Karen Dykstra
Director at TEAM
Board
About Karen Dykstra
Karen Dykstra, age 66, is an independent director of Atlassian (TEAM), appointed effective April 15, 2025. She serves on the Audit Committee and has been determined to qualify as an audit committee financial expert. Dykstra holds a B.S. in Accounting from Rider University and an MBA from Fairleigh Dickinson University. Her background includes CFO roles at VMware (2023), AOL (2012–2015), CFO/COO roles at Plainfield entities (2006–2010), and CFO at ADP (2003–2006), with current public board service at Gartner Inc. (Lead Independent Director) and Arm Holdings plc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | Chief Financial Officer | 2023 | Played pivotal role during pre-acquisition transition to Broadcom Inc. |
| AOL, Inc. | CFO; Chief Financial & Administrative Officer | CFO 2012–2013; CFAO 2013–2015 | Senior leadership through transformation; governance experience |
| Plainfield Asset Management LLC | Partner | 2006–2010 | Risk oversight; investment management experience |
| Plainfield Direct LLC | COO & CFO | 2006–2010 | Operational/financial leadership for BDC |
| Automatic Data Processing, Inc. | Chief Financial Officer | 2003–2006 | Financial leadership in HR tech/services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gartner Inc. | Lead Independent Director | Not disclosed | Current role; extensive risk oversight & governance experience |
| Arm Holdings plc | Director | Not disclosed | Current role; public company board experience |
| VMware, Inc. | Director (prior) | Not disclosed | Prior board service |
| Crane Co. | Director (prior) | Not disclosed | Prior board service |
| AOL, Inc. | Director (prior) | Not disclosed | Prior board service |
| Boston Properties, Inc. | Director (prior) | Not disclosed | Prior board service |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 8 times in FY2025. Dykstra and Sordello are designated audit committee financial experts; all members are independent and financially literate under Nasdaq standards.
- Independence: The Board affirmatively determined Dykstra (and a majority of directors) are independent; all members of Audit, CLDC, and Nominating are independent.
- Attendance: The Board held 9 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings.
- Leadership structure: Independent Board Chair (Shona L. Brown, re-appointed September 2025); no Lead Independent Director deemed necessary.
- Election: Dykstra is nominated for election to serve until the next annual meeting. Majority voting in uncontested elections applies, with resignation policy upon failure to receive majority support.
Fixed Compensation
| Item | FY2025 Amount | Detail |
|---|---|---|
| Cash retainer earned (partial year) | $11,764 | Appointed April 15, 2025 |
| Annual Board cash retainer (policy) | $55,000 | Standard annual retainer; not pro-rated detail beyond earned disclosed |
| Committee chair retainers (policy) | Audit Chair $20,000; CLDC Chair $15,000; Nominating Chair $10,000 | Not applicable to Dykstra in FY2025; Sordello was Audit Chair, Goodarzi CLDC Chair, Wong Nominating Chair |
| Independent Board Chair retainer (policy) | $50,000 | Chair role held by Brown, not Dykstra |
| Meeting fees | None | Company does not pay meeting attendance fees |
| Expense reimbursement | Reasonable expenses reimbursed | Per policy |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| RSU Award (Form 4) | 2025-04-14 | 953 RSUs; post-award ownership 2,453 shares | Director RSUs generally vest in full on earlier of 1-year from grant or next annual meeting, subject to continued service | Grant disclosed on Form 4; vesting mechanics per Non-Employee Director Compensation Policy |
| Annual equity award (policy) | On annual meeting date | Value $290,000 (rounded to whole shares) | Vests over the director cycle (as above) | FY2025 policy value; directors’ awards are time-based (non-performance) |
| RSU grant date fair value (FY2025 proxy table) | Not specifically dated | $191,543 | Per FASB ASC 718 | Dykstra’s FY2025 stock award value in proxy compensation table |
| Clawback | Policy applies | N/A | Awards subject to compensation recovery policy and applicable law | Restated 2015 SIP clawback provision |
| Change-of-control (Sale Event) | N/A | N/A | Time-based awards fully accelerate if not assumed; performance awards may vest per plan/award agreement | SIP sale event treatment; director compensation limit $1,500,000/year |
| Options to directors | None since SIP inception | N/A | N/A | No options granted to directors/officers since initial adoption of SIP |
Director Compensation (FY2025)
| Name | Cash ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| Karen Dykstra | 11,764 | 191,543 | 203,307 |
Stock ownership policy: Non-employee directors must hold Atlassian stock valued at least $265,000 within 4 years of initial appointment; Semler Brossy reviewed and found policy competitive.
Other Directorships & Interlocks
| Company | Overlap With Atlassian | Potential Conflict/Interlock |
|---|---|---|
| Gartner Inc. (Lead Independent Director) | Not disclosed | Board independence determinations consider ordinary-course arms-length transactions with companies where directors have roles; no specific related transaction disclosed for Dykstra |
| Arm Holdings plc (Director) | Not disclosed | Same as above; no Dykstra-specific related transactions disclosed |
Expertise & Qualifications
- 30+ years of financial leadership across technology and financial services; CFO experience at VMware, AOL, ADP; partner/operator at Plainfield.
- Pivotal role in VMware’s pre-acquisition transition to Broadcom, demonstrating change-management and scaling expertise.
- Designated audit committee financial expert; deep risk oversight and governance experience; current Lead Independent Director at Gartner; director at Arm.
- Education: B.S. Accounting (Rider University), MBA (Fairleigh Dickinson University).
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (Class A) | 1,500 shares; <1% | September 30, 2025 | As reported in Security Ownership Table |
| Unvested RSUs | 953 | June 30, 2025 | Unvested RSUs held by Dykstra |
| Post-award holdings | 2,453 shares | Filing/txn date Apr 14–15, 2025 | Reflects Form 4 award of 953 RSUs; director ownership post-transaction |
| Ownership guideline | $265,000 minimum | Policy effective FY2025 | Directors have 4 years from appointment to comply; current compliance status not disclosed |
| Pledging/Hedging | Not disclosed | N/A | No Dykstra-specific pledging disclosed in proxy |
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | Security | Link |
|---|---|---|---|---|---|---|
| 2025-04-14 | 2025-04-14 | Form 3 | 0 | 1,500 | Class A Common Stock | |
| 2025-04-15 | 2025-04-14 | Form 4 (Award) | 953 RSUs | 2,453 | Class A Common Stock |
Governance Assessment
- Strengths: Independent director with deep CFO experience; Audit Committee member and designated financial expert; broad public board exposure (Gartner lead independent director; Arm director), enhancing oversight credibility.
- Alignment: Receives modest cash retainer and time-based RSUs; subject to ownership guideline of $265,000 within 4 years of appointment; current holdings disclosed and increasing via RSU grants.
- Engagement: Board and committee attendance thresholds met; active on Audit Committee; Board maintains independent Chair and majority independence.
- Conflicts/Related Party Exposure: No Dykstra-specific related-party transactions disclosed; Audit Committee (of which Dykstra is a member) reviews related person transactions and approved aircraft arrangements with the CEO, indicating robust oversight of conflicts.
- RED FLAGS: None identified specific to Dykstra (no pledging, no repricing, no meeting fees, no options grants to directors); director compensation subject to $1.5M annual cap; awards subject to clawback.