DEF 14A of Hubspot Inc, Apr 27, 2026

DEF 14A of Hubspot Inc

Filed Apr 27, 2026 · FY20250001193125-26-182210

Open on EDGAR

  1. PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | ADDITIONAL INFORMATION RELATING TO EXECUTIVE COMPENSATION PROGRAM | 45 | | 2025 Potential Payments upon Termination or Change in Control | 45 | | CEO Pay Ratio | 48 | | Pay Versus Performance | 48 | | Compensation Committee Report | 56 | | RELATED PERSON TRANSACTIONS | 57 | | Certain Relationships and Transactions | 57 | | Policies and Procedures for Related Person Transactions | 58 | | PROPOSAL ONE - ELECTION OF DIRECTORS | 59 | | PROPOSAL TWO - RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 61 | | PROPOSAL THREE – NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 64 | | PROPOSAL FOUR – APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2024 STOCK OPTION AND INCENTIVE PLAN | 65 | | PROPOSAL FIVE – STOCKHOLDER PROPOSAL: SPECIAL SHAREHOLDER MEETING IMPROVEMENT | 73 | | PROPOSAL SIX – APPROVAL OF THE ADJOURNMENT PROPOSAL | 76 | | TRANSACTION OF OTHER BUSINESS | 77 | | ADDITIONAL INFORMATION | 77 | | APPENDIX A - RECONCILIATION OF NON-GAAP OPERATING INCOME AND RECONCILIATION OF CONSTANT CURRENCY REVENUE GROWTH | A-1 | | APPENDIX B - AMENDMENT NO. 1 TO THE HUBSPOT, INC. 2024 STOCK OPTION AND INCENTIVE PLAN | B-1 |

  2. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table identifies our Board and executive officers and sets forth their current position(s) at HubSpot and their ages as of April 27, 2026:

  3. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position | | Executive Officers | | | | Yamini Rangan | 52 | Chief Executive Officer, President, and Director | | Kate Bueker | 55 | Chief Financial Officer and Treasurer | | Erika Fisher | 41 | Chief Legal Officer and Secretary | | Dharmesh Shah | 58 | Co-founder, Chief Technology Officer, and Director | | Brian Halligan (1) | 58 | Co-founder, Director, and Former Executive Chairperson of the Board | | Directors | | | | Andrew Anagnost | 61 | Director | | Mike Berry | 63 | Director | | Nick Caldwell (2) | 44 | Director | | Ron Gill (3) | 60 | Director | | Claire Hughes Johnson | 53 | Director | | Lorrie M. Norrington | 66 | Chairperson | | Clara Shih | 44 | Director | | Jay Simons | 53 | Director | | Jill Ward | 65 | Director |

  4. DIRECTORS AND EXECUTIVE OFFICERS

    (1) Mr. Halligan transitioned to a non-employee director of the company, effective May 8, 2025. (2) Mr. Caldwell is not standing for reelection and will cease serving as a member of the Board immediately following the 2026 Annual Meeting. (3) Mr. Gill will resign as a member of the Board effective June 30, 2026. 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, Governance, and Sustainability Committee to determine that the person is qualified to 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.

  5. DIRECTORS AND EXECUTIVE OFFICERS

    | | Yamini Rangan has served as our Chief Executive Officer, President and a member of our Board since September 2021. She previously served as our Chief Customer Officer between January 2020 and September 2021. Ms. Rangan joined HubSpot from Dropbox, Inc., 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 also served on the board of directors of Splunk Inc. from April 2023 until its acquisition by Cisco Systems, Inc. in March 2024. We believe Ms. Rangan is qualified 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. | | | Erika Fisher has served as our Chief Legal Officer since February 2025. Prior to joining HubSpot, Ms. Fisher served in various legal leadership roles at Atlassian Corporation from 2016 to 2025, including most recently as chief administrative and legal officer. Prior to joining Atlassian, Ms. Fisher practiced law at Weil, Gotshal & Manges LLP and Goodwin Procter LLP. |

  6. DIRECTORS AND EXECUTIVE OFFICERS

    | | 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 the 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. We believe Mr. Shah is qualified 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. | | | Brian Halligan is the Co-founder of the company and has served as a member of our Board since 2005. Mr. Halligan previously served as Executive Chairperson from 2014 until May 2025 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 Corporation, and prior to that PTC Inc. Mr. Halligan served on the board of directors of Fleetmatics Group, a global provider of fleet management solutions until its acquisition by Verizon Communications Inc. in November 2016. In October 2022, he co-founded Propeller Ventures, a climate-focused tech venture capital firm. Mr. Halligan has also served as a senior advisor for Sequoia Capital Operations, LLC, a venture capital firm, since May 2024. We believe Mr. Halligan is qualified 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. | | | Andrew Anagnost has served as a member of our Board since August 2023. Dr. Anagnost has served as President, Chief Executive Officer and a member of the board of directors of Autodesk, Inc., a 3D design, engineering and construction software company, since June 2017. Since joining Autodesk in 1997, Dr. Anagnost has served in various roles, including as its co-chief executive officer from February 2017 to June 2017, chief marketing officer from December 2016 to June 2017, and senior vice president, business strategy & marketing, from March 2012 to June 2017. Prior to joining Autodesk, he was employed at Lockheed Aeronautical Systems Company and EXA Corporation. Dr. Anagnost’s career spans more than 25 years of product, business, and marketing experience focused on driving strategy, transformation, and product development. We believe Dr. Anagnost is qualified to serve as a director on our Board due to his extensive industry experience, global expertise, and knowledge of building software platforms and ecosystems. | | | Mike Berry has served as a member of our Board since April 2026. Mr. Berry has served as Chief Financial Officer at MongoDB, Inc., a developer data platform company, since May 2025. From March 2020 to May 2025, Mr. Berry served as Executive Vice President and Chief Financial Officer for NetApp, Inc. From February 2017 to March 2020, he served as Executive Vice President and Chief Financial Officer for McAfee LLC. He previously served on the board of directors of Certinia (formerly known as FinancialForce.com, Inc.), a cloud-based applications company, and as chair of its audit committee. Mr. Berry received a B.A. in finance from Augsburg College and an M.B.A. in finance from the University of St. Thomas. We believe Mr. Berry is qualified to serve as a director on our Board due to his extensive experience as a chief financial officer at public technology companies. | | | Nick Caldwell has served as a member of our Board since January 2021 and will not stand for reelection at the 2026 Annual Meeting. Mr. Caldwell has also served as the Chief Product Officer for Peloton Interactive, Inc. overseeing a 600-person multi-discipline team, since September 2023. He was previously vice president of engineering for Consumer Products at X Corp. (formerly known as Twitter, Inc.) from June 2020 to December 2021, and general manager for Core Technologies, Inc. from December 2021 to November 2022. From October 2018 to June 2020, Mr. Caldwell served as chief product officer for Looker Data Sciences, Inc., a business intelligence firm acquired by Google LLC in 2020. Prior to that, Mr. Caldwell held the position of vice president of engineering for Reddit, Inc. from October 2016 to October 2018. Mr. Caldwell also spent fifteen years at Microsoft Corporation and held various positions, most recently as general manager for the Power BI product organization. We believe Mr. Caldwell is qualified to serve as a director on our Board due to his technical expertise and extensive experience in scaling product organizations. |

  7. DIRECTORS AND EXECUTIVE OFFICERS

    | | Ron Gill has served as a member of our Board since June 2012 and will resign from the Board effective June 30, 2026. Mr. Gill currently serves as Chief Financial Officer of Benchling, Inc., a cloud-based platform for biotechnology research and development. Prior to his current position, Mr. Gill served as an operating partner of Lead Edge Capital, a growth equity investment firm, from 2018 to 2024. 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 Technologies Inc. and Sony Group Corporation. Mr. Gill qualifies as an “audit committee financial expert” under the Securities and Exchange Commission (the “SEC”) guidelines. We believe Mr. Gill is qualified to serve as a director on our Board due to his broad industry experience and extensive financial leadership experience. | | | Claire Hughes Johnson has served as a member of our Board since March 2022. Since April 2021, Ms. Hughes Johnson has served as a Corporate Officer and Executive Advisor for Stripe, Inc., a financial services company. 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, customer support, risk, real estate, and all of its people functions. Prior to Stripe, Ms. Hughes Johnson spent ten years at Google, Inc. leading sales and operations teams and in general management roles leading product, engineering, sales and operations. Ms. Hughes Johnson has served on the board of directors of Ameresco, Inc. since July 2021 and on the board of directors of Aurora Innovation, Inc. since January 2022. We believe Ms. Hughes Johnson is qualified to serve as a director on our Board due to her extensive operating and leadership experience in fast-growing technology businesses and her deep experience leading go-to-market teams. | | | Lorrie M. Norrington has served as a member of our Board since September 2013 and as Chairperson of the Board since May 2025. Ms. Norrington has served as an Operating Partner of Lead Edge Capital, a growth equity investment firm, since 2012. Ms. Norrington has served on the board of directors of Colgate-Palmolive Company since 2015, and Asana, Inc. since July 2019. Ms. Norrington will resign from board of directors of Asana, Inc. effective June 8, 2026. Ms. Norrington also previously served on the boards of directors of Autodesk, Inc. from March 2011 to May 2025 and on the board of directors of Eventbrite, Inc., Duo Security, Signal Sciences, Shopping.com, McAfee, Lucasfilm and 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, Inc., including president of global marketplaces, chief executive officer of Shopping.com, senior vice president of Intuit, and an officer of General Electric Company. We believe Ms. Norrington is qualified to serve as a director on our Board due to her broad technology industry experience, including over 40 years of operating experience in technology, software and internet businesses, and her experience as a current and former director of other public companies. | | | Clara Shih has served as a member of our Board since November 2025. Ms. Shih serves as a Senior Advisor at Meta Platforms, Inc., a technology company, since November 2025 and previously served as Head of the Business AI Group at Meta from October 2024 to November 2025. Prior to Meta, Ms. Shih held senior leadership roles at Salesforce, Inc. from 2020 to 2024, including as its chief executive officer of Salesforce AI and chief executive officer of Service Cloud. Ms. Shih previously served on the board of directors of Starbucks Corporation, a public company, from 2011 to 2023. We believe Ms. Shih is qualified to serve as a director on our Board due to her extensive experience as a technology entrepreneur and executive and her leadership in artificial intelligence and customer engagement platforms. | | | Jay Simons has served as a member of our Board since January 2017. Mr. Simons has been a General Partner at Bond Capital Management LP, an investment firm, since November 2020. 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, he served in various roles, including vice president, product marketing & strategy, at Plumtree Software, Inc., a web software company, which was acquired by BEA Systems, Inc. in 2005. He also previously served as a director of Dragoneer Growth Opportunities Corp. I from July 2020 to July |

  8. DIRECTORS AND EXECUTIVE OFFICERS

    | | 2021, of Dragoneer Growth Opportunities Corp. II from November 2020 to December 2021, and of Dragoneer Growth Opportunities Corp. III from March 2021 until April 2023. We believe Mr. Simons is qualified 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 Dynatrace, Inc., a technology company, since September 2019. Ms. Ward served on the board of directors of Informatica Inc., an enterprise cloud data management company, from May 2021 to November 2025. From October 2018 to February 2020, Ms. Ward served as an operating partner of Lead Edge Capital, a growth equity investment firm. From December 2018 to October 2019, she served as a director of Carbon Black Inc. In 2018, she served as a director of Adaptive Insights, which was acquired by Workday, Inc. in 2018. Ms. Ward previously served as president and chief operating officer of Fleetmatics from 2015 until its acquisition by Verizon Communications Inc. in 2016. From 2001 to 2014, Ms. Ward served as vice president and then senior vice president and general manager at Intuit Inc. Prior to 2001, Ms. Ward’s experience included leadership roles at Fidelity Investments and Bain & Company. We believe Ms. Ward is qualified to serve as a director on our Board due to her extensive experience leading and scaling technology businesses, her skills at building customer and partner relationships, and her expertise as a director at growth-oriented technology companies. |

  9. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The Board has delegated the director selection and nomination process to the Nominating, Governance, and Sustainability 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, Governance, and Sustainability 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, Governance, and Sustainability Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating, Governance, and Sustainability Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating, Governance, and Sustainability Committee. The Nominating, Governance, and Sustainability Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the Nominating, Governance, and Sustainability Committee deems to be appropriate in the evaluation process. The Nominating, Governance, and Sustainability 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. Among other factors, the Board reviews and considers director tenure and age as factors in assessing its ongoing needs, but the Board has not adopted term limits or a mandatory retirement age for individual directors. Based on the results of the evaluation process, the Nominating, Governance, and Sustainability Committee recommends candidates for the Board’s approval as director nominees for election to the Board. From time to time, we have engaged, for a fee, a third-party search firm to assist the Nominating, Governance, and Sustainability Committee with identifying, evaluating, and screening Board candidates for the company. Heidrick & Struggles and True Search assisted the Nominating, Governance, and Sustainability Committee with evaluating and screening Ms. Shih, who was appointed to the Board in November 2025, and Mr. Berry in April 2026, respectively. The Board’s commitment to strategic refreshment has led to the appointment of Ms. Shih to our Board in November 2025 and Mr. Berry in April 2026. Continued refreshment ensures that the Board is representative of the experience, perspectives, and skill sets that promote effective oversight as our business evolves.

  10. Compensation of Non-Employee Directors

    Compensation of Non-Employee Directors Pursuant to our Non-Employee Director Compensation Policy in effect for 2025, our non-employee directors were paid an annual cash retainer of $50,000. Ms. Norrington, as our Lead Independent Director until May 2025, was paid an additional cash retainer of approximately $25,000 (pro-rated in 2025), as well as an annual cash retainer of approximately $75,000 (pro-rated in 2025) for her role as our Chairperson from May 2025 onwards, and committee members and committee chairs received additional annual cash retainer fees as set forth below:

  11. Compensation of Non-Employee Directors

    | | Audit Committee | Compensation Committee | Nominating, Governance, and Sustainability Committee | | Annual Committee Member Retainer | $15,000 | $10,000 | $6,000 | | Annual Committee Chair Retainer | $20,000 | $15,000 | $8,500 |

  12. Compensation of Non-Employee Directors

    In addition, pursuant to our Non-Employee Director Compensation Policy, each of our non-employee directors received an annual equity award with a value of $250,000, 100% of which was in the form of a restricted stock unit (“RSU”) award settled in shares of our common stock. Prior to 2024, 25% of the annual equity award was granted as an option to purchase shares of our common stock (“Option”) and 75% was in the form of RSUs. Annual equity awards vest in equal quarterly installments over a one-year period from 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 equity 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 2024 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 through the recommendations of the Compensation Committee. The Board also considers input from the Compensation Committee’s independent compensation consultant, 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 paid to the non-employee members of our Board during the year ended December 31, 2025 pursuant to our Non-Employee Director Compensation Policy. The table excludes Ms. Rangan and Mr. Shah, who are named executive officers of the company and did not receive any additional compensation for their service as directors in 2025. Mr. Halligan’s 2025 compensation earned as a named executive officer and as a non-employee director for a portion of 2025 and the compensation received by Ms. Rangan and Mr. Shah during 2025 is set forth in the section of this Proxy Statement captioned “Executive Compensation— 2025 Summary Compensation Table.”

  13. 2025 Director Compensation Table

    2025 Director Compensation Table

  14. 2025 Director Compensation Table

    | | Fees Earned | | | | | or Paid in | Stock | | | | Cash | Awards | Total | | Name | ($) | ($) (1) | ($) | | Andrew Anagnost | 60,000 | 239,716 | 299,716 | | Nick Caldwell (2) | 65,000 | 239,716 | 304,716 | | Ron Gill | 85,000 | 239,716 | 324,716 | | Claire Hughes Johnson | 66,000 | 239,716 | 305,716 | | Lorrie M. Norrington | 110,167(3) | 239,716 | 349,883 | | Clara Shih (4) | — | 153,320 | 153,320 | | Jay Simons | 75,000 | 239,716 | 314,716 | | Jill Ward | 79,500 | 239,716 | 319,216 |

  15. 2025 Director Compensation Table

    (1) The amounts reported represent the aggregate grant-date fair value of RSUs settled in shares of our common stock calculated in accordance with Financial Accounting Standard Board, Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“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 2025 Form 10-K. (2) Mr. Caldwell is not standing for reelection at the Annual Meeting. (3) Reflects a pro-rated payment of $10,416 for service as Lead Independent Director from January 1, 2025 through May 7, 2025 and a pro-rated payment of $43,750 for service as Chairperson from May 8, 2025 through December 31, 2025. (4) Ms. Shih was paid for her service as a director in 2025 in the first quarter of 2026.

  16. 2025 Executive Compensation Program Highlights

    2025 Executive Compensation Program Highlights Highlights of our 2025 executive compensation program include: • Voluntary request by our co-founders, Messrs. Halligan and Shah, to maintain their respective base salaries at $1 and forego annual cash bonuses. • No changes to target annual cash bonus opportunities (as a percentage of base salary) for our non-founder named executive officers – our CEO, CFO and CLO – as they remain market-competitive. • Continued use of PSU awards to our named executive officers in support of our pay-for-performance philosophy, which are earned and vest only if the pre-established financial performance metric is achieved. • Our named executive officers and directors are subject to robust stock ownership guidelines.

  17. Compensation Philosophy

    | | What We Do | | What We Don’t Do | | √ | Maintain an SEC- and NYSE-compliant compensation clawback policy that applies to both cash and equity incentive compensation | × | No perquisites over $10,000 | | √ | Maintain rigorous stock ownership guidelines for our executive officers and non-employee directors | × | No repricing of underwater stock options without prior stockholder approval | | √ | Use “double-trigger” change in control provisions for equity awards | × | No hedging and general prohibition on pledging of HubSpot common stock by employees, executive officers, or Board members | | √ | Use an independent compensation consultant that provides no other services to HubSpot | × | No “single trigger” benefits or excise tax gross-ups upon a change in control of the company | | √ | Have a compensation committee composed entirely of independent directors | × | No pension plans or executive-only retirement benefits | | √ | Cap annual cash bonus payments and performance-based equity award payouts | | | | √ | Use objective, pre-established performance measures for annual cash bonus program and performance-based equity awards | | | | √ | Annual stockholder advisory vote on named executive officer compensation | | | | √ | Regular reviews of peer -group- based executive compensation market data | | | | √ | Structure executive compensation to link pay and performance, with a significant portion variable and at-risk | | | | √ | Perform annual compensation risk assessment | | |

  18. Emphasis on Performance-Based Executive Compensation

    Emphasis on Performance-Based Executive Compensation Our executive compensation program is designed to support our pay-for-performance philosophy, with a significant amount of compensation allocated to variable, at-risk compensation that is tied to key company performance measures to align the incentives of our executive officers with the interests of our stockholders. The following shows the percentage of total target annual compensation allocated to variable, at-risk compensation for the CEO and for the other named executive officers, on average: Additionally, consistent with the Committee’s “pay-for-performance” philosophy, the vast majority of our CEO’s target pay is at risk and/or performance-based. As a result, we believe that the value that will ultimately be realized by our CEO aligns with the company’s strategic and financial results and stock price performance. We believe that presenting both grant date value and realizable value compensation perspectives provides valuable data points to evaluate the alignment between pay and performance for our CEO. The chart below compares 2025 compensation paid to Yamini Rangan, our CEO, as reported in the Summary Compensation Table of this proxy statement, to the value of the pay realizable by Ms. Rangan as of fiscal year end 2025. For the chart below, 2025 realizable compensation represents: (1) total compensation, as determined under applicable SEC rules and reported in the Summary Compensation Table, minus (2) the aggregate grant date fair value of all equity awards (as reflected in the Stock Awards and Option Awards columns), plus (3) the actual intrinsic value of the equity awards granted to Ms. Rangan in 2025 (for RSUs this reflects the number of shares multiplied by our closing stock price on December 31, 2025 and for the revenue PSUs this reflects the number of shares earned in 2025 that vested in January 2026 multiplied by our closing stock price on December 31, 2025).

  19. Emphasis on Performance-Based Executive Compensation

    | Compensation Element | Initial Value | Realizable Value | # Shares | Share Price as of Grant Date and Fiscal Year End* | % Earned | | Salary | 700,000 | 700,000 | | | | | Earned Bonus | 745,850 | 745,850 | | | 107% | | RSU Value | 9,337,885 | 5,295,555 | 13,196 | $707.63 on 3/3/25 | | | PSU Value | 9,337,885 | 5,300,850 | 13,196 | $401.30 on 12/31/25 | 100% | | Total | 20,121,620 | 12,042,255 | 26,392 | | |

  20. Components of Executive Compensation

    | 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 time-based and performance-based equity awards | To retain and motivate our executives, reward them for the achievement of key company objectives set by the Compensation Committee at the beginning of the year, and align their long-term interests with those of our stockholders. | | Other benefits | General employee medical and dental plans, flexible time off, life and disability insurance and Section 401(k) plan employer matching contributions, all designed to provide employee benefits competitive with those offered by our compensation peer group and other companies with which we compete for talent. |

  21. Components of Executive Compensation

    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 elements, we generally target our long-term incentive compensation to be a significant majority of an executive’s target total direct compensation opportunity. 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.

  22. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For 2025, 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 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 levels and structure, and long-term incentive compensation levels and structure. In addition, Compensia also reviewed compensation for the non-employee members of the Board of Directors 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. In addition, the Compensation Committee evaluated the independence of its other outside advisors, 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 opportunities, and long-term incentive compensation awards within the company’s compensation peer group and relevant compensation survey data for the Compensation Committee to consider. Compensia also advises the Committee on the structure and mix of our short-and long-term incentive plans. 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. Use of Competitive Market Data and Compensation Peer Groups 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 and compensation structures. 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 generally considered similar to us at the time of selection based on industry, business focus, various financial criteria, including revenue, revenue growth rate, and market capitalization and secondary factors including review of identified labor competitors, the peer groups used by prominent proxy advisory firms, and companies that list HubSpot as a peer. Peer revenue range is generally 0.5x to 2.5x to ours and market capitalization range is generally 0.3x to 3.0x to ours. These ranges align with parameters used by Institutional Shareholder Services (“ISS”). In selecting the compensation peer group, the Compensation Committee considered the ISS-proposed peer group as a reference point, but determined that ISS's methodology, which is primarily index- and revenue-based, does not alone fully capture HubSpot's relevant competitive market for executive talent. Accordingly, the Committee also focused on software and technology companies with comparable subscription business models, growth profiles, and scale. The Compensation Committee reviews the peer group annually and may replace some or all member companies as changes in market position and company size, including HubSpot's own, suggest more representative alternatives. For its review and analysis of the compensation of our named executive officers for 2025, the Compensation Committee approved the following 17 companies as our compensation peer group to ensure that the Compensation Committee had sufficiently robust and defensible market perspective to consider in compensation decision-making:

  23. Role of the Compensation Consultant

    | Ansys, Inc. (1) | Elastic N.V. | Snowflake Inc. | | Atlassian Corporation Plc | Fair Isaac Corporation | The Trade Desk, Inc. | | Cloudflare, Inc. | Fortinet, Inc. | Twilio Inc. | | CrowdStrike Holdings, Inc. | MongoDB, Inc. | Veeva Systems Inc. | | Datadog, Inc. | Okta, Inc. | Zscaler, Inc. | | DocuSign, Inc. | Paycom Software, Inc. | |

  24. Role of the Compensation Consultant

    (1) Ansys, Inc. was acquired in July 2025 and will no longer be considered a peer for the fiscal year ended December 31, 2026. Because publicly-available compensation data is generally limited to that of a company’s CEO, CFO, and up to three most highly-compensated other executive officers, the Compensation Committee also utilized compensation data based on a custom cut of the Radford Global Technology Survey (which includes 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 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 believed that these companies compete with us for executive talent and were also similar to us in terms of industry, revenue, revenue growth rate, and market capitalization and had comparable executive positions (based on role and responsibilities). While competition for executive talent can arise from a myriad of companies, we believe that the companies in our peer group are generally similarly situated in attracting and retaining executives 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.

  25. Consideration of Say-On-Pay Advisory Vote

    Consideration of Say-On-Pay Advisory Vote At our 2025 Annual Meeting of stockholders, approximately 89% of the votes cast on the non-binding, advisory say-on-pay proposal were voted to approve the 2024 compensation of our named executive officers. The Compensation Committee believes that the vote outcome indicates that stockholders generally support the structure of our executive compensation program. In light of the results of the advisory say-on-pay vote on the 2024 compensation of our named executive officers, the Compensation Committee structured executive compensation for 2025 in a manner that was generally consistent with our 2024 executive compensation program, including the continuation of PSU awards, which were introduced in 2024, as discussed below. Stockholders will continue to 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. See “Stakeholder Engagement/Stockholder Engagement” for information on our 2025 stockholder engagement process. We have a demonstrated history of making changes in response to stockholder feedback. For example, in 2023, based in part on feedback from discussions with investors in 2022 and 2023 and our commitment to long-term impact and performance, we introduced PSUs that are earned and vest only if certain pre-established financial performance metrics intended to drive the growth of our business and long-term shareholder value are achieved. These PSU awards are discussed in more detail below.

  26. Base Salaries

    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: • Each named executive officer’s position, the scope and complexity of such position, and individual performance. • 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. • 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 2025, 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 2024, as well as reviewing internal parity among our named executive officers, the Compensation Committee made a market-based adjustment to Ms. Bueker’s base salary for 2025 to align with salaries for similarly situated CFOs in the company’s peer group and in market survey data. The Compensation Committee maintained the salary for Ms. Rangan at her 2024 level. As they did in 2024, Messrs. Halligan and Shah each requested that their respective base salaries be maintained at $1 for 2025. The base salary for Ms. Fisher reflects her start date of February 3, 2025. The following table sets forth the base salaries for our named executive officers for fiscal 2024 and 2025:

  27. Annual Cash Bonuses

    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. 2025 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 2025, 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 maintained Mses. Bueker and Rangan’s bonus opportunity targets for 2025 to align with peer group and market survey data. As in 2024, Messrs. Halligan and Shah elected to forego any annual cash bonus opportunities under the Bonus Plan for 2025. Ms. Fisher’s target bonus opportunity was determined in connection with her hiring in February 2025. The following table sets forth the target annual cash bonus opportunities for our named executive officers under our Bonus Plan for 2025:

  28. Annual Cash Bonuses

    | Named Executive Officer | 2024 Target Bonus Opportunity (as % of annual base salary) (1) | 2025 Target Bonus Opportunity (as % of annual base salary) (1) | % Change | | Yamini Rangan | 100% | 100% | No change | | Kate Bueker | 75% | 75% | No change | | Erika Fisher (2) | N/A | 60% | N/A | | Dharmesh Shah | 0% | 0% | No change | | Brian Halligan (3) | 0% | 0% | No change |

  29. Annual Cash Bonuses

    (1) Target annual cash bonus opportunities were effective as of January 1, 2025. (2) Ms. Fisher joined the company on February 3, 2025. Mr. Halligan transitioned to a non-employee director of the company, effective May 8, 2025. 2025 Annual Cash Bonus Performance Measures. For 2025, 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, 2025 and December 31, 2025. 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 177.5% of a named executive officer’s target annual cash bonus opportunity. For purposes of the Bonus Plan: 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 (with the exception of one-time untiering events). 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 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. • 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. 2025 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 example, for 2025, the Compensation Committee set the ARR install base and non‑GAAP operating income targets at levels that required meaningful improvement over 2024 performance and were calibrated to our Board‑approved operating plan, such that target bonus payouts would be earned only if we achieved or exceeded those internal expectations. In addition, when determining bonus outcomes, the Committee exercised negative discretion to exclude approximately $30 million of foreign‑exchange tailwinds from non‑GAAP operating income for the second half of 2025 to avoid windfall payouts unrelated to underlying operating performance. For ARR, the Compensation Committee established payout levels for 50% (threshold payout), 75%, 100% (target payout), 105%, 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%, 100% (target payout), 105%, and 125% (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 177.5% of a named executive officer’s target annual cash bonus opportunity:

  30. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    EQUALS 177.5% of Target Annual Cash Bonus Opportunity The table below shows our 2025 ARR and non-GAAP operating income target levels compared to our actual results and related achievement:

  31. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    | | Weight | Original Target | Actual | Score | Payout (Score x Weight) | | 2025 – First Half (as of June 30, 2025) | | | | | | | ARR Install Base | 70% | $3.182 billion | $3.201 billion | 110% | 77% | | Non-GAAP Operating Income | 30% | $220.6 million | $229.4 million | 108% | 32% | | | | | | | 109% | | 2025 – Second Half (as of December 31, 2025) | | | | | | | ARR Install Base | 70% | $3.490 billion | $3.517 billion | 104% | 73% | | Non-GAAP Operating Income | 30% | $543.2 million | $552.1 million | 104% | 31% | | | | | | | 104% |

  32. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    For the six-month period ended June 30, 2025, we recorded ARR install base of $3.20 billion, which was above the targeted ARR performance level of $3.18 billion. As a result, the payout associated with ARR was 110% of target. Our non-GAAP operating income of $229.4 million for the six-month period ended June 30, 2025 was above the target level of $220.6 million. As a result, the payout associated with non-GAAP operating income for that period was 108% of target. Based on the weighting of the performance measures, the payout for the first half of 2025 was equal to 109.4% of the target annual cash bonus opportunity for that six-month period. For the six-month period ended December 31, 2025, we recorded ARR install base of $3.517 billion, which was above the targeted ARR performance level of $3.49 billion. As a result, the payout associated with ARR for that period was 104% of target. Our non-GAAP operating income of $552.1 million for the six-month period ended December 31, 2025 exceeded the target level of $543.2 million. In calculating second-half 2025 non-GAAP operating income for purposes of the management bonus plan, approximately $30 million of foreign currency exchange rate tailwinds were excluded from operating profit in order to align payouts with underlying constant-currency performance. As a result, the payout associated with non-GAAP operating income for that period was 104% of target. Based on the weighting of the performance measures, the payout for the second half of 2025 was equal to 103.7% of the target cash bonus opportunity for that six-month period. The following table presents supplemental ending ARR information on a consistent basis across periods to improve comparability. As our ARR definition and reporting have evolved, prior period amounts used for our performance targets are not directly comparable to current period ARR. The supplemental disclosures below are intended to provide additional transparency into ARR performance over time. On this basis, net new ARR (“NNARR”) grew 23% in 2025, or 24% including Clearbit.

  33. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    | | 2023 (as of December 31, 2023) | 2024 (as of December 31, 2024) | 2025 (as of December 31, 2025) | | ARR Install Base excluding Clearbit and one-time Partner untiering events | $2.429 billion | $2.900 billion | $3.481 billion |

  34. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    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 2025 under the Bonus Plan are set forth in the table below.

  35. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    | Named Executive Officer | First Half 2025 Bonus Payment ($) | Second Half 2025 Bonus Payment ($) | 2025 Total Bonus Payment ($) | Total Bonus Payment as a % of Target Bonus Opportunity (1) | | Yamini Rangan | 382,900 | 362,950 | 745,850 | 107% | | Kate Bueker | 220,130 | 209,993 | 430,123 | 107% | | Erika Fisher | 134,181 | 155,550 | 289,731 | 105% | | Dharmesh Shah (2) | — | — | — | — | | Brian Halligan (2) | — | — | — | — |

  36. EQUALS 177.5% of Target Annual Cash Bonus Opportunity

    (1) The amounts in this column represent the 2025 total bonus payment as a percentage of the named executive officer’s 2025 target bonus opportunity. Ms. Bueker received an increase in her base salary that was effective as of February 1, 2025, and her 2025 total bonus payments were calculated on a pro rata basis using her effective base salary during the relevant periods. (2) In 2025, Messrs. Halligan and Shah forwent any cash bonus payments under the Bonus Plan.

  37. Long-Term Incentive Compensation

    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. 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. Performance Stock Unit Awards. We also grant PSU awards to our executive officers and other senior executives. PSU awards strongly 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 2025 Summary Compensation Table. 2025 Equity Awards. In February 2025, after considering the factors described above, the Compensation Committee approved annual equity award values for Mses. Bueker and Rangan and Messrs. Halligan and Shah. 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 2025 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, 2025 through December 31, 2025. This performance period aligns with the market, provides flexibility to shift corporate performance metrics in real time each year as the company strategy evolves, and allows for more durability in forecasting versus multi-year plans while still ensuring a rigorous performance bar given the levels of revenue growth needed all along the performance scale. 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 2025 Revenue CC metric was established based on rigorous internal operating targets reflecting meaningful year-over-year improvement, industry data, and peer group data. For achievement below threshold, no shares would have been earned. For achievement at the threshold (16.9% Revenue CC growth), target (18.1% Revenue CC growth), and maximum (20.0% Revenue CC growth or higher) levels, each executive officer could have earned 50%, 100%, or 200% 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 200% of the target award could be earned. In February 2026, the Compensation Committee certified that the level of achievement of Revenue CC growth for the 2025 PSUs was 18.2%, resulting in 100.1% of the target number of the PSUs being earned. Ms. Fisher was not eligible to receive PSUs in 2025, receiving instead (i) a new hire equity grant of RSUs valued at $10,000,000 vesting over three years, with one-sixth vested on August 3, 2025 and the remaining vesting quarterly thereafter and (ii) a one-time equity grant of RSUs valued at $2,000,000 vesting over three years, with a quarter vested on August 3, 2025 and the remaining vesting quarterly thereafter. Ms. Fisher’s one-time awards were approved by the Compensation Committee based on its review of our executive compensation program, competitive market data, and the level, position, objectives, and scope of responsibility of the CLO role. 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 2025 Summary Compensation Table may differ from the values reflected below due to fluctuations in our stock price prior to the actual grant date.

  38. Long-Term Incentive Compensation

    | Named Executive Officer | Approved Value ($)(1) | Restricted Stock Units (#) | Performance Stock Units (#) (2) | | Yamini Rangan | 20,000,000 | 13,196 | 13,196 | | Kate Bueker | 9,000,000 | 5,938 | 5,938 | | Erika Fisher (3) | 12,000,000 | 15,835 | — | | Dharmesh Shah | 5,000,000 | 3,299 | 3,299 | | Brian Halligan | 3,500,000 | 2,309 | 2,309 |

  39. Long-Term Incentive Compensation

    (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 2025 Summary Compensation Table. (2) Represents the target number of shares underlying the PSU awards granted in 2025. 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: 13,209; Ms. Bueker: 5,943; Mr. Halligan: 2,311; and Mr. Shah, 3,302. (3) Reflects Ms. Fisher’s new hire equity grant and one-time equity grant described above. Ms. Fisher will be eligible for PSUs in 2026.

  40. Severance and Change in Control Payments and Benefits

    Severance and Change in Control Payments and Benefits After reviewing market practices among companies of similar size and complexity, the Committee adopted a formal executive severance program in 2025, including both standard involuntary termination protections and change-in-control provisions. The program is intended to align with peer practice, support recruitment and retention of senior leaders, and provide continuity during periods of transition. Our named executive officers, except Messrs. Halligan and Shah, are eligible to receive severance payments and benefits in the event of a qualifying termination of their employment with the company, pursuant to the company's Executive Severance Plan (the “Executive Severance Plan”) adopted on April 10, 2025, and as further described below under “Potential Payments Upon Termination or Change in Control.” All of the current outstanding equity awards for all employees, including our named executive officers, under our 2024 Plan and the 2014 Stock Option and Incentive Plan, as amended, (the “2014 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 well as a vesting acceleration provision in the event of the grantee’s death, as further described below under “Potential Payments Upon Termination or Change in Control.” By establishing a policy-based framework, the Committee introduced consistent, standardized terms, reduced reliance on case-by-case arrangements, and reinforced disciplined governance aligned with the company’s scale and stage.

  41. Policy for Recoupment of Incentive Compensation

    Policy for Recoupment of Incentive Compensation We have adopted a Policy for Recoupment of Incentive Compensation (the “Clawback Policy”) that complies with the applicable SEC rules and NYSE listing standards. The Clawback Policy provides that if we are required to prepare a restatement of our previously-issued financial statements due to our material non-compliance with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then we will, subject to certain limited exceptions described in the Clawback Policy and permitted under final NYSE listing rules, recover from any current or former executive officer any Excess Compensation. For purposes of the Clawback Policy, Excess Compensation is any compensation that is granted, earned, or vested based, in whole or in part, upon the attainment of a financial reporting measure and that was received by the officer after the effective date of the Clawback Policy and during the three fiscal years immediately preceding the date that we are required to restate our financial statements that were in excess of the amount the executive officer would have received if the compensation had been calculated based on the financial results reported in the restated financial statements. Policies and Practices Related to the Grant of Certain Equity Awards It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We generally make awards on pre-determined dates. Typically, annual equity awards to eligible employees, including executives, are granted on the first trading day of the month following approval unless otherwise predetermined. Executive awards are generally approved at the Compensation Committee’s regularly scheduled meeting in January or February, while awards for other eligible employees are typically approved in April. Annual awards to members of our Board are made on the date of our annual meeting of stockholders, and awards to new hires or in connection with a promotion are generally made on the first trading day of the month following the later of approval of the award or the employee’s date of hire or promotion, as applicable. We did not grant any stock options, stock appreciation rights or similar option-like instruments in 2025.

  42. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow ASC Topic 718 for our 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, RSU awards, and PSU awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables 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 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 stock-based compensation awards.

  43. Compensation Risk Assessment

    Compensation Risk Assessment As part of its review of the compensation to be paid to our executive officers, as well as the compensation programs generally available to our employees, the Compensation Committee, with the help of its independent compensation consultant, Compensia, 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 top- and bottom-line performance during the fiscal year compared to pre-established target levels for two measures: ARR and non-GAAP operating income. PSU awards are earned based on achievement of pre-established Revenue CC growth targets. 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 long-term interests with those of our stockholders. These risk-mitigating factors are also present in our company-wide compensation program along with our Stock Ownership, Insider Trading, Anti-Hedging and Anti-Pledging, and Clawback policies described above. 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.

  44. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  45. 2025 SUMMARY COMPENSATION TABLE

    | | | | | | | Non-Equity | | | | | | | | Stock | Option | Incentive Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | ($) (1) | ($) (1) | ($) (2) | ($)(3) | ($) | | Yamini Rangan | 2025 | 700,000 | — | 18,675,770 | — | 745,850 | 5,000 | 20,126,620 | | | 2024 | 641,667 | — | 23,716,796 | — | 494,083 | 5,000 | 24,857,546 | | Chief Executive Officer | 2023 | 1 | — | 22,604,287 | 3,277,416 | — | — | 25,881,704 | | Kate Bueker | 2025 | 538,333 | — | 8,403,814 | — | 430,122 | 5,000 | 9,377,269 | | | 2024 | 518,333 | — | 9,382,775 | — | 299,338 | 5,000 | 10,205,446 | | Chief Financial Officer | 2023 | 497,500 | — | 7,377,935 | 1,069,613 | 217,106 | 2,500 | 9,164,654 | | Erika Fisher | 2025 | 458,333 | — | 11,205,321 | — | 289,731 | 6,196 | 11,959,581 | | | 2024 | — | — | — | — | — | — | — | | Chief Legal Officer | 2023 | — | — | — | — | — | — | — | | Dharmesh Shah (4) | 2025 | 1 | — | 4,668,942 | — | — | — | 4,668,943 | | | 2024 | 1 | — | 5,212,371 | — | — | — | 5,212,372 | | Chief Technology Officer | 2023 | 1 | — | 4,149,681 | 601,591 | — | — | 4,751,273 | | Brian Halligan (4) | 2025 | — | — | 3,267,836 | — | — | 29,167(5) | 3,297,003 | | | 2024 | 1 | — | 3,648,153 | — | — | — | 3,648,154 | | Director; Former Executive Chairperson | 2023 | 1 | — | 4,841,614 | 701,821 | — | — | 5,543,436 |

  46. 2025 SUMMARY COMPENSATION TABLE

    The amounts reported represent the aggregate grant-date fair value of RSUs and PSUs 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. The value of the PSU awards is based upon the probable outcome of the performance conditions, which is assumed to be the target level of achievement. 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 2025 Form 10-K. The value of the PSU awards granted in 2025 assuming the maximum level of performance achievement would be $14,006,828, $6,302,860, $2,450,877, and $3,501,707 for Ms. Rangan, Ms. Bueker, Mr. Halligan, and Mr. Shah. (2) The amounts reported reflect performance-based cash bonus payments awarded based on the achievement of certain corporate performance goals under the Bonus Plan. (3) The amounts reported for 2025 include: for Mses. Bueker, Fisher, and Rangan, section 401(k) matching contributions, and for Ms. Fisher, tax reimbursement in the amount of $1,196 on tax imputed income for remote work allowance. (4) During 2025, Messrs. Halligan and Shah voluntarily elected to receive a base salary of $1 and to forgo any cash bonus payments under the Bonus Plan. Reflects the pro-rated amount of the annual non-employee director cash retainer of $50,000 paid to Mr. Halligan in 2025 for his service as a non-employee director from June 1, 2025 through September 30, 2025.

  47. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 GRANTS OF PLAN-BASED AWARDS TABLE

  48. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | Estimated Future Payouts Under Non-Equity Incentive | | | Estimated Future Payouts Under Equity Incentive | | | All other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock | | | | | Plan Awards (2) | | | Plan Awards (3) | | | Stock or | Awards | | | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | | | Name | Date | Date (1) | ($) | ($) | ($) | (#) | (#) | (#) | (#) (4) | ($) (5) | | Yamini Rangan | | | 350,000 | 700,000 | 1,190,000 | | | | | | | | 3/3/2025 | 2/3/2025 | | | | 6,598 | 13,196 | 19,794 | | 9,337,885 | | | 3/3/2025 | 2/3/2025 | | | | | | | 13,196 | 9,337,885 | | Kate Bueker | | | 202,500 | 405,000 | 688,500 | | | | | | | | 3/3/2025 | 1/27/2025 | | | | 2,969 | 5,938 | 8,907 | | 4,201,907 | | | 3/3/2025 | 1/27/2025 | | | | | | | 5,938 | 4,201,907 | | Erika Fisher | 3/3/2025 | 1/27/2025 | 137,500 | 275,000 | 412,500 | | | | | | | | 3/3/2025 | 1/27/2025 | | | | | | | 13,196(6) | 9,337,885 | | | 3/3/2025 | 1/27/2025 | | | | | | | 2,639(7) | 1,867,436 | | Dharmesh Shah (8) | 3/3/2025 | 1/27/2025 | | | | 1,649 | 3,299 | 4,949 | | 2,334,471 | | | 3/3/2025 | 1/27/2025 | | | | | | | 3,299 | 2,334,471 | | Brian Halligan (8) | 3/3/2025 | 1/27/2025 | | | | 1,154 | 2,309 | 3,464 | | 1,633,918 | | | 3/3/2025 | 1/27/2025 | | | | | | | 2,309 | 1,633,918 |

  49. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    (1) The “Approval Date” refers to the date on which the Compensation Committee approved the grants reported in the table. (2) 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 2025, the program provided the potential to earn a maximum of 200% 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 2025 are reported in the "Non-Equity Incentive Plan Compensation" column of the "2025 Summary Compensation Table" above. (3) Represents the threshold, target, and maximum number of PSUs granted under our 2024 Plan. These PSU awards were earned at 100.1% of the target level of performance based upon achievement of Revenue CC growth over the one-year performance period ended December 31, 2025 and vest over three years, with ⅓ of the earned PSUs vesting upon certification of the performance conditions (which occurred in February 2026), and the remaining ⅔ of the earned PSUs vesting quarterly over the remaining two years, subject to the named executive officer’s continued employment through such vesting date. The performance conditions and other terms of the PSUs are described in the “Performance Stock Unit Awards” section of the Compensation Discussion and Analysis in this Proxy Statement. (4) Consists of RSUs granted under our 2024 Plan. Except as described below, each RSU award vests over four years from March 1, 2025 in 16 equal quarterly installments, subject to the named executive officer’s continued employment through such vesting date. (5) The amounts reported represent the aggregate grant-date fair value of the RSU and PSU awards calculated in accordance with ASC Topic 718. The value of the PSU awards is based upon the probable outcome of the performance conditions, which is assumed to be the target level of achievement. 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 2025 Form 10-K. (6) Ms. Fisher’s new hire RSU award vests over three years, with 16.67% vested on August 3, 2025 and the remaining vesting in equal quarterly installments thereafter. (7) Ms. Fisher’s one-time RSU award vests over three years, with 25% vested on August 3, 2025 and the remaining vesting in equal quarterly installments thereafter. (8) For fiscal year 2025, Messrs. Halligan and Shah forwent any cash bonus payments under the Bonus Plan.

  50. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  51. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 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 | 9,972 | — | 173.00 | | 1/8/2030 | — | — | | | 2/1/2021 | 1/1/2021 | 5,028 | — | 381.74 | | 2/1/2031 | — | — | | | 10/1/2021 | 9/1/2021 | 2,924 | — | 684 | | 10/1/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 12,992 | 867 | 490.47 | | 2/1/2032 | — | — | | | 2/1/2022 | 1/1/2022 | — | — | — | — | — | 1,120 | 449,456 | | | 3/1/2023 | 1/1/2023 | 10,678 | 4,854 | 383.13 | | 3/1/2033 | — | — | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 7,902 | 3,171,073 | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 2,823(5) | 1,132,870 | | | 3/1/2024 | 3/1/2024 | — | — | — | | — | 10,525 | 4,223,683 | | | 3/1/2024 | 1/1/2024 | — | — | — | | — | 7,602(5) | 3,050,683 | | | 3/3/2025 | 3/1/2025 | — | — | — | | — | 10,722 | 4,302,739 | | | 3/3/2025 | 1/1/2025 | — | — | — | | — | 13,196(5) | 5,295,555 | | Kate Bueker | 2/3/2020 | 7/1/2018 | 10,215 | — | 182.91 | | 2/3/2030 | — | — | | | 2/1/2021 | 1/1/2020 | 5,415 | — | 381.74 | | 2/1/2031 | — | — | | | 2/1/2022 | 1/1/2021 | 4,028 | 269 | 490.47 | | 2/1/2032 | — | — | | | 2/1/2022 | 1/1/2021 | — | — | — | | — | 348 | 139,652 | | | 3/1/2023 | 1/1/2022 | 3,484 | 1,585 | 383.13 | | 3/1/2033 | — | — | | | 3/1/2023 | 1/1/2022 | — | — | — | | — | 2,580 | 1,035,354 | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 926(5) | 371,604 | | | 3/1/2024 | 1/1/2023 | — | — | — | | — | 4,164 | 1,671,013 | | | 3/1/2024 | 1/1/2023 | — | — | — | | — | 3,009(5) | 1,207,512 | | | 3/3/2025 | 3/1/2024 | — | — | — | | — | 4,825 | 1,936,273 | | | 3/3/2025 | 1/1/2024 | — | — | — | | — | 5,938(5) | 2,382,919 | | Erika Fisher | 3/3/2025 | 2/1/2025 | — | — | — | — | | 9,898(6) | 3,972,067 | | | 3/3/2025 | 2/1/2025 | — | — | — | — | | 1,651(7) | 662,546 | | Dharmesh Shah | 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 | 8,251 | — | 159.7 | | 2/1/2029 | — | — | | | 2/3/2020 | 1/1/2020 | 6,274 | — | 182.91 | | 2/3/2030 | — | — | | | 2/1/2021 | 1/1/2021 | 3,733 | — | 381.74 | | 2/1/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 3,021 | 202 | 490.47 | | 2/1/2032 | — | — | | | 2/1/2022 | 1/1/2022 | — | — | — | | — | 261 | 104,739 | | | 3/1/2023 | 1/1/2023 | 1,960 | 891 | 383.13 | | 3/1/2033 | — | — | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 1,451 | 582,286 | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 522(5) | 209,479 | | | 3/1/2024 | 3/1/2024 | — | — | — | | — | 2,313 | 928,207 | | | 3/1/2024 | 1/1/2024 | — | — | — | | — | 1,673(5) | 671,375 | | | 3/3/2025 | 3/1/2025 | — | — | — | | — | 2,681 | 1,075,885 | | | 3/3/2025 | 1/1/2025 | — | — | — | | — | 3,299(5) | 1,323,889 | | Brian Halligan | 2/1/2022 | 1/1/2022 | — | 235 | 490.47 | | 2/1/2032 | — | — | | | 2/1/2022 | 1/1/2022 | — | — | — | | — | 304 | 121,995 | | | 3/1/2023 | 1/1/2023 | — | 1,040 | 383.13 | | 3/1/2033 | — | — | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 1,693 | 679,401 | | | 3/1/2023 | 1/1/2023 | — | — | — | | — | 610(5) | 244,793 | | | 3/1/2024 | 3/1/2024 | — | — | — | | — | 1,619 | 649,705 | | | 3/1/2024 | 1/1/2024 | — | — | — | | — | 1,170(5) | 469,521 | | | 3/3/2025 | 3/1/2025 | — | — | — | | — | 1,877 | 753,240 | | | 3/3/2025 | 1/1/2025 | — | — | — | | — | 2,309(5) | 926,602 |

  52. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    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 31, 2025, the last trading day of 2025, based upon the closing market price of our common stock on such date of $401.30 per share. (5) These PSUs were earned based upon the achievement of a Revenue CC growth performance goal and ⅓ of the earned PSUs vested upon the certification of such achievement and the remaining ⅔ of the earned PSUs vest in equal quarterly installments over the remaining two years, subject to the named executive officer’s continued employment through such vesting date. (6) Ms. Fisher’s new hire RSU award vests over three years, with 16.67% vested on August 3, 2025 and the remaining vesting in equal quarterly installments thereafter. Ms. Fisher’s one-time RSU award vests over three years, with 25% vested on August 3, 2025 and the remaining vesting in equal quarterly installments thereafter.

  53. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    2025 OPTION EXERCISES AND STOCK VESTED TABLE

  54. 2025 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 | — | — | 40,968 | 24,339,993 | | Kate Bueker | 902 | 517,288 | 14,720 | 8,798,552 | | Erika Fisher | — | — | 4,286 | 2,131,002 | | Dharmesh Shah | 36,657 | 18,125,978 | 8,542 | 5,102,450 | | Brian Halligan | 72,585 | 31,373,410 | 8,136 | 4,820,853 |

  55. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    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 $373.40 to $819.71 per share, multiplied by the number of shares that vested.

  56. 2025 Potential Payments upon Termination or Change in Control

    2025 Potential Payments upon Termination or Change in Control

  57. Potential Payments upon Termination or Change in Control Outside of the Executive Severance Plan

    Potential Payments upon Termination or Change in Control Outside of the Executive Severance Plan All current outstanding equity awards granted to our employees, including our named executive officers, under our 2024 Plan and our 2014 Plan include a “double-trigger” vesting acceleration provision in the event of a change in control of the company, as well as a vesting acceleration provision in the event of the grantee’s death. 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 2024 Plan and 2014 Plan, as applicable) 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). Pursuant to the form of award agreement for PSU awards, in the event that a sale event occurs prior to the date that performance is certified for the PSUs, the number of PSUs that are earned will be determined at the time of the sale event (i) based on actual performance through the date of the sale event, if determinable, or (ii) if actual performance is not determinable, based on the target level of performance. If the earned PSUs are not continued or assumed by a successor entity, the earned PSUs will vest in full upon the sale event and, if the earned PSUs are continued or assumed by a successor entity, such earned PSUs will remain subject to the applicable time-based vesting but will vest in full as of the date of termination if such termination occurs (i) within 12 months after such sale event or 90 days prior to such event and (ii) such termination is by us without cause or by such holder for good reason. In addition, pursuant to the forms of stock option agreement, restricted stock agreement, RSU agreement and PSU agreement, any such awards that are subject solely to time-based vesting (including any earned PSUs) accelerate and vest in full upon a termination of employment due to death. Messrs. Halligan and Shah are not participants in the Executive Severance Plan, but their equity awards have the “double- trigger” vesting acceleration provision described above.

  58. Potential Payments upon Termination or Change in Control Under the Executive Severance Plan

    Potential Payments upon Termination or Change in Control Under the Executive Severance Plan On April 10, 2025, following a review of peer group severance arrangements with the assistance of Compensia, the Board approved the Executive Severance Plan. The vast majority of our peer companies and other companies with which we compete for talent have in place contractual severance protections for their executive officers and the Board and Compensation Committee determined that having in place reasonable and competitive executive severance arrangements is essential to attracting and retaining highly-qualified executive officers. Our goal in providing these severance payments and benefits is to offer sufficient cash continuity protection such that the eligible executives will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. Ms. Rangan and our other named executive officers (other than Messrs. Halligan and Shah) are participants in the Executive Severance Plan and are accordingly generally eligible for severance payments and benefits solely under the Executive Severance Plan. Nevertheless, the Executive Severance Plan does not supersede any otherwise applicable severance payments and benefits to which a named executive officer is entitled upon a termination of employment due to death. Executive Termination and Severance Outside of a Change in Control Period. Under the terms of the Executive Severance Plan, in the event that an eligible named executive officer’s employment is terminated by the company or an affiliate without “cause” (as defined in the Executive Severance Plan) and due to a reason other than such named executive officer’s death or disability or, solely in the case of the CEO, if the CEO resigns for “good reason” (as defined in the Executive Severance Plan) and such termination or resignation occurs outside of the period beginning three months prior to a “change in control” (as defined in the Executive Severance Plan) and ending on the one-year anniversary of a change in control (the “Change in Control Period”), the named executive officer will be entitled to receive (i) an amount equal to the sum of (A) the named executive officer’s annual base salary in effect as of the date of termination and (B) a pro-rated portion of the named executive officer’s target annual cash incentive compensation or target sales incentive plan commission (“Target Bonus”) in effect immediately prior to the date of termination, generally payable in 12 substantially equal monthly installments following termination, (ii) subject to the named executive officer’s proper election to receive COBRA benefits, payment of the COBRA premiums by the company for up to 12 months following termination, and (iii) solely in the case of the CEO, accelerated vesting of any outstanding equity incentive awards held by the CEO as of the date of termination that would have otherwise vested during the 12-month period following the date of termination (with any equity awards subject to performance-based vesting being deemed earned at the target level of performance). Executive Termination and Severance During a Change in Control Period. If a named executive officer’s employment is terminated by the company or an affiliate without cause and for a reason other than the named executive officer’s death or disability or if a named executive officer resigns for good reason and such termination or resignation occurs during the Change in Control Period, the named executive officer will be entitled to receive (i) a lump sum payment equal to the sum of (A) the named executive officer’s base salary (or, in the case of the CEO, 1.5 times the CEO’s base salary) in effect as of the date of termination (or the rate in effect immediately prior to the change in control, if higher) and (B) the named executive officer’s Target Bonus in effect as of the date of termination (or in effect immediately prior to the change in control, if higher), (ii) subject to the named executive officer’s proper election to receive COBRA benefits, payment of the COBRA premiums by the company for up to 12 months (or, in the case of the CEO, 18 months) following termination, and (iii) accelerated vesting of any outstanding equity incentive awards held by the named executive officer as of the date of termination (with any equity incentive awards subject to performance-based being deemed earned at the actual level of performance or, if the actual level of performance is not determinable, at the target level of performance). The severance payments and benefits described above under the Executive Severance Plan are subject to the named executive officer’s execution and the effectiveness of a separation agreement and release in a form and manner satisfactory to and provided by the company that contains, among other provisions, a general release of claims in favor of the company and related persons and entities, confidentiality, return of property and non-disparagement provisions, a reaffirmation of the eligible participant’s “continuing obligations” (as defined in the Executive Severance Plan) and, in the company’s sole discretion, a one-year post-employment noncompetition agreement (where applicable law allows), and provides that if the eligible participant breaches any of the continuing obligations, all severance payments and benefits shall immediately cease. The term of the Executive Severance Plan will terminate on April 10, 2028 unless it is extended in the sole discretion of the administrator of the Executive Severance Plan. The following table shows the potential payments and benefits to be received by each of our named executive officers (i) in the event of the named executive officer’s death and, (ii) in the case of Messrs. Halligan and Shah only, in the event that his 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 of the company. The amounts in the table below have been calculated based on the assumption that the sale event and employment termination or the death took place on December 31, 2025.

  59. Potential Payments upon Termination or Change in Control Under the Executive Severance Plan

    | Named Executive Officer | Equity Acceleration Benefits Payable Upon Death, Termination Without Cause/for Good Reason in connection with Change in Control ($) (1) | | Yamini Rangan Death | 21,714,254 | | Kate Bueker Death | 8,773,126 | | Erika Fisher Death | 4,634,614 | | Brian Halligan Termination without Cause/for Good Reason in connection with a Change in Control | 3,864,153 | | Death | 3,864,153 | | Dharmesh Shah Termination without Cause/for Good Reason in connection with a Change in Control | 4,912,049 | | Death | 4,912,049 |

  60. Potential Payments upon Termination or Change in Control Under the Executive Severance Plan

    Consists of the vesting of outstanding equity awards that would accelerate pursuant to the acceleration upon death provisions and, in the case of Messrs. Halligan and Shah only, the “double-trigger” change in control provisions, included in the applicable award agreements. Amounts in this column are calculated based on $401.30 per share, the closing market price of our common stock on December 31, 2025, the last trading day of 2025. The following table shows the potential payments and benefits to be received by each of our named executive officers covered by the Executive Severance Plan assuming that one of the triggering events below occurred as of December 31, 2025.

  61. Potential Payments upon Termination or Change in Control Under the Executive Severance Plan

    | Named Executive Officer | Qualifying Termination Outside of the Change in Control Period ($) (1) | Qualifying Termination During Change in Control Period ($) (1) | | Yamini Rangan | | | | Salary Severance Payment | 700,000(2) | 1,050,000(3) | | Target Bonus Payment | 700,000(4) | 1,050,000(4) | | COBRA Premiums | 27,307(5) | 42,659(5) | | Accelerated Equity Vesting | 12,919,779(6) | 21,714,254(7) | | Kate Bueker | | | | Salary Severance Payment | 540,000(2) | 540,000(3) | | Target Bonus Payment | 405,000(4) | 405,000(4) | | COBRA Premiums | 9,272(5) | 9,272(5) | | Accelerated Equity Vesting | — | 8,773,126(7) | | Erika Fisher | | | | Salary Severance Payment | 500,000(2) | 500,000(3) | | Target Bonus Payment | 300,000(4) | 300,000(4) | | COBRA Premiums | 27,226(5) | 27,226(5) | | Accelerated Equity Vesting | — | 4,634,614(7) |

  62. Potential Payments upon Termination or Change in Control Under the Executive Severance Plan

    (1) A “qualifying termination” means a termination other than due to cause, death or disability or a resignation for good reason, provided that for Ms. Bueker and Ms. Fisher a resignation for good reason is a “qualifying termination” only if such resignation occurs during the Change in Control Period. (2) Represents an amount equal to 12 months of the named executive officer’s then-current base salary. (3) Represents an amount equal to 12 months, or, in the case of Ms. Rangan’s qualifying termination during the Change in Control Period, 18 months, of the applicable named executive officer’s then-current base salary. (4) Represents the named executive officer’s Target Bonus in effect immediately prior to the date of termination, or, in the case of a qualifying termination during the Change in Control Period, the named executive officer’s Target Bonus in effect immediately prior to the change in control, if higher. (5) Represents payment of 12 months, or, in the case of Ms. Rangan’s qualifying termination during the Change in Control Period, 18 months, of COBRA premiums. (6) Represents the value of acceleration of vesting of Ms. Rangan’s outstanding and unvested equity awards to the extent that such awards would have otherwise vested during the 12-month period following the date of termination (with any equity awards subject to performance-based vesting being deemed earned at the target level of performance), based on the closing price of a share of our Common Stock on December 31, 2025, the last trading day of our 2025 fiscal year, which was $401.30. (7) Represents the value of full acceleration of vesting of all of the named executive officer’s outstanding and unvested equity awards (with any equity awards subject to performance-based vesting being deemed earned at the actual level of performance or, if the actual performance is not determinable, being deemed earned at the target level of performance), based on the closing price of a share of our Common Stock on December 31, 2025, the last trading day of our 2025 fiscal year, which was $401.30.

  63. CEO Pay Ratio

    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. We 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 employee (excluding the CEO), the annual total compensation paid to our CEO, and the ratio of these two amounts for our most recently completed fiscal year. For 2025, the annual total compensation of the employee identified as our median employee based on our population as of December 31, 2025 was $191,014, and the annual total compensation of our CEO was $20,126,620. Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 105 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In 2024, we identified the median employee using our employee population on December 31, 2024, including full-time, part-time, seasonal and temporary employees, which consisted of 8,287 individuals (excluding the CEO). To identify our median employee for 2024, 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, and annualizing the compensation for any employees hired during 2024; • target bonus, which we calculated for eligible employees based upon a percentage of their base salary; • 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 2024, which we calculated pursuant to ASC Topic 718. We believe there have been no changes in our employee population or compensation arrangements that would reasonably be expected to significantly affect our pay ratio. Using this approach, we identified another employee with substantially similar compensation based on the same employee population and methodology used in 2024. Using this approach, we identified the individual at the median of our employee population, and we calculated the median employee’s annual total compensation using Summary Compensation Table requirements. With respect to our CEO’s annual total compensation, we used the amount reported in the Summary Compensation Table in the Total column of this Proxy Statement.

  64. Pay Versus Performance

    Pay Versus Performance

  65. Pay Versus Performance Table

    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 our financial performance for each of the last five 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 2021, 2022, 2023, 2024, and 2025 fiscal years. Note that for our NEOs other than our principal executive officer (the “PEO”), compensation is reported as an average.

  66. Pay Versus Performance Table

    | | | | | | | | 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) | Constant currency revenue growth (%) (6) | Annual recurring revenue (in thousands) ($)(7) | | 2025 | 20,126,620 | (2,304,999) | N/A | N/A | 7,325,699 | 1,773,091 | 101 | 258 | 45,911 | 18.2% | 3,516,775 | | 2024 | 24,857,546 | 31,871,616 | N/A | N/A | 6,314,257 | 7,810,359 | 176 | 201 | 4,628 | 20.8% | 2,945,744 | | 2023 | 25,881,704 | 49,560,889 | N/A | N/A | 6,272,830 | 12,304,618(7) | 366 | 221 | (176,295) | 25.2% | 2,442,240 | | 2022 | 11,765,439 | (7,912,847) | N/A | N/A | 2,520,841 | (5,284,187)(7) | 182 | 133 | (112,749) | 39.1% | 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) | 44.6% | 1,495,038 |

  67. Pay Versus Performance Table

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

  68. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Summary Compensation Table Value of Equity Awards ($)(a) | Equity Award Adjustments($)(b) | Compensation Actually Paid to PEO ($) | | 2025 – Yamini Rangan | 20,126,620 | (18,675,770) | (3,755,849) | (2,304,999) | | 2024 – Yamini Rangan | 24,857,546 | (23,716,796) | 30,730,866 | 31,871,616 | | 2023 – Yamini Rangan | 25,881,704 | (25,881,703) | 49,560,888 | 49,560,889 | | 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 |

  69. Pay Versus Performance Table

    (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 RSUs and PSUs used to arrive at compensation actually paid is measured using the closing common stock price on the date of remeasurement. The fair value of stock option awards 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:

  70. Pay Versus Performance Table

    | Year | Volatility | Risk-free Rate | Early Exit Multiple | Dividend Yield | | 2025 | 49.2% - 53.1% | 3.7% - 4.5% | 2.0 | 0.0% | | 2024 | 49.5% - 53.4% | 3.6% - 4.6% | 2.0 | 0.0% | | 2023 | 45.9% - 53.2% | 3.4% - 4.8% | 2.0 | 0.0% | | 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% |

  71. Pay Versus Performance Table

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

  72. Pay Versus Performance Table

    | 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 ($) | Total Equity Award Adjustments ($) | | 2025 – Yamini Rangan | 9,598,293 | (10,062,611) | 1,184,900 | (4,476,431) | — | (3,755,849) | | 2024 – Yamini Rangan | 23,628,864 | 4,992,092 | 2,124,212 | (14,302) | — | 30,730,866 | | 2023 – Yamini Rangan | 35,975,385 | 6,936,595 | 2,960,040 | 3,688,868 | — | 49,560,888 | | 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 |

  73. Pay Versus Performance Table

    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 to the average of the amounts reported 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:

  74. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Summary Compensation Table Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 7,325,699 | (6,886,478) | 1,333,870 | 1,773,091 | | 2024 | 6,314,257 | (5,928,882) | 7,424,984 | 7,810,359 | | 2023 | 6,272,830 | (5,941,920) | 11,973,708 | 12,304,618 | | 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 |

  75. Pay Versus Performance Table

    (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:

  76. Pay Versus Performance Table

    | 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 ($) | Total Equity Award Adjustments ($) | | 2025 | 3,258,355 | (1,894,737) | 791,762 | (821,510) | — | 1,333,870 | | 2024 | 5,907,216 | 1,055,064 | 530,697 | (67,993) | — | 7,424,984 | | 2023 | 7,917,232 | 1,739,396 | 1,370,130 | 946,950 | — | 11,973,708 | | 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 |

  77. Pay Versus Performance Table

    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, 2020 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 2025 Form 10-K. The company did not pay any dividends in the period from December 31, 2020 to December 31, 2025. 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 2025 Form 10-K. The measurement period is consistent with that used for TSR described in the footnote above. (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) We chose constant currency revenue growth (“Revenue CC Growth”) as our Company Selected measure for evaluating Pay Versus Performance. Constant currency revenue is defined as the percentage increase in GAAP revenue growth year-over-year, adjusted for the impact of foreign exchange rates. It is calculated by converting current and comparative prior period revenue from currencies other than the U.S. Dollar into the U.S. Dollar at constant exchange rates rather than actual exchange rates in effect during the respective period. For example, 2025 Revenue CC Growth is calculated by applying 2024 exchange rates to 2025 GAAP revenue from currencies other than the U.S. Dollar, instead of using exchange rates in effect during 2025, and comparing that to 2024 GAAP revenue to determine year-over-year growth. While we consider numerous financial and non-financial performance measures for the purpose of evaluating and determining executive compensation, we consider Revenue CC Growth, which is the measure used to determine achievement of PSU awards, to be one of the most important performance measures used to link compensation actually paid to the PEO and other NEOs. (7) Annual Recurring Revenue (“ARR”) is presented as a supplemental measure. 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 one of the most important performance measures. (8) Non-PEO NEOs for 2025 include Ms. Bueker, Mr. Halligan, Ms. Fisher and Mr. Shah. Ms. Fisher, our CLO and Secretary, joined on February 3, 2025 and was appointed an executive officer on December 31, 2025. Mr. Halligan transitioned to a non-employee director of the company on May 8, 2025. Ms. Bueker and Mr. Shah served as NEOs for the entirety of 2025. (9) Non-PEO NEOs for 2023 and 2024 include Ms. Bueker, Mr. Halligan, Ms. Harvey Dawson, and Mr. Shah. They served as NEOs for the entirety of 2023 and 2024. (10) 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. 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. (11) Non-PEO NEOs for 2021 include Ms. Bueker, Mr. Kelleher, and Mr. Shah. They served as NEOs for the entirety of 2021. (12) 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.

  78. Disclosure to Pay Versus Performance Table

    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 2025. Revenue CC Growth is defined as the percentage increase in GAAP revenue growth year-over-year, adjusted for the impact of foreign exchange rates. 2) 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. 3) 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 measures most directly comparable to Revenue CC Growth and Non-GAAP Operating Income (Loss), and a reconciliation of the differences between these non-GAAP measures and the comparable GAAP financial measures, are attached to this Proxy Statement as Appendix A.

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

    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, 2020), and the company’s Peer Group (Nasdaq Computer Index) cumulative TSR (assuming an initial fixed investment of $100 on December 31, 2020), for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025: 5,000 $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

  80. Relationship Between Compensation Actually Paid and Net Income

    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, 2021, 2022, 2023, 2024 and 2025: 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

  81. Relationship Between Compensation Actually Paid and Constant Currency Revenue Growth

    Relationship Between Compensation Actually Paid and Constant Currency Revenue Growth The graph below reflects the relationship between the PEO and Average Non-PEO NEO compensation actually paid and Revenue CC Growth for the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025.

  82. Relationship Between Compensation Actually Paid and ARR

    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, 2021, 2022, 2023, 2024, and 2025. Please note that we have also included an additional supplemental disclosure showing growth percentage of ARR within the chart below.

  83. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS At our 2025 Annual Meeting, our stockholders voted to declassify the Board. Beginning with this Annual Meeting, each director up for reelection will be elected to a one-year term expiring at the next annual meeting, rather than a three year-term, while directors selected prior to the 2026 Annual Meeting would serve out their remaining terms. 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 III directors is scheduled to expire at the upcoming Annual Meeting. The term of the Class I directors expires at the 2027 Annual Meeting. The term of the Class II directors expires at the 2028 Annual Meeting. Class III directors are elected to hold office for a one-year term or until the election and qualification of their successors in office.

  84. Nominees for Class III Directors

    Nominees for Class III Directors Based on the recommendation of the Nominating, Governance, and Sustainability Committee of our Board, our Board has nominated Mike Berry, Claire Hughes Johnson, Yamini Rangan, Clara Shih, and Jay Simons for election as Class III directors to serve for a one-year term ending at the 2027 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.

  85. Directors Not Standing for Election

    Directors Not Standing for Election Our Class I directors and Class II directors are not standing for election at this year’s Annual Meeting, and Nick Caldwell is not standing for reelection. Our Class I directors, elected at the 2024 Annual Meeting, consisting of Brian Halligan, Ron Gill, and Jill Ward, will continue in office until the 2027 Annual Meeting of stockholders, or until their earlier resignation, death, or removal. Our Class II directors, consisting of Lorrie M. Norrington, Andrew Anagnost, and Dharmesh Shah will continue in office until the 2028 Annual Meeting, or until their earlier resignation, death, or removal. Immediately following the 2028 Annual Meeting, all directors will serve in the same class for a one-year term. Our bylaws provide for a majority of votes cast standard in uncontested elections of directors (as is the case for this Annual Meeting). Under our majority of votes cast 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 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, Governance, and Sustainability 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, Governance, and Sustainability 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.

  86. Directors Not Standing for Election

    | THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR CLASS III DIRECTOR LISTED ABOVE. |