Independent
Tenure on this board
4.7 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (Kent Bennett, Susan Chapman-Hughes, and Mark Hawkins); ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026; approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers; and transact any other business properly coming before the meeting.
Elect Kent Bennett, Susan Chapman-Hughes, and Mark Hawkins as Class II directors to serve until the 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Ernst & Young LLP as Toast’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the ‘‘say-on-pay’’ vote).
This advisory proposal asks stockholders to approve the Company’s executive compensation disclosures and the compensation paid to named executive officers as presented in the proxy statement. Management is seeking shareholder approval to validate its pay philosophy—which emphasizes pay-for-performance, a substantial proportion of compensation “at risk,” and alignment through long-term equity awards—and to endorse the compensation committee’s decisions on base salary, annual bonus design, and equity grant practices for 2025. The Company’s 2025 program combined base salary, a short-term incentive bonus funded against two financial metrics (RGP and Adjusted EBITDA) with individual MBO multipliers, and long-term incentives in an equal mix of stock options and RSUs vesting over four years, intended to balance retention, dilution control, and performance alignment. The board and compensation committee argue that metrics and governance practices (independent committee, external consultant, clawback policy, stock ownership guidelines, no repricing) support alignment with stockholder interests and long-term value creation. The proposal is non-binding, and the Board will only consider the outcome in future compensation decisions; historically the Company received strong support on say-on-pay (approximately 99% in 2025), which the Board cites as validation of its approach. Potential investor concerns include the magnitude and structure of equity grants to executives, severance/change-in-control benefits, and the effect of equity-based pay on dilution and realized executive pay—issues addressed in the proxy through disclosures on grant rationale, severance policies, and the shift in the 2025 equity mix to moderate dilution. The Company withholds specific numeric targets for some bonus metrics for competitive reasons, which can limit external assessment of pay-for-performance alignment; however, realized pay remains closely tied to stock price performance and the reported financial metrics, and the compensation committee retains flexibility to adjust programs in response to stockholder feedback and business performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 5.28% | 30,603,273 | $811M |
| 2 | FMR LLC | 3.90% | 22,620,416 | $600M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.80% | 22,063,096 | $585M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.49% | 20,258,557 | $537M |
| 5 | ALLIANCEBERNSTEIN L.P. | 3.13% | 18,173,374 | $645M |
| 6 | ValueAct Holdings, L.P.Activist | 2.22% | 12,895,438 | $342M |
| 7 | BlackRock, Inc. | 1.97% | 11,436,236 | $303M |
| 8 | JPMORGAN CHASE CO | 1.81% | 10,495,472 | $274M |
| 9 | STATE STREET CORP | 1.75% | 10,147,233 | $269M |
| 10 | BlackRock, Inc. | 1.71% | 9,894,438 | $262M |
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