DEF 14A of Toast, Inc., Apr 24, 2025

DEF 14A of Toast, Inc.

Filed Apr 24, 2025 · FY20240001650164-25-000142

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Directors

    Directors The following table sets forth information regarding our directors, including their ages, as of March 31, 2025:

  3. Directors

    | | Class | Age | Position(s) | Current Term Expires | Expiration of Term for which Nominated | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Nominees for Director | | | | | | | | | | Paul Bell | I | 64 | Director | 2025 | 2028 | M | | | | Hilarie Koplow-McAdams | I | 61 | Director | 2025 | 2028 | | M | | | Continuing Directors | | | | | | | | | | Kent Bennett | II | 47 | Director | 2026 | N/A | | M | M | | Susan Chapman-Hughes | II | 56 | Director | 2026 | N/A | | C | M | | Mark Hawkins | II | 65 | Board Chairperson | 2026 | N/A | C | M | | | Stephen Fredette | III | 41 | President, Co-Founder, and Director | 2027 | N/A | | | | | Aman Narang | III | 42 | CEO, Co-Founder, and Director | 2027 | N/A | | | | | Deval L. Patrick | III | 68 | Director | 2027 | N/A | | | C | | Departing Directors | | | | | | | | | | Christopher P. Comparato | I | 58 | Director | 2025 | N/A | | | | | David Yuan | I | 50 | Director | 2025 | N/A | M | | |

  4. Directors

    Legend:

  5. M= Member

    M= Member

  6. C= Chairperson

    C= Chairperson

  7. Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting

    Nominees for Election to a Three-Year Term Ending at the 2028 Annual Meeting Paul Bell. Mr. Bell has been a member of our Board since June 2017. Mr. Bell has been an Operating Partner at Lead Edge Capital since July 2013. Previously, Mr. Bell worked for Dell Inc. (“Dell”), serving as President of various business units. Mr. Bell currently serves on the boards of directors of several private companies. Mr. Bell holds an M.B.A. from Yale University and a B.S. and B.A. from Pennsylvania State University. Mr. Bell’s qualifications to serve on our Board include his extensive leadership, executive, managerial, and business experience with technology companies and knowledge of the venture capital industry. Hilarie Koplow-McAdams. Ms. Koplow-McAdams has been a member of our Board since November 2021. Ms. Koplow-McAdams has been a Venture Partner at New Enterprise Associates since December 2017. Previously, Ms. Koplow-McAdams worked at New Relic, Inc., where she served as President from October 2015 to April 2017, and prior to that as Chief Revenue Officer from December 2013 to September 2015. Ms. Koplow-McAdams has served on the board of directors of Zendesk, Inc. since September 2017 and continues to serve as a director following its acquisition in November 2022. Previously, she served on the board of directors of Tableau Software, Inc. from December 2016 until it was acquired by Salesforce.com, Inc. (“Salesforce”) in August 2019. Ms. Koplow-McAdams has been a Trustee of the University of Chicago since May 2020. Ms. Koplow-McAdams also serves on the boards of directors of various privately held companies. Ms. Koplow-McAdams holds a B.A. in sociology from Mills College and an M.A. in public policy from the University of Chicago. Ms. Koplow-McAdams’ qualifications to sit on our Board include her extensive leadership, executive, and business experience with technology companies and knowledge of the venture capital industry.

  8. Continuing Directors

    Continuing Directors Kent Bennett. Mr. Bennett has been a member of our Board since December 2015. Mr. Bennett has served as an investment professional at Bessemer Venture Partners, a global venture capital and private equity firm, since 2008 and has been a Partner since 2013. Mr. Bennett currently serves on the boards of directors of various privately held companies. Mr. Bennett holds an M.B.A. from Harvard Business School and a B.S. in Systems Engineering from the University of Virginia. Mr. Bennett’s qualifications to sit on our Board include his extensive experience in the venture capital industry and serving as a director of various privately held companies, and his knowledge of technology companies. Susan E. Chapman-Hughes. Ms. Chapman-Hughes has been a member of our Board since February 2021. Ms. Chapman-Hughes currently serves as Founder and Managing Partner of Acumentus, a management consulting firm. She was the Executive Vice President, Global Head of Digital Capabilities, Transformation and Operations of The American Express Company (“American Express”) from February 2018 to February 2021. Previously at American Express, Ms. Chapman-Hughes served as Senior Vice President, U.S. Large Market, Global Corporate Payments from December 2014 to February 2018 and in various other roles since 2010. Ms. Chapman-Hughes has served on the board of directors of The J.M. Smucker Company since August 2020 and previously served on the board of directors of Potbelly Corporation from May 2014 to June 2020. Ms. Chapman-Hughes holds an M.B.A. from the University of Wisconsin Madison, a Master’s Degree in Regional Planning from the University of Massachusetts, Amherst and a B.S. in Engineering from Vanderbilt University. Ms. Chapman-Hughes’s qualifications to sit on our Board include her extensive experience as a director of public companies and her leadership, executive, managerial and business experience with technology companies. Mark Hawkins. Mr. Hawkins has been a member of our Board since April 2020, Chairperson of the Board since January 2024, and the Lead Independent Director of our Board between November 2021 and December 2023. Mr. Hawkins served as the President and Chief Financial Officer Emeritus Advisor at Salesforce between February 2021 and November 2021, the President and Chief Financial Officer from August 2017 to February 2021, and the Executive Vice President and Chief Financial Officer at Salesforce between August 2014 and 2017. Prior to that, he served as Chief Financial Officer and Executive Vice President of Autodesk, Inc., Chief Financial Officer and Senior Vice President of Finance & IT at Logitech International S.A. and held various positions at Dell and Hewlett-Packard. Mr. Hawkins has served on the board of directors of Cloudflare, Inc. since June 2022, and Workday, Inc. since February 2023. He also served as a board member of SecureWorks Inc. from April 2016 until its acquisition by Sophos, Inc. in February 2025. In addition, he serves as a senior advisor and board member to a number of private companies. Mr. Hawkins holds an M.B.A. in Finance from the University of Colorado, a B.A. from Michigan State University and has completed the Advanced Management Program at Harvard Business School. Mr. Hawkins’s qualifications to sit on our Board include his extensive experience as a director of public companies and his leadership, executive, managerial, financial and business experience with technology companies. Stephen Fredette. Mr. Fredette is a Co-Founder and has been our President since January 2024 and a member of our Board since August 2021. Prior to that, Mr. Fredette was our Co-President since December 2015 and our Chief Executive Officer from December 2011 to February 2015. Mr. Fredette also served as a member of our Board from December 2011 to June 2017 and from February 2020 to January 2021. Previously, Mr. Fredette served in various roles at Oracle Corporation (“Oracle”). Mr. Fredette holds a B.S. in Chemistry from the Massachusetts Institute of Technology. Mr. Fredette is qualified to serve on our Board because of his management experience and business expertise, including his perspective and experience he brings as our President and as a Co-Founder. Aman Narang. Mr. Narang is a Co-Founder and has been our Chief Executive Officer since January 2024 and a member of our Board since January 2021. Prior to that, Mr. Narang was our Co-President between December 2012 and December 2023, and Chief Operating Officer between June 2021 and December 2023. Mr. Narang also served as a member of our Board from December 2011 to December 2015 and from June 2017 to June 2018. Previously, Mr. Narang worked in Product Management at Oracle. Mr. Narang holds a B.S. and M.S. in Computer Science from the Massachusetts Institute of Technology. Mr. Narang is qualified to serve on our Board because of his management experience and business expertise, including his perspective and experience he brings as our Chief Executive Officer and as a Co-Founder. Deval L. Patrick. Mr. Patrick has been a member of our Board since February 2021. Mr. Patrick is a Senior Partner of The Vistria Group, a private impact investment firm, having served as a Senior Advisor to the firm from January 2024 to November 2024. He has been a professor of the practice of public leadership and a co-director of the Center for Public Leadership at Harvard Kennedy School since February 2022. From March 2021 to December 2023, Mr. Patrick was a Senior Advisor at Bain Capital LLC, where he previously founded and, from April 2015 to December 2019, served as Managing Partner of the Double Impact Fund, an investment fund focused on delivering competitive financial returns and positive social impact. Previously, from January 2007 to January 2015, Mr. Patrick served as Governor of the Commonwealth of Massachusetts. Mr. Patrick has served on the boards of directors of Twilio Inc., a cloud communications developer platform, since January 2021. He previously served on the board of directors of American Well Corp., a telemedicine technology company, from June 2015 to December 2019, and from April 2020 to June 2024; Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company focused on neuroscience, from January 2021 until its acquisition by AbbVie Inc. in July 2024; Environmental Impact Acquisition Corp., a special purpose acquisition company focused on sustainability companies, from January 2021 to February 2022; and Global Blood Therapeutics, Inc., a biotech company focused on therapies to address sickle cell disease, from April 2015 to November 2019, and from May 2020 until its acquisition by Pfizer Inc. in October 2022. In addition, Mr. Patrick serves as a member of several charitable boards. Mr. Patrick holds a B.A. in English and American Literature from Harvard College and a J.D. from Harvard Law School. Mr. Patrick’s qualifications to sit on our Board include his extensive executive and business leadership experience with companies, investment firms and government, combined with his dedication and commitment to public interest through corporate social impact and civil rights.

  9. Departing Directors

    Departing Directors Christopher P. Comparato. Mr. Comparato has been a member of our Board since December 2015, and served as the Chairperson of our Board between November 2021 and December 2023. Mr. Comparato was our Chief Executive Officer between February 2015 and December 2023. Previously, Mr. Comparato led Customer Success functions at Acquia, Inc. and Endeca Technologies, Inc. (“Endeca”), which was acquired by Oracle, and held management roles at Keane, Inc. and Cambridge Technology Partners, both consulting firms. Mr. Comparato holds a B.S. in Mechanical Engineering from Union College. Mr. Comparato’s qualifications to serve on our Board include his management experience and business expertise, including his prior executive-level leadership and experience scaling companies. Mr. Comparato will be departing from our Board following the Annual Meeting and we thank him for his service as a director. David Yuan. Mr. Yuan has been a member of our Board since March 2019. Mr. Yuan is a general partner at Tidemark Capital (“Tidemark”), a growth equity firm which Mr. Yuan founded in January 2021. Prior to Tidemark, Mr. Yuan was a General Partner at Technology Crossover Ventures (“TCV”), a private investment firm, from September 2005 to January 2021. Mr. Yuan has served as a director of Cypress Holdings, Inc. since its founding in 2017 until its acquisition by CCC Intelligent Solutions Holdings Inc., where he has continued to serve as a director since the closing of the acquisition in 2021 until April 2022. He has also served on the board of directors of LegalZoom.com, Inc. from October 2018 to March 2022. In addition, he serves as a director or as a board observer of multiple companies within the technology and financial technology space, including Agvend, Karbon, Inc., Kajabi LLC and Onfly. Mr. Yuan holds an M.B.A. from Stanford Graduate School of Business and an A.B. in Economics from Harvard University. Mr. Yuan’s qualifications to sit on our Board include his extensive experience as a director of technology companies and his knowledge of the venture capital and technology industries. Mr. Yuan will be departing from our Board following the Annual Meeting and we thank him for his service as a director.

  10. Identifying and Evaluating Director Nominees

    Identifying and Evaluating Director Nominees The Board has delegated to the nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in these corporate governance guidelines and our compensation committee’s charter. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the Board’s approval as director nominees for election to the Board.

  11. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  12. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a Non-Employee Director Compensation Program, which is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber members of our Board. Under our Non-Employee Director Compensation Program, all directors who are not employees of the company or any of its subsidiaries, collectively referred to as our non-employee directors, are eligible to receive compensation under the program.

  13. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In November 2022, our Board approved the Toast, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”), which became effective on January 1, 2023. The Director Compensation Policy governs the administration of our Non-Employee Director Compensation Program. In November 2023, following a benchmarking review of non-employee director compensation values and programs among our Peer Group (as described in the Compensation Discussion and Analysis section), and in order to provide market-competitive compensation to our non-employee directors, our Board approved an additional annual cash retainer for the non-executive board chair position that is equivalent to the additional annual cash retainer for the lead independent director position (i.e., $40,000). All other cash and equity retainer amounts remained unchanged. Under our Director Compensation Policy, our non-employee directors were compensated according to the director cash retainer table below. All cash retainers are paid quarterly in arrears and prorated for partial years of service.

  14. Non-Employee Director Compensation Policy

    | | Cash Retainer | | Annual Retainer for Board Membership | | | Annual service on the Board | $50,000 | | Annual service as the chairperson of the Board or lead independent director | $40,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as audit committee chairperson | $25,000 | | Annual service as member of the audit committee (other than chair) | $10,000 | | Annual service as compensation committee chairperson | $20,000 | | Annual service as member of the compensation committee (other than chair) | $10,000 | | Annual service as nominating and governance committee chairperson | $10,000 | | Annual service as member of the nominating and governance committee (other than chair) | $5,000 |

  15. Non-Employee Director Compensation Policy

    In addition, our Director Compensation Policy provides that, upon initial election or appointment to our Board, each new non-employee director will be granted a one-time grant of restricted stock units (“RSUs”) with a total value of $400,000 on the date of such director’s election or appointment (the “Director Initial Grant”), with the number of RSUs subject to the award determined as described below. The Director Initial Grant vests in substantially equal annual installments over three years, generally subject to continued service with us through each applicable vesting date. Each year thereafter, each non-employee director who continues as a non-employee director will be granted an annual award of RSUs with a total value of $225,000 on the date of grant (the “Director Annual Grant”), with the number of RSUs subject to the award determined as described below. The Director Annual Grant vests on the earlier of the one-year anniversary of the grant date or the next annual meeting of stockholders, generally subject to continued service with us through the applicable vesting date. In 2024, each continuing non-employee director received the Director Annual Grant on the date of our annual shareholder meeting in 2024. The number of RSUs granted to each non-employee director in 2024 was determined by dividing the total value by the average closing market price of one share of our Class A common stock over the trailing 90 trading days ending on the last trading day immediately prior to the grant date. All outstanding Director Initial Grants and Director Annual Grants awarded to our non-employee directors under the Director Compensation Policy will become fully vested and nonforfeitable upon a Sale Event (as defined in our 2021 Stock Option and Incentive Plan, as amended from time to time (the “2021 Plan”)), subject to such director’s continued service with us through the date of such Sale Event. Employee directors receive no additional compensation for their service as a director beyond the compensation they receive for serving as our officers. We also reimburse all reasonable out-of-pocket expenses incurred by our non-employee directors for their attendance at meetings of our Board or any committee thereof. The aggregate amount of compensation in any calendar year, including both equity compensation that may be granted in such year, as calculated based on the grant date fair value, and cash compensation paid, to any non-employee director for service as a non-employee director cannot exceed $1,200,000.

  16. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in the fiscal year ended December 31, 2024. Mr. Narang and Mr. Fredette are members of our Board, but as employees of our company during 2024, they did not receive any compensation from us for their service on our Board. See the section titled “Executive Compensation” for more information on the compensation paid to or earned by Mr. Narang and Mr. Fredette as named executive officers for the fiscal year ended December 31, 2024.

  17. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Paul Bell (2) | 60,000 | 219,685 | 279,685 | | Kent Bennett (3) | 65,000 | 219,685 | 284,685 | | Susan Chapman-Hughes (4) | 75,000 | 219,685 | 294,685 | | Christopher Comparato (5) | 50,000 | 219,685 | 269,685 | | Mark Hawkins (6) | 125,000 | 219,685 | 344,685 | | Hilarie Koplow-McAdams (7) | 60,000 | 219,685 | 279,685 | | Deval Patrick (8) | 60,000 | 219,685 | 279,685 | | David Yuan (9) | 60,000 | 219,685 | 279,685 |

  18. Non-Employee Director Compensation Table

    (1)The amounts reported represent the aggregate grant date fair value of the awards granted to the non-employee directors calculated in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in the notes of our consolidated financial statements of our 2024 Form 10-K. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted. The amounts reported in this column reflect the accounting cost for the stock awards, and do not correspond to the actual economic value that may be received upon issuance of shares of Class A common stock, or any sale of any of the underlying shares of Class A common stock. (2)Mr. Bell held 9,712 RSUs as of December 31, 2024. (3)Mr. Bennett held 9,712 RSUs as of December 31, 2024. (4)Ms. Chapman-Hughes held 9,712 RSUs as of December 31, 2024. Pursuant to the Deferred Compensation Program, Ms. Chapman-Hughes has elected to defer all 9,712 RSUs upon vesting. (5)Mr. Comparato held 169,035 RSUs and 592,611 unvested stock options as of December 31, 2024. Pursuant to the Deferred Compensation Program, Mr. Comparato has elected to defer 9,712 RSUs upon vesting. (6)Mr. Hawkins held 9,712 RSUs as of December 31, 2024. (7)Ms. Koplow-McAdams held 9,712 RSUs as of December 31, 2024. (8)Mr. Patrick held 9,712 RSUs as of December 31, 2024. Pursuant to the Deferred Compensation Program, Mr. Patrick has elected to defer all 9,712 RSUs upon vesting. (9)Mr. Yuan held 9,712 RSUs as of December 31, 2024. PROPOSAL TWO:

  19. Pay Practices and Governance

    | WHAT WE DO | WHAT WE DON’T DO | | ☑ Pay-for-Performance Philosophy: The majority of our executive officers’ compensation is directly linked to corporate performance, differentiated for individual performance or stock performance. | ☒ No Hedging or Pledging our Equity Securities: Our Stock Trading Policy prohibits our directors and employees, including our executive officers, from hedging or pledging our securities. | | ☑ Compensation At-Risk: The majority portion of our executive officers’ compensation is “at-risk” based on our corporate performance, as well as equity-based, to align the interests of our executives and stockholders. | ☒ No Single-trigger Equity Vesting: Under our equity plan and severance and change in control policies, in a change in control where equity awards are assumed, continued or substituted by a successor entity, such awards will vest only if the individual has a qualifying termination of employment within a specified period of time following the change in control. | | ☑ Multi-Year Vesting on Equity Awards: Our executive officers’ long-term equity incentives vest over multiple years to encourage long-term value creation to align the interests of our executives and stockholders. | ☒ No 280G Excise Tax or Gross-up Payments: Our severance and change in control policy does not include payment for 280G excise taxes or tax gross-ups. |

  20. Pay Practices and Governance

    | ☑ Annual Compensation Peer Group Review: We conduct an external peer group review each year with our compensation committee’s independent, third-party compensation consultant to align compensation decisions with market based practices. | ☒ No Special Health and Welfare Benefits. Our executive officers participate in our health and welfare benefits programs on the same basis as our other employees. | | ☑ Independent Compensation Consultant: Our compensation committee retains the services of an independent, third-party compensation consultant to provide advice on executive compensation pay and practices. | ☒ No Single-Year Vesting: To encourage long-term value creation, our equity awards vest over multiple years. | | ☑ Committee Independence: Our compensation committee is composed entirely of independent directors as defined under the rules of the NYSE. | ☒ No Discounting of Stock Options or Repricing of Underwater Options: We do not permit discounting of stock options or repricing of underwater options. | | ☑ Annual Say-On-Pay Vote: We put our executive compensation to an advisory vote of stockholders annually. | ☒ No Minimum Guaranteed Annual Cash Incentives: Our annual short term incentive program does not guarantee any minimum level of payments. | | ☑ 10b5-1 Plans: We require our executive officers to plan any stock sales in advance through the use of 10b5-1 plans. | | | ☑ Stock Ownership Guidelines: Our directors and executive officers are subject to ownership guidelines. | | | ☑ Clawback Policy: We have adopted a compensation recovery policy applicable to all of our executive officers. | |

  21. Use of Market Data

    Use of Market Data Market Data and Reference Points: Our compensation committee reviews competitive market compensation for our executive roles provided by the compensation consultant and uses the information as a reference point in making decisions on compensation levels, the mix of base salary, target short-term and long-term incentives, and other executive pay practices. Our compensation committee uses the 25th, 50th and 75th percentiles of market as reference points and the selection of a specific market reference point may vary for each pay element. Market data is only one factor considered in the compensation-setting process, and an individual named executive officer’s total compensation (or an element of compensation) in any given year may be set above or below market reference points, depending on holistic consideration of relevant factors as outlined above. Our compensation committee has not adopted a practice of setting executive compensation solely aligned with a particular market reference point. External Market Analysis and Peer Companies: Our compensation committee reviews market compensation levels at least annually to understand the placement of our executive compensation relative to the competitive market for executive talent. This assessment includes evaluation of base salary, and short- and long-term incentive opportunities against executive compensation reported by a peer group of companies selected by our compensation committee as comparable to Toast. The compensation committee also considers market compensation information collected from survey sources. The compensation consultant supports our compensation committee in the selection of the peer company group and also provides the compensation committee with analyses of the peer company and survey executive compensation information. Our compensation committee selected a group of peer companies (the “Peer Group”) in August 2023 which it used as a reference group in making executive compensation decisions for 2024. Criteria considered to determine the peer company group included industry (primarily targeted application software companies), revenue over the preceding four quarters (between 0.25x and 4x our revenue for the same period, as reported at the time of assessment); and market capitalization (between 0.25x and 4x our market capitalization as reported at the time of assessment). In addition, the compensation committee considered revenue growth, total shareholder return, business model similarity, and duration of time in operation as a public company. Based on its review of the peer companies against these criteria in August 2023, in consultation with the compensation consultant, the compensation committee removed Akamai Technologies, Inc., DocuSign, Inc., Dropbox, Inc., Pegasystems Inc., RingCentral, Inc., Splunk Inc. and Zendesk, Inc. from the peer group used as a reference group for making executive compensation decisions for 2023 and added Affirm Holdings, Inc, BILL Holdings, Inc., MongoDB Inc., Paylocity Holding Corporation, Procore Technologies, Inc., Shift4 Payments, Inc. and Smartsheet Inc. The group of peer companies our compensation committee selected in August 2023 as a reference group for making executive compensation decisions for 2024 is shown below:

  22. Use of Market Data

    | Affirm Holdings, Inc. | HubSpot, Inc. | Smartsheet Inc. | | AppLovin Corporation | MongoDB Inc. | The Trade Desk, Inc. | | BILL Holdings Inc. | Paycom Software, Inc. | Twilio Inc. | | Datadog, Inc. | Paylocity Holding Corporation | Unity Software Inc. | | DoorDash, Inc. | Procore Technologies, Inc. | ZoomInfo Technologies Inc. | | Dynatrace, Inc. | PTC Inc. | | | Etsy, Inc. | Shift4 Payments, Inc. | |

  23. Use of Market Data

    Our compensation committee, in consultation with the compensation consultant, reevaluated the peer company group in July 2024 in order to ensure all companies in the Peer Group continued to be appropriate comparators based on similar types of criteria used in the August 2023 evaluation. Based on the reevaluation, the compensation committee did not make any changes to the peer company group. The peer company group approved by our compensation committee in July 2024 was not used as a reference in the evaluation of executive compensation decisions for 2024 and was used for evaluating executive compensation decisions for 2025.

  24. Our Executive Compensation Components and Pay Decisions

    Our Executive Compensation Components and Pay Decisions The compensation of our named executive officers is composed primarily of a combination of base salary, short-term incentive payments, and long-term incentive compensation in the form of stock options and RSUs. The following describes our executive compensation programs and payments for the fiscal year ended December 31, 2024.

  25. Cash Compensation

    (1)2024 base salary changes (where applicable) became effective April 1, 2024 unless otherwise noted. (2)Mr. Narang’s 2024 base salary change, which was intended to align his base salary more closely with the market data, was effective upon his promotion to the CEO role on January 1, 2024. (3)Cash compensation for Mr. Fredette did not change during 2024. The annual base salary for Mr. Fredette remained at $20,000 which was intended to cover employee payroll benefit plan contributions and payroll taxes with minimal resulting net pay after applicable withholding. In February 2025, our compensation committee approved a change in Mr. Fredette’s 2025 annual base salary to $450,000; with his 2025 annual target bonus set to 60% of annual base salary. Short-Term Incentive Bonus Plan Our short-term incentive bonus plan is funded based upon, and designed to incentivize and reward the attainment of, company-wide financial or strategic goals, ensuring alignment across the Company. In addition, performance against individual business objectives serves as a multiplier, creating an incentive and reward for the achievement of strategic, financial and operational goals important to a given function in driving the growth, development and operation of our business. During 2024, all of our named executive officers (“NEOs”) except Mr. Fredette were eligible for and received an annual bonus award based upon company performance and the achievement of business objectives, as approved by our compensation committee and further described below. Our bonus period is on an annual basis, which aligns the bonus performance period with our annual financial and operating plans. Our short-term incentive bonus plan is administered under the Toast, Inc. Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”), which is our executive short-term incentive plan governing bonus payments to eligible executives, including our named executive officers. Our compensation committee has the sole discretion and authority to determine, approve and administer bonus payments to eligible executives under the Incentive Plan. Our compensation committee will establish a target annual bonus opportunity for each eligible executive for each performance period, which is expressed as a percentage of annual base salary. Each executive’s target annual bonus for the period is also adjusted based on employment changes, such as hire date, that impact program eligibility within the period. Incentive goals will have targets and our compensation committee may also set minimum and maximum goals. For 2024, our compensation committee assigned each of our named executive officers a target performance-based cash bonus opportunity that was based on a percentage of each executive officer’s base salary. The target performance-based cash bonus opportunity for each of our named executive officers for 2024 was determined based on the compensation committee’s review of relevant factors noted in “Oversight for Our Executive Compensation Programs” above.

  26. Cash Compensation

    | Named Executive Officer | 2023 Target Bonus Percentage | 2024 Target Bonus Percentage (1) | Percentage Change | | Aman Narang (2) | — | 100% | 100% | | Elena Gomez | 75% | 75% | —% | | Jonathan Vassil | 100% | 100% | —% | | Stephen Fredette | — | — | —% | | Brian Elworthy | 50% | 60% | 10% |

  27. Cash Compensation

    (1)2024 target bonus percent changes (where applicable) became effective January 1, 2024. (2)Mr. Narang’s 2024 target bonus percent change was effective upon his promotion to the CEO role on January 1, 2024. 2024 Bonus Funding Goals and MBOs (as defined below): For 2024, our compensation committee approved bonus funding metrics and goals for the annual bonus period at its February 2024 meeting. Company achievement against the bonus funding goals determined the bonus funding for the bonus period, expressed as a percentage of the target annual bonus for the period. Our compensation committee selected RGP and Adjusted EBITDA, each subject to customary adjustment for acquisition activities, as bonus funding goals for the 2024 bonus performance period which began on January 1, 2024 and ended on December 31, 2024. Our compensation committee selected these metrics because they were key measures of our top line growth and the profitability and efficiency of our business. The RGP goal was weighted 70% because it is an indicator of the Company’s growth and scale. Adjusted EBITDA was weighted 30% and selected because it measures total revenue growth and profitability. Performance against each goal was measured independently. Achievement against the goals for each applicable metric governs the funding for the portion of the bonus associated with that metric. When approving the goals, our compensation committee determined that financial results from acquisitions during the bonus period would be removed from results for the determination of performance against bonus funding goals for such period to ensure we reward the management only for the performance they directly influenced. Our compensation committee set rigorous bonus incentive plan targets for RGP and Adjusted EBITDA goals that are challenging to attain and require significant effort by our executive officers to achieve. In order for the portion of bonus associated with each applicable metric to be funded at 100%, the target financial goal for that metric must be met. For each metric, our compensation committee also approved threshold goals below target which, if met, would result in 50% bonus funding for the RGP metric and 75% funding for the Adjusted EBITDA metric. Performance below the threshold goal would result in no funding for the portion of bonus associated with that metric. Our compensation committee also approved above-target stretch goals, which if met or exceeded would result in maximum funding of 160% for the RGP portion of the bonus and 125% for the Adjusted EBITDA portion of the bonus. Funding for performance falling between the threshold and target or target and maximum goals would be interpolated in a straight-line fashion to determine funding for the portion of bonus associated with that metric.

  28. Cash Compensation

    | Bonus Metric | Threshold | Target | Maximum | | RGP | 50% | 100% | 160% | | Adjusted EBITDA | 75% | 100% | 125% |

  29. Annual Funded Bonus * Blended MBO % for 2024 = Individual Bonus Payment

    Annual Funded Bonus * Blended MBO % for 2024 = Individual Bonus Payment 2024 Bonus Achievement: Actual 2024 RGP results fell between the target and maximum goals. Actual 2024 Adjusted EBITDA results exceeded the maximum goal. Based upon the combination of performance between the two metrics, our compensation committee approved 136% funding for executive bonuses for the 2024 bonus period with no adjustment made. 2024 Bonus Funding Goal Achievement:

  30. Annual Funded Bonus * Blended MBO % for 2024 = Individual Bonus Payment

    | Metric* | Goal Achievement | Bonus Achievement | Metric Weighting | | Bonus Funding | | RGP | Between Target and Maximum | 140%* | 70% | = | 98% | | Adjusted EBITDA | Target Goal Exceeded | 125%* | 30% | = | 38% | | Total | | | 100% | | 136% |

  31. Annual Funded Bonus * Blended MBO % for 2024 = Individual Bonus Payment

    * We are not disclosing the specific numbers for the bonus funding metrics or the actual goal achievement because we believe disclosure would cause substantial competitive harm (for example, by providing competitors insight into our sales strategy and business operations) without adding to a meaningful understanding of our business. However, like performance targets for all metrics, our compensation committee has set performance goals at definitive, rigorous, and objective levels so as to require significant effort and achievement by our executive team to be attained. Our compensation committee also evaluated the performance of each executive against their individual MBOs for H1 and H2 and approved the blended 2024 MBO % for each executive. The MBOs for our named executive officers included challenging goals related to the growth of booked and live locations, the expansion of our business into new customer segments, continued evolution of our public company operating processes, product development, and initiatives relating to operational efficiency and cost management. Most of the individual MBOs were met, resulting in a blended MBO % as reflected in the table below. For each eligible executive, the annual funded bonus was multiplied by the executive’s blended 2024 MBO % to determine the executive’s 2024 bonus payment as shown below. 2024 Bonus Payments:

  32. Annual Funded Bonus * Blended MBO % for 2024 = Individual Bonus Payment

    | Name | 2024 Target Bonus* | 2024 Funded Bonus Based on 136% Financial Goal Achievement | Individual Blended 2024 MBO % | 2024 Approved Bonus Payment** | 2024 Approved Bonus as % of Target Bonus | | Aman Narang | $400,000 | $544,000 | 93% | $505,920 | 126% | | Elena Gomez | $337,756 | $459,348 | 90% | $413,413 | 122% | | Jonathan Vassil | $391,221 | $532,061 | 98% | $521,420 | 133% | | Brian Elworthy | $234,733 | $319,237 | 96% | $306,467 | 131% |

  33. Annual Funded Bonus * Blended MBO % for 2024 = Individual Bonus Payment

    *As adjusted for changes in compensation during 2024. **Numbers may not tie due to rounding.

  34. Equity-Based Compensation

    Equity-Based Compensation We grant equity awards to our executive officers because they provide our executives with a strong link to our long-term performance, create an ownership culture, and help to align the interests of our executives and stockholders. Accordingly, although we do not have a formal policy specifically for our executive officers with respect to equity incentive award grants, our Board or the compensation committee reviews and considers the equity incentive compensation of our named executive officers when determining our executive compensation on an annual basis. For 2024, our compensation committee approved equity awards to each of our executive officers which were granted on March 11, 2024. Our compensation committee approved a grant value for each executive officer which was determined based on a review of market-competitive equity grant values for similar roles at peer companies, the relative scope and impact of the executive officer’s role at Toast, and the executive officer’s contribution, performance and future growth potential. In 2024, Mr. Narang’s equity award was reflective of his promotion to CEO. The grant value approved by the Board was consistent with the CEO equity award value in 2023. The equity award values for the other executive officers were consistent with the equity award values from 2023 after a review of overall market practices. The approved equity grant value was granted as a mix of stock options and RSUs. In 2024, our compensation committee chose to issue 60% of the grant value in the form of stock options, which the compensation committee believes strongly links executives’ pay outcomes to performance and shareholder interests because stock options deliver value to the executive only if the price of our stock rises higher than the option exercise price. Our compensation committee chose to issue 40% of the grant value in the form of RSUs because RSUs also provide an incentive to increase enterprise value over the long-term while supporting retention in volatile stock market conditions and reducing dilution. In 2024, the grant date fair value of RSUs reported in the Summary Compensation Table is higher than the RSU intended grant value due to our 90-day trailing average methodology to convert awards from dollar values to units as described below. The stock options and RSUs granted to our executive officers in 2024 vest in equal quarterly increments over a four-year period, generally subject to continuous service with us through each applicable vesting date. Our compensation committee approved grants of stock options and RSUs to our named executive officers during 2024 as summarized below. These grants were issued on March 11, 2024 pursuant to our 2021 Plan.

  35. Equity-Based Compensation

    | Name | Approved Grant Value ($) | Grant Value for Stock Options (60%) (1) | Grant Value for RSUs (40%) (2) | | Aman Narang | $9,000,000 | $5,400,000 | $3,600,000 | | Elena Gomez | $4,512,500 | $2,707,500 | $1,805,000 | | Jonathan Vassil | $3,562,500 | $2,137,500 | $1,425,000 | | Stephen Fredette | $4,037,500 | $2,422,500 | $1,615,000 | | Brian Elworthy | $2,850,000 | $1,710,000 | $1,140,000 |

  36. Equity-Based Compensation

    (1)The number of stock options granted to our executive officers in 2024 was determined on the grant date as governed by our Equity Award Grant Policy, described below. The number of stock options granted was determined by dividing the portion of the approved grant value allocated to stock options by the fair value of the award on the date of grant calculated under ASC Topic 718. Stock options granted to our executive officers provide an option to purchase shares of our common stock subject to vesting and have a ten-year term. The exercise price per share ($24.65) is equal to the closing price of our Class A common stock on the date of grant. (2)The number of RSUs granted was determined by dividing the portion of the approved grant value allocated to RSUs by the average closing market price of one share of our common stock over the trailing 90 trading days ending on the last trading day immediately prior to the grant date. Each RSU provides the holder with the right to receive one share of our Class A common stock when the RSU vests.

  37. Severance and Change in Control Policy and Severance Letter

    Severance and Change in Control Policy and Severance Letter Severance Policy In June 2021, we adopted the Toast, Inc. Severance and Change in Control Policy (the “Severance Policy”), which provides certain severance benefits and accelerated vesting of equity awards to certain executives, including the named executive officers, each a “covered employee,” in the event of a qualified termination, including a qualified termination in connection with a change in control. We believe the Severance Policy supports the attraction and retention of senior leaders in a competitive market. We also believe that appropriately structured change in control benefits serve to minimize potential distraction caused by a transaction and reduce the risk that leaders will leave the organization before the transaction closes. The severance payments and benefits under the Severance Policy (and Severance Letter, as applicable and as defined below) superseded any severance payments and benefits for which the covered employees were eligible under existing employment agreements or other agreements, plans, policies, or arrangements. Pursuant to the Severance Policy, in the event of a termination by us for any reason other than due to “cause” (as defined in the Severance Policy), death, or disability that occurs outside of the period beginning three months prior to and ending 12 months following a “change in control,” as defined in the Severance Policy, (a “Change in Control Period”), subject to the covered employee’s execution and non-revocation of a release of claims in favor of Toast and our affiliates and continued compliance with all applicable restrictive covenants, we will pay the covered employee (i) 12 months of continued base salary, (ii) a lump sum cash payment equal to the covered employee’s target bonus for the year in which the termination date occurs to the extent not already paid and pro-rated to reflect the number of days of service provided in the year of termination, or a prorated target bonus, and (iii) if the covered employee was participating in our group health plan immediately prior to termination and elects COBRA health continuation, monthly cash payments for 12 months in an amount equal to the monthly employer contribution that we would have made to provide health insurance to the covered employee (and his or her eligible dependents) if the covered employee had remained employed by us. Additionally, notwithstanding anything in any applicable option agreement or stock-based award agreement, the covered employee’s unvested and outstanding time-based stock options and other time-based stock-based awards held by the covered employee immediately prior to termination that would have vested during the 12-month period following the termination date will accelerate and become fully vested. Awards that are solely performance-based and/or performance- and time-based will be governed by the terms of the applicable award agreement. In the event of a (i) termination by us for any reason other than due to cause, death, or disability that occurs within a Change in Control Period or (ii) resignation by the covered employee for “good reason” (as defined in the Severance Policy) that occurs within 12 months following a change in control, in lieu of the foregoing benefits, and subject to the covered employee’s execution and non-revocation of a release of claims in favor of us and our affiliates and continued compliance with applicable restrictive covenants, we shall pay the covered employee: (i) an amount equal to 1.5 times the sum of (A) 12 months of base salary and (B) the covered employee’s target bonus, (ii) a prorated target bonus, and (iii) if the covered employee was participating in our group health plan immediately prior to termination and elects COBRA health continuation, monthly cash payments in an amount equal to the monthly employer contribution that we would have made to provide health insurance to the covered employee (and his or her eligible dependents) if the covered employee had remained employed by us until the earlier of 18 months following the date of termination or the date the covered employee becomes eligible for health benefits through another employer or otherwise becomes ineligible for COBRA. Additionally, notwithstanding anything in any applicable option agreement or stock-based award agreement, the covered employee will receive full accelerated vesting of any unvested and outstanding time-based stock options and other time-based stock-based awards held by the covered employee immediately prior to termination, and awards that are solely performance-based and/or performance- and time-based will be governed by the terms of the applicable award agreement. For Mr. Fredette, in light of the significant reduction to his base salary and elimination of his bonus opportunity following our IPO, for the purposes of calculating the cash compensation payable under the Severance Policy upon any termination event, the base salary input shall be an amount equal to the greater of his base salary immediately prior to the termination event and $250,000, and the target bonus input shall be an amount equal to the greater of his then-current target bonus and $150,000. The payments and benefits provided under the Severance Policy in connection with a change in control may not be eligible for a federal income tax deduction by us pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). These payments and benefits may also subject a covered employee, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a greater net after-tax benefit to the applicable participant. In August 2024, we adopted the Toast, Inc. 2024 Executive Severance and Change in Control Policy (the “2024 Severance Policy”). No named executive officer is currently a covered employee under the 2024 Severance Policy. For more details about the 2024 Severance Policy, please refer to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2024. CEO Severance Letter In conjunction with his promotion to CEO, we entered into a letter agreement with Mr. Narang on September 1, 2023 (the “CEO Severance Letter”), effective as of January 1, 2024, pursuant to which certain provisions of the Severance Policy were superseded solely with respect to Mr. Narang. These variations were determined following a review of competitive practice for severance and change in control benefits for the CEO role and based on evaluation of separation circumstances unique to our CEO position. The CEO Severance Letter provides for an amended definition of “good reason” for purposes of severance payments and benefits under the Severance Policy and provides that (i) upon a resignation by Mr. Narang for good reason outside of a Change in Control Period, he will be entitled to the same severance benefits as if he were terminated by us without cause outside of a Change in Control Period and (ii) upon a resignation by Mr. Narang for good reason within a Change in Control Period, he will be entitled to the same severance benefits as if he were terminated by us without cause during a Change in Control Period. In addition, the CEO Severance Letter provides that as long as Mr. Narang serves as our

  38. Severance and Change in Control Policy and Severance Letter

    CEO, we will nominate him for re-election as a member of our Board and any payments or benefits due to Mr. Narang pursuant to the Severance Policy are subject to his resignation from our Board as of the effective date of the applicable termination event. Furthermore, the CEO Severance Letter provides that for purposes of calculating the cash compensation payable under the Severance Policy upon any termination event, the base salary input shall be an amount equal to the greater of Mr. Narang’s base salary immediately prior to the termination event and $250,000, and the target bonus input shall be an amount equal to the greater of his then current target bonus and $185,000.

  39. Employee Benefits and Other Policies

    Employee Benefits and Other Policies 401(k) Plan We maintain a tax-qualified retirement plan that provides all regular U.S. employees with an opportunity to save for retirement on a tax-advantaged basis. Under our 401(k) plan, participants may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan subject to applicable annual limits under the Code. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. Employee elective deferrals are 100% vested at all times. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made. Under our 401(k) plan, we will match 50% of the participant’s voluntary contributions up to a maximum of 6% of eligible compensation. Employee Stock Purchase Plan Pursuant to our employee stock purchase plan, employees have an opportunity to purchase our Class A common stock at a discount on a tax-qualified basis through payroll deductions. The employee stock purchase plan is designed to qualify as an “employee stock purchase plan” under Section 423 of the Code. The purpose of the employee stock purchase plan is to encourage our employees to become our stockholders and better align their interests with those of our other stockholders. Health and Welfare Benefits Our named executive officers are eligible to participate in our employee benefit plans on the same basis as our other employees, including our health and welfare plans. Perquisites Perquisites or other personal benefits are not a significant component of our executive compensation programs. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our named executive officers. Nonqualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during the fiscal year ended December 31, 2024. In November 2023, our Board approved the Deferred Compensation Program. Under this nonqualified deferral program which went into effect on January 1, 2024, non-employee directors may elect to defer receipt of their annual cash retainers, their Director Annual Grant, or both. More information about the Deferred Compensation Program is provided in the “Non-Employee Director Compensation” section of this proxy statement. Equity Award Grant Policy and Practices We adopted our Equity Award Grant Policy (as amended from time to time, the “Equity Award Grant Policy”) in December 2021. The Equity Award Grant Policy establishes the process we follow when granting equity-based awards to an officer, employee, or other service provider (other than a non-employee director) of the Company. All equity grants must be approved in advance by our Board or our compensation committee. Our Board or the compensation committee may delegate to a committee comprised of one or more officer(s) of the Company all or part of the authority with respect to the granting of equity awards to employees or eligible service providers who are not subject to the reporting and other provisions of Section 16 of the Exchange Act. Our compensation committee has delegated authority to our CEO to grant options and RSUs to certain employees that are not executive officers under specified guidelines. Effective as of August 1, 2024, based upon a market review with our external compensation consultant of common practices, we amended our Equity Award Grant Policy to update the methodology for calculating the number of RSUs that are granted. When dividing the total grant value by the average closing market price of one share of our Class A common stock, instead of using the trailing 90 trading days, we now use the trailing 10 trading days ending on the last trading day immediately prior to the grant date. We do not grant equity-based awards in anticipation of the release of material nonpublic information and we do not time the disclosure of material non-public information for purposes of affecting the value of executive compensation. In addition, during 2024, we did not grant stock options to any named executive officer during the four business days prior to or the one business day following the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Form 8-K that discloses material non-public information. Non-Employee Director and Officer Stock Ownership Policy We believe our non-employee directors and executive officers should have a meaningful and direct ownership stake in the Company that will align their interests with those of the Company’s stockholders and promote a long-term perspective in managing the Company. In support of this objective, in November 2022, our Board approved the Toast, Inc. Non-Employee Director and Officer Stock Ownership Policy (as amended from time to time, the “Policy”) which established stock ownership requirements for Toast non-employee directors and executive officers. The Policy provides a five-year ramp period to enable covered executive officers to build their ownership of Toast shares to meet policy requirements. Starting on December 31, 2027, executive officers other than our CEO and founders, will be required to hold the lesser of 15,000 shares, or an amount of shares equivalent to two (2) times their annual base salary then in effect. For Messrs. Fredette and Narang, the ownership requirement will be the lesser of 50,000 shares, or an amount of shares equivalent in value to $2,500,000. Only shares directly owned by, or beneficially owned in a grantor trust or similar instrument for the benefit of the executive officer and/or direct family members and for which the executive officer has voting and disposal rights and vested deferred stock units, if any, held by the executive officer, will count towards share ownership under this policy. See “Non-Employee Director Compensation” above, for information about stock ownership requirements under this policy for our non-employee directors.

  40. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information regarding total compensation awarded to, earned by and paid to each of our named executive officers during the fiscal year ended December 31, 2024, 2023 and 2022 and their positions as of December 31, 2024.

  41. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Aman Narang (4) CEO, Co-Founder | 2024 | 400,000 | 4,968,380 | 5,400,004 | 505,920 | — | 11,274,304 | | | 2023 | 20,000 | 1,755,321 | 2,999,235 | — | — | 4,774,556 | | | 2022 | 20,000 | 979,120 | 2,699,979 | 10,000 | — | 3,709,099 | | Elena Gomez (5) President, CFO | 2024 | 450,341 | 2,491,080 | 2,707,489 | 413,413 | 10,350 | 6,072,673 | | | 2023 | 432,808 | 1,755,321 | 2,999,235 | 239,082 | 19,000 | 5,445,446 | | | 2022 | 414,308 | 1,087,918 | 2,999,981 | 335,240 | 4,512 | 4,841,960 | | Jonathan Vassil (6) Chief Revenue Officer | 2024 | 391,221 | 1,966,651 | 2,137,501 | 521,420 | 10,090 | 5,026,883 | | Stephen Fredette (7) President, Co-Founder | 2024 | 20,000 | 2,228,878 | 2,422,502 | — | — | 4,671,380 | | | 2023 | 20,000 | 1,579,785 | 2,699,480 | — | — | 4,299,266 | | | 2022 | 20,000 | 979,120 | 2,699,979 | 10,000 | — | 3,709,099 | | Brian Elworthy (8) General Counsel, Corporate Secretary | 2024 | 391,221 | 1,573,311 | 1,709,992 | 306,467 | 9,881 | 3,990,872 | | | 2023 | 376,029 | 965,420 | 1,650,327 | 139,277 | 11,281 | 3,142,334 | | | 2022 | 359,649 | 598,341 | 1,649,988 | 160,463 | 9,124 | 2,777,565 |

  42. 2024 Summary Compensation Table

    * Numbers may not tie due to rounding. (1)The amounts reported represent the aggregate grant date fair value of stock options and RSUs granted to the named executive officers during 2024, 2023, and 2022, as applicable, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair values of the awards reported in this column are set forth in Note 10 of our consolidated financial statements of our 2024 Form 10-K. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted. The amounts reported in this column reflect the accounting cost for the stock options and stock awards, as applicable, and does not correspond to the actual economic value that may be received upon exercise of the stock option, issuance of shares of Class A common stock, or any sale of any of the underlying shares of Class A common stock. (2)The amounts reported reflect actual cash bonus payments awarded based on the achievement of company and individual performance to our named executive officers under our Incentive Plan, which were approved by our compensation committee or our Board (in the case of Mr. Narang). More details can be found in the "Short-term Incentive Bonus Plan" section of the "Compensation Discussion & Analysis." (3)The amounts reported include Toast’s contributions to our 401(k) plan and any 401(k) plan match true-ups for fiscal year 2023 posted in 2024. (4)Mr. Narang’s 2024 base salary was increased to $400,000, effective as of January 1, 2024, upon his appointment as CEO. (5)Ms. Gomez’s 2024 base salary was $438,000 until April 1, 2024, when it was increased to $452,425. (6)Mr. Vassil’s 2024 base salary was $380,500 until April 1, 2024, when it was increased to $394,769. (7)Effective as of September 24, 2021, the completion of our IPO, Mr. Fredette (i) voluntarily elected to receive a base salary of $20,000, and (ii) agreed to forego any cash bonus under the Incentive Plan. (8)Mr. Elworthy’s 2024 base salary was $380,500 until April 1, 2024, when it was increased to $394,769.

  43. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth the individual awards made to each of our named executive officers during 2024. For a description of the types of awards indicated below, please see our “Compensation Discussion and Analysis” section above.

  44. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Aman Narang | | | | | | | | | | 2024 Bonus Opportunity | | 230,000 | 400,000 | 598,000 | | | | | | Time-based Options | 3/11/2024 | | ` | | | 370,363 | 24.65 | 5,400,004 | | Time-based RSUs | 3/11/2024 | | | | 201,557 | | | 4,968,380 | | Elena Gomez | | | | | | | | | | 2024 Bonus Opportunity | | 194,210 | 337,756 | 504,945 | | | | | | Time-based Options | 3/11/2024 | | | | | 185,695 | 24.65 | 2,707,489 | | Time-based RSUs | 3/11/2024 | | | | 101,058 | | | 2,491,080 | | Jonathan Vassil | | | | | | | | | | 2024 Bonus Opportunity | | 224,952 | 391,221 | 584,876 | | | | | | Time-based Options | 3/11/2024 | | ` | | | 146,602 | 24.65 | 2,137,501 | | Time-based RSUs | 3/11/2024 | | | | 79,783 | | | 1,966,651 | | Stephen Fredette | | | | | | | | | | 2024 Bonus Opportunity | | | | | | | | | | Time-based Options | 3/11/2024 | | | | | 166,149 | 24.65 | 2,422,502 | | Time-based RSUs | 3/11/2024 | | | | 90,421 | | | 2,228,878 | | Brian Elworthy | | | | | | | | | | 2024 Bonus Opportunity | | 134,971 | 234,733 | 350,925 | | | | | | Time-based Options | 3/11/2024 | | | | | 117,281 | 24.65 | 1,709,992 | | Time-based RSUs | 3/11/2024 | | | | 63,826 | | | 1,573,311 |

  45. Grants of Plan-Based Awards in 2024

    (1)The amounts listed under the Threshold, Target, and Maximum columns of this table reflect any pro-ration of bonus targets due to compensation changes during the measurement periods. More details can be found in the “Short-Term Incentive Bonus Plan” section of the “Compensation Discussion & Analysis.” Total amounts of non-equity incentive plan awards paid to each employee earned for 2024 are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” (2)Consists of RSUs granted under the 2021 Plan. Each RSU award vests in 16 equal quarterly installments over four years following April 1, 2024, generally subject to the employee’s continued service relationship through each vesting date. All shares referenced are Class A common stock, unless otherwise noted. (3)Consists of options to purchase shares of our common stock granted under the 2021 Plan. Each stock option vests over four years in 16 equal quarterly installments following April 1, 2024, generally subject to the employee’s continued service relationship through each vesting date. All shares referenced are Class A common stock, unless otherwise noted. (4)The amounts reported represent the aggregate grant date fair value of the awards granted to the named executive officers calculated in accordance with FASB ASC Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 10 of our consolidated financial statements of our 2024 Form 10-K. The amounts reported in this column reflect the accounting cost for the stock options and stock awards, as applicable, and do not correspond to the actual economic value that may be received upon exercise of the stock option issuance of shares of Class A common stock, or any sale of any of the underlying shares of Class A common stock. For RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying shares of Class A common stock on the date of grant by the number of RSUs granted.

  46. Outstanding Equity Awards at 2024 Year-End Table

    Outstanding Equity Awards at 2024 Year-End Table The following table sets forth certain information with respect to outstanding equity awards held by each of our named executive officers as of December 31, 2024.

  47. Outstanding Equity Awards at 2024 Year-End Table

    | Name | Grant Date | Vesting Commencement Date (2) | Option Awards (1) | | | | Stock Awards (1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Aman Narang | 2/8/2019 | 2/8/2019 | 1,425,000 (4,5) | — | 1.51 | 2/8/2029 | | | | | 2/8/2019 | 7/1/2018 | 1,662,500 (4,5) | — | 1.51 | 2/8/2029 | | | | | 3/22/2021 | 3/22/2021 | 75,000 (5,6) | — | 15.26 | 3/22/2031 | | | | | 3/22/2021 | 4/1/2021 | | | | | 3,125 (7) | 113,906 | | | 3/15/2022 | 2/1/2022 | 210,621 (8) | 95,737 (8) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 17,605 (9) | 641,702 | | | 3/10/2023 | 4/1/2023 | 114,120 (8) | 190,201 (8) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 63,305 (9) | 2,307,467 | | | 3/11/2024 | 4/1/2024 | 46,295 (8) | 324,068 (8) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 176,363 (9) | 6,428,431 | | Elena Gomez | 3/22/2021 | 3/8/2021 | 1,875,000 (6) | — | 15.26 | 3/22/2031 | | | | | 3/22/2021 | 4/1/2021 | | | | | 46,875 (7) | 1,708,594 | | | 3/15/2022 | 2/1/2022 | 234,023 (8) | 106,375 (8) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 19,562 (9) | 713,035 | | | 3/10/2023 | 4/1/2023 | 114,120 (8) | 190,201 (8) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 63,305 (9) | 2,307,467 | | | 3/11/2024 | 4/1/2024 | 23,211 (8) | 162,484 (8) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 88,426 (9) | 3,223,128 | | Jonathan Vassil | 6/24/2019 | 3/1/2019 | 198,996 (4) | — | 2.07 | 6/24/2029 | | | | | 4/21/2020 | 4/21/2020 | 454,755 (6) | — | 2.21 | 4/21/2030 | | | | | 3/15/2022 | 2/1/2022 | 175,517 (8) | 79,781 (8) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 14,671 (9) | 534,758 | | | 3/10/2023 | 4/1/2023 | 85,590 (8) | 142,651 (8) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 47,479 (9) | 1,730,610 | | | 3/11/2024 | 4/1/2024 | 18,325 (8) | 128,277 (8) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 69,811 (9) | 2,544,611 | | Stephen Fredette | 3/22/2021 | 3/22/2021 | 75,000 (5,6) | — | 15.26 | 3/22/2031 | | | | | 3/22/2021 | 4/1/2021 | | | | | 3,125 (7) | 113,906 | | | 3/15/2022 | 2/1/2022 | 210,621 (8) | 95,737 (8) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 17,605 (9) | 641,702 | | | 3/10/2023 | 4/1/2023 | 102,708 (8) | 171,181 (8) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 56,975 (9) | 2,076,739 | | | 3/11/2024 | 4/1/2024 | 20,768 (8) | 145,381 (8) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 79,119 (9) | 2,883,888 | | Brian Elworthy | 2/8/2019 | 7/1/2018 | 75,000 (4) | — | 1.51 | 2/8/2029 | | | | | 4/21/2020 | 4/21/2020 | 404,755 (6) | — | 2.21 | 4/21/2030 | | | | | 6/2/2021 | 6/2/2021 | 60,000 (6) | — | 20.94 | 6/2/2031 | | | | | 6/2/2021 | 7/1/2021 | | | | | 3,750 (7) | 136,688 | | | 3/15/2022 | 2/1/2022 | 128,713 (8) | 58,506 (8) | 17.38 | 3/15/2032 | | | | | 3/15/2022 | 2/1/2022 | | | | | 10,759 (9) | 392,166 | | | 3/10/2023 | 4/1/2023 | 62,766 (8) | 104,610 (8) | 17.33 | 3/10/2033 | | | | | 3/10/2023 | 4/1/2023 | | | | | 34,818 (9) | 1,269,116 | | | 3/11/2024 | 4/1/2024 | 14,660 (8) | 102,621 (8) | 24.65 | 3/11/2034 | | | | | 3/11/2024 | 4/1/2024 | | | | | 55,848 (9) | 2,035,660 |

  48. Outstanding Equity Awards at 2024 Year-End Table

    (1)Each of the option grants issued prior to our IPO date, September 24, 2021, were granted under our Amended and Restated 2014 Stock Incentive Plan, as amended (the “2014 Plan”) and are subject to early exercise, which permits the holder to exercise the option at any time following the grant date. If the holder early-exercises the option grants, such individual will hold restricted shares that will vest in accordance with the original stock option vesting schedule. Each of the option grants made following the IPO were granted under our 2021 Plan and are not subject to early exercise. Each of the grants vests based on the holder’s continuous service with us and is subject to certain acceleration of vesting provisions as set forth in our Severance Policy and/or the CEO Severance Letter, as applicable. All shares referenced are Class A common stock, unless otherwise noted. (2)The vesting commencement date for each award is fixed by our compensation committee or our Board upon grant. (3)Market value is calculated by multiplying the number of RSUs that have not vested by the closing price of our Class A common stock on the NYSE on December 31, 2024, which was $36.45. All shares referenced are Class A common stock, unless otherwise noted. (4)This award was fully vested as of December 31, 2024. (5)The shares referenced are Class B common stock. (6)The shares subject to this option vest in 20 equal quarterly installments over five years. (7)The shares subject to this RSU award vest 25% upon the first anniversary, then in 12 equal quarterly installments over the remaining 3 years. (8)The shares subject to this option vest in 16 equal quarterly installments over four years. (9)The shares subject to this RSU award vest in 16 equal quarterly installments over four years.

  49. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth the number of shares acquired and the value realized upon exercises of stock options and vesting of restricted stock and RSUs during the fiscal year ended December 31, 2024, by each of our named executive officers.

  50. Option Exercises and Stock Vested in 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Aman Narang | — | — | 70,850 | 1,792,561 | | Elena Gomez | — | — | 147,353 | 3,618,622 | | Jonathan Vassil | 550,000 | 14,634,776 | 40,701 | 1,017,792 | | Stephen Fredette | — | — | 54,426 | 1,355,346 | | Brian Elworthy | 322,745 | 9,420,589 | 35,512 | 885,921 |

  51. Option Exercises and Stock Vested in 2024

    (1)The amount in this column is computed by determining the difference between the market price of our Class A common stock on the date of exercise and the exercise price of the exercised stock option, multiplied by the number of shares acquired upon exercise of the option. The value listed represents the aggregate value of all option awards that were exercised by such named executive officer in 2024. All shares referenced are Class A common stock, unless otherwise noted. (2)The amount in this column is computed by multiplying the number of shares of Class A common stock underlying the vested restricted stock or RSUs, as applicable, by the market price of our Class A common stock on the applicable vesting date. The value listed represents the aggregate value of all shares that vested for such named executive officer in 2024. All shares referenced are Class A common stock, unless otherwise noted.

  52. Pension Benefits

    Pension Benefits We do not maintain any defined benefit pension plans.

  53. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any nonqualified deferred compensation plans for our named executive officers during 2024.

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Severance Policy (or CEO Severance Letter, as applicable) provides for certain payments and benefits to each of our named executive officers if the named executive officer’s employment is terminated by us or our acquirer or successor without Cause (as defined in the Severance Policy), both during and outside of a Change in Control Period, or terminated by the named executive officer for Good Reason (as defined in the Severance Policy or CEO Severance Letter, as applicable) in the 12 month period following a Change in Control (as defined in the Severance Policy) (or during or outside of the Change of Control Period, for our CEO), subject to the named executive officer’s execution and non-revocation of a separation agreement, including a general release of claims. More details can be found in the “Severance and Change in Control Policy and Severance Letter” section of the “Compensation Discussion & Analysis.” The table below quantifies the potential payments and benefits that would have become due to our named executive officers assuming that one of the triggering events above occurred as of December 31, 2024 (assuming that all outstanding equity awards were assumed, continued or substituted by an acquirer or successor in such change in control). Equity award amounts set forth in the table are based on the market price of a share of our common stock on December 31, 2024, which was $36.45 per share.

  55. Potential Payments Upon Termination or Change in Control

    | | Termination Without Cause or for Good Reason Not in Connection with a Change in Control (1) | | | Termination Without Cause or for Good Reason in Connection with a Change in Control (2) | | | | Name | Cash Severance ($) (3) | Health Care Benefits ($) (4) | Acceleration of Vesting Equity Awards ($) (5) | Cash Severance ($) (6) | Health Care Benefits ($) (7) | Acceleration of Vesting Equity Awards ($) (8) | | Aman Narang | 800,000 | 16,496 | 7,712,560 | 1,600,000 | 24,745 | 19,175,170 | | Elena Gomez | 792,181 | 18,558 | 15,694,419 | 1,526,027 | 27,837 | 25,467,562 | | Stephen Fredette | 400,000 | 16,358 | 5,859,639 | 750,000 | 24,537 | 12,927,728 | | Jonathan Vassil | 785,990 | 16,437 | 6,299,612 | 1,570,207 | 24,655 | 12,284,558 | | Brian Elworthy | 629,502 | — | 5,305,154 | 1,178,985 | — | 9,980,389 |

  56. Potential Payments Upon Termination or Change in Control

    (1)Pursuant to the Severance Policy and the CEO Severance Letter, only Mr. Narang was eligible to receive severance benefits in the event that his employment was terminated for Good Reason outside of a Change in Control Period. All named executive officers were eligible to receive severance benefits if their employment was terminated without Cause outside of a Change in Control Period. The Change in Control Period is the period commencing three months prior to and ending 12 months following a Change in Control. (2)Pursuant to the Severance Policy and the CEO Severance Letter, Mr. Narang was eligible to receive severance benefits in the event that his employment was terminated without Cause or for Good Reason during a Change in Control Period. Pursuant to the Severance Policy, all other named executive officers were only eligible to receive severance benefits in the event that his or her employment was terminated without Cause during a Change in Control Period or in the event that his or her employment is terminated for Good Reason during the 12-month period following a Change in Control. (3)Represents 12 months of salary continuation payments, plus a lump sum in cash equal to the executive’s prorated target annual bonus opportunity. Pursuant to the CEO Severance Letter, Mr. Narang’s base salary for purposes of such severance payment was calculated based on the greater of his base salary immediately prior to termination or $250,000 and his bonus was calculated based on the greater of his bonus immediately prior to termination or $185,000; his base salary and bonus as of December 31, 2024 were greater than such amounts. For Mr. Fredette, the base salary for purposes of such payment was based on the greater of his salary immediately prior to termination or $250,000 and his bonus was calculated based on the greater of his bonus immediately prior to termination or $150,000, and his base salary and bonus as of December 31, 2024 were lower than such amounts. (4)The amounts in this column represent 12 months of the employer portion of health benefit continuation based on the actual cost of the named executive officer’s premiums under our group health and welfare plans as of December 31, 2024. (5)The amounts in this column represent 12 months of acceleration of equity awards outstanding as of December 31, 2024, calculated based on $36.45 per share, which was the closing price of our common stock on December 31, 2024. (6)Represents (i) a lump sum cash payment equal to 1.5 times the sum of 12 months of base salary plus the named executive officer’s target annual bonus opportunity, plus (ii) a lump sum in cash equal to the executive’s prorated target annual bonus opportunity. For information on how Mr. Narang’s base salary and bonus is calculated for purposes of his severance payment, see note (3) above. For Mr. Fredette, the base salary for purposes of such payment was based on the greater of his salary immediately prior to termination or $250,000 and his bonus was calculated based on the greater of his bonus immediately prior to termination or $150,000, and his base salary and bonus as of December 31, 2024 were lower than such amounts. (7)The amounts in this column represent 18 months of the employer portion of health benefit continuation based on the actual cost of the named executive officer’s premiums under our group health and welfare plans as of December 31, 2024. (8)The amounts in this column represent full acceleration of equity awards outstanding as of December 31, 2024, calculated based on $36.45 per share, which was the closing price of our common stock on December 31, 2024.

  57. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Aman Narang, our CEO during 2024. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  58. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2024, our last completed fiscal year: •the total annual compensation of our median employee was $138,338, as determined in accordance with Item 402 of Regulation S-K; and •the total annual compensation of our CEO, as determined in accordance with Item 402 of Regulation S-K and reported in the “2024 Summary Compensation Table” included elsewhere in this proxy statement was $11,274,304. Based on this information, for 2024, the ratio of the total annual compensation of Mr. Narang, who served as our CEO during 2024, to the total annual compensation of our median employee was approximately 82 to 1.

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance metrics of the Company. For further information concerning the Company’s variable pay-for-performance compensation programs and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  60. Pay Versus Performance Table

    Pay Versus Performance Table

  61. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based on: (5) | | Net Income (Loss) (7) ($MM) | Adjusted EBITDA (8) ($MM) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (6) ($) | | | | 2024 | 11,274,304 | 23,896,929 | 4,940,452 | 16,285,484 | 58 | 170 | 19 | 373 | | 2023 | 8,588,112 | 10,904,502 | 4,413,737 | 5,676,969 | 29 | 125 | (246) | 61 | | 2022 | 8,205,804 | (14,145,157) | 3,749,364 | (17,140,438) | 29 | 80 | (275) | (115) | | 2021 | 2,484,852 | 97,433,267 | 5,640,626 | 58,679,019 | 56 | 113 | (487) | (42) |

  62. Pay Versus Performance Table

    (1)Mr. Comparato was our PEO in fiscal years 2021 through 2023. Mr. Narang was our PEO in fiscal year 2024. The amounts listed are the amounts of total compensation listed for our PEO for the corresponding year in the “Total” column of the Summary Compensation Table. (2)The amounts listed in this column represent the amount of “compensation actually paid” to our PEO in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the amount of actual compensation earned by or paid to our PEO in the applicable year. We did not report a change in pension value for any of the years reflected in this table; therefore, a deduction from the Summary Compensation Table total related to pension value is not applicable. The following adjustments were made to our PEO’s Summary Compensation Table total compensation for each year to determine the compensation actually paid:

  63. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($) | Subtract Summary Compensation Table Equity Total (a) ($) | Add Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Add Year End Fair Value of Equity Awards Granted During Year that are Outstanding and Unvested ($) | Add Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add Year over Year Change as of Vesting Date (from Year End) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustment ($) | Compensation Actually Paid to PEO ($) | | 2024 | 11,274,304 | 10,368,384 | 6,024,372 | 14,470,755 | 1,406,218 | 1,089,664 | 22,991,009 | 23,896,929 | | 2023 | 8,588,112 | 8,556,875 | 214,778 | 8,068,243 | 1,357,397 | 1,232,847 | 10,873,265 | 10,904,502 | | 2022 | 8,205,804 | 8,175,804 | (12,120,356) | 7,425,937 | 1,790,943 | (11,271,681) | (14,175,157) | (14,145,157) | | 2021 | 2,484,852 | 2,135,088 | 36,218,236 | 4,758,989 | 691,861 | 55,414,417 | 97,083,503 | 97,433,267 |

  64. Pay Versus Performance Table

    a.The grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The value in this column is subtracted from the “Summary Compensation Table Total for PEO” column of this table. (3)The amounts listed represent the average amounts of total compensation listed for our non-PEO named executive officers (the “Non-PEO NEOs”) for each corresponding year in the “Total” column of the Summary Compensation Table. The individuals comprising the Non-PEO NEOs for each fiscal year presented are listed below.

  65. Pay Versus Performance Table

    | FY 2021 | FY 2022 | FY 2023 | FY 2024 | | Elena Gomez | Elena Gomez | Elena Gomez | Elena Gomez | | Jennifer DiRico | Brian Elworthy | Brian Elworthy | Brian Elworthy | | Brian Elworthy | Stephen Fredette | Stephen Fredette | Stephen Fredette | | Stephen Fredette | Aman Narang | Aman Narang | Jonathan Vassil | | Aman Narang | Jonathan Grimm | | |

  66. Pay Versus Performance Table

    (4)The amounts listed in this column represent the average amount of “compensation actually paid” to our Non-PEO NEOs for each corresponding year in accordance with Item 402(v) of Regulation S-K. These amounts do not reflect the actual average amount of compensation earned by or paid to our Non-PEO NEOs in the applicable year. We did not report a change in pension value for any of the years reflected in this table; therefore, a deduction from the Summary Compensation Table total related to pension value is not applicable. The following adjustments were made to our Non-PEO NEOs average Summary Compensation Table total compensation for each year to determine the average compensation actually paid:

  67. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Subtract Average Summary Compensation Table Equity Total (a) ($) | Add Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Add Average Year End Fair Value of Equity Awards Granted During Year that are Outstanding and Unvested ($) | Add Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add Average Year over Year Change as of Vesting Date (from Year End) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustment ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 4,940,452 | 4,309,351 | 7,254,531 | 6,014,412 | 540,824 | 1,844,616 | 15,654,383 | 16,285,484 | | 2023 | 4,413,737 | 4,101,031 | 94,619 | 3,826,319 | 650,419 | 792,907 | 5,364,264 | 5,676,969 | | 2022 | 3,749,364 | 3,474,705 | (11,900,420) | 3,156,030 | 761,151 | (9,431,858) | (17,415,098) | (17,140,438) | | 2021 | 5,640,626 | 5,240,106 | 19,793,865 | 12,813,080 | 159,190 | 25,512,365 | 58,278,499 | 58,679,019 |

  68. Pay Versus Performance Table

    a.The average grant date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The value in this column is subtracted from the “Average Summary Compensation Table Total for Non-PEO NEOs” column of this table. (5)The disclosed values in these columns represent the measurement period value of an investment of $100 as of September 22, 2021, the date our Class A common stock began trading on the New York Stock Exchange, and then valued on the last trading day of each of 2021, 2022, 2023, and 2024, as applicable. (6)The peer group used is the S&P 500 Information Technology Industry Index, consistent with the peer group used for the stock performance graph in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (7)The dollar amounts listed represent the total net income (loss) reported in the Company’s audited financial statements for the applicable year. (8)Our company-selected measure is Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure. Please refer to Appendix A for a description and reconciliation of this non-GAAP financial measure.

  69. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group is generally aligned with our cumulative TSR over the four years presented in the table. The general alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our PEO and to the Non-PEO NEOs is comprised of equity awards, the value of which is tied directly to our stock price. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs. Compensation Actually Paid and Net Income As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs is not aligned with our net income (loss) results over the four years presented in the table. Our net income (loss) performance improved over the four-year period reported in the table while the compensation actually paid to our PEO and the other named executive officers declined over the first two years of the same period. The lack of alignment of compensation actually paid with our net income (loss) over the period presented is because a significant portion of the compensation actually paid to our PEO and to the Non-PEO NEOs is comprised of equity awards, the value of which is tied directly to our stock price, and net income (loss) is not used as a metric in the Company’s compensation arrangements. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs. Compensation Actually Paid and Adjusted EBITDA As demonstrated by the following graph, the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our Non-PEO NEOs as a group is directionally aligned with our Adjusted EBITDA results over the four years presented in the table. Our 2022 short-term incentive bonus plan included Adjusted EBITDA %, which is derived from Adjusted EBITDA, as a bonus financial funding metric. Our 2023 and 2024 short-term incentive bonus plan also included Adjusted EBITDA as a bonus financial funding metric. Although the graph below shows alignment between compensation actually paid and our Adjusted EBITDA results over the period presented, the primary reason for the decline between 2021 and 2022 and the increase between 2022 and 2024 in compensation actually paid to our PEO and to the Non-PEO NEOs is because a significant portion of the compensation actually paid to our PEO and to the Non-PEO NEOs is comprised of equity awards, the value of which is tied directly to our stock price. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs. Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the following graph, the Company’s cumulative TSR over the period presented in the table was (42%), while the cumulative TSR of the peer group presented for this purpose, the S&P 500 Information Technology Index, was 70% over the same period. Our stock price performance was below that of the S&P 500 Information Technology Index. Following our initial public offering in September 2021, we believe our stock price was subject to greater market volatility than the stock prices for technology companies in the S&P 500 Information Technology Index since companies in the index had been in operation and trading publicly for longer periods of time.