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Asana Inc

For the period ended Jun 16, 2025. Filed Apr 30, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2025 · Filed Apr 30, 2025

ASAN$10.61-5.0%Stored close · as of Nov 6, 2026
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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 Registrantx Filed by a Party other than the Registranto

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 100San Francisco, CA 94107DateMonday, June 16, 2025Time2:00 P.M. Pacific TimePlacewww.virtualshareholdermeeting.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 atwww.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:

1To 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;
2To 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;
3To solicit a non-binding advisory vote to approve the compensation of Asana’s named executive officers; and
4To 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 MoskovitzPresident, Chief Executive Officer, and Chair of the BoardSan Francisco, CaliforniaApril 30, 2025
Proxy Summary1
2025 Annual Meeting of Stockholders2
Questions and Answers Regarding this Solicitation and Voting at the Annual Meeting2
Nomination of Director Candidates6
Universal Proxy7
Availability of Bylaws7
Special Note Regarding Forward-Looking Statements8
Board of Directors and Corporate Governance9
Director Skills10
Board Composition10
Nominees for Director11
Continuing Directors12
Director Independence15
Board Leadership Structure16
Lead Independent Director16
Board and Stockholder Meetings and Committees16
Compensation Committee Interlocks and Insider Participation19
Considerations in Evaluating Director Nominees19
Stockholder Recommendations for Nominations to the Board of Directors20
Communications with the Board of Directors20
Corporate Governance Guidelines and Code of Conduct and Ethics20
Risk Management and Oversight of Risk Management21
Insider Trading Policy and Prohibition on Hedging, Short Sales, and Pledging21
Non-Employee Director Compensation22
Directors' Deferred Compensation Plan23
Non-Employee Director Compensation for Fiscal Year 202523
Equity Granted in Lieu of Cash Retainers25
Corporate Responsibility and Sustainability26
Culture and Belonging27
Impact of Culture27
Building a Sustainable Business29
Long-Term Stock Exchange29
Code of Conduct and Ethics29
Proposal No. 1: Election of Directors30
Nominees30
Vote Required30
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm31
Audit and Related Fees31
Auditor Independence32
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm32
Vote Required32
Report of the Audit Committee33
Proposal No. 3: Advisory Vote to Approve the Compensation of Named Executive Officers34
Vote Required34
Executive Officers35
Executive Compensation37
Compensation Discussion and Analysis37
Executive Summary37
Our Approach to Executive Compensation39
How We Determine Executive Compensation40
Fiscal Year 2025 Executive Compensation Program43
Other Features of Our Executive Compensation Program44
Other Compensation Policies and Practices45
Stockholder Engagement and Advisory Vote on Executive Compensation46
Summary Compensation Table for Fiscal Year 202547
Grants of Plan-Based Awards Table for Fiscal Year 202548
Outstanding Equity Awards at Fiscal Year-End Table for Fiscal Year 202549
Option Exercises and Stock Vested Table for Fiscal Year 202551
Nonqualified Deferred Compensation Table for Fiscal Year 202552
Employment, Severance, and Change of Control Arrangements53
Potential Payments upon Termination or Change in Control54
Report of the Compensation Committee56
Equity Compensation Plan Information57
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters58
CEO Pay Ratio61
CEO Pay Ratio Results for Fiscal Year 202561
Pay Versus Performance62
Pay Versus Performance Table62
Most Important Financial Measures64
Relationship Between Pay and Performance64
Certain Relationships and Related Person Transactions65
Policies and Procedures for Related Person Transactions65
Indemnification Agreements65
Certain Related Person Transactions65
Other Matters67

Table 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 StockholdersDateMonday, June 16, 2025Time2:00 P.M. Pacific Time
Vote by Internetat 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 Phoneby 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 Mailby completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); orVote during the Annual Meetingby 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 1The election of Andrew Lindsay, Lorrie Norrington, and Justin Rosenstein as Class II directors. Page 30Nominees receiving the largest number of votes “FOR” such nominees are elected as directors
Proposal 2The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026. Page 31Majority of votes present
Proposal 3The approval, on an advisory basis, of the compensation of our named executive officers, or the Say-on-Pay vote. Page 34Majority of votes present
Asana 2025 Proxy Statement1

Table of Contents

2025 Annual Meeting of StockholdersMonday, 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 atwww.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.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.