/7/2017(20) | NQ | 18,007 | — | 10.15 | 09/06/2027 | | | | | 12/8/2023(6) | RSU | | | | | 19,833 | 2,027,329 | | | 6/8/2023(7) | PSU | | | | | 10,958 | 1,120,127 | | | 12/8/2022(8) | RSU | | | | | 38,082 | 3,892,742 | | | 12/8/2021(10) | RSU | | | | | 11,615 | 1,187,285 | | | 12/8/2020(17) | RSU | | | | | 7,877 | 805,187 | | Mark Dodds | 1/8/2024(6) | RSU | | | | | 82,498 | 8,432,946 | | Ken Exner | 9/8/2022(21) | NQ | 22,358 | 34,127 | 84.87 | 09/07/2032 | | | | | 12/8/2023(6) | RSU | | | | | 27,726 | 2,834,152 | | | 6/8/2023(7) | PSU | | | | | 15,707 | 1,605,570 | | | 12/8/2022(8) | RSU | | | | | 25,388 | 2,595,161 | | | 9/8/2022(22) | RSU | | | | | 56,037 | 5,728,102 |

  63. Fiscal 2024 Outstanding Equity Awards at Fiscal Year-End

    For purposes of this table, “NQ” refers to non-qualified stock options, “ISO/NQ” refers to stock option grants that are part incentive stock options and part non-qualified stock options, “RSU” refers to restricted stock units, and “PSU” refers to performance share units. (1)The market value of unvested RSUs and PSUs is calculated by multiplying the number of unvested RSUs held by the applicable named executive officer by the market price of our ordinary shares on April 30, 2024 as reported on the NYSE, which was $102.22. (2)The ordinary shares subject to the option vest in 48 equal monthly installments beginning on February 11, 2022, subject to continued service to us through the applicable vesting date. (3)The ordinary shares subject to the option vest in 48 equal monthly installments beginning on January 8, 2022, subject to continued service to us through the applicable vesting date. (4)One-fourth of the ordinary shares subject to the option vest on March 8, 2022, and 1/48th of the ordinary shares subject to the option vest monthly thereafter, subject to continued service to us through the applicable vesting date. (5)One-fourth of the ordinary shares subject to the option vested on January 4, 2022, and 1/48th of the ordinary shares subject to the option vest monthly thereafter, subject to continued service to us through the applicable vesting date. (6)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on March 8, 2024, subject to continued service to us through the applicable vesting date. (7)The ordinary shares are subject to a PSU award based on achievement of specified performance metrics. The number of ordinary shares shown represent achievement of the performance metric at the target level. Based on actual achievement for fiscal year 2024, 97% of the target PSUs were earned. One-third of the actual amounts received based on achievement vested on the determination date of June 8, 2024; thereafter, one-eighth of the remaining shares will vest quarterly, beginning on September 8, 2024, subject to continued service to us through the applicable vesting date. (8)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on March 8, 2023, subject to continued service to us through the applicable vesting date. (9)The ordinary shares subject to the award of RSUs vest in 16 equal quarterly installments beginning on June 8, 2022, subject to continued service to us through the applicable vesting date. (10)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on March 8, 2022, subject to continued service to us through the applicable vesting date. (11)One-fourth of the ordinary shares subject to the award of RSUs vest on March 8, 2021, and one-eighth of the ordinary shares subject to the award vest in six equal semiannual installments thereafter, subject to continued service to us through the applicable vesting date. (12)The ordinary shares subject to the option vest in 24 equal monthly installments beginning on April 8, 2022, subject to continued service to us through the applicable vesting date. (13)The ordinary shares subject to the option vest in 48 equal monthly installments beginning on January 8, 2021, subject to continued service to us through the applicable vesting date. (14)The ordinary shares subject to the option vest in 48 equal monthly installments beginning on January 8, 2022, subject to continued service to us through the applicable vesting date. (15)The ordinary shares subject to the option vested in 48 equal monthly installments beginning on November 1, 2019, subject to continued service to us through the applicable vesting date. The option became fully vested on October 1, 2023 (16)The option was subject to an early option exercise provision and was immediately exercisable. One-fourth of the ordinary shares subject to the option vested on August 28, 2018, and 1/48th of the ordinary shares subject to the option vested monthly thereafter. The option became fully vested on August 28, 2021. (17)The ordinary shares subject to the award of RSUs vest in eight equal semiannual installments beginning on June 8, 2021, subject to continued service to us through the applicable vesting date. (18)The ordinary shares subject to the award of RSUs vest in eight equal semiannual installments beginning on June 8, 2022, subject to continued service to us through the applicable vesting date. (19)The ordinary shares subject to the option vested in 48 equal monthly installments beginning on May 2, 2018, subject to continued service to us through the applicable vesting date. The option became fully vested on April 2, 2022. (20)The ordinary shares subject to the option vested in 48 equal monthly installments beginning on May 1, 2017, subject to continued service to us through the applicable vesting date. The option became fully vested on April 1, 2021. (21)The ordinary shares subject to the option vest in 48 equal monthly installments beginning on October 8, 2022, subject to continued service to us through the applicable vesting date. (22)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on December 8, 2022, subject to continued service to us through the applicable vesting date.

  64. Fiscal 2024 Option Exercises and Stock Vested

    Fiscal 2024 Option Exercises and Stock Vested The following table presents, for each of our named executive officers, the number of ordinary shares acquired and the related value realized upon the exercise of stock options and the vesting of RSUs during fiscal year 2024.

  65. Fiscal 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Ashutosh Kulkarni | — | — | 104,418 | 9,662,961 | | Janesh Moorjani | 7,651 | 400,034 | 51,847 | 4,802,949 | | Shay Banon | — | — | 29,684 | 2,749,445 | | Mark Dodds | — | — | 5,499 | 581,409 | | Ken Exner | — | — | 33,495 | 3,105,899 |

  66. Fiscal 2024 Option Exercises and Stock Vested

    (1)The value realized on exercise is calculated as the difference between the market value of our ordinary shares underlying the options on the date of exercise, which is the closing price of the shares on that date as reported on the NYSE, and the applicable exercise price of those options. (2)The value realized upon vesting is calculated by multiplying the number of ordinary shares released upon vesting of the RSUs by the market value of such ordinary shares on the vesting date.

  67. Fiscal 2024 Non-Qualified Deferred Compensation

    Fiscal 2024 Non-Qualified Deferred Compensation Effective January 1, 2024, we offer a non-qualified deferred compensation plan (“Deferred Compensation Plan”) which provides eligible U.S. employees with the opportunity to defer up to 80% of their eligible base salary and variable sales-based compensation and up to 100% of their eligible fiscal year bonus (beginning with bonuses for our fiscal year 2024) in excess of the limits imposed on the 401(k) plan by the Internal Revenue Code. Account balances under the Deferred Compensation Plan are credited with income, gains, and losses based on the performance of investment funds selected by the participant from a list of funds designated by our company. We do not make matching contributions under the Deferred Compensation Plan, but are permitted to make discretionary contributions. We did not make any contributions to the Deferred Compensation Plan in fiscal year 2024. The following table sets forth information with respect to deferrals made by our named executive officers during fiscal year 2024.

  68. Fiscal 2024 Non-Qualified Deferred Compensation

    | Name | Executive contributions in last fiscal year ($)(1) | Registrant contribution in last fiscal year ($) | Aggregate earnings in last fiscal year ($)(2) | Aggregate withdrawals/distributions ($) | Aggregate balance at last fiscal year end ($)(3) | | Ashutosh Kulkarni | — | — | — | — | — | | Janesh Moorjani | 140,000 | — | 724 | — | 140,724 | | Shay Banon | — | — | — | — | — | | Mark Dodds | — | — | — | — | — | | Ken Exner | — | — | — | — | — |

  69. Fiscal 2024 Non-Qualified Deferred Compensation

    (1)Amounts disclosed in this column are reflected in the "Salary" column of the Fiscal 2024 Summary Compensation Table. (2)None of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules, and, therefore, none of such amounts are reflected in the Fiscal 2024 Summary Compensation Table. (3)The balance shown represents compensation already reported in the Fiscal 2024 Summary Compensation Table, except for any earnings that were not above-market or preferential as determined under SEC rules.

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below provides information with respect to potential payments and benefits to which our named executive officers would be entitled under the arrangements set forth in their change in control and severance agreements or, in the case of Mr. Banon, employment agreement assuming their employment was terminated as of April 30, 2024, including in connection with a change in control assumed to occur as of April 30, 2024. The amounts reported reflect rounding, which may result in slight variations between amounts shown in the Total column and the sum of its components as reflected in the table.

  71. Potential Payments Upon Termination or Change in Control

    | Name | Termination Reason | Base Salary ($) | Bonus ($) | Accelerated Vesting of Equity Awards ($)(1) | Continuation of Insurance Coverage ($)(2) | Total ($) | | Ashutosh Kulkarni | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 600,000 | 600,000 | 34,248,321 | 21,302 | 35,469,622 | | | Termination Without Cause or Resignation for Good Reason | 300,000 | 300,000 | — | 21,302 | 621,302 | | Janesh Moorjani | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 525,000 | 315,000 | 15,022,449 | 17,333 | 15,879,782 | | | Termination Without Cause or Resignation for Good Reason | 262,500 | 157,500 | — | 17,333 | 437,333 | | Shay Banon | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 107,316 | 64,390 | 9,032,670 | 5,174 | 9,209,550 | | | Termination Without Cause or Resignation for Good Reason | 53,658 | 32,195 | — | 5,174 | 91,027 | | Mark Dodds | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 500,000 | 300,000 | 8,432,946 | 21,302 | 9,254,247 | | | Termination Without Cause or Resignation for Good Reason | 250,000 | 150,000 | — | 21,302 | 421,302 | | Ken Exner | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 480,000 | 480,000 | 13,355,088 | — | 14,315,088 | | | Termination Without Cause or Resignation for Good Reason | 240,000 | 240,000 | — | — | 480,000 |

  72. Potential Payments Upon Termination or Change in Control

    (1)The value of accelerated vesting of unvested RSUs is based upon the closing price of our ordinary shares on April 30, 2024 of $102.22 as reported on the NYSE, multiplied by the number of unvested RSUs. The value of accelerated vesting of unvested stock options is based on the difference between the closing price of our ordinary shares on April 30, 2024 of $102.22 as reported on the NYSE, and the exercise price per option multiplied by the number of unvested options. (2)This amount is based on the payment of monthly COBRA premiums as of April 30, 2024 for a 12-month period.

  73. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of annual total compensation of our median compensated employee to that of Ashutosh Kulkarni, our CEO, in fiscal year 2024. The ratio presented below is a reasonable estimate calculated in a manner consistent with SEC rules and applicable guidelines. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. We identified the median compensated employee using the following methodology: For each member of the applicable employee population, we used the total of the employee’s target cash compensation and equity awards received during fiscal year 2024. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using our anticipated exchange rate for fiscal year 2024. With respect to equity awards, we determined the grant date fair value of restricted stock units awarded during fiscal year 2024 computed in accordance with FASB ASC Topic 718 using the closing price of our common stock as reported on the NYSE on the date of grant. In determining our employee population, we considered the individuals other than our CEO who were employed by us on March 1, 2024, whether employed in a full-time, part-time or temporary capacity. We did not include any contractors, agency workers or other non-employees. After identifying the median compensated employee, we then calculated the total fiscal year 2024 compensation for this individual using the same methodology we use to calculate the fiscal year 2024 amount reported for our CEO in the “Total” column of the Fiscal 2024 Summary Compensation Table as set forth in the “Executive Compensation” section of this proxy statement. For our fiscal year 2024: For fiscal year 2024, the total compensation for our CEO, Mr. Kulkarni, was $12,467,850 as reported in the “Total” column of the Fiscal 2024 Summary Compensation Table as set forth in the “Executive Compensation” section of this proxy statement. The fiscal year 2024 annual total compensation for our median compensated employee was $211,543. Thus, the ratio of our CEO’s total fiscal year 2024 compensation to our median compensated employee’s total fiscal year 2024 compensation was 59:1. Neither the Compensation Committee nor our management used this pay ratio in making compensation decisions. CEO Pay Ratio | Elastic 2024 Proxy Statement 69

  74. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with the Pay versus Performance rules (the “PvP rules”) adopted by the SEC pursuant to the Dodd-Frank, we provide the following disclosure regarding executive compensation for our CEO, who is our principal executive officer, and non-CEO named executive officers and Company performance for our four most recent fiscal years. The Compensation Committee and the board of directors did not consider the pay versus performance information below in making its pay decisions for any of the fiscal years presented. See the “Executive Compensation—Compensation Disclosure and Analysis” section of this proxy statement for information about the pay decisions made with respect to named executive officer compensation for the fiscal years discussed in that section. Pursuant to the PvP rules, we provide the following information below: •tabular compensation and performance disclosure for our fiscal years 2021, 2022, 2023, and 2024 (the “covered years”); •additional disclosure regarding the relationship between the “compensation actually paid” (as calculated in accordance with the PvP rules) set forth in the pay versus performance table and each of the performance metrics set forth in the table and between the Company’s total shareholder return (“TSR”) and the TSR Peer Group (as set forth in the table below), in each case over the covered years; and •a list of three financial performance measures that we consider to be our most important measures used to align compensation actually paid for fiscal year 2024 to the named executive officers (as used in this Pay Versus Performance section, the “NEOs”) to Company performance. In the pay versus performance table below, we provide information about compensation of our NEOs for each of the covered years. Additionally, we provide information about the results for certain financial performance measures for the covered years. Although the PvP rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our principal executive officer and other NEOs actually earned for the covered years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PvP rules, including adjusted values for unvested and vested equity awards during the covered years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  75. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Summary Compensation Table for Former PEO | Compensation Actually Paid to Former PEO | Average Summary Compensation Table Total for Non- PEO NEOs | Average Compensation Actually Paid to Non- PEO NEOs | Elastic Total Shareholder Return | Peer Group Total Shareholder Return | Net Income ($000) | Company- Selected Measure: Total Revenue ($000) | | (1) | (2) | (3) | (2) | (3) | (2) | (4) | (5) | (6) | | (7) | | 2024 | $12,467,850 | $30,137,183 | $— | $— | $6,549,084 | $11,342,190 | $159 | $233 | $61,720 | $1,267,321 | | 2023 | $13,740,871 | $9,400,758 | $— | $— | $7,962,040 | $5,512,862 | $89 | $170 | $(236,161) | $1,068,989 | | 2022 | $17,888,070 | $12,888,629 | $7,883,912 | $2,918,134 | $4,869,634 | $(514,756) | $119 | $157 | $(203,848) | $862,374 | | 2021 | $— | $— | $10,565,607 | $28,825,505 | $6,642,551 | $13,659,402 | $188 | $154 | $(129,434) | $608,489 |

  76. PAY VERSUS PERFORMANCE

    (1)Ashutosh Kulkarni served as our principal executive officer (our “PEO”) for the entirety of fiscal years 2023 and 2024 and from January 11, 2022 to the end of fiscal year 2022 on April 30, 2022. Shay Banon (our “Former PEO”) served as the PEO for the entirety of fiscal year 2021 and during fiscal year 2022 from May 1, 2021 to January 11, 2022. Mr. Kulkarni served as a non-PEO NEO (“Reported NEO”) during fiscal year 2021 and during fiscal year 2022 until his appointment to PEO on January 11, 2022. Mr. Banon served as a Reported NEO during fiscal year 2022 from January 11, 2022 until the end of fiscal year 2022 on April 30, 2022 and during the entirety of fiscal years 2023 and 2024. For the purposes of this pay versus performance disclosure, both our PEO and Former PEO are included solely as PEOs in fiscal year 2022. Our Reported NEOs for the specified covered years were as follows: 2024: Mr. Banon, Janesh Moorjani, Ken Exner, and Mark Dodds 2023: Mr. Banon, Mr. Moorjani, Carolyn Herzog, and Mr. Exner 2022: Mr. Moorjani, Paul Appleby, and W.H. Baird Garrett 2021: Mr. Kulkarni, Mr. Moorjani, Mr. Appleby, and Mr. Garrett (2)Amounts shown in these columns represent (i) the total compensation reported in the “Total” column of the Summary Compensation Table for the specified covered years in the case of our PEO, (ii) the total compensation reported in the “Total” column of the Summary Compensation Table for the specified covered years in the case of our Former PEO, and (iii) the average of the total compensation reported in the “Total” column of the Summary Compensation Table for the Reported NEOs for the specified covered years. (3)Amounts shown in these columns represent the compensation actually paid to our PEO and our Former PEO for the specified covered years, as calculated pursuant to the PvP rules. The compensation actually paid reflects the following adjustments to the Summary Compensation Table equity awards reported for the PEO and the Former PEO for those covered years.

  77. PAY VERSUS PERFORMANCE

    | PEO A. Kulkarni | | | | | | +/- | | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $17,888,070 | $13,740,871 | $12,467,850 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $16,961,026 | $12,599,999 | $11,249,875 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $14,901,807 | $12,486,454 | $11,095,346 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(2,813,346) | $(4,358,806) | $12,443,813 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $694,968 | $872,545 | $477,794 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(821,844) | $(740,308) | $4,902,255 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | | = | Compensation Actually Paid | $12,888,629 | $9,400,758 | $30,137,183 |

  78. PAY VERSUS PERFORMANCE

    | Former PEO S. Banon | | | | | +/- | | 2021 | 2022 | | | Summary Compensation Table - Total Compensation | $10,565,607 | $7,883,912 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $9,820,196 | $7,130,926 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $7,266,078 | $3,532,514 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $5,527,831 | $(2,433,181) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $360,041 | $298,460 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,926,144 | $767,355 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | | = | Compensation Actually Paid | $28,825,505 | $2,918,134 |

  79. PAY VERSUS PERFORMANCE

    Equity Award values are calculated in accordance with FASB ASC Topic 718. The valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant. (4)Amounts shown in this column represent the average compensation actually paid to the Reported NEOs for the covered years, as calculated pursuant to the PvP rules. The average compensation actually paid reflects the following adjustments to the Summary Compensation Table equity awards reported for the Reported NEOs for the covered years.

  80. PAY VERSUS PERFORMANCE

    | Reported NEO Average | | | | | | | +/- | | 2021 | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $6,642,551 | $4,869,634 | $7,962,040 | $6,549,084 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $6,050,981 | $4,259,074 | $7,291,148 | $5,816,046 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $5,971,413 | $2,901,510 | $5,394,132 | $5,451,021 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $3,522,030 | $(2,271,099) | $(989,271) | $3,358,871 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $53,999 | $154,223 | $682,282 | $294,035 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $3,520,390 | $961,711 | $(245,173) | $1,505,224 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $2,871,661 | $— | $— | | = | Compensation Actually Paid | $13,659,402 | $(514,756) | $5,512,862 | $11,342,190 |

  81. PAY VERSUS PERFORMANCE

    See footnote (1) for the Reported NEOs included in the average for each specified covered year. Mr. Kulkarni is included as a Reported NEO only for fiscal year 2021, while Mr. Banon is included as a Reported NEO for fiscal years 2023 and 2024. Equity Award values are calculated in accordance with FASB ASC Topic 718. The valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant. (5)The cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend investment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Each of these yearly percentage changes was applied to a deemed fixed investment of $100 at the beginning of the measurement period to produce the covered year-end values of such investment. (6)Peer group total shareholder return represents the cumulative shareholder return of the S&P 500 Information Technology Index, which we presented in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024. For each covered year, our peer group TSR was calculated based on a deemed fixed investment of $100 through the measurement period, assuming dividend investment for the peer group, weighted according to the respective companies’ stock market capitalization at the beginning of the measurement period. (7)Our total revenue is a key driver of our performance and stockholder value creation. Total revenue was the sole performance metric used for our performance share unit awards in fiscal 2024, and had a 35% weighting among the performance measures used to determine annual bonuses under the Fiscal Year 2024 Bonus Plan. For more information on our use of this financial measure in executive pay decisions, see the section of this proxy statement titled “Executive Compensation—Compensation Discussion and Analysis – Compensation Policies and Practices – Setting Target Total Direct Compensation.”