Kent Bennett
ToastAbout Kent Bennett
Independent Class II director at Toast since December 2015 (age 47 as of March 31, 2025), venture investor and Partner at Bessemer Venture Partners since 2013 (investment professional since 2008). Education: MBA, Harvard Business School; BS, Systems Engineering, University of Virginia . Board tenure ~9.5 years; determined independent by Toast’s Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Partner; investment professional | Partner since 2013; at BVP since 2008 | Serves on boards of various privately held companies |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Various privately held companies | Director | Private | Toast discloses service on boards of various privately held companies; no public boards disclosed |
Board Governance
- Independence: Toast’s Board determined Mr. Bennett is independent under NYSE rules .
- Committee assignments: Member—Compensation; Member—Nominating & Corporate Governance; no chair roles .
- Attendance and engagement: In 2024, Board held 5 meetings; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels: Compensation Committee held 6 meetings in 2024 ; Nominating & Corporate Governance Committee held 3 meetings .
- Anti-hedging/pledging policy: Toast prohibits hedging, margin pledges, or pledging of Toast securities by directors .
Fixed Compensation
| Component | Amount ($) | Source |
|---|---|---|
| Board annual cash retainer | 50,000 | Director Compensation Policy |
| Compensation Committee member fee | 10,000 | Director Compensation Policy |
| Nominating & Corporate Governance Committee member fee | 5,000 | Director Compensation Policy |
| 2024 Cash Fees Earned | 65,000 | Non-Employee Director Compensation Table (matches fee components) |
Performance Compensation
| Grant Type | 2024 Grant Value ($) | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | 219,685 | Vests by the earlier of 1 year from grant or next annual meeting | Director Annual Grant sized at $225,000 policy; 2024 award fair value shown for Bennett |
Directors receive time-based RSUs only; no performance metrics are used for director equity awards .
Other Directorships & Interlocks
- Affiliation with significant stockholder: Entities affiliated with Bessemer Venture Partners held 5,130,529 Class B shares (6.4% of Class B; 3.9% voting power); Mr. Bennett disclaims beneficial ownership except to the extent of his pecuniary interest via indirect interest in BVP entities .
- Assignment of director grant proceeds: Bennett agreed to assign to Deer Management Co., LLC the right to any shares issuable pursuant to his director grant (9,712 RSUs as of 12/31/2024) or any sale proceeds thereof, indicating potential external economic interest alignment with BVP’s GP (Deer) .
Expertise & Qualifications
- Venture capital and technology company expertise; director experience at private tech companies; MBA (HBS) and BS (UVA) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned | 385,994 | <1% of Class A; includes RSUs/option shares exercisable within 60 days per SEC methodology |
| RSUs outstanding at 12/31/2024 | 9,712 | As disclosed in director compensation notes |
| Shares pledged | None disclosed; pledging prohibited by policy | |
| Director ownership guideline | 4x annual Board cash retainer (currently $200,000) | Compliance allowed until later of Dec 31, 2027 or 5 years from joining Board; counts direct/beneficial and vested deferred stock units |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2025-06-10 | Sale (Class A) | 9,712 | 43.14 | 534,167 | https://www.sec.gov/Archives/edgar/data/1650164/000095017025084506/0000950170-25-084506-index.htm |
| 2025-06-13 | Award (RSUs) | 5,256 | 0.00 | 5,256 (RSUs indicated as indirect) | https://www.sec.gov/Archives/edgar/data/1650164/000095017025087574/0000950170-25-087574-index.htm |
Governance Assessment
- Committee roles and effectiveness: Active member on two key committees (Compensation; Nominating & Corporate Governance) with regular meeting cadence—supports governance oversight and pay practices, including clawback and stock ownership policy compliance .
- Independence and attendance: Classified independent; attended at least 75% of meetings; attended annual meeting—adequate engagement .
- Compensation alignment: Director pay is modest and market-competitive; cash fees align precisely with committee memberships; equity is time-based RSUs—no short-term performance incentives, consistent with independent oversight role .
- Say-on-pay signal: 2024 say-on-pay support ~97%, indicating favorable shareholder view of compensation governance broadly at Toast .
- RED FLAGS and risk indicators:
- BVP significant ownership plus Bennett’s role on Compensation and Nominating committees may pose perceived conflict risks; Board affirms independence, and related-party reviews are overseen by Audit Committee .
- Assignment of RSU proceeds to Deer Management Co., LLC (BVP GP) is unusual for a director and may impact perceived personal alignment; disclosure mitigates opacity but warrants monitoring .
- Late Section 16(a) Form 4 filing reported for Bennett due to administrative error—minor compliance lapse but disclosed .
- Policies mitigating risk: Anti-hedging/pledging; clawback policy; director stock ownership guidelines; Audit Committee review of related-party transactions .
No Bennett-specific related-party transactions with Toast were disclosed beyond ownership affiliations; no loans or family transactions noted for Bennett; Audit Committee reviews related-party matters >$120k .