Shona Brown
Independent Board Chair at TEAM
Board
About Shona L. Brown
Independent Board Chair at Atlassian since 2018; independent director since 2015. Age 59. Former Senior Vice President of Google.org and Google Business Operations executive; prior McKinsey & Company partner. Education: B.Eng. (Computer Systems Engineering), Carleton University; M.A. (philosophy and economics), Oxford; Ph.D. (Industrial Engineering & Engineering Management), Stanford. Current committees: Compensation & Leadership Development (CLDC) and Nominating & Corporate Governance; other public board: DoorDash (Lead Independent Director). Re-appointed as Atlassian Board Chair in September 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google (Alphabet) | Senior Advisor | 2013–2015 | Public policy, sustainability experience |
| Google.org | Senior Vice President | 2011–2012 | Led technology for social impact efforts |
| VP/SVP, Business Operations | 2003–2011 | Organizational structure, people ops during 500→50,000 employees scale | |
| McKinsey & Company | Consultant; Partner | 1995–2003; Partner 2000–2003 | Strategy expertise; co-authored “Competing on the Edge” |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| DoorDash, Inc. | Lead Independent Director | Current | Significant public company board experience |
| PepsiCo, Inc. | Director | Former (last 5 years) | Prior large-cap board experience |
Board Governance
- Independence: Board determined Brown is independent; all members of Audit, CLDC, and Nominating committees are independent .
- Board leadership: Roles of Board Chair and CEO are separated; Brown serves as independent Board Chair (re-appointed Sept 2025) .
- Committee assignments: CLDC member; Nominating & Corporate Governance member (appointed to Nominating effective Oct 1, 2025) .
- Meetings and attendance: Board met 9 times in FY2025; each director attended at least 75% of Board and committee meetings; no formal policy to attend annual stockholder meeting and none of the then-current directors attended the 2024 annual meeting .
| Committee | Brown’s Role | FY2025 Meetings | Independence |
|---|---|---|---|
| Compensation & Leadership Development (CLDC) | Member | 3 | All members independent |
| Nominating & Corporate Governance | Member (effective Oct 1, 2025) | 3 | All members independent |
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 55,000 | Policy amount |
| Additional Cash Retainer – Independent Board Chair | 50,000 | Policy amount |
| Committee Chair Fees (Audit/CLDC/Nominating) | 0 | Brown is a member, not chair (Audit chair: Sordello; CLDC chair: Goodarzi; Nominating chair: Wong) |
| Total Cash Paid to Brown (FY2025) | 105,000 | Per director compensation table |
Performance Compensation
| Item | FY2025 Value/Count | Vesting/Terms | Notes |
|---|---|---|---|
| Annual RSU Award (grant-date fair value) | 290,030 | Annual equity retainer granted on annual meeting date; vests in full at earlier of one year or next annual meeting, subject to service | |
| Unvested RSUs held (as of 6/30/2025) | 1,056 | Reflects outstanding director RSUs (for most current directors) | |
| Non-Employee Director Compensation Cap | 1,500,000 | Annual aggregate limit on awards plus cash (grant-date fair value basis) | |
| Change-of-Control Treatment | Time-based awards vest fully at Sale Event; performance awards may vest at administrator’s discretion or per award agreement |
Policy design: No meeting fees; annual equity in RSUs with time-based vesting; CLDC and independent consultant Semler Brossy review competitiveness annually .
Other Directorships & Interlocks
| Company | Committee Role(s) | Interlock Risk |
|---|---|---|
| DoorDash, Inc. | Lead Independent Director | No compensation committee interlocks disclosed; none of Atlassian’s executive officers serve on boards/comp committees of companies with reciprocal executives on Atlassian’s Board or CLDC |
| PepsiCo, Inc. | Former Director | Prior role; no current interlock |
Expertise & Qualifications
- Organizational design and people operations from scaling Google rapidly; thought leadership via co-authored strategy book .
- Governance depth from current DoorDash Lead Independent Director and prior PepsiCo board service; advisor/board member to tech startups and non-profits .
- Public policy and sustainability experience leading Google’s tech-for-social-impact efforts .
- Advanced technical and analytical education (Carleton B.Eng.; Oxford M.A.; Stanford Ph.D.) .
Equity Ownership
| Metric | Value | As-of |
|---|---|---|
| Shares Beneficially Owned (Class A) | 35,980 | Sept 30, 2025 reference date in proxy table |
| Ownership % of Total Voting Power | <1% (“*”) | Sept 30, 2025 |
| Unvested RSUs (Director) | 1,056 | June 30, 2025 (most current directors) |
| Director Stock Ownership Guideline | Must hold Atlassian stock with fair market value ≥ $265,000; 4 years from initial appointment to comply | Policy statement |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Post-Transaction Holdings | Form Type | SEC Filing Link |
|---|---|---|---|---|---|
| 2024-12-05 | Award (RSUs) | 1,048 | 37,028 | 4 | https://www.sec.gov/Archives/edgar/data/1650372/000156218024008226/0001562180-24-008226-index.htm |
| 2024-12-11 | Award (RSUs; amendment) | 1,056 | 37,036 | 4/A | https://www.sec.gov/Archives/edgar/data/1650372/000156218025000714/0001562180-25-000714-index.htm |
Governance Assessment
- Board effectiveness: Independent Board Chair structure with Brown; majority independent board and committees; clear risk oversight allocation among committees; Brown participates in CLDC and Nominating, aligning with human capital and governance oversight .
- Independence and interlocks: Brown and all committee members deemed independent; proxy discloses no problematic compensation committee interlocks; none of the CLDC members are Atlassian officers/employees .
- Engagement: Board held 9 meetings in FY2025; each director attended at least 75% of applicable meetings. Note: none of the then-current directors attended the 2024 annual meeting of stockholders (company encourages but does not require) .
- Alignment and incentives: Director pay mix emphasizes equity RSUs with time-based vesting; ownership guideline of ≥$265,000 supports “skin-in-the-game”; annual cap of $1.5M limits director compensation escalation .
- Conflicts/related-party exposure: Proxy reports no related-party transactions >$120,000 involving directors except CEO aircraft arrangements; no Brown-specific related transactions disclosed; Audit Committee reviews any related-person transactions under formal policy .
RED FLAGS
- No material red flags specific to Brown disclosed in the proxy (no related-party transactions, hedging/pledging not indicated, independence affirmed) .
- Observation: Non-attendance by the entire board at the 2024 annual meeting may be viewed by some investors as a minor engagement concern, though attendance is not required by policy .