Navam Welihinda

About Navam Welihinda

Navam Welihinda, age 47, has served as Chief Financial Officer of Elastic since February 28, 2025; he holds a B.A. in Computer Science from Dartmouth College . Prior roles include CFO of Grammarly (Sep 2024–Feb 2025) and CFO of HashiCorp (Feb 2021–Sep 2024) after serving as VP Finance there (2017–2021); earlier he was Head of Finance at Compose within IBM (Oct 2015–Dec 2016) and VP Finance at Compose (May 2013–Oct 2015) . Elastic’s FY25 PSU plan paid at 100% of target based on total revenue of $1.483 billion, providing a clear performance benchmark for equity incentives during his first months in role . Shareholders approved the 2025 say‑on‑pay proposal (67,123,915 for; 10,992,496 against; 100,303 abstain; broker non‑votes 11,382,291), indicating broad support for NEO pay practices .

Past Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive (FY25)

• Plan governance: Compensation Committee administers the Bonus Plan for NEOs; metrics are pre‑established to drive long‑term value .

Equity Awards (Time- and Performance-based)

• FY25 new‑hire grant (CFO): | Award Type | Approval Date | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | |---|---|---|---|---|---| | RSU (new‑hire) | 2/25/2025 | 3/8/2025 | 98,566 | $9,363,770 | Four‑year vest in equal quarterly installments; per employment letter and company policy |

• Company PSU plan (context and payout mechanics): | Plan Year | Performance Metric | Target Attainment | Vesting Terms | |---|---|---|---| | FY25 PSU Plan | Total revenue | 100% of target based on $1.483B revenue | One‑third vests at end of FY performance period; remaining earned shares vest quarterly over eight quarters (double‑trigger acceleration applies on CIC) |

Notes:

• CFO did not receive PSUs in FY25 due to mid‑year hire; future awards expected to include both PSUs and RSUs consistent with peers .

Equity Ownership & Alignment

Additional alignment policies:

• Share ownership guideline for senior officers: 2x base salary within 5 years of becoming subject; compliance measured annually; unvested awards do not count toward compliance .
• Hedging/pledging prohibited under compensation governance practices .

Vesting and potential selling pressure indicators:

• FY25 realized vesting: 0 shares acquired on vesting for the CFO in FY25 (first vest expected post‑hire), indicating minimal near‑term selling from FY25 events .
• Quarterly RSU vesting cadence (four‑year schedule) can create regular liquidity windows going forward .

Employment Terms

• Employment letter (effective Feb 28, 2025): base salary $500,000; target bonus 75% of base; new‑hire RSU award approx. $11 million (settled in ordinary shares upon vesting over four years); standard change‑in‑control and severance agreement; standard indemnification agreement .

• Change in Control and Severance (executive form; double‑trigger):

  • Without CIC: lump sum 6 months base + 50% of annual target bonus; up to 12 months COBRA premium coverage (subject to release of claims, etc.) .
  • CIC (within 3 months before or 12 months after): lump sum 12 months base + 100% of annual target bonus; 100% acceleration of outstanding equity (performance awards at greater of actual to date or 100% target unless award specifies otherwise); up to 12 months COBRA .
  • No excise tax gross‑ups; best‑net cutback applies .

• Potential payments (CFO; assuming termination as of Apr 30, 2025): | Scenario | Base Salary | Bonus | Accelerated Equity | Insurance (COBRA) | Total | |---|---:|---:|---:|---:|---:| | Without Cause / Good Reason in connection with CIC | $500,000 | $375,000 | $8,496,389 | $24,185 | $9,395,574 | | Without Cause / Good Reason (non‑CIC) | $250,000 | $187,500 | — | $24,185 | $461,685 |

• Clawback policies: Dutch and NYSE‑compliant clawbacks allow recovery/adjustment of incentive comp paid on incorrect information; SOX clawback also applies .

• Indemnification: Officers have indemnification agreements and D&O insurance coverage, subject to specified exceptions .

Investment Implications

• Pay‑for‑performance and retention: A large new‑hire RSU (98,566 units; $9.36M grant‑date value; approx. $11M award value framework) with four‑year quarterly vesting creates strong multi‑year retention and alignment but also predictable quarterly vesting supply; CFO received no PSUs in FY25 due to mid‑year hire, with future awards expected to include PSUs, increasing performance linkage .
• Near‑term selling pressure: CFO had zero vested shares in FY25 and held 8,511 units scheduled to vest within 60 days of Aug 21, 2025; while small in absolute terms, ongoing quarterly RSU vests are routine supply events to monitor .
• Severance/CIC economics: Double‑trigger structure with full equity acceleration on qualifying CIC terminations concentrates value in unvested equity ($8.50M mark‑to‑market at FY25 year‑end), implying meaningful deal‑contingent upside for the CFO in a change of control and reducing retention risk through transaction uncertainty; absence of excise tax gross‑ups is shareholder‑friendly .
• Alignment safeguards: Share ownership guideline (2x salary within 5 years) and prohibition on hedging/pledging bolster alignment and reduce governance risk; annual say‑on‑pay approval in 2025 signals investor acceptance of the compensation framework .
• Execution context: Company‑wide PSU payout at 100% of target on $1.483B FY25 revenue indicates incentive plans are tied to measurable outcomes; CFO’s FY25 cash incentive paid below target ($70,741 vs. $375,000 target), reflecting formulaic plan results during a partial‑year tenure .