10/23/2024 | Press release | Distributed by Public on 10/23/2024 14:11
¨ | Preliminary Proxy Statement | |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
x | Definitive Proxy Statement | |
¨ | Definitive Additional Materials | |
¨ | Soliciting Material under §240.14a-12 |
x | No fee required |
¨ | Fee paid previously with preliminary materials |
¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Open company, no bullshit | Openness is root level for us. Information is open internally by default and sharing is a first principle. And we understand that speaking your mind requires equal parts brains (what to say), thoughtfulness (when to say it), and caring (how it's said). |
Play, as a team | We spend a huge amount of our time at work. So the more that time doesn't feel like "work," the better. We can be serious, without taking ourselves too seriously. We strive to put what's right for the team first - whether in a meeting room or on a football pitch. |
Build with heart and balance | "Measure twice, cut once." Whether you're building a birdhouse or a business, this is good advice. Passion and urgency infuse everything we do, alongside the wisdom to consider options fully and with care. Then we make the cut, and we get to work. |
Be the change you seek | All Atlassians should have the courage and resourcefulness to spark change - to make better our products, our people, our place. Continuous improvement is a shared responsibility. Action is an independent one. |
Don't #@!% the customer | Customers are our lifeblood. Without happy customers, we're doomed. So considering the customer perspective - collectively, not just a handful - comes first. |
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1.To elect the 11 directors nominated by our Board of Directors and named in this Proxy Statement
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2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025
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3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2024
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2024 Proxy Statement
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Notice of 2024 Annual Meeting of Stockholders
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Online at the Annual Meeting | Online Before the Annual Meeting | Phone |
Mail
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Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/TEAM2024 and follow the instructions on the website.
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Visit www.proxyvote.comand follow the instructions on your proxy card or Internet Notice.
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Call 1-800-690-6903and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).
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Return your completed and signed proxy card in the postage-prepaid envelope accompanying the voting instruction forms. |
Note for Street Name Holders: If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in "street name"), please refer to the instructions from the broker or organization holding your shares in an Internet Notice or voting instruction form that was provided to you. If you do not provide voting instructions, we expect that your nominee will only be permitted to vote on Proposal 2.
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2024 Proxy Statement
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To our stockholders, customers, partners, and Atlassians -
As I reflect back on fiscal year 2024, I am filled with immense pride for the transformative year we have had as a business. We exited the fiscal year with over 300,000 customers and generated over $4.3 billion in revenue and $1.4 billion in operating cash flow. These results are not just numbers, but a representation of the trust and reliance that millions of users place in our products each day.
We successfully ended support for our Server offering, migrating more customers to our Cloud and Data Center offerings than we initially projected. This demonstrates our customers' commitment to the Atlassian platform and creates an even greater opportunity for us to deliver differentiated value across the entire product portfolio. We released new products and features like Atlassian Intelligence, Compass, and Virtual Agents for Jira Service Management into general availability, and welcomed Loom to the Atlassian family. We also added six new data residency regions, delivered increased scalability across the product portfolio, and achieved FedRAMP® "In Process" status, driving further momentum with our world-class cloud platform.
We made big strides in the generative AI space. Atlassian Intelligence, our platform-wide AI offering, is delivering game-changing innovation and value to our customers in the cloud with over 30 announced Atlassian Intelligence features across our cloud products. We have also introduced Atlassian Rovo, an entirely new product that takes human-AI collaboration to the next level by integrating contextual information, conversational AI, and agents into workflows. Rovo is an always-on teammate, ready to answer questions, find data, and tackle various tasks, allowing our customers to focus on the highest value work.
Looking ahead, we are fired-up and ready to build on the momentum from last fiscal year. We have a $67 billion serviceable addressable market opportunity across our three markets: software development, service management, and work management, and we are incredibly well positioned to seize the opportunity in each of these three markets. Our teams are laser-focused on our top strategic priorities - continuing our advancements in AI, delivering innovation across our entire product portfolio, and accelerating our evolution into a world-class enterprise company.
These opportunities - coupled with Atlassian's unique business model and ability to deliver differentiated customer value - set us up to drive long-term, durable growth for years to come.
To the entire Atlassian team, thank you for your hard work, perseverance, and commitment to accelerating the power of teamwork. Thank you all for your support on our journey to unleash the potential of every team.
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Michael Cannon-Brookes
Chief Executive Officer & Co-Founder
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2024 Proxy Statement
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6
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Notice of 2024 Annual Meeting of Stockholders
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Letter to Our Stockholders
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5
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About the Annual Meeting
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8
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2024 Proxy Statement Summary and Highlights
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10
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Directors and Corporate Governance
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12
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Nominees for Election
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12
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Biographies
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15
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Director Independence
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Board Leadership Structure
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Board Meetings and Committees
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Compensation Committee Interlocks and Insider Participation
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Director Selection and Board Evaluation
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Stockholder Recommendations and Nominees for Director
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Board's Role in Risk Oversight
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Corporate Governance Guidelines and Code of Business Conduct and Ethics
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Stockholder Engagement
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Stockholder Communications with the Board
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Sustainability and Corporate Culture
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Related Person Transaction Policy
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Transactions with Related Persons
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Director Compensation
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Executive Officers
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Executive Compensation
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Compensation Discussion and Analysis
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Perquisites, Benefits, and Other Compensation and Governance Policies
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Report of the Compensation and Leadership Development Committee
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Executive Compensation Tables
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Potential Payments Upon Termination or Change in Control
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CEO Pay Ratio
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Pay Versus Performance
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Report of the Audit Committee of the Board
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Proposals To Be Voted On
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Proposal 1 - Election of Directors
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Proposal 2 - Ratification of Appointment of Independent Auditor
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Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation
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Stock Ownership Information
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Security Ownership Table
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Equity Compensation Plan Information
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Information About the Meeting, Voting and Procedural Matters
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General
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Stockholders Entitled to Vote; Record Date
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Quorum; Abstentions; Broker Non-Votes
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Voting; Revocability of Proxies
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Expenses of Solicitation
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Procedure for Introducing Business or Director Nominations at Our 2025 Annual Meeting of Stockholders
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Delivery of Proxy Materials
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Appendix A - Non-GAAP Financial Measures and Key Business Metrics
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2024 Proxy Statement
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Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on December 11, 2024. The Proxy Statement and Annual Report for the fiscal year ended June 30, 2024 are available at www.proxyvote.com.
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2024 Proxy Statement
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2024 Proxy Statement
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About the Annual Meeting
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Proposals | Board's Recommendation | Page |
1.To elect Scott Belsky, Shona L. Brown, Michael Cannon-Brookes, Scott Farquhar, Heather M. Fernandez, Sasan Goodarzi, Jay Parikh, Enrique Salem, Steven Sordello, Richard P. Wong and Michelle Zatlyn to serve as directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified
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FOReach nominee
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2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025
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FOR |
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3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2024
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FOR |
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Internet | Phone |
Mail
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Visit www.proxyvote.comand follow the instructions on your proxy card or Internet Notice.
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Call 1-800-690-6903and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).
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Return your completed and signed proxy card in the postage-prepaid envelope accompanying the voting instruction forms. |
2024 Proxy Statement
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Total Revenue
$4.4 billion
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Cloud Revenue
$2.7 billion
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Operating Cash Flow
$1.4 billion
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Free Cash Flow(1)
$1.4 billion
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23% from FY23
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29% from FY23 |
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from $868 million in FY23
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Free Cash Flow Margin of 32%
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45,842 Customers
with >$10,000 in Cloud Annualized Recurring Revenue(2) ("Cloud ARR") |
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18% from FY23
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524 Customers
Spending >$1M Annually with Atlassian |
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48% from FY23
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2024 Proxy Statement
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2024 Proxy Statement Summary and Highlights
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n | Independent |
n | Non-independent |
n | 0-5 years |
n | 6-10 years |
n | >10 years |
n | Gender or Ethnically Diverse |
n | Non Gender or Ethnically Diverse |
n | 41-45 |
n | 46-50 |
n | 51-55 |
n | 56-60 |
Corporate Governance Best Practices | |
Independent Chair of the Board, separate from CEO role
100% independent committees and committee chairs
Board membership criteria established with consideration of potential director nominee's personal and professional integrity, strong ethics, and values, and ability to make mature business judgments, with the objective of having a Board with diverse backgrounds and experience
Diverse Board in terms of race, ethnicity, gender, age, education, skills, cultural background, professional experiences, and tenure
Commitment to consider underrepresented people of color and different genders as potential director nominees
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Annual Board and committee evaluations
Executive sessions of independent directors for all quarterly Board meetings led by the Chair of the Board
Director orientation and continuing education programs
Committee meetings open to all directors
Annual election for all directors
Majority voting standard for election of directors
Removal of directors with or without cause
Minimum stock ownership guidelines for both executive officers and directors
Channels for stockholder feedback
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2024 Proxy Statement
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Committee Membership | |||||||
Director Nominee | Age |
Director Since |
Other Public Company Boards | Independent | Audit |
Compensation and Leadership Development |
Nominating and Corporate Governance |
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Scott Belsky
Chief Strategy Officer, EVP of Design & Emerging Products, Adobe, Inc. |
44 | 2024 | 0 | |||
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Shona L. Brown
Independent Advisor, Former Senior Vice President of Google.org Independent Board Chair |
58 | 2015 | 1 | |||
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Michael Cannon-Brookes
CEO & Co-Founder, Atlassian Corporation |
44 | 2002 | 0 | |||
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Scott Farquhar
Co-Founder & Former Co-CEO, Atlassian Corporation |
44 | 2002 | 0 | |||
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Heather M. Fernandez
Co-Founder and CEO, Solv., Inc. |
48 | 2015 | 0 | |||
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Sasan Goodarzi
CEO, Intuit, Inc. |
56 | 2018 | 1 | |||
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Jay Parikh
Former CEO, Lacework, Inc. |
51 | 2013 | 0 | |||
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Enrique Salem
Managing Director, Bain Capital Ventures |
58 | 2013 | 2 | |||
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Steven Sordello
Former Chief Financial Officer, LinkedIn Corporation |
55 | 2015 | 1 |
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2024 Proxy Statement
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Directors and Corporate Governance
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Committee Membership | |||||||
Director Nominee | Age |
Director Since |
Other Public Company Boards | Independent | Audit |
Compensation and Leadership Development |
Nominating and Corporate Governance |
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Richard P. Wong
General Partner, Accel Partners |
55 | 2010 | 1 | |||
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Michelle Zatlyn
Co-Founder, President and Chief Operating Officer, Cloudflare, Inc. |
45 | 2021 | 1 |
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= Member
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= Chair
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Scott Belsky | Shona L. Brown |
Michael Cannon- Brookes |
Scott Farquhar | Heather M. Fernandez | Sasan Goodarzi | Jay Parikh | Enrique Salem | Steven Sordello | Richard P. Wong | Michelle Zatlyn |
Public Company CEO/ President
Experience as a CEO or President of a public company. |
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Executive at Scale
Experience leading at a company that is operating at scale. |
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Audit / Finance / Accounting
Knowledge of financial markets, financing and accounting and financial reporting processes. |
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Technologist
Expertise in engineering or development of software products or services, computer science, information technology or technology research and development. |
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Sales and Marketing
Experience in sales management, marketing campaign management, marketing/advertising or public relations. |
2024 Proxy Statement
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Directors and Corporate Governance
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Scott Belsky | Shona L. Brown |
Michael Cannon- Brookes |
Scott Farquhar | Heather M. Fernandez | Sasan Goodarzi | Jay Parikh | Enrique Salem | Steven Sordello | Richard P. Wong | Michelle Zatlyn |
Human Capital / Compensation / Employee Development
Experience human capital development at an organization, including attracting and retaining top talent. |
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Enterprise Software Industry
Experience as a leader at companies operating in the enterprise software industry. |
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Risk / Cybersecurity / Privacy
Experience in enterprise risk oversight, including directors with experience in cybersecurity and data privacy management. |
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Strategy / Business Development / M&A / Venture Capital
Experience in creating long-term value through investment, acquisitions and growth strategies. |
Total Number of Directors: | 11 | |||
Part I: Gender Identity | Female | Male | Non-Binary |
Did Not Disclose Gender |
Directors | 3 | 8 | 0 | 0 |
Part II: Demographic Background | ||||
Asian | 1 | 2 | 0 | 0 |
Hispanic or Latinx | 0 | 1 | 0 | 0 |
White | 3 | 5 | 0 | 0 |
Two or More Races or Ethnicities | 1 | 0 | 0 | 0 |
Persons Who Identify as Middle Eastern | 2 | |||
Did Not Disclose Demographic Background | 0 |
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2024 Proxy Statement
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Directors and Corporate Governance
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Scott BelskyChief Strategy Officer, EVP of Design & Emerging Products, Adobe, Inc.
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Independent Director
Age:44
Director Since: 2024
Committees: Compensation and Leadership Development
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Professional Experience
•Chief Strategy Officer and Executive Vice President of Design & Emerging Products at Adobe, Inc. ("Adobe"), a creative design software company (2023 to present)
•Chief Product Officer and Executive Vice President for Creative Cloud at Adobe (2017 to 2023)
•Venture investor at Benchmark, a venture capital firm (2016 to 2017)
•Head of Behance & VP Products, Creative Cloud at Adobe (2012 to 2016)
•CEO and Founder of Behance LLC, a social media platform for creative work, which was acquired by Adobe in 2012 (2006 to 2012)
Education
•Bachelor of Science from Cornell University
•M.B.A. from Harvard Business School
Key Skills and Qualifications
•Deep strategy and product experience, from a broad range of executive roles at Adobe and as co-founder and CEO of Behance until its acquisition by Adobe, combining an understanding of product strategy and operations at varying scales
•Thought leader in the product and design space, with domain expertise in the AI, serving as an investor and advisor for companies including Pinterest, Uber, and Airtable, and authoring two books, entitled The Messy Middle and Making Ideas Happen
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2024 Proxy Statement
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Directors and Corporate Governance
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Shona L. BrownIndependent Advisor
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Board Chair since
2018
Independent Director
Age:58
Director Since: 2015
Committees: Compensation and Leadership Development
Other Public Company Boards:DoorDash, Inc.
Prior Public Company Boards (last 5 years):PepsiCo, Inc.
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Professional Experience
•Senior advisor to Google Inc. (now Alphabet Inc.) ("Google"), an internet search and technology company (2013 to 2015)
•Senior Vice President of Google.org, Google's charitable organization (2011 to 2012)
•Vice President and later Senior Vice President, Business Operations of Google (2003 to 2011)
•Consultant (1995 to 2003) and Partner (2000 to 2003) of McKinsey & Company, a consulting firm
Education
•Bachelor of Computer in Systems Engineering from Carleton University
•Master of Arts in philosophy and economics from Oxford University
•Ph.D. from the Department of Industrial Engineering and Engineering Management at Stanford University
Key Skills and Qualifications
•Extensive experience in organizational structure, people operations, and culture gained from her decade-long tenure as an executive at Google, in a period during which Google grew from 500 to 50,000 employees; thought leadership through co-authoring a book, entitled Competing on the Edge: Strategy as Structured Chaos, which introduced a new strategic model for competing in volatile markets
•Significant public company board experience, as the current Lead Independent Director of DoorDash, Inc. and a former director of PepsiCo, Inc. with additional corporate governance experience as an advisor and board member to a portfolio of technology startups and a number of non-profit organizations
•Expertise in public policy and sustainability from leading Google's technology for social impact efforts
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Michael Cannon-BrookesCEO and Co-Founder, Atlassian Corporation
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Age: 44
Director Since:2002
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Professional Experience
•CEO & Co-Founder of Atlassian (2002 to Present)
•Adjunct Professor of Computer Science & Engineering at University of New South Wales, Australia (2014 to Present)
Education
•Bachelor of Science in information systems from the University of New South Wales, Australia
Key Skills and Qualifications
•Innovative industry leadership as one of our Co-Founders and over two decades as our Chief Executive Officer provide unique and invaluable experience to the Atlassian Board
•Deep knowledge of Atlassian's products, customers, culture, and values gained from developing and executing Atlassian's strategic priorities since its founding
•Decades leading Atlassian and investing in businesses across the technology industry, providing an extensive understanding of the markets in which Atlassian operates
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2024 Proxy Statement
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Directors and Corporate Governance
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Scott FarquharCo-Founder & Former Co-CEO, Atlassian Corporation
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Age: 44
Director Since:2002
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Professional Experience
•Co-CEO & Co-Founder of Atlassian (2002 to August 2024)
•Chair of the Board of Atlassian (2016 to 2018)
•Interim Chief Financial Officer of Atlassian (July 2022 to September 2022)
Education
•Bachelor of Science in business information technology from the University of New South Wales, Australia
Key Skills and Qualifications
•Innovative industry leadership as one of our Co-Founders and over two decades as our Co-Chief Executive Officer (including previous terms of service as our interim Chief Financial Officer and Board Chair) provides unique and invaluable experience to the Atlassian Board
•Deep knowledge of Atlassian's product, customers, culture, and values gained from developing and executing Atlassian's strategic priorities from its founding until August 2024
•Decades leading Atlassian and investing in businesses across the technology industry, providing an extensive understanding of the markets in which Atlassian operates
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Heather M. Fernandez CEO, Solv., Inc.
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Independent Director
Age: 48
Director Since:2015
Committees:
Audit; Nominating and Corporate Governance
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Professional Experience
•CEO and Co-Founder of Solv, Inc., a private company focused on connecting consumers and healthcare providers using technology solutions (2016 to Present)
•Various senior management positions in sales and marketing, including most recently Senior Vice President and General Manager of Business Services, of Trulia, Inc. ("Trulia"), an online residential real estate website, which was acquired by Zillow, Inc. ("Zillow") in 2015 (2006 to 2015)
Education
•Bachelor of Arts in political science from University of California, Berkeley
•M.B.A. from Stanford University Graduate School of Business
Key Skills and Qualifications
•Executive leadership and management experience, including as CEO, at consumer-facing software companies
•Deep expertise in sales and marketing gained from service as an executive leading advertising, product, market, and sales strategy at Trulia until its acquisition by Zillow in 2015
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2024 Proxy Statement
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Directors and Corporate Governance
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Sasan Goodarzi CEO, Intuit, Inc.
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Independent Director
Age: 56
Director Since:2018
Committees: Compensation and Leadership Development
Other Public Company Boards: Intuit, Inc.
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Professional Experience
•CEO of Intuit, Inc. ("Intuit"), a financial software company (2019 to Present)
•Executive Vice President and General Manager of Intuit's Small Business Group (2016 to 2019)
•Senior Vice President and General Manager of Intuit's ProTax division and Intuit Financial Services (2004 to 2010)
•Global President of the Projects Group of Invensys, a global provider of industrial automation, transportation and controls technology (2002 to 2004)
•Various senior leadership roles of the automation control division of Honeywell (1993 to 2002)
Education
•Bachelor of Science in electrical engineering from University of Central Florida
•M.B.A. from Kellogg School of Management at Northwestern University
Key Skills and Qualifications
•Almost 20 years of experience driving product leadership and growth at Intuit, a $150+ billion multinational software company, including serving as CEO during Intuit's evolution from a tax and accounting platform to an "AI-driven expert platform"
•Deep expertise in the customer, product, technology, go-to-market, and public policy/government relations domains from decades of experience as a leader in the software industry
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Jay ParikhFormer CEO, Lacework, Inc.
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Independent Director
Age: 51
Director Since:2013
Committees: Compensation and Leadership Development
Prior Public Company Boards (last 5 years): Social Capital Hedosophia Holdings Corp. V
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Professional Experience
•CEO of Lacework, Inc. ("Lacework"), a cloud security company (2021 to 2024)
•Vice President of Global Engineering and Infrastructure of Facebook, Inc. (now Meta Platforms, Inc.) ("Facebook") (2009 to 2021)
•Senior Vice President, Engineering & Operations of Ning, Inc., a social networking company (2007 to 2009)
•Vice President of Engineering of Akamai Technologies, Inc., a cloud services provider (1999 to 2007)
Education
•Bachelor of Science in mechanical engineering from Virginia Tech
Key Skills and Qualifications
•Extensive experience building and scaling multiple technology organizations; led the global teams that designed, developed, built, and operated Facebook's infrastructure and platforms as its community grew between 2009 and 2021
•Strong management and cybersecurity expertise, including serving as CEO of Lacework, a high-growth cloud security startup, recently acquired by Fortinet, Inc.
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2024 Proxy Statement
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Directors and Corporate Governance
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Enrique Salem Managing Director, Bain Capital Ventures
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Independent Director
Age: 58
Director Since:2013
Committees:
Audit; Nominating and Corporate Governance
Other Public Company Boards: DocuSign, Inc. Rubrik, Inc.
Prior Public Company Boards (last 5 years):
Mandiant, Inc.; ForeScout Technologies, Inc.
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Professional Experience
•Managing Director of Bain Capital Ventures (2014 to Present)
•Various senior management positions, including most recently President and CEO, of Symantec Corporation ("Symantec"), a cybersecurity company (2004 to 2012)
•President and CEO of Brightmail, Inc., an email filtering company, which was acquired by Symantec Corporation in 2004 (2002 to 2004)
•Director of several public and private companies
Education
•Bachelor of Arts in computer science from Dartmouth College
Key Skills and Qualifications
•Significant cybersecurity expertise from his tenure as the President and CEO of Symantec and as an investor in a number of early-stage infrastructure software companies
•Deep knowledge of and informed perspectives on corporate governance, risk management, and finance practices from experiences as CEO of a public company operating at scale and director and investor of multiple public and private software companies
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2024 Proxy Statement
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Directors and Corporate Governance
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Steven Sordello Former SVP and Chief Financial Officer, LinkedIn Corporation
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Independent Director
Age: 55
Director Since:2015
Committees:
Audit
Other Public Company Boards: Compass, Inc.
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Professional Experience
•Senior Vice President and Chief Financial Officer of LinkedIn Corporation ("LinkedIn"), an online business-oriented social networking service, which was acquired by Microsoft Corporation ("Microsoft") in 2016 (2007 to 2022)
•Chief Financial Officer of TiVo, Inc., a manufacturer of digital video recorders (2006 to 2007)
•Various senior management positions, including most recently Chief Financial Officer, of Ask Jeeves, Inc., an internet search engine company, which was acquired by IAC in 2005 (1999 to 2005)
•Various finance roles at Adobe Systems Incorporated, a software company (1994 to 1999)
•Various finance roles at Syntex Corporation, a pharmaceuticals company (1992 to 1994)
Education
•Bachelor of Science in business from Santa Clara University
•M.B.A. from Santa Clara University
Key Skills and Qualifications
•Extensive background in strategy, operational and financial management, mergers and acquisitions and corporate leadership from decades of experience as a financial executive at consumer-facing and enterprise software companies operating at scale
•As Senior Vice President and Chief Financial Officer at LinkedIn, oversaw major transactions including the company's IPO and its $26.2 billion acquisition by Microsoft
•Additional public company and audit committee expertise from tenures as independent director and audit committee member of Compass, Inc. and of Cloudera, Inc. until its merger with Hortonworks, Inc.
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Richard P. Wong General Partner, Accel Partners
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Independent Director
Age: 55
Director Since:2010
Committees:
Nominating and Corporate Governance
Other Public Company Boards: UiPath, Inc.
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Professional Experience
•General Partner of Accel Partners, a venture capital firm (2006 to Present)
•Various senior management positions, including Senior Vice President of Products and Chief Marketing Officer, of Openwave Systems Inc., a mobile software company
•Director of several private companies
Education
•Bachelor of Science in materials science and engineering from the Massachusetts Institute of Technology ("MIT")
•Master of Management from MIT Sloan School of Management
Key Skills and Qualifications
•Almost two decades of experience scaling and guiding high-growth technology companies as an investor, including guiding a number of private companies through successful M&A and IPO exits
•Industry experience as a product and marketing leader at software companies
•Broad corporate governance expertise from serving on the boards of directors of a variety of public and private software companies
•During his tenure on the Atlassian Board, has guided the Company through its IPO and from $149 million in annual revenue in 2013 to $4.4 billion in 2024
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2024 Proxy Statement
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Directors and Corporate Governance
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Michelle ZatlynPresident and COO, Cloudflare, Inc.
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Independent
Director
Age: 45
Director Since:2021
Committees:
Audit
Other Public
Company Boards: Cloudflare, Inc. |
Professional Experience
•Co-Founder, Chief Operating Officer (2016 to Present), and President (2020 to Present) of Cloudflare, Inc. ("Cloudflare"), a connectivity cloud company
•Head of User Experience of Cloudflare (2009 to 2016)
Education
•Bachelor of Science in chemistry and business from McGill University
•M.B.A. from Harvard Business School
Key Skills and Qualifications
•Strong executive, strategic, and operational experience, as well as expertise as a product development leader, from growing Cloudflare from a start-up to a global, publicly-listed company
•A woman leader in the technology industry, recognized by Fortune's 40 Under 40 list, Marie Claire's 7th Annual New Guard, and womentech networks' 100 Top Women in Tech Leaders to Watch in 2024
•Deep knowledge of our customers and products from firsthand experience using Atlassian products while scaling Cloudflare
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2024 Proxy Statement
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22
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Directors and Corporate Governance
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2024 Proxy Statement
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Directors and Corporate Governance
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23
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Audit Committee | |
Members
Steven Sordello
(Chair)
Heather M. Fernandez
Enrique Salem
Michelle Zatlyn
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All Committee members are independent and meet the requirements of financial literacy under Nasdaq listing standards.
Mr. Sordello has been determined to qualify as an audit committee financial expert.
Number of meetings in fiscal year 2024: 8
Committee Report: page 59
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The Audit Committee oversees our accounting and financial reporting process, the auditing of our financial statements and our management's assessment and mitigation of enterprise risks. Among other matters, the Audit Committee's responsibilities include:
•Selecting and hiring our independent registered public accounting firm.
•Evaluating the performance and independence of our independent registered public accounting firm and the performance of Atlassian's internal audit function.
•Approving the audit and pre-approving any non-audit services to be performed by our independent registered public accounting firm.
•Reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices.
•Reviewing the adequacy and effectiveness of our internal control policies and procedures and our disclosure controls and procedures.
•Overseeing and reviewing our guidelines and policies that govern the process by which our exposure to risk is assessed and managed by management.
•Overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters.
•Reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit and the financial statements included in our publicly filed reports.
•Reviewing and approving any proposed related party transactions.
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2024 Proxy Statement
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Directors and Corporate Governance
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Compensation and Leadership Development Committee | |
Members
Sasan Goodarzi
(Chair)
Scott Belsky (1)
Shona L. Brown
Jay Parikh
|
All Committee members are independent.
Number of meetings in fiscal year 2024: 4
Committee Report: page 50
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(1) Mr. Belsky was appointed to the CLDC concurrently with his appointment to the Board on August 1, 2024.
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The CLDC reviews and approves our compensation structure, policies and programs, including the compensation and benefits of our executive officers. Among other matters, the CLDC's responsibilities include:
•Establishing, overseeing, and administering employee compensation, including incentive-based compensation plans, such as employee bonus plans, and equity-based plans, and benefits policies and programs and overseeing related risks.
•Reviewing and approving compensation programs and awards for our executive officers and non-employee directors.
•Establishing performance goals for our executive officers and evaluating the performance of our executive officers in light of those goals and objectives.
•Reviewing executive officer succession plans, leadership development, attraction and retention and related risks.
•Reviewing and approving the peer group of companies used to inform our evaluation of compensation for our executive officers, other employees and directors.
•Sole authority to retain and oversee the engagement of compensation consultants, legal counsel, or other advisors to advise the CLDC at the expense of Atlassian.
•Reviewing with management our annual Compensation Discussion and Analysis.
•Preparing and approving the annual CLDC Report.
The CLDC may delegate its authority to one or more subcommittees or to one member of the CLDC, in accordance with applicable law. The CLDC delegates its authority to members of management to determine certain types of awards under our equity-based compensation plans for employees who are not executive officers. The CLDC has delegated authority to management to determine cash awards under our cash incentive plans for non-executive officers.
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2024 Proxy Statement
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Directors and Corporate Governance
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Nominating and Corporate Governance Committee | |
Members
Richard P. Wong
(Chair)
Heather M. Fernandez
Enrique Salem
|
All Committee members are independent.
Number of meetings in fiscal year 2024: 2
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The Nominating Committee identifies individuals qualified to become members of the Board, recommends to the Board the director nominees for election at each annual meeting of stockholders, develops and maintains our Corporate Governance Guidelines and oversees the evaluation of the Board and its committees. Among other matters, the Nominating Committee's responsibilities include:
•Recommending to the Board criteria for Board and committee membership, including requisite expertise and characteristics that will help create a Board with sufficiently diverse and independent backgrounds.
•Establishing a process for evaluating nominees for the Board, including nominees recommended by stockholders.
•Recommending to the Board the director nominees for election at each annual meeting of stockholders, based on a review of the minimum qualifications, independence and diversity requirements and other criteria approved by the Board.
•Reviewing all stockholder nominations and proposals submitted to Atlassian and recommending to the Board appropriate action on each such nomination or proposal.
•Developing and regularly assessing a set of Corporate Governance Guidelines applicable to Atlassian that satisfy the applicable requirements under Nasdaq rules.
•Overseeing the Board's performance and annual self-evaluation process.
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2024 Proxy Statement
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Directors and Corporate Governance
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2024 Proxy Statement
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Directors and Corporate Governance
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2024 Proxy Statement
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Directors and Corporate Governance
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By email:
|
By mail or expedited delivery service:
Atlassian Corporation
350 Bush Street, 13thFloor
San Francisco, California 94104 USA
Attention: Corporate Secretary
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2024 Proxy Statement
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Directors and Corporate Governance
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Full Board | ||
•Reviews and discusses priority risks with management, including through the annual strategic planning process and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment and go-to-market updates, legal and regulatory developments, cybersecurity matters, international business activities, and presentations on specific risks.
•Considers regular reports from each committee regarding risk matters under its areas of oversight.
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Audit Committee
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Compensation and Leadership Development Committee
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Nominating and Corporate Governance Committee
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•Reviews and discusses Atlassian's overall assessment and management of enterprise risks, including financial, operational, data privacy, cybersecurity, competition, legal, regulatory, tax and accounting risk exposures and the steps that Atlassian's management has taken to monitor and control such exposures.
•Discusses the guidelines and policies that govern the process by which Atlassian's exposure to risk is assessed and managed by management, including a review of Atlassian's enterprise risk management framework.
•Oversees risks associated with our financial statements and other financial-related risks, including insurance exposure and corporate infrastructure risks.
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•Reviews risks associated with our compensation programs, policies and practices, both for executives in particular and for employees generally.
•Oversees diversity, equity, and inclusion initiatives in support of organizational development.
•Oversees organizational development activities and human capital management, including: management depth and strength assessment; leadership development and succession planning; company-wide organization and talent assessment; employee recruitment, engagement and retention; workplace environment and culture; employee health and safety; and pay equity.
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•Reviews risks associated with corporate governance.
•Oversees overall board effectiveness, including identifying and recruiting diverse members with appropriate skills, experience and characteristics.
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2024 Proxy Statement
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Directors and Corporate Governance
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By email:
|
By mail or expedited delivery service:
Atlassian Corporation
350 Bush Street, 13thFloor
San Francisco, California 94104 USA
Attention: Corporate Secretary
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2024 Proxy Statement
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Directors and Corporate Governance
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2024 Proxy Statement
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Directors and Corporate Governance
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Open company, no bullshit |
Play, as
a team
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Build with heart and balance | Be the change you seek | Don't #@!% the customer |
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2024 Proxy Statement
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Directors and Corporate Governance
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2024 Proxy Statement
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Directors and Corporate Governance
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Cash Amount
($)
|
|
Annual Cash Retainer for Board Membership | 55,000 |
Additional Annual Cash Retainer for Independent Board Chair | 50,000 |
Additional Annual Cash Retainer for Committee Chairs | |
Annual service as chair of the Audit Committee | 20,000 |
Annual service as chair of the CLDC | 15,000 |
Annual service as chair of the Nominating Committee | 10,000 |
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2024 Proxy Statement
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Directors and Corporate Governance
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Name |
Fee Earned or Paid in Cash ($) |
Stock Award
($)(1)(2)
|
Total ($) |
Scott Belsky(3)
|
- | - | - |
Shona L. Brown(4)
|
105,000 | 265,152 | 370,152 |
Heather Fernandez | 55,000 | 265,152 | 320,152 |
Sasan Goodarzi(5)
|
70,000 | 265,152 | 335,152 |
Jay Parikh | 55,000 | 265,152 | 320,152 |
Enrique Salem | 55,000 | 265,152 | 320,152 |
Steven Sordello(6)
|
75,000 | 265,152 | 340,152 |
Rich Wong(7)
|
65,000 | 265,152 | 330,152 |
Michelle Zatlyn | 55,000 | 265,152 | 320,152 |
2024 Proxy Statement
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Anu BharadwajPresident
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Age: 42
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Professional Experience
Ms. Bharadwaj has served as our President since February 2023. She previously served as our Chief Operating Officer from August 2021 to February 2023. From January 2014 to July 2021, Ms. Bharadwaj served in multiple roles at Atlassian, including Vice President of Product, Head of Product, Atlassian Cloud, Head of Product Strategy, Atlassian, and Head of Product, Jira. Prior to joining Atlassian, Ms. Bharadwaj served in various leadership positions at Microsoft, most recently as Principal Group Program Manager.
Education
•Bachelor of Engineering in computer science from R.V. College of Engineering
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Joe BinzChief Financial Officer
|
|
Age: 57
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Professional Experience
Mr. Binz has served as our Chief Financial Officer since September 2022. Prior to joining Atlassian, Mr. Binz served as Corporate Vice President, Finance of Microsoft from 2014 to August 2022. He served in various other leadership roles at Microsoft from 2002 to 2014. From 1994 to 2001, Mr. Binz served in a variety of finance positions at Intel Corporation.
Education
•Bachelor of Science in finance from the University of Illinois Urbana-Champaign
•M.B.A. from the University of Michigan's Ross School of Business
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Rajeev B. RajanChief Technology Officer
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Age: 54
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Professional Experience
Mr. Rajan has served as our Chief Technology Officer since May 2022. From March 2021 to May 2022, Mr. Rajan served as Vice President, Engineering at Meta Platforms. Additionally, from September 2021 to May 2022, Mr. Rajan served as Head of Engineering for Facebook at Meta Platforms, Inc. and served as Head of Office in the Pacific Northwest Region from March 2021 to May 2022. From July 2017 to March 2021, Mr. Rajan served as an Engineering Director of Meta Platforms, Inc. From September 1994 to July 2017, Mr. Rajan served in various roles at Microsoft Corporation.
Education
•Bachelor of Engineering in computer science from Birla Institute of Technology and Science, Pilani
•Master of Science in computer science from The Ohio State University
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2024 Proxy Statement
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Table of Contents | Page |
Compensation Discussion and Analysis
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37
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Executive Summary
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37
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Compensation Philosophy and Governance Practices
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40
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Authority Over Executive Compensation
|
41
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Components of Compensation
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43
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Perquisites, Benefits, and Other Compensation and Governance Policies
|
47
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Report of the Compensation and Leadership Development Committee |
50
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Executive Compensation Tables
|
51
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Potential Payments Upon Termination or Change in Control
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55
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CEO Pay Ratio
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57
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Pay Versus Performance
|
57
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Named Executive Officer | Position |
Michael Cannon-Brookes |
Co-Founder & Co-Chief Executive Officer
|
Scott Farquhar(1)
|
Co-Founder & Co-Chief Executive Officer
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Joseph Binz
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Chief Financial Officer |
Anu Bharadwaj
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President |
Rajeev Rajan
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Chief Technology Officer |
Cameron Deatsch(2)
|
Former Chief Revenue Officer |
2024 Proxy Statement
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Executive Compensation
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Total Revenue
$4.4 billion
|
Cloud Revenue
$2.7 billion
|
Operating Cash Flow
$1.4 billion
|
Free Cash Flow(1)
$1.4 billion
|
|||
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23% from FY23
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29% from FY23 |
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from $868 million in FY23
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Free Cash Flow Margin of 32%
|
45,842 Customers
with >$10,000 in Cloud Annualized Recurring Revenue(2) ("Cloud ARR") |
|
18% from FY23
|
524 Customers
Spending >$1M Annually with Atlassian |
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48% from FY23
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2024 Proxy Statement
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Executive Compensation
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39
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What We Heard | How We Responded | |
•Limit usage of one-time awards to executives
|
•No one-time awards were provided to executives in fiscal year 2024
|
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•Lack of performance-based criteria on the vesting of equity awards
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•Actively evaluating peer practices and designs to inform potential evolutions to our structure that are a) consistent with our compensation philosophy and principles and b) complementary to our existing ownership guidelines and holding requirements
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2024 Proxy Statement
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Executive Compensation
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2024 Proxy Statement
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Executive Compensation
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What We Do | What We Don't Do | |||
Limit CEO pay given size of existing equity stake
Prioritize equity-based compensation and ownership through the use of RSUs
Link pay to strategic priorities (e.g., cloud revenue) that align with stockholder interests
Set a cap on incentive payouts
Utilize a four-year vesting period to support our long-term orientation
Use of an independent compensation consultant to advise the CLDC
Conduct annual succession planning
Have an independent compensation committee
Perform annual risk assessment reviewed by independent compensation consultants
Maintain post-vesting stock ownership requirements for all senior leaders to create long-term ownership
Maintain a clawback policy that permits the Board to recover incentive compensation, including annual bonus payments, in compliance with applicable law
|
No "single trigger" equity acceleration upon a change in control when equity awards are assumed
No excessive perquisites or personal benefits for executives
No tax gross-ups to our executives
No hedging or pledging of Atlassian stock by executives, without prior approval by the Audit Committee
No special benefit or retirement plans that are exclusive to executive officers
No guaranteed annual bonus payouts
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2024 Proxy Statement
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Executive Compensation
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Fiscal Year 2024 Compensation Peer Companies | |||||
Autodesk, Inc. | Datadog, Inc. | Okta, Inc. | ServiceNow, Inc. | Splunk Inc. | Workday, Inc. |
Block, Inc. | DocuSign, Inc. | Palo Alto Networks, Inc. | Shopify Inc. | Twilio Inc. | Zoom Video Communications, Inc. |
CrowdStrike Holdings, Inc. | Intuit, Inc. | Salesforce, Inc. | Snowflake, Inc. | Veeva Systems Inc. | |
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2024 Proxy Statement
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Executive Compensation
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43
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Element | Description and Primary Purpose |
Base Salary | Attracts and retains talented executives that can drive superior performance, recognizes individual roles and responsibilities, and provides a stable income. |
Annual Incentive Compensation | Rewards for the achievement of critical operational goals, which we believe is essential for us to excel in the markets in which we compete, allows us to scale effectively and leads to sustained value for all stockholders over the long term. |
Long-Term Incentive Compensation | Supports our long-term orientation and ownership culture while creating alignment with our stockholders and supporting retention. |
2024 Proxy Statement
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Executive Compensation
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Executive Officer | Fiscal Year 2023 Base Salary | Fiscal Year 2024 Base Salary | |
Michael Cannon-Brookes(1)
|
$49,442 | $49,052 | |
Scott Farquhar(1)
|
$49,442 | $49,052 | |
Joseph Binz | $550,000 | $550,000 | |
Anu Bharadwaj
|
$600,000 | $600,000 | |
Rajeev Rajan | $550,000 | $550,000 | |
Cameron Deatsch | $525,000 | $525,000 |
Eligible
Earnings(1)
|
× |
Annual Cash Incentive
Target %
(60%)
|
× |
Company
Multiplier %
(0% - 200%)
|
=
|
Annual Cash Incentive
Payout
|
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2024 Proxy Statement
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Executive Compensation
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45
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Element | Threshold | Target | Maximum | Actual | ||||
Cloud and Marketplace Cloud Revenue(1)
|
$2,414 | $2,840 | $3,266 | $2,778 | ||||
Payout | 0 | 100 | % | 200 | % | 95.6 | % | |
Year-over-year Cloud Revenue Growth | 13 | % | 32 | % | 52 | % | 30 | % |
Executive Officer |
Fiscal Year 2024 Target(1)(2)
|
Fiscal Year 2024 Cash Incentive Payment
|
Joseph Binz
|
$330,000 | $315,520 |
Anu Bharadwaj | $360,000 | $344,200 |
Rajeev B. Rajan | $330,000 | $315,520 |
Cameron Deatsch(3)
|
$315,000 | $- |
2024 Proxy Statement
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Executive Compensation
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Named Executive Officer |
Target Value of Fiscal Year 2024 Awards(1)
|
Number of RSUs Granted (Actual)(2)
|
Joseph Binz
|
$7,125,000 | 37,363 |
Anu Bharadwaj | - | - |
Rajeev B. Rajan
|
$10,250,000 | 53,750 |
Cameron Deatsch(3)
|
$8,100,000 | 42,476 |
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2024 Proxy Statement
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Executive Compensation
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2024 Proxy Statement
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48
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Executive Compensation
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2024 Proxy Statement
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Executive Compensation
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49
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2024 Proxy Statement
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50
|
Executive Compensation
|
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2024 Proxy Statement
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Executive Compensation
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51
|
Name and Principal Position | Year |
Salary ($) |
Stock Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
All Other
Compensation
($)(2)
|
Total ($) |
Michael Cannon-Brookes(3)
Co-Founder & Co-CEO
|
2024 | 49,052 | - | - | 5,833 | 54,885 |
2023 | 49,442 | - | - | 5,667 | 55,109 | |
Scott Farquhar(3)(4)
Co-Founder & Co-CEO
|
2024 | 49,940 | - | - | 5,931 | 55,871 |
2023 | 49,442 | - | - | 5,667 | 55,109 | |
Joseph Binz
Chief Financial Officer
|
2024 | 550,000 | 7,358,269 | 315,520 | 16,463 | 8,240,253 |
2023 | 452,083 | 13,995,130 | 122,530 | 13,583 | 14,583,327 | |
Anu Bharadwaj
President
|
2024 | 600,000 | - | 344,200 | 14,843 | 959,043 |
2023 | 543,750 | 27,483,145 | 147,370 | 10,525 | 28,184,790 | |
Rajeev B. Rajan
Chief Technology Officer
|
2024 | 550,000 | 10,585,525 | 315,520 | 15,342 | 11,466,387 |
2023 | 543,750 | - | 147,370 | 12,304 | 703,424 | |
Cameron Deatsch(5)
Former Chief Revenue Officer
|
2024 | 262,500 | 8,365,223 | - | 3,402 | 8,631,125 |
2023 | 525,000 | 10,298,692 | 142,290 | 13,216 | 10,979,199 |
2024 Proxy Statement
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Executive Compensation
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
|
All Other
Stock Awards:
Number of
Shares of Stock
or Units (#)(2)
|
Grant Date Fair
Value of Stock
and Option
Awards ($)(3)
|
||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) |
Michael Cannon-Brookes | ||||
Annual Incentive Program | - | - | - | |
Scott Farquhar | ||||
Annual Incentive Program | - | - | - | |
Joseph Binz | ||||
Annual Incentive Program | - | 330,000 | 660,000 | |
Annual Award
|
9/28/23 | 37,363 | 7,358,269 | |
Anu Bharadwaj | ||||
Annual Incentive Program | - | 360,000 | 720,000 | |
Rajeev B. Rajan | ||||
Annual Incentive Program | - | 330,000 | 660,000 | |
Annual Award | 9/28/23 | 53,750 | 10,585,525 | |
Cameron Deatsch
|
||||
Annual Incentive Program | - | 315,000 | 630,000 | |
Annual Award
|
9/28/23 | 42,476 | 8,365,223 |
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2024 Proxy Statement
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Executive Compensation
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|
Stock Awards | |||
Name |
Grant Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of
Stock That Have Not Vested ($)(1)
|
Michael Cannon-Brookes | - | - | - |
Scott Farquhar | - | - | - |
Joseph Binz |
10/15/22(2)
|
38,464 | 6,803,513 |
9/28/23(3)
|
30,358 | 5,369,723 | |
Anu Bharadwaj |
9/16/20(4)
|
906 | 160,253 |
9/15/21(3)
|
16,433 | 2,906,669 | |
9/15/22(3)
|
15,054 | 2,662,752 | |
9/15/22(5)
|
3,415 | 604,045 | |
12/15/22(3)
|
18,750 | 3,316,500 | |
4/15/23(3)
|
59,620 | 10,545,586 | |
Rajeev B. Rajan |
6/15/22(3)
|
60,342 | 10,673,293 |
9/28/23(3)
|
43,672 | 7,724,704 | |
Cameron Deatsch |
- (6)
|
- | - |
2024 Proxy Statement
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Executive Compensation
|
Stock Awards | ||
Name | Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($)(1)
|
Michael Cannon-Brookes | - | - |
Scott Farquhar | - | - |
Joseph Binz | 24,099 | 4,569,099 |
Anu Bharadwaj | 56,915 | 10,869,087 |
Rajeev B. Rajan | 40,249 | 7,631,713 |
Cameron Deatsch | 24,281 | 4,483,608 |
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2024 Proxy Statement
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Executive Compensation
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2024 Proxy Statement
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Executive Compensation
|
Qualifying Termination During a
Change in Control Period(1) |
Qualifying Termination Outside of a
Change in Control Period(2) |
||||||||
Name |
Cash Severance ($) |
COBRA Payment
($)(3) |
Equity
Acceleration ($)(4) |
Total ($) |
Cash Severance ($) |
COBRA Payment
($) |
Equity Acceleration ($) |
Total ($) |
|
Michael Cannon-Brookes(5)
|
- | - | - | - | - | - | - | - | |
Scott Farquhar(5)
|
- | - | - | - | - | - | - | - | |
Joseph Binz
|
880,000 | 28,308 | 12,173,236 | 13,081,544 | 412,500 | 14,154 | - | 426,654 | |
Anu Bharadwaj
|
960,000 | 9,132 | 20,195,805 | 21,164,937 | 450,000 | 4,566 | - | 454,566 | |
Rajeev B. Rajan
|
880,000 | 28,308 | 18,397,997 | 19,306,305 | 412,500 | 14,154 | - | 426,654 | |
Cameron Deatsch(6)
|
- | - | - | - | - | - | - | - |
|
2024 Proxy Statement
|
Executive Compensation
|
57
|
Summary
Compensation Table Total for PEO
(Cannon-Brookes)(2)
($)
|
Summary
Compensation Table Total for PEO (Farquhar)(2)
($)
|
Compensation Actually Paid for PEO (Cannon-Brookes) ($) |
Compensation Actually Paid for PEO (Farquhar) ($) |
Average Summary Compensation Table Total for non-PEO NEOs(3)
($)
|
Average Compensation Actually Paid to non-PEO NEOs(3)
($)
|
Value of Initial Fixed $100
Investment Based On(1): |
||||
Year |
Total
Stockholder Return
($)
|
Peer Group
Total Stockholder Return
($)
|
GAAP Net Loss (in millions) ($) |
Cloud Revenue(4)
(in millions)
($)
|
||||||
2024
|
$54,885 | $55,871 | $54,885 | $55,871 | $7,324,202 | $3,180,090 | $94.4 | $173.9 | -$300.5 | $2,699 |
2023
|
$55,109 | $55,109 | $55,109 | $55,109 | $13,612,685 | $9,861,062 | $89.5 | $133.7 | -$486.8 | $2,085 |
2024 Proxy Statement
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58
|
Executive Compensation
|
2024
|
2023
|
Joseph Binz
|
Joseph Binz |
Anu Bharadwaj
|
Anu Bharadwaj |
Rajeev B. Rajan
|
Rajeev B. Rajan
|
Cameron Deatsch
|
Cameron Deatsch
|
Fiscal Year 2024 | Fiscal Year 2023 | |||||
Fiscal Year 2024 Compensation Actually Paid | Mr. Cannon-Brookes (PEO) | Mr. Farquhar (PEO) |
Non-PEO NEOs(1)
|
Mr. Cannon-Brookes (PEO) | Mr. Farquhar (PEO) |
Non-PEO NEOs(1)
|
Summary Compensation Table Total | $54,885 | $55,871 | $7,324,202 | $55,109 | $55,109 | $13,612,685 |
Less- Grant date fair value of awards granted during the fiscal year
|
-
|
-
|
$6,577,254 |
-
|
-
|
$12,944,242 |
Plus- Fair value of awards granted during the fiscal year at vest (if vested) or at year-end (if unvested)
|
-
|
-
|
$4,198,254 |
-
|
-
|
$10,268,477 |
Plus- Change in fair value of awards granted prior to the fiscal year (2)
|
-
|
- | -$1,765,112 |
-
|
-
|
-$1,075,858 |
Compensation Actually Paid
|
$54,885 | $55,871 | $3,180,090 | $55,109 | $55,109 | $9,861,062 |
|
2024 Proxy Statement
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59
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2024 Proxy Statement
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|
60
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Proposal 1- Election of Directors
|
61
|
Proposal 2- Ratification of Appointment of Independent Auditor
|
62
|
Proposal 3- Advisory Vote to Approve Named Executive Officer Compensation
|
63
|
|
2024 Proxy Statement
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Proposals To Be Voted On
|
61
|
Proposal 1 - Election of Directors |
|
THE ATLASSIAN BOARD RECOMMENDS A VOTE FORTHE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.
|
2024 Proxy Statement
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62
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Proposals To Be Voted On
|
Proposal 2 - Ratification of Appointment of Independent Auditor
|
2024
|
2023
|
|
(in thousands) | ||
Audit fees(1)
|
$6,056 | $6,155 |
Audit-related fees(2)
|
530 | 180 |
Tax fees(3)
|
352 | 50 |
Other fees(4)
|
10 | 9 |
Total
|
$6,948 | $6,394 |
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THE ATLASSIAN BOARD RECOMMENDS A VOTE FORRATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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2024 Proxy Statement
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Proposals To Be Voted On
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63
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Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation
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THE ATLASSIAN BOARD RECOMMENDS A VOTE FORAPPROVING ON AN ADVISORY BASIS THE COMPENSATION OF OUR NEOs.
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2024 Proxy Statement
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64
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2024 Proxy Statement
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Stock Ownership Information
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65
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Shares Beneficially Owned | |||||||
Class A | Class B |
% of Total
Voting Power(1) |
|||||
Name of Beneficial Owner | Shares | % | Shares | % | |||
5% Stockholders: | |||||||
The Vanguard Group(2)
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15,969,500 | 9.94 | % | - | - | 1.38 | % |
T. Rowe Price Associates, Inc.(3)
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10,247,336 | 6.38 | % | - | - | * | |
WCM Investment Management, LLC(4)
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9,640,536 | 6.00 | % | - | - | * | |
BlackRock, Inc.(5)
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8,959,538 | 5.57 | % | - | - | * | |
Baillie Gifford & Co(6)
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8,807,619 | 5.48 | % | - | - | * | |
NEOs and Directors: | |||||||
Michael Cannon-Brookes(7)
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- | - | 49,997,524 | 50.00 | % | 43.08 | % |
Scott Farquhar(8)
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- | - | 49,997,524 | 50.00 | % | 43.08 | % |
Anu Bharadwaj(9)
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61,538 | * | - | - | * | ||
Joe Binz(10)
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44,279 | * | - | - | * | ||
Rajeev Rajan(11)
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48,483 | * | - | - | * | ||
Cameron Deatsch(12)
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275 | * | - | - | * | ||
Shona L. Brown(13)
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34,575 | * | - | - | * | ||
Scott Belsky | - | - | - | - | - | ||
Heather M. Fernandez(14)
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9,455 | * | - | - | * | ||
Jay Parikh(15)
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23,355 | * | - | - | * | ||
Enrique Salem(16)
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104,162 | * | - | - | * | ||
Steven Sordello(17)
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48,589 | * | - | - | * | ||
Sasan Goodarzi(18)
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14,689 | * | - | - | * | ||
Richard P. Wong(19)
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122,473 | * | - | - | * | ||
Michelle Zatlyn(20)
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2,762 | * | - | - | * | ||
All current executive officers and directors as a group (14 persons)(21)
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514,360 | * | 99,995,048 | 100.00 | % | 86.19 | % |
2024 Proxy Statement
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66
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Stock Ownership Information
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2024 Proxy Statement
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Stock Ownership Information
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67
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Plan Category |
Number of Securities to be
Issued upon Exercise of Outstanding Options, Warrants, and Rights (a) |
Weighted-Average Exercise
Price of Outstanding Options, Warrants, and Rights (b) |
Number of Securities Remaining
Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
Equity Compensation Plans Approved by Security Holders(1)
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12,703,687 |
0.6600(2)
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36,125,646(3)
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Total | 12,703,687 | 0.6600 | 36,125,646 |
2024 Proxy Statement
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68
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2024 Proxy Statement
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Information About the Meeting, Voting and Procedural Matters
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69
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Voting Item | Voting Options |
Board
Recommendation
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Voting Standard |
Effect of
Abstentions
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Effect of Broker
Non-Votes, If Any
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1.Election of Directors
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For, against, or abstain
on each nominee
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FOReach nominee
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Majority of the voting power of Class A and Class B Common Stock cast, for each nominee
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No effect | No effect |
2.Ratification of Appointment of Ernst & Young LLP
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For, against, or abstain |
FOR
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Majority of the voting power of Class A and Class B Common Stock cast
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No effect | No effect |
3.Advisory Vote to Approve Named Executive Officer Compensation
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For, against, or abstain |
FOR
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Majority of the voting power of Class A and Class B Common Stock cast
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No effect | No effect |
2024 Proxy Statement
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70
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Information About the Meeting, Voting and Procedural Matters
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2024 Proxy Statement
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Information About the Meeting, Voting and Procedural Matters
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71
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2024 Proxy Statement
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72
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GAAP net cash provided by operating activities | $1,448,159 |
Less: Capital expenditures
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(32,577) |
Free cash flow | $1,415,582 |
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2024 Proxy Statement
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