Michael Cannon-Brookes
About Michael Cannon-Brookes
Michael Cannon‑Brookes (age 45) is CEO and Co‑Founder of Atlassian (director since 2002). He holds a B.S. in Information Systems from the University of New South Wales and has served as an Adjunct Professor of Computer Science & Engineering at UNSW since 2014 . Under his leadership, Atlassian reported FY2025 revenue of $5.2B (+20% YoY), Cloud revenue of $3.4B (+28% YoY), Free Cash Flow of $1.4B (27% FCF margin), 120% Cloud NRR, and 300,000+ cloud customers . Pay-versus-performance disclosure shows a $100 investment in TEAM equated to $108.4 in value for FY2025 in the TSR table context (not necessarily indicative of future results) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlassian Corporation | CEO & Co‑Founder | 2002–Present | Scaled Cloud business (FY2025 Cloud revenue $3.4B, +28% YoY); strong cash generation (FCF $1.4B; 27% margin) |
| University of New South Wales | Adjunct Professor (CS&E) | 2014–Present | Academic/industry engagement; technology leadership credentials |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Other public company boards | — | — | None disclosed for Cannon‑Brookes |
Fixed Compensation
| Year | Base Salary (USD) | Bonus Paid (USD) | Stock/Option Awards (USD) | All Other Comp (USD) | Total (USD) |
|---|---|---|---|---|---|
| FY2025 | $48,258 | $0 (forgoes) | $0 | $5,982 | $54,240 |
| FY2024 | $49,052 | $0 (forgoes) | $0 | $5,833 | $54,885 |
| FY2023 | $49,442 | $0 (forgoes) | $0 | $5,667 | $55,109 |
- CEO pay ratio FY2025: 0.25:1 (CEO total comp $54,240 vs median employee $216,706) .
- Salary is set in AUD (AUD 74,653); figures converted to USD at average FX for the year .
Performance Compensation
Cannon‑Brookes does not participate in Atlassian’s annual cash incentive program and does not receive long‑term equity incentive awards due to his substantial pre‑existing ownership .
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (CEO) | — | — | — | Not eligible (forgoes) | — |
| Long‑Term Incentive (CEO) | — | — | — | Not eligible (forgoes) | — |
Reference for NEO plan design (context for company incentives): FY2025 annual cash incentive for other NEOs was 100% formulaic on Cloud and Marketplace Cloud revenue; actual $3,547M vs $3,609M target (96.6% payout) . RSUs for NEOs vest quarterly over four years .
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | % of Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|
| Michael Cannon‑Brookes | — | 48,024,933 | 50.00% | 42.59% | Shares held by CBC Co Pty Limited as trustee for the Cannon‑Brookes Head Trust |
- Rule 10b5‑1 plan: Adopted June 2025; intends to sell up to 1,916,250 Class B shares (to convert to Class A prior to sale) through June 2026, subject to Rule 144 volume limits; designed to stagger sales to reduce market impact .
- Hedging/pledging: Prohibited for executives/directors without Audit Committee approval .
- Stock ownership/holding: Company maintains stringent post‑vesting holding requirements for executives (hold 20% of post‑tax shares from all awards; primarily applicable to non‑CEO NEOs given CEO forgoes LTI) .
Employment Terms
| Topic | Terms |
|---|---|
| Severance (non‑CIC) | CEO is not eligible under the Executive Severance Plan . |
| Change‑in‑Control | CEO not eligible under the Executive Severance Plan; for reference, other NEOs receive 12 months base salary, 100% target bonus, COBRA cash equivalent, and equity acceleration subject to double‑trigger if awards are assumed; if not assumed, acceleration occurs at CIC . |
| Clawback | Company Compensation Recovery Policy (SEC/Nasdaq‑compliant) requires recovery of erroneously awarded “Incentive Compensation” received in the 3 completed fiscal years preceding a required restatement; applies to Section 16 officers . Plan documents incorporate clawback/recoupment . |
| 10b5‑1/Trading | Insider Trading and Disclosure Policy permits Rule 10b5‑1 plans; several directors/executives utilize them . |
Board Governance
- Role and independence: Cannon‑Brookes is CEO and a director (not independent); he is not a member of the Audit, Compensation & Leadership Development (CLDC), or Nominating Committees .
- Board leadership: Independent Chair (Dr. Shona L. Brown; re‑appointed Sept 2025); no Lead Independent Director deemed necessary with independent Chair .
- Committee composition: All members of Audit, CLDC, and Nominating are independent; Audit had 8 meetings; CLDC 3; Nominating 3 in FY2025 .
- Attendance: The Board held 9 meetings in FY2025; each director attended at least 75% of applicable Board/committee meetings .
- Director pay: Employee directors receive no additional compensation for Board service .
Director Service Snapshot (Cannon‑Brookes)
| Attribute | Detail |
|---|---|
| Director since | 2002 |
| Independence | Non‑independent (CEO) |
| Committees | None |
| Board Chair/Lead ID | Independent Chair; no Lead ID currently |
| Attendance | ≥75% of meetings for all directors; Board met 9x in FY2025 |
Compensation Committee Analysis (Peer Context)
- Independent consultant: Semler Brossy advises the CLDC; no conflicts identified .
- Peer group (FY2025 decisions): Autodesk, Block, CrowdStrike, Datadog, DocuSign, Intuit, Okta, Palo Alto Networks, Salesforce, ServiceNow, Shopify, Snowflake, Splunk, Twilio, Veeva, Workday, Zoom .
- Market positioning: Relative to peers, Atlassian was at 34th percentile TTM revenue, 60th percentile 3‑yr revenue CAGR, 49th percentile market value, 54th percentile employees .
- Governance practices: No single‑trigger equity acceleration when awards are assumed; no excessive perqs or tax gross‑ups; clawback maintained; post‑vesting holding requirements; anti‑hedging/pledging policies .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~97.6% “for” .
- Frequency: Annual Say‑on‑Pay; next frequency vote expected at 2029 meeting under Dodd‑Frank .
Risk Indicators & Red Flags
- Dual‑class control: Co‑founders collectively hold 100% of Class B; Cannon‑Brookes alone holds 50.00% of Class B and 42.59% total voting power .
- Selling overhang: Rule 10b5‑1 plan to sell up to 1,916,250 shares through June 2026 under Rule 144 limits may create periodic supply; sales spread to reduce market impact .
- Hedging/pledging: Restricted absent Audit Committee approval, mitigating alignment risks .
- Clawback in place; no tax gross‑ups; no special executive retirement plans; no guaranteed annual bonus .
Equity Ownership & Alignment (Detail)
| Item | Detail |
|---|---|
| Beneficial owner | CBC Co Pty Limited as trustee for the Cannon‑Brookes Head Trust |
| Class B shares | 48,024,933 (50.00% of Class B) |
| Total voting power | 42.59% |
| Pledging/Hedging | Prohibited without Audit Committee approval |
| Rule 10b5‑1 plan | Up to 1,916,250 shares to be sold through June 2026; subject to Rule 144 volume limits |
| Director compensation | No additional pay as an employee director |
Investment Implications
- Alignment: Cannon‑Brookes’ cash pay is de minimis and he forgoes bonus and LTI; alignment is driven by large, long‑duration equity ownership and voting control .
- Overhang/flow: The 2025–2026 Rule 10b5‑1 plan introduces a measured, time‑bound supply of shares; Rule 144 constraints and plan staggering mitigate day‑to‑day impact but represent ongoing insider selling pressure to monitor .
- Governance: Independence concerns from CEO/director dual role are mitigated by an independent Board Chair and fully independent key committees with strong risk oversight and clawback/anti‑hedging policies .
- Pay‑for‑performance: CEO compensation does not directly vary with targets, but company‑wide incentives emphasize Cloud revenue growth with disciplined payout curves; sustained Cloud execution (28% YoY in FY2025) remains the primary lever for management variable pay and long‑term value creation .
- Retention/termination risk: CEO’s exclusion from the Executive Severance Plan reduces potential severance costs but offers limited contractual retention features; retention is primarily equity‑based via substantial founder ownership .