team-20231017

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. )

____________________

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¨						Preliminary Proxy Statement
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x						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under §240.14a-12

Atlassian Corporation

(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):


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¨						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	Mail
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


Notice of 2023 Annual Meeting of Stockholders			3
Letter to Our Stockholders			5
About the Annual Meeting			8
2023 Proxy Statement Summary and Highlights			10
Directors and Corporate Governance			12
Nominees for Election			12
Biographies			15
Director Independence			21
Board Leadership Structure			21
Board Meetings and Committees			21
Compensation Committee Interlocks and Insider Participation			25
Identification, Criteria , and Evaluation of Director Nominees			25
Stockholder Recommendations and Nominees for Director			26
Board’s Role in Risk Oversight			27
Corporate Governance Guidelines and Code of Business Conduct and Ethics			28
Stockholder Engagement			28
Stockholder Communications with the Board			28
Sustainability and Corporate Culture			29
Related Person Transaction Policy			31
Transactions with Related Persons			31
Director Compensation			32

Executive Officers			34
Executive Compensation			36
Compensation Discussion and Analysis			36
Perquisites, Benefits, and Other Compensation and Governance Policies			47
Report of the Compensation and Leadership Development Committee			49
Executive Compensation Tab les			50
Potential Payments Upon Termination or Change in Control			54


CEO Pay Ratio		56
Pay Versus Performance		56
Report of the Audit Committee of the Board		58
Proposals To Be Voted On		59
	Proposal 1 – Election of Directors	60
	Proposal 2 – Ratification of Appointment of Independent Auditor	61
	Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation	62
	Proposal 4 – Advisory Vote on the Frequency of Holding Future Advisory Votes to Approve Named Executive Officer Compensation	63

Stock Ownership Information		64
Security Ownership Table		64
Equity Compensation Plan Information		66

Information About the Meeting, Voting and Procedural Matters		67
General		67
Stockholders Entitled to Vote; Record Date		67
Quorum; Abstentions; Broker Non-Votes		67
Voting; Revocability of Proxies		68
Expenses of Solicitation		69
Procedure for Introducing Business or Director Nominations at Our 2024 Annual Meeting of Stockholders		69
Delivery of Proxy Materials		70

Appendix A – Non-GAAP Financial Measures		71


			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	60
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	61
3.To approve, on an advisory basis, the fiscal year 2023 compensation of our named executive officers	FOR	62
4.To conduct an advisory vote on the frequency of holding future advisory votes to approve named executive compensation	1 YEAR	63

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	Mail
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


			2023 Proxy Statement


Directors and Corporate Governance			17



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


2023 Proxy Statement


18			Directors and Corporate Governance



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


			2023 Proxy Statement


Directors and Corporate Governance			19



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


2023 Proxy Statement


20			Directors and Corporate Governance



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


			2023 Proxy Statement


Directors and Corporate Governance			21

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.


2023 Proxy Statement


22			Directors and Corporate Governance

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.


			2023 Proxy Statement


Directors and Corporate Governance			23



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.


2023 Proxy Statement


24			Directors and Corporate Governance



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.


			2023 Proxy Statement

SEC Form DEF 14A filed by Atlassian Corporation