01—Abstract
Summary
Summary of the 8-K filed September 17, 2025. Cited figures are marked; the original filing is the authoritative source.
Atlassian Corporation reported in this Form 8-K (Item 5.02) two board changes.
Director Heather M. Fernandez notified the Company on September 15, 2025 of her decision to retire as a director effective September 30, 2025. The filing states her decision was not the result of any disagreement with the Company on operations, policies, or practices, and that she served almost 10 years as a director.
On September 16, 2025, the Board approved the appointment of Jason Warner as a director effective October 1, 2025, and he will serve on the Compensation and Leadership Development Committee. Warner is co-founder and co-Chief Executive Officer of Poolside, Inc., a frontier AI lab building its own foundation models. He previously was a Managing Director at Redpoint Ventures from 2021 to 2023 and Chief Technology Officer of GitHub from 2017 to 2021.
Warner will receive the standard non-employee director compensation: a $55,000a retainer for annual Board service and an annual RSU award with a fair market value of $290,000, both pro-rated until the next annual meeting of stockholders. The filing also discloses that the Company has entered into, and expects to enter into, ordinary course, arm's-length commercial contracts with Poolside, in which Warner states he has no direct or indirect material interest.
02—Key points
Key Highlights
- Heather M. Fernandez will retire as a director effective September 30, 2025, after almost 10 years of service; the filing states the decision was not due to any disagreement with the Company.
- Jason Warner is appointed as a director effective October 1, 2025, and will serve on the Compensation and Leadership Development Committee.
- Warner is co-founder and co-Chief Executive Officer of Poolside, Inc., a frontier AI lab, and previously served as CTO of GitHub (2017 to 2021).
- Warner's director pay includes a $55,000 annual retainer and an annual RSU award with a fair market value of $290,000, both pro-rated to the next annual meeting.
- RSUs vest on the earlier of the one-year grant anniversary or the next annual meeting, subject to continued service, and all non-employee director RSUs have 100% accelerated vesting upon a sale of the Company.
- The Company has ordinary course, arm's-length commercial contracts with Poolside, which the filing says are subject to the related party transactions policy; the filing states Warner has no material interest in them.
03—Questions
Frequently Asked Questions
Why is Heather M. Fernandez leaving the Board?
She notified the Company on September 15, 2025 of her decision to retire as a director, effective September 30, 2025. The filing states the decision was not the result of any disagreement with the Company on its operations, policies, or practices.
Who is Jason Warner and when does he join the Board?
Jason Warner was appointed a director effective October 1, 2025. He is co-founder and co-Chief Executive Officer of Poolside, Inc., and previously was a Managing Director at Redpoint Ventures (2021 to 2023) and CTO of GitHub (2017 to 2021).
How will Jason Warner be compensated as a director?
He will receive a $55,000 annual retainer and an annual RSU award with a fair market value of $290,000, both pro-rated based on the time between his start date and the next annual meeting of stockholders.
Does Warner's role at Poolside create a conflict of interest with Atlassian?
The filing states the Company has entered into and expects to enter into ordinary course, arm's-length commercial contracts with Poolside. It says Warner does not have a direct or indirect material interest in these transactions, and future transactions will be subject to the Company's related party transactions policy. The filing also states there are no related party transactions requiring disclosure under Item 404(a) of Regulation S-K.
Which committee will Warner serve on?
Warner will serve on the Compensation and Leadership Development Committee of the Board.
04—Continue