Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

I am pleased to invite you to attend the ~~2021~~2023 Annual Meeting of Stockholders (the “Annual Meeting”) of HubSpot, Inc. (“HubSpot”) to be held on ~~Thursday,~~Tuesday, June ~~3, 2021~~6, 2023 at ~~11:30~~9:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online.

Details regarding the meeting and the business to be conducted are more fully described in the accompanying Notice of ~~2021~~2023 Annual Meeting of Stockholders and Proxy Statement.

Pursuant to the Securities and Exchange Commission (“SEC”) rules that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting the proxy materials on the Internet and delivering a notice of the Internet availability of the proxy materials. On or about April ~~23, 2021,~~25, 2023, we will begin mailing to our stockholders a Notice of Internet Availability (the “Notice”) containing instructions on how to access or request a copy of our Proxy Statement for the ~~2021~~2023 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2022.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet or at the Annual Meeting or, if you requested printed copies of proxy materials, you also may vote by mailing a proxy card or voting by telephone. Please review the instructions on the Notice or on the proxy card regarding your voting options.

Thank you for being a HubSpot stockholder. We look forward to seeing you at our Annual Meeting.

NOTICE IS HEREBY GIVEN that HubSpot, Inc. will hold its ~~2021~~2023 Annual Meeting of Stockholders (the “Annual Meeting”) on ~~Thursday,~~Tuesday, June ~~3, 2021~~6, 2023 at ~~11:30~~9:00 a.m. Eastern Time. The Annual Meeting will be a virtual stockholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/~~HUBS2021~~HUBS2023 and entering your 16-digit control number (included on the Notice Regarding the Availability of Proxy Materials mailed to you). The purpose of the Annual Meeting will be the following:

Only stockholders of record at the close of business on April ~~8, 2021~~10, 2023 are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on April ~~8, 2021~~10, 2023 or hold a valid proxy for the Annual Meeting.

For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled “Voting” beginning on page 1 of this Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

Our Board of Directors (the “Board”) solicits your proxy on our behalf for the ~~2021~~2023 Annual Meeting of Stockholders (the “Annual Meeting”) and at any postponement or adjournment of the Annual Meeting for the purposes set forth in this Proxy Statement and the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”). The Annual Meeting will be ~~held~~conducted via live audio webcast this year.

If you are a stockholder of record as of the close of business on April 10, 2023, the record date, you may attend, vote and ask questions virtually at ~~11:30 a.m. Eastern Time on Thursday, June 3, 2021. The Annual Meeting can be accessed~~the meeting by ~~visiting~~logging in at www.virtualshareholdermeeting.com/~~HUBS2021~~HUBS2023 and entering your 16-digit control number (included on the ~~Notice Regarding the Availability of Proxy Materials mailed to you)~~Notice). We made this Proxy Statement available to stockholders beginning on April ~~23, 2021.~~25, 2023. The meeting webcast will begin promptly at 9:00 a.m. Eastern Time on Tuesday, June 6, 2023. We encourage participants to access the meeting prior to the start time. Online check-in will begin 15 minutes prior to the start of the Annual Meeting, at 8:45 a.m. Eastern Time, and participants should allow ample time for check-in procedures.

In this Proxy Statement the terms “HubSpot,” “the company,” “we,” “us,” and “our” refer to HubSpot, Inc. The mailing address of our principal executive offices is HubSpot, Inc., ~~25 First Street,~~2 Canal Park, Cambridge MA 02141.

The following table identifies our Board and executive officers and sets forth their current position(s) at HubSpot and their ages as of April ~~23, 2021:~~25, 2023:

Set forth below are the biographies of each executive officer and director, as well as information regarding each such person’s business experience, director positions held currently or at any time during the last five years, and, for directors, the experiences, qualifications, attributes or skills that caused the Nominating and ~~Corporate Governance~~ESG Committee to determine that the person should serve as a director of the company. We believe that each of our executive officers and directors has a reputation for integrity, honesty, and adherence to high ethical standards.

The Board believes, and our Corporate Governance Guidelines dictate, that the Board should consist of a substantial majority of independent directors. The Board has determined that, except for Ms. Rangan and Messrs. Halligan and Shah as executive officers of the company, each of our current directors has no material relationship with HubSpot that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making that determination, the Board considered all relevant facts and circumstances, including (but not limited to) the director’s commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. In addition, the Board has determined that ~~a majority~~each of our directors ~~are~~is “independent” within the meaning of the director independence standards of the New York Stock Exchange (the “NYSE”), other than Ms. Rangan and Messrs. Halligan and Shah, who currently serve as executive officers of the company.

Further, the Board has determined that each member of each of the committees of the Board is independent within the meaning of the NYSE’s, the SEC’s, and our applicable committees’ independence standards, including Rule 10a-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There are no family relationships among any of our directors or executive officers.

At least annually, the Board will evaluate all relationships between us and each director in light of relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board will make an annual determination of whether each director is independent within the meaning of the NYSE’s, the SEC’s, and our applicable committees’ independence standards.

~~Currently,~~Under our Corporate Governance Guidelines, the Board has the authority to fill the Chairperson of the Board and Chief Executive Officer (“CEO”) positions based on the Board’s view of what is in the best interests of the company. The CEO and Chairperson may, but need not be, the same person. Additionally, if the Chairperson of the Board is not an independent director, then the non-management directors shall annually elect one independent director to serve as the Lead Independent Director. The Board annually reviews its leadership structure to assess what best serves the interests of HubSpot and our stockholders at the time.

Currently, the roles of Board Chairperson and CEO are separated. On September 7, 2021, Mr. ~~Brian~~ Halligan transitioned from his prior role as Chairperson of the Board, CEO, and President and became Executive Chairperson of the Board. Also on September 7, 2021, Ms. Rangan succeeded Mr. Halligan as the company’s CEO and President. As Executive Chairperson, Mr. Halligan plays a meaningful role in driving the company’s long-term strategy, including partner and product strategy. He also serves as ~~Chairman~~a mentor and coach to the CEO.

Because Mr. Halligan is our co-founder and continues to be employed by the company, the Board does not consider Mr. Halligan to be “independent” in his role as Executive Chairperson of the Board or in his prior role as Chairperson of the Board. Therefore, in September 2013, the Board designated Ms. Norrington as Lead Independent Director, who provides an effective independent voice in our leadership structure. As Lead Independent Director, Ms. Norrington presides over meetings of the Board at which the Chairperson is not present, facilitates information flow and communication between the directors and the Chairperson, holds executive sessions with the independent directors at each Board meeting and performs such additional duties as determined by the Board.

The Board believes that its current leadership structure, coupled with an emphasis on Board independence, provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Halligan’s leadership and years of experience in HubSpot’s ~~business. Mr. Halligan possesses details~~business, as well as Ms. Rangan’s deep operating and ~~first-hand knowledge of the issues, opportunities, and challenges facing HubSpot and its business.~~customer experience. We believe ~~this extensive~~the company-specific experience and expertise of Mr. Halligan and Ms. Rangan, together with the outside experience, oversight, and expertise of our independent directors, ~~allows~~allow for differing perspectives and roles regarding strategy development that benefit our stockholders. This structure enables Mr. Halligan to act as the key link between the Board and other members of management. Further, the Board believes that Mr. Halligan’s combined role enables decisive leadership, ensures clear accountability, and enhances HubSpot’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees, customers, and partners.

The Board also has a Lead Independent Director who provides an effective independent voice in our leadership structure. As Lead Independent Director, Ms. Lorrie Norrington presides over meetings of our independent directors, serves as a liaison between our Chairman of the Board and the independent directors and performs such additional duties as our Board may otherwise determine and delegate.

Given our strong business, operational and financial performance, the Board believes that stockholders are best served by ~~continuing~~ this leadership structure.~~The Board continues to review the leadership of the Board on a regular basis.~~

The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring their approval. It also holds special meetings when important matters require action between scheduled meetings. Members of senior management regularly attend meetings to report on and discuss their areas of responsibility. During ~~2020,~~2022, the Board held ~~eight~~eleven meetings. The Board has three standing committees:

Each of the ~~incumbent~~current directors of the Board attended ~~100%~~at least 75% of all meetings of the Board and meetings of committees of our Board upon which they served ~~(during the periods that they served)~~ during ~~2020.~~2022. The Board regularly holds executive sessions of the non-management directors as well as the independent directors. Executive sessions of non-management directors do not include employee directors and executive sessions of independent directors do not include directors who do not qualify as independent under NYSE and SEC rules.

It is our policy that members of our Board are encouraged to attend annual meetings of our stockholders. All members of our Board attended the ~~2020~~2022 annual meeting of our stockholders.

The company and the Board regularly review and evaluate the company’s corporate governance practices. The Board has adopted Corporate Governance Guidelines to assist and guide its members in the exercise of its responsibilities. These guidelines should be interpreted in accordance with any requirements imposed by applicable federal or state law or regulation, the NYSE and our certificate of incorporation and ~~bylaws.~~amended and restated bylaws (“bylaws”).

In addition, we have adopted a Code of Business Conduct and Ethics (a/k/a our Code of Use Good Judgment) that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. We intend to disclose any amendment or waiver of a provision of the Code of Use Good Judgment that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website (available at http://www.hubspot.com) and/or in our public filings with the SEC.

The Board has also adopted a written charter for the Audit Committee, the Compensation Committee, and the Nominating and ~~Corporate Governance~~ESG Committee, each of which ~~satisfy~~satisfies the applicable rules of the SEC and the listing standards of the NYSE.

Our Corporate Governance Guidelines, Code of Use Good Judgment, and committee charters are available on the Investor Relations – Leadership and Governance section of our website at https://ir.hubspot.com/leadership. You may also request a copy of these documents by contacting Investor Relations at our principal executive offices.

Our bylaws provide that the Board may delegate responsibility to committees. The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and ~~Corporate Governance~~ESG Committee.

The table below shows the composition of the standing committees of the Board. Ms. Rangan and Messrs. Halligan and Shah do not currently serve on any standing committee.

~~Mr.~~Messrs. Gill and Sahai and Ms. ~~Herendeen, and Mr. Sahai~~Ward currently serve on the Audit Committee, which is chaired by Mr. Gill. The Board has determined that each member of the Audit Committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable NYSE rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. The Board has designated Mr. Gill as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee’s responsibilities include:

Mr. Caldwell, Ms. Hughes Johnson, and Mr. Simons ~~and Ms. Ward~~ currently serve on the Compensation Committee, which is chaired by Mr. Simons. The Board has determined that each member of the Compensation Committee is “independent” as that term is defined in the applicable SEC and NYSE rules. The Compensation Committee’s responsibilities include:

Mmes. ~~Herendeen,~~Hughes Johnson, Norrington, and Ward currently serve on the Nominating and ~~Corporate Governance~~ESG Committee, which is chaired by Ms. ~~Norrington.~~Ward. The Board has determined that each member of the Nominating and ~~Corporate Governance~~ESG Committee is “independent” as that term is defined in the applicable SEC and NYSE rules. The Nominating and ~~Corporate Governance~~ESG Committee’s responsibilities include:

The Board has delegated the director selection and nomination process to the Nominating and ~~Corporate Governance~~ESG Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and ~~Corporate Governance~~ESG Committee identifies candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by stockholders or through such other methods as the Nominating and ~~Corporate Governance~~ESG Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and ~~Corporate Governance~~ESG Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and ~~Corporate Governance~~ESG Committee. The Nominating and ~~Corporate Governance~~ESG Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and ~~Corporate Governance~~ESG Committee deems to be appropriate in the evaluation process. The Nominating and ~~Corporate Governance~~ESG Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the

Board. Based on the results of the evaluation process, the Nominating and ~~Corporate Governance~~ESG Committee recommends candidates for the Board’s approval as director nominees for election to the Board.

In June 2021, the Board adopted a Board Diversity Policy to set forth the practices and criteria for ensuring that HubSpot maintains a diverse Board. The Board Diversity Policy sets forth the Board’s commitment to making HubSpot an inclusive and diverse company. The Board Diversity Policy also provides that it is essential to have Board members and nominees representing diversity in many areas, including, but not limited to: gender identity and/or gender expression, sexual orientation, race, ethnic or cultural background, religion, physical, mental, intellectual, or sensory impairments, industry knowledge, educational background, and geographical mindset. Our Board Diversity Policy is available on the Investor Relations – Leadership and Governance section of our website at https://ir.hubspot.com/leadership.

From time to time, we have engaged, for a fee, a third-party search firm to assist the Nominating and ~~Corporate Governance~~ESG Committee with identifying, evaluating, and screening Board candidates for the company. Rich Talent Group, a boutique search firm, has previously assisted the Nominating and ~~Corporate Governance~~ESG Committee with evaluating and screening Board ~~candidates, including Nick Caldwell, who was appointed to the Board in January 2021.~~ candidates.

In evaluating proposed director candidates, the Nominating and ~~Corporate Governance~~ESG Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence, the current size and composition of our Board and the needs of our Board and its respective committees. Some of the qualifications that our Nominating and ~~Corporate Governance~~ESG Committee ~~considers~~consider include, without limitation, integrity, judgment, diversity of experience, expertise, business acumen, understanding of our business and industry, potential conflicts of interest and other commitments. Nominees must also have proven achievement and competence in their field and the ability to provide guidance to our management team and make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director. Director candidates must have sufficient time available in the judgment of our Nominating and ~~Corporate Governance~~ESG Committee to perform all Board and committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all Board ~~of Director~~ and applicable committee meetings.

Stockholders may submit recommendations for director candidates to the Nominating and ~~Corporate Governance~~ESG Committee by sending the individual’s name and qualifications to ~~our Secretary at~~ HubSpot, Inc., ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141, Attn: Chief Legal Officer, who will forward all recommendations to the Nominating and ~~Corporate Governance~~ESG Committee. The Nominating and ~~Corporate Governance~~ESG Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

The matrix below reflects the desirable types of experience, qualifications, attributes and skills important to the Company, and that are possessed by one or more of HubSpot’s directors.

The Board provides to every securityholder and interested party the ability to communicate with the Board, as a whole, and with individual directors on the Board through an established process for securityholder and other interested party communication. For a communication directed to the Board as a whole, securityholders and other interested parties may send such communication to the attention of the company’s Secretary via U.S. Mail or Expedited Delivery Service to: HubSpot, Inc., ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141, Attn: Board of Directors, c/o Secretary.

For a securityholder communication directed to an individual director in his or her capacity as a member of the Board, securityholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: HubSpot, Inc., ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141, Attn: [Name of Individual Director], c/o Secretary.

We will forward by U.S. Mail any such communication to each director, and the Chairman of the Board in his or her capacity as a representative of the Board, to whom such communication is addressed to the address specified by each such director and the Chairman of the Board, unless there are safety or security concerns that mitigate against further transmission.

The Nominating and ~~Corporate Governance~~ESG Committee oversees the annual Board and committee evaluation process. Generally, the Board and each committee conduct self-evaluations by means of written questionnaires completed by each director and committee member. The anonymous responses are summarized and provided to the Board and each committee at their next meetings in order to facilitate an examination and discussion by the Board and each committee of the effectiveness of the Board and committees, Board and committee structure and dynamics, and areas for possible improvement. The Nominating and ~~Corporate Governance~~ESG Committee establishes the Board and committee evaluation process each year. From time to time, it may determine to use an independent third party in the evaluation process. In 2020, the Nominating and Corporate Governance Committee engaged a third party consultant, Martin Rosenthal, to conduct and facilitate individual assessments for each Board member. This process, overseen by the Chairman of the Board and the Lead Director, included individual assessment surveys and one-on-one interviews. Following completion of the individual assessments, Mr. Rosenthal and Ms. Norrington delivered developmental feedback to each Board member.

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee. Rather, the Board administers this oversight function directly through the Board as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure and overall enterprise risk exposure. Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and cybersecurity and data privacy risk ~~exposure,~~exposures, including the steps our management team has taken to monitor and control these exposures, as well as guidelines and policies with respect to risk assessment and risk management. Our Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external and internal audit ~~function.~~functions. Our Nominating and ~~Corporate Governance~~ESG Committee monitors the effectiveness of our Corporate Governance Guidelines, Code of Use Good Judgment, and other company policies; oversees executive and board succession planning; and reviews our policies and practices relating to our ESG strategy and our corporate social responsibilities. Our Compensation Committee reviews and discusses the risks arising from our compensation philosophy, policies, and practices applicable to all employees to determine whether they are reasonably likely to have a materially adverse effect on us.

Pursuant to our Non-Employee Director Compensation Policy in effect for ~~2020,~~2022, our non-employee directors were paid an annual cash retainer of $35,000, our lead independent director was paid an additional annual cash retainer of $20,000 and committee members and committee chairs received additional annual cash retainer fees as set forth below:

In addition, each of our ~~non-employee/non-investor affiliate~~non-employee directors received an annual equity award with a value of $200,000, 25% of which was in the form of an option to purchase shares of our common stock and 75% of which was in the form of a restricted stock unit (“RSU”) award settled in shares of our common stock. ~~Such~~Each such equity award vests upon the first anniversary of the grant date of such award (or, if earlier, immediately prior to the annual meeting of stockholders that is closest to the first anniversary of the grant date); provided, however, that all vesting ceases if the director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines otherwise in certain warranted circumstances. Newly-elected non-employee directors receive a pro-rated annual equity award. All unvested options and/or RSU awards held by a non-employee director accelerate and immediately vest if the non-employee director’s service relationship ends within three months prior to or 12 months following a “sale event” (as defined in the company’s 2014 Stock Option and Incentive Plan).

We reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board and Board committees.

The Board periodically evaluates the compensation of our non-employee directors, including the recommendations of the Compensation Committee. The Board also considers input from the Compensation Committee’s independent compensation consultant, ~~who~~which reviews director pay levels at peer companies and provides feedback on where our non-employee director compensation is positioned relative to the company’s compensation peers.

The following table provides certain information concerning the compensation earned by the non-employee members of our Board during the year ended December 31, ~~2020~~2022 pursuant to our Non-Employee Director Compensation Policy. The table excludes Ms. Rangan and Messrs. Halligan and Shah, who are named executive officers of the company and did not receive any additional compensation for their service as directors in ~~2020.~~2022. The compensation received by Ms. Rangan and Messrs. Halligan and Shah during ~~2020~~2022 is set forth in the section of this Proxy Statement captioned “Executive Compensation— ~~2020~~2022 Summary Compensation Table.” ~~Mr. Caldwell is~~

(5)

Ms. Ward served as a member of the Audit Committee beginning on March 24, 2022, and the chair of the Nominating and ESG Committee beginning on September 15, 2022. Ms. Ward also served on the Compensation ~~Table~~

Fees Earned

or Paid in

Stock

Option

Cash

Awards

Awards

Total

Name

($)

($) ⁽¹⁾

($) ⁽¹⁾

($)

Ron Gill

65,000

161,796

54,039

280,835

Julie Herendeen

49,000

161,796

54,039

264,835

Lorrie Norrington

67,500

161,796

54,039

283,335

Avanish Sahai

45,000

161,796

54,039

260,835

Michael Simon (2)

57,500

161,796

54,039

273,335

Jay Simons

42,500

161,796

54,039

258,335

Jill Ward

47,414

161,796

54,039

263,249

Committee until March 24, 2022.

~~(1)~~

The amounts reported represent the aggregate grant-date fair value of RSUs that may be settled for shares of our common stock and options to purchase shares of our common stock calculated in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value are set forth in the notes to our audited consolidated financial statements presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”) filed with the SEC on February 16, 2021.

~~(2)~~

~~Mr. Simon retired from the Board in January 2021.~~

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.1214

Certain Director Equity Information

Our non-employee directors held the following aggregate number of shares of our common stock subject to unexercised stock options and unvested RSUs as of December 31, ~~2020:~~2022:



	Number of
	Securities		Number of
	Underlying		Unvested
	Unexercised		Restricted
Name	Options (#)		Stock Units (#)
Nick Caldwell		522		215
Ron Gill		8,333		215
Claire Hughes Johnson (1)		196		215
Julie Herendeen (2)		-		-
Lorrie Norrington		4,158		215
Avanish Sahai		2,753		215
Jay Simons		4,924		215
Jill Ward		3,546		215

Number of

Securities

Number of

Underlying

Unvested

Unexercised

Restricted

Name

Options (#)

Stock Units (#)

Ron Gill

11,414

761

Julie Herendeen

3,088

761

Lorrie Norrington

5,224

761

Avanish Sahai

1,683

761

Michael Simon (1)

49,747

761

Jay Simons

3,854

761

Jill Ward

2,476

761

(1)

Ms. Hughes Johnson joined the Board on March 24, 2022.

(2)

Ms. Herendeen resigned from the Board effective March 24, 2022.

~~(1)~~

~~Mr. Simon retired from the Board in January 2021.~~

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~13

~~SUSTAINABILITY~~PURPOSE AT HUBSPOT

~~With a mission of helping millions of organizations grow better, we believe HubSpot needs~~Our purpose is to lead the way by growing better ourselves as a company. We do this by creating value for our customers and stakeholders, taking an active role in fighting racial injustice, working hard to protect customers’ data and privacy, and doing what we can to reduce our impact on the environment. Together, these initiatives help us build a company that ~~is sustainable: one that helps sustain the employees, communities, systems,~~future generations will be proud of. That means working to operate and ~~environment we operate in.~~ grow sustainably with respect to our environmental impact and investing in our people and communities.

Strategy and Governance

In addition to ~~our~~ internal teams ~~dedicated to our~~focused on culture and diversity, inclusion and belonging (“DI&B”), we have a ~~cross-functional sustainability~~dedicated ESG team, ~~that~~which is ~~focused on driving forward~~led by our ~~corporate responsibility and sustainability efforts. We~~Director of ESG. Alongside our executive leadership team, we review our company-wide initiatives and efforts in ~~this area~~ESG at least twice a year with our Nominating and ~~Corporate Governance~~ESG Committee of the Board, which is responsible for and has oversight over this important area under its committee charter. ~~Please~~For more information about our ESG efforts and to view our annual Sustainability Report, please refer to www.hubspot.com/~~sustainability~~sustainability.

In early 2021, we conducted a materiality assessment to ~~learn more about~~identify the sustainability topics most important to HubSpot’s business, stakeholders, and growth. They were DI&B; privacy and data protection; and energy and emissions. These are the priority areas where we believe HubSpot can have the greatest impact. We plan to repeat the assessment once every several years, and in the meantime we continue to engage in regular dialogue with our stakeholders.

Along our ESG journey, we are committed to transparency and reporting our performance in alignment with emerging disclosure and accounting standards such as the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures, the Sustainability Accounting Standards Board and the Global Reporting Initiative as well as potential new disclosure requirements from regulators such as the U.S. Securities and Exchange Commission. We are also a proud member of the United Nations Global Compact, a voluntary corporate sustainability ~~efforts.~~ initiative that encourages businesses worldwide to adopt sustainable practices, report on those practices, and track them over time.

~~Our Award-Winning~~ Culture and Values

~~In 2013, we published~~

As a company with a hybrid working model, connection is core to our culture. We are focused on fostering authentic connection by offering the ~~HubSpot~~tools, resources, and opportunities to help our employees grow both personally and professionally in a hybrid work model. We also take a thoughtful approach to talent attraction and retention in order to build a company culture where people can do their best work.

Our Culture Code ~~which~~underpins our culture and outlines our core company values, including, ~~transparency,~~ autonomy, flexibility, high performance, and HEART. HEART ~~(an acronym that describes~~is at the ~~characteristics that~~center of who we ~~believe amazing employees have: humble, empathetic, adaptable, remarkable, transparent). The HubSpot Culture Code was initially published as a commitment to our customers about~~are and represents the ~~kind of company~~five traits we ~~are. Today,~~value the ~~Culture Code has garnered more than five million views~~most in HubSpotters: Humility, Empathy, Adaptability, Remarkableness and ~~is a top reason candidates say they are drawn to working at HubSpot. Having the tenets of the Culture Code also helps us stay aligned with our values as HubSpot scales globally.~~Transparency. A copy of our Culture Code can be found at: ~~www.culturecode.com.~~ https://network.hubspot.com/slides/the-hubspot-culture-code.

In addition, HubSpot is proud to be named the #2 Best Place to Work in 2022 and #4 Best Place to Work in 2021 by the Glassdoor Employees’ Choice Awards. ~~Based~~We have also been recognized as a top workplace in 2022 by Great Place to

2023 PROXY STATEMENT | HubSpot, Inc.15

Work, and honored to be mentioned in a number of categories by Comparably's workplace awards in 2022 including #1 Best Places to Work in Boston, #4 Best Company for Global Culture, #1 Best CEO for Women, Best Sales Team, Best HR Team, #4 Best CEO for Diversity, Best Leadership Team, #1 Best Product and Design Teams, Best Companies for Women, Best Companies for Diversity. We were also proud to be recognized on ~~employees’ reviews~~Barron’s 2023 list of the 100 Most Sustainable Companies.

Diversity, Inclusion, and ~~feedback, this recognition~~Belonging

Since HubSpot was started, our founders have talked about creating a company that future generations can be proud of, and building a diverse and equitable company is critical to that objective. Our company mission is to help millions of organizations grow better, and it is imperative that our employee base reflects the diversity of the prospects, customers and partners we solve for. We also care deeply about being a strong testament to the innovative culture we are building, and is a signal to talent that HubSpot is committed to their growth and employee happiness. 2020 taught us a lot about what employees need toplace where people can do their best work, and doing that means creating a place that values performance but also equity and inclusion at its core.

We are committed to ~~be their best selves. Amazing people value flexibility~~prioritizing diversity and ~~diversity~~inclusion as a core pillar in not just who we are as a company, but how we make decisions and how we set the course for growth in the ~~organizations they work for. That is why we are betting on hybrid for the future of work and focusing on building an inclusive company that reflects the diversity of our customers.~~

~~Flexibility.~~ Flexibility has always been a core part of HubSpot’s culture. Whether employees wrap up work early to pick up their kids up from soccer practice or take the morning to teach a yoga class, they are empowered to build work around their lives, instead of the other way around. In 2020, we announced that HubSpot would become a hybrid company where employees choose how they want to work: @office, @home, @flex. Beyond workplace flexibility, we invest in employees’ families, too, with competitive parental leave policies, back-up care options, a Families@HubSpot employee resource program, and an egg-freezing subsidy benefit so female employees have flexibility in their decision to start a family.

~~Learning and growth opportunities.~~ We invest in employee development at every stage, from hands-on, regionalized onboarding, to 1-1 mentorship through programs like UnStuck and the People of Color at HubSpot mentorship program, to year-round manager trainings thanks to our Leadership Development team. We also recognize that learning no longer only happens in a classroom: Learn@HubSpot is an internal, online learning management system designed by our Learning and Development team with self-paced courses on topics ranging from Search Engine Optimization best practices to how to give and receive feedback. Thanks to Learn@HubSpot, employees can learn on-the-go and when it works best for them.

~~Transparency.~~ We believe employees grow through a culture of transparency, autonomy, and strong customer focus. We encourage employees to think like founders, and openly share the information they need to make decisions, introduce new ideas, and understand the business. During monthly Ask me Anything sessions, employees have the opportunity to ask our executive team anything they like - from how they are thinking about the future of inbound marketing, to a recent book that inspired them. At quarterly all-hands meetings, employees hear from executives on business performance, company vision, and what keeps them up at night, as well as how HubSpot helps customers grow during the Customer Spotlight Q&A. On our internal company website, known as the “Wiki”, everyone is encouraged to share, discuss, and debate ideas and developments on everything from diversifying our campus recruitment approach to the latest experiments in customer support automation.

~~Thoughtful programming.~~ As HubSpot grows, we are thoughtful about how we collect employee feedback to scale these values and stay true to our promise of helping employees grow. Our global Culture Team runs programming like HEART Week (a week dedicated to celebrating our core values), Health and Wellness Week (with virtual resources, self-paced events, and by providing inspiration through global content)~~, HubTalks (where influential external leaders, including authors, and neuroscience experts, join us for an employee-only Q&A), and more.~~

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~~Diversity, Inclusion, and Belonging~~

At HubSpot, diversity, inclusion, and belonging (“DI&B”) is a core part of our mission. HubSpot customers are diverse in their backgrounds, experiences, and needs, and to help them grow better, we need to build a company that is reflective of that diversity.future. We have incorporated DI&B into our policies and practices, education and events, and ~~executive and community programs, which include:~~

~~Annual Diversity Report.~~ ~~We are one~~launched various initiatives to further our goal of only a few technology companies that publishes our diversity data externally; our annual HubSpot Diversity, Inclusion, and Belonging Report is a detailed analysis of our gender, ethnicity, and age data, as well as self-reported identities including parents, military veterans, disabilities, first-generation identity, and those who are gender diverse. We publish this as a commitment to growing better, and to be transparent with employees, customers, candidates, and our community about our progress and where we need to improve. Our 2021 Diversity, Inclusion, and Belonging Report is available on our website at: https://www.hubspot.com/diversity/report.

~~DI&B Team.~~ ~~We have an internal team dedicated to diversity program management globally, led by our Director of DI&B.~~

~~Metrics.~~ Since 2018, we have included diversity recruiting and retention as a key goal on our annual company-wide strategy document. In addition, we introduced an internal Global Inclusion Index survey in 2019 to track our progress on creating a culture of belonging over time and identify new opportunities to createbeing a more diverse, inclusive, ~~workplace~~ and ~~more inclusive communities.~~

~~Talent Attraction.~~ ~~A number~~equitable workplace. Our DI&B initiatives include, but are not limited to: programs to increase our slate of diverse candidates, anti-racism training and psychological safety training for employees and managers, key external partnerships, funded employee resource groups, and programs and initiatives to enhance the diversity and inclusion experience for candidates and employees.

In 2022, our population of women and non-binary employees ~~including~~was 47%. Our population of BIPOC employees was 38%. Notably, we had 50% gender parity at the company executive leadership team level in 2022 and 40% women within our ~~Returners Program for professionals returning~~Board of Directors. Further, of our ten-member Board, two members identify as South Asian American, and one member is Black. In addition our Lead Independent Director is a woman and identifies as a member of the LGBTQ+ community, and our Nominating and ESG Committee is composed entirely of women. We are proud to have both an executive leadership team and a Board that represent our customers and employees by bringing diverse ideas and backgrounds to the ~~workforce after a career break,~~table.

The charts below reflect the demographics and ~~First-Gens in Tech, an annual event dedicated to workshops and networking to help people from non-traditional backgrounds break into tech.~~ diversity of our Board as of April 25, 2023:

We ~~also host numerous external, community events including Growing with Pride, Women Who Lead, Black Excellence panels, and more.~~

~~Executive and Employee Training.~~ HubSpot offers a number of inclusion, diversity, and unconscious bias programs for senior leaders and employees to drive engagement and culture change, mitigate bias, and encourage more inclusive behavior. In 2020, HubSpot created and introduced an anti-racism training, which is required for all employees.

~~Employee Resource Groups (“ERG”).~~ HubSpot has numerous active employee resource groups, including Women@HubSpot, People of Color at HubSpot, BLACKhub, the LGBTQ+ Alliance, and Families@HubSpot, as well as a variety of interest groups globally including age inclusion, ability and accessibility, and veterans. Each employee resource group has two executive sponsors from HubSpot’s leadership team, as well as employee leadership councils, who are responsible for driving programming and DI&B impact within the company based on ERG ideas and feedback.

~~External Website.~~ ~~In 2019, we launched~~have our Diversity and Inclusion webpage to create an inclusive experience for visitors to learn about DI&B at HubSpot. The webpage features HubSpot employees committed to belonging, information about our employee resource groups, and a collection of information about DI&B initiatives, learnings, and celebrations in HubSpot’s global offices. Our Diversity and Inclusion webpage can be found at: www.hubspot.com/diversity-inclusion. ~~In 2021, we launched an adjacent~~We also have a webpage dedicated to HubSpot’s ~~annual~~Annual Diversity ~~Inclusion,~~Report, which is a detailed analysis of our gender, ethnicity, and ~~Belonging Report.~~age data, as well as self-reported identities, including parents, military veterans, disabled employees, first-generation, and those who are gender diverse. We publish this as a commitment to growing better, and to be transparent with employees, customers,

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candidates, and our community about our progress and where we need to improve. This page features a snapshot of our annual diversity data as well as past reports. This webpage can be found at: https://www.hubspot.com/diversity/report.

~~Black Lives Matter Action Plan.~~ ~~In 2020,~~Social Impact

We aim to bring the best of HubSpot ~~developed~~to help nonprofits that are committed to improving education and entrepreneurship in our communities around the world. We provide a ~~Black Lives Matter action plan to fight systemic racism and drive change~~range of opportunities for our ~~Black~~ employees ~~customers, partners,~~to get involved with nonprofit organizations through HubSpot Helps, our community impact program, including: a dedicated employee volunteering platform, financial and ~~communities. The initiatives in this plan~~in-kind donations, and flagship events. We are ~~based directly on our Black employees’ ideas~~also committed to closing the racial wealth gap and feedback, and are focused on four core pillars: introspection, investment, inclusion, and impact. As part of this plan, HubSpot committed $20 million to social impact investing through the Local Initiatives Support Corporation’s Project10x initiative, beginning with a $12.5 million investment in the Black Economic Development Fund. We also announced a partnership with Howard University to build a Center for Digital Business fordeveloping the next generation of Black business leaders by investing in partnerships and organizations that can drive real change for Black leaders, and introduced HubSpot’s Black Advisory Board led by leaders we admire: Leslie Forde, Dr. Claudia Igbrude, Jeanine Francis, and Dantley Davis. Additionally, to drive introspection and inclusion internally, we created a required anti-racism training for all employees and introduced the employee resource group BLACKhub, standing for ‘Black Leaders Amplifying Change and Knowledge’.

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communities.

~~DI&B Workplace Awards~~ESG Policies

In addition to being the #4 Best Place to Work in 2021 on Glassdoor, we were honored that HubSpot received important recognitions for our work in DI&B in 2020, including the #1 Best Company for Women by Comparably, a Best Company for Diversity by Comparably, a Best Workplace for Parents by Great Place to Work® and FORTUNE and a Best Workplace for Women by Great Place to Work® and FORTUNE.

~~Diversity of Executive Leadership Team and Board~~

Building an organization that is diverse, welcoming, and inclusive is not just a people priority for HubSpot, it is a business priority. Our Board, executive leadership team, and employees are invested in making HubSpot a diverse and inclusive company where everyone can bring their best selves to work with a sense of belonging. Since 2018, we have included diversity recruiting and retention as a key goal on our annual company-wide strategy document. We are proud to have four women on our executive leadership team, with 28.6% of our executive leadership team identifying with a minority group.

In January 2021, we were proud to appoint our first Black director, Nick Caldwell, to our Board. Of our nine-member Board, three members are women, two members identify as South Asian American, and one member is Black. Furthermore, our Lead Independent Director is a woman and identifies as a member of the LGBTQ+ community, and our Nominating and Corporate Governance Committee is comprised entirely of women.

We are proud to have both an executive leadership team and a Board that represents our customers and employees by bringing diverse ideas and backgrounds to the table. While we do not have a specific policy with regard to the consideration of diversity in identifying director nominees, we believe it is essential to have directors representing diversity in many areas, including but not limited to race, ethnicity, gender, age, abilities, sexual orientation, background, and professional experience.

~~Corporate Citizenship~~

As part of our company mission, we are passionate about helping global communities grow better. Through our global program, HubSpot Helps, we focus on impacting our investment in two core areas: education and entrepreneurship. These two areas align with our core mission, our DI&B strategy, and employees' passions globally.

~~Our core charity partners include BUILD, United Way, Early Learning Initiative, A Playful City, Open Doors, Frauenloop, Global Sisters and Halogen Foundation.~~

Thanks to our partners' support, ideas, and passion, HubSpot has supported social impact in all our regions creatively. Through initiatives like the Zoom Ahead with Books, a partnership with The Early Learning Initiative, a project was designed to encourage parental involvement and promote children's enjoyment and motivation to read for pleasure. Also through mentoring programs with partners like BUILD and Global Sisters, HubSpot has helped grow the entrepreneurial mindset globally within underprivileged groups.

HubSpot's partnerships and ongoing opportunities allow us to give back year-round through employee volunteer programs and events and manager days of service linked directly to HubSpot's DI&B mission. In addition, HubSpot hosts internal employee lead (virtual) matched funding events such as the global Pride 5km and global Gratitude Relay, both hosted on our internal Slack channels, to raise extra funds for our nonprofit partners.

~~Facilities Management~~

We have designed and maintained our global real estate facilities to reduce HubSpot’s environmental impact and have implemented several programs in the areas of video conferencing, workplace flexibility, recycling, and energy conservation that get the job done while using and re-using resources at the most efficient level possible. From implementing three-in-one waste sorting credenzas in our locations, lobbying on behalf of charging stations for electric cars at local garages used by HubSpot employees, optimizing the efficiency in lighting and HVAC systems on all fit outs, and sending our annual report and proxy statement electronically to reduce unnecessary paper usage, we are investing in best practices to reduce our carbon footprint and have invested in sustainable design features and green operations in many of our offices. For example, our Dublin headquarters at HubSpot House is one of only 12 buildings in Ireland that is platinum certified for shell and core in Leadership in Energy and Environmental Design (“LEED”), a voluntary rating system to certify sustainable buildings and neighborhoods. In addition, HubSpot House is one of two buildings with a commercial interior that holds a platinum certification based on version 3 of LEED in Ireland; it is the first and only building with a commercial interior that holds a platinum certification based on version 4 of LEED in Ireland.

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We continue to maintain our global real estate portfolio and employee activity with a renewed focus on the health and safety of our employees. In doing so, we continue to consistently assess our environmental impact to allow for efficiencies and plan for further reductions. We have advanced several programs in the areas of greenhouse gas (“GHG”) mitigation, energy procurement, on-site renewables, green infrastructure, and green leasing. We have evaluated our remote work opportunities, providing our employees access to applications, programs, data, and collaboration tools which help to reduce the environmental effects associated with commuting, office space usage, and team travel. We continue to research our GHG footprint which will allow us to set targets for the near and long term. Some examples that we have enacted and that will continue to exhibit positive impact include: upgrading to LED lighting globally, updating lighting systems to run on occupancy sensors, integrating onsite renewables in some office locations, auditing, revamping, and planning for future energy procurement, and establishing a program focused on renewable energy certificates (“RECs”) and offsets to account for our past, present, and future carbon footprints.

We donate retired office furniture and information technology hardware (including laptops and computer monitors) to various organizations to extend each piece’s useful life. In addition, equipment from demolitions or rebuilds of our facilities are donated when usable or recycled when applicable.

~~Environmental~~

We believe in creating a company our grandchildren can be proud of. This is only possible if we create a company that can sustain and reduce harmful impacts to the environment. Companies have a duty to understand the GHG emissions they are putting out into the atmosphere and what practices they have as a business that contribute to climate change. Companies have a responsibility to use that understanding to reduce emissions and make meaningful progress towards mitigating those emissions they cannot reduce. In 2020, we worked to calculate all of our historical emissions from 2006, when HubSpot was formed. The first step for us was to get a firm understanding of our GHG emissions from our business travel, employee commute times, office waste, water, and electricity, as well as from third party vendors, and their related impact on the environment.

~~To date, we made two steps towards a more sustainable future.~~

We followed the Greenhouse Gas Protocol standards to calculate our emissions and offset over 80,000 megatons of emissions by purchasing RECs and Green-e® certified carbon offsets through 3Degrees, a third party consulting and brokerage firm. We offset our historical emissions through investments in nature-based and renewable energy carbon offset projects. In addition, for 2020, we invested in RECs in every country we have an office presence. The specific projects are described below.

~~Dempsey Ridge: Wind Farm Project.~~ ~~The Dempsey Ridge wind project is located in western Oklahoma and sits on over 7,500 acres of agricultural and grazing land. The project has a capacity of 132 megawatt, consisting of 66 wind turbines.~~

~~Blue Creek Salmon Conservation Project.~~ Western Rivers Conservancy (“WRC”), an Oregon-based non-profit conservation organization, has purchased 47,097 acres along Blue Creek in Northern California and is working to use carbon finance to transfer the forested property back to the Yurok Tribe. 14,790 acres are conserved as a “salmon sanctuary,” preserving the entire lower half of Blue Creek and ensuring this cold-water lifeline to the Klamath River remains healthy for salmon, steelhead, and the Klamath system as a whole. The other 32,307 acres are managed as a tribal “community forest” with limited sustainable harvesting. WRC has also placed a carbon project on nearly 15,000-acres of the property. As the project area recovers from industrial management, the California Air Resources Board Forestry Protocol will credit the project exclusively for new carbon growth, meaning all the carbon credits generated can be considered carbon removals.

~~Prairie Winds ND1 Emissions Reduction Project.~~ Owned and operated by Basin Electric Power Cooperative, Prairie Winds is located near Minot, North Dakota. The project consists of 77 1.5 megawatt turbines and delivers power into the Western Area Power Administration’s Upper Great Plains East. Emissions reductions are generated by displacing grid connected electricity from traditional fossil fuel electricity sources, reducing our reliance on higher carbon intensive fuels such as coal and natural gas.

We signed into the United Nations (“UN”) Global Compact. The UN Global Compact is a voluntary corporate sustainability initiative that encourages businesses worldwide to adopt sustainable practices, report on those practices and track them over time. Part of the application process is a signed letter from our CEO stating our commitment to focus on sustainable development.

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~~Data Privacy~~

We believe privacy and the secure handling of an individual’s data is a fundamental human right. Privacy and data protection are also the foundation for trust. That is why we built our first ever Trust Compass in 2020 to prioritize initiatives deemed most critical to protecting the data of our customers, our employees, and our company. Initiatives are selected by way of a variety of inputs, including customers, employees, leadership, and industry trends; approved by executive leadership; and then shared with and reviewed by the Board. With the onset of COVID-19 in 2020 and the shift to remote work, we realized that we needed to evolve our security practices and lean into a Defense in Depth strategy. We made large investments in our Privacy and Security organization in 2020 to support driving these initiatives, more than doubling the headcount dedicated to these areas, which included the formation of a dedicated Product Trust and Safety team and the appointment of our Chief Information Security Officer.

~~We delivered the following data privacy and security initiatives in 2020 and 2021:~~

~~Customer adoption of multi-factor authentication (“MFA”).~~Turning on MFA is the number one thing customers can do to protect the data they are storing in HubSpot and other Cloud services. To encourage adoption, HubSpot took steps to make this feature easier to use and to educate our customers on use and benefits. As a result, we have seen an increase of 22% of our users with MFA turned on since January 2020.

~~Data Ethics Framework.~~ Our Data Ethics Framework is a mechanism that aligns individuals at all levels of the organization on key principles to guide our ethical use of data. It was developed with inputs from a diverse set of employees, ranging from leadership to individual contributors, and will provide the necessary guardrails for the company as we scale and evolve our data strategies. The core tenets of the framework are built around giving customers more choice and control over how their data is used, being more transparent in how that data is used, using data in the fairest way possible, and keeping that data safe and secure.

~~Cookie compliance and double opt-in implementation work.~~ Regulations around data privacy are evolving rapidly, and with them best practices for dealing with customer consent. HubSpot is committed to providing customers with the tools they need to comply with changing regulations and respect customer preferences regarding cookies and communications consent.

~~SOC2 Type I Certification~~. In line with our commitment to transparency regarding data use and handling, a SOC 2 report provides additional details about HubSpot’s security program. The report, which is available at https://www.hubspot.com/security, is verified by independent auditors, providing customers assurance that they can use this data to determine whether HubSpot provides the right level of protection for their data.

~~Defense in Depth.~~ As part of this strategy, we took on several key initiatives focused on expanding vulnerability management and threat intelligence systems. Additionally, we leaned heavily into automation and general systems defense, and established tools and processes to mitigate risks related to third party vendors.

Finally, we support the roll-out of privacy and data protection laws around the world. The principles embodied in regulations like the General Data Protection Regulation (“GDPR”) in the European Union and the California Consumer Protection Act (“CCPA”) align with HubSpot’s core company principles and make the internet a safer and more secure place. To that end, we build privacy-enhancing features into our platform, as evidenced by our GDPR playbook that is available on our website at ~~https://www.hubspot.com/data-privacy/gdpr/hubspot-product-playbook~~. We also help our customers navigate new regulations with resources, including our CCPA Compliance Guide, which is available on our website at https://www.hubspot.com/data-privacy/ccpa/ccpa-compliance.

Code of Use Good ~~Judgment~~

Judgment. At HubSpot, we are serious about compliance and doing the right thing. To that end, we adopted a Code of Business Conduct and Ethics, which we refer to as our Code of Use Good Judgment, that applies to all of our employees, officers, and directors. This Code highlights that everything we do at HubSpot will be, and should be, measured against the highest possible standards of ethical business conduct. We set the bar high for practical and aspirational reasons because our commitment to the highest standards helps us solve for our customers, hire great people, build a great platform and products, and attract loyal partners. Trust and mutual respect between us and our customers and partners are the foundation of our success, and following this Code helps us maintain that relationship. We also encourage our employees to report suspected policy violations through our anonymous Whistleblower Hotline (online or via phone). No waiver of any provisions of our Code of Use Good Judgment for the benefit of a director or an executive officer shall be effective unless approved by the Board and, if applicable, such waiver is disclosed to our stockholders in accordance with applicable U.S. securities laws and/or the rules of the NYSE. In addition, all amendments to the Code of Use Good Judgment must be approved by the Board or the Audit ~~committee. Our Code of Use Good Judgment is available on our Investor Relations website at:~~ ~~https://ir.hubspot.com/leadership~~.Committee.

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Human Rights ~~Policy~~

Policy. Respect for human rights is a fundamental value of HubSpot. Our company operates globally and has offices around the world. Our customers, employees, stockholders, and vendors represent virtually every race, national origin, religion, culture, political philosophy, and language. This diversity is the foundation of our business excellence and embodies HubSpot’s respect for human rights and dignity of all people. Where we have identified adverse human rights impacts resulting from or caused by our business activities, we are committed to ~~provide~~providing for or ~~cooperate~~cooperating in their fair and equitable remediation. In March ~~2020,~~2021, our Board adopted a Human Rights Policy to outline HubSpot’s position on fundamental human rights. ~~This policy~~

Board Diversity Policy. Our Board Diversity Policy sets forth the practices and criteria for ensuring that HubSpot maintains a diverse Board, as well as the Board’s commitment to making HubSpot an inclusive and diverse company. The Board Diversity Policy also provides that it is essential to have Board members and nominees representing diversity in many areas, including, but not limited to: gender identity and/or gender expression; sexual orientation; race, ethnic, religious, or cultural background; physical, mental, intellectual, or sensory impairments; industry knowledge; educational background; and geographical mindset.

Environmental Policy. Our Environmental Policy sets forth commitments that will guide our efforts to deliver environmental compliance as a minimum standard, to continually improve our sustainability performance, and to act as a thought leader for our employees, customers, and partners through education, partnership and collective action.

Global Supplier Code of Conduct. We are committed to good governance and achieving the highest ethical and environmental standards for all our employees, and we expect the same from our suppliers. Our Global Supplier Code of Conduct defines and communicates our sustainability expectations from suppliers.

The policies above are available on our Investor Relations website at: https://ir.hubspot.com/~~leadership~~.leadership.

Stakeholder Engagement

At HubSpot, we value and consider the viewpoints of a number of stakeholders, including our employees, our customers, our partners, and our stockholders. We have teams dedicated to engagement with each of these stakeholder groups, and feedback is regularly shared with our executive leadership team and Board to review, consider, and incorporate into future priorities for the company. The chart below describes the engagement process with each of our stakeholder groups and actions we have taken in response to their feedback.

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Employee Engagement
Engagement Process	We administer a quarterly employee engagement survey, known as our eNPS, to assess and understand the employee experience and engagement at the company level. The survey also enables us to provide data to leaders across the organization, empowering them to identify, address, and monitor feedback at ~~the~~ department ~~level.~~and team levels. Based on the results and an analysis of our strengths and opportunities as it relates to our overarching culture, our executive leadership team and department leadership teams create action plans to address high-priority feedback. In the spirit of transparency, the eNPS analysis and action plans are shared internally. This ensures our employees are aware of how we are utilizing their feedback to drive positive change across the company. Our eNPS process includes ~~a Global Inclusion Index~~DI&B survey questions, which we ~~measure~~ask annually. This allows us to track progress and collect feedback on our ~~diversity, inclusion, and belonging~~DI&B efforts over time.
Responsive Actions	In August ~~2020,~~2022, we used the eNPS survey to measure our year-over-year progress in reducing burnout, a goal of our multifaceted strategy to mitigate burnout and its root causes through benefits such as Modern Health (a comprehensive mental health platform). The percentage of employees experiencing high burnout levels decreased by over half from 2021 to 2022 according to survey responses. In 2022, we built and deployed a new reporting tool to provide hundreds of teams across HubSpot ~~launched BLACKhub, an employee resource group which stands for Black Leaders Amplifying Change~~insights from the eNPS survey to increase team engagement. We also used the survey to measure our hybrid work effectiveness and ~~Knowledge. As we look to build a more inclusive company for Black candidates, customers, and partners, we must also~~ ensure ~~we do the same for our Black employees. The recognition~~that employees are equally engaged, regardless of the Black experience in a formal employee resource group strengthens the sense of belonging, transparency, and trust between our Black and non-Black employees, while meeting the specific needs Black people facewhether they are working remotely or in the ~~world today.~~office.


In January 2021, HubSpot implemented Modern Health, which is a comprehensive platform for mental wellness so that our employees can access the support they need, when they need it. The need for a resource like this in light of lockdowns and isolation for many became increasingly clear throughout 2020. Modern Health helps our employees navigate life’s ups and downs - whether at home, at work, or in their relationships. Modern Health offers certified personal coaching, licensed therapy, and digital courses and meditations.Customer Engagement
~~Customer Engagement~~
Engagement Process	Customers are at the center of how we build products and services at HubSpot, and their feedback and sentiment deeply inform our product roadmap and ~~every product~~the services we ~~release. We engage with~~offer. Starting on day one, we want our customers ~~on numerous fronts, including (but not limited to):~~to realize the value of our product. We take an approach of leading with humans and technology. Our teams are thoughtfully organized across the customer ~~calls, NPS surveys, HubSpot Community forum, and sales and~~journey to support ~~data.~~ ~~Our Voice~~customers every step of the ~~Customer~~way. Additionally, we have a customer experience management team ~~is dedicated to improving~~that looks over the entire customer experience and ~~reducing friction in~~identifies opportunities where we can continue to delight our customers and keep them growing. We are dedicated to powering a truly customer-first operating system by bringing customer experience optimization to the ~~customer experience. This team collects~~forefront of how HubSpot makes short and ~~analyzes~~long-term decisions. We collect and analyze customer feedback from all channels across the organization and customer journey, ~~distributes insights~~including, but not limited to, NPS surveys, HubSpot’s Customer Advisory Board, the HubSpot Community forum, sales and CS data, and extensive user research. Insights are then distributed to relevant teams, and ~~holds~~ the company is accountable for taking action on customer feedback. They also manage our Customer Advisory Board, which is a group of 15 highly engaged customers who have committed to act as trusted advisors and share feedback and explore strategies to help us grow better. Throughout our yearly planning process, ~~all~~ proposed feature developments are ~~expected to be~~ grounded in customer feedback and aim to solve a clear customer need.
Responsive Actions	During 2022, we released product features that directly addressed functionality requested by our customers in numerous areas, including but not limited to: • CRM Platform. We improved CRM extensibility and customization, and made enhancements to deal management. We also expanded permissioning flexibility and introduced the Data Quality Command Center. • Integrations. We continued to launch new data sync integrations, with 100+ data sync integrations available as of March 2023. Notably, we launched a native integration with WhatsApp. Through the Data Quality Command Center mentioned above, we equipped operations teams and admins with in-depth insights to monitor and clean potential property issues, record issues, and data-sync health in one, centralized place.

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~~Responsive Actions~~

~~In April 2020, we~~

•

Reporting. We continued to make HubSpot Reporting more powerful and customizable, with more visualization options, improved data availability in the Custom Builder, expanded email health reporting, expanded Multi-touch Attribution, and a new Customer Journey Analytics tool (initially made available through a public beta in October 2022, which later officially launched ~~Field Level Permissions as the result of our number one customer~~on March 1, 2023).

•

Service Hub. We re-introduced a more robust Service Hub, including Custom Views in Inbox, Post-Chat feedback, ~~theme of “Implementing HubSpot for Your Team” which helps administrators set up their teams~~Customer Portal, Service Analytics, Mobile Inbox, service level agreements (“SLAs”), Custom Surveys, Inbound Calling, a WhatsApp Integration, and more.

•

Expanded Marketing Hub & CMS access. We launched CMS Starter, introduced content management system (“CMS”) tools to ~~become more efficient.~~free users, and made form and email automation available to Marketing Starter customers.


~~In September 2020, we launched Custom Objects in our CRM after hearing from hundreds of customers that this was their top feature request.~~Partner Engagement
~~Partner Engagement~~
Engagement Process	Our partner community is crucial to the success of HubSpot. Our Product and Flywheel teams interact with our partners on a regular basis to help inform our product roadmap, test new features, and provide feedback on our current products. They are an integral part of how we sell and service our Hubs. Our HubSpot Partner Advisory Council (“~~PAC”~~Partner Advisory Council”) has proven to be an invaluable resource as we work to better communicate with our partner network, gather valuable feedback around our products and the partner program, and make improvements along the way. During ~~2020,~~2022, we had five geography-specific ~~PACs~~Partner Advisory Councils to help understand and drive value in each region: North America, Latin America, EMEA, Australia and New Zealand, and Southeast Asia and India. We also conduct regular surveys to gather feedback on specific topics from the broader partner community. These feedback mechanisms yield valuable insights for customers, our partner community, and HubSpot.
Responsive Actions	~~Our~~During 2022, a key focus area for partners and HubSpot was updating the commissions strategy. Partners provided feedback on sourcing, co-selling, and servicing complex customers on an ongoing basis. As a result, we announced a new commissions strategy in February 2023 with the focus of rewarding partners who actively source, co-sell with HubSpot’s sales team, and provide discrete and ongoing managed services for complex customer needs. To further enable these changes, we introduced a new “Partner Connections” tool to help customers and HubSpot teams better identify and engage with partners based on customer needs and partner ~~community has repeatedly requested feature updates to the Marketing Hub Enterprise tier. Accordingly,~~expertise. We also enhanced our event strategy with even more partner-focused and joint go-to-market content, resulting in ~~January 2020, we launched our new Marketing Hub Enterprise, which helps make our partners more competitive against their alternatives.~~ ~~In April 2020, we launched our new CMS Hub in response to feedback from our~~continued record-high partner ~~community, who will help drive the go-to-market~~NPS for ~~this product.~~events like Partner Kickoff.

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Stockholder Engagement
~~Stockholder Engagement~~
Engagement Process	We welcome and value the views and insights of our stockholders and conduct regular outreach to connect with our stockholders to ensure open lines of communication. Our investor relations team, along with our CEO, co-founder and ~~CFO,~~Chief Technology Officer (“CTO”) and Chief Financial Officer (“CFO”), aims to regularly meet with our stockholders at least once a year to better understand their perspective on a wide range of strategy and business ~~issues.~~topics. In addition, on an annual basis, we engage with our largest stockholders to solicit their perspectives and discuss our governance and executive compensation policies and practices with the goal of using their feedback to inform our future governance and executive compensation decisions. In ~~2020,~~2022, we proactively reached out ~~via e-mail~~ to ~~ten~~twelve of our top institutional stockholders and ultimately held meetings with ~~seven~~six stockholders representing over 32% of our outstanding common stock, ~~at the time~~including four of ~~such meetings.~~our top five stockholders, as of December 31, 2022. These conversations covered a wide range of topics, ~~including:~~including corporate governance ~~practices;~~practices, board structure and ~~composition;~~composition, executive compensation policies and ~~practices;~~practices, and practices relating to ~~environmental, social,~~ESG matters. Our former General Counsel, our head of investor relations, and ~~governance,~~either our CEO, Executive Chairperson, Chair of the Nominating and ESG Committee, or ~~ESG, matters.~~Lead Independent Director participated in these conversations. The feedback we receive from our stockholders through these activities is regularly communicated to the Nominating and ~~Corporate Governance~~ESG Committee and Compensation Committee. After careful review, our Nominating and ~~Corporate Governance~~ESG Committee and Compensation Committee recommend to the Board whether enhancements to our company’s policies and practices are required to respond to stockholder concerns or expectations relating to new issues or emerging trends. We believe it is important to continue to engage with our stockholders on a regular basis to understand their perspectives and to give them a voice in shaping our governance and executive compensation policies and practices.

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~20

Responsive Actions

In response to stockholder feedback, we took the following actions:

In January 2022, the Board approved an amendment to our 2014 Stock Option and Incentive Plan to eliminate, on a prospective basis, the “evergreen” provision of the plan, which provided for automatic annual cumulative increases in the number of shares of our common stock available for issuance under the plan. The final “evergreen” increase under the plan was effective as of January 1, 2022. As a result of the amendment, no further “evergreen” increases will occur under the plan.

In April ~~2018,~~2022, the Board unanimously approved a further amendment and restatement of the company’s by-laws to ~~institute~~provide for proxy access.

In March 2023, the Compensation Committee determined that a ~~majority voting standard.~~

~~In September 2019,~~portion of the ~~Nominating~~target value of annual equity grants made to certain of our named executive officers would be in the form of performance-based awards and ~~Corporate Governance Committee recommended, and we formed, an internal, cross-functional committee to focus on ESG matters.~~

~~In December 2019, we amended~~approved the ~~Nominating and Corporate Governance Committee charter to include the review and oversight by the committee over ESG matters.~~

~~In January 2021, to further encourage diversity~~grant of ~~thought among our Board, we were proud to appoint our first Black director, Nick Caldwell,~~performance-based RSU awards to our such named executive officers that are earned and vest only if we meet certain pre-defined financial metrics.

We have included in this Proxy Statement a Board Skills and Experience Matrix, which reflects key types of experience, qualifications, attributes and skills we value in directors and consider in evaluating the composition of our Board.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.2120

SECURITY OWNERSHIP OF CERTAIN ~~BENEFICIAL~~BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of March 1, ~~2021,~~2023, for:

•

each person known by us to be the beneficial owner of more than 5% of our common stock;

•

our named executive officers;

•

each of our directors and director nominees; and

•

all executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as noted by footnote, and subject to community property laws where applicable, we believe, based on the information provided to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

The table lists applicable percentage ownership based on ~~46,582,819~~49,405,435 shares of common stock outstanding as of March 1, ~~2021~~2023 unless indicated otherwise. Options to purchase shares of our common stock that are exercisable, and shares of our common stock that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, ~~2021,~~2023, are deemed to be beneficially owned by the persons holding these options or RSUs, as applicable, for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage. Unless otherwise indicated, the address for each beneficial owner is c/o HubSpot, Inc. ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141.


	Number of Shares
Name of Beneficial Owner	Beneficially Owned		Percentage
5% Stockholders
T. Rowe Price Associates, Inc. (1)		4,522,579		9.2	%
The Vanguard Group (2)		4,443,937		9.0	%
BlackRock, Inc. (3)		3,540,294		7.2	%
FMR LLC (4)		2,758,912		5.6	%
Executive Officers and Directors
Kate Bueker (5)		53,695	*
Nick Caldwell (6)		1,362	*
Ron Gill (7)		11,019	*
Brian Halligan (8)		731,488		1.5	%
Alyssa Harvey Dawson (9)	-
Claire Hughes Johnson (10)		592	*
John Kelleher (11)		400	*
Lorrie Norrington (12)		6,009	*
Yamini Rangan (13)		42,116	*
Avanish Sahai (14)		6,282	*
Dharmesh Shah (15)		1,557,439		3.1	%
Jay Simons (16)		10,998	*
Jill Ward (17)		7,957	*
All executive officers and directors as a group (13 persons) (18)		2,429,357		4.9	%

* Represents beneficial ownership of less than 1% of our outstanding common stock.

Number of
Shares

Name of Beneficial Owner

Beneficially
Owned

Percentage

5% Stockholders

The Vanguard Group (1)

3,961,986

8.63
%
FMR LLC (2)

3,239,440

7.05
%
T. Rowe Price Associates, Inc. (3)

3,016,810

6.50
%
BlackRock, Inc. (4)

2,609,096

5.70
%
Executive Officers and Directors

Kate Bueker (5)

28,333

*

Nick Caldwell (6)

-

*

Ron Gill (7)

16,291

*

Brian Halligan (8)

938,108

2.0
%
Julie Herendeen (9)

9,166

*

John Kelleher (10)

74,641

*

Lorrie Norrington (11)

7,570

*

Yamini Rangan (12)

12,233

*

Avanish Sahai (13)

3,761

*

Dharmesh Shah (14)

1,659,668

3.6
%
JD Sherman (15)

47,884

*

Jay Simons (16)

8,477

*

Jill Ward (17)

5,436

*

All executive officers and directors as a group (13 persons) (18)

2,811,568

6.0
%
(1)

This information is as of December 31, 2022 and is based solely on a Schedule 13G jointly filed by T. Rowe Price Associates, Inc. (“Price Associates”) and T. Rowe Price New Horizons Fund, Inc. (“Price New Horizons Fund”, and together with Price Associates, “T. Rowe”) with the SEC on February 14, 2023. Price Associates reports sole voting power over 1,324,979 shares and sole dispositive power over 4,522,579 shares. Price New Horizons Fund reports sole voting power over 2,444,248 shares. The address of T. Rowe is 100 East Pratt Street, Baltimore, Maryland 21202.

(2)

This information is as of December 30, 2022 and is based solely on a Schedule 13G filed by The Vanguard Group with the SEC on February 9, 2023. The Vanguard Group reports shared voting power over 36,628 shares, sole dispositive power over 4,341,882 shares, and shared dispositive power over 102,055 shares. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(3)

This information is as of December 31, 2022 and is based solely on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 3, 2023. BlackRock reports sole voting power over 3,216,961 shares and sole dispositive power over 3,540,294 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.

(4)

This information is as of December 31, 2022 and is based solely on a Schedule 13G jointly filed by FMR LLC (“FMR”) and Abigail P. Johnson (“Ms. Johnson”) with the SEC on February 9, 2023. FMR reports sole voting power over 2,556,249 shares and sole dispositive power over

*	~~Represents beneficial ownership of less than 1% of our outstanding common stock.~~

~~(1)~~

This information is as of December 31, 2020 and is based solely on a Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2021. The Vanguard Group reports shared voting power over 41,744 shares, sole dispositive power over 3,887,598 shares, and shared dispositive power over 74,388 shares. The percent owned is based on the calculation provided by The Vanguard Group Schedule 13G. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

~~(2)~~

This information is as of December 31, 2020 and is based solely on a Schedule 13G filed by FMR LLC (“FMR”) with the SEC on January 11, 2021. FMR reports sole voting power over 705,067 shares and sole dispositive power over 3,239,440 shares. The percent owned is based on the calculation provided by the FMR Schedule 13G. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210.

~~(3)~~

This information is as of December 31, 2020 and is based solely on a Schedule 13G filed by T. Rowe Price Associates, Inc. (“T. Rowe”) with the SEC on February 16, 2021. T. Rowe reports sole voting power over 812,885 shares and sole dispositive power over 3,016,810 shares. The percent owned is based on the calculation provided by the T. Rowe Schedule 13G. The address of T. Rowe is 100 East Pratt Street, Baltimore, Maryland 21202.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.2221

~~(4)~~

This information is as of December 31, 2020 and is based solely on a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 5, 2021. BlackRock reports sole voting power over 2,361,436 shares and sole dispositive power over 2,609,096 shares. The percent owned is based on the calculation provided by the BlackRock Schedule 13G. The address of BlackRock is 55 East 52^nd ~~Street, New York, New York 10055.~~

2,758,912 shares. Ms. Johnson reports sole dispositive power over 2,758,912 shares. Ms. Johnson is a director, the chairman and the chief executive officer of FMR. The address of FMR and Ms. Johnson is 245 Summer Street, Boston, Massachusetts 02210.

~~(5)~~

Consists of (i) 9,787 shares of common stock held directly by Ms. Bueker and (ii) 18,546 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2021.

(5)

Consists of (i) 23,951 shares of common stock held directly by Ms. Bueker and (ii) 29,744 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2023.

~~(6)~~

~~Mr. Caldwell joined the Board on January 14, 2021.~~

(6)

Consists of (i) 659 shares of common stock held directly by Mr. Caldwell and (ii) 703 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2023.

~~(7)~~

~~Consists of (i) 4,877 shares of common stock held directly by Mr. Gill and (ii) 11,414 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(7)

Consists of (i) 2,505 shares of common stock held directly by Mr. Gill and (ii) 8,514 shares issuable upon exercise of stock options within 60 days of March 1, 2023.

~~(8)~~

Consists of (i) 622,221 shares of common stock held directly by Mr. Halligan and (ii) 315,887 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2021.

(8)

Consists of (i) 600,419 shares of common stock held directly by Mr. Halligan and (ii) 131,069 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2023.

~~(9)~~

~~Consists of (i) 6,078 shares of common stock held directly by Ms. Herendeen and (ii) 3,088 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(9)

Ms. Harvey Dawson joined the Company as Chief Legal Officer on November 14, 2022.

~~(10)~~

Consists of (i) 37,113 shares of common stock held directly by Mr. Kelleher and (ii) 37,528 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2021.

(10)

Consists of (i) 215 shares of common stock held directly by Ms. Hughes Johnson and (ii) 377 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2023.

~~(11)~~

~~Consists of (i) 2,346 shares of common stock held directly by Ms. Norrington and (ii) 5,224 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(11)

Consists of 400 shares of common stock held directly by Mr. Kelleher. Mr. Kelleher resigned as General Counsel and Secretary effective September 6, 2022.

~~(12)~~

~~Consists of (i) 3,110 shares of common stock held directly by Ms. Rangan and (ii) 9,123 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(12)

Consists of (i) 1,670 shares of common stock held directly by Ms. Norrington and (ii) 4,339 shares issuable upon exercise of stock options within 60 days of March 1, 2022.

~~(13)~~

~~Consists of (i) 2,078 shares of common stock held directly by Mr. Sahai and (ii) 1,683 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(13)

Consists of (i) 20,901 shares of common stock held directly by Ms. Rangan and (ii) 21,215 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2023.

~~(14)~~

Consists of (i) 1,524,132 shares of common stock held directly by Mr. Shah, (ii) 75,536 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2021, (iii) 34,000 shares held by the Polaris I Trust, for which Mr. Shah serves as trustee, and (iv) 26,000 shares held by the Polaris II Trust, for which Mr. Shah serves as trustee. Mr. Shah disclaims beneficial ownership of the securities held by the Polaris I Trust and the Polaris II Trust in excess of his pecuniary interest therein.

(14)

Consists of (i) 3,348 shares of common stock held directly by Mr. Sahai and (ii) 2,934 shares issuable upon exercise of stock options within 60 days of March 1, 2023.

~~(15)~~

~~Consists of 47,884 shares of common stock held directly by Mr. Sherman. Mr. Sherman stepped down from his position as President and Chief Operating Officer of the company on July 1, 2020.~~

(15)

Consists of (i) 1,429,469 shares of common stock held directly by Mr. Shah, (ii) 85,970 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2022, (iii) 16,000 shares held by the Polaris I Trust, for which Mr. Shah serves as trustee, and (iv) 26,000 shares held by the Polaris II Trust, for which Mr. Shah serves as trustee. Mr. Shah disclaims beneficial ownership of the securities held by the Polaris I Trust and the Polaris II Trust in excess of his pecuniary interest therein.

~~(16)~~

~~Consists of (i) 4,623 shares of common stock held directly by Mr. Simons and (ii) 3,854 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(16)

Consists of (i) 5,893 shares of common stock held directly by Mr. Simons and (ii) 5,105 shares issuable upon exercise of stock options within 60 days of March 1, 2023.

~~(17)~~

~~Consists of (i) 2,960 shares of common stock held directly by Ms. Ward and (ii) 2,476 shares issuable upon exercise of stock options within 60 days of March 1, 2021.~~

(17)

Consists of (i) 4,230 shares of common stock held directly by Ms. Ward and (ii) 3,727 shares issuable upon exercise of stock options within 60 days of March 1, 2023.

~~(18)~~

See footnotes 5 through 17 above. Includes (i) 2,267,209 shares of common stock held directly or indirectly by the directors and executive officers, (ii) 484,359 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2021, and (iii) 60,000 trust shares for our directors and executive officers.

(18)

See footnotes 5 through 17 above. Includes (i) 2,135,660 shares of common stock held directly or indirectly by the directors and executive officers, (ii) 293,697 shares issuable upon exercise of stock options, and/or that may be acquired upon the vesting of RSUs, in each case, within 60 days of March 1, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all such reports.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for ~~2020,~~2022, all required reports were filed on a timely basis under Section 16(a), except that Ms. ~~Norrington~~Rangan, Mr. Halligan, Mr. Shah, and Mr. Kelleher each had one late Form 4 ~~transaction~~filing due to an administrative oversight. The Form 4s were subsequently filed on February 9, 2022.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.2322

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes how our executive compensation program is designed and operates with respect to our named executive officers. For ~~2020,~~2022, our named executive officers were:


Name		Title
~~Brian Halligan~~Yamini Rangan		Chief Executive Officer, President, and Director
Kate Bueker		Chief Financial Officer and Treasurer
~~Yamini Rangan~~Brian Halligan		~~Chief Customer Officer (joined on January 8, 2020)~~Co-founder and Executive Chairperson of the Board
~~Dharmesh Shah~~John Kelleher (1)		~~Chief Technology Officer~~Former General Counsel and Secretary
~~John Kelleher~~Alyssa Harvey Dawson (2)		~~General Counsel~~Chief Legal Officer and Secretary
~~JD Sherman~~Dharmesh Shah		~~Former President~~Co-founder, Chief Technology Officer, and ~~Chief Operating Officer (until July 1, 2020)~~Director

(1)

Mr. Kelleher resigned as General Counsel and Secretary and his employment with the company terminated effective as of September 6, 2022.

(2)

Ms. Harvey Dawson joined the company as Chief Legal Officer on November 14, 2022.

Executive Summary

Business Overview

We help scaling companies deliver a delightful customer experience through our cloud-based customer relationship management platform, which we refer to in this Compensation Discussion and Analysis as our CRM Platform. Our CRM Platform includes marketing, sales, service, operations, and a ~~content management system (“CMS”),~~CMS, as well as other tools, integrations, and ~~integrations,~~a native payment solution, that enable companies to attract, engage, and delight customers throughout the customer experience. Additionally, we provide education, services and support to help customers be successful with our ~~platform.~~CRM Platform.

We are headquartered in Cambridge, Massachusetts and have international offices in Dublin, Ireland; Singapore; Sydney, Australia; Tokyo, Japan; Berlin, Germany; Bogotá, Colombia, Paris, France; and Ghent, Belgium. We were proud to be named a Best Place to Work in 2020 and 2021 by Glassdoor. We have also been recognized as a top workplace in 2020 by Great Place to Work, the Boston Globe, the Boston Business Journal, and more. We were also honored inmaintain a number of ~~categories~~international offices across the world. As of December 31, 2022, we had 7,433 full-time employees.

On January 25, 2023, the Board authorized a restructuring plan (the “Plan”) designed to reduce operating costs and enable investment in key opportunities for long-term growth while driving continued profitability. The Plan included a reduction of the company’s current workforce by ~~Comparably's workplace awards in 2020 including Best CEOs, Best Companies for Women, Best Companies for Diversity, Best Overall Company Culture,~~approximately 7% and a ~~Best Company for Employee Happiness.~~lease consolidation to create higher density across our workspaces.

~~Impact of COVID-19~~

In March 2020, we took immediate and decisive steps to mitigate the COVID-19 pandemic’s impact on our customers and partners by reducing prices on certain products in our Starter tier, temporarily suspending marketing email send limits, offering a one-time six-month advance on commissions to certain Solutions Partners, and providing discounts and flexible payment terms to customers under more severe short-term financial strain.2023 PROXY STATEMENT | HubSpot, Inc.23

While the scope and duration of the pandemic remain uncertain, we plan to continue making investments that support business growth and help our customers grow better. We also plan to develop new products and applications to extend the functionality of our CRM Platform and drive value for our customers, while maintaining exceptional customer service and support.

We are grateful for our team’s efforts in accelerating our strategic priorities to serve our customers in new and differentiated ways and achieving a variety of important financial and operational accomplishments, including those summarized below. We believe these actions have put us in a strong position to fund our longer term growth strategies and support our business despite the challenges brought on by COVID-19.

~~2020~~2022 Financial Highlights

~~During 2020, we surpassed 100,000 paying~~Forthe full year of 2022, revenue growth was 39% year-over-year in constant currency, and 33% as-reported. We ended 2022 with more than 167,000 customers, growing 24% year-over-year, and ~~reached $1~~nearly $2 billion in annual recurring revenue (as defined below)~~, marking two important milestones in our nearly 15-year history. Despite the COVID-19 pandemic,~~. Overall, we delivered strong ~~growth~~financial and ~~financial~~operating performance in ~~fiscal year 2020,~~2022, despite the increasingly challenging macroeconomic environment, including:

•

Revenue. Our as-reported revenuegrew ~~31%~~33% year-over-year to ~~$883.0 million.~~

$1.731 billion.

•

~~Operating Margin.~~ Our GAAP operating margin expanded 1.2 percentage points year-over-year to (5.8)%, and our non-GAAP operating margin expanded 0.4 percentage points to 8.5%. Non-GAAP operating margin is the ratio of the non-GAAP operating income for a period (which excludes stock-based compensation expense, the amortization of acquired intangibles, and acquisition-related expenses) to our revenue for the period.

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~24

~~Free Cash Flow.~~ ~~Our free cash flow grew 22% year-over-year to $79.1 million compared to $65.1 million in 2019.~~

Total Customers. Our total customer count grew to ~~103,994~~167,386 at December 31, ~~2020,~~2022, up ~~40%~~24% year-over-year.

~~2020~~2022 Performance Highlights

In addition to our strong financial performance in ~~2020,~~2022, we delivered numerous product launches and enhancements to our existing products designed to give companies a greater ability to unify their marketing, sales, service, and ~~service~~operations efforts and build a delightful customer experience, including:

•

A new and improved Service Hub, our customer service software that enables companies to prioritize the ~~relaunch of the company’s Marketing Hub Enterprise~~customer experience with an easy and ~~Sales Hub Enterprise offerings, marking the most significant expansions of HubSpot’s enterprise-tier products to date;~~

connected platform that delivers authentic service;

•

~~the introduction of marketing contacts,~~CMS Hub free, a new ~~pricing model that allows customers to only pay for the contacts they want to market to via email or ads;~~

~~the launch~~tier of ~~CMS Hub, a standalone~~our existing web content management system that ~~represents~~gives marketers and developers even more tools to generate business through their websites;and

•

A new native integration for WhatsApp that allows teams to connect an existing WhatsApp business account to their shared inbox to communicate with prospects and customers, while also leveraging powerful data within HubSpot’s CRM.

We also announced over 80 new product enhancements at INBOUND 2022, including new Payments features, CRM extensibility tools, and core improvements such as customer journey analytics, along with the ~~company’s fourth product hub;~~launch of connect.com, a new connected community for growth professionals that helps them build strong relationships with their peers and community.

We have delivered significant long-term total stockholder return (“TSR”), as evidenced by the chart below, which shows how an initial investment of $100 in HubSpot on December 31, ~~2014~~2016 would have grown to ~~$1,180~~$615 on December 31, ~~2020.~~2022. The chart also compares TSR on an investment in our common stock to the same investment in the S&P 500 Index and the Nasdaq Computer Index over the last six fiscal years.

~~As evidenced by the table above, our~~Our stock price has been consistently strong since we went public in 2014. The stock price for our initial public offering on October 9, 2014 was $25.00 per share. Our closing stock price on December ~~31, 2020~~30, 2022, the last trading day of 2022, was ~~$396.44~~$289.13 per share, approximately ~~15.86~~11.57 times our stock price at our initial public offering.

Our Compensation Committee designs our executive compensation program with the goal of attracting, motivating, rewarding, and retaining high-caliber executive officers, while simultaneously promoting the achievement of key company performance measures to align the incentives of our executive officers with our stockholders’ interests. We compete with many other public and private companies within our region and across the country for executives. Accordingly, the Compensation Committee generally targets overall compensation for our executive officers to be competitive in our industry and across the country. Variations in this target compensation may occur depending on the experience level of the individual and other market factors, such as the demand for executives with certain skills and experience and the costs associated with recruiting qualified executives from other established companies. We intend to provide a competitive total compensation package and believe in sharing our success with our executive officers, as well as our other employees, when our objectives are met.

We endeavor to maintain strong executive compensation policies and practices as summarized below:

The compensation of our named executive officers in ~~2020~~2022 consisted of the following elements:

Each of the elements of our executive compensation program is discussed in more detail below. Our compensation elements are designed to be flexible, to complement each other and to serve the compensation objectives described above. While we have not adopted any formal policies for allocating compensation between fixed and variable compensation, we generally target our long-term incentive compensation to be a significant majority of target total direct compensation. Our mix of compensation elements is designed to reward short-term results and motivate long-term performance through a combination of short-term cash and long-term equity awards.

The Compensation Committee of our Board oversees our executive compensation program and annually reviews and approves all executive compensation decisions. The Compensation Committee meets several times near the beginning of each fiscal year to review our executive compensation programs, establish the company performance measures used to set the annual cash bonus opportunities for the fiscal year and review the target total direct compensation for our executive officers to ensure consistency with our overall compensation philosophy. As part of this executive compensation review, the Compensation Committee is provided with relevant information, such as the competitive market data described further below, to use as a reference when determining each individual compensation element and target total direct compensation levels.

Our ~~Chief Executive Officer~~CEO and ~~Chief Financial Officer~~CFO assist ~~and our former President and Chief Operating Officer assisted,~~ the Compensation Committee in identifying the key performance and incentive measures that may be used in setting annual cash bonus opportunities and also provide input on key contributors and performers within the company so as to ensure their compensation accurately reflects their responsibilities, performance, experience levels, and expected future contributions. Our ~~Chief Executive Officer~~CEO makes ~~and our former President and Chief Operating Officer made,~~ recommendations to the Compensation Committee regarding the compensation for our executive officers (except with respect to ~~their~~his or her own compensation). No executive officer participated in the final deliberations or determinations regarding his or her own compensation package, except for Ms. Rangan and Messrs. Halligan and Shah, who each requested that ~~his~~their respective base ~~salary~~salaries be ~~reduced to~~maintained at $1 for ~~2020~~2022 and elected to forego any cash bonus awards.

The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For ~~2020,~~2022, the Compensation Committee retained the services of Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its independent compensation consultant and to review and advise on the principal aspects of our executive compensation program. The executive compensation program services of Compensia included providing ~~recommendations~~input regarding the selection of compensation peer group companies, analyzing publicly available compensation data of peer group companies, compensation survey data, and other publicly available data to assess the competitive market for executive talent, and reviewing and advising on the target total direct compensation opportunities for our executive officers, including base salaries, annual cash bonus compensation, and long-term incentive compensation. In addition, Compensia also reviewed Board compensation and provided market practices for equity compensation design.

In compliance with the disclosure requirements of the SEC regarding the independence of compensation consultants, the Compensation Committee has assessed each of the six independence factors established by the SEC and adopted by the NYSE and has determined that the engagement of and work performed by Compensia does not raise any conflicts of interest or similar concerns. In addition, the Compensation Committee evaluated the independence of its other outside advisors, ~~to the Compensation Committee,~~ including outside legal counsel, considering the same independence factors and concluded their work for the Compensation Committee does not raise any conflicts of interest.

Compensia reports directly to the Compensation Committee and does not provide any non-compensation related services to the company. Compensia does not make specific compensation-related recommendations, although it does use the competitive market data described below to provide ranges for base salary, target annual cash bonus awards, and long-term incentive compensation awards ~~that are consistent with~~within the company’s compensation peer group and relevant compensation survey data for the Compensation Committee to consider. Compensia attends certain Compensation Committee meetings, executive sessions, and preparatory meetings with the committee chair and certain executive officers, as requested by the Compensation Committee.

The Compensation Committee directs Compensia to provide it with competitive market data and analysis based on a select group of peer companies and published compensation survey data, as well as information about current market practices and trends, compensation structures, and peer group compensation ranges. The competitive market data Compensia provides is based on a compensation peer group selected and approved by the Compensation Committee with input and guidance from Compensia and published compensation survey data in cases where there is insufficient data for specific executive positions within the peer group companies. The compensation peer group is comprised of companies that are considered similar to us at the time of selection based on industry, business focus, and various financial criteria, including revenue, market capitalization, and revenue growth rate.

For its review and analysis of the compensation of our ~~Named Executive Officers~~named executive officers for ~~fiscal year 2020,~~2022, the Compensation Committee approved the following 18 companies as our compensation peer group:

(1) As of November 22, 2022, Zendesk, Inc. is no longer a publicly traded company.

Because publicly-available compensation data is generally limited to that of a company’s ~~Chief Executive Officer, Chief Financial Officer,~~chief executive officer, chief financial officer, and up to three most highly-compensated executive officers (other than the ~~Chief Executive Officer~~chief executive officer and the ~~Chief Financial Officer)~~chief financial officer), the Compensation Committee also utilized compensation data based on a custom cut of the Radford Global Technology Survey (which is based on the peer group companies with additional similarly sized companies in order to provide sufficient market data for all of the executive positions) in reviewing, analyzing, and determining the compensation for ~~Mmes. Bueker and Rangan and Messrs. Kelleher, Shah, and Sherman.~~the named executive officers.

The Compensation Committee selected the companies in our compensation peer group and utilized the data drawn from the Radford Global Technology Survey because it believes that these companies compete with us for executive talent and were similar to us in terms of industry, revenue, market capitalization, and revenue growth rate. The Compensation Committee also determined that the companies in the compensation peer group generally have executive officer positions that are comparable to ours in terms of breadth, complexity, and scope of responsibilities.

While we compete for executive talent to some degree with companies that have revenues significantly in excess of those represented in the compensation peer group and published compensation surveys, we believe that the companies represented similarly compete for talent with such larger companies and hence are an appropriate comparison for our employment market. The Compensation Committee uses competitive market data as one factor when making compensation decisions, understanding that such data cannot be applied formulaically, and has historically taken into account other data, including input from the members of the Compensation Committee based on their experience in compensation matters.

The Compensation Committee reviews the compensation peer group annually and may replace some or all of the companies with others from time to time as changes in market positions and company size, including our own, may suggest more representative peer group companies.

At our June ~~17, 2020~~7, 2022 annual meeting of stockholders, approximately ~~97.6%~~91.24% of the votes cast on the non-binding, advisory say-on-pay proposal were voted to approve the ~~2019~~2021 compensation of our named executive officers. The Compensation Committee believes that the vote outcome indicates that stockholders generally approve of the structure of our executive compensation program. In light of the ~~2020~~results of the advisory say-on-pay vote ~~results,~~on the 2021 compensation of our named executive officers, the Compensation Committee structured executive compensation for ~~2020~~2022 in a manner that was generally consistent with our ~~2019~~2021 executive compensation ~~program. Stockholders~~program (taking into account that 2022 was Ms. Rangan’s first full year as CEO). In addition, stockholders will have an opportunity annually to cast a non-binding, advisory say-on-pay vote on the compensation of our named executive officers.

Our Board and executive team actively seek and highly value the views and insights of our stockholders. In 2022, we reached out to our top twelve institutional stockholders and ultimately held meetings with six stockholders representing over 32% of our outstanding common stock, including four of our top five stockholders, as of December 31, 2022. These conversations covered a wide range of topics, including our executive compensation policies and practices. In January 2022, in response to feedback from our stockholders, the Board approved an amendment to our 2014 Stock Option and Incentive Plan to eliminate, on a prospective basis, the “evergreen” provision of that plan. The final “evergreen” increase under the 2014 Stock Option and Incentive Plan was effective as of January 1, 2022 and no further “evergreen” increases will occur under the plan.

During our discussions with investors, we received feedback on the use of long-term equity awards with performance-based vesting features (“performance awards”). Specifically, while some investors have asked us to consider adding performance awards as an element of our executive compensation program, other investors indicated that they believe that stock options are inherently performance-based and/or are satisfied with the ability of our current long-term incentive compensation to motivate our executives to drive stockholder value. In 2023, based in part on investor feedback and our commitment to long-term impact and performance, the Compensation Committee approved performance-based RSU awards to certain of our named executive officers (Mmes. Rangan and Bueker and Messrs. Shah and Halligan), which are earned and vest only if certain pre-defined financial performance metrics are achieved.

Base salaries for our named executive officers were established initially at the time the individual was hired, taking into account competitive market data provided by the Compensation Committee’s compensation consultant, if applicable, and internal pay parity considerations, as well as the individual’s qualifications and experience. The base salaries of our named executive officers are reviewed by our ~~Chief Executive Officer and were reviewed by our former President and Chief Operating Officer~~CEO and are approved annually by the Compensation Committee. Adjustments to base salaries are also based on:

The Compensation Committee does not assign a specific weight to any single factor in making decisions regarding base salary adjustments.

In January ~~2020,~~2022, after reviewing the base salaries of our named executive officers compared to similarly situated executives at the companies in our compensation peer group and the relevant compensation survey data, assessing both company and individual performance in ~~2019,~~2021, as well as reviewing internal parity among our named executive officers, the Compensation Committee made adjustments to the base salaries for Ms. Bueker and ~~Messrs. Kelleher and Sherman.~~Mr. Kelleher. As they did in ~~2019,~~2021, Ms. Rangan and Messrs. Halligan and Shah each requested that ~~his~~their respective base ~~salary~~salaries be maintained at $1 for ~~2020.~~2022.

The following table sets forth the base salaries for our named executive officers for fiscal ~~2019~~2021 and ~~2020:~~2022:

We provide annual performance-based cash bonus opportunities linked to the achievement of pre-established corporate performance goals under our ~~Senior Executive~~Management Cash Incentive Bonus Plan (the “Bonus Plan”) to our named executive officers. The Compensation Committee believes that the annual performance measures used in the Bonus Plan contribute to driving long-term stockholder value, play an important role in influencing executive performance, and are an important element of our executive compensation program to help attract, motivate, reward, and retain our executive officers and other employees.

Under the Bonus Plan, each year (generally during ~~the first quarter)~~January) the Compensation Committee approves company-wide performance objectives, which serve as the basis for determining the eligibility for, and amount of, bonuses to be paid under the ~~program.~~Bonus Plan. Typically, performance under the Bonus Plan is measured and paid out semi-annually as of June 30th and December 31st each year. After the end of each six-month period, the Compensation Committee reviews our actual achievement against the target levels for the pre-established performance measures and determines the bonuses, if any, to be paid under the ~~program.~~Bonus Plan. The Compensation Committee may increase or decrease awards under the Bonus Plan in its discretion based on factors the ~~committee~~Compensation Committee deems appropriate.

~~2020~~2022 Target Annual Cash Bonus ~~Opportunity.~~ Opportunities. To establish our named executive officers’ individual target annual cash bonus opportunities (expressed as a percentage of base salary), the Compensation Committee considers

competitive market data prepared by its compensation consultant, and the level, position, objectives, and scope of responsibility of each executive officer, as well as considerations of internal parity among similarly situated executives.

In January ~~2020,~~2022, based on its review of our executive compensation program, competitive market data, and the other factors described above, the Compensation Committee approved the following target annual cash bonus opportunities for ~~the~~our named executive officers, which remained unchanged from ~~2019~~2021 levels. As in ~~2019,~~2021, Ms. Rangan and Messrs. Halligan and Shah voluntarily requested to forego any annual cash bonuses under the Bonus Plan for 2020. In connection with his transition from the company, Mr. Sherman was not eligible for a cash bonus under the Bonus Plan for the six-month period ended December 31, 2020. Pursuant to the company’s policy for all new employees and as reflected in her offer letter, dated October 25, 2019, Ms. Rangan was entitled to receive a cash bonus for her first semi-annual bonus period payable at 100% achievement of the bonus performance measures, regardless of actual performance during the applicable period.2022.

The following table sets forth the target annual cash bonus opportunities for our named executive officers under our Bonus Plan for ~~2020:~~2022:

~~2020~~2022 Annual Cash Bonus Performance Measures. For ~~2020,~~2022, the Compensation Committee selected the following two performance measures: (1) annual recurring revenue (“ARR”) install base and (2) non-GAAP operating income (loss). as the measures for the Bonus Plan. Performance is measured on a cumulative basis biannually as of June 30, ~~2020~~2022 and December 31, ~~2020.~~2022. The performance measures are weighted as follows: 70% for ARR and 30% for non-GAAP operating income (loss).

For purposes of the Bonus Plan, we ~~define “ARR”~~define“ARR” as the annual value of our customer subscription contracts as of the specified point in time excluding any commissions owed to our partners. For each Hub, this is the sum of customer ARR for the Starter, Basic, Professional and Enterprise subscriptions, plus applicable contacts (marketing only), Seats, or Add-Ons (e.g. reporting or ads). For multi-product customers, their ARR would be distributed across based on the value of each SKU/Hub for which they pay. In 2022, we began including our payments revenue run rate, defined as, on an annualized basis, the trailing three months of payments revenue, into the annual value of our customer subscription contracts. ARR can differ from revenue due to several factors. ARR is converted into U.S. dollars at fixed rates that are held consistent over time and may vary from those used for revenue or deferred revenue. ARR would exclude any impact for bad debt and partner commissions (as noted above) and would also differ from revenue due to timing of revenue recognition. We define “non-GAAP operating income (loss)” as operating income (loss), calculated in accordance with GAAP, excluding our stock-based compensation expense, the amortization of acquired intangibles, acquisition-related expenses, gains (losses) on the termination of operation leases, loss on disposal of fixed assets, and ~~acquisition-related expenses.~~restructuring charges. The GAAP financial measure most directly comparable to each of these non-GAAP financial measures, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are attached to this proxy as Appendix A.

2022 Annual Cash Bonus Performance Targets, Achievement, and Payout. The Compensation Committee believes the ~~targets~~target levels for the Bonus Plan performance measures should be rigorous and challenging. The Compensation Committee establishes target levels it believes are necessary to provide a competitive overall compensation package in light of each named executive officer’s base salary and to motivate our named executive officers to achieve an aggressive level of growth and profitability.

For ARR, the Compensation Committee established payout levels for ~~50%~~40% (minimum payout), 75%, 100% (target payout), 125%, 150%, 175%, and 200% (maximum payout) achievement, with a sliding scale applied between each payout level. In 2022, the minimum threshold was lowered from 50% to 40% to reflect the larger scale of the Company but the threshold has been returned to 50% for 2023 to remain consistent with operating profit scale.

For non-GAAP operating income (loss), the Compensation Committee established payout levels for 50% (minimum payout), 75%, and 100% (target/maximum payout) achievement, with a sliding scale applied between each payout level.

Due to the weighting of each performance measure (70% for ARR and 30% for non-GAAP operating income (loss)), the maximum payout iswas 170% of ana named executive officer’s target annual cash bonus opportunity:

(70% ARR * 200% Maximum) PLUS (30% non-GAAP operating income (loss) * 100% Maximum)

~~Revised Second Half~~Annual Cash Bonus ~~Performance Target in light of COVID-19 pandemic.~~ In January 2020, the Compensation Committee established the original performance measures and related targets for the semi-annual performance periods under the Bonus Plan, including targets for ARR install base. In light of the COVID-19 pandemic, in May 2020, we revised our previously disclosed financial guidance for the full year of 2020. No changes were made to the targets, performance levels, or resulting payout for the first half of 2020. In July 2020, to incent and motivate our executives in these unprecedented times, the Compensation Committee revised the target for ARR install base that would apply to the second half of 2020 in a manner consistent with the revised financial guidance. The Compensation Committee revised the maximum level of performance for the second half of 2020 at the target level of performance established at the beginning of 2020 (the “Original Target Level”), thereby limiting the full year potential bonus payment under the Bonus Plan to the amount that would have been paid had the Original Target Level been achieved, regardless of whether actual achievement exceeded the Original Target Level. On August 5, 2020, we filed voluntarily a Current Report on Form 8-K with the SEC to disclose this event. Opportunity

The table below shows our ~~2020~~2022 ARR and non-GAAP operating income target levels ~~(both the original targets and the revised targets)~~ compared to our actual results and related achievement:

For the six-month period ended June 30, ~~2020, due to~~2022, we recorded ARR install base of $1.754 billion, which was below the ~~COVID-19 pandemic, we did not achieve the~~targeted ARR ~~target~~performance level of ~~$858.878 million and as~~$1.800 billion. As a result, the payout associated with ARR was ~~0.0%~~28.7%. Our non-GAAP operating income ~~exceeded~~was below the target level of ~~$21.860 million and, as~~$65.5 million. As a result, the payout associated with non-GAAP operating income was ~~100.0%~~25.8%. Based on the weighting of the performance measures, the payout for the first half of ~~2020~~2022 was equal to ~~30.0%~~54.5% of the target annual cash bonus opportunity for that six-month period.

For the six-month period ended December 31, ~~2020,~~2022, we recorded ARR install base of ~~$1,016.498 million,~~$1.991 billion, which ~~surpassed both~~was below the ~~original~~ ARR ~~target level of $976.338 and the revised ARR target level of $915.137 million. The result also surpassed both the original ARR maximum~~minimum performance level of ~~$1,012.450 million and the revised ARR maximum performance level of $976.227 million.~~$2.169 billion. As a result, the payout associated with ARR was ~~200.0%~~0%. Our non-GAAP operating income exceeded the target level of ~~$57.818 million, which did not change from the Original Target Level.~~$165.9 million. As a result, the payout associated with non-GAAP operating income was 100.0%. Based on the weighting of the performance measures, the payout for the second half of ~~2020~~2022 was equal to ~~170.0%~~30% of the target cash bonus opportunity for that six-month period.

The Compensation Committee believed aligning second half ARR performance levels with the company’s revised guidance was necessary to continue to motivate executives to drive stockholder value in the second half of 2020 and over the long-term. The company’s ARR performance recovery in light of the global pandemic was unforeseen at the time the Compensation Committee determined to revise the ARR target for the second half of 2020. The Compensation Committee believes the company’s performance in the second half of 2020 warrants the actual payouts attained.

It is important to note that, the full year potential bonus payment under the Bonus Plan was limited to the amount that would have been paid had we achieved the Original Target Level for the full year. It is also worth noting that, had we maintained the Original Target Level, we would have achieved the maximum result (i.e., 200.0%) for ARR as a result of our strong performance in the second half of 2020.

The above-referenced performance targets should not be interpreted as a prediction of how we will perform in future periods. As described below, the purpose of these objectives was to establish a method for determining the payment of annual cash bonuses.

Accordingly, the annual cash bonuses paid to ~~the~~our named executive officers for ~~2020~~2022 under the Bonus Plan are set forth in the table below.

(4)

Ms. Harvey Dawson joined the company in November 2022 and accordingly received a pro-rated portion of her bonus for the six-month period ended December 31, 2022.

~~(2)~~

Pursuant to the company’s policy for all new employees and as reflected in her offer letter, dated October 25, 2019, Ms. Rangan was entitled to receive a cash bonus for her first semi-annual bonus period payable at 100% achievement of the bonus performance measures, regardless of actual performance during the applicable period. As a result, Ms. Rangan’s bonus for the first half of 2020 was paid at 100% achievement of the bonus performance measures instead of 30%.

~~(3)~~

Mr. Sherman served as our President and Chief Operating Officer until July 1, 2020. In connection with his transition from the company, Mr. Sherman was not eligible for a cash bonus under the Bonus Plan for the six-month period ended December 31, 2020.

Long-Term Incentive Compensation

The Compensation Committee grants long-term incentive compensation in the form of equity awards to our executive officers, including our named executive officers, on an annual basis, generally in the first quarter of the year. In determining the size of equity awards for our named executive officers, the Compensation Committee reviews competitive market data provided by its compensation consultant and grants awards intended to be competitive with the prevailing market practice. In addition to the competitive market data, the Compensation Committee also considers a number of other factors, including the recommendations of our ~~Chief Executive Officer and, while he was serving, former President and Chief Operating Officer~~CEO (except with respect to ~~their~~his or her own equity awards), the company’s overall performance, the individual executive officer’s performance, the relative ease or difficulty of replacing the executive officer with a well-qualified person and the number of well-qualified candidates available to assume the ~~executive’s~~executive officer’s role, the amount of equity previously awarded to the executive officer as well as the portion of previously awarded equity that remains unvested, and the company’s annual equity burn rates. The Compensation Committee also considers the appropriateness of various equity vehicles, as well as overall program costs (which ~~include~~includes both stockholder dilution and compensation expense), when evaluating the long-term compensation mix. All equity awards are approved by the Compensation Committee.

Stock Options. We grant stock options to our ~~executives~~executive officers to align their interests with those of our stockholders and as an incentive to remain with us. The Compensation Committee believes that options to purchase shares of our common stock, with an exercise price equal to the market price of our common stock on the date of grant, are inherently performance-based and are a very effective tool to motivate our ~~executives~~executive officers to build stockholder value and reinforce our position as a growth company. With stock options, our ~~executives~~executive officers can realize value only to the extent that the market price of our common stock increases during the period that the option is outstanding, which provides a strong incentive to our ~~executives~~executive officers to increase stockholder value. Further, because these options typically vest over a four-year period, they incentivize our ~~executives~~executive officers to build value that can be sustained over time.

Restricted Stock ~~Units (“RSUs”).~~ Unit Awards. We also grant ~~RSUs~~RSU awards to our ~~executives~~executive officers and other employees. ~~RSUs~~RSU awards align the interests of our ~~executives~~executive officers and other employees with those of our stockholders and help manage the dilutive effect of our equity compensation program. Our ~~RSUs~~RSU awards are subject to time-based vesting. Because ~~RSUs~~RSU awards have value to the recipient even in the absence of stock price appreciation, ~~RSUs~~RSU awards help us retain and incentivize employees during periods of market volatility, and also result in our granting fewer shares of common stock than through stock options of equivalent grant date fair value. Our ~~RSUs~~RSU awards typically vest over a four-year period, and we believe that, like stock options, they help incentivize our ~~executives~~executive officers to build value that can be sustained over time.

Approved Equity Award Value and Calculation of Shares. The Compensation Committee typically approves an overall intended target value to be awarded to each executive officer after considering the factors described above. Once the equity award value has been determined, the number of RSUs to be granted to the executive officer is calculated using the average per share closing price of ~~HubSpot’s~~our common stock on the NYSE over the 30 trading days up to and including the date of grant. In the case of options, the number of ~~stock options to be~~underlying shares granted is based on the 30 trading day trailing average fair value (Black-Scholes value) as of the date of grant. As a result, the intended target value of an equity award approved by the Compensation Committee ~~will often~~may differ from the grant date fair value of the stock option and RSU awards as computed in accordance with ASC Topic 718, which is shown in the ~~2020~~2022 Summary Compensation Table.

~~2020~~2022 Equity Awards. In ~~early 2020,~~January 2022, after considering the factors described above, the Compensation Committee approved equity award values for each executive officer, including each named executive officer, and also determined that the mix for the annual equity awards would consist of 25% in value of stock options and 75% in value of RSU awards.

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On January 8, 2020, in connection with her hire, the Compensation Committee awarded Ms. Rangan the following equity awards: (i) an initial equity award valued at $2,600,000, comprised of 75% RSUs and 25% stock options, that vests over four years commencing on January 1, 2020, with 25% vesting on January 1, 2021 and the remaining 75% vesting in equal quarterly increments thereafter; (ii) a sign-on equity award valued at $6,000,000, comprised of 100% RSUs, that vests over four years commencing on January 1, 2020 in equal quarterly increments; and (iii) a sign-on equity award valued at $3,000,000, comprised of 100% RSUs, that vests over two years commencing on January 1, 2020 in equal quarterly increments. In determining the mix and size of Ms. Rangan’s awards, the Compensation Committee reviewed competitive market data provided by its compensation consultant for similarly situated executives, the number of well-qualified candidates available to assume the open Chief Customer Officer position, the amount of compensation forfeited from the prior employer, and internal pay equity among the named executive officers.

The table below shows the intended equity award value approved for our named executive officers and the resulting number of RSUs and shares underlying stock options actually awarded to them on their respective grant dates. We note,

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however, that the reported values in our ~~2020~~2022 Summary Compensation Table may differ from the values reflected below due to fluctuations in our stock price prior to the actual grant date.


Named Executive Officer	Approved Value ($)(1)		Restricted Stock Units (#)		Number of Shares Underlying Stock Options (#)
Yamini Rangan		11,738,152		17,914		13,859
Kate Bueker		3,639,301		5,554		4,297
Brian Halligan		3,184,538		4,860		3,760
John Kelleher		2,001,689		3,055		2,363
Alyssa Harvey Dawson (2)	—		—		—
Dharmesh Shah		2,729,775		4,166		3,223

Named Executive Officer

Approved Value
($)(1)

Restricted Stock
Units (#)

Stock
Options (#)

Brian Halligan

3,700,000

16,034

13,656

Kate Bueker

2,767,500

11,993

10,215

John Kelleher

1,776,000

7,696

6,555

Yamini Rangan (2)

11,600,000

70,333

10,405

Dharmesh Shah

1,700,000

7,367

6,274

JD Sherman (3)

3,192,000

13,833

11,781

(1)

Represents the award values approved by the Compensation Committee. The grant date fair value of the stock option and RSU awards as computed in accordance with ASC Topic 718 is reported in the 2022 Summary Compensation Table.

(2)

Ms. Harvey Dawson joined the company in November of 2022, and in connection with her hiring, she was granted an equity award in January 2023.

~~(1)~~

As approved by the Compensation Committee on January 29, 2020. The grant date fair value of the stock option and RSU awards as computed in accordance with ASC Topic 718 is reported in the 2020 Summary Compensation Table.

~~(2)~~

~~Ms. Rangan was appointed Chief Customer Officer on January 8, 2020. The awards reported in this table include the new hire awards granted to her in connection with her hire.~~

~~(3)~~

Mr. Sherman served as our President and Chief Operating Officer until July 1, 2020. In connection with his role as an advisor to the company from July 1, 2020 through January 4, 2021, Mr. Sherman’s outstanding and unvested equity awards continued to vest through such period.

Compensation Risk Assessment

As part of its review of the compensation to be paid to our ~~executives,~~executive officers, as well as the compensation programs generally available to our employees, the Compensation Committee considers potential risks arising from our compensation programs and the management of these risks, in light of our overall business, strategy, and objectives.

As is the case with our employees generally, our executive officers’ base salaries are fixed in amount and thus do not encourage risk-taking. Bonus amounts under our Bonus Plan are tied to overall corporate performance, and the bonus payout for executive officers is based on our performance during the fiscal year compared to pre-established target levels for two measures: ARR and non-GAAP operating income. These financial measures counterbalance each other, decreasing the likelihood that our executive officers will pursue any one measure to the detriment of overall financial performance. Combined, these measures limit the ability of an executive officer to be rewarded for taking excessive risk on our behalf by, for example, seeking revenue enhancing opportunities at the expense of profitability. Moreover, a significant portion of compensation provided to our executive officers is long-term incentive compensation in the form of equity awards that help further align their interests with those of our stockholders. These risk-mitigating factors are also present in our company-wide compensation program.

In short, we believe that our executive compensation program does not encourage excessive or unnecessary risk-taking. Furthermore, we do not believe that the risks that may arise from our compensation programs are reasonably likely to have a material adverse effect on us.

Other Benefits

Health and Welfare Benefits

Our named executive officers are eligible for the same employee benefits available to our employees generally. We offer group health, dental, life and disability insurance plans. The type and extent of benefits offered are intended to be competitive within our industry and region. We also maintain a tax-qualified Section 401(k) retirement savings plan for eligible employees in the United States. Under our Section 401(k) plan, employees may elect to defer up to 96% of their eligible

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compensation subject to applicable annual limits set pursuant to the ~~Code.~~Internal Revenue Code of 1986, as amended (the “Code”). We currently provide a company matching contribution of 50% of the employee’s contributions (up to $2,500 per year) under the Section 401(k) plan. Employees are 100% vested in their contributions to the Section 401(k) plan and any employer contributions after one year of service. We intend for the Section 401(k) plan to qualify, depending on the employee’s election, under Section 401(a) of the Code so that contributions by employees, and income earned on those contributions, are not taxable to employees until withdrawn from the Section 401(k) plan.

Perquisites and Personal Benefits

As noted above, our named executive officers are eligible to participate in the same benefits as those offered to all full-time employees. We do not have any programs for providing executive perquisites or other personal benefits ~~or executive perquisites~~ to our named executive officers.

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Severance and Change in Control Payments and Benefits

We do not have any employment or change in control arrangements with our executive officers, except that all of the current outstanding equity awards ~~to our~~for all employees, including our named executive officers, under our 2014 Stock Option and Incentive Plan and our 2007 Equity Incentive Plan, include a “double-trigger” vesting acceleration provision in the event of a change in control of the company and a subsequent termination of employment as further described below under “Potential Payments Upon Termination or Change in Control.”

Mr. Sherman did not receive any severance payments or other benefits in connection with his departure from the company. In connection with his role as an advisor to the company from July 1, 2020 through January 4, 2021, Mr. Sherman’s outstanding and unvested equity awards continued to vest through such period.

Other Compensation Practices and Policies

Stock Ownership Guidelines

We have adopted a Stock Ownership Policy that is applicable to our non-employee directors and those employees who have been designated as “officers” for purposes of Section 16 of the Exchange Act. The Stock Ownership Policy requires that non-employee directors hold equity in the company with a value equal to at least three times the director’s annual Board cash retainer, the ~~Chief Executive Officer~~CEO own equity in the company equal to at least six times his or her annual base salary, and that all other covered executives own equity in the company equal to at least one times his or her annual base salary. The Stock Ownership Policy ~~provides for~~includes a phase-in period, which provides that an individual subject to this policy is required to be in compliance with the minimum equity ownership requirement by the later of December 31, 2021 or the first December 31st that occurs following the five-year anniversary of date on which the non-employee director or ~~Section 16 officer~~covered executive first became subject to the Stock Ownership Policy. The Stock Ownership Policy also includes certain share retention obligations that apply to officers and directors who have not met the minimum equity ownership requirements by the end of their phase-in period or who cease to hold the minimum equity ownership at any time following such date.

Anti-Hedging and Anti-Pledging Policies

We have an insider trading policy that prohibits all Board members, executive officers, and employees from engaging in, among other things, hedging of stock ownership positions and transactions involving derivative securities relating to our common stock. Our policy prohibits all Board members, executive officers, and employees from buying our securities on margin, borrowing against our securities held in a margin account, engaging in short sales of our securities, and buying or selling derivatives on our securities. Our policy also generally prohibits all Board members, executive officers, and employees from pledging our securities as collateral for a loan, other than as may be allowed in certain exceptional and limited circumstances with the permission of the Audit Committee. To date, no such requests have been made or approved.

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~35

Policy for Recoupment of Incentive Compensation

We have adopted a Policy for Recoupment of Incentive Compensation (the “Clawback Policy”) that applies to those employees who have been designated as “officers” for purposes of Section 16 of the Exchange Act. The Clawback Policy provides that if we are required to prepare an accounting restatement due to the material non-compliance with any financial reporting requirement and/or intentional misconduct by an officer covered by the policy, then a committee of independent directors may require any officer covered by the policy to repay to the company any incentive compensation received by the officer during the previous three years, to the extent that the committee determines that the incentive compensation was in excess of the amount the officer would have received if the incentive compensation had been calculated based on the financial results reported in the restated financial statement. For purposes of the Clawback Policy, incentive compensation includes income related to annual cash bonuses and long term incentive compensation. In light of the SEC's adoption of final clawback rules in October 2022 and the NYSE's proposed rule in February 2023, we intend to update our clawback policy to comply with applicable NYSE listing rules when effective.

Indemnification of Officers and Directors

We have agreed to indemnify our directors and officers in certain circumstances. See “Related Party Transactions—Limitation of Liability and Indemnification of Officers and Directors.”

Tax and Accounting Considerations

Tax Deductibility

Section 162(m) of the ~~Internal Revenue~~ Code generally places a $1 million limit on the amount of compensation a public company can deduct in any one year for certain executive officers and certain other individuals. While ~~our~~the Compensation Committee considers tax deductibility as one factor in determining executive compensation, ~~our~~the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it

2023 PROXY STATEMENT | HubSpot, Inc.34

determines to be consistent with the goals of our executive compensation program even if the ~~awards are~~compensation is not deductible by us for tax purposes.

Accounting for Stock-Based Compensation

We follow ASC Topic 718 for our ~~share-based~~stock-based compensation awards to employees and directors. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock awards and RSU awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables above and below, even though our executive officers or directors may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their ~~share-based~~stock-based compensation awards in their statements of operations over the period that an employee or director is required to render service in exchange for the option or other award. The Compensation Committee considers the impact of ASC Topic 718 when making ~~share-based~~stock-based compensation awards.

Compensation Committee Interlocks and Insider Participation

During ~~2020,~~2022, the Compensation Committee was comprised of Ms. ~~Ward~~Hughes Johnson and Messrs. ~~Simon~~Caldwell and Simons. Ms. Ward also served on the Compensation Committee in 2022 prior to Ms. Hughes Johnson's appointment to the Compensation Committee on March 24, 2022. None of the members of the Compensation Committee is an officer or employee or former officer of our company. None of our executive officers currently serves, or in the past year has served, as a member of the ~~Board~~board of directors or ~~Compensation Committee~~compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.3635

~~2020~~2022 SUMMARY ~~COMPENSATION~~COMPENSATION TABLE


											Non-Equity
							Stock		Option		Incentive Plan		All Other
			Salary		Bonus		Awards		Awards		Compensation		Compensation			Total
Name and Principal Position	Year		($)		($) (1)		($) (2)		($) (2)		($) (3)		($)(4)			($)
Yamini Rangan (5)(9)		2022		1				8,786,280		2,951,872		—		27,286	(8)		11,765,439
Chief Executive Officer		2021		323,012		—		4,999,281		1,670,445		321,938		3,786			7,318,462
and former Chief Customer Officer		2020		441,477		—		12,167,609		720,598		364,500		5,293			13,699,477
Kate Bueker		2022		457,500		—		2,724,070		915,231		115,057		3,724			4,215,582
Chief Financial Officer		2021		411,094		—		2,576,363		859,853		419,316		3,742			4,270,368
		2020		376,563		—		2,193,640		722,674		229,219		5,074			3,527,170
Brian Halligan (5)		2022		1		—		2,383,684		800,854		—		1,242			3,185,781
Executive Chairperson		2021		1		—		2,245,395		749,493	—			1,638			2,996,527
and former CEO		2020		1		—		2,932,779		966,112		—		1,242			3,900,134
John Kelleher (6)		2022		239,773				1,498,386		503,303		56,408		4,474			2,302,344
General Counsel and Secretary		2021		315,000		—		1,551,391		517,817		321,300		4,352			2,709,860
		2020		294,531		—		1,407,675		463,742		179,016		6,541			2,351,505
Alyssa Harvey Dawson (7)		2022		55,682		100,000		—		—		9,660		4,139			169,481
Chief Legal Officer		2021		—		—		—		—	—			—			—
		2020		—		—		—		—		—		—			—
Dharmesh Shah (5)		2022		1		—		2,043,298		686,477		—		1,242			2,731,018
Chief Technology Officer		2021		1		—		1,775,854		592,766		—		1,975			2,370,596
		2020		1		—		1,347,498		443,863		—		1,242			1,792,604

Non-Equity

Stock

Option

Incentive Plan

All Other

Salary

Bonus

Awards

Awards

Compensation

Compensation

Total

Name and Principal Position

Year

($)

($) (1)

($) (2)

($) (2)

($) (3)

($)

($)

Brian Halligan (4)

2020

1

—

2,932,779

966,112

—

1,242

(8)

3,900,134

Chief Executive Officer

2019

1

—

3,117,344

1,035,383

—

1,242

4,153,970

2018

1

—

2,286,514

821,061

—

1,242

3,108,818

Kate Bueker

2020

376,563

—

2,193,640

722,674

229,219

5,074

(9)

3,527,170

Chief Financial Officer

2019

350,844

5,085

1,958,561

650,516

204,086

3,310

3,172,402

2018

186,333

—

4,011,835

500,372

180,366

2,939

4,881,845

John Kelleher (5)

2020

294,531

—

1,407,675

463,742

179,016

6,541

(9)

2,351,505

General Counsel and Secretary

2019

274,219

4,005

1,079,732

358,629

159,514

3,742

1,879,841

Yamini Rangan (6)

2020

441,477

—

12,167,609

720,598

364,500

5,293

(9)

13,699,477

Chief Customer Officer

Dharmesh Shah (4)

2020

1

—

1,347,498

443,863

—

1,242

(8)

1,792,604

Chief Technology Officer

2019

1

—

1,728,912

574,238

—

1,242

2,304,393

2018

1

—

1,579,745

567,267

—

1,242

2,148,255

JD Sherman (7)

2020

203,282

—

2,530,194

833,463

36,591

4,822

(10)

3,608,352

Former President and

2019

391,875

5,724

2,204,659

732,291

227,956

3,742

3,566,247

Chief Operating Officer

2018

367,188

—

1,945,578

698,625

280,998

3,742

3,296,131

(1)

The amount reported represents a signing bonus paid to Ms. Harvey Dawson in connection with her commencement of employment.

(2)

The amounts reported represent the aggregate grant-date fair value of RSUs that are settled in shares of our common stock and options to purchase shares of our common stock calculated in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value are set forth in the notes to our audited consolidated financial statements presented in the 2022 Form 10-K.

(3)

The amounts reported reflect performance-based cash bonus payments awarded based on the achievement of certain corporate performance goals under the Bonus Plan.

(4)

For named executive officers other than Ms. Rangan, the amounts reported for 2022 include Section 401(k) matching contributions and group term life insurance.

(5)

During 2022, Ms. Rangan and Messrs. Halligan and Shah voluntarily elected to receive a base salary of $1 and to forego any cash bonus payments under the Bonus Plan.

(6)

Mr. Kelleher resigned as General Counsel and Secretaryand his employment with the company terminated effective as of September 2022.

(7)

Ms. Harvey Dawson joined the company on November 14, 2022, and in connection with her hiring, she was granted an equity award in January 2023.

(8)

The amount reported includes reimbursement for a security detail on a business trip to India, Section 401(k) matching contributions and group term life insurance.

(9)

Ms. Rangan was appointed as the company’s CEO and President on September 7, 2021 and 2022 reflects Ms. Rangan’s first full year as CEO. Prior to that, she served as the company’s Chief Customer Officer.

~~(1)~~

The amounts reported represent the Customer First Multiple paid to Ms. Bueker and Messrs. Kelleher and Sherman in recognition of the company’s effort and success in solving for the customer during 2019.

~~(2)~~

The amounts reported represent the aggregate grant-date fair value of the RSUs that may be settled for shares of our common stock and options to purchase shares of our common stock calculated in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value are set forth in the notes to our audited consolidated financial statements presented in the 2020 Form 10-K.

~~(3)~~

The amounts reported reflect performance-based cash bonus payments awarded based on the achievement of certain corporate performance goals under the Senior Executive Cash Incentive Bonus Plan. The amounts in this column exclude the amounts paid under the “Bonus” column in this table.

~~(4)~~

~~During 2020, Messrs. Halligan and Shah voluntarily elected to receive a base salary of $1 and to forego any cash bonus payments under the Senior Executive Cash Incentive Bonus Plan.~~

~~(5)~~

~~Mr. Kelleher was not a named executive officer prior to 2019.~~

~~(6)~~

~~Ms. Rangan was appointed as Chief Customer Officer on January 8, 2020 and was not a named executive officer prior to 2020.~~

~~(7)~~

~~(8)~~

~~The amount reported includes group term life insurance.~~

~~(9)~~

~~The amount reported includes Section 401(k) matching contributions, group term life insurance, and remote work stipends.~~

~~(10)~~

~~The amount reported includes Section 401(k) matching contributions and group term life insurance.~~

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.3736

~~2020~~2022 GRANTS OF PLAN-BASED AWARDS TABLE


									All other		All other
									Stock		Option
									Awards:		Awards:				Grant Date
			Estimated Future Payouts						Number of		Number of		Exercise or		Fair Value
			Under Non-Equity Incentive						Shares of		Securities		Base Price		of Stock
			Plan Awards (1)						Stock or		Underlying		of Option		and Option
	Grant		Threshold		Target		Maximum		Units		Options		Awards		Awards
Name	Date		($)		($)		($)		(#) (2)		(#) (3)		($/Sh) (4)		($) (5)
Yamini Rangan (6)		—		—		—		—		—		—		—		—
	2/1/2022			—		—		—		17,914		—		—		8,786,280
	2/1/2022					—		—		—		13,859		490.47		2,951,872
Kate Bueker		—		121,260		282,000		479,400		—		—		—		—
	2/1/2022			—		—		—		5,554		—		—		2,724,070
	2/1/2022			—		—		—		—		4,297		490.47		915,231
Brian Halligan (6)	2/1/2022			—		—		—		4,860		—		—		2,383,684
	2/1/2022			—		—		—		—		3,760		490.47		800,854
John Kelleher (7)		—		95,460		222,000		377,400		—		—		—		—
	2/1/2022			—		—		—		3,055		—		—		1,498,386
	2/1/2022			—		—		—		—		2,363		490.47		503,303
Alyssa Harvey Dawson (8)		—		108,360		252,000		428,400		—		—		—		—
		—		—		—		—		—		—		—		—
Dharmesh Shah (6)	2/1/2022			—		—		—		4,166		—		—		2,043,298
	2/1/2022			—		—		—		—		3,223		490.47		686,477

All other

All other

Stock

Option

Awards:

Awards:

Grant Date

Estimated Future Payouts

Number of

Number of

Exercise or

Fair Value

Under Non-Equity Incentive

Shares of

Securities

Base Price

of Stock

Plan Awards (1)

Stock or

Underlying

of Option

and Option

Grant

Threshold

Target

Maximum

Units

Options

Awards

Awards

Name

Date

($)

($)

($)

(#) (2)

(#) (3)

($/Sh) (4)

($) (5)

Brian Halligan (6)

2/3/2020

—

—

—

16,034

—

—

2,932,779

2/3/2020

—

—

—

—

13,656

182.91

966,112

Kate Bueker

—

115,313

230,625

392,063

—

—

—

-

2/3/2020

—

—

—

11,993

—

—

2,193,640

2/3/2020

—

—

—

—

10,215

182.91

722,674

John Kelleher

—

90,000

180,000

306,000

—

—

—

-

2/3/2020

—

—

—

7,696

—

—

1,407,675

2/3/2020

—

—

—

—

6,555

182.91

463,742

Yamini Rangan

—

135,000

270,000

459,000

—

—

—

-

1/8/2020

—

—

—

38,539

—

—

6,667,247

—

—

19,269

(7)

—

—

3,333,537

1/8/2020

—

—

—

12,525

(8)

—

—

2,166,825

1/8/2020

—

—

—

—

10,405

(9)

173.00

720,598

Dharmesh Shah (6)

2/3/2020

—

—

—

7,367

—

—

1,347,498

2/3/2020

—

—

—

—

6,274

182.91

443,863

JD Sherman

—

124,688

249,375

423,938

—

—

—

-

2/3/2020

—

—

—

13,833

—

—

2,530,194

2/3/2020

—

—

—

—

11,781

182.91

833,463

(1)

The amounts reported in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" column, sub-column "Threshold," reflect the threshold payment level of short-term incentive compensation for each of the named executive officers under our Bonus Plan. The amounts reported in the "Maximum," sub-column reflect that for 2022, the program provided the potential to earn a maximum of 170% of the target short-term incentive bonus opportunity. The specific components of the Bonus Plan are described in the "Annual Cash Bonuses" section of the Compensation Discussion and Analysis in this Proxy Statement. Non-equity incentive plan awards actually paid by the company for services rendered in 2022 are reported in the "Non-Equity Incentive Plan Compensation" column of the "2022 Summary Compensation Table" above.

(2)

Consists of RSUs granted under our 2014 Stock Option and Incentive Plan. Unless otherwise indicated, each RSU award vests over four years from January 1, 2022 in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

(3)

Consists of options to purchase shares of our common stock granted under our 2014 Stock Option and Incentive Plan. Unless otherwise indicated, each stock option vests over four years from January 1, 2022 in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

(4)

The exercise price is equal to the closing market price of our common stock on the NYSE on the date of grant.

(5)

The amounts reported represent the aggregate grant-date fair value of the RSU awards and stock options calculated in accordance with ASC Topic 718. Such grant-date fair value does not take into account any estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant-date fair value are set forth in the notes to our audited consolidated financial statements presented in the 2022 Form 10-K.

(6)

For fiscal year 2022, Ms. Rangan and Messrs. Halligan and Shah voluntarily elected to forego any cash bonus payments under the Bonus Plan.

(7)

Mr. Kelleher resigned as General Counsel and Secretary and his employment with the Company terminated effective as of September 2022.

(8)

Ms. Harvey Dawson joined the company on November 14, 2022, and in connection with her hiring, she was granted an equity award in January 2023.

~~(1)~~

The amounts reported in the "Estimated Future Payouts Under Non-Equity Incentive Plan Awards" column, sub-column "Threshold," reflect the threshold payment level of short-term incentive compensation for each of the named executive officers under our Senior Executive Cash Incentive Bonus Plan. The amounts reported in the "Maximum," sub-column reflect that for 2020, the program provided the potential to earn a maximum of 170% of the target short-term incentive bonus opportunity. The specific components of the Senior Executive Cash Incentive Bonus Plan are described in the "Annual Cash Bonuses" section of the Compensation Discussion and Analysis in this Proxy Statement. Non-equity incentive plan awards actually paid by the company for services rendered in 2020 are reported in the "Non-Equity Incentive Plan Compensation" column of the "2020 Summary Compensation Table" above.

~~(2)~~

Consists of RSUs granted under our 2014 Stock Option and Incentive Plan. Unless otherwise indicated, each RSU award vests over four years from January 1, 2020 in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

~~(3)~~

Consists of options to purchase shares of our common stock granted under our 2014 Stock Option and Incentive Plan. Unless otherwise indicated, each stock option vests over four years from January 1, 2020 in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

~~(4)~~

~~The exercise price is equal to the closing market price of our common stock on The New York Stock Exchange on the date of grant.~~

~~(5)~~

~~(6)~~

~~Messrs. Halligan and Shah voluntarily requested to forego any cash bonus payments under the Bonus Plan for fiscal year 2020.~~

~~(7)~~

~~These RSUs vest over two years from January 1, 2020 in eight equal quarterly installments, subject to Ms. Rangan’s continued employment through such vesting date.~~

~~(8)~~

These RSUs vest over four years from January 1, 2020, with 25% vesting on January 1, 2021 and the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to Ms. Rangan’s continued employment through such vesting date.

~~(9)~~

This stock option vests over four years from January 1, 2020, with 25% vesting on January 1, 2021 and the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to Ms. Rangan’s continued employment through such vesting date.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.3837

~~2020~~2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE


					Option Awards (1)								Stock Awards (2)
Name	Grant Date		Vesting Start Date (3)		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested (#) (4)
Yamini Rangan	1/8/2020		1/1/2020			6,720		3,252		173.00	1/8/2030			—			—
	1/8/2020		1/1/2020			—		—		—		—		3,915	(5)		1,131,944
	1/8/2020		1/1/2020			—		—		—		—		12,044			3,482,282
	2/1/2021		1/1/2021			2,199		2,829		381.74	2/1/2031			—			—
	2/1/2021		1/1/2021			—		—		—		—		3,526			1,019,472
	10/1/2021		9/1/2021			913		2,011		684.23	10/1/2031			—			—
	10/1/2021		9/1/2021			—		—		—		—		2,620			757,521
	2/1/2022		1/1/2022			2,598		11,261		490.47	2/1/2032			—			—
	2/1/2022		1/1/2022			—		—		—		—		14,556			4,208,576
Kate Bueker	7/2/2018		7/1/2018			6,192		—		128.10	7/2/2028			—			—
	2/1/2019		1/1/2019			8,762		585		159.70	2/1/2029			—			—
	2/1/2019		1/1/2019			—		—		—		—		767			221,763
	2/3/2020		1/1/2020			7,022		3,193		182.91	2/3/2030			—			—
	2/3/2020		1/1/2020			—		—		—		—		3,748			1,083,659
	2/1/2021		1/1/2021			2,369		3,046		381.74	2/1/2031			—			—
	2/1/2021		1/1/2021			—		—		—		—		3,797			1,097,827
	2/1/2022		1/1/2022			805		3,492		490.47	2/1/2032			—			—
	2/1/2022		1/1/2022			—		—		—		—		4,513			1,304,844
Brian Halligan	1/29/2014		1/1/2014			2,548		—		16.14	1/29/2024			—			—
	2/10/2015		1/1/2015			28,333		—		34.76	2/10/2025			—			—
	1/29/2016		1/1/2016			17,769		—		40.59	1/29/2026			—			—
	2/1/2017		1/1/2017			34,656		—		52.80	2/1/2027			—			—
	3/1/2018		1/1/2018			16,289		—		112.15	3/1/2028			—			—
	2/1/2019		1/1/2019			13,947		930		159.70	2/1/2029			—			—
	2/1/2019		1/1/2019			—		—		—		—		1,220			352,739
	2/3/2020		1/1/2020			9,388		4,268		182.91	2/3/2030			—			—
	2/3/2020		1/1/2020			—		—		—		—		5,011			1,448,830
	2/1/2021		1/1/2021			2,065		2,655		381.74	2/1/2031			—			—
	2/1/2021		1/1/2021			—		—		—		—		3,309			956,731
	2/1/2022		1/1/2022			705		3,055		490.47	2/1/2032			—			—
	2/1/2022		1/1/2022			—		—		—		—		3,949			1,141,774
John Kelleher (6)		—		—		—		—		—		—		—			—
Alyssa Harvey Dawson (7)		—		—		—		—		—		—		—			—
Dharmesh Shah	1/29/2014		1/1/2014			5,000		—		16.14	1/29/2024			—			—
	2/10/2015		1/1/2015			16,667		—		34.76	2/10/2025			—			—
	1/29/2016		1/1/2016			19,990		—		40.59	1/29/2026			—			—
	2/1/2017		1/1/2017			15,595		—		52.80	2/1/2027			—			—
	3/1/2018		1/1/2018			11,254		—		112.15	3/1/2028			—			—
	2/1/2019		1/1/2019			7,735		516		159.70	2/1/2029			—			—
	2/1/2019		1/1/2019			—		—		—		—		677			195,741
	2/3/2020		1/1/2020			4,313		1,961		182.91	2/3/2030			—			—
	2/3/2020		1/1/2020			—		—		—		—		2,303			665,866
	2/1/2021		1/1/2021			1,633		2,100		381.74	2/1/2031			—			—
	2/1/2021		1/1/2021			—		—		—		—		2,617			756,653
	2/1/2022		1/1/2022			604		2,619		490.47	2/1/2032			—			—
	2/1/2022		1/1/2022			—		—		—		—		3,385			978,705

Option Awards (1)

Stock Awards (2)

Name

Grant Date

Vesting Start Date (3)

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested (#) (4)

Brian Halligan

5/8/2012

4/1/2012

213,666

—

5.76

5/8/2022

—

—

1/29/2014

1/1/2014

15,000

—

16.14

1/29/2024

—

—

2/10/2015

1/1/2015

28,333

—

34.76

2/10/2025

—

—

1/29/2016

1/1/2016

17,769

—

40.59

1/29/2026

—

—

2/1/2017

1/1/2017

33,934

722

52.80

2/1/2027

—

—

2/1/2017

1/1/2017

—

—

—

—

940

372,654

3/1/2018

1/1/2018

11,198

5,091

112.15

3/1/2028

—

—

3/1/2018

1/1/2018

—

—

—

—

6,372

2,526,116

2/1/2019

1/1/2019

6,508

8,369

159.70

2/1/2029

—

—

2/1/2019

1/1/2019

—

—

—

—

10,980

4,352,911

2/3/2020

1/1/2020

2,560

11,096

182.91

2/3/2030

—

—

2/3/2020

1/1/2020

—

—

—

—

13,028

5,164,820

Kate Bueker

7/2/2018

7/1/2018

4,799

3,733

128.10

7/2/2028

—

—

7/2/2018

7/1/2018

—

—

—

—

5,138

(5)

2,036,909

7/2/2018

7/1/2018

—

—

—

—

8,564

3,395,112

2/1/2019

1/1/2019

4,089

5,258

159.70

2/1/2029

—

—

2/1/2019

1/1/2019

—

—

—

—

6,899

2,735,040

2/3/2020

1/1/2020

1,915

8,300

182.91

2/3/2030

—

—

2/3/2020

1/1/2020

—

—

—

—

9,745

3,863,308

John Kelleher

7/26/2012

6/25/2012

8,391

—

5.76

7/26/2022

—

—

1/29/2014

1/1/2014

1,586

—

16.14

1/29/2024

—

—

2/10/2015

1/1/2015

5,458

—

34.76

2/10/2025

—

—

1/29/2016

1/1/2016

3,934

—

40.59

1/29/2026

—

—

2/1/2017

1/1/2017

5,559

200

52.80

2/1/2027

—

—

2/1/2017

1/1/2017

—

—

—

—

259

102,678

3/1/2018

1/1/2018

4,703

2,138

112.15

3/1/2028

—

—

3/1/2018

1/1/2018

—

—

—

—

2,676

1,060,873

2/1/2019

1/1/2019

2,254

2,899

159.70

2/1/2029

—

—

2/1/2019

1/1/2019

—

—

—

—

3,804

1,508,058

2/3/2020

1/1/2020

1,229

5,326

182.91

2/3/2030

—

—

2/3/2020

1/1/2020

—

—

—

—

6,253

2,478,939

Yamini Rangan

1/8/2020

1/1/2020

—

10,405

173.00

1/8/2030

—

—

1/8/2020

1/1/2020

—

—

—

—

12,525

(5)

4,965,411

1/8/2020

1/1/2020

—

—

—

—

31,313

12,413,726

1/8/2020

1/1/2020

—

—

—

—

12,044

(6)

4,774,723

Dharmesh Shah

1/29/2014

1/1/2014

5,000

—

16.14

1/29/2024

—

—

2/10/2015

1/1/2015

16,667

—

34.76

2/10/2025

—

—

1/29/2016

1/1/2016

19,990

—

40.59

1/29/2026

—

—

2/1/2017

1/1/2017

15,269

326

52.80

2/1/2027

—

—

2/1/2017

1/1/2017

—

—

—

—

423

167,694

3/1/2018

1/1/2018

7,737

3,517

112.15

3/1/2028

—

—

3/1/2018

1/1/2018

—

—

—

—

4,402

1,745,129

2/1/2019

1/1/2019

3,609

4,642

159.70

2/1/2029

—

—

2/1/2019

1/1/2019

—

—

—

—

6,090

2,414,320

2/3/2020

1/1/2020

1,176

5,098

182.91

2/3/2030

—

—

2/3/2020

1/1/2020

—

—

—

—

5,986

2,373,090

JD Sherman

5/8/2012

3/1/2012

73,223

—

5.76

4/4/2021

—

—

1/29/2014

1/1/2014

3,751

—

16.14

4/4/2021

—

—

2/10/2015

1/1/2015

14,370

—

34.76

4/4/2021

—

—

2/10/2015

1/1/2015

—

—

—

—

—

—

1/29/2016

1/1/2016

23,179

—

40.59

4/4/2021

—

—

2/1/2017

1/1/2017

21,151

451

52.80

4/4/2021

—

—

2/1/2017

1/1/2017

—

—

—

—

586

232,314

3/1/2018

1/1/2018

9,528

4,332

112.15

4/4/2021

—

—

3/1/2018

1/1/2018

—

—

—

—

5,422

2,149,498

2/1/2019

1/1/2019

4,603

5,919

159.70

4/4/2021

—

—

2/1/2019

1/1/2019

—

—

—

—

7,766

3,078,753

2/3/2020

1/1/2020

2,208

9,573

182.91

4/4/2021

—

—

(1)

Unless otherwise indicated, these stock options vest over four years, with the earlier awards (granted prior to 2018) vesting in 48 equal monthly installments, and later awards (granted in 2018 and after) vesting in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

(2)

Unless otherwise indicated, these RSUs vest over four years in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

(3)

The vesting start date is fixed by the Compensation Committee when granting equity awards.

(4)

Represents the fair market value of the unvested shares of our common stock as of December 30, 2022, the last trading day of 2022, based upon the closing market price of our common stock on such date of $289.13 per share.

(5)

This equity award vests over four years, with 25% vesting on first anniversary of the vesting start date and the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to the named executive officer’s continued employment through such vesting date.

(6)

Mr. Kelleher resigned as General Counsel and Secretary and his employment with the company terminated effective as of September 6, 2022. In connection with his termination of employment, he forfeited his unvested equity awards and he held no outstanding equity awards as of December 31, 2022.

(7)

Ms. Harvey Dawson joined the company on November 14, 2022, and in connection with her hiring, she was granted an equity award in January 2023 and held no outstanding equity awards as of December 31, 2022.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.3938

~~(1)~~

~~(2)~~

Unless otherwise indicated, these RSUs vest over four years, with the earlier awards (granted prior to 2018) vesting in 48 equal monthly installments, and later awards (granted in 2018 and after) vesting in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date.

~~(3)~~

~~The vesting start date is fixed by the Compensation Committee when granting equity awards.~~

~~(4)~~

~~Represents the fair market value of the unvested shares of our common stock as of December 31, 2020 based upon the closing market price of our common stock on such date of $396.44 per share.~~

~~(5)~~

This equity award vests over four years, with 25% vesting on first anniversary of the vesting start date and the remaining 75% vesting in 12 equal quarterly installments thereafter, subject to Ms. Rangan’s continued employment through such vesting date.

~~(6)~~

~~This equity award vests over two years in eight equal quarterly installments, subject to Ms. Rangan’s continued employment through such vesting date.~~

~~2020 OPTIONS EXERCISED~~2022 OPTION EXERCISES AND STOCK VESTED TABLE


	Option Awards				Stock Awards
	Number of				Number of
	Shares		Value		Shares		Value
	Acquired on		Realized on		Acquired on		Realized on
	Exercise		Exercise		Vesting		Vesting
Name	(#)		($) (1)		(#)		($) (2)
Yamini Rangan		—		—		21,051		9,117,804
Kate Bueker		—		—		14,666		6,430,958
Brian Halligan		81,580		34,546,910		12,546		5,500,023
John Kelleher (3)		39,457		9,596,482		4,389		2,113,224
Alyssa Harvey Dawson (4)		—		—		—		—
Dharmesh Shah		—		—		7,373		3,241,137

Option Awards

Stock Awards

Number of

Number of

Shares

Value

Shares

Value

Acquired on

Realized on

Acquired on

Realized on

Exercise

Exercise

Vesting

Vesting

Name

(#)

($) (1)

(#)

($) (2)

Brian Halligan

53,439

7,990,931

24,721

5,374,144

Kate Bueker

—

—

13,144

2,704,285

John Kelleher

1,225

418,019

8,668

1,859,826

Yamini Rangan

—

—

14,451

3,136,408

Dharmesh Shah

149,958

26,761,505

13,211

2,830,307

JD Sherman

180,000

51,801,006

18,019

3,877,264

(1)

The value realized on exercise is based on the difference between the fair market value of a share of our common stock on the exercise date, less the per share exercise price of the related stock option, multiplied by the number of shares for which the options were exercised.

(2)

The value realized on vesting is based on the closing market price per share of our common stock on the vesting date, which ranged from $284.53 to $607.59 per share, multiplied by the number of shares that vested.

(3)

Mr. Kelleher resigned as General Counsel and Secretary and his employment with the company terminated effective as of September 6, 2022.

(4)

Ms. Harvey Dawson joined the company in November 2022. In connection with her hiring, she was granted an equity award in January 2023 and did not hold any equity awards during 2022.

~~(1)~~

~~(2)~~

The value realized on vesting is based on the closing market price per share of our common stock on the vesting date, which ranged from $125.10 to $392.64 per share, multiplied by the number of shares that vested.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.4039

ADDITIONAL INFORMATION RELATING TO EXECUTIVE COMPENSATION PROGRAM

~~2020~~2022 Potential Payments upon Termination or Change in Control

All current outstanding equity awards granted to our named executive officers under our 2014 Stock Option and Incentive Plan and our 2007 Equity Incentive Plan include a “double-trigger” vesting acceleration provision in the event of a change ofin control of the company. Pursuant to the forms of stock option agreement, restricted stock agreement, and RSU agreement, in the case of a “sale event” (as defined in our 2014 Stock Option and Incentive Plan) or in the case of a “change of control” (as defined in our 2007 Equity Incentive Plan), of the company, in each case in which outstanding awards are assumed, substituted or otherwise continued by a successor entity, and the award holder’s employment or service relationship with us terminates, such holder’s awards will vest in full as of the date of termination if such termination occurs (i) within 12 months after such sale event or change of control or 90 days prior to such event and (ii) such termination is by us without “cause” (as defined in the applicable award agreement) or by such holder for “good reason” (as defined in the applicable award agreement). There are no other payments or benefits provided to our named executive officers in the event of a termination of employment or change in control of the company.

The following table shows the potential payments and benefits to be received by each of our named executive officers in the event that his or her employment was terminated by us without cause or by the named executive officer for good reason within 12 months following, or 90 days prior to, a sale event or change of control of the company. Mr. Sherman is not shown in the table because he was not employed by the company at December 31, 2020. Mr. Sherman did not receive any severance payments or other benefits in connection with his departure from the company. In connection with his role as an advisor to the company from July 1, 2020 through January 4, 2021, Mr. Sherman’s outstanding and unvested equity awards continued to vest through such period. The amounts in the table below have been calculated based on the assumption that the sale event/change of control and employment termination took place on December 31, ~~2020.~~2022.


Named Executive Officer	Equity Acceleration Benefits Payable Upon Termination Without Cause/for Good Reason in connection with Change in Control ($) (1)
~~Brian Halligan~~Yamini Rangan		~~18,462,535~~10,977,450
Kate Bueker		~~16,049,159~~4,122,969
~~John Kelleher~~Brian Halligan		~~7,650,659~~4,473,791
~~Yamini Rangan~~John Kelleher (2)	—		~~24,478,753~~
~~Dharmesh Shah~~Alyssa Harvey Dawson (3)	—		~~9,999,630~~
Dharmesh Shah		2,872,049

(1)

Consists of the vesting of outstanding equity awards that would accelerate pursuant to the “double-trigger” change in control provisions included in the applicable award agreements. Amounts in this column are calculated based on $289.13 per share, the closing market price of our common stock on December 30, 2022, the last trading day of 2022.

(2)

Mr. Kelleher resigned as General Counsel and Secretary and his employment with the company terminated effective as of September 6, 2022. He did not receive any severance payments or benefits in connection with the termination of his employment.

(3)

Ms. Harvey Dawson joined the company in November 2022 and did not hold any equity awards during 2022.

~~(1)~~

Consists of the vesting of outstanding equity awards that would accelerate pursuant to the “double-trigger” change in control provisions included in the applicable award agreements. Amounts in this column are calculated based on $396.44 per share, the closing market price of our common stock on December 31, 2020.

CEO Pay Ratio

Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to our success. We strive to ensure the pay of each of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. As of December 31, ~~2020,~~2022, we employed ~~4,225~~7,433 full-time employees and strive to maintain a diverse and engaged workforce.

Under Item 402(u) of Regulation S-K under the Exchange Act, we are required to disclose the annual total compensation paid to our median ~~paid~~ employee (other than our Chief Executive Officer), the annual total compensation paid to our ~~CEO,~~Chief Executive Officer, and the ratio of these two amounts for our most recently completed fiscal year.

We have calculated Ms. Rangan’s annualized compensation as CEO for purposes of the CEO pay ratio by adding her annual ~~total compensation paid~~base salary of $1 as CEO to the ~~median employee as compared to~~amounts reported for Ms. Rangan in the ~~annual total~~stock awards, option awards, and all other compensation ~~paid to our CEO.~~ columns of the Summary Compensation Table.

The paragraphs that follow set forth our CEO pay ratio and describe the methodology we used to determine ~~such pay ratio.~~our median employee.

2023 PROXY STATEMENT | HubSpot, Inc.40

For ~~2020:~~2022:

•

the annual total compensation of the employee identified ~~at the~~as our median ~~of all employees of our company~~employee (other than our CEO) was ~~$120,984;~~$153,268; and

•

the annual total compensation of ~~Mr. Brian Halligan,~~Ms. Rangan, our ~~Chief Executive Officer, as reported in the 2020 Summary Compensation Table~~CEO, was ~~$3,900,134.~~

$11,765,439.

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~41

Based on this information, for ~~2020~~2022, the ratio of the annual total compensation of our CEO to the ~~median of the~~ annual total compensation of ~~all employees~~our median employee was 3276.76 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

~~In 2020, there was no change in~~We identified the median employee using our employee population on December 31, 2022 (including all employees, whether employed on a full-time, part-time, seasonal or employee compensation arrangements that we believe would significantly impact the pay ratio. Accordingly, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our 2019 pay ratio.temporary basis). To identify our median employee for ~~2019,~~2022, we used the following methodology. We selected a compensation measure comprised of the following elements, which we believe reasonably reflects the annual compensation of our employees:

•

base salary, which we calculated as annual base salary using a reasonable estimate of the hours worked during ~~2019~~2022 for hourly employees and annual salary levels for our remaining employees, and annualizing the compensation for any newly hired permanent employees during ~~2019;~~

2022;

•

target bonus, ~~target,~~ which we calculated for eligible employees based upon a percentage of their base salary; ~~and~~

•

target commission, which we calculated for eligible employees based on defined on target earnings for their job and location; and

•

the grant date “fair value” of equity awarded to eligible employees in ~~2019,~~2022, which we calculated pursuant to ~~Financial Accounting Standard Board, Accounting Standards Codification~~ASC Topic ~~718,~~ ~~Compensation — Stock Compensation~~.

718.

We calculated the sum of these compensation elements for our employees as of December 31, ~~2019~~2022 for the 12-month period from January 1, ~~2019~~2022 through December 31, ~~2019.~~2022. Using this approach, we identified the individual at the median of our employee population, who is a full-time, salaried software engineer based in the United States, and determined that the employee’s annual total compensation as calculated using Summary Compensation Table requirements for ~~2020~~2022 was ~~$120,984 (excluding any estimated retirement~~$153,268.

Pay Versus Performance

Pay Versus Performance Table

As required by Item 402(v) of Regulation S-K, we are providing information regarding the relationship between executive compensation and ~~health benefits)~~our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers (“NEOs”), we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table in previous years, as the SEC-mandated calculation for compensation actually paid differs from that required for the Summary Compensation Table. The table below summarizes both the compensation values reported in our Summary Compensation Table, as well as the compensation actually paid, as calculated in accordance with 402(v) of Regulation S-K, for the ~~requirements~~2020, 2021, and 2022 fiscal years. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.


																		Value of Initial Fixed $ 100 Investment Based On:
Year	Summary Compensation Table Total for PEO - Yamini Rangan ($)		Compensation Actually Paid to PEO - Yamini Rangan ($)(1)				Summary Compensation Table Total for PEO - Brian Halligan ($)		Compensation Actually Paid to PEO - Brian Halligan ($)(1)			Average Summary Compensation Table Total for Non- PEO NEOs ($)		Average Compensation on Actually Paid to Non- PEO NEOs ($)(2)				Total Shareholder Return ($)(3)		Peer Group Total Shareholder Return ($)(4)		Net Income (in thousands) ($)(5)			Annual Recurring Revenue (in thousands) ($)(6)
2022		11,765,439		(7,912,847	)		N/A		N/A				2,520,841		(5,284,187	)	(7)		182		133		(112,749	)		1,990,913
2021		7,318,462		22,913,424		(10)		2,996,527		16,490,831	(10)		3,116,941		12,026,911		(8)		416		207		(77,837	)		1,495,038
2020	N/A		N/A					3,900,134		17,889,468			4,995,822		15,011,941		(9)		250		150		85,031			1,017,498

(1)

The amounts reported represent the “compensation actually paid” to our PEOs, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEOs in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the

2023 PROXY STATEMENT | HubSpot, Inc.41

amount reported for our PEOs in the “Total” column of the Summary Compensation ~~Table.~~Table for each year to calculate compensation actually paid:


Year	Summary Compensation Table Total for PEO ($)		Summary Compensation Table Value of Equity Awards ($)(a)			Equity Award Adjustments($)(b)			Compensation Actually Paid to PEO ($)
2022 – Yamini Rangan		11,765,439		(11,738,152	)		(7,940,134	)		(7,912,847	)
2021 – Yamini Rangan		7,318,462		(6,669,726	)		22,264,688			22,913,424
2021 – Brian Halligan		2,996,527		(2,994,888	)		16,489,192			16,490,831
2020 – Brian Halligan		3,900,134		(3,898,891	)		17,888,225			17,889,468

(a)

The amounts reported represent the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year.

(b)

The equity award adjustments for each fiscal year include the following: (i) the addition of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; and (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year. The valuation assumptions used to calculate fair values varied from those disclosed at the time of grant. The fair value of stock awards (RSUs) used to arrive at compensation actually paid is measured using the closing common stock price on the date of remeasurement. The fair value of option awards (stock options) used to arrive at compensation actually paid is measured using a binomial lattice model, as this valuation methodology is expected to yield a more accurate value of in-the-money options. This contrasts to our use of the Black-Scholes option pricing model for stock options at the time of grant (i.e. at-the-money). The assumptions used in estimating the fair value of stock options awards are as follows:


Year	Volatility	Risk-free Rate	Early Exit Multiple	Dividend Yield
2022	44.4% - 52.6%	1.4% - 3.9%	2.0	0.0%
2021	42.1% - 46.8%	0.7% - 1.7%	2.0	0.0%
2020	42.1% - 43.3%	0.6% - 1.9%	2.0	0.0%
2019	42.7%	1.9%	2.0	0.0%

Assumptions for 2019 were utilized to determine the fair value of stock awards as of December 31, 2019, that were granted in prior years but remained unvested leading into 2020.

The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year End Fair Value of Equity Awards ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Total Equity Award Adjustments ($)
2022 – Yamini Rangan		5,490,606		(10,369,549	)		1,596,398		(4,657,589	)		—		(7,940,134	)
2021 – Yamini Rangan		8,012,630		9,652,349			1,202,902		3,396,807			—		22,264,688
2021 – Brian Halligan		4,555,670		7,633,629			898,486		3,401,407			—		16,489,192
2020 – Brian Halligan		7,808,791		7,074,756			901,011		2,103,667			—		17,888,225

(2)

The amounts reported represent the average “compensation actually paid” to the NEOs other than our PEOs as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made were made to the average of the amounts reported

2023 PROXY STATEMENT | HubSpot, Inc.42

in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEOs) for each year to determine the compensation actually paid, using the same methodology described above in footnote 1:


Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Average Summary Compensation Table Value of Equity Awards ($)(a)			Average Equity Award Adjustments ($)(a)			Average Compensation Actually Paid to Non-PEO NEOs ($)
2022		2,520,841		(2,311,060	)		(5,493,968	)		(5,284,187	)
2021		3,116,941		(2,624,682	)		11,534,652			12,026,911
2020		4,995,822		(4,566,192	)		14,582,311			15,011,941

(a)

The amounts reported represent the average of the sum of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable fiscal year.

(b)

The equity award adjustments for each fiscal year include the amounts, methodology, and assumptions noted in footnote 1(b). The amounts deducted or added in calculating the equity award adjustments are as follows for the non-PEO NEOs:


Year	Year End Fair Value of Equity Awards ($)		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)			Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)			Total Equity Award Adjustments ($)
2022		893,769		(2,932,292	)		300,275		(2,444,657	)		(1,311,063	)		(5,493,968	)
2021		3,992,368		4,684,468			787,675		2,070,141			—			11,534,652
2020		8,913,689		3,752,960			1,086,821		828,841			—			14,582,311

(3)

Total shareholder return (“TSR”) represents the cumulative total return of an investment of $100 in our common stock. The measurement period for calculating TSR begins on December 31, 2019 and ends on the last day of the applicable fiscal year and has been calculated consistently with the information presented in the stock performance graph in our Form 10-K. The Company did not pay any dividends in the period from December 31, 2019 to December 31, 2022.

(4)

Represents the weighted peer group TSR. The peer group used for this purpose is the Nasdaq Computer Index, a published industry index that is used in the stock performance graph included in the Form 10-K.

(5)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.

(6)

Annual Recurring Revenue (“ARR”) is defined as the annual value of our customer subscription contracts as of the specified point in time excluding any commissions owed to our partners. For each Hub, this is the sum of customer ARR for the Starter, Basic, Professional and Enterprise subscriptions, plus applicable contacts (marketing only), Seats, or Add-Ons (e.g., reporting or ads). For multi-product customers, their ARR would be distributed across based on the value of each SKU/Hub for which they pay. In 2022, we began including our payments revenue run rate, defined as, on an annualized basis, the trailing three months of payments revenue, into the annual value of our customer subscription contracts. ARR can differ from revenue due to several factors. ARR is converted into U.S. dollars at fixed rates that are held consistent over time and may vary from those used for revenue or deferred revenue. ARR would exclude any impact for bad debt and partner commissions (as noted above) and would also differ from Revenue due to timing of revenue recognition. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider ARR, which is one of the measures used to determine annual cash incentive compensation for our PEO and other NEOs, to be the most important performance measure used to link compensation actually paid to the PEO and other NEOs for fiscal year 2022 to Company performance.

(7)

Non-PEO NEOs for 2022 include Ms. Bueker, Mr. Halligan, Mr. Kelleher, Ms. Harvey Dawson, and Mr. Shah. Mr. Kelleher previously served as our General Counsel and Secretary and stepped down effective September 6, 2022.

2023 PROXY STATEMENT | HubSpot, Inc.43

Ms. Harvey Dawson joined as Chief Legal Officer effective November 9, 2022. The remaining non-PEO NEOs served as NEOs for the entirety of 2022.

(8)

Non-PEO NEOs for 2021 include Ms. Bueker, Mr. Kelleher, and Mr. Shah. They served as NEOs for the entirety of 2021.

(9)

Non-PEO NEOs for 2020 include Ms. Bueker, Mr. Kelleher, Mr. Shah, Ms. Rangan, and Mr. Sherman. Mr. Sherman served as our President and Chief Operating Officer until July 1, 2020. The remaining non-PEO NEOs served as NEOs for the entirety of 2021.

(10)

On September 7, 2021, Mr. Halligan transitioned from his role as Chairperson of the Board, CEO, and President and became Executive Chairperson of the Board, while Ms. Rangan transitioned from her prior role as Chief Customer Officer and succeeded Mr. Halligan as the Company’s CEO. Full year compensation for Mr. Halligan and Ms. Rangan are included within the PEO column for 2021.

Disclosure to Pay Versus Performance Table

Compensation for our NEOs is determined based on a variety of factors, as further discussed in the Compensation Discussion and Analysis section of this Proxy Statement. The tabular list of financial performance measures included and defined below is used by the Company to link executive compensation actually paid to company performance. We did not use any other metrics to directly link executive compensation actually paid to Company performance in 2022.

ARR is defined as the annual value of our customer subscription contracts as of the specified point in time, excluding any commissions owed to our partners.

Non-GAAP Operating Income (Loss) is defined as operating income (loss), calculated in accordance with GAAP, excluding our stock-based compensation expense, the amortization of acquired intangibles, acquisition-related expenses, gains/losses on the termination of operating leases, loss on disposal of fixed assets, and restructuring charges.

The GAAP financial measure most directly comparable to non-GAAP operating income (loss) and a reconciliation of the differences between this non-GAAP financial measure and the comparable GAAP financial measure, are attached to this Proxy Statement as Appendix A.

2023 PROXY STATEMENT | HubSpot, Inc.44

Relationship Between Compensation Actually Paid, Total Shareholder Return, and Peer Group Total Shareholder Return

The graph below shows the relationship between the PEO and Average Non-PEO NEO compensation actually paid, the Company’s cumulative TSR (assuming an initial fixed investment of $100 on December 31, 2019), and the Company’s Peer Group (Nasdaq Computer Index) cumulative TSR (assuming an initial fixed investment of $100 on December 31, 2019), for the fiscal years ended December 31, 2020, 2021, and 2022:

Compensation Actually Paid vs. TSR Compensation Actually Paid to PEO (Y. Rangan) Compensation Actually Paid to PEO (B. Halligan) Average Compensation Actually Paid to Non-PEO NEOs Total Shareholder Return Peer Group Total Shareholder Return Compensation Actually Paid($000) -$10,000 -$5,000 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 2020 2021 2022 $50 $100 $150 $200 $250 $300 $350 $400 $450 Value of Initial $100 Investment (TSR) N/A $150 $250 $17,889 $15,012 $207 $12,027 $16,491 $22,943 $416 -$7,913 -$5,287 $133 N/A $182

2023 PROXY STATEMENT | HubSpot, Inc.45

Relationship Between Compensation Actually Paid and Net Income

The graph below shows the relationship between the PEO and Average Non-PEO NEO compensation actually paid and net income (loss) for the fiscal years ended December 31, 2020, 2021, and 2022:

Compensation Actually Paid vs. Net Income Compensation Actually Paid to PEO (Y. Rangan) Compensation Actually Paid to PEO (B. Halligan) Average Compensation Actually Paid to Non-PEO NEOs Net Income Compensation Actually Paid($000) -$10,000 -$5,000 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 2020 2021 2022 -$150 -$130 -$110 -$90 -$70 -$50 -$30 -$10 $10 Net Income ($M) N/A $17,889 $15,012 -$85 $22,913 $16,491 $12,027 -$78 N/A -$113 -$5,287 -$7,913

Relationship Between Compensation Actually Paid and ARR

The graph below reflects the relationship between the PEO and Average Non-PEO NEO compensation actually paid and ARR for the fiscal years ended December 31, 2020, 2021, and 2022. Please note that we’ve also included a supplemental disclosure showing growth percentage of ARR within the chart below.

Compensation Actually Paid vs. Annual Recurring Revenue (“AAR”) Compensation Actually Paid to PEO (Y. Rangan) Compensation Actually Paid to PEO (B. Halligan) Average Compensation Actually Paid to Non-PEO NEOs Annual Recurring Revenue Compensation Actually Paid($000) -$10,000 -$5,000 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 2020 2021 2022 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 ARR($M) $1,017 (35% Growth) $1,495 (47% Growth) $1,991 (33% Growth) N/A $17,889 $15,012 $22,913 $16,491 $12,027 N/A -$7,913 -$5,287

2023 PROXY STATEMENT | HubSpot, Inc.46

Equity Compensation Plan Information

The following table sets forth information regarding our equity compensation plans as of December 31, ~~2020.~~2022.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and RSUs			Weighted- average Exercise Price of Outstanding Options ($)(1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders (2)		2,092,239	(3)		175.81		12,477,912	(4)
Equity compensation plans not approved by stockholders		—			—		—
Total		2,092,239			175.81		12,477,912

Plan Category

Number of
Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants,
and RSUs

Weighted-
average
Exercise Price of
Outstanding
Options ($)(1)

Number of
Securities
Remaining
Available
for Future Issuance
Under Equity
Compensation
Plans

Equity compensation plans approved by stockholders (2)

2,581,183

(3)

57.98

8,623,956

(4)
Equity compensation plans not approved by stockholders

—

—

—

Total

2,581,183

57.98

8,623,956

(1)

The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase shares of our common stock. It does not reflect the shares of our common stock that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.

(2)

These plans consist of our 2007 Equity Incentive Plan (terminated in October 2014), our 2014 Stock Option and Incentive Plan, as amended, and our 2014 Employee Stock Purchase Plan.

(3)

This number includes 50,815 shares of our common stock subject to outstanding options granted under our 2007 Equity Incentive Plan and 2,041,424 shares subject to outstanding awards granted under our 2014 Stock Option and Incentive Plan, as amended, of which 420,867 shares were subject to outstanding options and 1,620,557 shares were subject to outstanding RSU awards.

(4)

This number includes 9,726,660 shares of our common stock available for issuance under our 2014 Stock Option and Incentive Plan, as amended, and 2,751,252 shares reserved for issuance under our 2014 Employee Stock Purchase Plan.

~~(1)~~

~~(2)~~

~~These plans consist of our 2007 Equity Incentive Plan (terminated in October 2014), our 2014 Stock Option and Incentive Plan, and our Employee Stock Purchase Plan.~~

~~(3)~~

This number includes 471,956 shares of our common stock subject to outstanding awards granted under our 2007 Equity Incentive Plan, all of which are subject to outstanding options, and 2,109,227 shares subject to outstanding awards granted under our 2014 Stock Option and Incentive Plan, of which 548,529 shares were subject to outstanding options and 1,560,698 shares were subject to outstanding RSU awards.

~~(4)~~

This number includes 6,618,682 shares of our common stock available for issuance under our 2014 Stock Option and Incentive Plan, and 2,005,274 shares reserved for issuance under our Employee Stock Purchase Plan. The number of shares available for issuance under the 2014 Stock Option and Incentive Plan automatically increase each January 1 by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our Compensation Committee. The number of shares available for issuance under the Employee Stock Purchase Plan automatically increase each January 1 by 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our Compensation Committee.

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~42

Report of the Compensation ~~Committee~~Committee of the Board of Directors

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussions, the Compensation Committee recommended to ~~the~~our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the year ended December 31, ~~2020.~~2022.

Compensation Committee

Jay Simons (Chairperson)

Nick Caldwell

~~Jill Ward~~Claire Hughes Johnson

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.4347

RELATED PARTY TRANSACTIONS

Certain Relationships and Transactions

Other than compensation arrangements for our directors and named executive officers, which are described elsewhere in the “Compensation of Non-Employee Directors” and “Executive Compensation” section of this proxy statement, below we describe transactions since January 1, ~~2020~~2022 to which we were a party or will be a party, in which:

•

the amounts involved exceeded or will exceed $120,000; and

•

any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons, had or will have a direct or indirect material interest.

Limitation of Liability and Indemnification of Officers and Directors

Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

•

any breach of their duty of loyalty to our company or our stockholders;

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•

any transaction from which they derived an improper personal benefit.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

In addition, ~~we adopted amended and restated~~our bylaws ~~which~~ provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our ~~amended and restated~~ bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Our ~~amended and restated~~ bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

Further, we have entered into indemnification agreements with each of our directors and executive officers that are broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions included in our amended and restated certificate of incorporation, ~~amended and restated~~ bylaws and in indemnification agreements that we entered into or may in the future enter into with our directors and executive officers may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or

2023 PROXY STATEMENT | HubSpot, Inc.48

other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

~~2021 PROXY STATEMENT~~ | ~~HubSpot, Inc.~~44

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of our ~~Board.~~Board of Directors.

~~The underwriting agreement provides for indemnification by the underwriters of us and our officers, directors and employees for certain liabilities arising under the Securities Act or otherwise.~~

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Other Transactions with Our Executive Officers and Directors and Affiliated Entities

We have granted stock options and ~~RSUs~~RSU awards to our executive officers and certain of our directors. See the sections captioned “Compensation of Non-Employee Directors” and “Executive Compensation— 2022 Outstanding Equity Awards at Fiscal ~~Year-End”~~Year-End Table” for a description of these stock options and ~~RSUs.~~RSU awards.

Policies and Procedures for Related Party Transactions

The Audit Committee of our Board of Directors has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this policy, a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our common stock, in each case since the beginning of the most recently completed year, and their immediate family members. Our Audit Committee charter provides that the Audit Committee shall review and approve or disapprove any related party transactions. We also adopted a formal policy governing the review and approval of related party transactions.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.4549

PROPOSAL ONE -– ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes of directors. One class is elected each year at the annual meeting of stockholders for a term of three years. Vacancies on the Board are filled by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class shall hold office for the remainder of the full term of that class, and until the director’s successor is duly elected and qualified or until his or her earlier resignation, death, or removal.

The term of the Class IIII directors is scheduled to expire at the upcoming Annual Meeting. The term of the Class III directors expires at the ~~2022~~2024 annual meeting of stockholders. The term of the Class ~~III~~II directors expires at the ~~2023~~2025 annual meeting of stockholders. Directors are elected to hold office for a three-year term or until the election and qualification of their successors in office.

Nominees for Class IIII Directors

Based on the recommendation of the Nominating and ~~Corporate Governance~~ESG Committee of our Board, our Board has nominated ~~Brian Halligan, Ron Gill,~~Nick Caldwell, Claire Hughes Johnson, Jay Simons, and ~~Jill Ward~~Yamini Rangan for election as Class IIII directors to serve for a three-year term ending at the ~~2024~~2026 annual meeting or until their successors are elected and qualified. Each of the nominees is a current member of our Board and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each nominee. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on the Board. The Board may fill such vacancy at a later date or reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

Directors Not Standing for Election

Our Class III directors and Class ~~III~~II directors are not standing for election at this year’s Annual Meeting. Our Class I directors, consisting of Brian Halligan, Ron Gill, and Jill Ward, will continue in office until the 2024 annual meeting of stockholders, or until his or her earlier resignation, death, or removal. Our Class II directors, consisting of Lorrie Norrington, Avanish Sahai, and Dharmesh Shah will continue in office until the ~~2022~~2024 annual meeting of ~~stockholders. Our Class III directors, consisting of Nick Caldwell, Julie Herendeen, and Jay Simons, will continue in office~~stockholders, or until ~~the 2023 annual meeting of stockholders.~~ his or her earlier resignation, death, or removal.

Vote Required

Our ~~amended and restated by-laws~~bylaws provide for a majority voting standard in uncontested elections of directors (as is the case for this Annual Meeting). Under aour majority voting standard for the election of directors, each nominee must receive a majority of votes cast to be elected, which means a director nominee will be elected to the Board only if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Abstentions and broker non-votes ~~are not considered votes “for” or “against”~~will have no effect on the nominee’s election. In the event the company receives proxies for disqualified or withdrawn nominees for the Board of Directors, such votes for such disqualified or withdrawn nominees in the proxies will be treated as abstentions. An incumbent director who is nominated for election and fails to receive a majority of the votes cast for such director’s reelection would be required to promptly deliver to the Board an irrevocable offer to resign from the Board. The Nominating and ~~Corporate Governance~~ESG Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the recommendation of the Nominating and ~~Corporate Governance~~ESG Committee and will publicly disclose its decision within 90 days from the date of the certification of the election results. A plurality voting standard will continue to apply to contested director elections. A contested election will generally include any situation in which the company receives a notice that a stockholder has nominated a person for election to the Board at a meeting of stockholders.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF

THE NOMINEES FOR CLASS IIII DIRECTOR LISTED ABOVE.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.4650

PROPOSAL TWO -– RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, ~~2020,~~2023, and we are asking you and other stockholders to ratify this appointment. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 2016.

The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. As a matter of good corporate governance, the Board determined to submit to stockholders for ratification the appointment of PricewaterhouseCoopers LLP. A majority of the votes properly cast is required in order to ratify the appointment of PricewaterhouseCoopers LLP. In the event that a majority of the votes properly cast do not ratify this appointment of PricewaterhouseCoopers LLP, we will review our future appointment of PricewaterhouseCoopers LLP.

We expect that a representative of PricewaterhouseCoopers LLP will attend the Annual Meeting and the representative will have an opportunity to make a statement if he or she so chooses. The representative will also be available to respond to appropriate questions from stockholders.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

We have adopted a policy under which the Audit Committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval would generally be requested annually, with any pre-approval detailed as to the particular service, which must be classified in one of the four categories of services listed below. The Audit Committee may also, on a case-by-case basis, pre-approve particular services that are not contained in the annual pre-approval request. In connection with this pre-approval policy, the Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board.

In addition, in the event time constraints require pre-approval prior to the Audit Committee’s next scheduled meeting, the Audit Committee has authorized its Chairperson to pre-approve services. Engagements so pre-approved are to be reported to the Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all services performed since the pre-approval policy was adopted.

Audit Fees, Audit-Related Fees, Tax Fees, and Other Fees

The following table sets forth the fees billed by PricewaterhouseCoopers LLP for audit, audit-related, tax and all other services rendered for ~~2020~~2022 and ~~2019~~2021 (in thousands):


Fee Category	2022		2021
Audit Fees (1)	$	2,593	$	2,524
Audit-Related Fees (2)		—		—
Tax Fees (3)		433		386
Other Fees (4)		3		3
Total Fees	$	3,029	$	2,913

Fee Category

2020

2019

Audit Fees (1)

$
2,313

$
2,069

Audit-Related Fees (2)

175

125

Tax Fees (3)

347

397

Other Fees (4)

3

3

Total Fees

$
2,838

$
2,594

(1)

Audit fees consist of fees billed for professional services rendered for the integrated audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and foreign statutory audits and services that are normally provided by PricewaterhouseCoopers LLP in connection with statutory and regulatory filings or requirements. Audit fees also include accounting consultations and research related to the integrated audit.

(2)

There were no Audit-Related fees in 2022 or 2021.

(3)

Tax Fees consist of fees billed for tax compliance, consultation, and planning services.

(4)

Other Fees consist of fees billed for accounting research and disclosure software.

~~(1)~~

~~(2)~~

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These include fees for a convertible note offering and a common stock offering.

~~(3)~~

~~Tax Fees consist of fees billed for tax compliance, consultation, and planning services.~~

~~(4)~~

~~Other Fees consist of fees billed for accounting research and disclosure software.~~

~~2021~~Vote Required

2023 PROXY STATEMENT | HubSpot, Inc.4751

The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting that are properly voted “FOR” or “AGAINST” this proposal. Abstentions will have no effect on the outcome of the vote. This proposal is considered to be a “routine” matter. Accordingly, if you beneficially own your shares and do not provide voting instructions, your broker, bank or other agent has discretionary authority to vote your shares on this proposal. In the event that a majority of the votes properly cast do not ratify this appointment of PricewaterhouseCoopers LLP, we will review our future appointment of PricewaterhouseCoopers LLP.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, ~~2020.~~2023.

Report of the Audit Committee of the Board of Directors

The information contained in this Audit Committee report shall not be deemed to be (1) “soliciting material,” (2) “filed” with the SEC, (3) subject to Regulations 14A or 14C of the Exchange Act, or (4) subject to the liabilities of Section 18 of the Exchange Act. No portion of this Audit Committee report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, through any general statement incorporating by reference in its entirety the proxy statement in which this report appears, except to the extent that HubSpot specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

This report is submitted by the Audit Committee of the Board. None of the members of the Audit Committee is an officer or employee of HubSpot, and the Board has determined that each member of the Audit Committee is “independent” for audit committee purposes as that term is defined under Rule 10A-3 of the Exchange Act, and the applicable NYSE Market rules. Each member of the Audit Committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and NYSE. The Board has designated Mr. Gill as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The Audit Committee operates under a written charter adopted by the Board.

The Audit Committee’s general role is to assist the Board in monitoring our financial reporting process and related matters. Its specific responsibilities are set forth in its charter.

The Audit Committee has reviewed the company’s audited consolidated financial statements for ~~2020~~2022 and met with management, as well as with representatives of PricewaterhouseCoopers LLP, the company’s independent registered public accounting firm, to discuss the audited consolidated financial statements. The Audit Committee also discussed with members of PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee reviewed management’s report on its assessment of the effectiveness of the company’s internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of the company’s internal control over financial reporting. The Audit Committee meets with representatives of the independent registered public accounting firm, with and without management present, to discuss the results of their examinations; their evaluations of the company’s internal control, including internal control over financial reporting; and the overall quality of the company’s financial reporting.

In addition, the Audit Committee received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with members of PricewaterhouseCoopers LLP its independence.

2023 PROXY STATEMENT | HubSpot, Inc.52

Based on these discussions, the financial statement review, and other matters it deemed relevant, the Audit Committee recommended to the Board that the company’s audited consolidated financial statements for ~~2020~~2022 be included in its Annual Report on Form 10-K for ~~2020.~~2022.

Audit Committee

Ron Gill (Chairperson)

~~Julie Herendeen~~

Avanish Sahai

Jill Ward

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.4853

PROPOSAL THREE – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers as disclosed in our annual proxy statement in accordance with the compensation disclosure rules of the SEC.

As described in detail under the heading “Compensation Discussion and Analysis,” we seek to closely align the interests of our named executive officers with the interests of our stockholders. Our compensation program is designed to reward our named executive officers for the achievement of short-term and long-term financial, operational, and strategic goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

Stockholders are urged to read the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement, which discuss how our executive compensation policies, and practices implement our compensation philosophy and contain tabular information and narrative discussion about the compensation of our named executive officers. Our Board of Directors and the Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

The vote on this resolution is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. The vote is advisory, which means that the vote is not binding on the company, our Board of Directors, or the Compensation Committee. Although non-binding, our Board of Directors and the Compensation Committee value the opinions that stockholders express in their votes and will review the voting results and take them into consideration as they deem appropriate when making future decisions regarding our executive compensation program.

Accordingly, we are asking our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the stockholders of HubSpot, Inc. approve, on a non-binding, advisory basis, the compensation of the company’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables.

Vote Required

The approval of this proposal requires the affirmative vote of a majority of the outstanding shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting that are properly voted “FOR” or “AGAINST” this proposal. Abstentions and broker non-votes will have no effect on the outcome of the vote. As noted above, the vote is advisory, which means that the vote is not binding on the company, our Board of Directors, or the Compensation Committee.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF, ON ANA NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

~~2021~~

2023 PROXY STATEMENT | HubSpot, Inc.4954

PROPOSAL FOUR – NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future non-binding, advisory votes to approve the compensation of our named executive officers. We are required to solicit stockholder votes on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers at least once every six years, although we may seek stockholder input more frequently.

By voting with respect to this Proposal Four, stockholders may indicate whether they would prefer that we conduct future non-binding, advisory votes to approve the compensation of our named executive officers every one, two, or three years. Stockholders also may, if they wish, abstain from casting a vote on this Proposal Four. Our Board has determined that an annual non-binding, advisory vote to approve the compensation of our named executive officers will allow our stockholders to provide timely and direct input on the company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with the company’s efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

Accordingly, we are asking our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the stockholders of HubSpot, Inc. approve the submission by the company of a non-binding, advisory say-on-pay resolution pursuant to Section 14A of the Exchange Act every:

•

one year;

•

two years; or

•

three years

The company recognizes that the stockholders may have different views as to the best approach for the company, and therefore we look forward to hearing from our stockholders as to their preferences on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers. This vote is advisory and not binding on the company or our Board. Although non-binding, the Board and the Compensation Committee value the opinions that stockholders express in their votes and will review the voting results and take them into consideration when making future decisions regarding the frequency of future advisory votes to approve the compensation of our named executive officers.

The proxy card provides stockholders with the opportunity to choose among four options (holding the vote every one, two or three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the recommendation of our Board.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE OPTION OF EVERY “1 YEAR” AS THE PREFERRED FREQUENCY FOR FUTURE NON-BINDING, ADVISORY VOTES TO APPROVE THE COMPENSATION OUR NAMED EXECUTIVE OFFICERS.

2023 PROXY STATEMENT | HubSpot, Inc.55

TRANSACTION OF OTHER BUSINESS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.

ADDITIONAL INFORMATION

Procedures for Submitting Stockholder Proposals

Requirements for Stockholder Proposals to be Brought Before the Annual Meeting

Our bylaws provide that, for nominations of persons for election to our Board or other proposals to be considered at an annual meeting of stockholders, a stockholder must give written notice to our Secretary at ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141, not later than the close of business 90 days, nor earlier than the close of business 120 days, prior to the first anniversary of the date of the preceding year’s annual meeting. However, the bylaws also provide that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Any nomination must include (i) all information required by our bylaws, and (ii) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in election contests or is otherwise required under Regulation 14A of the Exchange Act, including the ~~person’s~~nominee’s written consent to be named in the proxy statement and to serve as a director if elected and such information as we might reasonably require to determine the eligibility of the person to serve as a director. As to proposals regarding other business, the notice must include a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meetingthe text, if any, of any resolutions or bylaw amendment proposed for adoption, and any material interest of such stockholder (and the beneficial owner) in the proposal. The proposal must be a proper subject for stockholder action. In addition, to make a nomination or proposal, the stockholder must be of record at the time the notice is made and must provide certain information regarding itself (and the beneficial owner), including the name and address, as they appear on our books, of the stockholder proposing such business or nomination, the class and number of shares of our capital stock and/or synthetic equity interest (as defined in the bylaws) which are, directly or indirectly, owned beneficially or of record by the stockholder proposing such business or nomination, or its affiliates or associates (as defined in Rule 12b-2 promulgated under the Exchange Act) and certain additional information.

No stockholder may solicit proxies in support of director nominees other than the company’s nominees unless the stockholder has complied with Rule 14a-19 promulgated under the Exchange Act, including the timely provision of notices to the company required thereunder. If any stockholder that provides notice subsequently fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act, including the timely provision of notices to the company required thereunder, and no other proposing person has provided notice in compliance with Rule 14a-19 under the Exchange Act that it intends to solicit proxies in support of the election of such proposed nominee in accordance with Rule 14a-19(b) under the Exchange Act, then such proposed nominee will be disqualified.

A stockholder, or a group of up to 20 stockholders, that has owned continuously for at least three years shares of our common stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in our proxy materials two director nomineesor a number of nominees constituting 20% of our Board, or if such amount is not a whole number, the closest whole number below 20%, provided that the stockholder(s) and nominee(s) satisfy the requirements in our bylaws. Notice of proxy access director nominees must be received no earlier than the close of business on December 27, 2023 and no later than the close of business on January 26, 2024.

The advance notice requirements under our bylaws for the ~~2022~~2024 Annual Meeting of Stockholders are as follows: a stockholder’s notice shall be timely if delivered to our Secretary at the address set forth above not earlier than February ~~3, 2022~~7, 2024 and not later than the close of business on March ~~5, 2022.~~8, 2024. However, if the date of our ~~2022~~2023 Annual Meeting of Stockholders occurs more than 30 days before or 60 days after June ~~3, 2022,~~6, 2024, the anniversary of the ~~2021~~2023 Annual Meeting, a stockholder notice will be timely if it is received at the address set forth above by the later of the close of business on (1) the 90th day prior to such annual meeting or (2) the tenth day following the day on which public disclosure of the date of the meeting is made. In addition, to comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 7, 2024.

2023 PROXY STATEMENT | HubSpot, Inc.56

Requirements for Stockholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials

In addition to the requirements stated above, any stockholder who wishes to submit a proposal for inclusion in our proxy materials must comply with Rule 14a-8 promulgated under the Exchange Act. For such proposals to be included in our proxy materials relating to our ~~2021~~2024 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and we must receive such proposals no later than December ~~24, 2021.~~27, 2023. Such proposals must be delivered to our Secretary, c/o HubSpot, Inc., ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141.

The requirements for providing advance notice of business or nominations as summarized above are qualified in their entirety by our bylaws, Rule 14a-19 (as applicable) and, in the case of stockholder proposals submitted for inclusion in our proxy statement, Rule 14a-8, which we recommend that you read in order to comply with the applicable requirements. Failure to timely deliver the requisite notice or satisfy the requirements in our bylaws, Rule 14a-19 or Rule 14a-8, as applicable, may result in a proposal or nomination not being presented at our annual meeting of stockholders. You may contact our Secretary at our principal executive offices for a copy of our current bylaws, including the relevant provisions regarding the requirements for making stockholder proposals and nominating director candidates, or you may refer to the copy of our bylaws most recently filed with the SEC and available at www.sec.gov.

~~2021~~2023 PROXY STATEMENT | HubSpot, Inc.5057

Appendix A

Reconciliation of non-GAAP operating income

(~~Company Logo)~~in thousands, except footnotes)


	Six Months Ended June 30,			Year Ended December 31,
	2022			2022
GAAP operating loss	$	(63,405	)	$	(109,101	)
Stock-based compensation		126,868			275,849
Amortization of acquired intangible assets		1,163			2,629
Acquisition/disposition related income		(288)			(305)
Non-GAAP operating income	$	64,338		$	169,072

2023 PROXY STATEMENT | HubSpot, Inc.A-1

Hubspot SCAN TO VIEW MATERIALS & VOTE HUBSPOT, INC. 2 CANAL PARK CAMBRIDGE, MA 02141 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/~~HUBS2021~~ HUBS2023 You may attend the meeting via live audio webcast on the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by 11:59 p.m. Eastern Time the day before the meeting date. ~~HUBSPOT, INC. 25 FIRST STREET CAMBRIDGE, MA 02141~~ ~~D40411-P53344~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V11213-P92199 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. HUBSPOT, INC. The Board of Directors recommends you vote FOR the following: 1. Elect ~~three~~four Class IIII directors to hold office until the ~~2024 Annual Meeting~~2026 annual meeting of ~~Stockholders~~stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. Nominees: For Against Abstain ~~Against For Nominees:~~ 1a. ~~Brian Halligan~~Nick Caldwell 1b. ~~Ron Gill~~Claire Hughes Johnson 1c. ~~Jill Ward~~Jay Simons 1d. Yamini Rangan The Board of Directors recommends you vote FOR the following proposals: ~~For Against Abstain~~ 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, ~~2021;~~2023; and 3. Non-binding advisory vote to approve the compensation of the Company's ~~Named Executive Officers.~~named executive officers. For Against Abstain The Board of Directors recommends you vote 1 YEAR on the following proposal: 1 Year 2 Years 3 Years Abstain 4. Non-binding advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. NOTE: To transact such other business that properly comes before the Annual Meeting (including adjournments or postponements thereof). Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D40412-P53344~~ ~~HUBSPOT, INC. Annual Meeting of Stockholders June 3, 2021 11:30 AM Eastern Time~~ ~~This proxy is solicited by the Board of Directors~~ The stockholder(s) hereby appoint(s) Brian Halligan, Kate Bueker, and John Kelleher, or any of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock ofHUBSPOT, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:30 AM, Eastern Time on June 3, 2021, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. ~~Continued and to be signed on reverse side~~

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. ~~E95241-P36542~~V11214-P92199 HUBSPOT, INC. Annual Meeting of ~~Shareholders~~Stockholders June ~~3, 2021~~6, 2023 9:00 AM Eastern Time This proxy is solicited by the Board of Directors The ~~shareholder(s)~~stockholder(s) hereby appoint(s) ~~Brian Halligan, J.D. Sherman,~~Yamini Rangan, Kate Bueker, and ~~John Kelleher,~~Alyssa Harvey Dawson, or any of them, as proxies, each with the power to appoint ~~(his/her)~~his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of HUBSPOT, INC. that the ~~shareholder(s)~~stockholder(s) is/are entitled to vote at the Annual Meeting of ~~Shareholders~~Stockholders to be held at 9:00 AM, ~~EDT~~Eastern Time on June ~~3, 2021, at 2 Canal Park, 1st Floor, Cambridge, MA 02141,~~6, 2023, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side


ABOUT THE ANNUAL MEETING		1

	Internet Availability of Proxy Materials	1
	Record Date	1
	Quorum	1
	Shares Outstanding	1
	Voting	1
	~~Revoking Your Proxy~~Annual Meeting Participation	12
	Technical Issues During the Meeting	2
	Revoking Your Proxy	2
	Votes Required to Adopt Proposals	2
	Effect of Abstentions and Broker Non-Votes	23
	Voting Instructions	23
	Voting Results	23
	Additional Solicitation/Costs	3
	Householding	3

DIRECTORS AND EXECUTIVE OFFICERS		4

CORPORATE GOVERNANCE		7

	~~Board Independence~~	7
	Board ~~Leadership Structure~~Independence	7
	Board Leadership Structure	7
	Board and Committee Meetings	78
	Corporate Governance Policies and Committee Charters	8
	Board Committees	89
	Identifying and Evaluating Director Nominees	10
	~~Stockholder Communications~~Board Skills and Experience Matrix	1112
	Stockholder Communications	12
	Board and Committee Evaluations	1113
	Board’s Role in Risk Oversight	1113
	Compensation of Non-Employee Directors	1214

~~SUSTAINABILITY~~PURPOSE AT HUBSPOT		1415

	~~Our Award-Winning Culture~~Strategy and Governance	1415
	Culture and Values	15
	Diversity, Inclusion, and Belonging	1516
	~~Corporate Citizenship~~Social Impact	1617
	~~Facilities Management~~ESG Policies	1617
	~~Environmental~~Stakeholder Engagement	17
			~~Data Privacy~~	18
		~~Code of Use Good Judgment~~	18
	~~Human Rights Policy~~	19
	~~Stakeholder Engagement~~	19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2221

	Delinquent Section 16(a) Reports	2322


Internet Availability of Proxy Materials		We are providing access to our proxy materials over the Internet. On April ~~23, 2021,~~25, 2023, we mailed the Notice to stockholders, unless they requested a printed copy of proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote. If you would like to receive a paper or e-mail copy of our proxy materials, please follow the instructions in the Notice. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting.

Record Date		April ~~8, 2021~~10, 2023

Quorum		A majority of the shares of all issued and outstanding stock entitled to vote on the record date must be present at the Annual Meeting or represented by proxy to constitute a quorum. A quorum will be present if 24,792,009 shares of our common stock are present in personor by remote communication or represented by executed proxies timely received by us at the Annual Meeting. Shares present virtually during the Annual Meeting will be considered shares of common stock represented in person at the meeting.

Shares Outstanding		~~47,088,999~~49,584,016 shares of common stock outstanding as of April ~~8, 2021.~~10, 2023.

Voting		There are four ways a stockholder of record can vote:

		(1) By Internet before the Annual Meeting: You may vote over the Internet by following the instructions provided in the Notice. (2) By Internet during the Annual Meeting: You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. Please have your Notice in hand when you access the website and then follow the instructions.

		(3) By Telephone: You can vote by telephone by following the instructions in the Notice.

		(4) By Mail: If you requested printed copies of proxy materials, you can vote by mailing your proxy as described in the proxy materials.


		In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on June ~~2, 2021.~~5, 2023. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

		If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares.


Annual Meeting Participation		If you are a stockholder as of the record date and have logged in using your 16-digit control number, you may submit a question at any point during the meeting (until the floor is closed to questions) by typing your question into the “Ask a Question” field, and clicking “Submit.” Stockholder questions or comments are welcome, but we will only answer questions pertinent to Annual Meeting matters, subject to time constraints. While we value stockholder engagement, questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed during the Annual Meeting. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition. The audio broadcast of the Annual Meeting will be archived at www.virtualshareholdermeeting.com/HUBS2023 for one year.

Technical Issues During the Meeting		The virtual meeting platform is supported across browsers and devices running the most updated version of applicable software and plug-ins. Participants should give themselves plenty of time to log in and ensure they have a strong internet connection, and they can hear streaming audio prior to the start of the meeting. If you encounter technical difficulties with the virtual meeting platform on the meeting day, please call the technical support number that will be posted on the meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the Annual Meeting through its conclusion. Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/HUBS2023.

Revoking Your Proxy		Stockholders of record may revoke their proxies by attending and voting during the Annual Meeting, by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with our Secretary before the vote is counted or by voting again using the telephone or Internet before the cutoff time (your latest telephone or Internet proxy is the one that will be counted). If you hold shares through a bank or broker, you may revoke any prior voting instructions by contacting that firm.


Effect of Abstentions and Broker Non-Votes		~~Votes withheld from any nominee, abstentions~~Abstentions and “broker ~~nonvotes”~~non-votes” (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) are counted as present for purposes of determining the presence of a quorum. ~~Shares voting “withheld”~~Abstentions are not considered votes cast and therefore have no effect on the election of directors. Abstentions have no effect on the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021Proposals One, Two, Three, or ~~the advisory vote to approve the compensation of our named executive officers.~~Four. Under the rules that govern brokers holding shares for their customers, brokers who do not receive voting instructions from their customers have the discretion to vote uninstructed shares on ~~routine~~“routine” matters, but do not have discretion to vote such uninstructed shares on ~~non-routine~~“non-routine” matters. Only Proposal Two, the ratification of the appointment of PricewaterhouseCoopers LLP, is considered a ~~routine~~“routine” matter where brokers are permitted to vote shares held by them without instruction. If your shares are held through a broker, those shares will not be voted with regard to Proposals One, Three, or ~~Three~~Four unless you affirmatively provide the broker instructions on how to vote. Broker non-votes also will have no effect on the outcome of these proposals.

Voting Instructions		If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions but do not direct how your shares should be voted on each item, the persons named as proxies will vote FOR the election of each of the nominees for directors, FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, FOR the non-binding, advisory vote to approve the compensation of our named executive officers, and for 1 YEAR on the frequency of future advisory votes to approve the compensation of our named executive officers. The persons named as proxies will vote on any other matters properly presented at the Annual Meeting in accordance with their best judgment, although we have not received timely notice of any other matters that may be properly presented for voting at the Annual Meeting.

Voting Results		We will announce preliminary results at the Annual Meeting. We will report final results by filing a Form 8-K within four business days after the Annual Meeting. If final results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Additional ~~Solicitation/~~Solicitation/Costs		We are paying for the distribution of the proxy materials and solicitation of the proxies. As part of this process, we reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning and tabulating the proxies. Our directors, officers, and employees may also solicit proxies on our behalf by telephone, email or facsimile, but they do not receive additional compensation for providing those services.

Householding		Some banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of the Notice, Proxy Statement, and Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, as applicable, is being delivered to multiple stockholders sharing an address unless we have received contrary instructions. We will promptly deliver a separate copy of any of these documents to you if you write to us at Investor Relations at HubSpot, Inc., ~~25 First Street,~~2 Canal Park, Cambridge, MA 02141 or call (888) 482-7768. If you want to receive separate copies of the Notice, Proxy Statement, or Annual Report on Form 10-K in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or telephone number.


EXECUTIVE COMPENSATION		2423

	Compensation Discussion and Analysis	2423
	Executive Summary	2423
	Compensation Philosophy	2625
	Determining Executive Compensation	2726
	Elements of Compensation	29
	Compensation Risk Assessment	3433
	Other Benefits	3433
	Severance and Change in Control Benefits	3534
	Other Compensation Practices and Policies	3534
	Tax and Accounting Considerations	3634
	Compensation Committee Interlocks and Insider Participation	3635

~~2020~~2022 SUMMARY COMPENSATION TABLE		3736

~~2020~~2022 GRANTS OF PLAN-BASED AWARDS TABLE		3837

~~2020~~2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE		3938

~~2020~~2022 OPTIONS EXERCISED AND STOCK VESTED TABLE		4039


ADDITIONAL INFORMATION RELATING TO EXECUTIVE COMPENSATION PROGRAM		4140

	~~2020~~2022 Potential Payments upon Termination or Change in Control	4140
	CEO Pay Ratio	4140
	Pay Versus Performance	41
	Equity Compensation Plan Information	4247
	Report of the Compensation Committee of the Board of Directors	4347

RELATED PARTY TRANSACTIONS		4448

	Certain Relationships and Transactions	4448
	Policies and Procedures for Related Party Transactions	4549

PROPOSAL ONE - ELECTION OF DIRECTORS		4650

	~~Nominees for Class I Directors~~	46
	~~Directors Not Standing for Election~~	46
	~~Vote Required~~	46
	~~Recommendation of the Board~~	46

PROPOSAL TWO - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		4751

	~~Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm~~	47
	~~Audit Fees~~	47
	~~Recommendation of the Board~~	48
	~~Report of the Audit Committee of the Board of Directors~~	48

PROPOSAL THREE – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		4954

	~~Recommendation of the Board~~	49

PROPOSAL FOUR – NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		55

TRANSACTION OF OTHER BUSINESS		5056

ADDITIONAL INFORMATION		5056

		~~Procedures for Submitting Stockholder Proposals~~APPENDIX A - RECONCILIATION OF NON-GAAP OPERATING INCOME	50A-1


Name	Age	Position
Executive Officers
~~Brian Halligan~~Yamini Rangan	5349	~~Co-founder, Chairman of the Board, and~~ Chief Executive Officer, President, and Director
~~Dharmesh Shah~~Kate Bueker	5352	~~Co-founder, Director, and Chief Technology Officer~~
~~Kate Bueker~~	50	Chief Financial Officer and Treasurer
~~John Kelleher~~Brian Halligan	55	~~General Counsel~~Co-founder and ~~Secretary~~Executive Chairperson of the Board
~~Yamini Rangan~~Alyssa Harvey Dawson	4753	Chief ~~Customer~~Legal Officer and Secretary
~~Directors~~Dharmesh Shah	55	Co-founder, Chief Technology Officer, and Director
~~Nick Caldwell~~Directors	39	~~Director~~
~~Ron Gill~~Nick Caldwell	5541	Director
~~Julie Herendeen~~Ron Gill	5557	Director
~~Lorrie Norrington~~Claire Hughes Johnson	6150	~~Lead Independent~~ Director
~~Avanish Sahai~~Lorrie Norrington	5563	Lead Independent Director
~~Jay Simons~~Avanish Sahai	4857	Director
~~Jill Ward~~Jay Simons	6050	Director
Jill Ward	62	Director


	~~Brian Halligan, a founder of the company,~~Yamini Rangan has served as our Chief Executive Officer, President and a member of our Board since 2005, and has served as Chairman of our Board since 2014. Mr. Halligan is also an author and a senior lecturer at the Massachusetts Institute of Technology. Prior to founding HubSpot, Mr. Halligan served as venture partner at Longworth Ventures. From 2000 until 2004, he also worked as the vice president of sales of Groove Networks, which was later acquired by Microsoft. Mr. Halligan served on the board of directors of Fleetmatics Group, a global provider of fleet management solutions until its acquisition by Verizon Communications in November 2016. Mr. Halligan was selected to serve as a director on our Board due to his knowledge of HubSpot and our business and his service as our Chief Executive Officer.

	Dharmesh Shah a founder of the company, has served as our Chief Technology Officer and a member of our Board since 2005. Prior to founding HubSpot, he was founder and chief executive officer of Pyramid Digital Solutions, a software company, which was acquired by SunGard Data Systems in 2005. Mr. Shah is also an author and angel investor. Mr. Shah was selected to serve as a director on our Board due to his knowledge of the company and our business and his service as our Chief Technology Officer.

	Kate Bueker has served as our Chief Financial Officer since June 2018. Prior to joining HubSpot, Ms. Bueker held numerous financial leadership roles from 2007 to 2018 at Akamai Technologies, Inc. Ms. Bueker most recently served as senior vice president of business finance and operations at Akamai. Prior to joining Akamai, Ms. Bueker spent almost 10 years in investment banking at The Blackstone Group, UBS, Credit Suisse, and Donaldson, Lufkin & Jenrette.

	John Kelleher has served as our General Counsel since June 2012. Previously, from 2003 to 2011, Mr. Kelleher served as the senior vice president and general counsel of Endeca Technologies until its acquisition by Oracle in December 2011. Before joining Endeca, Mr. Kelleher was a co-founder and vice president of strategic development for Zinio Systems. He began his legal career as an attorney at Mintz Levin. Prior to his legal career, Mr. Kelleher was a Lieutenant in the U.S. Navy.

	~~Yamini Rangan has~~September 2021. She previously served as our Chief Customer Officer ~~since~~between January ~~2020.~~2020 and September 2021. Ms. Rangan joined HubSpot from Dropbox, where she served as chief customer officer from August 2018 to January 2020 and as vice president, business strategy and operations, from January 2016 to August 2018. Before Dropbox, she was vice president of sales strategy and operations at Workday from 2013 to 2015. Ms. Rangan also held several customer-facing leadership roles in strategy, pre-sales and value-based selling at SAP. Ms. Rangan has also served on the board of directors of Splunk Inc. since April 2023. Ms. Rangan was selected to serve as a director on our Board due to her deep operating and customer experience, as well as her service as our Chief Executive Officer.

	Kate Bueker has served as our Chief Financial Officer since June 2018. Ms. Bueker has also served on Procore Technologies, Inc.’s board of directors since April 2021. Prior to joining HubSpot, Ms. Bueker held numerous financial leadership roles from 2007 to 2018 at Akamai Technologies, Inc., most recently as senior vice president of business finance and operations at Akamai from July 2017 to June 2018. Prior to joining Akamai, Ms. Bueker spent almost 10 years in investment banking at The Blackstone Group, UBS, Credit Suisse and Donaldson, Lufkin & Jenrette.

	Brian Halligan is the co-founder and Executive Chairperson of the company. He has served as a member of our Board since 2005, as Chairperson since 2014, and previously served as our Chief Executive Officer from 2005 until September 2021. Mr. Halligan is also an author and a senior lecturer at the Massachusetts Institute of Technology. Prior to founding HubSpot, Mr. Halligan worked as the vice president of sales of Groove Networks, which was later acquired by Microsoft. Mr. Halligan served on the board of directors of Fleetmatics Group, a global provider of fleet management solutions, until its acquisition by Verizon Communications in November 2016. Mr. Halligan has served as a general partner of Propeller Ventures since October 2022. Mr. Halligan was selected to serve as a director on our Board due to his knowledge of HubSpot and our business and his prior service as our Chief Executive Officer.


	Alyssa Harvey Dawson has served as our Chief Legal Officer and Corporate Secretary since November 2022. Ms. Harvey Dawson has served on the board of directors of AppLovin since November 2021. Prior to joining HubSpot, Ms. Harvey Dawson was chief legal officer of Gusto, Inc. from August 2020 to November 2022. Previously, from June 2017 to July 2020, she was general counsel at Alphabet’s Sidewalk Labs. Prior to Sidewalk Labs, Ms. Harvey Dawson held senior legal positions with Harman International, Netflix, and Autodesk.

	Dharmesh Shah is the co-founder of the company and has served as our Chief Technology Officer and a member of our Board since 2006. Prior to founding HubSpot, he was founder and chief executive officer of Pyramid Digital Solutions, a software company, which was acquired by SunGard Data Systems in 2005. Mr. Shah is also an author and angel investor. Mr. Shah was selected to serve as a director on our Board due to his knowledge of HubSpot and our business and his service as our Chief Technology Officer.

	Nick Caldwell has served as a member of our Board since January 2021. Mr. Caldwell ~~currently serves as the vice president~~was previously Vice President of ~~engineering~~Engineering for ~~consumer products~~Consumer Products at Twitter ~~a role he has held since~~from June ~~2019.~~2020 to December 2021, and General Manager for Core Technologies from December 2021 to November 2022. From October 2018 to June ~~2019,~~2020, Mr. Caldwell served as ~~chief product officer~~Chief Product Officer for Looker Data Sciences, a business intelligence firm ~~which was~~ acquired by Google in ~~2019.~~2020. Prior to that, Mr. Caldwell held the position of ~~vice president~~Vice President of ~~engineering~~Engineering for Reddit ~~a social media startup,~~ from October 2016 to October 2018. Mr. Caldwell also spent fifteen years at Microsoft and held various positions, ~~culminating with an executive role~~most recently as ~~general manager~~General Manager for the Power BI product organization. Mr. Caldwell was selected to serve as a director on our ~~board~~Board due to his technical expertise and extensive experience in scaling product organizations.

	Ron Gill has served as a member of our Board since June 2012. Mr. Gill has served as an operating partner of Lead Edge Capital, a growth equity investment firm, since June 2018. Mr. Gill has also served as a director of Amplitude, Inc. since June 2019. From 2007 to 2017, Mr. Gill held multiple positions at NetSuite, Inc., including chief financial officer from 2010 until 2017, including through NetSuite’s acquisition by Oracle in 2016. Prior to joining NetSuite, Mr. Gill was vice president, finance at Hyperion Solutions. Previously, he held a variety of financial positions with several technology companies, including SAP, Dell and Sony. Mr. Gill was selected to serve as a director on our Board due to his broad industry experience and extensive financial leadership experience. Mr. Gill qualifies as an “audit committee financial expert” under the Securities and Exchange Commission (the “SEC”) guidelines.

	~~Julie Herendeen~~Claire Hughes Johnson has served as a member of our Board since March 2022. Since April ~~2016.~~2021, Ms. ~~Herendeen currently serves~~Hughes Johnson has served as a corporate officer and advisor for Stripe. Ms. Hughes Johnson previously served as Stripe’s chief operating officer from October 2014 until April 2021. During her time at Stripe, she led business operations, sales, marketing, ~~officer~~customer support, risk, real estate, and all of ~~PagerDuty, a role she~~its people functions. Prior to Stripe, Ms. Hughes Johnson spent ten years at Google leading sales and operations teams and in general management roles leading product, engineering, sales and operations. Ms. Hughes Johnson has ~~held since June 2019, after serving as the interim chief marketing officer since March 2019 and advisory board member since June 2017. Ms. Herendeen currently serves~~served on the board of directors of ~~Vy Global Growth.~~Ameresco since July 2021 and on the board of directors of Aurora Innovation since January 2022. Ms. Herendeen served as head of global enterprise marketing at Uber from March 2017 to April 2018. From September 2014 until April 2016, Ms. Herendeen served as vice president of marketing of Dropbox. Prior to joining Dropbox, Ms. Herendeen was the chief marketing officer of Lookout, a mobile security company, from February 2010 to August 2014. Before joining Lookout, Ms. Herendeen spent five years at Yahoo and prior to that she held various positions at Shutterfly, Netscape and Apple. Ms. HerendeenHughes Johnson was selected to serve as a director on our Board due to her extensive ~~marketing~~operating and ~~product expertise as well as her~~leadership experience ~~scaling~~at fast-growing technology ~~businesses as the voice of the customer.~~businesses.

	Lorrie Norrington has served as a member of our Board since September 2013. Ms. Norrington has served as an operating partner of Lead Edge Capital, a growth equity investment firm, since ~~2013.~~2012. Ms. Norrington ~~currently serves~~has served on the ~~boards~~board of directors of ~~three other public companies,~~Autodesk since 2011, Colgate-Palmolive since 2015, and Asana ~~Autodesk, and Colgate-Palmolive,~~since July 2019, and also previously served on the boards of directors of Eventbrite from April 2015 to August 2020, Duo Security from October 2017 to October 2019, Signal Sciences from December 2018 to October 2020, Shopping.com, McAfee, Lucasfilm ~~DIRECTV,~~ and ~~Eventbrite.~~DIRECTV. In addition, Ms. Norrington has served as a director of Ancestry since March 2021. From 2005 to 2010, Ms. Norrington served in several senior management roles at eBay, including President of Global Marketplaces, CEO of Shopping.com, SVP of Intuit, and General Electric Company. Ms. Norrington was selected to serve as a director on our Board due to her broad industry experience, including over 35 years of operating experience in technology, software and internet businesses, and her experience as a current and former director of other public companies.



	Jay Simons has served as a member of our Board since January 2017. Mr. Simons ~~currently serves~~has been a general partner at Bond Capital Management LP since November 2020. He previously served as a Director of Dragoneer I from July 2020 to July 2021 and of Dragoneer II from November 2020 to December 2021, and has served on the board of directors offor Dragoneer Growth ~~Opportunities.~~Opportunities Corp. III since March 2021. Mr. Simons served in various executive roles at Atlassian Corporation Plc, including as its president from 2011 until July 2020 and as vice president of sales and marketing from June 2008 until August 2011. From October 2005 to May 2008, Mr. Simons served in various roles, including vice president, marketing, at BEA Systems, Inc. an enterprise software company, which was acquired by Oracle Corporation in 2008. From 1998 to 2005, Mr. Simons served in various roles, including vice president, product marketing ~~and~~& strategy, at Plumtree Software, Inc., a web software company, which was acquired by BEA Systems, Inc. in 2005. Mr. Simons was selected to serve as a director on our Board due to his experience implementing a high-velocity, low-touch sales model, his experience moving to a multi-product platform and his experience with global expansion.

	Jill Ward has served as a member of our Board since October 2017. Ms. Ward has also served on the board of directors of Informatica since May 2021, and on the board of directors at Dynatrace since September 2019, including as its chair since January 2021. Between October 2018 and February 2020, Ms. Ward served as an operating partner of Lead Edge Capital, a growth equity investment firm. ~~Ms. Ward has served on the board of directors at Dynatrace since September 2019, including as its chair since January 2021.~~ From December 2018 to October 2019, she served as a director of Carbon Black. In 2018, she served as a director of Adaptive Insights, which was acquired by Workday in 2018. Ms. Ward previously served as president and chief operating officer of Fleetmatics from 2015 until its acquisition by Verizon Communications in 2016. Prior to Fleetmatics, from 2001 to 2014, Ms. Ward served as vice president and then senior vice president and general manager at Intuit. Prior to 2001, Ms. Ward’s experience included leadership roles at Fidelity Investments and Bain ~~and~~& Company. Ms. Ward was selected to serve as a director on our Board due to her experience in leading and scaling technology companies that serve small and medium sized businesses, as well as her skills at building strong customer experiences and deep channel partner relationships.


Name	Independent	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Independent	Audit Committee	Compensation Committee	Nominating and ESG Committee
Nick Caldwell	√		√		√		√
Ron Gill	√	Chair			√	Chair
Brian Halligan
Julie Herendeen	√	√		√
Claire Hughes Johnson					√		√
Lorrie Norrington	√			Chair	√			√
Yamini Rangan
Avanish Sahai	√	√			√
Dharmesh Shah
Jay Simons	√		Chair		√		Chair
Jill Ward	√		√	√	√			Chair
Total Meetings Held in 2020		11	6	4
Total Meetings Held in 2022						10	7	4


	Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Audit Committee		Compensation Committee		Nominating and ESG Committee
Annual Committee Member Retainer	$	10,000	$	7,500	$	4,000	$	10,000	$	7,500	$	4,000
Annual Committee Chair Retainer	$	20,000	$	15,000	$	8,500	$	20,000	$	15,000	$	8,500


	Fees Earned
	or Paid in		Stock		Option
	Cash		Awards		Awards		Total
Name	($)		($) (1)		($) (1)		($)
Nick Caldwell		42,500		159,225		53,475		255,200
Ron Gill		65,000		159,225		53,475		277,700
Claire Hughes Johnson (2)		35,779		189,593		63,713		289,085
Julie Herendeen (3)		12,250		-		-		12,250
Lorrie Norrington (4)		65,375		159,225		53,475		278,075
Avanish Sahai		45,000		159,225		53,475		257,700
Jay Simons		57,500		159,225		53,475		270,200
Jill Ward (5)		50,874		159,225		53,475		263,574


	What We Do		What We Don’t Do
√	Maintain a compensation clawback policy that applies to both cash and equity incentive compensation	×	No employment agreements or cash severance arrangements with our executive officers
√	Maintain stock ownership guidelines for our executive officers and non-employee directors	×	No repricing of underwater stock options without prior stockholder approval
√	Provide limited perquisites	×	No hedging and pledging of HubSpot common stock by employees, executive officers, or Board members
√	Use “double-trigger” change in control provisions for equity awards; otherwise no change in control payments or benefits for our executive officers	×	No excise tax gross-ups upon a change in control of ~~control~~the company
√	Use an independent compensation consultant that provides no other services to HubSpot
√	Cap annual cash bonus payments
√	Use objective performance measures for annual cash bonus program
√	Annual stockholder advisory vote on named executive officer compensation
√	Regular reviews of executive compensation program and compensation peer group data


Compensation Element		Objective
Base salary		To attract and retain talented executives.
Annual cash bonus		To motivate and reward our executives for the achievement of key company objectives set by the Compensation Committee at the beginning of the year.
Long-term incentive compensation in the form of equity awards		To retain and motivate our executives and align their interests with those of our stockholders.
Other benefits		General employee medical and dental plans, unlimited vacation, life and disability insurance and Section 401(k) plan employer matching contributions designed to provide employee benefits competitive with those offered by our compensation peer group and other companies with which we compete for talent.


~~8x8,~~Cloudflare, Inc.	~~Five9 Inc.~~Elastic N.V.	~~Qualys,~~RingCentral, Inc.
~~Aspen Technology, Inc.~~Coupa Software	~~New Relic,~~Five9, Inc.	~~RingCentral, Inc.~~
~~Box, Inc.~~	~~Okta, Inc.~~	The Trade Desk, Inc.
~~CarGurus,~~CrowdStrike Holdings, Inc.	~~Paycom Software,~~MongoDB, Inc.	Twilio Inc.
~~Cornerstone OnDemand,~~Datadog, Inc.	~~Paylocity Holding Corp.~~Okta, Inc.	Veeva Systems Inc.
DocuSign, Inc.	~~Proofpoint,~~Paycom Software, Inc.	Zendesk, Inc. (1)
Dropbox, Inc.	Paylocity Holding Corp.	Zscaler, Inc.


Named Executive Officer	2021 Base Salary		2022 Base Salary (1)		% Change
Yamini Rangan (2)	$	487,500	$	1		-100.0	%
Kate Bueker	$	420,000	$	470,000		11.9	%
Brian Halligan	$	1	$	1	No change
John Kelleher (3)	$	320,000	$	370,000		15.6	%
Alyssa Harvey Dawson (4)	N/A		$	420,000	N/A
Dharmesh Shah	$	1	$	1	No change

Named Executive Officer	2019 Base Salary		2020 Base Salary (1)		% Change
Brian Halligan	$	1	$	1	No change
Kate Bueker	$	353,125	$	384,375		8.8	%
John Kelleher	$	278,125	$	300,000		7.9	%
Yamini Rangan (2)	N/A		$	450,000	N/A
Dharmesh Shah	$	1	$	1	No change
JD Sherman (3)	$	397,500	$	415,625		4.6	%


Named Executive Officer	2021 Target Bonus Opportunity (as % of annual base salary)			2022 Target Bonus Opportunity (as % of annual base salary) (1)			% Change
Yamini Rangan(2)		60	%		0	%		-100	%
Kate Bueker		60	%		60	%	No change
Brian Halligan		0	%		0	%	No change
John Kelleher (3)		60	%		60	%	No change
Alyssa Harvey Dawson (4)	N/A				60	%	N/A
Dharmesh Shah		0	%		0	%	No change

Named Executive Officer	2019 Target Bonus Opportunity (as % of annual base salary)			2020 Target Bonus Opportunity (as % of annual base salary) (1)			% Change
Brian Halligan		0	%		0	%	No change
Kate Bueker		60	%		60	%	No change
John Kelleher		60	%		60	%	No change
Yamini Rangan (2)	N/A				60	%	N/A
Dharmesh Shah		0	%		0	%	No change
JD Sherman (3)		60	%		60	%	No change

	Weight			Original Target	Revised Target	Actual	Score		Payout (Score x Weight)
2020 – First Half (as of June 30, 2020)
												Weight	Original Target	Actual	Score	Payout (Score x Weight)
2022 – First Half (as of June 30, 2022)
ARR Install Base		70	%	$858.878 million	No change	$835.423 million	0%			0.0	%	70%	$1.800billion	$1.754billion	41%	28.7%
Non-GAAP Operating Income		30	%	$21.860 million	No change	$33.758 million	100%			30.0	%	30%	65.5 million	$64.3 million	86%	25.8%
										30.0	%					54.5%

2020 – Second Half (as of December 31, 2020)
2022 – Second Half (as of December 31, 2022)
ARR Install Base		70	%	$976.338 million	$915.137 million	$1,016.498 million		200%		140.0	%	70%	$2.169billion	$1.991billion	0%	0.0%
Non-GAAP Operating Income		30	%	$57.818 million	No change	$74.911 million	100%			30.0	%	30%	$165.9 million	$169.1 million	30%	30.0%
										170.0	%					30.0%


Named Executive Officer	First Half 2022 Bonus Payment ($)	Second Half 2022 Bonus Payment ($)	2022 Total Bonus Payment ($)	Total Bonus Payment as a % of Target Bonus Opportunity (1)
Yamini Rangan (2)	—	—	—	—
Kate Bueker	72,757	42,300	115,057	42%
Brian Halligan (2)	—	—	—	—
John Kelleher (3)	56,408	N/A	56,408	55%
Alyssa Harvey Dawson (4)	—	9,660	9,660	30%
Dharmesh Shah (2)	—	—	—	—

Named Executive Officer	First Half 2020 Bonus Payment ($)		Second Half 2020 Bonus Payment ($)		2020 Total Bonus Payment ($)		Total Bonus Payment as a % of Target Bonus Opportunity
Brian Halligan (1)		—		—		—		—
Kate Bueker		33,188		196,031		229,219		99	%
John Kelleher		26,016		153,000		179,016		99	%
Yamini Rangan (2)		135,000		229,500		364,500		135	%
Dharmesh Shah (1)		—		—		—		—
JD Sherman (3)		36,591		—		36,591		15	%