Sector: Information Technology
HUBSPOT INC · Meeting: June 15, 2026
Directors FOR
2
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of Five Class III Directors
Against Analysis
Hughes Johnson has served since March 2022, so her tenure meaningfully overlaps the underperformance period. The 3-year TSR trigger fires (HUBS underperforms the compensation peer group median by 53.7 percentage points, well above the 20pp threshold for negative absolute TSR), but the 5-year check shows the gap is only 18.2pp, which does not exceed the 20pp threshold — meaning the longer track record is adequate and the policy requires downgrading the vote from AGAINST to FOR. No overboarding, attendance, or independence concerns identified.
Rangan has served as CEO and director since September 2021, so her tenure fully overlaps the underperformance period. The 3-year trigger fires (53.7pp gap vs peers), but applying the 5-year mitigant — where the gap is only 18.2pp against the same peer group, below the 20pp threshold — the policy requires downgrading to FOR. No overboarding, attendance, or independence concerns apply to her director role.
Simons has served since January 2017, so his tenure fully overlaps the underperformance period. The 3-year trigger fires (53.7pp gap vs peers), but the 5-year check shows a gap of only 18.2pp against the same peer group, which does not exceed the 20pp threshold — indicating the recent 3-year trough sits within an otherwise adequate longer-term record, and the policy requires downgrading the vote to FOR. No overboarding, attendance, or independence concerns identified.
For Analysis
Berry joined the board in April 2026, well within the 24-month new-director exemption from the TSR trigger, and brings strong CFO experience at public technology companies relevant to HubSpot's stage.
Shih joined the board in November 2025, well within the 24-month new-director exemption from the TSR trigger, and brings relevant AI and enterprise software leadership experience.
All five Class III director nominees initially trigger the 3-year peer TSR test (HUBS underperforms its disclosed compensation peer group median by 53.7 percentage points over three years, well above the 20pp threshold for negative absolute TSR). However, applying the 5-year mitigant — the 5-year gap of 18.2pp does not exceed the 20pp threshold — the policy requires downgrading all triggered votes from AGAINST to FOR. Berry and Shih are exempt as new directors within 24 months of joining. The full slate receives a FOR determination. Note: the stock has lost approximately 47% over three years and 60% over five years, representing significant value destruction for shareholders, even if the policy mitigant applies.
CEO
Yamini Rangan
Total Comp
$20,126,620
Prior Support
89%%
The prior year Say on Pay vote received 89% support, well above the 70% threshold that would require a negative response. CEO total compensation of approximately $20.1 million is composed predominantly of variable, performance-linked pay — roughly 50% in time-based stock awards (RSUs) and 50% in performance stock awards (PSUs) that require actual financial results to be met before any shares are earned — with base salary of $700,000 representing only about 3.5% of total compensation, far below the 40% fixed-pay ceiling. The 2025 PSUs were earned at approximately 100% of target based on independently-set revenue growth goals, and cash bonuses paid out at 107% of target driven by above-plan ARR and non-GAAP operating income results, reflecting genuine pay-for-performance alignment. While HubSpot's stock has underperformed its peer group over three years, variable pay was not materially above benchmark and the incentive plan includes meaningful, pre-established performance conditions with objective metrics, so the pay-for-performance alignment check does not trigger a No vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,854,000
Non-Audit Fees
$1,462,000
Non-audit fees (audit-related fees of $440K plus tax fees of $1,020K plus other fees of $2K, totaling approximately $1.462M) represent about 38% of audit fees ($3.854M), which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of HubSpot's size. Auditor tenure is not disclosed in the filing, so per policy the tenure trigger does not fire and no negative inference is drawn. No material restatements were identified.
1 proposal submitted by shareholders
Proposal 5
John Chevedden is a well-known individual governance activist whose proposals have a strong track record of focusing on legitimate shareholder rights improvements — this filer type warrants serious consideration under the policy. The proposal asks for a standard governance right (the ability for shareholders owning 10% of stock to call a special shareholder meeting), which is a mainstream shareholder protection that improves accountability and is already in place at roughly 1,540 Russell 3000 companies according to the company's own proxy. HubSpot currently offers no special meeting right at any threshold, meaning shareholders have no mechanism to convene an extraordinary meeting between annual meetings, which is a meaningful governance gap especially given the stock's sharp multi-year decline. The board's opposition argues a 10% threshold is too low and that it will 'consider' adding a special meeting right before the 2027 proxy season — but that is a non-binding, voluntary commitment with no guaranteed outcome or threshold, and the policy instructs us to discount voluntary promises without concrete timelines. On balance, a structural governance improvement proposed by a credible filer, with no prior-year vote history to weigh, and opposed only by a voluntary future promise, warrants a FOR vote.
HubSpot's 2026 annual meeting ballot is broadly supportable: all five Class III director nominees receive FOR determinations after the 5-year TSR mitigant overrides the 3-year underperformance trigger, the auditor passes the fee-ratio and adequacy tests, Say on Pay passes on the strength of a well-structured performance-linked program and 89% prior-year support, and John Chevedden's special meeting proposal warrants support as a legitimate governance improvement given HubSpot currently provides shareholders no ability to call a special meeting at any threshold. The most notable governance concern is HubSpot's severe stock price decline — down roughly 47% over three years against a peer group that returned +7% — which, while mitigated by the 5-year policy check, represents a real accountability issue that shareholders should monitor closely.
17 companies disclosed in 2026 proxy filing
