Michelle Zatlyn
Director at TEAM
Board
About Michelle Zatlyn
Co‑founder of Cloudflare with deep operating and product leadership experience; currently President (since 2020) and Co‑Chair (since 2025) at Cloudflare; previously COO (2016–2025) and Head of User Experience (2009–2016). Independent director at Atlassian since 2021; age 46; serves on the Audit Committee. Education: B.S. in chemistry and business (McGill University); M.B.A. (Harvard Business School). Recognized technology leader (Fortune 40 Under 40, Marie Claire New Guard, WomenTech 100).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. | Co‑Founder; President; Co‑Chair | President: 2020–Present; Co‑Chair: 2025–Present | Grew Cloudflare from startup to global public company; executive, strategic, and product development leadership |
| Cloudflare, Inc. | Chief Operating Officer | 2016–2025 | Scaled operations; enterprise execution at scale |
| Cloudflare, Inc. | Head of User Experience | 2009–2016 | Product and UX leadership during early growth |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cloudflare, Inc. (NYSE: NET) | Director; Co‑Chair | Director since prior to 2025; Co‑Chair since 2025 | Other public company board; executive role may present ordinary‑course interactions assessed for independence by Atlassian’s Board |
Board Governance
- Independence: Board has affirmatively determined Michelle Zatlyn is independent under Nasdaq standards; all Audit, CLDC, and Nominating Committee members are independent.
- Committee assignments: Audit Committee member (Chair: Steven Sordello; other members include Karen Dykstra, Christian Smith). All Audit members meet Nasdaq financial literacy; Sordello and Dykstra designated financial experts (Zatlyn not designated). Audit Committee met 8 times in FY2025.
- Board activity/attendance: Board held 9 meetings in FY2025; each director attended at least 75% of applicable Board and committee meetings. No directors attended the 2024 annual meeting (company encourages but does not require).
- Board leadership: Independent Board Chair (Shona L. Brown); no Lead Independent Director deemed necessary.
- Audit Committee scope includes oversight of financial reporting, internal controls, auditor independence, enterprise risk, and approval/oversight of related‑party transactions.
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $55,000 | Standard non‑employee director cash retainer |
| Committee chair fees | $0 | Not a committee chair (Audit Chair retainer is $20,000 for reference) |
| Board Chair increment | $0 | Not Board Chair (increment is $50,000 for Board Chair) |
| Meeting fees | $0 | Company does not pay meeting attendance fees |
| FY2025 cash actually paid | $55,000 | Per FY2025 director compensation table |
Performance Compensation (Non‑Employee Director – FY2025)
| Component | Grant Value | Grant/Terms | Vesting/Conditions |
|---|---|---|---|
| Annual RSU retainer | $290,030 | FY2025 RSU grant sized to ~$290,000; value calculated under ASC 718 | |
| Vesting schedule | N/A | Granted on each annual meeting date to continuing directors | Vests in full on earlier of 1‑year anniversary or next annual meeting, subject to service; no performance metrics (time‑based) |
| Unvested RSUs outstanding (6/30/25) | 1,056 | For each current non‑employee director other than Dykstra, Smith, Warner | Time‑based; outstanding count as of FY end |
| Options | None | Company has not granted options to directors under SIP since inception | No option awards to directors; equity retainer in RSUs |
| Change‑in‑control (SIP) | N/A | Non‑employee director compensation limit $1.5M per year | Time‑based awards accelerate upon “Sale Event”; performance awards may be vested at Administrator’s discretion |
No performance metrics (e.g., TSR, revenue, ESG) apply to non‑employee director equity; awards are time‑based to align with shareholders while preserving director independence.
Director Compensation – FY2025 (Actual)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michelle Zatlyn | 55,000 | 290,030 | 345,030 |
| Notes | RSU value per ASC 718; see vesting above | ||
Other Directorships & Interlocks
- Public company boards: Cloudflare, Inc. (also President and Co‑Chair).
- Independence/ordinary‑course dealings: Atlassian considers arms‑length transactions in independence determinations; Board concluded Zatlyn is independent and that all committee members meet enhanced independence requirements.
- Related‑party transactions: Atlassian discloses material related‑party transactions; FY2025 disclosures include aircraft arrangements relating to the CEO; no transactions disclosed involving Zatlyn.
Expertise & Qualifications
- Executive at scale; product development leader; grew Cloudflare to global public company.
- Enterprise software and technology depth; practitioner familiarity with Atlassian products.
- Governance: serves on Audit Committee; meets financial literacy requirements (not designated financial expert).
- Education: McGill (B.S., chemistry and business); Harvard Business School (M.B.A.).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 4,167 shares of Class A Common Stock (as of 9/30/2025); <1% of outstanding; included in directors/executives table. |
| Unvested RSUs outstanding | 1,056 RSUs as of 6/30/2025 (time‑based annual director grant, except for specified new appointees). |
| Options | None reported (no director option grants under SIP since inception). |
| Ownership guidelines | Directors must hold at least $265,000 of Atlassian stock; 4‑year compliance window from initial appointment. |
| Hedging/pledging | Prohibited absent Audit Committee approval; covered by Insider Trading and Disclosure Policy and Company policy on hedging/pledging. |
Governance Assessment
- Strengths: Independent director with current operating expertise at a scaled cloud platform; Audit Committee member enhances oversight of risk, controls, and reporting; pay is standardized (cash retainer + time‑based RSUs) with clear vesting and a reasonable ownership guideline to align interests.
- Independence/conflicts: Board explicitly evaluated relationships and affirmed independence, including ordinary‑course, arms‑length dealings; no related‑party transactions involving Zatlyn disclosed.
- Engagement/attendance: Board and committees met frequently; all directors met ≥75% attendance threshold; Audit convened 8 times. Note: no attendance at 2024 annual meeting by any director (company does not require such attendance).
- Pay practices and risk mitigators: Director equity is time‑based (no pay‑for‑performance distortions); hedging/pledging restricted; SIP caps total director compensation at $1.5M/year; change‑in‑control treatment for time‑based awards is standard.
- Say‑on‑Pay context: Strong shareholder support for executive compensation (97.6% approval at 2024 annual meeting), indicating broader governance credibility that can bolster investor confidence in board oversight.
Watch items for investors:
• External role interlock – senior executive/board leader at Cloudflare; while independence is affirmed and no related‑party dealings are disclosed, monitor for any emerging commercial relationships requiring Audit Committee review under the Related Person Transaction Policy.
• Ownership guideline compliance – directors have 4 years to meet the $265,000 guideline; specific individual compliance status/value not disclosed in the proxy; monitor future disclosures for status updates.