DEF 14A of Asana, Inc.
Filed Apr 30, 2025 · FY20250001477720-25-000081
Securities Exchange Act of 1934
| CEO Pay Ratio | 61 | | CEO Pay Ratio Results for Fiscal Year 2025 | 61 | | Pay Versus Performance | 62 | | Pay Versus Performance Table | 62 | | Most Important Financial Measures | 64 | | Relationship Between Pay and Performance | 64 | | Certain Relationships and Related Person Transactions | 65 | | Policies and Procedures for Related Person Transactions | 65 | | Indemnification Agreements | 65 | | Certain Related Person Transactions | 65 | | Other Matters | 67 | | Fiscal Year 2025 Annual Report and SEC Filings | 67 |
Equity Compensation
| Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Krista Anderson-Copperman(3) | 52,000 | 174,996 | 226,996 | | Sydney Carey(4) | 56,000 | 174,996 | 230,996 | | Matthew Cohler(5) | 33,750 | 174,996 | 208,746 | | Adam D’Angelo(6) | 30,000 | 174,996 | 204,996 | | Andrew Lindsay(7) | 47,500 | 174,996 | 222,496 | | Lorrie Norrington(8) | 58,750 | 174,996 | 233,746 | | Justin Rosenstein(9) | 30,000 | 174,996 | 204,996 |
•Lorrie Norrington
•Lorrie Norrington This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Act, or under the Securities Exchange Act of 1934, as amended, or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
•Lorrie Norrington
| Asana 2025 Proxy Statement | 33 |
•Lorrie Norrington
| Advisory Vote to Approve the Compensation of our Named Executive Officers |
•Lorrie Norrington
As required by Section 14A of the Securities Exchange Act of 1934 (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related rules of the SEC, or the Dodd-Frank Act), we are providing our stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers at the Annual Meeting. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the design and operation of our executive officers compensation program. We currently hold our advisory say-on-pay vote every year. Stockholders will have an opportunity to cast an advisory vote on the frequency of the say-on-pay votes at least every six years. We currently expect that the next advisory vote on the frequency of the say-on-pay votes will occur at the 2028 annual meeting of stockholders. Asana’s named executive officer compensation program is designed to attract, reward and retain the caliber of executive officers needed to ensure our continued growth and progress towards profitability. This vote is not intended to address any specific item of compensation or the compensation of any specific named executive officer, but rather the overall compensation of all of our named executive officers described in this proxy statement. The compensation of our named executive officers is disclosed in the section of this proxy statement titled “Executive Compensation”, which consists of the Compensation Discussion and Analysis, the Summary Compensation Table, the ancillary compensation tables, and the related narrative disclosure contained therein. We believe that our named executive officer compensation program is competitive within our industry and strongly aligned with the long-term interests of our stockholders. Our Compensation Committee regularly reviews the compensation program for our named executive officer compensation program to ensure that it achieves the desired goals of aligning our named executive officer compensation structure with our stockholders’ interests, advancement of achieving our mission, and current market practices. For these reasons, our Board recommends a vote in favor of the following resolution:
•Lorrie Norrington
| “RESOLVED, that the stockholders of Asana, Inc. (the “Company”) approve, on an advisory basis, compensation paid to the Company’s named executive officers, as disclosed in this proxy statement for the 2025 Annual Meeting, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures.” |
•Lorrie Norrington
Vote Required As an advisory vote, this proposal is not binding upon the Company, our Board or our Compensation Committee. Notwithstanding the advisory nature of this vote, our Board and our Compensation Committee, which is responsible for designing and overseeing our named executive officer compensation program, value the opinions expressed by our stockholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for our executive officers. Furthermore, Asana’s stockholders are welcome to bring any specific concerns regarding executive compensation to the attention of our Board at any time throughout the year. Approval of this proposal requires the affirmative vote of a majority of the votes present and entitled to vote on the proposal that are present in person or by proxy at the Annual Meeting and are voted for or against this proposal. Stockholders may vote “for” or “against” the proposal, or they may abstain from voting on the proposal. Abstentions and broker non-votes will each have no effect on the outcome of this proposal.
•Lorrie Norrington
| | The Board of Directors recommends a vote “FOR” approving the compensation of the named executive officers. |
•Lorrie Norrington
| 34 | Asana 2025 Proxy Statement |
•Lorrie Norrington
| Executive Officers |
•Lorrie Norrington
The following table identifies certain information about our executive officers as of April 30, 2025. Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or executive officers.
•Lorrie Norrington
| Name | Age | Position | | Dustin Moskovitz | 40 | President, Chief Executive Officer, and Chair of the Board | | Sonalee Parekh | 52 | Chief Financial Officer | | Eleanor Lacey | 57 | General Counsel and Corporate Secretary | | Anne Raimondi | 53 | Chief Operating Officer |
•Lorrie Norrington
Dustin Moskovitz. Dustin Moskovitz co-founded Asana and has served as a member of our Board of Directors since December 2008, as our CEO since October 2010, as our President since February 2019, and as our Chair since December 2019. Previously, Mr. Moskovitz served as our Chief Financial Officer from February 2009 to January 2017, and as our Secretary from February 2009 to October 2017. Prior to Asana, Mr. Moskovitz co-founded Facebook, Inc., a social media and networking company, and from February 2004 to November 2008, he served in a variety of senior roles, including Chief Technology Officer and Vice President of Engineering. Mr. Moskovitz attended Harvard University where he studied economics. Sonalee Parekh. Sonalee Parekh has served as our Chief Financial Officer and Head of Finance since September 2024. Prior to joining Asana, Ms. Parekh served as Chief Financial Officer of RingCentral, Inc., a cloud-based collaboration and communication SaaS company, from May 2022 through August 2024, where she was responsible for accounting, FP&A, treasury, tax, internal audit and investor relations. Previously, Ms. Parekh served as Divisional CFO and Senior Vice President of Corporate Development and Investor Relations at Hewlett Packard Enterprise (“HPE”), a Fortune 500 public technology company, from September 2019 to April 2022, where she oversaw critical growth initiatives, including global M&A and integration, corporate strategy, strategic investments, and managed all buyside and sellside communication. Prior to HPE, Ms. Parekh held senior leadership roles at several global investment banks, including Goldman Sachs, Jeffries and Barclays Capital. Ms. Parekh currently serves as a director and chair of the audit committee for Indie Semiconductor. Ms. Parekh holds a Bachelor of Commerce degree from McGill University and is a Chartered Accountant. Eleanor Lacey. Eleanor Lacey has served as our General Counsel since July 2019 and as our Corporate Secretary since September 2019. Prior to joining Asana, from November 2016 to July 2019, Ms. Lacey was with Sophos, Inc., an affiliated entity of Sophos Group plc, a security software and hardware company, most recently serving as Executive Vice President and Chief Legal Officer, and served as Group Company Secretary at Sophos Group plc. From July 2012 to November 2016, Ms. Lacey led the legal department of SurveyMonkey, Inc., a SaaS software company, serving as Vice President, General Counsel, and Corporate Secretary from July 2012 to August 2016, and as Senior Vice President, General Counsel, and Corporate Secretary from August 2016 to November 2016. Ms. Lacey holds a B.A. in English literature and history from the University of Massachusetts, Amherst and a J.D. from Yale Law School.
•Lorrie Norrington
| Asana 2025 Proxy Statement | 35 |
•Lorrie Norrington
| Executive Officers | Table of Contents |
•Lorrie Norrington
Anne Raimondi. Anne Raimondi has served as our Chief Operating Officer since August 2021. Previously, Ms. Raimondi served as a member of our Board of Directors from February 2019 to August 2021, including service as our Lead Independent Director from December 2019 to August 2021. Ms. Raimondi served as the Chief Customer Officer of Guru Technologies, Inc., a knowledge management solution company, from May 2019 through January 2021 and recently joined its board of directors as an independent director in February 2021. Prior to joining Guru, from August 2013 to November 2017, Ms. Raimondi served several roles at Zendesk, Inc., a customer service platform provider, including as Senior Vice President, Strategy, Senior Vice President, Operations, and Vice President, People Operations. Ms. Raimondi currently also serves on the boards of Gusto, Inc. and Patreon, Inc., both of which are privately-held corporations, and has previously served on the board of directors of several other companies, including SendGrid, Inc. from February 2018 to February 2019, and Bloc, Inc. from June 2017 to April 2018. Ms. Raimondi holds a B.A. in economics and sociology and an M.B.A. from Stanford University.
•Lorrie Norrington
| 36 | Asana 2025 Proxy Statement |
•Lorrie Norrington
| Executive Compensation |
•Lorrie Norrington
Compensation Discussion and Analysis
Elements of Executive Compensation
Elements of Executive Compensation Our executive compensation program aims to take a holistic approach to compensation and generally consists of, and is intended to strike a balance among, two principal components: base salary and long-term incentive compensation. We do not pay our named executive officers short-term incentive compensation. Instead, a majority of our executive compensation is delivered in the form of long-term incentives. We believe that a compensation structure that focuses on equity value that includes vesting over time, combined with ongoing stock ownership guidelines, aligns with our long-term philosophy. The following chart summarizes the two principal components of our executive compensation program, their objectives, and key features.
Elements of Executive Compensation
| Elements | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Fixed compensation that is periodically reviewed and adjusted if and when appropriate, based on a number of factors (including individual performance and our overall performance), and by reference, in part, to competitive market data provided by our Compensation Committee’s independent compensation consultant. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; aligns executive officers’ interests with stockholder interests and changes in stock value. Attracts highly qualified executive officers and supports our retention strategy. | Long-term incentives in the form of equity awards may be granted as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. The majority of our executive officers’ target total direct compensation is delivered through equity in the form of RSU awards. Executive officers are encouraged to hold shares earned through the settlement of RSU awards by our meaningful stock ownership guidelines. |
Elements of Executive Compensation
We also provide our executive officers with severance and change in control related payments and benefits, as well as benefits generally available to all our employees, including retirement benefits under our Section 401(k) plan and participation in various employee health and welfare benefit plans. How We Determine Executive Compensation
Role of Our Compensation Committee, Management and the Board
Role of Our Compensation Committee, Management and the Board Our Compensation Committee is appointed by our Board of Directors and has oversight responsibilities related to our compensation and benefit programs, policies, and practices, administration of our equity compensation plans and in setting the compensation of our executive officers, the non-employee members of our Board of Directors, and other senior management, as appropriate. Our Compensation Committee is primarily responsible for establishing and reviewing our executive compensation strategy. Our Compensation Committee meets periodically throughout the year to, among other responsibilities, review and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary and long-term incentives in the form of equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. Our Compensation Committee does not delegate authority to approve executive officer compensation. Our Compensation Committee typically reviews base compensation and grants “refresh” equity awards to executive officers annually in the first quarter of the fiscal year, following comprehensive reviews of peer company market practices, company and individual performance results, and succession plan considerations (which are completed in the last quarter of the prior fiscal year). We do not maintain a formal policy regarding the timing of equity awards to our executive officers and may award grants at other times including when an executive officer is hired or promoted and at other times our Compensation Committee determines to be appropriate for retention or other purposes. Our Compensation Committee will continue to evaluate its equity grant policies as we continue to evolve and grow as a public company. Under its charter, our Compensation Committee has the authority to retain or obtain the advice of compensation consultants, independent legal counsel, and other advisors. Our Compensation Committee works with and receives information and analyses from management, including within our legal, finance, and people teams, and considers such information and analyses in determining the structure and amounts of compensation to be paid to our executive officers, including our named executive officers. Our Compensation Committee also considers recommendations from our CEO regarding the compensation of our executive officers, other than himself. While our CEO discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. Our Compensation Committee has final authority to make all compensation decisions for our CEO and our executive officers. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by our Compensation Committee to make presentations, provide financial or other
Role of Compensation Consultant
Role of Compensation Consultant During fiscal year 2025, our Compensation Committee retained Compensia as its independent compensation consultant due to Compensia’s extensive analytical and compensation expertise with technology companies. In this capacity, Compensia has advised our Compensation Committee on compensation matters, including executive officer and employee director compensation design and structure. In fiscal year 2025, Compensia assisted with, among other things: •developing a group of peer companies to use as a reference in making executive compensation decisions; •conducting an executive competitive market pay analysis, including for our named executive officers; •analyzing the equity utilization and reserve practices of our peer companies; •conducting a risk assessment of our executive compensation policies and practices; and •advising our Compensation Committee on market and industry trends and developments. Our Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation. Compensia makes recommendations to our Compensation Committee but has no authority to make compensation decisions on behalf of our Compensation Committee or the Company. Compensia reports to our Compensation Committee and has direct access to the chairperson and the other members of our Compensation Committee. Beyond data and advice related to executive, equity, and director compensation matters, Compensia did not provide other services to our Company in fiscal year 2025. Our Compensation Committee has examined whether the work of Compensia as our compensation consultant raised any conflict of interest, taking into account relevant factors in accordance with applicable SEC rules. Based on its analysis, our Compensation Committee determined that the work of Compensia and the individual compensation advisors employed by Compensia does not raise any conflict of interest pursuant to the independence factors and guidance provided in the Dodd-Frank Act, SEC rules, and NYSE and LTSE listing standards.
Use of Competitive Market Data
Use of Competitive Market Data Our Compensation Committee believes that it is important when making compensation decisions to be informed regarding current practices of comparable public companies with which we compete for top talent. To this end, our Compensation Committee works annually with Compensia to review and revise the list of our peer group companies to be used in connection with assessing compensation practices and pay levels. Our Compensation Committee believes that the competitive market data provided by Compensia, along with other factors, is an important reference point when setting compensation for our executive officers, including our named executive officers, because competition for executive talent is very intense in our industry and the retention of our talented leadership team is critical to our success.
Fiscal Year 2025 Compensation Peer Group
Fiscal Year 2025 Compensation Peer Group In December 2023, Compensia proposed, and our Compensation Committee approved, a group of companies that would be appropriate peers for fiscal year 2025 compensation decisions, based on the following criteria: •Industry: software-related companies with a focus on companies providing software as a service (SaaS). •Market capitalization: approximately 0.3x to 3x of our market capitalization. •Revenues: approximately 0.5x to 2.5x of our revenues over the trailing four quarters.
Fiscal Year 2025 Compensation Peer Group
| Asana 2025 Proxy Statement | 41 |
Fiscal Year 2025 Compensation Peer Group
| Executive Compensation | Table of Contents |
Fiscal Year 2025 Compensation Peer Group
At the time, our trailing four quarter revenue was $579 million, and our 30-day average market capitalization was approximately $4.9 billion. Using the above criteria collectively, the following 20 companies were identified as appropriately sized for our peer group by our Compensation Committee for the purpose of informing executive pay decisions for fiscal year 2025:
Fiscal Year 2025 Compensation Peer Group
| Alteryx | AppFolio | Bill.com Holdings | BlackLine | Braze | | Confluent | DigitalOcean Holdings | Elastic N.V. | Fastly | Five9 | | Freshworks* | GitLab | HashiCorp | nCino | PagerDuty | | Procore Technologies | Qualys | Smartsheet | Sprout Social | Workiva |
Fiscal Year 2025 Compensation Peer Group
* Freshworks did not provide data to the Radford Global Technology executive compensation survey for the relevant period and therefore was not included in data collected from that survey for fiscal year 2025.
Base Salary
Base Salary The annual base salaries of our named executive officers for fiscal year 2025 are listed in the table below. Because of our focus on compensation that emphasizes long-term decision-making and our corresponding choice not to use short-term incentives, we reference competitive target total cash compensation levels (the sum of base salary and short-term incentive opportunities) available at the companies in our compensation peer group when reviewing our base salary levels.
Equity Awards
Equity Awards Since our direct listing, we have granted equity compensation to our executive officers primarily in the form of RSU awards under our 2020 Equity Incentive Plan, and all equity awards granted to our named executive officers in fiscal year 2025 consisted of RSU awards. Our RSU awards are designed to encourage retention, promote long-term decision-making, minimize dilution to stockholders by utilizing fewer shares than equivalently valued stock options, and are designed to provide competitive market value for our equity awards. The equity awards granted to each of our tenured named executive officers during fiscal year 2025 are set forth in the table below. The shares subject to each annual RSU award granted to executive officers vest over four years in quarterly installments, with the first installment beginning on June 20, 2024, subject to the named executive officer’s continuous service through each applicable vesting date. As a new hire, Ms. Parekh’s initial RSU award has terms that differ from our other named executive officers, including a front-loaded vesting schedule.
Equity Awards
| Asana 2025 Proxy Statement | 43 |
Equity Awards
| Executive Compensation | Table of Contents |
Equity Awards
| Named Executive Officer | Type of Grant | Shares (#) | Vesting Schedule | | Dustin Moskovitz | — | — | — | | Sonalee Parekh | RSUs | 1,126,127 | 35% on the one-year anniversary of September 20, 2024, and front-loaded quarterly thereafter (7.5% quarterly for 4 quarters, 5% for 4 quarters thereafter and 3.75% for 4 quarters) | | Tim Wan | RSUs | 325,252 | 1/16 per quarter beginning June 20, 2024 | | Eleanor Lacey | RSUs | 177,410 | 1/16 per quarter beginning June 20, 2024 | | Anne Raimondi | RSUs | 325,252 | 1/16 per quarter beginning June 20, 2024 |
Equity Awards
The number of shares issuable under each of the RSU awards in the table above was determined by dividing the target grant value of the award by the average closing price of our Class A common stock on the NYSE over a specific trading period prior to the grant date in order to reduce the impact of daily volatility on compensation outcomes. The grant date fair value of the RSU awards reported in the “Summary Compensation Table for Fiscal Year 2025” and the “Grants of Plan-Based Awards Table for Fiscal Year 2025” below is required to be reported calculated based on our stock price on the grant date, and as a result, such amount may be higher or lower than the target grant value. Other Features of Our Executive Compensation Program
Offer Letters and Employment Agreements
Offer Letters and Employment Agreements We have entered into employee offer letters with our named executive officers. Each of these provides for at-will employment and sets forth the named executive officer’s annual base salary and equity entitlements at the time of our direct listing or their appointment. In addition, each of our named executive officers has executed our standard confidential information and invention assignment agreement. These arrangements are further described under the subsection entitled “Employment, Severance, and Change in Control Arrangements—Offer Letters and Employment Agreements.”
Severance and Change in Control Benefits
Severance and Change in Control Benefits Each of our named executive officers participates in our Executive Severance and Change in Control Benefit Plan, or the Executive Severance Plan. The terms of the Executive Severance Plan are described under the subsection entitled “Employment, Severance, and Change in Control Arrangements—Executive Severance Plan.” Given the nature of the technology industry and the range of strategic initiatives we may explore, our Compensation Committee believes the Executive Severance Plan is an essential element of our compensation program and assists us in recruiting, retaining and developing key management talent. Our Compensation Committee also believes the “double-trigger” severance payments and benefits are important from a retention perspective to provide assurance to our executive officers who might be terminated following a change in control of the Company and that the amounts are reasonable and maintain the competitiveness of our executive compensation program. Further, our Compensation Committee believes this structure serves to mitigate the distraction and loss of key executive officers that may occur in connection with a potential or actual change in control. Such payments protect the interests of our stockholders by enhancing executive focus during potential change in control activity, retaining executive officers despite the uncertainty that generally exists while a transaction is under consideration and encouraging the executive officers responsible for negotiating potential transactions to do so with independence and objectivity. We do not have any agreements with our named executive officers guaranteeing any tax gross-up payments on severance or change in control payments or benefits.
Pension Benefits
Pension Benefits Other than with respect to our 401(k) Plan, our U.S. employees, including our named executive officers, do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement. Tax and Accounting Implications
Compensation Risk Assessment
| Name and Principal Position | Fiscal Year | | Salary ($) | Stock Awards(1) ($) | Total ($) | | Dustin Moskovitz President & Chief Executive Officer | | 2025 | 1 | — | 1 | | | | 2024 | 1 | — | 1 | | | | 2023 | 1 | — | 1 | | Sonalee Parekh Chief Financial Officer | | 2025(2) | 290,625 | 13,141,902 | 13,432,527 | | Tim Wan Former Chief Financial Officer(3) | | 2025 | 470,644 | 4,794,214 | 5,264,858 | | | | 2024 | 710,000 | 4,137,810 | 4,847,810 | | | | 2023 | 706,667 | 3,749,507 | 4,456,174 | | Eleanor Lacey General Counsel & Corporate Secretary | | 2025 | 536,250 | 2,615,023 | 3,151,274 | | | | 2024 | 525,000 | 1,697,565 | 2,222,565 | | | | 2023 | 522,500 | 1,501,775 | 2,024,275 | | Anne Raimondi Chief Operating Officer | | 2025 | 750,000 | 4,794,214 | 5,544,214 | | | | 2024 | 750,000 | 4,137,810 | 4,887,810 | | | | 2023 | 745,833 | 3,280,199 | 4,026,032 |
•Sydney Carey
| CEO Pay Ratio |
•Sydney Carey
| Pay Versus Performance |
•Sydney Carey
| Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO(1) ($) | Average Summary Compensation Table Total for non-CEO NEOs ($) | Average Compensation Actually Paid to non-CEO NEOs(1) ($) | Value of Initial Fixed $100 Investment Based on | | Net Income (in thousands) ($) | Company Selected Measure | | | | | | | Total Stockholder Return(2) ($) | Peer Group Total Stockholder Return(3) ($) | | | | Year 1 (Fiscal 2022) | 1 | 1 | 8,823,880 | 8,499,266 | 148 | 122 | (288,342) | n/a | | Year 2 (Fiscal 2023) | 1 | 1 | 3,502,160 | (5,158,293) | 44 | 102 | (407,768) | n/a | | Year 3 (Fiscal 2024) | 1 | 1 | 3,986,062 | 2,304,899 | 49 | 156 | (257,030) | n/a | | Year 4 (Fiscal 2025) | 1 | 1 | 6,848,218 | 7,940,944 | 60 | 197 | (255,536) | n/a |
•Sydney Carey
| Table of Contents | Pay Versus Performance |
•Sydney Carey
| Pay Versus Performance | Table of Contents |