Nick Caldwell
HUBSPOTAbout Nick Caldwell
Nick Caldwell (age 43) serves as an independent director of HubSpot, Inc., appointed in January 2021. He is a technology and product leader with deep experience scaling product organizations, currently Chief Product Officer at Peloton Interactive, Inc. His career includes senior product and engineering leadership roles at X Corp. (Twitter), Looker (acquired by Google), Reddit, and 15 years at Microsoft culminating as GM for Power BI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peloton Interactive, Inc. | Chief Product Officer | Sep 2023–present | Oversees ~600-person multi-discipline product team |
| X Corp. (Twitter) | VP Engineering, Consumer Products | Jun 2020–Dec 2021 | Scaled consumer engineering; subsequent GM Core Technologies Dec 2021–Nov 2022 |
| Looker Data Sciences, Inc. | Chief Product Officer | Oct 2018–Jun 2020 | Led BI product; Looker acquired by Google in 2020 |
| Reddit, Inc. | VP Engineering | Oct 2016–Oct 2018 | Led engineering organization |
| Microsoft Corporation | Various roles; GM Power BI | ~15 years (dates not fully disclosed) | Led Power BI product organization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Peloton Interactive, Inc. | Chief Product Officer | Sep 2023–present | Operating role; not a Peloton director |
| Other public company boards | — | — | None disclosed in HubSpot proxy |
Board Governance
- Independence: The Board determined Caldwell is independent under NYSE and SEC standards; all committee members are independent .
- Committee assignments: Audit Committee member; Audit is chaired by Ron Gill, with Caldwell and Jill Ward as members. The committee met 8 times in 2024 .
- Attendance: In 2024, the Board met 7 times; Audit met 8; Compensation 5; Nominating 9. Each current director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Lorrie M. Norrington serves as Lead Independent Director .
- Risk oversight: Audit Committee remit includes financial reporting, internal controls, reviewing related person transactions, and assisting Board oversight of cybersecurity, privacy, and data security .
Fixed Compensation
| Component | Policy (2024) | Caldwell 2024 Actual |
|---|---|---|
| Annual Board cash retainer | $50,000 | $56,083 fees earned or paid in cash |
| Committee member retainers | Audit $15,000; Compensation $10,000; Nominating $6,000 | Audit Committee member; included in cash fees above |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating $8,500 | Not a chair |
| Lead Independent Director premium | $25,000 | Not applicable (not Lead Independent Director) |
Performance Compensation
| Equity Component | Structure | Caldwell 2024 Value/Units | Vesting & Provisions |
|---|---|---|---|
| Annual equity grant | $250,000 RSUs (100% RSUs starting 2024) | $242,446 stock awards (grant-date fair value) | RSUs vest in equal quarterly installments over one year; newly-elected directors pro-rated. Unvested director equity accelerates with double-trigger around a sale event (within 3 months before/12 months after) under the 2024 plan . |
| Options | Not granted in 2024; legacy options outstanding for some directors | 875 unexercised options outstanding as of Dec 31, 2024 | Legacy terms; no 2024 option grants . |
No director performance-based equity metrics (e.g., PSUs) are used for non-employee directors; equity is time-based RSUs with quarterly vesting .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Caldwell in HubSpot’s proxy .
- Committee interlocks: HubSpot reports no compensation committee interlocks with entities having executive officers serving on HubSpot’s Board/Comp Committee .
- Related party transactions: Audit Committee reviews/approves any related person transactions; no related transactions are disclosed involving Caldwell .
Expertise & Qualifications
- Technical and product leadership: Extensive experience in product strategy/design and scaling product orgs (Microsoft Power BI, Reddit, Looker, Twitter) .
- Governance-relevant expertise: Audit Committee service; committee responsibilities include oversight of financial reporting, internal controls, and cybersecurity/data privacy—areas aligned with Caldwell’s technology background .
- Public company/operating experience: Senior leadership across large-scale technology companies; contributes to board’s product management and technology skill matrix .
Equity Ownership
| Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 2,380 (less than 1%) | Mar 1, 2025 | Footnote: 1,402 shares held directly; 978 shares issuable within 60 days via options/RSUs . |
| Unexercised stock options (#) | 875 | Dec 31, 2024 | Director equity information table . |
| Unvested RSUs (#) | 206 | Dec 31, 2024 | Director equity information table . |
| Shares pledged or hedged | Prohibited; no pledging approvals to date | Policy | Anti-hedging and anti-pledging policy applies to directors; no approvals to date . |
| Ownership guidelines | Directors must hold equity equal to ≥5× annual Board cash retainer; all directors are compliant or within phase-in period | Jan 2024 policy | Five-year phase-in; excludes unvested awards/options in calculation . |
Governance Assessment
- Board effectiveness: Caldwell’s Audit Committee role, independence, and at least 75%+ attendance support robust oversight; Audit Committee’s explicit cybersecurity and data privacy remit leverages his technology background—positive for investor confidence .
- Compensation alignment: Director pay is standard market practice—cash retainer plus RSU grant with quarterly vesting; no performance-linked director equity reduces incentive complexity and potential conflicts; equity accelerates only under double-trigger conditions, which is generally shareholder-friendly compared to single-trigger .
- Ownership alignment: Strengthened stock ownership guidelines (directors ≥5× retainer) with compliance or phase-in status enhances alignment; hedging/pledging bans mitigate misalignment or collateralization risk .
- Conflicts and related-party exposure: No related-person transactions disclosed involving Caldwell; Audit Committee screens and approves any such transactions under formal policy—low conflict risk .
- Shareholder signals: 2023 say-on-pay garnered ~89% approval, and the Board advanced governance enhancements (declassification and elimination of supermajority voting) reflecting responsiveness to shareholder feedback—constructive governance climate supporting board credibility .