Eleanor Lacey
General Counsel and Corporate Secretary at ASAN
Executive
About Eleanor Lacey
Eleanor Lacey (age 57) serves as General Counsel (since July 2019) and Corporate Secretary (since September 2019). She holds a B.A. from the University of Massachusetts, Amherst and a J.D. from Yale Law School . During FY2025, Asana delivered revenue of $723.9 million (+11% YoY) and 21% TSR; from the September 2020 direct listing through FY2025, cumulative TSR was -21% . Asana’s executive pay design (excluding CEO) is primarily base salary plus time‑based RSUs, with no annual cash bonus; equity value is thus the primary performance linkage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sophos, Inc. / Sophos Group plc | EVP & Chief Legal Officer; Group Company Secretary | Nov 2016 – Jul 2019 | Led global legal function and served as group company secretary |
| SurveyMonkey, Inc. | VP/GC/Corporate Secretary; later SVP/GC/Corporate Secretary | Jul 2012 – Nov 2016 | Led legal department for a SaaS business through growth phase |
External Roles
No current public-company directorships or external roles were disclosed for Ms. Lacey in the 2025 proxy .
Fixed Compensation
| Item | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base salary ($) | 525,000 | 660,000 (effective 1/1/2025) | Compensation Committee increased base salary in Dec 2024, effective Jan 1, 2025 |
| Salary actually paid in FY2025 ($) | — | 536,250 | Reflects timing within fiscal year |
| Target annual bonus % | N/A | N/A | Asana does not pay NEOs short‑term cash incentives; majority of comp is long‑term equity |
Performance Compensation
Annual incentive (cash)
| Metric | Weight | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Short‑term incentive plan | — | — | Not used | No annual bonus program for NEOs in FY2025; pay tied to long‑term equity |
Equity awards (time‑based RSUs)
| Grant date | Shares (#) | Grant date fair value ($) | Vesting | Notes |
|---|---|---|---|---|
| 5/23/2024 | 177,410 | 2,615,023 | 1/16 quarterly beginning 6/20/2024, subject to service | Annual refresh under 2020 EIP |
| 5/23/2023 | — | — | 1/16 quarterly beginning 6/20/2023 (active as of 1/31/2025) | Prior refresh award |
| 3/10/2022 | — | — | 1/16 quarterly beginning 6/20/2022; 2‑yr holding period post‑vest | Pre‑May 24, 2023 awards carry mandatory holding |
| 3/02/2021 | — | — | 1/16 quarterly beginning 6/20/2021; 2‑yr holding period post‑vest | Pre‑May 24, 2023 awards carry mandatory holding |
• Equity program design: Asana’s NEO equity is primarily RSUs (no PSUs for Lacey in FY2025); focus is retention and long‑term alignment with multi‑year vesting; no options granted in FY2025 .
Option awards
| Grant date | Options (exercisable/unexercisable) | Strike ($) | Expiration | Status |
|---|---|---|---|---|
| 7/30/2019 | 125,000 / — | 4.02 | 7/29/2029 | All vested and exercisable as of 1/31/2025 |
Pay‑for‑performance mechanics (FY2025)
- No formal annual cash bonus metrics; outcome sensitivity is primarily through stock price via RSUs; company disclosed it did not consider other financial or non‑financial measures in determining FY2025 comp actually paid to NEOs .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 225,738 Class A shares (100,738 direct; 125,000 issuable upon exercise of vested options) |
| Ownership as % | Less than 1% of Class A and total voting power (as of 3/31/2025) |
| Shares outstanding reference | 150,358,232 Class A and 85,411,680 Class B outstanding as of 3/31/2025 |
| Unvested RSUs (1/31/2025) | 203,752 RSUs unvested; market value $4,348,068 at $21.34/share |
| Vested RSUs subject to holding | 57,498 shares vested but deferred per holding policy; not included in beneficial ownership total |
| Options | 125,000 vested/exercisable @ $4.02 strike; expires 7/29/2029 |
| Hedging/pledging | Company policy prohibits hedging, short sales, holding in margin accounts, and pledging |
| Stock ownership guidelines | Executives (other than CEO): 3x base salary by the later of Feb 28, 2029 or five fiscal years after entering role |
| Clawback policy | Dodd‑Frank–compliant recoupment of erroneously awarded incentive‑based comp in event of accounting restatement (adopted May 2023) |
Vesting cadence and potential selling pressure: The 2024 award vests in equal quarterly installments beginning 6/20/2024, creating regular quarterly issuance; pre‑May 24, 2023 RSUs settle after one‑ or two‑year holding periods, which can defer supply to settlement dates .
Employment Terms
| Term | Summary |
|---|---|
| Employment | At‑will; confirmatory offer letter at listing; standard confidentiality and invention assignment agreements |
| Severance (outside CIC) | Lump sum equal to one‑third of (base salary + target annual bonus, if applicable) plus four months of company health premium contribution; limited pro‑rata acceleration of cliff‑vesting portions |
| Severance (within CIC) | Lump sum equal to 1x (base salary + target annual bonus, if applicable) + pro‑rata target bonus for year + 12 months health premium contribution; equity acceleration by tranche based on time until vest (100% if <4 years; 50% if 4–6 years; 25% if >6 years); performance awards deemed at target |
| Tax gross‑ups | None for CIC/severance benefits |
| Anti‑hedging/pledging | Prohibited (company‑wide policy) |
Potential payments (as of 1/31/2025, illustrative)
| Scenario | Accelerated equity ($) | Base + target bonus ($) | Health premiums ($) |
|---|---|---|---|
| Corporate transaction (awards not assumed) | 4,348,068 | — | — |
| Termination outside CIC period | — | 220,000 | 13,303 |
| Termination within CIC period | 4,348,068 | 660,000 | 39,910 |
Additional Program Governance
- Compensation committee and consultant: Compensation Committee (independent directors) engaged Compensia; peer group included 20 SaaS/software names (e.g., Smartsheet, Workiva, Five9, GitLab) for FY2025 decisions .
- Say‑on‑pay support: 99% of votes cast supported the FY2024 say‑on‑pay proposal .
Investment Implications
- Pay structure and alignment: For Lacey, compensation is heavily equity‑based with no annual cash bonus, making realized pay sensitive to stock performance but less directly tied to operational KPIs (no disclosed STI metrics); this aligns with long‑term TSR but may reduce near‑term operating leverage in incentives .
- Supply dynamics: Quarterly RSU vesting beginning June 2024 and settlement of pre‑May 2023 RSUs after one‑ or two‑year holding periods imply periodic share issuance/sell‑to‑cover cadence; however, strict anti‑hedging/pledging reduces overhang risk from collateralized positions .
- Ownership and retention: Beneficial ownership is <1% with meaningful unvested RSUs outstanding ($4.35M at FY2025 close), supporting retention but indicating relatively modest absolute “skin‑in‑the‑game” compared to founders; executive stock ownership guidelines (3x salary by 2029/five‑year rule) aim to increase alignment over time .
- Change‑in‑control economics: Double‑trigger framework with 1x salary+bonus cash and tiered equity acceleration is moderate by tech standards and lacks tax gross‑ups, limiting shareholder‑unfriendly optics while providing retention protection .
- Governance signals: Strong say‑on‑pay support (99%) and adoption of Dodd‑Frank clawback reinforce governance quality; no option repricing and use of independent consultant reduce red‑flag risk .