TOAST, INC., DEF 14A filed on 4/23/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name TOAST, INC.
Entity Central Index Key 0001650164
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended 24 Months Ended 36 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2025
Dec. 31, 2023
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table
YearSummary Compensation Table Total for PEO (1)
($)		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)
 ($)
202510,682,01310,734,9514,876,7374,936,11357209342633
202411,274,30423,896,9294,940,45216,285,4845817019373
20238,588,11210,904,5024,413,7375,676,96929125(246)61
20228,205,804(14,145,157)3,749,364(17,140,438)2980(275)(115)
20212,484,85297,433,2675,640,62658,679,01956113(487)(42)
            
Company Selected Measure Name Adjusted EBITDA            
Named Executive Officers, Footnote Mr. Comparato was our principal executive officer (the “PEO”) in fiscal years 2021 through 2023. Mr. Narang was our PEO in fiscal year 2024 and 2025. 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.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.
FY 2021
FY 2022
FY 2023
FY 2024
FY 2025
Elena Gomez    
Elena Gomez    
Elena Gomez    
Elena Gomez    
Elena Gomez    
Jennifer DiRico
Brian Elworthy
Brian Elworthy
Brian Elworthy
Brian Elworthy
Brian Elworthy
Stephen Fredette    
Stephen Fredette    
Stephen Fredette    
Stephen Fredette    
Stephen Fredette    
Aman Narang    
Aman Narang    
Jonathan Vassil    
Jonathan Vassil    
Aman Narang    
Jonathan Grimm
            
Peer Group Issuers, Footnote 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, 2025.            
PEO Total Compensation Amount $ 10,682,013 $ 11,274,304 $ 8,588,112 $ 8,205,804 $ 2,484,852    
PEO Actually Paid Compensation Amount $ 10,734,951 23,896,929 10,904,502 (14,145,157) 97,433,267    
Adjustment To PEO Compensation, Footnote 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:
YearSummary 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
($)		Compensation Actually Paid to PEO
($)
202510,682,0139,594,430(1,058,540)8,881,1361,467,188357,5839,647,36810,734,951
202411,274,30410,368,3846,024,37214,470,7551,406,2181,089,66422,991,00923,896,929
20238,588,1128,556,875214,7788,068,2431,357,3971,232,84710,873,26510,904,502
20228,205,8048,175,804(12,120,356)7,425,9371,790,943(11,271,681)(14,175,157)(14,145,157)
20212,484,8522,135,08836,218,2364,758,989691,86155,414,41797,083,50397,433,267
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.
            
Non-PEO NEO Average Total Compensation Amount $ 4,876,737 4,940,452 4,413,737 3,749,364 5,640,626    
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,936,113 16,285,484 5,676,969 (17,140,438) 58,679,019    
Adjustment to Non-PEO NEO Compensation Footnote 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:
YearAverage 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
 ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)
20254,876,7374,077,620(643,760)3,774,490623,529382,7384,136,9974,936,113
20244,940,4524,309,3517,254,5316,014,412540,8241,844,61615,654,38316,285,484
20234,413,7374,101,03194,6193,826,319650,419792,9075,364,2645,676,969
20223,749,3643,474,705(11,900,420)3,156,030761,151(9,431,858)(17,415,098)(17,140,438)
20215,640,6265,240,10619,793,86512,813,080159,19025,512,36558,278,49958,679,019
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.
            
Compensation Actually Paid vs. Total Shareholder Return
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 five 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. The decline in compensation actually paid to our PEO from fiscal year 2024 to fiscal year 2025, despite the company’s continued strong operational performance, reflects the significant impact of stock price movements on equity award valuations. This outcome demonstrates the alignment of our compensation program with stockholder experience, as executive realized pay is directly tied to stock price performance. Please refer to “Executive Compensation - Compensation Discussion and Analysis,” for information about our executive compensation programs.


5643
            
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (loss)
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 five years presented in the table. Our net income (loss) performance improved over the five-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 and in the fifth year 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.
6706
            
Compensation Actually Paid vs. Company Selected Measure
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 five 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, 2024, and 2025 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, the decline between 2024 and 2025, 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.
7926
            
Total Shareholder Return Vs Peer Group
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 (43%), while the cumulative TSR of the peer group presented for this purpose, the S&P 500 Information Technology Index, was 109% 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.
8666
            
Tabular List, Table
Adjusted EBITDA (a non-GAAP financial measure)
RGP (a non-GAAP financial measure)
            
Total Shareholder Return Amount $ 57 58 29 29 56    
Peer Group Total Shareholder Return Amount 209 170 125 80 113    
Net Income (Loss) $ 342,000,000 $ 19,000,000 $ (246,000,000) $ (275,000,000) $ (487,000,000)    
Company Selected Measure Amount 633,000,000 373,000,000 61,000,000 (115,000,000) (42,000,000)    
PEO Name           Mr. Narang Mr. Comparato
Additional 402(v) Disclosure 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, 2024, and 2025, as applicable.The dollar amounts listed represent the total net income (loss) reported in the Company’s audited financial statements for the applicable year.            
Measure:: 1              
Pay vs Performance Disclosure              
Name Adjusted EBITDA (a non-GAAP financial measure)            
Non-GAAP Measure Description 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.            
Measure:: 2              
Pay vs Performance Disclosure              
Name RGP (a non-GAAP financial measure)            
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount $ (9,594,430) $ (10,368,384) $ (8,556,875) $ (8,175,804) $ (2,135,088)    
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 9,647,368 22,991,009 10,873,265 (14,175,157) 97,083,503    
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 8,881,136 14,470,755 8,068,243 7,425,937 4,758,989    
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (1,058,540) 6,024,372 214,778 (12,120,356) 36,218,236    
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 1,467,188 1,406,218 1,357,397 1,790,943 691,861    
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 357,583 1,089,664 1,232,847 (11,271,681) 55,414,417    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (4,077,620) (4,309,351) (4,101,031) (3,474,705) (5,240,106)    
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 4,136,997 15,654,383 5,364,264 (17,415,098) 58,278,499    
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 3,774,490 6,014,412 3,826,319 3,156,030 12,813,080    
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (643,760) 7,254,531 94,619 (11,900,420) 19,793,865    
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 623,529 540,824 650,419 761,151 159,190    
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount $ 382,738 $ 1,844,616 $ 792,907 $ (9,431,858) $ 25,512,365    
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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 2025, 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.
Award Timing Method
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 2025, 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.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
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 2025, 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.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true