ASANA INC CLASS A (ASAN)
Sector: Information Technology
2026 Annual Meeting Analysis
ASANA INC CLASS A · Meeting: June 8, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Ms. Anderson-Copperman has served since July 2022 (more than 24 months), and Asana's stock has lost about 66% over three years while the technology sector ETF (XLK) gained about 114% — a gap of roughly 179 percentage points, far exceeding the 30-point threshold that triggers a vote against; the 5-year record (-80.2% vs XLK) confirms this is sustained underperformance, not a temporary dip, so no mitigant applies.
Ms. Carey has served since July 2019 (well over 24 months) and Asana's stock has lost about 66% over three years while the technology sector ETF (XLK) gained about 114% — a gap of roughly 179 percentage points, far exceeding the 30-point threshold; the 5-year record (-80.2% vs XLK) confirms sustained underperformance with no mitigating improvement, so the vote against stands.
For Analysis
Mr. Rogers joined as CEO and director in July 2025, less than 24 months before this meeting, so he is exempt from the stock performance trigger under our policy; he brings relevant technology leadership experience and was newly appointed to lead the company's turnaround.
Two of the three Class III nominees (Anderson-Copperman and Carey) trigger the stock performance threshold — Asana's shares have fallen about 66% over three years while the technology sector ETF (XLK) gained roughly 114%, a gap of approximately 179 percentage points that far exceeds the 30-point policy threshold for companies with negative absolute three-year returns; the five-year record (-80.2%) confirms this is not a temporary trough. New CEO Dan Rogers is exempt from the trigger given his tenure of less than 24 months.
Say on Pay
✓ FORCEO
Dustin Moskovitz
Total Comp
$1
Prior Support
99%%
The CEO listed in the compensation database is Dustin Moskovitz, whose total compensation for fiscal year 2026 was $1 — essentially zero — because he voluntarily waived all cash and equity pay while serving as CEO, which is far below any benchmark and raises no overpayment concern. The broader named executive officer program is transitioning toward a pay-for-performance structure with the introduction of performance stock awards and an annual bonus tied to revenue targets for the new CEO Dan Rogers, and prior-year shareholder support was an exceptionally high 99%, indicating no unresolved shareholder concerns. While Asana's stock has significantly underperformed peers, the CEO's pay of $1 means there is no misalignment between pay and performance for the highest-paid executive, and the overall compensation structure passes the policy screens.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,332,000
Non-Audit Fees
$202,000
Non-audit fees (tax fees of $200,000 plus other fees of $2,000, totaling $202,000) represent about 8.7% of audit fees ($2,332,000), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for Asana's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no restatements are noted.
Overall Assessment
This is a three-proposal annual meeting ballot; the most significant issue is the severe and sustained stock underperformance — Asana shares have lost about 66% over three years while the technology sector ETF (XLK) gained roughly 114% — which triggers votes against the two longer-tenured Class III director nominees while newly appointed CEO Dan Rogers is exempt. The say-on-pay and auditor ratification proposals both pass policy screens cleanly, supported by the outgoing CEO's $1 salary and a low non-audit fee ratio of under 9%.