Paul Auvil

About Paul Auvil

Paul Auvil, age 61, has served as a non-executive director of Elastic since October 2023 and currently chairs the Audit Committee and serves on the Compensation Committee. He was CFO of Proofpoint (2007–2023), CFO of VMware (2002–2006), CFO of Vitria Technology, and held executive roles at VLSI Technology; he holds a Bachelor of Engineering from Dartmouth College and a Master of Management from Northwestern University (Kellogg). The board determined he is independent under NYSE rules and qualifies as an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Proofpoint	Chief Financial Officer	Mar 2007–Feb 2023	Led finance at public enterprise security SaaS company
Benchmark Capital	Entrepreneur-in-Residence	Sep 2006–Mar 2007	VC operating experience
VMware	Chief Financial Officer	2002–Jul 2006	Public tech CFO; scaling operations
Vitria Technology	Chief Financial Officer	Prior to VMware	Enterprise software finance leadership
VLSI Technology	VP, Internet & Secure Products Division; other executive posts	Prior to Vitria	Semiconductor operating leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Cerebras	Director; Audit Committee Chair	Current	Audit oversight at AI chipmaker
1Life Healthcare (One Medical)	Director	Sep 2019–Feb 2023 (acquired by Amazon)	Public company board experience

Board Governance

Committee assignments: Audit Committee Chair; Compensation Committee member; independent director.
Audit Committee oversight scope includes financial reporting, ICFR/disclosure controls, auditor independence, cybersecurity, tax/treasury, related-party reviews, and risk; held eight meetings in FY2025.
Compensation Committee reviews executive pay policies, director pay, and plans; held four meetings in FY2025; uses independent consultants (Compensia, Semler Brossy) with no conflicts.
Attendance: Board held four meetings in FY2025; all directors attended at least 75% of aggregate board and committee meetings; all nine directors attended the Oct 1, 2024 AGM.
Independence: Board determined all seven non-executive directors (including Auvil) are independent under NYSE rules; Auvil qualifies as an SEC “audit committee financial expert.”

Fixed Compensation

Metric	FY2024	FY2025
Cash Fees Earned ($)	35,718	67,489
Total Compensation ($)	235,712	267,466

Director cash fee policy rates (roles relevant to Auvil):

Board member annual retainer: $35,000; Audit Committee Chair: +$25,000; Compensation Committee member: +$8,000; cash paid quarterly in arrears and may be pro-rated.

Performance Compensation

Equity Component	FY2024	FY2025
Annual RSU grant – grant date	Oct 5, 2023	Oct 1, 2024
Grant date fair value ($)	199,994	199,977
Unvested RSUs held as of fiscal year-end	2,627 as of Apr 30, 2024	2,666 as of Apr 30, 2025
Vesting schedule (Annual/Initial Awards)	RSUs settle on earlier of 1-year anniversary or day prior to next AGM, subject to service	RSUs settle on earlier of 1-year anniversary or day prior to next AGM, subject to service
Options outstanding (director)	None	None

Change-in-control treatment: Non-executive director RSUs fully vest at change-in-control if the director remains in office through the event; performance-vesting awards (if any) deemed achieved at 100% at change-in-control under the Stock Plan.

Other Directorships & Interlocks

Company	Relationship to ESTC	Potential Interlock/Conflict Notes
Cerebras	Supplier/partner status not disclosed	No related-party transactions in FY2025 requiring Audit Committee approval; board independence maintained.
1Life Healthcare (One Medical)	Customer/supplier status not disclosed	Tenure ended with Amazon acquisition; no ESTC RPTs disclosed.

Expertise & Qualifications

Deep finance leadership across public technology companies; designated audit committee financial expert; extensive cybersecurity/enterprise software exposure from Proofpoint and VMware.
Education: Bachelor of Engineering (Dartmouth); Master of Management (Northwestern Kellogg).

Equity Ownership

As of Aug 21, 2025	Shares Owned	Awards Vesting Within 60 Days (RSUs)	Options Exercisable Within 60 Days	Total Beneficially Owned	% of Shares Outstanding
Paul Auvil	22,627	2,666	—	25,293	<1% (based on 106,270,940 shares)

Ownership alignment policies:

Non-executive directors must own shares equal to at least 5× the annual cash retainer within five years; compliance monitored annually; unvested awards and unexercised options excluded.
Insider trading policy includes anti-hedging and anti-pledging provisions applicable to directors.

Governance Assessment

Strengths: Independent director; Audit Chair with SEC “financial expert” designation; robust audit remit including cybersecurity; strong meeting cadence (Audit: 8; Comp: 4); use of independent compensation advisors with no conflicts; share ownership and clawback policies; anti-hedging/pledging. These support investor confidence in oversight and alignment.
Pay mix: FY2025 director compensation ~25% cash ($67,489) and ~75% equity ($199,977), consistent with market practice and alignment via equity.
Red flags: Director RSUs are single-trigger for change-in-control (full vesting at transaction), typical for directors but reduces post-transaction equity risk exposure; monitor for dilution or award sizing.
Attendance/engagement: Board-wide attendance thresholds met (≥75%); AGM participation strong.
Related-party/independence: No FY2025 related-party transactions requiring approval; board found Auvil independent under NYSE/DCGC standards.
Shareholder feedback context: 2025 Say-on-Pay passed (For: 67,123,915; Against: 10,992,496), indicating broader support for compensation governance framework.