Brian Elworthy
ToastAbout Brian Elworthy
Brian Elworthy is General Counsel (since November 2016) and Corporate Secretary (since August 2021) of Toast, Inc.; he is 44 years old, with a J.D. from Georgetown University and a B.A. from Middlebury College . During his tenure, Toast achieved 2024 GAAP net income of $19M vs. a 2023 net loss of $246M, Adjusted EBITDA of $373M vs. $61M in 2023, and 34% YoY growth in non-GAAP subscription services and financial technology solutions gross profit to $1,417M, while cumulative TSR since IPO was approximately -42% through 2024 compared to +70% for the S&P 500 IT peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ropes & Gray LLP | Associate | 2008–2014 | Corporate legal advisory supporting transactions, compliance and governance |
| inVentiv Health (now Syneos Health) | Assistant General Counsel | 2014–2016 | In-house counsel for a global health services firm; commercial contracting and risk management |
External Roles
No public company directorships or external board roles disclosed for Mr. Elworthy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 359,649 | 376,029 | 391,221 (raised from $380,500 to $394,769 effective Apr 1, 2024) |
| Target Bonus % | — | 50% | 60% |
| Actual Bonus Paid ($) | 160,463 | 139,277 | 306,467 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|---|
| Annual Bonus Funding | Non-GAAP Subscription + FinTech Gross Profit (“RGP”) | 70% | Not disclosed | Between target and maximum | 140% | Financial results from acquisitions excluded for funding |
| Annual Bonus Funding | Adjusted EBITDA | 30% | Not disclosed | Exceeded target (met maximum) | 125% | Stretch caps at 125% |
| Funding Outcome | Combined | 100% | — | — | 136% | Interpolated by metric and weight |
| Individual Modifier | MBO Multiplier | — | — | 96% | Applies to funded bonus | H1/H2 objectives averaged |
| 2024 Bonus Result | Cash Payout ($) | — | $234,733 target (pro-rated) | — | 131% of target | Approved payout $306,467 |
Vesting/Payment: Paid annually after year-end under the Senior Executive Cash Incentive Bonus Plan .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 1,103,692 Class A shares (<1% ownership) |
| Ownership Breakdown | 209,206 Class A directly; 78,736 Class A in Brian Elworthy Irrevocable Trust (2019); 804,878 options exercisable within 60 days; 10,872 RSUs releasable within 60 days |
| 2024 Grants (Mar 11, 2024) | 117,281 stock options ($24.65 exercise price); 63,826 RSUs; both vest in 16 equal quarterly installments over 4 years following Apr 1, 2024 |
| 2024 Year-End Outstanding (Select) | 3/11/2024 option: 14,660 exercisable / 102,621 unexercisable at $24.65; 3/11/2024 RSUs: 55,848 unvested (MV $2,035,660 at $36.45) |
| Insider Trading | Adopted Rule 10b5-1 plan on Aug 19, 2025 to sell up to 61,500 Class A shares; expires May 15, 2026 |
| 2024 Exercises/Vesting | Exercised 322,745 options (value realized $9,420,589); 35,512 RSUs vested (value $885,921) |
| Anti-Hedging/Pledging | Company policy prohibits hedging, using Toast securities for margin, and pledging as collateral |
| Ownership Guidelines | Execs (non-CEO/founders) must hold the lesser of 15,000 shares or 2x base salary by Dec 31, 2027; counts direct and certain vested DSUs |
| 10b5-1 Practices | Company encourages pre-planned sales via 10b5-1; executive officers are required to use 10b5-1 for stock sales |
Employment Terms
| Scenario | Cash Severance | Health Benefits | Equity Acceleration | Notes |
|---|---|---|---|---|
| Termination without Cause (outside CIC) | $629,502 | — | $5,305,154 (12 months of time-based awards) | 12 months salary continuation; prorated target bonus; 12 months COBRA contribution eligibility per policy |
| Termination without Cause or for Good Reason (within CIC) | $1,178,985 | — | $9,980,389 (full acceleration of time-based awards) | 1.5x (salary + target bonus) lump sum; prorated target bonus; up to 18 months COBRA contributions per policy |
| Clawback Policy | — | — | — | SEC-compliant clawback applies to incentive compensation earned in prior 3 years in event of required restatement |
| 280G/Gross-ups | — | — | — | No excise tax gross-ups; “best net” cutback if excise tax would apply |
Trigger definitions and exact severance mechanics under the Toast, Inc. Severance and Change in Control Policy; CEO terms differ (not applicable to Elworthy) .
Compensation Peer Group (for benchmarking context)
Toast’s compensation committee uses a peer group (reviewed with Compensia) including firms such as Affirm, BILL, Datadog, DoorDash, Dynatrace, Etsy, HubSpot, MongoDB, Paycom, Paylocity, Procore, PTC, Shift4, Smartsheet, The Trade Desk, Twilio, Unity, ZoomInfo; no changes were made in the July 2024 refresh for 2025 decisions . Say-on-Pay approval was ~97% in 2024, indicating strong shareholder support for the program .
Performance & Track Record
- Company operating performance improved materially in 2024 (GAAP net income $19M; Adjusted EBITDA $373M; non-GAAP gross profit $1,417M), supporting above-target bonus funding; TSR since IPO remains below S&P IT peers, indicating stock underperformance in the period .
- Insider activity: 2024 option exercises by Elworthy (322,745 shares; $9.4M value realized) and a 10b5-1 plan in 2025 for up to 61,500 shares suggest ongoing liquidity management and potential selling cadence into 2026 .
Compensation Structure Analysis
- Year-over-year mix remains equity-heavy: 2024 equity grants ($1.57M RSUs; $1.71M options grant-date fair values) vs. salary ($391k) and bonus ($306k) reinforce at-risk, long-term alignment .
- Shift to split options/RSUs (60%/40% value) with quarterly vesting balances performance linkage (options) and retention (RSUs) amid market volatility .
- No option repricing, no hedging/pledging, and clawback adoption mitigate governance risk .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (reduces misalignment risk) .
- Tax gross-ups: None (shareholder-friendly) .
- Option repricing: Not permitted .
- Insider selling pressure: Active 2024 exercises and 2025 10b5-1 plan indicate potential ongoing sales, but under structured plans designed to mitigate insider trading risk .
- Related party transactions: None reported for Elworthy .
Equity Ownership & Alignment (Detailed)
| Item | Value |
|---|---|
| Beneficial Class A shares | 1,103,692 (<1%) |
| Direct Class A | 209,206 |
| Trust Class A | 78,736 |
| Options exercisable within 60 days | 804,878 |
| RSUs releasable within 60 days | 10,872 |
| Stock ownership guideline | Lesser of 15,000 shares or 2x salary by 12/31/2027 |
| Anti-pledging / hedging | Prohibited |
Employment Terms (Key Provisions)
| Provision | Outside CIC | Within CIC |
|---|---|---|
| Salary continuation / Lump sum multiple | 12 months salary continuation + prorated target bonus | 1.5x (salary + target bonus) lump sum + prorated target bonus |
| Health benefits | Up to 12 months COBRA contribution eligibility | Up to 18 months COBRA contribution eligibility |
| Equity acceleration | 12 months of time-based awards | Full acceleration of time-based awards |
| 280G | “Best net” cutback; no gross-ups | “Best net” cutback; no gross-ups |
| Clawback | Applies as described | Applies as described |
Investment Implications
- Alignment: Heavy equity mix, quarterly vesting, and strict anti-pledging/hedging support long-term alignment; ownership guidelines add discipline .
- Incentive quality: Bonus metrics tied to RGP and Adjusted EBITDA with rigorous thresholds and capped payouts show a credible pay-for-performance design; 2024 payout at 131% of target reflects strong execution .
- Selling pressure: Significant 2024 option exercises and a 2025 10b5-1 plan for up to 61,500 shares point to potential continued supply; however, structured plans and strong company profitability mitigate signal risk .
- Change-of-control: Double-trigger economics with 1.5x cash and full time-based equity acceleration are standard; no gross-ups reduce governance concerns .
- Stock performance vs. operations: Despite robust operational gains, TSR lagged peers; monitor whether compensation metrics and equity realization increasingly link to shareholder returns over time .