Mark Dodds

About Mark Dodds

Mark Dodds is Elastic N.V.’s Chief Revenue Officer (CRO), serving since December 2023. He previously spent 23 years at Cisco in multiple leadership roles, most recently as SVP, Global Services & Software Sales (Aug 2020–Dec 2022) and SVP, Global Enterprise Segment (Jul 2018–Aug 2020). He holds a B.S. in Marketing from Clemson University and is age 59 . Under his tenure in FY2025, Elastic delivered 17% total revenue growth to $1.483B, 26% cloud revenue growth to $688M, and improved non-GAAP operating margin to 15% (GAAP operating margin -4%) . In the Pay vs. Performance table, Elastic’s TSR measure for FY2025 is shown at 134 (value of $100 initial investment), alongside FY2025 total revenue of $1,483,296k and GAAP net loss of $108,114k .

Past Roles

Organization	Role	Years	Strategic Impact
Cisco	SVP, Global Services & Software Sales	Aug 2020 – Dec 2022	Led global software/services sales; enterprise-scale go-to-market leadership
Cisco	SVP, Global Enterprise Segment	Jul 2018 – Aug 2020	Ran global enterprise sales segment execution
Cisco	Multiple leadership roles (23 years total)	Prior to 2018	Broad enterprise and software sales leadership experience
Elastic	Chief Revenue Officer	Dec 2023 – Present	Oversees revenue execution across Search AI platform

External Roles

Organization	Role	Years	Notes
—	—	—	No external directorships/roles disclosed for Dodds in proxy

Fixed Compensation

Metric	FY2024	FY2025
Base Salary ($)	200,758	500,000
Target Bonus (% of base)	60%	75%
Actual Bonus Paid ($)	119,308	416,458

Notes:

FY2025 bonus plan metrics/weights: Cloud Revenue 30%; Total Revenue 35%; Non-GAAP Operating Margin % 35% .
FY2025 payout determination for Dodds: overall plan attainment 111.1%, yielding $416,458 .

Performance Compensation

Annual Bonus Structure and FY2025 Outcomes

Metric	Weight	Target	Actual	Attainment %	Payout %
Cloud Revenue ($M)	30%	669	688	102.8%	107.1%
Total Revenue ($M)	35%	1,485	1,483	99.9%	99.8%
Non-GAAP Op Margin %	35%	12.6%	15.2%	120.4%	125.7%
Total	100%	—	—	—	111.1%

Design details:

Mid-year pro-rata payment capped at 100% and netted against final; FY2025 curve for each metric paid 0–150% with linear interpolation .

Long-Term Equity Awards and Vesting

Year	Award Type	Grant Date	Shares/Units	Award Value ($)	Vesting/Performance
FY2025	PSUs	6/8/2024	14,068 target	1,574,913 grant-date FV	One-year performance on Total Revenue; FY2025 attainment at 100% of target; one-third vested at determination (6/8/2025), remainder vests quarterly over 2 years
FY2025	RSUs	6/8/2024	26,127	2,924,918 grant-date FV	16 equal quarterly installments starting 9/8/2024, subject to service
FY2024	RSUs (new hire)	1/8/2024	60,498 outstanding at 4/30/2025	Included in FY2024 stock awards total $9,564,394	16 equal quarterly installments beginning 3/8/2024

PSU plan design and targets:

FY2025 PSU metric: Total Revenue; payout curve: <80% plan = 0%; 80% = 50%; 100% = 100%; >120% = 200% . Based on FY2025 total revenue of $1.483B, 100% of target PSUs were earned .

Mix shift:

For NEOs, PSU weighting increased from 25% (FY2024) to 35% (FY2025), with intent to reach 50% in FY2026 (achieved for FY2026 grants) .

Equity Ownership & Alignment

As of	Shares Owned	Awards Vesting ≤60 Days	Options Exercisable ≤60 Days	Total Beneficial Ownership	% of Outstanding
Aug 21, 2025	18,897	10,837	—	29,734	<1%

Outstanding equity at FY2025 year-end (4/30/2025):

RSUs: 21,229 units (market value $1,829,940 at $86.20) .
PSUs (target shown): 14,068 units (market value $1,212,662 at $86.20); FY2025 performance earned at 100% .

Alignment policies and restrictions:

Ownership guidelines require senior officers to hold shares ≥2x base salary within five years of becoming subject to the policy; compliance assessed annually (unvested awards and unexercised options excluded) .
Anti-hedging and anti-pledging: Employees and directors prohibited from hedging and from pledging/margining company stock ; governance section reiterates anti-pledging and share ownership policy .
Clawbacks: Dutch clawback (variable pay recoverable if based on incorrect information) and NYSE 10D-1-compliant recovery policy for restatements (3-year lookback) .

Insider activity:

No pledging disclosed for Dodds; pledging prohibited by policy . (Form 4 trading details not disclosed in the proxy.)

Employment Terms

Scenario	Cash Severance	Bonus Severance	Equity Acceleration	COBRA (est.)	Notes
Termination without Cause / Resignation for Good Reason (non-CIC)	$250,000 (6 months base)	$187,500 (50% target)	None	$28,377	Standard severance letter; at-will employment
CIC + qualifying termination (double-trigger)	$500,000 (12 months base)	$375,000 (100% target)	100% acceleration of unvested equity (performance-based at greater of actual or 100% target) valued at $8,257,529 (as of 4/30/2025)	$28,377	Double-trigger only; best-net 280G (no excise tax gross-ups)

Additional terms:

Change-in-control and severance agreements cover executives; double-trigger equity acceleration; COBRA premiums up to 12 months; no tax gross-up; best-net cutback under 280G .
Standard indemnification and D&O coverage for officers .

Compensation Structure Analysis

Shift toward performance-based equity: PSU share increased to 35% of FY2025 LTIs (vs. 25% in FY2024) with plan to 50% in FY2026, strengthening pay-for-performance linkage .
Increased at-risk cash: Dodds’ target bonus increased from 60% to 75% of base from FY2024 to FY2025, raising variable cash exposure .
FY2025 plan rigor/outcomes: Non-GAAP operating margin exceeded target (125.7% payout), while total revenue came in fractionally below target (99.8%)—balanced payout at 111.1% overall .
No options repricing/exchanges; anti-hedging/anti-pledging; comprehensive clawbacks in place .

Compensation Peer Group and Governance Inputs

FY2025 compensation peer group included: Cloudflare, Confluent, Dynatrace, MongoDB, Okta, UiPath, Zscaler, among others; selected on sector, revenue, and market cap comparability .
Independent compensation consultants (Compensia through Dec 2024; Semler Brossy effective Jan 2025) engaged; no conflicts identified .
2024 Say-on-Pay support: ~84% approval .

Equity Compensation & Vesting Schedules (Detail)

FY2025 RSUs (6/8/2024): 16 quarterly tranches starting 9/8/2024 .
FY2025 PSUs (6/8/2024): one-third vested at 6/8/2025 after performance certification; remaining two-thirds vest quarterly over eight quarters; FY2025 Total Revenue earned at 100% .
FY2024 new-hire RSUs (1/8/2024): 16 quarterly tranches starting 3/8/2024 .

Performance & Track Record

FY2025 operating improvement: Non-GAAP operating income $225.1M (15.2% margin), vs. GAAP operating loss of $54.9M; adjusted free cash flow $285.5M .
Growth: Total revenue +17% YoY to $1.483B; Elastic Cloud revenue +26% YoY to $688M .
PvP context: Elastic TSR measure at 134 in FY2025; peer group TSR (S&P 500 Information Technology Index) at 265 .

Equity Ownership & Alignment (Compliance/Guidelines)

Ownership requirement: 2x salary for senior officers; five-year compliance window; measured annually; unvested awards don’t count .
Dodds’ beneficial ownership <1% of outstanding as of Aug 21, 2025 .
Prohibitions: Hedging and pledging prohibited; mitigates misalignment and collateral risks .

Risk Indicators & Red Flags

No excise tax gross-ups; double-trigger required for CIC payouts; comprehensive clawbacks—favorable governance profile .
Anti-pledging policy; no pledging disclosed .
Related party transactions: None requiring approval in FY2025 .

Investment Implications

Alignment and incentive quality: Higher PSU mix and tougher operating targets improve pay-for-performance alignment; FY2025 results drove balanced payouts (not excessive), indicating disciplined plan design .
Retention vs. selling pressure: Meaningful unvested RSU/PSU balances with quarterly vesting provide retention hooks but may trigger periodic sell-to-cover activity; anti-hedging/pledging policies reduce adverse signaling risks .
Change-in-control economics: Double-trigger full equity acceleration plus 1x salary/bonus could be material in a sale scenario ($9.16M modeled as of 4/30/2025), which both retains the CRO through uncertainty and could influence posture toward strategic alternatives .
Ownership “skin in the game”: Beneficial ownership is <1% and absolute share count is modest relative to total outstanding; monitor progress toward 2x salary ownership guideline over the five-year window for added alignment .