DEF 14A of Twilio Inc, Apr 26, 2024

DEF 14A of Twilio Inc

Filed Apr 26, 2024 · FY20230001140361-24-022258

Open on EDGAR

  1. Board of Directors

    Board of Directors Our business and affairs are managed under the direction of a highly independent, experienced, qualified and diverse board of directors. Our board of directors, through our nominating and corporate governance committee, proactively evaluates its composition in the context of our company’s evolving business needs and has taken a thoughtful approach to board composition. Our board of directors and the nominating and corporate governance committee believe the skills, qualities, attributes, experience and diversity of backgrounds (including diversity of gender and race/ethnicity) of our directors provide us with the right range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders. Our board of directors also oversees our stockholder engagement program and reviews investor feedback, which allows us to better understand the perspectives of our stockholders and to take this feedback into account as we shape the composition of our board of directors.

  2. Board of Directors

    | (1) Includes directors who identify in any of the following categories: African American or Black, Hispanic or Latinx, Asian, Native American or Alaskan Native, Native Hawaiian or Other Pacific Islander, or North African or Middle Eastern. |

  3. Board of Directors

    | (2) We have added four new independent directors since 2021. |

  4. Board of Directors

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

  5. 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 immediately prior to the Annual Meeting. All of our board members, other than Mr. Shipchandler (and, during his time on our board of directors, Mr. Lawson), qualify as “independent” under the listing standards of the New York Stock Exchange. Our board of directors is divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The effect that the management proposal to amend our amended and restated certificate of incorporation (our “certificate of incorporation”) to declassify the board of directors will have on the three director classes and their respective terms of office is described below under the heading “Proposal 5—Management Proposal to Amend Our Certificate of Incorporation to Declassify the Board of Directors.”

  6. Board of Directors

    | 2024 Proxy Statement | Twilio Inc. 13 |

  7. Board of Directors

    | Board of Directors and Corporate Governance | |

  8. Board of Directors

    The following table sets forth the names, ages as of March 31, 2024, 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. Deeter is not standing for re-election at the Annual Meeting. His term as a member of our board of directors will end immediately prior to the Annual Meeting.

  9. 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 | | | | | | | | | | | Jeff Epstein | II | 67 | 2017 | 2024 | 2027 | | | | | | Khozema Shipchandler | II | 50 | 2024 | 2024 | 2027 | | | | | | Andrew Stafman | II | 36 | 2024 | 2024 | 2027 | | | | | | Continuing Directors | | | | | | | | | | | Charles Bell | I | 66 | 2023 | 2026 | — | | | | | | Donna Dubinsky | III | 68 | 2018 | 2025 | — | | | | | | Jeffrey Immelt | I | 68 | 2019 | 2026 | — | | | | | | Deval Patrick | III | 67 | 2021 | 2025 | — | | | | | | Erika Rottenberg | I | 61 | 2016 | 2026 | — | | | | | | Miyuki Suzuki | III | 63 | 2022 | 2025 | — | | | | | | Non-Continuing Directors | | | | | | | | | | | Byron Deeter | II | 49 | 2010 | 2024 | — | | | | |

  10. Board of Directors

    | | Committee Chair | | Committee Member | | Independent Board Chair |

  11. Board of Directors

    | 14 Twilio Inc. | 2024 Proxy Statement |

  12. Board of Directors

    | | Board of Directors and Corporate Governance |

  13. Board Skills and Experience Matrix

    Board Skills and Experience Matrix Our nominating and corporate governance committee periodically evaluates the composition of our board of directors in the context of our company’s evolving business needs, to ensure that our directors have the skillsets, experiences and backgrounds that collectively add value to the strategic decisions made by our company, that enable them to provide oversight of management, risk, business operations, and corporate strategy, and that allow our board of directors to best fulfill its responsibilities to the long-term interests of our stockholders. This has resulted in the addition of four new independent directors to our board of directors since the beginning of 2021. Summarized below are the skills and experience that we consider important for our directors in light of our business strategy, structure, and market dynamics. Our board of directors and the nominating and corporate governance committee believe the skills, qualities, attributes, experience and diversity of backgrounds (including gender and racial/ethnic diversity) 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. The matrix below excludes Mr. Deeter, who is not standing for re-election at the Annual Meeting.

  14. Board Skills and Experience Matrix

    | | Bell | Dubinsky | Epstein | Immelt | Patrick | Rottenberg | Shipchandler | Stafman | Suzuki | | Technology and Software Industry Deep insight in the technology and software industries to oversee our business and the risks we face related to those industries. | | | | | | | | | | | Communications Industry Deep insight in the communications industry to oversee our business and the risks we face related to that industry. | | | | | | | | | | | Public Company Board Experience to understand the dynamics and operation of a public company. | | | | | | | | | | | Public Company Executive / Senior Leadership Experience in senior leadership positions at a public company to analyze, advise and oversee management in decision making, operations and policies. | | | | | | | | | | | Finance / Accounting / Audit Knowledge of financial markets, financing and accounting and financial reporting processes. | | | | | | | | | | | Sales and Marketing Sales and marketing experience to provide expertise and guidance to grow sales and enhance our brand. | | | | | | | | | | | Human Capital / Compensation / Employee Development and Training Experience attracting and retaining top talent to advise and oversee our people and compensation policies in our competitive environment. | | | | | | | | | | | Global Business Operations Experience and knowledge of global operations, business conditions and culture to advise and oversee our global business. | | | | | | | | | | | Risk Management Experience in risk oversight. | | | | | | | | | | | Regulatory / Government / Public Policy Experience in governmental and regulatory affairs. | | | | | | | | | | | Cybersecurity / Information Security / Privacy Expertise to oversee cybersecurity, information security, and privacy management. | | | | | | | | | | | Strategy / Business Development / M&A Experience creating long-term value through investment, acquisitions and growth strategies. | | | | | | | | | | | Corporate Governance Experience in corporate governance, compliance, policy, investor relations and creating long term sustainable value. | | | | | | | | | |

  15. Board Skills and Experience Matrix

    | 2024 Proxy Statement | Twilio Inc. 15 |

  16. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  17. Board Skills and Experience Matrix

    Nominees for Director

  18. Board Skills and Experience Matrix

    | Jeff Epstein Age: 67 Director Since: 2017 Independent Committees: Audit (Chair) Compensation and Talent Management Other Public Company Board Experience: AvePoint, Inc. (2021-present) Okta, Inc. (2021-present) Couchbase, Inc. (2015-present) Poshmark, Inc. (2018-2023) Shutterstock, Inc. (2012-2021) Booking Holdings (2003-2019) | 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. |

  19. Board Skills and Experience Matrix

    | Khozema Shipchandler Age: 50 Director Since: 2024 Committees: None Other Public Company Board Experience: Smartsheet Inc. (2023-present) | Experience: Mr. Shipchandler has served as our Chief Executive Officer and as a member of our board of directors since January 2024. Prior to that, Mr. Shipchandler served as our President, Twilio Communications from March 2023 to January 2024, as our Chief Operating Officer from 2021 to 2023, and as our Chief Financial Officer from 2018 to 2021. From 2015 to 2018, Mr. Shipchandler served as Chief Financial Officer and Executive Vice President of Corporate Development at GE Digital, an operational technology and infrastructure software company that is a division of General Electric, a multinational conglomerate. From 1996 to 2015, Mr. Shipchandler served in various executive roles at General Electric, including as Chief Financial Officer, Middle East, North Africa and Turkey from 2011 to 2013. Mr. Shipchandler has served on the board of directors of Smartsheet Inc., an enterprise software company, since June 2023. Mr. Shipchandler holds a B.A. in English and Biology from Indiana University Bloomington. | | | Qualifications: With over 25 years of experience growing businesses and driving financial performance across global, public organizations, Mr. Shipchandler brings to our board of directors significant operational and financial leadership skills and expertise, particularly related to companies in the technology and software industry. He also brings a deep and valuable understanding of Twilio’s business, operations and culture, having served in key senior executive roles at Twilio since 2018. |

  20. Board Skills and Experience Matrix

    | 16 Twilio Inc. | 2024 Proxy Statement |

  21. Board Skills and Experience Matrix

    | | Board of Directors and Corporate Governance |

  22. Board Skills and Experience Matrix

    | Andrew Stafman Age: 36 Director Since: 2024 Committees: None Other Public Company Board Experience: None | Experience: Mr. Stafman has been a partner at Sachem Head Capital Management LP, a value-oriented investment management firm based in New York, since 2013. Prior to Sachem Head, Mr. Stafman worked as an Associate at Silver Lake Partners, a global private equity firm focused on technology-enabled investments. Mr. Stafman holds a B.S. in Economics, with a concentration in Finance, from The Wharton School at the University of Pennsylvania. | | | Qualifications: During his time at Sachem Head, Mr. Stafman has led prominent activist positions and software related investments. He previously worked in private equity at Silver Lake Partners. Mr. Stafman has extensive knowledge of corporate strategy in finance and corporate governance matters as a result of his investment and private equity background. |

  23. Board Skills and Experience Matrix

    | 2024 Proxy Statement | Twilio Inc. 17 |

  24. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  25. Board Skills and Experience Matrix

    Continuing Directors

  26. Board Skills and Experience Matrix

    | Charles Bell Age: 66 Director Since: 2023 Independent Committees: Audit Other Public Company Board Experience: 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. |

  27. Board Skills and Experience Matrix

    | Donna Dubinsky Age: 68 Director Since: 2018 Independent Committees: Nominating and Corporate Governance Other Public Company Board Experience: None | Experience: Ms. Dubinsky has served as a member of our board of directors since December 2018. From 2022 to 2023, Ms. Dubinsky served as a Senior Counselor to the U.S. Secretary of Commerce, Gina Raimondo. 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. Since 2023, Ms. Dubinsky has served on the board of the National Center for the Advancement of Semiconductor Technology, a non-profit entity and she previously served on the board of Intuit Inc. and Yale University, including two years as Senior Fellow. Ms. Dubinsky holds a B.A. from Yale University and an M.B.A. from Harvard Business School. | | | Qualifications: With her extensive experience founding and managing technology companies, including Palm, Handspring, and Numenta, Ms. Dubinsky brings to our board of directors experience as a successful entrepreneur with demonstrated expertise and knowledge in business strategy, innovation, executive leadership growth, an in-depth understanding of the technology landscape and valuable insight on growing a company from a start-up to a publicly traded company. |

  28. Board Skills and Experience Matrix

    | 18 Twilio Inc. | 2024 Proxy Statement |

  29. Board Skills and Experience Matrix

    | | Board of Directors and Corporate Governance |

  30. Board Skills and Experience Matrix

    | Jeffrey Immelt Age: 68 Director Since: 2019 Independent Committees: Compensation and Talent Management (Chair) Other Public Company Board Experience: Bright Health Group, Inc. (2020-present) Bloom Energy Corporation (2019-present) Desktop Metal, Inc. (2018-present) Hennessy Capital Investment Corp. V (2021-2022) Tuya Inc. (2021-2022) | Experience: Mr. Immelt has served as a member of our board of directors since June 2019. Mr. Immelt is a venture partner of New Enterprise Associates (“NEA”), a venture capital firm, which he joined in 2018. From 2001 to 2017, Mr. Immelt served as Chairman and Chief Executive Officer of General Electric. 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. |

  31. Board Skills and Experience Matrix

    | Deval Patrick Age: 67 Director Since: 2021 Independent Committees: Nominating and Corporate Governance Other Public Company Board Experience: Cerevel Therapeutics Holdings, Inc. (2021-present) Toast Inc. (2021-present) American Well Corporation (2015-2019, 2020-present) Environmental Impact Acquisition Corp. (2021-2022) Global Blood Therapeutics, Inc. (2015-2019, 2020-2022) | Experience: Mr. Patrick has served as a member of our board of directors since January 2021. Since 2024, Mr. Patrick has served as Senior Advisor at The Vistria Group, a leading impact investment firm. Since 2022, Mr. Patrick has served as the David R. Gergen professor of the practice of public leadership and as co-director of the Center for Public Leadership at the Harvard Kennedy School. From 2021 to 2023, he 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. |

  32. Board Skills and Experience Matrix

    | 2024 Proxy Statement | Twilio Inc. 19 |

  33. Board Skills and Experience Matrix

    | Board of Directors and Corporate Governance | |

  34. Board Skills and Experience Matrix

    | Erika Rottenberg Age: 61 Director Since: 2016 Independent Committees: Audit Nominating and Corporate Governance (Chair) Other Public Company Board Experience: Wix.com Ltd. (2014-2020) | Experience: Ms. Rottenberg has served as a member of our board of directors since June 2016. From March 2022 to December 2023, Ms. Rottenberg served as a Strategic Advisor at the Chan Zuckerberg Initiative, a philanthropic initiative, after having served as its Vice President and General Counsel from 2018 to 2022. From 2008 to 2014, Ms. Rottenberg served as Vice President, General Counsel and Secretary at LinkedIn Corporation (“LinkedIn”), a professional networking company. From 2004 to 2008, Ms. Rottenberg served as Senior Vice President, General Counsel and Secretary at SumTotal Systems, Inc., a talent management enterprise software company. From 1996 to 2002, Ms. Rottenberg served in several roles at Creative Labs, Inc., a computer peripheral and digital entertainment product company, including as Vice President, Strategic Development and General Counsel. From 1993 to 1996, Ms. Rottenberg served as an attorney at Cooley LLP, a law firm, specializing in corporate and employment law. Ms. Rottenberg holds a B.S. in Special and Elementary Education from the State University of New York at Geneseo and a J.D. from the University of California, Berkeley School of Law, formerly known as Boalt Hall School of Law. | | | Qualifications: With her extensive experience as an executive and director of private and public technology companies, including as General Counsel of LinkedIn, Ms. Rottenberg brings to our board of directors expertise in corporate governance, risk management oversight, business operations, and legal and compliance matters, including privacy, security and intellectual property. Ms. Rottenberg has a deep understanding of the complex legal, regulatory and corporate governance issues that we face as a global, publicly traded technology company. |

  35. Board Skills and Experience Matrix

    | Miyuki Suzuki Age: 63 Director Since: 2022 Independent Committees: Compensation and Talent Management Other Public Company Board Experience: 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 also has a valuable understanding of public company governance. |

  36. Board Skills and Experience Matrix

    | 20 Twilio Inc. | 2024 Proxy Statement |

  37. Board Skills and Experience Matrix

    | | Board of Directors and Corporate Governance |

  38. 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.

  39. Non-Employee Director Compensation

    Non-Employee Director Compensation

  40. 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 committee. Our compensation committee conducts an annual evaluation of the design and competitiveness of our Non-Employee Director Compensation Policy in light of best practices, market trends and a competitive market analysis of data for our compensation peer group prepared by its compensation consultant, and makes appropriate recommendations to our board of directors with respect to the compensation of our non-employee directors. During 2023, our compensation committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, as its independent compensation consultant to advise on, among other things, non-employee director compensation matters. In doing so, our compensation committee reviewed and considered a peer group compensation data analysis prepared by Compensia to understand market non-employee director compensation practices. Following a review and consideration of market data, our compensation committee recommended to our board of directors, and our board of directors approved, that non-employee director compensation would continue to be paid solely in the form of RSUs and that the value of such non-employee director compensation would remain unchanged from 2022 levels.

  41. Non-Employee Director Compensation Policy

    | 30 Twilio Inc. | 2024 Proxy Statement |

  42. Non-Employee Director Compensation Policy

    | | Board of Directors and Corporate Governance |

  43. Non-Employee Director Compensation Policy

    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 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), please see “2023 Non-Employee Director Compensation Table” below. Annual Equity Grant and Annual Equity Retainer For 2023, our non-employee directors received compensation in the form of RSUs only. Pursuant to our Non-Employee Director Compensation Policy, each non-employee director who continues as a member of our board of directors following each annual meeting of stockholders receives a grant of RSUs having a value of $250,000 (the “Annual Equity Grant”). Each non-employee director also receives an annual equity retainer for board and committee membership, the values of which are as set forth below. The aggregate amount that each non-employee director receives for such director’s membership on our board of directors, as a member or chair of a committee, or as the lead independent director, is referred to as the “Annual Equity Retainer”.

  44. 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(1) | | $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 |

  45. Non-Employee Director Compensation Policy

    | (1) In 2024, following the separation of the roles of Board Chair and Chief Executive Officer, our compensation committee conducted a review with Compensia of peer company board compensation trends, and our Non-Employee Director Compensation Policy was amended to provide a $75,000 annual retainer for the newly created role of Independent Board Chair. |

  46. 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 of September 15, December 15, March 15, and the earlier of (i) June 15 or (ii) the day that is immediately prior to the next subsequent annual meeting of stockholders (each such date, a “Quarterly Date,” and each such grant, a “Quarterly Grant”). The value of each Quarterly Grant is equal to the value of the portion of the Annual Equity Retainer and Annual Equity Grant applicable to the period beginning on the day after the immediately preceding Quarterly Date and ending on the then-current Quarterly Date (the “Quarterly Period”), based on the board and committee roles held by the non-employee director during such Quarterly Period. The number of RSUs granted for each Quarterly Grant is determined by dividing the applicable values by the average closing market price on NYSE of one share of our common stock over the trailing 30-day period ending five business days before the effective date of the applicable grant. Each Quarterly Grant is fully vested upon the date of grant. Initial Equity Grants Our Non-Employee Director Compensation Policy during 2023 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 2023, the number of RSUs for the Initial Equity Grant was determined by dividing the applicable value by the average closing market price on NYSE of one share of our common stock over the trailing 30-day period ending five business days before the effective date of the grant.

  47. Non-Employee Director Compensation Policy

    | 2024 Proxy Statement | Twilio Inc. 31 |

  48. Non-Employee Director Compensation Policy

    | Board of Directors and Corporate Governance | |

  49. Non-Employee Director Compensation Policy

    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.

  50. 2023 Non-Employee Director Compensation Table

    2023 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 2023, all of which were paid solely in RSUs. Mr. Lawson, who at the time served as our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Mr. Lawson, as a named executive officer, is presented in “Executive Compensation—Summary Compensation Table.”

  51. 2023 Non-Employee Director Compensation Table

    | Name | Stock awards ($)(1)(2) | Total ($) | | Charles Bell(3) | 636,395 | 636,395 | | Byron Deeter | 325,158 | 325,158 | | Donna Dubinsky | 332,740 | 332,740 | | Jeff Epstein | 390,048 | 390,048 | | Jeffrey Immelt | 340,374 | 340,374 | | Deval Patrick | 318,791 | 318,791 | | Erika Rottenberg | 345,807 | 345,807 | | Miyuki Suzuki | 329,518 | 329,518 | | Richard Dalzell(4) | 159,561 | 159,561 |

  52. 2023 Non-Employee Director Compensation Table

    | (1) Stock awards consist solely of RSUs. Annual Equity Grants and Annual Equity Retainers vest immediately upon grant. Initial Equity Grants vest in equal annual installments over three years, subject to any pro-ration as described above. The amounts reported in this column represent the aggregate grant date fair value of the RSUs awarded to the non-employee directors in 2023, 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, 2024. Each of Ms. Dubinsky and Messrs. Bell, Epstein and Patrick elected to defer a portion of the RSUs issued pursuant to each of their Quarterly Grants, which DSUs are reflected in the table above and shown separately in the table below. |

  53. 2023 Non-Employee Director Compensation Table

    | (2) As of December 31, 2023, the non-employee directors who served on our board of directors during 2023 had the following outstanding equity awards, in addition to the DSUs set forth in the table below: Mr. Bell held 5,744 RSUs; Mr. Patrick held 423 RSUs; and Ms. Suzuki held 4,406 RSUs. |

  54. 2023 Non-Employee Director Compensation Table

    | (3) Mr. Bell was appointed to our board of directors on March 28, 2023 and received an Initial Equity Grant of 6,428 RSUs. |

  55. 2023 Non-Employee Director Compensation Table

    | (4) Mr. Dalzell did not stand for re-election at the 2023 Annual Meeting of Stockholders. Accordingly, his service as a director ended on June 13, 2023. |

  56. 2023 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, 2023 from deferrals of RSUs granted to them.

  57. 2023 Non-Employee Director Compensation Table

    | Name | Accumulated DSUs | | Charles Bell | 4,162 | | Donna Dubinsky | 8,745 | | Jeff Epstein | 28,901 | | Deval Patrick | 8,496 |

  58. Vote Required

    Secretary | | (1) Mr. Shipchandler served as our Chief Financial Officer from November 2018 to October 2021, our Chief Operating Officer from October 2021 to March 1, 2023 and our President, Twilio Communications from March 1, 2023 to January 8, 2024, at which time he became Chief Execu

  59. Vote Required

    ve Officer. | | (2) Ms. Viggiano served as our Senior Vice President, Finance from November 2021 to March 1, 2023, at which time she became Chief Fina

  60. 2023 Executive Compensation Program Highlights

    | • | 2023 PSU payouts were directly tied to our financial performance: |

  61. 2023 Executive Compensation Program Highlights

    The second tranche of our 2022 PSU grants based on 2023 revenue performance paid out at 0% despite delivering organic revenue of 10%, in line with our guidance for the year, highlighting the rigor of the PSU award targets and underscoring our commitment to a pay-for-performance philosophy.

  62. 2023 Executive Compensation Program Design

    | Element | 2023 Design | Rationale | | Base Salary | Reduced from $134,000 to $65,535, effective March 1, 2023 | In consideration of stockholder feedback, recent company performance, and the magnitude of his 2022 PSU award, our Chief Executive Officer’s base salary was reduced and he did not receive any additional equity or performance-based cash awards in 2023. | | Annual Cash-Based Incentive | None | | | Long-Term Incentive | None | |

  63. 2023 Executive Compensation Program Design

    Other Named Executive Officers To manage retention and incentivize execution on near-term initiatives while still providing alignment with our stockholders, our compensation committee took a holistic approach to determining the mix of incentive-based compensation for non-CEO named executive officers. Consistent with the front-loaded design of the 2022 PSU awards and stockholder feedback, our compensation committee did not award additional PSUs to our named executive officers in 2023. Our compensation committee took the following key actions with respect to the compensation of our named executive officers (other than our Chief Executive Officer) for 2023:

  64. 2023 Executive Compensation Program Design

    | Element | 2023 Design | Rationale | | Base Salary | • No increases from 2022 levels except for Ms. Viggiano in connection with her promotion | Consistent with the recommendation of our Chief Executive Officer, our compensation committee did not increase the base salaries of any of our named executive officers from their 2022 levels, other than for Ms. Viggiano, whose base salary was increased in connection with her promotion to Chief Financial Officer. | | Annual Cash-Based Incentive | • 25% of target incentive-based compensation for the year • Based on non-GAAP income from operations performance targets | Performance-based cash awards were granted in alignment with our stockholders’ preference for a more standard short-term performance-based cash plan and to incorporate profitability metrics into our compensation program. These awards were intended to enhance incentives for near-term performance on our critical profitability goals and further our retention objectives, while taking into account market volatility and recent stock price performance as well as our desire to reduce stock-based compensation expense. | | Long-Term Incentive | • 25% of target incentive-based compensation granted as RSUs vesting over one year • 50% of target incentive-based compensation granted as RSUs vesting over four years • No additional PSUs were granted in 2023 | Our compensation committee granted RSUs vesting over one year to provide immediate alignment of our executive team with stockholders and to support the stability of our leadership team during a critical period for our long-term growth strategy. A majority of RSUs were granted with a four-year vesting period to encourage executive retention and a focus on creating long-term stockholder value. We did not grant additional PSUs to our named executive officers in 2023 because the PSUs granted in 2022 were designed as a front-loaded award to cover multiple years of grant value. |

  65. 2024 Executive Compensation Program Changes

    | Element | Rationale | | Reintroduced PSU grants in 2024 to support our talent and business strategy | In consideration of our evolving business environment and the significant changes to our business aimed at delivering profitable growth, as well as our executive leadership transitions and the importance of ensuring the continuity of our leadership team through a critical transformation period, our compensation committee determined that it was in the best interest of the Company to issue 2024 PSU awards to support the successful execution of our profitable growth initiatives and to respond to stockholder feedback on our 2022 compensation program and PSU structure. In making this decision, our compensation committee considered the retentive value of outstanding equity awards at the end of 2023, the competitive market environment, the costs associated with replacing executive talent, and the importance of aligning the interests of our executives with those of our stockholders to incentivize progress toward our strategic priorities. When designing the awards, our compensation committee took into account our stockholders’ stated preference for longer performance periods, approving PSU grants with cumulative three-year performance periods. | | Go-forward PSU design aligns with stockholder preferences | Our 2024 PSU grants are intended to serve as the transition to regular annual grants of long-term performance-based equity going forward. PSU grants issued in 2024 will vest based on the achievement of (i) three-year cumulative free cash flow targets (70% weighting) and (ii) our relative total stockholder return measured against the S&P 500 Index over a three-year period (30% weighting), which reflects feedback from our stockholders. No portion of the 2024 awards will be eligible to vest until 2027 to foster alignment with our long-term performance results and stockholder interests. The 2024 equity awards granted to our Chief Executive Officer are 60% performance-based and 40% time-based reflecting the greatest impact among our named executive officers on our performance outcomes. The equity awards granted to our other named executive officers in 2024 are 40% performance-based and 60% time-based to emphasize ongoing retention and stability. | | Cash compensation is transitioning to a more market-normative structure | Following the first grants of performance-based cash awards in 2023, our compensation committee is establishing a go-forward annual cash incentive plan for our executives based on the achievement of (i) organic revenue growth targets (50% weighting) and (ii) non-GAAP income from operations targets (50% weighting). Base salaries for our named executive officers were not increased during our 2024 compensation-setting process. Our compensation committee will continue to closely evaluate executive total target cash pay levels against market benchmarks to ensure the smooth integration of annual cash incentives into total compensation packages. | | We continued to evolve our peer group to match our business profile and size | In late 2023, our compensation committee further refined our peer group referenced in setting 2024 compensation, adding more companies within the broader communications industry that also maintain software offerings to better align with our two business units and removing several companies that significantly exceeded our market capitalization range, which had the effect of reducing our market compensation benchmarks. |

  66. Executive Compensation Policies and Practices

    | 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. | | Short-Term Incentives | Performance-based cash awards | Strengthen the performance-based core of our compensation program and enhance retention. Motivate executive officers to achieve annual performance goals that serve as the basis for long-term performance and stockholder value creation. Cash serves as an effective motivator in periods of market volatility while also reducing compensation-related stockholder dilution. | | Long-Term Incentives | Equity awards generally in the form of RSUs and PSUs | Align the interests of executive officers and stockholders by motivating our executive officers to achieve long-term stockholder value creation. Strengthen pay-for-performance and enhance retention. |

  67. Executive Compensation Policies and Practices

    | WHAT WE DO | WHAT WE DON’T DO | | Target Compensation is Predominantly “At Risk” and Long-Term 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, including PSUs that also incentivize the achievement of corporate financial objectives. Use a Pay-for-Performance Philosophy Our incentive programs reflect performance metrics that are closely aligned with our growth drivers and deliver value only if we achieve pre-set rigorous performance targets. “Double-Trigger” Change-in-Control Arrangements Change-in-control arrangements for executive officers require both a change in control and a qualifying termination of employment before payments and benefits are paid. | No Additional Retirement Plans We do not offer pension arrangements, nonqualified deferred compensation arrangements or retirement plans to our executive officers other than a 401(k) retirement plan for which we make matching contributions that is generally available to all our U.S. employees. No Guaranteed Bonuses We do not provide guaranteed bonuses to our executive officers. Limited Perquisites or Other Personal Benefits We provide limited perquisites and other personal benefits to our executive officers. |

  68. Executive Compensation Policies and Practices

    | WHAT WE DO | WHAT WE DON’T DO | | Maintain an Independent Compensation Committee Our compensation committee consists solely of independent, non-employee directors. Retain an Independent Compensation Advisor Our compensation committee has engaged its own independent compensation advisor to provide information, analysis and other advice on executive compensation independent of management. Annual Executive Compensation Review Our compensation committee conducts an annual review of our compensation strategy, including a review of our compensation peer group used for comparative and benchmarking purposes. Annual Compensation-Related Risk Assessment Our compensation committee reviews, on an annual basis, our compensation-related risk profile. Stock Ownership Policy We maintain a robust stock ownership policy for our Chief Executive Officer, our other named executive officers and the non-employee members of our board of directors. | Limited Tax Payments on Perquisites We 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 employees, including our executive officers, and the non-employee members of our board of directors from holding our securities in a margin account or pledging our securities as collateral for a loan. No Special Welfare or Health Benefits We do not provide our executive officers with any special welfare or health benefit programs, and participation in the employee programs that are standard in our industry sector is on the same basis as all of our full-time employees. |

  69. Executive Compensation Philosophy

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

  70. Executive Compensation Philosophy

    We have not historically had a short-term cash incentive program for our executive officers and, as a result, our compensation committee has evaluated the base salaries of our executive officers in the context of establishing their total cash compensation at levels that are consistent with the target total cash compensation of executive officers holding comparable positions at public companies in order to attract and retain our executive officers. In 2023, to manage retention and incentivize execution on near-term initiatives, while still providing alignment with our stockholders, our compensation committee introduced performance-based cash awards that were tied to a non-GAAP income from operations performance metric. In 2024, to formalize a short-term incentive program, our compensation committee introduced an annual cash bonus plan to use going forward. The implementation of a formal short-term incentive program was in response to stockholder feedback and intended to strengthen the performance-based core of our compensation program and reduce compensation-related stockholder dilution. As a result, we have not increased the base salaries of our named executive officers in 2023 or 2024, except in connection with promotions. Our compensation committee tends to weight the target total direct compensation opportunities of our executive officers more heavily towards equity compensation. We understand the importance of linking the individual performance of our executive officers and the financial and operational performance of our company to our overall executive compensation program. We believe our strong focus on, and heavy weighting toward, equity compensation, supports that philosophy and has worked to align our executive compensation with the interests of our stockholders. In 2022 we first introduced PSUs, in 2023 we incentivized profitability and reduced stock-based compensation, and in 2024 we have continued to adapt our performance-based incentives to better align with stockholder expectations and industry standards. We will continue to review current compensation trends as well as the feedback from our stockholders in regard to our executive compensation program.

  71. Compensation-Setting Process

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

  72. Compensation-Setting Process

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

  73. Compensation-Setting Process

    | • | our desire to retain experienced and talented executives in a highly competitive market, including consideration of the retentive value of our executives’ existing outstanding equity awards; |

  74. Compensation-Setting Process

    | • | 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; |

  75. Compensation-Setting Process

    These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer. No single factor is determinative in setting pay levels, nor was the impact of any factor on the determination of pay levels quantifiable. Our compensation committee reviews the base salary levels, short-term and long-term incentive compensation opportunities of our executive officers, including our named executive officers, each year at the beginning of the year, or more frequently as warranted. Long-term incentive compensation is granted on a regularly-scheduled basis, as described in “Other Compensation Policies and Practices—Equity Awards Grant Policy” below.

  76. Role of Compensation Consultant

    Role of Compensation Consultant Our compensation committee engages an external independent compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2023, our compensation committee engaged Compensia as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, the selection of our compensation peer group, and data analysis. For 2023, the scope of Compensia’s engagement included:

  77. Role of Compensation Consultant

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

  78. Role of Compensation Consultant

    | • | reviewing and analyzing the compensation for our executive officers, including our named executive officers; |

  79. Role of Compensation Consultant

    | • | reviewing and providing input on the Compensation Discussion and Analysis section of our proxy statement for our 2023 annual meeting of stockholders; |

  80. Role of Compensation Consultant

    | • | reviewing and analyzing the compensation of the non-employee members of our board of directors; |

  81. Role of Compensation Consultant

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

  82. Role of Compensation Consultant

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

  83. Role of Compensation Consultant

    | • | reviewing our executive compensation philosophy; |

  84. Role of Compensation Consultant

    | • | conducting a compensation risk assessment; and |

  85. Role of Compensation Consultant

    | • | supporting other ad hoc matters throughout the year. |

  86. Role of Compensation Consultant

    The terms of Compensia’s engagement included reporting directly to our compensation committee and to the chair of our compensation committee. Compensia also coordinated with our management for data collection and job matching for our executive officers and provided data and analyses in connection with the review of our equity strategy. In 2023, Compensia did not provide any other services to us. In March 2023, our compensation committee evaluated Compensia’s independence pursuant to the NYSE Listing Standards and the relevant SEC rules and determined that no conflict of interest had arisen as a result of the work performed by Compensia.

  87. Use of Market Data

    Use of Market Data For purposes of comparing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of industry, revenue and market capitalization. Our compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group, and input from its compensation consultant. In developing the compensation peer group for 2023, the following criteria were evaluated in identifying comparable companies:

  88. Use of Market Data

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

  89. Use of Market Data

    | • | within a range of 0.33x to 3.0x of our projected revenue for the following four fiscal quarters (as of August 2022); and |

  90. Use of Market Data

    | • | within a range of 0.25x to 4.0x of our then-market capitalization. |

  91. Use of Market Data

    As reflected above, we revised our peer group revenue and market capitalization ranges for 2023, widening our revenue range from 0.5x to 2.0x for 2022 to 0.33x to 3.0x for 2023 and lowering the bottom of our market capitalization range from 0.33x for 2022 to 0.25x for 2023. These ranges were widened to ensure a larger pool of potential companies to consider given the market volatility in 2022 and Twilio’s significant decline in market capitalization. These changes also reflect our compensation committee’s preference for prioritizing consistency year-over-year and only removing peers that are financial outliers. In September 2022, our compensation committee reviewed our compensation peer group and upon the recommendation of its compensation consultant, taking into consideration the criteria noted above, removed Adobe Inc., Intuit Inc., and Salesforce, Inc. Our compensation committee determined that these updates would remove companies that were no longer sufficiently

  92. Use of Market Data

    | 54 Twilio Inc. | 2024 Proxy Statement |

  93. Use of Market Data

    | | EXECUTIVE COMPENSATION Compensation Discussion and Analysis |

  94. Use of Market Data

    comparable to us in terms of market capitalization and that the removal of these companies would appropriately reduce market compensation benchmarks, and also considered stockholder feedback that supported these updates. The peer group for 2023, which was approved by our compensation committee in September 2022, consisted of the following companies:

  95. Use of Market Data

    | Ansys, Inc. | Fortinet, Inc. | Shopify Inc. | Veeva Systems Inc. | | Arista Networks, Inc. | Okta, Inc. | Snap Inc. | Workday, Inc. | | Autodesk, Inc. | Palo Alto Networks, Inc. | Snowflake Inc. | Zoom Video Communications, Inc. | | Block, Inc. | Paycom Software, Inc. | Splunk Inc. | | | CrowdStrike Holdings, Inc. | RingCentral, Inc. | Synopsys, Inc. | | | DocuSign, Inc. | ServiceNow, Inc. | The Trade Desk, Inc. | |

  96. Use of Market Data

    Our compensation committee uses data drawn from our compensation peer group, as well as data from the Radford Global Technology executive compensation survey (the “Radford Survey”), to evaluate the competitive market when formulating its recommendation for the total direct compensation packages for our executive officers, including base salary and long-term incentive compensation opportunities. The Radford Survey provides compensation market intelligence and is widely used within the technology industry. In addition, subsets of the Radford Survey were incorporated into the competitive assessment prepared by Compensia and used by our compensation committee to evaluate the compensation of our executive officers. Specifically, our compensation committee received a custom report of survey results reflecting only companies from our compensation peer group in addition to survey results tailored solely based on revenue. The Radford Survey data supplements the compensation peer group data and provides additional information for our named executive officers and other executive positions for which there is less comparable public data available.

  97. 2024 Peer Group Changes

    2024 Peer Group Changes In response to stockholder feedback received in 2023, our compensation committee further refined our peer group in September 2023 for reference in setting 2024 compensation, adding more companies within the broader communications industry that also maintain software offerings to better align with our two business units and removing several companies that significantly exceeded our market capitalization range. The updates include removing Block, Inc., Palo Alto Networks, Inc., Paycom Software, Inc., ServiceNow, Inc., Shopify Inc., Synopsys, Inc., The Trade Desk, Inc., Veeva Systems Inc. and Workday, Inc., and adding Akamai Technologies, Inc., AppLovin Corporation, Cloudflare, Inc., Dropbox, Inc., Dynatrace, Inc., GoDaddy Inc., HubSpot, Inc., Nutanix, Inc. and Ubiquiti Inc.

  98. Annual Cash Incentives

    Annual Cash Incentives 2023 Performance-Based Cash Awards Our compensation committee resolved to include an annual incentive element in our executive compensation program for 2023 consisting of performance-based cash awards. While we continue to focus on and heavily weight target total direct compensation towards equity compensation, this decision was made upon consideration of a number of factors, including stockholder feedback, our goal of driving our executives to achieve forecastable near-term results in addition to the long-term

  99. Annual Cash Incentives

    | 56 Twilio Inc. | 2024 Proxy Statement |

  100. Annual Cash Incentives

    | | EXECUTIVE COMPENSATION Compensation Discussion and Analysis |

  101. Annual Cash Incentives

    objectives of our long-term incentive compensation program, our desire to further our retention objectives, taking into account our competitive environment, market volatility and recent stock price performance, as well as our desire to reduce the dilutive impact to stockholders of our executive compensation program in response to stockholder feedback. We structured the cash award as performance-based, in line with stockholder feedback in favor of performance-based compensation and in order to further our incentivization goals. Our compensation committee determined that these cash awards would serve as an effective supplement to equity awards given the current market and competitive environment and that tying these awards directly to specific company performance objectives would benefit the company and our stockholders, while also reducing the dilutive impact to our stockholders. Our compensation committee determined not to grant a 2023 performance-based cash award to our Chief Executive Officer, in consideration of stockholder feedback, recent company performance and the magnitude of his 2022 compensation package. The target amounts of the 2023 performance-based cash awards for our named executive officers were as follows:

  102. Annual Cash Incentives

    | Named Executive Officer | Cash Payment (Target) | | Jeff Lawson | — | | Aidan Viggiano | $2,750,000 | | Khozema Shipchandler | $3,000,000 | | Dana Wagner | $1,500,000 | | Elena Donio | $3,000,000 |

  103. Annual Cash Incentives

    After evaluation of multiple potential metrics, our compensation committee determined that non-GAAP income from operations was the strongest incentive metric for the 2023 performance-based cash award. Our compensation committee considered, among other factors, that the measure serves as a forecastable near-term objective in furtherance of our profitability and free cash flow generation goals, as well as stockholder feedback. Our compensation committee aimed to set targets that took into account the significant ongoing volatility in the market, setting targets that it deemed challenging but achievable and capping payments at 100% of target to mitigate the risk of windfall payments in the event of overachievement. The 2023 non-GAAP income from operations payout levels were as follows:

  104. Annual Cash Incentives

    | Payout Level | 2023 Non-GAAP Income from Operations(1) | Payout (Percentage of Target)* | | Target | ≥$250 million | 100% | | Threshold | $200 million | 50% | | | <$200 million | 0% |

  105. Annual Cash Incentives

    | * Subject to linear interpolation for performance between threshold and target. |

  106. Annual Cash Incentives

    | (1) Non-GAAP income from operations is a non-GAAP financial measure. Refer to Appendix B for its definition and a reconciliation of non-GAAP income from operations to its most directly comparable GAAP measure. |

  107. Annual Cash Incentives

    | 2024 Proxy Statement | Twilio Inc. 57 |

  108. Annual Cash Incentives

    | EXECUTIVE COMPENSATION Compensation Discussion and Analysis | |

  109. Annual Cash Incentives

    Non-GAAP income from operations for 2023 was $533 million, which exceeded our $250 million target and resulted in a 100% payout (of target) for the 2023 performance-based cash awards (payouts were capped at 100%). Our compensation committee certified performance in February 2024. The payouts to our named executive officers were as follows:

  110. Annual Cash Incentives

    | Named Executive Officer | Cash Payment Earned | | Aidan Viggiano | $2,750,000 | | Khozema Shipchandler | $3,000,000 | | Dana Wagner | $1,500,000 | | Elena Donio | $3,000,000 |

  111. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers, including our named executive officers, to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Long-term incentive compensation opportunities in the form of equity awards are granted by our compensation committee on a regularly-scheduled basis, as described in “Other Compensation Policies and Practices—Equity Awards Grant Policy” below. All equity awards are settleable for shares of our Class A common stock. The amount and forms of such equity awards are determined by our compensation committee after considering the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above. The amounts of the equity awards are also intended to provide competitively-sized awards and resulting target total direct compensation opportunities that are competitive with the compensation opportunities offered by the companies in our compensation peer group and Radford Survey data for similar roles and positions for each of our executive officers, taking into consideration the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above. 2023 Annual Equity Awards Our 2023 annual equity awards were designed taking into consideration the equity awards granted in 2022 as described under “2022 Annual Equity Awards” below. In particular, the PSUs issued in 2022 were designed to cover three years of performance-based grant value in 2022. In consideration of this triennial design, our compensation committee did not grant additional PSUs in 2023. In 2023, each named executive officer (other than our Chief Executive Officer) received an award of time-based RSUs (the “2023 Annual RSUs”). We believe time-based RSUs provide a strong retention incentive for our executive officers, align compensation realized by our executives with stockholder value creation, and motivate our executive officers to achieve long-term stockholder value. The 2023 Annual RSUs were granted in February 2023 with 172,928 RSUs (33% of the total grant amount) vesting quarterly over one year (the “2023 One-Year RSUs”) and 345,852 RSUs (67% of the total grant amount) vesting over four years with the RSUs vesting quarterly between January 1, 2024 and January 1, 2027 (the “2023 Four-Year RSUs”), in each case subject to the executive’s continued service through the applicable vesting date. In determining these vesting schedules, our compensation committee considered, among other factors, peer equity compensation practices as well as our combination of short-term and long-term executive retention and incentive goals. The 2023 compensation structure was designed to be responsive to our business priorities for the year and was intended to be a transitional year to support the retention and stability of our leadership team to achieve our profitable growth strategy and to provide immediate alignment of their interests with those of our stockholders. In determining the magnitude of the individual 2023 Annual RSU grants to our executive officers, our compensation committee considered the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above. Our compensation committee opted not to grant our Chief Executive Officer any 2023 Annual RSUs, in consideration of stockholder feedback, recent company performance and the magnitude of his 2022 compensation package. Our compensation committee will continue to assess our incentive compensation structure in future award cycles in light of market conditions and our stock price performance.

  112. Long-Term Incentive Compensation

    | 58 Twilio Inc. | 2024 Proxy Statement |

  113. Long-Term Incentive Compensation

    | | EXECUTIVE COMPENSATION Compensation Discussion and Analysis |

  114. Long-Term Incentive Compensation

    The following table sets forth the 2023 Annual RSUs that our compensation committee granted in February 2023 to our named executive officers as part of its annual executive compensation review.

  115. Long-Term Incentive Compensation

    | Named Executive Officer | 2023 One-Year RSUs (number of shares) | 2023 Four-Year RSUs (number of shares) | Aggregate Grant Date Fair Value ($)(1) | | Jeff Lawson(2) | — | — | — | | Aidan Viggiano(3) | 46,395 | 92,789 | 9,176,401 | | Khozema Shipchandler | 50,613 | 101,225 | 10,010,679 | | Elena Donio | 50,613 | 101,225 | 10,010,679 | | Dana Wagner | 25,307 | 50,613 | 5,005,406 |

  116. Long-Term Incentive Compensation

    | (1) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to the named executive officer in 2023, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. These amounts do not reflect the actual economic value that may be realized from such awards. The amounts reported for the RSUs were calculated using the closing price of our common stock on the date of grant. The 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, 2024. |

  117. Long-Term Incentive Compensation

    | (2) Mr. Lawson did not receive any 2023 Annual RSUs. |

  118. Long-Term Incentive Compensation

    | (3) Excludes the award issued to Ms. Viggiano in March 2023 in connection with her promotion to Chief Financial Officer. See “—2023 Chief Financial Officer Promotional Award” for more information on such award. |

  119. Long-Term Incentive Compensation

    2022 PSUs In 2022, after reviewing current market practices and considering our emphasis on rewarding performance, our compensation committee introduced PSU awards for the first time (the “2022 PSUs”). We believe PSUs provide a retention incentive for our executive officers and align our executive officers’ compensation with the achievement of corporate objectives that drive executives toward achieving financial goals in service of long-term stockholder value. Our compensation committee granted equity awards to our executive officers in 2022 that were larger than the annual awards we had historically granted as part of a triennial program, with a front-loaded multi-year performance component so as to provide meaningful retentive and incentive value amid a challenging and volatile macro environment, as well as deliver appropriate compensation over a multi-year period based on the achievement of corresponding multi-year financial objectives. Our compensation committee determined that the value of the 2022 PSUs was appropriate and necessary in consideration of macro volatility and significant business transformation, to incentivize our executive officers to achieve multi-year company objectives aligned with generating long-term stockholder value and to help ensure retention in a competitive market. The 2022 PSUs vest over a three-year period based on the achievement of organic revenue growth and non-GAAP income from operations performance targets for the 2023 and 2024 performance periods. The performance goals were designed to be challenging, as evidenced by the fact that there was 0% payout for the 2023 tranche of the 2022 PSUs due to the organic revenue growth target not being met. 2023 PSU Performance Measures The 2023 tranche of the 2022 PSUs was scheduled to vest if both (i) the minimum organic revenue growth threshold and (ii) the non-GAAP income from operations threshold were achieved for 2023. If the annual organic revenue growth were below the threshold, the tranche would be forfeited. Additionally, if annual organic revenue growth were above the threshold but the non-GAAP income from operations threshold was not achieved, the tranche would 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.

  120. Long-Term Incentive Compensation

    | 2024 Proxy Statement | Twilio Inc. 59 |

  121. Long-Term Incentive Compensation

    | EXECUTIVE COMPENSATION Compensation Discussion and Analysis | |

  122. Long-Term Incentive Compensation

    2023 PSU Performance Period The organic revenue growth levels for the 2023 performance period (which also apply for the 2024 performance period) are set forth below. Additionally, at least one dollar of non-GAAP income from operations was required to be achieved (which also applies for the 2024 performance period).

  123. Long-Term Incentive Compensation

    | 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% |

  124. Long-Term Incentive Compensation

    | * Subject to linear interpolation for performance between threshold, target and maximum. |

  125. Long-Term Incentive Compensation

    | (1) Organic revenue growth and non-GAAP income from operations are non-GAAP financial measures. Refer to Appendix B for their definitions and a reconciliation of organic revenue growth and non-GAAP income from operations to their most directly comparable GAAP measures. |

  126. Long-Term Incentive Compensation

    Organic revenue growth for 2023 was 10% and non-GAAP income from operations was $533 million which resulted in 0% payout for the 2023 tranche of the 2022 PSUs due to the organic revenue growth target not being met, further evidencing the rigorous targets set by our compensation committee. Our compensation committee certified performance in February 2024.

  127. 2023 Chief Financial Officer Promotional Award

    2023 Chief Financial Officer Promotional Award In March 2023, in connection with Aidan Viggiano’s promotion to Chief Financial Officer, our compensation committee granted Ms. Viggiano a promotional equity award with a grant date fair value of $2,770,291. The RSUs vest over four years, with 1/16th vesting on August 15, 2023 and the remaining RSUs vesting in equal quarterly installments thereafter, in each case subject to Ms. Viggiano’s continued service through the applicable vesting date. In determining that the retentive value of Ms. Viggiano’s existing compensation package was insufficient relative to her new role Chief Financial Officer and determining the size and nature of the additional award, we referenced various external market compensation data and internal comparisons to ensure that the award was appropriate both for the role and for an executive of Ms. Viggiano’s caliber in a highly competitive market. We opted for a long-term, equity-based award in order to incentivize the creation of value for our stockholders and a four-year vesting period which we believe will serve our retention goals and is in line with our general practice of recognizing a promotion with a one-time promotional grant.

  128. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We believe that having in place reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly qualified executive officers. Our Chief Executive Officer participates in our CEO Severance Plan and our other current named executive officers participate in our Senior Executive Severance Plan (collectively, the “Executive Severance Plans”). The Executive Severance Plans, as discussed in more detail in “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control—Executive Severance Plans” below, are designed to help ensure the continued service of key executive officers in the event of a potential acquisition, to provide reasonable compensation to named executive officers who leave our employ under specified circumstances and to align the interests of our named executive officers and our stockholders when considering our long-term future. We believe that the severance payments and benefits provided to our named executive officers under the Executive Severance Plans are appropriate in light of the post-employment compensation protections available to similarly-situated executive officers at companies in our compensation peer group and are an important component of each named executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections. We also believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our named executive officers. In order to encourage them to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our named executive officers with the opportunity to receive additional severance protections during a change in control protection period. In addition, we provide additional payment and benefit protections if a named executive officer voluntarily terminates employment with us for good reason, because we believe that a voluntary termination of employment for good reason is essentially equivalent to an involuntary termination of employment by us without cause. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing potential corporate transactions that are in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the named executive officer and our stockholders. To protect our interests, we require all participants of the Executive Severance Plans to sign a standard form of general release in favor of us prior to receiving any severance payments or benefits under the applicable plan. In addition, under the Executive Severance Plans, all payments and benefits provided in the event of a change in control of our company are payable only if there is a qualifying loss of employment by a named executive officer (commonly referred to as a “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards subject only to time-based vesting, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of our company and to avoid windfalls, both of which could occur if the vesting of time-based equity awards accelerated automatically as a result of the transaction. We do not provide excise tax payments (or “gross-ups”) relating to a change in control of our company and have no such obligations in place with respect to any of our named executive officers. For detailed descriptions of the post-employment compensation arrangements we maintain with our named executive officers, as well as an estimate of the potential payments and benefits payable to our named executive officers under their post-employment compensation arrangements, see “Executive Compensation Tables—Employment Agreements or Offer Letters with Named Executive Officers” and “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” below.

  129. 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:

  130. 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 generally be made, if at all, regularly (either monthly or quarterly) and will be effective on the date such grant is approved by our board of directors or our compensation committee or such future date as is approved by our board of directors or our compensation committee. In no event will the effective date of an equity award made in conjunction with the hiring of a new employee precede the date such grant is approved or the first date of employment. |

  131. 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 committee. |

  132. 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 (or, if specified in the approval of the award, greater than) the closing market price on the NYSE of one share of our common stock on the effective date of grant, or, if no closing price is reported for such date, the closing price on the last day preceding such date for which a closing price is reported. If the grant of restricted stock, RSUs or PSUs is denominated in dollars, the number of shares of restricted stock, RSUs or PSUs that are granted will generally be calculated by dividing the dollar value of the approved award by the average closing market price on the NYSE of one share of our common stock over the trailing 30-day period ending five business days immediately prior to the effective date of grant, with such total number of shares to be granted per recipient rounded up to the nearest whole share. |

  133. Other Compensation Policies and Practices

    | • | Our board of directors or our compensation committee may delegate to our Chief Executive Officer and/or any other executive officer, or a committee comprising at least two of our executive officers, all or part of the authority with respect to the granting of certain equity awards to employees (other than to such delegates), subject to certain limitations and requirements. Our board of directors and compensation committee have currently delegated authority to a subcommittee to allow any two of our Chief Financial Officer or Principal Financial Officer, Chief People Officer and Chief Legal Officer, to grant, without any further action required by the compensation committee, equity awards to all employees who are designated as senior directors or below and are not members of the subcommittee or executive officers. The purpose of this delegation of authority is to enhance the flexibility of equity award administration and to facilitate the timely grant of equity awards to non-management employees, particularly new employees, within specified limits approved from time to time by the compensation committee. As part of its oversight function, the compensation committee reviews the grants made by the subcommittee on a quarterly basis. |

  134. Other Compensation Policies and Practices

    Death Equity Acceleration Policy In December 2020, our compensation committee approved a policy providing that upon the termination due to death of an employee’s or non-employee director’s employment or other service relationship with us or any of our subsidiaries, any then outstanding equity awards held by the individual that vest solely based on continued employment or service will automatically receive two years of supplemental vesting. The policy applies both to awards granted prior to the adoption of the policy, as well as awards granted thereafter. Policy Prohibiting Hedging and Pledging of Equity Securities Our 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

  135. Other Compensation Policies and Practices

    For purposes of our Stock Ownership Policy, we only count directly and beneficially owned shares, including shares purchased through our ESPP or 401(k) Plan, if applicable, shares underlying vested RSUs, and shares held following settlement of PSUs and do not count vested but unexercised stock options. Each named executive officer has five years from the later of his or her designation as our Chief Executive Officer or Section 16 Officer, as applicable, or from the original effective date of the policy to obtain the required ownership level. As of December 31, 2023, all of our executive officers are in compliance with our Stock Ownership Policy or are within the five-year phase in period. Compensation Recovery Policy In November 2023, our compensation committee adopted a compensation recovery (“clawback”) policy in compliance with NYSE and SEC rules requiring public companies to recover excess incentive-based compensation from current and former executive officers in the event of an accounting restatement. Consistent with the requirements, this policy requires that if we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements, we must clawback from certain officers any incentive-based compensation received by them after October 2, 2023 and during the applicable covered period (which generally includes the three completed fiscal years prior to the restatement date) that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts.

  136. 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 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.

  137. 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 2021, 2022 and 2023.

  138. Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Jeff Lawson(4) Former Chief Executive Officer and Board Chair | 2023 | 74,918 | — | — | — | — | 1,941 | 76,859 | | | 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 | | Aidan Viggiano(5) Chief Financial Officer | 2023 | 793,462 | — | 11,946,693(6) | — | 2,750,000 | 9,900 | 15,500,055 | | Khozema Shipchandler(7) Chief Executive Officer and Former President, Twilio Communications | 2023 | 1,100,000 | — | 10,010,679 | — | 3,000,000 | 9,900 | 14,120,579 | | | 2022 | 1,100,000 | — | 28,552,689 | — | — | 8,304 | 29,660,993 | | | 2021 | 744,362 | — | 5,909,608 | 6,021,278 | — | 8,700 | 12,683,948 | | Dana Wagner Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | 2023 | 600,000 | — | 5,005,406 | — | 1,500,000 | 9,900 | 7,115,306 | | | 2022 | 600,000 | — | 25,552,061 | — | — | 9,150 | 26,161,211 | | | 2021 | 11,538 | 250,000 | — | — | — | — | 261,569 | | Elena Donio(8) Former President, Twilio Data & Applications | 2023 | 1,000,000 | — | 10,010,679 | — | 3,000,000 | 9,900 | 14,020,579 | | | 2022 | 665,385 | — | 25,451,960 | 8,467,018 | — | 63,559 | 34,647,922 |

  139. Summary Compensation Table

    | (1) The amounts reported in this column represent the aggregate grant date fair value of RSUs awarded to the named executive officers in 2021, 2022 and 2023, 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 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 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, 2024. 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; and Mr. Wagner: $19,691,651. Ms. Donio did not receive a PSU award. |

  140. Summary Compensation Table

    | (2) 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, 2024. |

  141. Summary Compensation Table

    | (3) The amounts reported in this column for 2023 represent matching contributions to each of our named executive officers’ 401(k) retirement plan accounts. |

  142. Summary Compensation Table

    | (4) Mr. Lawson stepped down as our Chief Executive Officer and board chair effective January 8, 2024, and his employment with the Company ended on January 12, 2024. |

  143. Summary Compensation Table

    | (5) Ms. Viggiano served as Senior Vice President of Finance from 2021 until March 1, 2023, at which time she became our Chief Financial Officer. The table reflects an increase in Ms. Viggiano’s base salary and additional equity awards issued in connection with her appointment as Chief Financial Officer in March 2023. |

  144. Summary Compensation Table

    | (6) This amount includes one-time equity awards issued in March 2023 in connection with Ms. Viggiano’s appointment as Chief Financial Officer consisting of RSUs with a grant date fair value of $2,770,291. |

  145. Summary Compensation Table

    | (7) Mr. Shipchandler served as Chief Financial Officer from 2018 to 2021, Chief Operating Officer from October 27, 2021 until March 1, 2023, and President, Twilio Communications from March 1, 2023 until his appointment as Chief Executive Officer effective January 8, 2024. 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. |

  146. Summary Compensation Table

    | (8) Ms. Donio was appointed as our President of Revenue effective May 4, 2022 (after stepping down 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. Ms. Donio stepped down from her role as President, Twilio Data & Applications effective December 15, 2023, after which she remained employed in an advisory role until March 31, 2024. The table reflects salary amounts for 2022 for Ms. Donio that are prorated based on the number of days in 2022 during which she was employed by us and additional equity awards issued in June 2022 in connection with her appointment as President of Revenue. All of Ms. Donio’s compensation for 2022 relating to her service as a director is set forth in the “All Other Compensation” column. |

  147. Summary Compensation Table

    | 66 Twilio Inc. | 2024 Proxy Statement |

  148. Summary Compensation Table

    | | Executive Compensation Tables |

  149. 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 2023.

  150. Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Type of Award | Grant Date | Board Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | Aidan Viggiano | Annual RSUs (Four-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 92,789 | 6,117,579 | | | Annual RSUs (One-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 46,395 | 3,058,822 | | | Performance- Based Cash | 2/22/2023 | 2/22/2023 | 1,375,000 | 2,750,000 | 2,750,000 | — | — | | | Promotional RSUs | 3/20/2023 | 3/15/2023 | — | — | — | 44,268 | 2,770,291 | | Khozema Shipchandler | Annual RSUs (Four-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 101,225 | 6,673,764 | | | Annual RSUs (One-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 50,613 | 3,336,915 | | | Performance- Based Cash | 2/22/2023 | 2/22/2023 | 1,500,000 | 3,000,000 | 3,000,000 | — | — | | Dana Wagner | Annual RSUs (Four-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 50,613 | 3,336,915 | | | Annual RSUs (One-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 25,307 | 1,668,491 | | | Performance- Based Cash | 2/22/2023 | 2/22/2023 | 750,000 | 1,500,000 | 1,500,000 | — | — | | Elena Donio | Annual RSUs (Four-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 101,225 | 6,673,764 | | | Annual RSUs (One-Year) | 2/22/2023 | 2/22/2023 | — | — | — | 50,613 | 3,336,915 | | | Performance- Based Cash | 2/22/2023 | 2/22/2023 | 1,500,000 | 3,000,000 | 3,000,000 | — | — |

  151. Grants of Plan-Based Awards Table

    | (1) The amounts reported in this column reflect the 2023 performance-based cash awards, which were granted under the 2016 Plan. For a description of the performance-based cash awards, including information on the threshold, target, maximum and actual award level achievement, as well as descriptions of the performance goals, see the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—Annual Cash Incentives—2023 Performance-Based Cash Awards.” |

  152. Grants of Plan-Based Awards Table

    | (2) For Ms. Donio and Messrs. Shipchandler and Wagner, the amounts reported in this column reflect the 2023 Annual RSUs, which were granted under the 2016 Plan. For Ms. Viggiano, the amounts reported in this column also reflect Ms. Viggiano’s promotional equity award, granted under the 2016 Plan to Ms. Viggiano in March 2023 connection with her appointment as Chief Financial Officer, as described in the section titled “Executive Compensation—Compensation Discussion and Analysis—Individual Compensation Elements—2023 Additional Executive Officer Promotional Award.” |

  153. Grants of Plan-Based Awards Table

    | (3) The amounts reported in this column represent the aggregate grant date fair value of the RSUs granted to the named executive officers in 2023, calculated in accordance with FASB ASC Topic 718. Assumptions underlying the valuations are set forth in footnote 1 to the Summary Compensation Table above. These amounts do not reflect the actual economic value that may be realized from such awards. |

  154. Grants of Plan-Based Awards Table

    | 2024 Proxy Statement | Twilio Inc. 67 |

  155. Grants of Plan-Based Awards Table

    | Executive Compensation Tables | |

  156. 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, 2023. Except as described below, all stock options and RSUs are subject to certain vesting acceleration provisions as provided in the applicable Executive Severance Plan, and PSUs are subject to certain vesting acceleration provisions as provided in the applicable grant agreement. See the section titled “—Potential Payments Upon Termination or Change in Control” below for information regarding the impact of certain employment termination scenarios or a change in control on outstanding equity awards.

  157. 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 (#) | Equity Incentive Plan Awards: Market or Payout Value 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(5) | 114,767 | — | 117.94 | 2/21/2030 | — | — | — | — | | | 2/25/2021(6) | 22,526 | 11,606 | 377.59 | 2/24/2031 | — | — | — | — | | | 2/25/2021(7) | — | — | — | — | 6,238 | 473,277 | — | — | | | 3/21/2022(8) | — | — | — | — | 50,280 | 3,814,744 | — | — | | | 3/21/2022(9) | — | — | — | — | — | — | 158,427 | 12,019,856 | | Aidan Viggiano | 2/20/2020(10) | 3,794 | 272 | 126.71 | 2/20/2030 | — | — | — | — | | | 2/20/2020(11) | — | — | — | — | 202 | 15,326 | — | — | | | 4/20/2021(12) | 1,483 | 569 | 367.65 | 4/20/2031 | — | — | — | — | | | 4/20/2021(13) | — | — | — | — | 354 | 26,858 | — | — | | | 11/11/2021(14) | — | — | — | — | 5,764 | 437,315 | — | — | | | 11/22/2021(15) | — | — | — | — | 1,848 | 140,208 | — | — | | | 3/21/2022(8) | — | — | — | — | 8,380 | 635,791 | — | — | | | 3/21/2022(9) | — | — | — | — | — | — | 29,185 | 2,214,266 | | | 2/22/2023(16) | — | — | — | — | 92,789 | 7,039,901 | — | — | | | 3/20/2023(17) | — | — | — | — | 38,734 | 2,938,749 | — | — | | Khozema Shipchandler | 11/01/2018(5) | 35,418 | — | 76.63 | 10/31/2028 | — | — | — | — | | | 2/22/2020(5) | 44,158 | — | 117.94 | 2/21/2030 | — | — | — | — | | | 2/25/2021(6) | 11,964 | 6,162 | 377.59 | 2/24/2031 | — | — | — | — | | | 2/25/2021(7) | — | — | — | — | 3,314 | 251,433 | — | — | | | 11/11/2021(18) | 4,476 | 9,089 | 298.00 | 11/11/2031 | — | — | — | — | | | 11/11/2021(19) | — | — | — | — | 5,017 | 380,640 | — | — | | | 3/21/2022(8) | — | — | — | — | 29,329 | 2,225,191 | — | — | | | 3/21/2022(9) | — | — | — | — | — | — | 91,721 | 6,958,872 | | | 2/22/2023(16) | — | — | — | — | 101,225 | 7,679,941 | — | — | | Dana Wagner | 1/20/2022(20) | — | — | — | — | 32,961 | 2,500,751 | — | — | | | 3/21/2022(8) | — | — | — | — | 12,570 | 953,686 | — | — | | | 3/21/2022(9) | — | — | — | — | — | — | 41,692 | 3,163,172 | | | 2/22/2023(16) | — | — | — | — | 50,613 | 3,840,008 | — | — | | Elena Donio | 6/21/2022(21) | 62,680 | 104,470 | 85.17 | 6/21/2032 | — | — | — | — | | | 6/21/2022(22) | — | — | — | — | 186,351 | 14,138,450 | — | — | | | 2/22/2023(16) | — | — | — | — | 101,225 | 7,679,941 | — | — |

  158. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) 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. |

  159. Outstanding Equity Awards at Fiscal Year-End Table

    | 68 Twilio Inc. | 2024 Proxy Statement |

  160. Outstanding Equity Awards at Fiscal Year-End Table

    | | Executive Compensation Tables |

  161. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Unless otherwise described in the footnotes below, the vesting of each equity award on a vesting date is subject to the applicable named executive officer’s continued employment with us through such vesting date. |

  162. Outstanding Equity Awards at Fiscal Year-End Table

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

  163. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The market values of the unvested RSUs and unearned PSUs are calculated by multiplying the number of unvested or unearned units, respectively, by the closing price of our common stock, as reported on the NYSE, of $75.87 per share on December 29, 2023 (the last trading day of 2023). |

  164. Outstanding Equity Awards at Fiscal Year-End Table

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

  165. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) The shares subject to the stock option vest as follows: 33% of the shares subject to the stock option vest in equal quarterly installments between the first and second anniversaries of December 31, 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. In connection with the termination of Mr. Lawson’s employment as of January 12, 2024, all unvested stock options held by Mr. Lawson as of that date vested. |

  166. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) 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. In connection with the termination of Mr. Lawson’s employment as of January 12, 2024, all unvested RSUs held by Mr. Lawson as of that date vested. |

  167. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of January 1, 2022, 33% of the RSUs vest in equal quarterly installments between the second and third anniversaries of January 1, 2022, and 34% of the RSUs vest in equal quarterly installments between the third and fourth anniversaries of January 1, 2022. In connection with the termination of Mr. Lawson’s employment as of January 12, 2024, all unvested RSUs held by Mr. Lawson as of that date vested. |

  168. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) The PSUs vest in three tranches subject to the achievement of certain performance metrics for 2022, 2023 and 2024. The 2023 and 2024 tranches are eligible to 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 16, 2024, none of the 2023 tranche of PSUs subject to these awards were deemed earned and vested based on our performance for 2023. As a result, the following number of PSUs were outstanding as of December 31, 2023 but were forfeited on February 16, 2024 based on our performance for 2023: 14,592 of these PSUs for Ms. Viggiano, 45,860 of these PSUs for Mr. Shipchandler, and 20,846 of these PSUs for Mr. Wagner. In connection with the termination of Mr. Lawson’s employment as of January 12, 2024, all unvested PSUs held by Mr. Lawson as of that date were forfeited to us. |

  169. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) The shares subject to the stock option vest as follows: 1/48th of the shares subject to the stock option vest on March 15, 2020, and the remaining shares subject to the stock option vest monthly over the next 47 months on the 15th day of the month. |

  170. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) The RSUs vest as follows: 1/16th of the RSUs vest on May 15, 2020, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15, May 15, August 15 and November 15. |

  171. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) The shares subject to this option vest as follows: 1/16th of the shares subject to the stock option vest on May 15, 2021, and the remaining shares subject to the stock option vest monthly through January 15, 2025 on the 15th day of the month. |

  172. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) The RSUs vest as follows: 1/16th of the RSUs vest on May 15, 2021, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15, May 15, August 15 and November 15. |

  173. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) The RSUs vest as follows: 1/16th of the RSUs vest on November 20, 2021, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15, May 15, August 15 and November 15. |

  174. Outstanding Equity Awards at Fiscal Year-End Table

    | (15) The RSUs vest as follows: 1/16th of the RSUs vest on February 15, 2022, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15, May 15, August 15 and November 15. |

  175. Outstanding Equity Awards at Fiscal Year-End Table

    | (16) The RSUs vest as follows: 33% of the RSUs vest in equal quarterly installments between the first and second anniversaries of January 1, 2023, 33% of the RSUs vest in equal quarterly installments between the second and third anniversaries of January 1, 2023, and 34% of the RSUs vest in equal quarterly installments between the third and fourth anniversaries of January 1, 2023. |

  176. Outstanding Equity Awards at Fiscal Year-End Table

    | (17) The RSUs vest as follows: 1/16th of the RSUs vest on August 15, 2023, and 1/16th of the RSUs vest quarterly for the next 15 quarters on February 15, May 15, August 15 and November 15. |

  177. Outstanding Equity Awards at Fiscal Year-End Table

    | (18) 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. |

  178. Outstanding Equity Awards at Fiscal Year-End Table

    | (19) 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. |

  179. Outstanding Equity Awards at Fiscal Year-End Table

    | (20) 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. |

  180. Outstanding Equity Awards at Fiscal Year-End Table

    | (21) The shares subject to the stock 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 the 21st day of the month. |

  181. Outstanding Equity Awards at Fiscal Year-End Table

    | (22) 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. |

  182. Outstanding Equity Awards at Fiscal Year-End Table

    | 2024 Proxy Statement | Twilio Inc. 69 |

  183. Outstanding Equity Awards at Fiscal Year-End Table

    | Executive Compensation Tables | |

  184. 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 PSUs and the related value realized during 2023.

  185. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jeff Lawson | — | — | 128,309 | 8,471,120 | | Aidan Viggiano | — | — | 79,090 | 5,142,449 | | Khozema Shipchandler | — | — | 125,869 | 8,317,305 | | Elena Donio | — | — | 125,153 | 7,761,629 | | Dana Wagner | — | — | 67,853 | 4,374,418 |

  186. Option Exercises and Stock Vested Table

    | (1) The aggregate value realized upon the vesting and settlement of the RSUs and PSUs represents the aggregate market price of the shares of our common stock that vested on the date of settlement. |

  187. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  188. 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) | Non-GAAP Income from Operations (millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $76,859 | $2,493,698 | $12,689,130 | $16,376,998 | $77 | $219 | ($1,015) | $533.0 | | 2022 | $49,377,469 | ($19,994,765) | $29,982,991 | ($1,557,065) | $50 | $139 | ($1,256) | ($4.5) | | 2021 | $14,625,745 | ($7,753,781) | $14,523,754 | ($2,409,804) | $268 | $194 | ($950) | $2.5 | | 2020 | $13,786,872 | $121,274,654 | $6,839,349 | $74,018,467 | $344 | $144 | ($491) | $35.7 |

  189. Other Change in Control Arrangements

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Lawson, as computed in accordance with Item 402(v) of Regulation S-K. The company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lawson during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lawson’s total compensation for 2023 to determine the compensation actually paid: |

  190. 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 | | 2023 | $76,859 | — | $2,416,839 | $2,493,698 |

  191. Other Change in Control Arrangements

    | | Pay Versus Performance |

  192. Other Change in Control Arrangements

    | (4) 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 2023 to determine the compensation actually paid, using the same methodology described above in Note 2: |

  193. Other Change in Control Arrangements

    | Pay Versus Performance | |

  194. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with company performance, all of those company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. For purposes of the Pay versus Performance disclosure, we measure our TSR performance against the industry-focused index disclosed in the stock performance graph of our Annual Report on Form 10-K. The comparison assumes $100 was invested in our Class A common stock and in the S&P 500 Information Technology Index for the period starting December 31, 2019 and was held through the end of each year listed in the first table set forth above. All dollar values assume reinvestment of dividends paid by companies, where applicable, included in the S&P 500 Information Technology Index. Historical stock performance is not necessarily indicative of future stock performance.

  195. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | 78 Twilio Inc. | 2024 Proxy Statement |

  196. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | | Pay Versus Performance |

  197. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | 2024 Proxy Statement | Twilio Inc. 79 |

  198. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    Equity Compensation Plan Information The following table provides information as of December 31, 2023 with respect to the shares of our common stock that may be issued under our existing equity compensation plans. We will not grant equity awards in the future under any of the equity compensation plans not approved by stockholders included in the table below.

  199. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity compensation plans approved by stockholders(1) | 20,264,442(2) | $74.93(3) | 28,410,961(4) | | Equity compensation plans not approved by stockholders(5) | 213,957 | $42.97 | — | | Total | 20,478,399 | $71.13 | 28,410,961 |

  200. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (1) Includes the following plans: our 2008 Plan, 2016 Plan, and our ESPP. We no longer make grants subject to our 2008 Plan. |

  201. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (2) Consists of stock options, RSUs, PSUs and DSUs. The number of PSUs included in this amount for the 2023 and 2024 performance periods reflects the number of shares that would be earned assuming 100% of target level performance. However, in February 2024, upon certification by the compensation committee of performance for the 2023 performance period, no shares were earned, and the actual number of shares that will be issued for the 2024 performance period depends on the performance over the 2024 performance period. |

  202. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (3) Excludes shares issuable upon vesting of outstanding RSUs, PSUs and DSUs as of December 31, 2023, since they have no exercise price. |

  203. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (4) As of December 31, 2023, a total of 19,869,260 shares of our common stock were reserved for issuance pursuant to the 2016 Plan. This number includes 3,783,548 shares of our common stock reserved and available for issuance under the SendGrid 2009 Plan, the SendGrid 2012 Plan and the SendGrid 2017 Plan that we assumed, which were approved by the stockholders of SendGrid, but not by a separate vote of our stockholders; such shares became available for issuance under our 2016 Plan, but awards using such shares may not be granted to individuals who were employed, immediately prior to the acquisition, by us or our subsidiaries. The 2016 Plan provides that the number of shares reserved and available for issuance under the 2016 Plan will automatically increase each January 1, beginning on January 1, 2017, by 5% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our compensation committee. As of December 31, 2023, a total of 8,541,701 shares of our common stock were available for future issuance pursuant to the ESPP, including shares of our common stock subject to purchase during the current purchase period as of such date, which commenced on November 16, 2023 (the exact number of which will not be known until the purchase date on May 15, 2024). The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2017, by the lesser of 1,800,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by our compensation committee. |

  204. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (5) Includes shares of our common stock to be issued upon outstanding stock option and RSU awards under the following plans, which awards were assumed in connection with our acquisitions of SendGrid, Segment.io, Inc. (“Segment”) and Zipwhip Inc. (“Zipwhip”): SendGrid’s Amended and Restated 2009 Equity Incentive Plan, Amended and Restated 2012 Equity Incentive Plan, and Amended and Restated 2017 Equity Incentive Plan; Segment’s Fifth Amended and Restated 2013 Stock Option and Grant Plan; and Zipwhip’s 2008 Stock Plan and 2018 Equity Incentive Plan. No further grants may be made under any of these plans. |

  205. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | 80 Twilio Inc. | 2024 Proxy Statement |

  206. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information available to us with respect to the beneficial ownership of our capital stock as of March 31, 2024, for:

  207. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | • | each of our named executive officers; |

  208. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | • | each of our directors; |

  209. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | • | all of our current directors and executive officers as a group; and |

  210. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | • | each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock. |

  211. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of percentage ownership of our common stock on 177,471,887 shares of our common stock outstanding on March 31, 2024. We have deemed shares of our capital stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2024 to be outstanding and to be beneficially owned by the person holding the stock option for the purpose of computing the percentage ownership of that person. We have deemed shares of our capital stock subject to RSUs for which the service condition has been satisfied or would be satisfied within 60 days of March 31, 2024 to be outstanding and to be beneficially owned by the person holding the RSUs for the purpose of computing the percentage ownership of that person. However, we did not deem these shares subject to stock options or RSUs outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Twilio Inc., 101 Spear Street, Fifth Floor, San Francisco, California 94105. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.

  212. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | | Shares of Common Stock Beneficially Owned | | | Name of Beneficial Owner | # | | | Named Executive Officers and Directors: | | | | Khozema Shipchandler(1) | 189,507 | * | | Aidan Viggiano(2) | 44,967 | * | | Dana Wagner(3) | 50,097 | * | | Jeff Lawson(4) | 6,931,219 | 3.9% | | Elena Donio(5) | 198,730 | * | | Charles Bell | — | — | | Byron Deeter(6) | 533,113 | * | | Donna Dubinsky(7) | 9,451 | * | | Jeff Epstein(8) | 26,484 | * | | Jeffrey Immelt | 27,231 | * | | Deval Patrick | 2,058 | * | | Erika Rottenberg(9) | 33,612 | * |

  213. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | 2024 Proxy Statement | Twilio Inc. 81 |

  214. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | Security Ownership of Certain Beneficial Owners and Management | |

  215. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | | Shares of Common Stock Beneficially Owned | | | Name of Beneficial Owner | # | | | Andrew Stafman | — | — | | Miyuki Suzuki | 8,250 | * | | All executive officers and directors as a group (13 persons)(10): | 8,054,719 | 4.5% | | 5% Stockholders: | | | | The Vanguard Group(11) | 17,809,500 | 10.0% | | BlackRock, Inc.(12) | 10,512,625 | 5.9% |

  216. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | * Represents less than 1%. |

  217. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (1) Consists of (i) 90,832 shares of Class A common stock held by Mr. Shipchandler and (ii) 98,675 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2024. |

  218. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (2) Consists of (i) 35,307 shares of Class A common stock held by Ms. Viggiano, (ii) 5,768 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2024, and (iii) 3,892 shares of Class A common stock issuable upon the settlement of RSUs that are releasable within 60 days of March 31, 2024. |

  219. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (3) Consists of (i) 46,141 shares of Class A common stock held by Mr. Wagner and (ii) 3,956 shares of Class A common stock issuable upon the settlement of RSUs that are releasable within 60 days of March 31, 2024. |

  220. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (4) Consists of (i) 4,964,772 shares of Class A common stock held by Mr. Lawson and Erica Freeman Lawson, as trustees of the Lawson Revocable Trust dated 10/2/11, (ii) 1,022,705 shares of Class A common stock held by J.P. Morgan Trust Company, as trustee of the Lawson 2014 Irrevocable Trust dated 12/29/2014, and (iii) 943,742 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2024. |

  221. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (5) Consists of (i) 125,604 shares of Class A common stock held by Ms. Donio and (ii) 73,126 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2024. |

  222. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (6) Consists of (i) 25,853 shares of Class A common stock held by Mr. Deeter and (ii) 507,260 shares of Class A common stock held by Mr. Deeter and Allison K. Deeter, as trustees of the Deeter Family Trust dated 07/28/2000. |

  223. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (7) Consists of 9,451 shares of Class A Common stock held by Ms. Dubinsky, as trustee of the Shustek-Dubinsky Family Trust. |

  224. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (8) Consists of 26,484 shares of Class A common stock held by Mr. Epstein, as trustee of the Epstein Family Revocable Trust. |

  225. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (9) Consists of 33,612 shares of Class A common stock held of record by Ms. Rottenberg, as trustee of the Erika Rottenberg Revocable Trust dated 1/28/2016. |

  226. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (10) Consists of (i) 6,925,560 shares of Class A common stock, (ii) 1,121,311 shares of Class A common stock subject to outstanding stock options that are exercisable within 60 days of March 31, 2024, and (iii) 7,848 shares of Class A common stock issuable upon the settlement of RSUs that are releasable within 60 days of March 31, 2024. |

  227. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (11) Based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 13, 2024. Of the shares of Class A common stock beneficially owned, The Vanguard Group reported that it has sole dispositive power with respect to 17,423,882 shares, shared dispositive power with respect to 385,618 shares and shared voting power with respect to 117,782 shares. The Vanguard Group listed its address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |

  228. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | (12) Based on information reported by BlackRock, Inc. on Schedule 13G/A filed with the SEC on January 29, 2024. Of the shares of Class A common stock beneficially owned, Blackrock, Inc. reported that it has sole dispositive power with respect to 10,512,625 shares and sole voting power with respect to 9,486,684 shares. BlackRock, Inc. listed its address as 50 Hudson Yards, New York, New York 10001. |

  229. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    | 82 Twilio Inc. | 2024 Proxy Statement |

  230. Relationship between Compensation Actually Paid presented in the Pay versus Performance Table and Other Table Elements

    Procedural Matters