Atlassian Corp DEF 14A, filed Oct 18, 2023
Atlassian Corp (TEAM)
DEF 14A
2023-10-18
For: 2023-10-18
View Original
Added on
June 12, 2026
About this DEF 14A
Atlassian Corp filed this DEF 14A on October 18, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
____________________
Filed by the Registrant x Filed by a party other than the Registrant o
CHECK THE APPROPRIATE BOX:
¨ | 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 | |||||||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| 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 | ||||||||||
December 6, 2023 (Wednesday) 2:00 PM (Pacific Time) | ||||||||
Our Values
They guide what we do, why we create, and who we hire.
| 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. | |||||||
3 | |||||
Notice of 2023 Annual Meeting of Stockholders
Agenda Item
1.To elect the 10 directors nominated by the Board and named in this Proxy Statement | ||
2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024 | ||
3.To approve, on an advisory basis, the fiscal year 2023 compensation of our named executive officers | ||
4.To conduct an advisory vote on the frequency of holding future advisory votes to approve named executive compensation | ||
We also will consider any other matters that may properly be brought before the Annual Meeting (and any postponements or adjournments of the Annual Meeting). As of the date of this Proxy Statement, we have not received notice of any such matters.
Annual Meeting of Stockholders
Wednesday, December 6, 2023
2:00 p.m. Pacific Time
We will hold the Atlassian Corporation (“Atlassian”) Annual Meeting of Stockholders (the “Annual Meeting”) virtually. To attend, vote or submit questions, stockholders of record should go to www.virtualshareholdermeeting.com/TEAM2023 and log in using the control number on their Notice of Internet Availability (“Internet Notice”) or proxy card. Beneficial owners of shares held by a broker, bank or other nominee should review these proxy materials and their Internet Notice or voting instruction form for how to vote in advance of and participate in the Annual Meeting. We encourage you to join the Annual Meeting 15 minutes before the start time. There will not be a physical location for our Annual Meeting, and you will not be able to attend the Annual Meeting in person.
Starting in 2020, Atlassian adopted a “Team Anywhere” approach to working. We believe this is a concept that not only supports working from the place that makes the most sense for team members, but promotes flexible work in general. In keeping with this philosophy, we believe that our virtual meeting format offers stockholders the flexibility to attend the Annual Meeting without the need for a physical presence and enhances the experience because we can provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. We expect to continue hosting our future annual meetings of stockholders in a virtual format.
The list of stockholders will be available for inspection by stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/TEAM2023.
Stockholders at the close of business on October 9, 2023, and their proxies are entitled to receive notice of, and to vote at, the Annual Meeting and any and all adjournments, continuations or postponements thereof. These proxy materials are first being made available to stockholders on October 18, 2023.
Your vote is important. Please vote as promptly as possible.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on December 6, 2023: Both the Proxy Statement and Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, are available electronically at https://investors.atlassian.com/ and www.proxyvote.com.
By order of the Board of Directors,
Erika Fisher
Chief Administrative Officer & Chief Legal Officer
San Francisco, California
October 18, 2023
2023 Proxy Statement | |||||
4 | Notice of 2023 Annual Meeting of Stockholders | ||||
How to Vote
| Online at the Annual Meeting | Online Before the Annual Meeting | Phone | |||||||||
Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/TEAM2023 and follow the instructions on the website. | Visit www.proxyvote.com and follow the instructions on your proxy card or Internet Notice. | Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials). | Return your completed and signed proxy card in the enclosed postage-prepaid envelope. | ||||||||
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 be permitted to vote only on Proposal 2. | ||
2023 Proxy Statement | |||||
5 | |||||
Letter to Our Stockholders
To our stockholders, customers, partners, and Atlassians – We're proud of all we accomplished in fiscal year 2023. We stayed agile, made tough decisions, and delivered on our top priorities. We exited the fiscal year with over 260,000 customers and generated over $3.5 billion in revenue and $868 million in operating cash flow, all in the face of a challenging economy. Our three biggest bets – cloud, enterprise, and ITSM – are paying off, further strengthening our conviction in our strategy. We delivered innovative new capabilities and integrations across all our products, and migrated millions more users to our world-class cloud platform. In total, more than 250,000 customers now enjoy our incredible cloud user experience. In ITSM, we saw increased demand from enterprise customers thanks to our ability to handle the most sophisticated use cases at unparalleled value. Enterprise customers of all stripes deepened their commitment to Atlassian, citing scale and security along with our robust network of partners and dedicated customer success teams as key reasons for doing so. And we did it all on the back of our trademark GTM efficiency. The emergence of generative AI is yet another exciting prospect for Atlassian. We rolled out a new “virtual teammate” for our customers that we call Atlassian Intelligence (which is already driving cloud migrations) and have more time-saving capabilities in the works. Over the long term, AI will make software far easier to create, ultimately giving rise to more software development teams – as well as the accompanying sales, support, and service teams. These massive opportunities, combined with Atlassian’s unique business model and track record of winning bets set us up for years of growth to come. Our job now is to keep the momentum high whilst delivering exceptional customer value across our three markets. As we enter fiscal year 2024, our teams are in full execution mode driving toward this year’s big goals, and we feel very lucky. Not every entrepreneur makes it to the 10-year mark, even when they do all the right things, and here we are, 21 years into our Atlassian journey. We’re more excited than ever about the opportunities in front of us and are fired up to get after them. To the entire Atlassian team, thank you for your resilience and trust during a year of unprecedented change. The achievements we make as a company would be impossible alone. It’s your dedication that brings it all to life. Thank you all for your support on our journey to unleash the potential of every team. | ||||||||
Michael Cannon-Brookes and Scott Farquhar Co-Founders & Co-Chief Executive Officers | ||||||||
2023 Proxy Statement | |||||
6 | |||||
Table of Contents
2023 Proxy Statement | |||||
Table of Contents | 7 | ||||
Note About Forward-Looking Statements
This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. In some cases, you can identify these statements by forward-looking words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” or “continue,” and similar expressions or variations, but these words are not the exclusive means for identifying such statements. All statements other than statements of historical fact could be deemed forward looking, including statements about our environmental, social and governance efforts, sustainability goals, products, customers, Team Anywhere, and the goals or effects of our executive compensation programs.
We undertake no obligation to update any forward-looking statements made in this Proxy Statement or to reflect events or circumstances after the date of this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as required by law.
The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make. You should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made.
Further information on these and other factors that could affect our financial results is included in filings we make with the Securities and Exchange Commission (the “SEC”) from time to time, including the section titled “Risk Factors” in our most recently filed Forms 10-K and 10-Q. These documents are available on the SEC Filings section of the Investor Relations section of our website at: https://investors.atlassian.com.
Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.
Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to Be Held on December 6, 2023. The Proxy Statement and Annual Report for the fiscal year ended June 30, 2023 are available at www.proxyvote.com. | ||
2023 Proxy Statement | |||||
8 | |||||
About the Annual Meeting
Who is soliciting my vote?
The Board of Directors (the “Board”) of Atlassian Corporation is soliciting your vote for Atlassian’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Unless otherwise indicated, references in this proxy statement (the “Proxy Statement”) to “Atlassian,” “we,” “us,” “our” and the “Company” refer to Atlassian Corporation.
When and where will the Annual Meeting take place?
The Annual Meeting will take place on Wednesday, December 6, 2023 at 2:00 p.m. Pacific Time. The Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/TEAM2023.
Why are you holding a virtual Annual Meeting?
Atlassian has embraced remote work through our Team Anywhere approach. Atlassians have flexibility in where they work – whether in an office, from home, or a combination of the two. Team Anywhere means, in part, that we aim to give all Atlassians the same ability to connect no matter from where they join our team.
In keeping with the Team Anywhere philosophy, we are utilizing a virtual meeting format for our Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We also believe this is an important step both to enhance stockholder access and engagement and to reduce the environmental impact of our Annual Meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.
Where can I access the proxy materials?
Pursuant to the rules of the SEC we have provided access to our proxy materials primarily over the internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) has been mailed (or, if requested, emailed) to our stockholders owning our stock as of the record date, October 9, 2023. Our proxy materials were mailed to those stockholders who have asked to receive paper copies. Instructions on how to access the proxy materials over the internet, receive our proxy materials via email or request a printed copy by mail may be found in the Internet Notice.
By accessing the proxy materials on the internet or choosing to receive your future proxy materials by email, you will reduce the cost of printing and mailing documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive future proxy materials by email, and you are an Atlassian stockholder as of the record date for next year’s annual meeting, you will receive an email next year with instructions containing a link to those materials. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy or voting instruction form. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating such election.
How many votes do I have?
Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes on all matters to be voted on at the Annual Meeting. Holders of shares of our Class A Common Stock and/or Class B Common Stock as of our record date of October 9, 2023 are entitled to vote at the meeting.
2023 Proxy Statement | |||||
About the Annual Meeting | 9 | ||||
What will I be voting on?
Stockholders will be asked to vote on the following matters at the Annual Meeting:
| Proposals | Board’s Recommendation | Page | ||||||
1.To elect 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 2024 annual meeting of stockholders and until their successors are duly elected and qualified | FOR each nominee | |||||||
2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024 | FOR | |||||||
3.To approve, on an advisory basis, the fiscal year 2023 compensation of our named executive officers | FOR | |||||||
4.To conduct an advisory vote on the frequency of holding future advisory votes to approve named executive compensation | 1 YEAR | |||||||
We will also transact any other business that may properly come before the Annual Meeting, although we are not aware of any such business as of the date of this Proxy Statement.
How do I vote in advance of the Annual Meeting?
If you are a stockholder of record, you may cast your vote in advance of the meeting in any of the following ways:
| Internet | Phone | |||||||
Visit www.proxyvote.com and follow the instructions on your proxy card or Internet Notice. | Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials). | Return your completed and signed proxy card in the enclosed postage-prepaid envelope. | ||||||
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.
How do I participate in the Annual Meeting?
You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on October 9, 2023, the record date, or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote, ask questions and to view the list of registered stockholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/TEAM2023, enter the 16-digit control number found on your Internet Notice, proxy card or voting instruction form, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Internet Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Internet Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. The meeting webcast will begin promptly at 2:00 p.m. Pacific Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, information for live technical support can be found at the meeting website at www.virtualshareholdermeeting.com/TEAM2023.
We will endeavor to answer as many stockholder-submitted questions that comply with the meeting rules of conduct as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.
Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting by one of the methods indicated above.
Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting on the meeting website.
2023 Proxy Statement | |||||
10 | |||||
2023 Proxy Statement Summary and Highlights
2023 Business Highlights
Our mission is to unleash the potential of every team. Our agile & DevOps, IT service management, and work management software helps teams of all sizes and in virtually all industries organize, discuss, and complete shared work — delivering superior outcomes for their organizations. Our primary products include Jira Software and Jira Work Management for planning and project management, Confluence for content creation and sharing, Trello for capturing and adding structure to fluid, fast-forming work for teams, Jira Service Management for team service, management and support applications, Jira Align for enterprise agile planning, and Bitbucket for code sharing and management. Together, our products form an integrated system for team collaboration and productivity, becoming deeply entrenched in how people collaborate and how organizations run.
During fiscal year 2023, we completed a redomiciliation of our parent company from the United Kingdom to Delaware (the “Redomiciliation”), becoming a U.S. domestic issuer.
In fiscal year 2023, we achieved strong business and financial results, including:
Total Revenue $3.5 billion | Cloud Revenue $2.1 billion | 250,000+ Cloud Customers | |||||||||||||||||||||||||||
26% from FY22 | 38% from FY22 | ||||||||||||||||||||||||||||
Operating Cash Flow $868 million | Free Cash Flow $842 million | 60,000+ Volunteer Hours Provided by Employees | |||||||||||||||||||||||||||
from $821 million in FY22 | Free Cash Flow Margin of 24% | ||||||||||||||||||||||||||||
See Appendix A to this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
2023 Proxy Statement | |||||
2023 Proxy Statement Summary and Highlights | 11 | ||||
Board and Corporate Governance Highlights
Atlassian is governed by a Board consisting of a highly experienced, qualified and diverse group of directors. All of our director nominees, other than Mike Cannon-Brookes and Scott Farquhar, our Co-Founders & Co-CEOs, are independent within the meaning of the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). The figures below highlight the independence, tenure, diversity and age of our director nominees.
Independence
| n | Independent | ||||
| n | Non-independent | ||||
Tenure(1)
| n | 0-5 years | ||||
| n | 6-10 years | ||||
| n | >10 years | ||||
Diversity(2)
Age
| n | 41-45 | ||||
| n | 46-50 | ||||
| n | 51-55 | ||||
| n | 56-60 | ||||
(1)Director tenure is measured by completed years of service from the initial month of service through the filing of this Proxy Statement.
(2)Three directors chose not to disclose their ethnic or racial background.
Our Board does not believe in a specific limit for the overall length of time a director may serve. Directors who have served on the Board for an extended period can provide valuable insight into the operations and future of Atlassian based on their experience with, and understanding of, Atlassian’s history, policies, and objectives and the industry in which it operates. As an alternative to term limits, our Board will seek to maintain an average tenure of ten years or less for its independent directors.
Our corporate governance structure is designed to promote long-term stockholder value creation through the leadership and oversight provided by our thoughtfully composed Board. Our Board is committed to maintaining alignment with stockholder interests through our strong governance practices and by seeking and incorporating stockholder feedback that informs key areas of focus for our Board and the company each year.
| 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, 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 | 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 | ||||
For more detailed information on Atlassian’s corporate governance and risk oversight framework, see “Directors and Corporate Governance.”
2023 Proxy Statement | |||||
12 | |||||
Directors and Corporate Governance
Nominees for Election
Our Board is composed of highly experienced directors who have led, advised and established leading global organizations. Our Board has taken a thoughtful approach to board composition so that our directors have backgrounds that collectively add significant value to the strategic decisions made by Atlassian and that enable them to provide oversight of management and accountability to our stockholders. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, investors, executives and advisors. In addition, we have worked hard to strike a balance between long-term understanding of our business and fresh external perspectives, as well as to have a diversity of backgrounds and perspectives within the boardroom.
The following table sets forth the names, ages and certain other information for each of our director nominees, as well as the membership of our standing committees that are expected to remain in effect following the Annual Meeting if all of the director nominees are elected.
| Committee Membership | ||||||||||||||||||||||||||
| Director Nominee | Age | Director Since | Other Public Company Boards | Independent | Audit | Compensation and Leadership Development | Nominating and Corporate Governance | |||||||||||||||||||
Shona L. Brown Independent Advisor, Former Senior Vice President of Google.org Independent Board Chair | 57 | 2015 | 1 | |||||||||||||||||||||||
Michael Cannon-Brookes Co-Founder & Co-CEO, Atlassian Corporation | 43 | 2002 | 0 | |||||||||||||||||||||||
Scott Farquhar Co-Founder & Co-CEO, Atlassian Corporation | 43 | 2002 | 0 | |||||||||||||||||||||||
Heather M. Fernandez Co-Founder and CEO, Solv., Inc. | 47 | 2015 | 0 | |||||||||||||||||||||||
Sasan Goodarzi CEO, Intuit, Inc. | 55 | 2018 | 1 | |||||||||||||||||||||||
Jay Parikh CEO, Lacework, Inc. | 50 | 2013 | 0 | |||||||||||||||||||||||
Enrique Salem Managing Director, Bain Capital Ventures | 57 | 2013 | 1 | |||||||||||||||||||||||
Steven Sordello Former Chief Financial Officer, LinkedIn Corporation | 54 | 2015 | 1 | |||||||||||||||||||||||
Richard P. Wong General Partner, Accel Partners | 54 | 2010 | 1 | |||||||||||||||||||||||
Michelle Zatlyn Co-Founder, President and Chief Operating Officer, Cloudflare, Inc. | 44 | 2021 | 1 | |||||||||||||||||||||||
= Member | = Chair | ||||||||||
2023 Proxy Statement | |||||
Directors and Corporate Governance | 13 | ||||
The following matrix highlights the mix of key skills, qualities, attributes, and experiences of the nominees that, among other factors, led the Board and the Nominating and Corporate Governance Committee (the “Nominating Committee”) to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed these skills through education, direct experience, and oversight responsibilities. Additional biographical information is set out starting on page 15.
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. | ||||||||||||||||||||||||||||||||
Executive at Scale Experience leading at a company that is operating at scale. | ||||||||||||||||||||||||||||||||
Audit / Finance / Accounting Knowledge of financial markets, financing and accounting and financial reporting processes. | ||||||||||||||||||||||||||||||||
Technologist Expertise in engineering or development of software products or services, computer science, information technology or technology research and development. | ||||||||||||||||||||||||||||||||
Sales and Marketing Experience in sales management, marketing campaign management, marketing/advertising or public relations. | ||||||||||||||||||||||||||||||||
Human Capital / Compensation / Employee Development Experience human capital development at an organization, including attracting and retaining top talent. | ||||||||||||||||||||||||||||||||
Enterprise Software Industry Experience as a leader at companies operating in the enterprise software industry. | ||||||||||||||||||||||||||||||||
Risk / Cyber-security / Privacy Experience in enterprise risk oversight, including directors with experience in cybersecurity and data privacy management. | ||||||||||||||||||||||||||||||||
Strategy / Business Development / M&A / Venture Capital Experience in creating long-term value through investment, acquisitions and growth strategies. | ||||||||||||||||||||||||||||||||
2023 Proxy Statement | |||||
14 | Directors and Corporate Governance | ||||
Board Diversity Matrix
The demographic information presented below for our directors is based on voluntary self-identification by each director. Additional biographical information is set out starting on page 15.
| As of June 30, 2023 | As of June 30, 2022 | ||||||||||||||||||||||||||||
| Total Number of Directors | 10 | 10 | |||||||||||||||||||||||||||
| Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||||||||||||
| Directors | 3 | 7 | 0 | 0 | 3 | 7 | 0 | 0 | |||||||||||||||||||||
| Part II: Demographic Background | |||||||||||||||||||||||||||||
| Asian | 1 | 0 | 0 | 0 | 1 | 1 | 0 | 0 | |||||||||||||||||||||
| Hispanic or Latinx | 0 | 1 | 0 | 0 | 0 | 1 | 0 | 0 | |||||||||||||||||||||
| White | 3 | 3 | 0 | 0 | 3 | 4 | 0 | 0 | |||||||||||||||||||||
| Two or More Races or Ethnicities | 1 | 0 | 0 | 0 | 1 | 0 | 0 | 0 | |||||||||||||||||||||
| Persons Who Identify as Middle Eastern | 1 | 1 | |||||||||||||||||||||||||||
| Did not Disclose Demographic Background | 3 | 1 | |||||||||||||||||||||||||||
2023 Proxy Statement | |||||
Directors and Corporate Governance | 15 | ||||
Biographies
Set forth below are the names and certain information about our director nominees, all of whom are currently members of the Board. All director nominees were elected by stockholders at the 2021 annual general meeting of Atlassian Corporation Plc and remained as directors in connection with the Redomiciliation. There are no family relationships among any of our directors or executive officers. Our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. Please see Proposal 1 in this Proxy Statement for more information about the election of our directors.
Shona L. Brown Independent Advisor | |||||
Board Chair since 2018 Independent Director Age: 57 Director Since: 2015 Committees: Compensation and Leadership Development Other Public Company Boards: DoorDash, Inc. Prior Public Company Boards (last 5 years): PepsiCo, Inc. | |||||
Professional Experience •Senior advisor to Google Inc. (now Alphabet Inc.), 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 as Senior Vice President, Business Operations of Google Inc. (2003 to 2011) •Consultant (1995 to 2003) and Partner (2000 to 2003) of McKinsey & Company, a consulting firm Education •Bachelor of Computer 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 •Experience leading and managing at a software company operating at scale •Expertise in people operations and public policy and sustainability-related matters | |||||
Michael Cannon-Brookes Co-Founder & Co-CEO, Atlassian Corporation | |||||
Age: 43 Director Since: 2002 | |||||
Professional Experience •Co-Founder & Co-CEO 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 •Extensive knowledge of Atlassian’s business and culture •In-depth knowledge of the technology industry | |||||
2023 Proxy Statement | |||||
16 | Directors and Corporate Governance | ||||
Scott Farquhar Co-Founder & Co-CEO, Atlassian Corporation | |||||
Age: 43 Director Since: 2002 | |||||
Professional Experience •Co-Founder & Co-CEO of Atlassian (2002 to Present) •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 •Extensive knowledge of Atlassian’s business and culture •In-depth knowledge of the technology industry | |||||
Heather M. Fernandez CEO, Solv., Inc. | |||||
Independent Director Age: 47 Director Since: 2015 Committees: Audit; Nominating and Corporate Governance | |||||
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., an online residential real estate website, which was acquired by Zillow, Inc. 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 •Leadership and management experience, including as CEO, at consumer-facing software companies •Expertise in sales and marketing in the software industry | |||||
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Sasan Goodarzi CEO, Intuit, Inc. | |||||
Independent Director Age: 55 Director Since: 2018 Committees: Compensation and Leadership Development Other Public Company Boards: Intuit, Inc. | |||||
Professional Experience •CEO of Intuit, Inc., a financial software company (2019 to Present) •Executive Vice President and General Manager of Intuit 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 •Experience as a CEO at a software company operating at scale •Expertise in sales and marketing in the software industry | |||||
Jay Parikh CEO, Lacework, Inc. | |||||
Independent Director Age: 50 Director Since: 2013 Committees: Compensation and Leadership Development Prior Public Company Boards (last 5 years): Social Capital Hedosophia Holdings Corp. V | |||||
Professional Experience •CEO of Lacework, Inc., a cloud security company (2021 to Present) •Vice President of Global Engineering and Infrastructure of Facebook, Inc. (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 •Experience as an executive at a software company operating at scale •Technical expertise in software technology, particularly in the cybersecurity market | |||||
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Enrique Salem Managing Director, Bain Capital Ventures | |||||
Independent Director Age: 57 Director Since: 2013 Committees: Audit; Nominating and Corporate Governance Other Public Company Boards: DocuSign, Inc. Prior Public Company Boards (last 5 years): Mandiant, Inc. ForeScout Technologies, Inc. | |||||
Professional Experience •Managing Director of Bain Capital Ventures (2014 to Present) •Various senior management positions, including most recently President and CEO, of Symantec Corporation, 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 private companies Education •Bachelor of Arts in computer science from Dartmouth College Key Skills and Qualifications •Experience as a CEO at a software company operating at scale •Expertise as a leader at enterprise software companies, particularly in the cybersecurity market | |||||
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Steven Sordello Former SVP and Chief Financial Officer, LinkedIn Corporation | |||||
Independent Director Age: 54 Director Since: 2015 Committees: Audit Other Public Company Boards: Compass, Inc. Prior Public Company Boards (last 5 years): Cloudera, Inc. | |||||
Professional Experience •Senior Vice President and Chief Financial Officer of LinkedIn Corporation, an online business-oriented social networking service, which was acquired by 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 •Experience as a finance executive at consumer-facing and enterprise software companies operating at scale •Expertise in strategy and operational and financial management, including qualifying as an “audit committee financial expert” under the SEC rules | |||||
Richard P. Wong General Partner, Accel Partners | |||||
Independent Director Age: 54 Director Since: 2010 Committees: Nominating and Corporate Governance Other Public Company Boards: UiPath, Inc. | |||||
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 the MIT Sloan School of Management Key Skills and Qualifications •Experience in capital markets investing and mergers and acquisitions •Expertise in sales and marketing in the software industry | |||||
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Michelle Zatlyn President and COO, Cloudflare, Inc. | |||||
Independent Director Age: 44 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., a cloud services provider •Head of User Experience of Cloudflare, Inc. (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 •Leadership and management experience as a top executive of a publicly-traded software company •Expertise as a product development leader in enterprise software | |||||
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Director Independence
As required by the Nasdaq listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the applicable Nasdaq listing standards. In addition, in making its determination, the Board considers any arms-length transactions made in the ordinary course between Atlassian and certain related entities, for instance the purchase from Atlassian of software products and services by companies of which a director is an executive officer and vice versa.
After review of all relevant transactions and relationships between each director, any of their family members, Atlassian, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. Our current independent directors are: Dr. Brown, Ms. Fernandez, Mr. Goodarzi, Mr. Parikh, Mr. Salem, Mr. Sordello, Mr. Wong and Ms. Zatlyn.
The Nominating Committee also concluded that all members of each of the Audit Committee, Compensation and Leadership Development Committee (the “CLDC”) and the Nominating Committee are independent within the meaning of our Corporate Governance Guidelines and Nasdaq listing standards, including the additional independence requirements applicable to members of the Audit Committee and the CLDC.
Board Leadership Structure
Each year, the Board appoints a Board Chair, reviews its leadership structure and determines whether, at the time, it is in the best interests of Atlassian and our stockholders for the role of Board Chair to be held by someone other than one or both of our Co-CEOs. When the same person serves as both Board Chair and CEO, the independent directors may appoint a Lead Independent Director.
Currently, the roles of Board Chair and CEO are separated. In September 2023, Dr. Brown was re-appointed as Board Chair. At this time, the Board has determined that it is not necessary to appoint a Lead Independent Director given that the Board has determined Dr. Brown to be independent. The Board believes this governance structure, which consists of an independent Board Chair, Co-CEOs (who are also directors), and a majority of independent, engaged directors, is optimal at this time for guiding our company and maintaining the focus required to achieve our business goals. In particular, Atlassian and our Board recognize the importance of the effective oversight that is provided by our independent Board members.
While separation of the Board Chair and Co-CEO roles is not required under our Bylaws or Corporate Governance Guidelines, the Board believes that at this time it is appropriate for us and in the best interests of Atlassian and our stockholders. The Board believes this structure provides an effective balance between strong company leadership and oversight by independent directors with expertise from outside Atlassian, as it enables Messrs. Cannon-Brookes and Farquhar to focus their attention on our business strategy and operations.
Board Meetings and Committees
During our fiscal year ended June 30, 2023, our Board held eight meetings. Each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board on which he or she served during the periods that he or she served.
Although we do not have a formal policy regarding attendance by members of our Board at annual meetings of stockholders, we encourage, but do not require, our directors to attend. We were not required to hold an annual meeting of stockholders in 2022 due to the Redomiciliation.
Our Board has established the Audit Committee, the CLDC, and the Nominating Committee.
Each committee has a written charter that it reviews annually, making recommendations to the Board for any charter revisions that might be needed to reflect evolving best practices. All three committee charters are available on our website at https://investors.atlassian.com/ under “Corporate Governance—Governance Documents.” The members of each committee are independent and appointed by the Board based on recommendations of the Nominating Committee.
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The composition and responsibilities of each of the committees of our Board, as of the date of this Proxy Statement, is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board.
| Audit Committee | |||||
Members Steven Sordello (Chair) Heather M. Fernandez Enrique Salem Michelle Zatlyn | 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 2023: 8 Committee Report: page 58 | ||||
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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| Compensation and Leadership Development Committee | |||||
Members Sasan Goodarzi (Chair) Shona L. Brown Jay Parikh | All Committee members are independent. Number of meetings in fiscal year 2023: 4 Committee Report: page 49 | ||||
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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| 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 2023: 2 | ||||
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 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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Compensation Committee Interlocks and Insider Participation
During fiscal year 2023, Dr. Brown and Messrs. Goodarzi and Parikh served on the CLDC. None of the members of the CLDC has been an officer or employee of Atlassian. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on the Board or the CLDC.
Identification, Criteria, and Evaluation of Director Nominees
The Nominating Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Nominating Committee through directors, management, stockholders or third parties. The Nominating Committee and the Board believe it is in the best interests of Atlassian and its stockholders to obtain highly qualified individuals to serve on the Board.
The Nominating Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Nominating Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination.
The Nominating Committee will evaluate and recommend candidates for membership on the Board consistent with criteria established by the committee. In identifying prospective director candidates, the Nominating Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the prospective director candidate, their independence, their depth and breadth of business experience, the needs of the Board and the diversity of viewpoints, background, experience and other characteristics, such as geographic background, nationality, culture, gender, sexual orientation, ethnicity, race and age, that a candidate would bring (including in light of applicable diversity requirements regarding gender, underrepresented communities or otherwise). While the Nominating Committee does not have a formal policy with respect to diversity; the Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which director nominees are selected.
At a minimum, the Nominating Committee must be satisfied that each Nominating Committee-recommended nominee meets the following minimum qualifications:
•The nominee must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing.
•The nominee must be highly accomplished in their respective field, with superior credentials and recognition.
•The nominee must be well regarded in the community and must have a long-term reputation for the highest ethical and moral standards.
•The nominee must have sufficient time and availability to devote to the affairs of Atlassian, particularly in light of the number of boards on which the nominee may serve.
•To the extent such nominee serves or has previously served on other boards, the nominee must have a demonstrated history of actively contributing at board meetings.
•The nominee must have skills that are complementary to those of the existing Board.
•The nominee must have the ability to assist and support management and make significant contributions to Atlassian’s success.
•The nominee must have an understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.
The Nominating Committee will also seek appropriate input from the Co-CEOs from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members.
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Stockholder Recommendations and Nominees for Director
The Nominating Committee considers properly submitted recommendations for candidates to the Board from stockholders. In evaluating such recommendations, the Nominating Committee evaluates candidates recommended by stockholders using the same criteria it applies to evaluate other candidates and seeks to achieve a balance of experience, diversity, knowledge, integrity, and capability on the Board and to address the membership criteria set forth under “Identification, Criteria and Evaluation of Director Nominees” above.
Stockholder recommendations to the Board should be sent to the attention of Atlassian’s Corporate Secretary by one of the following two ways:
By email: IR@atlassian.com | By mail or expedited delivery service: Atlassian Corporation 350 Bush Street, 13th Floor San Francisco, California 94104 USA Attention: Corporate Secretary | ||||
In addition, our Bylaws permit stockholders to nominate directors for consideration at an annual meeting of stockholders. For a description of the process for nominating directors in accordance with our Bylaws, see “Information About the Meeting, Voting and Procedural Matters — Procedure for Introducing Business or Director Nominations at Our 2024 Annual Meeting of Stockholders.”
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Board’s Role in Risk Oversight
The full Board oversees Atlassian’s risk management program and delegates certain risk oversight responsibilities to Board committees. Management is responsible for balancing risk and opportunity in support of Atlassian’s objectives, and carries out the daily processes, controls and practices of our risk management program — many of which are embedded in our operations. Atlassian’s enterprise risk management program is designed to identify, assess and prioritize Atlassian’s risk exposures across various time frames, from the short-term to the long-term. Risks are evaluated based on their potential magnitude, likelihood and immediacy. The committees of the Board play a key role in the Board’s risk oversight responsibility. All committees receive regular reports from Atlassian officers responsible for monitoring and mitigating particular risk exposures, and the committee chairs provide regular reports to the full Board on relevant areas of oversight, as summarized below.
| 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, international business activities, and presentations on specific risks. •Considers regular reports from each committee regarding risk matters under its areas of oversight. | |||||||||||||||||||||||
Audit Committee | Compensation and Leadership Development Committee | Nominating and Corporate Governance Committee | |||||||||||||||||||||
•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. | •Reviews risks associated with our compensation programs, policies and practices, both for executives in particular and for employees generally. •Oversees DEI 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. | •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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Corporate Governance Guidelines and Code of Business Conduct and Ethics
The Board and Nominating Committee regularly review and evaluate Atlassian’s corporate governance practices. The Board has adopted corporate governance principles that address the composition of, and policies applicable to, the Board, as well as a Code of Business Conduct and Ethics applicable to all directors, officers and employees of Atlassian, including our Co-CEOs and Chief Financial Officer.
The Corporate Governance Guidelines and the Code of Business Conduct and Ethics are available on Atlassian’s website at https://investors.atlassian.com/ under “Corporate Governance—Governance Documents” or in print by contacting Investor Relations at IR@atlassian.com or 350 Bush Street, 13th Floor, San Francisco, California 94104, Attention: Investor Relations. Any substantive amendments to or waivers of the Code of Business Conduct and Ethics relating to our executive officers or directors will be disclosed promptly on our website, as required under applicable Nasdaq and SEC rules.
Stockholder Engagement
We proactively engage with our stockholders throughout the year on a wide range of topics that are of interest and priority to both Atlassian and our stockholders. These topics include business strategy, company performance, compensation programs, risk, culture, and environmental, social and governance issues. Our engagement process enables us to better understand our stockholders' priorities, thoughtfully consider a diversity of perspectives, provides us an opportunity to elaborate on our initiatives, and fosters open and constructive dialogue.
Our Investor Relations team regularly meets with investors, prospective investors, and investment analysts and is responsible for leading our stockholder outreach. Meetings can include participation by our senior management team, as well as members of the Board, as appropriate. Our head of Investor Relations regularly communicates topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making. During fiscal 2023 we held discussions with many of our largest stockholders during scheduled events, such as our Investor Forum in April 2023, as well as in regularly held meetings throughout the year.
Stockholder Communications with the Board
Stockholders are able to communicate with the Board and with individual directors in their capacity as a member of the Board, by email or in writing as follows:
By email: IR@atlassian.com | By mail or expedited delivery service: Atlassian Corporation 350 Bush Street, 13th Floor San Francisco, California 94104 USA Attention: Corporate Secretary | ||||
All communications from stockholders must be accompanied by the following information regarding the person submitting the communication: (i) a statement of the type and amount of the securities of Atlassian that such stockholder holds, and a representation that the stockholder is a record holder of Atlassian’s securities, or if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Exchange Act, and (ii) the address, telephone number and e-mail address, if any, of such person.
Atlassian’s Corporate Secretary will initially receive all stockholder communications and review it for compliance with the Stockholder Communications Policy before sharing with the Board or the addressed director. Atlassian’s Corporate Secretary will not forward (i) communications regarding individual grievances or other interests that are personal to the party submitting the communication; (ii) communications regarding ordinary business operations; and (iii) communications that contain offensive, obscene or abusive content. The full Stockholder Communications Policy is available for review at https://investors.atlassian.com/ under “Corporate Governance—Governance Documents.”
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Sustainability and Corporate Culture
Sustainability
Atlassian’s Sustainability strategy is focused on our impact across our planet, people and customers. While we’ve included some highlights below, we encourage you to get the full picture by reading our latest Sustainability Report on the “Corporate Social Responsibility” portion of our website, under the “About Us” section. The contents of these materials, or the contents of those materials accessible through our website, are not incorporated into this filing.
Planet
Atlassian set science-based targets to achieve net zero by 2040, with near-term emissions reduction goals set for fiscal year 2025 covering operational emissions, suppliers, and business travel.
We have run our operations on 100% renewable electricity since fiscal year 2020 by purchasing energy attribute certificates to cover 100% of office electricity use. As we evolved to support sustained distributed working arrangements through our Team Anywhere program, we went a step further to include work-from-home electricity and gas use. In fiscal year 2023, we signed our first virtual power purchase agreement covering our U.S. office electricity and work-from-home electricity and gas use. We also launched our “Don’t #@!% the Planet” guide to how we’ve tackled climate action, leaning into the opportunity to support our customers and any other organization in setting climate goals.
People
Atlassian has set long-term hiring rate goals to help us focus on increasing the diversity of candidates in our applicant pool. These were not quotas or targets, but high-level goals co-owned by the People team and Atlassian leaders to move us in the right direction at a pace we could be proud of. To meet these goals, we’ve expanded our strategic partnerships such as with Code2College and / dev/color and supported hiring teams with equity and inclusion guidance.
Atlassian’s diversity, equity, and inclusion strategy goes beyond building a diverse Atlassian team to ensuring equitable outcomes and fostering inclusive experiences for all. We designed and launched remote-first employee resource groups and provided operational budgets to these groups to ensure they have the structure and resources to thrive.
During fiscal year 2023, Atlassian also joined the Human Rights Campaign Count Us In pledge, reaffirming our commitment to LGBTQ+ equality inside and outside of our workplaces.
Customers
Atlassian is committed to respecting human rights. We have aligned to the UN Guiding Principles on Business and Human Rights in a public Human Rights Statement. We annually seek to identify and manage salient human rights risks with teams across the business.
Alongside the launch of Atlassian Intelligence last year, we shared our Responsible Technology Principles, which identify five tenets that outline how we uphold the Atlassian Values when it comes to building, deploying and using new technologies.
Atlassian made corporate donations to support the people of Ukraine, including over $3 million to Future Ukraine Limited (covering both humanitarian support in Ukraine and support for Ukrainian refugees in Australia) and over $1.5 million to the United Ukraine Appeal (supporting food aid and civilian bomb shelters).
To read our Human Rights Statement, visit the “Corporate Social Responsibility” portion of our website, under the “About Us” section. To read our Responsible Technology Principles, visit the “Trust” portion of our website, under the “About Us” section. The contents of these materials, or the contents of those materials accessible through our website, are not incorporated into this filing.
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Corporate Culture
Values
Our company culture is exemplified by our core values:
| Open company, no bullshit | Play, as a team | Build with heart and balance | Be the change you seek | Don’t #@!% the customer | ||||||||||
The following are the key elements of our corporate culture that contribute to our ability to drive customer value and achieve competitive differentiation:
1.Openness and Innovation - We value transparency and openness as an organization. We believe that putting product pricing and documentation online promotes trust and makes customers more comfortable engaging with our low-touch model. In addition, we are dedicated to innovation and encourage our employees to invent new capabilities, applications, uses, and improvements for our software. We run Atlassian using our own products, which promotes open communication and transparency throughout the organization.
2.Dedication to the Customer - Customer service and support is at the core of our business. Our customer support teams strive to provide unparalleled service to our customers. We also encourage our service teams to build scalable, self-service solutions that customers will love, as we believe superior service drives greater customer happiness, which in turn breeds positive word-of-mouth.
3.Team-driven - As our mission is to unleash the potential of every team, we value teamwork highly. We encourage our employees to be both team-oriented and entrepreneurial in identifying problems and inventing solutions. Dedication to teamwork starts at the top of our organization with our unique Co-CEO structure, and is celebrated throughout Atlassian.
4.Long-term Focused - We believe that we are building a company that can grow and prosper for decades to come. Our model, in which we expand across our customers’ organizations over time, requires a patient, long-term approach, and a dedication to continuous improvement. This is exemplified by our investment in research and development, which is significant relative to traditional software models and is designed to drive the long-term sustainability of our product leadership. Given the choice between short-term results and building long-term scale, we choose the latter.
Atlassian Foundation
In Atlassian’s early days, Messrs. Cannon-Brookes and Farquhar built giving back into our business with the creation of the Atlassian Foundation.
Atlassian contributes 1% of its equity, profit, employee time, and products to the Atlassian Foundation to do good on a global scale and in our own backyards.
One of Atlassian’s values is “Be the change you seek,” and the opportunities the Atlassian Foundation provides are a great way for employees to live this value – and an important part of why many join Atlassian in the first place.
The Atlassian Foundation drives impact in three key ways:
•Education – The Atlassian Foundation teams up with some of the world’s most impactful education change makers to help to educate millions of disadvantaged young people, equipping them with the skills they need to thrive in the 21st century.
•Pledge 1% – Atlassian co-founded the global Pledge 1% movement to inspire businesses to bake social impact into their DNA.
•Volunteering and giving – All permanent employees get five paid days of leave every year to volunteer for causes they care about, and Atlassian also offers a donation-matching program.
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Team Anywhere
Team Anywhere is Atlassian’s approach to distributed work: Employees can work from home, the office, or a combination of the two within 13 countries where we have legal entities, with the option to work outside of an employee’s “home base” for short periods each year. This approach allows for greater flexibility for our employees, opens up new talent pools beyond the urban hubs where our offices are located, and imagines new ways of working for both our workforce and customers.
Related Person Transaction Policy
The Audit Committee is responsible for reviewing, and approving or ratifying, as appropriate, transactions between Atlassian (or one of our subsidiaries) and any “related person” of Atlassian. Under SEC rules, “related persons” include directors, officers, nominees for director, 5% or greater stockholders, and their immediate family members. The Audit Committee has adopted a written policy to evaluate these transactions for approval or ratification. Under this policy, the Audit Committee will review the relevant facts and circumstances of all related person transactions and either approve, ratify or disapprove of the entry into the transaction. In determining whether to approve or ratify any such transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the transaction (i) is on terms no less favorable than terms generally available to an unaffiliated third party, (ii) is consistent with the interests of Atlassian and its stockholders, and (iii) arose in the ordinary course of business. The policy grants standing pre-approval of certain transactions, including, among other things, (i) certain compensation arrangements involving directors and executive officers that are required to be reported in our Annual Report on Form 10-K or proxy statement and, with respect to executive officer compensation, satisfy other criteria, including having been approved by the CLDC, (ii) certain transactions where the relationship between us and the related person arises only from the related person’s position as a director of, and/or having holdings of less than 10% of, such entity, and (iii) transactions where a related person’s interest arises solely from the ownership of our stock and all holders of our stock received the same benefit on a pro rata basis.
Transactions with Related Persons
Since the beginning of fiscal year 2023, there have not been any transactions, nor are there any currently proposed transactions, in which Atlassian was or is to be a participant, where the amount involved exceeded $120,000 and in which any related person had or will have a direct or indirect material interest. As is the case with most multinational corporations, from time to time in the ordinary course of business, we engage in arms-length transactions with companies in which members of our Board or our executive team have professional relationships.
Registration Agreement
In July 2010, our predecessor entity, Atlassian Corporation Pty Ltd., entered into a Registration Agreement with certain holders of our outstanding share capital, including Messrs. Cannon-Brookes and Farquhar. As of June 30, 2023, certain holders of shares of our Class A Common Stock and our Class B Common Stock, including Messrs. Cannon-Brookes and Farquhar, are entitled to rights with respect to the registration of their shares under the Securities Act.
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32 | Directors and Corporate Governance | ||||
Director Compensation
Non-Employee Director Compensation Policy
Our non-employee director compensation policy (as amended and restated from time to time, the “Non-Employee Director Compensation Policy”) is designed to attract, retain and award directors of Atlassian who are not employees or officers of Atlassian and align their long-term interests with those of Atlassian and our stockholders. Employee directors receive no additional compensation for their service as a director.
Decisions regarding the Non-Employee Director Compensation Policy are approved by our Board based on recommendations from our CLDC. The CLDC conducts an evaluation of the design and competitiveness of our Non-Employee Director Compensation Policy on an annual basis. The annual review is conducted by Semler Brossy, the CLDC’s independent compensation consultant, and includes an assessment of competitive market practices for pay levels, pay design, and other market trends using the same compensation peer group used for executive pay. We aim to position non-employee director compensation competitively against the compensation peer group that is used for executive pay assessment. The fiscal year 2023 annual review found that the Non-Employee Director Compensation Policy remained competitive and aligned with our intended pay philosophy. We will continue to review non-employee director compensation levels annually and make adjustments as necessary.
Our Non-Employee Director Compensation Policy consists of an annual cash retainer for service on the Board, additional retainers for serving as the chair of each of our standing Board committees, an additional cash retainer for the non-employee Board Chair, and an annual equity retainer awarded in the form of restricted stock units (“RSUs”).
We reimburse non-employee directors for all reasonable expenses incurred in connection with their service on the Board, including attending Board and committee meetings. However, we do not pay meeting attendance fees.
The table below outlines the details of our Non-Employee Director Compensation Policy in effect for fiscal year 2023:
Annual Cash Retainers
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 | |||||||
Annual Equity Grants
In addition, on the date of each annual meeting of stockholders, each non-employee director who continues as a member of our Board following such annual meeting of stockholders will receive a grant of RSUs having a value of $265,000, rounded up to the nearest whole share (the “Annual Grant”). The Annual Grant vests in full on the earlier of: (i) the one-year anniversary of the grant date; and (ii) the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date, unless the CLDC determines that circumstances warrant continuation of vesting. Due to the Redomiciliation, we were not required to hold an annual meeting of stockholders in 2022. In connection with the Redomiciliation, the Board approved an Annual Grant effective December 2, 2022.
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Fiscal Year 2023 Non-Employee Director Compensation Table
The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in fiscal year 2023. Our Co-CEOs did not receive any additional compensation for their service as directors.
| Name | Fee Earned or Paid in Cash ($) | Stock Award ($)(1)(2) | Total ($) | |||||||||||||||||
Shona L. Brown(3) | 105,000 | 265,080 | 370,080 | |||||||||||||||||
| Heather Fernandez | 55,000 | 265,080 | 320,080 | |||||||||||||||||
Sasan Goodarzi(4) | 70,000 | 265,080 | 335,080 | |||||||||||||||||
| Jay Parikh | 55,000 | 265,080 | 320,080 | |||||||||||||||||
| Enrique Salem | 55,000 | 265,080 | 320,080 | |||||||||||||||||
Steven Sordello(5) | 75,000 | 265,080 | 340,080 | |||||||||||||||||
Rich Wong(6) | 65,000 | 265,080 | 330,080 | |||||||||||||||||
| Michelle Zatlyn | 55,000 | 265,080 | 320,080 | |||||||||||||||||
(1)The amounts reported in this column represent the aggregate grant date fair value of RSUs calculated in accordance with FASB ASC Topic 718. The grant date fair value of RSUs was calculated by multiplying the closing trading price of our Class A Common Stock on the date of grant by the number of RSUs granted.
(2)As of June 30, 2023, each of our non-employee directors held 1,880 unvested RSUs.
(3)Dr. Brown served as the Board Chair.
(4)Mr. Goodarzi served as the chair of the CLDC.
(5)Mr. Sordello served as the chair of the Audit Committee.
(6)Mr. Wong served as the chair of the Nominating Committee.
Stock Ownership Policy
We believe it is important for our non-employee directors to own a meaningful amount of Atlassian stock to create alignment between the interests of our non-employee directors and our stockholders. As such, we maintain a stock ownership policy for our non-employee directors which requires each non-employee director to own a specific value of our stock while they serve on our Board. The policy requires each non-employee director to hold Atlassian stock with a fair market value of at least $265,000. Non-employee directors have four years from their initial appointment to the Board to meet this minimum requirement. Semler Brossy, the CLDC’s independent compensation consultant, has reviewed our stock ownership policy and found it to be competitive with those of our peer companies.
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Executive Officers
Set forth below are the names and certain information about our executive officers, except Messrs. Cannon-Brookes and Farquhar, whose biographical information can be found under “Directors and Corporate Governance—Biographies.”
Anu Bharadwaj President | |||||
Age: 41 | 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 serving as Principal Group Program Manager. Education •Bachelor of Engineering in computer science from R.V. College of Engineering | ||||
Joe Binz Chief Financial Officer | |||||
Age: 56 | 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 Corporation from 2014 to August 2022. He served in various other leadership roles at Microsoft Corporation 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 | ||||
Cameron Deatsch Chief Revenue Officer | |||||
Age: 43 | Professional Experience Mr. Deatsch has served as our Chief Revenue Officer since March 2020. From October 2012 to March 2020, Mr. Deatsch served in multiple roles at Atlassian, including Senior Director of Advocacy, Head of Server Business, Head of Corporate Development, Head of Server and Enterprise Marketing, and Head of Growth and Online Sales. From June 2008 to August 2010, Mr. Deatsch served as a Product Marketing Manager at Jive Software and served as their Senior Director of Marketing from June 2010 to October 2012. Education •Bachelor of Science in electrical engineering from University of California, Davis •M.B.A. from University of Montana | ||||
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Rajeev B. Rajan Chief Technology Officer | |||||
Age: 53 | Professional Experience Mr. Rajan has served as our Chief Technology Officer since May 2022. From September 2021 to May 2022, Mr. Rajan served as Vice President, 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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Executive Compensation
| Table of Contents | Page | ||||
| Other Fiscal Year 2023 Compensation Actions | |||||
Report of the Compensation and Leadership Development Committee | |||||
Compensation Discussion and Analysis
Introduction
The Compensation Discussion and Analysis describes the compensation programs for our named executive officers (our “NEOs”). For the fiscal year ended June 30, 2023 these individuals were:
| Named Executive Officer | Position | ||||
| Michael Cannon-Brookes | Co-Founder & Co-CEO | ||||
Scott Farquhar(1) | Co-Founder & Co-CEO | ||||
Joseph Binz(2) | Chief Financial Officer | ||||
Anu Bharadwaj(3) | President | ||||
Cameron Deatsch(4) | Chief Revenue Officer | ||||
Rajeev Rajan(5) | Chief Technology Officer | ||||
(1)Mr. Farquhar also served as Interim Chief Financial Officer through September 2022.
(2)Mr. Binz was appointed Chief Financial Officer in September 2022.
(3)Ms. Bharadwaj was promoted to President in February 2023. She previously served as Chief Operating Officer since August 2021.
(4)Mr. Deatsch announced that he will step down from the role of Chief Revenue Officer, effective as of December 31, 2023, following almost eleven years with Atlassian.
(5)Mr. Rajan was appointed Chief Technology Officer in May 2022.
Executive Summary
We are guided by our mission of unleashing the potential of every team. We view a talented executive team at the center of enabling the long-term success of Atlassian’s mission. Our current executive compensation programs and philosophy are designed to attract, motivate, and retain top executive talent within a highly competitive technology labor market.
The Compensation and Leadership Development Committee (the “CLDC”) reviews the efficacy of our programs annually, taking into consideration our executive compensation philosophy, business performance, stockholder interests, our peer group of companies, and company objectives. Our current executive compensation programs reflect the enhancements made over multiple years by the CLDC to ensure strong alignment with our long-term business strategy.
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Fiscal Year 2023 Company Performance
Our product strategy, distribution model, and company culture work in concert to create unique value for our customers and competitive advantages for Atlassian.
We invest significantly in developing and continually improving versatile products that can be used in myriad ways, helping teams achieve their full potential. Our products are easy to adopt and use, which allows them to be distributed organically and efficiently.
As a company, we have massive opportunities in cloud, enterprise and IT service management that we believe will drive Atlassian’s growth for years to come.
Despite macroeconomic headwinds for fiscal year 2023 company performance, we achieved the following:
Total Revenue $3.5 billion | Cloud Revenue $2.1 billion | 250,000+ Cloud Customers | |||||||||||||||||||||||||||
26% from FY22 | 38% from FY22 | ||||||||||||||||||||||||||||
Operating Cash Flow $868 million | Free Cash Flow $842 million | 60,000+ Volunteer Hours Provided by Employees | |||||||||||||||||||||||||||
from $821 million in FY22 | Free Cash Flow Margin of 24% | ||||||||||||||||||||||||||||
See Appendix A to this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.
Competitive Market Context Impacting our Talent and Pay Philosophy
Our products serve teams of all shapes and sizes in every industry. Our competitors range from large technology vendors to new and emerging businesses in each of the markets we serve:
•Software Teams. Our competitors include large technology vendors, including Microsoft (including GitHub) and IBM, and smaller companies such as Gitlab that offer project management, collaboration and developer tools.
•IT Teams. Our competitors range from cloud vendors, including ServiceNow, PagerDuty, and Freshworks, to legacy vendors such as BMC Software (Remedy) that offer service desk solutions.
•Business Teams. Our competitors range from large technology vendors, including Microsoft and Alphabet, that offer a suite of products, to smaller companies like Asana, Monday.com, Notion and Smartsheet, which offer point solutions for team collaboration.
As a result, our compensation programs are designed to reflect the realities of operating in competitive technology markets that are as varied as our product market landscapes and ensuring that we are able to attract and retain critical talent to support our continued growth and success across all aspects of our business.
Specifically, we note the following points of context that impact our pay philosophy and objectives:
•High Growth. Our revenue and headcount have grown significantly over the last three fiscal years, commensurate with our market opportunities. We design our programs to motivate both individual and company performance and reward executive talent who deliver our key company strategic priorities.
•Geographical Impact. Atlassian has adopted an approach to distributed work that we call Team Anywhere. Our employees can work from home, the office, or a combination of the two within 13 countries where Atlassian has legal entities. This approach allows for greater flexibility for our employees, opens up new talent pools beyond the urban hubs where our offices are located, and imagines new ways of working for both our workforce and customers. In addition, we have significant operations, including our U.S. headquarters, in the San Francisco Bay Area, where competition for top talent is particularly intense. We also have large employee populations in Austin, Seattle, and New York which are additional technology hubs and battlegrounds for experienced talent.
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•Specific Senior Executive Skill Sets. As we continue to grow, sources of potential talent have continued to evolve to include larger companies as well as other innovative companies with a high growth orientation. We seek to recruit and retain executives with specific skills and experiences from other highly innovative and dynamic operating models. We find that these skill sets are in high demand and have required us to be more flexible and competitive with our compensation packages.
Leadership Transitions
We made a number of changes to our executive team over the past two fiscal years to support our ambitious growth strategy. To help Atlassian’s ability to scale for additional growth and further innovation, we built out our executive ranks with a good mix of new and existing talent by focusing on two main objectives: (i) searching for executives outside of Atlassian with relevant experiences gained from working within larger organizations; and (ii) providing continued engagement and growth opportunities for high-performing Atlassian leaders. Our current compensation programs and philosophy enabled us to successfully attract senior executive talent from both Meta and Microsoft, and to provide experienced Atlassian leaders with the opportunity to expand their roles and impact.
We believe these leadership changes will continue to allow us to execute against our largest growth opportunities.
•In May 2022, Mr. Rajan was hired as our Chief Technology Officer. Mr. Rajan joined us from Meta where he most recently served as Vice President, Head of Engineering and Head of Office in the Pacific Northwest Region.
•In September 2022, Mr. Binz was appointed as our Chief Financial Officer. Mr. Binz joined us from Microsoft where he most recently served as Corporate Vice President, Finance.
•In February 2023, Ms. Bharadwaj was promoted to the role of President. Previously, she served as our Chief Operating Officer since August 2021.
Co-Founder & Co-CEO Compensation
Messrs. Cannon-Brookes and Farquhar, our Co-Founders & Co-CEOs, have agreed to receive a level of compensation that is substantially lower than CEOs at many peer companies. Their annual compensation consists of the following:
•Base Salary. Beginning in fiscal year 2020, both Messrs. Cannon-Brookes and Farquhar substantially reduced their salaries to AUD $74,653 (equal to USD $49,442 in fiscal year 2023, converted into U.S. dollars using a monthly average exchange rate for fiscal year 2023 of USD $1.00 to AUD $1.51).
•Annual Incentive Compensation. Both Messrs. Cannon-Brookes and Farquhar forgo participation in our annual cash incentive bonus program.
•Long-Term Incentive Compensation. Neither Messrs. Cannon-Brookes nor Farquhar receive long-term incentive compensation, in light of their considerable pre-existing Atlassian equity holdings as Co-Founders.
Compensation Highlights
Highlights of our fiscal year 2023 executive compensation program are below:
•Base salary. Did not increase base salaries for NEOs with the exception of Mr. Rajan who received a 5% increase to bring his salary into alignment with that of Mr. Binz, who was appointed CFO in September 2022, and Ms. Bharadwaj, who received a pay increase in connection with the expansion of her role responsibilities following her promotion to President.
•Annual incentive compensation outcomes. Paid out at 45% of target, which aligned with Atlassian’s below-target financial performance on cloud revenue. Although we achieved 38% cloud revenue growth for fiscal year 2023, we set ambitious targets that we underachieved for the year.
•Long-term incentive one-time actions. Delivered annual market competitive equity award values but also took additional actions (a) for the broader company (including for Ms. Bharadwaj and Mr. Deatsch) to address the risk of reduced employee retention due to macroeconomic disruptions and the related decrease of our stock price and (b) for Ms. Bharadwaj to recognize her role expansion and expected contributions in driving future growth and stockholder value creation (see “Other Fiscal Year 2023 Compensation Actions”).
•Post-vesting stock ownership policy. Adopted a rigorous stock ownership policy that requires senior leaders to hold 20% of post-tax shares after vesting, for all equity awards except new-hire awards, for a period of seven years (see “Stock Ownership Guidelines Policy”).
•Clawback policy. Adopted a compensation clawback policy applicable to our Section 16 officers, aligned with the SEC and Nasdaq rules (see “Compensation Clawback Policy”).
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Executive Compensation | 39 | ||||
Compensation Philosophy and Governance Practices
Executive Compensation Philosophy & Principles
Our executive compensation philosophy is based on the understanding that for us to be successful, we must attract, motivate, reward, and retain high-caliber talent. We also recognize the need to create a strong pay-for-performance connection through our compensation programs and establish a long-term ownership mentality. As such, our programs are focused on providing our executives the opportunity to earn competitive pay levels, with the ability to exceed these levels with strong company and individual performance. Further, we deliver the vast majority of each executive’s compensation in the form of equity, which features a multi-year vesting period, and we prioritize ensuring our executives have a meaningful equity stake in Atlassian to further align their long-term wealth creation with that of our stockholders. Our philosophy adheres to the following guiding principles:
1.We aim to foster long-term thinking and an ownership culture. Our Co-Founders have instilled a focus beyond annual results in favor of sustained, long-term performance, with an emphasis on equity ownership. For our NEOs, excluding our Co-CEOs, 92% of pay is tied to long-term incentive awards which creates immediate alignment with our stockholders. We adopted a rigorous stock ownership requirements policy to foster an ownership mentality, go-forward business strategy accountability, and long-term thinking.
2.We strive for simplicity. Our compensation programs are deliberately simple to avoid introducing what we believe to be unnecessary complexity that would undermine the competitiveness or efficacy of these programs. This approach allows us to remain agile and flexible year-to-year to consider adjustments to our compensation programs as our business and talent strategy evolve.
3.We aim to deliver competitive target compensation levels. We annually assess our compensation peer group and pay levels to ensure that our executives have target pay opportunities that are commensurate with their role expectations, reflect their individual experiences and skill sets, and their pay is positioned competitively against appropriate market references to attract and retain talent in a highly competitive market. Actual outcomes for our executives may be higher or lower and are influenced by overall company and individual performance.
4.We reinforce a pay-for-performance orientation. We have a robust performance management process centered on development and growth priorities which support us in directly tying our executive pay to performance in three explicit ways: (1) company-specific financial performance metrics through the annual incentive program, (2) overall team performance via the granting of RSU awards that connect the value of compensation to Atlassian’s stock price, and (3) individual performance which will impact how annual long-term incentive compensation decisions are calibrated.
5.We embrace transparency and consistency. We find value in a transparent, and largely formulaic, decision-making process that we believe enhances executive engagement and trust in how outcomes are determined.
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40 | Executive Compensation | ||||
Compensation and Governance Practices and Policies
The CLDC believes that its executive compensation and benefits philosophy and objectives have resulted in programs that align our executives’ interests with our stockholders’ interests.
| What We Do | What We Don’t Do | |||||||||||||
Limit Co-CEO pay given their existing equity stakes 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 Atlassian to recover incentive compensation, including annual bonus payments | No “single trigger” equity acceleration upon a change in control 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 | |||||||||||||
Authority Over Executive Compensation
The CLDC, in consultation with Semler Brossy, its independent compensation consultant, conducts an executive compensation market assessment each year that relies on publicly available data for a group of peer companies and available third-party compensation surveys. This process ensures that our Board and the CLDC have current information when calibrating compensation levels for our executive officers. Beyond the competitive market assessment, the CLDC also reviews talent profiles for each executive officer and considers comparisons against internal peers.
Role of the Board of Directors and CLDC
The CLDC oversees our executive compensation programs, including executive salaries, payouts under our annual incentive plan, the size and structure of equity awards, and any executive perquisites. The CLDC receives assistance from two sources: (1) an independent compensation consulting firm, Semler Brossy, and (2) our internal executive compensation staff, led by our Chief Administrative Officer & Chief Legal Officer. All decisions regarding executive compensation are made solely by the CLDC.
Role of Compensation Consultant
The CLDC has the authority to engage its own advisors to assist in carrying out its responsibilities. In fiscal year 2023, Semler Brossy provided guidance regarding the amount and types of compensation that we provide to our executives, how our compensation practices compare to the compensation practices of other companies, including with respect to a peer group of companies developed in consultation with Semler Brossy, governance policy best practices, and other compensation-related matters. Semler Brossy reports directly to the CLDC and its chair and serves at the discretion of the CLDC which reviews the engagement annually. Semler Brossy may meet with members of management for the purposes of gathering information on proposals that management may make to the Board or the CLDC. Semler Brossy does not provide any services to us other than the services relating to executive and director compensation.
Semler Brossy maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, the CLDC has assessed the independence of Semler Brossy taking into account, among other things, the factors set forth in Rule 10C-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the listing standards of Nasdaq and concluded that no conflict of interest exists with respect to the work that Semler Brossy performs for the CLDC.
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Role of Management
In setting compensation for fiscal year 2023, our Co-CEOs and Chief Administrative Officer & Chief Legal Officer worked closely with the Board in managing our executive compensation programs and attended CLDC meetings to discuss these topics. Our Co-CEOs made recommendations to the CLDC regarding compensation for our executive officers (other than themselves) because of their daily involvement with our executive team. No executive officer participated directly in the final deliberations or determinations regarding their own compensation package.
Use of Comparative Market Data
For fiscal year 2023, the CLDC assessed the competitiveness of each element of each executive officer’s total target direct compensation against our executive pay peer group. The CLDC does not use a single method or measure in developing its recommendations, nor does it establish one specific target for the compensation opportunities of our executive officers.
The CLDC reviewed and compared our executive compensation to that of executives in similar positions in our peer group. In assessing the peer group, the CLDC first looked at industry and growth and scale fits:
•Industry. Companies with similar business models and a preference for innovative, collaboration-oriented environments, enterprise software solutions, cloud and software-as-a-service leaders, and broader product suites.
•Growth and Scale. Companies with high revenue and free cash flow growth rates, which were within a similar revenue scale to where Atlassian is today and where we expect to grow.
We further narrowed down the list of potential companies by examining the following factors:
•Sources of talent in the market (companies where we source and potentially lose executive talent).
•Companies with strong historical and projected top-line revenue growth and revenue to valuation multiples which reflect industry leaders and companies with similar talent priorities and business dynamics.
•Companies with a significant presence in the San Francisco Bay Area, high research and development spend as a percentage of revenue, and that are highly influential in the talent market.
After considering the above factors, the CLDC approved the following peer group for fiscal year 2023 compensation decisions:
| Fiscal Year 2023 Compensation Peer Companies | |||||||||||||||||||||||
| Autodesk, Inc. | CrowdStrike Holdings, Inc. | Okta, Inc. | ServiceNow, Inc. | Twilio Inc. | Workday, Inc. | ||||||||||||||||||
| Block, Inc. | DocuSign, Inc. | Palo Alto Networks, Inc. | Shopify Inc. | Twitter, Inc. | Zendesk, Inc. | ||||||||||||||||||
| Coupa Software Inc. | Intuit, Inc. | Salesforce, Inc. | Splunk Inc. | Veeva Systems Inc. | Zoom Video Communications, Inc. | ||||||||||||||||||
Against the fiscal year 2023 peer group, we were positioned at the 34th percentile on trailing twelve-month revenues, 54th percentile on historical three-year compounded annual revenue growth, 78th percentile on market value, and 51st percentile on the total number of employees. The CLDC considered the peer group to be an accurate representation of the talent and business markets, with a relatively balanced stance across various factors (i.e., bigger in some metrics and smaller in others).
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Components of Compensation
Our executive compensation programs are heavily tied to performance-based pay. Excluding pay for our Co-CEOs, over 90% of our NEOs’ target total pay is linked to performance as illustrated in the chart below:
Average NEO Pay Mix
For fiscal year 2023, the primary elements of our NEOs’ compensation were:
| 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. | |||||||
Base Salary
Our base salary program strives for simplicity, embraces transparency and consistency, and delivers competitive compensation to each of our NEOs to reflect their respective positions, duties, and responsibilities.
The CLDC reviews the base salaries of our executive officers annually and may adjust them to reflect market conditions or other factors. The base salaries listed below were established in reference to our peer group with input from the Co-CEOs and were reviewed and approved by the CLDC.
As noted above, we strive for simplicity and equity within our compensation programs that we strongly encourage our executives to embrace a long-term performance mentality. As a result, we’ve standardized base salaries across our top executive officers, and seek to ensure internal pay equity and have shifted focus from short-term fixed compensation to long-term variable pay. Because of our focus on internal equity, our executive officers receive base salary amounts within a narrow range. We will continue to review base salaries in the context of our compensation peer group, and when appropriate, may adjust the base salary for all applicable executive officers in order to maintain internal equity.
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The below table reflects the annualized base salary of each NEO as of June 30, 2023.
| Executive Officer | Fiscal Year 2023 Base Salary | |||||||
Michael Cannon-Brookes(1) | $49,442 | |||||||
Scott Farquhar(1) | $49,442 | |||||||
| Joseph Binz | $550,000 | |||||||
Anu Bharadwaj(2) | $600,000 | |||||||
| Cameron Deatsch | $525,000 | |||||||
Rajeev Rajan(3) | $550,000 | |||||||
(1)Messrs. Cannon-Brookes and Farquhar are paid in Australian dollars, which have been converted into US dollars using a monthly average exchange rate for fiscal year 2023 of USD $1.00 to AUD $1.51. Effective July 1, 2019, Messrs. Cannon-Brookes and Farquhar each opted to reduce their salaries to AUD $74,653 (or USD $49,442 for fiscal year 2023).
(2)In April 2023, Ms. Bharadwaj received a salary increase from $525,000 following her promotion to President.
(3)In October 2022, Mr. Rajan received a salary increase from $525,000 to bring his salary into alignment with that of Mr. Binz.
As previously noted, our Co-CEOs primarily receive only a salary of AUD $74,653 (or USD $49,442 for fiscal year 2023).
Cash Incentive Compensation
Approach to Short-Term Cash Incentives
Our annual incentive program reinforces our pay-for-performance orientation by focusing our NEOs’ attention on performance of our key business priorities and embraces a simple, clear, and transparent decision-making process.
Our annual incentive program is 100% formulaic and measures performance on cloud revenue. For purposes of our annual incentive program, cloud revenue is equal to cloud revenue as reported in the audited financial statements, plus fees received for sales of third-party cloud apps in the Atlassian Marketplace. Cloud revenue remains a critical strategic priority for us to support our customers and seamlessly connect them to a diverse set of products that will enhance their workflow capabilities. We believe that success on cloud revenue is crucial to Atlassian’s ability to scale and continue leading in our industry.
Our Co-CEOs do not participate in the annual cash incentive bonus program due to their sizable equity stakes in Atlassian, which we and they feel appropriately aligns their personal financial interests with company performance.
Each NEO (excluding our Co-CEOs) is eligible to receive an annual cash incentive award based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. The potential payout will range from 0% up to 160% of an individual NEO’s target opportunity based on performance against predetermined financial goals. In fiscal year 2023, our NEOs participated in our annual cash incentive bonus program at 60% target percentages of their base salary.
The mechanics of the annual cash incentive bonus program are as follows:
Eligible Earnings(1) | × | Bonus Target % (60%) | × | Company Multiplier % (0% - 160%) | = | Bonus Payout | ||||||||||||||
(1)Eligible earnings reflect salary earned during fiscal year 2023
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Annual Bonus Payments for Fiscal Year 2023 Performance
The bonus payout structure is aligned with our top company priority of driving cloud revenue growth and ensures we are incentivizing what we believe is the right outcome. The CLDC references our internal plan when setting targets for the annual cloud revenue metric. The target is intended to be challenging but achievable, while threshold performance is intended to be reasonably achievable, and the maximum represents a stretch goal. The CLDC reviews the appropriateness of threshold, target, and maximum goals annually, with a focus on attempting to ensure that our performance goals will result in stockholder value creation in the long term. The fiscal year 2023 cloud revenue threshold, target, and maximum goals (as well as actual fiscal year 2023 achievement) are shown below ($ in millions):
| Element | Threshold | Target | Maximum | Actual | ||||||||||
Cloud Revenue(1) | $2,133 | $2,370 | $2,607 | $2,144 | ||||||||||
| Payout | 40 | % | 100 | % | 160 | % | 45 | % | ||||||
| Year-over-year Cloud Revenue Growth | 37 | % | 53 | % | 68 | % | 38 | % | ||||||
(1)Cloud revenue is equal to cloud revenue as reported in the audited financial statements included in our Annual Report on Form 10-K for fiscal year 2023, plus fees received for sales of third-party cloud apps in the Atlassian Marketplace.
During fiscal year 2023, we achieved cloud revenue of $2,144 million, which corresponds to 90.5% of the fiscal year 2023 target. This performance translated into bonus payouts equal to 45% of each executive’s targeted amount, as shown below.
| Executive Officer | Fiscal Year 2023 Target(1)(2) | Fiscal Year 2023 Bonus Payment | ||||||
Joseph Binz(3) | $271,250 | $122,530 | ||||||
| Anu Bharadwaj | $326,250 | $147,370 | ||||||
| Cameron Deatsch | $315,000 | $142,290 | ||||||
| Rajeev B. Rajan | $326,250 | $147,370 | ||||||
(1)These amounts reflect the target dollar amount for fiscal year 2023, which for Ms. Bharadwaj and Mr. Rajan reflects a blended rate based on a prior base salary.
(2)Messrs. Cannon-Brookes and Farquhar do not participate in the annual cash incentive bonus program due to their sizable equity stakes in Atlassian.
(3)Mr. Binz’s start date with Atlassian was after the beginning of fiscal year 2023 and his target salary and bonus reflect his pro-rated base salary during fiscal year 2023.
Equity Compensation
Approach to Equity Compensation
We view equity-based compensation as a critical component of our balanced total compensation programs. Our equity compensation program design is competitive, simple, and fosters an ownership mentality and a pay-for-performance orientation.
Our Co-CEOs do not participate in any annual equity award programs due to their sizable equity stakes in Atlassian, which we and they feel appropriately aligns their personal financial interests with our performance.
For our fiscal year 2023 on-going equity awards, we granted 100% time-based RSUs to our non-Co-CEO executives. The CLDC believes that RSUs serve as an effective retention tool for our high-performing executive officers and focus executive officers on completing long-term objectives, which will result in increased stockholder value creation over time. Our RSUs vest quarterly over a four-year vesting period, subject to continued service.
To determine the size of the annual equity awards for our NEOs, the CLDC reviewed data provided by Semler Brossy, which estimated the range of competitive grant values among our peer companies. From that data set, individual equity award targets were established that would position our executives competitively against their market reference.
Awarded equity values also took into consideration each executive’s performance, impact, the scope of their roles, and unvested equity values at the time of grant.
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Performance Management Process and Connection to Fiscal Year 2023 Long-Term Incentive Awards
Each September we use our performance management assessment framework and resulting individual assessments from the most recent fiscal year to inform the amounts of equity grants awarded. The fiscal year 2023 awards granted in September 2022 were based on our performance assessment outcomes from fiscal year 2022.
Our performance management assessment framework follows a robust process to assess each individual against predetermined performance and development objectives. All performance assessments and long-term incentive outcomes were reviewed by the CLDC in consultation with our Co-CEOs. This approach further reinforced the link between performance and pay, while continuing to deliver compensation that is tied to long-term stockholder value.
Annual Equity Awards for Fiscal Year 2023 Performance
In September 2022, we granted the following annual equity awards (with four-year ratable quarterly vesting) to our NEOs:
| Named Executive Officer | Target Value of Fiscal Year 2023 Awards(1) | Number of RSUs Granted (Actual)(1) | ||||||
Joseph Binz(2) | — | — | ||||||
| Anu Bharadwaj | $7,000,000 | 26,762 | ||||||
| Cameron Deatsch | $8,100,000 | 30,968 | ||||||
Rajeev B. Rajan(2) | — | — | ||||||
(1)The number of RSUs granted is equal to the target dollar value of the award for each NEO divided by the average closing price of Atlassian stock during the month of August 2022, which was $261.57, rounded up to the nearest whole share. The target values of awards do not match exactly the grant date fair values presented in the Fiscal Year 2023 Summary Compensation Table, which were calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) and take into account the price of Atlassian’s Class A Common Stock on the September 15, 2022 grant date.
(2)Messrs. Binz and Rajan were not eligible for the fiscal year 2023 equity awards due the timing of their respective hire dates and related new-hire equity awards.
The CLDC believes that acknowledging individual performance and ensuring long-term incentive awards constitute a significant portion of compensation is vital to encouraging appropriate behaviors and intended outcomes while reinforcing our
pay-for-performance philosophy.
pay-for-performance philosophy.
Other Fiscal Year 2023 Compensation Actions
Supplemental Equity Awards. In June 2022, the CLDC discussed the impact of the broader market uncertainty for the software and technology sectors, the significant decline in the stock price for Atlassian within a six-month period, and the reduced unvested equity holdings for the entire organization (including the NEOs) to understand the talent retention risks at a critical point in time for the business. In September 2022, the CLDC approved a one-time supplemental equity award for the highest impacted employees (including Ms. Bharadwaj and Mr. Deatsch) which was designed to reinforce equity holdings and maintain stability during a period of uncertainty.
The CLDC granted these equity awards across all levels, including Ms. Bharadwaj and Mr. Deatsch. The Co-CEOs did not receive supplemental equity awards. For affected executives, the awards were determined by examining both (a) the aggregate lost value in unvested equity holdings and (b) the resulting current value of retention power for each executive. The vesting schedules for these supplemental equity awards matched the vesting schedules of awards granted during fiscal year 2022 that suffered value loss.
Ms. Bharadwaj received a supplemental equity award with an initial grant value of $2.04 million while Mr. Deatsch received a supplemental equity award with an initial grant value of $2.55 million. Messrs. Binz and Rajan did not receive additional equity awards due to the timing of their new-hire awards.
Compensation Action for Mr. Binz. In September 2022, upon the appointment of Mr. Binz as Chief Financial Officer, the CLDC approved a one-time new-hire equity award with an initial grant value of $16 million as part of his overall compensation package. This grant vests over four years with the first vesting date occurring six months after the grant and then quarterly thereafter.
The award was designed to align Mr. Binz’s interests with those of our stockholders, promote long-term value creation, and recognize the skills and past experience that he brings to Atlassian. The CLDC, its consultants and the company’s compensation team conducted a thorough analysis to ensure that the equity award was competitive against our peer companies, and aligned with our compensation philosophy. When calibrating the magnitude of the award, the CLDC considered several factors including the ongoing competitive target long term equity grant value for chief financial officers in our peer group, and that Mr. Binz would not be eligible for the next annual equity award until September 2023.
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46 | Executive Compensation | ||||
Compensation Actions for Ms. Bharadwaj. In November 2022, the CLDC engaged in discussions about the scope, criticality, and impact of Ms. Bharadwaj’s role and contributions (at the time, as our Chief Operating Officer) to Atlassian. The CLDC evaluated Ms. Bharadwaj’s compensation to ensure her continued service as we embarked on a company-wide goal to achieve greater cloud revenue growth.
In December 2022, after evaluating Ms. Bharadwaj’s expected go-forward contributions and relative unvested equity holdings, and in light of Ms. Bharadwaj’s increased scope and role driving critical cross-functional strategic priorities and increased job responsibilities, the CLDC granted Ms. Bharadwaj additional RSUs with an initial grant value of $3.6 million. The award vests in equal quarterly installments over four years.
In February 2023, as part of Atlassian’s organizational rebalancing, Ms. Bharadwaj was promoted to President. To recognize Ms. Bharadwaj’s expanded role, in April 2023, the CLDC granted Ms. Bharadwaj additional RSUs with an initial grant value of $14 million. The award vests in equal quarterly installments over four years. The CLDC determined this equity award included both a role expansion component as well as the equivalent to Ms. Bharadwaj’s fiscal year 2024 annual equity award, which typically would be granted in September 2023 (i.e., Ms. Bharadwaj will not be eligible to receive her next annual equity award until the beginning of fiscal year 2025).
Additionally, as part of the evaluation of Ms. Bharadwaj’s compensation, the CLDC increased her base salary by 14% from $525,000 to $600,000 effective April 1, 2023.
These changes were intended to promote her continued engagement during Atlassian’s strategic rebalancing, and to ensure that realized pay is heavily aligned with stockholders’ interests through the creation of stockholder value.
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Executive Compensation | 47 | ||||
Perquisites, Benefits, and Other Compensation and Governance Policies
Health/Welfare Plans
Our executive officers are eligible to participate in all of our employee benefit plans, including our medical, dental, life, and disability insurance plans, to the same extent as other employees generally in the jurisdiction each executive officer resides. For Messrs. Cannon-Brookes and Farquhar, as required by Australian law, we pay statutorily required amounts into an Australian “superannuation” retirement fund on their behalf.
401(k) Plan
We maintain a 401(k) Plan that provides all regular U.S. employees, including U.S. executive officers, with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) Plan, participants may elect to defer a portion of their eligible compensation on a pre-tax, Roth after-tax, and voluntary after-tax basis and have it contributed to the 401(k) Plan subject to applicable annual limits set forth in the Internal Revenue Code of 1986, as amended (the “Code”). The 401(k) Plan allows for matching contributions to be made by us. Currently, we make a safe harbor match based on the participant's pre-tax and Roth after-tax contributions up to a maximum of four percent of the participant's base salary, bonus, and commissions paid during the applicable contribution period, subject to statutory limits. Employee elective deferrals and safe harbor matching contributions are 100% vested at all times.
Severance Benefits
Our executive officers, excluding our Co-CEOs, participate in the Atlassian Corporation Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides for a severance payment equal to six months or nine months of base salary, depending upon the level of the executive officers, upon termination by us without "cause" (as defined in the Executive Severance Plan) or a resignation by the executive officer for "good reason" (as defined in the Executive Severance Plan) or, following a "change in control" (as defined in the Executive Severance Plan), a severance payment equal to twelve months of base salary, plus 100% of the covered executive’s annual target bonus in effect immediately prior to the “date of termination” (as defined in the Executive Severance Plan). In addition, upon such a qualifying termination of employment within 12 months following a "change in control" in which outstanding equity awards of Atlassian will be assumed, continued, or substituted by the successor entity, an executive officer will generally receive 100% (or such lower percentage as may be determined by our Board or the CLDC) accelerated vesting of all unvested and outstanding equity awards held by such executive officer at such time; provided, that any equity awards subject to performance conditions will be deemed satisfied at the target levels specified in the applicable award agreements. Notwithstanding the foregoing, if the outstanding equity awards of Atlassian will not be assumed, continued or substituted by the successor entity in connection with the change in control, then each executive officer will receive accelerated vesting of all unvested and outstanding equity awards held by such executive officer at such time; provided, that any equity awards subject to performance conditions will be deemed satisfied at the target levels specified in the applicable award agreements.
Information on the estimated payments and benefits that our NEOs would have been eligible to receive as of June 30, 2023, is set forth in the subsection titled “Potential Payments Upon Termination or Change in Control” below.
Company Policies Regarding Hedging and Pledging
No executive officers, members of the Board, employees, consultants or independent contractors may directly or indirectly engage in transactions intended to hedge or offset any change in value of Atlassian stock owned by them, including pledging of Atlassian stock as collateral for a loan, unless approved by the Audit Committee. If a transaction is permitted, the executive officer remains subject to all other restrictions related to Atlassian’s Insider Trading and Disclosure Policy and Stock Ownership Policy (as defined below).
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48 | Executive Compensation | ||||
Stock Ownership Policy
Atlassian adopted an equity ownership requirements policy, effective July 1, 2023 and applicable to all senior executives including our NEOs (the “Stock Ownership Policy”). The Stock Ownership Policy was designed to closely align the interests of our executives with those of our stockholders. Executives must retain 20% of shares remaining at the time of the vesting of RSUs, after payment of any applicable tax withholding, for a period of seven years from each vesting event. The Stock Ownership Policy does not enforce a lot-by-lot requirement on shares vested, so executives can satisfy the requirements by holding the equivalent number of shares from unrelated vesting events. All equity awards are included under the scope of this policy, except for new-hire awards. All executives subject to the policy met the stock ownership guidelines and holding requirements.
The Stock Ownership Policy also includes a post-termination ownership requirement. In the event of employment termination, 50% of the shares subject to the holding requirements will be released after one year, and the remaining 50% of the shares subject to the holding requirements will be released on the two-year anniversary of termination.
Clawback Policy
Atlassian adopted a Compensation Recovery Policy (the “Clawback Policy”) that meets the requirements of SEC and Nasdaq rules prior to the effectiveness of the rules in December 2023. The Clawback Policy applies to our Section 16 officers. The Clawback Policy requires the return of any erroneously awarded “Incentive Compensation” (as defined in the Clawback Policy) that was received during the three completed fiscal years preceding the date that the Board or a committee of the Board concludes, or reasonably should have concluded, that Atlassian is required to restate its financial statements, or if earlier, the date on which a court, regulator or other legally authorized body directs Atlassian to make such a restatement. Atlassian will seek to recover any additional amount of compensation actually paid over the amount that would have been paid following recalculation based on the restated financial statements.
Tax and Accounting Considerations
As a general matter, the CLDC reviews and considers the various tax and accounting implications of the compensation programs we utilize.
Section 409A of the Code
Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. Although we do not maintain a traditional non-qualified deferred compensation plan for our executive officers, Section 409A of the Code does apply to certain severance arrangements, bonus arrangements and equity awards, and we have structured all such arrangements and awards in a manner to either avoid or comply with the applicable requirements of Section 409A of the Code.
Accounting for Stock-Based Compensation
We follow ASC Topic 718 for our stock-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all stock-based awards made to employees and directors, including stock options and RSUs, based on the grant-date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards.
Compensation Risk Assessment
We conduct an annual review of our compensation programs to assess whether our policies, program designs, or practices create any material adverse effect on Atlassian. The results of this analysis concluded that our compensation practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on Atlassian. The assessment and our findings were reviewed by Semler Brossy, the independent consultant of the CLDC, and discussed with the CLDC.
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Executive Compensation | 49 | ||||
Report of the Compensation and Leadership Development Committee
The CLDC has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the CLDC recommended to our Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended on June 30, 2023.
THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE
Sasan Goodarzi (Chair)
Shona L. Brown
Jay Parikh
Shona L. Brown
Jay Parikh
The material in this report is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
2023 Proxy Statement | |||||
50 | Executive Compensation | ||||
Executive Compensation Tables
Fiscal Year 2023 Summary Compensation Table
The following table sets forth information regarding the compensation paid to, or earned by our NEOs for the fiscal year ended June 30, 2023.
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||||||||||||||||
Michael Cannon-Brookes Co-Founder & Co-CEO | 2023 | 49,442 | — | — | — | 5,667 | 55,109 | |||||||||||||||||||||||||||||||||||||
Scott Farquhar Co-Founder & Co-CEO | 2023 | 49,442 | — | — | — | 5,667 | 55,109 | |||||||||||||||||||||||||||||||||||||
Joseph Binz(4) Chief Financial Officer | 2023 | 452,083 | — | 13,995,130 | 122,530 | 13,583 | 14,583,327 | |||||||||||||||||||||||||||||||||||||
Anu Bharadwaj(5) President | 2023 | 543,750 | — | 27,483,145 | 147,370 | 10,525 | 28,184,790 | |||||||||||||||||||||||||||||||||||||
Cameron Deatsch Chief Revenue Officer | 2023 | 525,000 | — | 10,298,692 | 142,290 | 13,216 | 10,979,199 | |||||||||||||||||||||||||||||||||||||
Rajeev B. Rajan(6) Chief Technology Officer | 2023 | 543,750 | — | — | 147,370 | 12,304 | 703,424 | |||||||||||||||||||||||||||||||||||||
(1)Messrs. Cannon-Brookes and Farquhar are paid in Australian dollars, which have been converted into US dollars using a monthly average exchange rate for fiscal year 2023 of USD $1.00 to AUD $1.51. Effective July 1, 2019, Messrs. Cannon-Brookes and Farquhar each opted to reduce their salaries to AUD $74,653 (or USD $49,442 for fiscal year 2023).
(2)The amounts reported in this column represent the aggregate grant date fair value of RSUs calculated in accordance with ASC 718. The grant date fair value of RSUs was calculated by multiplying the closing trading price of our Class A Common Stock on the date of grant times the number of RSUs.
(3)Generally consists of company-wide programs including 401(k) match in the amount of $12,833 for Mr. Binz, $8,950 for Ms. Bharadwaj, $12,200 for Mr. Deatsch, and $11,000 for Mr. Rajan. Other programs included are superannuation contributions, remote work allowance, recognition program, and wellness allowance.
(4)Mr. Binz was hired in September 2022; his salary reflects a partial year worked. Mr. Binz was ineligible for an annual performance-based equity compensation award due to the timing of his employment start date.
(5)Ms. Bharadwaj’s salary reflects the prorated amounts as a result of her role expansion to President. Her stock awards reflect her annual performance-based equity compensation award, a retention award granted in December 2022, and her fiscal year 2024 equity award which was granted in fiscal year 2023 following an assessment of her role and scope and increased responsibilities. For details on Ms. Bharadwaj’s stock awards compensation please see “Other Fiscal Year 2023 Compensation Matters.”
(6)Mr. Rajan was ineligible for an annual performance-based equity compensation award due to the timing of his employment start date.
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Fiscal Year 2023 Grants of Plan-Based Awards Table
The following table provides information on the equity grants awarded to our NEOs in fiscal year 2023 and estimated payouts under our non-equity incentive plan.
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | ||||||||||||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | ||||||||||||||||||||||||||||||||||
| Michael Cannon-Brookes | ||||||||||||||||||||||||||||||||||||||
| Annual Incentive Program | — | — | — | |||||||||||||||||||||||||||||||||||
| Scott Farquhar | ||||||||||||||||||||||||||||||||||||||
| Annual Incentive Program | — | — | — | |||||||||||||||||||||||||||||||||||
Joseph Binz(4) | ||||||||||||||||||||||||||||||||||||||
| Annual Incentive Program | 108,500 | 271,250 | 434,000 | |||||||||||||||||||||||||||||||||||
New-Hire Grant | 10/15/22 | 68,379 | 13,995,130 | |||||||||||||||||||||||||||||||||||
Anu Bharadwaj(5) | ||||||||||||||||||||||||||||||||||||||
| Annual Incentive Program | 130,500 | 326,250 | 522,000 | |||||||||||||||||||||||||||||||||||
| Annual Grant | 9/15/22 | 26,762 | 6,767,842 | |||||||||||||||||||||||||||||||||||
| Supplemental Equity Award | 9/15/22 | 7,805 | 1,973,806 | |||||||||||||||||||||||||||||||||||
| Retention Grant | 12/15/22 | 30,000 | 4,386,900 | |||||||||||||||||||||||||||||||||||
| Role Expansion Grant | 4/15/23 | 86,719 | 14,354,596 | |||||||||||||||||||||||||||||||||||
Cameron Deatsch(6) | ||||||||||||||||||||||||||||||||||||||
| Annual Incentive Program | 126,000 | 315,000 | 504,000 | |||||||||||||||||||||||||||||||||||
| Annual Grant | 9/15/22 | 30,968 | 7,831,498 | |||||||||||||||||||||||||||||||||||
| Supplemental Equity Award | 9/15/22 | 9,756 | 2,467,195 | |||||||||||||||||||||||||||||||||||
Rajeev B. Rajan(7) | ||||||||||||||||||||||||||||||||||||||
| Annual Incentive Program | 130,500 | 326,250 | 522,000 | |||||||||||||||||||||||||||||||||||
(1)Constitutes threshold, target and the maximum amount payable under our annual cash incentive bonus program. Messrs. Farquhar and Cannon-Brookes were not eligible to participate in our annual cash incentive bonus program for fiscal year 2023.
(2)Unless specified otherwise, constitute equity awards in the form of RSUs that vest in equal quarterly installments over four years. All vest events occur on a quarterly schedule during the months of February, May, August, and November.
(3)The amounts reported in this column represent the aggregate grant date fair value of RSUs calculated in accordance with ASC 718. The grant date fair value of RSUs was calculated by multiplying the closing trading price of our Class A Common Stock on the date of grant times the number of RSUs.
(4)Mr. Binz’s new-hire equity award vests over four years, with 12.5% of the RSUs vesting on the first quarterly vest date and the balance vesting in equal quarterly installments over the remaining period. Mr. Binz was ineligible for an annual performance-based equity compensation award due to the timing of his employment start date.
(5)Ms. Bharadwaj’s supplemental equity award vests over four years, with 18.75% of the RSUs vesting on the first quarterly vest date and the balance vesting in equal quarterly installments over the remaining period. For additional details regarding Ms. Bharadwaj’s equity awards please refer to the “Other Fiscal Year 2023 Compensation Actions” section.
(6)Mr. Deatsch’s supplemental equity award vests over four years, with 18.75% on the first quarterly vest date and the balance vesting in equal quarterly installments over the remaining period.
(7)Mr. Rajan was ineligible for an annual performance-based equity compensation award due to the timing of his employment start date.
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Fiscal Year 2023 Year-End Outstanding Equity Awards Table
The following table provides information on the current holdings of unvested RSUs by our NEOs as of June 30, 2023. Our NEOs do not hold any stock options, so that portion of the table is omitted below.
| 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) | 55,558 | 9,323,188 | |||||||||||||||||
| Anu Bharadwaj | 1/15/20(3) | 2,329 | 390,829 | |||||||||||||||||
9/16/20(3) | 4,526 | 759,508 | ||||||||||||||||||
9/15/21(4) | 29,577 | 4,963,316 | ||||||||||||||||||
9/15/22(4) | 21,745 | 3,649,028 | ||||||||||||||||||
9/15/22(5) | 5,366 | 900,468 | ||||||||||||||||||
12/15/22(4) | 26,250 | 4,405,013 | ||||||||||||||||||
4/15/234) | 81,300 | 13,642,953 | ||||||||||||||||||
Cameron Deatsch | 7/15/19(3) | 774 | 129,885 | |||||||||||||||||
11/15/19(3) | 1,024 | 171,837 | ||||||||||||||||||
7/15/20(3) | 8,800 | 1,476,728 | ||||||||||||||||||
4/15/21(4) | 11,135 | 1,868,564 | ||||||||||||||||||
9/15/21(4) | 37,957 | 6,369,564 | ||||||||||||||||||
9/15/22(4) | 25,162 | 4,222,435 | ||||||||||||||||||
9/15/22(5) | 6,708 | 1,125,669 | ||||||||||||||||||
| Rajeev B. Rajan | 6/15/22(4) | 90,513 | 15,188,987 | |||||||||||||||||
(1)Market value calculated based on $167.81, the closing trading price of our Class A Common Stock on June 30, 2023.
(2)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 12.5% cliff vesting after six months, followed by 6.25% quarterly vesting for 14 additional quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.
(3)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 25% cliff vesting after 12 months, followed by 6.25% quarterly vesting for 12 additional quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.
(4)RSUs vest on the closest quarterly vesting dates after the date of grant according to the following schedule: 6.25% quarterly vesting for 16 additional quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.
(5)Supplemental Equity Award RSUs vest on the closest quarterly vesting dates after the date of the grant according to the following schedule: 18.75% cliff vesting in the first quarter, followed by 6.25% quarterly vesting for 13 additional quarters, subject to continued employment at each such date. All vest events occur on a quarterly schedule during the months of February, May, August, and November.
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Fiscal Year 2023 Option Exercises and Stock Vested Table
The following table shows the vesting of RSUs for each of our NEOs during fiscal year 2023, including the value realized on vesting. Our NEOs do not hold any options, so that portion of the table is omitted below.
| Stock Awards | ||||||||
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||
| Michael Cannon-Brookes | — | — | ||||||
| Scott Farquhar | — | — | ||||||
| Joseph Binz | 12,821 | 2,073,576 | ||||||
| Anu Bharadwaj | 38,378 | 6,359,991 | ||||||
| Cameron Deatsch | 43,474 | 7,547,416 | ||||||
| Rajeev B. Rajan | 30,171 | 5,421,399 | ||||||
(1)Amount reported calculated by multiplying the closing trading price of our Class A Common Stock on the date of vest by the number of RSUs vesting.
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Potential Payments Upon Termination or
Change in Control
Change in Control
The Board has adopted the Amended and Restated Executive Severance Plan, as may be amended from time to time (the “Severance Plan”), that provides for the payment of severance benefits for certain of our executives (each a “Covered Executive”), including each of our named executive officers other than Messrs. Farquhar and Cannon-Brookes, in connection with a termination of employment effected by us for other than cause, death or disability or a resignation by the executive for good reason, in each case, as defined in the Severance Plan. The payments of all amounts are subject to the execution of a release by the Covered Executive. The potential payments are shown in the below table and are summarized as follows:
Termination within Three Months Prior to or 12 Months After a Change in Control (a “Change in Control Period”)
•Base Salary Continuation. Covered Executive receives a cash amount equal to 12 months of the Covered Executive’s Base Salary.
•Annual Bonus. Covered Executive receives one hundred percent (100%) of the Covered Executive’s annual target bonus in effect immediately prior to the date of termination (or the Covered Executive’s target bonus in effect immediately prior to the change in control, if higher).
•Pro-rated Annual Bonus. Covered Executive receives a prorated portion of the Covered Executive’s annual target bonus in effect immediately prior to the date of termination.
•Benefit Premium Continuation. If the Covered Executive was participating in Atlassian’s group health plan immediately prior to the date of termination and elects COBRA health continuation, Covered Executive receives a monthly cash payment equal to the monthly employer contribution that Atlassian would have made to provide health insurance for (i) 12 months or (ii) the Covered Executive’s applicable COBRA health continuation period, whichever ends earlier.
•Equity Acceleration. If Atlassian equity awards are being assumed or substituted by the successor entity in the change in control, one hundred percent (100)% of the outstanding and unvested equity awards held by the Covered Executive immediately becomes fully exercisable and vested as of the date of the Covered Executive’s date of termination or change in control (if later). If Atlassian equity awards are not being assumed or substituted by the successor entity in the change in control, then all equity awards held by the Covered Executive become fully vested and exercisable immediately prior to the consummation of the change in control.
2023 Proxy Statement | |||||
Executive Compensation | 55 | ||||
Termination Outside of a Change in Control Period
•Base Salary Continuation. Covered Executive receives a cash amount equal to nine months or six months of the Covered Executive’s Base Salary, depending on the Covered Executive’s job level (all NEOs, other than Messrs. Farquhar and Cannon-Brookes, are entitled to nine months of Base Salary continuation).
•Benefit Premium Continuation. If the Covered Executive was participating in Atlassian’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, Covered Executive receives a monthly cash payment equal to the monthly employer contribution that Atlassian would have made to provide health insurance for (i) six months or (ii) the Covered Executive’s applicable COBRA health continuation period, whichever ends earlier.
Qualifying Termination During a Change in Control Period(1) | Qualifying Termination Outside of a Change in Control Period(2) | ||||||||||||||||||||||||||||
| Name | Cash Severance ($) | COBRA Continuation ($)(3) | Equity Acceleration ($)(4) | Total ($) | Cash Severance ($) | COBRA Continuation ($) | Equity Acceleration ($) | Total ($) | |||||||||||||||||||||
Michael Cannon-Brookes(5) | — | — | — | — | — | — | — | — | |||||||||||||||||||||
Scott Farquhar(5) | — | — | — | — | — | — | — | — | |||||||||||||||||||||
Joseph Binz | 723,333 | 27,230 | 9,323,188 | 10,073,751 | 339,063 | 13,615 | — | 352,677 | |||||||||||||||||||||
Anu Bharadwaj | 870,000 | 8,772 | 28,711,116 | 29,589,888 | 407,813 | 4,386 | — | 412,198 | |||||||||||||||||||||
Cameron Deatsch | 840,000 | 27,230 | 15,364,684 | 16,231,913 | 393,750 | 13,615 | — | 407,365 | |||||||||||||||||||||
Rajeev B. Rajan | 870,000 | 27,230 | 15,188,987 | 16,086,216 | 407,813 | 13,615 | — | 421,427 | |||||||||||||||||||||
(1)Amounts reported assume a change in control on June 30, 2023 and a qualifying termination of employment as of the same date.
(2)Amounts reported assume a qualifying termination of employment as of June 30, 2023, outside of a Change in Control Period.
(3)COBRA Continuation amount calculated based on COBRA premiums in effect as of June 30, 2023, and health coverage levels in effect as of the same date.
(4)Amount reported calculated by multiplying $167.81, the closing trading price of our Class A Common Stock on June 30, 2023, by the number of RSUs held by the NEO as of the same date.
(5)Messrs. Farquhar and Cannon-Brookes are not eligible to participate in the Severance Plan.
2023 Proxy Statement | |||||
56 | Executive Compensation | ||||
CEO Pay Ratio
The fiscal year 2023 total compensation of the median employee, based on the compensation of all employees who were employed as of June 30, 2023, other than our Co-CEOs, was $200,582. Scott Farquhar’s fiscal year 2023 annual total compensation was $55,109 and Michael Cannon-Brookes’s fiscal year 2023 annual total compensation was $55,109. The ratio of each of our Co-CEOs’ fiscal year 2023 pay to that of our median employee was approximately 0.27 to 1.
To identify the median employee, we used the following methodology and estimates, consistent with all applicable SEC rules:
•We selected June 30, 2023 as the date upon which we would identify the “median employee.”
•As of this date, we considered a total of 11,248 full- and part-time employees (other than our Co-CEOs).
•For purposes of determining our median employee we used target annual base salary, target cash incentive bonus, and grant date fair market value of awards granted to our employees, in each case, for the fiscal year ended June 30, 2023, to calculate our consistently applied compensation measure. We annualized wages and salaries for employees that were not employed for the full year.
•Once we identified the median employee, we calculated the annual total compensation for the median employee according to the methodology used to report the annual compensation of our NEOs in the Summary Compensation Table.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our other NEOs (“Non-PEO NEOs”) and our performance for the fiscal year listed below. For further information regarding our pay-for-performance philosophy refer to “Compensation Discussion and Analysis.” The CLDC did not consider the pay versus performance disclosure below as a determining factor for the pay decisions in fiscal year 2023.
| Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||
| Year | Summary Compensation Table Total ($) | Compensation Actually Paid ($) | Total Stockholder Return(1) | Peer Group Total Stockholder Return(2) | GAAP Net Loss (in millions) ($) | Cloud Revenue (in millions) ($)(3) | ||||||||||||||||||||
| 2023 | Mr. Cannon-Brookes (PEO)(4) | $ | $ | $ | $ | -$ | $ | |||||||||||||||||||
Mr. Farquhar (PEO)(4) | $ | $ | ||||||||||||||||||||||||
| Non-PEO NEOs | $ | $ | ||||||||||||||||||||||||
(1)Represents the total stockholder return for the period between July 1, 2022 and June 30, 2023.
(2)The peer group total stockholder return in this table utilizes the S&P 500 System Software Sub Industry Index which we also include in the stock performance graph required in our Annual Report on Form 10-K for fiscal year 2023.
(3)Cloud revenue is equal to cloud revenue as reported in the audited financial statements included in our Annual Report on Form 10-K for fiscal year 2023, plus fees received for sales of third-party cloud apps in the Atlassian Marketplace.
(4)Messrs. Cannon-Brookes and Farquhar are paid in Australian dollars, which have been converted into U.S. dollars using a monthly average exchange rate for fiscal year 2023 of USD $1.00 to AUD $1.51. Messrs. Cannon-Brookes and Farquhar do not receive stock awards as part of their compensation, and they do not participate in the annual incentive bonus program.
2023 Proxy Statement | |||||
Executive Compensation | 57 | ||||
Fiscal Year 2023 Compensation Actually Paid | Mr. Cannon-Brookes (PEO) | Mr. Farquhar (PEO) | Non-PEO NEOs(1) | |||||||||||||||||
| Summary Compensation Table Total | $ | $ | $ | |||||||||||||||||
Less - Grant date fair value of awards granted during the fiscal year | $ | |||||||||||||||||||
Plus - Fair value of awards granted during the fiscal year at vest (if vested) or at year-end (if unvested) | $ | |||||||||||||||||||
Plus - Change in fair value of awards granted prior to the fiscal year (2) | -$ | |||||||||||||||||||
| Compensation Actually Paid | $ | $ | $ | |||||||||||||||||
(1)All amounts included in this column represent the average for all Non-PEO NEOs.
(2)Calculated as fair value at the earlier of vesting date or last day of the fiscal year minus the fair value on the last day of the prior fiscal year.
Pay Versus Performance Tabular List
We believe that cloud revenue represents the most important financial performance measure used by us to link compensation actually paid to our NEOs for the fiscal year ended June 30, 2023 to our performance.
Analysis of the Information Presented in the Pay Versus
Performance Table
Performance Table
As indicated in the “Compensation Discussion and Analysis,” Atlassian’s executive compensation programs utilize cloud revenue to align company performance with pay outcomes. Other metrics included in the Pay Versus Performance table are not determining factors for pay outcomes. In accordance with Item 402(v) of Regulation S-K of the Exchange Act, Atlassian is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
2023 Proxy Statement | |||||
58 | |||||
Report of the Audit Committee of the Board
The Audit Committee oversees Atlassian’s financial reporting process and internal control structure on behalf of the Board. Management is responsible for the preparation, presentation, and integrity of the financial statements and the effectiveness of Atlassian’s internal control over financial reporting. Atlassian’s independent auditors are responsible for expressing an opinion as to the conformity of Atlassian’s consolidated financial statements with generally accepted accounting principles and as to the effectiveness of Atlassian’s internal control over financial reporting.
In performing its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended June 30, 2023 with management of Atlassian.
The Audit Committee has discussed with Ernst & Young LLP, our independent registered public accounting firm, the matters required to be discussed with the Audit Committee under the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, for filing with the SEC.
THE AUDIT COMMITTEE
Steven Sordello (Chair)
Heather M. Fernandez
Enrique Salem
Michelle Zatlyn
The material in this report is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall the material in this section be deemed to be “soliciting material” or incorporated by reference in any registration statement or other document filed with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
2023 Proxy Statement | |||||
59 | |||||
Proposals To Be Voted On
2023 Proxy Statement | |||||
60 | Proposals To Be Voted On | ||||
| Proposal 1 – Election of Directors | ||
The Board has nominated directors 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 be elected to serve on the Board until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected.
It is intended that proxies will be voted, unless otherwise indicated, for the election of the nominees as directors to the Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, subject to earlier death, resignation or removal. Although the Board has no reason to believe that any nominee will be unable or, for good cause, unwilling to serve as a director as of the Annual Meeting, if such an event should occur, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, it is intended that the proxies will be voted for the election of such other person.
If a nominee does not receive more votes in favor than votes against their election, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, in accordance with our Corporate Governance Guidelines, an incumbent director who fails to receive a majority of votes cast in favor of their re-election in an uncontested election is expected to tender their resignation. The Nominating Committee will then promptly recommend to the Board whether to accept or refuse the director’s resignation, or whether other action should be taken. The Board will act on the recommendation of the Nominating Committee and will publicly disclose its decision within 90 days from the date of the certification of the election results.
For more information on the director nominees, please see the section entitled “Directors and Corporate Governance—Biographies” above.
Vote Required and the Atlassian Board Recommendation
Atlassian has implemented majority voting in uncontested elections of directors. Accordingly, each director must receive the affirmative vote of a majority of the voting power of shares of Class A Common Stock and Class B Common Stock present or represented by proxy at the Annual Meeting and voting either “for” or “against,” as a single class. Unless marked to the contrary, proxies received will be voted FOR the election of each of the director nominees.
THE ATLASSIAN BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE. | |||||
2023 Proxy Statement | |||||
Proposals To Be Voted On | 61 | ||||
Proposal 2 – Ratification of Appointment of Independent Auditor | ||
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2024. The Board recommends that stockholders vote for ratification of such appointment. Stockholder ratification of the appointment of Ernst & Young LLP as Atlassian’s independent registered public accounting firm is not required by law or our Bylaws. However, we are seeking stockholder ratification as a matter of good corporate practice. In the event of a negative vote on such ratification, the Board will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our stockholders’ best interests.
We expect representatives of Ernst & Young LLP to attend the Annual Meeting virtually and be available to respond to appropriate questions. They will also have the opportunity to make a statement if they desire to do so.
Fees Paid to Auditors
The following table shows fees that we paid (or accrued) for professional services rendered by Ernst & Young LLP for fiscal year 2023 and fiscal year 2022.
| 2023 | 2022 | |||||||
| (in thousands) | ||||||||
Audit fees(1) | $6,155 | $3,640 | ||||||
Audit-related fees(2) | 180 | 2,088 | ||||||
Tax fees(3) | 50 | — | ||||||
Other fees(4) | 9 | 11 | ||||||
Total | $6,394 | $5,739 | ||||||
(1) Audit Fees consist of fees incurred for professional services rendered for the integrated audit of our annual consolidated financial statements, review of the quarterly consolidated financial statements and foreign statutory audits and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements. Audit fees also include accounting consultations, research related to the integrated audit, and, for fiscal year 2023, services provided in relation to audit of IFRS to U.S. GAAP differences.
(2)Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Atlassian’s consolidated financial statements and are not reported under “Audit Fees.” This primarily consists of fees for service organization control audits and, for fiscal year 2022, services provided in relation to assessments of IFRS to U.S. GAAP differences.
(3)Tax fees relate to assistance with tax compliance, tax planning and various tax advisory services. There were no tax related services provided during fiscal year 2022.
(4)Other fees are any additional amounts for products and services provided by the principal accountants.
Pre-Approval of Audit and Non-Audit Services
Our Audit Committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit Committee pre-approves annually all audit services, audit-related services, tax services and other services as described above, that may be performed by our independent accountants. All of the audit and non-audit services provided by our principal accountants have been pre-approved by our Audit Committee.
Vote Required and the Atlassian Board Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting power of Class A Common Stock and Class B Common Stock present or represented by proxy at the Annual Meeting and voting either “for” or “against,” as a single class. Unless marked to the contrary, proxies received will be voted FOR ratification of the appointment of Ernst & Young LLP.
THE ATLASSIAN BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | |||||
2023 Proxy Statement | |||||
62 | Proposals To Be Voted On | ||||
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation | ||
In accordance with the requirements of Section 14A of the Exchange Act, we are asking our stockholders to cast an advisory vote to approve the compensation of our NEOs during fiscal year 2023 as disclosed in this Proxy Statement. This Proposal gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program.
We are guided by our mission of unleashing the potential of every team. As described in detail under the heading “Compensation Discussion and Analysis,” we view a talented executive team at the center of enabling the long-term success of Atlassian’s mission. Our current executive compensation programs and philosophy are designed to attract, motivate, and retain top executive talent within a highly competitive technology labor market. Under these programs, our Co-Founders & Co-CEOs receive a level of compensation that is substantially lower than CEOs at many peer companies due to their considerable pre-existing Atlassian equity holdings, tying their compensation directly to the performance of our business and stock price. Further, we deliver the vast majority of our other NEO’s compensation in the form of equity, which features a multi-year vesting period, and we prioritize ensuring these NEOs have a meaningful equity stake in Atlassian to further align their long-term wealth creation with that of our stockholders.
Please read the “Compensation Discussion and Analysis,” the executive compensation tables, and the narrative disclosures that accompany the executive compensation tables for additional details about our executive compensation program, including information about the fiscal year 2023 compensation of our NEOs.
We request stockholder approval of the fiscal year 2023 compensation of our NEOs as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs and the compensation philosophy, policies and practices described in this Proxy Statement.
Accordingly, we ask that you vote FOR the following resolution:
“RESOLVED, that the stockholders of Atlassian approve, on an advisory basis, the compensation of our NEOs, as disclosed in Atlassian’s Proxy Statement for the 2023 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Fiscal Year 2023 Summary Compensation Table and the other executive compensation tables and narrative disclosure within such Proxy Statement.”
Vote Required and the Atlassian Board Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting power of Class A Common Stock and Class B Common Stock present or represented by proxy at the Annual Meeting and voting either “for” or “against,” as a single class. Unless marked to the contrary, proxies received will be voted FOR the approval of the above resolution.
As an advisory vote, the outcome of the vote on this Proposal is not binding. However, our CLDC, which is responsible for designing and administering our executive compensation program, values the opinions expressed by our stockholders and will consider the outcome of this vote when making future executive compensation decisions.
Although the CLDC will consider the outcome of the stockholders’ advisory vote regarding the frequency of votes to approve NEO compensation in Proposal 4, we expect the next advisory vote will occur at the 2024 annual meeting of stockholders.
THE ATLASSIAN BOARD RECOMMENDS A VOTE FOR APPROVING ON AN ADVISORY BASIS THE COMPENSATION OF OUR NEOs. | |||||
2023 Proxy Statement | |||||
Proposals To Be Voted On | 63 | ||||
Proposal 4 – Advisory Vote on the Frequency of Holding Future Advisory Votes to Approve Named Executive Officer Compensation | ||
In accordance with the requirements of Section 14A of the Exchange Act, we are asking our stockholders to cast an advisory vote on the frequency of holding future advisory votes to approve NEO compensation. Stockholders may specify whether they prefer such votes to occur every one year, every two years or every three years, or they may abstain from voting.
Our Board believes that advisory votes to approve NEO compensation should be conducted every year, so that our stockholders may provide us with their direct input on our compensation philosophy, policies and practices, as disclosed in our proxy statement each year. Our Board’s determination was based upon the premise that compensation of our non-CEO NEOs is evaluated, adjusted and approved on an annual basis by the CLDC and that the measures that are used in determining performance-based cash incentive award achievements are annual measures.
Stockholders may cast their advisory vote to conduct advisory votes on NEO compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”
Vote Required and the Atlassian Board Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting power of Class A Common Stock and Class B Common Stock present or represented by proxy at the Annual Meeting and voting for any of “1 Year,” “2 Years,” or “3 Years,” as a single class. Unless marked to the contrary, proxies received will be voted for 1 YEAR. If no frequency receives a majority, then the Board will consider the option that receives the highest number of votes cast to be the frequency recommended by stockholders.
As an advisory vote, the outcome of the vote on this Proposal is not binding. However, our CLDC values the opinions expressed by our stockholders and will consider the outcome of this vote when making a decision regarding the frequency of conducting advisory votes on NEO compensation.
THE ATLASSIAN BOARD RECOMMENDS HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NEOs EVERY 1 YEAR. | |||||
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64 | |||||
Stock Ownership Information
Security Ownership Table
The following table sets forth, as of September 30, 2023, except as indicated by footnotes below, certain information regarding beneficial ownership of our common stock by:
•all those known by us to be beneficial owners of more than five percent of the outstanding shares of our common stock;
•each of our directors and director nominees;
•each NEO; and
•all current directors and executive officers as a group.
This table is based on information provided to us or filed with the SEC by our directors and director nominees, executive officers and principal stockholders. Unless otherwise indicated in the footnotes below, and subject to community property laws where applicable, each of the named persons has sole voting and investment power with respect to the shares shown as beneficially owned.
Except as set forth below, the address of each stockholder listed in the following table is Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104. In accordance with SEC rules, applicable percentage ownership in the following table is based on 154,177,836 shares of Class A Common Stock and 104,085,737 shares of Class B Common Stock outstanding as of September 30, 2023. In accordance with SEC regulations, we also include (i) shares subject to options that are currently exercisable or will become exercisable within 60 days of September 30, 2023, and (ii) shares issuable upon settlement of RSUs that are vested but unreleased, or will become vested and settled within 60 days of September 30, 2023. Those shares are deemed to be outstanding and beneficially owned by the person holding such option or RSU for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
| Shares Beneficially Owned | ||||||||||||||||||||
| Class A | Class B | % of Total Voting Power(1) | ||||||||||||||||||
| Name of Beneficial Owner | Shares | % | Shares | % | ||||||||||||||||
| 5% Stockholders: | ||||||||||||||||||||
The Vanguard Group(2) | 13,536,164 | 8.78 | % | — | — | 1.13 | % | |||||||||||||
T. Rowe Price Associates, Inc.(3) | 11,741,191 | 7.62 | % | — | — | * | ||||||||||||||
WCM Investment Management, LLC(4) | 9,503,757 | 6.16 | % | — | — | * | ||||||||||||||
| NEOs and Directors: | ||||||||||||||||||||
Michael Cannon-Brookes(5) | — | — | 52,042,868 | 50.00 | % | 43.55 | % | |||||||||||||
Scott Farquhar(6) | — | — | 52,042,868 | 50.00 | % | 43.55 | % | |||||||||||||
Anu Bharadwaj(7) | 46,381 | * | — | — | * | |||||||||||||||
Joe Binz(8) | 22,620 | * | — | — | * | |||||||||||||||
Cameron Deatsch(9) | 27,533 | * | — | — | * | |||||||||||||||
Rajeev Rajan(10) | 24,797 | * | — | — | * | |||||||||||||||
Shona L. Brown(11) | 32,695 | * | — | — | * | |||||||||||||||
Heather M. Fernandez(12) | 12,825 | * | — | — | * | |||||||||||||||
Jay Parikh(13) | 21,475 | * | — | — | * | |||||||||||||||
Enrique Salem(14) | 102,282 | * | — | — | * | |||||||||||||||
Steven Sordello(15) | 46,709 | * | — | — | * | |||||||||||||||
Sasan Goodarzi(16) | 12,809 | * | — | — | * | |||||||||||||||
Richard P. Wong(17) | 120,593 | * | — | — | * | |||||||||||||||
Michelle Zatlyn(18) | 882 | * | — | — | * | |||||||||||||||
All executive officers and directors as a group (14 persons)(19) | 471,601 | * | 104,085,736 | 100.00 | % | 87.13 | % | |||||||||||||
* Represents beneficial ownership of less than 1%
2023 Proxy Statement | |||||
Stock Ownership Information | 65 | ||||
(1)Percentage of total voting power represents voting power with respect to all shares of our Class A Common Stock and Class B Common Stock as a single class. Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share.
(2)Based on information reported by The Vanguard Group (“Vanguard”) on a Schedule 13G filed with the SEC on February 9, 2023. Of the shares of Class A Common Stock beneficially owned, Vanguard reported that it has sole dispositive power with respect to 13,310,706 shares, shared dispositive power with respect to 225,458, sole voting power with respect to no shares and shared voting power with respect to 57,010 shares. Vanguard listed its address as 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
(3)Based on information reported by T. Rowe Price Associates, Inc. (“T. Rowe Price”) on a Schedule 13G/A filed with the SEC on April 10, 2023. Of the shares of Class A Common Stock beneficially owned, T. Rowe Price reported that it has sole dispositive power with respect to 11,711,611 shares, shared dispositive power with respect to no shares, sole voting power with respect to 5,078,843 shares and shared voting power with respect to no shares. T. Rowe Price listed its address as 100 E. Pratt Street, Baltimore, Maryland 21202.
(4)Based on information reported by WCM Investment Management, LLC (“WCM”) on a Schedule 13G/A filed with the SEC on February 9, 2023. Of the shares of Class A Common Stock beneficially owned, WCM reported that it has sole dispositive power with respect to 9,503,757 shares, shared dispositive power with respect to no shares, sole voting power with respect to 9,503,757 shares and shared voting power with respect to no shares. WCM listed its address as 281 Brooks Street, Laguna Beach, California 92651.
(5)Consists of 52,042,868 shares of Class B Common Stock held of record by CBC Co Pty Limited as trustee for the Cannon-Brookes Head Trust.
(6)Consists of 52,042,868 shares of Class B Common Stock held of record by Skip Enterprises Pty Limited as trustee for the Farquhar Family Trust.
(7)Consists of (i) 31,958 shares of Class A Common Stock held of record by Ms. Bharadwaj and (ii) 14,423 RSUs that vest within 60 days of September 30, 2023.
(8)Consists of (i) 16,011 shares of Class A Common Stock held of record by Mr. Binz, including 5,000 shares of Class A Common Stock of which Mr. Binz has shared voting and dispositive power, and (ii) 6,609 RSUs that vest within 60 days of September 30, 2023.
(9)Consists of (i) 14,453 shares of Class A Common Stock held of record by Mr. Deatsch and (ii) 13,080 RSUs that vest within 60 days of September 30, 2023.
(10)Consists of (i) 13,895 shares of Class A Common Stock held of record by Mr. Rajan and (ii) 10,902 RSUs that vest within 60 days of September 30, 2023.
(11)Consists of 32,695 shares of Class A Common Stock held of record by Dr. Brown.
(12)Consists of 12,825 shares of Class A Common Stock held of record by Ms. Fernandez.
(13)Consists of 21,475 shares of Class A Common Stock held of record by Mr. Parikh.
(14)Consists of 102,282 shares of Class A Common Stock held of record by Mr. Salem.
(15)Consists of 46,709 shares of Class A Common Stock held of record by Mr. Sordello.
(16)Consists of 12,809 shares of Class A Common Stock held of record by Mr. Goodarzi.
(17)Consists of 120,593 shares of Class A Common Stock held of record by Mr. Wong.
(18)Consists of 882 shares of Class A Common Stock held of record by Ms. Zatlyn.
(19)Consists of (i) 426,587 shares of Class A Common Stock, (ii) 104,085,736 shares of Class B Common Stock, and (iii) 45,014 RSUs that vest within 60 days of September 30, 2023.
Entities affiliated with two of our major stockholders, Michael Cannon-Brookes and Scott Farquhar, hold the majority of the outstanding shares of our Class B Common Stock. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of Atlassian.
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Equity Compensation Plan Information
The following table provides information as of June 30, 2023 with respect the shares of our Class A Common Stock that may be issued under our existing equity compensation plans.
| 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) | 9,569,484 | 0.6578(2) | 36,635,693(3) | ||||||||
| Total | 9,569,484 | 0.6578 | 36,635,693 | ||||||||
(1)Includes the following plans: our Amended and Restated 2015 Share Incentive Plan (the “2015 Plan”), and our Amended and Restated 2015 Employee Share Purchase Plan (“ESPP”).
(2)Excludes shares issuable upon vesting of outstanding RSUs as of June 30, 2023, since such shares have no exercise price.
(3)As of June 30, 2023, a total of 30,935,693 shares of our Class A Common Stock were reserved for issuance pursuant to the 2015 Plan. This number excludes the 7,622,133 shares that were added to the 2015 Plan as a result of the automatic annual increase on July 1, 2023. The 2015 Plan provides that the number of shares reserved and available for issuance under the 2015 Plan will automatically increase each July 1, beginning on July 1, 2016, by 5% of the outstanding number of shares of our Class A Common Stock on the immediately preceding June 30th or such lesser number of shares as determined by our CLDC. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of Class A Common Stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2015 Plan will be added back to the Class A Common Stock available for issuance under the 2015 Plan. As of June 30, 2023, a total of 5,700,000 of our shares of Class A Common Stock were available for future issuance pursuant to the ESPP. We may, but have not yet elected to, implement the ESPP. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each July 1, beginning on July 1, 2016, by the lesser of 2,850,000 shares of our Class A Common Stock, 1% of the outstanding number of shares of our Class A Common Stock on the immediately preceding June 30th, or a number of shares of our Class A Common Stock as determined by our CLDC. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.
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Information About the Meeting, Voting and Procedural Matters
General
The Board is soliciting your vote with this Proxy Statement and proxy card for the Annual Meeting, to be held on Wednesday, December 6, 2023 at 2:00 p.m. Pacific Time and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be a virtual meeting held exclusively via live audio webcast at www.virtualshareholdermeeting.com/TEAM2023. Our fiscal year 2023 Annual Report, including our financial statements for fiscal year 2023, is also enclosed or available online at the same website as this Proxy Statement. These proxy materials are first being made available to stockholders on October 18, 2023.
Stockholders Entitled to Vote; Record Date
As of the close of business on October 9, 2023, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were 155,167,974 outstanding shares of Class A Common Stock and 103,047,371 outstanding shares of Class B Common Stock of Atlassian, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes on all matters to be voted on at the Annual Meeting. All valid proxies received before the Annual Meeting will be voted according to the instructions thereon.
Quorum; Abstentions; Broker Non-Votes
Atlassian’s Bylaws provide that the holders of a majority in voting power of the stock of Atlassian issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as “present” in determining whether a quorum is present at the Annual Meeting. If a quorum is not present, we may propose to adjourn and reconvene the Annual Meeting at a later date.
If you hold your Atlassian Class A Common Stock through a broker, the broker may be prevented from voting, or may otherwise choose not to vote, shares held in your brokerage account if you have not given the broker voting instructions with respect to your shares (resulting in what is referred to as a “broker non-vote”). Thus, it is important that you vote your shares to ensure that they are represented on all matters presented at the Annual Meeting.
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For each of the proposals, the applicable voting standard, Board recommendation, and treatment of abstentions and broker non-votes, if any, are as follows:
| Voting Item | Voting Options | Board Recommendation | Voting Standard | Effect of Abstentions | Effect of Broker Non-Votes, If Any | ||||||||||||
1.Election of Directors | For, against or abstain on each nominee | FOR each nominee | Majority of votes cast, for each nominee | No effect | No effect | ||||||||||||
2.Ratification of Appointment of Ernst & Young LLP | For, against or abstain | FOR | Majority of votes cast | No effect | No effect | ||||||||||||
3.Advisory Vote to Approve Named Executive Officer Compensation | For, against or abstain | FOR | Majority of votes cast | No effect | No effect | ||||||||||||
4.Advisory Vote on the Frequency of Holding Future Advisory Votes to approve Named Executive Officer Compensation | For, against or abstain | 1 YEAR | Majority of votes cast | No effect | No effect | ||||||||||||
Voting; Revocability of Proxies
Voting of proxies; Discretionary voting. Stockholders may vote over the internet, by telephone, by mail, or online when attending the virtual meeting, as described in “About the Annual Meeting” above. All shares entitled to vote and represented by properly executed proxy cards received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on those proxy cards. The telephone and internet voting procedures are designed to authenticate the stockholder’s identity, to allow stockholders to vote their shares and to confirm that their voting instructions have been properly recorded. If you vote by telephone or over the internet, you do not need to complete and mail your proxy card. If you do not provide specific voting instructions on a properly executed proxy card or when voting over the phone or internet, your shares will be voted as recommended by the Board.
We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matters are properly presented for consideration at the Annual Meeting, the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment.
Effect of not casting your vote. If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the voting for each of the proposals, because your bank or broker may not have discretion or may otherwise choose not to vote any uninstructed shares. Without voting instructions regarding Proposals 1, 3 or 4, we expect that your nominee will not have the authority to vote on those matters, resulting in a so-called “broker non-vote.” Whether the broker, bank or other nominee that holds your shares has discretionary authority to vote on a proposal without receiving your voting instructions is subject to stock exchange rules and final determination by the stock exchange.
If you are a stockholder of record, it is also critical that you cast your vote. If you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.
Revocability of proxy. You may revoke or change your proxy by:
•entering a new vote by telephone or over the internet;
•filing with Atlassian’s Corporate Secretary, at or before the taking of the vote at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares; or
•attending and voting online at the virtual Annual Meeting (although attendance at the virtual Annual Meeting will not in and of itself revoke a proxy).
Any written notice of revocation or subsequent proxy card must be received by Atlassian’s Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent to Atlassian’s principal executive offices at Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104, Attention: Corporate Secretary.
If a broker, bank or other nominee holds your shares, you must contact them in order to find out how to revoke or change your vote.
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Expenses of Solicitation
Atlassian will bear the entire cost of solicitation. In addition, Atlassian may arrange with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the stock held of record by such persons, and Atlassian will reimburse them for their reasonable out-of-pocket expenses. Atlassian may use the services of Atlassian’s directors, officers, employees and others to solicit proxies, personally or by telephone, without additional compensation.
Procedure for Introducing Business or Director Nominations at Our 2024 Annual Meeting of Stockholders
Stockholder proposals and director nominees to be presented at the annual meeting of stockholders. Stockholders of record may introduce business or nominate directors for election at an annual meeting of stockholders, provided that the stockholder satisfies the advance notice requirements set forth in Atlassian’s Bylaws. Among other things, the advance notice provisions require stockholders to give timely notice of business they propose to introduce and of any director nomination they propose to make in proper written form to Atlassian’s Corporate Secretary at Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104, Attention: Corporate Secretary. Any notice of director nomination submitted to Atlassian must include the additional information required by Rule 14a-19(b) under the Exchange Act.
To be timely for our 2024 annual meeting of stockholders, such notice must be received no earlier than the close of business (5:00 p.m. Pacific Time) August 8, 2024 and no later than the close of business (5:00 p.m. Pacific Time) on September 7, 2024. However, if the date of the 2024 annual meeting of stockholders is advanced by more than 30 days prior to, or delayed by more than 60 days after, the one-year anniversary of the date of the 2023 Annual Meeting, then notice must be received no later than the close of business (5:00 p.m. Pacific Time) on the later of the 90th day prior to the 2024 annual meeting of stockholders or the 10th day following the day on which public announcement of the date of the 2024 annual meeting of stockholders is first made.
In addition to satisfying the deadlines in these advance notice provisions of Atlassian’s Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 under the Exchange Act to Atlassian’s Corporate Secretary no later than October 7, 2024.
If a stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any business presented by a stockholder at our 2024 annual meeting of stockholders.
Stockholder proposals to be included in the proxy statement (Rule 14a-8 proposals). Any stockholder proposal submitted for inclusion in Atlassian’s proxy statement for the 2024 annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act should be addressed to Atlassian’s Corporate Secretary at the address set forth above and must be received at our principal executive offices not later than the close of business (5:00 p.m. Pacific Time) on June 20, 2024. In the event the date of the annual meeting of stockholders is moved by more than 30 days from the one-year anniversary of the date of the 2023 Annual Meeting, then notice must be received within a reasonable time before Atlassian begins to make its proxy materials available.
The requirements for providing advance notice of business or nominations as summarized above are qualified in their entirety by our Bylaws, Rule 14a-19 (as applicable) and, in the case of stockholder proposals submitted for inclusion in our proxy statement, Rule 14a-8, which we recommend that you read in order to comply with the applicable requirements. Failure to timely deliver the requisite notice or satisfy the requirements in our Bylaws, Rule 14a-19 or Rule 14a-8, as applicable, may result in a proposal or nomination not being presented at our annual meeting of stockholders. You may contact Atlassian’s Corporate Secretary at our principal executive offices for a copy of our current Bylaws, including the relevant provisions regarding the requirements for making stockholder proposals and nominating director candidates, or you may refer to the copy of our Bylaws most recently filed with the SEC and available at www.sec.gov.
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Delivery of Proxy Materials
To receive current and future proxy materials in either paper or electronic form, please contact Investor Relations at (415) 701-1110 or IR@atlassian.com. In addition, we will provide, free of charge, a copy of our fiscal year 2023 Annual Report on Form 10-K upon the written request of any stockholder to Investor Relations at the address set forth below.
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for Internet Notices and proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders, unless Atlassian has received contrary instructions from one or more of the stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. Atlassian and some brokers household proxy materials and Internet Notices. If your proxy statement or Internet Notice is being householded and you would like to receive separate copies, or if you are receiving multiple copies and would like to receive a single copy, please contact Investor Relations at (415) 701-1110 or IR@atlassian.com, or write to Atlassian Corporation, 350 Bush Street, 13th Floor, San Francisco, California 94104, Attention: Investor Relations.
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Appendix A – Non-GAAP Financial Measures
Free Cash Flow
Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less net cash used in investing activities for capital expenditures. Management considers free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used to fund our commitments, repay our debt, and for strategic opportunities, such as reinvesting in our business, making strategic acquisitions, and strengthening our financial position. Free cash flow is not a measure calculated in accordance with GAAP and should not be considered in isolation from, or as a substitute for financial information prepared in accordance with GAAP, such as GAAP net cash provided by operating activities. In addition, free cash flow may not be comparable to similarly titled metrics of other companies due to differences among methods of calculation. The following table presents a reconciliation of net cash provided by operating activities to free cash flow for the periods presented (in thousands):
The following table presents a reconciliation of our free cash flow to GAAP net cash provided by operating activities for fiscal years 2023, and 2022 (in thousands):
Fiscal Year Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Free cash flow | ||||||||||||||
| GAAP net cash provided by operating activities | $868,111 | $821,044 | ||||||||||||
Less: Capital expenditures | (25,652) | (70,583) | ||||||||||||
| Free cash flow | $842,459 | $750,461 | ||||||||||||
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