Document

DEF 14A 1 estcdef14aproxyfy2021.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:


☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a12

ELASTIC N.V.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:



			Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND PROCEDURAL MATTERS			1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			7
BOARD ELECTIONS—VOTING PROPOSAL NO. 1			23
ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS—VOTING PROPOSAL NO. 2			24
GRANT OF FULL DISCHARGE TO EXECUTIVE DIRECTOR—VOTING PROPOSAL NO. 3			25
GRANT OF FULL DISCHARGE TO NON-EXECUTIVE DIRECTORS—VOTING PROPOSAL NO. 4			26
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM—VOTING PROPOSAL NO. 5			27
REPORT OF THE AUDIT COMMITTEE			29
AUTHORIZATION OF THE BOARD OF DIRECTORS TO REPURCHASE SHARES IN THE CAPITAL OF THE COMPANY—VOTING PROPOSAL NO. 6			30
NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS—VOTING PROPOSAL NO. 7			31
EXECUTIVE OFFICERS			32
EXECUTIVE COMPENSATION			33
COMPENSATION DISCUSSION AND ANALYSIS			33
EXECUTIVE COMPENSATION TABLES			53
REPORT OF THE COMPENSATION COMMITTEE			60
CEO PAY RATIO			61
DELINQUENT SECTION 16(a) REPORTS			62
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			63
EQUITY COMPENSATION PLAN INFORMATION			65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			66
FUTURE SHAREHOLDER PROPOSALS			69
ANNUAL REPORT			70
HOUSEHOLDING OF PROXY MATERIALS			70
WHERE YOU CAN FIND MORE INFORMATION			70
OTHER MATTERS			71


Q:			Why am I receiving these proxy materials?
A:			You are receiving these proxy materials because you were a shareholder of record or beneficial owner of the ordinary shares of Elastic N.V. (the “Company,” “Elastic,” “we,” “us” or “our”) as of the close of business at 5:00 PM Eastern Daylight Time (“EDT”) on September 3, 2021 (the “Record Date”) for an annual general meeting of shareholders of Elastic to be held on October 1, 2021 (the “Annual Meeting”). We do this in order to solicit voting proxies for use at the Annual Meeting. If you are a shareholder of record and you submit your proxy to us, you direct a civil law notary of Zuidbroek Corporate Law Notaries and their legal substitutes to vote your shares in accordance with the voting instructions in your proxy. If you are a beneficial owner and you follow the voting instructions provided in the notice you receive from your broker, bank or other intermediary, you direct such organization to vote your shares in accordance with your instructions. These proxy materials are being distributed to you on or about September 9, 2021. As a shareholder, you are invited to attend the Annual Meeting, and we request that you vote on the proposals described in this proxy statement.
			Please refer to the question entitled “What is the difference between holding shares as a shareholder of record or as a beneficial owner?” below for important details regarding different forms of share ownership.
			The enclosed voting materials allow you to vote your shares without attending the Annual Meeting. Your vote is important. We encourage you to vote as soon as possible. These proxy materials are being made available or distributed to you on or about September 9, 2021.
Q:			What proposals will be voted on at the Annual Meeting?
A:			Shareholders will be asked to adopt voting proposals no. 1, no. 2, no. 3, no. 4, no. 5, no. 6, and no. 7 as described in this proxy statement.
Q:			How does the board of directors recommend that I vote?
A:			After careful consideration, the board of directors unanimously recommends that the Company’s shareholders vote:
			•“FOR” the election of the nominee for executive director of the Company and the nominee for non-executive director of the Company (“voting proposal no. 1”);
			•“FOR” the adoption of the Company’s Dutch statutory annual accounts (the “Dutch Statutory Annual Accounts”) (“voting proposal no. 2”);
			•“FOR” the granting of full discharge to the executive director of the Company (“voting proposal no. 3”);
			•“FOR” the granting of full discharge to the non-executive directors of the Company (“voting proposal no. 4”);


			•“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending April 30, 2022 (“voting proposal no. 5”);
			•“FOR” the approval to authorize the board of directors to repurchase shares in the capital of the Company (“voting proposal no. 6”); and
			•“FOR” the approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers (as defined below) (“voting proposal no. 7”).
Q:			Can I attend the Annual Meeting?
A:			You may attend the Annual Meeting if, on the Record Date, you were a shareholder of record or a beneficial owner. If you would like to attend the Annual Meeting in person, you must notify the Company by submitting your name and number of registered shares to the Company’s e-mail address ir@elastic.co by 8:00 PM EDT on September 28, 2021. You will be asked to show photo identification and the following:
			•If you are a shareholder of record, your paper proxy card that includes your name, or admission ticket that you received with a paper proxy card or that you obtained from our shareholder voting site at www.proxyvote.com; or
			•If you are a beneficial owner, the voting instruction card you received from your broker, bank or other intermediary, or a printed statement from such organization or online access to your brokerage or other account, showing your share ownership on the Record Date.
			•Due to the COVID-19 pandemic and the related measures and guidelines, we urge shareholders to vote by proxy. Please note, however, that if you do decide to attend the Annual Meeting in person, we may be required to implement additional safety measures in order to safeguard the orderly proceedings at the meeting.
			We will not be able to accommodate guests without proper evidence of share ownership as of the Record Date at the Annual Meeting, including guests of our shareholders.
			The Annual Meeting will begin promptly at 5:00 PM Central European Summer Time (“CEST”), and you should leave ample time for the check-in procedures.
Q:			Where is the Annual Meeting?
A:			The Annual Meeting will be held at the Company’s offices at Keizersgracht 281, 1016 ED Amsterdam, the Netherlands. Shareholders may request directions to the Annual Meeting by contacting Investor Relations at 800 West El Camino Real, Suite 350, Mountain View, California 94040, telephone number +1(650) 695-1055, e-mail ir@elastic.co.
Q:			Who is entitled to vote at the Annual Meeting?
A:			You may vote your shares of Elastic ordinary shares if you owned your shares at the close of business on the Record Date. You may cast one vote for each ordinary share held by you as of the Record Date on all matters presented. As of August 23, 2021 (the last practicable date prior to the Record Date and the mailing of the proxy statement), we had 91,795,800 ordinary shares issued and outstanding. See the questions entitled “How can I vote my shares in person at the Annual Meeting?” and “How can I vote my shares without attending the Annual Meeting?” below for additional details.


Q:			What is the difference between holding shares as a shareholder of record or as a beneficial owner?
A:			You are the “shareholder of record” of any shares that are registered directly in your name with Elastic’s transfer agent, Computershare Trust Company, N.A. We have sent the proxy statement and proxy card directly to you if you are a shareholder of record. As a shareholder of record, you may grant your voting proxy directly to Elastic or to a third party, or vote in person at the Annual Meeting. If you are a shareholder of record and you submit your proxy to us, you direct a civil law notary of Zuidbroek Corporate Law Notaries and their legal substitutes to vote your shares in accordance with the voting instructions in your proxy.
			You are the “beneficial owner” of any shares (which are considered to be held in “street name”) that are held on your behalf in a brokerage account or by a bank or another intermediary that is the shareholder of record for those shares. If you are a beneficial owner, you did not receive proxy materials directly from Elastic, but your broker, bank or other intermediary forwarded you a proxy statement and voting instruction card for directing that organization how to vote your shares. You may also attend the Annual Meeting, but because a beneficial owner is not a shareholder of record, you may not vote in person at the Annual Meeting unless you obtain a “legal proxy” from the organization that holds your shares, giving you the right to vote the shares at the Annual Meeting.
Q:			How can I vote my shares in person at the Annual Meeting?
A:			You may vote shares for which you are the shareholder of record in person at the Annual Meeting. You may vote shares you hold beneficially in street name in person at the Annual Meeting only if you obtain a “legal proxy” from the broker, bank or other intermediary that holds your shares, giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also direct the voting of your shares as described below in the question entitled “How can I vote my shares without attending the Annual Meeting?” so that your vote will be counted even if you later decide not to attend the Annual Meeting.
Q:			How can I vote my shares without attending the Annual Meeting?
A:			Whether you hold shares as a shareholder of record or a beneficial owner, you may direct how your shares are voted without attending the Annual Meeting, by the following means:
			By Internet—Shareholders of record with Internet access may direct how their shares are voted by following the “Vote by Internet” instructions on the proxy card until 5:59 a.m. CEST on October 1, 2021/11:59 p.m. EDT on September 30, 2021. If you are a beneficial owner of shares held in street name, please check the voting instructions in the voting instruction card provided by your broker, bank or other intermediary for Internet voting availability.
			By telephone—Shareholders of record who live in the United States or Canada may submit proxies by telephone by following the “Vote by Telephone” instructions on the proxy card until 5:59 a.m. CEST on October 1, 2021/11:59 p.m. EDT on September 30, 2021. If you are a beneficial owner of shares held in street name, please check the voting instructions in the voting instruction card provided by your broker, bank or other intermediary for telephone voting availability.
			By mail—If you elect to vote by mail, please complete, sign and date the proxy card where indicated and return it in the prepaid envelope included with the proxy card. Proxy cards submitted by mail must be received by the time of the Annual Meeting in order for your shares to be voted. If you are a beneficial owner of shares held in street name, you may vote by mail by following the instructions for voting by mail in the voting instruction card provided by your broker, bank or other intermediary.
Q:			How many shares must be present or represented to conduct business at the Annual Meeting?
A:			The shareholders of record of at least one third of the shares entitled to vote at the Annual Meeting must either (1) be present in person at the Annual Meeting or (2) have properly submitted a proxy in order to constitute a quorum at the Annual Meeting.


Q:			What is the voting requirement to approve the proposals?
A:			The nominees mentioned under voting proposal no. 1 will be appointed to the board of directors unless a two-thirds majority of the votes cast at the Annual Meeting, which votes must represent more than one-half of the issued and outstanding share capital, are cast against the proposal.
			Each of voting proposals no. 2, no. 3, no. 4, no. 5, no. 6 and no. 7 requires a simple majority of votes cast in an Annual Meeting where at least one-third of the issued and outstanding ordinary shares of the Company are represented. Proposal no. 7, commonly referred to as the “say-on-pay” vote, is advisory and not binding. Our board of directors will review the voting results and take them into consideration in determining the compensation of our Named Executive Officers.
Q:			What will happen if I fail to vote or vote to abstain from voting?
A:			If you are the shareholder of record and you fail to vote or abstain from voting, it will have no effect on the voting proposals, assuming a quorum is present. If you are a beneficial owner and you fail to provide the organization that is the shareholder of record for your shares with voting instructions, the organization will not have discretion to vote on the non-routine matters that will be proposed at the Annual Meeting. If you fail to provide voting instructions to the organization or instruct the organization to vote your shares to abstain from voting, it will have no effect on the voting proposals. If you are a beneficial owner and you fail to provide the organization that is the shareholder of record for your shares with voting instructions, the organization will have discretion to vote on the routine matters that will be proposed at the Annual Meeting.
Q:			What will happen if I submit a proxy but do not specify how my shares are to be voted?
A:			If you are the shareholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted as recommended by the board of directors.
			If you are a beneficial owner and you do not provide the organization that is the shareholder of record for your shares with voting instructions, the organization will determine if it has the discretionary authority to vote on the particular matter. Under applicable regulations, brokers and other intermediaries have the discretion to vote on routine matters such as the ratification of the selection of the Company’s independent registered public accountant but do not have discretion to vote on non-routine matters such as the proposal to elect the nominees for director of the Company. Therefore, if you do not provide voting instructions to that organization, it may vote your shares only on the routine matters properly presented for a vote at the Annual Meeting.
Q:			What is the effect of a broker non-vote?
A:			A broker non-vote occurs when a broker, bank or other intermediary that is otherwise counted as present or represented by proxy does not receive voting instructions from the beneficial owner and does not have the discretion to vote the shares. A broker non-vote will be counted for purposes of calculating whether a quorum is present at the Annual Meeting but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal as to which that broker non-vote occurs. Thus, a broker non-vote will not impact our ability to obtain a quorum for the Annual Meeting and will not otherwise affect the outcome of the non-routine matters properly presented for a vote at the Annual Meeting.


Q:			Can I change my vote?
A:			If you are the shareholder of record, you may change your vote (1) by submitting a new proxy bearing a later date (which automatically revokes the earlier proxy) using any of the voting methods described above in the question entitled “How can I vote my shares without attending the Annual Meeting?,” (2) by providing a written notice of revocation to Elastic’s Corporate Secretary at Elastic N.V., 800 West El Camino Real, Suite 350, Mountain View, California 94040, prior to your shares being voted, or (3) by attending the Annual Meeting and voting in person, which will supersede any proxy previously submitted by you. However, merely attending the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically request it.
			If you are a beneficial owner of shares held in street name, you may generally change your vote by (1) submitting new voting instructions to your broker, bank or other intermediary or (2) if you have obtained a legal proxy from the organization that holds your shares giving you the right to vote your shares, by attending the Annual Meeting and voting in person. However, please consult that organization for any specific rules it may have regarding your ability to change your voting instructions.
Q:			What should I do if I receive more than one proxy card, voting instruction card from my broker, bank or other intermediary, or set of proxy materials?
A:			You may receive more than one proxy card, voting instruction card from your broker, bank or other intermediary or set of proxy materials. For example, if you are a beneficial owner with shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card or voting instruction card that you receive, or follow the voting instructions on such proxy card or voting instruction card you receive, to ensure that all your shares are voted.
Q:			Is my vote confidential?
A:			Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Elastic or to third parties, except: (1) as necessary for applicable legal requirements, (2) to allow for the tabulation and certification of the votes, and (3) to facilitate a successful proxy solicitation. Occasionally, shareholders provide written comments on their proxy cards, which may be forwarded to Elastic management.
Q:			Who will serve as inspector of election?
A:			The inspector of election will be Broadridge Financial Solutions, Inc.
Q:			Where can I find the voting results of the Annual Meeting?
A:			We will publish final voting results in our Current Report on Form 8-K, which will be filed with the SEC and made available on its website at www.sec.gov within four business days of the Annual Meeting.
Q:			Who will bear the cost of soliciting votes for the Annual Meeting?
A:			Elastic will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes. In addition to the use of the mail, proxies may be solicited by officers and directors and regular employees of Elastic, some of whom may be considered participants in the solicitation, without additional remuneration, by personal interview, telephone, facsimile or otherwise. Elastic may also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the Record Date and will provide customary reimbursement to such firms for the cost of forwarding these materials.


Q:			What is the deadline to propose actions for consideration at next year’s annual general meeting or to nominate individuals to serve as directors?
A:			For inclusion in the Company’s proxy materials—Any shareholder desiring to present a resolution for inclusion in the Company’s proxy statement for the annual general meeting of shareholders to be held in 2022 (the “2022 Annual Meeting”) must deliver such resolution to the board of directors at the address below no later than May 2, 2022. Only those resolutions that comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be included in the Company’s proxy statement for the 2022 Annual Meeting. In addition, under Dutch law, shareholders are permitted to submit a resolution for consideration so long as (1) such matter is received by the Company no later than 60 days prior to the date of the meeting, and (2) the shareholder or group of shareholders submitting the proposed agenda item or resolutions owns at least 3% of the Company’s issued share capital. To be brought at the annual general meeting—In addition, you can find in Elastic’s articles of association an advance notice procedure for shareholders who wish to present certain matters at an annual general meeting of shareholders. See “Future Shareholder Proposals.” All submissions to the Company should be made to: Elastic N.V. 800 West El Camino Real, Suite 350 Mountain View, California 94040 Attention: Investor Relations Email: ir@elastic.co Shareholders may recommend director candidates for consideration by our nominating and corporate governance committee. For additional information regarding our policy regarding shareholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Policies Governing Director Nominations—Director Nomination Process.”
Q:			What is householding and how does it affect me?
A:			The SEC permits companies that provide advance notice and follow certain procedures to send a single set of proxy materials to any household at which two or more shareholders of record reside, unless contrary instructions have been received. In such cases, each shareholder of record continues to receive a separate set of proxy materials. Certain brokerage firms may have instituted householding for beneficial owners. If your family has multiple accounts holding Elastic ordinary shares, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.
Q:			Who can help answer my questions?
A:			Please contact our Investor Relations Department by calling +1 (650) 695-1055 or by writing to Elastic N.V., 800 West El Camino Real, Suite 350, Mountain View, California 94040, Attention: Investor Relations or e-mail ir@elastic.co. If you have questions about the proposals or the information contained in this proxy statement, or desire additional copies of this proxy statement, or if you are a shareholder of record, additional proxy cards, please contact our Investor Relations Department.


Name	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Directors with Terms Expiring at the Annual Meeting/Nominees
Shay Banon	43	Executive Director, Chief Executive Officer (“CEO”) and Chairman	2012	2021	2024
Shelley Leibowitz(1)	60	Non-Executive Director	—	—	2024
Continuing Directors
Jonathan Chadwick(2)(3)	55	Non-Executive Director	2018	2023
Michelangelo Volpi*(2)(4)	54	Non-Executive Director	2013	2023
Alison Gleeson(3)	56	Non-Executive Director	2020	2023
Caryn Marooney(5)	54	Non-Executive Director	2019	2022
Chetan Puttagunta**(2)(5)	35	Non-Executive Director	2017	2022
Steven Schuurman	45	Non-Executive Director	2012	2022


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)		Total ($)
Jonathan Chadwick(2)	55,000	169,890	(3)	224,890
Peter Fenton(4)	46,000	169,890	(3)	215,890
Alison Gleeson(4)	35,000	169,890	(3)	204,890
Caryn Marooney(4)	34,000	169,890	(3)	203,890
Chetan Puttagunta(4)	56,000	169,890	(3)	225,890
Steven Schuurman(5)	30,000	—		30,000
Michelangelo Volpi(6)	—	—		—


	Fiscal Year 2021		Fiscal Year 2020
Audit Fees(1)	$	2,968,283	$	3,107,628
Audit-Related Fees(2)	137,450		502,800
Tax Fees(3)	10,316		16,500
All Other Fees(4)	5,781		5,987
Total	$	3,121,830	$	3,632,915


Alarm.com Holdings	HubSpot	Smartsheet
Alteryx	MongoDB	Tenable Holdings
Anaplan	New Relic	The Trade Desk
Avalara	Okta	Zendesk
Cloudera	Paylocity Holding	Zscaler
Coupa Software	Qualys
Five9	SailPoint Technologies


Named Executive Officer	Fiscal Year 2020 Base Salary	Fiscal Year 2021 Base Salary (1)	Percentage Change
Shay Banon	$375,000	$400,000	6.7%
Janesh Moorjani	$365,000	$365,000	—%
W.H. Baird Garrett	$400,000	$400,000	—%


Named Executive Officer	Stock Option (# of shares)		Stock Option (award value)	RSU Award (# of shares)		RSU Award (award value)	Aggregate Equity Awards (award value)
Shay Banon	62,421	(1)	$3,750,000	31,507	(2)	$3,750,000	$7,500,000
Janesh Moorjani	24,968	(1)	$1,500,000	12,602	(2)	$1,500,000	$3,000,000
Paul Appleby	40,129	(3)	$2,000,000	61,513	(4)	$6,000,000	$8,000,000
Ashutosh Kulkarni	37,977	(5)	$3,000,000	58,415	(6)	$9,000,000	$12,000,000
W.H. Baird Garrett	12,484	(1)	$750,000	6,301	(2)	$750,000	$1,500,000


Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)		Total ($)
Shay Banon	2021	387,720	(3)	—	4,594,666	5,225,530		291,827	(3)	65,864	(3)(4)	10,565,607
Chief Executive Officer	2020	375,000		—	—	4,872,356	(5)	196,886		—		5,444,242
	2019	330,000		—	—	—		169,760		—		499,760
Janesh Moorjani	2021	365,000		—	1,837,750	2,090,179		275,825		17,100	(6)	4,585,853
Chief Financial Officer	2020	365,000		—	863,304	2,669,951		191,636		16,298	(6)	4,106,189
	2019	330,000		—	—	—		135,808		6,602	(6)	472,410
Paul Appleby	2021	344,697		200,000	6,137,767	2,262,072		259,058		10,888	(6)	9,214,482
President, Worldwide Field Operations
Ashutosh Kulkarni	2021	164,773		200,000	6,495,748	3,416,442		125,191		3,750	(6)	10,405,903
Chief Product Officer
W.H. Baird Garrett	2021	400,000		—	918,875	1,045,089		—		—		2,363,964
Senior Vice President and General Counsel	2020	400,000		—	—	—		—		—		400,000
	2019	400,000		—	—	—		—		8,438	(6)	408,438



					Estimated possible payouts under non-equity incentive plan awards(1)			All Other Stock Awards: Number of Shares of Stock or Units (#)(2)	All Other Option Awards: Number of Securities Underlying Options (#)(2)	Exercise or Base Price of Option Awards ($)(3)	Grant Date Fair Value of Stock Awards ($)(4)
Name	Approval Date		Grant Date	Award Type	Threshold ($)	Target ($)	Maximum ($)
Shay Banon				Annual Cash	115,873	231,746	347,619
	12/2/2020		12/8/2020	RSUs				31,507			4,594,666
	12/2/2020		12/8/2020	Options					62,421	145.83	5,225,530
Janesh Moorjani				Annual Cash	109,500	219,000	328,500
	11/23/2020		12/8/2020	RSUs				12,602			1,837,750
	11/23/2020		12/8/2020	Options					24,968	145.83	2,090,179
Paul Appleby				Annual Cash	103,125	206,250	309,375
	8/24/2020		9/8/2020	RSUs				61,513			6,137,767
	8/24/2020		9/8/2020	Options					40,129	99.78	2,262,072
Ashutosh Kulkarni				Annual Cash	50,000	100,000	150,000
	2/23/21 3/4/21	(5)	3/8/2021	RSUs				58,415			6,495,748
	2/5/2021		2/9/2021	Options					31,415	166.43	2,992,907
	3/4/2021		3/8/2021	Options					6,562	111.20	423,534
W.H. Baird Garrett	11/23/2020		12/8/2020	RSUs				6,301			918,875
	11/23/2020		12/8/2020	Options					12,484	145.83	1,045,089


			Option Awards				Stock Awards
Name	Grant Date		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)
Shay Banon	12/8/2020	(2)	5,201	57,220	145.83	12/07/2030
	4/2/2018	(3)	8,334	100,000	13.07	04/02/2028
	9/7/2017	(4)	18,007	—	10.15	09/06/2027
	12/8/2020	(5)					31,507	3,800,374
Janesh Moorjani	12/8/2020	(2)	2,080	22,888	145.83	12/07/2030
	6/8/2019	(6)	—	57,285	81.39	06/07/2029
	4/2/2018	(7)	—	31,250	13.07	04/01/2028
	9/7/2017	(8)	73,664	—	10.15	09/06/2027
	12/8/2020	(5)					12,602	1,520,053
	6/8/2019	(9)					10,607	1,279,416
Paul Appleby	9/8/2020	(10)	—	40,129	99.78	09/07/2030
	9/8/2020	(11)

SEC Form DEF 14A filed by Elastic N.V.