Independent
Tenure on this board
3.9 yrs
3 nominees · 3 ballot items.
Election of three Class III directors; ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2027; and a non-binding advisory (Say-on-Pay) vote to approve named executive officer compensation for fiscal 2026.
Elect three Class III directors—Krista Anderson-Copperman, Sydney Carey, and Dan Rogers—to serve until the 2029 annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Asana’s independent registered public accounting firm for the fiscal year ending January 31, 2027.
Non-binding advisory vote to approve the compensation of Asana’s named executive officers as disclosed in the proxy statement for fiscal year 2026.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to Asana’s named executive officers as disclosed in the proxy statement for the 2026 Annual Meeting. Management is seeking this advisory approval to obtain stockholder feedback on its pay programs and to reinforce that the Compensation Committee’s approach—composed of base salary, newly introduced annual bonus opportunities, time-based RSUs and newly-introduced PSUs—is aligned with company performance and long-term stockholder value. The timing and context are notable: the company completed a CEO transition in mid‑2025 and granted a substantial new-hire compensation package to the incoming CEO that includes large RSU and PSU grants tied to adjusted revenue and relative TSR metrics, which increases the salience of the advisory vote. The Board emphasizes governance practices intended to align pay and performance, including independent compensation consultant engagement, stock ownership policies, anti-hedging/pledging rules, and a clawback policy. Although the Say-on-Pay vote is non‑binding, the Compensation Committee explicitly states it values stockholder input and will consider the outcome when making future compensation decisions. Key risks and tensions for an analyst to weigh include the magnitude and structure of the CEO’s equity awards (heavy weighting to long‑term PSUs and large grant date values), the introduction of annual cash bonuses for newly appointed executives, and the historical strong stockholder support for pay (noted prior support in 2025), which may temper activist pressure but does not eliminate scrutiny over pay-for-performance alignment. The proposal’s resolution language points stockholders to the CD&A and accompanying tables for the decision context, meaning that assessing the vote requires careful review of disclosed targets (e.g., adjusted revenue and rTSR metrics for PSUs), vesting schedules, and severance/change-in-control provisions. In recommending a FOR vote, the Board frames the program as competitive and necessary to recruit and retain executives during a leadership transition while maintaining mechanisms intended to align management incentives with long-term stockholder returns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 8,706,840 | $56M |
| 2 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 3.1% | 7,184,248 | $46M |
| 3 | D. E. Shaw Co., Inc.Activist | 2.6% | 6,031,612 | $39M |
| 4 | VOYA INVESTMENT MANAGEMENT LLC | 2.0% | 4,705,650 | $30M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 1.7% | 3,866,354 | $25M |
| 6 | GOLDMAN SACHS GROUP INC | 1.6% | 3,772,908 | $24M |
| 7 | BlackRock, Inc. | 1.6% | 3,598,413 | $23M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.5% | 3,464,843 | $22M |
| 9 | Point72 Asset Management, L.P.Activist | 1.4% | 3,202,548 | $20M |
| 10 | BlackRock, Inc. | 1.2% | 2,845,354 | $18M |
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