HUBSPOT INC

Base Salaries

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 CEO and are approved annually by the Compensation Committee. Adjustments to base salaries are also based on:

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Each named executive officer’s position, the scope and complexity of such position, and individual performance.

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The relative ease or difficulty of replacing the individual with a well-qualified person and the number of well-qualified candidates available to assume the individual’s role.

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Internal parity among our executive officers.

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

In January 2024, 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 2023, as well as reviewing internal parity among our named executive officers, the Compensation Committee made adjustments to Mmes. Bueker and Harvey Dawson’s base salaries. The Compensation Committee also made a market-based adjustment to Ms. Rangan’s base salary for 2024 to align with salaries for similarly situated chief executive officers in the company’s peer group and in market survey data, as her base salary for 2023 had

2025 PROXY STATEMENT |HubSpot, Inc. 30 been $1 consistent with her request at that time. As they did in 2023, Messrs. Halligan and Shah each requested that their respective base salaries be maintained at $1 for 2024.

The following table sets forth the base salaries for our named executive officers for fiscal 2023 and 2024:

(1)

Salary change was effective as of February 1, 2024.

(2)

For 2023, Ms. Rangan requested a base salary of $1.

Annual Cash Bonuses

We provide annual performance-based cash bonus opportunities linked to the achievement of pre-established corporate performance goals under our 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 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 Bonus Plan. Typically, performance under the Bonus Plan is measured 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 Bonus Plan. The Compensation Committee may increase or decrease awards under the Bonus Plan in its discretion based on factors the Compensation Committee deems appropriate. Bonus payments are made semi-annually shortly after bonus payments are approved by the Compensation Committee.

2024 Target Annual Cash Bonus 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 2024, 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 our named executive officers. The Compensation Committee also made a market-based adjustment to Mmes. Bueker, Harvey-Dawson and Rangan’s bonus opportunity targets for 2024 to align with peer group and market survey data. As in 2023, Messrs. Halligan and Shah elected to forego any annual cash bonus opportunities under the Bonus Plan for 2024.

The following table sets forth the target annual cash bonus opportunities for our named executive officers under our Bonus Plan for 2024:

(1)

Target annual cash bonus opportunities were effective as of January 1, 2024.

(2)

In 2023, Ms. Rangan forwent any annual cash bonus under the Bonus Plan.

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2024 Annual Cash Bonus Performance Measures. For 2024, the Compensation Committee selected the following two performance metrics: (1) annual recurring revenue (“ARR”) install base and (2) non-GAAP operating income (loss) as the measures for the Bonus Plan. Performance was measured on a cumulative basis biannually as of June 30, 2024 and December 31, 2024. The performance metrics were weighted as follows: 70% for ARR and 30% for non-GAAP operating income (loss). Based on this weighting, the maximum payout was 170% of a named executive officer’s target annual cash bonus opportunity.

For purposes of the Bonus Plan:

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We 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 is 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. In 2024, we began including the annual value of Clearbit customer contracts in ARR.] 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 excludes any impact for bad debt and also differs from revenue due to timing of revenue recognition.

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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, and 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.

2024 Annual Cash Bonus Performance Targets, Achievement, and Payout. The Compensation Committee believes the 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 a targeted level of growth and profitability.

For ARR, the Compensation Committee established payout levels for 50% (threshold payout), 75%, 100% (target payout), 125%, 150%, 175%, and 200% (maximum payout) achievement, with a sliding scale applied between each payout level.

For non-GAAP operating income (loss), the Compensation Committee established payout levels for 50% (threshold 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 was 170% of a named executive officer’s target annual cash bonus opportunity:

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

EQUALS 170% of Target Annual Cash Bonus Opportunity

The table below shows our 2024 ARR and non-GAAP operating income target levels compared to our actual results and related achievement:

For the six-month period ended June 30, 2024, we recorded ARR install base of $2.686 billion, which was below the targeted ARR performance level of $2.730 billion. As a result, the payout associated with ARR was 67% of target. Our

2025 PROXY STATEMENT |HubSpot, Inc. 32 non-GAAP operating income was above the target level of $174.4 million. As a result, the payout associated with non-GAAP operating income was 100% of target (the maximum payout). Based on the weighting of the performance measures, the payout for the first half of 2024 was equal to 77% of the target annual cash bonus opportunity for that six-month period.

For the six-month period ended December 31, 2024, we recorded ARR install base of $2.946 billion, which was below the targeted ARR performance level of $3.042 billion. As a result, the payout associated with ARR was 67% of target. Our non-GAAP operating income exceeded the target level of $424.2 million. As a result, the payout associated with non-GAAP operating income was 100% of target (the maximum payout). Based on the weighting of the performance measures, the payout for the second half of 2024 was equal to 77% of the target cash bonus opportunity for that six-month period.

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 our named executive officers for 2024 under the Bonus Plan are set forth in the table below.

(1)

The amounts in this column represent the 2024 total bonus payment as a percentage of the named executive officer’s 2024 target bonus opportunity. Mmes. Rangan, Bueker, and Harvey Dawson received increases in their base salaries that were effective as of February 1, 2024, and their 2024 total bonus payments were calculated on a pro rata basis using their effective base salary during the relevant periods.

(2)

In 2024, Messrs. Halligan and Shah forwent any cash bonus payments under the Bonus Plan.

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 CEO (except with respect to 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 officer’s role, the amount of equity previously awarded to the executive officer, including the portion of previously awarded equity that remains unvested, and the company’s annual equity burn rate. The Compensation Committee also considers the appropriateness of various equity vehicles, as well as overall program costs (which includes both stockholder dilution and compensation expense), when evaluating the long-term compensation mix. All equity awards granted to the named executive officers are approved by the Compensation Committee.

Stock Options. In the past, we have granted stock options to our executive officers. However, with the introduction of PSUs in 2023, the Compensation Committee ceased granting stock options in 2024. Like stock options, PSUs align the interests of our executive officers with those of our stockholders and to help retain and incentivize, but also include a direct tie to company performance. PSUs require the achievement of pre-established financial performance metrics intended to drive the growth of our business and long-term stockholder value.

Restricted Stock Unit Awards. We grant RSU awards to our executive officers and other employees. RSU awards align the long-term interests of our executive officers and other employees with those of our stockholders and help manage the dilutive effect of our equity compensation program. Our RSU awards are subject to time-based vesting. 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 RSU awards typically vest over a four-year period, and because their value is tied to the performance of our stock price, we believe that they help incentivize our executive officers to build value that can be sustained over time.

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Performance Stock Unit Awards. We also grant PSU awards to our executive officers and other senior executives. PSU awards align the interests of our executives with those of our stockholders and incentivize the achievement of pre-established financial performance metrics intended to drive the growth of our business and long-term stockholder value. PSU awards help us retain and incentivize executives and align with our pay-for-performance strategy, as they are earned and vest only if we achieve specified performance metrics intended to drive the growth of our business. We believe that they help incentivize our executives to build value that can be sustained over time. One-third of the earned PSUs vest upon the Compensation Committee’s certification of the performance goal following the completion of the applicable annual performance period, and the remaining 2/3 of earned PSUs vest quarterly over the remaining two years, subject to the executive’s continued employment through such vesting date.

Approved Equity Award Value and Calculation of Shares. The Compensation Committee typically approves an overall intended target equity award value for each executive officer after considering the factors described above. Once the equity award value has been determined, the number of RSUs to be granted and the target number of PSUs are each calculated using the average per share closing price of our common stock on the NYSE over the 30 trading days up to and including the date of grant. In the case of PSUs, the final payout is based on the Compensation Committee’s certification of the achievement of the performance goal, as described below. As a result, the intended target value of equity awards approved by the Compensation Committee may differ from the grant date fair values of the RSU and PSU awards as computed in accordance with ASC Topic 718, as shown in the 2024 Summary Compensation Table.

2024 Equity Awards. In February 2024, after considering the factors described above, the Compensation Committee approved annual equity award values for each named executive officer. These annual equity awards consisted of 50% PSU awards and 50% RSU awards, based on the value of the awards calculated as described above. The RSUs vest quarterly over four years, subject to continued employment through the vesting date. The PSUs are described further below.

The 2024 PSU awards were earned based on the achievement of a constant currency revenue (“Revenue CC”) growth metric over the one-year performance period from January 1, 2024 through December 31, 2024. Revenue CC growth measures, year-over-year, the percentage increase in Revenue CC, which is defined as revenue as reported in accordance with GAAP for the applicable year, adjusted for the impact of foreign exchange rates. The 2024 Revenue CC metric was established based on internal operating targets, industry data, and peer group data. For achievement below threshold, no shares would have been earned. For achievement at the threshold (17.4% Revenue CC growth), target (21.0% Revenue CC growth), and maximum (24.8% Revenue CC growth or higher) levels, each executive officer could have earned 50%, 100%, or 150% of his or her target award, respectively. For performance achievement between threshold, target, and maximum amounts, the number of shares earned is interpolated, and no more than 150% of the target award could be earned.

In February 2025, the Compensation Committee certified that the level of achievement of Revenue CC growth for the 2024 PSUs was 20.8%, resulting in 97.5% of the target number of the PSUs being earned.

The table below shows the intended equity award value approved for our named executive officers and the resulting number of RSUs and the target number of PSUs. We note, however, that the reported values in our 2024 Summary Compensation Table may differ from the values reflected below due to fluctuations in our stock price prior to the actual grant date.

(1)

Represents the award values approved by the Compensation Committee. The grant date fair value of the PSU and RSU awards, as computed in accordance with ASC Topic 718, is reported in the 2024 Summary Compensation Table.

(2)

Represents the target number of shares underlying the PSU awards granted in 2024. The actual number of earned PSUs determined following the Compensation Committee’s certification of the level of achievement of the performance goal for the PSUs was as follows: Ms. Rangan: 18,242; Ms. Bueker: 7,216; Mr. Halligan: 2,806; Mr. Shah, 4,009; and Ms. Harvey Dawson, 4,209.

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