Yamini Rangan
HUBSPOTAbout Yamini Rangan
Yamini Rangan is Chief Executive Officer, President, and a Director of HubSpot, serving as CEO since September 2021 and previously as Chief Customer Officer from January 2020 to September 2021; she is 51 years old as of April 24, 2025 . Her background includes senior customer and operations roles at Dropbox (CCO; VP Business Strategy & Operations), Workday (VP Sales Strategy & Operations), and customer-facing leadership roles at SAP . Under her tenure, HubSpot delivered 2024 revenue of $2.63B (+21% YoY) and non-GAAP operating margin of 17.5% (+200 bps YoY), with ARR of $2.9B and 247,939 customers . HubSpot’s TSR over six fiscal years grew an illustrative $100 investment at 12/31/2018 to $554 at 12/31/2024, evidencing strong long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HubSpot | Chief Customer Officer | Jan 2020 – Sep 2021 | Led customer-centric operations ahead of CEO transition; deep operating and customer experience . |
| Dropbox | Chief Customer Officer | Aug 2018 – Jan 2020 | Drove customer experience at scale . |
| Dropbox | VP, Business Strategy & Operations | Jan 2016 – Aug 2018 | Managed strategy and operations to support growth . |
| Workday | VP, Sales Strategy & Operations | 2013 – 2015 | Led sales ops and strategy in enterprise SaaS . |
| SAP | Customer-facing leadership roles | Various | Strategy, pre-sales, and value-based selling roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Splunk Inc. | Director | Apr 2023 – Mar 2024 | Board service ended upon Cisco acquisition of Splunk . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (Rate) | $1 | $1 | $700,000 (effective Feb 1, 2024) |
| Base Salary (Paid) | $1 | $1 | $641,667 (partial-year at new rate) |
| Target Bonus % of Salary | — | 0% (forwent in 2023) | 100% |
| Actual Bonus Paid ($) | $0 | $0 | $494,083 |
| Stock Awards Fair Value ($) | $8,786,280 | $22,604,287 | $23,716,796 |
| Option Awards Fair Value ($) | $2,951,872 | $3,277,416 | $0 (ceased option grants in 2024) |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus (H1) | ARR Install Base | 70% | $2.730B | $2.686B | 67% of target component | Semi-annual cash; total H1 payout = 77% of target . |
| 2024 Annual Bonus (H1) | Non-GAAP Operating Income | 30% | $174.4M | $201.9M | 100% of target component | Included in 77% total H1 payout . |
| 2024 Annual Bonus (H2) | ARR Install Base | 70% | $3.042B | $2.946B | 67% of target component | Semi-annual cash; total H2 payout = 77% of target . |
| 2024 Annual Bonus (H2) | Non-GAAP Operating Income | 30% | $424.2M | $460.2M | 100% of target component | Included in 77% total H2 payout . |
| 2024 PSUs | Constant Currency Revenue Growth | — | Threshold 17.4%; Target 21.0%; Max ≥24.8% | 20.8% | 97.5% of target shares earned | 1/3 vests upon Feb 2025 certification; remaining 2/3 vest quarterly over next 2 years . |
Notes:
- Bonus metrics defined as ARR and non-GAAP operating income, with max payout at 170% via 70%×200% and 30%×100% caps; CEO target set at 100% of salary in 2024 .
- HubSpot ceased option grants for NEOs in 2024 and shifted to 50% RSUs / 50% PSUs, increasing the share of performance-linked equity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 66,531 shares (<1% of outstanding) as of March 1, 2025 . |
| Ownership Breakdown | 12,363 shares held directly; 45,998 shares exercisable/vestable within 60 days; 8,170 shares held by KK 2024 GRAT (Rangan trustee) . |
| Vested vs Unvested Snapshot (12/31/2024) | Unvested RSUs/PSUs include: 2024 RSUs 15,202; 2024 PSUs earned 18,242; 2023 RSUs 14,223; 2023 PSUs earned 14,093; 2022 RSUs 5,599; 2021 RSUs 715; plus earlier small awards . |
| 2024 Equity Vesting Realized Value | 39,742 shares vested, $23,390,265 value realized; no option exercises in 2024 . |
| 2023 Equity Vesting Realized Value | 24,505 shares vested, $10,891,050; no option exercises . |
| Stock Ownership Guidelines | CEO must hold ≥6× base salary; amended Jan 2024; all covered officers/directors met requirements or are within phase-in . |
| Hedging/Pledging | Prohibited for directors/officers/employees; pledging allowed only in exceptional cases with Audit Committee permission; no requests made/approved . |
Employment Terms
- No individual employment agreement; company uses policy-based governance and plan documents for compensation .
- Equity awards include double-trigger acceleration upon change in control plus qualifying termination; PSUs earn based on actual performance through transaction date or at target if not determinable .
- Executive Severance Plan (adopted April 10, 2025):
- Outside change-in-control period: CEO eligible for base salary plus pro‑rated target bonus, 12 months COBRA, and 12 months’ acceleration of equity vesting (performance awards deemed earned at target) .
- During change-in-control period (3 months pre– to 12 months post–CIC): CEO eligible for 1.5× base salary + 1× target bonus (lump sum), 18 months COBRA, and full acceleration of outstanding equity (performance earned at actual or target if not determinable) .
- Severance conditioned on release, confidentiality, non‑disparagement, reaffirmation of continuing obligations, and potential 1‑year post‑employment non‑compete (where permitted by law) .
- Clawback policy compliant with SEC/NYSE; applies to cash and equity incentive compensation tied to financial reporting measures (3-year lookback) .
Board Governance
- Board Service: CEO, President, and Director since September 2021; not independent (executive officer) .
- Committees: Does not serve on Board committees; Audit chaired by Ron Gill; Compensation chaired by Jay Simons; Nominating, Governance & Sustainability chaired by Jill Ward .
- Board Leadership Structure: Roles of Chair and CEO are separated; Executive Chair is co‑founder Brian Halligan; Lead Independent Director is Lorrie Norrington, providing independent counterbalance and presiding over executive sessions .
- Independence/Attendance: Majority independent Board; all directors attended at least 75% of Board/committee meetings in 2024; Board held seven meetings in 2024; regular executive sessions of non‑management and independent directors .
- Director Compensation: Employee directors (including Rangan) receive no additional director compensation; non‑employee directors receive retainer and annual RSU grants .
Compensation Structure Analysis
- Mix Shift: 2024 eliminated options for NEOs and moved to 50% RSUs/50% PSUs, increasing performance linkage via CC revenue growth PSUs; options remained in 2023 prior to removal .
- Cash vs Equity: CEO base salary normalized to market ($700k) from $1 in prior years; target bonus introduced at 100% of salary in 2024; equity remains the dominant pay element (2024 stock awards fair value $23.7M) .
- Pay-for-Performance: Annual bonus paid at 77% of target in both H1 and H2 2024 with ARR below target but operating income at max; PSUs earned at 97.5% based on 20.8% CC revenue growth .
- Governance Safeguards: Clawback, anti-hedging/pledging, robust ownership guidelines, double-trigger CIC vesting; no excise tax gross‑ups; no executive employment agreements .
Equity Details (Grant Design and Vesting)
| Grant Year | Type | Grant Value/Counts | Vesting |
|---|---|---|---|
| 2024 | RSUs/PSUs | Approved value $22,750,000; RSUs 18,710; PSUs target 18,710; earned PSUs 18,242 at 97.5% . | RSUs vest quarterly over 4 years; PSUs: 1/3 vests upon performance certification (Feb 2025), remaining 2/3 quarterly over 2 years . |
| 2023 | Options/RSUs/PSUs | Mix 12.5% options, 37.5% RSUs, 50% PSUs; CEO intended values and counts: RSUs 25,285; PSUs target 33,714 (earned 100.3%); options 15,532 . | Options/RSUs vest quarterly over 4 years; PSUs vest 1/3 at certification (Feb 2024), 2/3 quarterly over 2 years . |
Equity Acceleration Scenario Values
| Scenario (as of 12/31/2024) | Equity Acceleration Value |
|---|---|
| CIC + qualifying termination (double-trigger) | $51,771,020 for CEO . |
| Death | $51,771,020 for CEO . |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 2024 approval ≈89% for 2023 NEO pay; 2023 approval ≈94.8% for 2022 NEO pay .
- Program Changes: Addition of PSUs in 2023 and continuation in 2024, informed by investor engagement; Board actions to declassify Board and eliminate supermajority provisions proposed in 2025 proxy .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited; no pledging exceptions requested/approved .
- Clawback: Enforced per SEC/NYSE rules .
- Section 16 Compliance: 2024 proxy notes late filings for two other officers/directors; no noncompliance indicated for Rangan .
- Related Party Transactions: Governance processes in place via Audit Committee for approvals; no specific Rangan-related RPTs disclosed .
Investment Implications
- Alignment: Heavy equity mix with performance-based PSUs tied to CC revenue growth supports pay-for-performance and long-term value creation; robust ownership/anti-hedging policies enhance alignment .
- Near-term Selling Pressure: Quarterly RSU/PSU vesting and large 2024 vesting realizations ($23.4M) suggest ongoing scheduled share deliveries; tax withholding can create mechanical selling in vest windows, though direct option exercises were absent in 2024 .
- Retention/Change-in-Control: The 2025 Executive Severance Plan introduces market-competitive protections; CEO benefits include 1.5× salary and full equity acceleration in CIC-related exits, lowering retention risk but increasing CIC transaction costs .
- Performance Lens: 2024 bonuses paid at 77% driven by ARR below target and operating income at max; PSUs earned ~97.5% on 20.8% CC revenue growth, consistent with disciplined performance calibration .
- Governance Quality: Separation of CEO and Executive Chair, designated Lead Independent Director, majority independent Board, and strong committee oversight mitigate dual-role concerns of an executive director .
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