Sydney Carey
Director at ASAN
Board
About Sydney Carey
Independent director at Asana, Inc. since 2019; age 60; B.A. in Economics from Stanford. Currently Chief Financial Officer of Avalara, Inc. (since April 2025). Prior CFO roles across multiple public and private SaaS/security companies underpin her designation as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talkdesk, Inc. | Chief Financial Officer | Aug 2021 – Apr 2025 | Scaled cloud contact center finance; transition role to Avalara |
| Sumo Logic, Inc. | Advisor | Aug 2021 – Dec 2021 | Advisory support during post-IPO scaling |
| Sumo Logic, Inc. | Chief Financial Officer | Nov 2018 – Aug 2021 | Led IPO preparedness; public company finance leadership |
| Duo Security, Inc. | Chief Financial Officer | Dec 2017 – Oct 2018 | Security software finance leadership |
| Apttus Corporation | Chief Financial Officer | Jun 2016 – Dec 2017 | B2B software finance leadership |
| Zscaler, Inc. | Chief Financial Officer | Feb 2015 – Jun 2016 | Led pre-IPO scaling at a public security company |
| MongoDB, Inc. | Chief Financial Officer | Apr 2013 – Feb 2015 | Growth-stage finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avalara, Inc. | Chief Financial Officer | Apr 2025 – Present | Tax compliance software; current operating role |
| Lead Edge Growth Opportunities, Ltd (SPAC) | Director | Mar 2021 – Mar 2023 | Public vehicle board experience |
| Bazaarvoice, Inc. | Director | Apr 2012 – Sep 2017 | Public company board experience |
| Proofpoint, Inc. | Director | Jan 2014 – Mar 2015 | Public company board experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Carey is independent under NYSE and LTSE standards |
| Committee Assignments | Audit Committee – Chair; Compensation Committee – Member |
| Committee Expertise | Designated “audit committee financial expert” (with L. Norrington) |
| Engagement | Board held 10 meetings in FY2025; all incumbent directors attended ≥75% of board and committee meetings; last annual meeting attendance was 100% |
| Committee Activity | Audit Committee: 9 meetings; Compensation Committee: 4 meetings |
| Board Structure | 9 members; staggered three classes; Carey is Class III (term expires 2026) |
| Lead Independent Director | Lorrie Norrington; presides over regularly scheduled executive sessions |
Fixed Compensation
| Policy Element | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (cash) | 30,000 | Non-Employee Director Compensation Policy (amended May 24, 2023) |
| Lead Independent Director Add’l Retainer | 15,000 | If applicable (Carey is not LID) |
| Audit Committee Chair | 20,000 | Carey currently holds this role |
| Audit Committee Member (non-chair) | 10,000 | Not applicable to Carey as chair |
| Compensation Committee Chair | 12,000 | Not applicable |
| Compensation Committee Member (non-chair) | 6,000 | Carey member |
| Nominating & Governance Chair | 7,500 | Not applicable |
| Nominating & Governance Member (non-chair) | 3,750 | Not applicable |
| Sydney Carey – FY2025 Director Compensation | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 56,000 | Elected to receive equity in lieu of cash (see below) |
| Stock Awards (RSUs) | 174,996 | Annual RSU grant (grant-date fair value) |
| Total | 230,996 | FY2025 |
| Equity in Lieu of Cash – FY2025 | Amount ($) | Shares (#) | Basis |
|---|---|---|---|
| Carey election | 56,000 | 3,731 | Shares issued quarterly; priced on 4/30/24, 7/31/24, 10/31/24, 1/31/25 closes |
Performance Compensation
| Equity Component | Grant Value/Units | Vesting | Holding/Acceleration |
|---|---|---|---|
| Annual Director RSU | $175,000 (RSUs) | Vests on first anniversary; fully vests by next annual meeting date with continued service | Post-5/24/23 grants no holding period; prior grants subject to 1–2 year holding periods; change-in-control accelerates vesting |
| Carey – Outstanding RSUs | 14,583 (unvested as of 1/31/25) | 1-year vest from grant; subject to continued service | Director Annual Grant Holding Period applies to pre-5/24/23 vested RSUs |
Note: No performance-based metrics (e.g., TSR, revenue, ESG) are used for non-employee director equity; RSUs are time-based with standard change-in-control treatment .
Other Directorships & Interlocks
| Entity | Carey’s Role | Asana Dealings FY2025 | Potential Conflict Assessment |
|---|---|---|---|
| Avalara, Inc. | CFO | Not disclosed in related party section | No Asana-related transactions disclosed tied to Carey |
| Bazaarvoice, Proofpoint, Lead Edge SPAC | Former Director | Not applicable | Historical roles; no current Asana transactions cited |
Related party transactions disclosed involve other directors (Microsoft, Quora, HubSpot/Clearbit, OpenAI, Anthropic, Autodesk, EDF, Gusto), with amounts below materiality thresholds; none attribute to Carey personally .
Expertise & Qualifications
- Audit committee financial expert; deep finance and accounting background from multiple CFO posts
- Public company board experience (Bazaarvoice, Proofpoint, SPAC)
- Industry expertise in SaaS/security and enterprise software finance
- Education: B.A. Economics, Stanford University
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Beneficial Ownership | 83,749 Class A shares (<1%); excludes 9,684 vested RSUs not yet delivered due to holding period |
| Vested RSUs (held) | 9,684 (subject to Director Annual Grant Holding Period) |
| Unvested RSUs | 14,583 (scheduled to vest on first anniversary) |
| Stock Ownership Policy | Directors must reach ≥5x annual board retainer by the later of Feb 28, 2029 or 5th fiscal year after initial shareholder election |
| Hedging/Pledging | Prohibited: no hedging, short sales, derivative trading, margin accounts, or pledging |
Governance Assessment
- Board effectiveness: Carey chairs a very active Audit Committee (9 meetings) and serves on Compensation (4 meetings), signaling strong oversight engagement; designated “financial expert,” bolstering audit rigor .
- Independence: Affirmed by the Board under NYSE and LTSE standards; compensation committee comprises independent directors; no interlocks or insider participation reported .
- Attendance & engagement: Board met 10 times; all incumbent directors achieved ≥75% attendance across board and committee meetings; prior annual meeting attendance was 100%, indicating high engagement norms .
- Compensation alignment: Carey elected equity in lieu of cash ($56,000; 3,731 shares) and receives time-based RSUs ($174,996 grant-date value), aligning pay with equity while maintaining straightforward, non-performance-linked director pay .
- Ownership alignment & risk controls: Stock ownership guidelines (≥5x retainer) and strict anti-hedging/anti-pledging policies reinforce investor alignment; holding periods for earlier director RSUs further support long-term orientation .
- Shareholder signals: 2025 say-on-pay passed with strong support (873.3M for vs. 8.2M against), indicating broad approval of Asana’s compensation governance framework .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Carey; broader related-party dealings tied to other directors (e.g., Microsoft, Quora, OpenAI/Anthropic, HubSpot, Autodesk) were immaterial under policy thresholds and overseen by the Audit Committee .
- RED FLAGS: None observed associated with Carey; no pledging/hedging, no attendance concerns, no compensation anomalies or option repricings disclosed for directors .
Overall, Carey’s finance expertise, audit leadership, independence, and equity-based compensation election support board credibility and investor confidence. Continuous oversight of third-party relationships (largely not tied to Carey) through the Audit Committee and clear policies on hedging/pledging further mitigate governance risk .