Mark Hawkins
ToastAbout Mark Hawkins
Mark Hawkins (age 65) is Toast’s independent Board Chair, serving since January 2024; he joined Toast’s board in April 2020 and was Lead Independent Director from November 2021 to December 2023. He is an audit committee financial expert and serves as Audit Committee Chair and Compensation Committee member; the board has affirmatively determined he is independent under NYSE rules. He holds an MBA in Finance from the University of Colorado, a BA from Michigan State University, and completed the Advanced Management Program at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce | President & CFO; EVP & CFO; CFO Emeritus Advisor | EVP & CFO Aug 2014–2017; President & CFO Aug 2017–Feb 2021; Emeritus Advisor Feb–Nov 2021 | Senior finance leadership; public company experience |
| Autodesk | CFO & EVP | Not disclosed | Led finance and operations |
| Logitech | CFO & SVP Finance & IT | Not disclosed | Led finance/IT functions |
| Dell | Various positions | Not disclosed | Technology operating experience |
| Hewlett-Packard | Various positions | Not disclosed | Technology operating experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Cloudflare, Inc. | Director | Since June 2022 | Current public company board |
| Workday, Inc. | Director | Since Feb 2023 | Current public company board |
| SecureWorks Inc. | Director | Apr 2016–Feb 2025 | Board service ended upon acquisition by Sophos, Inc. |
Board Governance
- Leadership structure: Toast separates Chair and CEO roles; Hawkins serves as Board Chair and Narang as CEO, which the Board believes enhances oversight and accountability .
- Independence: The Board determined Hawkins is independent per NYSE standards after reviewing relationships and related-party transactions .
- Committee assignments: Audit Committee (Chair: Hawkins; members Bell and Yuan; Koplow‑McAdams appointed post‑meeting), Compensation Committee (Chair: Chapman‑Hughes; members Bennett, Koplow‑McAdams, Hawkins), Nominating & Corporate Governance (Chair: Patrick; members Bennett, Chapman‑Hughes) .
- Audit financial expert: The Board designated Hawkins as an audit committee financial expert under Item 407(d) of Regulation S‑K .
- Attendance: In FY2024 the Board met five times; every director attended at least 75% of Board/committee meetings and all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee held five meetings; Compensation Committee held six meetings in FY2024 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Toast securities by directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – Board member | $50,000 | Paid quarterly |
| Additional cash retainer – Board Chair | $40,000 | Added Nov 2023; same amount as former Lead Independent Director retainer |
| Audit Committee Chair | $25,000 | Annual retainer |
| Compensation Committee member | $10,000 | Annual retainer |
| Nominating & Governance Committee member | $5,000 | Annual retainer |
| Equity – Annual RSU grant value | $225,000 | Vests by next annual meeting or 1‑year anniversary; accelerates on “Sale Event” |
| Equity – Initial RSU grant value | $400,000 | For new directors; vests in equal annual tranches over 3 years |
| Annual compensation cap | $1,200,000 | Combined cash + equity cap per year |
Non-employee director compensation (Hawkins):
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 125,000 | 254,234 | 379,234 |
| 2024 | 125,000 | 219,685 | 344,685 |
Performance Compensation
- Toast does not use performance-based pay for directors; equity grants are RSUs with time-based vesting only (no PSU/option grants to non-employee directors). RSU grant sizing uses a 90‑day average price; vesting accelerates on qualifying “Sale Event” under the 2021 Plan .
- Clawback: The SEC-compliant clawback policy applies to executive officers’ incentive-based compensation; it does not extend to non-employee director time-based RSUs .
RSU vesting parameters:
| Award Type | Value Basis | Vesting | Accelerated Vesting |
|---|---|---|---|
| Director Annual RSU | $225,000 divided by 90‑day average price | Earlier of 1‑year anniversary or next annual meeting | Fully vests upon “Sale Event” if service continues through date |
| Director Initial RSU | $400,000 divided by 90‑day average price | Equal annual installments over 3 years | Fully vests upon “Sale Event” if service continues through date |
Other Directorships & Interlocks
| Organization | Relationship to Toast | Potential Interlock/Conflict Notes |
|---|---|---|
| Cloudflare, Inc. | Hawkins is a director | No Toast-related transactions disclosed; Board deemed Hawkins independent after reviewing relationships . |
| Workday, Inc. | Hawkins is a director | No Toast-related transactions disclosed; Board deemed Hawkins independent after reviewing relationships . |
| SecureWorks Inc. | Former director | Service ended Feb 2025; no Toast-related transactions disclosed . |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive CFO experience at Salesforce, Autodesk, and Logitech .
- Technology and operating experience: Senior roles at leading tech firms (Salesforce, Dell, HP) relevant to Toast’s SaaS/fintech profile .
- Governance leadership: Served as Lead Independent Director (Nov 2021–Dec 2023), now Board Chair, signaling strong board oversight credentials .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Ownership | Notes |
|---|---|---|---|---|
| Mark Hawkins | 86,892 | — | <1% | Includes shares and RSUs releasable within 60 days where applicable; Class B not held . |
| RSUs held (12/31/2024) | 9,712 | — | N/A | RSUs outstanding as of year-end 2024 . |
| Ownership policy | N/A | N/A | N/A | Directors must hold shares equal to 4× annual Board cash retainer; compliance deadline is later of Dec 31, 2027 or 5 years from joining the Board . |
| Hedging/Pledging | N/A | N/A | N/A | Hedging and pledging of Toast stock prohibited for directors . |
Fixed Compensation Analysis (Mix and Trends)
- Mix: In 2024, Hawkins’ compensation was ~36% cash ($125k) and ~64% equity ($219,685), reflecting alignment with stockholder interests via equity-heavy design .
- Trend: Equity grant accounting value decreased year-over-year ($254,234 in 2023 to $219,685 in 2024), while cash fees remained constant; change likely reflects grant-date valuation mechanics tied to share pricing averages, not reduced engagement .
Compensation Committee Analysis
- Composition and independence: Hawkins serves alongside independent directors Bennett and Koplow‑McAdams; Chair is Chapman‑Hughes .
- Consultant usage: Committee retained Pay Governance (through June 2023) and Compensia (starting July 2023); annual independence reviews found no conflicts .
- Governance practices: Stock ownership guidelines for directors and executives, anti‑hedging/pledging policy, annual say‑on‑pay, and clawback policy for executives .
Governance Assessment
- Board effectiveness: Separation of Chair/CEO roles and Hawkins’ audit expertise support strong oversight of financial reporting, risk, and enterprise controls; committee structures and meeting cadence indicate active governance .
- Independence and conflicts: The Board’s independence determination for Hawkins and audit committee oversight of related-party transactions mitigate conflict risks; no Hawkins-related transactions are disclosed .
- Alignment and engagement: Equity-heavy director pay, ownership guidelines, and attendance metrics suggest alignment and engagement; anti‑pledging policy reduces misalignment risks .
- Shareholder signals: Prior say‑on‑pay received ~98% support (2023), reinforcing confidence in compensation governance; Hawkins sits on the compensation committee recommending CD&A inclusion .
RED FLAGS: No pledging/hedging and independence determination lower conflict risk; multiple external public boards (Cloudflare, Workday) merit monitoring for overboarding/time commitments, though attendance and committee participation remained acceptable in FY2024 .