EX-10.9



 Exhibit 10.9 

HUBSPOT, INC. 

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY 

The purpose of this Director Compensation Policy of HubSpot, Inc. (the “Company”), is to provide a total compensation package that enables
the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries. In furtherance of the purpose stated above, all non-employee directors shall be paid compensation
for services provided to the Company as set forth below: 
 Cash Retainers 

Annual Retainer for Board Membership: $25,000 for general availability and participation in meetings and conference calls of the Board of Directors, to
be paid quarterly. 
 Additional Retainers for Committee Membership: 
  

					
	 Audit Committee Chairperson:
	  	$	15,000	  
	 Audit Committee member:
	  	$	5,000	  
	 Compensation Committee Chairperson:
	  	$	10,000	  
	 Compensation Committee member:
	  	$	4,000	  
	 Nominating and Corporate Governance Committee Chairperson:
	  	$	5,000	  
	 Nominating and Corporate Governance Committee member:
	  	$	3,000	  

 Note: Chairperson retainers are in addition to member retainers. No equity retainers shall be paid as compensation for
committee membership. 
 Equity Retainers 

Upon initial election to the Board: An initial, one-time equity grant (the “Initial Grant”) of $135,000 of equity awards in the form of
stock options and/or restricted stock units, as determined by the Compensation Committee of the Board, to each new non-employee director, that vest upon the first anniversary of such director’s start date, provided, however, that all vesting
ceases if the board member resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The fair market value of the Initial Grant
shall be based on the market price on the date of grant. This initial equity grant applies only to non-employee directors who are first elected to the Board effective as of or subsequent to the Company’s initial public offering. 

Annual equity grants: Each continuing non-employee member of the Board who has served as a director for the previous six months will receive an annual
equity grant (the “Annual Grant”) of $135,000 of equity awards in the form of stock options and/or restricted stock units, as 







 
determined by the Compensation Committee of the Board, that vest upon the first anniversary of such grant date, provided, however, that all vesting ceases if the director resigns from the Board
of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The fair market value of the Annual Grant shall be based on the market price on the date of
grant. 
 Acceleration of Equity Awards: All unvested equity awards held by non-employee directors will accelerate and immediately vest if the
non-employee director is terminated within three months prior to or twelve months following a Sale Event (as defined in the Company’s 2014 Stock Option and Incentive Plan). 

Expenses 
 The Company will reimburse all
reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of the Board or any Committee. 
 ADOPTED: August 20, 2014,
subject to the closing of the Company’s initial public offering.