Hilarie Koplow-McAdams
ToastAbout Hilarie Koplow-McAdams
Independent Class I director at Toast since November 2021; age 61 as of March 31, 2025. Venture Partner at New Enterprise Associates (NEA) since December 2017; former President and earlier Chief Revenue Officer at New Relic. She serves as a director at Zendesk (continuing post its November 2022 acquisition), is a Trustee of the University of Chicago, and holds a B.A. (Mills College) and an M.A. in public policy (University of Chicago). The Board has nominated her for re‑election to a term ending at the 2028 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Relic, Inc. | President | Oct 2015 – Apr 2017 | Executive operating leadership at a public SaaS company |
| New Relic, Inc. | Chief Revenue Officer | Dec 2013 – Sep 2015 | Led global go-to-market |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New Enterprise Associates (NEA) | Venture Partner | Since Dec 2017 | Investment/board advisory across software ecosystem |
| Zendesk, Inc. | Director | Since Sep 2017 | Continues as director post-privatization in Nov 2022 |
| University of Chicago | Trustee | Since May 2020 | Nonprofit governance |
| Various private companies | Director | — | Multiple privately held boards (not itemized) |
Board Governance
- Independence: Board determined Ms. Koplow‑McAdams is independent under NYSE rules.
- Committee assignments:
- Compensation Committee member (2024; committee held 6 meetings).
- Appointed to Audit Committee effective immediately following her re‑election at the 2025 AGM (audit committee held 5 meetings in 2024). She meets NYSE audit member financial literacy/sophistication requirements.
- Attendance: In 2024 each director attended at least 75% of aggregate board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership and controls: Separate Chair/CEO structure; Audit Committee reviews related‑party transactions; anti‑hedging and anti‑pledging policy prohibits hedging and pledging by directors.
Fixed Compensation
| Year | Cash Fees ($) | Equity Award ($) | Total ($) |
|---|---|---|---|
| 2024 | 60,000 | 219,685 (RSUs) | 279,685 |
| 2023 | 59,167 | 254,234 (RSUs) | 313,401 |
Director Compensation Policy (effective 2023; unchanged for 2024–2025 except added $40k for non‑executive board chair):
- Annual board retainer: $50,000; committee member retainers: Audit $10,000, Compensation $10,000, Nominating $5,000; committee chair retainers: Audit $25,000, Compensation $20,000, Nominating $10,000; additional $40,000 for board chair or lead independent director.
Performance Compensation
| Element | Key Terms |
|---|---|
| Director Annual Grant | $225,000 RSUs each year; RSUs convert from value using trailing average price; vest on earlier of one‑year anniversary or next annual meeting; accelerates upon a “Sale Event”. |
| Initial Grant (on joining) | One‑time $400,000 RSUs, vest over three years. |
| 2024 Holdings Snapshot | Held 9,712 RSUs as of Dec 31, 2024. |
Note: Director equity is time‑based; no performance (PSU) program is disclosed for non‑employee directors.
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Context |
|---|---|---|
| Zendesk, Inc. | Director | No Toast related‑party transactions disclosed with Zendesk. |
| University of Chicago | Trustee | Nonprofit; no conflicts disclosed. |
| NEA | Venture Partner | Audit Committee oversees related‑party transactions; none disclosed involving Ms. Koplow‑McAdams. |
No related‑party transactions involving Ms. Koplow‑McAdams were disclosed; the only named related‑party item in 2024 concerned a family member of a different executive (Timothy Fredette).
Expertise & Qualifications
- SaaS operating leadership (President, CRO) with deep go‑to‑market expertise; venture investing and board experience.
- Financial literacy for audit committee service (meets NYSE requirements).
- Governance experience across public, private, and nonprofit boards.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 33,179 Class A shares; <1% of outstanding; see “* represents less than 1%” footnote. |
| RSUs held (Dec 31, 2024) | 9,712 RSUs. |
| Stock ownership guideline | Required to hold shares equal to 4x annual board cash retainer; compliance deadline is later of Dec 31, 2027 or 5 years from joining. |
| Hedging/Pledging | Prohibited by company policy. |
Compensation Structure Analysis (signals)
- Mix skewed to equity via time‑vested RSUs (alignment, retention; not performance‑conditioned).
- Year‑over‑year: Slightly lower equity grant accounting value in 2024 vs 2023 due to grant‑date pricing methodology; cash fees consistent with policy and committee service.
- Ownership alignment supported by stock ownership guidelines; deferral program available to directors (cash and RSUs) to further long‑term alignment.
Say‑on‑Pay & Shareholder Feedback (context)
- Strong support: ~97% approval at 2024 Annual Meeting; committee (of which she is a member) maintained structure consistent with stockholder feedback.
Governance Assessment
- Strengths for investor confidence:
- Independent director with material SaaS operating and GTM expertise; member of Compensation Committee and expected addition to Audit Committee (enhances oversight depth).
- Solid attendance record threshold (≥75% in 2024) and robust anti‑hedging/anti‑pledging controls.
- No disclosed related‑party transactions involving her; Audit Committee oversight of such matters.
- Strong say‑on‑pay support signals alignment of the committee’s pay practices with shareholders.
- Watch items:
- Director equity is solely time‑based RSUs (no performance conditions), a common structure but offers less direct pay‑for‑performance linkage than PSUs; mitigated by stock ownership guidelines and at‑risk equity mix.