ANNUAL
REPORT
Notice & Proxy Statement 2025
Generated $4.46 billion in revenue.
Reduced our outstanding shares by 16%.
Increased annual free cash flow by nearly
$1 billion since 2022.1
Completed $3 billion share repurchase authorization,
repurchasing over $2.3 billion in 2024 alone.
9% organic revenue growth year-over-year.1
Achieved GAAP operating profitability
for the first time in Q4’24.
1. Organic revenue growth and free cash flow are non-GAAP financial measures.
See Appendix D of our Proxy Statement for non-GAAP definitions and reconciliations.
FINANCIAL
HIGHLIGHTS FOR 2024
LEADING BRANDS
POWERED BY TWILIO
Shareholders, customers,
partners, and Twilions:
Twilio has always been a
company of and for builders,
driven by innovators who turn
ideas into reality.
Our essential value is to give our
customers the freedom to build
innovative, digital engagement
experiences that create tighter,
more valuable connections
between our customers and
their consumers.
Since we were founded in 2008, we’ve
empowered businesses all over the world
to innovate through every major technology
and business model transition, starting with
the advent of mobile when we embedded
digital communications into mobile apps. The
gig economy later relied on us for distributed
services. Companies during the pandemic looked
to Twilio to power their digital communications
strategies as they were forced to transform
overnight. And today, as AI drives another major
inflection point across industries, we’re once
again at the center of the technology value chain,
helping our hundreds of thousands of active
customer accounts capitalize on the profound
shifts in the age of AI. Our success means that
we can continue to power innovation and growth
for the businesses that rely on us, even through
immense change in the world around us.
Khozema
Shipchandler
CEO of Twilio
In the past, we had to access the Internet through
search browsers and applications. Now, the new
medium for accessing the internet is agentic
and increasingly, conversational AI - the most
natural, human way of sharing information. And
as agentic AI gains traction, we’re utilizing the
communications channels we’re known for, plus
contextual customer data to help businesses
create personalized digital interactions to increase
their revenue, decrease their cost and improve the
overall consumer experience.
2024 was a transformative year for Twilio. We
rebuilt the foundation of the company, accelerated
our innovation engine with focused bets informed
by what our customers want, and embedded
financial discipline and operational rigor as core
principles with which we run the business. Today,
we’re a stronger and more resilient company. And
our 2024 results are a testament to the progress
we’ve made. We reaccelerated revenue growth
to double digits, delivered our first-ever quarter
of GAAP operating profitability, and continued
to generate meaningful levels of free cash flow,
while reducing our stock based compensation
and outstanding share count. With a stronger
balance sheet, focused strategy and ambitious
targets of 21-22% non-GAAP operating margins
for 20271 and $3B+ in cumulative free cash flow
from 2025 through 2027,1 we are demonstrating
our commitment to unlock more value for our
customers and our shareholders.
1. Free cash flow and non-GAAP operating margin are non-GAAP financial measures.
See Appendix D of our Proxy Statement for non-GAAP definitions and reconciliations.
Wearing Our Customers Shoes
Customers fuel us and we build for them. We are proud to serve over 325,0001 customers and more
than 10 million developers2 from a wide variety of industries, all over the world, who trust us with their
most critical communications and data workloads. We relentlessly innovate on their behalf, combining
communications, contextual data, and AI to yield increasingly more return on investment for them.
Our customers represent 84% of the Fortune 500 and 54% of the Global 2000.2 Our ecosystem also
includes over 3,000 partners including Independent Software Vendors (ISVs) such as Zendesk, Klaviyo,
Braze, Postscript, and Insider; technology partners such as Microsoft, AWS, and Google Cloud; and
systems integrators like Accenture and Deloitte.2 Many of the world’s leading brands rely on Twilio to
drive better interactions and more value for their consumers, including:
• Best Buy adopted Twilio’s Flex platform to
power its Virtual Store, incorporating chat and
video to bring capabilities like interacting with
direct sales associates and seeing products in
action, to the digital experience.
• CLEAR, the secure identity platform, uses Twilio
Verify and Lookup APIs in their comprehensive
identity solution to help create frictionless
experiences for customers while maintaining
the highest standards of security and privacy.
• ING, the multinational banking and
financial services corporation, uses Twilio’s
voice, chat and video capabilities paired with
conversational AI in their contact center to
deliver personalized and efficient customer
interactions that improve satisfaction
and loyalty.
• Kraken, part of the Octopus Energy Group,
the UK’s second largest household gas and
energy supplier, uses Twilio to power an
all-in-one operating system for customer
engagement with WhatsApp, Email, SMS and
Voice, to solve customer problems and provide
relevant information on the right channel at
the right time.
• Odontoprev, a leader in the dental insurance
sector in Latin America, implemented Twilio’s
WhatsApp solution to improve its omnichannel
customer experience, and has seen a 44%
reduction time in handling complaints, in
addition to a 5% improvement in beneficiary
satisfaction.
• OpenAI launched calls and WhatsApp
messaging through their Twilio-powered
number, 1-800-ChatGPT, and has seen
incredible volume since launch.
• Paradox.ai, the fast growing recruitment AI
company uses Twilio to help companies like
McDonald’s, Workday, and SAP get interviews
scheduled in minutes versus days.
• UNICEF Mexico implemented Twilio
Messaging, Email, and Segment to send
personal communications and drive better
engagement with their donor base. Twenty
percent of existing donors gave an additional
donation as a result.
• Zillow uses Twilio’s solutions to power their
“Connections” platform via voice, SMS, and
TaskRouter to reliably facilitate communication
between agents and buyers.
1. Active customer accounts as of December 31, 2024.
2. As of September 30, 2024.
Our Innovation Engine
Our vision is a world in which every digital
interaction between our customers and
their consumers is amazing. Nothing less.
This is not an abstract vision we dreamed up.
Instead, it is in direct response to what our
customers repeatedly tell us: they need engaging,
personalized, and enriching relationships
with their customers in order to create loyalty
and increase lifetime value. Twilio’s strategy
is centered on delivering the Twilio Platform,
a unified solution that brings together
communications, contextual data, and AI to
power exceptional digital interactions at scale.
With our reliable, global Super Network, and
our unique access to rich, real-time data, we’re
enabling businesses to meet rising customer
expectations with intelligent, personalized, and
secure engagement. Communications, contextual
data, and AI are the essential ingredients, and
Twilio is uniquely positioned to help customers
bring them together to drive real business
impact.
We made substantial progress last year on
our commitments to deliver on this vision for
our customers. We launched 251 products,
enhancements, and services in 2024. These
innovations generated tangible results for our
customers.
And with Twilio Segment, we have ensured data
warehouse interoperability with the leading
data warehouse providers, including Databricks,
Snowflake, Amazon, and Google, and dramatically
accelerated time to value on our platform
using AI tooling. All of these innovations helped
customers deliver smarter and more personalized
interactions.
With respect to AI, many exciting developments
are unfolding on our platform. Twilio is
increasingly at the center of the AI value chain,
with 9,000+ AI companies1 and 90% of the Forbes
50 AI Startups building on Twilio.2 AI companies
like Paradox, Althea Health, and OpenAI are
bringing their workloads to us because they need
the simplicity, scale, and composability that our
platform uniquely provides. And we’ve continued
to embed AI across our products to enhance
productivity, accelerate time to value, and create
more intelligent and personalized experiences.
Internally, we’re leveraging AI and automation
built on Twilio’s own technology to drive more
efficiency across the board. 80% of our new
inbound customer leads are being handled by AI,
which has both saved money, plus improved the
quality of leads that our sales team intakes.3 Post
sales, our Help Center Assistants yield a 75% ticket
resolution rate when AI is engaged.3
1. As of September 30, 2024. Based on companies with open Twilio accounts as of September 30, 24; 67% of these 9,000+ companies are
paying customers as of September 30, 2024.
2. As of September 30, 2024. Based on Forbes 50 AI list published April 2024. Based on companies with open Twilio accounts; 50% of the
Forbes 50 AI list are paying customers as of September 30, 2024.
3. As of December 2024.
Our success has only transpired because of the trust our customers have placed in us to handle
their most important digital interactions. And because of the nature of our usage based revenue
model, we only succeed when our customers succeed, which means we win together. And as
win, we create innovation and help create economic prosperity for hundreds of thousands of
businesses all over the world.
Communications
SMS Pumping Protection
Verify Fraud Guard
Voice Intelligence
Traffic Optimization Engine
Data
Generative Audiences
Predictions
CDP Copilot
Comms + Data + AI
Agent Copilot
Personalized IVR
Fraud attempts blocked
from June 2022 to October 20241
VERIFY
FRAUD GUARD
569M
Increased accuracy of
audience segments2
AI-POWERED
PREDICTIONS
70%
Of support cases deflected3
UNIFIED PROFILES
& AGENT COPILOT
70%
Higher conversion rate than the
average search engine marketing
performance4
PREDICTIVE
AUDIENCES
102%
AI Builders
Scaling with Twilio
90%
Of Forbes 50 AI Startups
are building on Twilio5
9,000+
Companies building in the
AI space and utilizing Twilio
services in 20246
Twilio’s AI Products
& Features
Twilio’s Focused AI
Innovations
1. Twilio Data: Total Verify Fraud Guard blocks at 569M+ events and drives $62.7M+ in explicit savings since June 2022 up to October 2024.
2. Twilio Customer: An unnamed hardware and software company saw 70% increased accuracy of audience segments after implementing
CustomerAI Predictions.
3. Twilio Customer Story: “How Universidad UK boosted engagement and customer service”
(customers.twilio.com/en-us/universidad-uk), 2024.
4. Twilio Data: Customer participating in the Beta of Predictive Audiences, 2024.
5. As of September 30, 2024. Based on Forbes 50 AI list published April 2024. Based on companies with open Twilio accounts; 50% of the
Forbes 50 AI list are paying customers as of September 30, 2024.
6. As of September 30, 2024. Based on companies with open Twilio accounts; 67% of these 9,000+ companies are paying customers as of
September 30, 2024.
The Opportunity Ahead
If we just continue on our current trajectory,
growing our market share in Communications,
the opportunity is sizable. Gartner named us
a market leader in the 2024 Gartner Magic
Quadrant for Communications Platform as a
Service (CPaaS) for the second year in a row,1 IDC
positioned Twilio a leader in the MarketScape for
Contact Center as a Service,2 and Omdia named
Twilio a leader in the Omdia Universe Report for
Customer Data Platforms (CDP).3 While we are
proud of this recognition, we aim to capture an
even larger market that we have a unique claim to
win. Marketing, sales, and customer support are
rapidly converging to create a new category that
broadly encompasses every digital interaction
across the customer experience, which increases
our Total Addressable Market (TAM) to $158 billion
by 2028.4 We already address significant aspects
of this category today with our leading CPaaS
and CDP capabilities, but it’s our strategy that
combines communications, plus contextual data,
plus AI that positions us to win.
We believe contextual data is the star of the show in
this equation. In today’s world, it’s so differentiating
when a brand delivers an incredible consumer
experience. But, think about your own daily life:
when was the last time you had an amazing digital
interaction? One that made you delighted and
turned you into a lifelong fan and customer? We all
know from personal experience that this happens
very rarely. Twilio is working to ensure that every
organization for which we power communications
has unique intelligence based on previous
interactions and preferences for every consumer
who interacts with a brand. The key is using
contextual data to deliver on this personalization,
at scale. Only Twilio provides the last mile of
trusted communications and data connections to
consumers that can unlock this for every business.
1. Gartner®, “Magic Quadrant™ for CPaaS” Lisa Unden-Farboud, Ajit Patankar, Pankil Sheth, Brian Doherty, June 24, 2024.
2. IDC, “2024 IDC MarketScape for Contact Center as a Service (CCaaS”) Applications Software 2024 Vendor Assessment, Mary Wardley,
(doc #US52302923, June 2024)
3. Omdia Universe: Customer Data Platforms, 2025
4. TAM based on industry analyst estimates and internal Twilio analysis. TAM includes CPaaS, CCaaS, CDP, Conversational AI and
Orchestration markets.
Our People
Last year, we navigated an immense amount of
change as a company. I stepped in as CEO; we
hired new leaders in Research & Development,
Go-to-Market, and Marketing; we updated
the company strategy and introduced a new
financial framework. We implemented a new
culture of financial discipline, operating rigor and
innovation focus. We updated our governance
model. We realigned our business structure. In
short, we underwent a tremendous amount of
consequential change, and emerged a new Twilio.
The credit for successfully navigating all of this
goes to our employees. Our people not only
endured the shifts, they helped drive them,
and thrived. Twilio attracts a different kind of
employee. To be a Twilion means you are humble,
self-aware, and driven by a scrappiness and
willingness to roll up your sleeves to do the
work that is required of us. Whether it’s in the
thousands of hours our teams pour into new
and interesting innovations during our internal
hackathon we call Tweek Week or the thousands
of hours our teams pour into our communities
throughout the year, our employees are what
make Twilio special.
While there’s a lot to be proud of, our most
exciting days are ahead. We’re in the middle of a
multi-year transformation in which we will evolve
Twilio from the world-class communications
and data company we have always been, to the
essential customer experience company of the AI
era, balancing innovation, growth, and profitability.
Thank you for your continued trust and
partnership.
Let’s go!
Khozema
Forward-Looking Statements
This letter contains forward-looking statements within the meaning of the federal securities laws.
Forward-looking statements generally relate to future events or our future financial or operating
performance. In some cases, you can identify forward-looking statements because they contain words
such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “aim,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue” or the
negative of these words or other similar terms or expressions that concern our expectations, strategy,
plans or intentions. Forward-looking statements contained in this letter include, but are not limited
to, statements about: our future financial performance, including our expected financial results, our
guidance and related commentary, and our expectations regarding growth, profitability, free cash flow,
operating margins and stockholder returns; our ability to improve our operational efficiency; our ability
to increase our market share and capture additional market opportunities; our expectations regarding
factors affecting our results of operations and the assumptions underlying such expectations; our vision
for our platform, including anticipated strategies, business plans, innovation and product releases and
enhancements, and our ability to execute on them; our expectations regarding AI, including our ability to
leverage AI to develop products and features for our customers, our use of AI for internal applications,
and use of our platform by AI companies; our expectations regarding our compensation programs and
their effects on executive performance; our expectations regarding share repurchases; our competitive
advantages; and our corporate governance efforts. You should not rely on forward-looking statements
as predictions of future events.
The outcomes of the events described in these forward-looking statements are subject to known
and unknown risks, uncertainties and other factors that may cause our actual results, performance or
achievements to differ materially from those described in the forward-looking statements, including
those more fully described in our most recent filings with the Securities and Exchange Commission,
including our most recent report on Form 10-K, and subsequent reports on Form 10-Q. Should any of
these risks materialize, or should our assumptions prove to be incorrect, actual financial results could
differ materially from our projections or those implied by these forward-looking statements. Moreover,
we operate in a very competitive and rapidly changing environment, and new risks and uncertainties
may emerge that could have an impact on the forward-looking statements contained in this letter.
Forward-looking statements represent our management’s beliefs and assumptions only as of the date
such statements are made. We undertake no obligation to update any forward-looking statements made
in this letter to reflect events or circumstances after the date of this letter or to reflect new information or
the occurrence of unanticipated events, except as required by law.
TWILIO INC.
101 Spear Street, Fifth Floor
San Francisco, California 94105
Notice of Annual Meeting of Stockholders
To Be Held at 8:30 a.m. Pacific Time on June 10, 2025
Date
June 10, 2025
Time
8:30 a.m.
Pacific Time
Virtually at
www.virtualshareholder
meeting.com/TWLO2025
Record Date
Close of Business
on April 15, 2025
Dear Stockholders of Twilio Inc.:
We cordially invite you to attend the 2025 annual meeting of stockholders (the ‘‘Annual Meeting’’) of Twilio Inc., a Delaware
corporation, which will be held virtually on June 10, 2025 at 8:30 a.m. Pacific Time via live audio webcast at
www.virtualshareholdermeeting.com/TWLO2025, for the following purposes, as more fully described in the accompanying
proxy statement:
1.
To elect the three Class III directors named in the proxy statement to serve until the 2028 annual meeting of
stockholders and until their successors are duly elected and qualified;
2.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year
ending December 31, 2025;
3.
To approve, on a non-binding advisory basis, the compensation of our named executive officers;
4.
To approve a management proposal to amend our certificate of incorporation to declassify the board of
directors;
5.
To approve a management proposal to amend our certificate of incorporation to eliminate supermajority voting
provisions;
6.
To approve a management proposal to amend our certificate of incorporation to remove inoperative provisions,
including references to Class B common stock, and update certain other miscellaneous provisions; and
7.
To transact such other business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
The Annual Meeting will be a virtual meeting held via live audio webcast. You will be able to attend the meeting, vote your shares and
submit your questions during the meeting at www.virtualshareholdermeeting.com/TWLO2025. As always, we encourage you to vote your
shares prior to the Annual Meeting either via the internet, by telephone or by mail to help make this meeting format as efficient as possible.
Our board of directors has fixed the close of business on April 15, 2025 as the record date for the Annual Meeting. Only stockholders of
record as of the close of business on April 15, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information
regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.
This proxy statement and our annual report can be accessed directly at www.proxyvote.com. You will be asked to enter the
16-digit control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote as
soon as possible to ensure that your shares are represented. For additional instructions on how to vote your shares, please
refer to your proxy card. Voting your shares by proxy prior to the Annual Meeting does not deprive you of your right to
attend the Annual Meeting and to vote your shares at the Annual Meeting.
By order of the board of directors,
Khozema Shipchandler
Chief Executive Officer and Director
San Francisco, California
April 25, 2025
We appreciate your
continued support of Twilio.
Table of Contents
PROXY STATEMENT SUMMARY
1
Information About Our 2025 Annual Meeting of Stockholders
1
How to Vote
1
Voting Matters and Vote Recommendation
1
Financial and Business Highlights
2
Corporate Governance Highlights
4
Evolution of Corporate Governance
4
Stockholder Engagement
6
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
10
Board of Directors
10
Nominees for Director
13
Director Independence
18
Board Leadership Structure
18
Board and Committee Meetings
19
Board Committees and Responsibilities
19
Director Selection and Board Evaluation
23
Board’s Role in Risk Oversight
25
Our Commitment to Responsible Business Practices
26
Executive Talent Management and Succession Planning
28
Corporate Governance Policies
28
Non-Employee Director Compensation
29
Compensation Committee Interlocks and Insider Participation
32
PROPOSAL NO. 1: ELECTION OF DIRECTORS
33
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
34
PROPOSAL NO. 3: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
36
PROPOSAL NO. 4: MANAGEMENT PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE BOARD OF DIRECTORS
37
PROPOSAL NO. 5: MANAGEMENT PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO ELIMINATE
SUPERMAJORITY VOTING PROVISIONS
39
PROPOSAL NO. 6: MANAGEMENT PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO REMOVE
INOPERATIVE PROVISIONS, INCLUDING REFERENCES TO CLASS B COMMON STOCK, AND UPDATE CERTAIN
OTHER MISCELLANEOUS PROVISIONS
41
REPORT OF THE AUDIT COMMITTEE
43
2025 Proxy Statement
i
EXECUTIVE OFFICERS
44
EXECUTIVE COMPENSATION
45
Compensation Discussion and Analysis
45
Compensation and Talent Management Committee Report
66
EXECUTIVE COMPENSATION TABLES
67
Summary Compensation Table
67
Grants of Plan-Based Awards Table
68
Outstanding Equity Awards at Fiscal Year-End Table
69
Option Exercises and Stock Vested Table
71
Employment Agreements or Offer Letters with Named Executive Officers
71
Potential Payments Upon Termination or Change in Control
72
CEO PAY RATIO
76
PAY VERSUS PERFORMANCE
77
EQUITY COMPENSATION PLAN INFORMATION
82
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
83
PROCEDURAL MATTERS
85
Questions and Answers About the Proxy Materials and Our Annual Meeting
85
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
92
OTHER MATTERS
93
2024 Annual Report and SEC Filings
93
Forward-Looking Statements
93
APPENDIX A
A-1
APPENDIX B
B-1
APPENDIX C
C-1
APPENDIX D
D-1
* * *
Table of Contents
ii
2025 Proxy Statement
Proxy Statement Summary
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors
for use at the 2025 annual meeting of stockholders of Twilio Inc., a Delaware corporation (referred to in this proxy statement as ‘‘Twilio,’’ the
‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ or ‘‘our’’), and any postponements, adjournments or continuations thereof (the ‘‘Annual Meeting’’).
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the
information you should consider, and you should read the entire proxy statement carefully before voting. Information contained
on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and
references to our website address in this proxy statement are inactive textual references only.
Information About Our 2025 Annual Meeting of Stockholders
The Annual Meeting will be held virtually on June 10, 2025 at 8:30 a.m. Pacific Time via live audio webcast. We encourage you to
access the Annual Meeting before it begins. Online check-in will start at approximately 8:15 a.m. Pacific Time on June 10, 2025. You will
be able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the live audio webcast of the
meeting by visiting www.virtualshareholdermeeting.com/TWLO2025 and entering your 16-digit control number located on your proxy
card. The Notice of Internet Availability of Proxy Materials (the ‘‘Notice’’) containing instructions on how to access this proxy statement and
our annual report is first being mailed on or about April 25, 2025 to all stockholders entitled to vote at the Annual Meeting.
Additional information about these proxy materials and the Annual Meeting is provided in ‘‘question and answer’’ format
commencing on page 85 of this proxy statement.
How to Vote
By Phone
1-800-690-6903
Vote must be received by 8:59 p.m.
Pacific Time, June 9, 2025
By Internet Before the Meeting
www.proxyvote.com
Vote must be received by 8:59 p.m.
Pacific Time, June 9, 2025
By Mail
Return your completed proxy card in the
prepaid envelope
Vote must be received by 8:59 p.m.
Pacific Time, June 9, 2025
By Internet During the Meeting
www.virtualshareholdermeeting.com/TWLO2025
Vote must be submitted before the polls close
during the Annual Meeting
Voting Matters and Vote Recommendation
Management Proposals
Board’s
Recommendation
More
Information
1.
The election of Donna Dubinsky, Deval Patrick and Miyuki Suzuki as
Class III directors.
FOR
Page 33
2.
The ratification of the appointment of KPMG LLP as our independent
registered public accounting firm for our fiscal year ending
December 31, 2025.
FOR
Page 34
3.
The approval, on a non-binding advisory basis, of the compensation of
our named executive officers.
FOR
Page 36
4.
To approve an amendment to our certificate of incorporation to
declassify the board of directors.
FOR
Page 37
5.
To approve an amendment to our certificate of incorporation to
eliminate supermajority voting provisions.
FOR
Page 39
6.
To approve an amendment to our certificate of incorporation to remove
inoperative provisions, including references to Class B common stock,
and update certain other miscellaneous provisions.
FOR
Page 41
2025 Proxy Statement
1
Financial and Business Highlights
Business Overview
We envision a world in which every digital interaction between businesses and their customers is amazing. We aim to deliver the leading
customer engagement platform that intelligently orchestrates customer engagement across the entire customer life cycle by combining
our leading communications capabilities, plus rich contextual data, plus generative and predictive artificial intelligence (‘‘AI’’). Our trusted,
simple, and smart platform provides developers with tools to build, scale, and deploy real-time communications within software
applications, while simultaneously offering technology that allows businesses to harness the power of contextual data to develop more
informed insights about their customers.
We enable businesses to revolutionize how they engage with their customers by delivering seamless, trusted, and personalized
customer experiences at scale. We offer communications application programming interfaces (‘‘APIs’’) that enable developers to
embed numerous forms of messaging, voice, email, and video interactions into their customer-facing applications, as well as software
products that target specific engagement needs, including our customer data platform, digital engagement centers, marketing
campaigns, and user authentication and identity solutions. This combination of flexible APIs and software solutions helps businesses
of all sizes and across numerous industries to benefit from smarter and more streamlined engagement at every step of the customer
journey, including reduced customer acquisition costs, lasting loyalty, and increased customer value. Our platform, which combines
our highly customizable communications APIs with customer data management capabilities and AI-powered predictions and
recommendations, allows businesses to break down data silos and build a comprehensive single source for their customer data that
is organized into unique profiles that are easily accessible by all their business teams. Empowered with this information and the
insights it enables, businesses using our platform can provide robust, personalized, and effective communications to their customers
at every stage of their customer relationships at scale. The value proposition of our offerings has become stronger and our products
have become more strategic to our customers as businesses are increasingly prioritizing building more personalized and
differentiated customer engagement experiences through digital channels.
Business Update
Over the past two years, we have taken action to better position our business to drive durable, profitable growth and attractive
stockholder returns, amid an evolving operating environment. Key actions include:
•
Executed CEO succession process: Appointed Khozema Shipchandler as CEO, who oversaw actions to
strengthen the business and drove 57% total shareholder return from the time of his appointment in January 2024
through the end of 2024, significantly outpacing the S&P 500 and Twilio’s peer median.
•
Streamlined our organizational model: Realigned our business unit structure into a functional support model
under one organization, which we believe best positions us to optimize scale and efficiency and to deliver one
trusted, smart, and integrated platform.
•
Rationalized operating expenses: Reduced our workforce by nearly 40% since September 2022, increased
efficiency in R&D, S&M and G&A, and implemented other cost reductions across the business.
•
Improved free cash flow profile: Improved our annual net cash provided by operating activities and free cash flow
generation by nearly $1 billion between 2022 and 2024.(1)
•
Reduced stock-based compensation: Reduced stock-based compensation expense as a percentage of revenue
by over 700 basis points for 2024 as compared to 2022, and reduced equity compensation for employees generally.
•
Returned capital: Given the strength of our balance sheet and the improving free cash flow generation in our
business, completed $3 billion in aggregate share repurchase authorizations in 2023 and 2024, repurchasing
$2.3 billion and reducing total shares outstanding by 16% in 2024 alone, and authorized an additional $2 billion
repurchase program in January 2025 expiring at the end of 2027.
•
Accelerated path to profitability: Accelerated our target timeline to achieve GAAP operating profitability on a
consolidated basis to full year 2025, and achieved our first ever quarter of GAAP operating profitability in Q4 2024.
(1)
Free cash flow is a non-GAAP financial measure. See Appendix D for non-GAAP definitions and reconciliations.
Proxy Statement Summary
2
2025 Proxy Statement
Financial Performance and Capital Allocation
We are focused on creating long-term value for our stockholders by continuing to drive durable, profitable growth. Our 2024
financial highlights include the following:
•
Revenue of $4.46 billion, up 7% year-over-year. Organic revenue growth of 9% year-over-year.(1)
•
GAAP loss from operations of $53.7 million in 2024, compared with GAAP loss from operations of $876.5 million in 2023.
•
Non-GAAP income from operations of $714.4 million in 2024, compared with non-GAAP income from operations of
$533.0 million in 2023.(1)
•
Net cash provided by operating activities of $716.2 million in 2024, compared with net cash provided by operating
activities of $414.8 million in 2023.
•
Free cash flow of $657.5 million in 2024, compared with free cash flow of $363.5 million in 2023.(1)
(1)
Organic revenue growth, non-GAAP income from operations, and free cash flow are non-GAAP financial measures. See Appendix D for non-GAAP
definitions and reconciliations.
Proxy Statement Summary
2025 Proxy Statement
3
Corporate Governance Highlights
Our corporate governance practices are described in the section titled ‘‘Board of Directors and Corporate Governance’’ below,
including the following highlights:
✓
Independent board chair
✓
Highly independent board (8/9 directors)
✓
100% independent board committees
✓
Regular executive sessions of independent directors
✓
Risk oversight by board and committees
✓
Board oversight of strategy and business plans
✓
Robust annual stockholder engagement program
✓
Thoughtful board refreshment process (added four
new independent directors since 2021)
✓
Highly qualified board with diverse skills, backgrounds,
and experiences aligned with strategic priorities
✓
Annual board and committee evaluations
✓
CEO evaluation process
✓
Succession planning process
✓
No supermajority voting provision in bylaws (removed
in January 2025)
✓
Submitting proposal to remove supermajority
provisions in certificate of incorporation at the Annual
Meeting
✓
Submitting proposal to declassify the board at the
Annual Meeting
✓
Annual say-on-pay vote
✓
One share, one vote
✓
Stock ownership guidelines for directors and
executive officers
✓
Robust code of conduct and corporate governance
guidelines
✓
Regular review of corporate governance policies and
committee charters
✓
Policy prohibiting hedging, pledging and short sales
Evolution of Corporate Governance
Twilio is committed to strong corporate governance. We believe that robust corporate governance policies and practices are
critical to the effective management of our business, helping ensure that our business functions at its best and serves the
long-term interests of our stockholders.
Since becoming a public company in 2016, our board and governance practices have evolved to reflect our strategic priorities,
the changing needs of our business, practices of our peers and stockholder feedback.
As part of this evolution, we have regularly refreshed our board, with seven of nine independent directors added subsequent to
the IPO and four of those added since the beginning of 2021, including most recently appointing Andrew Stafman, a
stockholder representative, who provides valuable equity investor perspectives. Our thoughtful and deliberate board
refreshment process has focused on adding critical skills and qualifications to our board to help Twilio navigate strategic
opportunities and challenges. Moreover, as part of this refreshment process, we have sought highly qualified directors
representing a diverse range of expertise, backgrounds, and perspectives, leading to a board that is composed of directors
with a wide range of skills and experiences relevant to Twilio.
Proxy Statement Summary
4
2025 Proxy Statement
In 2023, our dual class common stock structure was sunset, providing all stockholders with identical voting rights.
In January 2024, Khozema Shipchandler was appointed Chief Executive Officer, an appointment which reflected the board's
thoughtful and long-term approach to succession planning. In January 2024 our board of directors also made the decision to
separate the roles of board chair and Chief Executive Officer and appointed Jeff Epstein to the role of independent board chair.
Mr. Epstein had previously served as our lead independent director since December 2017.
At our 2024 annual meeting of stockholders, we sought stockholder approval to declassify our board of directors. We did not
receive such approval, so we are resubmitting the proposal at this year’s Annual Meeting. If approved, directors standing for
election would be elected to one-year terms beginning at our 2026 annual meeting of stockholders.
In January 2025, we amended our bylaws to eliminate supermajority voting provisions, and at this year’s Annual Meeting, we
are seeking stockholder approval to eliminate supermajority voting provisions from our amended and restated certificate of
incorporation (our ‘‘certificate of incorporation’’).
An important consideration in all of our corporate governance decisions is stockholder feedback. In 2023, we enhanced our
stockholder engagement program by implementing a year-round outreach and feedback process featuring formal meetings
with our stockholders in the spring and fall, and we carefully consider what we hear from our stockholders. Many of the
changes to both our corporate governance and executive compensation practices in recent years reflect the board’s
incorporation of this important feedback. Our stockholder engagement program is discussed in further detail below under the
heading ‘‘Stockholder Engagement’’.
We are committed to ensuring that our corporate governance practices, as part of our broader strategy and maturation
process, best position Twilio for future success. We will continue to evaluate and evolve our corporate governance profile,
taking into account the best interests of the Company and feedback we receive from our stockholders.
Proxy Statement Summary
2025 Proxy Statement
5
Stockholder Engagement
Annual Stockholder Engagement Cycle
We have a robust, board-led stockholder engagement program that we use to ensure the perspectives of our stockholders are
understood and incorporated into Twilio’s decision making. Throughout the year, our board of directors and management
regularly review and consider feedback received from our stockholders, including through meetings with stockholders, voting
results, and other routine communications. This dialogue facilitates transparency, helps us better understand the perspectives
of our stockholders and allows our board of directors to make better informed decisions throughout the year.
• Our directors and management
meet with investors to solicit
feedback on topics of interest—
including governance, sustainability
and compensation—after the filing
of our proxy and during the fall
“off season”
• Management continuously engages
with stockholders, analysts and
prospective investors during the
year through conferences, investor
events and one-on-one calls
• Directors and management
convey feedback to our full board
of directors and relevant
committees
• Our board of directors, committees
and management review and
discuss stockholder perspectives
to identify priorities and trends
• We respond to stockholder
feedback through changes to our
practices, enhanced disclosure, or
otherwise, as deemed appropriate
and in the best interests of our
stockholders
• Our board of directors monitors
and reviews:
• investor feedback
• stockholder voting results
• trends in corporate governance,
executive compensation,
environmental, social and other
matters
• Our board of directors and
management identify and
prioritize topics of interest
to investors
Review and Prepare
Outreach and Engagement
Respond
We reached out to 22 institutional
investors holding approximately
53% of our shares outstanding.
53%
We conducted meetings with 11
institutional investors holding
approximately 29% of our
shares outstanding.
Independent directors participated in
100% of meetings with institutional
investors.
29%
100%
6
2025 Proxy Statement
Stockholder Outreach in 2024
Stockholder
Outreach
We conducted two rounds of stockholder outreach—one in the spring and one in the fall—
during which we reached out to 22 institutional investors holding approximately 53% of our shares
outstanding, and held meetings with 11 institutional investors holding approximately 29% of our
shares outstanding.
One or more of our independent directors participated in each of these meetings, demonstrating our
directors’ strong commitment to understanding our stockholders’ perspectives. Stockholder feedback
from these meetings was conveyed to our full board of directors and relevant committees for
consideration in their decision making.
Company participants in these meetings included one or more of our independent directors and
members of our Investor Relations, Legal, People, and Social Impact teams.
Topics
Discussed
Topics discussed during these meetings included:
• Company strategy
• Executive compensation
• Board structure and composition
• Board oversight
• Corporate governance
• Environmental and social matters
Stockholder Engagement
2025 Proxy Statement
7
Response to Stockholder Feedback
In the course of our discussions with stockholders, we have received valuable feedback on our compensation and corporate
governance practices, as summarized in the chart below. This feedback was conveyed to our full board of directors and
relevant committees for consideration in their decision making. Our consideration of the feedback from stockholders regarding
our compensation of our named executive officers is further discussed in ‘‘Executive Compensation—Compensation
Discussion and Analysis—Stockholder Feedback and Our Annual Say-on-Pay Vote’’.
What We Heard
How We Responded
Executive Compensation
Pay and performance
alignment
•
We did not increase base salaries of our named executive officers in 2024 (and have not
increased them in 2025).
•
In 2025, following his promotional year, we reduced the target value of our Chief
Executive Officer’s equity awards to $20,500,000 (60% PSUs and 40% RSUs), down
from $25,000,000 in approved value in 2024.
•
We used an updated peer group to assess 2024 compensation, which reflects a set of
companies with comparable market capitalization and revenue. We expanded our peer
group to add companies from the broader communications industry that also maintain
software offerings to better align with our business profile and removed companies that
significantly exceeded our market capitalization range. These changes were designed in
part to position us closer to the median of our peer group in terms of market capitalization
and revenue, which had the effect of reducing our market compensation benchmarks.
Incorporate longer
performance periods for
PSU awards
•
Our compensation and talent management committee (‘‘compensation committee’’)
reintroduced performance-based restricted stock unit (‘‘PSU’’) awards in 2024 and
incorporated a cumulative three-year performance period. The compensation committee’s
rationale for reintroducing PSUs is further discussed below in ‘‘Executive
Compensation—Compensation Discussion and Analysis—Individual Compensation
Elements—Long-Term Incentive Compensation—2024 Annual Equity Awards’’.
Continue to adapt
performance-based
incentives to better align
with stockholder
expectations and
industry standards
•
Our compensation committee selected non-GAAP income from operations and organic
revenue growth as the performance target metrics for the annual cash bonuses awarded
in 2024.
•
In 2024, our compensation committee granted PSUs that will vest based on the
achievement of (i) three-year cumulative free cash flow targets (70% weighting) and (ii) our
relative total stockholder return measured against the S&P 500 Index over a three-year
period (30% weighting).
Adopt a short-term
incentive plan
•
We established a go-forward annual cash bonus plan for executives in 2024. Consistent
with market benchmarks, each of our named executive officers was awarded an initial
target bonus opportunity equal to 100% of base salary and maximum payout
opportunities capped at 150% of base salary, with payouts tied to the achievement of
(i) organic revenue growth targets (50% weighting) and (ii) non-GAAP income from
operations targets (50% weighting).
Stockholder Engagement
8
2025 Proxy Statement
What We Heard
How We Responded
Corporate Governance
Separate CEO and Board
Chair roles
•
We separated the roles of CEO and board chair in January 2024, appointing Mr. Epstein,
an independent director and formerly our lead independent director, as board chair.
Declassify board of
directors
•
We are again seeking stockholder approval at the Annual Meeting of an amendment to
our certificate of incorporation to declassify our board of directors. If approved, directors
standing for election would be elected to one-year terms beginning with our 2026 annual
meeting of stockholders. We initially sought stockholder approval to declassify our board
of directors at our 2024 annual meeting of stockholders but the proposal failed to pass.
Eliminate supermajority
voting provisions
•
We eliminated supermajority voting provisions from our bylaws earlier this year, and are
seeking stockholder approval at the Annual Meeting of an amendment to our certificate of
incorporation to eliminate supermajority voting provisions in our certificate of
incorporation. If the proposed amendment to our certificate of incorporation is approved,
amendments to our certificate of incorporation will, unless otherwise provided by law,
require the affirmative vote of the holders of a majority of the voting power of our
outstanding stock entitled to vote thereon.
Continue board
refreshment
•
Since the beginning of 2021, we have added four new independent directors, each of
whom bolsters oversight by our board of directors in areas critical to our business
strategy, bringing additional skills and diverse perspectives to our board of directors,
including most recently appointing Mr. Stafman, a stockholder representative, who
provides valuable equity investor perspectives.
Stockholder Engagement
2025 Proxy Statement
9
Board of Directors and Corporate Governance
Board of Directors
Our business and affairs are managed under the direction of a highly independent, experienced and qualified board of directors. Our board
of directors, through our nominating and corporate governance committee, proactively evaluates its composition in the context of our
company’s evolving business needs and has taken a thoughtful approach to board composition. Our board of directors and the
nominating and corporate governance committee believe the skills, qualities, attributes, experience and backgrounds of our directors
provide us with the right range of perspectives to effectively address our evolving needs and represent the best interests of our
stockholders. Our board of directors also oversees our stockholder engagement program and reviews investor feedback, which allows us
to better understand the perspectives of our stockholders and to take this feedback into account as we shape the composition of our
board of directors.
Non-Independent
Independent
Racially/Ethnically
Diverse
Non-Racially/Ethnically
Diverse
< 4 Years
4-6 Years
Independence
Women
Men
Board Demographics
Tenure
89%
Independent
8
1
33%
Women
3
6
33%
Racially/Ethnically
Diverse
3
6
~4.4
Years
4
2
3
7+ Years
Our board of directors currently consists of nine directors. All of our board members, other than Mr. Shipchandler (and, during
his time on our board of directors, Mr. Lawson), qualify as ‘‘independent’’ under the listing standards of the New York Stock
Exchange. Our board of directors is divided into three classes of directors. At each annual meeting of stockholders, a class
of directors will be elected for a three-year term to succeed the class whose term is then expiring. The effect that the
management proposal to amend our certificate of incorporation to declassify the board of directors will have on the three
director classes and their respective terms of office is described below under the heading ‘‘Proposal 4—Management Proposal
to Amend Our Certificate of Incorporation to Declassify the Board of Directors.’’
10
2025 Proxy Statement
The following table sets forth the names, ages as of March 31, 2025, and certain other information for each of the members of
our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual
Meeting) and for each of the continuing members of our board of directors.
Class
Age
Director
Since
Current
Term
Expires
Expiration
of Term
for Which
Nominated
Independent
Audit
Committee
Compensation
and Talent
Management
Committee
Nominating
and
Corporate
Governance
Committee
Directors with Terms Expiring at the Annual Meeting/Nominees
Donna Dubinsky
III
69
2018
2025
2028
Deval Patrick
III
68
2021
2025
2028
Miyuki Suzuki
III
64
2022
2025
2028
Continuing Directors
Charles Bell
I
67
2023
2026
—
Jeff Epstein
II
68
2017
2027
—
Jeffrey Immelt
I
69
2019
2026
—
Erika Rottenberg
I
62
2016
2026
—
Khozema Shipchandler
II
51
2024
2027
—
Andrew Stafman
II
37
2024
2027
—
Committee Chair
Committee Member
Independent Board Chair
Board of Directors and Corporate Governance
2025 Proxy Statement
11
Board Skills and Experience Matrix
Our nominating and corporate governance committee periodically evaluates the composition of our board of directors in the context of our
company’s evolving business needs to ensure that our directors have the skillsets, experiences and backgrounds that collectively add
value to the strategic decisions made by our company, that enable them to provide oversight of management, risk, business operations,
and corporate strategy, and that allow our board of directors to best fulfill its responsibilities to the long-term interests of our stockholders.
This has resulted in the addition of four new independent directors to our board of directors since the beginning of 2021. Summarized
below are the skills and experience that we consider important for our directors in light of our business strategy, structure, and market
dynamics. Our board of directors and the nominating and corporate governance committee believe the skills, qualities, attributes,
experience and diversity of backgrounds of our directors provide us with a broad range of perspectives to effectively address our evolving
needs and represent the best interests of our stockholders.
Bell
Dubinsky
Epstein
Immelt
Patrick
Rottenberg
Shipchandler
Stafman
Suzuki
Technology and Software Industry
Deep insight in the technology and software
industries to oversee our business and the risks we
face related to those industries.
Communications Industry
Deep insight in the communications industry to
oversee our business and the risks we face related
to that industry.
Public Company Board
Experience to understand the dynamics and
operation of a public company.
Public Company Executive / Senior Leadership
Experience in senior leadership positions at a public
company to analyze, advise and oversee management
in decision making, operations and policies.
Finance / Accounting / Audit
Knowledge of financial markets, financing and
accounting and financial reporting processes.
Sales and Marketing
Sales and marketing experience to provide expertise
and guidance to grow sales and enhance our brand.
Human Capital / Compensation / Employee
Development and Training
Experience attracting and retaining top talent to advise
and oversee our people and compensation policies in
our competitive environment.
Global Business Operations
Experience and knowledge of global operations,
business conditions and culture to advise and oversee
our global business.
Risk Management
Experience in risk oversight.
Regulatory / Government / Public Policy
Experience in governmental and regulatory affairs.
Cybersecurity / Information Security / Privacy
Expertise to oversee cybersecurity, information
security, and privacy management.
Strategy / Business Development / M&A
Experience creating long-term value through
investment, acquisitions and growth strategies.
Corporate Governance
Experience in corporate governance, compliance,
policy, investor relations and creating long term
sustainable value.
Board of Directors and Corporate Governance
12
2025 Proxy Statement
Nominees for Director
Donna Dubinsky
Age: 69
Director Since: 2018
Independent
Committees:
Nominating and Corporate Governance
Other Public Company Board
Experience within Last 5 Years:
None
Experience:
Ms. Dubinsky has served as a member of our board of directors since December 2018.
From 2022 to 2023, Ms. Dubinsky served as a Senior Counselor to the U.S. Secretary of
Commerce, Gina Raimondo. In 2005, Ms. Dubinsky co-founded Numenta, Inc.
(‘‘Numenta’’), a machine intelligence company, where she served as Chief Executive
Officer from 2005 to 2022 and as Board Chair from 2005 to 2024. Ms. Dubinsky also
co-founded Handspring, Inc. (‘‘Handspring’’), a maker of personal digital assistants, and
served as its President and Chief Executive Officer from 1998 to 2003 and as Acting
Chief Financial Officer from 2002 to 2003. From 1992 to 1998, Ms. Dubinsky served as
President and Chief Executive Officer of Palm Computing, Inc. (‘‘Palm’’), one of the first
companies to develop and design handheld computers and smartphones. Since 2023,
Ms. Dubinsky has served on the board of Natcast, Inc., a non-profit entity focused on
semiconductor research, and she previously served on the board of Intuit Inc. and Yale
University, including two years as Senior Fellow. Ms. Dubinsky holds a B.A. from Yale
University and an M.B.A. from Harvard Business School.
Qualifications:
With her extensive experience founding and managing technology companies, including
Palm, Handspring, and Numenta, Ms. Dubinsky brings to our board of directors
experience as a successful entrepreneur with demonstrated expertise and knowledge in
business strategy, innovation, executive leadership growth, an in-depth understanding of
the technology landscape and valuable insight on growing a company from a start-up to
a publicly traded company. Her experience working with the federal government adds
depth to her understanding of governmental and regulatory affairs.
Deval Patrick
Age: 68
Director Since: 2021
Independent
Committees:
Nominating and Corporate Governance
Other Public Company Board
Experience within Last 5 Years:
Toast Inc. (2021-present)
Cerevel Therapeutics Holdings, Inc.
(2021-2024)
American Well Corporation (2015-2019,
2020-2024)
Environmental Impact Acquisition Corp.
(2021-2022)
Global Blood Therapeutics, Inc.
(2015-2019, 2020-2022)
Experience:
Mr. Patrick has served as a member of our board of directors since January 2021.
Since 2024, Mr. Patrick has served as Senior Partner at The Vistria Group, a
leading impact investment firm, which he initially joined in 2024 as Senior Advisor.
Since 2022, Mr. Patrick has served as the David R. Gergen professor of the
practice of public leadership at the Harvard Kennedy School, where he also
served as co-director of the Center for Public Leadership from 2022 until 2024.
From 2021 to 2023, he served as a Senior Advisor to Bain Capital LLC (‘‘Bain
Capital’’), where, from 2015 to 2019, he previously founded and served as
Managing Partner of the Double Impact Fund, a growth equity fund focused on
delivering competitive financial returns and positive social impact. Previously, from
2007 to 2015, Mr. Patrick served as Governor of the Commonwealth of
Massachusetts. Mr. Patrick holds an A.B. from Harvard College and a J.D. from
Harvard Law School.
Qualifications:
With his extensive experience in leadership roles in both the public and private
sectors, including as Governor as the Commonwealth of Massachusetts and as
an advisor to Bain Capital, Mr. Patrick brings to our board of directors expertise in
leadership, public policy, investment, and the economy. Mr. Patrick also has
experience serving on boards of directors of public companies across the
biopharmaceutical, healthcare and technology industries, which provides valuable
insight into oversight of risk management and regulatory compliance.
Board of Directors and Corporate Governance
2025 Proxy Statement
13
Miyuki Suzuki
Age: 64
Director Since: 2022
Independent
Committees:
Compensation and Talent Management
Other Public Company Board
Experience within Last 5 Years:
Sandisk Corporation (2025-present)
Western Digital Corporation (2021-2025)
Experience:
Ms. Suzuki has served as a member of our board of directors since August 2022. From
2015 to 2021, Ms. Suzuki served in senior executive roles at Cisco Systems, Inc.
(‘‘Cisco’’), a networking technology company, including as President, Asia Pacific, Japan
and China from 2018 to 2021. From 2011 to 2015, Ms. Suzuki served as President and
Chief Executive Officer of Jetstar Japan Co., Ltd, a low-cost airline. Prior to that, from
2007 to 2011, Ms. Suzuki served as President and Vice Chairman of KVH Co. Ltd.
(‘‘KVH Telecom’’), a Japanese telecommunications and IT services company. Prior to
that, from 2004 to 2006, Ms. Suzuki served as the Chief Executive Officer of Lexis Nexis
Asia Pacific, a legal information company, and from 2002 to 2004, she served as an
Executive Vice President and Head of Consumer Business of Japan Telecom Co. Ltd
(‘‘Japan Telecom’’), which is now part of Softbank Telecommunications. Ms. Suzuki holds
an honors degree in History from Oxford University.
Qualifications:
With her extensive experience in management roles at multinational companies in the
technology, telecommunication and networking industries, including as a senior executive
at Cisco, KVH Telecom and Japan Telecom, Ms. Suzuki brings to our board of directors
a critical understanding of our industry and the operational, regulatory and cybersecurity
risks and challenges we face. Ms. Suzuki also has deep expertise in global operations
and markets as well as experience managing a global workforce, all of which provides
our board of directors with a valuable perspective as we continue to expand
internationally. Ms. Suzuki also has a valuable understanding of public company
governance from her public company board experience.
Board of Directors and Corporate Governance
14
2025 Proxy Statement
Continuing Directors
Charles Bell
Age: 67
Director Since: 2023
Independent
Committees:
Audit
Other Public Company Board
Experience within Last 5 Years:
None
Experience:
Mr. Bell has served as a member of our board of directors since March 2023.
Since 2021, Mr. Bell has served as Executive Vice President, Security,
Compliance, Identity, and Management for Microsoft, Inc. (‘‘Microsoft’’), a global
software and technology company. From 1998 to 2021, Mr. Bell served in several
roles at Amazon.com, Inc. (‘‘Amazon’’), an e-commerce and cloud computing
company, including as Senior Vice President of Utility Computing from 2016 to
2021, Vice President of Utility Computing from 2005 to 2016, Vice President of
eCommerce Platform from 2003 to 2005, and Vice President of Infrastructure
from 1998 to 2003. Mr. Bell holds a B.A. in Business Administration, Information
Systems Concentration from California State University, Fullerton.
Qualifications:
With his extensive experience in internet information technology, platform
software, cloud computing and cybersecurity, including as Executive Vice
President, Security, Compliance, Identity and Management at Microsoft, and as
the former Senior Vice President of Utility Computing responsible for Amazon Web
Services at Amazon, Mr. Bell brings a deep understanding of the technology
industry and significant cybersecurity expertise to our board of directors. From his
experience in executive leadership roles at multinational companies, Mr. Bell also
brings a critical understanding of financial, operational, risk management, and
regulatory compliance issues.
Jeff Epstein
Age: 68
Director Since: 2017
Independent
Committees:
Audit (Chair)
Compensation and Talent Management
Other Public Company Board
Experience within Last 5 Years:
AvePoint, Inc. (2021-present)
Okta, Inc. (2021-present)
Couchbase, Inc. (2015-present)
Poshmark, Inc. (2018-2023)
Shutterstock, Inc. (2012-2021)
Experience:
Mr. Epstein has served as a member of our board of directors since July 2017.
Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture
capital firm, which he joined in 2011. Prior to Bessemer Venture Partners,
Mr. Epstein served as Chief Financial Officer of several public and private
companies, including Oracle Corporation (‘‘Oracle’’), an enterprise software
company, and DoubleClick Inc. (‘‘DoubleClick’’), an internet advertising company,
which was acquired by Google LLC. Mr. Epstein holds a B.A. from Yale University
and an M.B.A. from Stanford University.
Qualifications:
With his extensive experience as an investor, director and senior financial
executive at public and private companies, including as Chief Financial Officer at
Oracle and DoubleClick, and as Operating Partner at Bessemer Venture Partners,
Mr. Epstein brings to our board of directors in-depth knowledge of the complex
accounting, financial and operational issues facing large global companies, with
particular expertise in the software industry, and an understanding of accounting
principles and financial reporting rules and regulations. In addition, Mr. Epstein’s
service on several boards of directors and audit committees of other publicly
traded companies give him significant insight into the preparation of financial
statements and knowledge of audit procedures as well as risk
management oversight.
Board of Directors and Corporate Governance
2025 Proxy Statement
15
Jeffrey Immelt
Age: 69
Director Since: 2019
Independent
Committees:
Compensation and Talent Management
(Chair)
Other Public Company Board
Experience within Last 5 Years:
NeueHealth, Inc. (formerly Bright Health
Group, Inc.) (2020-present)
Bloom Energy Corporation (2019-present)
Desktop Metal, Inc. (2018-present)
Hennessy Capital Investment Corp. V
(2021-2022)
Tuya Inc. (2021-2022)
Experience:
Mr. Immelt has served as a member of our board of directors since June 2019.
Mr. Immelt is a venture partner of New Enterprise Associates (‘‘NEA’’), a venture
capital firm, which he joined in 2018. From 2001 to 2017, Mr. Immelt served as
Chairman and Chief Executive Officer of General Electric Company (‘‘General
Electric’’). Prior to being appointed Chief Executive Officer, Mr. Immelt held several
global leadership roles at General Electric from 1982 to 2000. Mr. Immelt serves
on the boards of directors of certain of NEA’s portfolio companies and previously
served as a director of the Federal Reserve Bank of New York, as chairman of the
U.S. Presidential Council on Jobs and Competitiveness and as a trustee of
Dartmouth College. He holds a B.A. in Applied Mathematics from Dartmouth
College and an M.B.A. from Harvard University.
Qualifications:
With his extensive experience as a chief executive and director of global
businesses, including as the former Chief Executive Officer and Chairman of
General Electric, Mr. Immelt brings to our board of directors a deep expertise in
global business and financing strategy, as well as insight into managing all aspects
of a multinational business, including operations, sales and marketing, human
capital management, executive compensation, and global markets. In addition,
Mr. Immelt’s extensive public company board experience gives Mr. Immelt a
strong understanding of his role as a director and a broad perspective on key
industry issues and corporate governance matters. As a partner of a venture
capital firm, Mr. Immelt also brings knowledge of the current landscape of
emerging technologies and companies in our industry.
Erika Rottenberg
Age: 62
Director Since: 2016
Independent
Committees:
Nominating and Corporate Governance
(Chair)
Other Public Company Board
Experience within Last 5 Years:
Wix.com Ltd. (2014-2020)
Experience:
Ms. Rottenberg has served as a member of our board of directors since June 2016.
From March 2022 to December 2023, Ms. Rottenberg served as a Strategic Advisor at
the Chan Zuckerberg Initiative, a philanthropic initiative, after having served as its Vice
President and General Counsel from 2018 to 2022. From 2008 to 2014, Ms. Rottenberg
served as Vice President, General Counsel and Secretary at LinkedIn Corporation
(‘‘LinkedIn’’), a professional networking company. From 2004 to 2008, Ms. Rottenberg
served as Senior Vice President, General Counsel and Secretary at SumTotal Systems,
Inc., a talent management enterprise software company. From 1996 to 2002,
Ms. Rottenberg served in several roles at Creative Labs, Inc., a computer peripheral and
digital entertainment product company, including as Vice President, Strategic
Development and General Counsel. From 1993 to 1996, Ms. Rottenberg served as an
attorney at Cooley LLP, a law firm, specializing in corporate and employment law.
Ms. Rottenberg holds a B.S. in Special and Elementary Education from the State
University of New York at Geneseo and a J.D. from the University of California, Berkeley
School of Law, formerly known as Boalt Hall School of Law.
Qualifications:
With her extensive experience as an executive and director of private and public
technology companies, including as General Counsel of LinkedIn, Ms. Rottenberg brings
to our board of directors expertise in corporate governance, risk management oversight,
business operations, and legal and compliance matters, including privacy, security and
intellectual property. Ms. Rottenberg has a deep understanding of the complex legal,
regulatory and corporate governance issues that we face as a global, publicly traded
technology company.
Board of Directors and Corporate Governance
16
2025 Proxy Statement
Khozema Shipchandler
Age: 51
Director Since: 2024
Committees:
None
Other Public Company Board
Experience within Last 5 Years:
Smartsheet Inc. (2023-2025)
Experience:
Mr. Shipchandler has served as our Chief Executive Officer and as a member of
our board of directors since January 2024. Prior to that, Mr. Shipchandler served
as our President, Twilio Communications from March 2023 to January 2024, as
our Chief Operating Officer from 2021 to 2023, and as our Chief Financial Officer
from 2018 to 2021. From 2015 to 2018, Mr. Shipchandler served as Chief
Financial Officer and Executive Vice President of Corporate Development at GE
Digital, an operational technology and infrastructure software company that is a
division of General Electric, a multinational conglomerate. From 1996 to 2015,
Mr. Shipchandler served in various executive roles at General Electric, including as
Chief Financial Officer, Middle East, North Africa and Turkey from 2011 to 2013.
Mr. Shipchandler holds a B.A. in English and Biology from Indiana
University Bloomington.
Qualifications:
With over 25 years of experience growing businesses and driving financial
performance across global, public organizations, Mr. Shipchandler brings to our
board of directors significant operational and financial leadership skills and
expertise, particularly related to companies in the technology and software
industry. He also brings a deep and valuable understanding of Twilio’s business,
operations and culture, having served in key senior executive roles at Twilio
since 2018.
Andrew Stafman
Age: 37
Director Since: 2024
Independent
Committees:
Audit
Other Public Company Board
Experience within Last 5 Years:
None
Experience:
Mr. Stafman has served as a member of our board of directors since March 2024.
Mr. Stafman has been a partner at Sachem Head Capital Management LP, a
value-oriented investment management firm based in New York, since 2013. Prior
to Sachem Head, Mr. Stafman worked as an Associate at Silver Lake Partners, a
global private equity firm focused on technology-enabled investments.
Mr. Stafman holds a B.S. in Economics, with a concentration in Finance, from The
Wharton School at the University of Pennsylvania.
Qualifications:
During his time at Sachem Head, Mr. Stafman has led prominent activist positions
and software related investments. He previously worked in private equity at Silver
Lake Partners. Mr. Stafman has extensive knowledge of corporate strategy in
finance and corporate governance matters as a result of his investment and
private equity background.
Board of Directors and Corporate Governance
2025 Proxy Statement
17
Director Independence
Our Class A common stock (‘‘common stock’’) is listed on the New York Stock Exchange (‘‘NYSE’’). Under the listing standards of the
NYSE (the ‘‘NYSE Listing Standards’’), independent directors must comprise a majority of a listed company’s board of directors. In
addition, the NYSE Listing Standards require that, subject to specified exceptions, each member of a listed company’s audit,
compensation, and nominating and corporate governance committees be independent. Under the NYSE Listing Standards, a
director will only qualify as an ‘‘independent director’’ if, in the opinion of that listed company’s board of directors, that director does
not have a material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that
has a relationship with such listed company).
Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities
Exchange Act of 1934, as amended (the ‘‘Exchange Act’’) and the NYSE Listing Standards. Compensation committee
members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the NYSE
Listing Standards.
Our board of directors has undertaken a review of the independence of each director. Based on information provided by each
director concerning his or her background, employment and affiliations, our board of directors has determined that Messrs.
Bell, Epstein, Immelt, Patrick and Stafman (and Mr. Deeter during his board service), and Mses. Dubinsky, Rottenberg and
Suzuki do not have a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that each of these directors is ‘‘independent’’ as that term is defined under the NYSE Listing
Standards. In making these determinations, our board of directors considered the current and prior relationships that each
non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in
determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the
transactions involving them described in the section titled ‘‘Certain Relationships and Related Party Transactions.’’ None of our
non-employee directors have been employed by our company over the last five years.
Board Leadership Structure
Our board of directors periodically reviews its leadership structure. In January 2024, our board of directors decided that it
would be in the best interests of our company and our stockholders to separate the positions of board chair and Chief
Executive Officer. As a result, the roles are currently separated, and Mr. Epstein, an independent director, serves as board chair.
We believe that the structure of our board of directors, with Mr. Shipchandler acting as Chief Executive Officer, Mr. Epstein
acting as board chair, and all-independent committees overseeing our company’s operations, risks, performance and strategy,
provides the most effective governance framework at this time and allows us to benefit from Mr. Epstein’s independent
oversight, while enabling Mr. Shipchandler to focus his attention on our business operations and strategy. We believe that an
independent board chair helps further facilitate relations between our board of directors, our Chief Executive Officer and other
senior management, assists our board of directors in reaching consensus on particular strategies and policies, fosters robust
evaluation processes, and efficiently allocates oversight responsibilities between the independent directors and management.
In accordance with our corporate governance guidelines, if our board chair were not an independent director, our board of
directors would appoint an independent director to serve as lead independent director.
Independent Board Chair
As board chair, Mr. Epstein presides over meetings of our board of directors, works with senior management to prepare
agendas for such meetings, serves as a liaison to facilitate and promote communication between senior management and the
board of directors, leads engagement with stockholders on behalf of the board, assists in the board’s oversight of key
governance matters, and undertakes such additional duties as the board of directors determines.
Mr. Epstein is an experienced director who has served as an empowered, independent voice on our board of directors since
2017. Having served as our lead independent director and chair of our audit committee, he possesses an in-depth knowledge
of our company’s strategy, operations and risks, as well as the demonstrated leadership and relationships to render him an
effective liaison with senior management and a respected, expert leader on our board of directors. We believe our company
and our stockholders also benefit from Mr. Epstein’s extensive outside expertise and perspective, having served for many years
in senior management and board leadership roles at numerous other public companies.
Board of Directors and Corporate Governance
18
2025 Proxy Statement
Independent Directors and Committees
Our board of directors believes that Mr. Epstein is a strong and effective board chair, serving as an independent voice at the
forefront of our leadership structure.
Our independent directors regularly meet in executive sessions led by the board chair after meetings of the board of directors
and committees, as needed. These executive sessions allow our independent directors to discuss, without management
present, our strategy, the performance and compensation of our Chief Executive Officer and other senior management,
effectiveness of our board of directors, and other matters.
Only independent directors serve on the audit committee, the nominating and corporate governance committee and the
compensation committee, which we believe provides strong independent leadership and oversight for each of these
committees. As a result of the board of directors’ committee system, the independence of our board chair and the existence of
a significant majority of independent directors, our board of directors believes it maintains effective oversight of our business
operations, including independent oversight of our financial statements, executive compensation, selection of director
candidates, stockholder outreach efforts, and corporate governance programs.
Board and Committee Meetings
Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors
currently consists of nine members.
During 2024, our board of directors held nine meetings (including regularly scheduled and special meetings), and each director
attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for
which he or she had been a director and (ii) the total number of meetings held by all committees of our board of directors on
which he or she served during the periods that he or she served.
Although our corporate governance guidelines do not have a formal policy regarding attendance by members of our board of
directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All members of our
board of directors then serving in such capacity attended our 2024 annual meeting of stockholders.
Board Committees and Responsibilities
Our board of directors has established an audit committee, a compensation and talent management committee and a
nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board
of directors is described below. Members serve on these committees until their resignation or until otherwise determined by our
board of directors.
Board of Directors
Independent
Audit Committee
Compensation and Talent
Management Committee
Nominating and Corporate
Governance Committee
Charles Bell
Donna Dubinsky
Jeff Epstein
Jeffrey Immelt
Deval Patrick
Erika Rottenberg
Khozema Shipchandler
Andrew Stafman
Miyuki Suzuki
Independent Director
Committee Member
Committee Chair
Board of Directors and Corporate Governance
2025 Proxy Statement
19
Audit Committee
MEMBERS
Our audit committee consists of Messrs. Epstein, Bell and Stafman, with Mr. Epstein
serving as chair. Mr. Epstein has extensive experience as a Chief Financial Officer, including
at Oracle and DoubleClick. Each member of our audit committee meets the requirements
for independence under the NYSE Listing Standards and Securities and Exchange
Commission (‘‘SEC’’) rules (and Mses. Dubinsky and Rottenberg met such requirements
during their service on our audit committee). Each member of our audit committee also
meets the financial literacy and sophistication requirements of the NYSE Listing Standards
(and Mses. Dubinsky and Rottenberg met such requirements during their service on our
audit committee). In addition, our board of directors has determined that Mr. Epstein is an
audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under
the Securities Act of 1933, as amended (the ‘‘Securities Act’’).
No member of our audit committee may simultaneously serve on the audit committee of
more than three public companies unless our board of directors determines that such
simultaneous service would not impair the ability of such member to effectively serve on our
audit committee.
Our audit committee, among other things:
•
selects a qualified firm to serve as the independent registered public accounting firm to
audit our financial statements;
•
helps to ensure the independence and performance of the independent registered
public accounting firm;
•
discusses the scope and results of the audit with the independent registered public
accounting firm, and reviews, with management and the independent registered public
accounting firm, our interim and year-end results of operations;
•
develops procedures for employees to submit concerns anonymously about
questionable accounting or audit matters;
•
reviews (i) the framework and processes by which management assesses the
Company’s risk profile and risk exposure, (ii) our major risk exposures, including
financial, accounting, tax, operational, privacy, information and data security,
cybersecurity, competition, legal and regulatory, and (iii) the Company’s processes to
monitor and mitigate such exposures;
•
evaluates and discusses with management our risks, controls and procedures related to
privacy, cybersecurity and information and technology security and related disclosure;
•
reviews related party transactions;
•
maintains our code of conduct and considers questions of conflicts of interest; and
•
approves or, as required, pre-approves, all audit and all permissible non-audit services,
other than de minimis non-audit services, to be performed by the independent
registered public accounting firm.
Our audit committee operates under a written charter that satisfies the applicable rules and
regulations of the SEC and the NYSE Listing Standards. A copy of the charter of our audit
committee is available on our website at https://investors.twilio.com.
Our audit committee held eight meetings during 2024.
Jeff Epstein (Chair)
Charles Bell
Andrew Stafman
INDEPENDENCE
100%
MEETINGS IN 2024
8
Board of Directors and Corporate Governance
20
2025 Proxy Statement
Compensation and Talent Management Committee
MEMBERS
Our compensation committee consists of Messrs. Immelt and Epstein and Ms. Suzuki, with
Mr. Immelt serving as chair. Each member of our compensation committee meets the
requirements for independence under the NYSE Listing Standards and SEC rules. Each
member of our compensation committee is also a non-employee director, as defined
pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation
committee, among other things:
•
reviews, determines, and approves, or makes recommendations to our board of
directors regarding, the compensation of our executive officers;
•
oversees the evaluation of our management;
•
reviews corporate succession plans for our executive officers;
•
administers our stock and equity compensation plans;
•
reviews and approves, or makes recommendations to our board of directors, regarding
incentive compensation and equity compensation plans;
•
establishes and reviews general policies relating to compensation and benefits of our
employees; and
•
reviews and discusses with management our human capital management activities,
including, among other things, matters relating to talent management and development,
talent acquisition, employee engagement, and culture and inclusion.
Our compensation committee operates under a written charter that satisfies the applicable
rules of the SEC and the NYSE Listing Standards. A copy of the charter of our
compensation committee is available on our website at https://investors.twilio.com.
Our compensation committee held six meetings during 2024.
Jeffrey Immelt (Chair)
Miyuki Suzuki
Jeff Epstein
INDEPENDENCE
100%
MEETINGS IN 2024
6
Board of Directors and Corporate Governance
2025 Proxy Statement
21
Nominating and Corporate Governance Committee
MEMBERS
Our nominating and corporate governance committee consists of Mses. Rottenberg and
Dubinsky and Mr. Patrick, with Ms. Rottenberg serving as chair. Each member of our
nominating and corporate governance committee meets the requirements for
independence under the NYSE Listing Standards and SEC rules (and Mr. Deeter met such
requirements during his service on our nominating and corporate governance committee).
Our nominating and corporate governance committee, among other things:
•
identifies, evaluates and selects, or makes recommendations to our board of directors
regarding, nominees for election to our board of directors;
•
considers and makes recommendations to our board of directors regarding the
composition of our board of directors and its committees;
•
reviews and assesses the adequacy of our corporate governance guidelines and
policies and practices and recommends any proposed changes to our board of
directors;
•
oversees and periodically reviews our environmental, social and governance activities
and programs; and
•
evaluates the performance of our board of directors and of individual directors.
Our nominating and corporate governance committee operates under a written charter that
satisfies the applicable NYSE Listing Standards. A copy of the charter of our nominating
and corporate governance committee is available on our website at
https://investors.twilio.com.
Our nominating and corporate governance committee held four meetings during 2024.
Erika Rottenberg (Chair)
Donna Dubinsky
Deval Patrick
INDEPENDENCE
100%
MEETINGS IN 2024
4
Board of Directors and Corporate Governance
22
2025 Proxy Statement
Director Selection and Board Evaluation
Identifying and Evaluating Director Nominees
The board of directors has delegated to the nominating and corporate governance committee the responsibility of identifying
suitable candidates for nomination to the board of directors (including candidates to fill any vacancies that may occur) and
assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the committee’s
charter. The nominating and corporate governance committee uses a variety of methods for identifying and evaluating director
nominees, including retaining a third-party search firm from time to time to identify and review candidates for membership on
our board of directors. The nominating and corporate governance committee may gather information about the candidates
through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and
corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate
governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an
individual basis and taking into account the overall composition and needs of the board of directors. Based on the results of the
evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’
approval as director nominees for election to the board of directors.
On March 2024, we entered into a cooperation agreement (the ‘‘Cooperation Agreement’’) with Sachem Head Capital
Management LP and certain of its affiliates (collectively, ‘‘Sachem Head’’). Pursuant to the Cooperation Agreement, our board of
directors appointed Andrew Stafman to the board of directors as a Class II director in March 2024 and Mr. Stafman was
re-elected as a director by our stockholders at our 2024 annual meeting of stockholders.
The Cooperation Agreement provides for customary director replacement rights, pursuant to which we and Sachem Head have
agreed to cooperate to select a successor director in the event Mr. Stafman ceases to serve as a director. Our obligation with
respect to the replacement of Mr. Stafman upon departure from the board of directors terminates in certain circumstances,
including if Sachem Head’s aggregate net long position in the Company falls below 50% of its beneficial ownership of our
outstanding shares of common stock as of the date of the Cooperation Agreement.
The Cooperation Agreement will remain effective until the later of (i) 30 calendar days after the date on which Mr. Stafman (or
any replacement director) has ceased to serve on our board of directors and (ii) one calendar day following the conclusion of
the Annual Meeting. The foregoing description does not purport to be complete and is qualified in its entirety by reference to
the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on
April 1, 2024, and is incorporated by reference herein.
Minimum Qualifications and Membership on other Boards
We have a highly effective and engaged board of directors, and members of our board of directors are expected to prepare for,
attend, and participate in all board of directors and applicable committee meetings and are encouraged to attend our annual
meetings of stockholders. The board of directors does not believe that explicit limits on the number of other boards of directors
on which the directors may serve, or on other activities the directors may pursue, are appropriate. Rather, we believe that our
directors’ service on other companies’ boards enables them to contribute valuable knowledge and perspective to our board of
directors. Nonetheless, the board of directors recognizes that carrying out the duties of a director requires a significant
commitment of time and attention, and excessive time commitments—whether other board service or otherwise—may interfere
with the ability to fulfill our board of director responsibilities. Our corporate governance guidelines require directors to notify the
chair of the nominating and corporate governance committee in connection with an invitation to join the board of directors of
another company, whether public or private. Directors must also regularly update the Company regarding directorships and
similar positions, so that the potential for conflicts or other factors that may compromise a director’s ability to perform their
duties may be fully assessed.
Our board of directors has delegated to our nominating and corporate governance committee the responsibility of identifying
suitable candidates for nomination to our board of directors (including candidates to fill any vacancies that may occur) and
assessing their qualifications in light of the policies and principles in our corporate governance guidelines and the nominating
and corporate governance committee’s charter. Our nominating and corporate governance committee uses a variety of
methods for identifying and evaluating director nominees, which may include consultation with a third-party search firm, and
considers all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director
candidates, our nominating and corporate governance committee considers the current size and composition of our board of
directors and the needs of our board of directors and the respective committees of our board of directors. We seek to have a
board composed of highly qualified directors representing a diverse range of expertise, backgrounds, and perspectives, and we
Board of Directors and Corporate Governance
2025 Proxy Statement
23
require that the nominating and corporate governance committee (and any third-party search firm that it engages) include, in
each initial director search pool, qualified candidates who reflect diverse backgrounds, including diversity of gender and
race/ethnicity. While we strive for a diverse mix of candidates and perspectives, all decisions are made without regard to
gender, race/ethnicity, or other protected characteristics and we do not maintain a policy with respect to any specific number of
diverse individuals on our board of directors. We do not utilize term or age limits, as our board of directors does not believe that
arbitrary limits on the number of consecutive terms a director may serve or on a director’s age are appropriate in light of the
substantial benefits resulting from a sustained focus on the Company’s business, strategy and industry over a significant period
of time. Some of the qualifications that our nominating and corporate governance committee considers include:
•
integrity, judgment and adherence to high personal ethics and character;
•
demonstrated achievement and competence in their fields, business acumen, understanding of our business and
industry, the ability to offer advice and guidance to our management team, the ability to make significant
contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director;
•
diversity in breadth and quality of experience, personal and professional experience, expertise, and other qualities
and attributes;
•
skills, education and expertise;
•
independence and potential conflicts of interest; and
•
the scope and breadth of other commitments.
In addition to the above criteria, our nominating and corporate governance committee may also consider such other factors as
it may deem, from time to time, to be in our and our stockholders’ best interests.
Our nominating and corporate governance committee reviews the totality of the circumstances of each nominee and each
board member to assess the ability of such individuals to devote the requisite time to fulfilling the responsibilities of service on
our board of directors and applicable committees. Our nominating and corporate governance committee evaluates many
factors when assessing the effectiveness and active involvement of each director, including the director’s attendance at board
and committee meetings, participation and level of engagement during these meetings, the director’s other time commitments,
the role played by the director on our board of directors and on any other boards, including committee membership and chair
designation, and the experience and expertise of the director, including both relevant industry experience and service on other
public company boards, which may enable the director to serve on multiple boards effectively.
Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board of
directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and
corporate governance committee recommends to our full board of directors the director nominees for selection.
Board Evaluation
Annually, our nominating and corporate governance committee works with an outside advisor to conduct a comprehensive
evaluation of our board of directors, its committees and its individual members. The evaluation aims (i) to find opportunities
where our board of directors and committees can improve their performance and effectiveness, (ii) to assess any need to
evolve the composition and expertise of our board of directors and (iii) to assure that our board of directors and committees are
operating in accordance with our corporate governance guidelines and committee charters. The collection of information is
facilitated by an outside advisor to preserve integrity and anonymity of the members of our board of directors and the
Company’s senior executives.
The nominating and corporate governance committee is responsible for designing the evaluation process and establishing the
evaluation criteria. During the evaluation process, the outside advisor collects feedback from each director and members of our
senior management team, and then the results of the evaluation and any recommendations for improvement are provided to
our nominating and corporate governance committee and our board of directors. The board of directors and senior executives
of the Company review and discuss the evaluation results and any actions to be taken as a result of the discussion. Our board
of directors, including our nominating and corporate governance committee, uses the results to inform board and committee
composition, including considering the attributes and experience that are criteria for membership on our board of directors, and
to address the evolving needs of our company.
Board of Directors and Corporate Governance
24
2025 Proxy Statement
Board’s Role in Risk Oversight
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational,
cybersecurity, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our
operations as part of our enterprise risk management (‘‘ERM’’) approach. Management is responsible for the day-to-day
oversight and management of risks we face, while our board of directors, as a whole and assisted by its committees, has
responsibility for the oversight of risk management. In addition, every employee is required to complete data privacy,
cybersecurity and code of conduct training upon joining our company and each year thereafter. In its risk oversight role, our
board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by
management are appropriate and functioning as designed. As part of this approach, our board considers both the materiality of
a risk and its immediacy in making strategic decisions and helping management to prioritize resources.
Board of Directors
Audit Committee
Compensation and
Talent Management
Committee
Nominating and
Corporate Governance
Committee
Our compensation committee
assesses risks created by the
incentives inherent in our
compensation programs, policies
and practices and those related
to human capital management
issues.
Our board of directors believes that open communication between management and our board of directors is
essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer
and other members of the senior management team at quarterly meetings of our board of directors, where, among
other topics, they discuss strategy and risks facing our company.
While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of
directors in fulfilling its oversight responsibilities in certain areas of risk. These committees provide regular reports on
our risk management efforts to the full board of directors.
Our audit committee reviews
our major financial risk exposures
and the steps management has
taken to monitor and control these
exposures. Our audit committee
assists with risk oversight in key
areas such as internal control over
financial reporting and disclosure
controls and procedures, liquidity
risk, privacy, AI, cybersecurity and
information and technology security,
legal and regulatory compliance, and
discusses with management and the
independent auditor guidelines and
policies with respect to risk
assessment and risk management.
Our nominating and corporate
governance committee assists
with risk oversight responsibilities
associated with board
organization, membership and
structure, and corporate
governance.
Our full board of directors reviews strategic and operational risk in the context of reports from the management team,
receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in
significant transactions, and our board of directors and committees also engage outside advisors and experts from
time to time to assist in understanding threats, trends, and our risk environment in general. Our board of directors
believes its current leadership structure supports its risk oversight function.
Board of Directors and Corporate Governance
2025 Proxy Statement
25
Cybersecurity and Information Security Risk Oversight
Our board of directors recognizes the critical importance of maintaining the trust and confidence of our customers, business
partners and employees. Our board of directors is actively involved in oversight of our risk management program, and
cybersecurity represents an important component of our overall approach to ERM. Our board of directors’ oversight of
cybersecurity risk is supported by our audit committee, which regularly interacts with our ERM function, our Chief Digital Officer,
our Chief Information Security Officer, other members of management, and relevant committees and working groups in its
oversight of cybersecurity-related risks. Our board of directors has previously received quarterly updates from our audit
committee on ERM and cybersecurity risks after the audit committee is updated by management. As a reflection of the
importance we place on managing and overseeing cybersecurity risk, our management now provides quarterly updates directly
to the board of directors starting in 2025.
Our board of directors, in coordination with our audit committee, is responsible for monitoring and assessing strategic risk
exposure. Our audit committee receives regular presentations and reports on cybersecurity risks, which address a wide range
of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews,
the threat environment, technological trends and information security considerations arising with respect to our peers and third
parties, and risks relating to cybersecurity incidents.
Our Commitment to Responsible Business Practices
We recognize the impact that we can have on our surrounding community and environment, and we are committed to being a
responsible corporate citizen. We also value our employees and recognize the critical roles that they play in our overall success
and achieving the long-term goals of our company and stockholders. The following summarizes some of the ways in which we
foster positive impact in our communities and for our stakeholders.
Board Oversight of Our Responsible Business Practices
We are committed to sound governance and oversight of our impact on the communities where we operate and the
environment. Our board of directors has delegated formal oversight of these responsible business practices to our nominating
and corporate governance committee. Our audit committee and compensation committee also play key roles in related risk
oversight.
•
Our nominating and corporate governance committee has primary responsibility for oversight of our environmental,
social and governance activities and programs. Members of our management provide our nominating and corporate
governance committee with formal updates on such matters.
•
Our audit committee provides oversight of our enterprise risk management framework and processes. Our audit
committee also oversees matters related to privacy, AI, cybersecurity, and information and technology security,
including reviewing the adequacy of the company’s policies and processes and internal controls related to those
matters, and oversees any sustainability-related disclosure that we may be required to make under applicable law.
•
Our compensation committee oversees a range of human capital management activities and disclosure of such
matters, including relating to talent acquisition, talent management and development, employee engagement, and
culture and inclusion.
Environmental
We recognize the impact that companies can have on the environment and our goal is to limit our environmental impact and to
carry out our business activities in a sustainable manner. We are working to integrate sustainability initiatives into our business
practices by: (i) evaluating energy conservation initiatives and renewable energy purchases to improve energy efficiency of our
operations; (ii) working with our data center and cloud computing partners to measure our emissions; working to minimize data
center energy use by utilizing containerization, server virtualization, selecting efficient equipment that meets environmental
industry standards, and streamlining our code to reduce energy consumption; additionally, some of our co-location and cloud
computing partners have established 100% renewable energy goals; (iii) managing our business travel and educating our
suppliers on sustainability; (iv) monitoring our water usage and creating a systematic global approach to responsibly dispose of
our electronic waste, including through participation in vendor buy-back programs or e-cycling; and (v) fostering the promotion
of conservation by recycling, composting, and source reduction in all of our offices globally.
Board of Directors and Corporate Governance
26
2025 Proxy Statement
Social Impact of Product Portfolio
We support nonprofits tackling complex social problems. Twilio.org, the social impact arm of our company (and not a separate
legal entity), provides nonprofits with digital technology at a reduced rate and offers grant funding to help organizations scale
their missions. Whether it is fueling the technology behind crisis hotlines or building video applications that connect teachers
and students for distance learning, our nonprofit partners are creating impact at scale through communication. In 2024, more
than 25,000 social impact organizations leveraged Twilio products and funding to reach over 716 million people worldwide.
Community Involvement and Philanthropy
We believe communications play a critical role in solving some of the world’s toughest social challenges—it is the foundation for
engaging individuals or communities and guiding them toward the resources they need. Nonprofits are meeting the increased
demand for their support through communication technology, and in doing so are helping more individuals build long-term
wellbeing and helping communities recover from humanitarian crises.
Through Twilio.org, we donate and sell our products at a reduced rate to nonprofits and offer grant funding to help scale these
organizations’ missions. In 2015, we reserved 1% of our common stock to fund Twilio.org. As of December 31, 2024,
353,633 shares of our common stock were set aside to fund Twilio.org. In addition to supporting organizations through our
technology, we engage our employees through year-round volunteering opportunities, paid volunteer time off, and skills-based
activities that leverage our employees’ unique skills. One form of employee volunteering is the WePledge 1% program that
Twilio.org launched in 2019. WePledge 1% is our volunteer impact and giving program in which employees can voluntarily
pledge to give 1% of their own time, income, or equity (or a combination of all) to causes that resonate with them. In 2024, over
57% of our employees volunteered or donated.
Customer Protection, Data Privacy and Data Security
We are committed to protecting the privacy and data of our customers and users. We have implemented policies and
procedures that facilitate compliance with applicable privacy laws and work to use privacy by design in our review and
development processes.
In 2018, we obtained approval for Binding Corporate Rules—considered one of the highest global standards for data
protection. Our Binding Corporate Rules codify our guiding principles and approach to compliance with data protection laws
when processing personal information. We are also certified to the Asia-Pacific Economic Cooperation Cross Border Privacy
Rules and the European Union-United States Data Privacy Framework.
We have proactively taken steps to provide increased visibility to the Twilio community around government requests received
for customer information by municipal, state, provincial and federal governments globally. We do this by publishing semi-annual
transparency reports. Our transparency reports document how many government requests for information we receive, how we
respond, and how often we are permitted by law to notify our customers of these requests.
We train employees on policies and procedures for secure data handling and use physical and procedural safeguards to help
keep our facilities and equipment secure. All of our employees and contractors are required to complete data privacy and
cybersecurity training each year.
Culture and Inclusion
We are committed to an inclusive workplace where all employees globally are valued for their contributions and are empowered
to build their career and have an impact at Twilio.
We are an equal opportunity employer and are committed to ensuring that everyone is treated with respect and has access to
the opportunities, systems, and resources to do their best work—an imperative that is grounded in compliance with applicable
law. We support all Twilions with a wide variety of professional development opportunities as a remote-first company that
enables all employees to have an impact. We continue to invest in creating community and connection for all employees
through employee resource groups, local hubs and international councils, all of which we believe help us achieve our goal of
creating a connected, inclusive and high-performing workforce that serves our customers.
We believe this equips our employees to best serve our customers, meaningfully contribute to our overall success, and achieve
the long-term goals of our company and stockholders.
Board of Directors and Corporate Governance
2025 Proxy Statement
27
Executive Talent Management and Succession Planning
Our board of directors values senior management development and views succession planning as critical to creating long-term
stockholder value. In coordination with our Chief Executive Officer and other appropriate members of management, our
compensation committee evaluates the performance of, and succession planning for, our management team, and reports its
findings to our board of directors, works with the board of directors in evaluating potential management successors, and
confers with the Chief Executive Officer to encourage our management team’s employee development programs. Our
compensation committee also periodically reviews a succession plan for the Chief Executive Officer position, using formal
criteria to evaluate potential successors, and reporting such information to the board of directors. In conducting its evaluation,
the compensation committee considers current and future organizational needs, competitive challenges, leadership/
management potential and development and emergency situations.
In January 2024, Khozema Shipchandler was appointed Chief Executive Officer, an appointment which reflected the board's
thoughtful and long-term approach to succession planning. Prior to this appointment, Mr. Shipchandler had been elevated to a
series of senior executive roles with increasing responsibilities, including Chief Financial Officer in 2018, Chief Operating Officer
in 2021, and as President of the Communications business unit in 2023.
Corporate Governance Policies
Corporate Governance Guidelines and Code of Conduct
Our board of directors has adopted corporate governance guidelines that address items such as the qualifications and
responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in
general. In addition, our board of directors has adopted a code of conduct that applies to all of our employees, officers and
directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. A copy
of our corporate governance guidelines and code of conduct is available on our website at https://investors.twilio.com and may
also be obtained without charge by contacting our Corporate Secretary at Twilio Inc., 101 Spear Street, Fifth Floor, San
Francisco, California 94105. We intend to disclose any amendments to our code of conduct, or waivers of its requirements, on
our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. During 2024,
no waivers were granted from any provision of our code of conduct.
Compliance and Ethics
Our culture of integrity starts with our corporate governance guidelines and code of conduct, and includes efforts in risk
assessment, development of policies, procedures, training, auditing, monitoring, investigations and remediation of potential
compliance matters. We have also implemented mandatory anti-harassment, anti-corruption and anti-bribery training as well as
more targeted compliance training aimed at addressing the compliance risks of specific roles and business functions.
Furthermore, in order to promote a high standard of ethical and professional conduct within our company, we have engaged
with an impartial third party to administer an ethics reporting hotline where, as permitted by law, employees, contractors,
customers and vendors may address any issues on a confidential and anonymous basis. Employees may choose the method
with which they are most comfortable to discuss any issues or complaints, whether it is through their manager, our human
resources partners, or the reporting hotline. In addition, our code of conduct applies to all of our employees, including our
officers and board of directors. Violations of the code of conduct may result in disciplinary action, up to and including
termination of employment.
Stockholder Recommendations and Nominations to the Board of Directors
Stockholders may submit recommendations for director candidates to the nominating and corporate governance committee by
sending the individual’s name and qualifications to our Chief Legal Officer at Twilio Inc., 101 Spear Street, Fifth Floor, San
Francisco, California 94105, who will forward all recommendations to the nominating and corporate governance committee.
The nominating and corporate governance committee will evaluate any candidates recommended by stockholders against the
same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by
directors or management.
Under our fourth amended and restated bylaws (our ‘‘bylaws’’), stockholders may also nominate directors for election at an
annual meeting of stockholders. To nominate a director, the stockholder must provide proper written notice that sets forth all of
the information required by our bylaws, as well as the additional information required by Rule 14a-19(b) under the Exchange
Board of Directors and Corporate Governance
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2025 Proxy Statement
Act. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, as
described below under the section titled ‘‘Procedural Matters—What is the deadline to propose actions for consideration at
next year’s annual meeting of stockholders or to nominate individuals to serve as directors?—Stockholder Proposals.’’
Stockholder and Other Interested Party Communications
Our board of directors provides to every stockholder and any other interested parties the ability to communicate with the board
of directors as a whole, with our non-management directors as a group, and with individual directors on the board of directors
through an established process for stockholder communication. For a stockholder communication directed to the board of
directors as a whole or to our non-management directors as a group, stockholders and other interested parties may send such
communication via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 101 Spear Street, Fifth Floor, San Francisco, California
94105, Attn: Chief Legal Officer.
For a stockholder or other interested party communication directed to an individual director, including our non-management
directors, in his or her capacity as a member of the board of directors, stockholders and other interested parties may send
such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 101
Spear Street, Fifth Floor, San Francisco, California 94105, Attn: [Name of Individual Director].
We encourage stockholders to email any such communications to us at legalnotices@twilio.com to help ensure prompt receipt.
Our Chief Legal Officer, Chief Financial Officer, or a Vice President, Legal, in consultation with appropriate members of our
board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be
forwarded to the appropriate member or members of our board of directors, or if none is specified, to our board chair.
Insider Trading Policy and Compliance
Our board of directors has adopted our Amended and Restated Policy on Insider Trading and Disclosure (our ‘‘Insider Trading
Policy’’) governing the purchase, sale, and/or other disposition of our securities by directors, officers, employees, and other
covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and
regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as an exhibit to
our Annual Report on Form 10-K for the year ended December 31, 2024.
From time to time, we repurchase our securities under our repurchase authorizations. In connection with such activities, we
comply with all applicable securities laws.
Non-Employee Director Compensation
Non-Employee Director Compensation Policy
We have adopted a compensation policy for our non-employee directors (as amended and restated from time to time, the
‘‘Non-Employee Director Compensation Policy’’) to attract, retain and award these individuals and align their long-term interests
with those of our company and our stockholders. Our non-employee directors are paid in the form of restricted stock units
(‘‘RSUs’’) only and do not receive cash compensation. Employee directors receive no additional compensation for their service
as a director.
Decisions regarding the Non-Employee Director Compensation Policy are approved by our board of directors based on
recommendations from our compensation committee. Our compensation committee conducts an annual evaluation of the
design and competitiveness of our Non-Employee Director Compensation Policy in light of best practices, market trends and a
competitive market analysis of data for our compensation peer group prepared by its compensation consultant, and makes
appropriate recommendations to our board of directors with respect to the compensation of our non-employee directors.
During 2024, our compensation committee engaged Compensia, Inc. (‘‘Compensia’’), a national compensation consulting firm,
as its independent compensation consultant to advise on, among other things, non-employee director compensation matters.
In doing so, our compensation committee reviewed and considered a peer group compensation data analysis prepared by
Compensia to understand market non-employee director compensation practices. Following a review and consideration of
market data, our compensation committee recommended to our board of directors, and our board of directors approved, that
non-employee director compensation would continue to be paid solely in the form of RSUs and the value of such
non-employee director compensation would remain unchanged from 2023 levels, except that our Non-Employee Director
Compensation Policy was amended in light of our newly created independent board chair role to add an annual equity retainer
for such role having a value of $75,000.
Board of Directors and Corporate Governance
2025 Proxy Statement
29
For purposes of the amounts described in this section, the values are calculated as set forth in the Non-Employee Director
Compensation Policy. For the aggregate grant date fair value of the RSUs awarded to the non-employee directors in 2024,
calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (‘‘FASB
ASC Topic 718’’), please see ‘‘2024 Non-Employee Director Compensation Table’’ below.
Annual Equity Grant and Annual Equity Retainer
For 2024, our non-employee directors received compensation in the form of RSUs only. Pursuant to our Non-Employee
Director Compensation Policy, each non-employee director who continues as a member of our board of directors following
each annual meeting of stockholders receives a grant of RSUs having a value of $250,000 (the ‘‘Annual Equity Grant’’).
Each non-employee director also receives an annual equity retainer for board and committee membership, the values of which
are as set forth below. The aggregate amount that each non-employee director receives for such director’s membership on our
board of directors, as a member or chair of a committee, or as the independent board chair or lead independent director, is
referred to as the ‘‘Annual Equity Retainer’’.
Annual Equity Retainer for Board Membership (the ‘‘Annual Board Retainer’’)(1)
$45,000
Additional Annual Equity Retainer for Independent Board Chair(1)
$75,000
Additional Annual Equity Retainer for Lead Independent Director
$30,000
Additional Annual Equity Retainer for Committee Membership:
Chair Retainer
Member Retainer
Audit Committee
$26,000
$13,000
Compensation and Talent Management Committee
$20,000
$10,000
Nominating and Corporate Governance Committee
$12,000
$ 6,000
(1)
In April 2025, our compensation committee conducted a review with Compensia of peer company board compensation trends, and our Non-Employee
Director Compensation Policy was amended as follows: (i) the Annual Board Retainer was increased from $45,000 to $60,000 and (ii) the additional annual
equity retainer for independent board chair was increased from $75,000 to $100,000.
The Annual Equity Grant and Annual Equity Retainer are granted in four quarterly installments over the course of the year that
commences on the date of each annual meeting of stockholders, with such grants to be made on each of September 15,
December 15, March 15, and the earlier of (i) June 15 or (ii) the day that is immediately prior to the next subsequent annual
meeting of stockholders (each such date, a ‘‘Quarterly Date,’’ and each such grant, a ‘‘Quarterly Grant’’). The value of each
Quarterly Grant is equal to the value of the portion of the Annual Equity Retainer and Annual Equity Grant applicable to the
period beginning on the day after the immediately preceding Quarterly Date and ending on the then-current Quarterly Date (the
‘‘Quarterly Period’’), based on the board and committee roles held by the non-employee director during such Quarterly Period.
The number of RSUs granted for each Quarterly Grant is determined by dividing the applicable values by the average closing
market price on NYSE of one share of our common stock over the trailing 30-day period ending five business days before the
effective date of the applicable grant, rounded down to the nearest whole share. Each Quarterly Grant is fully vested upon the
date of grant.
Initial Equity Grants
Our Non-Employee Director Compensation Policy during 2024 provided that, upon initial election to our board of directors,
each non-employee director would be granted RSUs having a value of $575,000 (the ‘‘Initial Equity Grant’’). The Initial Equity
Grant vests in equal annual installments over three years, subject to continued service as a director through the applicable
vesting dates; provided, however, that if a non-employee director is elected on a date other than at the annual meeting of
stockholders, one-third of such value is pro-rated by the amount of time between such election and the next annual meeting of
stockholders and such pro-rated portion vests on the day prior to the next annual meeting of stockholders (the ‘‘Initial Vesting
Date’’), with the other two-thirds vesting annually on the one and two-year anniversaries of the Initial Vesting Date over the
following two years following such Initial Vesting Date.
Board of Directors and Corporate Governance
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2025 Proxy Statement
During 2024, the number of RSUs for the Initial Equity Grant was determined by dividing the applicable value by the average
closing market price on NYSE of one share of our common stock over the trailing 30-day period ending five business days
before the effective date of the grant, rounded down to the nearest whole share.
Other Non-Employee Director Compensation Terms
Awards granted under our Non-Employee Director Compensation Policy are subject to full accelerated vesting upon a ‘‘sale
event,’’ as defined in our 2016 Stock Option and Incentive Plan (as amended and restated, the ‘‘2016 Plan’’).
Our Non-Employee Director Compensation Policy also provides that, pursuant to the 2016 Plan, the aggregate amount of
compensation, including both equity compensation and cash compensation but excluding expense reimbursement, paid to any
non-employee director in a calendar year will not exceed $750,000 (or such other limit as may be set forth in the 2016 Plan or
any similar provision of a successor plan).
We also reimburse all reasonable out-of-pocket expenses incurred by our non-employee directors for their attendance at
meetings of our board of directors or any committee thereof.
Non-Employee Directors’ Deferred Compensation Program
In July 2017, we implemented a Non-Employee Directors’ Deferred Compensation Program to offer our non-employee
directors the ability to defer the receipt of any RSUs granted to them from Initial Equity Grants or Annual Equity Grants under
the 2016 Plan. In advance of an award of RSUs and in compliance with the program’s requirements, a non-employee director
may elect to defer the receipt of all of his or her RSUs until the earliest of (i) 90 days after such non-employee director ceases to
serve as a member of our board of directors; (ii) the consummation of a ‘‘sale event’’; or (iii) 90 days after the non-employee
director’s death (such earliest date, the ‘‘Payment Event’’). Upon the vesting of the RSUs, any amounts that would otherwise
have been paid in shares of our common stock will be converted into deferred stock units (‘‘DSUs’’) on a one-to-one basis and
credited to the non-employee director’s deferral account. The DSUs will be paid in shares of our common stock on a
one-to-one basis in a single lump sum (and will cease to be held in the non-employee director’s deferred account) as soon as
practicable following the Payment Event.
Death Equity Acceleration Policy
See ‘‘Executive Compensation—Other Compensation Policies and Practices—Death Equity Acceleration Policy’’ for a
discussion of the treatment of equity awards upon the termination due to death of an employee’s or non-employee director’s
employment or other service relationship with us or any of our subsidiaries.
Stock Ownership Policy
In April 2018, we adopted a stock ownership policy for our non-employee directors, which was amended and restated in
September 2020 and March 2022. Our stock ownership policy (as amended, the ‘‘Stock Ownership Policy’’), requires our
non-employee directors to acquire and hold a number of shares of our common stock equal in value to five times the Annual
Board Retainer (as then in-effect). We only count directly and beneficially owned shares, in addition to shares underlying vested
RSUs that are held or deferred. We do not count shares underlying vested and unexercised in-the-money stock options,
unvested options, unvested RSUs or other unvested equity awards. Each non-employee director has five years from the later of
his or her initial election to the board of directors or from the effective date of the Stock Ownership Policy to attain the required
ownership level. As of December 31, 2024, all of our non-employee directors are in compliance with our Stock Ownership
Policy or are within the five-year phase in period.
Board of Directors and Corporate Governance
2025 Proxy Statement
31
2024 Non-Employee Director Compensation Table
The following table provides information regarding the total compensation that was earned by or paid to each of our
non-employee directors in 2024, all of which was paid solely in RSUs. Neither Mr. Shipchandler nor Mr. Lawson, each of whom
served as our Chief Executive Officer during his respective service on our board of directors, received any additional
compensation for his service as a director. The compensation received by Mr. Shipchandler and Mr. Lawson, as named
executive officers, is presented in ‘‘Executive Compensation—Summary Compensation Table.’’
Name
Stock awards ($)(1)(2)
Total ($)
Charles Bell
302,941
302,941
Donna Dubinsky
301,890
301,890
Jeff Epstein
391,167
391,167
Jeffrey Immelt
313,756
313,756
Deval Patrick
298,100
298,100
Erika Rottenberg
312,998
312,998
Andrew Stafman(3)
646,811
646,811
Miyuki Suzuki
303,653
303,653
Byron Deeter(4)
142,302
142,302
(1)
Stock awards consist solely of RSUs. Annual Equity Grants and Annual Equity Retainers vest immediately upon grant. Initial Equity Grants vest in equal
annual installments over three years, subject to any pro-ration as described above. The amounts reported in this column represent the aggregate grant date
fair value of the RSUs awarded to the non-employee directors in 2024, calculated in accordance with FASB ASC Topic 718. The valuation assumptions used
in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the
SEC on February 26, 2025. As of December 31, 2024, each of Ms. Dubinsky and Messrs. Bell, Epstein and Patrick had elected to defer a portion of the
RSUs issued pursuant to each of their Quarterly Grants, which DSUs are reflected in the table above for 2024 and in the total accumulated amounts in the
table below.
(2)
As of December 31, 2024, the non-employee directors who served on our board of directors during 2024 had the following outstanding equity awards, in
addition to the DSUs set forth in the table below: Mr. Bell held 2,872 RSUs; Mr. Stafman held 6,376 RSUs; and Ms. Suzuki held 2,203 RSUs.
(3)
Mr. Stafman was appointed to our board of directors on March 30, 2024 and received an Initial Equity Grant of 7,039 RSUs.
(4)
Mr. Deeter did not stand for re-election at the 2024 Annual Meeting of Stockholders. Accordingly, his service as a director ended on June 6, 2024.
The following table sets forth the aggregate number of DSUs accumulated in each director’s deferral account as of
December 31, 2024 from deferrals of RSUs granted to them in 2024 or in prior years.
Name
Accumulated DSUs
Charles Bell
11,502
Donna Dubinsky
13,210
Jeff Epstein
34,653
Deval Patrick
12,897
Compensation Committee Interlocks and Insider Participation
During 2024, Ms. Suzuki and Messrs. Immelt and Epstein served on the compensation committee. None of the members of
our compensation committee is or has been an officer or employee of our company. None of our executive officers currently
serve, or in the past year have served, as a member of the board of directors or compensation committee (or other board
committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of
directors or compensation committee.
Board of Directors and Corporate Governance
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2025 Proxy Statement
PROPOSAL NO. 1
Election of Directors
Our board of directors is currently composed of nine members. In accordance with our certificate of incorporation, our board of
directors is divided into three classes of directors. At the Annual Meeting, three Class III directors will be elected for a three-year
term to succeed the same class whose term is then expiring.
Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death,
resignation or removal. Any increase or decrease in the number of directors will be so apportioned among the three classes as
to make all classes as nearly equal in number as is practicable. This classification of our board of directors may have the effect
of delaying or preventing changes in the control of our company.
Nominees
Our nominating and corporate governance committee has recommended, and our board of directors has approved, Donna
Dubinsky, Deval Patrick and Miyuki Suzuki as nominees for election as Class III directors at the Annual Meeting. If elected, each
of Mses. Dubinsky and Suzuki and Mr. Patrick will serve as Class III directors until the 2028 annual meeting of stockholders and
until their successors are duly elected and qualified. Each of the nominees is currently a director of our company. For
information concerning the nominees, please see the section titled ‘‘Board of Directors and Corporate Governance.’’
If you are a stockholder of record and you submit a proxy but you do not specify your voting instructions with respect to the
voting of directors, your shares will be voted ‘‘FOR’’ the election of Mses. Dubinsky and Suzuki and Mr. Patrick. We expect that
Mses. Dubinsky and Suzuki and Mr. Patrick will each accept such nomination; however, in the event that a director nominee is
unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee
designated by our board of directors to fill such vacancy. If you are a street name stockholder and you submit a proxy but you
do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.
Vote Required
Each director is elected by a plurality of the voting power of the shares of our common stock present virtually or represented by
proxy at the Annual Meeting and entitled to vote thereon. ‘‘Withhold’’ votes and broker non-votes will have no effect on the
outcome of this proposal. See ‘‘Procedural Matters—How many votes are needed for approval of each proposal?’’ for further
information.
The Board of Directors recommends a vote ‘‘FOR’’ each of the nominees named above.
2025 Proxy Statement
33
PROPOSAL NO. 2
Ratification of Appointment of Independent Registered Public
Accounting Firm
Our audit committee has appointed KPMG LLP (‘‘KPMG’’), an independent registered public accounting firm, to audit our
consolidated financial statements for our fiscal year ending December 31, 2025. During our fiscal year ended December 31,
2024, KPMG served as our independent registered public accounting firm.
Notwithstanding the appointment of KPMG, and even if our stockholders ratify the appointment, our audit committee, in its
discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit
committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual
Meeting, our stockholders are being asked to ratify the appointment of KPMG as our independent registered public accounting
firm for our fiscal year ending December 31, 2025. Our audit committee is submitting the appointment of KPMG to our
stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter
of good corporate governance. However, neither our bylaws nor other governing documents or law require stockholder
ratification of the selection of KPMG as our independent registered public accounting firm. Representatives of KPMG will be
present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to
appropriate questions from our stockholders.
If our stockholders do not ratify the appointment of KPMG, our audit committee may reconsider the appointment.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to our company by KPMG for our
fiscal years ended December 31, 2023 and 2024.
2023
2024
(in thousands)
Audit Fees(1)
$5,655
$5,195
Audit-Related Fees
—
—
Tax Fees
—
—
All Other Fees
—
—
Total Fees
$5,655
$5,195
(1)
Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial
statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in
connection with statutory and regulatory filings or engagements for those fiscal years, and the review of the financial statements included in our quarterly
reports. Fees for fiscal year 2024 also included work related to the new accounting guidance on additional disclosures related to reportable segments that
became effective for fiscal year 2024.
Auditor Independence
In our fiscal year ended December 31, 2024, there were no other professional services provided by KPMG, other than those
listed above, that would have required our audit committee to consider their compatibility with maintaining the independence
of KPMG.
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2025 Proxy Statement
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Registered Public Accounting Firm
Our audit committee has established a policy governing our use of the services of our independent registered public accounting
firm. Under this policy, our audit committee is required to pre-approve all audit, internal control-related services and permissible
non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such
services does not impair the public accountants’ independence. All services provided by KPMG for our fiscal years ended
December 31, 2023 and 2024 were pre-approved by our audit committee and were determined by our audit committee to be
compatible with maintaining KPMG’s independence.
Vote Required
The ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending
December 31, 2025 requires the affirmative vote of a majority of the voting power of the shares of our common stock present
virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote
against this proposal, and broker non-votes will have no effect.
The Board of Directors recommends a vote ‘‘FOR’’ the ratification of the appointment of
KPMG LLP as our independent registered public accounting firm.
PROPOSAL NO. 2
Ratification of Appointment of Independent Registered Public Accounting Firm
2025 Proxy Statement
35
PROPOSAL NO. 3
Non-Binding Advisory Vote to Approve the Compensation of Our
Named Executive Officers
Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to approve, on a non-binding advisory basis, the
compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation
disclosure rules of the SEC. This proposal, commonly known as a ‘‘Say-on-Pay’’ proposal, gives our stockholders the
opportunity to express their views on our named executive officers’ compensation as a whole. The vote on this resolution is not
intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive
officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.
The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee, or our board of directors.
The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation
philosophy, policies and practices, which our compensation committee will be able to consider when determining executive
compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee
value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named
executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better
understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee
will evaluate whether any actions are necessary to address those concerns.
As described in detail under the heading ‘‘Executive Compensation—Compensation Discussion and Analysis,’’ our
compensation programs are designed to effectively align the interests of our named executive officers with the interests of our
stockholders by focusing on long-term incentives that correlate with the growth of sustainable long-term value for our
stockholders. Stockholders are urged to read the section titled ‘‘Executive Compensation’’ and, in particular, the section titled
‘‘Executive Compensation—Compensation Discussion and Analysis’’ in this proxy statement, which discusses how our
executive compensation program policies and practices implement our compensation philosophy and contains tabular
information and narrative discussion about the compensation of our named executive officers. Our board of directors and our
compensation committee believe that these policies and practices are effective in implementing our compensation philosophy
and in achieving our compensation program goals.
Accordingly, we are asking our stockholders to vote on the following resolution at the Annual Meeting:
RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation paid to the
Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2025 Annual Meeting of
Stockholders, pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and
Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.
Vote Required
The approval of this advisory non-binding proposal requires the affirmative vote of a majority of the voting power of the shares
of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions
will have the effect of a vote ‘‘against’’ this proposal, and broker non-votes will have no effect.
The Board of Directors recommends a vote ‘‘FOR’’ the approval, on a non-binding
advisory basis, of the compensation of our named executive officers.
36
2025 Proxy Statement
PROPOSAL NO. 4
Management Proposal to Amend Our Certificate of Incorporation
to Declassify the Board of Directors
Under our certificate of incorporation, our board of directors is divided into three classes. Directors in each class serve on the
board of directors until the third succeeding annual meeting of stockholders after their election, such that the term of office of
one class expires at each annual meeting.
After considering feedback from our stockholders and evolving governance practices, and taking into account the
recommendation of our nominating and governance committee, our board of directors unanimously concluded that it is in the
best interests of our company and our stockholders to begin the declassification of our board of directors at our 2026 annual
meeting of stockholders (the ‘‘2026 Annual Meeting’’). This would allow our stockholders to vote on the election of the entire
board of directors each year, rather than on a staggered basis, beginning with the class of directors standing for election at the
2026 Annual Meeting.
If this Proposal No. 4 is approved by the requisite vote of our stockholders at the Annual Meeting, then each of the nominees
for director elected at this Annual Meeting will be elected to a three-year term expiring at our 2028 annual meeting of
stockholders (the ‘‘2028 Annual Meeting’’), and then, beginning with the class of directors standing for election at the 2026
Annual Meeting, each of the nominees for director would stand for election for a one-year term. Directors currently serving
terms that expire at our 2026 and 2027 annual meetings of stockholders will (subject to their earlier resignation or removal)
serve the remainder of their respective terms, and thereafter, their successors will stand for election for one-year terms. At the
2028 Annual Meeting and annual meetings thereafter, all directors will stand for election annually, and the board of directors will
no longer be classified. Any director appointed to fill a vacancy will be appointed for a term expiring upon the expiration of the
term of the director whose place is filled, except that any director appointed to fill a vacancy arising from an increase in the size
of the board of directors will be appointed for a term expiring at the earliest annual meeting of stockholders that follows such
director’s appointment.
The amendments to our certificate of incorporation proposed by this Proposal No. 4 are included with this proxy statement as
Appendix A. This description of such amendments is qualified in its entirety by reference to the text of the amendments as set
forth in Appendix A.
If this Proposal No. 4 is approved by the requisite vote of our stockholders at the Annual Meeting, the proposed amendments
to our certificate of incorporation reflected in Appendix A would be included in an amended and restated certificate of
incorporation and would become effective upon the filing of such amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders
approve the amendments. If this Proposal No. 4 is not approved by the requisite votes of our stockholders at the Annual
Meeting, the amendments to our certificate of incorporation described in this Proposal No. 4 and reflected in Appendix A would
not become effective and would not be included in an amended and restated certificate of incorporation reflecting any other
amendments adopted at the Annual Meeting, and the provisions of our certificate of incorporation that require a classified
board would continue to apply.
The approval of this Proposal No. 4 is not conditioned upon the approval of Proposals No. 5 or 6, which also propose
amendments to our certificate of incorporation. If stockholders approve any of these proposals, then we intend to file a single
amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to be effective upon
such filing, that incorporates the amendments contemplated by any and all of the proposals that pass.
2025 Proxy Statement
37
Vote Required
The approval of the amendments to our certificate of incorporation to declassify the board of directors requires the affirmative
vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the outstanding shares of our common stock
entitled to vote. Abstentions and broker non-votes will have the effect of a vote against this proposal.
The Board of Directors recommends a vote ‘‘FOR’’ the management proposal to amend
our certificate of incorporation to declassify the Board of Directors.
PROPOSAL NO. 4
Management Proposal to Amend Our Certificate of Incorporation
38
2025 Proxy Statement
PROPOSAL NO. 5
Management Proposal to Amend Our Certificate of Incorporation
to Eliminate Supermajority Voting Provisions
Under our certificate of incorporation, the affirmative vote of holders of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of the outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single
class, is required to amend or repeal, or adopt any provision inconsistent with the following provisions:
•
Article VI (regarding the board of directors, including the number of directors, the structure of the board of directors,
and the removal of directors);
•
Article VII (regarding stockholder special meetings and action by written consent, among other matters);
•
Article VIII (regarding director exculpation);
•
Article IX (regarding indemnification); and
•
Article X (regarding amendments to the certificate of incorporation), among other matters.
After considering feedback from our stockholders and evolving governance practices, and taking into account the
recommendation of our nominating and corporate governance committee, our board of directors unanimously concluded that it
is in the best interests of our company and our stockholders to amend our certificate of incorporation to eliminate provisions
that require a supermajority vote for the foregoing actions. As a result, if Proposal No. 5 is adopted and our certificate of
incorporation is amended to eliminate the foregoing supermajority voting requirements, amendments to our certificate of
incorporation would generally require the affirmative vote of the holders of a majority of the voting power of our outstanding
stock entitled to vote thereon, subject to certain limited exceptions that may require a lesser vote. In January 2025, our board
of directors made a similar change to our bylaws, amending our bylaws to lower the vote threshold for the adoption,
amendment, or repeal of our bylaws by our stockholders from 80% of the total voting power of our outstanding voting
securities to a majority of the total voting power of our outstanding voting securities entitled to vote thereon.
The amendments to our certificate of incorporation proposed by this Proposal No. 5 are included with this proxy statement as
Appendix B. This description of such amendments is qualified in its entirety by reference to the text of the amendments as set
forth in Appendix B.
If this Proposal No. 5 is approved by the requisite vote of our stockholders at the Annual Meeting, the proposed amendments
to our certificate of incorporation reflected in Appendix B would be included in an amended and restated certificate of
incorporation and would become effective upon the filing of such amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders
approve the amendments. If this Proposal No. 5 is not approved by the requisite votes of our stockholders at the Annual
Meeting, the amendments to our certificate of incorporation described in this Proposal No. 5 and reflected in Appendix B would
not become effective and would not be included in an amended and restated certificate of incorporation reflecting any other
amendments adopted at the Annual Meeting, and the provisions of our certificate of incorporation that require a supermajority
vote to amend our certificate of incorporation would continue to apply.
The approval of this Proposal No. 5 is not conditioned upon the approval of Proposals No. 4 or 6, which also propose
amendments to our certificate of incorporation. If stockholders approve any of these proposals, then we intend to file a single
amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to be effective upon
such filing, that incorporates the amendments contemplated by any and all of the proposals that pass.
2025 Proxy Statement
39
Vote Required
The approval of the amendments to our certificate of incorporation to eliminate supermajority voting provisions requires the
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the outstanding shares of our
common stock entitled to vote. Abstentions and broker non-votes will have the effect of a vote against this proposal.
The Board of Directors recommends a vote ‘‘FOR’’ the management proposal to amend
our certificate of incorporation to eliminate supermajority voting provisions.
PROPOSAL NO. 5
Management Proposal to Amend Our Certificate of Incorporation
40
2025 Proxy Statement
PROPOSAL NO. 6
Management Proposal to Amend Our Certificate of Incorporation to
Remove Inoperative Provisions, Including References to Class B
Common Stock, and Update Certain Other Miscellaneous Provisions
On June 28, 2023 (the ‘‘Final Conversion Date’’), pursuant to a sunset provision in Article IV of our certificate of incorporation,
each outstanding share of Class B common stock automatically converted into one share of Class A common stock (which we
refer to in this proposal as our ‘‘Class A common stock’’), par value $0.001 per share. The Final Conversion Date was the
seventh anniversary of the date on which the current certificate of incorporation was accepted by the Secretary of State of the
State of Delaware. Since the Final Conversion Date, there have been no shares of Class B common stock outstanding or
registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, and our certificate of incorporation
prohibits us from issuing any additional shares of Class B common stock. As a result, all references to Class B common stock
in our certificate of incorporation are superfluous.
Proposal No. 6 would amend our certificate of incorporation to remove all references to Class B common stock, including the
terms and rights associated with such stock, as well as provisions relating to the conversion of Class B common stock to
Class A common stock. The Proposal would also result in the elimination of certain definitions that pertain entirely to these
omitted provisions. As a result, the authorized equity capitalization of the Company would consist of 1,000,000,000 shares of
Class A common stock and 100,000,000 shares of undesignated Preferred Stock, par value $0.001 per share. The proposed
amendments do not effectuate any substantive changes to the rights of the Company or its stockholders; rather, they just
simplify the certificate of incorporation and make it more readable by eliminating provisions that no longer have applicability.
The amendments to our certificate of incorporation proposed by this Proposal No. 6 are included with this proxy statement as
Appendix C. This description of such amendments to our certificate of incorporation is qualified in its entirety by reference to
the text of the amendments as set forth in Appendix C.
In proposing these amendments to our certificate of incorporation, our board of directors seeks to streamline our certificate of
incorporation and remove historical provisions that are no longer applicable. Our board of directors unanimously concluded, on
the recommendation of the nominating and corporate governance committee, that the proposed changes contemplated by this
Proposal No. 6 are advisable and in the best interest of the Company and our stockholders.
If this Proposal No. 6 is approved by the requisite vote of our stockholders at the Annual Meeting, the proposed amendments
to our certificate of incorporation reflected in Appendix C would be included in an amended and restated certificate of
incorporation and would become effective upon the filing of such amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our stockholders
approve the amendments. If this Proposal No. 6 is not approved by the requisite votes of our stockholders at the Annual
Meeting, the amendments to our certificate of incorporation described in this Proposal No. 6 and reflected in Appendix C would
not become effective and would not be included in an amended and restated certificate of incorporation reflecting any other
amendments adopted at the Annual Meeting, and the provisions of our certificate of incorporation that reference Class B
common stock would remain in the certificate of incorporation.
The approval of this Proposal No. 6 is not conditioned upon the approval of Proposals No. 4 or 5, which also propose
amendments to our certificate of incorporation. If stockholders approve any of these proposals, then we intend to file a single
amended and restated certificate of incorporation with the Secretary of State of the State of Delaware, to be effective upon
such filing, that incorporates the amendments contemplated by any and all of the proposals that pass.
2025 Proxy Statement
41
Vote Required
The approval of this Proposal No. 6 and the amendments to our certificate of incorporation to remove inoperative provisions,
including references to Class B common stock, and update certain other miscellaneous provisions requires the affirmative vote
of a majority of the voting power of the outstanding shares of our common stock entitled to vote thereon. Abstentions and
broker non-votes will have the effect of a vote against this proposal.
The Board of Directors recommends a vote ‘‘FOR’’ the management proposal to amend
our certificate of incorporation to remove inoperative provisions, including references
to Class B common stock, and update certain other miscellaneous provisions.
PROPOSAL NO. 6
Management Proposal to Amend Our Certificate of Incorporation
42
2025 Proxy Statement
Report of the Audit Committee
The audit committee is a committee of the board of directors composed solely of independent directors as required by the
NYSE Listing Standards and rules of the SEC. The audit committee operates under a written charter approved by our board of
directors, which is available on our website at https://investors.twilio.com. The composition of the audit committee, the
attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in
accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the audit
committee’s performance and the adequacy of its charter on an annual basis.
With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal
controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm,
KPMG LLP (‘‘KPMG’’), is responsible for performing an independent audit of our consolidated financial statements and our
internal control over financing reporting in accordance with the auditing standards of the Public Company Accounting Oversight
Board (United States) (‘‘PCAOB’’), and to issue a report thereon. It is the responsibility of the audit committee to oversee these
activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental
responsibilities of management. In the performance of its oversight function, the audit committee has:
•
reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 and
management’s report on internal control over financial reporting with management and KPMG;
•
discussed with KPMG the matters required to be discussed by the statement on Auditing Standards No. 1301, as
amended (AICPA, Professional Standards, Vol. 1. AU section 380), and as adopted by the PCAOB in Rule 3200T;
and
•
received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB
regarding the independent accountant’s communications with the audit committee concerning independence and
has discussed with KPMG its independence.
Based on the audit committee’s review and discussions with management and KPMG, the audit committee recommended to
the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year
ended December 31, 2024.
Respectfully submitted by the audit committee of the board of directors:
Jeff Epstein (Chair)
Charles Bell
Andrew Stafman
This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be
part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing
under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by
reference, and will not otherwise be deemed ‘‘soliciting material’’ or ‘‘filed’’ under either the Securities Act or the Exchange Act.
2025 Proxy Statement
43
Executive Officers
The following table identifies certain information about our executive officers as of March 31, 2025. Each of our executive
officers are appointed by, and serve at the discretion of, our board of directors and hold office until his or her successor is duly
elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our
directors or executive officers.
Name
Age
Position
Khozema Shipchandler
51
Chief Executive Officer and Director
Aidan Viggiano
46
Chief Financial Officer
Khozema Shipchandler. See the section titled ‘‘Board of Directors and Corporate Governance—Directors—Continuing
Directors’’ for Mr. Shipchandler’s biographical information.
Aidan Viggiano. Ms. Viggiano has served as our Chief Financial Officer since March 2023. Previously, Ms. Viggiano served as
our Senior Vice President of Finance from 2021 to 2023 and as our Vice President of Corporate Finance from 2019 to 2021.
From 2003 until 2019, Ms. Viggiano served in a variety of finance leadership positions at General Electric, including, most
recently, in Investor Relations from 2018 to 2019, and as Chief of Staff to the Chief Financial Officer from 2012 until 2017.
Ms. Viggiano holds a B.S. in Economics from the Wharton School of the University of Pennsylvania.
44
2025 Proxy Statement
Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the material elements of our executive compensation program during
2024. It also provides an overview of our executive compensation philosophy and objectives. Finally, it discusses how our
compensation committee arrived at the specific compensation decisions for our executive officers, including our named
executive officers, for 2024, including the key factors that our compensation committee considered in determining their
compensation. During 2024, these individuals were:
•
Khozema Shipchandler, Chief Executive Officer and Director; Former President, Twilio Communications(1)
•
Aidan Viggiano, Chief Financial Officer
•
Dana Wagner, Former Chief Legal Officer, Chief Compliance Officer and Corporate Secretary(2)
•
Jeff Lawson, Former Chief Executive Officer and Board Chair(3)
(1)
Mr. Shipchandler was appointed Chief Executive Officer effective January 8, 2024, prior to which he served as President, Twilio Communications.
(2)
Mr. Wagner served as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary until January 1, 2025.
(3)
Mr. Lawson served as Chief Executive Officer and as a member of the board of directors until January 8, 2024.
Chief Executive Officer Transition
In January 2024, we appointed Khozema Shipchandler as our Chief Executive Officer. Mr. Shipchandler replaced Jeff Lawson,
our co-founder, who stepped down as Chief Executive Officer and as a member of our board of directors effective January 8,
2024.
Mr. Shipchandler was selected based on his over 25 years of experience growing businesses and driving financial performance
across global, public organizations, as well as his deep understanding of Twilio’s business, operations and culture. Prior to his
appointment, Mr. Shipchandler had most recently served as President, Twilio Communications from March 1, 2023. Prior to
serving in this role, Mr. Shipchandler served as our Chief Financial Officer from 2018 to 2021, Chief Operating Officer from 2021
until March 1, 2023, and previously spent over two decades at General Electric.
Since Mr. Shipchandler’s appointment as Chief Executive Officer, he has implemented significant changes to Twilio’s business,
including our executive leadership, go-to-market strategy, cost structure and capital allocation policy. Key business updates
and financial performance highlights for 2024 are discussed under ‘‘Executive Summary’’ below.
Mr. Shipchandler’s appointment was part of our long-term leadership development and succession planning strategy, which is
overseen by our compensation committee. Our succession planning process is further discussed in ‘‘Board of Directors and
Corporate Governance—Executive Talent Management and Succession Planning.’’
2025 Proxy Statement
45
Executive Summary
Business Update
Over the past two years, we have taken action to better position our business to drive durable, profitable growth and attractive
stockholder returns, amid an evolving operating environment. Key actions include:
•
Executed CEO succession process: Appointed Khozema Shipchandler as CEO, who oversaw actions to
strengthen the business and drove 57% total shareholder return from the time of his appointment in January 2024
through the end of 2024, significantly outpacing the S&P 500 and Twilio’s peer median.
•
Streamlined our organizational model: Realigned our business unit structure into a functional support model
under one organization, which we believe best positions us to optimize scale and efficiency and to deliver one
trusted, smart, and integrated platform.
•
Rationalized operating expenses: Reduced our workforce by nearly 40% since September 2022, increased
efficiency in R&D, S&M and G&A, and implemented other cost reductions across the business.
•
Improved free cash flow profile: Improved our annual net cash provided by operating activities and free cash flow
generation by nearly $1 billion between 2022 and 2024.(1)
•
Reduced stock-based compensation: Reduced stock-based compensation expense as a percentage of revenue
by over 700 basis points for 2024 as compared to 2022, and reduced equity compensation for employees generally.
•
Returned capital: Given the strength of our balance sheet and the improving free cash flow generation in our
business, completed $3 billion in aggregate share repurchase authorizations in 2023 and 2024, repurchasing
$2.3 billion and reducing total shares outstanding by 16% in 2024 alone, and authorized an additional $2 billion
repurchase program in January 2025 expiring at the end of 2027.
•
Accelerated path to profitability: Accelerated our target timeline to achieve GAAP operating profitability on a
consolidated basis to full year 2025, and achieved our first ever quarter of GAAP operating profitability in Q4 2024.
(1)
Free cash flow is a non-GAAP financial measure. See Appendix D for non-GAAP definitions and reconciliations.
Financial Performance and Capital Allocation
We are focused on creating long-term value for our stockholders by continuing to drive durable, profitable growth. Our 2024
financial highlights include the following:
•
Revenue of $4.46 billion, up 7% year-over-year. Organic revenue growth of 9% year-over-year.(1)
•
GAAP loss from operations of $53.7 million in 2024, compared with GAAP loss from operations of $876.5 million in 2023.
•
Non-GAAP income from operations of $714.4 million in 2024, compared with non-GAAP income from operations of
$533.0 million in 2023.(1)
•
Net cash provided by operating activities of $716.2 million in 2024, compared with net cash provided by operating
activities of $414.8 million in 2023.
•
Free cash flow of $657.5 million in 2024, compared with free cash flow of $363.5 million in 2023.(1)
(1)
Organic revenue growth, non-GAAP income from operations, and free cash flow are non-GAAP financial measures. See Appendix D for non-GAAP
definitions and reconciliations.
2024 Executive Compensation Program Highlights
Over the past several years, our executive compensation program has evolved to reflect our maturation as a company, focus
on profitable growth, industry standards, practices of our peers, and stockholder feedback. Since 2022, we have provided
additional performance-based compensation in the form of both cash and equity incentives, and have listened to stockholder
feedback to refine our incentive program design. In 2022, we first introduced PSUs and, in 2024, we transitioned our PSU
structure from consecutive one-year performance periods to a cumulative three-year performance period. In 2023, we
introduced performance-based cash awards and, in 2024, we formalized our short-term incentive program in the form of an
annual cash bonus plan.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
46
2025 Proxy Statement
Our compensation program for 2024 is designed to support our business initiatives to achieve durable, profitable growth while
managing retention and responding to our stockholder feedback. Our 2024 compensation program builds upon the program
adopted for 2023, which we intended to be transitional, and we expect our 2024 structure to be more reflective of our
go-forward executive compensation program.
•
We listened to our stockholders and updated our compensation program in response:
We engaged with our stockholders to understand their perspectives on our historic compensation program and to
develop appropriate responsiveness actions. We heard concerns about the magnitude of pay, based largely on the
front-loaded PSU awards granted to executives in 2022, as well as a desire to see longer performance periods,
differentiation of performance metrics across incentive plans, and continued use of annual cash incentives. In 2024,
we did not increase named executive officer base salaries, transitioned our PSU structure as described below, and
formalized an annual cash incentive program by adopting and utilizing an annual cash bonus plan. We also updated
our 2024 compensation peer group to reflect our evolving business strategy and market capitalization to ensure our
pay benchmarks remained appropriate, which had the effect of reducing our market compensation benchmarks.
•
Our 2024 PSU design featured a three-year performance period and new performance metrics:
2024 PSU grants vest based on the achievement of (i) three-year cumulative free cash flow targets (70% weighting)
and (ii) our relative total stockholder return measured against the S&P 500 Index over a three-year period (30%
weighting). No portion of these awards will be eligible to vest until 2027. These awards marked our transition away
from the 2022 PSU design, which featured three separate annual performance periods.
•
We transitioned our cash compensation program to a more market-normative structure:
Following the first grants of performance-based cash awards in 2023, our compensation committee established a
go-forward annual cash incentive plan for our executives and awarded 2024 target opportunities based on the
achievement of (i) organic revenue growth targets (50% weighting) and (ii) non-GAAP income from operations targets
(50% weighting). We decreased annual cash incentive opportunities for 2024 relative to 2023, and did not increase
the base salaries of any of our named executive officers.
•
We continued to evolve our peer group to match our business profile and size:
We updated the peer group used to set 2024 compensation by adding more companies within the broader
communications industry that also maintain software offerings to better align with our product offerings and removing
several companies that significantly exceeded our market capitalization range to move us closer to the median on
revenue and market capitalization, which had the effect of reducing our market compensation benchmarks. We
continued this evolution for our 2025 compensation peer group, with updates designed in part to position us closer
to the median of our peer group in terms of market capitalization and pursue overall balance between software
companies and internet infrastructure and communications companies.
•
2024 performance outcomes aligned with performance:
The annual cash bonuses granted in 2024 paid out at 137.0% of target as a result of organic revenue growth of
8.7%, which was between target and maximum performance, and non-GAAP income from operations of
$714.4 million, which exceeded maximum performance (performance for each metric was capped at 150%). The
2024 tranche of the PSUs granted in 2022 resulted in 0% payout due to organic revenue growth for 2024 of 8.7%,
which was below the threshold amount.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
2025 Proxy Statement
47
2024 Executive Compensation Program Design
Our compensation committee took the following key actions with respect to the compensation of our named executive officers for 2024:
Element
2024 Design
Rationale
Base Salary
No increases from 2023 levels
Our compensation committee believed our named
executive officer base salaries were competitive and did
not increase the base salaries of any of our named
executive officers from their 2023 levels.
Annual
Cash-Based
Incentive
Target awards set at 100% of base
salary with 150% maximum payout
under new go-forward annual cash
bonus plan, with the following
performance metrics: (i) organic
revenue growth (50% weighting); and
(ii) non-GAAP income from
operations (50% weighting)
Annual cash bonuses were granted under our annual cash
bonus plan adopted in late 2023. Target opportunities for
2024 were lower than the annual cash incentives awarded
for 2023, consistent with our desire to transition cash
compensation closer to market norms.
These awards were intended to incentivize near-term
performance on our key growth and profitability goals,
which are critical to our long-term ability to create
stockholder value, and further our retention objectives, as
well as our desire to reduce stock-based compensation
expense.
Long-Term
Incentive
PSUs with vesting tied to
performance against three-year
performance period: (i) free cash flow
(70% weighting); and (ii) relative total
stockholder return measured against
the S&P 500 Index over the
performance period (30% weighting)
RSUs with four-year vesting period
We granted PSUs in 2024 as part of our transition to
regular annual grants of long-term performance-based
equity going forward, which is designed to foster
alignment with our long-term performance results and
stockholder interests.
We also granted RSUs with a four-year time-based
vesting period to encourage executive retention and
further focus on creating long-term stockholder value.
The Chief Executive Officer’s weighting of 60% PSUs and
40% RSUs reflects his role having the greatest impact
among our named executive officers on our performance
outcomes.
The weighting of the equity awards granted to our other
named executive officers in 2024, 40% PSUs and 60%
RSUs, ties their incentives meaningfully to performance
outcomes while emphasizing ongoing retention
and stability.
Stockholder Feedback and Our Annual Say-on-Pay Vote
We value our stockholders’ feedback on our executive pay practices and are committed to considering this feedback as part of
our compensation-setting process.
Consistent with our stockholders’ preference, as most recently indicated in an advisory vote at our 2024 annual meeting, our
board of directors has elected to hold an advisory vote on executive compensation on an annual basis (the ‘‘Say-on-Pay Vote’’),
thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officers each
year. Our 2024 annual meeting’s Say-on-Pay Vote on the compensation of our named executive officers for 2023 received the
support of approximately 84% of the votes cast, which was a significant improvement over the prior year. Our compensation
committee considered the results of this vote and we believe this increase reflects our responsiveness to stockholders and
stockholder support for the changes made to our pay practices in 2023 and early 2024 as disclosed in last year’s proxy
statement. Given the strong level of support on the Say-on-Pay vote at our 2024 annual meeting, we did not make any
subsequent changes to our 2024 executive compensation programs beyond those described in last year’s proxy statement.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
48
2025 Proxy Statement
In order to better understand our Say-on-Pay Vote and our stockholders’ perspectives on our pay practices, we also discuss
our executive compensation program with stockholders as part of our stockholder engagement program. We then convey this
feedback to our full board of directors and relevant committees for consideration in their decision-making.
Our stockholder engagement program, including a description of the outreach we conducted in 2024 as well as a summary of
compensation-related feedback received and actions we took in response, is further discussed in ‘‘Proxy Statement
Summary—Stockholder Engagement.’’
Executive Compensation Policies and Practices
We believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of
attracting, motivating, rewarding and retaining our executive officers with the goal of aligning their interests with those of our
stockholders. The annual compensation of our executive officers, including our named executive officers, varies from year to
year based on our corporate financial and operational results and individual performance. In 2024, the principal elements of our
executive compensation program, and the purposes for each element, were as follows:
Element
Compensation Element
Objective
Base Salary
Cash
Attract and retain highly talented executives by providing
fixed compensation amounts that are competitive in
the market.
Short-Term
Incentives
Annual cash bonus
Strengthen the performance-based core of our
compensation program and enhance retention. Motivate
executive officers to achieve annual performance goals
that serve as the basis for long-term performance and
stockholder value creation. Cash serves as an effective
motivator in periods of market volatility while also reducing
compensation-related stockholder dilution.
Long-Term
Incentives
Equity awards generally in the form
of RSUs and PSUs
Align the interests of executive officers and stockholders
by motivating our executive officers to achieve long-term
stockholder value creation. Strengthen
pay-for-performance and enhance retention.
While we do not determine either contingent (‘‘variable’’) or ‘‘fixed’’ pay for each named executive officer with reference to a
specific percentage of target total direct compensation, consistent with our ‘‘pay-for-performance’’ philosophy, our
executive compensation program heavily emphasizes variable pay over ‘‘fixed’’ pay. In 2024, the majority of the target total
direct compensation of our named executive officers consisted of variable pay in the form of long-term and at-risk incentive
compensation opportunities. The following charts show the percentages of target variable pay versus target fixed pay for our
Chief Executive Officer and our other named executive officers as approved by the compensation committee for 2024 (other
than Mr. Lawson, who served as our Chief Executive Officer until January 8, 2024).
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*
Percentages may not sum due to rounding.
We believe that this approach provides balanced incentives for our executive officers to drive our financial performance and
create long-term stockholder value. See the section titled ‘‘Individual Compensation Elements’’ for information about the
principal elements of our executive compensation program, and the purposes for each element.
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our
compensation committee evaluates our executive compensation program on at least an annual basis to ensure that it is
consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we
compete for executive talent. The following summarizes our executive compensation and related policies and practices:
WHAT WE DO
WHAT WE DON’T DO
Target Compensation is Predominantly ‘‘At Risk’’
The vast majority of our executive officers’ target total direct
compensation is ‘‘at risk’’, delivered in the form of equity and
annual cash bonuses. Equity awards align compensation
with the performance of our stock price, and PSUs and
annual cash bonuses also incentivize the achievement of
corporate financial objectives.
Use a Pay-for-Performance Philosophy
Our incentive programs reflect performance metrics that are
closely aligned with our growth drivers and deliver value only
if we achieve pre-set rigorous performance targets.
‘‘Double-Trigger’’ Change-in-Control Arrangements
Change-in-control arrangements for executive officers
require both a change in control and a qualifying termination
of employment before payments and benefits are paid.
No Additional Retirement Plans
We do not offer pension arrangements, nonqualified
deferred compensation arrangements or retirement plans to
our executive officers other than a 401(k) retirement plan for
which we make matching contributions that is generally
available to all our U.S. employees.
No Guaranteed Bonuses
We do not provide guaranteed bonuses to our executive
officers.
Limited Perquisites or Other Personal Benefits
We provide limited perquisites or other personal benefits to
our executive officers, and limited related tax reimbursement
payments.
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WHAT WE DO
WHAT WE DON’T DO
Maintain an Independent Compensation Committee
Our compensation committee consists solely of
independent, non-employee directors.
Retain an Independent Compensation Advisor
Our compensation committee has engaged its own
independent compensation advisor to provide information,
analysis and other advice on executive compensation
independent of management.
Annual Executive Compensation Review
Our compensation committee conducts an annual review of
our compensation strategy, including a review of our
compensation peer group used for comparative and
benchmarking purposes.
Annual Compensation-Related Risk Assessment
Our compensation committee reviews, on an annual basis,
our compensation-related risk profile.
Stock Ownership Policy
We maintain a robust stock ownership policy for our Chief
Executive Officer, our other named executive officers and
the non-employee members of our board of directors.
Clawback Policy
We maintain a compensation recovery (‘‘clawback’’) policy
that complies with NYSE and SEC rules.
No Excise Tax Payments on Future Post-Employment
Compensation Arrangements
We do not provide any excise tax reimbursement payments
(including ‘‘gross-ups’’) with respect to payments or benefits
contingent upon a change in control of our company.
No Option Repricing
We prohibit stock option repricing without stockholder
approval.
No Hedging
We prohibit our employees, including our executive officers,
and the non-employee members of our board of directors
from engaging in hedging transactions or certain derivative
transactions relating to our securities.
No Pledging
We prohibit our employees, including our executive officers,
and the non-employee members of our board of directors
from holding our securities in a margin account or pledging
our securities as collateral for a loan.
No Special Welfare or Health Benefits
We do not provide our executive officers with any special
welfare or health benefit programs, and participation in the
employee programs that are standard in our industry sector
is on the same basis as all of our full-time employees.
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Executive Compensation Philosophy
We operate in an extremely competitive market where there is substantial and continuous competition for leadership with the
experience and skills to lead in a dynamic and innovative industry. Our executive compensation program is guided by our
overarching philosophy of paying for demonstrable performance and aligning the compensation of our executive officers with
the long-term interests of our stockholders. Consistent with this philosophy, we designed our executive compensation program
to achieve the following primary objectives:
•
reward our executive officers for the achievement of our key business objectives;
•
effectively align our executive officers’ interests with the interests of our stockholders by heavily weighting long-term
equity incentives that correlate with the growth of sustainable long-term value for our stockholders; and
•
attract, motivate, incentivize and retain employees at the executive level by providing competitive compensation to
those who contribute to our long-term success.
We believe the changes to our compensation program over the past two years discussed above continue to align with these
objectives while strengthening the performance-based core of our compensation program and reducing compensation-related
stockholder dilution, consistent with the feedback we have received from stockholders.
Oversight of Executive Compensation
Role of the Compensation and Talent Management Committee
Our compensation committee discharges many of the responsibilities of our board of directors relating to the compensation of
our executive officers, including our named executive officers, and the non-employee members of our board of directors (as
described further in ‘‘Board of Directors and Corporate Governance—Non-Employee Director Compensation’’ above). Our
compensation committee has overall responsibility for overseeing our compensation structure, philosophy, policies and benefits
programs generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our executive
officers. Our compensation committee also oversees the annual evaluation of our executive officers, including our named
executive officers, for the prior year and has the authority to retain, and has retained, an independent compensation consultant
to provide support to the committee in its review and assessment of our compensation programs.
Compensation-Setting Process
Our compensation committee determines the target total direct compensation opportunities for our executive officers, including
our named executive officers. Our compensation committee does not use a single method or measure in developing its
recommendations, nor does it establish one specific target for the total direct compensation opportunities of our executive
officers. Rather, our compensation committee generally begins its deliberations on cash and equity compensation by
considering competitive market data regarding compensation amounts and practices with an intent to weight compensation
more heavily towards equity compensation. Our compensation committee does not target a specific percentile of
compensation, but instead considers the market data, along with the factors below, to determine an executive’s compensation
with no specific weight given to any particular factor.
When formulating its recommendations for the amount of each compensation element and approving (or recommending for
approval) each compensation element and the target total direct compensation opportunity for our executive officers, our
compensation committee considers the following factors:
•
our performance against the financial and operational objectives established by our compensation committee and
our board of directors;
•
our financial performance relative to our compensation peer group;
•
the compensation levels and practices of our compensation peer group;
•
each individual executive officer’s skills, experience and qualifications relative to other similarly situated executives at
the companies in our compensation peer group and in selected broad-based compensation surveys;
•
our desire to retain experienced and talented executives in a highly competitive market, including consideration of the
retentive value of our executives’ existing outstanding equity awards;
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2025 Proxy Statement
•
the scope of each individual executive officer’s role compared to other similarly situated executives at the companies
in our compensation peer group and in selected broad-based compensation surveys;
•
the performance of each individual executive officer, based on a subjective assessment of his or her contributions to
our overall performance, ability to lead his or her business unit or function and ability to work as part of a team, all of
which reflect our core values;
•
compensation parity among our individual executive officers;
•
objectives with respect to reduction of compensation-related stockholder dilution; and
•
the recommendations provided by our Chief Executive Officer with respect to the compensation of our other
executive officers.
These factors provide the framework for compensation decision-making and final decisions regarding the compensation
opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on
the determination of pay levels quantifiable. Our compensation committee reviews the base salary levels, short-term and
long-term incentive compensation opportunities of our executive officers, including our named executive officers, each year at
the beginning of the year, or more frequently as warranted. Long-term incentive compensation is granted on a
regularly-scheduled basis, as described in ‘‘Other Compensation Policies and Practices—Equity Award Grant Policy’’ below.
Role of Chief Executive Officer
In discharging its responsibilities, our compensation committee consults with members of our management, including our Chief
Executive Officer. Our management assists our compensation committee by providing information on corporate and individual
performance, market compensation data and management’s perspective on compensation matters. Our compensation
committee solicits and reviews our Chief Executive Officer’s recommendations and proposals with respect to adjustments to
annual base salaries, short-term and long-term incentive compensation opportunities, program structures and other
compensation-related matters for our executive officers, other than with respect to his own compensation.
Our compensation committee reviews and discusses these recommendations and proposals with our Chief Executive Officer
and considers them as one factor in determining the compensation for our executive officers, including our other named
executive officers. Our Chief Executive Officer recuses himself from all deliberations and determinations regarding his own
compensation.
Role of Compensation Consultant
Our compensation committee engages an external independent compensation consultant to assist it by providing information,
analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive
compensation review. For 2024, our compensation committee engaged Compensia as its compensation consultant to advise
on executive compensation matters, including competitive market pay practices for our executive officers, the selection of our
compensation peer group, and data analysis. For 2024, the scope of Compensia’s engagement included:
•
researching, developing and reviewing our compensation peer group;
•
reviewing and analyzing the compensation for our executive officers, including our named executive officers;
•
reviewing and providing input on the Compensation Discussion and Analysis section of our proxy statement for our
2024 annual meeting of stockholders;
•
reviewing and analyzing the compensation of the non-employee members of our board of directors;
•
reviewing short-term and long-term incentive compensation practices and considerations;
•
advising on executive severance and change in control practices;
•
reviewing our executive compensation philosophy;
•
conducting a compensation risk assessment; and
•
supporting other ad hoc matters throughout the year.
The terms of Compensia’s engagement included reporting directly to our compensation committee and to the chair of our
compensation committee. Compensia also coordinated with our management for data collection and job matching for our
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executive officers and provided data and analyses in connection with the review of our equity strategy. In 2024, Compensia did
not provide any other services to us. In April 2024, our compensation committee evaluated Compensia’s independence
pursuant to the NYSE Listing Standards and the relevant SEC rules and determined that no conflict of interest had arisen as a
result of the work performed by Compensia.
Use of Market Data
For purposes of comparing our executive compensation against the competitive market, our compensation committee reviews
and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of
technology companies that are similar to us in terms of industry, revenue and market capitalization.
Our compensation committee reviews our compensation peer group at least annually and makes adjustments to its
composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer
group, and input from its compensation consultant.
In developing the compensation peer group for 2024, the following criteria were evaluated in identifying comparable
companies:
•
similar industry and competitive market for talent;
•
within a range of 0.33x to 3.0x of our revenue for the last four fiscal quarters (as of August 2023); and
•
within a range of 0.25x to 4.0x of our then-trailing 30 day average market capitalization.
In September 2023, our compensation committee reviewed our compensation peer group and upon the recommendation of its
compensation consultant, taking into consideration the criteria noted above, removed Block, Inc., Palo Alto Networks, Inc.,
Paycom Software, Inc., ServiceNow, Inc., Shopify Inc., Synopsys, Inc., The Trade Desk, Inc., Veeva Systems Inc. and Workday,
Inc., and added Akamai Technologies, Inc., AppLovin Corporation, Cloudflare, Inc., Dropbox, Inc., Dynatrace, Inc., GoDaddy
Inc., HubSpot, Inc., Nutanix, Inc. and Ubiquiti Inc. Our compensation committee determined that these updates would add
more companies within the broader communications industry that also maintain software offerings to better align with our
product offerings and remove several companies that significantly exceeded our market capitalization range, and that the
removal of these companies would appropriately reduce market compensation benchmarks. Our compensation committee
also considered stockholder feedback that supported these updates. The peer group for 2024, which was approved by our
compensation committee in September 2023, consisted of the following companies:
Akamai Technologies, Inc.
CrowdStrike Holdings, Inc.
Hubspot, Inc.
Splunk Inc.
Ansys, Inc.
DocuSign, Inc.
Nutanix, Inc.
Ubiquiti Inc.
AppLovin Corporation
Dropbox, Inc.
Okta, Inc.
Zoom Communications, Inc.
Arista Networks, Inc.
Dynatrace, Inc.
RingCentral, Inc.
Autodesk, Inc.
Fortinet, Inc.
Snap Inc.
Cloudflare, Inc.
GoDaddy Inc.
Snowflake Inc.
Our compensation committee uses data drawn from our compensation peer group, as well as data from the Radford Global
Technology executive compensation survey (the ‘‘Radford Survey’’), to evaluate the competitive market when formulating its
recommendation for the total direct compensation packages for our executive officers, including base salary and long-term
incentive compensation opportunities. The Radford Survey provides compensation market intelligence and is widely used within
the technology industry.
In addition, subsets of the Radford Survey were incorporated into the competitive assessment prepared by Compensia and
used by our compensation committee to evaluate the compensation of our executive officers. Specifically, our compensation
committee received a custom report of survey results reflecting only companies from our compensation peer group in addition
to survey results tailored solely based on revenue. The Radford Survey data supplements the compensation peer group data
and provides additional information for our named executive officers and other executive positions for which there is less
comparable public data available.
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2025 Proxy Statement
2025 Peer Group Changes
In response to stockholder feedback received in 2024, our compensation committee further refined our peer group in
September 2024 for reference in setting 2025 compensation, adding more cloud-based software companies that would
improve our market capitalization positioning within our peer group to be closer to the median, while pursuing balance overall
between software companies and those focused more on internet infrastructure and communications, and removing several
companies that significantly exceeded our market capitalization range and one company that was acquired. The updates
include removing Arista Networks, Inc., CrowdStrike Holdings, Inc. and Splunk Inc., and adding Informatica Inc., Teradata
Corp. and UiPath, Inc.
Compensation Risk Assessment
In consultation with management and Compensia, our compensation committee’s independent compensation consultant, in April 2024,
our compensation committee assessed our compensation plans, policies and practices for named executive officers and other employees
and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us. This risk assessment
included, among other things, a review of our cash and equity incentive-based compensation plans to ensure that they are aligned with
our performance goals and overall target total direct compensation to ensure an appropriate balance between fixed and variable pay
components. Our compensation committee conducts this assessment annually.
Individual Compensation Elements
In 2024, the principal elements of our executive compensation program as described under ‘‘Executive Compensation Policies
and Practices’’ above, and the purposes for each element, are described below.
Base Salary
Base salary represents the fixed portion of the compensation of our executive officers, including our named executive officers,
and is an important element of compensation intended to attract and retain highly talented individuals.
Using the competitive market data provided by its compensation consultant, our compensation committee reviews and
develops recommendations for adjusting the base salaries for each of our executive officers, including our named executive
officers, as part of its annual executive compensation review. In addition, the base salaries of our executive officers may be
adjusted by our compensation committee in the event of a promotion or significant change in responsibilities. For 2024, our
compensation committee determined to maintain 2024 base salaries at 2023 levels for all of our executive officers. In making
this decision, our compensation committee considered the factors described in ‘‘Oversight of Executive Compensation
Program—Compensation-Setting Process’’ above, and determined that the base salaries for our executive officers were
appropriately aligned with their respective roles and responsibilities.
The base salaries of our named executive officers for 2023 and 2024 were as follows:
Named Executive Officer(1)
2023
Base Salary
2024
Base Salary
Khozema Shipchandler
$1,100,000
$1,100,000
Aidan Viggiano
$
850,000(2)
$
850,000
Dana Wagner
$
600,000
$
600,000
(1)
Mr. Lawson served as our Chief Executive Officer until January 8, 2024, and his employment with the Company ended on January 12, 2024. Mr. Lawson’s
base salary during his 2024 employment was $65,535 per year, unchanged from 2023 and reflecting a reduction from $134,000 effective March 1, 2023.
(2)
Ms. Viggiano’s base salary was increased to $850,000 per year, effective March 1, 2023, in connection with her promotion to Chief Financial Officer.
The actual salaries paid to our named executive officers in 2024 are set forth in the ‘‘Summary Compensation Table’’ below.
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Annual Cash Incentives
Annual Cash Bonus Plan
We adopted an executive incentive compensation plan (‘‘Cash Bonus Plan’’) in late 2023 to formalize our use of annual cash
incentives for 2024. We considered a number of factors in approving this transition to annual cash bonuses, including
stockholder feedback and our objectives with respect to incentives, retention and reducing compensation-related stockholder
dilution. For 2024, we reduced stock-based compensation expense as a percentage of revenue by over 700 basis points as
compared to 2022.
Pursuant to the Cash Bonus Plan, our compensation committee has discretion to approve target cash awards to be paid out
based upon the achievement of performance goals, to be determined by the compensation committee, over a specified
performance period.
2024 Cash Bonus Awards
In connection with our Chief Executive Officer’s promotion in January 2024, and in April 2024 for our remaining named
executive officers, our compensation committee approved target annual bonuses pursuant to the Cash Bonus Plan, expressed
as a percentage of base salary, for each executive with payouts to be based upon financial performance goals achieved during
the 2024 performance period. The 2024 target annual cash bonuses were approved upon consideration of a number of
factors, including the importance of incentivizing our executives to achieve near-term results to support our long-term business
objectives, and our desires to retain top executive talent and to reduce the dilutive impact of our executive compensation
program, as well as stockholder feedback in favor of our annual cash bonus program.
Each of our named executive officers had an initial target annual bonus opportunity equal to 100% of base salary and
maximum payout opportunities capped at 150% of base salary. Our 2024 target annual bonuses reflected a year-over-year
decrease in annual cash incentive compensation, aimed at transitioning our cash compensation levels closer to market norms
while continuing to provide meaningful incentives focused on near-term performance on our key growth and profitability goals.
Our compensation committee also considered our near-term retention objectives, market volatility and recent stock price
performance as well as our desire to reduce stock-based compensation expense in establishing the target bonus opportunities.
The target amounts of the 2024 annual cash bonuses for our named executive officers were as follows:
Named Executive Officer(1)
Target Bonus
Opportunity
(% Base Salary)
Target Bonus
Opportunity
Khozema Shipchandler
100%
$1,100,000
Aidan Viggiano
100%
$
850,000
Dana Wagner
100%
$
600,000
(1)
Mr. Lawson’s departure preceded the 2024 annual cash bonus awards.
After evaluation of multiple potential metrics, for 2024 our compensation committee determined that targets for (i) organic
revenue growth (50% weighting) and (ii) non-GAAP income from operations (50% weighting) were the strongest incentive
metrics for the 2024 cash bonuses, representing key measures of our long-term success that are closely followed by investors
in assessing our performance outlook. In selecting organic revenue growth, our compensation committee considered, among
other factors, that the measure serves as a forecastable near-term objective in furtherance of our growth objectives, as well as
stockholder feedback and peer bonus plan structures. In selecting non-GAAP income from operations, our compensation
committee considered, among other factors, that the measure is more correlated with stockholder value creation than either
growth or profitability as standalone metrics, and serves as a near-term objective in furtherance of our profitability and free cash
flow generation goals, as well as stockholder feedback and peer bonus plan structures. Our compensation committee
determined to evenly weight the two measures consistent with our focus on profitable growth.
In April 2024, our compensation committee approved the threshold, target and maximum performance levels for both metrics
aligned to our external guidance announced in March 2024 of 5%-10% organic revenue growth and $550-600 million
non-GAAP income from operations for 2024. These targets were based on our internal forecasts at the beginning of the year,
which, relative to past performance, reflected macroeconomic volatility and an evolving operating environment while we took
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2025 Proxy Statement
several steps to transition our business toward achieving durable, profitable growth. The targets were designed to be rigorous,
requiring substantial year-over-year growth in organic revenue and non-GAAP income from operations and performance at or
above the mid-point of our announced guidance ranges to achieve target payouts. Additionally, the maximum total payout was
capped at 150% of the target bonus opportunity.
The performance goals for the 2024 annual cash bonuses are as follows:
Performance Metric
Threshold
Performance
(50% Payout)(1)
Target
Performance
(100% Payout)(1)
Maximum
Performance
(150% Payout)(1)
Weighting
Rationale
Organic Revenue
Growth(2)
5.0%
7.5%
10.0%
50%
•
Key measure of long-term
success
•
Supports our growth objectives
•
Stockholder feedback
Non-GAAP Income
from Operations(2)
$550 million
$600 million
$700 million
50%
•
Key measure of long-term
success
•
Supports our profitability and free
cash flow generation objectives
•
Correlation with stockholder
value
(1)
For each measure, no payout would be earned for such measure for achievement below the threshold indicated above. For performance at or above the
threshold, the payout would be between 50% and 150% of the target bonus opportunity for each measure, interpolated on a straight-line basis between
threshold and target and between target and maximum. The maximum total payout could not exceed 150% of the target bonus opportunity.
(2)
Organic revenue growth and non-GAAP income from operations are non-GAAP financial measures. See Appendix D for non-GAAP definitions and
reconciliations.
In February 2025, our compensation committee certified achievement of the following levels of performance for 2024:
Performance Metric
Actual
Performance Goal Payout
Percentage
Organic Revenue Growth(1)
8.7%
124.0%
Non-GAAP Income from Operations(1)
$714.4 million
150.0%
Total Performance Goal Payout Percentage
137.0%
(1)
Organic revenue growth and non-GAAP income from operations are non-GAAP financial measures. See Appendix D for non-GAAP definitions and
reconciliations.
Based on the level of achievement of these performance objectives, in February 2025 our compensation committee approved
the following payouts to our named executive officers:
Named Executive Officer(1)
Payout
Payout as % of Target
Khozema Shipchandler
$1,507,000
137%
Aidan Viggiano
$1,164,500
137%
(1)
Mr. Wagner’s employment ended on January 1, 2025 and as a result, he did not receive a cash bonus payout.
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Long-Term Incentive Compensation
We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation
program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards
are an incentive for our executive officers, including our named executive officers, to create value for our stockholders. Equity
awards also help us retain qualified executive officers in a competitive market.
Long-term incentive compensation opportunities in the form of equity awards are granted by our compensation committee on a
regularly-scheduled basis, as described in ‘‘Other Compensation Policies and Practices—Equity Award Grant Policy’’ below. All
equity awards are settleable for shares of our Class A common stock. The amount and forms of such equity awards are
determined by our compensation committee after considering the factors described in ‘‘Oversight of Executive Compensation
Program—Compensation-Setting Process’’ above. The amounts of the equity awards are also intended to provide
competitively-sized awards and resulting target total direct compensation opportunities that are competitive with the
compensation opportunities offered by the companies in our compensation peer group and Radford Survey data for similar
roles and positions for each of our executive officers, taking into consideration the factors described in ‘‘Oversight of Executive
Compensation Program—Compensation-Setting Process’’ above.
2024 Annual Equity Awards
In 2024, our compensation committee determined to grant annual equity awards (the ‘‘2024 Annual Equity Awards’’) in the form
of a combination of performance-based RSUs (the ‘‘2024 Annual PSUs’’) and time-based RSUs (the ‘‘2024 Annual RSUs’’). Our
reintroduction of PSUs in 2024, now with a longer performance period and new performance metrics, was part of our
continued adaptation of performance-based incentives to better align with stockholder expectations and industry standards.
We expect the structure of our go-forward equity compensation program to have a similar structure as our 2024 Annual
Equity Awards.
In April 2024, our compensation committee awarded 2024 Annual PSUs to our named executive officers to support the
successful execution of our profitable growth initiatives and to respond to stockholder feedback on our 2022 compensation
program and PSU structure as described under ‘‘2022 Annual Equity Awards’’ below. Our 2024 Annual PSUs are part of our
transition to regular annual grants of long-term performance-based equity going forward. The 2024 Annual PSUs have a
three-year performance period from 2024-2026 and are scheduled to vest based on the achievement of (i) three-year
cumulative free cash flow targets (70% weighting) and (ii) our relative total stockholder return measured against the S&P 500
Index over a three-year period (30% weighting), which structure reflects feedback from our stockholders. The S&P 500 Index
was selected due to its breadth, maturity and financial characteristics.
No portion of the 2024 Annual PSUs will be eligible to vest until 2027, to foster alignment with our long-term performance
results and stockholder interests. Our compensation committee determined that free cash flow and relative total stockholder
return were the most appropriate performance measures to drive long-term performance while aligning executive incentives
with the significant changes we have made to our business aimed at delivering profitable growth. Our compensation committee
evaluated multiple potential metrics when determining which performance metrics for the 2024 Annual PSUs best supported
our profitable growth initiatives – including internal financial and operational metrics as well as external stock return metrics –
and also considered stockholder feedback and industry standards.
In addition to the 2024 Annual PSUs, each named executive officer received an award of 2024 Annual RSUs in February 2024.
We believe time-based RSUs provide a strong retention incentive for our executive officers, align compensation realized by our
executives with stockholder value creation, and motivate our executive officers to achieve long-term stockholder value. The
2024 Annual RSUs were granted in February 2024 and vest over four years in equal quarterly installments between March 31,
2024 and March 31, 2028, subject to the executive’s continued service through the applicable vesting date. In determining this
vesting schedule, our compensation committee considered, among other factors, peer equity compensation practices as well
as our combination of short-term and long-term executive retention and incentive goals.
In determining the value and structure of Mr. Shipchandler’s 2024 Annual Equity Awards, in addition to the factors described
under ‘‘Oversight of Executive Compensation Program—Compensation-Setting Process,’’ the compensation committee
considered his promotion to Chief Executive Officer and the importance of incentivizing Mr. Shipchandler to successfully
navigate this critical transformation period for our company, as well as peer Chief Executive Officer sign-on benchmarks,
together with Mr. Shipchandler’s existing outstanding equity awards, and the cost of attracting a new external Chief Executive
Officer. Mr. Shipchandler’s promotion was part of our long-term leadership development and succession planning strategy, The
award was intended to immediately align Mr. Shipchandler’s interests with those of our stockholders, incentivize long-term
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2025 Proxy Statement
stockholder value creation and provide strong retentive value, taking into account the retentive value of Mr. Shipchandler’s
existing outstanding equity awards. The 2024 PSUs granted to Mr. Shipchandler were our first equity incentive grants tied to a
multi-year financial and relative stockholder return performance period, which we believe represented a strong opportunity to
closely align Mr. Shipchandler’s incentives as our new Chief Executive Officer with the key long-term business objectives that
we are aiming to achieve under his leadership. The compensation committee determined to grant Mr. Shipchandler’s equity
award in the form of 60% PSUs and 40% RSUs to recognize his role as having the greatest impact on the Company’s
performance outcomes among our named executive officers.
Following his promotional year in 2024, in 2025, the compensation committee determined that Mr. Shipchandler’s annual equity
award would be reduced to $20,500,000 in approved target value for 2025, structured as 60% PSUs and 40% RSUs.
The equity awards granted to our other named executive officers in 2024 were 40% PSUs and 60% RSUs. This design, and
the magnitude of such awards, was in line with the compensation committee’s objective of promoting continuity and stability
within our broader leadership team during this period of transition and transformation.
Our compensation committee will continue to assess our incentive compensation structure in future award cycles in light of
market conditions and our stock price performance. The following table sets forth the 2024 Annual Equity Awards that our
compensation committee granted in February 2024 and April 2024 to our named executive officers as part of its annual
executive compensation review.
Named Executive Officer
PSUs
(number of
shares at target
performance)
RSUs
(number of
shares)
Aggregate
Grant Date
Fair Value
($)(1)
Khozema Shipchandler(2)
245,716
139,344
24,388,514
Aidan Viggiano
58,972
75,143
8,360,364
Dana Wagner(3)
32,763
41,746
4,644,690
Jeff Lawson(4)
—
—
—
(1)
The amounts reported in this column represent the aggregate grant date fair value of the PSUs and RSUs granted to the named executive officer in 2024,
calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to
service-vesting conditions. These amounts do not reflect the actual economic value that may be realized from such awards. The amounts reported for the
RSUs were calculated using the closing price of our common stock on the date of grant. The amounts reported for the PSUs assume the probable outcome
of the applicable performance conditions on the date of grant. The valuation assumptions used in determining such amounts are described in the Notes to
our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025 and further described in
footnote 1 to the ‘‘Summary Compensation Table’’ below.
(2)
In connection with his promotion to Chief Executive Officer, we entered into an employment agreement with Mr. Shipchandler, which provided for an initial
equity grant to Mr. Shipchandler as set forth in this table.
(3)
Mr. Wagner’s employment ended on January 1, 2025 and as a result, his then unvested 2024 Annual Equity Awards were forfeited on such date.
(4)
Mr. Lawson’s employment ended on January 12, 2024 and he did not receive any equity awards in 2024.
The 2024 Annual PSUs vest based on the achievement over a three-year performance period covering 2024 through 2026 of
(i) cumulative free cash flow targets (70% weighting) and (ii) our relative total stockholder return measured against the S&P 500
Index (30% weighting). Each metric operates and is measured independently. Targets were intended to be rigorous and require
strong performance to achieve. Our relative TSR performance goals were designed to require outperformance against the
broader market to achieve a target payout, and our free cash flow goals reflect consideration of internal forecasts at the time
such goals were set and took into account macroeconomic volatility and an evolving operating environment while we took
several steps to transition our business toward achieving durable, profitable growth. For reference, in May 2024 we announced
external free cash flow guidance for 2024 of $585-$635 million. Vesting of these PSUs may range between 0% for below
threshold performance and up to 200% of target based on levels of performance at or above threshold. Notwithstanding the
foregoing, if our total stockholder return during the performance period is negative, then performance and vesting will be
capped at 100% of the number of target shares subject to that performance goal, regardless of actual performance relative to
the S&P 500 Index. The free cash flow goal would continue to scale independently up to 200% of its respective target shares.
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The free cash flow and relative total stockholder return levels for the 2024 Annual PSUs, which were approved by our
compensation committee in April 2024, are set forth below.
2024-2026 Performance Period
Performance Metric
Threshold
(50% Payout)(1)
Target
(100% Payout)(1)
Maximum
(200% Payout)(1)(2)
Weighting
Free Cash Flow(3)
$1.8 Billion
$2.1 Billion
$2.4 Billion
70%
Relative Total Stockholder Return(2)
30th Percentile
55th Percentile
80th Percentile
30%
(1)
For each measure, no portion of the award will vest for achievement below the threshold indicated above. For performance at or above the threshold, vesting
will be between 50% and 200% of the target award (subject, in the case of relative total stockholder return, to the limitation described in Note 2 below),
interpolated on a straight-line basis for performance between threshold, target and maximum. Each performance goal scales independently.
(2)
If our total stockholder return during the performance period is negative, then performance and vesting will be capped at 100% of the number of target
shares subject to that performance goal, regardless of actual performance relative to the S&P 500 Index. The free cash flow goal would continue to scale
independently up to 200% of its respective target shares.
(3)
Free cash flow is a non-GAAP financial measure. See Appendix D for non-GAAP definitions and reconciliations.
2022 PSUs – 2024 Tranche
We first introduced PSUs in 2022 (the ‘‘2022 PSUs’’) in an effort to incorporate additional long-term, performance-based
incentives into our compensation structure, based in part on stockholder feedback. These awards were designed with a
front-loaded multiyear performance component so as to provide meaningful retentive and incentive value amid a challenging
and volatile macro environment. Consistent with the intended front-loaded design of this program, we did not grant annual
PSUs in 2023, resuming PSU grants in 2024 as described above.
The 2022 PSUs were scheduled to vest over a three-year period based on the annual achievement of organic revenue growth
and, for the 2023 and 2024 performance period, non-GAAP income from operations performance targets. The performance
goals were designed to be challenging, as evidenced by the fact that there was 0% payout for the 2023 and 2024 tranches
due to the organic revenue growth target not being met.
The 2024 tranche of the 2022 PSUs was scheduled to vest if both (i) the minimum organic revenue growth threshold and (ii) the
non-GAAP income from operations threshold were achieved for 2024. If either metric did not meet threshold performance, the
tranche would be forfeited. Vesting of these PSUs could range between 0% for below threshold performance and up to 200%
of target based on levels of performance at or above threshold.
The organic revenue growth levels for our 2022 PSUs’ 2024 performance period are set forth below. Additionally, at least one
dollar of non-GAAP income from operations was required to be achieved.
Payout Level
Organic Revenue
Growth(1)
Non-GAAP Income from
Operations(1)
Payout of
(Percentage of
Target Shares)*
Maximum
40%
≥$1.00
200%
Target
30%
≥$1.00
100%
Threshold
20%
≥$1.00
50%
<20%
≥$1.00
0%
*
Subject to linear interpolation for performance between threshold, target and maximum.
(1)
Organic revenue growth and non-GAAP income from operations are non-GAAP financial measures. See Appendix D for non-GAAP definitions and
reconciliations.
Organic revenue growth for 2024 was 8.7% and non-GAAP income from operations was $714.4 million which resulted in
0% payout for the 2024 tranche of the 2022 PSUs due to the organic revenue growth result falling below the threshold amount,
evidencing the rigorous targets set by our compensation committee. Our compensation committee certified performance in
February 2025 and any PSUs subject to the 2022 PSUs that had not vested as of such date were forfeited.
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2025 Proxy Statement
As noted above, the 2024 performance period was the third and final performance period that applied to the 2022 PSUs. The
performance goals applicable to the 2022 PSUs were satisfied only in the 2022 performance period, resulting in a 98.5%
payout (of target) for the first tranche of the 2022 PSUs, and overall, a less than 33% payout (of target) of the target number of
shares subject to the 2022 PSUs, illustrating the challenging nature of the performance targets.
2025 Performance-Vesting Equity Update
Consistent with the structure of the 2024 PSUs, in February 2025, our compensation committee approved annual executive
PSU awards (the ‘‘2025 PSUs’’) that vest based on the achievement over a three-year performance period covering 2025
through 2027 of (i) cumulative free cash flow targets (70% weighting) and (ii) our relative total stockholder return measured
against the S&P 500 Index (30% weighting).
The performance targets for the 2025 PSUs, set forth below, were designed to be rigorous and reflect consideration of the
Company’s growth momentum, margin expansion, and new product innovation.
•
Free Cash Flow (2025-2027): Threshold—$2.75 Billion (50% Payout); Target—$3.25 Billion (100% Payout); and
Maximum—$3.5 Billion (200% Payout)
•
Relative Total Stockholder Return (2025-2027): Threshold – 30% (50% Payout); Target—55% (100% Payout); and
Maximum—80% (200% Payout)
For each measure, no portion of the award will vest for achievement below the threshold indicated above. For performance at
or above the threshold, vesting will be between 50% and 200% of the target award, interpolated on a straight-line basis for
performance between threshold, target and maximum. If our total stockholder return during the performance period is negative,
then performance and vesting will be capped at 100% of the number of target shares subject to that performance goal,
regardless of actual performance relative to the S&P 500 Index. Each performance goal scales independently.
Former Chief Executive Officer Compensation
Effective January 8, 2024, we appointed Khozema Shipchandler as our new Chief Executive Officer to lead the Company
forward. In connection with the departure of our former Chief Executive Officer, we entered into a separation agreement with
Mr. Lawson dated January 7, 2024 (the ‘‘Lawson Separation Agreement’’). In determining the benefits and payments to
Mr. Lawson in connection with his departure, our compensation committee intended to facilitate an effective and smooth
transition of Mr. Lawson’s duties to Mr. Shipchandler in consideration of the significant strategic and operational changes
underway, and to ensure access to Mr. Lawson and his institutional knowledge accumulated as the Company’s co-founder and
longstanding Chief Executive Officer. The compensation committee believed this represented a reasonable outcome in light of
the benefits to the Company provided by the Lawson Separation Agreement and to be in the best interests of the Company
and our stockholders. The Lawson Separation Agreement contains a customary release of claims and as consideration for the
agreement provides that Mr. Lawson (1) received a lump sum cash payment equal to $99,840, (2) had his outstanding and
unvested equity awards covering 68,124 shares of common stock that were subject to time-based vesting immediately vest in
full and, if applicable, become exercisable as to 100% of those awards, (3) received an extension of the exercise period of his
vested stock options until the earliest to occur of: (i) the three-year anniversary of his separation date, (ii) the applicable
expiration date of the applicable stock option, or (iii) such earlier date as provided or permitted under the applicable equity plan,
and (4) received $45,949 representing cash payment equal to 18 months of the employer portion of Mr. Lawson’s monthly
COBRA premiums. For additional information with respect to compensation paid to Mr. Lawson during 2024, see the
‘‘Summary Compensation Table’’ below.
Also in connection with our Chief Executive Officer transition, we entered into an employment agreement with Mr. Shipchandler,
which is described under ‘‘Executive Compensation Tables—Employment Agreements or Offer Letters with Named Executive
Officers’’ below.
Health and Welfare Benefits
Our executive officers, including our named executive officers, are eligible to receive the same employee benefits that are
generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits
include our medical, dental and vision insurance and life and disability insurance plans. In structuring these benefit plans, we
seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.
In addition, we maintain a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save
for retirement on a tax-advantaged basis. Plan participants are able to defer eligible compensation subject to the applicable
EXECUTIVE COMPENSATION
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2025 Proxy Statement
61
annual limits set forth in the Internal Revenue Code of 1986, as amended (the ‘‘Code’’). In 2024, we matched 50% of the first
6% of contributions by plan participants, subject to annual contribution limits set forth in the Code. We have the ability to make
discretionary contributions to the 401(k) plan but have not done so to date. The 401(k) plan is intended to be qualified under
Section 401(a) of the Code with the plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As a
tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the
employees until distributed from the 401(k) plan.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation
program. Accordingly, we generally do not provide perquisites or other personal benefits to our executive officers, including our
named executive officers, except as generally made available to our employees or in other limited circumstances.
In 2024, consistent with the practices of many companies in our peer group, and based on ongoing assessments of risks and
actual and credible threats made, we provided Mr. Shipchandler with a home security system to address safety concerns on a
tax-neutral basis. The personal safety of our executive officers and directors, including Mr. Shipchandler, is paramount, and we
believe that the cost of the security measures we provide are appropriate and necessary in certain circumstances given the
risks associated with the visibility of his position. We intend to evaluate these costs annually to determine whether they are a
necessary and appropriate expense at the time. During 2024, the total incremental cost to us of the personal security services
provided to Mr. Shipchandler was $94,822. Although we view these personal security services as necessary and appropriate
business expenses, we reported the aggregate incremental cost related to personal security for Mr. Shipchandler in the ‘‘All
Other Compensation’’ column of the Summary Compensation Table below. We also provided Mr. Shipchandler with a parking
spot at our offices, which was provided at no incremental cost to the Company.
During 2024, none of our other named executive officers received perquisites or other personal benefits that were, in the
aggregate, $10,000 or more for such individual.
In the future, we may provide perquisites or other personal benefits in limited circumstances.
Post-Employment Compensation Arrangements
We believe that having in place reasonable and competitive post-employment compensation arrangements is essential to
attracting and retaining highly qualified executive officers. Our Chief Executive Officer participates in our CEO Severance Plan
and our other current named executive officers participate in our Senior Executive Severance Plan (collectively, the ‘‘Executive
Severance Plans’’).
The Executive Severance Plans, as discussed in more detail in ‘‘Executive Compensation Tables—Potential Payments Upon
Termination or Change in Control—Executive Severance Plans’’ below, are designed to help ensure the continued service of
key executive officers in the event of a potential acquisition, to provide reasonable compensation to named executive officers
who leave our employ under specified circumstances and to align the interests of our named executive officers and our
stockholders when considering our long-term future.
We believe that the severance payments and benefits provided to our named executive officers under the Executive Severance
Plans are appropriate in light of the post-employment compensation protections available to similarly-situated executive officers
at companies in our compensation peer group and are an important component of each named executive officer’s overall
compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to
them to be more attractive absent these protections.
We also believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding
the continued employment of our named executive officers. In order to encourage them to remain employed with us during an
important time when their prospects for continued employment following the transaction are often uncertain, we provide our
named executive officers with the opportunity to receive additional severance protections during a change in control protection
period. In addition, we provide additional payment and benefit protections if a named executive officer voluntarily terminates
employment with us for good reason, because we believe that a voluntary termination of employment for good reason is
essentially equivalent to an involuntary termination of employment by us without cause. The primary purpose of these
arrangements is to keep our most senior executive officers focused on pursuing potential corporate transactions that are in the
best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable
post-acquisition payments and benefits should serve the interests of both the named executive officer and our stockholders.
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62
2025 Proxy Statement
To protect our interests, we require all participants of the Executive Severance Plans to sign a standard form of general release
in favor of us prior to receiving any severance payments or benefits under the applicable plan.
In addition, under the Executive Severance Plans, all payments and benefits provided in the event of a change in control of our
company are payable only if there is a qualifying loss of employment by a named executive officer (commonly referred to as a
‘‘double-trigger’’ arrangement). In the case of the acceleration of vesting of outstanding equity awards subject only to
time-based vesting, we use this double-trigger arrangement to protect against the loss of retention value following a change in
control of our company and to avoid windfalls, both of which could occur if the vesting of time-based equity awards
accelerated automatically as a result of the transaction.
We do not provide excise tax payments (or ‘‘gross-ups’’) relating to a change in control of our company and have no such
obligations in place with respect to any of our named executive officers.
For detailed descriptions of the post-employment compensation arrangements we maintain with our named executive officers,
as well as an estimate of the potential payments and benefits payable to our named executive officers under their
post-employment compensation arrangements, see ‘‘Executive Compensation Tables—Employment Agreements or Offer
Letters with Named Executive Officers’’ and ‘‘Executive Compensation Tables—Potential Payments Upon Termination or
Change in Control’’ below. As described above, we entered into the Lawson Separation Agreement in connection with
Mr. Lawson’s departure in January 2024. For additional information, see ‘‘Chief Executive Officer Transition’’ above and
‘‘Executive Compensation Tables—Potential Payments Upon Termination or Change in Control’’ below.
Other Compensation Policies and Practices
Equity Award Grant Policy
Under our Amended and Restated Equity Award Grant Policy, we generally grant equity awards on a regularly scheduled basis
to enhance the effectiveness of our internal control over our equity award grant process and to alleviate several of the burdens
related to accounting for such equity awards, as follows:
•
Any grants of equity awards made in conjunction with the hiring of a new employee or the promotion of an existing
employee will generally be made, if at all, regularly (either monthly or quarterly) and will be effective on the date such
grant is approved by our board of directors or our compensation committee or such future date as is approved by
our board of directors or our compensation committee. In no event will the effective date of an equity award made in
conjunction with the hiring of a new employee precede the date such grant is approved or the first date of
employment.
•
Any grants of equity awards to existing employees (other than in connection with a promotion) will generally be
made, if at all, on an annual or quarterly basis. Any such annual or quarterly grant will be effective on the date on
which such grant is approved or such future date as is approved by our board of directors or our compensation
committee.
•
All equity awards will be priced on the effective date of the award. The exercise price of all stock options will be equal
to (or, if specified in the approval of the award, greater than) the closing market price on the NYSE of one share of
our common stock on the effective date of grant, or, if no closing price is reported for such date, the closing price on
the last day preceding such date for which a closing price is reported. If the grant of restricted stock, RSUs or PSUs
is denominated in dollars, the number of shares of restricted stock, RSUs or PSUs that are granted will generally be
calculated by dividing the dollar value of the approved award by the average closing market price on the NYSE of
one share of our common stock over the trailing 30-day period ending five business days immediately prior to the
effective date of grant, with such total number of shares to be granted per recipient rounded up to the nearest
whole share.
•
Our board of directors or our compensation committee may delegate to our Chief Executive Officer and/or any other
executive officer, or a committee comprising at least two of our executive officers, all or part of the authority with
respect to the granting of certain equity awards to employees (other than to such delegates), subject to certain
limitations and requirements. Our board of directors and compensation committee have currently delegated authority
to a subcommittee to allow any two of our Chief Financial Officer or Principal Financial Officer, Chief People Officer
and Chief Legal Officer, to grant, without any further action required by the compensation committee, equity awards
to all employees who are designated as senior directors or below and are not members of the subcommittee or
executive officers. The purpose of this delegation of authority is to enhance the flexibility of equity award
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
2025 Proxy Statement
63
administration and to facilitate the timely grant of equity awards to non-management employees, particularly new
employees, within specified limits approved from time to time by the compensation committee. As part of its
oversight function, the compensation committee reviews the grants made by the subcommittee on a quarterly basis.
Our board of directors and compensation committee do not take material nonpublic information into account when determining
the timing and terms of any stock option grant. We have not timed the disclosure of material nonpublic information for the
purpose of affecting the value of executive compensation. We did not grant stock options to any of our named executive
officers in 2024 and have never granted stock appreciation rights.
Death Equity Acceleration Policy
In December 2020, our compensation committee approved a policy providing that upon the termination due to death of an
employee’s or non-employee director’s employment or other service relationship with us or any of our subsidiaries, any then
outstanding equity awards held by the individual that vest solely based on continued employment or service will automatically
receive two years of supplemental vesting. The policy applies both to awards granted prior to the adoption of the policy, as well
as awards granted thereafter.
Policy Prohibiting Hedging and Pledging of Equity Securities
Our Insider Trading Policy prohibits our employees, including our executive officers, and the non-employee members of our
board of directors from engaging in any short sale and from buying or selling puts, calls, other derivative securities or any
derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or
indirect, to profit from any change in the value of our securities or engage in any other hedging transaction with respect to our
securities, at any time. In addition, our Insider Trading Policy prohibits our employees, including our executive officers, and the
non-employee members of our board of directors from using our securities as collateral in a margin account or from pledging
our securities as collateral for a loan.
Stock Ownership Policy
To further align the interests of our executive officers with those of our stockholders and to promote a long-term perspective in
managing our company, we maintain our Stock Ownership Policy, which applies to our Chief Executive Officer and executive
officers subject to Section 16 of the Exchange Act (‘‘Section 16 Officers’’), including each of our named executive officers. We
most recently amended and restated the Stock Ownership Policy in March 2022.
Our Stock Ownership Policy requires each named executive officer to acquire and hold a number of shares of our common
stock equal in value to a multiple of such named executive officer’s annual base salary until he or she ceases to be our Chief
Executive Officer or a Section 16 Officer, as applicable. The minimum value for our named executive officers is as follows:
Position
Minimum Value
Chief Executive Officer
6x base salary
Other Named Executive Officers
3x base salary
For purposes of our Stock Ownership Policy, we only count directly and beneficially owned shares, including shares purchased
through our ESPP or 401(k) Plan, if applicable, shares underlying vested RSUs, and shares held following settlement of PSUs
and do not count vested but unexercised stock options. Each named executive officer has five years from the later of his or her
designation as our Chief Executive Officer or Section 16 Officer, as applicable, or from the original effective date of the policy to
obtain the required ownership level.
As of December 31, 2024, all of our executive officers are in compliance with our Stock Ownership Policy or are within the
five-year phase in period.
Compensation Recovery Policy
In November 2023, our compensation committee adopted a compensation recovery (‘‘clawback’’) policy in compliance with
NYSE and SEC rules requiring public companies to recover excess incentive-based compensation from current and former
executive officers in the event of an accounting restatement. Consistent with the requirements, this policy requires that if we are
required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements, we
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2025 Proxy Statement
must claw back from certain officers any incentive-based compensation received by them after October 2, 2023 and during the
applicable covered period (which generally includes the three completed fiscal years prior to the restatement date) that was in
excess of what they would have received had their incentive compensation been determined based on the restated amounts.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Under Section 162(m) of the Internal Code (‘‘Section 162(m)’’), compensation paid to each of our ‘‘covered employees’’ that
exceeds $1 million per taxable year is generally non-deductible. Although our compensation committee will continue to
consider tax implications as one factor in determining executive compensation, it also looks at other factors in making its
decisions and retains the flexibility to provide compensation for our executive officers in a manner consistent with the goals of
our executive compensation program and the best interests of our stockholders, which may include providing for
compensation that is not deductible by us due to the deduction limit under Section 162(m).
Taxation of ‘‘Parachute’’ Payments
Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and
certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection
with a change in control of our company that exceeds certain prescribed limits, and that our company (or a successor) may
forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including
any named executive officer, with a ‘‘gross-up’’ or other reimbursement payment for any tax liability that the executive officer
might owe as a result of the application of Sections 280G or 4999 of the Code.
Section 409A of the Internal Revenue Code
Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider
receives ‘‘deferred compensation’’ that does not satisfy the requirements of Section 409A of the Code. Although we do not
maintain a traditional nonqualified deferred compensation plan for our executive officers, Section 409A of the Code does apply
to certain severance arrangements, bonus arrangements and equity awards, and we have structured all such arrangements
and awards in a manner to either avoid or comply with the applicable requirements of Section 409A of the Code. For our
non-employee directors, we provide a Non-Employee Directors’ Deferred Compensation Program, which has been structured
to comply with the applicable requirements of Section 409A of the Code.
Accounting for Stock-Based Compensation
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718 (‘‘FASB ASC Topic 718’’) for
our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all
share-based payment awards made to our employees and non-employee members of our board of directors, including options
to purchase shares of our common stock and other stock awards, based on the grant date fair value of these awards. This
cost is recognized as an expense following the straight-line attribution method over the requisite service period. This calculation
is performed for accounting purposes and reported in the executive compensation tables required by the federal securities
laws, even though the recipient of the awards may never realize any value from such awards.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
2025 Proxy Statement
65
Compensation and Talent Management Committee Report
Our compensation and talent management committee has reviewed and discussed the section titled ‘‘Compensation
Discussion and Analysis’’ with management. Based on such review and discussion, our compensation and talent management
committee has recommended to the board of directors that the section titled ‘‘Compensation Discussion and Analysis’’ be
included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended
December 31, 2024.
Respectfully submitted by the members of our compensation and talent management committee of the board of directors:
Compensation and Talent Management Committee
Jeffrey Immelt (Chair)
Jeff Epstein
Miyuki Suzuki
66
2025 Proxy Statement
Executive Compensation Tables
Summary Compensation Table
The following table provides information regarding the total compensation, for services rendered in all capacities, that was paid
to or earned by our named executive officers during 2022, 2023 and 2024.
Name and principal position
Year
Salary
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)(3)
Total
($)
Khozema Shipchandler(4)
Chief Executive Officer and Former
President, Twilio Communications
2024
1,100,000
24,388,514
—
1,507,000
214,949
27,210,463
2023
1,100,000
10,010,679
—
3,000,000
9,900
14,120,579
2022
1,100,000
28,552,689
—
—
8,304
29,660,993
Aidan Viggiano(5)
Chief Financial Officer
2024
850,000
8,360,364
—
1,164,500
13,460
10,388,324
2023
793,462
11,946,693
—
2,750,000
9,900
15,500,055
Dana Wagner(6)
Former Chief Legal Officer, Chief
Compliance Officer and Corporate
Secretary
2024
600,000
4,644,690
—
—
10,350
5,255,040
2023
600,000
5,005,406
—
1,500,000
9,900
7,115,306
2022
600,000
25,552,061
—
—
9,150
26,161,211
Jeff Lawson(7)
Former Chief Executive
Officer and Board Chair
2024
2,443
—
5,139,601
—
4,283,533
9,425,577
2023
74,918
—
—
—
1,941
76,859
2022
134,000
49,228,812
—
—
14,657
49,377,469
(1)
The amounts reported in this column represent the aggregate grant date fair value of RSUs awarded to the named executive officers in 2022, 2023 and 2024, and PSUs
awarded to the named executive officers in 2022 and 2024, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into
account any estimated forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that may be realized from such awards.
The amounts reported for the RSUs were calculated using the closing price of our common stock on the date of grant. The amounts reported for the PSUs assume the
probable outcome of the applicable performance conditions on the date of grant. The valuation assumptions used in determining such amounts are described in the
Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025 and the assumptions noted below.
If the PSUs were instead valued based on the maximum outcome of the applicable performance conditions, the grant date fair value of the PSUs granted in this column
(i) for 2022, would be as follows: Mr. Shipchandler: $43,321,190; Mr. Wagner: $19,691,651; Mr. Lawson: $74,827,768, and (ii) for 2024, would be as follows:
Mr. Shipchandler: $27,128,782; Ms. Viggiano: $6,510,953; Mr. Wagner: $3,617,272. Mr. Lawson did not receive a 2024 PSU award.
For the 2024 PSU awards, the fair value of the PSUs attributable to performance based on our relative total stockholder return was determined using a
Monte Carlo simulation model using the following assumptions: (i) the expected term of 2.72 years was based on the time period from the grant date to the
end of the performance period; (ii) the expected risk-free interest rate of 4.7% was based on the U.S. Treasury rates as of the grant date; and (iii) the
expected volatility of 65.59% was based on the historical volatility of Twilio’s Class A common stock.
(2)
The amount reported in this column represents the incremental fair value associated with the extension of the exercise period of Mr. Lawson’s vested stock
options pursuant to the Lawson Separation Agreement (as described below), calculated as of the modification date in accordance with FASB ASC Topic 718.
Please see the section titled ‘‘—Potential Payments Upon Termination or Change in Control’’ below for information regarding the Lawson Separation
Agreement and a description of the exercise period extension.
(3)
The amounts reported in this column for 2024 represent (i) in the case of Mr. Shipchandler, (1) 401(k) matching contributions, (2) payments related to home security
installation of $94,822 and (3) $113,293 for reimbursement of taxes associated with such home security installation; (ii) in the case of Ms. Viggiano, (1) 401(k) matching
contributions and (2) a tax gross up of $5,066 on a hotel gift card provided to Ms. Viggiano; (iii) In the case of Mr. Wagner, 401(k) matching contributions of $10,350; and
(iv) in the case of Mr. Lawson, (1) 401(k) matching contributions and (2) amounts paid to Mr. Lawson in connection with his departure in January 2025, including (x) a lump
sum cash payment of $99,840, (y) $45,949, representing 18 months of the employer portion of Mr. Lawson’s COBRA premiums and (z) accelerated vesting of
Mr. Lawson’s outstanding time-based RSUs and options, covering 68,124 shares of common stock, with an estimated value of $4,137,683 based on the closing market
price of our common stock on January 12, 2024, the effective date of the acceleration. Mr. Shipchandler also utilized a parking space at the Company’s office building, to
which the Company is entitled under its leasing arrangement and which was provided to Mr. Shipchandler at no additional cost to the Company.
(4)
Mr. Shipchandler served as Chief Financial Officer from 2018 to 2021, Chief Operating Officer from October 27, 2021 until March 1, 2023, and President,
Twilio Communications from March 1, 2023 until his appointment as Chief Executive Officer effective January 8, 2024.
(5)
Ms. Viggiano served as Senior Vice President of Finance from 2021 until March 1, 2023, at which time she became our Chief Financial Officer. The amounts
shown in this table for 2023 reflect an increase in Ms. Viggiano’s base salary and additional equity awards issued in connection with her appointment as Chief
Financial Officer in March 2023.
(6)
Mr. Wagner’s employment as our Chief Legal Officer, Chief Compliance Officer and Corporate Secretary ended on January 1, 2025 and he did not receive
any non-equity incentive plan compensation for 2024.
(7)
Mr. Lawson stepped down as our Chief Executive Officer and board chair effective January 8, 2024, and his employment with the Company ended on
January 12, 2024.
2025 Proxy Statement
67
Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to all plan-based awards granted to our named executive officers
during 2024.
Name
Type
of
Award
Grant
Date
Board
Approval
Date
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
All Other Stock
Awards: Number
of Shares of
Stock or Units
(#)(3)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)
Exercise or
Base Price
of Option
Awards
($/Sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)(5)(6)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Khozema
Shipchandler
RSUs
2/20/2024 2/16/2024
—
—
—
—
—
—
139,344
—
—
7,898,018
PSUs
4/10/2024 4/10/2024
—
—
—
122,858
245,716
491,432
—
—
—
16,490,496
Annual
Bonus
—
—
550,000
1,100,000 1,650,000
—
—
—
—
—
—
—
Aidan
Viggiano
RSUs
2/16/2024 2/16/2024
—
—
—
—
—
—
75,143
—
—
4,402,628
PSUs
4/10/2024 4/10/2024
—
—
—
29,486
58,972
117,944
—
—
—
3,957,736
Annual
Bonus
—
—
425,000
850,000 1,275,000
—
—
—
—
—
—
—
Dana
Wagner
RSUs
2/16/2024 2/16/2024
—
—
—
—
—
—
41,746
—
—
2,445,898
PSUs
4/10/2024 4/10/2024
—
—
—
16,382
32,763
65,526
—
—
—
2,198,792
Annual
Bonus
—
—
300,000
600,000
900,000
—
—
—
—
—
—
—
Jeff Lawson
—
—
—
—
—
—
—
—
—
—
943,742
—
5,139,601
(1)
The amounts reported in this column reflect the 2024 annual cash bonuses, which were granted under the Cash Bonus Plan. For a description of the 2024
cash bonus awards, including information on the threshold, target, maximum and actual award level achievement, as well as descriptions of the performance
goals, see the section titled ‘‘Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Annual Cash
Incentives—2024 Cash Bonus Awards.’’
(2)
The amounts reported in this column reflect the 2024 Annual PSUs, which were granted under the 2016 Plan. For a description of the 2024 Annual PSUs,
including information on the threshold, target, and maximum award level achievement, as well as descriptions of the performance goals, see the section titled
‘‘Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Long-Term Incentive Compensation—2024
Annual Equity Awards.’’
(3)
The amounts reported in this column reflect the 2024 Annual RSUs, which were granted under the 2016 Plan. For a description of the 2024 Annual RSUs,
see the section titled ‘‘Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Long-Term Incentive
Compensation—2024 Annual Equity Awards.’’
(4)
The amount reported in this column represents certain of Mr. Lawson’s vested stock options as to which the exercise period was extended pursuant to the
Lawson Separation Agreement (as described below). Please see the section titled ‘‘—Potential Payments Upon Termination or Change in Control’’ below for
information regarding the Lawson Separation Agreement and a description of the exercise period extension.
(5)
The amounts reported in this column represent the aggregate grant date fair value of the RSUs and PSUs granted to the named executive officers in 2024,
calculated in accordance with FASB ASC Topic 718. Assumptions underlying the valuations are set forth in footnote 1 to the Summary Compensation Table
above. These amounts do not reflect the actual economic value that may be realized from such awards.
(6)
The amount reported in this column for Mr. Lawson represents the incremental fair value associated with the extension of the exercise period of Mr. Lawson’s
vested stock options pursuant to the Lawson Separation Agreement (as described below), calculated as of the modification date in accordance with FASB
ASC Topic 718. Please see the section titled ‘‘—Potential Payments Upon Termination or Change in Control’’ below for information regarding the Lawson
Separation Agreement and a description of the exercise period extension.
Executive Compensation Tables
68
2025 Proxy Statement
Outstanding Equity Awards at Fiscal Year-End Table
The following table sets forth information regarding outstanding equity awards held by our named executive officers as of
December 31, 2024. Except as described below, all stock options and RSUs are subject to certain vesting acceleration
provisions as provided in the applicable Executive Severance Plan, and PSUs are subject to certain vesting acceleration
provisions as provided in the applicable grant agreement. See the section titled ‘‘—Potential Payments Upon Termination or
Change in Control’’ below for information regarding the impact of certain employment termination scenarios or a change in
control on outstanding equity awards.
Option Awards(1)(2)
Stock Awards(1)(2)
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)(3)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(4)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested (#)
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units
or Other Rights
That Have Not
Vested ($)
Khozema
Shipchandler
11/01/2018(5)
35,418
—
76.63
10/31/2028
—
—
—
—
2/22/2020(5)
44,158
—
117.94
2/21/2030
—
—
—
—
2/25/2021(5)
18,126
—
377.59
2/24/2031
—
—
—
—
11/11/2021(6)
8,952
4,613
298.00
11/11/2031
—
—
—
—
11/11/2021(7)
—
—
—
—
2,546
275,172
—
—
3/21/2022(8)
—
—
—
—
14,882
1,608,447
—
—
3/21/2022(9)
—
—
—
—
—
—
22,931
2,478,382
2/22/2023(10)
—
—
—
—
67,821
7,330,094
—
—
2/20/2024(11)
—
—
—
—
104,508
11,295,225
—
—
4/10/2024(12)
—
—
—
—
—
—
319,431
34,524,081
Aidan Viggiano
2/20/2020(5)
4,066
—
126.71
2/20/2030
—
—
—
—
4/20/2021(13)
2,008
44
367.65
4/20/2031
—
—
—
—
4/20/2021(14)
—
—
—
—
70
7,566
—
—
11/11/2021(15)
—
—
—
—
2,470
266,958
—
—
11/22/2021(16)
—
—
—
—
924
99,866
—
—
3/21/2022(8)
—
—
—
—
4,252
459,556
—
—
3/21/2022(9)
—
—
—
—
—
—
7,297
788,660
2/22/2023(10)
—
—
—
—
62,169
6,719,226
—
—
3/20/2023(17)
—
—
—
—
27,667
2,990,249
—
—
2/16/2024(11)
—
—
—
—
56,358
6,091,173
—
—
4/10/2024(12)
—
—
—
—
—
—
76,664
8,285,802
Dana Wagner
1/20/2022(18)
—
—
—
—
17,139
1,852,383
—
—
3/21/2022(8)
—
—
—
—
6,739
689,442
—
—
3/21/2022(9)
—
—
—
—
—
—
10,423
1,126,518
2/22/2023(10)
—
—
—
—
33,910
3,664,993
—
—
2/16/2024(11)
—
—
—
—
31,310
3,383,985
—
—
4/10/2024(12)
—
—
—
—
—
—
42,592
4,603,333
Jeff Lawson
12/31/2015(5)(19) 316,667
—
10.09
12/30/2025
—
—
—
—
2/10/2017(5)(19) 163,890
—
31.96
2/9/2027
—
—
—
—
2/20/2018(5)(19) 203,589
—
33.01
2/19/2028
—
—
—
—
1/31/2019(5)(19) 110,697
—
111.32
1/30/2029
—
—
—
—
2/22/2020(5)(19) 114,767
—
117.94
2/21/2030
—
—
—
—
2/25/2021(5)(19)
34,132
—
377.59
2/24/2031
—
—
—
—
(1)
Equity awards were granted pursuant to our 2016 Plan.
(2)
Unless otherwise described in the footnotes below, the vesting of each equity award on a vesting date is subject to the applicable named executive officer’s
continued employment with us through such vesting date.
(3)
This column represents the fair market value of a share of our common stock on the date of the grant, as determined by the administrator of our 2016 Plan.
Executive Compensation Tables
2025 Proxy Statement
69
(4)
The market values of the unvested RSUs and unearned PSUs are calculated by multiplying the number of unvested or unearned units, respectively, by the
closing price of our common stock, as reported on the NYSE, of $108.08 per share on December 31, 2024.
(5)
The shares subject to the stock option are fully vested.
(6)
The shares subject to the stock option vest as follows: 33% of the shares subject to the stock option vest in equal quarterly installments between the first
and second anniversaries of December 31, 2021, 33% of the shares subject to the stock option vest in equal quarterly installments between the second and
third anniversaries of December 31, 2021 and 34% of the shares subject to the stock option vest in equal quarterly installments between the third and fourth
anniversaries of December 31, 2021.
(7)
The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of December 31, 2021, 33% of
the RSUs vest in equal quarterly installments between the second and third anniversaries of December 31, 2021 and 34% of the RSUs vest in equal quarterly
installments between the third and fourth anniversaries of December 31, 2021.
(8)
The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of January 1, 2022, 33% of the
RSUs vest in equal quarterly installments between the second and third anniversaries of January 1, 2022, and 34% of the RSUs vest in equal quarterly
installments between the third and fourth anniversaries of January 1, 2022. In connection with the termination of Mr. Wagner’s employment as of January 1,
2025, all unvested RSUs held by Mr. Wagner as of that date were forfeited to us.
(9)
The PSUs vest in three tranches subject to the achievement of certain performance metrics for 2022, 2023 and 2024. The 2024 tranche was eligible to vest
if both (i) the minimum organic revenue growth threshold and (ii) the non-GAAP income from operations threshold were achieved for 2024. Vesting of these
PSUs ranged up to 100% above the target based on levels of performance at or above threshold. This table shows the number of the 2024 tranche of PSUs
eligible to vest at threshold performance. In February 2025, it was determined that none of the 2024 tranche of PSUs subject to these awards vested based
on our performance for 2024. As a result, the following number of PSUs (at target) were outstanding as of December 31, 2024 but were forfeited in
February 2025 based on our performance for 2024: 45,861 of these PSUs for Mr. Shipchandler and 14,593 of these PSUs for Ms. Viggiano. In connection
with the termination of Mr. Wagner’s employment as of January 1, 2025, all unvested PSUs held by Mr. Wagner as of that date were forfeited to us.
(10)
The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of January 1, 2023, 33% of the
RSUs vest in equal quarterly installments between the second and third anniversaries of January 1, 2023, and 34% of the RSUs vest in equal quarterly
installments between the third and fourth anniversaries of January 1, 2023. In connection with the termination of Mr. Wagner’s employment as of January 1,
2025, all unvested PSUs held by Mr. Wagner as of that date were forfeited to us.
(11)
The RSUs vest as follows: 1/16th of the RSUs vest on March 31, 2024, and 1/16th of the RSUs vest quarterly for the next 15 quarters on June 30,
September 30, December 31 and March 31. In connection with the termination of Mr. Wagner’s employment as of January 1, 2025, all unvested RSUs held
by Mr. Wagner as of that date were forfeited to us.
(12)
The PSUs vest in a single tranche based on the achievement over a three-year performance period covering 2024 through 2026 of (i) cumulative free cash
flow targets and (ii) our relative total stockholder return measured against the S&P 500 Index. Vesting of these PSUs will range between zero for below
threshold performance and up to 200% of target based on levels of performance at or above threshold, subject to a limitation on overperformance in the
case of negative total stockholder return. This table shows the number of PSUs eligible to vest at free cash flow target performance and relative total
stockholder return maximum performance. In connection with the termination of Mr. Wagner’s employment as of January 1, 2025, all unvested PSUs held by
Mr. Wagner as of that date were forfeited to us.
(13)
The shares subject to this option vest as follows: 1/16th of the shares subject to the stock option vest on May 15, 2021, and the remaining shares subject to
the stock option vest monthly through January 15, 2025 on the 15th day of the month.
(14)
The RSUs vest as follows: 1/16th of the RSUs vest on May 15, 2021, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15, May 15,
August 15 and November 15.
(15)
The RSUs vest as follows: 1/16th of the RSUs vest on November 20, 2021, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15,
May 15, August 15 and November 15.
(16)
The RSUs vest as follows: 1/16th of the RSUs vest on February 15, 2022, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15,
May 15, August 15 and November 15.
(17)
The RSUs vest as follows: 1/16th of the RSUs vest on August 15, 2023, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15,
May 15, August 15 and November 15.
(18)
The RSUs vest as follows: 29.17% of the RSUs vest on February 15, 2023 and the remaining RSUs vest quarterly over the next eleven quarters on
February 15, May 15, August 15 and November 15, with a final vesting of 2.08% of the RSUs on February 15, 2026. In connection with the termination of
Mr. Wagner’s employment as of January 1, 2025, all unvested RSUs held by Mr. Wagner as of that date were forfeited to us.
(19)
Pursuant to the Lawson Separation Agreement (as described below), Mr. Lawson received an extension of the exercise period of his vested stock options
until the earliest to occur of: (i) the three-year anniversary of his employment termination date (or January 12, 2027), (ii) the applicable expiration date of the
applicable stock option, or (iii) such earlier date as provided or permitted under the applicable equity plan.
Executive Compensation Tables
70
2025 Proxy Statement
Option Exercises and Stock Vested Table
The following table presents, for each of our named executive officers, the shares of our common stock that were acquired
upon the exercise of stock options and vesting of RSUs and PSUs and the related value realized during 2024.
Option Awards
Stock Awards
Name
Number of
Shares
Acquired
on Exercise
(#)
Value
Realized on
Exercise
($)
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized on
Vesting
($)(1)
Khozema Shipchandler
—
—
88,472
6,442,132
Aidan Viggiano
—
—
69,304
4,999,783
Dana Wagner
—
—
49,152
3,533,991
Jeff Lawson
—
—
56,518
4,137,683
(1)
The aggregate value realized upon the vesting and settlement of RSUs and PSUs is based on the number of shares underlying such awards that vested
multiplied by the closing price of our shares of common stock on the NYSE on the vesting date or, if the vesting date was not a trading day, the closing price
on the last trading day immediately preceding such vesting date.
Employment Agreements or Offer Letters with Named Executive Officers
We have entered into employment offer letters or promotion letters with each of our named executive officers, except
Mr. Lawson, in connection with his or her employment with us that provide for, among other things, annual base salary and
grants of equity awards. For a summary of the material terms and conditions of these arrangements, as well as an estimate of
the potential payments and/or benefits payable to our named executive officers under these arrangements, see the description
below and the section titled ‘‘—Potential Payments Upon Termination or Change in Control’’ below.
Khozema Shipchandler
On January 7, 2024, we entered into an employment agreement with Mr. Shipchandler in connection with his employment as
our Chief Executive Officer. The employment agreement provided for Mr. Shipchandler’s ‘‘at-will’’ employment and set forth his
initial annual base salary, target bonus opportunity and RSU and PSU grants, as well as his eligibility to participate in our benefit
plans generally. Mr. Shipchandler is subject to our standard employment, confidential information, invention assignment and
arbitration agreement. The employment agreement superseded the previous employment offer letter we entered into with
Mr. Shipchandler on August 22, 2018 in connection with his employment as Chief Financial Officer.
Aidan Viggiano
On February 10, 2023, we entered into a new employment offer letter with Ms. Viggiano in connection with Ms. Viggiano’s
appointment as our Chief Financial Officer. The employment offer letter provided for Ms. Viggiano’s continued ‘‘at-will’’
employment and set forth her initial annual base salary and an initial stock RSU grant, which was granted in March 2023, as
well as her eligibility to participate in our benefit plans generally. Ms. Viggiano is subject to our standard employment,
confidential information, invention assignment and arbitration agreement. The employment offer letter superseded the previous
employment offer letter we entered into with Ms. Viggiano on June 21, 2019 in connection with her initial employment as Vice
President of Corporate Finance.
Dana Wagner
On October 5, 2021, we entered into an employment offer letter with Mr. Wagner, who served as our Chief Legal Officer, Chief
Compliance Officer and Corporate Secretary until his employment with the Company terminated on January 1, 2025. The
employment offer letter provided for Mr. Wagner’s ‘‘at-will’’ employment and set forth his initial annual base salary, sign-on
bonus, and an initial RSU award, as well as his eligibility to participate in our benefit plans generally. Mr. Wagner was also
subject to our standard employment, confidential information, invention assignment and arbitration agreement.
Executive Compensation Tables
2025 Proxy Statement
71
Jeff Lawson
We have not entered into an employment offer letter or employment agreement with Mr. Lawson. See ‘‘—Potential Payments
Upon Termination or Change in Control’’ below for a description of the separation agreement entered into with Mr. Lawson in
connection with our Chief Executive Officer transition. Mr. Lawson’s service as our Chief Executive Officer terminated effective
January 8, 2024, and his employment with the Company terminated on January 12, 2024.
Potential Payments Upon Termination or Change in Control
Executive Severance Plans
Our Chief Executive Officer participates in the Amended Chief Executive Officer Severance Plan and each of our current named
executive officers (other than our Chief Executive Officer), participates in the Amended Senior Executive Severance Plan
(together with the Amended Chief Executive Officer Severance Plan, the ‘‘Executive Severance Plans’’), as further described
below. The Executive Severance Plans provide for certain payments and benefits in the event of a termination of employment,
including an involuntary termination of employment in connection with a change in control of our company. We most recently
amended our Executive Severance Plans in September 2024, including to provide for the payment of a percentage of the
executive’s annual target bonus in certain change in control termination scenarios, as described below. We do not provide for
any severance or change in control payments or benefits in our named executive officers’ employment offer letters.
The Executive Severance Plans provide that upon (i) a termination of employment by us for any reason other than for ‘‘cause’’
(as defined in the applicable plan), death or disability or (ii) resignation of employment for ‘‘good reason’’ (as defined in the
applicable plan), in each case, outside of the change in control period (i.e., the period beginning three months prior to and
ending 12 months after, a ‘‘change in control,’’ as defined in the applicable plan), an eligible participant will be entitled to
receive, subject to the execution and delivery of an effective release of claims in our favor, (i) a lump sum cash payment equal to
18 months of base salary for our Chief Executive Officer and 12 months of base salary for our other named executive officers (in
each case, utilizing the higher of the annual base salary in effect immediately prior to termination or for the preceding fiscal
year), and (ii) a monthly cash payment for up to 18 months for our Chief Executive Officer and up to 12 months for our other
named executive officers equal to the monthly contribution we would have made to provide health insurance to the named
executive officer if he or she had remained employed by us. In addition, upon a (i) termination of employment by us other than
due to cause, death or disability or (ii) a resignation of employment for ‘‘good reason’’, in each case, outside of the change in
control period, our Chief Executive Officer will be entitled to 12 months of acceleration of vesting for outstanding and unvested
time-based equity awards.
The Executive Severance Plans provide that upon a (i) termination of employment by us other than due to cause, death or
disability or (ii) resignation of employment for good reason, in each case, within the change in control period, an eligible
participant will be entitled to receive, in lieu of the payments and benefits above and subject to the execution and delivery of an
effective release of claims in our favor, (1) a lump sum cash payment equal to the sum of (A) 24 months of base salary for our
Chief Executive Officer and 18 months of base salary for our other named executive officers (in each case, utilizing the higher of
the annual base salary in effect immediately prior to termination or for the preceding fiscal year) and (B) 200% of annual target
bonus for our Chief Executive Officer and 150% of annual target bonus for our other named executive officers (in each case,
utilizing the higher of the annual target bonus in effect immediately prior to termination or for the preceding fiscal year), (2) a
monthly cash payment for up to 24 months for our Chief Executive Officer and up to 18 months for our other named executive
officers equal to the monthly contribution we would have made to provide health insurance to the named executive officer if he
or she had remained employed by us, and (3) full accelerated vesting of all outstanding and unvested equity awards held by our
named executive officers; provided, that the performance conditions applicable to any stock-based awards subject to
performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement.
The payments and benefits provided under the severance plans in connection with a change in control may not be eligible for a
federal income tax deduction by us pursuant to Section 280G of the Code. These payments and benefits may also subject an
eligible participant, including the named executive officers, to an excise tax under Section 4999 of the Code. If the payments or
benefits payable to an eligible participant in connection with a change in control would be subject to the excise tax imposed
under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net
after-tax benefit to him or her.
Executive Compensation Tables
72
2025 Proxy Statement
Other Change in Control Arrangements
The 2024 PSU grant agreement for each named executive officer provides that in the event of a Sale Event (as defined in the
2016 Plan) before the last day of the performance period, the compensation committee will, on a date prior to the closing of the
Sale Event (the ‘‘Sale Event Certification Date’’) determine a number of shares eligible to vest (‘‘Eligible Shares’’) utilizing an
adjusted performance period as follows: (i) the free cash flow goal shall be calculated based on the higher of (1) the target level
of performance and (2) the actual level of performance as of the Sale Event Certification Date and (ii) the relative total
stockholder return portion shall be calculated based on (1) an adjusted performance period ending on the Sale Event
Certification Date and (2) an ending price with respect our company equal to the price payable for a share of our common
stock in connection with the Sale Event, provided that If our total stockholder return during the adjusted performance period is
negative, then performance will be capped at 100%. The Eligible Shares so determined shall then vest (subject to continued
employment) on December 31, 2026, except that in the event of a termination of employment that would otherwise entitle the
executive to receive severance under the executive’s applicable severance plan during the change in control period (as defined
under the applicable severance plan), and subject to conditions to receiving severance under the applicable severance plan,
100% of such Eligible Shares shall instead vest on the later of the date of termination and the date of the Sale Event. All PSUs
that do not vest based on such calculation shall be forfeited without payment.
The 2022 PSU grant agreement for each named executive officer provides that, upon a Sale Event (as defined in the 2016
Plan), (i) each then-outstanding PSU associated with the fiscal year in which the Sale Event occurs shall vest based on the
higher of (1) the target level of performance or (2) the actual level of performance as of the Sale Event, as determined in the sole
discretion of the compensation committee, and (ii) all PSUs with respect to such fiscal year that do not vest based on such
calculation, and all PSUs with respect to any fiscal year that has not yet commenced as of the Sale Event, shall be forfeited
without payment.
In connection with the departure of our former Chief Executive Officer, we entered into a separation agreement with Mr. Lawson
dated January 7, 2024 (the ‘‘Lawson Separation Agreement’’). In determining the benefits and payments to Mr. Lawson in
connection with his departure, our compensation committee intended to facilitate an effective and smooth transition of
Mr. Lawson’s duties to Mr. Shipchandler in consideration of the significant strategic and operational changes underway, and to
ensure access to Mr. Lawson and his institutional knowledge accumulated as the Company’s co-founder and longstanding
Chief Executive Officer. The compensation committee believed this represented a reasonable outcome in light of the benefits to
the Company provided by the Lawson Separation Agreement and to be in the best interests of the Company and our
stockholders. The Lawson Separation Agreement contains a customary release of claims and as consideration for the
agreement provides that Mr. Lawson (1) received a lump sum cash payment equal to $99,840, (2) had his outstanding and
unvested equity awards covering 68,124 shares of common stock that were subject to time-based vesting immediately vest in
full and, if applicable, become exercisable as to 100% of those awards, (3) received an extension of the exercise period of his
vested stock options until the earliest to occur of: (i) the three-year anniversary of his separation date, (ii) the applicable
expiration date of the applicable stock option, or (iii) such earlier date as provided or permitted under the applicable equity plan,
and (4) received $45,949 representing cash payment equal to 18 months of the employer portion of Mr. Lawson’s monthly
COBRA premiums. For additional information, see the ‘‘Summary Compensation Table’’ above.
Executive Compensation Tables
2025 Proxy Statement
73
The following table presents information concerning estimated payments and benefits that would be provided in the
circumstances described above for each of the named executive officers who were serving as named executive officers as of
the end of 2024 under the Executive Severance Plans and award agreements described above, as applicable. The payments
and benefits set forth below are estimated assuming that the termination or change in control event occurred on the last
business day of 2024 using the closing market price of our stock on that date. Actual payments and benefits could be different
if such events were to occur on any other date or at any other price or if any other assumptions are used to estimate potential
payments and benefits.
Name
Payment Elements
Qualifying Termination Not in
Connection with a Change in
Control ($)(1)
Qualifying Termination in
Connection with a Change in
Control ($)(2)
Change in Control without
Termination of Employment
($)
Khozema Shipchandler
Salary
1,650,000(5)
2,200,000(6)
—
Equity Acceleration(3)(4)
9,259,106(7)
59,989,674(8)
4,956,657(9)
Continued Benefits
32,123(10)
42,831(11)
—
Annual Cash Bonus
—
2,200,000(12)
—
Total
10,941,229
64,432,505
4,956,657
Aidan Viggiano
Salary
850,000(13)
1,275,000(14)
—
Equity Acceleration(3)(4)
—
26,497,606(8)
1,577,211(9)
Continued Benefits
21,415(15)
32,123(10)
—
Annual Cash Bonus
—
1,275,000(16)
—
Total
871,415
29,079,729
1,577,211
Dana Wagner(17)
Salary
600,000(13)
900,000(14)
—
Equity Acceleration(3)(4)
—
16,447,171(8)
2,253,036(9)
Continued Benefits
8,611(15)
12,916(10)
—
Annual Cash Bonus
—
900,000(16)
—
Total
608,611
18,260,087
2,253,036
(1)
A ‘‘qualifying termination’’ means a termination other than due to cause, death or disability or a resignation for good reason and ‘‘not in connection with a
change in control’’ means outside of the change in control period.
(2)
A ‘‘qualifying termination’’ means a termination other than due to cause, death or disability or a resignation for good reason and ‘‘in connection with a change
in control’’ means within the change in control period. Assumes that in connection with the change in control, outstanding equity awards would have
otherwise been assumed, substituted or continued by the successor entity.
(3)
Represents the market value of the shares underlying the stock options, RSUs and PSUs as of December 31, 2024, based on the closing price of our
common stock, as reported on the NYSE, of $108.08 per share on such date.
(4)
See ‘‘Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Other Compensation Policies and
Practices—Death Equity Acceleration Policy’’ which discusses the treatment of equity awards upon the termination due to death of an employee’s or
non-employee director’s employment or other service relationship with us or any of our subsidiaries.
(5)
Represents 18 months of our Chief Executive Officer’s 2024 annual base salary.
(6)
Represents 24 months of our Chief Executive Officer’s 2024 annual base salary.
(7)
Represents 12 months of accelerated vesting for outstanding and unvested time-based equity awards.
(8)
Represents (i) acceleration of vesting of 100% of the total number of shares underlying outstanding and unvested time-based equity awards, (ii) vesting of the
2024 tranche of 2022 PSUs based on the target level of performance and (iii) vesting of the 2024 PSUs based on free cash flow target performance and
relative total stockholder return maximum performance.
(9)
Represents the vesting of the 2024 tranche of 2022 PSUs upon a change in control and assumes such PSUs vest at the target level of performance.
(10)
Represents 18 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the applicable named
executive officer immediately prior to termination.
(11)
Represents 24 months of our contribution towards health insurance, based on our actual costs to provide health insurance to our Chief Executive Officer
immediately prior to termination.
(12)
Represents payment of our Chief Executive Officer’s 2024 annual cash bonus at 200% of target.
Executive Compensation Tables
74
2025 Proxy Statement
(13)
Represents 12 months of the applicable named executive officer’s 2024 annual base salary as in effect immediately prior to termination.
(14)
Represents 18 months of the applicable named executive officer’s 2024 annual base salary as in effect immediately prior to termination.
(15)
Represents 12 months of our contribution toward health insurance, based on our actual costs to provide health insurance to the applicable named executive
officer immediately prior to termination.
(16)
Represents payment of the applicable named executive officer’s 2024 annual cash bonus at 150% of target.
(17)
Represents payments and benefits to which Mr. Wagner was entitled as of December 31, 2024. Mr. Wagner resigned effective January 1, 2025 and he did
not receive any actual severance payments or benefits in connection with his departure.
Please see above for a description of the severance benefits Mr. Lawson received pursuant to the terms of the Lawson
Separation Agreement.
Executive Compensation Tables
2025 Proxy Statement
75
CEO Pay Ratio
Pursuant to SEC rules, we are required to provide information regarding the relationship between the annual total
compensation of our Chief Executive Officer and the annual total compensation of our employees (other than our Chief
Executive Officer) for our last completed fiscal year, which ended December 31, 2024:
•
the annual total compensation of our median employee was $229,615; and
•
the annual total compensation of our Chief Executive Officer as reported in the ‘‘Total Compensation’’ column in the
‘‘Summary Compensation Table’’ included in this proxy statement was $27,210,463.
Based on this information, for 2024, the ratio of the annual total compensation of our Chief Executive Officer to the annual total
compensation of our median employee was 119:1. We calculated the annual total compensation for the median employee
using the same methodology we used for our named executive officers in our Summary Compensation Table to yield the
median annual total compensation disclosed above.
Our median employee identified for 2023 was subsequently promoted and, as a result, we felt that it was no longer appropriate
to use the same median employee in 2024 because the change in the median employee’s compensation would result in a
significant change in the pay ratio disclosure. However, because there were no changes in our employee population or our
employee compensation arrangements that we believe would significantly impact our pay ratio disclosure for fiscal 2024, in
accordance with SEC rules, we substituted a new median employee for fiscal 2024 with substantially similar fiscal 2023
compensation as our original median employee, using the same consistently applied compensation measure as was previously
used, to calculate our fiscal 2024 pay ratio.
To identify the median employee for fiscal 2023, we reviewed total direct compensation based on our consistently applied
compensation measure, which we calculated as actual salary paid to our employees for 2023, actual cash bonus,
performance-based cash awards or sales commission earned by our employees in 2023, and the grant date fair value of equity
awards granted to our employees in 2023. We used December 31, 2023 to determine our employee population. In determining this
population, we included all worldwide full-time and part-time employees other than our Chief Executive Officer. For employees paid in
other than U.S. dollars, we converted their compensation to U.S. dollars using the exchange rates used by us for various purposes in
effect on December 31, 2023 and did not make any cost-of-living adjustments to such compensation. We did not annualize total
direct compensation for employees employed by us for less than the full fiscal year. Using our consistently applied compensation
measure, we identified a median employee. As noted above, for 2024, we substituted a new median employee with substantially
similar fiscal 2023 compensation as the originally identified median employee.
The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total
compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable
estimates and assumptions that reflect their employee populations and compensation practices. We believe our methodologies
are reasonable and best reflect how we view these metrics. However, the pay ratio reported by other companies may not be
comparable to the pay ratio reported above, as other companies have different employee populations and compensation
practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
76
2025 Proxy Statement
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between executive compensation actually
paid and certain financial performance of our company. For further information concerning our variable pay-for-performance
philosophy and how we align executive compensation with our company’s performance, refer to ‘‘Executive
Compensation—Compensation Discussion and Analysis.’’ In the tables below, Mr. Lawson is referred to as ‘‘PEO 1’’ and
Mr. Shipchandler is referred to as ‘‘PEO 2’’.
In determining the ‘‘compensation actually paid’’ to our named executive officers (our ‘‘NEOs’’), we are required to make various
adjustments to amounts that have been previously reported in the Summary Compensation Table in each such previous year,
as the valuation methods for this disclosure under Item 402(v) differ from those required in reporting the compensation
information in the Summary Compensation Table. For our NEOs other than our principal executive officer (our ‘‘PEO’’),
compensation is reported as an average.
Year
Summary
Compensation
Table Total for
PEO 1(1)
Compensation
Actually Paid to
PEO 1(2)
Summary
Compensation
Table Total for
PEO 2(3)
Compensation
Actually
Paid to
PEO 2(4)
Average
Summary
Compensation
Table Total for
Non-PEO
NEOs(5)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(6)
Value of Initial Fixed $100
Investment Based On:
Net
Income
(Loss)
(millions)(9)
Non-GAAP
Income
(Loss)
from
Operations
(millions)(10)
Total
Shareholder
Return(7)
Peer Group
Total
Shareholder
Return(8)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
2024
$ 9,425,577 $
3,248,458 $27,210,463 $65,586,042 $ 7,821,682 $17,386,888
$110
$300
($
109)
$714.4
2023
$
76,859 $
2,493,698
—
— $12,689,130 $16,376,998
$ 77
$219
($1,015)
$533.0
2022
$49,377,469 ($ 19,994,765)
—
— $29,982,991 ($ 1,557,065)
$ 50
$139
($1,256)
($
4.5)
2021
$14,625,745 ($
7,753,781)
—
— $14,523,754 ($ 2,409,804)
$268
$194
($
950)
$
2.5
2020
$13,786,872 $121,274,654
—
— $ 6,839,349 $74,018,467
$344
$144
($
491)
$ 35.7
(1)
Jeff Lawson served as our PEO during 2024 until January 8, 2024, and for the entirety of 2023, 2022, 2021 and 2020. The dollar amounts reported in
column (b) are the amounts of total compensation reported for Mr. Lawson for each corresponding year in the ‘‘Total’’ column of the Summary Compensation
Table. Refer to ‘‘Executive Compensation—Executive Compensation Tables—Summary Compensation Table.’’
(2)
The dollar amounts reported in column (c) represent the amount of ‘‘compensation actually paid’’ to Mr. Lawson, as computed in accordance with Item
402(v) of Regulation S-K. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made
for these items. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lawson during the applicable year. In
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lawson’s total compensation for the
2024 year to determine the compensation actually paid:
Year
Reported
Summary
Compensation
Table Total for PEO 1
Reported
Value of Equity
Awards(a)
Equity Award
Adjustments(b)
Compensation
Actually Paid to
PEO 1
2024
$9,425,577
($5,139,601)
($1,037,518)
$3,248,458
Note that due to rounding, the number shown in the ‘‘Compensation Actually Paid to PEO 1’’ column may not match the exact number obtained by adding
and subtracting the numbers in the prior columns or shown above. Please see our proxy statements filed with the SEC on April 26, 2023 and April 26, 2024
for the adjustments made to Mr. Lawson’s total compensation for each of 2020, 2021, 2022 and 2023.
(a)
The reported amount for 2024 represents the incremental fair value, computed in accordance with FASB ASC Topic 718, of the modification of
outstanding vested stock options to extend the exercise deadline for Mr. Lawson due to the employee’s termination. The exercise price did not change
in connection with the modification and no additional stock options were granted.
2025 Proxy Statement
77
(b)
The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity
awards granted in 2024 that are outstanding and unvested as of the end of 2024; (ii) the amount of change as of the end of 2024 (from the end of
2023) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and
vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the
vesting date (from the end of 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting
conditions during 2024, a deduction for the amount equal to the fair value at the end of 2023; and (vi) the dollar value of any dividends or other
earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in
any other component of total compensation for 2024. The valuation assumptions used to calculate fair values did not materially differ from those
disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Year End Fair
Value of
Equity
Awards
Granted in the
Year
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
Change in Fair
Value as of the
Vesting Date of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
Total
Equity
Award
Adjustments
2024
—
—
—
$4,972,448
($6,009,966)
—
($1,037,518)
Please see our proxy statements filed with the SEC on April 26, 2023 and April 26, 2024 for the equity award adjustments for each of 2020, 2021, 2022 and
2023.
(3)
Khozema Shipchandler served as our CEO during 2024, commencing on January 8, 2024. The dollar amount reported in column (d) is the amount of total
compensation reported for Mr. Shipchandler for the corresponding year in the ‘‘Total’’ column of the Summary Compensation Table. Refer to ‘‘Executive
Compensation—Executive Compensation Tables—Summary Compensation Table.’’
(4)
The dollar amounts reported in column (e) represent the amount of ‘‘compensation actually paid’’ to Mr. Shipchandler, as computed in accordance with Item
402(v) of Regulation S-K. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made
for these items. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Shipchandler during the applicable year. In
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to and Mr. Shipchandler’s total compensation
for the 2024 year to determine the compensation actually paid:
Year
Reported
Summary
Compensation
Table Total for PEO 2
Reported
Value of Equity
Awards(a)
Equity Award
Adjustments(b)
Compensation
Actually Paid to
PEO 2
2024
$27,210,463
($24,388,514)
$62,764,093
$65,586,042
Note that due to rounding, the number shown in the ‘‘Compensation Actually Paid to PEO 2’’ column may not match the exact number obtained by adding
and subtracting the numbers in the prior columns or shown above.
(a)
The reported value of equity awards represents the total of the amounts reported in the ‘‘Stock Awards’’ and ‘‘Option Awards’’ columns in the
Summary Compensation Table for 2024.
(b)
The equity award adjustments for 2024 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity
awards granted in 2024 that are outstanding and unvested as of the end of 2024; (ii) the amount of change as of the end of 2024 (from the end of
2023) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of 2024; (iii) for awards that are granted and
vest in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in 2024, the amount equal to the change as of the
vesting date (from the end of 2023) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting
conditions during 2024, a deduction for the amount equal to the fair value at the end of 2023; and (vi) the dollar value of any dividends or other
earnings paid on stock or option awards in 2024 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in
any other component of total compensation for 2024. The valuation assumptions used to calculate fair values did not materially differ from those
disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Year End Fair
Value of
Equity
Awards
Granted in the
Year
Year over Year
Change in Fair
Value of
Outstanding and
Unvested Equity
Awards
Fair Value as
of Vesting Date
of Equity
Awards
Granted and
Vested in the
Year
Change in Fair
Value as of the
Vesting Date of
Equity Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in
Fair Value or
Total
Compensation
Total
Equity
Award
Adjustments
2024
$61,108,238
$2,809,911
$2,536,583
($211,165)
($3,479,474)
—
$62,764,093
(5)
The dollar amounts reported in column (f) represent the average of the amounts reported for our NEOs as a group (other than Mr. Lawson and, in the case of
2024, Mr. Shipchandler) in the ‘‘Total’’ column of the Summary Compensation Table in each applicable year. Our NEOs included in this calculation for each
year are:
•
2024 – Aidan Viggiano and Dana Wagner
•
2023 – Khozema Shipchandler, Elena Donio, Aidan Viggiano and Dana Wagner
Pay Versus Performance
78
2025 Proxy Statement
•
2022 – Khozema Shipchandler, Elena Donio, Eyal Manor and Dana Wagner
•
2021 – Khozema Shipchandler, Eyal Manor, Marc Boroditsky, Dana Wagner, George Hu and Chee Chew
•
2020 – Khozema Shipchandler, George Hu, Chee Chew and Karyn Smith
(6)
The dollar amounts reported in column (g) represent the average amount of ‘‘compensation actually paid’’ to the NEOs as a group (other than Mr. Lawson
and, in the case of 2024, Mr. Shipchandler), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual
average amount of compensation earned by or paid to the NEOs as a group (other than Mr. Lawson and, in the case of 2024, Mr. Shipchandler) during the
applicable year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these
items. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the
NEOs as a group (other than Mr. Lawson and Mr. Shipchandler) for 2024 to determine the compensation actually paid, using the same methodology
described above in Note 2:
Year
Average
Reported Summary
Compensation
Table Total for
Non-PEO NEOs
Average
Reported
Value of Equity
Awards
Average
Equity Award
Adjustments(a)
Average Compensation
Actually Paid to
Non-PEO NEOs
2024
$7,821,682
($6,502,527)
$16,067,733
$17,386,888
Note that due to rounding, the number shown in the ‘‘Average Compensation Actually Paid to Non-PEO NEOs’’ column may not match the exact number
obtained by adding and subtracting the numbers in the prior columns or shown above. Please see our proxy statements filed with the SEC on April 26, 2023
and April 26, 2024 for the adjustments made to the NEOs as a group (other than Mr. Lawson) total compensation for each of 2020, 2021, 2022 and 2023.
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
Average
Year End Fair
Value of
Equity
Awards
Granted in the
Year
Year over Year
Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Average Fair
Value as of
Vesting Date of
Equity Awards
Granted and
Vested in the
Year
Change in
Fair Value as
of the
Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Average Fair
Value at the
End of the
Prior Year of
Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Year
Average Value of
Dividends or
other Earnings
Paid on Stock or
Option Awards
not Otherwise
Reflected in Fair
Value or Total
Compensation
Total
Average
Equity
Award
Adjustments
2024
$14,036,102
$2,496,225
$1,063,881
($184,097)
($1,344,378)
—
$16,067,733
Please see our proxy statements filed with the SEC on April 26, 2023 and April 26, 2024 for the equity award adjustments for each of 2020, 2021, 2022 and
2023.
(7)
TSR is determined based on the value of an initial fixed investment of $100 in our Class A common stock on December 31, 2019, assuming the reinvestment
of any dividends.
(8)
The peer group used for this purpose is the following published industry index: S&P 500 Information Technology Index, which is an industry index reported in
our most recent Annual Report on Form 10-K.
(9)
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
(10)
Non-GAAP income (loss) from operations is a non-GAAP financial measure. See Appendix D for non-GAAP definitions and reconciliations. While we use
numerous financial and non-financial performance measures for the purpose of evaluating performance for our compensation programs, we have determined
that non-GAAP income from operations is the financial performance measure that, in our assessment, represents the most important performance measure
(that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to our NEOs, for the most recently
completed fiscal year, to company performance.
Financial Performance Measures
The following table sets forth an unranked list of the most important financial performance measures used by us to link
executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance.
•
Non-GAAP income from operations
•
Organic revenue growth
We used fewer than three important financial performance measures to link executive compensation actually paid to our NEOs,
for the most recently completed fiscal year, to our performance. The list above includes all financial performance measures that
were used in 2024 for this purpose.
Non-GAAP income from operations and organic revenue growth are non-GAAP financial measures. See Appendix D for
more information.
Pay Versus Performance
2025 Proxy Statement
79
Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other
Table Elements
As described in more detail in the section ‘‘Executive Compensation—Compensation Discussion and Analysis,’’ our executive
compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to
align executive compensation with company performance, all of those company measures are not presented in the Pay versus
Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align
our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation
S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the
relationships between information presented in the Pay versus Performance table.
For purposes of the Pay versus Performance disclosure, we measure our TSR performance against the industry-focused index
disclosed in the stock performance graph of our Annual Report on Form 10-K. The comparison assumes $100 was invested in
our Class A common stock and in the S&P 500 Information Technology Index for the period starting December 31, 2019 and
was held through the end of each year listed in the first table set forth above. All dollar values assume reinvestment of dividends
paid by companies, where applicable, included in the S&P 500 Information Technology Index. Historical stock performance is
not necessarily indicative of future stock performance.
0
50
100
150
200
250
300
350
400
(40)
(20)
0
20
40
60
80
100
120
140
2020
2021
2022
2023
2024
Indexed Total Shareholder Return ($)
Compensation Actually Paid ($ Mil.)
Compensation Actually Paid vs. TSR
CAP to PEO 1
CAP to PEO 2
Avg. CAP to other NEOs
Twilio TSR
Peer TSR
Pay Versus Performance
80
2025 Proxy Statement
(1,500)
(1,000)
(500)
0
(50)
0
50
100
150
2020
2021
2022
2023
2024
Net Income (Loss) ($ Mil.)
Compensation Actually Paid ($ Mil.)
CAP to PEO 1
CAP to PEO 2
Avg. CAP to other NEOs
Net Income
Compensation Actually Paid vs. Net Income
(50)
50
150
250
350
450
550
650
750
(50)
0
50
100
150
2020
2021
2022
2023
2024
Non- GAAP Income (Loss) from Operations ($ Mil.)
Compensation Actually Paid ($ Mil.)
Compensation Actually Paid vs. Non-GAAP Income from
Operations
CAP to PEO 1
CAP to PEO 2
Avg. CAP to other NEOs
Non-GAAP Income from Operations
Pay Versus Performance
2025 Proxy Statement
81
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 with respect to the shares of our common stock that may be
issued under our existing equity compensation plans. We will not grant equity awards in the future under any of the equity
compensation plans not approved by stockholders included in the table below.
Plan Category
(a) Number of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
(b) Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
(c) Number of
Securities Remaining
Available for Future
Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
Equity compensation plans approved by stockholders(1)
19,620,436(2)
$76.88(3)
33,002,004(4)
Equity compensation plans not approved by stockholders(5)
88,011
$35.46
—
Total
19,708,447
$74.15
33,002,004
(1)
Includes the following plans: our 2008 Plan, 2016 Plan, and our ESPP. We no longer make grants subject to our 2008 Plan.
(2)
Consists of stock options, RSUs, PSUs and DSUs. The number of 2022 PSUs included in this amount for the 2024 performance period reflects the number
of shares that would be earned assuming 100% of target level performance. However, in February 2025, upon certification by the compensation committee
of performance for the 2024 performance period, no shares were earned. The number of 2024 PSUs included in this amount reflects the number of shares
that would be earned assuming 100% of target level performance.
(3)
Excludes shares issuable upon vesting of outstanding RSUs, PSUs and DSUs as of December 31, 2024, since they have no exercise price.
(4)
As of December 31, 2024, a total of 23,292,678 shares of our common stock were reserved for issuance pursuant to the 2016 Plan. This number includes
3,783,548 shares of our common stock reserved and available for issuance under the SendGrid 2017 Plan that we assumed, which were approved by the
stockholders of SendGrid, but not by a separate vote of our stockholders; such shares became available for issuance under our 2016 Plan, but awards using
such shares may not be granted to individuals who were employed, immediately prior to the acquisition, by us or our subsidiaries. The 2016 Plan provides
that the number of shares reserved and available for issuance under the 2016 Plan will automatically increase each January 1, beginning on January 1, 2017,
by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as
determined by our compensation committee. As of December 31, 2024, a total of 9,709,326 shares of our common stock were available for future issuance
pursuant to the ESPP, including shares of our common stock subject to purchase during the current purchase period as of such date, which commenced on
November 16, 2024 (the exact number of which will not be known until the purchase date on May 15, 2025). The ESPP provides that the number of shares
reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2017, by the lesser of
1,800,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such
lesser number of shares as determined by our compensation committee.
(5)
Includes shares of our common stock to be issued upon outstanding stock option and RSU awards under the following plans, which awards were assumed
in connection with our acquisitions of SendGrid, Segment.io, Inc. (‘‘Segment’’) and Zipwhip Inc. (‘‘Zipwhip’’): SendGrid’s Amended and Restated 2012 Equity
Incentive Plan and Amended and Restated 2017 Equity Incentive Plan; Segment’s Fifth Amended and Restated 2013 Stock Option and Grant Plan; and
Zipwhip’s 2018 Equity Incentive Plan. No further grants may be made under any of these plans.
82
2025 Proxy Statement
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information available to us with respect to the beneficial ownership of our capital stock as
of March 31, 2025, for:
•
each of our named executive officers;
•
each of our directors;
•
all of our current directors and executive officers as a group; and
•
each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting
or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and
entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned,
subject to community property laws where applicable.
We have based our calculation of percentage ownership of our common stock on 153,254,342 shares of our common stock
outstanding on March 31, 2025. We have deemed shares of our capital stock subject to stock options that are currently
exercisable or exercisable within 60 days of March 31, 2025 to be outstanding and to be beneficially owned by the person
holding the stock option for the purpose of computing the percentage ownership of that person. We have deemed shares of
our capital stock subject to RSUs for which the service condition has been satisfied or would be satisfied within 60 days of
March 31, 2025 to be outstanding and to be beneficially owned by the person holding the RSUs for the purpose of computing
the percentage ownership of that person. However, we did not deem these shares subject to stock options or RSUs
outstanding for the purpose of computing the percentage ownership of any other person. Shares underlying DSUs are not
included as beneficially owned.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Twilio Inc., 101 Spear Street,
Fifth Floor, San Francisco, California 94105. The information provided in the table is based on our records, information filed with
the SEC and information provided to us, except where otherwise noted.
Shares of Common Stock Beneficially Owned
Name of Beneficial Owner
#
%
Named Executive Officers and Directors:
Khozema Shipchandler(1)
177,566
*
Aidan Viggiano(2)
18,674
*
Dana Wagner
10,664
*
Jeff Lawson(3)
6,676,114
4.3
Charles Bell
—
*
Donna Dubinsky(4)
9,451
*
Jeff Epstein(5)
26,484
*
Jeffrey Immelt(6)
31,237
*
Deval Patrick
2,058
*
Erika Rottenberg(7)
37,588
*
Andrew Stafman(8)
3,669
*
Miyuki Suzuki
12,476
*
2025 Proxy Statement
83
Shares of Common Stock Beneficially Owned
Name of Beneficial Owner
#
%
All current directors and executive officers as a group (10 persons)(9)
319,203
*
5% Stockholders:
The Vanguard Group(10)
18,003,927
11.7
BlackRock, Inc.(11)
10,512,625
6.9
*
Represents less than 1%.
(1)
Consists of (i) 69,759 shares of Class A common stock held by Mr. Shipchandler, and (ii) 107,807 shares of Class A common stock subject to outstanding
options that are exercisable within 60 days of March 31, 2025.
(2)
Consists of (i) 8,735 shares of Class A common stock held by Ms. Viggiano, (ii) 6,118 shares of Class A common stock subject to outstanding options that
are exercisable within 60 days of March 31, 2025, and (iii) 3,821 shares of Class A common stock issuable upon the settlement of RSUs that are releasable
within 60 days of March 31, 2025.
(3)
Consists of (i) 4,808,772 shares of Class A common stock held by Mr. Lawson and Erica Freeman Lawson, as trustees of the Lawson Revocable Trust dated
10/2/11, (ii) 1,022,705 shares of Class A common stock held by J.P. Morgan Trust Company, as trustee of the Lawson 2014 Irrevocable Trust dated
12/29/2014, and (iii) 844,637 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2025.
(4)
Consists of 9,451 shares of Class A Common stock held by Ms. Dubinsky, as trustee of the Shustek-Dubinsky Family Trust.
(5)
Consists of 26,484 shares of Class A common stock held by Mr. Epstein, as trustee of the Epstein Family Revocable Trust.
(6)
Includes 30,591 shares of Class A common stock held jointly with Mr. Immelt’s spouse.
(7)
Consists of 37,588 shares of Class A common stock held of record by Ms. Rottenberg, as trustee of the Erika Rottenberg Revocable Trust dated 1/28/2016.
(8)
Consists of 3,669 shares of Class A common stock held by Mr. Stafman. Pursuant to an arrangement between Mr. Stafman and Sachem Head Capital
Management LP (‘‘Sachem Head’’), upon receipt of such shares, Mr. Stafman granted all right, title, interest, claims, and any other ownership interests in
such shares to Sachem Head for no consideration. Uncas GP LLC (‘‘SH Management’’) is the sole general partner of Sachem Head, and Scott D. Ferguson
is the managing partner of Sachem Head. Each of Mr. Stafman, Sachem Head, SH Management, and Mr. Ferguson may be deemed to share voting and
investment control over such shares.
(9)
Consists of (i) 201,457 shares of Class A common stock, (ii) 113,925 shares of Class A common stock subject to outstanding stock options that are
exercisable within 60 days of March 31, 2025, and (iii) 3,821 shares of Class A common stock issuable upon the settlement of RSUs that are releasable
within 60 days of March 31, 2025.
(10)
Based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on May 10, 2024. Of the shares of Class A common stock
beneficially owned, The Vanguard Group reported that it has sole dispositive power with respect to 17,609,430 shares, shared dispositive power with respect
to 394,497 shares and shared voting power with respect to 115,113 shares. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern,
Pennsylvania 19355.
(11)
Based on information reported by BlackRock, Inc. on Schedule 13G/A filed with the SEC on January 29, 2024. Of the shares of Class A common stock
beneficially owned, Blackrock, Inc. reported that it has sole dispositive power with respect to 10,512,625 shares and sole voting power with respect to
9,486,684 shares. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, New York 10001.
Security Ownership of Certain Beneficial Owners and Management
84
2025 Proxy Statement
Procedural Matters
Questions and Answers About the Proxy Materials and Our Annual
Meeting
The information provided in the ‘‘question and answer’’ format below is for your convenience only and is merely a summary of
the information contained in this proxy statement. You should read this entire proxy statement carefully.
What matters am I voting on?
You will be voting on:
•
the election of the three Class III directors named in the proxy statement to serve until the 2028 annual meeting of
stockholders and until their successors are duly elected and qualified;
•
a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our
fiscal year ending December 31, 2025;
•
a proposal to approve, on a non-binding advisory basis, the compensation of our named executive officers;
•
a management proposal to amend our certificate of incorporation to declassify the board of directors;
•
a management proposal to amend our certificate of incorporation to eliminate supermajority voting provisions;
•
a management proposal to amend our certificate of incorporation to remove inoperative provisions, including
references to Class B common stock, and update certain other miscellaneous provisions; and
•
such other business as may properly come before the Annual Meeting.
How does the board of directors recommend I vote on these proposals?
Our board of directors recommends a vote:
•
‘‘FOR’’ the election of Donna Dubinsky, Deval Patrick and Miyuki Suzuki as Class III directors;
•
‘‘FOR’’ the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our
fiscal year ending December 31, 2025;
•
‘‘FOR’’ the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as
disclosed in this proxy statement;
•
‘‘FOR’’ the approval of the management proposal to amend our certificate of incorporation to declassify the board
of directors;
•
‘‘FOR’’ the approval of the management proposal to amend our certificate of incorporation to eliminate supermajority
voting provisions; and
•
‘‘FOR’’ the approval of the management proposal to amend our certificate of incorporation to remove inoperative
provisions, including references to Class B common stock, and update certain other miscellaneous provisions.
Who is entitled to vote?
Our only voting securities outstanding are shares of our Class A common stock, which we also refer to in this proxy statement
as our ‘‘common stock’’. On June 28, 2023, each share of our Class B common stock then outstanding automatically
converted into one share of our Class A common stock pursuant to the terms of our certificate of incorporation. Following such
conversion, no additional shares of Class B common stock have been or will be issued. Holders of our Class A common stock
as of the close of business on April 15, 2025, the record date for the Annual Meeting, may vote at the Annual Meeting. As of
the record date, there were 152,674,214 shares of our Class A common stock outstanding. Stockholders are not permitted to
cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each
proposal.
2025 Proxy Statement
85
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are
considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the
stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote
by internet at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as ‘‘stockholders
of record.’’
Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other
nominee, you are considered to be the beneficial owner of shares that are held in ‘‘street name,’’ and the Notice was forwarded
to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial
owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are
also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote
your shares of our common stock at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy.
If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction
form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or
other nominee as ‘‘street name stockholders.’’
How many votes are needed for approval of each proposal?
•
Proposal No. 1: Each director is elected by a plurality of the voting power of the shares of our common stock present
virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. ‘‘Plurality’’ means that the
nominees who receive the largest number of ‘‘For’’ votes cast are elected as directors. As a result, any shares not
voted ‘‘For’’ a particular nominee (whether as a result of a ‘‘Withhold’’ vote or a broker non-vote) will not be counted
in such nominee’s favor and will have no effect on the outcome of the election. You may vote ‘‘For’’ or ‘‘Withhold’’ on
each of the nominees for election as a director.
•
Proposal No. 2: The ratification of the appointment of KPMG LLP as our independent registered public accounting
firm for our fiscal year ending December 31, 2025 requires the affirmative vote of a majority of the voting power of the
shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote
thereon to be approved. You may vote ‘‘For,’’ ‘‘Against’’ or ‘‘Abstain’’ with respect to this proposal. Abstentions are
considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote
‘‘Against’’ this proposal. This proposal is a ‘‘routine’’ matter under NYSE rules. Therefore, if you hold your shares in
street name and do not provide voting instructions to your broker, bank, or other agent that holds your shares, your
broker, bank, or other agent has discretionary authority to vote your shares on this proposal.
•
Proposal No. 3: The approval, on a non-binding advisory basis, of the compensation of our named executive officers
requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or
represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote ‘‘For,’’ ‘‘Against’’ or ‘‘Abstain’’
with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and
thus, will have the same effect as a vote ‘‘Against’’ this proposal. Broker non-votes will have no effect on the
outcome of this proposal. Since this proposal is an advisory vote, the result will not be binding on our board of
directors, our compensation committee, or the Company. The board of directors and our compensation committee
will consider the outcome of the vote when determining the compensation of our named executive officers.
•
Proposal No. 4: The approval of a management proposal to amend our certificate of incorporation to declassify
the board of directors requires the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the
voting power of the outstanding shares of our common stock entitled to vote. You may vote ‘‘For,’’
‘‘Against’’ or ‘‘Abstain’’ with respect to this proposal. Abstentions and broker non-votes will have the same effect as a
vote ‘‘Against’’ this proposal.
•
Proposal No. 5: The approval of a management proposal to amend our certificate of incorporation to eliminate
supermajority voting provisions requires the affirmative vote of at least sixty-six and two-thirds percent (66-2/3%)
of the voting power of the outstanding shares of our common stock entitled to vote. You may vote ‘‘For,’’ ‘‘Against’’
or ‘‘Abstain’’ with respect to this proposal. Abstentions and broker non-votes will have the same effect as a vote
‘‘Against’’ this proposal.
•
Proposal No. 6: The approval of a management proposal to amend our certificate of incorporation to remove
inoperative provisions, including references to Class B common stock, and update certain other miscellaneous
PROCEDURAL MATTERS
Questions and Answers About the Proxy Materials and Our Annual Meeting
86
2025 Proxy Statement
provisions requires the affirmative vote of at least a majority of the voting power of the outstanding shares of our
common stock entitled to vote thereon. You may vote ‘‘For,’’ ‘‘Against’’ or ‘‘Abstain’’ with respect to this proposal.
Abstentions and broker non-votes will have the same effect as a vote ‘‘Against’’ this proposal.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of
stockholders and conduct business under our bylaws and Delaware law. The presence, virtually or by proxy, of the holders of a
majority of the voting power of the stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a
quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to
vote for purposes of determining a quorum.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
•
by internet prior to the Annual Meeting at www.proxyvote.com, 24 hours a day, seven days a week, until 8:59 p.m.
Pacific Time on June 9, 2025 (have your Notice or proxy card in hand when you visit the website);
•
by telephone at 1-800-690-6903, until 8:59 p.m. Pacific Time on June 9, 2025 (have your Notice or proxy card in
hand when you call);
•
by completing and returning your proxy card by mail prior to 8:59 p.m. Pacific Time on June 9, 2025 (if you received
printed proxy materials); or
•
by internet during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TWLO2025 (have your Notice
or proxy card in hand when you visit the website).
If you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you
later decide not to attend the Annual Meeting.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must
follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other
nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting
instruction form, or by internet or telephone. However, the availability of internet and telephone voting will depend on the voting
process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote
your shares by internet at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:
•
entering a new vote by internet or by telephone;
•
completing and returning a later-dated proxy card;
•
notifying the Corporate Secretary of Twilio Inc., in writing, at 101 Spear Street, Fifth Floor, San Francisco, California
94105; or
•
attending and voting by internet at the Annual Meeting (although attendance at the Annual Meeting will not, by itself,
revoke a proxy).
We encourage stockholders to reach out to us by email at legalnotices@twilio.com instead of physical mail to help ensure
prompt receipt of any communications related to voting.
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change
your vote.
PROCEDURAL MATTERS
Questions and Answers About the Proxy Materials and Our Annual Meeting
2025 Proxy Statement
87
Why is Twilio holding the meeting virtually?
We have designed the format of our Annual Meeting to provide stockholders with the same rights and opportunities to vote and
participate as they would have at a physical meeting and to provide a consistent experience to all stockholders regardless of location. We
are leveraging technology to hold a virtual Annual Meeting that expands convenient access to, and enables participation by, stockholders
from any location around the world. We believe the virtual format encourages attendance and participation by a broader group of
stockholders, while also reducing the costs and environmental impact associated with an in-person meeting. You will be able to vote and
submit your questions during the meeting at www.virtualshareholdermeeting.com/TWLO2025. Our virtual Annual Meeting will be
governed by our rules of conduct and procedures, which will be posted at www.virtualshareholdermeeting.com/TWLO2025 on the date
of the Annual Meeting. We have designed the format of the virtual Annual Meeting so that stockholders have the same rights and
opportunities to vote and participate as they would have at a physical meeting. Stockholders will be able to submit questions online during
the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.
Can I ask a question at the Annual Meeting?
Stockholders of record will be able to submit questions during the virtual meeting (at www.virtualshareholdermeeting.com/TWLO2025).
Subject to time constraints, we will answer questions that comply with our rules of conduct and procedures, which will be posted at
www.virtualshareholdermeeting.com/TWLO2025 on the date of the Annual Meeting. For example, questions related to personal
grievances or that are not pertinent to Annual Meeting matters will not be addressed during the meeting.
What do I need to be able to attend the Annual Meeting online?
We will be hosting our Annual Meeting via live audio webcast only. If you are a stockholder as of the record date of April 15,
2025 and wish to virtually attend the Annual Meeting, you will need the 16-digit control number located on your Notice of
Internet Availability of Proxy Materials or on your proxy card (if you receive a printed copy of the proxy materials). If you are a
street name stockholder, you may not vote your shares of our common stock by internet at the Annual Meeting unless you
follow your broker’s procedures for obtaining a legal proxy. Instructions on how to participate in the Annual Meeting are also
posted online at www.proxyvote.com. The webcast will start at 8:30 a.m. Pacific Time on June 10, 2025. We encourage you to
access the meeting prior to the start time. Online check-in will begin at 8:15 a.m. Pacific Time on June 10, 2025, and you
should allow ample time for the check-in procedures.
Where can I get technical assistance if I am having trouble accessing the meeting or during
the meeting?
If you have difficulty accessing the meeting or during the meeting, please refer to the technical support telephone number
posted on the virtual meeting website login page.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Khozema Shipchandler, our Chief Executive Officer and
Director, and Juliana Chen, Vice President, Corporate Legal and Corporate Secretary, have been designated as proxy holders
by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will
be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given,
however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any
matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their
own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares
on the date of the adjourned meeting as well, unless you have properly revoked your proxy instructions, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of
proxy materials?
In accordance with the rules of the Securities and Exchange Commission (‘‘SEC’’), we have elected to furnish our proxy
materials, including this proxy statement and our annual report, primarily via the internet. The Notice containing instructions on
how to access our proxy materials is first being mailed on or about April 25, 2025 to all stockholders entitled to vote at the
Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email
by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our
proxy materials on the internet to help reduce the environmental impact and cost of our annual meetings of stockholders.
PROCEDURAL MATTERS
Questions and Answers About the Proxy Materials and Our Annual Meeting
88
2025 Proxy Statement
How are proxies solicited for the Annual Meeting?
Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be
borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy
materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors
and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and
employees will not be paid any additional compensation for soliciting proxies.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely
directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally
required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will
have discretion to vote your shares on our sole ‘‘routine’’ matter: the proposal to ratify the appointment of KPMG LLP as our
independent registered public accounting firm for our fiscal year ending December 31, 2025. Your broker will not have
discretion to vote your shares on any other proposals, which are ‘‘non-routine’’ matters, absent direction from you; these
unvoted shares are counted as ‘‘broker non-votes.’’ Proposals 1, 3, 4, 5 and 6 are considered to be ‘‘non-routine’’ under NYSE
rules and we therefore expect broker non-votes to exist in connection with those proposals. Proposal 2 is a ‘‘routine’’ matter
and therefore broker non-votes are not expected to exist in connection with this proposal.
Is there a list of registered stockholders entitled to vote at the Annual Meeting?
A list of our stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder of record for
any purpose germane to the meeting during the 10-day period immediately prior to the date of the Annual Meeting. For access
to the stockholder list, please contact us at legalnotices@twilio.com.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on
Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available
to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current
Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on
Form 8-K as soon as they become available.
I share an address with another stockholder, and we received only one paper copy of the
proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called ‘‘householding,’’ which the SEC has approved. Under this procedure, we deliver a single
copy of the Notice and, if applicable, our proxy materials, to multiple stockholders who share the same address, unless we
have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing
costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy
cards. Upon written or oral request, we will promptly deliver a separate copy of the Notice and, if applicable, our proxy
materials, to any stockholder of record at a shared address to which we delivered a single copy of any of these materials. To
receive a separate copy, or, if a stockholder of record is receiving multiple copies, to request that we only send a single copy of
the Notice and, if applicable, our proxy materials, such stockholder may contact Broadridge Financial Solutions, Inc.:
•
by internet at www.proxyvote.com;
•
by telephone at 1-800-579-1639; or
•
by email at sendmaterial@proxyvote.com.
Street name stockholders may contact their broker, bank or other nominee to request information about householding.
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What is the deadline to propose actions for consideration at next year’s annual meeting of
stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual
meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a
stockholder proposal to be considered for inclusion in our proxy statement for the 2026 annual meeting of stockholders, our
Corporate Secretary must receive the written proposal at our principal executive offices not later than December 26, 2025. In
addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Twilio Inc.
Attention: Corporate Secretary
101 Spear Street, Fifth Floor
San Francisco, California 94105
Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual
meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the
only business that may be conducted at an annual meeting of stockholders is business that is (i) brought pursuant to our proxy
materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction
of our board of directors or (iii) properly brought before such annual meeting by a stockholder of record entitled to notice of and
to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary and who is a stockholder of
record at the time of giving such notice and the time of such annual meeting, and which notice must contain the information
specified in our bylaws. To be timely for the 2026 annual meeting of stockholders, our Corporate Secretary must receive the
written notice at our principal executive offices:
•
not earlier than 8:00 a.m., Pacific Time, on February 9, 2026; and
•
not later than 5:00 p.m., Pacific Time, on March 11, 2026.
In the event that we hold the 2026 annual meeting of stockholders more than 30 days before or more than 30 days after the
one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by the
Corporate Secretary not earlier than 8:00 a.m., Pacific Time, on the 120th day prior to such annual meeting and not later than
5:00 p.m., Pacific Time, on the later of the 90th day prior to such annual meeting, or the 10th day following the day on which
public announcement of the date of such annual meeting is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does
not appear (or a qualified representative of such stockholder does not appear) to present his, her or its proposal at such annual
meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
Holders of our common stock may propose director candidates for consideration by our nominating and corporate governance
committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of
directors and should be directed to our Chief Legal Officer at the address set forth above. For additional information regarding
stockholder recommendations for director candidates, see the section titled ‘‘Board of Directors and Corporate
Governance—Stockholder Recommendations and Nominations to the Board of Directors.’’
In addition, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To
nominate a director, the stockholder must provide the information required by our bylaws. In addition, the stockholder must
give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be
received by our Corporate Secretary within the time periods described above under the section titled ‘‘Stockholder Proposals’’
for stockholder proposals that are not intended to be included in a proxy statement.
If a stockholder who has notified us of his, her or its intention to nominate a director at an annual meeting of stockholders does
not appear to present his, her or its nomination at such annual meeting, we are not required to present the nomination for a
vote at such annual meeting.
In addition to satisfying the foregoing requirements under our bylaws, including the earlier notice deadlines set forth above and
therein, to comply with the universal proxy rules in connection with our 2026 annual meeting, stockholders who intend to solicit
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2025 Proxy Statement
proxies in support of director nominees other than our nominees must provide proper written notice that sets forth all of the
information required by Rule 14a-19(b) under the Exchange Act to our Corporate Secretary at the address set forth above.
Availability of Bylaws
A copy of our bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary
at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder
proposals and nominating director candidates.
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Questions and Answers About the Proxy Materials and Our Annual Meeting
2025 Proxy Statement
91
Certain Relationships and Related Party Transactions
In addition to the compensation arrangements discussed in the section titled ‘‘Executive Compensation,’’ including
employment, termination of employment and change in control arrangements, the following is a description of each transaction
since the beginning of our last fiscal year, and each currently proposed transaction in which:
•
we have been or are to be a participant;
•
the amount involved exceeded or exceeds $120,000; and
•
any of our directors, executive officers, or holders of more than 5% of any class of our capital stock, or any
immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct
or indirect material interest.
In the second quarter of 2021, we entered into a sublease with Numenta, Inc. (‘‘Numenta’’), pursuant to which we subleased
2,420 square feet of our Redwood City office space to Numenta. Donna Dubinsky, a member of our board of directors, served
as the Board Chair of Numenta until November 30, 2024 (and served as its Chief Executive Officer until 2022). The sublease
was entered into on terms no less favorable than terms generally available to an unaffiliated third party under the same or
similar circumstances and at market rates. The sublease provided for an initial 12-month term, commencing on August 1,
2021, and gave Numenta the option to renew for two 12-month extension periods. In January 2022, Numenta exercised its
option to renew the sublease for the first additional 12-month period expiring July 31, 2023, and the monthly rent increased
from $18,225 to $18,771.75 per month effective August 1, 2022. In January 2023, Numenta exercised its option to renew the
sublease for the second additional 12-month period expiring July 31, 2024, and the monthly rent increased from $18,771.75 to
$19,334.90 per month effective August 1, 2023. The total rent paid to us by Numenta during 2024 was approximately
$135,344. Our sublease with Numenta expired by its terms on July 31, 2024.
Policies and Procedures for Related Party Transactions
As set forth in our audit committee charter, our audit committee has the primary responsibility for reviewing and approving or
disapproving ‘‘related person transactions,’’ which, as set forth in our Related Person Transaction Policy, are transactions
between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000
and in which a related person has or will have a direct or indirect material interest. Our Related Person Transaction Policy, which
sets forth guidelines regarding transactions between us and related persons, provides that a related person is defined as (i) any
person who is, or at any time since the beginning of our last fiscal year was, a director, executive officer, or nominee for director,
(ii) a security holder known to us to beneficially own more than 5% of our common stock, and (iii) any immediate family
members of those described in (i) and (ii). Our audit committee charter provides that our audit committee shall review and
oversee all transactions between our company and any related person, and that approval by the audit committee is required for
any related person transaction, in accordance with the terms of our Related Person Transaction Policy.
Under this policy, our audit committee will review the relevant facts and circumstances of all related party transactions and
either approve, ratify or disapprove of the entry into the transaction. In determining whether to approve or ratify any such
transaction, our audit committee will take into account, among other factors it deems appropriate, whether the transaction is
on terms no less favorable than terms generally available to an unaffiliated third party, the extent of the related person’s interest
in the transaction, whether there are business reasons to enter into the transaction, whether the transaction would impair the
independence of an outside director, and whether the transaction would present an improper conflict of interest for any director
or executive officer. The policy grants standing pre-approval of certain transactions, including (i) certain compensation
arrangements involving directors and executive officers that are required to be reported in our Annual Report on Form 10-K or
proxy statement and, with respect to executive officer compensation, satisfy other criteria, including having been approved by
our compensation committee or board of directors; (ii) certain transactions where the relationship between us and the related
person arises only from the related person’s position as a director (or, in the case of a partnership, as a limited partner) of,
and/or having holdings of less than 10% of, such entity; (iii) transactions where a related party’s interest arises solely from the
ownership of our stock and all holders of our stock received the same benefit on a pro rata basis; and (iv) any indemnification or
advancement of expense made pursuant to our certificate of incorporation or bylaws or any agreement.
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2025 Proxy Statement
Other Matters
2024 Annual Report and SEC Filings
Our financial statements for the year ended December 31, 2024 are included in our annual report on Form 10-K, which we will
make available to stockholders at the same time as this proxy statement. Our annual report and this proxy statement are
posted on our website at https://investors.twilio.com and are available from the SEC at its website at www.sec.gov. You may
also obtain a copy of our annual report without charge by sending a written request to Investor Relations, Twilio Inc.,
101 Spear Street, Fifth Floor, San Francisco, California 94105.
Forward-Looking Statements
This proxy statement contains forward-looking statements within the meaning of the federal securities laws, which statements
involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or
operating performance. In some cases, you can identify forward-looking statements because they contain words such as
‘‘may,’’ ‘‘can,’’ ‘‘will,’’ ‘‘would,’’ ‘‘should,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘anticipates,’’ ‘‘could,’’ ‘‘intends,’’ ‘‘target,’’ ‘‘aim,’’ ‘‘projects,’’
‘‘contemplates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘forecasts,’’ ‘‘potential’’ or ‘‘continue’’ or the negative of these words or
other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements
contained in this proxy statement include, but are not limited to, statements about: our future financial performance, including
our expected financial results and goals and our ability to drive growth, profitability, free cash flow and stockholder returns and
increase our market share; our anticipated strategies and business plans and our ability to execute on them; our expectations
regarding our compensation programs and their effects on executive performance; our expectations regarding share
repurchases; and our corporate governance efforts. The outcomes of the events described in these forward-looking statements
are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or
achievements to differ materially from those described in the forward-looking statements, including the risks and uncertainties
described in our Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent filings with the SEC. We
undertake no obligation to update or review any forward-looking statements made in this proxy statement, except as required
by law.
* * *
The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are
properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote shares
they represent in accordance with their own judgment on such matters.
It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold.
You are, therefore, urged to vote by telephone or by using the internet as instructed on the enclosed proxy card or execute and
return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
San Francisco, California
April 25, 2025
2025 Proxy Statement
93
APPENDIX A
Proposed Amendments to Our Certificate of Incorporation
(Proposal No. 4)
The proposed amendments to Article VI, Sections C. and D. of our certificate of incorporation related to Proposal No. 4 are
shown below. Additions are indicated by underlining and deletions are indicated by strike-outs.
ARTICLE VI
* * *
C.
Classified Board Structure. From and after the Effective Time, and subject to the rights of holders of any series of
Preferred Stock with respect to the election of directors, the directors of the Corporation shall be divided into three (3) classes
as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III, until the conclusion of the 2028 annual
meeting of stockholders (the ‘‘2028 Annual Meeting’’), as described below. Class I directors have a term expiring at the 2026
annual meeting of stockholders (the ‘‘2026 Annual Meeting’’); Class II directors have a term expiring at the 2027 annual meeting
of stockholders; and Class III directors have a term expiring at the 2028 Annual Meeting. Each director elected by the
stockholders prior to the 2026 Annual Meeting shall continue to serve as a director for the term for which such director was
elected. Each director elected at or after the 2026 Annual Meeting shall be elected for a term expiring at the next annual
meeting of stockholders. At the conclusion of the 2028 Annual Meeting, the Board of Directors shall cease to be classified.
The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such
classification becomes effective. The term of office of the initial Class I directors shall expire at the first regularly-scheduled
annual meeting of stockholders following the Effective Time, the term of office of the initial Class II directors shall expire at the
second annual meeting of stockholders following the Effective Time and the term of office of the initial Class III directors shall
expire at the third annual meeting of stockholders following the Effective Time. At each annual meeting of stockholders,
commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Time, each of the
successors elected to replace the directors of a Class whose term shall have expired at such annual meeting shall be elected to
hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have
been duly elected and qualified.
Notwithstanding the foregoing provisions of this Article VI, each director shall serve until his or her successor is duly
elected and qualified or until his or her death, resignation, or removal. Subject to the rights of holders of any series of Preferred
Stock with respect to the election of directors, and until the 2028 Annual Meeting, if the number of directors is hereafter
changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make
all classes as nearly equal in number as is practicable, provided that no decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
D.
Removal; Vacancies. Subject to the rights of holders of any series of Preferred Stock with respect to the election of
directors, for so long as the board of directors is divided into classes pursuant to Article VI Section C, any director may be
removed from office by the stockholders of the Corporation only for cause. Vacancies occurring on the Board of Directors for
any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only
by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining
director, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy or newly
created directorship shall hold office until the next election of the class for which such director shall have been chosen, and
following the conclusion of the 2028 Annual Meeting, the next annual meeting of stockholders and until his or her successor
shall be duly elected and qualified.
2025 Proxy Statement
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APPENDIX B
Proposed Amendments to Our Certificate of Incorporation
(Proposal No. 5)
The proposed amendments to Article X of our certificate of incorporation related to Proposal No. 5 are shown below. Additions
are indicated by underlining and deletions are indicated by strike-outs.
ARTICLE X
If any provision of this Amended and Restated Certificate of Incorporation becomes or is declared on any ground by a
court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to
the extent necessary, shall be severed from this Amended and Restated Certificate of Incorporation, and the court will replace
such illegal, void or unenforceable provision of this Amended and Restated Certificate of Incorporation with a valid and
enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent
possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this
Amended and Restated Certificate of Incorporation shall be enforceable in accordance with its terms.
Except as provided in ARTICLE VIII and ARTICLE IX above, the Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided,
however, that, notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision
of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of
the stock of this Corporation required by law or by this Amended and Restated Certificate of Incorporation, the affirmative vote
of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of the outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to
amend or repeal, or adopt any provision of this Amended and Restated Certificate of Incorporation inconsistent with, ARTICLE
VI, ARTICLE VII, ARTICLE VIII, ARTICLE IX or this ARTICLE X.
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APPENDIX C
Proposed Amendments to Our Certificate of Incorporation
(Proposal No. 6)
The proposed amendments to Articles IV and V of our certificate of incorporation related to Proposal No. 6 are shown below.
Additions are indicated by underlining and deletions are indicated by strike-outs.
ARTICLE IV
A.
Classes of Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is
1,2100,000,000, consisting of the following: 1,000,000,000 shares of Class A Common Stock, par value $0.001 per share
(‘‘Class A Common Stock’’), 100,000,000 shares of Class B Common Stock, par value $0.001 per share (‘‘Class B
Common Stock’’), and 100,000,000 shares of undesignated Preferred Stock, par value $0.001 per share
(‘‘Preferred Stock’’).
Immediately upon the acceptance of this Amended and Restated Certificate of Incorporation for filing by the Secretary of
State of the State of Delaware (the ‘‘Effective Time’’), each share of the Corporation’s capital stock issued and outstanding or
held as treasury stock immediately prior to the Effective Time, shall, automatically and without further action by any stockholder,
be reclassified as, and shall become, one share of Class B Common Stock.
B.
Rights of Preferred Stock. The Board of Directors of the Corporation (the ‘‘Board of Directors’’) is authorized,
subject to any limitations prescribed by law but to the fullest extent permitted by law, to provide by resolution for the
designation and issuance of shares of Preferred Stock in one or more series, and to establish from time to time the number of
shares to be included in each such series, and to fix the designation, powers, (which may include, without limitation, full, limited
or no voting powers), preferences, and relative, participating, optional or other rights of the shares of each such series and any
qualifications, limitations or restrictions thereof, and to file a certificate pursuant to the applicable law of the State of Delaware
(such certificate being hereinafter referred to as a ‘‘Preferred Stock Designation’’), setting forth such resolution or resolutions.
C.
Vote to Increase or Decrease Authorized Shares of Preferred Stock. The number of authorized shares of Preferred
Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the voting power of all of the outstanding shares of capital stock of the Corporation entitled to vote
thereon, without a separate class vote of the holders of Preferred Stock, or any separate series votes of any series thereof,
unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
D.
Rights of Class A Common Stock and Class B Common Stock. The relative powers, rights, qualifications,
limitations and restrictions granted to or imposed on the shares of Class A Common Stock and Class B Common Stock are
as follows:
1.
Voting Rights.
(a)
General Right to Vote Together; Exception. Except as otherwise expressly provided herein or required by
applicable law, the holders of Class A Common Stock and Class B Common Stock shall vote together as one class on all
matters submitted to a vote of the stockholders; provided, however, sSubject to the terms of any Preferred Stock
Designation, the number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a
majority of the voting power of the capital stock of the Corporation entitled to vote.
(b)
Votes Per Share2. Except as otherwise expressly provided herein or required by applicable law, on any matter
that is submitted to a vote of the stockholders, each holder of Class A Common Stock shall be entitled to one (1) vote for
each such share, and each holder of Class B Common Stock shall be entitled to ten (10) votes for each such share.
2025 Proxy Statement
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2.
Identical Rights. Except as otherwise expressly provided herein or required by applicable law, shares of Class A
Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be
identical in all respects as to all matters, including, without limitation:
(a)
Dividends and Distributions. Shares of Class A Common Stock and Class B Common Stock shall be treated
equally, identically and ratably, on a per share basis, with respect to any Distribution paid or distributed by the Corporation,
unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority
of the outstanding shares of Class A Common Stock and by the affirmative vote of the holders of a majority of the
outstanding shares of Class B Common Stock, each voting separately as a class; provided, however, that in the event a
Distribution is paid in the form of Class A Common Stock or Class B Common Stock (or Rights to acquire such stock),
then holders of Class A Common Stock shall receive Class A Common Stock (or Rights to acquire such stock, as the
case may be) and holders of Class B Common Stock shall receive Class B Common Stock (or Rights to acquire such
stock, as the case may be).
(b)
Subdivision or Combination. If the Corporation in any manner subdivides or combines the outstanding shares
of Class A Common Stock or Class B Common Stock, the outstanding shares of the other such class will be subdivided
or combined in the same proportion and manner, unless different treatment of the shares of each such class is approved
by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and by the
affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, each voting separately
as a class.
(c)
Equal Treatment in a Change of Control or any Merger Transaction. In connection with any Change of Control
Transaction, shares of Class A Common Stock and Class B Common Stock shall be treated equally, identically and
ratably, on a per share basis, with respect to any consideration into which such shares are converted or any consideration
paid or otherwise distributed to stockholders of the Corporation, unless different treatment of the shares of each such
class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock
and by the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, each voting
separately as a class. Any merger or consolidation of the Corporation with or into any other entity, which is not a Change
of Control Transaction, shall require approval by the affirmative vote of the holders of a majority of the outstanding shares
of Class A Common Stock and by the affirmative vote of the holders of a majority of the outstanding shares of Class B
Common Stock, each voting separately as a class, unless (i) the shares of Class A Common Stock and Class B Common
Stock remain outstanding and no other consideration is received in respect thereof or (ii) such shares are converted on a
pro rata basis into shares of the surviving or parent entity in such transaction having identical rights to the shares of
Class A Common Stock and Class B Common Stock, respectively.
3.
Conversion of Class B Common Stock.
(a)
Voluntary Conversion. Each one (1) share of Class B Common Stock shall be convertible into one (1) share of
Class A Common Stock at the option of the holder thereof at any time upon written notice to the transfer agent of the
Corporation.
(b)
Automatic Conversion. Shares of Class B Common Stock shall automatically, without any further action,
convert into an equal number of shares of Class A Common Stock upon the earlier of:
(i)
a Transfer of such share; provided that no such automatic conversion shall occur in the case of a Transfer
by a Class B Stockholder, for tax or estate planning purposes, to any of the persons or entities listed in clauses (A)
through (E) below (each, a ‘‘Permitted Transferee’’) and from any such Permitted Transferee back to such Class B
Stockholder and/or any other Permitted Transferee established by or for such Class B Stockholder:
(A)
a family member of such Class B Stockholder, which shall include with respect to any natural
person who is a Class B Stockholder, the spouse, domestic partner, parents, grandparents, lineal descendants,
siblings and lineal descendants of siblings of such Class B Stockholder; and provided, further, that lineal
descendants shall include adopted persons, but only so long as they are adopted during minority;
(B)
a trust for the benefit of such Class B Stockholder or persons other than the Class B Stockholder
so long as the Class B Stockholder and/or family members of such Class B Stockholder have sole dispositive
power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust;
provided such Transfer does not involve any payment of cash, securities, property or other consideration (other
APPENDIX C
Proposed Amendments to Our Certificate of Incorporation (Proposal No. 6)
C-2
2025 Proxy Statement
than an interest in such trust) to the Class B Stockholder and, provided, further, that in the event such Class B
Stockholder and/or family members of such Class B Stockholder no longer have sole dispositive power and
exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust, each share of
Class B Common Stock then held by such trust shall automatically convert into one (1) fully paid and
nonassessable share of Class A Common Stock;
(C)
a trust under the terms of which such Class B Stockholder has retained a ‘‘qualified interest’’ within the
meaning of §2702(b)(1) of the Internal Revenue Code (or successor provision) and/or a reversionary interest so long
as the Class B Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of
Class B Common Stock held by such trust; provided, however, that in the event the Class B Stockholder no longer
has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held
by such trust, each share of Class B Common Stock then held by such trust shall automatically convert into one (1)
fully paid and nonassessable share of Class A Common Stock;
(D)
an Individual Retirement Account, as defined in Section 408(a) of the Internal Revenue Code (or
successor provision), or a pension, profit sharing, stock bonus or other type of plan or trust of which such
Class B Stockholder is a participant or beneficiary and which satisfies the requirements for qualification under
Section 401 of the Internal Revenue Code; provided that in each case such Class B Stockholder has sole
dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held in
such account, plan or trust, and provided, further, that in the event the Class B Stockholder no longer has sole
dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by
such account, plan or trust, each share of Class B Common Stock then held by such trust shall automatically
convert into one (1) fully paid and nonassessable share of Class A Common Stock;
(E)
a corporation, partnership or limited liability company in which such Class B Stockholder directly, or
indirectly through one or more Permitted Transferees, owns shares, partnership interests or membership
interests, as applicable, with sufficient Voting Control in the corporation, partnership or limited liability company,
as applicable, or otherwise has legally enforceable rights, such that the Class B Stockholder and/or family
members of such Class B Stockholder retain sole dispositive power and exclusive Voting Control with respect
to the shares of Class B Common Stock held by such corporation, partnership or limited liability company;
provided, however, that in the event the Class B Stockholder and/or family members of such Class B
Stockholder no longer own sufficient shares, partnership interests or membership interests, as applicable, or no
longer has sufficient legally enforceable rights to ensure the Class B Stockholder and/or family members of such
Class B Stockholder retain sole dispositive power and exclusive Voting Control with respect to the shares of
Class B Common Stock held by such corporation, partnership or limited liability company, as applicable, each
share of Class B Common Stock then held by such corporation, partnership or limited liability company, as
applicable, shall automatically convert into one (1) fully paid and nonassessable share of Class A Common
Stock; and
(ii)
the date specified by a written notice and certification request of the Corporation to the holder of such
share of Class B Common Stock requesting a certification, in a form satisfactory to the Corporation, verifying such
holder’s ownership of Class B Common Stock and confirming that a conversion to Class A Common Stock has not
occurred, which date shall not be less than sixty (60) calendar days after the date of such notice and certification
request; provided that no such automatic conversion pursuant to this subsection (ii) shall occur in the case of a
Class B Stockholder or its Permitted Transferees that furnishes a certification satisfactory to the Corporation prior to
the specified date.
(c)
Conversion Upon Death or Incapacity of a Class B Stockholder.
(i)
Each share of Class B Common Stock held of record by a Class B Stockholder who is a natural person,
or by such Class B Stockholder’s Permitted Transferees, shall automatically, without any further action, convert into
one (1) fully paid and nonassessable share of Class A Common Stock upon the death or Incapacity of such Class B
Stockholder.
APPENDIX C
Proposed Amendments to Our Certificate of Incorporation (Proposal No. 6)
2025 Proxy Statement
C-3
(d)
Automatic Conversion of all Outstanding Class B Common Stock. Each one (1) share of Class B Common
Stock shall automatically, without any further action, convert into one (1) share of Class A Common Stock upon the date
specified by affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding shares
of Class B Common Stock, voting as a single class.
(e)
Final Conversion of Class B Common Stock. On the Final Conversion Date, each one (1) outstanding share of
Class B Common Stock shall automatically, without any further action, convert into one (1) share of Class A Common
Stock. Following such conversion, the reissuance of all shares of Class B Common Stock shall be prohibited, and such
shares shall be retired and cancelled in accordance with Section 243 of the DGCL and the filing by the Secretary of State
of the State of Delaware required thereby, and upon such retirement and cancellation, all references to Class B Common
Stock in this Amended and Restated Certificate of Incorporation shall be eliminated.
(f)
Procedures. The Corporation may, from time to time, establish such policies and procedures relating to the
conversion of Class B Common Stock to Class A Common Stock and the general administration of this dual class stock
structure, including the issuance of stock certificates (or the establishment of book-entry positions) with respect thereto,
as it may deem reasonably necessary or advisable, and may from time to time request that holders of shares of Class B
Common Stock furnish certifications, affidavits or other proof to the Corporation as it deems necessary to verify the
ownership of Class B Common Stock and to confirm that a conversion to Class A Common Stock has not occurred. A
determination by the Secretary of the Corporation that a Transfer results in a conversion to Class A Common Stock shall
be conclusive and binding.
(g)
Immediate Effect. In the event of a conversion of shares of Class B Common Stock to shares of Class A
Common Stock pursuant to this Section D.3 or upon the Final Conversion Date, such conversion(s) shall be deemed to
have been made at the time that the Transfer of shares occurred or immediately upon the Final Conversion Date, as
applicable. Upon any conversion of Class B Common Stock to Class A Common Stock, all rights of the holder of shares
of Class B Common Stock shall cease and the person or persons in whose names or names the certificate or certificates
(or book-entry position(s)) representing the shares of Class A Common Stock are to be issued shall be treated for all
purposes as having become the record holder or holders of such shares of Class A Common Stock. Shares of Class B
Common Stock that are converted into shares of Class A Common Stock as provided in this Section D.3 shall be retired
and may not be reissued.
(h)
Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but
unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of Class B
Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.
E.
No Further Issuances. Except for the issuance of Class B Common Stock issuable upon exercise of Rights
outstanding at the Effective Time or a dividend payable in accordance with Article IV, Section D.2(a), the Corporation shall not at
any time after the Effective Time issue any additional shares of Class B Common Stock, unless such issuance is approved by
the affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock. After the Final Conversion
Date, the Corporation shall not issue any additional shares of Class B Common Stock.
ARTICLE V
The following terms, where capitalized in this Amended and Restated Certificate of Incorporation, shall have the meanings
ascribed to themit in this Article V:
‘‘Effective Time’’ means 8:03 AM, Eastern Time, on June 28, 2016.
‘‘Change of Control Share Issuance’’ means the issuance by the Corporation, in a transaction or series of related
transactions, of voting securities representing more than two percent (2%) of the total voting power (assuming Class A
Common Stock and Class B Common Stock each have one (1) vote per share) of the Corporation before such issuance to any
person or persons acting as a group as contemplated in Rule 13d-5(b) under the Exchange Act (or any successor provision)
that immediately prior to such transaction or series of related transactions held fifty percent (50%) or less of the total voting
power of the Corporation (assuming Class A Common Stock and Class B Common Stock each have one (1) vote per share),
such that, immediately following such transaction or series of related transactions, such person or group of persons would hold
more than fifty percent (50%) of the total voting power of the Corporation (assuming Class A Common Stock and Class B
Common Stock each have one (1) vote per share).
APPENDIX C
Proposed Amendments to Our Certificate of Incorporation (Proposal No. 6)
C-4
2025 Proxy Statement
‘‘Change of Control Transaction’’ means (i) the sale, lease, exchange, or other disposition (other than liens and
encumbrances created in the ordinary course of business, including liens or encumbrances to secure indebtedness for
borrowed money that are approved by the Corporation’s Board of Directors, so long as no foreclosure occurs in respect of any
such lien or encumbrance) of all or substantially all of the Corporation’s property and assets (which shall for such purpose
include the property and assets of any direct or indirect subsidiary of the Corporation), provided that any sale, lease, exchange
or other disposition of property or assets exclusively between or among the Corporation and any direct or indirect subsidiary or
subsidiaries of the Corporation shall not be deemed a ‘‘Change of Control Transaction’’; (ii) the merger, consolidation,
business combination, or other similar transaction of the Corporation with any other entity, other than a merger, consolidation,
business combination, or other similar transaction that would result in the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of
the Corporation and more than fifty percent (50%) of the total number of outstanding shares of the Corporation’s capital stock,
in each case as outstanding immediately after such merger, consolidation, business combination, or other similar transaction,
and the stockholders of the Corporation immediately prior to the merger, consolidation, business combination, or other similar
transaction own voting securities of the Corporation, the surviving entity or its parent immediately following the merger,
consolidation, business combination, or other similar transaction in substantially the same proportions (vis à vis each other) as
such stockholders owned the voting securities of the Corporation immediately prior to the transaction; (iii) a recapitalization,
liquidation, dissolution, or other similar transaction involving the Corporation, other than a recapitalization, liquidation,
dissolution, or other similar transaction that would result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving
entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the
Corporation and more than fifty percent (50%) of the total number of outstanding shares of the Corporation’s capital stock, in
each case as outstanding immediately after such recapitalization, liquidation, dissolution or other similar transaction, and the
stockholders of the Corporation immediately prior to the recapitalization, liquidation, dissolution or other similar transaction own
voting securities of the Corporation, the surviving entity or its parent immediately following the recapitalization, liquidation,
dissolution or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned
the voting securities of the Corporation immediately prior to the transaction; and (iv) any Change of Control Share Issuance.
‘‘Class B Stockholder’’ means (i) the registered holder of a share of Class B Common Stock at the Effective Time and
(ii) the registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the
Effective Time.
‘‘Distribution’’ means (i) any dividend or distribution of cash, property or shares of the Corporation’s capital stock; and
(ii) any distribution following or in connection with any liquidation, dissolution or winding up of the Corporation, either voluntary
or involuntary.
‘‘Exchange Act’’ means the United States Securities Exchange Act of 1934, as amended.
‘‘Final Conversion Date’’ means 5:00 p.m. in New York City, New York on the first Trading Day falling on or after the
seventh (7th) year anniversary of the Effective Time.
‘‘Incapacity’’ shall mean that such holder is incapable of managing his or her financial affairs under the criteria set forth in
the applicable probate code that can be expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months as determined by a licensed medical practitioner. In the event of a
dispute regarding whether a Class B Stockholder has suffered an Incapacity, no Incapacity of such holder will be deemed to
have occurred unless and until an affirmative ruling regarding such Incapacity has been made by a court of
competent jurisdiction.
‘‘Rights’’ means any option, warrant, restricted stock unit, conversion right or contractual right of any kind to acquire
shares of the Corporation’s authorized but unissued capital stock.
‘‘Securities Act’’ means the United States Securities Act of 1933, as amended.
‘‘Securities Exchange’’ means, at any time, the registered national securities exchange on which the Corporation’s
equity securities are then principally listed or traded, which shall be the New York Stock Exchange or NASDAQ Global Market
(or similar national quotation system of the NASDAQ Stock Market) (‘‘NASDAQ’’) or any successor exchange of either the New
York Stock Exchange or NASDAQ.
APPENDIX C
Proposed Amendments to Our Certificate of Incorporation (Proposal No. 6)
2025 Proxy Statement
C-5
‘‘Trading Day’’ means any day on which the Securities Exchange is open for trading.
‘‘Transfer’’ of a share of Class B Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation
or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and
whether voluntary or involuntary or by operation of law. A ‘‘Transfer’’ shall also include, without limitation, (i) a transfer of a
share of Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in
beneficial ownership) or (ii) the transfer of, or entering into a binding agreement with respect to, Voting Control over a share of
Class B Common Stock by proxy or otherwise; provided, however, that the following shall not be considered a ‘‘Transfer’’:
(a) the grant of a proxy to officers or directors of the Corporation at the request of the Board of Directors of the Corporation in
connection with actions to be taken at an annual or special meeting of stockholders; (b) the pledge of shares of Class B
Common Stock by a Class B Stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or
indebtedness transaction so long as the Class B Stockholder continues to exercise Voting Control over such pledged shares;
provided, however, that a foreclosure on such shares of Class B Common Stock or other similar action by the pledge shall
constitute a ‘‘Transfer’’; or (c) the fact that, as of the Effective Time or at any time after the Effective Time, the spouse of any
Class B Stockholder possesses or obtains an interest in such holder’s shares of Class B Common Stock arising solely by
reason of the application of the community property laws of any jurisdiction, so long as no other event or circumstance shall
exist or have occurred that constitutes a ‘‘Transfer’’ of such shares of Class B Common Stock.
‘‘Voting Control’’ with respect to a share of Class B Common Stock means the exclusive power (whether directly or
indirectly) to vote or direct the voting of such share of Class B Common Stock by proxy, voting agreement, or otherwise.
APPENDIX C
Proposed Amendments to Our Certificate of Incorporation (Proposal No. 6)
C-6
2025 Proxy Statement
APPENDIX D
NON-GAAP Financial Measures
Non-GAAP Financial Measures
In addition to financial information presented in accordance with U.S. generally accepted accounting principles (‘‘GAAP’’), this
proxy statement includes certain non-GAAP financial measures described below. We use these non-GAAP financial measures
to evaluate our ongoing operations, for internal planning and forecasting purposes, and to set targets for our employee
compensation programs. These non-GAAP financial measures are presented for supplemental informational purposes only,
should not be considered substitutes for financial information presented in accordance with GAAP, and may be different from
similarly-titled non-GAAP measures used by other companies.
Non-GAAP Income (Loss) from Operations
For the periods presented, we define non-GAAP income (loss) from operations (which is also referred to as ‘‘non-GAAP
operating profit’’ and ‘‘non-GAAP operating income’’) as GAAP income (loss) from operations adjusted to exclude, as
applicable, stock-based compensation, amortization of acquired intangibles, loss on net assets divested, acquisition and
divestiture related expenses, payroll taxes related to stock-based compensation, charitable contributions, restructuring costs,
and impairment of long-lived assets.
Organic Revenue
For the periods presented, we define organic revenue as GAAP revenue, excluding (i) revenue from each acquired business and
revenue from application-to-person (‘‘A2P’’) 10DLC fees imposed by major U.S. carriers on our core messaging business, in
each case until the beginning of the first full quarter following the one-year anniversary of the closing date of such acquisition or
the initial date such fees were charged and (ii) revenue from each divested business beginning in the quarter of the closing date
of such divestiture; provided that (a) if an acquisition closes or such fees are initially charged on the first day of a quarter, such
revenue will be included in organic revenue beginning on the one-year anniversary of the closing date of such acquisition or the
initial date such fees were charged and (b) if a divestiture closes on the last day of a quarter, such revenue will be included in
organic revenue for that quarter. A2P 10DLC fees are fees imposed by U.S. mobile carriers for A2P SMS messages delivered
to its subscribers, and we pass these fees to our messaging customers at cost.
Organic Revenue Growth
For the periods presented, we calculate organic revenue growth by dividing (i) organic revenue for the period presented less
organic revenue in the corresponding period in the prior year by (ii) organic revenue in the corresponding period in the prior
year. If revenue from certain acquisitions, divestitures or A2P 10DLC fees is included or excluded in organic revenue in the
period presented, then revenue from the same acquisitions, divestitures and A2P 10DLC fees is included or excluded in organic
revenue in the comparative period for purposes of the organic revenue growth calculation. As a result, organic revenue used in
this calculation for the comparative period will not always equal organic revenue reported for the comparative period.
Free Cash Flow
For the periods presented, we define free cash flow as net cash provided by (used in) operating activities, excluding capitalized
software development costs and purchases of long-lived and intangible assets.
2025 Proxy Statement
D-1
Reconciliation of Non-GAAP Financial Measures to GAAP
Non-GAAP Income (Loss) from Operations to Income (Loss) from Operations
Year Ended December 31
2024
2023
(in thousands)
GAAP loss from operations
$ (53,708)
$(876,541)
Non-GAAP adjustments:
—
—
Stock-based compensation
613,429
662,842
Amortization of acquired intangibles
111,851
192,307
Acquisition and divestiture related expenses
—
5,555
Loss on net assets divested
—
32,277
Payroll taxes related to stock-based compensation
9,642
12,985
Charitable contributions
19,907
17,346
Restructuring costs
13,273
165,733
Impairment of long-lived assets
—
320,504
Non-GAAP income from operations
$714,394
$ 533,008
Organic Revenue and Organic Revenue Growth to Revenue and Revenue Growth
Year Ended December 31
2024
(in thousands)
GAAP Revenue
$4,458,036
Organic revenue
$4,458,036
GAAP revenue growth
7%
Organic revenue growth
9%(1)
(1)
Organic revenue for the year ended December 31, 2023, when used in the calculation of organic revenue growth for the year ended December 31, 2024,
excludes $52.8 million of divestiture revenue. Revenue for the year ended December 31, 2023 was $4.15 billion.
APPENDIX D
NON-GAAP Financial Measures
D-2
2025 Proxy Statement
Free Cash Flow to Net Cash Provided by (Used In) Operating Activities
Year Ended December 31
2024
2023
2022
(in thousands)
Net cash (used in) provided by operating activities
$
716,241
$ 414,752
$(254,368)
Less: Capitalized software development costs
51,808
39,925
(45,761)
Less: Purchase of long-lived and intangible assets
6,978
11,310
(34,421)
Free cash flow
$
657,455
$ 363,517
$(334,550)
Net cash (used in) provided by investing activities
$ 1,370,837
$ 228,603
$(616,452)
Net cash (used in) provided by financing activities
$(2,311,572)
$(643,610)
$ 45,007
APPENDIX D
NON-GAAP Financial Measures
2025 Proxy Statement
D-3
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