Andrew Lindsay

About Andrew Lindsay

Andrew Lindsay, 45, is an independent Class II director at Asana, Inc., serving since July 2021. He is Corporate Vice President, AI, Data, and Azure Business Development at Microsoft (since May 2022), with prior senior corporate development roles at HubSpot and Jawbone, and earlier experience at McKinsey and Merrill Lynch. He holds a B.S. in Biology from Howard University and both a J.D. and M.B.A. from Harvard Law School and Harvard Business School, respectively. Lindsay serves as Chair of Asana’s Nominating & Corporate Governance Committee and is a member of the Audit Committee.

Past Roles

Organization	Role	Tenure	Committees/Impact
HubSpot, Inc.	Senior VP, Corporate & Business Development; VP Corporate & Business Development	Jan 2018–Apr 2022; SVP Jul 2020–Apr 2022	Corporate development, M&A, partnerships
Jawbone	VP Corporate Development; other roles	Dec 2011–Dec 2017	Corporate development
McKinsey & Company	Consultant	Not disclosed	Strategy consulting
Merrill Lynch & Co.	M&A Investment Banker	Not disclosed	M&A execution

External Roles

Organization	Role	Tenure
Microsoft Corporation	Corporate Vice President, AI, Data, and Azure, Business Development	May 2022–present

Board Governance

Independence: The Board determined Lindsay is independent under NYSE and LTSE standards.
Committee assignments:
- Nominating & Corporate Governance Committee: Chair; members include Lindsay, Matthew Cohler, and Lorrie Norrington; 4 meetings in FY2025. Responsibilities include board composition, annual evaluations, and oversight of ESG matters.
- Audit Committee: Member; Chair is Sydney Carey; other members include Krista Anderson-Copperman and Lorrie Norrington; 9 meetings in FY2025. Responsibilities include oversight of financial reporting, internal controls, cybersecurity, and related party transactions.
Board activity and attendance: The Board held 10 meetings in FY2025; each incumbent director attended at least 75% of Board and applicable committee meetings. Directors are encouraged to attend the annual meeting; all then-serving directors attended last year.
2025 election results (Investor confidence signal): Andrew Lindsay received 846,213,433 votes FOR, 50,215,332 WITHHELD, and 34,083,296 broker non-votes.

Fixed Compensation

Component	Amount (USD)	Notes
Annual Board retainer (cash)	30,000	Non-Employee Director Compensation Policy (amended May 24, 2023)
Audit Committee member retainer	10,000	Non-chair member
Nominating & Corporate Governance Committee chair retainer	7,500	Chair role
Total cash fees earned (FY2025)	47,500	Director-specific FY2025 compensation

Equity-in-lieu election: Lindsay did not elect to receive equity in lieu of cash fees in FY2025.
Director stock ownership guideline: Minimum ownership of 5× annual Board retainer by the later of Feb 28, 2029 or the fifth anniversary of initial shareholder election.

Performance Compensation

Equity Element	FY2025 Grant Value (USD)	Shares/Units	Vesting/Terms
Annual RSU award (policy)	175,000	Determined by grant-date closing price; rounded to whole shares	Vests on first anniversary; fully vests by next AGM; full vest on change in control
Lindsay FY2025 RSU grant (reported)	174,996	Not disclosed in table by count	Aggregate grant-date fair value reported per ASC 718
Outstanding RSUs (vested, holding period)	—	1,757 (initial award); 9,684 (annual award)	Vested but subject to Director Initial/Annual Grant Holding Periods (pre-May 24, 2023 awards)
Outstanding RSUs (unvested)	—	14,583	Vests on first anniversary or upon change in control, subject to continuous service
Change-in-control (director awards)	—	—	Initial and annual director RSUs vest in full upon change in control (2020 EIP)

Holding period policy: For awards granted on or after May 24, 2023, holding periods were removed to support ownership guidelines; pre-2023 awards retain holding periods.
Clawback policy: Applies to executive officers for incentive-based compensation post-restatement; not specified for directors’ time-based RSUs.

Other Directorships & Interlocks

Entity	Relationship to Lindsay	Transaction Type	FY2025 Amount	Notes
Microsoft Corporation	Lindsay is Corporate VP, AI/Data/Azure BD	Search engine marketing & advertising; event sponsorship	$1.7 million (marketing), $0.2 million (event sponsorship); $0.09 million payable at FY-end	Transactions did not exceed the greater of $1 million or 2% of Microsoft’s annual revenues; related party transactions reviewed per policy/Audit Committee remit

No other public-company directorships for Lindsay disclosed.

Expertise & Qualifications

Technology and product, business strategy/scaling, enterprise experience; identified in Board skills matrix.
Education: Howard University (B.S. Biology; co-founder of Center for Digital Business), Harvard Law School (J.D.), Harvard Business School (M.B.A.).
Corporate/business development and M&A leadership across SaaS and consumer tech.

Equity Ownership

Metric	Amount	Notes
Class A shares beneficially owned	11,267	Direct ownership as of March 31, 2025
Vested RSUs awaiting settlement (holding period)	11,441	Not counted in beneficial ownership as they settle after 60 days; 1,757 initial + 9,684 annual
Unvested RSUs	14,583	Director RSUs subject to time-based vesting; change-in-control acceleration
Ownership % of Class A / total voting power	<1% / <1%	Marked as “*” less than 1% in beneficial ownership table
Hedging/pledging	Prohibited	Insider Trading Policy bans hedging, short sales, pledging, margin accounts
Stock ownership guideline	5× annual retainer	Compliance due by Feb 28, 2029 or fifth anniversary of initial shareholder election

Say-on-Pay & Shareholder Feedback (Context)

2024 say-on-pay approval: 99% FOR (excluding broker non-votes), supporting compensation approach and governance.
2025 say-on-pay vote results: FOR 873,296,875; AGAINST 8,224,624; ABSTAIN 14,907,266; BROKER NON-VOTES 34,083,296.

Governance Assessment

Strengths
- Independent director with deep AI and enterprise BD expertise; chairs Nominating & Corporate Governance, overseeing board composition, evaluations, and ESG matters—supports board effectiveness.
- Robust committee engagement: Audit member in a committee with nine meetings overseeing financial reporting, internal controls, cybersecurity, and related party transactions.
- High shareholder support: Strong 2025 election vote totals for Lindsay and sustained say-on-pay approvals (99% in 2024), indicating investor confidence.
- Alignment policies: 5× retainer stock ownership guideline and prohibition on hedging/pledging enhance long-term alignment.
Potential red flags / monitoring points
- Related-party exposure: Asana’s marketing and event spend with Microsoft (where Lindsay is a senior executive) could pose perceived conflicts; mitigating factors include low relative size versus Microsoft revenues and Audit Committee oversight of related party transactions. Continued monitoring recommended.
- Settlement holding periods on pre-2023 RSUs may delay share delivery but are consistent with prior policy; post-2023 policy removed holding periods to facilitate guideline compliance.
- No disclosed individual attendance ratios; aggregate disclosure indicates ≥75% attendance across incumbents—sufficient but less granular transparency.
Governance infrastructure
- Indemnification agreements in place for directors (including Lindsay), standard for public companies.
- Compensation Committee independence and absence of interlocks; use of independent consultant Compensia reduces pay-setting conflicts.
Conclusion
- Lindsay’s committee leadership and independent status, combined with strong shareholder support and alignment policies, support investor confidence. The Microsoft-related spend warrants ongoing oversight to prevent perceived conflicts, with Audit Committee review serving as the primary control.