Alison Gleeson

About Alison Gleeson

Alison Gleeson, age 60, has served as an independent non‑executive director of Elastic since January 2020; she chairs the Compensation Committee and holds a B.A. in Marketing from Michigan State University . Her core credentials include senior go‑to‑market leadership at Cisco as Senior Vice President, Americas (2014–2018), advisory roles at Brighton Park Capital (since Oct 2019) and Verkada (Aug 2021–Jul 2025), and current public company board experience at 8x8 (Compensation Committee chair) and ZoomInfo (Nominating & Corporate Governance Committee chair; Compensation Committee member) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cisco	Senior Vice President, Americas	Jul 2014–Oct 2018; at Cisco 1996–2018	Led large-scale sales/go-to‑market across Americas region
Verkada	Sales Strategic Advisor	Aug 2021–Jul 2025	Advisory on sales strategy for security tech company
Private Investor	Investor	Nov 2018–Sep 2019	N/A
Brighton Park Capital	Special Advisor; Operating Committee Member	Since Oct 2019	Portfolio/operating advisory at growth equity firm

External Roles

Organization	Role	Start	Committees/Positions
8x8, Inc.	Independent Director	2021	Compensation Committee chair
ZoomInfo Technologies	Independent Director	2022	Nominating & Corporate Governance Committee chair; Compensation Committee member

Board Governance

Elastic has a one‑tier board comprising executive and non‑executive directors; Gleeson is one of the non‑executive directors and is classified as independent under NYSE rules and the Company’s guidelines, with DCGC independence majority maintained across committees .
Committee assignments (FY2025): Gleeson chairs the Compensation Committee; other members were Abbasi and Auvil, with Marooney replacing Abbasi after the 2025 Annual Meeting (Compensation Committee then: Gleeson, Auvil, Marooney) .
Attendance and engagement: The board held four meetings in FY2025 and all directors attended at least 75% of board and applicable committee meetings; all nine directors attended the Oct 1, 2024 AGM .

Board & Committee Snapshot (FY2025)

Director	Independent	Audit	Compensation	Nominating & Corp Gov
Alison Gleeson	Yes	—	Chair	—

Fixed Compensation

Fiscal Year	Fees Earned or Paid in Cash ($)	Notes
FY2025	50,475	Cash retainer policy components: $35,000 board member; +$15,525 Compensation Committee chair; quarterly pro‑rata payments

Cash vs equity mix (FY2025): cash $50,475 vs RSU grant fair value $199,977 (≈80% equity, 20% cash), supporting equity‑heavy alignment for non‑exec directors .

Performance Compensation

Item	Detail	Amount/Units	Vesting/Terms
Annual RSU Award (FY2025 policy)	Non‑exec directors eligible for $200,000 grant date fair value; Gleeson’s grant fair value	$199,977	Settles on earlier of 1‑year anniversary or day prior to next AGM; subject to continued service
RSUs outstanding (as of Apr 30, 2025)	Director holdings	2,666 RSUs	Standard time‑based vest; see policy
Change‑in‑Control (CIC) treatment	Director awards fully vest at CIC; performance‑based awards deemed achieved at 100% of target	Policy term	Full vesting if director remains in role through CIC

Performance Metrics

Director equity uses time‑based RSUs; no explicit performance metrics are disclosed for director awards (policy does state performance‑based awards, if any, would be deemed at 100% upon CIC) .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Considerations
8x8, Inc.	Compensation Committee chair	Elastic’s related‑person policy requires Audit Committee review for transactions >$120k involving directors; no such related‑party transactions occurred in FY2025 .
ZoomInfo Technologies	Nominating & Corporate Governance chair; Compensation member	Same as above; no related‑party transactions disclosed in FY2025 .

Expertise & Qualifications

Education: B.A. in Marketing, Michigan State University .
Expertise: Prior executive go‑to‑market leadership for a large public company (Cisco SVP, Americas), current governance roles including committee chair positions at two public software/SaaS companies; board cites her qualifications based on executive and go‑to‑market experience .

Equity Ownership

Holder	Shares Owned	Awards Vesting Within 60 Days (RSUs/PSUs)	Options Exercisable Within 60 Days	Total Beneficially Owned	% of Outstanding
Alison Gleeson	6,577	2,666	—	9,243	<1%

Share ownership policy: Non‑exec directors must own shares equal to 5× the annual cash retainer within five years; unexercised options and unvested awards are excluded from the calculation; compliance assessed annually by the Compensation Committee .
Hedging and pledging: Directors are prohibited from hedging, short‑selling, or pledging Elastic securities, and from holding them in margin accounts, under the Company’s insider trading policy .

Insider Trades (Elastic)

Filing Date	Trade Date	Form	Transaction	Shares	Price ($)	Value ($)
Dec 19, 2023	Dec 15, 2023	Form 4	Sale	3,404	111.94	381,030
Oct 02, 2024	—	Form 4	Statement of changes in beneficial ownership	—	—	—
Oct 02, 2025	—	Form 4	Statement of changes in beneficial ownership	—	—	—

Note: The Dec 2023 sale is detailed above; subsequent Form 4s indicate filings but the specific transaction details were not extracted here. Refer to the SEC links for full transaction data .

Fixed Compensation (Detail)

Component (FY2025 Policy)	Annual Amount ($)	Applicable to Gleeson
Board member retainer	35,000	Yes
Lead Independent Director	20,000	No
Audit Committee chair	25,000	No
Audit Committee member	10,000	No
Compensation Committee chair	15,525	Yes
Compensation Committee member	8,000	N/A (chair)
Nominating & Governance chair	11,000	No
Nominating & Governance member	5,000	No

Performance Compensation (Detail)

Equity Component	Grant Date	Grant Date Fair Value ($)	RSUs Held as of 4/30/2025	Vesting Mechanics
Annual RSU grant	Oct 1, 2024	199,977	2,666	Settles on earlier of 1‑year anniversary or day prior to next AGM; CIC full vesting for director awards

Governance Assessment

Strengths: Independent director with deep enterprise sales leadership and multi‑company governance experience; chairs Compensation Committee with documented independence of compensation advisors (Compensia, Semler Brossy) and no conflicts identified; strong attendance; equity‑heavy director pay supports shareholder alignment; robust clawback and anti‑hedging/pledging policies .
Potential flags to monitor: Director equity awards fully vest on change‑in‑control (including deeming performance awards at 100%), which some investors scrutinize; periodic insider sales (e.g., Dec 2023) merit ongoing monitoring, though no related‑party transactions required Audit Committee approval in FY2025, and Compensation Committee interlocks/insider participation disclosures show no interlocks with issuer executives .
Overall: Governance posture indicates independence, active committee leadership, and policy frameworks aligned with NYSE/DCGC best practices; no disclosed conflicts or related‑party transactions in FY2025 .