Lorrie Norrington

About Lorrie Norrington

Lorrie M. Norrington is Lead Independent Director at HubSpot and has served on the Board since September 2013; she was designated Lead Independent Director in 2013 to provide an effective independent voice alongside the Executive Chair . As of April 24, 2025, she is 65 years old and serves on the Nominating, Governance, and Sustainability Committee, with a long operating background in technology, software, and internet businesses (eBay, Shopping.com, Intuit, GE) and extensive public board experience (Autodesk, Colgate-Palmolive, Asana, Ancestry) .

Past Roles

External Roles

Board Governance

• Independence: The Board annually determines independence; Norrington is independent and serves as Lead Independent Director, presiding over sessions without the Chair, facilitating communication, and holding executive sessions of independent directors .
• Attendance and engagement: In 2024 the Board held 7 meetings; all directors attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting; executive sessions of non‑management and independent directors are held regularly . In 2023, all directors attended ≥75% and all attended the annual meeting; Board held 8 meetings .
• Committee assignments (member/chair status, by year): | Committee | 2023 | 2024 | 2025 | |---|---|---|---| | Audit | Not a member | Not a member | Not a member | | Compensation | Not a member | Not a member | Not a member | | Nominating, Governance, and Sustainability | Member; Committee chaired by Jill Ward | Member; Committee chaired by Jill Ward | Member; Committee chaired by Jill Ward |
• Prior chair role: Norrington previously served as chair of the Nominating and ESG Committee until September 15, 2022 .
• Committee activity: Meetings held in 2024 — Audit: 8, Compensation: 5, Nominating/Governance/Sustainability: 9 .

Fixed Compensation

• Policy evolution: | Component | 2022 Policy | 2023 Policy | 2024 Policy | |---|---|---|---| | Annual Board cash retainer | $35,000 | $35,000 | $50,000 | | Lead Independent Director retainer | $20,000 | $20,000 | $25,000 | | Audit Committee member | $10,000 | $10,000 | $15,000 | | Compensation Committee member | $7,500 | $7,500 | $10,000 | | Nominating/Governance member | $4,000 | $4,000 | $6,000 | | Audit Committee chair | $20,000 | $20,000 | $20,000 | | Compensation Committee chair | $15,000 | $15,000 | $15,000 | | Nominating/Governance chair | $8,500 | $8,500 | $8,500 | | Meeting fees | None disclosed; reimbursement of reasonable expenses | None disclosed; reimbursement | None disclosed; reimbursement |
• Individual annual compensation (reported amounts for Norrington): | Metric | 2022 | 2023 | 2024 | |---|---|---|---| | Cash fees earned or paid ($) | $65,375 | $59,000 | $66,972 | | Stock awards ($) | $159,225 | $170,206 | $242,446 | | Option awards ($) | $53,475 | $56,853 | $0 | | Total ($) | $278,075 | $286,059 | $309,418 |

Performance Compensation

• Equity structure and vesting: | Year | Annual Director Equity Award Value | Mix | Vesting Schedule | |---|---|---|---| | 2022 | $200,000 | 75% RSUs, 25% options | Vests at first anniversary or before next annual meeting | | 2023 | $200,000 | 75% RSUs, 25% options | Vests in equal quarterly installments over one year (2023 policy updated to quarterly) | | 2024 | $250,000 | 100% RSUs (no options) | Vests in equal quarterly installments over one year |
• Change-in-control acceleration: All unvested director equity awards accelerate and vest if service ends within 3 months prior to or 12 months following a “sale event” under the applicable stock plan .
• Performance metrics: No performance-based metrics disclosed for director equity; awards are service-based time-vesting .

Other Directorships & Interlocks

• Current public boards: Autodesk (since 2011), Colgate-Palmolive (since 2015), Asana (since July 2019), Ancestry (since March 2021) .
• Private/other roles: Operating Partner at Lead Edge Capital (since 2012) .
• Board interlocks: Other HubSpot directors have Lead Edge affiliations — Ron Gill (Operating Partner since 2018) and Jill Ward (Operating Partner 2018–2020), indicating potential information-flow networks; all determined independent by Board .

Expertise & Qualifications

• Operating expertise in technology/software/internet businesses with 40+ years of experience; former senior management at eBay (President Global Marketplaces), CEO Shopping.com, SVP Intuit, GE officer; ongoing governance experience across multiple public companies .
• Lead Independent Director responsibilities include presiding over sessions absent the Chair, facilitating director–Chair communication, and leading executive sessions of independent directors .

Equity Ownership

• Beneficial ownership (Norrington): | Metric | March 1, 2023 | March 1, 2024 | March 1, 2025 | |---|---|---|---| | Shares beneficially owned (#) | 6,009 | 5,756 | 5,133 | | Percent of outstanding | <1% | <1% | <1% | | Footnote details | Not itemized in 2023 table (aggregate) | 1,296 direct; 4,460 options/RSUs within 60 days | 519 direct; 4,614 options/RSUs within 60 days |
• Director equity status (as of year-end): | Metric | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2024 | |---|---|---|---| | Unexercised options (#) | 4,158 | 4,511 | 4,511 | | Unvested RSUs (#) | 215 | 161 | 206 |
• Ownership alignment policies:
  • Stock ownership guidelines: As amended January 2024, non‑employee directors must hold equity equal to at least five times the annual Board cash retainer, with a phase‑in to first December 31st after the five‑year anniversary of becoming subject; share retention applies if below guideline .
  • Anti‑hedging/pledging: Hedging and short sales prohibited; pledging generally prohibited except in exceptional cases requiring Audit Committee permission; to date, no such requests made or approved .

Fixed Compensation (Policy Detail)

• Reimbursement: Travel, lodging, and reasonable expenses for Board and committee meeting attendance reimbursed; no meeting fees disclosed .

Performance Compensation (Award Detail)

• Annual director equity grants reflect governance changes in 2024 converting to all‑RSU awards and increasing grant value to $250,000, eliminating options previously at 25% of mix .

Say‑on‑Pay & Shareholder Feedback

• Governance reforms approved in 2025: Declassification of the Board and elimination of supermajority voting; stockholder simple majority vote proposal also approved .

Governance Assessment

• Strengths:
  • Lead Independent Director role since 2013 provides counterbalance to non‑independent Executive Chair; Board majority independent, with regular executive sessions and strong attendance (≥75%) .
  • Director ownership policy enhanced to 5× cash retainer in 2024; anti‑hedging/pledging policies with zero approvals to date; signals alignment and risk discipline .
  • Transparent, formulaic director pay with modest committee retainers; 2024 shift to all‑RSU grants aligns director incentives with long‑term performance while removing option leverage risk .
  • 2025 shareholder‑friendly charter changes (declassification, elimination of supermajority) indicate responsiveness to investor governance preferences .
• Potential concerns/RED FLAGS:
  • Multiple Lead Edge Capital affiliations among HubSpot directors (Norrington, Gill, Ward) present potential perceived interlocks; Board nevertheless affirms independence annually; monitor related‑party transactions (oversight via Audit Committee) .
  • No explicit disclosure of individual compliance status with director ownership guidelines; inability to verify Norrington’s current guideline compliance from proxy .
• Oversight:
  • Audit Committee reviews related‑person transactions and cybersecurity/privacy risks; Nominating/Governance oversees governance effectiveness and succession; Compensation oversees pay risks and stock ownership compliance .

Overall, Norrington’s long tenure, independent leadership role, and cross‑company governance experience support board effectiveness; watch for potential interlock optics and maintain visibility on ownership guideline compliance and any related‑party matters.