Adam D’Angelo
Director at ASAN
Board
About Adam D’Angelo
Adam D’Angelo (age 40) has served on Asana’s board since December 2008. He is co‑founder and Chief Executive Officer of Quora (since June 2009) and was previously Chief Technology Officer at Meta Platforms (Facebook) from November 2006 to June 2008. He holds a B.S. in Computer Science from the California Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms (Facebook) | Chief Technology Officer; prior senior roles | Nov 2006 – Jun 2008 | Senior technical leadership in hypergrowth consumer tech |
| Facebook/Meta (earlier period) | Senior roles (pre‑CTO) | Jun 2005 – Nov 2006 | Product/engineering leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quora, Inc. | Co‑founder & Chief Executive Officer | Jun 2009 – present | Oversees strategy and operations at a large Q&A platform |
Board Governance
- Independence: Asana’s board classifies D’Angelo as non‑independent; independent directors are Anderson‑Copperman, Carey, Norrington, Boroditsky, Cohler, and Lindsay .
- Committee service: Not currently a member of Audit, Compensation, or Nominating & Corporate Governance; those committees are constituted without him .
- Attendance: In FY2025, the board held 10 meetings and each incumbent director attended at least 75% of board and committee meetings on which they served; all then‑serving directors attended the prior annual meeting .
- Tenure: Director since December 2008 (Class III; current term expires 2026) .
- Lead Independent Director: Lorrie Norrington presides over executive sessions of independent directors .
Fixed Compensation
Director compensation policy (effective Sept 30, 2020; amended May 24, 2023):
| Component | Amount ($) |
|---|---|
| Annual Board retainer | 30,000 |
| Lead Independent Director additional retainer | 15,000 |
| Audit Committee chair | 20,000 |
| Audit Committee member (non‑chair) | 10,000 |
| Compensation Committee chair | 12,000 |
| Compensation Committee member (non‑chair) | 6,000 |
| Nominating & Governance chair | 7,500 |
| Nominating & Governance member (non‑chair) | 3,750 |
Adam D’Angelo – Non‑employee director pay:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 31,160 | 30,000 |
| Stock Awards (Grant Date Fair Value, $) | 174,985 | 174,996 |
| Total ($) | 206,145 | 204,996 |
Equity elected in lieu of cash:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees converted ($) | 31,160 | 30,000 |
| Shares received (#) | 1,679 | 1,998 |
Policy features:
- Directors may elect fully‑vested Class A shares in lieu of cash retainers (issued quarterly), and may defer cash/equity under a Directors’ Deferred Compensation Plan .
- Hedging, short sales, margin accounts, and pledging of Asana stock are prohibited by insider trading policy .
- Director stock ownership guideline: ≥5× annual board retainer by the later of Feb 28, 2029 or the fiscal year of the fifth shareholder‑elected anniversary .
Performance Compensation
Director equity is time‑based RSUs; no director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed.
Program terms:
| Equity Feature | Terms |
|---|---|
| Initial RSU award (new director) | $350,000 grant date fair value; vests in equal annual installments over 3 years; full vest on change in control |
| Annual RSU award | $175,000 grant date fair value at each annual meeting; vests by next annual meeting; full vest on change in control |
| Holding periods | Pre‑May 24, 2023 director awards subject to post‑vesting holding periods; holding periods removed for awards granted on/after May 24, 2023 |
Adam D’Angelo – Outstanding director RSUs (as of Jan 31, 2025):
| RSU Status | Shares (#) | Notes |
|---|---|---|
| Vested RSUs subject to holding period | 9,684 | Shares not yet delivered due to Director Annual Grant Holding Period |
| Unvested RSUs | 14,583 | Vests on first anniversary of grant or upon change in control, subject to service |
Other Directorships & Interlocks
| Entity | Relationship to D’Angelo | Transaction Type | FY | Amount |
|---|---|---|---|---|
| Quora, Inc. | CEO; also overlap with Asana director Matthew Cohler on Quora board | Asana recognized revenue from subscriptions with Quora | 2025 | $0.1 million |
| Quora.com | Platform where Asana purchased ads (historic) | Asana marketing expenses on Quora ads | 2022 | $0.989 million |
- Related‑party transaction oversight is within Audit Committee remit; committee reviews related party transactions .
Expertise & Qualifications
- Company‑coded skills: Technology & Product; Business Strategy & Scaling; Enterprise experience; Risk Management .
- Career credentials: Quora founder/CEO; prior Facebook CTO; Caltech Computer Science degree .
Equity Ownership
Beneficial ownership (latest disclosed):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Class A shares owned (#) | 1,082,612 | 1,096,145 |
| Class B shares owned (#) | 48,410 | 48,410 |
| Ownership % of each class | <1% of each class (*) | <1% of each class (*) |
Breakdown (FY2025):
- 17,975 Class A held directly; 1,078,170 Class A and 48,410 Class B held by Adam D’Angelo Revocable Trust; excludes 9,684 vested RSUs pending holding period settlement .
Policy alignment:
- Prohibition on hedging/pledging and derivatives; insider policy filed with FY2025 10‑K .
- Director stock ownership guideline (≥5× annual retainer) adopted May 2023; individual compliance status not disclosed .
Governance Assessment
- Independence and potential conflicts: D’Angelo is classified as non‑independent and is CEO of Quora, which had minor transactions with Asana (subscriptions recognized revenue of ~$0.1m in FY2025; prior Quora ad spend ~$0.989m in FY2022); amounts are below customary materiality thresholds but represent an interlock that merits continued Audit Committee oversight .
- Board effectiveness: No current committee roles—limits direct involvement in audit/compensation/governance deliberations, though tenure since 2008 provides institutional context; attendance met ≥75% threshold in FY2025 .
- Alignment and incentives: Director pay mix is modest cash retainer plus time‑based RSUs, with anti‑hedging/pledging policy and ownership guidelines; no director performance‑linked equity metrics disclosed, which is standard for director compensation .
- Shareholder sentiment: Asana’s say‑on‑pay support was 99% in 2024, signaling broad investor support for compensation governance, though this pertains to executives rather than directors .
RED FLAGS: Non‑independent status with related‑party exposure via Quora (even if immaterial by amount); overlapping board ties (Cohler on Quora board) increase the importance of robust related‑party review and recusal protocols .
Mitigants: Audit Committee oversight of related‑party transactions; explicit anti‑hedging/pledging policy; lead independent director structure and executive sessions .