DEF 14A of Asana, Inc.
Filed Apr 20, 2026 · FY20260001628280-26-025998
Equity Compensation
| Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Krista Anderson-Copperman(3) | 52,000 | 175,000 | 227,000 | | Marc Boroditsky(4) | 28,979 | 349,996 | 378,975 | | Sydney Carey(5) | 56,000 | 175,000 | 231,000 | | Matthew Cohler(6) | 33,750 | 175,000 | 208,750 | | Adam D’Angelo(7) | 30,000 | 175,000 | 205,000 | | Andrew Lindsay(8) | 47,500 | 175,000 | 222,500 | | Dustin Moskovitz | — | — | — | | Lorrie Norrington(9) | 58,750 | 175,000 | 233,750 | | Justin Rosenstein(10) | 30,000 | 175,000 | 205,000 |
•Lorrie Norrington
•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 2026 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 2026 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
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•Lorrie Norrington
| Executive Officers |
•Lorrie Norrington
The following table identifies certain information about our executive officers as of April 20, 2026. 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 | | Dan Rogers | 49 | Chief Executive Officer | | Aziz Megji | 44 | Chief Financial Officer | | Katie Colendich | 46 | General Counsel and Corporate Secretary |
•Lorrie Norrington
Dan Rogers. Dan Rogers has served as our Chief Executive Officer since July 2025. Prior to joining Asana, Mr. Rogers served as Chief Executive Officer at Catamorphic Co. (also known as LaunchDarkly), a software development platform since February 2023. Previously, Mr. Rogers served as President at Rubrik, a cloud data management and data security company, leading the Products, GTM Strategy, Product Line Sales, Marketing, Strategic Alliances & Corp Development functions, from March 2020 to February 2023. From July 2016 to March 2020, Mr. Rogers was the Chief Marketing Officer of ServiceNow, a cloud computing platform for the creation and management of automated business workflows. Mr. Rogers has also held senior roles at Symantec, Salesforce, Amazon, and Microsoft. Mr. Rogers holds an MBA from Harvard Business School where he graduated as a Baker Scholar and a BSc in Economics from the University of Birmingham. Aziz Megji. Aziz Megji has served as our Chief Financial Officer since March 2026. Mr. Megji previously served as our Head of Financial Planning & Analysis from December 2024 to March 2026, leading the company’s annual planning, budgeting, forecasting, and performance management processes, as well as overseeing the strategic finance, treasury, investor relations, corporate development, deal desk, and sales compensation functions. Prior to joining Asana, Mr. Megji served as Senior Vice President at RingCentral, Inc., a cloud-based communications SaaS company, from November 2022 to December 2024. Previously, Mr. Megji served as Senior Director of Corporate Development at Nvidia Corporation, a semiconductor company, from July 2020 to November 2022 and as Vice President of Corporate Development at Hewlett Packard Enterprise Company from December 2014 to July 2020. Mr. Megji holds a Bachelor of Science in Business Administration from Bucknell University. Katie Colendich. Katie Colendich has served as our General Counsel and Corporate Secretary since January 2026. Ms. Colendich has served in several senior legal leadership roles at Asana beginning in April 2020, most recently as Deputy General Counsel of Corporate & Product/AI Legal and Assistant Corporate Secretary. Prior to joining Asana, Ms. Colendich served as Vice President & Associate General Counsel of Corporate Securities, Finance, and Global Governance at HP, Inc., a printing and personal systems company, from October 2015 to April 2020. Previously, Ms. Colendich served as Director and Senior Counsel of Corporate Securities and Mergers & Acquisitions at Hewlett-Packard Company from October 2013 to October 2015. Earlier in her career, Ms. Colendich practiced at the law firm of O'Melveny & Myers LLP from 2004 to 2013. Ms. Colendich holds a J.D. from the University of Washington, School of Law and graduated cum laude with a B.A. in English and B.S. in Political Science from Santa Clara University.
•Lorrie Norrington
| Asana 2026 Proxy Statement | 35 |
•Lorrie Norrington
| Executive Compensation |
•Lorrie Norrington
Compensation Discussion and Analysis
Timing of Executive Compensation Decisions
Timing of Executive Compensation Decisions Our annual executive compensation review and adjustments typically occur in the first quarter of the fiscal year. Our Compensation Committee reviews business and individual performance from the prior fiscal year in determining salary adjustments, bonus achievements, and equity awards for the current fiscal year. In the third quarter of each fiscal year, our Compensation Committee will also review and certify PSUs earned by Mr. Rogers pursuant to his initial PSU award, which includes annual performance periods measured from August 1 through July 31 of each year, as described in the subsection titled “Fiscal 2026 CEO PSU Performance Metrics Overview”.
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. | | Annual Bonus (at-risk cash) | Motivates and rewards executives for attaining key short-term priorities tied to long-term business objectives; aligns executives’ interests with stockholder interests by linking pay to Company performance. | In fiscal year 2026, our Compensation Committee began implementing the Annual Bonus program for our new CEO and other executive officers. The Annual Bonus is based on the achievement of pre-defined specific performance metrics by Asana and, as applicable, the individual executive officer. Target Annual Bonus amounts will be reviewed annually and determined based on several factors, including, but not limited to, internal equity and competitive market data. Actual annual bonus amounts will be determined after the end of the fiscal year, based on actual achievement against performance goals. | | Long-Term Incentives (at-risk equity in the form of RSUs and PSUs) | 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 time-based RSU awards and performance-based RSUs. The introduction of PSU awards for our CEO in fiscal 2026 and for our new CFO and our new General Counsel in fiscal 2027 further supports our pay for performance philosophy, as the awards are generally earned and vest only if pre-defined Company performance targets are achieved. Our Compensation Committee believes that long-term incentives in the form of equity awards provide variable and at-risk compensation. We view our equity awards as variable and at-risk because the ultimate value of these awards is based on our stock price performance over an extended period of time, and with respect to PSUs, our key financial metrics. Executive officers are encouraged to hold shares earned through the settlement of equity awards by our 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. The graphics below illustrate at-risk pay versus fixed and time-based pay for Mr. Rogers, our current CEO, and all other NEOs for fiscal year 2026. Compensation data for Mr. Moskovitz, our former CEO whose annual total compensation was $1 for fiscal year 2026, is omitted from the graphics.
All Other NEOs
| n | Time-Based Equity | n | Performance-Based Equity | n | Fixed Cash | n | At-Risk Cash |
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, bonus, 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 salary, bonuses and “refresh” equity awards for 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 for other officers 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 background information or advice or otherwise participate in Compensation Committee or Board of Directors meetings. Members of management, including our CEO, may attend portions of our Compensation Committee’s meetings; however, our CEO is not present during discussions and decisions regarding his compensation.
Role of Compensation Consultant
Role of Compensation Consultant During fiscal year 2026, 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 non-employee director compensation design and structure. In fiscal year 2026, 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
Role of Compensation Consultant
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Role of Compensation Consultant
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Role of Compensation Consultant
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 2026. 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 2026 Compensation Peer Group
Fiscal Year 2026 Compensation Peer Group During the last Compensation Committee meeting of fiscal 2025, Compensia proposed, and our Compensation Committee approved, a group of companies that would be appropriate peers for fiscal year 2026 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. At the time, our trailing four quarter revenue was $673 million, and our 30-day average market capitalization was approximately $3.0 billion. Using the above criteria collectively, Alteryx and Elastic N.V. were removed from our peer group because they were acquired, no longer met the targeted selection criteria for market capitalization and revenue, or were no longer considered comparable from a business perspective. LiveRamp Holdings and Sprinklr were added to our peer group for meeting the targeted selection criteria. 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 2026:
Fiscal Year 2026 Compensation Peer Group
| AppFolio | Bill.com Holdings | BlackLine | Braze | Confluent | | DigitalOcean Holdings | Fastly | Five9 | Freshworks | GitLab | | HashiCorp | LiveRamp Holdings | nCino | PagerDuty | Procore Technologies | | Qualys | Smartsheet | Sprinklr | Sprout Social | Workiva |
Annual Bonus
Annual Bonus In fiscal 2026, our Compensation Committee began implementing the Annual Bonus program for our NEOs. This Annual Bonus program is designed to further align executives’ interests with stockholder interests by linking pay to Asana’s performance. The Annual Bonus program is also intended to provide a balanced incentive structure that rewards both short-term operational excellence and long-term stockholder value. For fiscal 2026, the Compensation Committee determined to provide Annual Bonus opportunities to only our newly appointed executive officers as part of their initial compensation arrangements. Our other then-serving NEOs continued to participate in our legacy compensation structure, which prioritizes long-term equity and does not include a short-term cash incentive component. The target Annual Bonus opportunity for each participating named executive officer is determined based on market data, internal equity, and our desired pay mix. Annual Bonuses are structured to be certified and paid in the following fiscal year if and to the extent corporate objectives established by our Compensation Committee are achieved. Our Compensation Committee believes that the opportunity to be paid an Annual Bonus provides the incentive necessary to retain executive officers and reward them for short-term Company performance. The target bonuses of our named executive officers for fiscal year 2026 are listed in the table below. For information with respect to actual payouts, please see the subsection titled “Annual Bonus—2026 Bonus Performance Metrics” below.
Annual Bonus
| Named Executive Officer | Fiscal Year 2026 Target Bonus (%) | Fiscal Year 2026 Target Annual Bonus ($) | Fiscal Year 2026 Actual Annual Bonus Payout ($) | | Dan Rogers | 100 | 650,000 | 347,260 | | Sonalee Parekh | — | — | — | | Katie Colendich | 10 | 50,000 | 6,370 | | Dustin Moskovitz | — | — | — | | Eleanor Lacey | — | — | — | | Anne Raimondi | — | — | — |
2026 Bonus Performance Metrics
2026 Bonus Performance Metrics For Ms. Colendich, the fiscal year 2026 performance metric for the Annual Bonus was Adjusted Revenue, defined as GAAP revenue adjusted for the impact of constant currency. The Compensation Committee used the fourth quarter of fiscal year 2026 as the performance period. No payouts under the Annual Bonus Program will be made unless the target is achieved. The threshold, target, and maximum levels for the 2026 Annual Bonus performance metrics are outlined in the table below:
2026 Bonus Performance Metrics
| Performance Level | Payout Percentage | Q4 FY26 Adjusted Revenue Performance Target (millions) | | Below Threshold | 0 | <204.16 | | Threshold | 0 | 204.16 | | Target | 100 | 205.01 | | Maximum | 150 | 205.80 |
2026 Bonus Performance Metrics
After a review of the applicable financial results, the Compensation Committee determined that maximum performance was achieved and approved Ms. Colendich’s
2026 Bonus Performance Metrics
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2026 Bonus Performance Metrics
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2026 Bonus Performance Metrics
achievement at 150% of the target bonus opportunity. Ms. Colendich’s bonus payout, pro-rated for days served in fiscal year 2026, was $6,370. For fiscal 2026, Mr. Rogers was guaranteed 100% of his bonus, prorated based on the number of days that he was employed by the Company during fiscal year 2026. Mr. Rogers’ bonus payout, pro-rated for days served in fiscal year 2026, was $347,260. In March 2026, our Compensation Committee adopted the Incentive Bonus Plan. The Incentive Bonus Plan allows the Company to grant incentive bonus awards, generally payable in cash (or its equivalent), to employees selected by the administrator of the Incentive Bonus Plan, including senior employees and our named executive officers. Annual Bonuses are structured to be paid in the following year if and to the extent corporate performance objectives established by our Compensation Committee early in the applicable year are achieved. For fiscal year 2027, our Compensation Committee approved an Annual Bonus opportunity for our CEO, CFO, and General Counsel and Corporate Secretary.
Equity Awards
Equity Awards Since our direct listing, we have granted equity compensation to our executive officers primarily in the form of time-based RSU awards (RSUs) under our 2020 Equity Incentive Plan, and beginning in fiscal year 2026, performance-based RSU awards (PSUs). All equity awards granted to our named executive officers in fiscal year 2026 consisted of time based RSU awards and performance-based PSUs.
RSUs
RSUs Our time-based 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 named executive officers during fiscal year 2026 are set forth in the table below. The shares subject to each annual RSU award is disclosed in the table below. Additionally, Ms. Colendich’s offer letter provided for a fiscal year 2027 RSU award with a total grant date value of $420,000, and Mr. Megji’s offer letter provided for a fiscal year 2027 RSU award with a total grant date value of $4,200,000. The number of shares issuable under each of the RSU awards in the table below was determined by dividing the total grant date value of the award by the average closing price of our Class A common stock on the NYSE over each trading day for the month prior to the grant date (or, solely with respect to the annual grants which are typically approved in May of each year, each trading day for the month of March of that year) 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 2026” and the “Grants of Plan-Based Awards Table for Fiscal Year 2026” below is required to be reported calculated based on the closing price of a share of Class A common stock on the grant date, and as a result, such amount may be higher or lower than the total grant date value reflected in the table.
Fiscal 2026 RSU Grants
Fiscal 2026 RSU Grants
Fiscal 2026 RSU Grants
| Named Executive Officer | Type of Grant | Shares (#) | Vesting Schedule | | Dan Rogers | RSUs | 1,278,090 | 2/5 on September 20, 2026, and quarterly thereafter | | Sonalee Parekh | RSUs | 144,952(1) | 1/12 per quarter beginning June 20, 2025 | | | RSUs | 70,078 | 100% of the shares vest on December 20, 2025 | | Katie Colendich | RSUs | 16,483 | 1/8 per quarter beginning June 20, 2025 | | Dustin Moskovitz | — | — | — | | Eleanor Lacey | RSUs | 175,896(2) | 1/12 per quarter beginning June 20, 2025 | | | RSUs | 70,078 | 100% of the shares vest on December 20, 2025 | | Anne Raimondi | RSUs | 130,294(3) | 1/12 per quarter beginning June 20, 2025 | | | RSUs | 70,078 | 100% of the shares vest on December 20, 2025 |
Fiscal 2026 RSU Grants
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Fiscal 2026 RSU Grants
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Fiscal 2026 RSU Grants
(1)Award forfeited on March 23, 2026 upon Ms. Parekh’s resignation as our CEO. (2)Award forfeited on March 31, 2026 upon the conclusion of Ms. Lacey’s advisory services. (3)Award forfeited on March 31, 2026 upon the conclusion of Ms. Raimondi’s advisory services.
PSUs
PSUs The Compensation Committee introduced PSUs for the first time this year in connection with long-term equity awards granted to our new CEO. Our new CFO and our new GC will receive PSUs in fiscal 2027, pursuant to their respective offer letters. Each of these awards is meant to further align the interests of our named executive officers with those of our stockholders by further tying the compensation of our named executive officers to company performance.
Fiscal 2026 CEO PSU New Hire Award
Fiscal 2026 CEO PSU New Hire Award In connection with the appointment of Mr. Rogers as our CEO, our Compensation Committee approved a target number of PSUs with a total grant date value of $16,800,000. The PSU grant is earned in three tranches based on adjusted revenue (weighted at 20%) and relative total stockholder return (“rTSR”) (weighted at 80%). If the achievement of any of the applicable adjusted revenue performance targets or the rTSR targets falls between the threshold and target performance levels, or between the target and maximum performance levels, each as discussed below, then the payout percentage will be interpolated on a linear basis, subject to Mr. Rogers’ continuous service through the applicable vesting date (including such vesting as a result of a change in control, as described immediately below and further in the subsection titled “Employment, Severance, and Change in Control Arrangements—Mr. Rogers’ Offer Letter” ). If there is a change in control of Asana, then the outstanding PSUs allocated for any period in which performance has not been completed will generally be converted into time-based restricted stock units based on the deemed achievement of any performance conditions at the higher of target and actual performance levels (measured as of the change in control) and remain eligible to vest subject to Mr. Rogers’ continuous service through the original vesting dates. If Mr. Rogers experiences a covered termination on or prior to a change in control period (i.e., the period beginning three months prior to the date on which a change in control becomes effective and ending eighteen months following the effective date of such change in control), then his PSUs (and other performance awards) will fully accelerate at the higher of target performance and actual performance levels. Earned PSUs will vest on the first regularly scheduled quarterly vesting date following the date that the earned PSUs are certified by our Compensation Committee. Any PSUs corresponding with a performance period that do not vest on such certification date will automatically terminate.
Fiscal 2026 CEO PSU Performance Metrics Overview
Fiscal 2026 CEO PSU Performance Metrics Overview Performance Periods The CEO’s fiscal 2026 PSU award has three performance periods as follows: •First Performance Period. August 1, 2025 through July 31, 2026, during which 20% of the maximum number of PSUs will be eligible to be earned. •Second Performance Period. August 1, 2026 through July 31, 2027, during which 40% of the maximum number of PSUs will be eligible to be earned. •Third Performance Period. August 1, 2027 through July 31, 2028, during which 40% of the maximum number of PSUs will be eligible to be earned. The number of PSUs eligible to be earned with respect to each performance period above is referred to as a tranche. Adjusted Revenue Adjusted Revenue means the Company’s total GAAP revenue (as adjusted for the impact of constant currency and not by any other adjustment) with respect to a performance period. With respect to each performance period, for the 20% portion of each tranche that is eligible to be earned based on adjusted revenue, the number of shares that will be earned will be calculated by multiplying the applicable payout percentage (based on the applicable performance level corresponding to the achievement of
Fiscal 2026 CEO PSU Performance Metrics Overview
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Fiscal 2026 CEO PSU Performance Metrics Overview
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Fiscal 2026 CEO PSU Performance Metrics Overview
the applicable adjusted revenue performance targets set forth in the table below) by the target number of PSUs eligible to be earned with respect to such portion of the applicable tranche:
Fiscal 2026 CEO PSU Performance Metrics Overview
| Performance Level | Payout Percentage | Adjusted Revenue Performance Target | | Below Threshold | —% | <$827.40 | | Threshold | 25% | $827.40 | | Target | 100% | $829.50 | | Maximum | 200% | $831.40 |
Fiscal 2026 CEO PSU Performance Metrics Overview
Relative Total Stockholder Return (“rTSR”) rTSR means Asana’s TSR (i.e., the compound annual total stockholder return of Asana over an applicable performance period) as measured against its peer group’s TSR (i.e., the companies that are a component of the BVP Nasdaq Emerging Cloud Index). With respect to each performance period, for the 80% portion of each tranche that is eligible to be earned based on rTSR, the number of shares that will be earned will be determined by multiplying the applicable payout percentage (based on the applicable level of rTSR achievement as set forth in the table below) by the target number of PSUs eligible to be earned with respect to such portion of the applicable tranche:
Fiscal 2026 CEO PSU Performance Metrics Overview
| Performance Level | rTSR Achievement | Payout Percentage | | Below Threshold | Below the 25th Percentile | —% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | At or Above the 75th Percentile | 200% |
Fiscal 2026 CEO PSU Performance Metrics Overview
Because Mr. Rogers has not yet completed a performance period, we have nothing to disclose with respect to amounts actually earned.
Other Fiscal 2026 NEO PSU Awards
Other Fiscal 2026 NEO PSU Awards There were no PSU awards granted in fiscal 2026 to any NEO other than Mr. Rogers. However, Ms. Colendich’s offer letter provided for a fiscal year 2027 PSU award with a total grant date value of $180,000, and Mr. Megji’s offer letter provided for a fiscal year 2027 PSU award with a total grant date value of $1,800,000.
Other Fiscal 2026 NEO PSU Awards
| Named Executive Officer | Target Grant Date Value ($)(1) | Target Number of Shares(2) | | Dan Rogers | 16,800,000 | 1,179,776 | | Sonalee Parekh | — | — | | Katie Colendich | — | — | | Dustin Moskovitz | — | — | | Eleanor Lacey | — | — | | Anne Raimondi | — | — |
Other Fiscal 2026 NEO PSU Awards
1.The grant date fair value of the PSU award reported in the “Summary Compensation Table for Fiscal Year 2026” and the “Grants of Plan-Based Awards Table for Fiscal Year 2026” below is required to be reported calculated based on the closing price of our Class A common stock on the grant date, and as a result, such amount may be higher or lower than the target grant date value reflected in the table.
Other Fiscal 2026 NEO PSU Awards
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Other Fiscal 2026 NEO PSU Awards
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Other Fiscal 2026 NEO PSU Awards
2.The target number of shares issuable under the PSU award shown in the table was determined by dividing the target grant date value of the PSU award by the average closing price of our Class A common stock on the NYSE on each trading day for the month of June 2025 in order to reduce the impact of daily volatility on compensation outcomes. 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 titled “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 Amended 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 titled “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. Mr. Rogers’ offer letter provides for certain modifications to his participation in the Executive Severance Plan. The terms of his participation are further described in the subsection titled “Employment, Severance, and Change in Control Arrangements—Mr. Rogers’ Offer Letter” below.
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
Compensation Risk Assessment Our Compensation Committee reviews our compensation program, including compensation levels, designs, practices and policies, to understand if there are any areas that are likely to promote excessive risk-taking or create risks that could have a material adverse effect on the Company. Based on the review, we believe that, through a combination of risk-mitigating features and incentives guided by relevant market practices, our compensation programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. The following features are noted as strong mitigating features: •we provide a balance of fixed and performance-based compensation; •our long-term incentive awards vest over time, generally over three years; •our executives, including our executive officers, are subject to meaningful stock ownership guidelines; •we have a prohibition on hedging and pledging of our common stock; •we have an independent Compensation Committee; and •our Compensation Committee engages an independent compensation consultant. Stockholder Engagement and Advisory Vote on Executive Compensation We value the input of our stockholders on our compensation programs. We hold an advisory vote on executive compensation on an annual basis. We also regularly communicate with our stockholders to better understand their opinions on governance issues, including compensation. Specific to our 2025 Say on Pay results, 99% of the votes cast were voted “FOR” approval of our executive compensation proposal (excluding broker non-votes). This very high level of support did not imply a need to make material changes to our executive compensation program in fiscal 2026. In connection with our leadership transition, the Compensation Committee introduced the Annual Bonus program and PSU grants to more closely align with our strategic objectives and further solidify our commitment to a pay-for-performance culture. Our Compensation Committee will continue to consider stockholder feedback and the results of future Say on Pay results.
Compensation Risk Assessment
| Name and Principal Position | Fiscal Year | | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Dan Rogers Chief Executive Officer | | 2026 | 345,313 | 347,260 | 38,737,939 | — | 50,468 | 39,480,980 | | Sonalee Parekh Chief Financial Officer | | 2026 | 750,000 | — | 3,911,396 | — | 4,000 | 4,665,396 | | | | 2025 | 290,625 | — | 13,141,902 | — | — | 13,432,527 | | Katie Colendich General Counsel & Corporate Secretary | | 2026(4) | 451,252 | — | 299,826 | 6,370 | 4,000 | 761,448 | | Dustin Moskovitz Former President & Chief Executive Officer | | 2026 | 1 | — | — | — | — | 1 | | | | 2025 | 1 | — | — | — | — | 1 | | | | 2024 | 1 | — | — | — | — | 1 | | Eleanor Lacey Former General Counsel & Corporate Secretary | | 2026(5) | 632,502 | — | 4,474,267 | — | 5,613 | 5,112,382 | | | | 2025 | 536,250 | — | 2,615,023 | — | — | 3,151,273 | | | | 2024 | 525,000 | — | 1,697,565 | — | — | 2,222,565 | | Anne Raimondi Former Chief Operating Officer | | 2026(6) | 718,750 | — | 3,644,767 | — | 1,000 | 4,364,517 | | | | 2025 | 750,000 | — | 4,794,214 | — | — | 5,544,214 | | | | 2024 | 750,000 | — | 4,137,810 | — | — | 4,887,810 |
•Sydney Carey
| CEO Pay Ratio |
•Sydney Carey
| Pay Versus Performance |
•Sydney Carey
| Table of Contents | Pay Versus Performance |
•Sydney Carey
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO 1 | | | Year | 2026 ($) | | Summary Compensation Table Total | 39,480,980 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (38,737,939) | | (Minus): Change in Pension Value | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 26,005,341 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | 26,748,381 |
•Sydney Carey
| Pay Versus Performance | Table of Contents |
•Sydney Carey
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO 2 | | | Year | 2026 ($) | | Summary Compensation Table Total | 1 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | — | | (Minus): Change in Pension Value | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | 1 |
•Sydney Carey
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Non-PEO NEOs | | | Year | 2026 ($) | | Summary Compensation Table Total | 3,725,936 | | (Minus): Grant Date Fair Value of Equity Awards Granted in Fiscal Year | (3,082,564) | | (Minus): Change in Pension Value | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 893,439 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (2,959,170) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | 1,175,743 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (1,413,170) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | | Compensation Actually Paid | (1,659,786) |
•Sydney Carey
| Table of Contents | Pay Versus Performance |
•Sydney Carey
| Pay Versus Performance | Table of Contents |