team-20241022

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):


x						No fee required
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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 2024 Annual Meeting of Stockholders

Agenda Items


1.To elect the 11 directors nominated by our Board of Directors 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, 2025
3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2024

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 11, 2024

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/TEAM2024 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 the Annual Meeting, and you will not be able to attend the Annual Meeting in person.

The list of stockholders will be available for inspection by stockholders during the Annual Meeting at www.virtualshareholdermeeting.com/TEAM2024.

Holders of record of shares of our Class A Common Stock and/or Class B Common Stock at the close of business on October 14, 2024 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 23, 2024.

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 11, 2024: Both the Proxy Statement and Atlassian’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, are available electronically at https://investors.atlassian.com/ and www.proxyvote.com.

By order of the Board of Directors,

Stan Shepard

General Counsel

San Francisco, California

October 23, 2024


2024 Proxy Statement


4			Notice of 2024 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/TEAM2024 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 postage-prepaid envelope accompanying the voting instruction forms.



Note for Street Name Holders: If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares in an Internet Notice or voting instruction form that was provided to you. If you do not provide voting instructions, we expect that your nominee will only be permitted to vote on Proposal 2.


			2024 Proxy Statement


			5

Letter to Our Stockholders


			To our stockholders, customers, partners, and Atlassians – As I reflect back on fiscal year 2024, I am filled with immense pride for the transformative year we have had as a business. We exited the fiscal year with over 300,000 customers and generated over $4.3 billion in revenue and $1.4 billion in operating cash flow. These results are not just numbers, but a representation of the trust and reliance that millions of users place in our products each day. We successfully ended support for our Server offering, migrating more customers to our Cloud and Data Center offerings than we initially projected. This demonstrates our customers' commitment to the Atlassian platform and creates an even greater opportunity for us to deliver differentiated value across the entire product portfolio. We released new products and features like Atlassian Intelligence, Compass, and Virtual Agents for Jira Service Management into general availability, and welcomed Loom to the Atlassian family. We also added six new data residency regions, delivered increased scalability across the product portfolio, and achieved FedRAMP® “In Process” status, driving further momentum with our world-class cloud platform. We made big strides in the generative AI space. Atlassian Intelligence, our platform-wide AI offering, is delivering game-changing innovation and value to our customers in the cloud with over 30 announced Atlassian Intelligence features across our cloud products. We have also introduced Atlassian Rovo, an entirely new product that takes human-AI collaboration to the next level by integrating contextual information, conversational AI, and agents into workflows. Rovo is an always-on teammate, ready to answer questions, find data, and tackle various tasks, allowing our customers to focus on the highest value work. Looking ahead, we are fired-up and ready to build on the momentum from last fiscal year. We have a $67 billion serviceable addressable market opportunity across our three markets: software development, service management, and work management, and we are incredibly well positioned to seize the opportunity in each of these three markets. Our teams are laser-focused on our top strategic priorities - continuing our advancements in AI, delivering innovation across our entire product portfolio, and accelerating our evolution into a world-class enterprise company. These opportunities - coupled with Atlassian’s unique business model and ability to deliver differentiated customer value - set us up to drive long-term, durable growth for years to come. To the entire Atlassian team, thank you for your hard work, perseverance, and commitment to accelerating the power of teamwork. Thank you all for your support on our journey to unleash the potential of every team.

			Michael Cannon-Brookes Chief Executive Officer & Co-Founder


2024 Proxy Statement


6

Table of Contents


Notice of 202 4 Annual Meeting of Stockholders			3
Letter to Our Stockholders			5
About the Annual Meeting			8
202 4 Proxy Statement Summary and Highlights			10
Directors and Corporate Governance			12
Nominees for Election			12
Biographies			15
Director Independence			22
Board Leadership Structure			22
Board Meetings and Committees			22
Compensation Committee Interlocks and Insider Participation			26
Director Selection and Board Evaluation			26
Stockholder Recommendations and Nominees for Director			28
Board’s Role in Risk Oversight			29
Corporate Governance Guidelines and Code of Business Conduct and Ethics			30
Stockholder Engagement			30
Stockholder Communications with the Board			30
Sustainability and Corporate Culture			31
Related Person Transaction Policy			33
Transactions with Related Persons			33
Director Compensation			34

Executive Officers			36
Executive Compensation			37
Compensation Discussion and Analysis			37
Perquisites, Benefits, and Other Compensation and Governance Policies			47
Report of the Compensation and Leadership Development Committee			50
Executive Compensation Tables			51
Potential Payments Upon Termination or Change in Control			55


CEO Pay Ratio		57
Pay Versus Performance		57
Report of the Audit Committee of the Board		59
Proposals To Be Voted On		60
	Proposal 1 – Election of Directors	61
	Proposal 2 – Ratification of Appointment of Independent Auditor	62
	Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation	63

Stock Ownership Information		64
Security Ownership Table		64
Equity Compensation Plan Information		67

Information About the Meeting, Voting and Procedural Matters		68
General		68
Stockholders Entitled to Vote; Record Date		68
Quorum; Abstentions; Broker Non-Votes		68
Voting; Revocability of Proxies		69
Expenses of Solicitation		70
Procedure for Introducing Business or Director Nominations at Our 202 5 Annual Meeting of Stockholders		70
Delivery of Proxy Materials		71

Appendix A – Non-GAAP Financial Measures and Key Business Metrics		72


			2024 Proxy Statement


			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 products, product features, including AI capabilities, customers, leadership, business priorities and strategy, market potential, environmental, social and governance efforts, sustainability goals, 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 Financials - 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.

Unless otherwise indicated, all reference to “$,” “USD $,” “US dollars,” and “dollars” are to United States dollars and all reference to “AUD $” are to Australian dollars.



Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on December 11, 2024. The Proxy Statement and Annual Report for the fiscal year ended June 30, 2024 are available at www.proxyvote.com.


2024 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 2024 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 11, 2024 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/TEAM2024.

Why are you holding a virtual Annual Meeting?

Atlassian has embraced remote work through our Team Anywhere approach. The vast majority of 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 the Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We also believe that the virtual meeting format enhances stockholder access and engagement and reduces 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 14, 2024. 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 the Annual Meeting has 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 Class A Common Stock and/or Class B Common Stock as of our record date of October 14, 2024 are entitled to vote at the Annual Meeting. A list of our stockholders as of October 14, 2024 will be open for examination by an stockholder beginning ten days prior to the Annual Meeting at our headquarters located at 350 Bush Street, 13th Floor, San Francisco, California 94104 USA. If you would like to view this list, please contact our Corporate Secretary at the address above or IR@atlassian.com to schedule an appointment.


			2024 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 Scott Belsky, Shona L. Brown, Michael Cannon-Brookes, Scott Farquhar, Heather M. Fernandez, Sasan Goodarzi, Jay Parikh, Enrique Salem, Steven Sordello, Richard P. Wong and Michelle Zatlyn to serve as directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified	FOR each nominee	61
2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025	FOR	62
3.To approve, on an advisory basis, the compensation of our named executive officers for the fiscal year ending June 30, 2024	FOR	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 postage-prepaid envelope accompanying the voting instruction forms.

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 14, 2024, 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/TEAM2024, 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/TEAM2024.

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.


2024 Proxy Statement


10

2024 Proxy Statement Summary and Highlights

2024 Business Highlights

Our mission is to unleash the potential of every team. Through a connected portfolio of products with discrete value propositions that are built on the Atlassian platform and data model, the Atlassian System of Work gives all teams the right teamwork foundations so they can plan and track work, align on goals, and unleash knowledge across the organization. The Atlassian platform is the common technology foundation for our products and solutions that drives connection between teams, information, and workflows across the entire organization. Additionally, we help leadership teams gain actionable insights and visibility across their organizations and deliver solutions for specialized teams, like product and development teams and IT operations and support teams.

Our primary products include Jira for planning and project management, Confluence for content creation and sharing, Jira Service Management for team service, management, and support applications, and Loom for asynchronous video collaboration. Together, our connected portfolio of products form integrated solutions that are deeply entrenched in how teams collaborate and how organizations run, and provide customers all the benefits of analytics, automation, and now AI, as well as integrations with thousands of third-party apps.

In fiscal year 2024, we achieved strong business and financial results, including:

Total Revenue

$4.4 billion

Cloud Revenue

$2.7 billion

Operating Cash Flow

$1.4 billion

Free Cash Flow(1)

$1.4 billion

23% from FY23

29% from FY23

from $868 million in FY23

Free Cash Flow Margin of 32%

45,842 Customers
with >$10,000 in Cloud Annualized Recurring Revenue(2) (“Cloud ARR”)

18% from FY23

524 Customers
Spending >$1M Annually with Atlassian

48% from FY23

(1) Free Cash Flow is not a U.S. generally accepted accounting principles (“GAAP”) measure. See Appendix A to this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of Free Cash Flow to the most directly comparable GAAP financial measure.

(2) See Appendix A for a description of this metric.


			2024 Proxy Statement


2024 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, our Chief Executive Officer (“CEO”) & Co-Founder, and Scott Farquhar, our Co-Founder & former Co-CEO, 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


n			Gender or Ethnically Diverse
n			Non Gender or Ethnically Diverse

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.

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 as well as the industry in which it operates. As an alternative to term limits, our Board seeks 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 our 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, and ability to make mature business judgments, with the objective of having a Board with diverse backgrounds and experience Diverse Board in terms of race, ethnicity, gender, age, education, skills, cultural background, professional experiences, and tenure Commitment to consider underrepresented people of color and different genders as potential director nominees			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.”


2024 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. It also includes the membership of our standing committees that are expected to remain in effect following the Annual Meeting if all 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
	Scott Belsky Chief Strategy Officer, EVP of Design & Emerging Products, Adobe, Inc.	44	2024	0
	Shona L. Brown Independent Advisor, Former Senior Vice President of Google.org Independent Board Chair	58	2015	1
	Michael Cannon-Brookes CEO & Co-Founder, Atlassian Corporation	44	2002	0
	Scott Farquhar Co-Founder & Former Co-CEO, Atlassian Corporation	44	2002	0
	Heather M. Fernandez Co-Founder and CEO, Solv., Inc.	48	2015	0
	Sasan Goodarzi CEO, Intuit, Inc.	56	2018	1
	Jay Parikh Former CEO, Lacework, Inc.	51	2013	0
	Enrique Salem Managing Director, Bain Capital Ventures	58	2013	2
	Steven Sordello Former Chief Financial Officer, LinkedIn Corporation	55	2015	1


			2024 Proxy Statement


Directors and Corporate Governance			13

Committee Membership

Director Nominee

Age

Director
Since

Other Public Company Boards

Independent

Audit

Compensation and Leadership
Development

Nominating and
Corporate
Governance

Richard P. Wong
General Partner, Accel Partners

2010

Michelle Zatlyn
Co-Founder, President and Chief Operating Officer, Cloudflare, Inc.

2021


			= Member						= Chair

Director Experience and Qualifications Matrix

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.

Scott Belsky

Shona L. Brown

Michael Cannon-
Brookes

Scott Farquhar

Heather M. Fernandez

Sasan Goodarzi

Jay Parikh

Enrique Salem

Steven Sordello

Richard P. Wong

Michelle Zatlyn

Public Company CEO/ President
Experience as a CEO or President of a public company.

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.


2024 Proxy Statement


14			Directors and Corporate Governance

Scott Belsky

Shona L. Brown

Michael Cannon-
Brookes

Scott Farquhar

Heather M. Fernandez

Sasan Goodarzi

Jay Parikh

Enrique Salem

Steven Sordello

Richard P. Wong

Michelle Zatlyn

Human Capital / Compensation / Employee Development
Experience human capital development at an organization, including attracting and retaining top talent.

Enterprise Software Industry
Experience as a leader at companies operating in the enterprise software industry.

Risk / Cybersecurity / 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.

Board Diversity Matrix

In accordance with Nasdaq Listing Rule 5605(f), the following chart shows certain self-identified personal characteristics of our directors as of September 30, 2024:


Total Number of Directors:	11

Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	3	8	0	0
Part II: Demographic Background
Asian	1	2	0	0
Hispanic or Latinx	0	1	0	0
White	3	5	0	0
Two or More Races or Ethnicities	1	0	0	0
Persons Who Identify as Middle Eastern	2
Did Not Disclose Demographic Background	0


			2024 Proxy Statement


Directors and Corporate Governance			15

Biographies

Set forth below are the names and certain information about each of our director nominees, all of whom are currently members of the Board. 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.


Scott Belsky Chief Strategy Officer, EVP of Design & Emerging Products, Adobe, Inc.


Independent Director Age: 44 Director Since: 2024 Committees: Compensation and Leadership Development
			Professional Experience •Chief Strategy Officer and Executive Vice President of Design & Emerging Products at Adobe, Inc. (“Adobe”), a creative design software company (2023 to present) •Chief Product Officer and Executive Vice President for Creative Cloud at Adobe (2017 to 2023) •Venture investor at Benchmark, a venture capital firm (2016 to 2017) •Head of Behance & VP Products, Creative Cloud at Adobe (2012 to 2016) •CEO and Founder of Behance LLC, a social media platform for creative work, which was acquired by Adobe in 2012 (2006 to 2012) Education •Bachelor of Science from Cornell University •M.B.A. from Harvard Business School Key Skills and Qualifications •Deep strategy and product experience, from a broad range of executive roles at Adobe and as co-founder and CEO of Behance until its acquisition by Adobe, combining an understanding of product strategy and operations at varying scales •Thought leader in the product and design space, with domain expertise in the AI, serving as an investor and advisor for companies including Pinterest, Uber, and Airtable, and authoring two books, entitled The Messy Middle and Making Ideas Happen


2024 Proxy Statement


16			Directors and Corporate Governance



Shona L. Brown Independent Advisor


Board Chair since 2018 Independent Director Age: 58 Director Since: 2015 Committees: Compensation and Leadership Development Other Public Company Boards: DoorDash, Inc. Prior Public Company Boards (last 5 years): PepsiCo, Inc.
			Professional Experience •Senior advisor to Google Inc. (now Alphabet Inc.) (“Google”), an internet search and technology company (2013 to 2015) •Senior Vice President of Google.org, Google’s charitable organization (2011 to 2012) •Vice President and later Senior Vice President, Business Operations of Google (2003 to 2011) •Consultant (1995 to 2003) and Partner (2000 to 2003) of McKinsey & Company, a consulting firm Education •Bachelor of Computer in Systems Engineering from Carleton University •Master of Arts in philosophy and economics from Oxford University •Ph.D. from the Department of Industrial Engineering and Engineering Management at Stanford University Key Skills and Qualifications •Extensive experience in organizational structure, people operations, and culture gained from her decade-long tenure as an executive at Google, in a period during which Google grew from 500 to 50,000 employees; thought leadership through co-authoring a book, entitled Competing on the Edge: Strategy as Structured Chaos, which introduced a new strategic model for competing in volatile markets •Significant public company board experience, as the current Lead Independent Director of DoorDash, Inc. and a former director of PepsiCo, Inc. with additional corporate governance experience as an advisor and board member to a portfolio of technology startups and a number of non-profit organizations •Expertise in public policy and sustainability from leading Google’s technology for social impact efforts



Michael Cannon-Brookes CEO and Co-Founder, Atlassian Corporation


Age: 44 Director Since: 2002
			Professional Experience •CEO & Co-Founder of Atlassian (2002 to Present) •Adjunct Professor of Computer Science & Engineering at University of New South Wales, Australia (2014 to Present) Education •Bachelor of Science in information systems from the University of New South Wales, Australia Key Skills and Qualifications •Innovative industry leadership as one of our Co-Founders and over two decades as our Chief Executive Officer provide unique and invaluable experience to the Atlassian Board •Deep knowledge of Atlassian’s products, customers, culture, and values gained from developing and executing Atlassian’s strategic priorities since its founding •Decades leading Atlassian and investing in businesses across the technology industry, providing an extensive understanding of the markets in which Atlassian operates


			2024 Proxy Statement


Directors and Corporate Governance			17



Scott Farquhar Co-Founder & Former Co-CEO, Atlassian Corporation


Age: 44 Director Since: 2002
			Professional Experience •Co-CEO & Co-Founder of Atlassian (2002 to August 2024) •Chair of the Board of Atlassian (2016 to 2018) •Interim Chief Financial Officer of Atlassian (July 2022 to September 2022) Education •Bachelor of Science in business information technology from the University of New South Wales, Australia Key Skills and Qualifications •Innovative industry leadership as one of our Co-Founders and over two decades as our Co-Chief Executive Officer (including previous terms of service as our interim Chief Financial Officer and Board Chair) provides unique and invaluable experience to the Atlassian Board •Deep knowledge of Atlassian’s product, customers, culture, and values gained from developing and executing Atlassian’s strategic priorities from its founding until August 2024 •Decades leading Atlassian and investing in businesses across the technology industry, providing an extensive understanding of the markets in which Atlassian operates



Heather M. Fernandez CEO, Solv., Inc.


Independent Director Age: 48 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. (“Trulia”), an online residential real estate website, which was acquired by Zillow, Inc. (“Zillow”) in 2015 (2006 to 2015) Education •Bachelor of Arts in political science from University of California, Berkeley •M.B.A. from Stanford University Graduate School of Business Key Skills and Qualifications •Executive leadership and management experience, including as CEO, at consumer-facing software companies •Deep expertise in sales and marketing gained from service as an executive leading advertising, product, market, and sales strategy at Trulia until its acquisition by Zillow in 2015


2024 Proxy Statement


18			Directors and Corporate Governance



Sasan Goodarzi CEO, Intuit, Inc.


Independent Director Age: 56 Director Since: 2018 Committees: Compensation and Leadership Development Other Public Company Boards: Intuit, Inc.
			Professional Experience •CEO of Intuit, Inc. (“Intuit”), a financial software company (2019 to Present)

SEC Form DEF 14A filed by Atlassian Corporation