Lorrie Norrington
Lead Independent Director at ASAN
Board
About Lorrie Norrington
Lorrie Norrington (age 65) has served on Asana’s board since 2019 and as Lead Independent Director since August 2021. She is an operating partner at Lead Edge Capital and previously held senior roles at eBay, including President of Global Marketplaces and COO, with international leadership experience. She holds a B.A. in business administration (University of Maryland) and an MBA (Harvard Business School). Asana’s board identifies her as bringing finance expertise, global experience, and public company governance credentials; she is also designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay Inc. | President, Global Marketplaces; COO, eBay Marketplaces; President, eBay International | 2005–2010 | Led scaled marketplace operations and international expansion |
| Lead Edge Capital LLC | Operating Partner | Since 2012 | Growth equity investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Autodesk, Inc. | Director | Current | Asana recognized revenue of $0.6M from Autodesk-related subscriptions in FY25 (see related-party exposure) |
| HubSpot, Inc. | Director | Current | Asana noted $1.7M lease payments to HubSpot and $0.05M Clearbit (HubSpot subs.) software expense in FY25 (see related-party exposure) |
| Colgate-Palmolive Co. | Director | Current | Public company board role |
| Eventbrite, Inc. | Director | 2015–2020 | Prior board service |
| DIRECTV | Director | 2011–2015 | Prior board service |
Board Governance
- Role: Lead Independent Director; presides over executive sessions and coordinates independent director activities .
- Independence: Board determined Ms. Norrington is independent under NYSE and LTSE standards .
- Committees: Audit (member; audit committee financial expert), Nominating & Corporate Governance (member) .
- Committee activity: Audit met 9x; Nominating & Corporate Governance met 4x in FY25 .
- Attendance: Each incumbent director attended ≥75% of board/committee meetings; all directors attended last annual meeting .
Fixed Compensation
| Component (FY25) | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | $15,000 | Additional retainer for lead independent role |
| Audit Committee member retainer | $10,000 | Non-chair member |
| Nominating & Corporate Governance member retainer | $3,750 | Non-chair member |
| Total cash fees earned | $58,750 | Matches FY25 director compensation table |
| Equity in lieu of cash (election) | 3,915 shares | $58,750 of cash fees taken in Class A shares; quarterly issuance basis |
| Deferral election | Deferred all fees since 1/1/2021 | Deferred all director fees and equity under Directors’ Deferred Compensation Plan |
Performance Compensation
- Annual equity grant: $175,000 grant-date fair value RSUs to each continuing non-employee director; vest on first anniversary or at next annual meeting, subject to service; change-in-control accelerates .
- Holding periods: RSUs granted on/after May 24, 2023 are no longer subject to the prior mandatory holding periods; earlier grants retain a holding requirement until specified dates or change-in-control .
- Stock ownership policy: Non-employee directors must achieve ownership of ≥5x the annual board retainer by the later of Feb 28, 2029 or the fifth fiscal year from initial election .
| Metric | FY25 Detail |
|---|---|
| FY25 RSU grant value | $174,996 |
| Vested RSUs held (subject to holding/deferral) | 9,684 shares vested but subject to holding; also subject to deferral elections |
| Unvested RSUs outstanding | 14,583 shares with standard annual vesting |
No performance metrics are tied to director compensation (RSUs are time-based); meeting fees/retainers are fixed per policy .
Other Directorships & Interlocks
| Counterparty | Relationship | FY25 Amount/Type | Governance Note |
|---|---|---|---|
| HubSpot, Inc. | Ms. Norrington is a director | $1.7M lease payments; $0.09M event sponsorship (HubSpot); $0.05M Clearbit software (HubSpot subsidiary) | Related-party exposure; amounts below materiality thresholds disclosed |
| Autodesk, Inc. | Ms. Norrington is a director | $0.6M revenue recognized from Autodesk subscriptions | Related-party exposure; below thresholds disclosed |
Expertise & Qualifications
- Audit committee financial expert designation; can read and understand fundamental financial statements .
- Extensive executive experience in global marketplaces and scaling operations; public company governance experience .
Equity Ownership
| Ownership Detail (as of 3/31/2025) | Shares | Notes |
|---|---|---|
| Class A common stock (direct) | 88,944 | Footnote (13) |
| Class A common stock (indirect via Norrington Advisory Services, LLC) | 2,295 | Footnote (13) |
| Total Class A beneficial ownership | 91,239 | <1% of Class A; <1% total voting power |
| Vested RSUs pending holding period/deferral | 9,684 | Not counted in beneficial ownership; subject to holding/deferral |
Policy coverage:
- Asana prohibits hedging, short sales, derivative transactions, margin accounts, and pledging of company stock for all directors .
- Director stock ownership guideline: ≥5x annual board retainer by 2029/fifth-year benchmark; compliance status for individual directors not disclosed .
Insider Trades (Form 4)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Feb 5, 2025 | Stock Award (Grant) | Not stated (routine quarterly equity/cash-in-lieu reporting) | $0.00 | Statement of changes in beneficial ownership filed; director relationship noted |
| Jun 18, 2025 | Filing (routine) | — | — | Statement of changes in beneficial ownership filed (director) |
| Aug 1, 2025 | Stock Award (Grant, in lieu of cash fees) | 1,001 | $0.00 | Quarterly board compensation taken in stock; deferral under Directors’ Deferred Compensation Plan |
| Nov 3, 2025 | Stock Award (Grant) | Not stated | $0.00 | Routine director stock award filing |
Governance Assessment
- Strengths
- Lead Independent Director role with executive session leadership, reinforcing independent oversight while CEO is chair .
- Audit Committee membership and “financial expert” designation improve financial reporting and risk oversight .
- Documented independence, strong attendance, and active committee participation (Audit 9x; Nominating 4x) support board effectiveness .
- Anti-hedging/pledging policy reduces alignment risk; director ownership guideline targets increase long-term alignment .
- Potential conflicts/related-party exposure (monitor)
- HubSpot: $1.7M rent; $0.05M Clearbit software; $0.09M sponsorship—transactions tied to a company where she serves as director; reviewed under related-party policy and below materiality thresholds disclosed .
- Autodesk: $0.6M revenue from subscriptions involving a company where she serves as director; below materiality thresholds disclosed .
- Compensation alignment
- Director pay mix is standard: fixed retainers plus time-based RSUs ($175k) with optional equity in lieu of cash and deferral—no performance-linked pay for directors, consistent with governance norms .
- Shareholder signals
- Asana’s 2024 Say-on-Pay received 99% support, indicating broad investor approval of compensation governance (company-wide context) .
RED FLAGS: None disclosed specific to Ms. Norrington (no attendance issues; no hedging/pledging; no loans; transactions with organizations tied to her board roles are disclosed, appear immaterial and subject to related-party review) .