Clara Shih
HUBSPOTAbout Clara Shih
Clara Shih joined HubSpot’s Board of Directors as a Class III director effective November 3, 2025, following the Board’s expansion to 11 directors. She is Head of the Business AI Group at Meta (since Oct 2024) and previously served as CEO of Salesforce AI and CEO of Service Cloud; she founded and led Hearsay Systems and served on Starbucks’ board from 2011–2023. Shih holds BS and MS degrees in Computer Science from Stanford and an MS from Oxford (Marshall Scholar). Tenure start date: Nov 3, 2025
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta | Head, Business AI Group | Oct 2024–present | Leads development and monetization of business AI across Facebook, Instagram, WhatsApp; oversees generative AI backend platform |
| Salesforce | CEO, Salesforce AI; CEO, Service Cloud | 2020–2024 | Drove shift into generative AI (Einstein GPT); scaled Service Cloud to largest product line |
| Hearsay Systems (now part of Yext) | Founder, Chairman, CEO | 2009–2020 | Built global SaaS for digital/AI client engagement in financial services |
| Starbucks | Independent Director | 2011–2023 | Corporate governance/consumer tech oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meta | Operating Executive (not a director) | Oct 2024–present | Potential ecosystem ties given HubSpot integrations with Meta’s platforms |
| Starbucks | Public company director | 2011–2023 | Former board role; ended prior to HubSpot appointment |
Board Governance
- Appointment and term: Appointed Nov 3, 2025 as Class III director; term runs until the 2026 annual meeting or until a successor is elected and qualified .
- Committee assignments: Will not initially join any Board committees; standing committees are Audit (Chair: Ron Gill), Compensation (Chair: Jay Simons), Nominating, Governance and Sustainability (Chair: Jill Ward) .
- Independence status: HubSpot annually determines independence under NYSE/SEC standards; in 2025 proxy, all directors other than executives were deemed independent; Shih’s independence will be assessed in the next annual determination .
- Attendance and engagement: In 2024, the Board held 7 meetings; Audit 8, Compensation 5, Nominating 9; each director attended ≥75% of meetings; executive sessions of non-management and independent directors held regularly .
- Governance enhancements: 2025 proxy proposed declassification and elimination of supermajority provisions in response to shareholder feedback; Board leadership includes an independent Chair (Lorrie Norrington since May 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Paid to all non-employee directors |
| Lead Independent Director premium | $25,000 | Additional annual retainer (now superseded by independent Chair) |
| Committee member retainers | Audit: $15,000; Compensation: $10,000; Nominating/Gov/Sust: $6,000 | Annual amounts by committee |
| Committee chair retainers | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating/Gov/Sust Chair: $8,500 | Annual chair premiums |
- New directors receive pro-rated annual retainers and equity awards; reasonable expenses reimbursed .
Performance Compensation
| Equity Component | Grant Value | Vesting | Acceleration |
|---|---|---|---|
| Annual RSU award | $250,000 | Vests in equal quarterly installments over 1 year | All unvested equity accelerates if service ends within 3 months prior to or 12 months following a “sale event” (as defined), subject to policy terms |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Meta (employer) | Platform partner | HubSpot integrates with Meta platforms; any related-person transactions would be reviewed under HubSpot’s related-party policy by the Audit Committee . At appointment, HubSpot disclosed no related-party relationships requiring Item 404(a) . |
| Starbucks (former) | Public board | Former role (ended 2023); no current interlock . |
Expertise & Qualifications
- AI/ML and enterprise software: Led Meta Business AI; previously CEO Salesforce AI and Service Cloud; founded Hearsay Systems (SaaS) .
- CRM/domain: Deep CRM and go-to-market understanding; recognized technology leader (e.g., TIME100 AI) .
- Education: BS/MS Computer Science (Stanford); MS (Oxford, Marshall Scholar) .
Equity Ownership
- Director stock ownership guidelines: Non-employee directors must hold HubSpot equity equal to at least 5x the annual Board cash retainer; phase-in period to comply by Dec 31 following the 5-year anniversary of becoming subject to the policy .
- Hedging/pledging: Prohibited for directors and employees; pledging only allowed in exceptional cases with Audit Committee approval (none requested/approved) .
- Disclosure status: As a November 2025 appointee, Shih’s beneficial ownership will be disclosed in the next proxy; annual director RSU awards are pro-rated and subject to quarterly vesting .
Governance Assessment
-
Strengths
- AI and CRM expertise aligned with HubSpot’s strategic AI initiatives and product embedding, potentially enhancing Board oversight of technology roadmaps and GTM strategy .
- Robust governance policies: clawback policy compliant with SEC/NYSE, anti-hedging/pledging, independent committees, and director stock ownership guidelines (5x retainer) .
- Shareholder-responsive governance: Board actions to declassify and remove supermajority voting requirements, following engagement with major holders .
-
Potential risks/RED FLAGS to monitor
- Related-party exposure: Shih’s Meta executive role could create related-party considerations if material commercial arrangements arise; HubSpot’s Audit Committee reviews such transactions per policy . At appointment, no Item 404(a) related-party relationships were disclosed .
- Committee influence: Initially not assigned to committees; tracking future assignments (e.g., Compensation or Nominating) will be important for assessing Board effectiveness and oversight balance .
Implication: Shih’s appointment is a governance signal of HubSpot’s AI strategic emphasis while maintaining independence and standard director compensation/indemnification. Ongoing review of any Meta-HubSpot relationships and her eventual committee placement will be key for conflict management and Board impact .
Additional Context (Board environment)
- 2024 Board/committee meeting cadence and ≥75% attendance by all directors; executive sessions held regularly .
- Non-employee director compensation benchmarking via independent consultant; 2024 director compensation included cash fees and ~$242k stock awards; equity for directors accelerates on sale events per plan .
- Director communications and evaluation processes disclosed (annual evaluations overseen by Nominating, Governance & Sustainability Committee) .