DEF 14A of Twilio Inc, Apr 26, 2023

DEF 14A of Twilio Inc

Filed Apr 26, 2023 · FY20220001140361-23-020583

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | CEO PAY RATIO | 61 | | PAY VERSUS PERFORMANCE | 62 | | EQUITY COMPENSATION PLAN INFORMATION | 66 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 67 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 69 | | OTHER MATTERS | 70 | | 2022 Annual Report and SEC Filings | 70 | | Forward-Looking Statements | 70 | | APPENDIX A | A-1 |

  2. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of a highly experienced, qualified and diverse board of directors.

  3. Board of Directors

    | Each of the graphics above excludes Mr. Dalzell, who is not standing for re-election at the Annual Meeting.* |

  4. Board of Directors

    Our board of directors currently consists of ten directors. Our board of directors will be reduced to nine directors, effective as of the Annual Meeting. All of our board members, other than Mr. Lawson, qualify as “independent” under the listing standards of the New York Stock Exchange (the “NYSE Listing Standards”). 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 following table sets forth the names, ages as of March 31, 2023, 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 and non-continuing members of our board of directors. Mr. Bell was appointed to our board of directors on March 28, 2023. Mr. Dalzell is not standing for re-election at the Annual Meeting. His term as a member of our board of directors, including as a member of the committees on which he serves, will end effective as of the Annual Meeting.

  5. 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 | | | | | | | | | | | Charles Bell | I | 65 | 2023 | 2023 | 2026 | | | | | | Jeffrey Immelt | I | 67 | 2019 | 2023 | 2026 | | | | | | Erika Rottenberg | I | 60 | 2016 | 2023 | 2026 | | | | | | Continuing Directors | | | | | | | | | | | Jeff Lawson | II | 45 | 2008 | 2024 | — | | | | | | Byron Deeter | II | 48 | 2010 | 2024 | — | | | | | | Donna Dubinsky | III | 67 | 2018 | 2025 | — | | | | | | Jeff Epstein | II | 66 | 2017 | 2024 | — | | | | | | Deval Patrick | III | 66 | 2021 | 2025 | — | | | | | | Miyuki Suzuki | III | 62 | 2022 | 2025 | — | | | | | | Non-Continuing Directors | | | | | | | | | | | Richard Dalzell | I | 65 | 2014 | 2023 | — | | | | |

  6. Board of Directors

    | | Committee Chair | | Committee Member | | Lead Independent Director |

  7. Board of Directors

    | Board of Directors and Corporate Governance | |

  8. Board Skills and Experience Matrix

    Board Skills and Experience Matrix Our board of directors proactively evaluates its composition in the context of our company’s evolving business needs and has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add value to the strategic decisions made by our company and that enable them to provide oversight of management, risk, business operations, and corporate strategy. This has resulted in the addition of three new independent directors to our board of directors since the beginning of 2021. 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 diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

  9. Board Skills and Experience Matrix

    | | Bell | Deeter | Dubinsky | Epstein | Immelt | Lawson | Patrick | Rottenberg | 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. | | | | | | | | | |

  10. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  11. Board Skills and Experience Matrix

    Nominees for Director

  12. Board Skills and Experience Matrix

    | Charles Bell Age: 65 Director Since: 2023 Independent Committees: None Other Public Company Boards: 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. |

  13. Board Skills and Experience Matrix

    | Jeffrey Immelt Age: 67 Director Since: 2019 Independent Committees: Compensation and Talent Management (Chair) Other Current Public Company Boards: Tuya Inc. (2021-present) Bright Health Group, Inc. (2020-present) Bloom Energy Corporation (2019-present) Desktop Metal, Inc. (2018-present) Other Public Company Boards in the Past Five Years: Hennessy Capital Investment Corp. V (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”), a multinational conglomerate. 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. |

  14. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  15. Board Skills and Experience Matrix

    | Erika Rottenberg Age: 60 Director Since: 2016 Independent Committees: Audit Nominating and Corporate Governance (Chair) Other Public Company Boards in the Past Five Years: Wix.com Ltd. (2015-2020) | Experience: Ms. Rottenberg has served as a member of our board of directors since June 2016. From March 2022 to September 2022, 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. 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, 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. |

  16. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  17. Board Skills and Experience Matrix

    Continuing Directors

  18. Board Skills and Experience Matrix

    | Byron Deeter Age: 48 Director Since: 2010 Independent Committees: Nominating and Corporate Governance Other Public Company Boards in the Past Five Years: SendGrid, Inc. (2012-2019) | Experience: Mr. Deeter has served as a member of our board of directors since November 2010. Since 2005, Mr. Deeter has served as a partner of Bessemer Venture Partners, a venture capital firm. From 2004 to 2005, Mr. Deeter served as a director at International Business Machines Corporation (“IBM”), a technology and consulting company. From 2000 to 2004, Mr. Deeter served in several roles at Trigo Technologies, Inc., a product information management company, acquired by IBM in 2004, including co-founder, President, Chief Executive Officer and Vice President of Business Development. Mr. Deeter has served and continues to serve on the board of several private companies. Mr. Deeter holds a B.A. in Political Economy from the University of California, Berkeley. | | | Qualifications: With his extensive experience as an investor in SaaS and cloud technology companies, including as a partner of Bessemer Venture Partners, Mr. Deeter brings to our board of directors investment and financial expertise and in-depth knowledge of the SaaS and cloud technology industry and emerging companies. Mr. Deeter has a deep understanding of the complex operational issues facing large global companies and a valuable perspective as a director of technology companies. |

  19. Board Skills and Experience Matrix

    | Donna Dubinsky Age: 67 Director Since: 2018 Independent Committees: Audit Other Public Company Boards: None | Experience: Ms. Dubinsky has served as a member of our board of directors since December 2018. Since 2022, Ms. Dubinsky has served as a Senior Counselor to the U.S. Secretary of Commerce, Gina Raimondo. Since 2005, Ms. Dubinsky has served as the Board Chair of Numenta, Inc. (“Numenta”), a machine intelligence company that she co-founded, and from 2005 to 2022, Ms. Dubinsky served as Numenta’s Chief Executive Officer. 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. Ms. Dubinsky 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. |

  20. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  21. Board Skills and Experience Matrix

    | Jeff Epstein Age: 66 Director Since: 2017 Independent Committees: Audit (Chair) Compensation and Talent Management Other Current Public Company Boards: AvePoint, Inc. (2021-present) Couchbase, Inc. (2015-present) Okta, Inc. (2011-present) Other Public Company Boards in the Past Five Years: Poshmark, Inc. (2018-2023) Shutterstock, Inc. (2012-2021) Booking Holdings (2003-2019) Global Eagle Entertainment Inc. (2013-2018) | 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. |

  22. Board Skills and Experience Matrix

    | Jeff Lawson Age: 45 Director Since: 2008 Committees: None Other Public Company Boards: None | Experience: Mr. Lawson is one of our founders and has served as our Chief Executive Officer and as a member of our board of directors since April 2008 and as our Board Chair since November 2015. From 2001 to 2008, Mr. Lawson served as founder and Chief Technology Officer of Nine Star, Inc., a multi-channel retailer of equipment and apparel to the action sports industry. From 2004 to 2005, Mr. Lawson served as Technical Product Manager of Amazon.com. In 2000, Mr. Lawson served as Chief Technology Officer of StubHub, Inc. (“StubHub”), an online marketplace for live entertainment events. Mr. Lawson holds a B.S. in Computer Science and Film/Video from the University of Michigan. | | | Qualifications: As our co-founder, Chief Executive Officer, Board Chair and one of our larger stockholders, Mr. Lawson has been instrumental in developing our company from a start-up to a large publicly traded company. Mr. Lawson brings to our board of directors a unique and thorough understanding of our technology, business, industry and culture. Additionally, his previous executive positions with other technology companies, including serving as the first Chief Technology Officer at StubHub, provides Mr. Lawson significant leadership, operations and technology experience, as well as important perspectives on innovation, management development and global challenges and opportunities. |

  23. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  24. Board Skills and Experience Matrix

    | Deval Patrick Age: 66 Director Since: 2021 Independent Committees: None Other Current Public Company Boards: Cerevel Therapeutics Holdings, Inc. (2021-present) Toast Inc. (2021-present) American Well Corporation (2015-2019, 2020-present) Other Public Company Boards in the Past Five Years: 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 2022, Mr. Patrick has served as a professor of the practice of public leadership and as co-director of the Center for Public Leadership at the Harvard Kennedy School. Since 2021, he has also served as a Senior Advisor to Bain Capital LLC (“Bain Capital”), where 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, from 2015 to 2019. 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. |

  25. Board Skills and Experience Matrix

    | Miyuki Suzuki Age: 62 Director Since: 2022 Independent Committees: Compensation and Talent Management Other Public Company Boards: Western Digital Corporation (2021-present) | 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 in several roles at Jetstar Japan Co., Ltd, a low-cost airline, including President and Chief Executive Officer. 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. As a member of the board of directors of Western Digital, Ms. Suzuki has a valuable understanding of public company governance. |

  26. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  27. Identifying and Evaluating Director Nominees

    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.

  28. Non-Employee Director Compensation

    Non-Employee Director Compensation

  29. Non-Employee Director Compensation Policy

    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 and talent management committee. Our compensation and talent management 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 2022, our compensation and talent management 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 and talent management 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 and talent management 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 that the annual equity retainer for the lead independent director would increase from $23,000 to $30,000 and the annual equity retainer for all non-employee members of the board of directors would increase from $40,000 to $45,000. 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 2022, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), please see “2022 Non-Employee Director Compensation Table” below. Annual Equity Grant and Annual Equity Retainer For 2022, 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 and/or chair of a committee, and/or as the lead independent director, is referred to as the “Annual Equity Retainer”.

  30. Non-Employee Director Compensation Policy

    | Board of Directors and Corporate Governance | |

  31. Non-Employee Director Compensation Policy

    | Annual Equity Retainer for Board Membership (the “Annual Board Retainer”) | | $45,000 | | 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 |

  32. Non-Employee Director Compensation Policy

    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 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 the New York Stock Exchange of one share of our Class A common stock over the trailing 30-day period ending five business days before the effective date of the applicable grant. Each Quarterly Grant is fully vested upon the date of grant. Initial Equity Grants Our Non-Employee Director Compensation Policy during 2022 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. During 2022, the number of RSUs for the Initial Equity Grant was determined by dividing the applicable value by the average closing market price on the New York Stock Exchange of one share of our Class A common stock over the trailing 30-day period ending five business days before the effective date of the grant. 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.

  33. 2022 Non-Employee Director Compensation Table

    2022 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 2022, all of which were paid solely in RSUs. Mr. Lawson, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. Ms. Donio, who is our current President, Twilio Data & Applications, earned compensation as a non-employee director until she resigned as a director and was appointed as an executive officer in May 2022. The compensation received by each of Mr. Lawson, as a named executive officer, and Ms. Donio, as a non-employee director and named executive officer, is presented in “Executive Compensation—Summary Compensation Table.”

  34. 2022 Non-Employee Director Compensation Table

    | Name | Stock awards ($)(1)(2) | Total ($) | | Richard Dalzell | 268,434 | 268,434 | | Byron Deeter | 268,434 | 268,434 | | Donna Dubinsky | 274,687 | 274,687 | | Jeff Epstein | 310,648 | 310,648 | | Jeffrey Immelt | 279,007 | 279,007 | | Deval Patrick | 271,757 | 271,757 | | Erika Rottenberg | 285,358 | 285,358 | | Miyuki Suzuki(3) | 732,381 | 732,381 |

  35. 2022 Non-Employee Director Compensation Table

    | 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 2022, 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 27, 2023. Each of Ms. Dubinsky and Messrs. Epstein and Patrick elected to defer a portion of the RSUs issued pursuant to each of their Quarterly Grants.(1) |

  36. 2022 Non-Employee Director Compensation Table

    | As of December 31, 2022, the non-employee directors who served on our board of directors during 2022 had the following outstanding equity awards: Mr. Dalzell held an option to purchase 76,500 shares of our Class B common stock; Mr. Patrick held 845 RSUs; and Ms. Suzuki held 6,354 RSUs.(2) |

  37. 2022 Non-Employee Director Compensation Table

    | Ms. Suzuki was appointed to our board of directors on August 4, 2022 and received an Initial Equity Grant of 6,354 RSUs.(3) |

  38. 2022 Non-Employee Director Compensation Table

    | Board of Directors and Corporate Governance | |

  39. 2022 Non-Employee Director Compensation Table

    The following table sets forth the aggregate number of DSUs accumulated in each director’s deferral account as of December 31, 2022 from deferrals of RSUs granted to them.

  40. 2022 Non-Employee Director Compensation Table

    | Name | Accumulated DSUs | | Donna Dubinsky | 3,781 | | Jeff Epstein | 23,082 | | Deval Patrick | 3,740 |

  41. 2022 Non-Employee Director Compensation Table

    | Proposal No. 1 Election of Directors | |

  42. 2022 Non-Employee Director Compensation Table

    Our board of directors is currently composed of ten members. Richard Dalzell previously informed our board of directors of his intent to not stand for reelection at the Annual Meeting. Accordingly, Mr. Dalzell’s service as a member of our board of directors will end as of the Annual Meeting, at which time our board of directors will be reduced to nine members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes of directors. At the Annual Meeting, three Class I 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 distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of our company.

  43. Vote Required

    | Mr. Shipchandler served as our Chief Operating Officer from October 27, 2021 to March 1, 2023, at which time he became President, Twilio Communications.(1) |

  44. Vote Required

    | Ms. Donio served as our President of Revenue from May 4, 2022 to March 1, 2023, at which time she became President, Twilio Data & Applications.(2) |

  45. Vote Required

    | Ms. Viggiano was appointed as our Chief Financial Officer effective March 1, 2023.(3) |

  46. Executive Summary

    | • | Long-Term Incentive Compensation. We granted ongoing long-term incentive compensation opportunities to our named executive officers consisting of both RSUs (which are subject to time-based vesting) and performance-based restricted stock units (“PSUs”). RSUs and PSUs may be settled for shares of our Class A common stock. Consistent with the feedback received from stockholders during our outreach efforts, the issuance of PSUs reflects our compensation and talent management committee’s implementation of a performance-based equity program in 2022 to promote a pay-for-performance culture. |

  47. Executive Summary

    | • | No Annual Cash Bonus Program. We did not maintain a formal, broad-based, annual cash bonus plan for any of our executive officers, including our named executive officers. |

  48. Executive Summary

    | WHAT WE DO | WHAT WE DON’T DO | | Use a Pay-for-Performance Philosophy. The vast majority of our executive officers’ target total direct compensation is delivered in the form of equity and therefore directly linked to the performance of our stock price; in 2022, we also introduced PSUs to incentivize the achievement of corporate growth objectives. Compensation “At Risk.” Our executive compensation program is designed so that the vast majority of our executive officers’ target total direct compensation is equity-based, and therefore “at risk,” to align the interests of our executive officers and stockholders. “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. Maintain an Independent Compensation and Talent Management Committee. Our compensation and talent management committee consists solely of independent, non-employee directors. Retain an Independent Compensation Advisor. Our compensation and talent management 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 and talent management 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 and talent management 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. | No Additional Retirement Plans. We do not currently 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 Short-Term Cash Bonus Program or Guaranteed Bonuses. We did not maintain a formal, broad-based cash bonus program for our executive officers in 2022, nor do we provide guaranteed bonuses to our executive officers. Limited Perquisites or Other Personal Benefits. We provide limited perquisites and other personal benefits to our executive officers, which, in 2022, included limited personal security protection for our Chief Executive Officer. Limited Tax Payments on Perquisites. Except as otherwise specified, we generally do not provide any tax reimbursement payments (including “gross-ups”) on any perquisites or other personal benefits. 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 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 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. |

  49. Commitment to Stockholder Engagement

    Commitment to Stockholder Engagement As we manage our business with a focus on continued innovation and growth, we recognize that our compensation program must balance stockholder perspectives with our ability to retain and attract the highest caliber of talent to help facilitate profitable growth at scale. Our board of directors and our compensation and talent management committee value the stockholder perspectives we receive, through direct engagement as well as through voting decisions, including our annual Say-on-Pay Vote at our annual stockholder meetings, and the compensation-related feedback we receive from stockholders is an important component that informs the compensation and talent management committee’s decision-making process when reviewing our executive compensation programs each year. We have established a robust stockholder engagement program to help us better understand the perspectives of our stockholders. In 2022, in addition to our standard engagement with stockholders throughout the year, including outreach to institutional stockholders representing a majority of our shares outstanding, we conducted meetings with several of our large stockholders, with participation from our management team and certain members of our board of directors, including Ms. Rottenberg, the chair of our nominating and corporate governance committee, and Mr. Immelt, the chair of our compensation and talent management committee, on topics ranging from compensation strategy to ESG, including board structure and corporate governance. This feedback was communicated to senior management, our board of directors and the relevant committees for consideration in their decision making. The 2022 executive compensation program was implemented in early 2022. At that time, the compensation and talent management committee, in connection with input from our full board of directors, determined that our concentration on equity compensation, particularly through the issuance of awards of RSUs and PSUs, was aligned with long-term stockholder value. Our compensation and talent management committee introduced performance-based equity awards, in the form of PSUs, into our executive compensation program in 2022 to promote a pay-for-performance culture in response to feedback we received from stockholders during outreach efforts in 2021. Our compensation and talent management committee continues to assess our incentive compensation practices in light of our continued growth and maturation as well as discussions with stockholders. In addition to the introduction of performance-based equity awards, we have made other enhancements to our governance practices in direct response to stockholder feedback from our engagement program. For example, in March 2022 we amended our Stock Ownership Policy to increase the number of shares of our common stock that (i) each non-employee director is required to hold to a number of shares equal in value to five times the Annual Board Retainer (increased from four times the Annual Board Retainer), (ii) our Chief Executive Officer is required to hold to a number of shares that is six times such Chief Executive Officer’s annual base salary (increased from five times such salary), and (iii) each of our other executive officers are required to hold to three times such officer’s annual base salary (increased from one time such salary). We believe that these changes, have advanced our compensation practices and governance in a manner that both benefits stockholders and continues to align with our strategy and pay philosophy.

  50. Executive Compensation Philosophy

    | • | attract, motivate, incentivize and retain employees at the executive level who contribute to our long-term success; and |

  51. Evolving our Executive Compensation Program

    Evolving our Executive Compensation Program Prior to 2022, our executive compensation programs primarily centered around three vehicles: cash salaries, RSUs and stock options, with the majority of our executive compensation paid through equity in the form of RSUs and stock options. We believed that RSUs provided a strong equity vehicle with retentive value, while stock options served as a performance-based incentive as our executives would only realize monetary value from these awards if there was an increase in the company’s stock price above the exercise price of the stock option awards. We did not feel the need to tie explicit performance-based metrics to these vehicles. Over the course of 2021, we continued to engage with our stockholders and seek their feedback on our executive compensation practices. The opinions of our various stockholders were quite diverse, but mostly supportive of our use of equity as a compensation vehicle. However, a consistent theme from our stockholders was a desire to see more direct performance linkage to executive compensation. The compensation and talent management committee reviewed this feedback and evaluated ways to strengthen the pay-for-performance linkage. In determining compensation for 2022, the compensation and talent management committee’s goal was to balance our stockholders’ desire for direct performance linkage to compensation with executive motivation and incentives. As a result, in 2022, we decided to move away from stock options as our performance-based equity component for our continuing executives, and instead use PSUs that would only provide value if performance-based metrics were satisfied. We tied the vesting of these PSUs to the achievement of business metrics that were most important for our company, those being a combination of multi-year organic revenue growth and non-GAAP income from operations goals.

  52. Oversight of Executive Compensation

    | • | our financial performance relative to our compensation peer group; |

  53. Oversight of Executive Compensation

    | • | the compensation levels and practices of our compensation peer group; |

  54. Oversight of Executive Compensation

    | • | our desire to retain experienced and talented executives in a highly competitive market; |

  55. Oversight of Executive Compensation

    | • | 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; |

  56. Oversight of Executive Compensation

    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 and talent management committee reviews the base salary levels 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 Awards Grant Policy” below. Role of Chief Executive Officer In discharging its responsibilities, our compensation and talent management committee consults with members of our management, including our Chief Executive Officer. Our management assists our compensation and talent management committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. Our compensation and talent management committee solicits and reviews our Chief Executive Officer’s recommendations and proposals with respect to adjustments to annual cash compensation, 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 and talent management 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.

  57. Oversight of Executive Compensation

    | • | researching, developing and reviewing our compensation peer group; |

  58. Oversight of Executive Compensation

    | • | reviewing short-term and long-term incentive compensation practices and considerations; |

  59. Oversight of Executive Compensation

    | • | advising on executive severance and change in control practices; |

  60. Oversight of Executive Compensation

    The terms of Compensia’s engagement included reporting directly to our compensation and talent management committee and to the chair of our compensation and talent management committee. Compensia also coordinated with our management for data collection and job matching for our executive officers and provided data and analyses in connection with the review of our equity strategy. In 2022, Compensia did not provide any other services to us. In March 2022, our compensation and talent management 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 and talent management 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 and talent management 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 2022, the following criteria were evaluated in identifying comparable companies:

  61. Oversight of Executive Compensation

    | • | similar industry and competitive market for talent; |

  62. Oversight of Executive Compensation

    In September 2021, the compensation and talent management committee reviewed our compensation peer group and, upon the recommendation of its compensation consultant, taking into consideration the criteria noted above as well as merger and acquisition activity within the peer group, added Adobe Inc., Block, Inc. (formerly Square), CrowdStrike Holdings, Inc., Salesforce, Inc., Snap Inc. and Snowflake Inc. to the compensation peer group and removed Coupa Software Incorporated, Slack Technologies, Inc. and VeriSign, Inc. The peer group for 2022, which was approved by the compensation and talent management committee in September 2021, consisted of the following companies:

  63. Oversight of Executive Compensation

    Our compensation and talent management 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 and talent management committee to evaluate the compensation of our executive officers. Specifically, our compensation and talent management 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.

  64. Individual Compensation Elements

    | Element | Compensation Element | Objective | | Base Salary | Cash | Attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance. | | 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 corporate growth goals and long-term stockholder value creation. Strengthens pay-for-performance and enhances retention. |

  65. Individual Compensation Elements

    The actual base salaries paid to our named executive officers in 2022 are set forth in the “Summary Compensation Table” below. 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 and talent management committee on a regularly-scheduled basis, as described in “Other Compensation Policies and Practices—Equity Awards Grant Policy” below. Unless otherwise indicated, 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 and talent management 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.

  66. Individual Compensation Elements

    2022 Annual Equity Awards Historically, 50% of the annual value of equity awards issued to our executive officers were in the form of time-based stock options, and the other 50% of the annual value of such awards were in the form of time-based RSUs. However, in 2022, after reviewing current market practices and considering our emphasis on rewarding performance, our compensation and talent management committee determined that the annual equity awards to be granted to our then-executive officers should generally be a mix of time-based RSUs and PSUs, with approximately 25% of the annual value of equity awards being in the form of time-based RSUs (the “2022 Annual RSUs”) and approximately 75% of the of the annual award value of such awards would be in the form of PSUs (the “2022 Annual PSUs”). In determining the size of the individual grants to our executive officers, our compensation and talent management committee considered the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above, while also considering the structure of the new PSUs. In designing the program, our compensation and talent management committee considered the current value and retentive features of our executive officers’ outstanding equity given recent market volatility within our industry and our recent stock price performance. After considering these factors, our compensation and talent management committee granted equity awards to our executive officers in 2022 that were larger than the annual awards we have historically granted, with a front-loaded multi-year performance component, that were designed to bring the value of each executive’s unvested holdings to approximately 100% of a typical new hire award to provide meaningful retentive and incentive value, as well as to deliver appropriate compensation over a multi-year period based on the achievement of corresponding multi-year financial objectives. The compensation and talent management 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 2022 Annual RSUs and 2022 Annual PSUs that our compensation and talent management committee granted in March 2022 to Messrs. Lawson, Shipchandler, Manor and Wagner as part of its annual executive compensation review.

  67. Individual Compensation Elements

    | Named Executive Officer | RSUs (number of shares) | PSUs (number of shares at target performance) | Aggregate Grant Date Fair Value ($)(1) | | Jeff Lawson | 75,044 | 237,639 | 49,228,812 | | Khozema Shipchandler | 43,776 | 137,580 | 28,552,689 | | Eyal Manor | 43,776 | 137,580 | 28,552,689 | | Dana Wagner(2) | 18,761 | 62,537 | 12,799,557 |

  68. Individual Compensation Elements

    | The amounts reported in this column represent the aggregate grant date fair value of the RSUs, PSUs and stock options granted to the named executive officer in 2022, 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 Class A 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 (i.e., based on 100% of target level performance) and are estimated using the closing price of our Class A common stock 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 27, 2023.(1) |

  69. Individual Compensation Elements

    2022 Annual RSUs We believe time-based RSUs, which comprised approximately 25% of our 2022 long-term incentive awards, provide a strong retention incentive for our executive officers, provide a moderate reward for growth in the value of our Class A common stock and, because they use fewer shares than stock options, are less dilutive to our stockholders. In order to balance retention and incentive dynamics, the 2022 Annual RSUs vest over four years, with 33% vesting in equal quarterly installments between the first and second anniversaries of January 1, 2022, 33% vesting in equal quarterly installments between the second and third anniversaries of January 1, 2022 and 34% vesting in equal quarterly installments between the third and fourth anniversaries of January 1, 2022, subject to the executive’s continued employment with us through each such vesting date. Additionally, we award time-based RSUs from time to time for recruiting and retention. For more information about the 2022 New Hire RSUs (as defined below) issued to Ms. Donio and Mr. Wagner, see “2022 Additional Executive Officer Awards” below.

  70. Individual Compensation Elements

    2022 Annual PSUs We believe PSUs, which comprised approximately 75% of our 2022 long-term incentive awards, provide a retention incentive for our executive officers, align our executive officers’ compensation with the achievement of corporate growth objectives and, because they use fewer shares than stock options, are less dilutive to our stockholders. The 2022 Annual PSUs were designed as a triennial program, with the PSUs front-loaded to cover three years of grant value in 2022, and the size of the annual equity awards to be granted in 2023 and 2024 are expected to be proportionately lower than a typical annual award. Our compensation and talent management committee determined that the value of these awards was appropriate and necessary to sufficiently reward exceptional performance, to motivate our executive officers for continued effort to create value for our stockholders, to link executive compensation to the achievement of multi-year company objectives and to help ensure retention in a competitive market. The 2022 Annual PSUs, representing approximately 75% in value of each of the annual equity awards, vest over a three-year period based on the achievement of certain goals over specified performance periods, including organic revenue growth and, for the fiscal year 2023 and 2024 performance periods, non-GAAP income from operations, and are intended to further align the interests of our named executive officers and our stockholders. The compensation and talent management committee evaluated multiple potential metrics when determining which performance targets to use for the PSU program, including internal financial and operational metrics as well as external stock return metrics, and ultimately concluded that organic revenue growth and non-GAAP income from operations were the most appropriate measures. By delivering these awards in the form of PSUs, we believe our executives are incentivized to both deliver strong business results and to maintain or increase the value of our company in order to realize the intended value from the shares of Class A common stock underlying the awards upon vesting. The PSU awards granted to our named executive officers in 2022 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below. 2022 PSU Performance Measures The first tranche of the 2022 Annual PSUs were scheduled to vest if the minimum organic revenue growth threshold was achieved for 2022 and the payout was based on the organic revenue growth achieved for 2022, with the payout interpolated for performance between threshold, target and maximum performance. The second and third tranches will vest if both (i) the minimum organic revenue growth threshold and (ii) the non-GAAP income from operations threshold are achieved for 2023 and 2024, respectively. If the annual organic revenue growth is below the threshold for such year, the related tranche will be forfeited. Additionally, in each of 2023 and 2024, if annual organic revenue growth for such year is above the threshold but the non-GAAP income from operations threshold is not achieved for the applicable year, the related tranche will be forfeited. Vesting of these PSUs may range between zero for below threshold performance and up to 200% of target based on levels of performance. Our compensation and talent management committee determined that the value of these awards was appropriate and necessary to sufficiently reward exceptional performance, to motivate our executive officers for continued effort to create value for our stockholders, to link executive compensation to the achievement of multi-year company objectives and to help ensure retention in a competitive market. 2022 PSU Performance Period For the fiscal year 2022 performance period for the 2022 Annual PSUs, the organic revenue growth payout levels were as follows:

  71. Individual Compensation Elements

    | Payout Level | Organic Revenue Growth(1) | Payout of (Percentage of Target Shares)* | | Maximum | 40% | 200% | | Target | 30% | 100% | | Threshold | 20% | 50% | | | <20% | 0% |

  72. Individual Compensation Elements

    Organic revenue growth for 2022 was 29.7%, which resulted in a 98.5% payout (of target) for the first tranche of the PSUs. Our compensation and talent management committee certified performance in February 2023, and the following number of shares of our Class A common stock were issued upon the vesting and settlement of the PSU awards of each of the following named executive officers:

  73. Individual Compensation Elements

    2023 and 2024 PSU Performance Periods For the 2023 and 2024 performance periods for the 2022 Annual PSUs, the organic revenue growth levels are set forth below. Additionally, at least one dollar of non-GAAP income from operations must be achieved for 2023 and 2024, respectively. The 2023 and 2024 tranches will vest if both (i) the minimum organic revenue growth threshold and (ii) the non-GAAP income from operations threshold are achieved for 2023 and 2024, respectively. If the annual organic revenue growth is below the threshold for such year, the related tranche will be forfeited. Additionally, if annual organic revenue growth for such year is above the threshold but the non-GAAP income from operations threshold is not achieved for the applicable year, the related tranche will be forfeited.

  74. Individual Compensation Elements

    | 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% |

  75. Individual Compensation Elements

    2022 Additional Executive Officer Awards In addition to the 2022 Annual RSUs and the 2022 Annual PSUs, our compensation and talent management committee also granted equity awards to certain newly hired executive officers in 2022. In connection with her hiring as President of Revenue in May 2022, Ms. Donio received (i) a stock option to purchase 167,150 shares of our Class A common stock with a grant date fair value of $8,467,018 and (ii) 298,162 RSUs with a grant date fair value of $25,394,458. The shares subject to the stock option vest over four years in equal monthly installments, and the RSUs vest over four years, with 1/16th of the RSUs vesting on August 15, 2022 and the remaining RSUs vesting in equal quarterly installments, in each case subject to Ms. Donio’s continued employment with us. In determining the size of these awards, we referenced various external market compensation data and internal comparisons to ensure that the awards were appropriate both for the role and for an executive of Ms. Donio’s caliber in a highly competitive market. We believe that Ms. Donio’s stock options serve as a performance-based incentive because she will only receive value from these awards if there is an increase in the company’s stock price above the exercise price of the stock option awards. On January 20, 2022, in connection with his hiring as Chief Legal Officer, Mr. Wagner received 63,291 RSUs with a grant date fair value of $12,752,504. The RSUs vest over four years, with 10.42% vesting on May 15, 2022, 6.25% vesting in equal quarterly installments over the next 14 quarters, and the final 2.08% vesting on February 15, 2026, subject to Mr. Wagner’s continued employment with us.

  76. Individual Compensation Elements

    The stock option issued to Ms. Donio is referred to as the “2022 New Hire Stock Option” and the RSUs issued to Ms. Donio and Mr. Wagner are referred to as the “2022 New Hire RSUs.” Please see “Summary Compensation Table,” “Grants of Plan-Based Awards Table” and “Employment Agreements or Offer Letters with Named Executive Officers” below for additional information. On December 19, 2022, we entered into a letter agreement with Eyal Manor, our Chief Product Officer, pursuant to which we agreed to pay to Mr. Manor a cash bonus of $2,500,000, less applicable withholdings and deductions, for his past and ongoing contributions to us, subject to Mr. Manor’s continued employment through February 24, 2023. The letter agreement was amended and confirmed on February 2, 2023. The compensation and talent management committee determined to provide Mr. Manor with this one-time discretionary incentive for Mr. Manor’s extraordinary contributions to our company throughout 2022, including his efforts in restructuring our engineering operations, building a world-class team and increasing resiliency and stability of our platform, and to further incent Mr. Manor to continue his services with us during a critical transition period for our business and operations, including the 2023 Reorganization. Mr. Manor’s last day of employment with us was February 28, 2023. 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 annual limits set forth in the Internal Revenue Code of 1986, as amended (the “Code”). In 2022, 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, other than as described below for Mr. Lawson, 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 2022, 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 personal security services to Mr. Lawson on limited occasions to address safety concerns. The personal safety of our executive officers and directors, including Mr. Lawson and his family, is paramount, and we believe that the cost of the security measures is appropriate and necessary in certain circumstances given the risks associated with the visibility of Mr. Lawson’s position. We intend to evaluate these costs annually to determine whether they are a necessary and appropriate expense at the time. During 2022, the total incremental cost to us of the personal security services provided to Mr. Lawson was $9,500. 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. Lawson in the “All Other Compensation” column of the Summary Compensation Table below. During 2022, 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.

  77. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. In connection with our initial public offering in 2016, we adopted an executive severance plan (as amended and restated in June 2017, the “Amended and Restated Executive Severance Plan”) to provide more standardized severance payments and benefits to our executive officers. In March 2018, we divided our

  78. Post-Employment Compensation Arrangements

    Amended and Restated Executive Severance Plan into three separate plans. In February 2023, we further amended our CEO Severance Plan and adopted a fourth separate plan, the Senior Executive Severance Plan. Our four plans currently apply to our Chief Executive Officer (the “CEO Severance Plan”), our senior executive officers (the “Senior Executive Severance Plan” and, together with our CEO Severance Plan, the “Executive Severance Plans”) our key executive officers and senior vice-president level employees (the “Key Executive Severance Plan”) and our vice president-level employees (the “VP Severance Plan”). Our Chief Executive Officer participates in the CEO Severance Plan and our other current named executive officers participate in the Senior Executive Severance Plan. The Executive Severance Plans, as discussed in more detail in “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 executive officers who leave our employ under specified circumstances and to align the interests of our executive officers and our stockholders when considering our long-term future. We believe that the severance payments and benefits provided to our 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 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 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 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 executive officer and our stockholders. 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, 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 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 “Employment Agreements or Offer Letters with Named Executive Officers” and “Potential Payments Upon Termination or Change in Control” below.

  79. Other Compensation Policies and Practices

    Other Compensation Policies and Practices Equity Awards 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:

  80. Other Compensation Policies and Practices

    | • | Any grants of equity awards made in conjunction with the hiring of a new employee or the promotion of an existing employee will be made, if at all, regularly (either monthly or quarterly) and will be effective on the date such grant is |

  81. Other Compensation Policies and Practices

    | • | 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 and talent management committee. |

  82. Other Compensation Policies and Practices

    | • | All equity awards will be priced on the effective date of the award. The exercise price of all stock options will be equal to the closing market price on the NYSE of one share of our Class A 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 Class A 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. |

  83. Other Compensation Policies and Practices

    | • | Our board of directors or our compensation and talent management committee may delegate to 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 and talent management committee have currently delegated authority to a subcommittee to allow any two of our Chief Financial Officer or Principal Financial Officer, Chief People Officer, Chief Legal Officer and Senior Vice President, Finance, to grant, without any further action required by the compensation and talent management 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 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 and talent management committee. As part of its oversight function, the compensation and talent management committee will review the list of grants made by the subcommittee at each regularly scheduled in-person meeting. |

  84. Other Compensation Policies and Practices

    Death Equity Acceleration Policy In December 2020, the compensation and talent management 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 Amended and Restated Policy on Insider Trading and Disclosure (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, in April 2018, we adopted 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 amended and restated this stock ownership policy in September 2020 and in March 2022. In March 2022, we

  85. Other Compensation Policies and Practices

    revised the stock ownership policy to, among other things, increase the salary-multiple for our named executive officers (other than our Chief Executive Officer) from one time to three times his or her annual base salary, eliminate pre-established share number thresholds, and eliminate vested but unexercised in-the-money options from the share ownership calculation. 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 multiple for our Chief Executive Officer is six times his annual base salary and the multiple for our other named executive officers is three times his or her annual 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. 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, 2022, 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 We intend to adopt a compensation recovery (“clawback”) following the New York Stock Exchange’s adoption of an SEC-approved listing standard that complies with Exchange Act Rule 10D-1.

  86. Tax and Accounting Considerations

    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 and talent management 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.

  87. Summary Compensation Table

    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 2020, 2021 and 2022.

  88. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeff Lawson Chief Executive Officer and Board Chair | 2022 | 134,000 | — | 49,228,812 | — | 14,657 | 49,377,469 | | | 2021 | 133,990 | — | 6,926,889 | 7,000,586 | 564,280 | 14,625,745 | | | 2020 | 133,700 | — | 6,753,009 | 6,741,058 | 159,105 | 13,786,872 | | Khozema Shipchandler(4) President, Twilio Communications | 2022 | 1,100,000 | — | 28,552,689 | — | 8,304 | 29,660,993 | | | 2021 | 744,362 | — | 5,909,608 | 6,021,278 | 8,700 | 12,683,948 | | | 2020 | 622,465 | — | 3,452,811 | 3,446,740 | 8,525 | 7,530,541 | | Elena Donio(5) President, Twilio Data & Applications | 2022 | 665,385 | — | 25,451,960(6) | 8,467,018(6) | 63,559 | 34,647,922 | | Eyal Manor(7) Former Chief Product Officer | 2022 | 900,000 | — | 28,552,689 | — | 9,150 | 29,461,839 | | | 2021 | 86,538 | — | 33,687,986 | 8,098,119 | — | 41,872,643 | | Dana Wagner Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | 2022 | 600,000 | — | 25,552,061 | — | 9,150 | 26,161,211 | | | 2021 | 11,538 | 250,000 | — | — | — | 261,569 |

  89. Summary Compensation Table

    | The amounts reported in this column represent the aggregate grant date fair value of RSUs awarded to the named executive officers in 2020, 2021 and 2022, and PSUs awarded to the named executive officers in 2022, 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 Class A 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 (i.e., based on 100% of target level performance) and are estimated using the closing price of our Class A common stock 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 27, 2023. 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 for 2022 would be as follows: Mr. Lawson: $74,827,768; Mr. Shipchandler: $43,321,190; Mr. Manor: $43,321,190; and Mr. Wagner: $19,691,651. Ms. Donio did not receive a PSU award.(1) |

  90. Summary Compensation Table

    | The amounts reported in this column represent the aggregate grant date fair value of stock options granted in the applicable year computed in accordance with calculated in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that may be realized from such awards. 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 27, 2023.(2) |

  91. Summary Compensation Table

    | The amounts reported in this column for 2022 represent (i) for each of our named executive officers, matching contributions to each of our named executive officer’s 401(k) retirement plan accounts in the amount of $3,350, $8,304, $6,056, $9,150 and $9,150 for Mr. Lawson, Mr. Shipchandler, Ms. Donio, Mr. Manor and Mr. Wagner, respectively; (ii) for Mr. Lawson, costs for personal security services of $9,500 a work-from-home allowance and a personal technology device; and (iii) for Ms. Donio, compensation earned by her as a director, consisting of a Quarterly Grant with an aggregate grant date fair value of $57,503, which represented a portion of Ms. Donio’s Annual Equity Grant and Annual Equity Retainer for her membership on our board of directors and service as a member and chair of our compensation and talent management committee.(3) |

  92. Summary Compensation Table

    | Mr. Shipchandler served as our Chief Operating Officer from October 27 2021 until March 1, 2023, at which time he became our President, Twilio Communications. The table reflects an increase in Mr. Shipchandler’s base salary and additional equity awards issued in connection with his appointment as Chief Operating Officer in October 2021.(4) |

  93. Summary Compensation Table

    | Ms. Donio was appointed as our President of Revenue effective May 4, 2022 (after resigning from our board of directors on April 29, 2022) and served as our President of Revenue until March 1, 2023, at which time she became our President, Twilio Data & Applications. The salary amounts presented for Ms. Donio are prorated based on the number of days in 2022 during which she was employed by us. All of Ms. Donio’s compensation for 2022 relating to her service as a director is set forth in the “All Other Compensation” column, as discussed in footnote 3. For more information about non-employee director fees, see “Board of Directors and Corporate Governance—Non-Employee Director Compensation.”(5) |

  94. Summary Compensation Table

    | This amount includes one-time equity awards issued in June 2022 in connection with Ms. Donio’s appointment as President of Revenue as follows: (i) RSUs with a grant date fair value of $25,394,458 and (ii) stock options with a grant date fair value of $8,467,018.(6) |

  95. Summary Compensation Table

    | Mr. Manor was appointed our Chief Product Officer effective November 15, 2021, Mr. Manor resigned as Chief Product Officer, effective February 28, 2023. The salary amounts presented for Mr. Manor are prorated based on the number of days in 2021 during which he was employed by us. All equity awards granted to Mr. Manor in 2022 were forfeited upon his resignation.(7) |

  96. Summary Compensation Table

    | Executive Compensation Tables | |

  97. Grants of Plan-Based Awards Table

    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 2022.

  98. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Jeff Lawson | PSUs | 3/21/2022 | 18,706,942 | 37,413,884 | 74,827,768 | | — | — | 37,413,884 | | | RSUs | 3/21/2022 | — | — | — | 75,044 | — | — | 11,814,927 | | Khozema Shipchandler | PSUs | 3/21/2022 | 10,830,298 | 21,660,595 | 43,321,190 | | — | — | 21,660,595 | | | RSUs | 3/21/2022 | — | — | — | 43,776 | — | — | 6,892,093 | | Elena Donio | RSUs | 3/15/2022 | — | — | — | 446 | — | — | 57,503 | | | RSUs | 6/21/2022 | — | — | — | 298,162 | — | — | 25,394,458 | | | Stock Option | 6/21/2022 | — | — | — | — | 167,150 | 85.17 | 8,467,018 | | Eyal Manor | PSUs | 3/21/2022 | 10,830,298 | 21,660,595 | 43,321,190 | | — | — | 21,660,595 | | | RSUs | 3/21/2022 | — | — | — | 43,776 | — | — | 6,892,093 | | Dana Wagner | PSUs | 3/21/2022 | 4,922,913 | 9,845,825 | 19,691,651 | | — | — | 9,845,825 | | | RSUs | 1/20/2022 | — | — | — | 63,291 | — | — | 12,752,504 | | | RSUs | 3/21/2022 | — | — | — | 18,761 | — | — | 2,953,732 |

  99. Grants of Plan-Based Awards Table

    | The amounts reported in this column reflect the 2022 Annual PSUs, which were granted under the 2016 Plan. For a description of the 2022 Annual PSUs, 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—Long-Term Incentive Compensation—2022 Annual Equity Awards.”(1) |

  100. Grants of Plan-Based Awards Table

    | For Messrs. Lawson, Shipchandler, Manor and Wagner, the amounts reported in this column reflect the 2022 Annual RSUs, which were granted under the 2016 Plan. For Mr. Wagner, and Ms. Donio, the amounts reported in this column also reflect the 2022 New Hire RSUs, which were granted under the 2016 Plan (i) to Mr. Wagner in January 2022 connection with his appointment as Chief Legal Officer and (ii) to Ms. Donio in March 2022 in connection with her appointment as our President of Revenue, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Long-Term Incentive Compensation—2022 Additional Executive Officer Awards.” For Ms. Donio, the amounts reported in this column also reflect a Quarterly Grant granted under the 2016 Plan pursuant to our Non-Employee Director Compensation Policy in March 2022, which represented a portion of Ms. Donio’s Annual Equity Grant and Annual Equity Retainer for her membership on our board of directors and service as a member and chair of our compensation and talent management committee. For more information about the Non-Employee Director Compensation Policy and the terms of awards issued thereunder, see the section titled “Board of Directors and Corporate Governance—Non-Employee Director Compensation.”(2) |

  101. Grants of Plan-Based Awards Table

    | The amount reported in this column represent the award of the 2022 New Hire Stock Option, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Long-Term Incentive Compensation—2022 Additional Executive Officer Awards.”(3) |

  102. Grants of Plan-Based Awards Table

    | The amounts reported in this column represent the aggregate grant date fair value of the RSUs, PSUs and stock options, as applicable, granted to the named executive officers in the 2022, calculated in accordance with FASB ASC Topic 718. Assumptions underlying the valuations are set forth in footnotes 1 and 2 to the Summary Compensation Table above. These amounts do not reflect the actual economic value that may be realized from such awards.(4) |

  103. Grants of Plan-Based Awards Table

    | Executive Compensation Tables | |

  104. Outstanding Equity Awards at Fiscal Year-End Table

    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, 2022. 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 “Executive Compensation—Potential Payments Upon Termination or Change in Control” for information regarding the impact of certain employment termination scenarios or a change in control on outstanding equity awards.

  105. Outstanding Equity Awards at Fiscal Year-End Table

    | | | 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 ($)(3) | Option Expiration Date | Number Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Jeff Lawson | 12/31/2015(5) | 316,667 | — | 10.09 | 12/30/2025 | — | — | — | | | 2/10/2017(5) | 163,890 | — | 31.96 | 2/9/2027 | — | — | — | | | 2/20/2018(5) | 203,589 | — | 33.01 | 2/19/2028 | — | — | — | | | 1/31/2019(5) | 110,697 | — | 111.32 | 1/30/2029 | — | — | — | | | 2/22/2020(6) | 75,746 | 39,021 | 117.94 | 2/21/2030 | — | — | — | | | 2/22/2020(7) | — | — | — | — | 19,468 | 953,153 | — | | | 2/25/2021(8) | 11,263 | 22,869 | 377.59 | 2/24/2031 | — | — | — | | | 2/25/2021(9) | — | — | — | — | 12,292 | 601,816 | — | | | 3/21/2022(10) | — | — | — | — | 75,044 | 3,674,154 | — | | | 3/21/2022(11) | — | — | — | — | — | — | 236,541 | | Khozema Shipchandler | 11/01/2018(5) | 35,418 | — | 76.63 | 10/31/2028 | — | — | — | | | 2/22/2020(6) | 24,205 | 19,953 | 117.94 | 2/21/2030 | — | — | — | | | 2/22/2020(7) | — | — | — | — | 9,954 | 487,348 | — | | | 2/25/2021(8) | 5,982 | 12,144 | 377.59 | 2/24/2031 | — | — | — | | | 2/25/2021(9) | — | — | — | — | 6,528 | 319,611 | — | | | 11/11/2021(12) | — | 13,565 | 298.00 | 11/11/2031 | — | — | — | | | 11/11/2021(13) | — | — | — | — | 7,487 | 366,564 | — | | | 3/21/2022(10) | — | — | — | — | 43,776 | 2,143,273 | — | | | 3/21/2022(11) | — | — | — | — | — | — | 136,892 | | Elena Donio | 6/21/2022(14) | 20,893 | 146,257 | 85.17 | 6/21/2032 | — | — | — | | | 6/21/2022(15) | — | — | — | — | 260,891 | 12,773,223 | — | | Eyal Manor | 12/20/2021(16) | 14,740 | 39,688 | 268.55 | 12/20/2031 | — | — | — | | | 12/20/2021(17) | — | — | — | — | 94,083 | 4,606,304 | — | | | 3/21/2022(10) | — | — | — | — | 43,776 | 2,143,273 | — | | | 3/21/2022(11) | — | — | — | — | — | — | 136,892 | | Dana Wagner | 1/20/2022(18) | — | — | — | — | 48,784 | 2,388,465 | — | | | 3/21/2022(10) | — | — | — | — | 18,761 | 918,539 | — | | | 3/21/2022(11) | — | — | — | — | — | — | 62,224 |

  106. Outstanding Equity Awards at Fiscal Year-End Table

    | Equity awards granted prior to June 21, 2016 were granted pursuant to our 2008 Stock Option Plan (as amended and restated, the “2008 Plan”). Each stock option under the 2008 Plan is immediately exercisable. Equity awards granted on or after June 21, 2016 were granted pursuant to our 2016 Plan.(1) |

  107. Outstanding Equity Awards at Fiscal Year-End Table

    | Executive Compensation Tables | |

  108. Outstanding Equity Awards at Fiscal Year-End Table

    | 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.(2) |

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | This column represents the fair market value of a share of our Class A common stock on the date of the grant, as determined by the administrator of our 2008 Plan or 2016 Plan, as applicable.(3) |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | 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 Class A common stock, as reported on the NYSE, of $48.96 per share on December 30, 2022 (the last trading day of 2022).(4) |

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | The shares subject to the stock option are fully vested.(5) |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | 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, 2019, 33% of the shares subject to the stock option vest in equal quarterly installments between the second and third anniversaries of December 31, 2019 and 34% of the shares subject to the stock option vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2019.(6) |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of December 31, 2019, 33% of the RSUs vest in equal quarterly installments between the second and third anniversaries of December 31, 2019 and 34% of the RSUs vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2019.(7) |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | 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, 2020, 33% of the shares subject to the stock option vest in equal quarterly installments between the second and third anniversaries of December 31, 2020 and 34% of the shares subject to the stock option vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020.(8) |

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of December 31, 2020, 33% of the RSUs vest in equal quarterly installments between the second and third anniversaries of December 31, 2020 and 34% of the RSUs vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020.(9) |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | 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.(10) |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | The PSUs vest in three tranches subject to the achievement of certain performance metrics for 2022, 2023 and 2024. The first tranche will vest if the minimum organic revenue growth threshold is achieved for 2022 and the payout will be based on the organic revenue growth target achieved for 2022, with the payout interpolated for performance between targets. The second and third tranches will vest if both (i) the minimum organic revenue growth threshold and (ii) the non-GAAP income from operations threshold are achieved for 2023 and 2024, respectively. Vesting of these PSUs will range up to 100% above the target based on levels of performance. On February 22, 2023, 98.5% of the first tranche of PSUs subject to these awards were deemed earned and vested based on our performance for 2022. As a result, the following number of PSUs were outstanding as of December 31, 2022 but were forfeited on February 22, 2023 based on our performance for 2022: 1,189 of these PSUs for Mr. Lawson, 688 of these PSUs for Mr. Shipchandler, 688 of these PSUs for Mr. Manor, and 313 of these PSUs for Mr. Wagner. In connection with Mr. Manor’s termination of employment on February 28, 2023, all unvested PSUs as of that date were forfeited to us.(11) |

  118. Outstanding Equity Awards at Fiscal Year-End Table

    | 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.(12) |

  119. Outstanding Equity Awards at Fiscal Year-End Table

    | 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.(13) |

  120. Outstanding Equity Awards at Fiscal Year-End Table

    | The shares subject to this option vest as follows: 1/48th of the shares subject to the stock option vest on July 21, 2022, and the remaining shares subject to the stock option vest monthly over the next 47 months on July 21.(14) |

  121. Outstanding Equity Awards at Fiscal Year-End Table

    | The RSUs vest as follows: 1/16th of the RSUs vest on August 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.(15) |

  122. Outstanding Equity Awards at Fiscal Year-End Table

    | The shares subject to the option vest as follows: 3/48th of the shares subject to the stock option vest on February 15, 2022 and the remaining shares subject to the stock option vest in equal monthly installments over the remaining 45 months. In connection with Mr. Manor’s termination of employment on February 28, 2023, the shares subject to the unvested portion of this stock option were forfeited to us.(16) |

  123. Outstanding Equity Awards at Fiscal Year-End Table

    | 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 May 15, August 15, November 15 and February 15. In connection with Mr. Manor’s termination of employment on February 28, 2023, all unvested RSUs as of that date were forfeited to us.(17) |

  124. Outstanding Equity Awards at Fiscal Year-End Table

    | 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.(18) |

  125. Outstanding Equity Awards at Fiscal Year-End Table

    | Executive Compensation Tables | |

  126. Option Exercises and Stock Vested Table

    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 the related value realized during 2022.

  127. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(3) | | Jeff Lawson | — | — | 48,292 | 4,432,787 | | Khozema Shipchandler | 6,430 | 1,025,681 | 40,596 | 4,308,380 | | Elena Donio | — | — | 37,717 | 2,659,968 | | Eyal Manor | — | — | 31,361 | 3,498,717 | | Dana Wagner | — | — | 14,507 | 1,283,471 |

  128. Option Exercises and Stock Vested Table

    | These values assume that the fair market value of the Class B common stock underlying certain of the stock options and RSUs, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares.(1) |

  129. Option Exercises and Stock Vested Table

    | The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class A common stock, exercised on the date of exercise and the aggregate exercise price of the stock option.(2) |

  130. Option Exercises and Stock Vested Table

    | The aggregate value realized upon the vesting and settlement of the RSUs represents the aggregate market price of the shares of our Class A common stock or Class B common stock (which is assumed to be equal to our Class A common stock as described in footnote (1) above), as applicable, that vested on the date of settlement.(3) |

  131. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  132. Other Change in Control Arrangements

    | CEO Pay Ratio | |

  133. Other Change in Control Arrangements

    | Pay Versus Performance | |

  134. Other Change in Control Arrangements

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (Loss) (millions) (7) | Organic Revenue Growth (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2022 | $49,377,469 | ($19,994,765) | $29,982,991 | ($1,557,065) | $50 | $139 | ($1,256) | 30% | | 2021 | $14,625,745 | ($7,753,781) | $14,523,754 | ($2,409,804) | $268 | $194 | ($950) | 42% | | 2020 | $13,786,872 | $121,274,654 | $6,839,349 | $74,018,467 | $344 | $144 | ($491) | 49% |

  135. Other Change in Control Arrangements

    | 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 each year to determine the compensation actually paid:(2) |

  136. Other Change in Control Arrangements

    | Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2022 | $49,377,469 | ($49,228,812) | ($20,143,422) | ($19,994,765) | | 2021 | $14,625,745 | ($13,927,475) | ($8,452,051) | ($7,753,781) | | 2020 | $13,786,872 | ($13,494,067) | $120,981,849 | $121,274,654 |

  137. Other Change in Control Arrangements

    | Pay Versus Performance | |

  138. Other Change in Control Arrangements

    | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (other than Mr. Lawson), 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) 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) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:(4) |

  139. Other Change in Control Arrangements

    | Pay Versus Performance | |

  140. Other Change in Control Arrangements

    | Pay Versus Performance | |