Claire Hughes Johnson
HUBSPOTAbout Claire Hughes Johnson
Independent Class III director at HubSpot since March 2022; age 52 as of April 24, 2025. Background includes Corporate Officer and Executive Advisor at Stripe (since April 2021) and prior COO at Stripe (Oct 2014–Apr 2021); earlier ten-year leadership tenure at Google leading product, engineering, sales and operations teams. The Board cites extensive operating leadership and go-to-market experience as core credentials; the Board has determined she is independent under NYSE and SEC standards. Term runs through the 2026 annual meeting, with Board declassification proposed beginning in 2026.
Past Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Stripe, Inc. | Chief Operating Officer | Oct 2014 – Apr 2021 | Led business operations, sales, marketing, customer support, risk, real estate, and people functions. |
| Google, Inc. | Various leadership roles | Ten years (dates not disclosed) | Led product, engineering, sales, and operations; managed sales and operations teams. |
External Roles
| Organization | Role | Tenure/Start Date | Committees/Notes |
|---|---|---|---|
| Stripe, Inc. | Corporate Officer and Executive Advisor | Since Apr 2021 | Current operating role outside HubSpot. |
| Ameresco, Inc. | Director | Since Jul 2021 | Public company board. |
| Aurora Innovation, Inc. | Director | Since Jan 2022 | Public company board. |
Board Governance
- Committee assignments: member, Compensation Committee (chair: Jay Simons); member, Nominating, Governance, & Sustainability Committee (chair: Jill Ward). The Board determined each committee member is independent under applicable SEC and NYSE rules.
- Independence: Board determined all current directors other than executive officers are independent under NYSE and SEC standards; no family relationships among directors/executives.
- Attendance and engagement: Board held 7 meetings in 2024; Audit 8; Compensation 5; Nominating, Governance, & Sustainability 9. Each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Structure and investor responsiveness: Class III director (term to 2026); Board proposing declassification to one-year terms beginning in 2026, and elimination of supermajority voting, reflecting stockholder engagement feedback.
| Board/Committee | Meetings Held in 2024 |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 8 |
| Compensation Committee | 5 |
| Nominating, Governance, & Sustainability Committee | 9 |
| Committee | Role | Chair | Independence Status |
|---|---|---|---|
| Compensation | Member | Jay Simons | Independent under SEC/NYSE rules |
| Nominating, Governance, & Sustainability | Member | Jill Ward | Independent under SEC/NYSE rules |
Fixed Compensation
| Component (2024 Policy) | Amount ($) |
|---|---|
| Base annual director retainer (cash) | $50,000 |
| Lead Independent Director additional retainer | $25,000 |
| Audit Committee member retainer | $15,000 |
| Compensation Committee member retainer | $10,000 |
| Nominating, Governance, & Sustainability member retainer | $6,000 |
| Audit Committee chair retainer | $20,000 |
| Compensation Committee chair retainer | $15,000 |
| Nominating, Governance, & Sustainability chair retainer | $8,500 |
| 2024 Actual (Claire Hughes Johnson) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Director compensation | 57,333 | 242,446 | 299,779 |
Performance Compensation
- Annual director equity: $250,000 value, 100% RSUs; vests in equal quarterly installments over one year. Newly elected directors receive pro-rated awards. All unvested director equity accelerates if service ends within 3 months before or 12 months after a “sale event” under the 2024 Stock Option and Incentive Plan.
- 2024 grant reporting: Claire’s RSU grant recorded at $242,446 grant-date fair value (ASC 718).
| Year | Annual Equity Award Policy ($) | Grant Type | Grant-Date Fair Value ($) | Vesting Cadence | Unvested RSUs (#, 12/31/2024) | Unexercised Options (#, 12/31/2024) | Change-in-Control Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 250,000 | RSUs | 242,446 | Quarterly over 1 year | 206 | 549 | Yes—accelerates if service ends within 3 months before or 12 months after sale event |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Ameresco, Inc. | Director | No HubSpot-related transactions disclosed involving director. |
| Aurora Innovation, Inc. | Director | No HubSpot-related transactions disclosed involving director. |
| Stripe, Inc. | Corporate Officer & Executive Advisor | Board deems her independent; no related-party transactions involving the director disclosed. |
Expertise & Qualifications
- Extensive operating leadership in fast-growing technology businesses; deep experience leading go-to-market, product, engineering, sales and operations teams (Stripe COO; Google leadership).
- Current strategic operator (Corporate Officer & Executive Advisor at Stripe), aligning with HubSpot’s customer-centric growth model.
- Board rationale: qualified due to operating and leadership experience in fast-growing tech businesses and go-to-market depth.
Equity Ownership
| As of Date | Total Beneficially Owned (Shares) | Ownership % | Directly Owned (Shares) | Issuable Within 60 Days (Options/RSUs/PSUs) |
|---|---|---|---|---|
| March 1, 2025 | 1,674 | * <1% | 1,022 | 652 |
- Ownership table based on 52,215,728 shares outstanding as of March 1, 2025; options exercisable and RSUs/PSUs vesting within 60 days counted for beneficial ownership.
- Stock Ownership Guidelines: non-employee directors must hold equity equal to at least 5x annual Board cash retainer; compliance required by first Dec 31 following five-year anniversary of becoming subject to policy. As of the proxy date, all officers/directors met requirements or are within phase-in.
Insider Trades & Compliance
| Year | Late Form 4s Reported for Claire Hughes Johnson? | Section 16(a) Compliance Note |
|---|---|---|
| 2024 | None reported for Claire | Company states all required reports timely except specific late filings for two others; no exception noted for Claire. |
Governance Assessment
- Committee effectiveness: dual service on Compensation and Nominating, Governance & Sustainability places her at the center of CEO/executive pay decisions, director pay policy, stock ownership guideline compliance, succession planning, and sustainability oversight—areas critical to investor confidence. Independent consultant (Compensia) engaged; Compensation Committee assessed consultant independence and found no conflicts.
- Independence and engagement: Board and committee independence affirmed; attendance met thresholds; all directors attended the 2024 annual meeting—positive oversight signal.
- Ownership alignment: RSU-based annual grants with quarterly vesting and 5x retainer ownership guideline promote alignment; no pledging or related-party transactions involving the director disclosed in the proxy.
- Compensation structure signals: shift to 100% RSUs (from prior mix including options) for directors in 2024 simplifies and strengthens alignment while reducing option-related risk; change-in-control acceleration for directors is time-based rather than performance-linked—monitor for potential entrenchment risk, though standard in peer practice.
- Board structure response: proposed declassification and elimination of supermajority voting reflect responsiveness to stockholder feedback—improves accountability and supports investor confidence.
Red Flags: None disclosed specific to Claire Hughes Johnson in 2024 regarding related-party transactions, hedging/pledging, or Section 16(a) delinquencies. Continue monitoring potential conflicts given concurrent Stripe operating role, though the Board has determined independence and maintains robust related person transaction review via the Audit Committee.