Ken Exner

About Ken Exner

Ken Exner is Chief Product Officer at Elastic (ESTC), serving since August 2022. He is 52 years old and holds a Bachelor of Science from the Haas School of Business at the University of California, Berkeley. Prior to Elastic, he led Developer Tools at Amazon (Apr 2013–Aug 2022) and held senior leadership, developer, and product management roles at Amazon Web Services (2006–2013); he previously founded and managed start-ups focused on software tools . During his tenure, Elastic reported total revenue of $1.483 billion in FY2025 and $1.267 billion in FY2024, and company TSR indices of 134 (FY2025) and 159 (FY2024), underpinning pay-for-performance structures tied to revenue growth and profitability .

Past Roles

Organization	Role	Years	Strategic Impact
Amazon	Head of Developer Tools	Apr 2013–Aug 2022	Led the Developer Tools organization; scaled developer products and programs
Amazon Web Services	Senior leadership, developer and product management roles	2006–2013	Product and developer management across AWS services
Various start-ups	Founder and manager	Not disclosed	Built software tools across industries; entrepreneurial background

External Roles

No public company board roles disclosed in the proxy for Exner .

Fixed Compensation

Metric	FY2023	FY2024	FY2025
Base Salary (policy)	$450,000	$480,000	$500,000
Target Bonus (% of Base)	60%	60%	75%
Actual Salary Paid	$304,688	$465,000	$500,000
Actual Annual Bonus Paid	$155,360	$278,151	$416,458

Performance Compensation

Annual Cash Incentive Plan (FY2025)

Metric	Weight	Target	Actual	Attainment %	Payout %	Result Contribution
Cloud Revenue	30%	$669M	$688M	102.8%	107.1%	32.1%
Total Revenue	35%	$1,485M	$1,483M	99.9%	99.8%	34.9%
Non-GAAP Operating Margin %	35%	12.6%	15.2%	120.4%	125.7%	44.0%
Total Payout	100%	—	—	—	111.1%	—

Plan governance: No discretionary adjustments were applied in FY2025; mid-year payouts are capped at 100% and netted against full-year results .

PSU Plan (FY2025)

Metric	Weight	Target	Actual	Payout	Vesting
Total Revenue	100% of PSU metric	$1,485M	$1,483M	100% of target earned	1/3 vests after the FY performance period; remainder vests quarterly over 8 quarters (3-year total), subject to service

PSU payout curve: <80% ($<1,188M) = 0%; 80% ($1,188M) = 50%; 100% ($1,485M) = 100%; >120% ($>1,782M) = 200% .

Equity Grants To Exner

Award	Grant Date	Shares (#)	Grant-Date Fair Value ($)
RSU	6/8/2024	26,127	$2,924,918
PSU (target)	6/8/2024	14,068	$1,574,913
RSU	12/8/2023	29,574	$3,424,965
PSU (target)	6/8/2023	15,707	$1,074,987

Vesting mechanics: FY2025 RSUs vest quarterly over 4 years; FY2025 PSUs vest as described above; all vesting requires continued service .

Equity Ownership & Alignment

Ownership Item	Value
Shares Owned	76,017
Awards Vesting Within 60 Days	16,367
Stock Options Exercisable Within 60 Days	43,540
Total Beneficially Owned	135,924 (<1%)

Ownership policy: Senior officers must own shares equal to 2x base salary within five years of becoming subject to the policy; compliance assessed annually. Unexercised options and unvested awards do not count toward guidelines .

Clawbacks: Company maintains clawbacks under Dutch corporate law (for variable pay based on incorrect information) and NYSE/SOX requirements .

Pledging/Hedging: No specific pledging disclosures for Exner found in the proxy; ownership measurement excludes unvested awards .

Outstanding Equity (as of April 30, 2025)

Award Type	Grant Date	Exercisable Options (#)	Unexercisable Options (#)	Exercise Price ($)	Expiration	Unvested Shares (#)	Market Value at $86.20 ($)
Option (NQ)	9/8/2022	36,479	20,006	84.87	09/07/2032	—	—
RSU	6/8/2024	—	—	—	—	21,229	$1,829,940
PSU	6/8/2024	—	—	—	—	14,068	$1,212,662
RSU	12/8/2023	—	—	—	—	20,333	$1,752,705
PSU	6/8/2023	—	—	—	—	6,349	$547,284
RSU	12/8/2022	—	—	—	—	16,156	$1,392,647
RSU	9/8/2022	—	—	—	—	33,623	$2,898,303

Vesting pressure indicators: Exner had 52,823 shares vest in FY2025 (value realized $5,157,274) and 33,495 in FY2024 ($3,105,899), indicating substantial ongoing quarterly settlement from RSUs/PSUs .

Employment Terms

Employment letter: At-will employment; provides base salary and annual bonus opportunity; company may modify compensation as needed .

Change in control and severance agreements (Double-trigger COC; otherwise standard):

Without cause / Good reason termination outside COC: 6 months base salary, 50% of annual target bonus; up to 12 months COBRA premium payments .
Double-trigger COC termination: 12 months base salary, 100% of annual target bonus, 100% accelerated vesting of outstanding equity (PSUs at greater of actual or 100% target), up to 12 months COBRA premiums; best-net cutback applied for 280G excise tax exposure .

Potential payments (as of fiscal year-end):

Scenario	Base ($)	Bonus ($)	Equity Acceleration ($)	COBRA ($)	Total ($)
FY2025: COC Termination	500,000	375,000	9,660,148	28,377	10,563,524
FY2025: Non-COC Termination	250,000	187,500	—	28,377	465,877
FY2024: COC Termination	480,000	480,000	13,355,088	—	14,315,088
FY2024: Non-COC Termination	240,000	240,000	—	—	480,000

Compensation Structure Analysis

Increased at-risk pay: Target bonus rose from 60% to 75% of salary in FY2025; base salary modestly increased to $500k, reflecting higher variable mix .
Greater performance-based equity: PSU share of annual equity rose from ~24% in FY2024 to 35% in FY2025; management targets 50% PSU mix for FY2026, tightening linkage to revenue outcomes .
FY2025 bonus metrics remained revenue and profitability focused (Cloud revenue, total revenue, NGOM), with total payout at 111.1% driven by margin outperformance; no discretionary adjustments applied .
Significant unvested equity and quarterly vesting cadence indicate ongoing retention hooks; double-trigger COC provides full acceleration, raising change-of-control sensitivity .

Investment Implications

Alignment: Ownership guidelines (2x salary) and increased PSU weighting enhance pay-performance alignment, with FY2025 PSUs earned exactly at 100% based on total revenue delivery of $1.483B .
Retention: Material unvested RSUs/PSUs and scheduled quarterly vesting support retention; standard severance outside COC is moderate (6 months salary + 50% bonus), while COC terms include full equity acceleration (double trigger) which can increase transaction incentives .
Execution signals: Annual bonus tied to Cloud revenue, total revenue, and NGOM with above-target total payout in FY2025 reflects operational execution; PSU reliance on total revenue avoids TSR-only focus and emphasizes growth delivery .
Trading watchpoints: Regular vesting volumes (e.g., 52,823 shares in FY2025) may create periodic supply from sell-to-cover activity; monitor Form 4 filings for timing/size of insider transactions to gauge potential selling pressure .