Jay Simons
HUBSPOTAbout Jay Simons
Independent director at HubSpot since January 2017; age 52 as of April 24, 2025 . Background includes senior operating roles at Atlassian (President 2011–July 2020; VP Sales & Marketing 2008–2011), BEA Systems (2005–2008), and Plumtree Software (1998–2005) . Currently a General Partner at Bond Capital Management LP (since November 2020) . Selected for HubSpot’s Board for experience in high-velocity sales, multi-product platform transitions, and global expansion .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlassian Corporation Plc | President | 2011–July 2020 | Led scaling, go-to-market, multi-product platform expansion |
| Atlassian Corporation Plc | VP Sales & Marketing | June 2008–August 2011 | Implemented high-velocity, low-touch sales model |
| BEA Systems, Inc. | VP, Marketing (various roles) | Oct 2005–May 2008 | Enterprise software marketing leadership |
| Plumtree Software, Inc. | VP, Product Marketing & Strategy (various roles) | 1998–2005 | Web software product marketing; later acquired by BEA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bond Capital Management LP | General Partner | Nov 2020–present | Investment firm GP |
| Dragoneer Growth Opportunities Corp. I | Director | Jul 2020–Jul 2021 | SPAC board service |
| Dragoneer Growth Opportunities Corp. II | Director | Nov 2020–Dec 2021 | SPAC board service |
| Dragoneer Growth Opportunities Corp. III | Director | Mar 2021–Apr 2023 | SPAC board service |
Board Governance
- Committee assignments (2024 activity; current structure): Chair, Compensation Committee; not a member of Audit or Nominating, Governance, and Sustainability Committees; independent director .
- Committee meetings held in 2024: Board 7; Audit 8; Compensation 5; Nominating, Governance, and Sustainability 9 .
- Attendance: Each current director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Board regularly holds executive sessions of non-management and of independent directors .
- Governance enhancements via shareholder engagement: Board moved to declassify (transition to annual elections in 2026–2028) and eliminate supermajority voting, reflecting investor feedback .
| Committee | Membership | Role | Independence |
|---|---|---|---|
| Compensation | Jay Simons; Andrew Anagnost; Claire Hughes Johnson | Chair (Simons) | All members independent per SEC/NYSE |
| Audit | Ron Gill (Chair); Nick Caldwell; Jill Ward | — | All members independent; financial literacy; Gill designated financial expert |
| Nominating, Governance, and Sustainability | Jill Ward (Chair); Claire Hughes Johnson; Lorrie Norrington | — | All members independent |
Fixed Compensation
- Policy: Annual cash retainer $50,000; additional retainers—Lead Independent Director $25,000; committee member retainers Audit $15,000, Compensation $10,000, Nominating $6,000; committee chair retainers Audit $20,000, Compensation $15,000, Nominating $8,500 .
- Equity: Annual non-employee director equity award valued at $250,000 in RSUs (100% RSUs from 2024 onward; prior years 75% RSUs / 25% options); vest quarterly over one year; change-in-control acceleration (double-trigger window applies for directors’ unvested awards within 3 months before or 12 months after a “sale event”) .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 57,500 | 170,206 | 56,853 | 284,559 |
| 2024 | 63,780 | 242,446 | — | 306,226 |
Performance Compensation
- Director pay has no performance-linked components; RSUs vest based on service, not financial or TSR metrics .
- Anti-hedging/anti-pledging: Directors prohibited from hedging, short sales, or pledging (exceptions only with Audit Committee permission; none requested/approved to date) .
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial metrics (Revenue, EBITDA, TSR) | No | Director equity awards are time-based RSUs |
| PSU hurdles | No | PSUs apply to executives; none for directors |
| Clawback on incentive comp | Generally executive-focused | Company maintains SEC/NYSE-compliant clawback; directors’ pay is not incentive-based |
Other Directorships & Interlocks
- Other public company boards: Dragoneer Growth Opportunities Corp. I, II, III (historical) .
- Compensation Committee interlocks: None—no executive officer of HubSpot served on another issuer’s board or comp committee with any HubSpot comp committee member in 2024; comp committee members are independent and non-employees .
- Stockholder engagement and governance responsiveness: Active outreach to top holders; Board acted to declassify and remove supermajority voting based on feedback .
Expertise & Qualifications
- Board-selected qualifications: Experience implementing high-velocity, low-touch sales, platform expansion, and global scaling .
- Risk oversight contributions: As Compensation Committee Chair, oversees pay strategy, risk assessment of compensation programs, stock ownership guideline compliance, and independence of compensation advisors .
Equity Ownership
- Beneficial ownership as of March 1, 2025: 12,016 shares; less than 1% of outstanding shares .
- Breakdown: 6,636 shares held directly; 5,380 shares issuable within 60 days via options and/or RSUs .
- Outstanding director equity (as of Dec 31, 2024): 5,277 unexercised options; 206 unvested RSUs .
- Stock ownership guidelines: Directors must hold equity equal to at least 5x annual Board cash retainer; all officers and directors met requirements or remain within phase-in period as of proxy date .
- Anti-hedging/pledging compliance: Company policy prohibits hedging and generally prohibits pledging; no exceptions approved to date .
| Measure | Value | As-of Date |
|---|---|---|
| Beneficially owned shares | 12,016; <1% | March 1, 2025 |
| Direct shares | 6,636 | March 1, 2025 |
| Shares issuable within 60 days (options/RSUs) | 5,380 | March 1, 2025 |
| Unexercised options (#) | 5,277 | Dec 31, 2024 |
| Unvested RSUs (#) | 206 | Dec 31, 2024 |
| Director ownership guideline | 5x annual cash retainer | Policy effective Jan 2024 |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee with clear remit over CEO/EO goals, pay approval, pay risk oversight, advisor independence, and stock ownership compliance . Attendance and engagement meet disclosure thresholds; all directors attended 2024 annual meeting . Robust anti-hedging/anti-pledging and ownership guidelines enhance alignment .
- Shareholder confidence signals: ~89% say-on-pay approval in 2024; Board responsiveness via declassification and removal of supermajority voting reflects constructive engagement .
- Potential conflicts and mitigants: External role as GP at Bond Capital noted; company has formal related party transaction review, independent Board/committee structures, and indemnification/limitation provisions under Delaware law; no director-specific related-party transactions involving Mr. Simons are described in the proxy .
- Red flags: None disclosed regarding hedging/pledging, attendance shortfalls, or related-party transactions; compensation committee interlocks absent .