Anu Bharadwaj
ToastAbout Anu Bharadwaj
Anu Bharadwaj was appointed as a Class I independent director of Toast on October 24, 2025, with a term running to the 2028 annual meeting; she is a non-employee director eligible under Toast’s Non-Employee Director Compensation Program . She is President at Atlassian, with prior roles including Chief Operating Officer and earlier leadership positions at Microsoft; she holds a B.Eng. in Computer Science from R.V. College of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlassian | President | Feb 2023–present | Leads enterprise software scaling, AI-led product portfolio |
| Atlassian | Chief Operating Officer | Aug 2021–Feb 2023 | Company-wide operations leadership |
| Atlassian | Multiple roles incl. Head of Product (Jira) | 2014–2021 | Product leadership across cloud and platform |
| Microsoft | Leadership positions (Visual Studio) | ~10 years | Product launches and engineering leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Toast (NYSE: TOST) | Director (Class I) | Appointed Oct 24, 2025 | Term to 2028 annual meeting |
| OutSystems (private) | Board member | Not disclosed | Listed by Atlassian events site |
| Atlassian Foundation (non-profit) | Director | Not disclosed | Philanthropy oversight |
Board Governance
- Classification and term: Class I director appointed Oct 24, 2025; term runs to the 2028 annual meeting .
- Independence: Non-employee director; 8-K states no related-party transactions under Item 404(a), no arrangements or family relationships, and participation in the Non-Employee Director Compensation Program—supporting independence status under NYSE standards once formally assessed by the Board .
- Committee assignments: Not disclosed at appointment; will be determined by the Board/Nominating & Corporate Governance Committee .
- Attendance baseline: Toast’s Board held five meetings in 2024 with each director attending ≥75% of applicable Board/committee meetings; all directors attended the 2024 annual meeting (Anu joined in 2025; this sets expectations) .
- Governance policies: Anti-hedging and anti-pledging prohibitions for directors; stock trading policy on file; director stock ownership guidelines; compensation committee independence and clawback policy for executive officers .
Fixed Compensation
| Component | Amount | Payment Terms | Source |
|---|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly in arrears; prorated for partial year | |
| Chair or Lead Independent Director supplement | $40,000 | Annual, in addition to Board retainer | |
| Audit Committee Chair | $25,000 | Annual | |
| Audit Committee Member | $10,000 | Annual | |
| Compensation Committee Chair | $20,000 | Annual | |
| Compensation Committee Member | $10,000 | Annual | |
| Nominating & Governance Chair | $10,000 | Annual | |
| Nominating & Governance Member | $5,000 | Annual | |
| Annual cap for non-employee director comp | $1,200,000 | Includes cash + equity grant-date fair value |
Performance Compensation
| Element | Value/Quantity | Vesting | Change-in-Control | Notes | Source |
|---|---|---|---|---|---|
| Director Initial RSU Grant (at appointment) | $400,000 | Equal annual installments over 3 years, service-based | Director Initial/Annual Grants fully vest upon a Sale Event | Granted Oct 24, 2025; aligns incentives to long-term service | |
| Director Annual RSU Grant (recurring) | $225,000 per year | Vests by next annual meeting or 1-year anniversary | Fully vests upon Sale Event | Number of RSUs based on average closing price methodology |
- Deferred Compensation Program: Directors may elect to defer cash retainers and/or annual RSUs; deferred RSUs convert to deferred stock units at vesting; distributions upon separation, qualifying change in control, death or disability under Section 409A .
- No performance metrics: Director equity is time-based RSUs; no revenue/EBITDA/TSR targets are applied to director awards .
Other Directorships & Interlocks
| Company | Public/Private | Relationship to Toast | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Atlassian | Public | Employer (President) | 8-K discloses no Item 404(a) transactions; no family relationships; no appointment arrangements—no related-party exposure identified at appointment |
| OutSystems | Private | External board | No disclosed Toast-related transactions |
| Atlassian Foundation | Non-profit | Director | Not a commercial counterparty to Toast |
- Related-party and independence confirmations: The 8-K explicitly states no transactions/reportable relationships under Item 404(a), no arrangements for appointment, and no family relationships .
- Committee Interlocks: The 2025 proxy reports no compensation committee interlocks among current members; Anu’s committee assignment was not yet disclosed at her appointment .
Expertise & Qualifications
- Enterprise SaaS and AI leadership: President at Atlassian; experience scaling AI-led technology portfolios and platform businesses .
- Product and operations: Prior COO; multiple product leadership roles at Atlassian; Microsoft product engineering leadership .
- Board-level governance exposure: Board member at OutSystems; non-profit governance at Atlassian Foundation .
Equity Ownership
| Date (Filing/Txn) | Form | Security | Quantity | Price | Post-Transaction Holdings | Vested vs. Unvested | Ownership Type | Source |
|---|---|---|---|---|---|---|---|---|
| Oct 27, 2025 (txn Oct 24, 2025) | Form 3 | — | — | — | 0 | N/A | N/A | |
| Oct 27, 2025 (txn Oct 24, 2025) | Form 4 | Restricted Stock Units | 10,699 | $0 (award) | 10,699 | Unvested; service-based vest in 3 equal annual installments | Direct |
- Ownership guidelines (directors): Required to own shares equal to 4× annual Board cash retainer; compliance deadline is the later of Dec 31, 2027 or five years from joining the Board .
- Anti-hedging/pledging: Toast prohibits directors from hedging and pledging company securities, enhancing alignment and reducing collateralization risk .
Governance Assessment
- Strengths: Non-employee appointment with explicit absence of related-party transactions; service-based RSU structure with director ownership guidelines and anti-hedging/pledging policy supports alignment .
- Board effectiveness: Deep SaaS, AI, and product-ops expertise complements Toast’s strategy; adds scale platform perspective at a pivotal growth stage .
- Committee/attendance signals: Committee assignment not yet disclosed; attendance data will be available in the next proxy cycle .
- Compensation structure: Balanced cash retainer plus time-based RSUs; director equity fully accelerates on Sale Event, which is common but should be noted for change-of-control governance optics .
- RED FLAGS: None disclosed at appointment—no Item 404(a) related-party transactions; hedging/pledging prohibited. Note potential optics around single-trigger director vesting upon Sale Event; monitor committee placement and any emerging conflicts from Atlassian/OutSystems relationships in future filings .