Carolyn Herzog

About Carolyn Herzog

Carolyn Herzog, 58, serves as Chief Legal Officer (CLO) of Elastic (ESTC) since May 2022, with prior senior legal leadership at Arm and Symantec. She holds a B.A. from Washington University and a J.D. from the University of Wisconsin–Madison, and acts as Corporate Secretary for ESTC’s board processes. Company performance during her tenure includes total revenue rising from $1.069B in FY2023 to $1.483B in FY2025, with non-GAAP operating margin improving from 4% (FY2023) to 15% (FY2025); Elastic’s cumulative TSR values in pay-versus-performance disclosure were 89 (FY2023), 159 (FY2024), and 134 (FY2025) on a $100 basis, versus IT peer group TSR of 170, 233, and 265 respectively .

Past Roles

Organization	Role	Years	Strategic Impact
Elastic (ESTC)	Chief Legal Officer; Corporate Secretary	May 2022–present	Oversees legal, governance, and compliance for a global SaaS leader; supports compensation, disclosure, and governance frameworks .
Arm	EVP & General Counsel	Jan 2017–Feb 2022	Led global legal function for leading semiconductor/software IP licensor .
Symantec	Chief Compliance Officer & Deputy General Counsel; other roles	Dec 2000–Jan 2017	Senior compliance and legal leadership at a cybersecurity software and services company .

Fixed Compensation

Year	Base Salary ($)	Target Bonus (% of Salary)	Actual Annual Bonus Paid ($)
FY2023	425,001	60%	224,858

Notes:

FY2024 and FY2025 proxies did not list Herzog among NEOs; no additional cash comp details disclosed for those years .

Performance Compensation

Executive Bonus Plan (Design relevant during tenure)

Metric	Weighting	Target	Actual	Payout Mechanics	Vesting/Timing
Cloud Revenue	50% (FY2023 design)	Not disclosed	Not disclosed	Linear from 0% at threshold to 150% at max (company plan disclosure for later years shows structure; FY2023 specifics not quantified)	Semi-annual in FY2023; moved to annual in FY2024 .
Total Revenue	30% (FY2023 design)	Not disclosed	Not disclosed	As above	As above .
Non-GAAP Operating Margin (%)	20% (FY2023 design); increased to 35% in FY2024	Not disclosed	Not disclosed	As above	As above .

Her FY2023 bonus paid under the plan was $224,858 .

Equity Awards (Herzog-specific grants and schedules)

Grant Type	Grant Date	Shares/Options (#)	Fair Value ($)	Strike ($)	Vesting Schedule
New-hire RSU	6/8/2022	60,483	3,750,000 (award value)	—	16 quarterly installments beginning 9/8/2022, 4-year schedule .
Annual RSU	12/8/2022	32,311	1,750,000 (award value)	—	16 quarterly installments over ~4 years (company schedules; footnotes show standard quarterly vesting) .
New-hire Option	6/8/2022	37,620	1,747,238 (grant-date fair value)	78.30	48 equal monthly installments beginning 7/8/2022 .

Program changes relevant to performance alignment:

ESTC added PSUs in FY2024 (multi-year vest, revenue-based attainment); weighting increased from 25% (FY2024) to 35% (FY2025) and set to 50% for FY2026 aggregate NEO grants .

Equity Ownership & Alignment

As of Date	Shares Owned	RSUs Vesting ≤60 Days	Options Exercisable ≤60 Days	Total Beneficial Ownership	% of Outstanding
Aug 21, 2023	11,007	5,800	12,540	29,347	<1%

Additional alignment policies:

Pledging/hedging prohibited under insider trading policy .
Share ownership guidelines: senior officers must hold ESTC shares equal to 2x annual base salary within five years; unvested awards and unexercised options excluded from calculation .
Clawbacks: NYSE Rule 10D-1 compliant recoupment policy and Dutch-law clawback in remuneration policy .

Employment Terms

Employment offer letter dated March 23, 2022: initial base salary $425,000; target annual cash incentive 60% of salary; new-hire equity approx $5.0M (75% RSUs; 25% options; 4-year vest) .
Change-in-control and severance agreement (standard form for executive officers):
- Without cause / good reason (no change-in-control): 6 months base salary; 50% of target bonus; up to 12 months COBRA .
- Double-trigger (within 3 months before/12 months after change-in-control): 12 months base salary; 100% of target bonus; up to 12 months COBRA; 100% acceleration of unvested equity (performance awards deemed at greater of actual or 100% target unless otherwise specified) .
- 280G excise tax cutback to maximize after-tax outcome; no tax gross-ups .
At-will employment; eligibility for standard benefit plans .

Performance & Track Record

Company execution during tenure: revenue grew 24% (FY2023), 19% (FY2024), and 17% (FY2025) with non-GAAP operating margin rising from 4% (FY2023) to 11% (FY2024) to 15% (FY2025) .
PvP TSR context: Elastic TSR values 89 (FY2023), 159 (FY2024), 134 (FY2025) vs S&P 500 IT peer group TSR 170, 233, 265, respectively .
Governance: Herzog serves as Corporate Secretary; 2024 advisory say-on-pay support ~84% indicated shareholder alignment; company increased PSU weighting to strengthen pay-for-performance link .

Risk Indicators & Red Flags

No related-party transactions requiring audit committee approval disclosed for FY2025 .
Prohibitions on hedging/pledging reduce misalignment risks; clawbacks strengthen recourse on restatements .
Double-trigger CoC; no excise tax gross-ups; mitigates “golden parachute” concerns relative to shareholder norms .

Compensation Structure Analysis

Shift from dual RSU/option mix at hire (FY2022) to annual RSUs thereafter; ESTC introduced PSUs in FY2024 and increased PSU weighting in FY2025/FY2026, signaling higher performance-contingent equity across leadership .
Cash pay is a small portion of NEO compensation (aggregate fixed ~7.3% in FY2025), aligning incentives to performance and long-term equity value creation .

Equity Award Vesting and Potential Selling Pressure

Options vest monthly through July 2026; RSUs vest quarterly in equal installments over four years beginning in 2022; creates steady release cadence that can lead to periodic Form 4 sales for tax/portfolio reasons while maintaining retention value .
Insider trading policy preclearance and blackout periods apply; pledging prohibited, reducing forced-sale risk .

Investment Implications

Alignment: Strong pay-for-performance architecture with prohibition on hedging/pledging and ownership guidelines; double-trigger CoC and no gross-ups are shareholder-friendly .
Retention: Four-year vesting on new-hire awards plus continuing annual RSUs and company-wide PSU adoption support retention; standard severance economics (6–12 months pay plus equity acceleration on CoC) are competitive but not excessive .
Trading signals: Quarterly RSU and monthly option vesting create predictable supply events; monitor Form 4s around vest dates for potential selling pressure. Company revenue/margin momentum improved during her tenure, but TSR underperformed IT peers in FY2025, suggesting macro/multiple sensitivity despite operational gains .
Governance: As Corporate Secretary/CLO, Herzog supports stable governance processes; no related-party concerns disclosed, and say-on-pay approval at ~84% indicates constructive shareholder engagement .