UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2025, the Board of Directors (the “Board”) of Toast, Inc. (the “Company”) appointed Gail Miller, age 46, to be the Company’s Chief Accounting Officer and principal accounting officer, effective as of her commencement of employment, which is expected to be March 3, 2025 (the “Effective Date”). Prior to the Effective Date, Ms. Miller served as the Chief Accounting Officer at Remitly Global, Inc. between May 2023 and February 2025, where she oversaw an international team across financial reporting, corporate accounting, tax, financial operations, and various shared service functions. Previously, Ms. Miller was the Chief Accounting Officer at Shift4 Payments, Inc. from April 2016 to May 2023.
In connection with Ms. Miller’s appointment as Chief Accounting Officer and principal accounting officer, Ms. Miller will receive a base salary of $400,000 per year, and a one-time sign-on bonus of $100,000. Ms. Miller will also be eligible to receive an annual target bonus at 40% of her annual base salary under the Company’s Senior Executive Cash Incentive Bonus Plan. In addition, the Company expects to grant to Ms. Miller (i) a restricted stock unit award having an aggregate value of $3,300,000 (the “RSU Grant”), and (ii) a stock option having an aggregate value of $2,200,000 (the “Option Grant”, together with the RSU Grant, the “Grants”). The Grants will have a four-year vesting schedule, with 12.5% vesting at 6 months after the vesting commencement date, and the remainder of vesting in equal quarterly installments for the remaining three-and-half years, subject to Ms. Miller’s continued service with the Company through each applicable vesting date. The Grants will be subject to the terms and conditions of the Company’s 2021 Stock Option and Incentive Plan and the applicable restricted stock unit agreement or stock option agreement, as applicable. In addition, Ms. Miller is expected to enter into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed on September 13, 2021.
There are no arrangements or understandings between Ms. Miller and any other persons pursuant to which she was appointed as the Chief Accounting Officer and principal accounting officer of the Company. There are no family relationships between Ms. Miller and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Ms. Miller pursuant to Item 404(a) of Regulation S-K.
Additionally, on February 12, 2025, the Board appointed Elena Gomez to be President of the Company. In connection with Ms. Miller’s appointment as Chief Accounting Officer and principal accounting officer, following the Effective Date, Ms. Gomez will cease serving as the Company’s interim Chief Accounting Officer and interim principal accounting officer, and will continue serving the Company as the President, Chief Financial Officer and principal financial officer. Information regarding Ms. Gomez’s background and business experience, contracts between the Company and Ms. Gomez and any related party transactions involving Ms. Gomez is incorporated by reference herein from the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2024. Ms. Gomez will not receive any additional compensation for assuming the role of the Company’s President, and no changes have been made to any plans or arrangements in which Ms. Gomez participates as a result of this appointment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 14, 2025 |
TOAST, INC. | |||||
| By: |
/s/ Brian Elworthy | |||||
| Name: |
Brian Elworthy | |||||
| Title: |
General Counsel and Corporate Secretary | |||||