asan-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

______________________________

ASANA, INC.

(Name of Registrant as Specified In Its Charter)

______________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply)

x No fee required.

o Fee paid previously with preliminary materials.

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Notice of Annual Meeting of Stockholders

633 Folsom Street, Suite 100

San Francisco, CA 94107

Date

Monday,

June 16, 2025

Time

2:00 P.M.

Pacific Time

Place

www.virtualshare

holdermeeting.com/ASAN2025

Dear Stockholders of Asana, Inc.:

We cordially invite you to attend the 2025 annual meeting of stockholders, or the Annual Meeting, of Asana, Inc., a Delaware corporation, which will be held as a virtual meeting on Monday, June 16, 2025 at 2:00 p.m. Pacific Time. The Annual Meeting will be held through a live audio-only

webcast at www.virtualshareholdermeeting.com/ASAN2025, where you will also be able to submit questions and vote online.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:


1			To elect the three nominees for Class II directors to serve on Asana’s board of directors until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified;
2			To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of Asana’s board of directors as Asana’s independent registered public accounting firm for its fiscal year ending January 31, 2026;
3			To solicit a non-binding advisory vote to approve the compensation of Asana’s named executive officers; and
4			To transact such other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 21. 2025 as the record date for the Annual Meeting, or the Record Date. Only stockholders of record on April 21, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 30, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement and annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.


Your vote is important.			Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone, or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually and to vote your shares at the Annual Meeting.


We appreciate your continued support of Asana. By order of the board of directors, Dustin Moskovitz President, Chief Executive Officer, and Chair of the Board			San Francisco, California April 30, 2025


Table of Contents


			Proxy Summary			1
			2025 Annual Meeting of Stockholders			2
			Questions and Answers Regarding this Solicitation and Voting at the Annual Meeting			2
			Nomination of Director Candidates			6
			Universal Proxy			7
			Availability of Bylaws			7
			Special Note Regarding Forward-Looking Statements			8
			Board of Directors and Corporate Governance			9
			Director Skills			10
			Board Composition			10
			Nominees for Director			11
			Continuing Directors			12
			Director Independence			15
			Board Leadership Structure			16
			Lead Independent Director			16
			Board and Stockholder Meetings and Committees			16
			Compensation Committee Interlocks and Insider Participation			19
			Considerations in Evaluating Director Nominees			19
			Stockholder Recommendations for Nominations to the Board of Directors			20
			Communications with the Board of Directors			20
			Corporate Governance Guidelines and Code o f Conduct and Ethics			20
			Risk Management and Oversight of Risk Management			21
			Insider Trading Policy and Prohibition on Hedging, Short Sales, and Pledging			21
			Non-Employee Director Compensation			22
			Directors' Deferred Compensation Plan			23
			Non-Employee Director Compensation for Fiscal Year 2025			23
			Equity Granted in Lieu of Cash Retainers			25
			Corporate Responsibility and Sustainability			26
			Culture and Belonging			27


			Impact of Culture			27
			Building a Sustainable Business			29
			Long-Term Stock Exchange			29
			Code of Conduct and Ethics			29
			Proposal No. 1: Election of Directors			30
			Nominees			30
			Vote Required			30
			Proposal N o . 2: R atification of App ointment of Independent Registered Public Accounting Firm			31
			Audit and Related Fees			31
			Auditor Independence			32
			Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			32
			Vote Required			32
			Report of the Audit Committee			33
			P roposal N o . 3 : A dvisory Vote to Approve the Compensation of Named Executive Officers			34
			Vote Required			34
			Executive Officers			35
			Executive Compensation			37
			Compensation Discussion and Analysis			37
			Executive Summary			37
			Our Approach to Executive Compensation			39
			How We Determine Executive Compensation			40
			Fiscal Year 2025 Executive Compensation Program			43
			Other Features of Our Executive Compensation Program			44
			Other Compensation Policies and Practices			45
			Stockholder Engagement and Advisory Vote on Executive Compensation			46
			Summary Compensation Table for Fiscal Year 20 25			47
			Grants of Plan -Based Awards Table for Fiscal Year 20 25			48
			Outstanding Equity Awards at Fiscal Year-End Table for Fiscal Year 2025			49
			Option Exercises and Stock Vested Table for Fiscal Year 20 25			51
			Nonqualified Deferred Compensation Table for Fiscal Year 20 25			52
			Employment, Severance, and Change of Control Arrangements			53
			Potential Payments upon Termination or Change in Control			54
			Report of the Compensation Committee			56
			Equity Compensation Plan Information			57
			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			58


			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 202 5 Annual Report and SEC Filings			67


T able of Contents


Proxy Summary

The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Annual Meeting of Stockholders

Date

Monday,

June 16, 2025

Time

2:00 P.M.

Pacific Time

Vote by Internet

at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 15, 2025 (have your Notice or proxy card in hand when you visit the website);

Vote by Phone

by toll-free telephone until 11:59 p.m. Eastern Time on June 15, 2025 at 1-800-690-6903 (be sure to have your Notice or proxy card in hand when you call);

Vote by Mail

by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or

Vote during the Annual Meeting

by attending and voting at the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/ASAN2025, where stockholders may vote and submit questions (before and during) the Annual Meeting (have your proxy card in hand when you visit the website).

Voting Recommendations From Our Board of Directors:


Proposal 1	The election of Andrew Lindsay, Lorrie Norrington, and Justin Rosenstein as Class II directors. Page 30	Nominees receiving the largest number of votes “FOR” such nominees are elected as directors
Proposal 2	The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026. Page 31	Majority of votes present
Proposal 3	The approval, on an advisory basis, of the compensation of our named executive officers, or the Say-on-Pay vote. Page 34	Majority of votes present


Asana 2025 Proxy Statement			1


			Table of Contents


2025 Annual Meeting of Stockholders Monday, June 16, 2025 at 2:00 P.M. Pacific Time

This proxy statement and the enclosed form of proxy are being provided to you in connection with the solicitation of proxies by our board of directors, referred to as the Board of Directors or the Board, for use at the 2025 annual meeting of stockholders of Asana, Inc., a Delaware corporation, referred to as the Company or Asana, and any postponements, adjournments, or continuations thereof, referred to as the Annual Meeting. The Annual Meeting will be held as a virtual meeting on Monday, June 16, 2025 at 2:00 p.m. Pacific Time via a live audio webcast on the internet at www.virtualshareholdermeeting
.com/ASAN2025 where you will be able to listen to the meeting, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 30, 2025 to all stockholders entitled to vote at the Annual Meeting.

A list of stockholders entitled to vote will be available for 10 days prior to the Annual Meeting at our headquarters, 633 Folsom Street, Suite 100, San Francisco, California 94107. If you would like to view the stockholder list, please contact our Investor Relations department with an electronic mail, or e-mail, message to ir@asana.com to schedule an appointment.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Questions and Answers Regarding this Solicitation and Voting at the Annual Meeting

What matters am I voting on?

You will be voting on:

1.the election of the three nominees for Class II directors to serve on our board of directors until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

2.the ratification of the selection of PricewaterhouseCoopers LLP by the Audit Committee of our Board of Directors as our independent registered public accounting firm for our fiscal year ending January 31, 2026;

3.the advisory approval of the compensation of our named executive officers; and

4.any other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

How does the Board of Directors recommend I vote on these proposals?

Our Board of Directors recommends a vote:

•“FOR” the election of Andrew Lindsay, Lorrie Norrington, and Justin Rosenstein as Class II directors to serve on our board of directors until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

•“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026; and

•“FOR” the advisory approval of the compensation of our named executive officers, or Say-on-Pay, for our fiscal year ended January 31, 2025.


2			Asana 2025 Proxy Statement


Table of Contents			Questions and Answers

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 21, 2025, the Record Date, may vote at the Annual Meeting. As of the Record Date, there were 155,868,521 shares of our Class A common stock outstanding and 79,561,680 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of our Class A common stock is entitled to one vote on each proposal and each share of our Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our common stock.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders collectively as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank, or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker, bank, or other nominee’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee collectively as “street name stockholders.”

How many votes are needed for approval of each proposal?

•Proposal No. 1. The election of directors requires a plurality of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on each of the nominees for election as a director. Withheld votes and broker non-votes will each have no effect on the outcome of this proposal.

•Proposal No. 2. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026 requires the affirmative vote of a majority of the voting power of the shares of our common stock entitled to vote thereon that are present in person or by proxy at the Annual Meeting and are voted for or against the proposal to be approved. Abstentions and broker non-votes will each have no effect on the outcome of this proposal.

•Proposal No. 3. This non-binding advisory vote to approve the compensation of the named executive officers, or Say-on-Pay, requires the affirmative vote of a majority of the voting power of the shares of our common stock entitled to vote thereon that are present in person or by proxy at the Annual Meeting and are voted for or against the proposal to be approved. Abstentions and broker non-votes will each have no effect on the outcome of this proposal. 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 approving 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 named executive officers.


Asana 2025 Proxy Statement			3


Questions and Answers			Table of Contents

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

•by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 15, 2025 (have your Notice or proxy card in hand when you visit the website);

•by toll-free telephone until 11:59 p.m. Eastern Time on June 15, 2025 at 1-800-690-6903 (have your Notice or proxy card in hand when you call);

•by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); or

•by attending and voting at the Annual Meeting by visiting www.virtualshareholdermeeting.com/ASAN2025, where stockholders may vote and submit questions (before and during) the Annual Meeting (have your proxy card in hand when you visit the website).

Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, by telephone, or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•entering a new vote by Internet at www.proxyvote.com or by telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on June 15, 2025;

•completing and returning a later-dated proxy card; or

•attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

If you are a street name stockholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote.

How do I attend the Annual Meeting?

You will be able to attend the Annual Meeting online, submit your questions during the meeting, and vote your shares electronically at the Annual Meeting by visiting www.virtualshareholdermeeting.com/ASAN2025. To participate in the Annual Meeting online, you will need the control number included on your proxy card. The Annual Meeting webcast will begin promptly at 2:00 p.m. Pacific Time on June 16, 2025. We encourage you to access the meeting prior to the start time. Online check-in will begin at 1:55 p.m. Pacific Time and you should allow sufficient time for the check-in procedures.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board of Directors. Dustin Moskovitz, Sonalee Parekh, and Eleanor Lacey have been designated as proxy holders by our Board of Directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is postponed or prematurely adjourned, the proxy holders can vote the shares represented by proxies on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.


4			Asana 2025 Proxy Statement


Table of Contents			Questions and Answers

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission, or the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 30, 2025 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks, or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:



			Asana, Inc. Attention: Investor Relations 633 Folsom Street, Suite 100 San Francisco, California 94107 Tel: 1-646-854-4063 Email: ir@asana.com

Street name stockholders may contact their broker, bank, or other nominee to request information about householding.


Asana 2025 Proxy Statement			5


Questions and Answers			Table of Contents

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2026 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 31, 2025. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:



			Asana, Inc. Attention: Corporate Secretary & General Counsel, Legal Department 633 Folsom Street, Suite 100 San Francisco, California 94107

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board of Directors, or (iii) properly brought before such annual meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our bylaws. To be timely for our 2026 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•not earlier than February 16, 2026; and

•not later than the close of business on March 18, 2026.

In the event that we hold the 2026 annual meeting of stockholders more than 30 days before or after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2026 annual meeting of stockholders and no later than the close of business on the later of the following two dates:

•the 90th day prior to the 2026 annual meeting of stockholders; or

•the 10th day following the day on which public announcement of the date of our 2026 annual meeting of stockholders is first made.

If a stockholder who has notified us of their intention to present a proposal at an annual meeting of stockholders does not appear to present their proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board of Directors and should be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.


6			Asana 2025 Proxy Statement


Table of Contents			Questions and Answers

Universal Proxy

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our Board of Directors’ nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act in accordance with the advance notice procedure as described above.

Availability of Bylaws

You may contact our Corporate Secretary at the address set forth above for a copy of the relevant provisions of our bylaws regarding the requirements for making stockholder proposals and nominating director candidates.


Asana 2025 Proxy Statement			7


			Table of Contents


Special Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements involve substantial risk and uncertainties. All statements other than statements of historical facts contained in this Proxy Statement are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would” or the negative of these words or other similar terms or expressions. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Proxy Statement primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2025, as filed with the SEC on March 18, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Proxy Statement. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as required by law.


8			Asana 2025 Proxy Statement


Table of Contents


Board of Directors and Corporate Governance

Our business affairs are managed under the direction of our Board of Directors, which is currently composed of nine members. Five of our directors are independent within the meaning of the listing standards of The New York Stock Exchange, or the NYSE, and the Long-Term Stock Exchange, or the LTSE. Our Board of Directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

The following table sets forth the names, ages as of April 30, 2025, and certain other information for each of the members of our Board of Directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our Board of Directors:



Director Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated	Committee Membership


							Audit	Compensation	Nominating and Corporate Governance

Directors with Terms Expiring at the Annual Meeting/Nominees
Andrew Lindsay	II	45	Director	2021	2025	2028	¢		l
Lorrie Norrington	II	65	Lead Independent Director	2019	2025	2028	¢		¢
Justin Rosenstein	II	41	Co-Founder, Director	2008	2025	2028
Continuing Directors
Marc Boroditsky	I	62	Director	2025	2027	—		¢
Matthew Cohler	I	48	Director	2009	2027	—			¢
Dustin Moskovitz	I	40	Co-Founder, President, Chief Executive Officer, and Chair	2008	2027	—
Krista Anderson-Copperman	III	48	Director	2022	2026	—	¢	l
Sydney Carey	III	60	Director	2019	2026	—	l	¢
Adam D’Angelo	III	40	Director	2008	2026	—
l Committee Chair		¢ Committee Member


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Board of Directors and Corporate Governance			Table of Contents

Director Skills

Krista

Anderson-Copperman

Marc

Boroditsky

Sydney

Carey

Matthew

Cohler

Adam

D’Angelo

Andrew

Lindsay

Dustin

Moskovitz

Lorrie

Norrington

Justin

Rosenstein

Attributes/Experiences

Risk Management

Enterprise Experience

Finance & Accounting

Business Strategy & Scaling

Public Company Background

Technology & Product

Human Capital Management

Cybersecurity

Board Composition

In service of our mission, we are working to create an inclusive team with a broad range of perspectives and experiences. This commitment extends to the composition of our Board of Directors. Our Nominating and Corporate Governance Committee works with the Board to determine the desired qualifications, expertise, and characteristics for our Board members, including factors such as business experience, professional background, education, skills, and other perspectives, that contribute to the broad range of viewpoints and experience represented on the Board.

The following charts set forth information relating to the independence, age, and tenure of our Board of Directors.

INDEPENDENCE


n			Independent
n			Not Independent

AGE


n			40 and under
n			41 to 55
n			Over 55

TENURE


n			Less than 3 years
n			3-6 years
n			6+ years


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Table of Contents			Board of Directors and Corporate Governance

Nominees for Director

Andrew Lindsay has served as a member of our Board of Directors since July 2021.

Mr. Lindsay joined Microsoft Corporation, a multinational technology company, in May 2022 and serves as its Corporate Vice President, AI, Data, and Azure, Business Development. Mr. Lindsay previously served as Senior VP of Corporate and Business Development of HubSpot, Inc., a customer relationship management platform, from July 2020 to April 2022 and as HubSpot’s VP of Corporate and Business Development from January 2018 to July 2020. Prior to joining HubSpot, Mr. Lindsay held several positions at Jawbone, a wearable technology company, from December 2011 to December 2017, most recently as the VP of Corporate Development. He was previously a consultant with McKinsey & Company, a management consulting firm, and a mergers and acquisitions investment banker with Merrill Lynch & Co., an investment bank. Mr. Lindsay holds a B.S. in Biology from Howard University, where he also helped found the University's Center for Digital Business. Mr. Lindsay also holds a J.D. from Harvard Law School and an M.B.A. from Harvard Business School.

We believe that Mr. Lindsay is qualified to serve as a member of our Board of Directors because of his extensive experience as an executive of technology companies and his knowledge of our industry.

Lorrie Norrington has served as our lead independent director since August 2021.

Ms. Norrington has served as an operating partner of Lead Edge Capital LLC, a growth equity investment firm, since October 2012. Ms. Norrington previously served in several senior management roles at eBay Inc., a multinational e-commerce publicly traded company, from June 2005 to September 2010, including President of Global eBay Marketplaces, Chief Operating Officer of eBay Marketplaces, and President of eBay International. Ms. Norrington currently serves on the boards of directors of Autodesk, Inc., HubSpot, Inc., and Colgate-Palmolive Company, and she also previously served on the boards of directors of Eventbrite, Inc. from April 2015 to August 2020 and of DirectTV from February 2011 to August 2015. Ms. Norrington holds a B.A. in business administration from the University of Maryland, College Park and an M.B.A. from Harvard Business School.

We believe that Ms. Norrington is qualified to serve as a member of our Board of Directors because of her extensive experience as an executive and board member of many publicly traded companies, including her business acumen, finance expertise, extensive global expertise, and her knowledge of our industry. As a member of the LGBTQ+ community, Ms. Norrington is a passionate advocate for culture and belonging.


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Justin Rosenstein co-founded Asana and has served as our Chief Executive Officer from February 2009 to October 2010, and as our President from October 2010 to February 2019.

Previously, Mr. Rosenstein served as an Engineer and Engineering Manager at Meta Platforms, Inc. (formerly Facebook, Inc.), a social media and networking company, from May 2007 to November 2008, and as a Product Manager at Google Inc., a multinational technology company, from March 2004 to April 2007. Mr. Rosenstein holds a B.S. in mathematics from Stanford University.

We believe that Mr. Rosenstein is qualified to serve as a member of our Board of Directors due to the perspective and experience he brings as our Co-Founder and Former President.

Continuing Directors

Krista Anderson-Copperman has served as a member of our Board of Directors since July 2022.

Ms. Anderson-Copperman currently serves as an advisor and board director across a number of private SaaS companies and non-profit entities including Benchling, Cedar, Trove, Attentive, The Advocates for Survivors of Domestic Abuse, and Gainsight. Since January 2022, she has also served as a venture partner at Technology Crossover Ventures (TCV). Ms. Anderson-Copperman was previously the Chief Customer Officer at Okta, Inc., an identity management software company, from March 2014 to March 2020. Prior to joining Okta, she spent 14 years at Salesforce, Inc., an enterprise cloud computing and social enterprise solutions company, from November 2000 to January 2014, where she served in several senior management roles including Senior Vice President Customers for Life and Senior Vice President Global Support & Customer Success. Ms. Anderson-Copperman holds a B.A. in psychology from the University of Oregon.

We believe that Ms. Anderson-Copperman is qualified to serve as a member of our Board of Directors because of her enterprise leadership experience and her knowledge of our industry.


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Marc Boroditsky has served as a member of our Board of Directors since April 2025.

Mr. Boroditsky most recently served as President of Revenue at Cloudflare, Inc., a global cloud services provider, from November 2022 to August 2024. Previously, he served in a variety of senior management roles at Twilio Inc., a cloud communication platform, beginning in February 2015, including as Chief Revenue Officer from July 2020 to August 2022. Prior to that, Mr. Boroditsky co-founded a number of technology companies. Mr Boroditsky has served on the board of directors of OneSpan Inc., an identity verification and electronic signature company, since June 2019. Mr. Boroditsky attended the University of California San Diego where he studied management science.

We believe that Mr. Boroditsky is qualified to serve as a member of our Board of Directors because of his extensive experience as an executive of technology companies and his knowledge of our industry.

SEC Form DEF 14A filed by Asana Inc.