DEF 14A of Atlassian Corp
Filed Oct 23, 2024 · FY20240001650372-24-000047
Table of Contents
| 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 2025 Annual Meeting of Stockholders | | 70 | | Delivery of Proxy Materials | | 71 | | Appendix A – Non-GAAP Financial Measures and Key Business Metrics | | 72 |
Nominees for Election
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.
Nominees for Election
| | | | | | | 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 | | | | |
Nominees for Election
| | 2024 Proxy Statement |
Nominees for Election
| Directors and Corporate Governance | 13 |
Nominees for Election
| | | | | | | 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 | 55 | 2010 | 1 | | | | | | | Michelle Zatlyn Co-Founder, President and Chief Operating Officer, Cloudflare, Inc. | 45 | 2021 | 1 | | | | |
Nominees for Election
| | = Member | | = Chair |
Biographies
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.
Biographies
| 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 |
Biographies
| 2024 Proxy Statement | |
Biographies
| 16 | Directors and Corporate Governance |
Biographies
| 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 |
Biographies
| 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 |
Biographies
| | 2024 Proxy Statement |
Biographies
| Directors and Corporate Governance | 17 |
Biographies
| 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 |
Biographies
| 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 |
Biographies
| 2024 Proxy Statement | |
Biographies
| 18 | Directors and Corporate Governance |
Biographies
| 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) •Executive Vice President and General Manager of Intuit’s Small Business Group (2016 to 2019) •Senior Vice President and General Manager of Intuit’s ProTax division and Intuit Financial Services (2004 to 2010) •Global President of the Projects Group of Invensys, a global provider of industrial automation, transportation and controls technology (2002 to 2004) •Various senior leadership roles of the automation control division of Honeywell (1993 to 2002) Education •Bachelor of Science in electrical engineering from University of Central Florida •M.B.A. from Kellogg School of Management at Northwestern University Key Skills and Qualifications •Almost 20 years of experience driving product leadership and growth at Intuit, a $150+ billion multinational software company, including serving as CEO during Intuit’s evolution from a tax and accounting platform to an “AI-driven expert platform” •Deep expertise in the customer, product, technology, go-to-market, and public policy/government relations domains from decades of experience as a leader in the software industry |
Biographies
| Jay Parikh Former CEO, Lacework, Inc. | | | Independent Director Age: 51 Director Since: 2013 Committees: Compensation and Leadership Development Prior Public Company Boards (last 5 years): Social Capital Hedosophia Holdings Corp. V | | | | Professional Experience •CEO of Lacework, Inc. (“Lacework”), a cloud security company (2021 to 2024) •Vice President of Global Engineering and Infrastructure of Facebook, Inc. (now Meta Platforms, Inc.) (“Facebook”) (2009 to 2021) •Senior Vice President, Engineering & Operations of Ning, Inc., a social networking company (2007 to 2009) •Vice President of Engineering of Akamai Technologies, Inc., a cloud services provider (1999 to 2007) Education •Bachelor of Science in mechanical engineering from Virginia Tech Key Skills and Qualifications •Extensive experience building and scaling multiple technology organizations; led the global teams that designed, developed, built, and operated Facebook’s infrastructure and platforms as its community grew between 2009 and 2021 •Strong management and cybersecurity expertise, including serving as CEO of Lacework, a high-growth cloud security startup, recently acquired by Fortinet, Inc. |
Biographies
| | 2024 Proxy Statement |
Biographies
| Directors and Corporate Governance | 19 |
Biographies
| Enrique Salem Managing Director, Bain Capital Ventures | | | Independent Director Age: 58 Director Since: 2013 Committees: Audit; Nominating and Corporate Governance Other Public Company Boards: DocuSign, Inc. Rubrik, Inc. Prior Public Company Boards (last 5 years): Mandiant, Inc.; ForeScout Technologies, Inc. | | | | Professional Experience •Managing Director of Bain Capital Ventures (2014 to Present) •Various senior management positions, including most recently President and CEO, of Symantec Corporation (“Symantec”), a cybersecurity company (2004 to 2012) •President and CEO of Brightmail, Inc., an email filtering company, which was acquired by Symantec Corporation in 2004 (2002 to 2004) •Director of several public and private companies Education •Bachelor of Arts in computer science from Dartmouth College Key Skills and Qualifications •Significant cybersecurity expertise from his tenure as the President and CEO of Symantec and as an investor in a number of early-stage infrastructure software companies •Deep knowledge of and informed perspectives on corporate governance, risk management, and finance practices from experiences as CEO of a public company operating at scale and director and investor of multiple public and private software companies |
Biographies
| 2024 Proxy Statement | |
Biographies
| 20 | Directors and Corporate Governance |
Biographies
| Steven Sordello Former SVP and Chief Financial Officer, LinkedIn Corporation | | | Independent Director Age: 55 Director Since: 2015 Committees: Audit Other Public Company Boards: Compass, Inc. | | | | Professional Experience •Senior Vice President and Chief Financial Officer of LinkedIn Corporation (“LinkedIn”), an online business-oriented social networking service, which was acquired by Microsoft Corporation (“Microsoft”) in 2016 (2007 to 2022) •Chief Financial Officer of TiVo, Inc., a manufacturer of digital video recorders (2006 to 2007) •Various senior management positions, including most recently Chief Financial Officer, of Ask Jeeves, Inc., an internet search engine company, which was acquired by IAC in 2005 (1999 to 2005) •Various finance roles at Adobe Systems Incorporated, a software company (1994 to 1999) •Various finance roles at Syntex Corporation, a pharmaceuticals company (1992 to 1994) Education •Bachelor of Science in business from Santa Clara University •M.B.A. from Santa Clara University Key Skills and Qualifications •Extensive background in strategy, operational and financial management, mergers and acquisitions and corporate leadership from decades of experience as a financial executive at consumer-facing and enterprise software companies operating at scale •As Senior Vice President and Chief Financial Officer at LinkedIn, oversaw major transactions including the company’s IPO and its $26.2 billion acquisition by Microsoft •Additional public company and audit committee expertise from tenures as independent director and audit committee member of Compass, Inc. and of Cloudera, Inc. until its merger with Hortonworks, Inc. |
Biographies
| Richard P. Wong General Partner, Accel Partners | | | Independent Director Age: 55 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 MIT Sloan School of Management Key Skills and Qualifications •Almost two decades of experience scaling and guiding high-growth technology companies as an investor, including guiding a number of private companies through successful M&A and IPO exits •Industry experience as a product and marketing leader at software companies •Broad corporate governance expertise from serving on the boards of directors of a variety of public and private software companies •During his tenure on the Atlassian Board, has guided the Company through its IPO and from $149 million in annual revenue in 2013 to $4.4 billion in 2024 |
Biographies
| | 2024 Proxy Statement |
Biographies
| Directors and Corporate Governance | 21 |
Biographies
| Michelle Zatlyn President and COO, Cloudflare, Inc. | | | Independent Director Age: 45 Director Since: 2021 Committees: Audit Other Public Company Boards: Cloudflare, Inc. | | | | Professional Experience •Co-Founder, Chief Operating Officer (2016 to Present), and President (2020 to Present) of Cloudflare, Inc. (“Cloudflare”), a connectivity cloud company •Head of User Experience of Cloudflare (2009 to 2016) Education •Bachelor of Science in chemistry and business from McGill University •M.B.A. from Harvard Business School Key Skills and Qualifications •Strong executive, strategic, and operational experience, as well as expertise as a product development leader, from growing Cloudflare from a start-up to a global, publicly-listed company •A woman leader in the technology industry, recognized by Fortune’s 40 Under 40 list, Marie Claire’s 7th Annual New Guard, and womentech networks’ 100 Top Women in Tech Leaders to Watch in 2024 •Deep knowledge of our customers and products from firsthand experience using Atlassian products while scaling Cloudflare |
Biographies
| 2024 Proxy Statement | |
Biographies
| 22 | Directors and Corporate Governance |
Stockholder Recommendations and Nominees for Director
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:
Stockholder Recommendations and Nominees for Director
| 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 |
Stockholder Recommendations and Nominees for Director
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 2025 Annual Meeting of Stockholders.”
Stockholder Recommendations and Nominees for Director
| | 2024 Proxy Statement |
Stockholder Recommendations and Nominees for Director
| Directors and Corporate Governance | 29 |
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
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 CLDC. The CLDC conducts an evaluation of the design and competitiveness of our Non-Employee Director Compensation Policy on an annual basis in conjunction with Semler Brossy, the CLDC’s independent compensation consultant. The annual review includes an assessment of competitive market practices for pay levels, pay design, and other market trends using the same peer group used for executive pay. We aim to position non-employee director compensation competitively against the peer group that is used for executive pay assessment. Following the 2024 annual review, we amended our Non-Employee Director Compensation Policy, as outlined below, to remain competitive and align with our intended pay philosophy. We plan to 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 2024: Annual Cash Retainers
Non-Employee Director Compensation Policy
| | 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 |
Non-Employee Director Compensation Policy
Annual Equity Awards 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 (the “Annual Award”). In fiscal year 2024, the Annual Award had a value of $265,000, rounded up to the nearest whole share. Commencing July 1, 2024, the Annual Award has a value of $290,000 rounded up to the nearest whole share. The Annual Award vests in full on the earlier of: (i) the one-year anniversary of the grant date; and (ii) the next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date, unless the CLDC determines that circumstances warrant continuation of vesting.
Non-Employee Director Compensation Policy
| | 2024 Proxy Statement |
Non-Employee Director Compensation Policy
| Directors and Corporate Governance | 35 |
Fiscal Year 2024 Non-Employee Director Compensation Table
Fiscal Year 2024 Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in fiscal year 2024. Messrs. Cannon-Brookes and Farquhar did not receive any additional compensation for their service as directors.
Fiscal Year 2024 Non-Employee Director Compensation Table
| Name | Fee Earned or Paid in Cash ($) | | Stock Award ($)(1)(2) | | Total ($) | | | Scott Belsky(3) | | — | | — | | — | | Shona L. Brown(4) | | 105,000 | | 265,152 | | 370,152 | | Heather Fernandez | | 55,000 | | 265,152 | | 320,152 | | Sasan Goodarzi(5) | | 70,000 | | 265,152 | | 335,152 | | Jay Parikh | | 55,000 | | 265,152 | | 320,152 | | Enrique Salem | | 55,000 | | 265,152 | | 320,152 | | Steven Sordello(6) | | 75,000 | | 265,152 | | 340,152 | | Rich Wong(7) | | 65,000 | | 265,152 | | 330,152 | | Michelle Zatlyn | | 55,000 | | 265,152 | | 320,152 |
Fiscal Year 2024 Non-Employee Director Compensation Table
(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, 2024, each of our non-employee directors, other than Mr. Belsky, held 1,405 unvested RSUs. (3)Mr. Belsky was appointed to our Board effective August 1, 2024 and did not serve as a director in fiscal year 2024. (4)Dr. Brown served as the Board Chair. (5)Mr. Goodarzi served as the chair of the CLDC. (6)Mr. Sordello served as the chair of the Audit Committee. (7)Mr. Wong served as the chair of the Nominating Committee.
Executive Summary
| What We Heard | How We Responded | | •Limit usage of one-time awards to executives | •No one-time awards were provided to executives in fiscal year 2024 | | •Lack of performance-based criteria on the vesting of equity awards | •Actively evaluating peer practices and designs to inform potential evolutions to our structure that are a) consistent with our compensation philosophy and principles and b) complementary to our existing ownership guidelines and holding requirements |
Compensation Philosophy and Governance Practices
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 non-CEO 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 CEO, 90% 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 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.
Compensation Philosophy and Governance Practices
| | What We Do | | What We Don’t Do | | Limit CEO pay given size of existing equity stake Prioritize equity-based compensation and ownership through the use of RSUs Link pay to strategic priorities (e.g., cloud revenue) that align with stockholder interests Set a cap on incentive payouts Utilize a four-year vesting period to support our long-term orientation Use of an independent compensation consultant to advise the CLDC Conduct annual succession planning Have an independent compensation committee Perform annual risk assessment reviewed by independent compensation consultants Maintain post-vesting stock ownership requirements for all senior leaders to create long-term ownership Maintain a clawback policy that permits the Board to recover incentive compensation, including annual bonus payments, in compliance with applicable law | | No “single trigger” equity acceleration upon a change in control when equity awards are assumed No excessive perquisites or personal benefits for executives No tax gross-ups to our executives No hedging or pledging of Atlassian stock by executives, without prior approval by the Audit Committee No special benefit or retirement plans that are exclusive to executive officers No guaranteed annual bonus payouts | |
Authority Over Executive Compensation
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 and 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 2024, the CLDC engaged Semler Brossy to provide 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 Atlassian other than the services relating to executive and director compensation.
Authority Over Executive 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. Role of Management In setting compensation for fiscal year 2024, our CEO, former Co-CEO, and Chief Administrative and Legal Officer worked closely with the Board in managing our executive compensation programs and attended CLDC meetings to discuss these topics. Our CEO and former Co-CEO 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 2024, 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 2024 compensation decisions:
Authority Over Executive Compensation
| Fiscal Year 2024 Compensation Peer Companies | | | | | | | Autodesk, Inc. | Datadog, Inc. | Okta, Inc. | ServiceNow, Inc. | Splunk Inc. | Workday, Inc. | | Block, Inc. | DocuSign, Inc. | Palo Alto Networks, Inc. | Shopify Inc. | Twilio Inc. | Zoom Video Communications, Inc. | | CrowdStrike Holdings, Inc. | Intuit, Inc. | Salesforce, Inc. | Snowflake, Inc. | Veeva Systems Inc. | |
Authority Over Executive Compensation
We removed three companies (Coupa Software, Inc., Twitter, Inc. and Zendesk, Inc.) due to M&A activity and added two companies (Datadog, Inc. and Snowflake, Inc.) with similar size and scale to Atlassian. Against the fiscal year 2024 peer group, we were positioned at the 37th percentile on trailing twelve-month revenues, 45th percentile on historical three-year compounded annual revenue growth, 49th percentile on market value, and 57th 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).
Average NEO Pay Mix
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 CEO and former Co-CEO and were reviewed and approved by the CLDC. As noted above, we strive for simplicity and equity within our compensation programs, and 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 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 peer group, and when appropriate, may adjust the base salary for all applicable executive officers in order to maintain internal equity.
Average NEO Pay Mix
(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 2024 of USD $1.00 to AUD $1.52 and 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 $49,052 for fiscal year 2024 and USD $49,442 for fiscal year 2023). As previously noted, our CEO and former Co-CEO primarily received a salary of AUD $74,653 (or USD $49,052 for fiscal year 2024). Annual Cash Incentive Compensation Approach to Annual Cash Incentives Our annual cash 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 cash incentive program is 100% formulaic and measures performance on cloud and Marketplace cloud revenue. For purposes of our annual cash incentive program, cloud and Marketplace 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, which is a component of other revenue as reported in the audited financial statements. Cloud revenue, including the related revenue from sales of third-party cloud apps in the Atlassian Marketplace, 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. Messrs. Cannon-Brookes and Farquhar do not participate in the annual cash incentive 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 Messrs. Cannon-Brookes and Farquhar) is eligible to receive an annual cash incentive award based on a specified target annual cash incentive award amount, expressed as a percentage of the NEO’s base salary. The potential payout will range from 0% up to 200% of an individual NEO’s target opportunity based on performance against predetermined financial goals. In fiscal year 2024, our NEOs participated in our annual cash incentive program at 60% target percentages of their base salary. The mechanics of the annual cash incentive program are as follows:
Average NEO Pay Mix
| Eligible Earnings(1) | × | Annual Cash Incentive Target % (60%) | × | Company Multiplier % (0% - 200%) | = | Annual Cash Incentive Payout |
Average NEO Pay Mix
Annual Cash Incentive Payments for Fiscal Year 2024 Performance The annual cash incentive 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 and Marketplace 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 2024 cloud and Marketplace cloud revenue threshold, target, and maximum goals (as well as actual fiscal year 2024 achievement) are shown below ($ in millions):
Average NEO Pay Mix
| Element | Threshold | Target | Maximum | Actual | | Cloud and Marketplace Cloud Revenue(1) | $2,414 | $2,840 | $3,266 | $2,778 | | Payout | 0 | 100% | 200% | 95.6% | | Year-over-year Cloud Revenue Growth | 13% | 32% | 52% | 30% |
Average NEO Pay Mix
| Executive Officer | Fiscal Year 2024 Target(1)(2) | Fiscal Year 2024 Cash Incentive Payment | | Joseph Binz | $330,000 | $315,520 | | Anu Bharadwaj | $360,000 | $344,200 | | Rajeev B. Rajan | $330,000 | $315,520 | | Cameron Deatsch(3) | $315,000 | $— |
Average NEO Pay Mix
(1)These amounts reflect the target dollar amount for fiscal year 2024. (2)Messrs. Cannon-Brookes and Farquhar do not participate in the annual cash incentive program due to their sizable equity stakes in Atlassian. (3)Mr. Deatsch stepped down from the role of Chief Revenue Officer, effective as of December 31, 2023. Long-Term Equity Incentive Compensation Approach to Long-Term Equity Incentive Compensation We view long-term equity incentive 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 CEO and former Co-CEO did not participate in our long-term equity incentive compensation program in fiscal year 2024 due to their sizable equity stakes in Atlassian, which we and they feel appropriately align their personal financial interests with our performance. For our fiscal year 2024 on-going equity awards, we granted 100% time-based RSUs to our NEOs who received grants. Ms. Bharadwaj received no new equity awards in fiscal year 2024. As stated in our previous Compensation Discussion and Analysis, 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 of 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). 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.
Average NEO Pay Mix
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. The CLDC also considered Mr. Binz’s relatively short tenure in his role as CFO when sizing his first annual equity award in fiscal year 2024. Performance Management Process and Connection to Fiscal Year 2024 Long-Term Equity Incentive Awards Each September we use our performance management assessment framework and resulting individual assessments from the most recent fiscal year to inform the equity award amounts. The fiscal year 2024 awards granted in September 2023 were based on our performance assessment outcomes from fiscal year 2023. Our performance management assessment framework follows a robust process to assess each individual against performance and development objectives. All performance assessments and long-term incentive outcomes were reviewed by the CLDC in consultation with our CEO and former Co-CEO. 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 2024 Performance In September 2023, we granted the following annual equity awards (with four-year ratable quarterly vesting) to our NEOs:
Average NEO Pay Mix
| Named Executive Officer | Target Value of Fiscal Year 2024 Awards(1) | Number of RSUs Granted (Actual)(2) | | Joseph Binz | $7,125,000 | 37,363 | | Anu Bharadwaj | — | — | | Rajeev B. Rajan | $10,250,000 | 53,750 | | Cameron Deatsch(3) | $8,100,000 | 42,476 |
Average NEO Pay Mix
(1)Ms. Bharadwaj received no new equity awards in fiscal year 2024. The CLDC determined the equity award granted in the prior fiscal year included both a role expansion component as well as the equivalent to Ms. Bharadwaj’s fiscal year 2024 annual equity award, which typically would have been granted in September 2023. (2)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 2023, which was $190.70, 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 2024 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 28, 2023 grant date. (3)Mr. Deatsch received an annual equity award in September to recognize his contributions in fiscal year 2023 pursuant to our ongoing annual equity grant program and such award partially vested according to the standard vesting schedule based on Mr. Deatsch’s continued service through December 31, 2023. He received one vest event in November 2023 and the remaining unvested RSUs were forfeited upon his departure. 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.
Severance Benefits
Severance Benefits Our NEOs, excluding Messrs. Cannon-Brookes and Farquhar, participate in the Atlassian Corporation Amended and Restated Executive Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides for our NEOs to receive a severance payment equal to nine months of base salary upon a termination of their employment 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, if the termination or resignation occurs within 3 months prior to or 12 months 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 3 months prior to or 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, 2024, is set forth in the subsection titled “Potential Payments Upon Termination or Change in Control” below.
Accounting for Stock-Based Compensation
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 the value reported from their awards.
Fiscal Year 2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Michael Cannon-Brookes (3) Co-Founder & Co-CEO | 2024 | 49,052 | — | — | 5,833 | 54,885 | | | 2023 | 49,442 | — | — | 5,667 | 55,109 | | Scott Farquhar(3)(4) Co-Founder & Co-CEO | 2024 | 49,940 | — | — | 5,931 | 55,871 | | | 2023 | 49,442 | — | — | 5,667 | 55,109 | | Joseph Binz Chief Financial Officer | 2024 | 550,000 | 7,358,269 | 315,520 | 16,463 | 8,240,253 | | | 2023 | 452,083 | 13,995,130 | 122,530 | 13,583 | 14,583,327 | | Anu Bharadwaj President | 2024 | 600,000 | — | 344,200 | 14,843 | 959,043 | | | 2023 | 543,750 | 27,483,145 | 147,370 | 10,525 | 28,184,790 | | Rajeev B. Rajan Chief Technology Officer | 2024 | 550,000 | 10,585,525 | 315,520 | 15,342 | 11,466,387 | | | 2023 | 543,750 | — | 147,370 | 12,304 | 703,424 | | Cameron Deatsch(5) Former Chief Revenue Officer | 2024 | 262,500 | 8,365,223 | — | 3,402 | 8,631,125 | | | 2023 | 525,000 | 10,298,692 | 142,290 | 13,216 | 10,979,199 |
Fiscal Year 2024 Grants of Plan-Based Awards Table
Fiscal Year 2024 Grants of Plan-Based Awards Table The following table provides information on the equity grants awarded to our NEOs in fiscal year 2024 and estimated payouts under our non-equity incentive plan.
Fiscal Year 2024 Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | Michael Cannon-Brookes | | | | | | | | Annual Incentive Program | | — | — | — | | | | Scott Farquhar | | | | | | | | Annual Incentive Program | | — | — | — | | | | Joseph Binz | | | | | | | | Annual Incentive Program | | — | 330,000 | 660,000 | | | | Annual Award | 9/28/23 | | | | 37,363 | 7,358,269 | | Anu Bharadwaj | | | | | | | | Annual Incentive Program | | — | 360,000 | 720,000 | | | | Rajeev B. Rajan | | | | | | | | Annual Incentive Program | | — | 330,000 | 660,000 | | | | Annual Award | 9/28/23 | | | | 53,750 | 10,585,525 | | Cameron Deatsch | | | | | | | | Annual Incentive Program | | — | 315,000 | 630,000 | | | | Annual Award | 9/28/23 | | | | 42,476 | 8,365,223 |
Fiscal Year 2024 Grants of Plan-Based Awards Table
(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 2024. (2)Constitutes equity awards in the form of RSUs that vest in equal quarterly installments over four years. All vest events occur on a quarterly schedule measured from August 14, 2024. (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.
Fiscal Year 2024 Grants of Plan-Based Awards Table
| | 2024 Proxy Statement |
Fiscal Year 2024 Grants of Plan-Based Awards Table
| Executive Compensation | 53 |
Fiscal Year 2024 Year-End Outstanding Equity Awards Table
Fiscal Year 2024 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, 2024. Our NEOs do not hold any stock options, so that portion of the table is omitted below.
Fiscal Year 2024 Year-End Outstanding Equity Awards Table
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Michael Cannon-Brookes | — | — | — | | Scott Farquhar | — | — | — | | Joseph Binz | 10/15/22(2) | 38,464 | 6,803,513 | | | 9/28/23(3) | 30,358 | 5,369,723 | | Anu Bharadwaj | 9/16/20(4) | 906 | 160,253 | | | 9/15/21(3) | 16,433 | 2,906,669 | | | 9/15/22(3) | 15,054 | 2,662,752 | | | 9/15/22(5) | 3,415 | 604,045 | | | 12/15/22(3) | 18,750 | 3,316,500 | | | 4/15/23(3) | 59,620 | 10,545,586 | | Rajeev B. Rajan | 6/15/22(3) | 60,342 | 10,673,293 | | | 9/28/23(3) | 43,672 | 7,724,704 | | Cameron Deatsch | — (6) | — | — |
Fiscal Year 2024 Year-End Outstanding Equity Awards Table
(1)Market value calculated based on a price per share of $176.88, the closing trading price of our Class A Common Stock on June 30, 2024. (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: 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. (4)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. (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. (6)Mr. Deatsch stepped down from the role of Chief Revenue Officer, effective as of December 31, 2023 and forfeited all unvested RSUs at that time.
Fiscal Year 2024 Year-End Outstanding Equity Awards Table
| 2024 Proxy Statement | |
Fiscal Year 2024 Year-End Outstanding Equity Awards Table
| 54 | Executive Compensation |
Fiscal Year 2024 Option Exercises and Stock Vested Table
Fiscal Year 2024 Option Exercises and Stock Vested Table The following table shows the vesting of RSUs for each of our NEOs during fiscal year 2024, including the value realized on vesting. Our NEOs do not hold any options, so that portion of the table is omitted below.
Fiscal Year 2024 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael Cannon-Brookes | — | — | | Scott Farquhar | — | — | | Joseph Binz | 24,099 | 4,569,099 | | Anu Bharadwaj | 56,915 | 10,869,087 | | Rajeev B. Rajan | 40,249 | 7,631,713 | | Cameron Deatsch | 24,281 | 4,483,608 |
Fiscal Year 2024 Option Exercises and Stock Vested Table
(1)Amounts 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.
Fiscal Year 2024 Option Exercises and Stock Vested Table
| | 2024 Proxy Statement |
Fiscal Year 2024 Option Exercises and Stock Vested Table
| Executive Compensation | 55 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The potential payments under our Executive Severance Plan for the termination of an NEO’s employment by the Company other than for cause or a resignation by the NEO for good reason are shown in the below table and are summarized as follows:
CEO Pay Ratio
CEO Pay Ratio The fiscal year 2024 total compensation of the median employee, based on the compensation of all employees who were employed as of June 30, 2024, other than our CEO and former Co-CEO, was $225,755. Mr. Cannon-Brookes’s fiscal year 2024 annual total compensation was $54,885 and Mr. Farquhar’s fiscal year 2024 annual total compensation was $55,871. The ratios of our CEO’s and former Co-CEO’s’ fiscal year 2024 pay to that of our median employee were 0.24 to 1 and 0.25 to 1, respectively. To identify the median employee, we used the following methodology and estimates, consistent with all applicable SEC rules: •We selected June 30, 2024 as the date upon which we would identify the “median employee.” •As of this date, we considered a total of 12,508 full- and part-time employees (other than our CEO and former Co-CEO). •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, 2024, 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
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 years 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 2024.
Pay Versus Performance
| | Summary Compensation Table Total for PEO (Cannon-Brookes)(2) ($) | Summary Compensation Table Total for PEO (Farquhar)(2) ($) | Compensation Actually Paid for PEO (Cannon-Brookes) ($) | Compensation Actually Paid for PEO (Farquhar) ($) | Average Summary Compensation Table Total for non-PEO NEOs(3) ($) | Average Compensation Actually Paid to non-PEO NEOs(3) ($) | Value of Initial Fixed $100 Investment Based On(1): | | | | | Year | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | GAAP Net Loss (in millions) ($) | Cloud Revenue(4) (in millions) ($) | | 2024 | $54,885 | $55,871 | $54,885 | $55,871 | $7,324,202 | $3,180,090 | $94.4 | $173.9 | -$300.5 | $2,699 | | 2023 | $55,109 | $55,109 | $55,109 | $55,109 | $13,612,685 | $9,861,062 | $89.5 | $133.7 | -$486.8 | $2,085 |
Pay Versus Performance
(1)The Peer Group Total Stockholder Return set forth 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 2024. The comparison assumes $100 was invested for the period starting June 30, 2022, through the end of the listed year in Atlassian Class A Common Stock and in the S&P 500 System Software Sub Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (2)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 2024 of USD $1.00 to AUD $1.52 and 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.
Pay Versus Performance
| 2024 Proxy Statement | |
Pay Versus Performance
| 58 | Executive Compensation |
Pay Versus Performance
(3)The individuals comprising the Non-PEO NEOs for each year are listed below:
Pay Versus Performance
| 2024 | 2023 | | Joseph Binz | Joseph Binz | | Anu Bharadwaj | Anu Bharadwaj | | Rajeev B. Rajan | Rajeev B. Rajan | | Cameron Deatsch | Cameron Deatsch |
Pay Versus Performance
(4)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 years 2024 and 2023. To calculate Compensation Actually Paid , the following amounts were deducted from and added to Summary Compensation Table total compensation:
Pay Versus Performance
| | Fiscal Year 2024 | | | Fiscal Year 2023 | | | | Fiscal Year 2024 Compensation Actually Paid | Mr. Cannon-Brookes (PEO) | Mr. Farquhar (PEO) | Non-PEO NEOs(1) | Mr. Cannon-Brookes (PEO) | Mr. Farquhar (PEO) | Non-PEO NEOs(1) | | Summary Compensation Table Total | $54,885 | $55,871 | $7,324,202 | $55,109 | $55,109 | $13,612,685 | | Less - Grant date fair value of awards granted during the fiscal year | — | — | $6,577,254 | — | — | $12,944,242 | | Plus - Fair value of awards granted during the fiscal year at vest (if vested) or at year-end (if unvested) | — | — | $4,198,254 | — | — | $10,268,477 | | Plus - Change in fair value of awards granted prior to the fiscal year (2) | — | — | -$1,765,112 | — | — | -$1,075,858 | | Compensation Actually Paid | $54,885 | $55,871 | $3,180,090 | $55,109 | $55,109 | $9,861,062 |
Pay Versus Performance
(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
Pay Versus Performance Tabular List We believe that cloud revenue, which we define as cloud revenue as reported in our audited financial statements, represents the most important financial performance measure used by us to link compensation actually paid to our NEOs to our performance for the fiscal year ended June 30, 2024.
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As explained in the “Compensation Discussion and Analysis,” our annual cash incentive program is tied to a broader definition of cloud revenue that includes fees received for sales of third-party cloud apps in the Atlassian Marketplace. 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. None of our cumulative total stockholder return over fiscal years 2023 and 2024, net income across fiscal years 2023 and 2024 or cloud revenue across fiscal years 2023 and 2024 had a direct impact on the Compensation Actually Paid (as computed in accordance with SEC rules) to our PEOs since our PEOs’ total compensation is comprised of a modest base salary and statutory superannuation contributions. However, because of the large number of shares of our common stock held by each of our co-CEOs, our cumulative total stockholder return over fiscal years 2023 and 2024 did have a negative impact on the aggregate value of their holdings. Our annual cloud revenue targets had a direct impact on the overall compensation of our Non-PEO NEOs, as it, when added to fees received for sales of third-party cloud apps in the Atlassian Marketplace, resulted in bonus payouts of 45.2% and 95.6% for fiscal years 2023 and 2024, respectively. However, the decline in our cumulative total stockholder return over fiscal years 2023 and 2024 reflects the challenging competitive landscape and macroeconomic environment. These factors collectively resulted in a decrease in the Compensation Actually Paid (as computed in accordance with SEC rules) to our Non-PEO NEOs for fiscal year 2024. Our net losses across fiscal years 2023 and 2024 were inclusive of stock-based compensation expense and did not have any impact on the Compensation Actually Paid (as computed in accordance with SEC rules) to our Non-PEO NEOs.
Analysis of the Information Presented in the Pay Versus Performance Table
| | 2024 Proxy Statement |