Dustin Moskovitz
Chair of the Board at ASAN
Board
About Dustin Moskovitz
Dustin Moskovitz (age 40) is Asana’s Co‑Founder, President, Chief Executive Officer (CEO), and Chair of the Board. He has served as a director since December 2008, became CEO in October 2010, President in February 2019, and Chair in December 2019. Prior roles included CFO (Feb 2009–Jan 2017) and Secretary (Feb 2009–Oct 2017). He studied economics at Harvard and previously co‑founded Facebook, serving as CTO and VP of Engineering from 2004 to 2008 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asana, Inc. | Director | Dec 2008–present | Board leadership as Chair since Dec 2019 |
| Asana, Inc. | Chief Executive Officer | Oct 2010–present | Strategic leadership; combined CEO/Chair structure |
| Asana, Inc. | President | Feb 2019–present | Executive management |
| Asana, Inc. | Chief Financial Officer | Feb 2009–Jan 2017 | Finance leadership |
| Asana, Inc. | Secretary | Feb 2009–Oct 2017 | Governance administration |
| Facebook (Meta Platforms) | CTO; VP Engineering | 2004–2008 | Technology leadership |
External Roles
| Organization | Role/Interest | Dates | Notes |
|---|---|---|---|
| Good Ventures Foundation | Director (with spouse) | Not dated | Holds 1,720,916 Class A shares; shared voting/dispositive power with spouse |
| Anthropic | Minority ownership interest | Ongoing | Asana incurred $0.3M AI services expense and recognized $0.2M revenue from subscriptions in FY25 |
Board Governance
- Independence: Not independent; independent directors are Anderson‑Copperman, Carey, Norrington, Boroditsky, Cohler, Lindsay .
- Board leadership: Combined CEO/Chair; Lead Independent Director is Lorrie Norrington, who presides over executive sessions and coordinates independent director activities .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees .
- Attendance: Board held 10 meetings in FY25; each incumbent director attended at least 75% of Board and relevant committee meetings; all then‑serving directors attended last annual meeting .
- Committee structures and meetings: Audit (9 meetings; chair Sydney Carey; financial experts Carey and Norrington) ; Compensation (4 meetings; chair Anderson‑Copperman) ; Nominating & Governance (4 meetings; chair Andrew Lindsay) .
Fixed Compensation
| Component | FY2023 ($) | FY2024 ($) | FY2025 ($) |
|---|---|---|---|
| Base Salary (CEO) | 1 | 1 | 1 |
| Director Cash Retainer | — (employee; not eligible under non‑employee policy) | — | — |
| Committee/Chair Fees | — (not a committee member; employee) | — | — |
Notes:
- Non‑Employee Director Compensation Policy excludes employees; Moskovitz receives no director compensation .
- Company policy prohibits hedging and pledging of company stock; applies to directors and officers .
Performance Compensation
| Program Element | Structure | FY2025 Status | Metrics/Terms |
|---|---|---|---|
| Short‑term bonus | Not used for NEOs; Asana emphasizes long‑term equity over cash incentives | N/A for CEO | No annual bonus metrics disclosed |
| Long‑term equity (RSUs/options) | RSUs vest over time; majority of NEO comp via RSUs | CEO requested no equity; none granted | No CEO performance metrics; pay versus performance for CEO not variable |
| Clawback | Dodd‑Frank compliant clawback policy adopted May 2023 | In effect | Recover erroneously awarded incentive‑based comp upon restatement |
| Anti‑hedging/pledging | Insider trading policy prohibits hedging, pledging, derivatives, short sales, margin accounts | In effect | Governance alignment |
Other Directorships & Interlocks
| Entity | Overlap | Potential Conflict Angle | FY25 Amounts |
|---|---|---|---|
| Anthropic | Moskovitz minority owner | Related‑party services and subscriptions | $0.3M AI services expense; $0.2M subscription revenue |
| Justin Rosenstein Trusts | Moskovitz is trustee of Rosenstein trusts | Voting/dispositive power over another director’s shareholdings | Trustee over Rosenstein trusts holding Class B shares |
Additional board interlocks (not Moskovitz‑specific) include Microsoft (Andrew Lindsay), Quora (Adam D’Angelo, Matthew Cohler), HubSpot/Clearbit (Lorrie Norrington), Autodesk (Norrington), OpenAI (D’Angelo), EDF (Cohler), Gusto (Raimondi) with various FY25 transactions; all reviewed under related‑party policy and below materiality thresholds disclosed .
Expertise & Qualifications
- Technology and product leadership (Facebook CTO/VP Engineering) .
- Company‑building and scaling as Asana Co‑Founder, long‑tenured CEO/Chair .
- Finance/operations exposure from prior CFO and Secretary roles .
- Education: Studied economics at Harvard .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | % Total Voting Power |
|---|---|---|---|---|---|
| Dustin Moskovitz | 56,015,905 | 37.3% | 67,030,474 | 78.5% | 69.3% |
Ownership details and structures:
- Direct and indirect holdings include personal accounts, the Dustin Moskovitz Trust, Roth IRA, and trustee roles for Justin Rosenstein trusts; shared voting/dispositive power over Good Ventures Foundation holdings .
- Voting neutralization: 30,308,267 Class A shares (including Private Placement shares) subject to irrevocable proxy to neutralize voting influence on those shares (voted proportionally to unaffiliated holders) .
- No outstanding unvested RSUs or options for Moskovitz as of FY25 year‑end; none listed in outstanding equity awards table .
- Policy prohibits pledging; no pledging disclosed .
Related‑Party Transactions (FY25)
| Counterparty | Relationship | Nature | Amounts |
|---|---|---|---|
| Anthropic | Moskovitz minority owner | AI services expense | $0.3M |
| Anthropic | Moskovitz minority owner | Subscription revenue | $0.2M |
Process: Related‑party transactions are reviewed under a written policy; Audit Committee oversight; transactions below materiality thresholds stated (greater of $1M or 2% of counterparty revenue where noted) .
Employment & Contracts (CEO)
| Item | Terms |
|---|---|
| Role transition | Announced March 2025: planned transition from CEO once successor appointed; will continue as Chair |
| Severance (outside CIC) | Lump sum equal to one‑third of base+target bonus; 4 months health premium contribution; prorated acceleration of certain cliff RSUs (not applicable to CEO without RSUs) |
| Severance (within CIC) | Lump sum base+target bonus; prorated target bonus; 12 months health premium contribution; accelerated vesting per schedule; performance awards deemed at target (not applicable to CEO without equity) |
| CEO illustrative amounts (as of 1/31/25) | Termination outside CIC: health premium $13,303; base+bonus $0; within CIC: base+bonus $1; health premium $39,910; accelerated equity $— |
Director Compensation (Moskovitz)
- As an employee, Moskovitz does not receive non‑employee director compensation (cash retainers or director RSU grants) .
Executive Compensation (CEO Snapshot)
| Year | Salary ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| FY2023 | 1 | — | 1 |
| FY2024 | 1 | — | 1 |
| FY2025 | 1 | — | 1 |
Say‑on‑pay reference: 99% approval in 2024, indicating strong shareholder support for compensation approach .
Governance Assessment
-
Strengths:
- Strong alignment via de minimis CEO pay ($1) and substantial beneficial ownership; no CEO equity grants—reduces pay‑for‑performance controversy and dilution .
- Robust governance policies: clawback, anti‑hedging/pledging, stock ownership guidelines (CEO 5× salary, though nominal for $1 salary), independent compensation consultant (Compensia), annual Board/committee oversight .
- Lead Independent Director with executive sessions; majority independent Board; independent key committees .
-
Risks/RED FLAGS:
- Combined CEO/Chair with concentrated voting control (69.3% of total voting power), limiting minority shareholder influence despite voting neutralization on certain Class A shares .
- Related‑party exposure to Anthropic (expenses and revenue) due to Moskovitz’s minority ownership; while modest in size, warrants continued monitoring as AI spend scales .
- Trustee authority over another director’s trusts (Justin Rosenstein), potentially creating inter‑director voting influence; transparency is disclosed but governance complexity remains .
-
Signals for investors:
- Planned CEO transition while retaining Chair role suggests continuity with potential for governance re‑balancing depending on future Board leadership configuration .
- Strong say‑on‑pay support and conservative CEO pay profile support investor confidence in compensation governance .
- Ongoing enforcement of anti‑pledging/hedging and clawback reduces alignment risks .
Independence clarification: Contrary to the prompt, Moskovitz is not an independent director; he is CEO and Chair and is classified as non‑independent under NYSE/LTSE standards .