DEF 14A of Elastic N.V.

Filed Aug 28, 2026 · FY20260001707753-26-000055

Open on EDGAR

Carolyn Herzog
| Fiscal 2026 Option Exercises and Stock Vested | 70 | | Fiscal 2026 Non-Qualified Deferred Compensation | 70 | | Named Executive Officer Employment Letters and Agreements | 70 | | Limitation on Liability and Indemnification Matters | 71 | | Potential Payments Upon Termination or Change in Control | 72 | | Report of the Compensation Committee | 74 | | CEO Pay Ratio | 75 | | Pay Versus Performance | 76 | | Certain Relationships and Transactions with Related Persons | 80 | | Equity Compensation Plan Information | 82 | | Security Ownership of Certain Beneficial Owners and Management | 83 | | Questions and Answers About the Annual Meeting | 86 | | Shareholder Proposals for 2026 Annual Meeting | 93 | | Shareholder proposals for inclusion in Elastic’s proxy materials under SEC rules | 93 | | Shareholder proposals to be brought at the annual general meeting under Dutch law | 93 | | Annual Report | 94 | | Where You Can Find More Information | 94 | | Other Matters | 95 | | Appendix A - Reconciliation of Non-GAAP Financial Measures | A-1 |
Board of Directors
Board of Directors The board of directors of the Company is responsible for establishing broad corporate policies and overseeing the Company’s overall performance. The board of directors selects the Company’s senior management, delegates authority for the conduct of the Company’s day-to-day operations to the 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 eight directors. We have two executive directors, our Chief Executive Officer (“CEO”) and our Chief Technology Officer (“CTO”), and six 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. As discussed under “Board Appointments — Voting Proposal 1,” Ms. Marooney chose not to stand for reappointment to the board of directors at the Annual Meeting. Ms. Marooney has served on our board of directors since April 2019, and we are grateful for her dedication and contributions to our company during this period. The following table sets forth as of August 21, 2026 the names, ages, 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:
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 | | | | | | | | | | Paul Auvil Vice Chairperson | 62 | 2023 | 2026 | 2029 | Yes | © | ü | | | Alison Gleeson | 61 | 2020 | 2026 | 2029 | Yes | | © | (1) | | Julia Liuson | 56 | - | - | 2029 | Yes | | (2) | | | Continuing Directors | | | | | | | | | | Ashutosh Kulkarni Executive Director Chief Executive Officer | 51 | 2022 | 2028 | - | No (CEO) | | | | | Shay Banon Executive Director Chief Technology Officer | 48 | 2012 | 2027 | - | No (CTO) | | | | | Chetan Puttagunta Chairperson Lead Independent Director | 40 | 2017 | 2027 | - | Yes | ü | | © | | Shelley Leibowitz | 65 | 2021 | 2027 | - | Yes | ü | | ü | | Steven Schuurman | 50 | 2012 | 2028 | - | Yes | | | |
Board of Directors
| © | = | Committee Chair | | (1) Effective upon completion of Ms. Marooney’s term at the upcoming Annual Meeting, our board of directors has appointed Ms. Gleeson to serve on the Nominating and Corporate Governance Committee following the Annual Meeting. (2) If Ms. Liuson is appointed to our board of directors at the Annual Meeting, she will serve as a member of the Compensation Committee following the Annual Meeting. | | |
Board of Directors
The following image sets forth information regarding our board of directors as of August 21, 2026.
Board Skills and Experience Matrix
Board Skills and Experience Matrix We believe that our board of directors should possess a complementary mix of qualifications, expertise, experience, and backgrounds. 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 effective 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 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.
Board Skills and Experience Matrix
| | | Auvil | Banon | Gleeson | Kulkarni | Leibowitz | Liuson | 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 | | | Large-Scale Enterprise Growth Experience with large-scale enterprise growth, growing a successful technology business, and reaching multi-billion dollar scale and maturity | ü | ü | ü | ü | ü | ü | ü | | | | AI and Transformative Technologies Experience overseeing the deployment, strategic integration, and governance of artificial intelligence and transformational technologies | | ü | | ü | | ü | ü | | | | CEO Experience Experience as CEO of a publicly traded company | | ü | | ü | | | | | | | Financial Knowledge and Expertise Knowledge of financial markets, financing and accounting and financial reporting processes | 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 | | | 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 | | | 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 | | | 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 |
Director Biographies
Director Biographies Set forth below is biographical information, as of August 21, 2026, 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.
Nominees for Director
Nominees for Director
Nominees for Director
| | 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 Chief Financial Officer (“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 currently also serves on the board of directors of Cerebras, an artificial intelligence chipmaker, where he is the audit committee chair. Previously, Mr. Auvil 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 also serves on the boards of directors of various private companies. | | | Age: 62 | | | | 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. |
Nominees for Director
| | Alison Gleeson | | | | Background and Experience | | | | Alison Gleeson has served as a member of our board of directors since January 2020. She has served as Special Advisor and Operating Committee Member at Brighton Park Capital, an investment firm, since October 2019. | | | | •From August 2021 to July 2025, Ms. Gleeson served as a sales strategic advisor to Verkada, a professional monitoring and video verification threat detection company. •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, where she is the nominating and corporate governance committee chair and a member of the compensation committee, and various private companies. | | | Age: 61 | | | | Compensation Committee (Chair) IF RE-APPOINTED: Nominating and Corporate Governance Committee. | | | | 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 and current directorship experience for multiple large public and private technology companies. |
Nominees for Director
| | Julia Liuson | | | | Background and Experience | | | | Julia Liuson was nominated for appointment to our board of directors and is standing for appointment at the Annual Meeting. | | | | •From November 2021 until June 2026, Ms. Liuson served as President of the Developer Division of Microsoft Corporation (“Microsoft”), a global technology provider. Prior to that she served as Corporate Vice President at Microsoft from 2012 to 2021. •Ms. Liuson currently serves on the board of directors of Cadence Design Systems, a developer of computational, AI-driven software, accelerated hardware, and silicon intellectual property products and solutions and as an observer on the board of directors of Schneider Electric, a provider of energy technology and automation solutions. Ms. Liuson also serves on the board of directors of Wanderboat.AI, an AI travel and local discovery platform. | | | Age: 56 | | | | IF APPOINTED: Compensation Committee | | | | Education | | Qualifications | | Ms. Liuson holds a B.S.E.E. in Electrical and Computer Engineering from the University of Washington. | | The board of directors believes that Ms. Liuson is qualified to serve as a member of our board of directors because of her extensive executive experience at Microsoft and her deep expertise in product, engineering, and AI and technology industry knowledge, cybersecurity experience, and operational leadership. |
Continuing Directors
Continuing Directors
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 cybersecurity 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: 51 | | | | 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 of directors because of the perspective he brings as our CEO, our former CPO, and his experience as an executive in the technology industry. |
Continuing Directors
| | 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: 48 | | | | 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. |
Continuing Directors
| | 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: 40 | | | | 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. |
Continuing Directors
| | 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 leading 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: 65 | | | | 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. |
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 and is a private investor in both public and private companies. | | | Age: 50 | | | | 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. |
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 2026, all non-executive directors were eligible to receive the following cash compensation for their services: •$40,000 per year for service as a board member; •$20,000 per year additionally for service as Lead Independent Director; •$27,500 per year additionally for service as chair of the Audit Committee; •$12,500 per year additionally for service as an Audit Committee member; •$20,000 per year additionally for service as chair of the Compensation Committee; •$10,000 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 •$6,000 per year additionally for service as a Nominating and Corporate Governance Committee member. All such retainer cash payments to non-executive directors are paid quarterly in arrears on a prorated basis. Equity Compensation. For fiscal year 2026, our non-executive directors were eligible for nondiscretionary, automatic grants of restricted stock units, except for any non-employee director who either beneficially owns more than 2% of the outstanding and issued share capital of the Company, or 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 $225,000 prorated 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 (or 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 the one-year anniversary of the date on which the Initial Award is granted or the day prior to the date of the annual general meeting of our shareholders next following the date on which the Initial Award is granted, subject to continued service through the applicable vesting date. •Annual Award. For fiscal year 2026, 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 $225,000 (the “Annual Award”). The shares underlying the Annual Award will settle on the earlier of the one-year anniversary of the date on which the Annual Award is granted or the day prior to the date of the annual general meeting of our shareholders next following the date on which the Annual Award is granted, subject to continued service through the applicable vesting date. The grant date fair value is computed in accordance with GAAP. Any award of restricted stock units granted under our non-executive director compensation policy will fully vest and become exercisable in the event of a change in control of the Company, as defined in our Amended and Restated 2012 Stock Option Plan (the “Stock Plan”), provided that the director remains a director through such a change in control. Further, our Stock Plan provides that in the event of a merger or such change in control, each outstanding equity award granted under our Stock Plan that is held by a non-executive director will fully vest, all restrictions on the shares subject to such award will lapse, and with respect to awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels, and all of the shares subject to such awards will become fully exercisable, if applicable, provided such director remains a director through such merger or change in control.
Fiscal 2026 Non-Executive Director Compensation Table
Fiscal 2026 Non-Executive Director Compensation Table The table below shows the total compensation awarded to those serving as non-executive directors for fiscal year 2026. Totals may not sum due to rounding.
Fiscal 2026 Non-Executive Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Sohaib Abbasi (2) | 20,288 | — | 20,288 | | Paul Auvil (3) | 76,591 | 224,997(4) | 301,588 | | Alison Gleeson (3) | 59,092 | 224,997(4) | 284,089 | | Shelley Leibowitz (3) | 57,687 | 224,997(4) | 282,684 | | Caryn Marooney (3) | 51,233 | 224,997(4) | 276,230 | | Chetan Puttagunta (3) | 82,782 | 224,997(4) | 307,779 | | Steven Schuurman (5) | 39,522 | — | 39,522 |
Fiscal 2026 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 2026 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 2026 regarding assumptions underlying valuation of equity awards. Additional information regarding the RSUs awarded to each non-executive director for fiscal year 2026 is set forth in the footnotes below. (2)Mr. Abbasi’s term as a member of our board of directors expired at our 2025 annual general meeting of shareholders. As of April 30, 2026, Mr. Abbasi held no RSUs. (3)As of April 30, 2026, the non-executive director held 2,663 RSUs and no options to purchase ordinary shares. (4)Represents the aggregate grant date fair value of RSUs granted to the incumbent non-executive directors on September 30, 2025, under the terms of our non-executive director compensation policy for fiscal year 2026 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. (5)Mr. Schuurman did not receive any grants of RSUs or options to purchase ordinary shares for fiscal year 2026 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 beneficially owned more than 2% of the outstanding and issued share capital of the Company, or 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, 2026, Mr. Schuurman held no RSUs or options to purchase ordinary shares.
Fiscal Year 2026 Executive Compensation Highlights
| •Pay For Performance - Maintained emphasis on variable and long-term equity compensation elements as the most significant components of compensation for each named executive officer. For our CEO, fixed pay represented 4.3% of fiscal year 2026 target total direct compensation (“TTDC”) consisting of base salary, target annual cash incentive awards, and the award value of annual equity compensation. In aggregate, fixed pay represented 7.0% of TTDC for all other named executive officers. | | | •CEO Performance-Based Equity Aligned to Shareholder Value Creation - To enhance alignment with shareholder interests and promote long-term value creation in an intensely competitive talent environment, we granted a special equity award to the CEO with vesting contingent on achievement of rigorous share price appreciation goals, relative performance of total shareholder returns, and Mr. Kulkarni’s continued service as CEO over three-year and five-year performance periods. The award is 100% at risk and will result in value to Mr. Kulkarni only upon substantial and sustained shareholder value creation. More information on the special equity award can be found in the section below titled “Fiscal Year 2026 Equity.” •Equity Mix - In line with our commitment to achieving an equal mix of performance share units (“PSUs”) and restricted stock units (“RSUs”) in our annual equity grants to named executive officers, 50% of the total value of annual equity compensation awarded to named executive officers for fiscal year 2026 was delivered in the form of PSUs, up from 35% for fiscal year 2025. •Variable Compensation Plan Metrics and Performance Levels - We raised threshold attainment levels on bonus and PSU plan metrics, requiring stronger performance relative to target in order to earn a payout against any metric. *Special equity awards granted for fiscal year 2026 are not considered in the composition of TTDC, as these awards are not a regular component of our annual executive pay program. For more information on special equity awards granted for fiscal year 2026, see the section below titled “Fiscal Year 2026 Equity.” | |
Role of the Compensation Consultant
Role of the Compensation Consultant For fiscal year 2026 , the Compensation Committee engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) as its compensation consultant. As an independent advisor, Semler Brossy reported directly to the Compensation Committee chair and served at the discretion of the Compensation Committee, which reviews advisory engagements annually. Semler Brossy 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 any compensation consultant and conducts a conflict of interest assessment. As described under “Board of Directors and Corporate Governance—Committees of Board of Directors—Compensation Committee,” in its fiscal year 2026 review, the Compensation Committee determined that Semler Brossy is independent from Elastic’s management and that no conflict of interest exists between Elastic and Semler Brossy.
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 industry focus, revenue, market capitalization, and business and operational characteristics. 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. The Compensation Committee conducts an annual review of our compensation peer group and makes adjustments to its composition as appropriate, considering changes in our business and the operational profiles of our peers.
Fiscal Year 2026 Peer Group
Fiscal Year 2026 Peer Group After consultation with its compensation consultant, the Compensation Committee determined it was appropriate to expand the financial criteria applied in the evaluation of companies for peer selection, reflecting our organizational growth and capturing a broader range of companies with which we directly compete for business and talent. Accordingly, the following primary criteria were considered in assessing and selecting companies for the compensation peer group (expanded criteria highlighted in italics below): •Industry: publicly traded companies with primary focus on application software, system software, or internet services and infrastructure •Annual Revenue: within a range of approximately 0.33 to approximately 3 times our trailing four fiscal quarters’ revenue (criteria expanded from 0.5 to 2x range in our assessment of peer companies for fiscal year 2025) •Market Capitalization: within a range of approximately 0.25 to approximately 4.0 times our market capitalization as of the measurement date (criteria expanded from 0.33 to 3x range in our assessment of peer companies for fiscal year 2025) •Business and Operational Characteristics: evaluation of quantitative and qualitative measures including gross margin performance, 3-year revenue growth rate, and product relevance The Compensation Committee approved the following compensation peer group as part of its decision-making process for fiscal year 2026 executive compensation actions. The fiscal year 2026 peer group reflects the removal of Alteryx, HubSpot, Smartsheet, and Sprinklr from our fiscal year 2025 peer group and the addition of Datadog, Gitlab, SentinelOne, Snowflake, and Twilio in alignment with the selection criteria and objectives described above.
Fiscal Year 2026 Peer Group
| Peer Group for Fiscal Year 2026 | | | | •Box | •Guidewire Software | •SentinelOne | | •Cloudflare | •Informatica | •Snowflake | | •Confluent | •MongoDB | •Tenable Holdings | | •Datadog | •Nutanix | •Twilio | | •Dynatrace | •Okta | •UiPath | | •Five9 | •Rapid7 | •Unity Software | | •Gitlab | •Samsara | •Zscaler |
Fiscal Year 2027 Peer Group
Fiscal Year 2027 Peer Group In December 2026, the Compensation Committee reassessed our peer group composition using the criteria established for the fiscal year 2026 peer group and approved an updated peer group to guide compensation actions for fiscal year 2027. To enhance industry and business model alignment, the fiscal year 2027 peer group reflects the removal of Five9 and the addition of Qualys.
Fiscal Year 2027 Peer Group
| Peer Group for Fiscal Year 2027 | | | | •Box | •Informatica | •SentinelOne | | •Cloudflare | •MongoDB | •Snowflake | | •Confluent | •Nutanix | •Tenable Holdings | | •Datadog | •Okta | •Twilio | | •Dynatrace | •Qualys | •UiPath | | •Gitlab | •Rapid7 | •Unity Software | | •Guidewire Software | •Samsara | •Zscaler |
Pay for Performance Philosophy
Pay for Performance Philosophy In the design of our executive compensation program, we seek 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, 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, as 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 2026, 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 strengthened the performance-based portion of our executive compensation by increasing the proportion of PSUs granted as a component of our fiscal year 2026 long-term incentive awards. With respect to our CEO, Mr. Kulkarni, fixed pay, in the form of base salary, represented 4.3% of his target total direct compensation, while variable pay, consisting of target annual cash incentive awards and annual equity compensation in the form of RSU and PSU awards, accounted for 95.7% 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 represented 7.0% of target total direct compensation for our other named executive officers, while variable pay accounted for 93.0% of their annualized target total direct compensation. Special equity awards granted for fiscal year 2026 are not considered in the composition of target total direct compensation, as these awards are not a regular component of our annual executive pay program. For more information on special equity awards granted for fiscal year 2026, see the section below titled “Fiscal Year 2026 Equity.”
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. | 6.0% | | 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 metrics 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. | 4.9% | | 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, thus 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. Equity compensation is granted in the form of RSUs and PSUs. For fiscal year 2026, 50% of named executive officer annual equity compensation was delivered in the form of PSUs. | 89.1% |
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 2026:
Base Salary and Target Short Term Cash Incentive
| Named Executive Officer | Fiscal Year 2025 Base Salary | Fiscal Year 2025 Incentive Target (% of Base Salary) | Fiscal Year 2026 Base Salary | Fiscal Year 2026 Incentive Target (% of Base Salary) | | Ashutosh Kulkarni | $625,000 | 100% | $750,000 | 100% | | Navam Welihinda | $500,000 | 75% | $500,000 | 75% | | Shay Banon | $500,000 | 75% | $500,000 | 75% | | Mark Dodds | $500,000 | 75% | $500,000 | 75% | | Ken Exner | $500,000 | 75% | $500,000 | 75% |
Base Salary and Target Short Term Cash Incentive
Following a review of the competitive market analysis prepared by our compensation consultant, and consistent with our pay for performance philosophy, we held cash compensation constant for all named executive officers with the exception of Mr. Kulkarni. The salary adjustment for Mr. Kulkarni was determined to align his cash compensation more closely with the competitive market, recognizing his leadership and strategic execution as evaluated by the Compensation Committee and the board of directors.
Incentive Compensation Plan
| Metric | FY26 Weight | For fiscal year 2026, we established Total Revenue and Non-GAAP Operating Margin % as equally weighted performance metrics, aligning with our growth strategy and continued focus on building sustainable long-term shareholder value. | | Total Revenue | 50% | | | Non-GAAP Operating Margin % | 50% | | | Total | 100% | |
Incentive Compensation Plan
| Total Revenue | | | Non-GAAP Operating Margin % (NGOM) | | | Attainment vs. Plan | Amount $M | Payout % | NGOM | Payout % | | <90% | <$1,529 | 0% | <13.5% | 0% | | 90% | $1,529 | 50% | 13.5% | 50% | | 100% | $1,699 | 100% | 16% | 100% | | >110% | >$1,869 | 150% | >18.5% | 150% |
Incentive Compensation Plan
If performance for any metric falls below the threshold performance level, no payout is earned with respect to that metric. The potential payment for each metric is capped at the maximum performance level. For each performance metric, payout for performance between threshold and target, and between target and maximum, is determined using linear interpolation. Annual Cash Incentive Payouts Our achievement against fiscal 2026 targets under the Fiscal Year 2026 Bonus Plan was as follows:
Incentive Compensation Plan
| Metric | Target | Attainment % (1) | Payout % | Weight | Total | | Total Revenue | $1,699M | 101.0% | 105.0% | 50% | 52.5% | | Non-GAAP Operating Margin % | 16.0% | 105.3% | 117.1% | 50% | 58.5% | | Total | | | | 100% | 111.0% |
Incentive Compensation Plan
| Named Executive Officer | Total Annual Cash Incentive Award for Fiscal Year 2026 (1) | | Ashutosh Kulkarni | $832,532 | | Navam Welihinda | $416,266 | | Shay Banon | $448,600 (2) | | Mark Dodds | $416,266 | | Ken Exner | $416,266 |
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 shareholders. The realized value of these equity awards is directly tied to our stock price and therefore serves as an incentive for our named executive officers to create long-term value for our shareholders. Equity awards also help us retain our named executive officers in a highly competitive market. 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 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 of the compensation peer group companies, and the retention aspect of the unvested equity held by each executive. 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. Increased Weighting of Performance Share Unit (PSU) Awards for Fiscal Year 2026 PSUs were introduced as a component of our long-term incentive program for fiscal year 2024 with the intent that the proportion of PSUs granted would increase each year until reaching an equal mix of PSUs and RSUs in the composition of annual equity awards for named executive officers. Accordingly, PSU grants for fiscal year 2026 represented 50% of the total annual equity award value for our named executive officers, increasing from 35% for fiscal year 2025. Fiscal Year 2026 PSU Plan The fiscal year 2026 PSU Plan was recommended by the Compensation Committee and subsequently approved by the board of directors in June 2025 with the following key terms and performance metrics: •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 and on a quarterly basis thereafter •Achievement measured against predetermined corporate financial performance metrics •Achievement of minimum threshold required for payout on each metric •Payout determined on a linear interpolation basis for achievement between threshold and target, and between target and maximum •Compensation Committee discretion in approving payout The following performance metrics and weighting were determined for fiscal year 2026:
Long-Term Incentive Compensation
| Metric | FY26 Weight | For fiscal year 2026, we maintained Total Revenue as a performance metric under the PSU Plan and added Non-GAAP Operating Margin % as an equally weighted metric to strongly align NEO pay outcomes with our aggressive growth and profitability objectives. | | Total Revenue | 50% | | | Non-GAAP Operating Margin % | 50% | | | Total | 100% | |
Long-Term Incentive Compensation
Fiscal Year 2026 PSU Performance Levels For fiscal year 2026, the Compensation Committee raised the threshold attainment level required to receive payout under the Total Revenue metric to 90% (from 80% in fiscal year 2025) and similarly aligned the threshold for Non-GAAP Operating Margin with that of the Bonus Plan.
Long-Term Incentive Compensation
| Total Revenue | | | Non-GAAP Operating Margin % (NGOM) | | | Attainment vs. Plan | Amount $M | Payout % | NGOM | Payout % | | <90% | <$1,529 | 0% | <13.5% | 0% | | 90% | $1,529 | 50% | 14% | 50% | | 100% | $1,699 | 100% | 16% | 100% | | >120% | >$2,039 | 200% | >18.5% | 200% |
Long-Term Incentive Compensation
Fiscal Year 2026 PSU Plan Attainment Based on fiscal year 2026 performance,120% of target PSUs were earned in fiscal year 2026. One-third of the earned shares vested at the conclusion of the one-year performance period following determination of attainment, while the remaining earned shares will vest quarterly over the subsequent two years.
Long-Term Incentive Compensation
| Metric | Target | Attainment % (1) | Payout % | Weight | Total Payout (2) | | Total Revenue | $1,699M | 101.0% | 105.0% | 50% | 52.5% | | Non-GAAP Operating Margin % | 16.0% | 105.3% | 134.1% | 50% | 67.1% | | Total | | | | 100% | 120% |
Long-Term Incentive Compensation
(1) Attainment % calculated on constant currency achievement using pre-established foreign exchange rates applied in target setting in the fiscal year 2026 operating plan. (2) Total Payout is calculated as the weighted average Payout percentage across both metrics, rounded to the nearest whole percentage point. Fiscal Year 2026 Equity Awards Regular annual equity awards for fiscal year 2026 were granted to our named executive officers in June 2025. 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. Annual PSU awards granted for fiscal year 2026 vest over a three-year period after adjustment for actual performance relative to the pre-established targets. One-third of the earned shares vest at the end of the fiscal year performance period following determination of attainment, and the remainder of the earned shares vest on a quarterly basis over the subsequent two years. Annual RSU awards granted for fiscal year 2026 vest over a four-year period in equal quarterly installments. All vesting is subject to continued service through the applicable vesting date. For fiscal year 2026, special equity awards were also granted to Mr. Kulkarni, Mr. Dodds, and Mr. Exner. The Compensation Committee and in the case of the award to Mr. Kulkarni, the board of directors, determined that these awards were important to enhance alignment with shareholder interests and incentivize long-term value creation in an intensely competitive talent environment. The details of these awards are discussed below. In line with our commitment to achieving an equal mix of PSUs and RSUs in our annual grants to named executive officers, PSU awards for fiscal year 2026 represented 50% of the total annual equity award value for each of our named executive officers. The equity awards granted to our named executive officers for fiscal year 2026 were as follows
Long-Term Incentive Compensation
| | Annual Equity Awards* | | | | Special Equity Awards* | | Aggregate Awards* | | | Named Executive Officer | FY26 PSUs (award value) | FY26 RSUs (award value) | Total FY26 Annual Awards | PSU % of Total | FY26 PSUs (award value) | FY26 RSUs (award value) | Total FY26 Aggregate Awards | PSU % of Total | | Ashutosh Kulkarni | $8,000,000 | $8,000,000 | $16,000,000 | 50% | $30,000,000 | | $46,000,000 | 83% | | Navam Welihinda | $3,250,000 | $3,250,000 | $6,500,000 | 50% | | | $6,500,000 | 50% | | Shay Banon | $2,250,000 | $2,250,000 | $4,500,000 | 50% | | | $4,500,000 | 50% | | Mark Dodds | $3,500,000 | $3,500,000 | $7,000,000 | 50% | $2,500,000 | $2,500,000 | $12,000,000 | 50% | | Ken Exner | $3,500,000 | $3,500,000 | $7,000,000 | 50% | $2,500,000 | $2,500,000 | $12,000,000 | 50% |
Long-Term Incentive Compensation
*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 special award PSUs granted to Mr. Kulkarni, the value per share was $65.72; 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. Fiscal Year 2026 CEO Special Equity Award Effective on October 13, 2025, the non-executive directors of the board of directors, upon the recommendation of the Compensation Committee, approved a special PSU award for Mr. Kulkarni with a grant date fair value of $29.3 million (the “special equity award”). Vesting of the award is contingent on a combination of the achievement of rigorous share price appreciation goals, relative performance of total shareholder returns, and Mr. Kulkarni’s continued service as CEO over specified performance periods during the five-year term of the award. Incentive Opportunity Linked to Transformational Growth and Shareholder Value: The special equity award was designed to strengthen the alignment between Mr. Kulkarni’s interests and those of our shareholders and directly incentivize Mr. Kulkarni’s leadership in executing the Company’s transformational growth strategy to position Elastic as a leading developer platform for Generative AI. The award is 100% at risk and will result in value to Mr. Kulkarni only upon substantial and sustained shareholder value creation. Under Mr. Kulkarni’s leadership, Elastic has significantly grown both revenue and non-GAAP operating margin while transforming sales execution and strategically positioning the Elasticsearch platform to secure a leading position in Generative AI. The board of directors believes that Mr. Kulkarni's continued leadership is critical to realizing this long-term opportunity given his depth of expertise in AI, his experience in driving profitable growth, and his ability to advance the Company’s technological capabilities to expand market share. Terms of Special Equity Award: The PSUs issued under the special equity award are divided into four tranches that will be earned upon the achievement of share price goals reflecting significant appreciation, as measured during a three-year performance period in the case of the first tranche and during a five-year performance period in the case of the other three tranches. The performance period began on October 13, 2025 for each tranche, and ends on October 13, 2028 for the first tranche and October 13, 2030 for the second, third and fourth tranches. Of the shares underlying the PSUs, 20% are attributable to each of the first three tranches, and 40% are attributable to the fourth tranche, the vesting of which requires achievement of the highest share price goal. Each tranche vests only if the Company’s share price achieves a targeted level before the end of the related performance period and, if this target is met, Mr. Kulkarni satisfies the time-based service vesting requirement described below. The targeted share price appreciation for each tranche is measured from a baseline share price of $86.61 per share, which represents the average closing price of the Company’s shares as reported on the NYSE for 30 trading days following the publication of the Company’s financial results for the fiscal 2026 first quarter from August 29, 2025 through October 10, 2025. The performance vesting condition for any tranche will be met if the share price goal is achieved at any time during the performance period, as calculated based on the average closing price of the Company’s shares as reported on the NYSE for any period of 30 consecutive trading days. The number of PSUs earned based on the achievement of the share price goal for any tranche is subject to reduction based on relative total shareholder return (rTSR) as measured against the median of the companies constituting the Russell 3000 index. If the Company’s 30-trading-day average TSR is at or above that of the median of the Russell 3000 index at any time during the final three months of the performance period, all PSUs for that tranche will be deemed earned. Otherwise, the number of PSUs earned for the tranche will be reduced by 20% and the unearned PSUs will be forfeited. Service vesting conditions applicable to each tranche require Mr. Kulkarni to continuously serve as CEO through the time of each service vesting event for that tranche. The first tranche has ratable annual service vesting on the first four anniversaries of the grant date and the other three tranches have ratable annual service vesting on the second through fifth anniversaries of the grant date. Mr. Kulkarni must continuously serve as CEO for four years ending October 13, 2029 to vest fully in the first tranche and as CEO for five years ending on October 13, 2030 to vest fully in the other three tranches. The special equity award provides Mr. Kulkarni with an opportunity to earn up to 456,491 ordinary shares based on achievement of the share price goals, rTSR performance, and satisfaction of the service vesting conditions for all four tranches. The vested shares for each tranche will be issued and delivered after the Compensation Committee’s determination that the vesting conditions for that tranche have been met and Mr. Kulkarni’s satisfaction of the ratable service requirement, subject to a holdback of 20% of the shares until the end of the performance period to permit the Committee’s determination of whether those shares have been earned upon application of the rTSR measurement described above. The following table summarizes the specified terms of the special equity award. The share price goals reflect the targeted share prices and appreciation measured from the baseline share price of $86.61 per share. The performance period began on October 13, 2025.
Long-Term Incentive Compensation
| | Weighting | Share Price Goal | Performance Period | | Tranche 1 | 20% | $121.69 (+40%) | 3-year | | Tranche 2 | 20% | $152.64 (+76%) | 5-year | | Tranche 3 | 20% | $166.77 (+93%) | | | Tranche 4 | 40% | $198.15 (+129%) | |
Long-Term Incentive Compensation
Fiscal Year 2026 CRO and CPO Special Equity Awards Recognizing the intensely competitive talent market for proven commercial and product leaders, effective June 8, 2025, the Compensation Committee approved special equity awards for Mr. Dodds and Mr. Exner, each with a target value of $5.0 million. These awards were structured as an equal mix of PSUs and RSUs to balance rigorous performance accountability with a long-term focus on strategic execution. To further emphasize alignment with long-term value creation and shareholder returns, the awards carry a four-year vesting schedule, with the majority of the underlying shares vesting in years three and four. The PSUs were granted subject to the same performance metrics and targets established under the Company’s fiscal year 2026 PSU Plan. Subject to Mr Dodds’ and Mr. Exner’s continuous service through each applicable service date – and for PSUs, after adjustment for actual performance relative to the pre-established targets – the awards will vest over four years, with 20% of the underlying shares vesting on each of the first and second anniversaries of the grant date, and 30% of the underlying shares vesting on each of the third and fourth anniversaries of the grant date. As Mr. Exner terminated his employment with us effective July 17, 2026, he earned only the first year vesting on the special equity award. All remaining underlying shares were forfeited upon termination. For more details regarding our fiscal year 2026 equity awards, see the section below titled “Executive Compensation Tables—Fiscal 2026 Outstanding Equity Awards as of Fiscal Year End.”
Updates to Variable Compensation Plan Metrics for Fiscal Year 2027
Updates to Variable Compensation Plan Metrics for Fiscal Year 2027 Reflecting the importance of the sales-led go-to-market motion in driving our aggressive growth strategy, we have added Sales-Led Subscription Revenue as a fiscal year 2027 performance measure for both our Bonus Plan and our PSU Plan, with equal weighting to the Total Revenue metric. Emphasizing our continued focus on operational efficiency and expanded profitability, we have maintained Non-GAAP Operating Margin Percent as a metric for our fiscal year 2027 Bonus Plan while establishing Adjusted Free Cash Flow Margin Percent as a new metric for our fiscal year 2027 PSU Plan. We believe these metrics provide a balanced short-term and long-term incentive framework that aligns our executive pay outcomes with strategic execution and long-term shareholder value creation. The following corporate performance metrics were approved by the Compensation Committee and subsequently approved by the board of directors in June 2026.
Updates to Variable Compensation Plan Metrics for Fiscal Year 2027
| Plan | FY27 Metric | FY27 Weight | | Bonus Plan | Total Revenue | 33% | | | Sales-Led Subscription Revenue | 33% | | | Non-GAAP Operating Margin % | 34% | | | Total | 100% | | PSU Plan | Total Revenue | 33% | | | Sales-Led Subscription Revenue | 33% | | | Adjusted Free Cash Flow Margin % | 34% | | | Total | 100% |
Timing of Equity Awards
Timing of Equity Awards The Company follows a consistent approach to the timing of its equity awards. The Compensation Committee’s practice is to approve or recommend equity awards, including stock options, to its named executive officers and other executive officers on an annual basis at the committee’s first regular meeting of each fiscal year, which is typically held in May or June and scheduled at least one year in advance. The Compensation Committee’s meeting to approve or recommend such annual awards is normally held after the Company announces its financial results for the preceding fiscal year and the fourth quarter of that fiscal year. The timing of the annual awards is intended to incentivize the named executive officers to deliver on the Company’s performance objectives for the new fiscal year. The Compensation Committee also may approve or recommend equity awards outside of the annual grant cycle, generally on quarterly dates scheduled in advance, for new hires, promotions, retention or other purposes, or in special circumstances at other times during the year, as in the case of the fiscal year 2026 CEO special equity award described above. The Company has no program, plan or practice to time the release of material nonpublic information for the purpose of affecting the value of executive compensation.
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. The arrangements with Mr. Banon and Mr. Kulkarni, our executive directors, were approved by the board of directors upon recommendation of the Compensation Committee. We have entered into employment letters, each of which was approved by the Compensation Committee, with each of our other named executive officers, all of whom have also executed our standard form of invention assignment, confidentiality and arbitration agreement. We believe that these arrangements are necessary to secure the service of these individuals in a highly competitive job market. Our written employment agreements and employment letters do not have a specific term. They each provide 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 set 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 Mr. Banon may be eligible to receive certain severance payments and benefits in connection with certain terminations of his 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 substantially identical 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.
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 (which, together with the severance provisions in the Banon Employment Agreement, we refer 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 for 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 that the named executive officers will receive compensation in the form of severance pay and certain limited benefits if the officer leaves our employ under specified 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 Internal Revenue Code (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 believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For a description 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.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation The Compensation Committee takes into consideration impacts of accounting standards in designing compensation plans and arrangements for our executive officers and other employees. Chief among these standards 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. The expense for RSUs 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.
Fiscal 2026 Summary Compensation Table
Fiscal 2026 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 (or, in the case of Mr. Welihinda, the last two 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.
Fiscal 2026 Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Ashutosh Kulkarni | 2026 | 750,000 | — | 45,343,687 | 832,532 | 35,684(3) | 46,961,904 | | Chief Executive Officer | 2025 | 625,000 | — | 12,999,970 | 694,096 | 29,668(3) | 14,348,734 | | | 2024 | 600,000 | — | 11,249,875 | 598,175 | 19,800(3) | 12,467,850 | | Navam Welihinda | 2026 | 500,000 | — | 6,499,984 | 416,266 | 27,250(3) | 7,443,500 | | Chief Financial Officer | 2025 | 85,417 | — | 9,363,770 | 70,741 | 3,750(3) | 9,523,678 | | Shay Banon | 2026 | 538,838(4) | — | 4,499,882 | 448,600(4) | 2,707(3)(4) | 5,490,027 | | Chief Technology Officer | 2025 | 514,006(4) | — | 3,749,877 | 428,124(4) | 2,682(3)(4) | 4,694,689 | | | 2024 | 475,235(4)(5) | — | 3,199,926 | 301,314(4)(5) | 31,021(4)(5)(6) | 4,007,497 | | Mark Dodds | 2026 | 500,000 | — | 11,999,744 | 416,266 | 21,000(3) | 12,937,010 | | Chief Revenue Officer | 2025 | 500,000 | — | 4,499,830 | 416,458 | 28,100(3) | 5,444,388 | | | 2024 | 200,758 | 200,000 | 9,564,394 | 119,308 | 10,000(3) | 10,094,460 | | Ken Exner | 2026 | 500,000 | — | 11,999,744 | 416,266 | 64,895(3) | 12,980,905 | | Chief Product Officer | 2025 | 500,000 | — | 4,499,830 | 416,458 | 27,557(3) | 5,443,846 | | | 2024 | 465,000 | — | 4,499,952 | 278,151 | 20,400(3) | 5,263,503 |
Fiscal 2026 Summary Compensation Table
(1)The amounts shown are calculated in accordance with ASC Topic 718 for purposes of financial reporting and represent the aggregate grant date fair value of RSU and PSU awards, granted to named executive officers for the fiscal years indicated. PSU awards tied to operational and financial performance goals assume target award value. Such amounts do not represent the actual economic value that has been or may be realized from such awards. The amounts reported for time-based RSUs and and for PSUs tied to operational and financial performance goals, based on target award value, were calculated using the closing price of our ordinary shares as reported on the NYSE on the date of grant. The grant date fair value of the special PSU award granted to Mr. Kulkarni, which vests based on market conditions, was determined using a Monte Carlo simulation in accordance with ASC Topic 718. If the PSUs tied to operational and financial performance goals were instead valued based on the maximum outcome of the applicable performance conditions, the grant date fair value of the PSUs granted in this column (i) for fiscal year 2026, would be as follows: Mr. Kulkarni, $15,999,946; Mr. Welihinda, $6,499,984; Mr. Banon, $4,499,882; Mr. Dodds, $11,999,744; and Mr. Exner, $11,999,744; and (ii) for fiscal year 2025, would be as follows: Mr. Kulkarni, $9,099,968; Mr. Banon, $2,624,780; Mr. Dodds, $3,149,825; and Mr. Exner, $3,149,825. Mr. Welihinda did not receive an award with a performance condition for fiscal year 2025. 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 2026 (the “Fiscal 2026 Form 10-K”) regarding assumptions underlying valuation of equity awards. (2)Except as otherwise indicated, the amounts shown represent the amounts earned based upon achievement of certain performance goals under our Bonus Plan. The terms of the Bonus Plan are described above under “Compensation Discussion and Analysis—Setting Target Total Direct Compensation—Bonus Plan.” (3)For fiscal years 2024, 2025, and 2026, the amounts shown include Elastic’s contributions made under our 401(k) plan for all named executive officers except Mr. Banon, who is not eligible to participate in the plan. The only such contribution in excess of $25,000 was Elastic’s contribution of $27,250 made under our 401K plan on behalf of Mr. Welihinda for fiscal year 2026. With respect to Messrs. Kulkarni, Banon, and Exner, the amounts shown for fiscal years 2025 and 2026 also include guest travel expenses and related tax gross-ups for certain company events. The amount shown for Mr. Dodds for fiscal year 2025 also includes guest travel expenses and related tax gross-ups for certain company events. The amount shown for Mr. Exner for fiscal year 2026 also includes payment of Washington State long-term care tax obligations in the amount of $37,948.00 during fiscal year 2026 on behalf of Mr. Exner in connection with the vesting of stock awards that were paid by the Company and treated as compensation to Mr. Exner. (4)Amounts for fiscal years 2026 and 2025, and a portion of the amounts for fiscal year 2024 have been reported on an as-converted basis from British pound sterling (“GBP”) to U.S. dollars (“USD”) based on the average currency exchange rate of 1 GBP = USD 1.3407 and 1.2789 for fiscal years 2026 and 2025, respectively, and a spot currency exchange rate of 1 GBP = USD 1.2544 as of our fiscal year end April 30, 2024. (5)A portion of the amounts for fiscal year 2024 have been reported on an as-converted basis from Israeli new shekels (“ILS”) to USD based on spot currency exchange rates of 1 ILS=USD 0.2670 as of our fiscal year end April 30, 2024. (6)The amount shown is the sum of the following amounts, calculated on an as-converted basis as described in note (5): contributions by Elastic of $11,572 in ILS to a severance pay fund pursuant to Israeli 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 $10,419 in ILS to an education savings fund.
Fiscal 2026 Grants of Plan-Based Awards
Fiscal 2026 Grants of Plan-Based Awards The following table provides information concerning each grant of an award made during fiscal year 2026 for each of our named executive officers under any plan. See “Compensation Discussion and Analysis—Setting Target Total Direct Compensation—Executive Bonus Plan” and “—Long-Term Incentive Compensation.” This information supplements the information about these awards set forth in the Fiscal 2026 Summary Compensation Table above.
Fiscal 2026 Grants of Plan-Based Awards
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Approval Date | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ashutosh Kulkarni | | | Annual Cash | 375,000 | 750,000 | 1,125,000 | | | | | | | | 6/5/2025 | 6/8/2025 | PSUs | | | | 46,302 | 92,603 | 185,206 | | 7,999,973 | | | 6/5/2025 | 6/8/2025 | RSUs | | | | | | | 92,603 | 7,999,973 | | | 10/13/2025 | 10/13/2025 | PSUs | | | | | | | 456,491 | 29,343,741 | | Navam Welihinda | | | Annual Cash | 187,500 | 375,000 | 562,500 | | | | | | | | 5/28/2025 | 6/8/2025 | PSUs | | | | 18,810 | 37,620 | 75,240 | | 3,249,992 | | | 5/28/2025 | 6/8/2025 | RSUs | | | | | | | 37,620 | 3,249,992 | | Shay Banon | | | Annual Cash | 202,064 | 404,128 | 606,192 | | | | | | | | 6/5/2025 | 6/8/2025 | PSUs | | | | 13,022 | 26,044 | 52,088 | | 2,249,941 | | | 6/5/2025 | 6/8/2025 | RSUs | | | | | | | 26,044 | 2,249,941 | | Mark Dodds | | | Annual Cash | 187,500 | 375,000 | 562,500 | | | | | | | | 5/28/2025 | 6/8/2025 | PSUs | | | | 34,726 | 69,451 | 138,902 | | 5,999,872 | | | 5/28/2025 | 6/8/2025 | RSUs | | | | | | | 69,451 | 5,999,872 | | Ken Exner | | | Annual Cash | 187,500 | 375,000 | 562,500 | | | | | | | | 5/28/2025 | 6/8/2025 | PSUs | | | | 34,726 | 69,451 | 138,902 | | 5,999,872 | | | 5/28/2025 | 6/8/2025 | RSUs | | | | | | | 69,451 | 5,999,872 |
Fiscal 2026 Grants of Plan-Based Awards
(1)Reflects threshold, target and maximum potential payments for awards under the Fiscal Year 2026 Bonus Plan described above under “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Payouts.” 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)Reflects threshold, target and maximum potential payouts for awards with a performance condition under the Stock Plan described above under "Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentive Compensation—Fiscal Year 2026 PSU Performance Levels." Under these awards, the named executive officers were eligible to receive ordinary shares subject to the achievement of pre-established corporate performance metrics. These awards are also subject to additional time-based vesting conditions. (3)All RSU and PSU awards were granted pursuant to the Stock Plan. (4)The amounts shown represent the grant date fair value of $84.49 per share for the RSU and PSU awards granted on June 8, 2025 and $67.51 per share for the PSU award granted on October 13, 2025, calculated pursuant to ASC Topic 718. Such amounts do not represent the amounts paid to or realized by the named executive officers. See Note 11, “Equity Incentive Plans” of the Notes to our Consolidated Financial Statements in the Fiscal 2026 Form 10-K for a description of the assumptions underlying valuation of equity awards.
Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End
Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our named executive officers as of April 30, 2026:
Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Award Type (*) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 186,686 | — | 75.85 | 03/07/2032 | | | | | 12/8/2021(3) | NQ | 26,179 | — | 128.31 | 12/07/2031 | | | | | 3/8/2021(4) | NQ | 6,562 | — | 111.20 | 03/07/2031 | | | | | 2/9/2021(5) | ISO/NQ | 31,415 | — | 166.43 | 02/08/2031 | | | | | 10/13/2025(6) | PSU | | | | | 456,491 | 21,194,877 | | | 6/8/2025(7) | RSU | | | | | 75,240 | 3,493,393 | | | 6/8/2025(8) | PSU | | | | | 92,603 | 4,299,557 | | | 6/8/2024(9) | RSU | | | | | 42,458 | 1,971,325 | | | 6/8/2024(10) | PSU | | | | | 16,935 | 786,292 | | | 12/8/2023(11) | RSU | | | | | 31,639 | 1,468,999 | | | 6/8/2023(12) | PSU | | | | | 3,396 | 157,676 | | | 12/8/2022(13) | RSU | | | | | 43,621 | 2,025,323 | | Navam Welihinda | 6/8/2025(7) | RSU | | | | | 30,567 | 1,419,226 | | | 6/8/2025(8) | PSU | | | | | 37,620 | 1,746,697 | | | 3/8/2025(14) | RSU | | | | | 73,925 | 3,432,338 | | Shay Banon | 12/8/2021(3) | NQ | 52,359 | — | 128.31 | 12/07/2031 | | | | | 12/8/2020(15) | NQ | 62,421 | — | 145.83 | 12/07/2030 | | | | | 6/8/2025(7) | RSU | | | | | 21,161 | 982,505 | | | 6/8/2025(8) | PSU | | | | | 26,044 | 1,209,223 | | | 6/8/2024(9) | RSU | | | | | 12,248 | 568,675 | | | 6/8/2024(10) | PSU | | | | | 4,885 | 226,811 | | | 12/8/2023(11) | RSU | | | | | 9,256 | 429,756 | | | 6/8/2023(12) | PSU | | | | | 887 | 41,183 | | | 12/8/2022(13) | RSU | | | | | 10,386 | 482,222 | | Mark Dodds | 6/8/2025(7) | RSU | | | | | 61,855 | 2,871,928 | | | 6/8/2025(8) | PSU | | | | | 69,451 | 3,224,610 | | | 6/8/2024(9) | RSU | | | | | 14,697 | 682,382 | | | 6/8/2024(10) | PSU | | | | | 5,862 | 272,173 | | | 1/8/2024(11) | RSU | | | | | 38,499 | 1,787,509 | | Ken Exner | 9/8/2022(16) | NQ | 50,601 | 5,884 | 84.87 | 09/07/2032 | | | | | 6/8/2025(7) | RSU | | | | | 61,855 | 2,871,928 | | | 6/8/2025(8) | PSU | | | | | 69,451 | 3,224,610 | | | 6/8/2024(9) | RSU | | | | | 14,697 | 682,382 | | | 6/8/2024(10) | PSU | | | | | 5,862 | 272,173 | | | 12/8/2023(11) | RSU | | | | | 12,939 | 600,758 | | | 6/8/2023(12) | PSU | | | | | 1,269 | 58,920 | | | 12/8/2022(13) | RSU | | | | | 6,924 | 321,481 | | | 9/8/2022(17) | RSU | | | | | 11,208 | 520,387 |
Fiscal 2026 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, 2026 as reported on the NYSE, which was $46.43. (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 vested 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 PSUs will vest, if at all, in four tranches as follows: 20% will vest with respect to each of the first three tranches and 40% will vest with respect to the fourth tranche. Each tranche of PSUs will vest if the Company achieves a share price goal specified for that tranche, measured from a baseline share price of $86.61, at any time during a three-year performance period ending on October 13, 2028 for the first tranche and during a five-year performance period ending on October 13, 2030 for the second, third and fourth tranches, contingent in each case on the reporting person's continuous service as the Company's Chief Executive Officer through the date of each applicable service vesting event. The number of PSUs earned for any tranche is subject to a 20% reduction based on the relative performance of total shareholder returns as specified in the award agreement. (7)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on September 8, 2025, subject to continued service to us through the applicable vesting date. (8)The ordinary shares are subject to a PSU award based on achievement of specified performance metrics. The number of ordinary shares shown represents achievement of the performance metric at the target level. Based on actual achievement for fiscal year 2026, 120% of the target PSUs were earned. One-third of the ordinary shares received based on achievement vested on the determination date of June 8, 2026; thereafter, one-eighth of the remaining shares will vest quarterly, beginning on September 8, 2026, subject to continued service to us through the applicable vesting date. (9)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on September 8, 2024, subject to continued service to us through the applicable vesting date. (10)The ordinary shares are subject to a PSU award based on achievement of specified performance metrics. The number of ordinary shares shown represents achievement of the performance metric at the target level. Based on actual achievement for fiscal year 2025, 100% of the target PSUs were earned. One-third of the ordinary shares received based on achievement vested on the determination date of June 8, 2025; thereafter, one-eighth of the remaining shares will vest quarterly, beginning on September 8, 2025, subject to continued service to us through the applicable vesting date. (11)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. (12)The ordinary shares are subject to a PSU award based on achievement of specified performance metrics. 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. (13)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. (14)The ordinary shares subject to the award of RSUs vest in 16 quarterly installments beginning on June 8, 2025, subject to continued service to us through the applicable vesting date. (15)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. (16)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. (17)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. Mr. Exner voluntarily terminated employment with us effective July 17, 2026. Accordingly,except for the portion of his holdings that subsequently vested prior to his termination, all unvested equity awards shown in this table were forfeited upon his termination.
Fiscal 2026 Option Exercises and Stock Vested
Fiscal 2026 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 vesting of RSUs and PSUs during fiscal year 2026. None of the named executive officers exercised stock options during fiscal year 2026.
Fiscal 2026 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ashutosh Kulkarni | 164,162 | 12,439,842 | | Navam Welihinda | 31,694 | 2,363,038 | | Shay Banon | 44,823 | 3,428,784 | | Mark Dodds | 44,333 | 3,352,450 | | Ken Exner | 66,455 | 5,019,917 |
Fiscal 2026 Option Exercises and Stock Vested
(1)The value realized upon vesting is calculated by multiplying the number of ordinary shares released upon vesting of RSUs and PSUs by the market value of such ordinary shares on the vesting date.
Fiscal 2026 Non-Qualified Deferred Compensation
Fiscal 2026 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 2026. During fiscal year 2026, none of our named executive officers made deferrals under the Deferred Compensation Plan.
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, 2026, including in connection with a change in control of the Company assumed to occur as of April 30, 2026. 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.
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 | 750,000 | 750,000 | 35,397,443 | 32,842 | 36,930,285 | | | Termination Without Cause or Resignation for Good Reason | 375,000 | 375,000 | — | 32,842 | 782,842 | | Navam Welihinda | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 500,000 | 375,000 | 6,598,260 | 29,646 | 7,502,907 | | | Termination Without Cause or Resignation for Good Reason | 250,000 | 187,500 | — | 29,646 | 467,146 | | Shay Banon | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 500,000 | 375,000 | 3,940,375 | 6,279 | 4,821,653 | | | Termination Without Cause or Resignation for Good Reason | 250,000 | 187,500 | — | 6,279 | 443,779 | | Mark Dodds | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 500,000 | 375,000 | 8,838,601 | 32,842 | 9,746,442 | | | Termination Without Cause or Resignation for Good Reason | 250,000 | 187,500 | — | 32,842 | 470,342 | | Ken Exner (3) | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control | 500,000 | 375,000 | 8,552,638 | — | 9,427,638 | | | Termination Without Cause or Resignation for Good Reason | 250,000 | 187,500 | — | — | 437,500 |
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, 2026 of $46.43 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 such closing price of our ordinary shares on April 30, 2026, 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, 2026 for a 12-month period. (3)Mr. Exner voluntarily terminated employment with us effective July 17, 2026. He did not receive any severance or benefit payments of the type described above and has no future claim to any such payments.
CEO PAY RATIO
CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street and Consumer Protection Act, presented below is the ratio of the annual total compensation of Ashutosh Kulkarni, our CEO, to the annual total compensation of our median compensated employee for fiscal year 2026. 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 2026. 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 2026. With respect to equity awards, we determined the grant date fair value of restricted stock units awarded during fiscal year 2026 computed in accordance with FASB ASC Topic 718 using the closing price of our ordinary shares 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, 2026, whether 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 2026 compensation for this individual using the same methodology we use to calculate the fiscal year 2026 amount reported for our CEO in the “Total” column of the Fiscal 2026 Summary Compensation Table as set forth in the “Executive Compensation” section of this proxy statement. For our fiscal year 2026: For fiscal year 2026, the total compensation for our CEO, Mr. Kulkarni, was $46,961,904 as reported in the “Total” column of the Fiscal 2026 Summary Compensation Table as set forth in the “Executive Compensation” section of this proxy statement. The fiscal year 2026 annual total compensation for our median compensated employee was $227,811. Thus, the ratio of our CEO’s total fiscal year 2026 compensation to our median compensated employee’s total fiscal year 2026 compensation was 206:1. Neither the Compensation Committee nor our management used this pay ratio in making compensation decisions. CEO Pay Ratio | Elastic 2026 Proxy Statement 75
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 Wall Street Reform and Consumer Protection Act, we provide the following disclosure regarding executive compensation for our CEO, who is our principal executive officer (“PEO”), and non-PEO named executive officers and Company performance for our five 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 Discussion 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 2022, 2023, 2024, 2025, and 2026 (the “covered years”); •additional disclosure regarding the relationship between the Compensation Actually Paid (“CAP” 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 the financial performance measures that we consider to be our most important measures used to align compensation actually paid for fiscal year 2026 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 CAP, these amounts do not necessarily reflect compensation that our principal executive officer and other NEOs actually earned for the covered years. Instead, CAP 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. CAP generally fluctuates due to stock price performance.
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 Total 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) | (3) | (4) | (5) | | (6) | | 2026 | $46,961,904 | $14,857,931 | $— | $— | $9,712,861 | $3,684,398 | $38 | $257 | $367,766 | $1,739,331 | | 2025 | $14,348,734 | $6,354,116 | $— | $— | $5,868,698 | $1,532,209 | $71 | $172 | $(108,114) | $1,483,296 | | 2024 | $12,467,850 | $30,137,183 | $— | $— | $6,549,084 | $11,342,190 | $85 | $151 | $61,720 | $1,267,321 | | 2023 | $13,740,871 | $9,400,758 | $— | $— | $7,962,040 | $5,512,862 | $47 | $110 | $(236,161) | $1,068,989 | | 2022 | $17,888,070 | $12,888,629 | $7,883,912 | $2,918,134 | $4,869,634 | $(514,756) | $63 | $102 | $(203,848) | $862,374 |
PAY VERSUS PERFORMANCE
(1)Ashutosh Kulkarni served as our PEO for the entirety of fiscal years 2023, 2024, 2025, and 2026 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 fiscal year 2022 from May 1, 2021 to January 11, 2022. Mr. Kulkarni served as a non-PEO NEO (“Reported NEO”) 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 for the fiscal years indicated: 2026: Messrs. Banon, Welihinda, Dodds, and Exner 2025: Messrs. Banon, Welihinda, Dodds, Exner, Moorjani, and Eric Prengel 2024: Messrs. Banon, Moorjani, Dodds, and Exner 2023: Messrs. Banon, Moorjani, and Exner and Ms. Herzog 2022: Mr. Moorjani, Paul Appleby, and W.H. Baird 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, and the average compensation actually paid to the Reported NEOs 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 Reported NEOs for fiscal year 2026.
PAY VERSUS PERFORMANCE
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Fiscal Year 2026 | | | | | | | +/- | | PEO | | Non-PEO NEO Average | | | | Summary Compensation Table - Total Compensation | | 46,961,904 | | 9,712,861 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | 45,343,687 | | 8,749,838 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | 18,854,484 | | 4,857,938 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | (5,490,209) | | (2,257,898) | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | 1,282,413 | | 500,914 | | + | 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 | | (1,406,973) | | (379,579) | | - | 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 | | 14,857,931 | | 3,684,398 |
PAY VERSUS PERFORMANCE
See footnote (1) for the Reported NEOs included in the Non-PEO NEO Average column for the specified fiscal year. 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. The compensation actually paid for the other covered years reflects similar types of adjustments to the Summary Compensation Table equity awards reported for the PEO and the Former PEO for those covered years. (4)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. (5)Peer group TSR 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, 2026. 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. (6)Our total revenue is a key driver of our performance and stockholder value creation. Total revenue carried a 50% weighting among the performance measures utilized for both our fiscal year 2026 performance share unit awards and our Fiscal Year 2026 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.”

DEF 14A of Elastic N.V.

Carolyn Herzog

Board of Directors

Board of Directors

Board of Directors

Board of Directors

Board Skills and Experience Matrix

Board Skills and Experience Matrix

Director Biographies

Nominees for Director

Nominees for Director

Nominees for Director

Nominees for Director

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Continuing Directors

Non-Executive Director Compensation

Fiscal 2026 Non-Executive Director Compensation Table

Fiscal 2026 Non-Executive Director Compensation Table

Fiscal 2026 Non-Executive Director Compensation Table

Fiscal Year 2026 Executive Compensation Highlights

Role of the Compensation Consultant

Competitive Positioning

Fiscal Year 2026 Peer Group

Fiscal Year 2026 Peer Group

Fiscal Year 2027 Peer Group

Fiscal Year 2027 Peer Group

Pay for Performance Philosophy

Compensation Elements

Base Salary and Target Short Term Cash Incentive

Base Salary and Target Short Term Cash Incentive

Base Salary and Target Short Term Cash Incentive

Incentive Compensation Plan

Incentive Compensation Plan

Incentive Compensation Plan

Incentive Compensation Plan

Incentive Compensation Plan

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Long-Term Incentive Compensation

Updates to Variable Compensation Plan Metrics for Fiscal Year 2027

Updates to Variable Compensation Plan Metrics for Fiscal Year 2027

Timing of Equity Awards

Employment Arrangements

Post-Employment Compensation

Accounting for Stock-Based Compensation

Fiscal 2026 Summary Compensation Table

Fiscal 2026 Summary Compensation Table

Fiscal 2026 Summary Compensation Table

Fiscal 2026 Grants of Plan-Based Awards

Fiscal 2026 Grants of Plan-Based Awards

Fiscal 2026 Grants of Plan-Based Awards

Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

Fiscal 2026 Outstanding Equity Awards at Fiscal Year-End

Fiscal 2026 Option Exercises and Stock Vested

Fiscal 2026 Option Exercises and Stock Vested

Fiscal 2026 Option Exercises and Stock Vested

Fiscal 2026 Non-Qualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

Potential Payments Upon Termination or Change in Control

CEO PAY RATIO

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE

PAY VERSUS PERFORMANCE