Business Context and Reporting Period
This Form 8-K filing by Toast, Inc. (TOST) reports on events occurring on February 12, 2025. The filing details significant executive appointments and changes to the company's leadership structure, specifically regarding the Chief Accounting Officer and President roles.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the appointment of Gail Miller as Chief Accounting Officer and principal accounting officer, effective March 3, 2025. Concurrently, Elena Gomez has been appointed President of the Company. As a result of these changes, Ms. Gomez will cease serving as the interim Chief Accounting Officer and interim principal accounting officer, while continuing her roles as President, Chief Financial Officer, and principal financial officer.
Guidance, Outlook, and Compensation Details
The filing outlines the compensatory arrangements for the new Chief Accounting Officer, Gail Miller:
- Base Salary: $400,000 per year.
- Sign-on Bonus: One-time payment of $100,000.
- Annual Target Bonus: 40% of annual base salary under the Senior Executive Cash Incentive Bonus Plan.
- Equity Grants:
- Restricted Stock Unit (RSU) award with an aggregate value of $3,300,000.
- Stock option award with an aggregate value of $2,200,000.
- Vesting Schedule: Four-year schedule with 12.5% vesting at 6 months, followed by equal quarterly installments for the remaining 3.5 years, subject to continued service.
Regarding Elena Gomez, the filing states she will not receive additional compensation for assuming the role of President, and no changes have been made to her existing plans or arrangements.
Investor Verification Checklist
- Verify the commencement date of Gail Miller's employment (expected March 3, 2025).
- Confirm the total value of equity grants ($5.5 million combined) and their specific vesting terms.
- Review the definitive proxy statement on Schedule 14A filed April 23, 2024, for details on Elena Gomez's background and existing contracts.
- Monitor future filings for the formal execution of the indemnification agreement referenced in the filing.