Andrew Anagnost
HUBSPOTAbout Andrew Anagnost
Andrew Anagnost, age 60, is an independent Class II director of HubSpot and has served on the Board since August 2023; he is a member of the Compensation Committee . He is President and CEO of Autodesk, and a director on Autodesk’s board since 2017; his background spans over 25 years in product, strategy, and marketing, with prior roles at Lockheed Aeronautical Systems, EXA Corporation, and NASA Ames (post-doc), and degrees from CSU Northridge (BS Mechanical Engineering) and Stanford (MS Engineering Science; PhD Aeronautical Engineering & Computer Science) . His HubSpot Board term was nominated for re-election at the 2025 annual meeting (to hold office until 2028) and he is affirmatively determined independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autodesk | President & CEO; Director | CEO since Jun 2017; Director since 2017 | Led strategy and transformation; Board member |
| Autodesk | Co‑CEO | Feb–Jun 2017 | Executive leadership during CEO transition |
| Autodesk | Chief Marketing Officer | Dec 2016–Jun 2017 | Brand + go-to-market leadership |
| Autodesk | SVP, Business Strategy & Marketing | Mar 2012–Jun 2017 | Strategy and marketing |
| Autodesk | VP, Product Suites & Web Services | Dec 2009–Mar 2012 | Product portfolio management |
| Autodesk | VP, CAD/CAE products (Manufacturing) | Mar 2007–Dec 2009 | Product leadership |
| Lockheed Aeronautical Systems; EXA Corp.; NASA Ames | Engineering, product, research (NRC post‑doc at NASA Ames) | Pre‑1997 | Technical depth and applied research |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Autodesk (NASDAQ: ADSK) | President & CEO; Director | 2017 | Current public company CEO and director |
| HubSpot (NYSE: HUBS) | Director (Class II) | Aug 2023 | Compensation Committee member |
Board Governance
- Independence: The Board determined Anagnost is independent; all committee members are independent under NYSE/SEC rules .
- Committee assignments (2024): Compensation Committee member (Chair: Jay Simons; members: Anagnost, Claire Hughes Johnson) .
- Attendance and engagement: In 2024 the Board met 7 times; committees met 8 (Audit), 5 (Compensation), 9 (Nominating/Governance); each current director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 annual meeting .
- Lead Independent Director: Lorrie M. Norrington serves as Lead Independent Director; she presides over independent sessions and facilitates communication .
- Governance enhancements: 2025 proposals to declassify the Board and eliminate supermajority voting were placed on the ballot following shareholder engagement .
Fixed Compensation
| Component | Policy Detail | 2024 Amounts for Anagnost |
|---|---|---|
| Annual Board cash retainer | $50,000; Lead Independent Director adds $25,000 | Fees earned/paid in cash: $52,222 |
| Committee retainers | Audit: $15,000 member/$20,000 chair; Compensation: $10,000 member/$15,000 chair; Nominating/Gov.: $6,000 member/$8,500 chair | Included in cash fees above |
| Annual equity | $250,000 RSUs (100% RSUs starting 2024; previously 75% RSUs/25% options); vests quarterly over 1 year; pro‑rated for new directors; change‑in‑control acceleration with service termination window | Stock awards (grant‑date fair value): $242,446 |
| Expenses | Reimbursed travel/lodging for Board duties | Per policy |
Total 2024 director compensation for Anagnost: $294,668 (cash $52,222; equity $242,446) .
Performance Compensation
- HubSpot does not use performance‑linked equity for non‑employee directors; annual equity is time‑vested RSUs with quarterly vesting and specified acceleration upon qualifying change‑in‑control/service termination .
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| Autodesk | CEO & Director | Lorrie M. Norrington (HubSpot Lead Independent Director) also serves on Autodesk’s board | Information flow interlock across boards; Board independence affirmed; no related transactions disclosed at HubSpot |
- Related‑party/404(a): Upon his appointment (Aug 2023), HubSpot disclosed no direct or indirect material interest requiring Item 404(a) disclosure for Anagnost .
Expertise & Qualifications
- Deep software platform and ecosystem experience; global operating expertise; product strategy and development; marketing and transformation leadership .
- Technical credentials: BS Mechanical Engineering (CSU Northridge); MS Engineering Science and PhD Aeronautical Engineering & Computer Science (Stanford) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Mar 1, 2025) | 666 shares total; consists of 426 shares held directly and 240 shares issuable within 60 days via options/RSUs; <1% of outstanding shares |
| Unexercised stock options (Dec 31, 2024) | 137 options outstanding |
| Unvested RSUs (Dec 31, 2024) | 206 RSUs unvested |
| Ownership guidelines | Directors must hold at least 5x annual Board cash retainer; all covered officers/directors have met requirements or are within phase‑in |
| Hedging/pledging | Directors/officers/employees prohibited from hedging, margin, derivatives, short sales, and generally from pledging HubSpot stock; no pledging approvals to date |
Governance Assessment
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Positives:
- Independent director with strong software platform expertise; sits on Compensation Committee, supporting pay‑for‑performance rigor .
- High engagement: Board and committees met frequently; all directors ≥75% attendance; presence at annual meeting .
- Pay structure is equity‑heavy (annual RSUs), aligning director incentives with shareholder outcomes; clear stock ownership guidelines and anti‑hedging/pledging policy .
- No related‑party transactions reported for Anagnost at HubSpot; independence reaffirmed .
-
Potential watch‑items:
- Interlock: Norrington serves on Autodesk’s board while Anagnost is Autodesk’s CEO; monitor for any future transactions between HubSpot and Autodesk (none disclosed) and ensure recusal as needed. Governance processes (Audit review of related‑party transactions; independence determinations) mitigate risk .
- Time commitments: Dual role as Autodesk CEO and HubSpot director; attendance thresholds met in 2024, but continue monitoring Board evaluation outcomes and meeting participation .
-
Broader governance signals:
- Board pursuing declassification and eliminating supermajority provisions following investor outreach—positive for shareholder rights .
- Executive compensation program sustained strong shareholder support (89% say‑on‑pay approval in 2024), indicating alignment with investor expectations .
Overall: Anagnost’s independence, equity‑aligned pay, compliance with ownership policies, and strong software/AI platform expertise support Board effectiveness. The Autodesk interlock is a manageable oversight item given HubSpot’s policies and the absence of related‑party transactions disclosed to date .