Toast, Inc. (TOST)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Competitive: Our compensation programs should be market-competitive, enabling Toast to attract and retain top talent in a highly-competitive technology market. Long-Term Orientation: Equity plays an important role in our executive compensation programs because it is an incentive for long-term value creation and aligns the interests of our leadership team with those of our stockholders. Fair and Fact-Based: We believe compensation decisions should be made based on objective and relevant information and support internal pay equity and we take into account industry trends and market data when making executive compensation decisions. Pay-for-Performance: Our incentive programs align short- and long-term realizable compensation with company and stock price performance. We also believe in differentiating compensation based on individual performance in recognition of innovation, excellence in delivery and outsized impact. Outcome-Oriented: We align compensation with measurable outcomes that drive Toast's success.

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

a. Approved under the standard stated in the filing — “Abstentions have no effect on Proposal Two (the ratification of the appointment of Ernst & Young LLP as our independent 8 registered public accounting firm for the fiscal year ending December 31, 2026), or Proposal Three (the advisory vote on the compensation of our named executive officers).”.

b. Approved under the standard stated in the filing — “Abstentions have no effect on Proposal Two (the ratification and appointment of Ernst & Young LLP as our independent 8 registered public accounting firm for the fiscal year ending December 31, 2025), or Proposal Three (the advisory vote on the compensation of our named executive officers).”.

c. Approved under the standard stated in the filing — “Abstentions have no effect on Proposal Two (the ratification and appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024), or Proposal Three (the advisory vote on the compensation of our named executive officers).”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Of the companies Toast, Inc. names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Toast, Inc..

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.