Marc Boroditsky
Director at ASAN
Board
About Marc Boroditsky
Marc Boroditsky, age 62, was appointed as an independent Class I director of Asana on April 16, 2025, with his current term expiring at the 2027 annual meeting. He brings senior go-to-market leadership from Cloudflare (President of Revenue) and Twilio (Chief Revenue Officer and prior roles), and studied management science at the University of California San Diego. He serves on Asana’s Compensation Committee and the board has determined him to be independent under NYSE and LTSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. | President of Revenue | Nov 2022 – Aug 2024 | Led GTM transformation and metrics-driven processes; delivered record enterprise sales productivity |
| Twilio Inc. | Chief Revenue Officer; Senior roles since Feb 2015 | CRO Jul 2020 – Aug 2022; Senior roles from Feb 2015 | Built hybrid PLG + enterprise sales model; scaled revenue and customers materially |
| Various technology startups | Co-founder | Prior to 2015 | Entrepreneurial leadership (companies not named in proxy) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OneSpan Inc. | Director | Since Jun 2019 | Identity verification and e-signature company; public-company board experience |
| Asana, Inc. | Director (Class I) | Since Apr 2025 | Appointed to Compensation Committee; term to 2027 meeting |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Krista Anderson-Copperman; other member: Sydney Carey). The committee met 4 times in FY2025 and oversees CEO and executive compensation, equity plans, severance/change-in-control protections, and employee compensation philosophy.
- Independence: The board determined Boroditsky is independent under NYSE and LTSE listing standards; audit, compensation, and nominating committees are fully independent.
- Attendance and engagement: In FY2025, the board held 10 meetings; all then-serving directors attended at least 75% of board and committee meetings. (Boroditsky joined after FY2025 year-end.)
- Lead Independent Director: Lorrie Norrington serves as Lead Independent Director, presiding over executive sessions and coordinating independent director activities.
- Interlocks: Compensation Committee interlocks—none; members are not current or former Asana officers, and no reciprocal board/committee service by Asana executives at other entities.
- Indemnification: Asana will enter into its standard indemnification agreement with Boroditsky.
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board retainer (cash) | $30,000 | Standard non-employee director cash retainer per policy |
| Compensation Committee non-chair retainer | $6,000 | Additional for committee membership; chair receives $12,000 (not applicable) |
| Audit Committee non-chair retainer | $10,000 | Not applicable unless appointed |
| Nominating & Corporate Governance Committee non-chair retainer | $3,750 | Not applicable unless appointed |
| Lead Independent Director add’l retainer | $15,000 | Not applicable to Boroditsky |
- Directors may elect fully vested Class A shares in lieu of cash retainers; shares issued quarterly based on closing price on quarter-end.
- Directors’ Deferred Compensation Plan permits deferral of cash and/or equity; payout on termination, death, change in control, or fixed date per election.
Performance Compensation
| Equity Award | Grant Value | Vesting | Change-in-Control Treatment |
|---|---|---|---|
| Initial RSU (new director) | $350,000 | Vests in equal annual installments over 3 years, subject to service | Vests in full upon change in control per 2020 Equity Plan |
| Annual RSU | $175,000 | Vests on first anniversary; fully vests by next annual meeting, subject to service | Vests in full upon change in control |
- Holding periods on director awards granted on/after May 24, 2023 were removed to support stock ownership policy; earlier grants remain subject to holding periods.
- Stock ownership policy: Non-employee directors must reach ownership of at least 5× the annual board retainer by the later of Feb 28, 2029 or the fiscal year of their fifth shareholder-elected anniversary.
Other Directorships & Interlocks
| Company | Relationship to Asana | Potential Interlock/Conflict |
|---|---|---|
| OneSpan Inc. | External public board where Boroditsky serves as director | No related-party transactions disclosed; board deemed Boroditsky independent after reviewing relationships and related transactions. |
| Twilio Inc.; Cloudflare, Inc. (prior employment) | Prior executive roles; no current Asana transactions disclosed | 8-K states no direct or indirect material interest in any transaction under Item 404(a) at appointment. |
The Compensation Committee interlocks section confirms no interlocks with Asana executives; Asana’s related-person transaction policies apply and no conflicts were identified in appointing Boroditsky.
Expertise & Qualifications
- Board skills matrix highlights Boroditsky’s enterprise experience, business strategy & scaling, and technology & product expertise; public-company background is reflected across the board’s composition.
- Press release and biography emphasize his proven record scaling hybrid PLG and enterprise sales models to multi-billion-dollar SaaS revenue, aligning with Asana’s AI-enabled platform ambitions.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power |
|---|---|---|---|
| Marc Boroditsky | — | — | — (less than 1%) |
- As of the April 21, 2025 record date for the 2025 meeting, no beneficial ownership was reported for Boroditsky; directors and officers as a group held 40.0% of Class A and 98.3% of Class B voting power.
- Insider trading policy prohibits hedging, derivative transactions, short selling, margin accounts, and pledging of Asana stock.
Governance Assessment
- Strengths: Independent director with deep GTM expertise; immediate appointment to Compensation Committee strengthens oversight of pay design and retention strategies as Asana advances AI-enabled growth.
- Alignment: Director equity grants (initial $350k; annual $175k), ownership guideline of 5× retainer, and anti-hedging/pledging policy support investor-aligned incentives; director awards accelerate on change in control, consistent with market practice.
- Controls/Policies: Robust related-party transaction policy and independence review found no material relationships; standard indemnification agreement in place.
- Board effectiveness: Independent committee structures; Compensation Committee met 4×, Audit 9×, Nominating & Governance 4× in FY2025; prior-year say‑on‑pay approval was 99%, signaling shareholder support for compensation governance.
RED FLAGS: None disclosed—no related-party transactions, no hedging/pledging permitted, and no compensation interlocks; individual attendance data for Boroditsky is not yet reported given timing of appointment.