Paul Bell
ToastAbout Paul Bell
Independent Class I director of Toast, Inc. since June 2017; age 64 (as of March 31, 2025). Background: Operating Partner at Lead Edge Capital since July 2013; previously President of various business units at Dell. Education: MBA (Yale University); BS and BA (Pennsylvania State University). Tenure on Toast’s board ~8 years; nominated for re‑election to a term ending at the 2028 annual meeting. Independence confirmed under NYSE rules.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lead Edge Capital | Operating Partner | Since July 2013 | Venture/operating investor; governance and growth expertise for tech companies. |
| Dell Inc. | President of various business units | Prior to 2013 (dates not disclosed) | Senior operating leadership in large-cap technology. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Several private companies | Director | Not disclosed | Serves on boards of private companies; specific names not disclosed. |
Board Governance
- Board class/tenure: Class I director; term expired 2025 and nominated for a new term to 2028.
- Committee assignments: Audit Committee member; not listed as Compensation or Nominating & Corporate Governance member. Audit Committee report signed by Paul Bell (confirming membership).
- Independence: Board determined Bell is “independent” under NYSE standards.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in fiscal 2024; all directors attended the 2024 annual meeting.
- Board leadership: Chairperson is Mark Hawkins; CEO Aman Narang (separate roles).
- Trading/pledging policy: Company prohibits hedging and pledging of Toast securities by directors.
Fixed Compensation
Non-Employee Director Compensation Policy (cash retainers):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Paid quarterly; prorated for partial years. |
| Chairperson or Lead Independent Director add-on | $40,000 | Chair add-on approved Nov 2023; equal to LID add-on. |
| Audit Committee chair | $25,000 | Additional annual retainer. |
| Audit Committee member (non-chair) | $10,000 | Additional annual retainer. |
| Compensation Committee chair | $20,000 | Additional annual retainer. |
| Compensation Committee member | $10,000 | Additional annual retainer. |
| Nominating & Governance chair | $10,000 | Additional annual retainer. |
| Nominating & Governance member | $5,000 | Additional annual retainer. |
Paul Bell – actual director compensation:
| Year | Fees Earned (Cash) | Stock Awards (Grant Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $60,000 | $219,685 | $279,685 |
| 2023 | $60,000 | $254,234 | $314,234 |
- Program structure: No meeting fees; aggregate annual director compensation capped at $1,200,000.
- Deferred Compensation Program: Non-employee directors may elect to defer cash retainers and/or RSUs; conversions to deferred stock units at vesting. (No specific election disclosed for Bell.)
Performance Compensation
- Equity form/mix: Annual RSU grant for non-employee directors valued at $225,000; initial RSU grant at $400,000 upon first election.
- RSU grant sizing: Director annual RSUs determined by dividing grant value by trailing 90-trading-day average closing price prior to grant date (policy as applied to 2024 grants).
- Vesting: Annual RSU vests on earlier of one-year anniversary or next annual meeting; initial RSU vests in substantially equal annual installments over three years, subject to continued service.
Paul Bell – RSU and vesting detail:
| Item | 2024 | Vesting/Notes |
|---|---|---|
| Annual Director RSU grant (policy value) | $225,000 (policy) | Vests by next annual meeting or one-year anniversary. |
| Stock awards recorded (grant-date fair value) | $219,685 | Accounting value; actual units based on pricing formula. |
| RSUs held at 12/31 | 9,712 units (2024) | As of 12/31/2024; prior year 11,593 units (2023). |
Note: Non-employee director equity is time-based (no performance metrics are tied to director compensation).
Other Directorships & Interlocks
- No public company directorships disclosed for Bell; private company directorships noted generically.
- No related-party transactions disclosed involving Bell or Lead Edge Capital. (Company’s related party section lists none for Bell.)
Expertise & Qualifications
- Technology operations executive experience (Dell) and venture/operating partner experience (Lead Edge Capital).
- Brings executive, managerial, and business experience in technology and venture capital; valued by Board.
Equity Ownership
| Metric | As of 3/31/2024 | As of 3/31/2025 | Notes |
|---|---|---|---|
| Class A shares beneficially owned | 229,087 | 240,680 | <1% ownership each year. |
| RSUs outstanding (as of 12/31) | 11,593 (2023) | 9,712 (2024) | Director RSUs vest per policy. |
Ownership alignment policies:
- Director stock ownership guideline: 4x annual Board cash retainer (i.e., 4 × $50,000); compliance deadline is later of Dec 31, 2027 or 5 years from date joined the Board.
- Anti-hedging and anti-pledging: Hedging and pledging of Toast securities prohibited for directors.
Governance Assessment
- Committee effectiveness: As Audit Committee member, Bell participates in oversight of financial reporting, internal controls, and related-party review; Audit Committee report is signed by Bell (indicating active engagement). Positive signal for financial oversight quality.
- Independence & attendance: Independence affirmed; attendance ≥75% for Board/committees; annual meeting attendance confirmed. Positive.
- Compensation mix: Balanced cash retainer plus time-based RSUs; no performance-based elements for directors; equity vests over short annual cycle supporting alignment while avoiding risky incentives. Neutral-to-positive.
- Ownership alignment: Material beneficial holdings with formal ownership guidelines; anti‑hedging/pledging policy reduces alignment risk. Positive.
- Other roles/conflicts: Venture/operating partner background (Lead Edge Capital) could create potential informational interlocks in some contexts; however, no related-party transactions disclosed for Bell; audit committee reviews related-party transactions. Neutral.
- Shareholder signals: Say-on-pay support high (97% in 2024; 98% in 2023), indicating broad investor confidence in compensation governance, though applies to executive pay rather than director pay. Positive.
RED FLAGS
- None disclosed specific to Bell: no pledging/hedging, no related-party transactions, no attendance shortfalls reported.
Overall, Paul Bell appears to be an engaged, independent audit committee member with relevant operating and investment expertise, aligned through equity ownership and subject to conservative trading and ownership policies. The absence of related-party exposure and the company’s strong pay governance signals support investor confidence.