Justin Rosenstein
Director at ASAN
Board
About Justin Rosenstein
Justin Rosenstein is Asana’s co-founder and a Class II director nominee with 17 years of board tenure (director since 2008). He is 41 years old (as of April 30, 2025), holds a B.S. in mathematics from Stanford University, and previously served as Asana’s CEO (Feb 2009–Oct 2010) and President (Oct 2010–Feb 2019). He is not considered independent under NYSE/LTSE listing standards given his co-founder/former executive status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asana, Inc. | Co-founder; CEO; President | CEO: Feb 2009–Oct 2010; President: Oct 2010–Feb 2019 | Founding leadership; product and operating oversight |
| Meta Platforms, Inc. (Facebook) | Engineer and Engineering Manager | May 2007–Nov 2008 | Product/engineering management experience |
| Google Inc. | Product Manager | Mar 2004–Apr 2007 | Product development expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. (Facebook) | Engineer/Engineering Manager | 2007–2008 | Operating role (no board committee) |
| Google Inc. | Product Manager | 2004–2007 | Operating role (no board committee) |
Board Governance
- Classification and tenure: Class II director; nominated for re-election to a term expiring at the 2028 annual meeting; director since 2008 .
- Independence: Not independent; independent directors are Anderson-Copperman, Carey, Norrington, Boroditsky, Cohler, Lindsay .
- Committee memberships: No committee assignments listed for Rosenstein in current board/committee roster; committee chairs are Carey (Audit), Anderson-Copperman (Compensation), Lindsay (Nominating & Corporate Governance) .
- Lead Independent Director: Lorrie Norrington .
- Attendance: Board held 10 meetings in FY2025; each incumbent director attended at least 75% of Board and applicable committee meetings; all then-serving directors attended last annual meeting .
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Policy retainer for non-employee directors |
| Committee/Chair fees | $0 | No committee roles for Rosenstein in FY2025 |
| Equity (RSU) grant (fair value) | $174,996 | Annual director RSU; value determined at grant date |
| Total | $204,996 | Sum of fees + stock awards |
Non-Employee Director Compensation Policy (for reference):
- Annual Board retainer $30,000; Lead Independent Director additional $15,000; Audit Chair $20,000 (members $10,000); Compensation Chair $12,000 (members $6,000); Nominating Chair $7,500 (members $3,750) .
- Annual director RSU grant $175,000 vest on first anniversary (or fully vest by next annual meeting); initial RSU $350,000 for new directors; change-in-control full vesting; stock ownership guideline: ≥5x annual board retainer by the later of Feb 28, 2029 or five years from election .
Performance Compensation (Director)
| Instrument | Grant cadence | Vesting | Performance metrics | Change-in-control treatment |
|---|---|---|---|---|
| RSUs (non-employee director) | At each annual meeting | Time-based; annual awards vest on first anniversary or fully vest by next annual meeting | None disclosed for directors | Board policy provides full vesting under change in control as defined in the 2020 Equity Incentive Plan . |
Rosenstein did not elect to receive cash fees in equity in FY2025 (no shares in lieu of cash) .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| None disclosed | Public company board | N/A | No current public company directorships disclosed for Rosenstein . |
Committee interlocks: Company discloses no compensation committee interlocks; none of the compensation committee members are or have been Asana officers or employees; no executive reciprocals on other boards .
Expertise & Qualifications
- Education: B.S. in mathematics, Stanford University .
- Technical/product expertise: Prior product and engineering roles at Google and Meta; co-founder perspective .
- Public company background: Long-tenured Asana director since 2008 .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Class A common shares beneficially owned | 1,399,026 | Mar 31, 2025 | Direct holdings |
| Class B common shares beneficially owned | 16,913,990 | Mar 31, 2025 | High-vote shares; includes trust holdings |
| % of total voting power | 17.0% | Mar 31, 2025 | Based on combined Class A/B voting |
| Options exercisable within 60 days | 575,984 | Mar 31, 2025 | 449,984 vested as of Mar 31, 2025 |
| Options vested | 435,584 | Jan 31, 2025 | Early exercisable options; vesting status |
| Vested RSUs (subject to holding) | 9,684 | Jan 31, 2025 | Director annual grant holding period applies to older awards |
| Unvested RSUs outstanding | 14,583 | Jan 31, 2025 | Annual RSU vesting in time-based installments |
| Shares pledged as collateral | None disclosed | — | Insider policy prohibits pledging; no pledges disclosed . |
Ownership footnote detail: Rosenstein’s holdings include direct Class A and Class B shares, a 2024 Grantor Retained Annuity Trust, and stock options; certain RSUs remain under holding periods per legacy plan rules .
Related-Party and Conflict Considerations
- Voting concentration and dual-class control: Rosenstein’s 17.0% voting power alongside CEO/Chair Dustin Moskovitz’s 69.3% creates substantial insider voting influence, a potential governance risk for minority shareholders .
- Trust oversight linkage: Moskovitz is trustee of the Justin Rosenstein Trust and Justin Rosenstein Non-Exempt Trust, implying Moskovitz may have voting/dispositive power over a portion of Rosenstein’s Class B shares—an unusual governance linkage that can concentrate influence further (RED FLAG for independence of vote) .
- Company policy prohibits hedging/short sales/pledging; no disclosures of Rosenstein hedging/pledging .
- Board-level related party transactions exist with entities linked to other directors (Microsoft, Quora, HubSpot, OpenAI, Anthropic, Autodesk, etc.), but none specifically tie to Rosenstein’s current external affiliations; transactions did not exceed materiality thresholds noted (≥$1M or 2% of counterparty revenues) .
Say-on-Pay & Shareholder Feedback (Broader Governance Signal)
- 2024 Say-on-Pay approval: 99% “FOR” (excluding broker non-votes), indicating strong support for executive compensation framework .
Governance Assessment
- Board effectiveness: Rosenstein brings deep product/engineering and founding experience; however, he holds no committee roles, limiting direct involvement in audit/compensation/nominating oversight .
- Independence: Not independent; coupled with significant insider voting power, this raises classic dual-class governance concerns for outside investors .
- Engagement: Attendance thresholds met (>75% of meetings); annual meeting attendance participation disclosed (positive signal) .
- Compensation alignment: Modest cash retainer and time-based RSUs consistent with peer norms; no meeting fees; opportunity to elect equity in lieu of cash not utilized in FY2025; director stock ownership guideline in place (≥5x retainer by 2029/5-year mark) .
- RED FLAGS:
- Insider voting control: Combined voting power concentration with CEO/Chair; Moskovitz trustee control over Rosenstein trusts (potential alignment with management over minority holders) .
- Dual-class structure: Sustains entrenched control and may dampen Say-on-Pay/other advisory influence despite high approval rates .
Overall, Rosenstein’s governance profile reflects strong product/founder credentials and high ownership alignment, tempered by non-independence and elevated insider voting concentration that investors should incorporate into governance risk assessments .