Dan Rogers
About Dan Rogers
Dan Rogers, age 48, becomes Asana’s Chief Executive Officer and a Class III director effective July 21, 2025. He previously served as CEO of LaunchDarkly (Catamorphic Co.) since February 2023; President at Rubrik from March 2020 to February 2023; and CMO at ServiceNow from July 2016 to March 2020, with earlier leadership roles at AWS, Microsoft, Salesforce, and Symantec. He holds an MBA from Harvard Business School (Baker Scholar) and a BSc in Economics from the University of Birmingham . As context at appointment, Asana reported FY25 revenue of $723.9M (+11% YoY) and FY25 TSR of 21% (TSR since direct listing to FY25: -21%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| LaunchDarkly (Catamorphic Co.) | Chief Executive Officer | Feb 2023–present | Scaled the business and drove innovation and operational excellence . |
| Rubrik | President | Mar 2020–Feb 2023 | Led Products, GTM strategy, product line sales, marketing, alliances and corp dev . |
| ServiceNow | Chief Marketing Officer | Jul 2016–Mar 2020 | Part of leadership team that grew revenue to >$4.5B . |
| Amazon Web Services; Microsoft; Salesforce; Symantec | Senior roles | Not disclosed | Enterprise software/cloud operating experience across multiple blue-chip platforms . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Asana, Inc. | Board of Directors (Class III) | Jul 2025–present | Employee-director; no committee service; no additional director pay while CEO . |
| Other public company boards | — | — | None disclosed; no Item 404 related-party transactions . |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $650,000 | Annual base salary per offer letter . |
| Target Bonus | 100% of salary ($650,000) | Actual payout range 0%–150% of target . |
| FY26 Bonus Guarantee | $650,000 (prorated for days employed in FY26) | Guaranteed for FY26 only; paid within 2.5 months post fiscal year-end subject to service through payment date (with severance exceptions) . |
Performance Compensation
New-Hire Equity Awards
| Award | Grant Date Value | Target/Max | Vesting | Performance metrics |
|---|---|---|---|---|
| RSUs | $18,200,000 | N/A | 40% vests on first anniversary of vesting commencement date (VCD); remaining 60% vests in eight equal quarterly installments (7.5% each) over next two years, subject to continuous service . | Time-based only. |
| PSUs | $16,800,000 (target) | Max = 200% of target | Three performance tranches over 12 quarters post-grant: Tranche 1 (first 4 quarters) = 20% of max; Tranche 2 (next 4 quarters) = 40%; Tranche 3 (next 4 quarters) = 40%; subject to continuous service . | Weighted 80% relative TSR and 20% revenue growth. Payout curve per tranche: <25th percentile rTSR = 0%; 25th = 50%; 50th = 100%; ≥75th = 200% (linear interpolation) . |
Incentive Plan Structure (detail)
- PSU performance periods run in quarters and need not align to fiscal years .
- If a Change in Control (CIC) occurs and PSUs are assumed, incomplete performance tranches convert to time-based RSUs at the higher of target or actual performance, continuing on original vesting dates (subject to service) .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must meet a multiple of base salary within five years, per Corporate Governance Guidelines (multiple not disclosed in offer; timeline specified) .
- Hedging/pledging prohibited: Insider trading policy bans hedging, short sales, derivative trading, margin accounts, and pledging of shares—reducing misalignment and forced-selling risk .
- Director ownership policy (non-employee directors): 5x annual Board retainer by the later of Feb. 28, 2029 or fifth anniversary of initial election; not applicable while Rogers serves as an employee .
- Current beneficial ownership: Not disclosed in the 8-K; no Item 404 related-party transactions and no special arrangements or family relationships disclosed .
Employment Terms
| Topic | Terms |
|---|---|
| Employment status | At-will; standard Confidential Information and Invention Assignment Agreement . |
| Severance (non-CIC) | Lump sum cash equal to 12 months base salary; pro rata annual bonus based on actual performance; cash equal to 12 months COBRA premiums; pro rata vesting of initial RSU award based on completed months/36; unvested PSUs forfeited . |
| Severance (CIC double-trigger) | If terminated without cause or for good reason within CIC period (3 months pre- through 18 months post-CIC): 1.5x base salary + 1.5x target bonus; cash equal to 18 months COBRA premiums; full vesting of unvested time-based RSUs; if termination occurs on or prior to the CIC, PSUs vest at higher of target or actual . |
| Death/Disability | 100% vesting of unvested RSUs; 12 months continued health coverage for executive and/or dependents . |
| 280G/4999 treatment | Company’s Executive Severance Plan includes an excise tax “best-net” cutback: payments reduced if it maximizes after-tax benefit (applies to executive officers) . |
| Clawback | Dodd-Frank compliant clawback adopted in May 2023; applies to current/former executive officers . |
| Arbitration | Mandatory JAMS arbitration; class/representative claims carved out as required by law . |
| Indemnification | Standard form indemnification agreement and D&O coverage . |
| Legal fee reimbursement | Up to $40,000 for review/negotiation of offer and related documents . |
| Tax gross-ups | No agreements providing tax gross-ups on severance/CIC payments . |
Board Service & Governance
- Board seat: Appointed as Class III director effective July 21, 2025; board size increased to 10 .
- Committee roles: None while an employee-director; no additional director compensation while serving as CEO .
- Chair/CEO structure: Dustin Moskovitz transitions to non-employee director and remains Chair, preserving separation of Chair and CEO roles; Lorrie Norrington serves as Lead Independent Director (as referenced in press release) .
- Non-employee director comp framework (context): Initial RSU $350,000 vesting over 3 years; annual RSU $175,000 vesting in one year; full vest on change in control; annual cash retainers by role; equity/cash cap $750,000 per year ($1,000,000 for first-year appointees) .
Compensation Committee, Peer Group, and Say‑on‑Pay (Context)
- Compensation Committee: Independent members (e.g., 2024 committee: Krista Anderson‑Copperman, Chair; Sydney Carey) with a written charter; four meetings in FY24 .
- Peer group: 20 SaaS peers (e.g., Braze, Confluent, GitLab, Qualys, Smartsheet, Workiva) used to inform FY25 decisions; selection considered TTM revenue of $579M and ~$4.9B 30‑day average market cap at the time .
- Advisors and philosophy: Committee uses Compensia and Radford survey data; emphasizes retention, long-term equity, and broader factors rather than a strict formula .
- Say‑on‑Pay: 99% support in 2024; committee made no policy changes in response .
Performance Compensation – Design Detail Table
| Metric | Weighting | Target definition | Payout curve | Vesting measurement windows |
|---|---|---|---|---|
| Relative TSR | 80% | Relative TSR vs defined comparator (percentile ranks) | <25th=0%; 25th=50%; 50th=100%; ≥75th=200% (linear interpolation) | Three tranches over 12 quarters post-grant: 20%/40%/40% of max PSUs eligible per tranche . |
| Revenue Growth | 20% | Company revenue growth goals (specific targets not disclosed) | Paid via the same PSU payout curve as rTSR per tranche | Aligned to the same three PSU tranches (quarterly measurement; may not align with fiscal calendar) . |
Vesting Schedules – Time‑Based RSUs
| Award | Vesting cadence | First vest | Remainder |
|---|---|---|---|
| RSUs ($18.2M grant date value) | 40% cliff at first anniversary of VCD | On the first anniversary of VCD (date set by Board) | Eight quarterly installments of 7.5% each over the following two years, subject to service . |
Risk Indicators & Red Flags Checklist
- Hedging/pledging prohibited (reduces downside-hedge misalignment and pledge-triggered forced selling risk) .
- Clawback policy in place since May 2023 .
- No tax gross‑ups for severance/CIC payments .
- Options not currently granted (limits repricing risk); executive equity in recent programs primarily RSUs/PSUs .
- Related‑party transactions: none for Rogers at appointment; no arrangements/understandings or family relationships disclosed .
Investment Implications
- Alignment and performance drive: A large initial equity package with heavy PSU mix and an 80% weighting to rTSR, plus 20% to revenue growth, ties upside to shareholder returns and topline execution over a multi‑year horizon . This is supportive of pay-for-performance but introduces market-relative risk to outcomes.
- Supply/overhang timing: The RSU structure creates a meaningful vesting event (~40% at the one‑year VCD anniversary) followed by steady quarterly vesting thereafter, which can concentrate potential insider selling windows around the first anniversary, subject to blackout policies and individual liquidity needs .
- Retention and CIC protection: Outside CIC, severance is 1x salary with pro‑rata bonus and partial RSU vest; within CIC double‑trigger, 1.5x salary+target bonus, full RSU vest, and PSU vesting (for pre‑CIC terminations) at higher of target/actual—competitive yet balanced; a 280G “best-net” cutback limits excessive parachutes .
- Governance quality: Separation of Chair and CEO roles (Moskovitz as Chair) and a Lead Independent Director mitigate typical dual‑role concerns; CEO will not sit on board committees while an employee .
- Execution risk vs track record: CEO transition introduces execution risk, but Rogers brings scaled enterprise SaaS experience (ServiceNow growth era; Rubrik; LaunchDarkly). Incentive design (rTSR + revenue growth) directly focuses on shareholder return and growth milestones .
- Shareholder support backdrop: Strong 2024 Say‑on‑Pay (99% approval) and established committee processes/peer frameworks suggest investor tolerance for sizable, performance‑weighted new‑hire packages for top talent in SaaS .