Jill Ward
HUBSPOTAbout Jill Ward
Independent director at HubSpot since October 2017; age 64. Former operating executive with deep SaaS, go‑to‑market, and scaling experience from Intuit and Fleetmatics; currently chairs HubSpot’s Nominating, Governance & Sustainability Committee and serves on the Audit Committee. Independence affirmed by the Board under NYSE/SEC standards; she attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lead Edge Capital | Operating Partner | Oct 2018–Feb 2020 | Growth equity portfolio support |
| Fleetmatics (acquired by Verizon) | President & COO | 2015–2016 | Scaled telematics business pre-acquisition |
| Intuit | VP → SVP & GM | 2001–2014 | Led product/GM roles; SMB focus |
| Fidelity Investments | Leadership roles | Pre‑2001 | Strategy/operations background |
| Bain & Company | Leadership roles | Pre‑2001 | Consulting, go‑to‑market |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Informatica Inc. | Director | Since May 2021 | Enterprise cloud data management |
| Dynatrace, Inc. | Director | Since Sep 2019 | Observability platform |
| Carbon Black Inc. | Director | Dec 2018–Oct 2019 | Endpoint security; prior board service |
| Adaptive Insights | Director | 2018 | Acquired by Workday in 2018 |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating, Governance & Sustainability Committee .
- Independence: Board determined all non‑management directors, including Ward, are independent under NYSE/SEC standards; all committee members are independent .
- Attendance & engagement: Board held 7 meetings in 2024 (Audit 8; Compensation 5; Nominating 9); each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance enhancements: Board is seeking stockholder approval to declassify the Board and eliminate supermajority voting provisions in 2025—signals responsiveness to investor feedback .
Fixed Compensation
| Component | Policy/Amount | Ward 2024 Actual |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 policy | Included in Fees Earned |
| Audit Committee member fee | $15,000 policy | Included in Fees Earned |
| Nominating Committee chair fee | $8,500 policy | Included in Fees Earned |
| Meeting fees | None (policy uses retainers) | N/A |
| Total cash fees | Policy components above | $73,972 (Fees Earned) |
Performance Compensation
Directors receive time‑based RSUs; no performance metrics apply to director equity. Annual director equity award value was $250,000 (100% RSUs) in 2024, vesting quarterly over one year; change‑of‑control protection is double‑trigger (accelerates if service ends within 3 months pre‑ or 12 months post‑sale event) .
| Equity Detail | Ward 2024 Value/Units | Vesting |
|---|---|---|
| Stock awards (grant‑date fair value) | $242,446 | Quarterly over one year |
| Unvested RSUs at 12/31/2024 | 206 units | Time‑based (quarterly) |
| Options outstanding | 3,899 options (aggregate count) | Per option agreements; legacy awards |
Other Directorships & Interlocks
- Current public boards: Informatica; Dynatrace .
- Interlocks: Proxy does not disclose any director interlocks involving Ward at HubSpot (e.g., cross‑service on compensation committees elsewhere) .
- Investor engagement: Nominating/ESG Chair (Ward) participated in selective investor outreach meetings in 2024 covering governance and compensation .
Expertise & Qualifications
- Scaling software/SaaS businesses; customer and partner relationship building; SMB domain expertise; senior operating roles across Intuit and Fleetmatics .
- Governance: Chairs Nominating, Governance & Sustainability; oversees succession planning and board composition/diversity; committee monitors sustainability metrics .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 8,975 shares (<1%) | |
| Direct ownership | 4,973 shares | |
| Acquirable within 60 days | 4,002 shares (options/RSUs) | |
| Unvested RSUs | 206 units at 12/31/2024 | |
| Shares pledged | None disclosed; company prohibits pledging absent Audit Committee approval (no approvals to date) | |
| Ownership guidelines | Directors must hold equity ≥5x annual Board cash retainer; all directors are compliant or within phase‑in period |
Governance Assessment
- Strengths: Independent status; chairs a key governance committee overseeing board composition, succession, and sustainability; Audit Committee membership enhances financial oversight; strong attendance; anti‑hedging/anti‑pledging policies; director stock ownership guidelines increased in 2024 to 5x retainer .
- Alignment: Annual director equity (RSUs) and ownership guidelines support alignment; Ward’s beneficial ownership is modest (<1%), typical for outside directors; guidelines mitigate low percentage holdings .
- Conflicts/related‑party exposure: Audit Committee reviews related‑person transactions ≥$120,000; proxy does not disclose any related‑party transactions involving Ward in 2024–2025 .
- Shareholder signals: Board proposals to declassify and remove supermajority vote thresholds reflect responsiveness; say‑on‑pay support was ~89% in 2024—positive governance sentiment .
- RED FLAGS: None disclosed specific to Ward. Potential time‑commitment consideration given two external public boards, mitigated by strong attendance in 2024 .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company states all required reports timely filed; disclosed late filings did not involve Ward |
Notes
- Committee meeting counts and attendance are for 2024: Board (7), Audit (8), Compensation (5), Nominating (9); each director attended ≥75% of applicable meetings .
- Director pay structure and equity vesting reflect 2024 policy changes (100% RSUs; no options for directors) .