Shelley Leibowitz

About Shelley Leibowitz

Shelley Leibowitz, age 64, has served as a non‑executive director of Elastic N.V. since October 2021. She is President of SL Advisory (since January 2016) and previously served as CIO at the World Bank Group (2009–2012) and held CIO roles at Morgan Stanley and Greenwich Capital Markets. She holds a B.A. in Mathematics from Williams College and currently serves on the board of Morgan Stanley, bringing deep experience in technology services, digital transformation, and information security .

Past Roles

Organization	Role	Tenure	Committees/Impact
World Bank Group	Chief Information Officer	2009–2012	Technology and risk leadership
Morgan Stanley	Chief Information Officer	Not disclosed	Technology governance
Greenwich Capital Markets	Chief Information Officer	Not disclosed	Fixed income tech leadership
SL Advisory	President	Jan 2016–present	Advisory on innovation, IT risk, governance

External Roles

Organization	Role	Tenure	Notes
Morgan Stanley	Director	Current	Financial services board role
Massachusetts Mutual Life Insurance	Director	Oct 2019–Apr 2021	Insurance board role
E*Trade Financial Corporation	Director	Dec 2014–Oct 2020	Brokerage/financial services board role
AllianceBernstein Holding L.P.	Director	Nov 2017–Jun 2019	Asset management board role
Private companies (cybersecurity/risk)	Director	Not disclosed	Private board service

Board Governance

Independence: The board determined Leibowitz is independent under NYSE rules and corporate governance guidelines; Audit and Compensation Committee members meet enhanced independence standards; the DCGC requires majority independent non‑executive directors and committees, which Elastic meets .
Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member. Audit chaired by Paul Auvil; Nominating chaired by Chetan Puttagunta .
Meeting cadence and attendance: FY2025 board met 4 times; all directors attended at least 75% of aggregate board and committee meetings; all nine directors attended the Oct 1, 2024 annual general meeting .
Committee focus areas:
- Audit Committee oversight includes accounting/reporting integrity, internal controls, auditor oversight, ICT application, internal audit, significant cybersecurity matters, related person transaction review, tax and treasury, and risk profile; FY2025 held 8 meetings .
- Nominating & Corporate Governance Committee oversees director recruitment, governance guidelines, board/committee composition and assessments, compliance, and ESG oversight; FY2025 held 2 meetings .
Lead Independent Director: Chetan Puttagunta serves as Chairperson and Lead Independent Director .

Fixed Compensation

Component	FY2024 ($)	FY2025 ($)
Board member retainer	35,000	35,000
Audit Committee member fee	10,000	10,000
Nominating & Corporate Governance Committee member fee	5,000	5,000
Lead Independent Director fee	—	—
Total fees earned (actual)	49,900	50,000

Notes:

Director cash retainers paid quarterly in arrears; committee chair/member fee schedule disclosed annually .

Performance Compensation

Metric	FY2024	FY2025
Annual RSU grant (grant date fair value)	$199,994	$199,977
Grant date	Oct 5, 2023	Oct 1, 2024
RSUs held at fiscal year-end	2,627 (as of Apr 30, 2024)	2,666 (as of Apr 30, 2025)

RSU vesting: Annual and initial awards settle on the earlier of the one‑year anniversary of grant or the day prior to the next annual general meeting, subject to continued service; grant date fair value computed per GAAP .
Change‑in‑control terms: Non‑executive director equity fully vests; performance‑based awards deemed achieved at 100% of target if the director remains in service through the transaction .

No options are granted to non‑executive directors under policy; RSU grants exclude directors beneficially owning >2% of shares or partners of VC firms owning >2% .

Other Directorships & Interlocks

Company	Relationship to ESTC (supplier/customer/competitor)	Interlock risk	Notes
Morgan Stanley	Not disclosed	Potential informational interlock; monitored via related party policy	Current external board service
MassMutual	Not disclosed	Low (prior role)	Prior public board
E*Trade	Not disclosed	Low (prior role)	Prior public board
AllianceBernstein	Not disclosed	Low (prior role)	Prior public board

Compensation Committee interlocks: None reported for FY2025 (no cross‑membership with entities having ESTC executives on their boards) .
Related party transactions: None required Audit Committee approval in FY2025 under policy thresholds and procedures .

Expertise & Qualifications

Degree: B.A. in Mathematics, Williams College .
Core expertise: Technology services, digital transformation, information security, IT portfolio and risk management, governance; board states she is qualified based on executive and directorship experience .
Board skills application: Audit Committee’s explicit cybersecurity oversight aligns to her background; Nominating & Corporate Governance Committee’s ESG oversight is part of remit .

Equity Ownership

Metric (as of Aug 21, 2025)	Value
Shares owned	5,577
RSUs vesting within 60 days	2,666
Stock options exercisable within 60 days	0
Total shares beneficially owned	8,243
Ownership % of outstanding shares	<1% (“*”)

Policy framework:

Share ownership policy: Non‑executive directors must hold shares with fair market value ≥3× annual cash retainer, with a 5‑year compliance window; unvested awards and unexercised options excluded from calculation; compliance measured annually by the Compensation Committee .
Insider policy prohibits hedging and pledging of company stock .

Governance Assessment

Board effectiveness: Strong alignment of committee assignments to expertise (Audit—cybersecurity; Nominating—ESG), with active cadence (Audit 8 meetings; Nominating 2) supporting oversight depth .
Independence and attendance: Confirmed independent; directors met attendance thresholds and attended the 2024 AGM, supporting engagement; presence as non‑executive reduces management conflicts .
Incentives and alignment: Director pay is equity‑heavy via time‑based RSUs ($200k/year) plus modest cash fees ($50k for Leibowitz in FY2025); ownership guidelines and anti‑hedging/anti‑pledging strengthen alignment, though RSU change‑in‑control full vesting is a standard but investor‑sensitive provision .
Conflicts/related parties: No related party transactions requiring approval in FY2025; Compensation Committee interlocks absent; external directorship at Morgan Stanley warrants monitoring, but no disclosed transactions with Elastic .

Board Governance (Detail)

Body	Role	Chair	FY2025 Meetings	Key Oversight
Board of Directors	Director (non‑executive)	Chairperson: Chetan Puttagunta (Lead Independent Director)	4	Strategy, risk, oversight; ≥75% attendance by all directors; all attended 2024 AGM
Audit Committee	Member	Chair: Paul Auvil	8	Financial reporting, controls, auditor, ICT, internal audit, cybersecurity, tax/treasury, related party review, risk
Nominating & Corporate Governance Committee	Member	Chair: Chetan Puttagunta	2	Director nominations, governance guidelines, board assessments, compliance, ESG oversight

Director Compensation (Summary)

Metric	FY2024	FY2025
Fees earned or paid in cash ($)	49,900	50,000
Stock awards ($, grant date fair value)	199,994	199,977
Total ($)	249,894	249,977
RSUs held at fiscal year‑end	2,627 (Apr 30, 2024)	2,666 (Apr 30, 2025)

Cash fee schedule applicable to her roles shown in Fixed Compensation; RSU grants made per non‑executive director policy, vesting as described in Performance Compensation .

Related Party & Risk Indicators

Related party transactions: None requiring approval in FY2025 .
Anti‑hedging/anti‑pledging: Policy in place, reducing misalignment risk .
Clawback: Dutch clawback provisions apply to variable remuneration (executive and non‑executive directors) if paid based on incorrect information .
Change‑in‑control equity acceleration for directors: Full vesting (including performance awards at 100% of target) may be viewed as shareholder‑unfriendly but is disclosed; service‑based condition applies .

No disclosure of legal proceedings, SEC investigations, share pledging, or option repricing related to Leibowitz in FY2025 documents reviewed .

Notes on Compensation Consultants and Peer Governance

Compensation Committee retained Compensia and Semler Brossy in FY2025; independence evaluated and no conflicts found .
Shareholder engagement and governance summaries emphasize ownership policy and anti‑hedging/pledging .

Final Implications for Investor Confidence

Positive signals: Independence, attendance, cybersecurity and governance expertise aligned to committee oversight, equity alignment with ownership and anti‑hedging/pledging policies .
Watch items: Full change‑in‑control equity acceleration, multiple external board commitments (not inherently negative but monitor time/attention); no FY2025 related party transactions disclosed with Morgan Stanley .