Chetan Puttagunta

About Chetan Puttagunta

Chetan Puttagunta is Chairperson and Lead Independent Director of Elastic N.V. (ESTC). He has served on the board since January 2017, became Lead Independent Director in June 2018, and Chairperson in January 2022; age 39 as of August 21, 2025, with a B.S. in Electrical Engineering from Stanford University . He is a General Partner at Benchmark Capital Partners (since July 2018) and previously served as a General Partner at New Enterprise Associates from October 2016 to July 2018 .

Past Roles

Organization	Role	Tenure	Committees/Impact
New Enterprise Associates (NEA)	General Partner	Oct 2016 – Jul 2018	Venture investor; technology industry experience
Various private companies	Director	Not specified	Serves on boards of private companies

External Roles

Organization	Role	Tenure	Notes
Benchmark Capital Partners	General Partner	Since Jul 2018	Venture capital leadership
Private company boards	Director	Ongoing	Names not disclosed

Board Governance

Roles and independence: Chairperson; Lead Independent Director; independent under NYSE and DCGC standards .
Committee assignments: Audit Committee member; Nominating and Corporate Governance (NCG) Committee Chair .
Attendance: Board held 4 meetings in FY2025; all directors attended at least 75% of board and committee meetings; all nine directors attended the Oct 1, 2024 AGM .
Term and tenure: Director since 2017; current term expires at the 2027 AGM .
Lead Independent Director responsibilities: Presides over board meetings and executive sessions, chairs general meetings, liaison between executives and independent directors; supported by a Vice-Chairperson .
Committee activity frequency in FY2025: Audit (8 meetings), Compensation (4), NCG (2) .
Leadership structure: Separation of Chairperson and CEO roles; LID may not be a former executive; board asserts DCGC compliance .

Fixed Compensation

Component	FY2025 Amount ($)	Basis/Rate
Board member cash retainer	—	$35,000 per year
Lead Independent Director fee	—	$20,000 per year
Audit Committee member fee	—	$10,000 per year
NCG Committee chair fee	—	$11,000 per year
Total fees earned (FY2025)	76,000	Reported total for Puttagunta

Notes:

Cash retainers are paid quarterly in arrears and pro‑rated .
Puttagunta’s roles (LID, Audit member, NCG Chair) align with the rate structure above .

Performance Compensation

Grant Type	Grant Date	Grant-Date Fair Value ($)	RSUs Outstanding as of 4/30/25	Vesting Terms
Annual RSU award	Oct 1, 2024	199,977	2,666	Settles on earlier of 1-year anniversary or day prior to next AGM, subject to continued service

Equity eligibility: Annual nondiscretionary RSUs of $200,000 grant-date fair value for eligible non-executive directors .
Change-in-control (CIC) terms: Non-executive director awards fully vest upon CIC; any performance-based criteria deemed achieved at 100% target if applicable .
Clawback: Dutch law allows adjustment/clawback of variable remuneration of executive and non-executive directors if paid on incorrect information; NYSE clawback applies to executive officers .

RED FLAG: Single-trigger full vesting of director equity upon change-in-control (no requirement for post-transaction service) reduces alignment with long-term shareholder interests compared to double-trigger market practice .

Other Directorships & Interlocks

Company	Role	Public/Private	Committee Roles/Notes
Various private companies	Director	Private	Names not disclosed
—	—	Public	No other public company directorships disclosed in the proxy

Compensation committee interlocks: None; no executive officer of ESTC served on a board where Puttagunta is on the compensation committee, and no interlocks were disclosed for FY2025 .

Expertise & Qualifications

Background: Venture capital leadership, technology industry knowledge .
Education: B.S., Electrical Engineering, Stanford University .
Board skills matrix: Contributes industry/IT technical expertise, modern cloud technology knowledge, sales/marketing perspective, human capital management, and public company governance experience .

Equity Ownership

Holder	Shares Owned	RSUs Vesting Within 60 Days	Options Exercisable Within 60 Days	Total Beneficially Owned	Ownership %
Chetan Puttagunta	8,064	2,666	0	10,730	<1%

Ownership guidelines: Non-executive directors must hold shares with fair market value ≥ 5x annual cash retainer; compliance expected within 5 years and monitored annually (unvested awards and unexercised options excluded) .
Anti-hedging/anti-pledging: Insider trading policy prohibits hedging and pledging company stock .
Pledging: No pledging by Puttagunta disclosed; company policy prohibits .
Section 16 compliance: Company reported timely filings in FY2025 aside from one late Form 4 by an executive officer; no issues noted for Puttagunta .

Governance Assessment

Strengths:
- Independent Chairperson and LID structure supports oversight; clear LID duties and DCGC compliance .
- Active committee participation; NCG Committee chaired by Puttagunta; Audit member; board and committee meeting cadence supports engagement .
- Attendance: Board-wide ≥75% attendance and AGM participation indicate strong engagement .
- Share ownership policy and anti-hedging/anti-pledging enhance alignment .
- No related person transactions requiring approval in FY2025; robust related party review policy under Audit Committee .
Watch items / potential conflicts:
- As a Benchmark General Partner, monitor any future transactions or relationships involving Benchmark portfolio companies and Elastic; Audit Committee policy covers such related person matters and none required approval in FY2025 .
- Single-trigger CIC vesting for director equity is shareholder-unfriendly relative to double-trigger norms; elevate in engagement on director remuneration design .
Compensation mix signals:
- Consistent cash-plus-RSU mix over FY2024–FY2025; cash fees increased marginally (75,800 → 76,000) with stable equity awards (~$200K), reflecting role-based cash differentials and standardized equity for directors .
- No meeting fees; compensation is retainer-based with role premia, aligning director incentives with ongoing oversight responsibilities .

Director Compensation (YoY)

Metric	FY2024	FY2025
Fees Earned or Paid in Cash ($)	75,800	76,000
Stock Awards ($)	199,994	199,977
Total ($)	275,793	275,977

Committee Assignments and Meetings (FY2025)

Committee	Role	FY2025 Meetings
Audit Committee	Member	8
Nominating & Corporate Governance	Chair	2

Policies and Safeguards

Related person transaction review: Audit Committee must approve transactions >$120,000 involving related persons; criteria include independence and conflict assessment; no such transactions in FY2025 .
Compensation advisors: Compensation Committee retained Compensia and Semler Brossy; independence reviewed; no conflicts found .
Share ownership policy and clawbacks: Ownership requirements apply to non-executive directors; Dutch clawback can apply to non-executive director variable remuneration if paid based on incorrect information .

Overall, Puttagunta’s governance posture—independent board leadership, committee roles, attendance, and adherence to ownership and anti-hedging policies—supports investor confidence; the main governance concern is single-trigger CIC vesting of director equity awards, which merits ongoing shareholder engagement .