🧾 What This Document Is

This is Toast's Definitive Proxy Statement (DEF 14A), filed ahead of their 2026 Annual Meeting of Stockholders. Think of it as the official agenda and voter's guide for the meeting.

👉 Why it exists: The SEC requires public companies to send this to shareholders before annual meetings so they can make informed votes on key issues like electing directors and approving company actions.

You'll find details on what will be voted on, who is running for the board, how the company is governed, and how much its top executives are paid.

📅 Key Date: The virtual meeting is on June 12, 2026, at 11:30 a.m. Eastern Time.

🏢 What The Company Does

👉 In simple terms, Toast is a technology company that provides an all-in-one cloud-based software and hardware platform for restaurants. Think point-of-sale systems, online ordering, payment processing, and marketing tools—everything a restaurant needs to run its operations, all from one tech partner.

They compete in the restaurant technology industry, helping their customers (restaurants of all sizes) streamline operations, engage guests, and grow their business.

🗳️ The Meeting Agenda: What You're Voting On

Shareholders will vote on three main proposals, with the board recommending a "FOR" vote on all of them.

Elect Three Directors: Vote for Kent Bennett, Susan Chapman-Hughes, and Mark Hawkins to serve until 2029.
Ratify the Auditor: Approve Ernst & Young LLP as the independent accounting firm for 2026.
Advisory Vote on Pay: Hold a non-binding vote to approve the compensation of the named executive officers ("Say on Pay").

👉 How voting works: Class A shares get 1 vote each, Class B shares get 10 votes each. The meeting is virtual, and you'll need your 16-digit control number to attend and vote.

👥 Board of Directors & Nominees

The board is divided into three classes. This year, Class II is up for election.

Nominees for Election (Class II):

Kent Bennett (48): Partner at Bessemer Venture Partners. Brings deep venture capital and tech company board experience.
Susan Chapman-Hughes (57): Founder of Acumentus consulting. Former EVP at American Express. Offers leadership and digital transformation expertise.
Mark Hawkins (66): Current Board Chairperson. Former President & CFO of Salesforce. Provides extensive public company financial and operational leadership.

Continuing Directors (Not Up for Election This Year):

Stephen Fredette (42): President, Co-Founder.
Aman Narang (43): CEO, Co-Founder.
Deval L. Patrick (69): Former Governor of Massachusetts, senior roles at Bain Capital.
Paul Bell (65): Operating Partner at Lead Edge Capital.
Anu Bharadwaj (43): Partner at ICONIQ Capital, former President of Atlassian.
Hilarie Koplow-McAdams (62): Venture Partner at New Enterprise Associates.

👉 Why it matters: The board provides oversight and strategic direction. This mix of founders, venture capitalists, and former executives from major tech and finance companies is designed to guide Toast's growth.

⚙️ How the Company is Governed

Toast follows standard corporate governance practices to ensure accountability.

Board Committees: Three key groups handle specialized oversight:
- Audit Committee: (Chair: Mark Hawkins) Oversees financial reporting and auditors.
- Compensation Committee: (Chair: Susan Chapman-Hughes) Sets executive pay.
- Nominating & Governance Committee: (Chair: Deval Patrick) Recommends directors and oversees governance policies.
Independence: 7 of the 9 directors are deemed independent, meaning they have no material relationship with Toast outside their board role.
Leadership Structure: The roles of CEO (Aman Narang) and Board Chair (Mark Hawkins) are separate. The board believes this provides strong independent oversight.

📊 Executive Compensation & Pay-for-Performance

This section details how much Toast's top executives are paid and how it ties to company performance.

Named Executive Officers (NEOs): Includes CEO Aman Narang, President Stephen Fredette, CFO Elena Gomez, and others.
Compensation Mix: Pay is heavily weighted toward equity (stock awards) and variable, performance-based incentives rather than just high salaries. This is meant to align executives' interests with shareholders'.
Pay vs. Performance: The filing includes required tables comparing the compensation of the CEO and other NEOs to Toast's financial performance (like Revenue and Non-GAAP Operating Income) over several years.

👉 Why it matters: Shareholders get an advisory vote ("Say on Pay") on this package. It's a way to signal if they believe executives are being fairly compensated for the company's results.

🌍 ESG & Corporate Responsibility

Toast outlines its commitment to Environmental, Social, and Governance practices.

Environmental: Works toward net-zero Scope 2 emissions, has a hardware takeback recycling program, and requires suppliers to follow ethical standards.
Social:
- Employees: Focus on diversity, inclusion, and high engagement.
- Community: Through Toast.org, the company has a $5 million commitment to address hunger and supports restaurant community fundraising tools.
Governance: Strong data privacy, cybersecurity programs (aligned with NIST framework), and a Board-level oversight structure for ESG.

👉 Why it matters: For many investors, how a company treats its employees, community, and the environment is a key part of its long-term sustainability and risk profile.

🔍 Procedural Details & How to Participate

Record Date: Shareholders as of April 14, 2026, can vote.
Virtual Meeting: All participation is online at http://www.virtualshareholdermeeting.com/TOST2026. You can ask questions during the meeting.
Voting Methods: You can vote online, by phone (1-800-690-6903), or by mail before the meeting, or vote live during the virtual meeting.
Quorum: Needed to conduct business is a majority of voting power. Abstentions count for quorum but not for the vote outcome.

⚖️ Strengths & Risks

👍 Strengths:

Strong, Independent Board: Deep expertise in tech, finance, and scaling companies.
Aligned Compensation: Executives' pay is tied to long-term company performance and stock price.
Clear Governance: Well-defined committees and policies for risk oversight.
ESG Commitments: Proactive on sustainability and community impact.

⚠️ Risks & Considerations:

Dual-Class Share Structure: Class B shares (held by founders) have 10x the voting power of Class A shares, concentrating control.
"Rubber Stamp" Advisory Vote: The "Say on Pay" vote is non-binding. The board considers it but isn't required to act on it.
Complex Compensation: The "Pay vs. Performance" tables can be difficult for average shareholders to parse.
Governance Complexity: The staggered board (only one class elected each year) makes it harder for shareholders to change the board quickly.

🧠 The Analogy

A proxy statement is like the "owner's manual and agenda packet" for a publicly-traded company's annual shareholder meeting. Just as a condo association sends out documents detailing the budget, board candidates, and major votes before an annual owners' meeting, Toast is giving its shareholders (the "owners") all the information they need to participate and vote on the key issues that will guide the company's future leadership and policies.

🧩 Final Takeaway

Toast's 2026 proxy statement reveals a well-governed company with strong founder influence (through dual-class shares). Shareholders are being asked to reaffirm the current board and auditor, and to give a non-binding thumbs-up on an executive pay structure that heavily rewards long-term performance. The document highlights a modern tech company actively managing its ESG profile while maintaining a traditional, founder-led corporate governance framework.

Toast Sets June 12 Meeting for Director and Pay Votes