Matthew Cohler
Director at ASAN
Board
About Matthew Cohler
Independent director of Asana since 2009; age 48. Partner at Benchmark Capital since 2008; previously VP of Product Management at Facebook (2005–2008) and VP at LinkedIn (2003–2005). Current public company directorships include KKR & Co. Inc. (since Dec 2021) and 1stDibs, Inc. (since Sep 2011). Education: B.A. in Music, Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Benchmark Capital | Partner | Jun 2008–present | Venture investor; board experience across tech and consumer companies |
| Facebook (Meta Platforms) | VP, Product Management | 2005–Jun 2008 | Product leadership at scale |
| Vice President | 2003–2005 | Early leadership role at high-growth internet company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KKR & Co. Inc. | Director | Dec 2021–present | Public company directorship |
| 1stDibs, Inc. | Director | Sep 2011–present | Public company directorship |
| Domo, Inc. | Director | Jul 2011–Mar 2019 | Prior public board |
| Uber Technologies, Inc. | Director | Jun 2017–Jul 2019 | Prior public board |
Board Governance
- Independence and tenure: Board has determined Cohler is independent under NYSE and LTSE standards; he has served on Asana’s board since 2009 .
- Committee assignments: Member, Nominating & Corporate Governance Committee (NCGC); NCGC met 4 times in FY2025 (Chair: Andrew Lindsay) .
- Attendance: Board held 10 meetings in FY2025; each incumbent director attended at least 75% of aggregate board and applicable committee meetings; all then-serving directors attended the last annual meeting .
- Lead independent director and executive sessions: Lorrie Norrington serves as Lead Independent Director and presides over regularly scheduled executive sessions of independent directors .
- Committee interlocks: None noted for Asana’s Compensation Committee .
Fixed Compensation
| Component | Policy/Amount | FY2025 Cohler Actual | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $30,000 per non-employee director | $30,000 (elected in stock) | Paid in shares under “equity in lieu of cash” election |
| NCGC Member Retainer (cash) | $3,750 per non-chair member | $3,750 (elected in stock) | Matches assignment to NCGC |
| Committee Chair Fees | Audit $20,000; Comp $12,000; NCGC $7,500 | — | Not a chair |
| Equity – Annual Director RSU | $175,000 grant date fair value; vests at next annual meeting/1-year anniversary | $174,996 | Annual RSU value per director comp table |
- FY2025 director total: Fees (earned) $33,750 and Stock Awards $174,996; total $208,746. Cohler elected to take the $33,750 in Class A shares (2,247 shares) under the “equity in lieu of cash” feature .
- Holding/ownership policies: Non-employee directors must hold stock equal to 5x the annual board retainer by the later of Feb 28, 2029 or 5th fiscal year after initial election; director awards on/after May 24, 2023 are no longer subject to the prior post-vest holding periods .
Performance Compensation
- No performance-based elements are disclosed for non-employee directors. Annual director equity is time-based RSUs with standard vesting; there are no director bonuses, options, or performance-conditioned awards in the policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Quora, Inc. | Director | Asana incurred ~$0.6 million in marketing expenses with Quora in FY2025 (self-serve ad platform); disclosed in “Certain Related Person Transactions” . |
| KKR & Co. Inc. | Director | Global investment firm board seat |
| 1stDibs, Inc. | Director | E-commerce company board seat |
| Domo, Inc. (prior) | Director | Prior public board |
| Uber Technologies, Inc. (prior) | Director | Prior public board |
Note: Asana’s related person transaction policy states that a transaction where a related person’s participation is solely due to their position as a director of the counterparty would not be considered a related party transaction under the policy; nevertheless, Asana disclosed the Quora spend given the connection .
Expertise & Qualifications
- Venture investor and board advisor across technology and consumer companies via Benchmark; prior senior operating roles at Facebook and LinkedIn; extensive public company board experience (KKR, 1stDibs) .
Equity Ownership
| Item (as of March 31, 2025 unless noted) | Amount | Detail/Notes |
|---|---|---|
| Beneficially owned Class A shares | 549,984 | 29,055 held directly; 284,008 via one irrevocable trust; 236,921 via a second irrevocable trust . |
| % of Class A outstanding | <1% (asterisk in table) | Table indicates “*” less than 1% . |
| Vested RSUs subject to holding (as of Jan 31, 2025) | 9,684 | Vested but not yet delivered due to holding period . |
| Unvested RSUs (as of Jan 31, 2025) | 14,583 | Vests on the first anniversary of the grant date or upon change in control, subject to service . |
| Equity received in lieu of cash fees (FY2025) | 2,247 shares | Represents $33,750 of fees paid in shares across quarters . |
| Hedging/pledging policy | Prohibited | Company policy prohibits hedging, short sales, pledging, derivatives, and margin accounts for directors/officers/employees . |
Governance Assessment
- Independence/engagement: Independent under NYSE/LTSE with long tenure since 2009; service on key NCGC committee; at least 75% meeting attendance baseline in FY2025; all directors attended the last annual meeting. Governance structure includes Lead Independent Director presiding over executive sessions—supportive of independent oversight .
- Compensation alignment: Director pay is predominantly equity-based via time-vested RSUs ($174,996 vs. $33,750 fees in FY2025), and Cohler further elected to receive cash retainers in stock (2,247 shares), signaling alignment with shareholder value; director stock ownership guidelines require 5x annual retainer by 2029/5-year mark .
- Potential conflicts/related parties: Quora board service plus ~$0.6m Asana marketing spend on Quora disclosed; appears de minimis in amount and conducted via standard platform; nonetheless, merits monitoring as a related-party adjacency. Related person transaction oversight resides with the Audit Committee under written policy .
- Risk controls: Company-wide prohibitions on hedging/pledging and a Code of Conduct support alignment; no Compensation Committee interlocks disclosed; board committee structure and charters are in place, with NCGC oversight of ESG and governance matters .
- Shareholder feedback signal: 2024 Say-on-Pay received 99% support, indicating strong investor confidence in compensation oversight practices (board-level responsibility) .
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