Susan Chapman-Hughes
ToastAbout Susan Chapman-Hughes
Independent director of Toast, Inc. since February 2021; age 56 as of March 31, 2025. Former Executive Vice President at American Express leading Digital Capabilities, Transformation and Operations (2018–2021), and prior senior roles since 2010. Education: MBA (University of Wisconsin–Madison), Master’s in Regional Planning (University of Massachusetts Amherst), BS in Engineering (Vanderbilt). Tenure on Toast’s board: Class II director with term expiring at the 2026 annual meeting; core credentials in payments, digital transformation, and public-company governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express | EVP, Global Head of Digital Capabilities, Transformation & Operations | Feb 2018 – Feb 2021 | Led enterprise digital transformation and operations; deep fintech/payments expertise |
| American Express | SVP, U.S. Large Market, Global Corporate Payments | Dec 2014 – Feb 2018 | Commercial payments leadership; enterprise client focus |
| American Express | Various roles | 2010 – 2014 | Progressive leadership in corporate payments |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The J.M. Smucker Company | Director | Aug 2020 – Present | Public company board experience (consumer staples) |
| Potbelly Corporation | Director | May 2014 – Jun 2020 | Restaurant industry governance exposure |
| Acumentus | Founder & Managing Partner | Current | Management consulting — strategic and operational expertise |
Board Governance
- Independence: Determined independent under NYSE standards; serves only as a non-employee director.
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee Member.
- Attendance: The board held five meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Compensation committee governance: Utilizes an independent consultant (Compensia), maintains clawback and stock ownership guidelines, and oversees CEO/non-employee director compensation and executive officer pay; six meetings in 2024.
- Say-on-pay signal: 2024 say-on-pay approval ~97%; no structural changes made as a result.
Fixed Compensation
| Year | Cash Retainer ($) | Components (Board/Chair/Committee) | Equity ($ grant-date fair value) | Total ($) |
|---|---|---|---|---|
| 2023 | 75,000 | Board $50k; Comp Chair $20k; Nominating Member $5k | 254,234 | 329,234 |
| 2024 | 75,000 | Board $50k; Comp Chair $20k; Nominating Member $5k | 219,685 | 294,685 |
Notes:
- Director Annual RSU grant policy: $225,000 at grant; number of RSUs based on 90-trading-day average prior to grant; vests by next annual meeting or one year.
- Deferred Compensation Program (effective 1/1/2024) allows deferral of cash retainers and Director Annual Grants; RSUs convert to deferred stock units upon vesting.
Performance Compensation
| Element | Performance Metric(s) | Weighting | Vesting/Trigger | Detail |
|---|---|---|---|---|
| Director RSUs | None (time-based) | N/A | Vests by next annual meeting or one-year anniversary | Annual RSU grant value $225k; deferrable to DSUs under Deferred Compensation Program |
| Options/PSUs | Not applicable | N/A | N/A | No director options or PSUs disclosed |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Exposure |
|---|---|---|
| The J.M. Smucker Company | Consumer Staples | No Toast-related transactions disclosed; standard public board interlock |
| Potbelly Corporation (prior) | Restaurants | No Toast-related transactions disclosed during reported period |
- Related-party transactions: Toast’s proxy discloses one related-party transaction involving a family member of another executive; no transactions involving Susan Chapman-Hughes were disclosed.
Expertise & Qualifications
- Payments and fintech operations leadership from American Express, including large-market corporate payments and enterprise digital transformation.
- Public-company board experience across consumer and restaurant sectors; founder/operator of a consulting firm.
- Education: MBA (Real Estate Finance and Urban Land Economics), Master’s in Regional Planning, BS in Engineering.
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Voting Power | RSUs Outstanding |
|---|---|---|---|---|
| Susan Chapman-Hughes | 30,530 | — | <1% | 9,712 as of 12/31/2024; elected to defer upon vesting |
Ownership alignment and policies:
- Director stock ownership guideline: Required to own shares equal to 4x annual board cash retainer; compliance deadline is the later of Dec 31, 2027 or five years from joining (thus Dec 31, 2027 for a 2021 join date).
- Anti-hedging/pledging: Prohibits hedging and pledging of Toast securities.
- Deferred equity: Elected to defer 9,712 RSUs upon vesting, indicating long-term horizon alignment.
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Chapman-Hughes oversees independent consultant engagement, clawback administration, stock ownership compliance, and alignment of pay practices; committee met six times in 2024, indicating active oversight.
- Independence and conflict profile: Classified independent; no related-party transactions disclosed involving her; anti-hedging/pledging and ownership guidelines strengthen alignment.
- Engagement/attendance: Board and committee attendance thresholds met, and annual meeting attendance confirmed, supporting engagement.
- Compensation alignment signals: Modest director cash retainers matched to roles; time-based RSUs with deferral option (no performance-linked equity for directors, consistent with market norms); strong say-on-pay outcomes (~97%) signal investor confidence in compensation governance.
RED FLAGS: None disclosed specific to Chapman-Hughes. No related-party transactions, hedging/pledging is prohibited, and independence affirmed. Continued monitoring warranted for any evolving interlocks or changes in director compensation structure.