ELASTIC N.V., PRE 14A filed on 8/15/2024
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.24.2.u1
Cover
12 Months Ended
Apr. 30, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ELASTIC N.V.
Entity Central Index Key 0001707753
v3.24.2.u1
Pay vs Performance Disclosure
12 Months Ended
Apr. 30, 2024
USD ($)
Apr. 30, 2023
USD ($)
Apr. 30, 2022
USD ($)
Apr. 30, 2021
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
In accordance with the Pay versus Performance rules (the “PvP rules”) adopted by the SEC pursuant to the Dodd-Frank, we provide the following disclosure regarding executive compensation for our CEO, who is our principal executive officer, and non-CEO named executive officers and Company performance for our four most recent fiscal years. The Compensation Committee and the board of directors did not consider the pay versus performance information below in making its pay decisions for any of the fiscal years presented. See the “Executive Compensation—Compensation Disclosure and Analysis” section of this proxy statement for information about the pay decisions made with respect to named executive officer compensation for the fiscal years discussed in that section.

Pursuant to the PvP rules, we provide the following information below:
tabular compensation and performance disclosure for our fiscal years 2021, 2022, 2023, and 2024 (the “covered years”);
additional disclosure regarding the relationship between the “compensation actually paid” (as calculated in accordance with the PvP rules) set forth in the pay versus performance table and each of the performance metrics set forth in the table and between the Company’s total shareholder return (“TSR”) and the TSR Peer Group (as set forth in the table below), in each case over the covered years; and
a list of three financial performance measures that we consider to be our most important measures used to align compensation actually paid for fiscal year 2024 to the named executive officers (as used in this Pay Versus Performance section, the “NEOs”) to Company performance.
In the pay versus performance table below, we provide information about compensation of our NEOs for each of the covered years. Additionally, we provide information about the results for certain financial performance measures for the covered years. Although the PvP rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our principal executive officer and other NEOs actually earned for the covered years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PvP rules, including adjusted values for unvested and vested equity awards during the covered years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.
Pay Versus Performance
     Value of Initial Fixed $100 Investment Based On: 
YearSummary Compensation Table Total for PEOCompensation Actually Paid to PEOSummary Compensation Table for Former PEOCompensation Actually Paid to Former PEOAverage Summary Compensation Table Total for Non- PEO NEOsAverage Compensation Actually Paid to Non- PEO NEOsElastic Total Shareholder ReturnPeer Group Total Shareholder Return  Net Income ($000)Company- Selected Measure: Total Revenue ($000)
(1)(2)(3)(2)(3)(2)(4)(5)(6)(7)
2024$12,467,850 $30,137,183 $— $— $6,549,084 $11,342,190 $159 $233 $61,720 $1,267,321 
2023$13,740,871 $9,400,758 $— $— $7,962,040 $5,512,862 $89 $170 $(236,161)$1,068,989 
2022$17,888,070 $12,888,629 $7,883,912 $2,918,134 $4,869,634 $(514,756)$119 $157 $(203,848)$862,374 
2021$— $— $10,565,607 $28,825,505 $6,642,551 $13,659,402 $188 $154 $(129,434)$608,489 
     
Named Executive Officers, Footnote
(1)Ashutosh Kulkarni served as our principal executive officer (our “PEO”) for the entirety of fiscal years 2023 and 2024 and from January 11, 2022 to the end of fiscal year 2022 on April 30, 2022. Shay Banon (our “Former PEO”) served as the PEO for the entirety of fiscal year 2021 and during fiscal year 2022 from May 1, 2021 to January 11, 2022. Mr. Kulkarni served as a non-PEO NEO (“Reported NEO”) during fiscal year 2021 and during fiscal year 2022 until his appointment to PEO on January 11, 2022. Mr. Banon served as a Reported NEO during fiscal year 2022 from January 11, 2022 until the end of fiscal year 2022 on April 30, 2022 and during the entirety of fiscal years 2023 and 2024. For the purposes of this pay versus performance disclosure, both our PEO and Former PEO are included solely as PEOs in fiscal year 2022.

Our Reported NEOs for the specified covered years were as follows:
2024: Mr. Banon, Janesh Moorjani, Ken Exner, and Mark Dodds
2023: Mr. Banon, Mr. Moorjani, Carolyn Herzog, and Mr. Exner
2022: Mr. Moorjani, Paul Appleby, and W.H. Baird Garrett
2021: Mr. Kulkarni, Mr. Moorjani, Mr. Appleby, and Mr. Garrett
     
Peer Group Issuers, Footnote Peer group total shareholder return represents the cumulative shareholder return of the S&P 500 Information Technology Index, which we presented in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024. For each covered year, our peer group TSR was calculated based on a deemed fixed investment of $100 through the measurement period, assuming dividend investment for the peer group, weighted according to the respective companies’ stock market capitalization at the beginning of the measurement period.      
PEO Total Compensation Amount $ 6,549,084 $ 7,962,040 $ 4,869,634 $ 6,642,551
PEO Actually Paid Compensation Amount $ 11,342,190 5,512,862 (514,756) 13,659,402
Adjustment To PEO Compensation, Footnote Amounts shown in these columns represent the compensation actually paid to our PEO and our Former PEO for the specified covered years, as calculated pursuant to the PvP rules. The compensation actually paid reflects the following adjustments to the Summary Compensation Table equity awards reported for the PEO and the Former PEO for those covered years.
PEO A. Kulkarni
 +/-202220232024
 Summary Compensation Table - Total Compensation$17,888,070 $13,740,871 $12,467,850 
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$16,961,026 $12,599,999 $11,249,875 
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$14,901,807 $12,486,454 $11,095,346 
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years$(2,813,346)$(4,358,806)$12,443,813 
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$694,968 $872,545 $477,794 
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$(821,844)$(740,308)$4,902,255 
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$— $— $— 
=Compensation Actually Paid$12,888,629 $9,400,758 $30,137,183 
Former PEO S. Banon
 +/-20212022
 Summary Compensation Table - Total Compensation$10,565,607 $7,883,912 
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$9,820,196 $7,130,926 
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$7,266,078 $3,532,514 
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years$5,527,831 $(2,433,181)
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$360,041 $298,460 
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$14,926,144 $767,355 
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$— $— 
=Compensation Actually Paid$28,825,505 $2,918,134 
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.
     
Non-PEO NEO Average Total Compensation Amount   7,962,040 4,869,634 6,642,551
Non-PEO NEO Average Compensation Actually Paid Amount   5,512,862 (514,756) 13,659,402
Adjustment to Non-PEO NEO Compensation Footnote Amounts shown in this column represent the average compensation actually paid to the Reported NEOs for the covered years, as calculated pursuant to the PvP rules. The average compensation actually paid reflects the following adjustments to the Summary Compensation Table equity awards reported for the Reported NEOs for the covered years.
Reported NEO Average
 +/-2021202220232024
 Summary Compensation Table - Total Compensation$6,642,551 $4,869,634 $7,962,040 $6,549,084 
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$6,050,981 $4,259,074 $7,291,148 $5,816,046 
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$5,971,413 $2,901,510 $5,394,132 $5,451,021 
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years$3,522,030 $(2,271,099)$(989,271)$3,358,871 
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$53,999 $154,223 $682,282 $294,035 
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$3,520,390 $961,711 $(245,173)$1,505,224 
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$— $2,871,661 $— $— 
=Compensation Actually Paid$13,659,402 $(514,756)$5,512,862 $11,342,190 
See footnote (1) for the Reported NEOs included in the average for each specified covered year. Mr. Kulkarni is included as a Reported NEO only for fiscal year 2021, while Mr. Banon is included as a Reported NEO for fiscal years 2023 and 2024.

Equity Award values are calculated in accordance with FASB ASC Topic 718. The valuation methodology used to calculate fair values did not materially differ from those disclosed at the time of grant.
     
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid (CAP) vs Company and Peer Group TSR 08-13-2024.jpg
     
Compensation Actually Paid vs. Net Income
CAP vs Net Income 08-13-2024.jpg
     
Compensation Actually Paid vs. Company Selected Measure
CAP vs Total Revenue 08-13-2024.jpg
     
Tabular List, Table Total revenue
Cloud revenue
Non-GAAP operating margin
     
Total Shareholder Return Amount $ 159 89 119 188
Peer Group Total Shareholder Return Amount 233 170 157 154
Net Income (Loss) $ 61,720 $ (236,161) $ (203,848) $ (129,434)
Company Selected Measure Amount 1,267,321 1,068,989 862,374 608,489
Additional 402(v) Disclosure 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.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.      
Measure:: 1        
Pay vs Performance Disclosure        
Name Total revenue      
Non-GAAP Measure Description Our total revenue is a key driver of our performance and stockholder value creation. Total revenue was the sole performance metric used for our performance share unit awards in fiscal 2024, and had a 35% weighting among the performance measures used to determine annual bonuses under the Fiscal Year 2024 Bonus Plan. For more information on our use of this financial measure in executive pay decisions, see the section of this proxy statement titled “Executive Compensation—Compensation Discussion and Analysis – Compensation Policies and Practices – Setting Target Total Direct Compensation.”      
Measure:: 2        
Pay vs Performance Disclosure        
Name Cloud revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Non-GAAP operating margin      
Ashutosh Kulkarni [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 12,467,850 $ 13,740,871 $ 17,888,070 $ 0
PEO Actually Paid Compensation Amount 30,137,183 9,400,758 12,888,629 0
Shay Banon [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 0 0 7,883,912 10,565,607
PEO Actually Paid Compensation Amount 0 0 2,918,134 28,825,505
PEO | Ashutosh Kulkarni [Member] | Stock and Option Awards Granted [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (11,249,875) (12,599,999) (16,961,026)  
PEO | Ashutosh Kulkarni [Member] | Stock and Option Awards Granted During Year and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,095,346 12,486,454 14,901,807  
PEO | Ashutosh Kulkarni [Member] | Stock and Option Awards in Prior Years Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,443,813 (4,358,806) (2,813,346)  
PEO | Ashutosh Kulkarni [Member] | Stock and Option Awards Granted During Year Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 477,794 872,545 694,968  
PEO | Ashutosh Kulkarni [Member] | Stock and Option Awards Granted in Prior Years Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,902,255 (740,308) (821,844)  
PEO | Ashutosh Kulkarni [Member] | Equity Awards That Failed To Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0  
PEO | Shay Banon [Member] | Stock and Option Awards Granted [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     (7,130,926) (9,820,196)
PEO | Shay Banon [Member] | Stock and Option Awards Granted During Year and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     3,532,514 7,266,078
PEO | Shay Banon [Member] | Stock and Option Awards in Prior Years Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     (2,433,181) 5,527,831
PEO | Shay Banon [Member] | Stock and Option Awards Granted During Year Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     298,460 360,041
PEO | Shay Banon [Member] | Stock and Option Awards Granted in Prior Years Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     767,355 14,926,144
PEO | Shay Banon [Member] | Equity Awards That Failed To Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount     0 0
Non-PEO NEO | Stock and Option Awards Granted [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (5,816,046) (7,291,148) (4,259,074) (6,050,981)
Non-PEO NEO | Stock and Option Awards Granted During Year and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,451,021 5,394,132 2,901,510 5,971,413
Non-PEO NEO | Stock and Option Awards in Prior Years Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,358,871 (989,271) (2,271,099) 3,522,030
Non-PEO NEO | Stock and Option Awards Granted During Year Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 294,035 682,282 154,223 53,999
Non-PEO NEO | Stock and Option Awards Granted in Prior Years Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,505,224 (245,173) 961,711 3,520,390
Non-PEO NEO | Equity Awards That Failed To Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ (2,871,661) $ 0