Jason Warner
Director at TEAM
Board
About Jason Warner
Independent director of Atlassian (TEAM); age 48; joined the Board effective October 1, 2025; serves on the Compensation and Leadership Development Committee (CLDC). Warner is Co-Founder and Co-CEO of Poolside, a frontier AI lab, and a seasoned technologist with prior roles including CTO of GitHub and engineering leadership at Heroku and Canonical; he holds a BS in Computer Science (Penn State) and an MS in Computer Science (Rensselaer Polytechnic Institute). The Board has affirmatively determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GitHub, Inc. | Chief Technology Officer | 2017–2021 | Expanded user base to tens of millions; executive during $7.5B acquisition by Microsoft (2018) |
| Heroku | Engineering leadership roles | 2014–2017 | Engineering leadership at cloud application platform |
| Canonical | Engineering leadership roles | 2010–2014 | Engineering leadership at Ubuntu’s parent company |
| 41st Parameter | Engineering roles | 2006–2010 | Engineering roles at fraud detection tech firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Poolside, Inc. | Co-Founder & Co-CEO | 2023–Present | Frontier AI lab; private company |
| Redpoint Ventures | Managing Director | 2021–2023 | Venture capital investing and advisory |
| Other public company boards | — | — | 0 current public company directorships |
Board Governance
- Committee assignments: Member, Compensation and Leadership Development Committee (CLDC); appointed concurrently with Board appointment effective October 1, 2025. Not a committee chair.
- Independence: Board determined Warner is independent; all standing committees and their chairs are 100% independent.
- Board leadership: Independent Board Chair (Shona L. Brown); Board has separated Chair and CEO roles; no Lead Independent Director needed given independent Chair.
- Board and committees activity: FY2025 Board held nine meetings; each director met at least 75% attendance thresholds (Warner joined after FY2025).
- Executive sessions: Independent directors hold executive sessions for all quarterly Board meetings led by the Chair.
- Risk oversight: CLDC oversees compensation program risks, succession planning, human capital; Audit Committee oversees financial, cyber/privacy, and related-party risk; Nominating Committee oversees governance and board effectiveness.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer (Board membership) | 55,000 | Paid to non-employee directors |
| Additional retainer – Independent Board Chair | 50,000 | Chair premium |
| Committee chair – Audit | 20,000 | Annual chair fee |
| Committee chair – CLDC | 15,000 | Annual chair fee |
| Committee chair – Nominating | 10,000 | Annual chair fee |
| Meeting fees | 0 | No meeting attendance fees; reasonable expenses reimbursed |
| Director | FY2025 Cash ($) | FY2025 Stock Award ($) | Total ($) |
|---|---|---|---|
| Jason Warner | 0 | 0 | 0 |
- Stock ownership guideline: Non-employee directors must hold Atlassian stock with fair market value ≥ $265,000; 4 years to reach compliance.
Performance Compensation
| Equity Component | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU Award | 290,000 | Vests in full at earlier of one-year anniversary or next annual meeting; continued service required | None disclosed for directors; time-based RSUs only |
No director performance metrics (revenue/EBITDA/TSR/ESG) are tied to director equity awards; awards are time-based RSUs under the Non-Employee Director Compensation Policy.
Other Directorships & Interlocks
- Other public company boards: None for Warner.
- Potential interlocks: Warner leads Poolside (AI); Atlassian is investing in AI, but no disclosed business dealings between Atlassian and Poolside.
- Related-party transactions: Audit Committee policy requires review/approval; FY2025 related-person transactions disclosed did not include Warner.
Expertise & Qualifications
- Technologist with deep AI and developer tools domain expertise; led development of advanced AI models with enterprise security/privacy emphasis.
- Human capital/compensation exposure via CLDC membership; board experience includes venture investing and executive leadership at scaled software platforms.
- Education: BS in Computer Science (Penn State); MS in Computer Science (RPI).
Equity Ownership
| As-of Date | Shares Owned | Class | Source |
|---|---|---|---|
| 2025-09-30 | — | — | No shares listed for Warner in security ownership table |
| 2025-10-01 | Form 3 filed | — | Initial director ownership filing |
| 2025-10-01 | +378 (award) | Class A Common Stock | RSU/stock award; post-transaction ownership 378 shares |
| Insider Trade | Transaction Date | Form Type | Transaction Type | Shares Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| Director appointment filing | 2025-10-01 | 3 | — | 0 | — | |
| Award/Grant | 2025-10-01 | 4 | A (Award) | 378 | 378 |
- Pledging/Hedging: Prohibited without Audit Committee approval per company policy; directors/officers subject to insider trading policy and Rule 10b5-1 plan guidelines.
Governance Assessment
- Board effectiveness: Adding Warner’s AI/software expertise to the CLDC enhances oversight of incentive design amid Atlassian’s AI-driven strategy; CLDC uses independent consultant Semler Brossy and conducts annual market assessments, with independence confirmed and no conflicts.
- Independence and alignment: Warner is independent; director equity is time-based and subject to ownership guidelines, promoting long-term alignment.
- Attendance and engagement: FY2025 Board met nine times and directors met attendance thresholds; Warner joined after FY2025; committee structures reviewed annually.
- Related-party/conflict controls: Audit Committee pre-approves related-person transactions; no Warner-related transactions disclosed; hedging/pledging restricted; clawback policy in place.
- RED FLAGS: None disclosed specific to Warner (no low attendance, no related-party transactions, no hedging/pledging, no tax gross-ups for directors).
Context: Atlassian’s governance practices include independent Chair, majority-independent Board, executive sessions, annual evaluations via outside advisor, and strong stockholder engagement. These practices generally support investor confidence in board oversight. (See Directors and Corporate Governance sections)