Caryn Marooney

About Caryn Marooney

Caryn Marooney, age 58, has served as a non-executive director of Elastic (ESTC) since April 2019; her current term expires at the 2026 annual general meeting. She is a General Partner at Coatue Management (since November 2019), holds a B.S. in Labor Relations from Cornell University, and brings senior operating experience from Meta (VP, Global Communications) and The OutCast Agency (President & CEO) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Meta (Facebook)	Vice President, Global Communications	Mar 2012 – May 2019	Led global communications for high-scale consumer tech platform
The OutCast Agency	Various roles including President & CEO	Jun 1997 – Mar 2011	Built/ran tech-focused PR firm; operator perspective

External Roles

Organization	Role	Tenure	Notes
Coatue Management	General Partner	Nov 2019 – present	Technology-focused venture capital firm
Zendesk (public)	Director	Jan 2014 – May 2020	SaaS customer service platform; prior public board experience
Various private companies	Director	Ongoing	Boards of private technology companies (not individually named)

Board Governance

Independence: Board determined Ms. Marooney is independent under NYSE rules; all committees are composed solely of independent directors .
Committee assignments: Member, Nominating & Corporate Governance Committee; appointed to join the Compensation Committee following the Sept 30, 2025 Annual Meeting (upon Mr. Abbasi’s departure) .
Attendance and engagement: Board met four times in FY2025; all directors attended at least 75% of board/committee meetings during their service period; all nine directors attended the Oct 1, 2024 AGM .
Term and structure: Classified board; her current term expires in 2026; Lead Independent Director chairs the board and committees operate under posted charters .

Fixed Compensation

Cash Component	FY 2024 Amount ($)	FY 2025 Amount ($)
Board member annual retainer	35,000	35,000
Nominating & Corporate Governance Committee – member	5,000	5,000
Compensation Committee – member	7,675 (structure; she was not a member in FY2024)	8,000 (structure; effective post-AGM 2025 appointment)

Individual Fees Earned	FY 2024 ($)	FY 2025 ($)
Fees Earned or Paid in Cash	39,900	40,000
Total Cash (subset of total comp)	39,900	40,000

Compensation structure notes:

FY2025 increased certain retainers versus FY2024 (Audit Chair to $25,000 from $20,000; Compensation Chair to $15,525 from $15,000; Compensation Committee member to $8,000 from $7,675), signaling modest governance fee updates; her FY2025 role remained N&G member until post-AGM compensation committee appointment .

Performance Compensation

Equity Component	FY 2024	FY 2025
Annual RSU grant – grant date	Oct 5, 2023	Oct 1, 2024
Annual RSU grant – grant date fair value ($)	199,994	199,977
RSUs held as of fiscal year-end snapshot	2,627 RSUs as of Apr 30, 2024	2,666 RSUs as of Apr 30, 2025

Vesting and change-in-control terms:

Annual director RSUs settle on the earlier of one-year from grant date or the day prior to the next AGM, subject to continued service .
Upon change in control, non-executive director equity awards fully vest; for performance-based awards, performance is deemed achieved at 100% of target (plan-level provision) .
Dutch clawback policy allows adjustment/clawback of variable remuneration (including equity) for executive and non-executive directors if based on incorrect information; ESTC also maintains NYSE/SOX-compliant recovery policies .

Other Directorships & Interlocks

Company	Type	Role	Interlock/Conflict Notes
Zendesk	Public	Director (2014–2020)	No Elastic-related interlocks disclosed .
Coatue Management	Private VC	General Partner (2019–present)	No related-party transactions involving Ms. Marooney disclosed in the sections reviewed; Audit Committee reviews/approves related-person transactions per policy .

Compensation Committee interlocks: ESTC discloses no interlocks or insider participation in FY2025; none of the Compensation Committee members were officers/employees, and no cross-committee/director interlocks with other issuers were reported .

Expertise & Qualifications

Senior operating experience in global communications and brand management at scale (Meta) and agency leadership (OutCast), plus investing oversight as GP at Coatue; education in labor relations (Cornell) .
Board skills alignment: governance, stakeholder engagement, and ESG oversight through Nominating & Corporate Governance Committee responsibilities .

Equity Ownership

Holding Detail (as of Aug 21, 2025)	Amount
Shares owned	11,393
RSUs vesting within 60 days	2,666
Options exercisable within 60 days	—
Total beneficially owned	14,059; less than 1% of outstanding shares
Shares outstanding reference	106,270,940 outstanding as of Aug 21, 2025

Policy alignment and restrictions:

Share ownership guidelines: non-executive directors must hold shares equal to 5× their annual cash retainer; at $35,000 board retainer, guideline equals $175,000 in fair market value (measured annually) .
Anti-hedging and anti-pledging: directors prohibited from hedging or pledging ESTC securities .

Governance Assessment

Board effectiveness: Independent status, consistent meeting attendance, and active Nominating & Corporate Governance Committee participation support engagement. Appointment to Compensation Committee broadens her governance remit across pay and human capital; ESTC uses independent compensation consultants (Semler Brossy, Compensia) with no conflicts found, strengthening committee process quality .
Pay and alignment: Director compensation is standard—modest cash retainers and annual RSU grants with simple vesting; RSU value remained ~$200k FY2024–FY2025 and cash fees ~$40k, indicating stable mix and alignment. Equity vests on time/service and is subject to clawbacks and change-in-control acceleration, typical for directors .
Ownership alignment: Beneficial ownership is small (<1%); ESTC’s ownership guidelines, anti-hedging/pledging, and annual compliance monitoring mitigate misalignment risk. Monitor her progress toward the 5× retainer ownership requirement (company evaluates annually) .
Conflicts and related-party exposure: No related-person transactions involving Ms. Marooney are disclosed in the reviewed proxy sections; Audit Committee policy governs and reviews any such transactions. Given her GP role at Coatue, investors should monitor for any Coatue investments or transactions with Elastic, but none are disclosed here .
RED FLAGS: None disclosed regarding attendance, hedging/pledging, option repricing, tax gross-ups, or related-party transactions for Ms. Marooney in the documents reviewed .