Ashutosh Kulkarni

About Ashutosh Kulkarni

Ashutosh Kulkarni is CEO of Elastic N.V. since January 2022 and an executive director since March 2022; age 50, with an M.S. in Computer Engineering (UT Austin), MBA (UC Berkeley), and B.E. (University of Mumbai) . Under his tenure, FY2025 revenue reached $1.483B (+17% YoY), Elastic Cloud revenue $688M (+26% YoY), non-GAAP operating margin 15.2%, operating cash flow $266M, and adjusted free cash flow $286M . The company’s cumulative TSR value (indexed to $100) ended FY2025 at $134 vs peer group $265, and FY2024 at $159 vs peer $233, indicating relative underperformance despite strong fundamental progress .

Past Roles

Organization	Role	Years	Strategic Impact
Elastic	Chief Product Officer	Jan 2021–Jan 2022	Led product prior to CEO appointment, aligning roadmap to Search AI strategy .
McAfee	EVP & Chief Product Officer, Enterprise Business Group	Oct 2018–Dec 2020	Drove enterprise cybersecurity product strategy .
Akamai	SVP & GM, Web Performance & Web Security; SVP & GM, Web Experience	Aug 2015–Oct 2018	Led high-scale performance/security businesses; earlier senior leadership roles .
Informatica; Sun Microsystems	Senior roles in product management, marketing, engineering	Prior to 2015	Enterprise data/software experience across product disciplines .

External Roles

No current public-company board service for Kulkarni beyond Elastic disclosed; prior roles listed above are operating positions, not directorships .

Fixed Compensation

Metric	FY2024	FY2025
Base Salary ($)	600,000	625,000
Target Bonus (% of Base)	100%	100%
Actual Annual Cash Incentive Paid ($)	598,175	694,096

Performance Compensation

FY2025 Annual Bonus Plan

Metric	Weight	Target	Actual	Attainment %	Payout %	Vesting/Timing
Cloud Revenue ($M)	30%	669	688	102.8%	107.1%	Paid per plan (mid-year cap, final true-up) .
Total Revenue ($M)	35%	1,485	1,483	99.9%	99.8%	Paid per plan (mid-year cap, final true-up) .
Non-GAAP Operating Margin (%)	35%	12.6	15.2	120.4%	125.7%	Paid per plan (mid-year cap, final true-up) .
Total Payout	100%	—	—	—	111.1%	—

Key plan terms: annual measurement, mid-year prorated cap at 100% with final offset; linear interpolation; no discretionary adjustments in FY2025 .

FY2025 PSU Plan (CEO)

Metric	Performance Levels	Result	Payout	Vesting
Total Revenue ($M)	Threshold 1,188 (80%); Target 1,485 (100%); Max 1,782 (200%)	1,483	100% of target PSUs earned	1/3 at determination (Jun 8, 2025); remaining vests quarterly over 8 quarters .

Equity mix shift: PSU share of annual awards increased to 35% in FY2025 and set to 50% in FY2026 to strengthen pay-for-performance .

Equity Ownership & Alignment

FY2025 CEO Annual Equity Awards (Granted June 2024)

Award Type	Award Value ($)	% of Total	Notes
PSUs	4,550,000	35%	One-year performance period; three-year total vest .
RSUs	8,450,000	65%	Quarterly vest over 4 years .
Total	13,000,000	100%	—

Outstanding and Recently Granted Awards (as of Apr 30, 2025)

Instrument	Shares Not Vested	Market Value ($)
RSUs (granted 6/8/2024)	61,328	5,286,474 (at $86.20)
PSUs (FY2025 target earned)	40,643	3,503,427 (at $86.20)
RSUs (12/8/2023)	49,718	4,285,692
PSUs (FY2024 earned 97%)	16,980	1,463,676
RSUs (12/8/2022)	101,782	8,773,608
RSUs (3/8/2022)	11,908	1,026,470
RSUs (12/8/2021)	2,489	214,552

Option holdings and strikes:

151,682 NQ options (exercisable) + 35,004 unexercisable, $75.85 strike (3/8/2022) .
21,815 NQ options (exercisable) + 4,364 unexercisable, $128.31 strike (12/8/2021) .
6,562 NQ options, $111.20 strike (3/8/2021) .
31,415 ISO/NQ options, $166.43 strike (2/9/2021) .

Beneficial ownership and near-term liquidity:

Shares owned: 144,013; awards vesting within 60 days: 40,153; options exercisable within 60 days: 238,083; total beneficially owned: 422,249 (<1%) .
Anti-hedging and anti-pledging policy prohibits hedging and pledging of company securities .
Stock ownership guidelines: CEO must hold shares equal to 5x base salary; compliance measured annually; unvested awards excluded from calculation .

FY2025 Equity Vesting and Realized Value

Shares acquired on vesting: 143,989; value realized $13,840,167 (CEO) .

Employment Terms

Provision	Non-Change-in-Control	Change-in-Control (Double Trigger)
Cash Severance	6 months base ($312,500) + 50% target bonus ($312,500)	12 months base ($625,000) + 100% target bonus ($625,000)
Equity	No acceleration	100% acceleration of outstanding equity (greater of actual or 100% of target for performance awards)
Benefits	Up to 12 months COBRA ($28,377 est.)	Up to 12 months COBRA ($28,377 est.)
Estimated Total (as of 4/30/2025)	$653,377	$26,194,566
Tax Gross-Ups	None on excise; payments adjusted to maximize after-tax without gross-ups
Clawback	Dutch law clawback and NYSE Rule 10D-1 compliant recovery policy
Employment Agreement	Employment letter with at-will terms approved by board; CEO compensation set by board upon Compensation Committee recommendation

Board Governance

Role: Executive Director (CEO); director since 2022; nominated for term expiring at 2028 AGM .
Independence: Not independent due to CEO role .
Committees: Executive directors do not serve on Audit/Compensation/Nominating committees per NYSE/DCGC; CEO not on committees .
Board leadership: Independent Chair and Lead Independent Director (Chetan Puttagunta), with separation of Chair and CEO roles; Vice-Chair independent; structure intended to strengthen oversight .
Board attendance: In FY2025, all directors attended at least 75% of meetings; board held 4 meetings .
Say-on-Pay: 84% approval at 2024 AGM; increased PSU weighting in response to shareholder feedback .

Compensation Committee Analysis (Context)

Independent members: Chair Alison Gleeson; Paul Auvil; transition from Sohaib Abbasi to Caryn Marooney post-AGM .
Consultants: Compensia (through Dec 2024) and Semler Brossy (effective Jan 2025); committee found no conflicts .
Peer group (FY2025): Alteryx, Box, Cloudflare, Confluent, Dynatrace, Five9, Guidewire, HubSpot, Informatica, MongoDB, Nutanix, Okta, Rapid7, Samsara, Smartsheet, Sprinklr, Tenable, UiPath, Unity, Zscaler .

Performance & Track Record

Metric	FY2023	FY2024	FY2025
Total Revenue ($000)	1,068,989	1,267,321	1,483,296
Non-GAAP Operating Margin (%)	4.3	11.2	15.2
Elastic TSR (Indexed $100)	89	159	134
Peer Group TSR (Indexed $100)	170	233	265

Other disclosures:

Complaint filed naming Mr. Kulkarni and former CFO Mr. Moorjani on behalf of a putative class of shareholders (see Note 8 cross-reference) .

Investment Implications

Strong pay-for-performance alignment: Majority of CEO pay variable; increased PSU weighting (35% in FY2025, 50% in FY2026) tied to revenue growth supports long-term value creation; FY2025 bonus paid at 111.1% driven by NGOM outperformance .
Retention and selling pressure: Significant multi-year RSU/PSU schedules with quarterly vesting create regular release events; beneficial ownership <1% suggests alignment primarily via unvested equity; anti-hedging/pledging reduces misalignment risk .
Change-in-control economics: Double-trigger with full equity acceleration produces substantial value ($26.2M est.), but design mitigates windfalls by requiring termination; absence of tax gross-ups is shareholder-friendly .
Governance quality: Separation of Chair/CEO and independent leadership, robust clawbacks, ownership policy, and responsive committee practices (peer review, consultant independence, say-on-pay engagement) are positives .
Execution risk: Despite fundamental improvement (revenue and margins), TSR lagged peer group in FY2025; monitoring conversion of product momentum (Search AI) into sustained relative equity performance is key .