Scott Farquhar
Director at TEAM
Board
About Scott Farquhar
Scott Farquhar, age 45, is Atlassian’s Co-Founder & Former Co-CEO and has served on the Board since 2002. He previously served as Board Chair (2016–2018) and as Interim CFO (July–September 2022). He stepped down as Co-CEO effective August 31, 2024 and continues as a director. He holds a B.S. in business information technology from the University of New South Wales (Australia) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlassian Corporation | Co-Founder & Co-CEO; Director | Director since 2002; Co-CEO through Aug 31, 2024 | Board Chair (2016–2018); Interim CFO (Jul–Sep 2022) |
External Roles
No public company directorships disclosed. “Other Public Company Boards: 0” in the director slate table .
Board Governance
- Independence: Not independent. The proxy states all nominees except CEO Michael Cannon‑Brookes and Co‑Founder & former Co‑CEO Scott Farquhar are independent .
- Committee assignments: None. FY25 Audit (Sordello, Dykstra, Smith, Zatlyn), CLDC (Goodarzi, Belsky, Brown, Warner), and Nominating (Wong, Brown, Smith) do not include Farquhar .
- Attendance: In FY25, the Board met 9 times; each director attended at least 75% of Board and assigned committee meetings during their service periods .
- Annual meeting participation: None of the then-current directors attended the 2024 Annual Meeting of Stockholders .
- Board leadership: Independent Chair (Shona L. Brown) as of September 2025; executive sessions of independent directors occur at all quarterly Board meetings .
Fixed Compensation
Farquhar’s FY2025 compensation reflects his partial-year as an executive prior to stepping down on Aug 31, 2024; as a director he received no additional board fees.
| Item | FY2025 | Notes |
|---|---|---|
| Base Salary | $12,056 | Pro-rated; AUD salary level converted to USD per company method |
| Director Cash Retainer | $0 | Employee/co-founder directors receive no additional director pay |
| Committee/Chair Fees | $0 | Not a committee member/chair |
| Perquisites | Not disclosed specific to Farquhar | CEO aircraft arrangement disclosed; no Farquhar-specific perqs noted |
Policy context:
- Co-founders’ salary level set at AUD $74,653 (USD $48,258 annualized) and they forgo annual bonus and long-term incentive grants due to existing holdings .
- Non-employee director policy (for reference): $55,000 cash retainer; Board Chair +$50,000; Committee Chair retainers (Audit $20k, CLDC $15k, Nominating $10k); annual RSUs ~$290,000; meeting fees not paid .
Performance Compensation
Farquhar did not participate in the annual bonus program or receive LTI grants as a co-founder.
Company-wide NEO annual cash incentive metric (context for pay-for-performance):
| Metric (FY2025) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Cloud & Marketplace Cloud Revenue ($mm) | $3,067 | $3,609 | $4,150 | $3,547 | 96.6% of target (program payout factor) |
Notes:
- Co-founders (including Farquhar) do not participate in the annual cash incentive program or long-term equity program .
Other Directorships & Interlocks
- Other public boards: None disclosed for Farquhar .
- Compensation committee interlocks: None disclosed; CLDC members were independent; no executive officer serves on another company’s comp committee where a reciprocal relationship exists .
Expertise & Qualifications
- Co-founder with two decades leading Atlassian; prior Board Chair and interim CFO, providing deep company, product, and market knowledge .
- Education: B.S. in business information technology (UNSW) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Notes |
|---|---|---|---|---|
| Scott Farquhar (via Farquhar Investment Partnership No. 2) | — | 48,024,933 | 42.59% | 50% of Class B outstanding; dual-class: Class B carries 10 votes per share |
| Co-founders combined (directors & execs as group) | 400,977 Class A (group) | 96,049,866 Class B (group) | 85.21% (group) | Concentrated voting control among co-founders |
Additional ownership and trading disclosures:
- 10b5‑1 plan: Both co-founders adopted Rule 10b5‑1 plans in June 2025 to sell up to 1,916,250 Class B shares each (to be converted into Class A before sale) through June 2026, subject to volume limits; consistent with prior-year diversification plans .
- Director stock ownership guideline (non-employee directors): minimum $265,000 in Company stock within 4 years (policy reviewed by Semler Brossy). Employee directors receive no additional director compensation; guideline disclosure pertains to non-employee directors .
- Hedging/pledging: Hedging or pledging Company stock by executives and directors is prohibited without Audit Committee approval .
Governance Assessment
- Independence and committee roles: Farquhar is not independent and holds no committee seats. Combined with outsized voting power from dual-class shares, this concentrates influence and limits countervailing governance checks, though the Board maintains an independent Chair and fully independent standing committees .
- Engagement: All directors, including Farquhar, met the 75% attendance threshold in FY25, but none attended the 2024 annual meeting—an investor-relations optics issue to monitor .
- Pay alignment: Co-founders’ minimal salary, and no bonus/LTI, rely on long-term equity ownership for alignment, mitigating traditional pay-for-performance concerns tied to annual targets .
- Related-party/Conflicts: No Farquhar-related party transactions disclosed in FY2025; Company outlines a formal related person transaction policy. Aircraft arrangements involve the CEO, with Audit Committee oversight and below-market charter rate rationale; no profit to CEO claimed .
- Share sales: 10b5‑1 plans signal planned diversification but are structured to reduce market impact; monitor execution pace through June 2026 .
- Shareholder voice: Prior say‑on‑pay approval was high (97.6% in 2024), indicating broad investor support for compensation programs, though not specific to directors .
Red flags to monitor:
- Dual-class control with >42% voting power by Farquhar alone and >85% combined with the CEO constrains minority shareholder influence .
- Non-attendance at the 2024 annual meeting by the board may draw engagement criticism if repeated .
Supportive governance features:
- Independent Chair; independent Audit, CLDC, and Nominating committees; executive sessions each quarter; clawback policy compliant with SEC/Nasdaq; prohibition on hedging/pledging absent approval; no single-trigger equity acceleration on CIC; and use of an independent compensation consultant (Semler Brossy) .