Brian Halligan
HUBSPOTAbout Brian Halligan
Brian Halligan, age 57, is HubSpot’s co-founder and Executive Chairperson; he has served on the Board since 2005, was Chairperson since 2014, and CEO from 2005 until September 2021. He is a senior lecturer at MIT and a senior advisor at Sequoia Capital; prior roles include VP of Sales at Groove Networks (acquired by Microsoft) and earlier experience at PTC Inc. He co-founded Propeller Ventures (Oct 2022) and previously served on Fleetmatics’ board until its acquisition by Verizon in November 2016 . HubSpot’s long-term TSR shows $100 invested on Dec 31, 2018 grew to $554 by Dec 31, 2024, evidencing strong value creation over six fiscal years . Recent fundamentals: Revenue grew from $1.73B (FY22) to $2.63B (FY24); EBITDA remained negative but improved from -$76.7M (FY22) to -$39.7M (FY24). Values retrieved from S&P Global.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $1,730,969,000* | $2,170,230,000* | $2,627,543,000* |
| EBITDA ($USD) | -$76,712,000* | -$73,813,000* | -$39,684,000* |
| * Values retrieved from S&P Global |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HubSpot, Inc. | Co-founder; CEO; Chairperson; Executive Chairperson | CEO 2005–Sep 2021; Chair since 2014; Board since 2005; Exec Chair current | Founding leadership; scaled inbound CRM platform; ongoing strategic mentorship to CEO |
| Groove Networks | VP of Sales | — | Enterprise sales leadership; company later acquired by Microsoft |
| PTC Inc. | Sales/leadership roles | — | Enterprise software operating experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Massachusetts Institute of Technology | Senior Lecturer | — | Thought leadership and talent access |
| Sequoia Capital Operations, LLC | Senior Advisor | Since May 2024 | Network access, growth-stage insights |
| Propeller Ventures | Co-founder | Since Oct 2022 | Climate-focused tech investing |
| Fleetmatics Group (public; acquired by Verizon in Nov 2016) | Director | Until Nov 2016 | Telematics board experience; M&A exposure |
Fixed Compensation
Multi-year compensation (as reported in Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 1 | — | 3,648,153 | — | — | — | 3,648,154 |
| 2023 | 1 | — | 4,841,614 | 701,821 | — | — | 5,543,436 |
| 2022 | 1 | — | 2,383,684 | 800,854 | — | 1,242 | 3,185,781 |
Notes:
- Voluntary $1 base salary and foregone cash bonus in 2024 (same in 2023 and 2022) .
Performance Compensation
HubSpot’s pay-for-performance program uses company metrics for annual cash bonuses and PSUs; Halligan voluntarily forwent cash bonuses.
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (Halligan) | ARR and non-GAAP operating income | — | — | — | $0 (foregone) | — |
| PSUs (2024 grant) | Revenue CC growth (1-year) | ~50% of 2024 equity value (mix with RSUs) | Committee-set target | Achieved 97.5% of target | Earned at 97.5% of target; 1/3 vests upon certification; 2/3 vests quarterly over next 2 years | Certification occurred Feb 2025; then quarterly vesting |
| RSUs (2024 grant) | Time-based | ~50% of 2024 equity value | — | — | N/A (time-based) | 16 equal quarterly installments over 4 years |
2024 Grant detail (Halligan):
- PSUs: Threshold 1,439; Target 2,878; Maximum 4,317; Grant date 3/1/2024; Fair value $1,824,076 .
- RSUs: 2,878 units; Grant date 3/1/2024; Fair value $1,824,076 .
Equity Ownership & Alignment
| Ownership Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership | 563,104 shares | 1.1% of outstanding as of Mar 1, 2025 |
| 2024 option exercises | 63,526 shares; $36,335,092 value | Value realized = FMV minus strike, times shares |
| 2024 stock vested | 9,803 shares; $5,730,483 value | RSU/PSU vesting value realized |
| Select unvested awards (12/31/2024) | RSUs: 368; 1,519; 3,047; 2,339; PSUs: 3,021 (2023), 2,806 (2024) | PSU vesting schedule: 1/3 at certification, 2/3 quarterly over two years |
| Options outstanding | Multiple tranches (e.g., 19,846 @ $52.80 exp 2/1/2027; 14,847 @ $112.15 exp 3/1/2028; 14,251 @ $159.70 exp 2/1/2029; 13,110 @ $182.91 exp 2/3/2030; 4,425 @ $381.74 exp 2/1/2031; 2,585 + 1,175 @ $490.47 exp 2/1/2032; 1,455 + 1,871 @ $383.13 exp 3/1/2033) | |
| Ownership/pledging policy | Anti-hedging and general anti-pledging for all employees, officers, and Board members | |
| Stock ownership guidelines | Covered officers must hold ≥2x salary; CEO ≥6x; non-employee directors ≥5x cash retainer; phase-in to 5 years; compliance met or within phase-in |
Employment Terms
| Topic | Term | Halligan-Specific Notes |
|---|---|---|
| Employment agreement (2024) | None | No employment agreements with executive officers in 2024 |
| Executive Severance Plan (adopted Apr 10, 2025) | Outside CoC: 1x salary + pro-rated target bonus; 12 months COBRA; CEO: additional 12-month equity vesting acceleration. CoC period: 1x salary + 1x target bonus (CEO 1.5x salary); 12–18 months COBRA; full equity acceleration at actual or target performance | Plan applies to named executive officers other than Messrs. Halligan and Shah |
| Non-compete (severance plan) | Company discretion to require 1-year post-employment non-compete (where lawful) as condition of severance | Not applicable to Halligan under the plan as he is excluded |
| Change-in-control equity acceleration (12/31/2024) | Double-trigger equity acceleration; death accelerates vesting | Equity acceleration value estimate: $10,100,011 (using $696.77/share as of 12/31/2024) |
| Clawback | SEC/NYSE-compliant clawback applying to cash and equity | |
| Perquisites | No perquisites >$10,000 to any NEO in 2024 | |
| Tax gross-ups | No excise tax gross-ups upon CoC |
Board Governance
- Board service history and independence: Halligan is Executive Chairperson, not independent due to continued employment; he acts as strategic mentor/coach to the CEO . The CEO and Chair roles are separated, with a Lead Independent Director (Lorrie M. Norrington) designated since 2013 to ensure independent oversight .
- Board class/term: Halligan is a Class I director with a term continuing until the 2027 annual meeting .
- Committee memberships: Halligan does not serve on standing committees; Audit (Gill—Chair, Caldwell, Ward), Compensation (Simons—Chair, Anagnost, Hughes Johnson), Nominating/Governance/Sustainability (Ward—Chair, Hughes Johnson, Norrington) .
- Meetings/attendance: In 2024, Board held 7 meetings; Halligan attended at least 75% of Board and applicable committee meetings (all directors met this threshold). Board and committees also hold regular executive sessions of independent directors .
- Declassification initiative: Proposal to declassify Board starting with directors elected at 2026 annual meeting; prior-elected directors serve remaining terms .
- Non-employee director compensation program (context): Cash retainers and annual RSU grants apply to non-employee directors; Halligan is an employee director, so standard non-employee director fees are not applicable to him .
Compensation Structure Analysis
- Equity-heavy, performance-linked pay: Halligan’s 2024 pay was entirely equity-based; he voluntarily kept salary at $1 and forwent cash bonus, reinforcing alignment with shareholders .
- Shift from options to PSUs: Company ceased option grants in 2024 and increased PSU usage; PSUs directly tie vesting to Revenue CC growth, increasing pay-for-performance rigor .
- Bonus metrics and payout rigor: Company bonus plan uses ARR and non-GAAP operating income; 2024 payouts were 77% of target for eligible executives, evidencing balanced top- and bottom-line metrics; Halligan’s bonus was $0 (foregone) .
- Risk and governance safeguards: No repricing of options without shareholder approval; anti-hedging/anti-pledging; robust stock ownership guidelines; SEC/NYSE-compliant clawback; independent compensation consultant .
Risk Indicators & Red Flags
- Insider trading administration: Administrative late Form 4 filings noted (Halligan late to report purchases on Dec 27, 2023; Feb 1, 2024; Apr 24, 2024) .
- Selling pressure monitor: Substantial 2024 option exercises (63,526 shares; $36.3M value) and equity vesting ($5.73M) could contribute to periodic supply overhang, subject to 10b5-1 plans and personal liquidity needs .
- Alignment safeguards: No perquisites >$10,000; no employment agreements in 2024; no excise tax gross-ups; anti-hedging/anti-pledging policies reduce misalignment risks .
- Change-in-control economics: Double-trigger equity acceleration; Halligan excluded from cash severance plan adopted in 2025, but equity acceleration of ~$10.1M indicates meaningful CoC upside tied to equity .
Equity Ownership & Alignment (Detail)
| Category | Shares/Value | Vesting/Terms |
|---|---|---|
| 2024 Outstanding RSUs/PSUs (select) | RSUs: 368; 1,519; 3,047; 2,339 | Time-based vesting quarterly over 4 years |
| 2024 Outstanding PSUs (select) | 3,021 (2023 grant); 2,806 (2024 grant) | Earned on Revenue CC growth; 1/3 vests at certification; remainder quarterly over 2 years |
| Options Outstanding (examples) | 19,846 @ $52.80 (exp 2027); 14,847 @ $112.15 (exp 2028); 14,251 @ $159.70 (exp 2029); 13,110 @ $182.91 (exp 2030); 4,425 @ $381.74 (exp 2031); 2,585/1,175 @ $490.47 (exp 2032); 1,455/1,871 @ $383.13 (exp 2033) | Earlier awards monthly vesting; later awards quarterly vesting |
Employment Terms (Detail)
- Severance eligibility: 2025 Executive Severance Plan applies to NEOs other than Halligan and Shah; Halligan has no cash severance under the plan .
- Double-trigger equity acceleration: All outstanding awards include double-trigger acceleration in CoC and death acceleration provisions .
- Non-compete: Severance plan can impose a 1-year non-compete for eligible participants as a condition for severance (not applicable to Halligan under current plan) .
Board Governance (Detail)
- Independence and dual-role implications: Executive Chair not independent; governance mitigants include separated CEO/Chair roles and Lead Independent Director overseeing executive sessions and information flow .
- Committee roles: Halligan serves on no committees; independent directors staff the Audit, Compensation, and Nominating/Governance/Sustainability committees .
- Board declassification proposal: Moving to annual director elections from 2026 if approved .
Investment Implications
- Strong alignment signals: $1 salary and no cash bonus concentrate Halligan’s incentives in equity tied to performance (PSUs linked to Revenue CC growth; RSUs vesting over 4 years). Anti-hedging/anti-pledging and robust stock ownership guidelines further support alignment .
- Monitor equity supply: 2024 option exercises ($36.3M value) and ongoing RSU/PSU vesting schedules may add periodic supply; track Form 4s and 10b5-1 plans for timing .
- CoC dynamics: Halligan excluded from 2025 cash severance plan; equity acceleration remains the principal change-in-control economics (~$10.1M as of 12/31/2024), aligning outcomes with shareholder value in a sale .
- Governance balance: Executive Chair’s non-independence is mitigated by Lead Independent Director and separated roles; ongoing Board declassification trends toward stronger accountability via annual elections .
- Performance backdrop: Long-term TSR outperformance and multi-year revenue growth support pay-for-performance philosophy; continued progress in operating leverage (bonus metrics include non-GAAP operating income) is critical to sustaining equity-based incentives .