Atlassian Corp TEAM

49% shingled-prose overlap between the two filings.

2024: 57,514 chars · 2025: 62,641 chars

• Committee Report:28% overlap (6,000 → 5,999 chars)
• Pay Ratio (Item 402(u)):59% overlap (2,259 → 2,241 chars)
• Say-on-Pay proposal:51% overlap (25,000 → 25,000 chars)

• changedFor the fiscal year ended June 30, 2025 2024these individuals were:
• changedNamed Executive OfficerPositionMichael Cannon-BrookesCo-Founder and Chief &Co-ChiefExecutive Officer Scott OfficerScottFarquhar(1)Co-Founder and Former &Co-Chief Executive OfficerJoseph BinzChief Financial OfficerAnu Bharadwaj(2)PresidentRajeev BharadwajPresidentRajeevRajanChief Technology OfficerBrian Duffy(3)Chief OfficerCameronDeatsch(2)FormerChiefRevenue Officer
• changed(1)Mr. Farquhar stepped down from his role as ourCo-Chief Executive Officer Officer,effective asofAugust 31, 2024.
• new(2)Ms. Bharadwaj will be stepping down from her role as President effective December 31, 2025.
• new(3)Mr. Duffy became our Chief Revenue Officer effective January 1, 2025.
• newWe have undergone or announced three NEO changes since the beginning of fiscal year 2025:
• changed•Mr. •AsannouncedinApril2024,Mr.Farquhar, our Co-Founder, former Co-Chief Executive Officer, and director, stepped down from his role as Co-Chief Executive Officer effective onAugust 31, 2024.
• changedMr. Farquhar continuestoprovideservicesasaspecialadvisortotheCompanyandcontinues to serve as a member of our theBoard.
• new•Mr. Duffy was appointed as our Chief Revenue Officer effective January 1, 2025.
• newMr. Duffy joined us from SoftwareOne, where he most recently served as Chief Executive Officer.
• new•On August 8, 2025, we announced that Anu Bharadwaj will be stepping down from her role as President effective December 31, 2025.
• newExecutive Compensation35
• changedFiscal Year 2025 2024Company Performance
• newWe invest significantly in our deeply interconnected portfolio of apps, AI agents, and Collections, which each have their own discrete value propositions for delivering solutions for software teams, IT operations and support teams, and leadership and business teams.
• newOur apps and agents are easy to adopt and use, which allows them to support a wide range of teams.
• changedIn fiscal year 2025, 2024,we achieved strong business and financial results, including:
• newTotal Revenue$5.2 billion 20% from FY24AI Monthly Active Users2.3 millionCloud Revenue$3.4 billion 28% from FY24Cash Flow from Operations$1.5 billionFree Cash Flow (1)$1.4 billionFree Cash Flow Margin of 27%120% Cloud Net RevenueRetention Rate (2)300,000+Cloud Customers
• changedSee Appendix A tothisProxyStatementfor information regarding non-GAAP financial measures, including a reconciliation of Free Cash Flow to the most directly comparable GAAP financial measure.
• changedOur competitors include large technology vendors vendors,includingMicrosoft(includingGitHub)andIBM,and smaller companies suchasGitlabthat offer project management, collaboration and developer tools.
• new•Service Teams.
• newOur competitors range from cloud vendors targeting enterprise service management teams to legacy vendors that offer service desk solutions.
• changedOur competitors range from large technology vendors vendors,includingMicrosoftandAlphabet,that offer a suite of products, to smaller companies that likeAsana,Monday.com,NotionandSmartsheet,whichoffer point solutions for team collaboration.
• changedOur revenue and headcount have grown significantlyover the last three fiscal years, commensurate with our market opportunities.
• changedThe vast majority of our employees can work from home, the office, or a combination of the two within 15 14countries.
• changedWe believe this approach allows for a variety of benefits, including greater flexibility for our employees and broadening our talent pool beyond the urban hubs in which we have physical office locations.
• changedWe also have a large employee population populationsin Australia, as well as Austin, Seattle, and New York which are additional technology hubs and battlegrounds for experienced talent in the United States. U.S.
• new36Executive Compensation
• newCEO Compensation
• changedMr. Cannon-Brookes, our CEO & Co-Founder, hasagreedand Scott Farquhar, our Co-Founder & former Co-CEO while he was serving in his executive role, each Co-CEO,hadagreed whenservingasCo-CEOto receive a level of compensation that is substantially lower than CEOs at many peer companies.
• changedCannon-Brookes and Farquhar substantially reduced their annual base salaries to AUD $74,653 (equal to USD $48,258 $49,052in fiscal year 2025, 2024,converted into U.S. dollars using a monthly average exchange rate for fiscal year 2025 2024of USD $1.00 to AUD $1.55). $1.52).
• newMr. Farquhar’s salary in fiscal year 2025 was also pro-rated to reflect his partial year of service as an executive officer.
• changed2024“Say-on-Pay” Advisory Vote on Executive Compensation
• newAt our 2023 Annual Meeting of Stockholders, our stockholders voted, on an advisory and non-binding basis, for an annual non-binding advisory vote on the compensation program for our named executive officers (“Say-on-Pay” vote).
• newOn the basis of that recommendation, the Board has determined that future Say-on-Pay proposals would be conducted each year.
• newAccordingly, Say-on-Pay proposals will continue to be presented to our stockholders annually unless our stockholders vote at our 2029 Annual Meeting of Stockholders, as required under the Dodd Frank Act and the related rules of the SEC, to approve a different Say-on-Pay vote frequency.
• changedDuring Atour 2024 2023Annual Meeting of Stockholders, approximately 97.6% Meeting,97.5%of the votes cast were in favor of our Say-on-Pay proposal, advisoryvoteonexecutivecompensation(“Say-on-Pay”vote),which indicated broad support for our executive compensation program and philosophy.
• newWe continue to consider the direct feedback we receive when engaging with stockholders and feedback from proxy advisors, highlights of which are summarized in the below table, as we make compensation decisions for our named executive officers.
• newAfter considering these factors, as well as the desire to attract, retain and motivate high-level talent, we determined to maintain the same overall compensation design for 2025.
• changedWhat We Heard How We Responded•Limit usage of one-time awards to executives•No one-time awards outside of new hire awards were provided to executives in fiscal year 2025•Lack 2024•Lackof performance-based criteria on the vesting of equity awards•Continuously awards•Activelyevaluating peer practices and designs to inform potential evolutions to our structure that are (a) a)consistent with our compensation philosophy and principles and (b) b)complementary to our existing ownership guidelines and holding requirements•Lack of risk mitigators (e.g., clawback policies, stock ownership guidelines, holding period requirements)•Maintained our peer group-leading executive stock ownership requirements and holding requirements which require executives to hold 20% of post-tax shares from all equity awards, except for new-hire awards.
• newAssuming neutral share price performance, non-CEO NEOs would be required to hold shares valued at over seven times their annualized base salary on average over ten years to build a meaningful ownership stake.
• newThe next highest requirement for a non-CEO NEO within our peer group is five times their base salary over a five-year period.
• newExecutive Compensation37
• changedWe OurCo-Foundershave instilled a focus beyond annual results in favor of sustained, long-term performance, with an emphasis on equity ownership.
• changedWe adopted a rigorous stock ownership requirementspolicy to foster an ownership mentality, go-forward business strategy accountability, and long-term thinking.
• changedWhat 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 continuous annualsuccession 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
• changedThe 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 People AdministrativeandLegalOfficer.
• changedAll decisions regarding named executive officer compensation are made solely by the CLDC.
• changedIn fiscal year 2025, 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.
• changedIn setting compensation for fiscal year 2025, 2024,our CEO CEO,formerCo-CEO,and Chief People AdministrativeandLegalOfficer worked closely with the Board in managing our executive compensation programs and attended CLDC meetings to discuss these topics.
• changedOur CEO andformerCo-CEOmade recommendations to the CLDC regarding compensation for our executive officers (other than himself) themselves)because of his theirdaily involvement with our executive team.
• changedFor fiscal year 2025, 2024,the CLDC assessed the competitiveness of each element of each executive officer’s total target direct compensation against our executive pay peer group.
• changedAfter considering the above factors, the CLDC approved the following peer group for fiscal year 2025 2024compensation decisions:
• changedFiscal Year 2025 2024Compensation Peer CompaniesAutodesk, 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.
• changedAgainst the fiscal year 2025 2024peer group, we were positioned at the 34th 37thpercentile on trailing twelve-month revenues, 60th 45thpercentile on historical three-year compounded annual revenue growth, 49th percentile on market value, and 54th 57thpercentile on the total number of employees.
• changedExcluding pay for our CEO and former Co-CEO, over 95% 90%of our NEOs’ target total pay is linked to performance as illustrated in the chart below:
• changedFor fiscal year 2025, 2024,the primary elements of our NEOs’ compensation were:
• changedThe base salaries listed below, other than for our CEO and former Co-CEO, belowwere established in reference to our peer group with input from the CEO and, for fiscal year 2024, andformer Co-CEO and were reviewed and approved by the CLDC.
• changedThe below table reflects the annualized base salary of each NEO as of June 30, 2024 2023and 2025. 2024.
• newExecutive OfficerFiscal Year 2024 Base SalaryFiscal Year 2025 Base SalaryMichael Cannon-Brookes(1)$49,442 $48,258 Scott Farquhar(1)$49,442 $48,258 Anu Bharadwaj(2)$600,000 $625,000 Joseph Binz(2)$550,000 $575,000 Rajeev Rajan(2)$550,000 $575,000 Brian Duffy$— $575,000
• changedCannon-Brookes and Farquhar are paid in Australian dollars, which have been converted into US dollars using a monthly average exchange rate for fiscal year 2025 2024of USD $1.00 to AUD $1.55 $1.52and for fiscal year 2024 2023of USD $1.00 to AUD $1.52. $1.51.
• changedCannon-Brookes and Farquhar each opted to reduce their salaries to AUD $74,653 (or USD $48,258 $49,052for fiscal year 2025 2024and USD $49,442 for fiscal year 2024). 2023).
• newWhile an annualized amount is set forth in the table above, Mr. Farquhar’s salary in fiscal year 2025 was pro-rated to reflect his partial year of service as an executive officer.
• new(2)The base salaries for our continuing non-CEO NEOs from the prior year were increased by $25k (~4%) and considered several factors including history of pay changes, competitive market positioning and alignment with our pay philosophy, and internal equity positioning
• changedIn fiscal year 2025, 2024,our NEOs’ NEOsparticipatedinourannual cash incentive program was targeted at 60% targetpercentagesof their annual base salaries. salary.
• changedEligibleEarnings(1)×Annual Cash IncentiveTarget %(60%)×CompanyMultiplier %(0% - 200%) =Annual CashIncentivePayout CashIncentivePayout
• changed(1)Eligible earnings reflect salary earned during fiscal year 2025 2024
• changedAnnual Cash Incentive Payments for Fiscal Year 2025 2024Performance
• changedThe fiscal year 2025 2024Cloud and Marketplace Cloud revenue threshold, target, and maximum goals (as well as actual fiscal year 2025 2024achievement) are shown below ($ in millions):
• newElementThresholdTargetMaximumActualCloud and Marketplace Cloud Revenue(1)$3,067 $3,609 $4,150 $3,547 Payout0 100%200%96.6%Year-over-year Cloud Revenue Growth10%30%49%28%
• changed(1)Cloud and Marketplace Cloud revenue is equal to Cloud revenue as reported in the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, 2024,plus fees received for sales of third-party cloud apps in the Atlassian Marketplace.
• changedDuring fiscal year 2025, 2024,we achieved Cloud and Marketplace Cloud revenue of $3,547 $2,778million, which corresponds to 98.3% 97.8%of the fiscal year 2025 2024target.
• changedThis performance translated into cash incentive payouts equal to 96.6% 95.6%of each executive’s targeted amount based on a 2.0x leveraged payout curve between 95% and 105% Cloud and Marketplace Cloud revenue attainment (i.e., 2% change in payout for each 1% change in attainment), as shown below.
• newExecutive OfficerFiscal Year 2025 Target(1)(2)Fiscal Year 2025 Cash Incentive PaymentAnu Bharadwaj$287,301 $277,540 Joseph Binz$341,250 $329,650 Rajeev Rajan$341,250 $329,650 Brian Duffy$172,500 $166,640
• changed(1)These amounts reflect the target dollar amount for fiscal year 2025 based on each NEO’s eligible earnings. 2024.
• changedOur CEO and former Co-CEO did not participate in our long-term equity incentive compensation program in fiscal year 2025 2024due to their sizable equity stakes in Atlassian, which we and they feel appropriately align their personal financial interests with our performance.
• newIn addition, annual equity awards are subject to holding requirements intended to align long-term NEO and shareholder interests.
• changedPerformance Management Process and Connection to Fiscal Year 2025 2024Long-Term Equity Incentive Awards
• changedThe fiscal year 2025 2024awards granted in September 2024 2023were based on our performance assessment outcomes from fiscal year 2024. 2023.
• changedAll performance assessments and long-term incentive outcomes were reviewed by the CLDC in consultation with our CEO. CEOandformerCo-CEO.
• changedAnnual Equity Awards for Fiscal Year 2025 2024Performance

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