Deval Patrick
ToastAbout Deval L. Patrick
Deval L. Patrick (age 68) is an independent Class III director of Toast, Inc., serving since February 2021. He is Senior Partner at The Vistria Group (Senior Advisor Jan–Nov 2024), and professor of the practice of public leadership and co-director of the Center for Public Leadership at Harvard Kennedy School since February 2022. He holds a B.A. in English and American Literature from Harvard College and a J.D. from Harvard Law School. His public- and private-sector leadership spans impact investing (Bain Capital Double Impact) and governance roles across technology and healthcare companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Massachusetts | Governor | Jan 2007 – Jan 2015 | Executive leadership of state governance |
| Bain Capital Double Impact Fund | Founder & Managing Partner | Apr 2015 – Dec 2019 | Led impact investing strategy |
| Bain Capital LLC | Senior Advisor | Mar 2021 – Dec 2023 | Strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Vistria Group | Senior Partner | Current (Senior Advisor Jan–Nov 2024) | Private impact investment firm |
| Harvard Kennedy School | Professor; Co-Director, Center for Public Leadership | Since Feb 2022 | Academic governance and leadership |
| Twilio Inc. | Director | Since Jan 2021 | Cloud communications platform |
| American Well Corp. (Amwell) | Director | Jun 2015 – Dec 2019; Apr 2020 – Jun 2024 | Telemedicine |
| Cerevel Therapeutics | Director | Jan 2021 – Jul 2024 (acquired by AbbVie) | Neuroscience biopharma |
| Environmental Impact Acquisition Corp. | Director | Jan 2021 – Feb 2022 | SPAC focused on sustainability |
| Global Blood Therapeutics | Director | Apr 2015 – Nov 2019; May 2020 – Oct 2022 (acquired by Pfizer) | Sickle-cell therapies |
| Charitable Boards | Member | Ongoing | Several charitable boards |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not a member of Audit or Compensation committees.
- Independence: Board determined Patrick is independent under NYSE listing standards.
- Attendance: In FY2024, each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Nominating & Corporate Governance Committee scope (chaired by Patrick): board/committee composition and evaluations; ESG oversight; CEO succession planning; governance guidelines and ethics code.
- Anti-hedging/pledging policy: Prohibits short sales, derivatives/hedging, margin use, and pledging of Toast securities.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Chair retainer | $10,000 | Committee chair fee |
| Total cash fees earned (2024) | $60,000 | Reported in director comp table |
| Additional chair/lead independent director retainer | N/A | Applies to Board Chair or LID ($40,000); not applicable to Patrick |
Performance Compensation
| Equity Award (2024) | Units | Grant-Date Fair Value | Vesting | Deferral |
|---|---|---|---|---|
| Annual RSU grant | 9,712 | $219,685 | Vests on earlier of 1-year anniversary or next annual meeting | Patrick elected to defer all 9,712 RSUs upon vesting |
- Director equity program: Initial RSU grant of $400,000 at board appointment (3-year annual vesting); annual RSU grants of $225,000 thereafter, converted using trailing average price; time-based vesting only (no performance metrics).
Other Directorships & Interlocks
- Twilio interlock: Twilio Inc. is included in Toast’s compensation peer group used for benchmarking executive pay; Patrick serves on Twilio’s board, which can present a perceived benchmarking interlock. Toast mitigates compensation governance risks via an independent compensation committee and independent consultant (Compensia).
- Compensation committee interlocks: None disclosed involving Toast’s executives and other entities’ boards/compensation committees.
Expertise & Qualifications
- Public leadership and governance (former Governor of Massachusetts).
- Impact investing and private equity (Vistria; Bain Capital Double Impact).
- Technology and healthcare board experience (Twilio, Amwell, Cerevel, GBT).
- Academic governance (Harvard Kennedy School).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A shares) | 13,260; <1% |
| RSUs held as of Dec 31, 2024 | 9,712 (director annual grant outstanding) |
| Hedging/Pledging | Prohibited by company policy |
| Director stock ownership guideline | Required to hold ≥4× annual Board cash retainer; compliance deadline is later of Dec 31, 2027 or 5 years from joining (Dec 31, 2027 for Patrick) |
| Deferred compensation | Eligible to defer cash retainers and RSUs; his RSUs are deferred upon vesting |
Governance Assessment
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Strengths:
- Independent director and chair of Nominating & Corporate Governance, with explicit oversight of ESG, board evaluations, and CEO succession, enhancing governance effectiveness.
- Meets attendance expectations and participated in the annual meeting, indicating engagement.
- Director compensation structure emphasizes equity alignment; RSUs are time-based and he elected deferral, aligning with long-term focus.
- Robust trading policy prohibits hedging/pledging; formal ownership guidelines for directors.
- Strong investor support for pay practices (97% Say-on-Pay approval in 2024), a positive signal for governance.
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Potential red flags/monitoring points:
- Benchmarking interlock: Twilio is a compensation peer while Patrick sits on Twilio’s board; although compensation decisions are made by an independent committee/consultant, peer group intersection warrants monitoring for perceived conflicts.
- Outside commitments: Multiple external roles (Vistria, Twilio, academic post) may raise time-allocation questions; however, his committee held three meetings in FY2024 and board attendance thresholds were met.
- Ownership alignment: Beneficial share count is modest in absolute terms; compliance with the 4× retainer guideline is required by Dec 31, 2027, with deferred RSUs counting toward guidelines.
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Related-party transactions: None disclosed involving Patrick; the only 2024 related-party disclosure involved a non-executive employee related to another director.
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Regulatory/filings compliance: No Section 16 reporting issues disclosed for Patrick; one late Form 4 noted for a different director due to administrative error.