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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934 (Amendment

(Amendment No.     )

Twilio Inc.

(Name of Registrant as Specified In Its Charter)

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TWILIO INC.

375 BEALE STREET, SUITE 300

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m. Pacific Time on Thursday,Tuesday, June 14, 201818, 2019

Dear Stockholders of Twilio Inc.:

We cordially invite you to attend the 20182019 annual meeting of stockholders (the "“Annual Meeting"”) of Twilio Inc., a Delaware corporation, which will be held onThursdayTuesday,June 14, 2018 18, 2019 at 9:00 a.m. Pacific Time at Threethe Stanford Room at Embarcadero Conference Center, 27th Floor,Four Embarcadero Center, San Francisco, CA 94111, for the following purposes, as more fully described in the accompanying proxy statement:

1.    To elect threetwo Class IIIII directors to serve until the 20212022 annual meeting of stockholders and until their successors are duly elected and qualified;

2.    To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018;2019;

3.    To conduct anon-binding advisory vote to approve the compensation of our named executive officers;

        4.     To conduct a non-binding advisory vote on the frequency of future non-binding advisory votes to approve the compensation of our named executive officers; and

        5.4.    To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 16, 201822, 2019 as the record date for the Annual Meeting. Only stockholders of record on April 16, 201822, 2019 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 27, 2018,26, 2019, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "“Notice"”) containing instructions on how to access our proxy statement for our 20182019 Annual Meeting of Stockholders (the "“Proxy Statement"”) and our Annual Report on Form10-K for the fiscal year ended December 31, 20172018 (the "“Annual Report"”). The Proxy Statement and the Annual Report can be accessed directly at the following Internet address: http://materials.proxyvote.com/90138F. All you have to do is enter the control number located on your proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure that your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

We appreciate your continued support of Twilio.

By order of the Board of Directors,

Jeff Lawson

Co-Founder,Co-Founder, Chief Executive Officer and Chairperson of the Board

San Francisco, California

April 27, 201826, 2019

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TWILIO INC.

Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our "common“common stock."”

Registered Stockholders.    If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as "stockholders“stockholders of record."”

Street Name Stockholders.    If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in "street“street name,"” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker'sbroker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as "street“street name stockholders."”

How many votes are needed for approval of each proposal?

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Proposal No. 1:  The election of directors requires a plurality of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. "Plurality" means that the nominees who receive the largest number of votes cast "For" such nominees are elected as directors. As a result, any shares not voted "For" a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee's favor and will have no effect on the outcome of the election. You may vote "For" or "Withhold" on each of the nominees for election as a director.



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Proposal No. 2:  The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote "Against" this proposal. Broker non-votes will have no effect on the outcome of this proposal.



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Proposal No. 3:  A majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon is required to approve the compensation of our named executive officers. Since this proposal is an advisory vote, the result will not be binding on our board of directors, our compensation committee, or the Company. The board of directors and our compensation committee will consider the outcome of

bylaws and Delaware law. The presence, in person or by proxy, of the holders of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and brokernon-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

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by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 13, 201817, 2019 (have your Notice or proxy card in hand when you visit the website);



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Seating will begin at 8:00 a.m. and the meeting will begin at 9:00 a.m..a.m. Please note that seating is limited and you will be permitted entry on a first-come, first-served basis. Use of cameras, recording devices, computers and other personal electronic devices will not be permitted at the Annual Meeting, as all photography and video are prohibited at the Annual Meeting.

Allow ample time forcheck-in. Parking is limited. Please consider using public transportation. For security reasons, large bags and packages will not be allowed at the Annual Meeting. Persons may be subject to search.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Jeff Lawson, Lee KirkpatrickKhozema Shipchandler and Karyn Smith have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission ("(“SEC"”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 27, 201826, 2019 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically bye-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form8-K within four business days after the Annual Meeting, we will file a Current Report on Form8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called "householding,"“householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials, to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at (415)801-3799 or:

Twilio Inc.

Attention: Investor Relations

375 Beale Street, Suite 300

San Francisco, California 94105

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for the 20192020 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

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not earlier than the close of business on February 11, 2019;2020; and



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of its Audit Committee and as a member of its Nominating and Corporate Governance Committee. Since JanuaryApril 2013, Mr. Epstein has served as a member of the Board of Directors of Global Eagle Entertainment Inc., a provider of in-flight video, Internet and other content to airlines and their passengers, and serves as a member of its Corporate Governance and Nominating Committee. Mr. Epstein serves as a member of the Board of Directors of Kaiser Permanente, a leading U.S.not-for-profit health care provider and health plan. Mr. Epstein holds a B.A. from Yale University and an M.B.A. from Stanford University.

Mr. Epstein was selected to serve on our board of directors because of his experience as an executive and director of technology companies.

Continuing Directors

        Richard Dalzell.    Mr. Dalzell has served as a member of our board of directors since March 2014. From 1997 to 2007, Mr. Dalzell served in several roles at Amazon.com, Inc., an e-commerce and cloud computing company, including as Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer. From 1990 to 1997, Mr. Dalzell served in several roles at Wal-Mart Stores, Inc., a discount retailer, including as Vice President of the Information Systems Division. Mr. Dalzell currently serves on the board of directors of Intuit Inc., a software company. Mr. Dalzell previously served on the board of directors of AOL Inc. Mr. Dalzell holds a B.S. in Engineering from the United States Military Academy at West Point.

        Mr. Dalzell was selected to serve on our board of directors because of his experience as an executive and director of technology companies.

        Elena Donio.    Ms. Donio has served as a member of our board of directors since February 2016. Since 2016, Ms. Donio has served as Chief Executive Officer at Axiom Global, a leading provider of tech-enabled legal services. From 1998 to 2016, Ms. Donio served in several roles, including as President, Executive Vice President and General Manager of Worldwide Small and Mid-Sized Businesses, at Concur Technologies, Inc., a business travel and expense management software company, which was acquired by SAP SE in 2014. From 1995 to 1997, Ms. Donio served as Senior Manager at Deloitte Consulting LLP, a professional services firm. From 1992 to 1995, Ms. Donio served as Senior Consultant at Andersen Consulting LLP, a business consulting firm. Ms. Donio holds a B.A. in Economics from the University of California, San Diego.

        Ms. Donio was selected to serve on our board of directors because of her experience as a senior executive of a technology company and her industry experience.

Board Leadership Structure and Role of Our Lead Independent Director

Mr. Lawson currently serves as both the Chairperson of our board of directors and as our Chief Executive Officer. Ournon-management directors bring experience, oversight and expertise from outside of our Company, while Mr. Lawson brings Company-specific experience and expertise. As ourco-founder, Mr. Lawson is best positioned to identify strategic priorities, lead critical discussion and execute our business plans.

Since Mr. Lawson is the Chairperson of our board of directors and is not an "independent"“independent” director pursuant to the NYSE Listing Standards, in December 2017, we appointed Mr. Jeffrey Epstein to serve as our lead independent director. Mr. Epstein serves as a liaison between our Chief Executive Officer and Chairperson and our independent directors and performs such additional duties as our board of directors may otherwise determine and delegate. In addition, our independent directors, who are the sole members of each of our board committees, provide strong independent leadership for each of these committees. Our independent directors generally meet inDuring executive session after each meeting of the board of directors. At each such meeting, the presiding director for each executive sessionsessions of our board of directors, the presiding director will be either (i) the lead independent director or (ii) chosen by the independent directors.

We believe that the structure of our board of directors and committees of our board of directors provides effective independent oversight of management while Mr. Lawson'sLawson’s combined role enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.

Board Meetings and Committees

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors currently consists of seven members.

During our fiscal year ended December 31, 2017,2018, our board of directors held seventen meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she had been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.served, except with respect to any meetings in which a director was recused.

Although our Corporate Governance Guidelines do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. SixAll six members of our board of directors then serving in such capacity attended our 20172018 annual meeting of stockholders.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Messrs. Epstein and McGeeverDalzell and Ms.Mses. Dubinsky and Rottenberg, with Mr. Epstein serving as Chairperson. Effective May 31, 2018, Mr. McGeever will resign from our audit committee and Mr. Dalzell has been appointed to fill such vacancy. Each member of our audit committee meets the requirements for independence under the NYSE Listing Standards and SEC

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NYSE Listing Standards. A copy of the charter of our audit committee is available on our website at https://investors.twilio.com/.

Our audit committee held eightseven meetings during fiscal year 2017.2018.

Compensation Committee

Our compensation committee consists of Mses. Donio and Rottenberg and Mr. McGeever,Dalzell, with Ms. Donio serving as Chairperson. Effective May 31, 2018, Mr. McGeever will resign from our compensation committee and Mr. Dalzell has been appointed to fill such vacancy. Each member of our compensation committee meets the requirements for independence under the NYSE Listing Standards and SEC rules. Each member of our compensation committee is also anon-employee director, as defined pursuant to Rule16b-3 promulgated under the Exchange Act, or Rule16b-3, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the "“Code"”). Our compensation committee, among other things:

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reviews, approves and determines, or makes recommendations to our board of directors regarding, the compensation of our executive officers;



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Our nominating and corporate governance committee operates under a written charter that satisfies the applicable NYSE Listing Standards. A copy of the charter of our nominating and corporate governance committee is available on our website at https://investors.twilio.com/.

Our nominating and corporate governance committee held threefour meetings during fiscal year 2017.2018.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee. See the section titled "Certain“Certain Relationships and Related Party Transactions"Transactions” for information about related party transactions involving members of our compensation committee or their affiliates.

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 these corporate governance guidelines and the committee'scommittee’s charter. 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 director'sdirector’s approval as director nominees for election to the board of directors.

Minimum Qualifications

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the

responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders'stockholders’ best interests.

Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may taketakes into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board of directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

Stockholder Recommendations and Nominations to the Board of Directors

Stockholders may submit recommendations for director candidates to the nominating and corporate governance committee by sending the individual'sindividual’s name and qualifications to our General Counsel at Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105, who will forward all recommendations to the nominating and corporate governance committee. The nominating and corporate governance committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Stockholder and Other Interested Party Communications

The board of directors provides to every stockholder and any other interested parties the ability to communicate with the board of directors, as a whole, and with individual directors on the board of directors through an established process for stockholder communication. For a stockholder communication directed to the board of directors as a whole, stockholders and other interested parties may send such communication to our General Counsel via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105, Attn: Board of Directors c/o General Counsel.

For a stockholder or other interested party communication directed to an individual director in his or her capacity as a member of the board of directors, stockholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105, Attn: [Name of Individual Director].

Our General Counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be

website at https://investors.twilio.com and may also be obtained without charge by contacting our Corporate Secretary at Twilio Inc., 375 Beale Street, Suite 300, San Francisco, CA 94105. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. During fiscal year 2017,2018, no waivers were granted from any provision of our Code of Business Conduct and Ethics.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, cyber security, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for theday-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the Company, as well as such other times as they deemed appropriate.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses risks created by the incentives inherent in our compensation programs, policies and practices. Finally, our full board of directors reviews strategic and operational risk in the context of reports from the management team, receives reports on all significant committee activities at each regular meeting, and evaluates the risks inherent in significant transactions.

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Non-Employee Director Compensation

Non-Employee Director Compensation Policy

We believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on our board of directors and that this approach is comparable to the policies of our peers. We feelfurther believe that it is appropriate to provide cash compensation to ournon-employee directors to compensate them for their time and effort and to provide equity compensation to ournon-employee directors to align their long-term interests with those of the Company and our stockholders.

In May 2016, our board of directors, upon the recommendation of our compensation committee, adopted ourNon-Employee Director Compensation Policy for the compensation of ournon-employee directors. In 2017, our compensation committee engaged Compensia, Inc. ("(“Compensia"”), a national compensation consulting firm, as its compensation consultant to advise on, among other things, director

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compensation matters. In doing so, our compensation committee reviewed and considered a peer group study prepared by Compensia. Our compensation committee did not strictly target any specific levels of pay, and instead, used the comparative market data provided by Compensia as an importanta reference point in its decision-making process. At the recommendation of our compensation committee, we amended and restated theNon-Employee Director Compensation Policy in June 2017 to, among other things, modify the cash retainer policy such that the chair and members of our compensation committee would receive a cash retainer commensurate with that received by the chair and members of our audit committee. At the recommendation of our compensation committee, in June 2018, we further amended and restated ourNon-Employee Director Compensation Policy to (i) incorporate an annual retainer for the lead independent director of our board of directors and (ii) increase the value of our initial and annual equity awards for ournon-employee directors by $125,000 and $50,000, respectively, in order to more closely align withnon-employee director compensation across our peer group. Ournon-employee directors receive compensation in the form of the cash retainers and equity awards as set forth below.

Non-Employee Directors' Directors’ Deferred Compensation Program

In July 2017, we implemented aNon-Employee Directors' Directors’ Deferred Compensation Program to offer ournon-employee directors the ability to defer the receipt of any RSUs granted to them from Initial Grants or Annual Grants under the 2016 Plan. In advance of an award of RSUs and in compliance with the program'sprogram’s requirements, anon-employee director may elect to defer the receipt of all of his or her RSUs until the earliest of (i) ninety (90)90 days after suchnon-employee director ceases to serve as a member of our board of directors; (ii) the consummation of a sale event;“sale event”; or (iii) ninety (90)90 days after thenon-employee director's director’s death (such earliest date, the "“Payment Event"”). Upon the vesting of the RSUs, any amounts that would otherwise have been paid in shares of Company common stock will be converted into deferred stock units ("(“DSUs"”) on aone-to-one basis and credited to thenon-employee director's director’s deferred account. The DSUs will be paid in shares of Company common stock on aone-to-one basis in a single lump sum (and will cease to be held in thenon-employee director's director’s deferred account) as soon as practicable following the Payment Event.

Stock Ownership Policy

In April 2018, we adopted a stock ownership policy for ournon-employee directors, which requires such directors to acquire and hold the lesser of (i) a number of shares of our Company'sCompany’s common stock equal in value to three times the director'sdirector’s annual cash retainer for regular service on the board of directors or (ii) 2,500 shares of our Company'sCompany’s common stock, until such director'sdirector’s service on the board of directors ceases. We only count directly and beneficially owned shares, including shares purchased through our Company'sCompany’s 2016 Employee Stock Purchase Plan (the "“ESPP"”) or 401(k) plan, if applicable, shares underlying vested RSUs that are held or deferred and shares underlying vested and unexercisedin-the-money stock options. Eachnon-employee director has three years from the later of his or her initial election to the board of directors or from the effective date of the policy to obtainattain the required ownership level.

2017 2018Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of ournon-employee directors in fiscal year 2017.2018. Mr. Lawson, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation

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Audit Committee Policy onPre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required topre-approve all audit, internal control-related services and permissiblenon-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants'accountants’ independence. All services provided by KPMG for our fiscal years ended December 31, 20162017 and 20172018 werepre-approved by our audit committee and were compatible with maintaining KPMG'sKPMG’s independence.

Vote Required

The ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 20182019 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against this proposal, and brokernon-votes will have no effect.

Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THE RATIFICATION OF THE

APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM.

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        Stockholders will not be voting to approve or disapprove of the recommendation of our board of directors. The proxy card provides stockholders with the opportunity to choose among four options with respect to this proposal (holding the vote every one, two or three years, or abstaining). The option that receives the highest number of votes from the voting power of shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.

        As an advisory vote, this proposal will not be binding on the Company, our board of directors or our compensation committee in any way. As such, the results of the vote will not be construed to create or imply any change to the fiduciary duties of our board of directors. Our board of directors may decide that it is in the best interests of our stockholders and the Company to hold a non-binding advisory vote on our named executive officer compensation more or less frequently than the option approved by our stockholders. Notwithstanding the non-binding advisory nature of this vote, the Company recognizes that the stockholders may have different views as to the best approach for the Company and looks forward to hearing from stockholders as to their preferences on the frequency of a non-binding advisory vote on executive compensation.

Recommendation of the Board

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE OPTION OF "ONE YEAR" AS THE PREFERRED FREQUENCY FOR FUTURE NON-BINDING ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the listing standards of The New York Stock Exchange and rules of the Securities and Exchange Commission ("(“SEC"”). The audit committee operates under a written charter approved by our board of directors, which is available on our web site at https://investors.twilio.com/. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee'scommittee’s performance on an annual basis.

With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm, KPMG LLP ("(“KPMG"”), is responsible for performing an independent audit of our consolidated financial statements and our internal control over financing reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) ("(“PCAOB"”), and our internal control over financing reporting, expressing an opinion on the conformity of our audited consolidated financial statements with generally accepted accounting principles as well as the effectiveness of our internal control over financial reporting.to issue a report thereon. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

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reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20172018 and management'smanagement’s report on internal control over financial reporting with management and KPMG;



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roles at Microsoft Corporation, a technology company that develops, licenses and supports a wide range of software products, services and devices, including as a general manager, software design engineer and developer across Windows, Xbox and mobile device products. He also serves on the Board of Trustees for the Olin College of Engineering. Mr. Chew holds a B.S. and M.S. degree in Computer Science from the Massachusetts Institute of Technology.

Karyn Smith.    Ms. Smith has served as our General Counsel since September 2014. From October 2013 to August 2014, Ms. Smith served as Chief Operating Officer and General Counsel at Peek, Aren'tAren’t You Curious, Inc., a children'schildren’s clothing company. From January 2013 to August 2013, Ms. Smith served as General Counsel at Meltwater Group Inc., asoftware-as-a-service company. From August 2009 to June 2012, Ms. Smith served as Vice President and Deputy General Counsel at Zynga Inc., an online video game company. Prior to Zynga, Ms. Smith was a partner at Cooley LLP, a law firm, where she practiced law for 10 years. Ms. Smith holds a Bachelor of Journalism from the University of Missouri, Columbia and a J.D. from Santa Clara University School of Law.

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As of December 31, 2017,2018, our customers'customers’ applications that are embedded with our products could reach users via voice, messaging and video in nearly every country in the world, and our platform offered customers local telephone numbers in over 100 countries andtext-to-speech functionality in 26 languages. In February 2019, we completed our acquisition of SendGrid, Inc., the leading email API platform, thereby adding e-mail as an additional channel through which businesses can engage with their customers. We support our global business through 27 cloud data centers in nine regions around the world and have developed contractual relationships with network service providers globally.

Fiscal 20172018 Performance Highlights

During 2017,2018, we continued to grow revenue and diversify our business:

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We recorded total revenue of $399.0$650.1 million for the full year, up 44%63% from the full year 20162017 revenue of $277.3$399.0 million;



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 Mr. Hu's employment offer letter was negotiated on

In establishing the compensation arrangements for Mr. Hu,Shipchandler, we took into consideration several factors, including (i) the requisite experience and skills that a qualified chief operatingfinancial officer candidate for our Company would need to lead and manage a growing business in a dynamic and ever-changing environment, (ii) the competitive market for superior candidates at other comparable companies based on a review of competitive market data, including data drawn from the companies in our compensation peer group, various aspirational companies and selected compensation surveys, (iii) his then-current compensation at his prior employer, including the estimated amount of compensation he would forfeit by accepting employment with us, (iv) the need to integrate our new chief operatingfinancial officer into our existing executive compensation structure, balancing both competitive and internal equity considerations as well as his existing compensation package and (v) the advice of Compensia, our compensation committee'scommittee’s independent compensation consultant.consultant, regarding competitive market data and practices. Following negotiations with Mr. Hu,Shipchandler, whom our Chief Executive Officer, compensation committee and our board of directors as a whole, believed was the strongest candidate to help our Company achieve its short-term and long-term "go-to-market" strategy and expansion goals, our compensation committee approved Mr. Hu'sShipchandler’s compensation arrangements and granted him the performance-based stock options described above. Given that our sales function would report directly to Mr. Hu as Chief Operating Officer, the compensation committee believed that directly tying some of his initial equity grant to our revenue growth over a multi-year (four-year) period was another way to closely align his interests with those of our stockholders.

Table of Contentsarrangements.

The terms and conditions of the Amended and RestatedKey Executive Severance Plan and Mr. Hu'sShipchandler’s employment offer letter as they relate to his post-employment compensation arrangements are described in the sections titled "Post-Employment“Post-Employment Compensation Arrangements"Arrangements”, "Employment“Employment Agreements or Offer Letters with Named Executive Officers"Officers” and "Potential“Potential Payments Upon Termination or Change in Control"Control” below.

Pay-for-Performance Analysis

We believe our executive compensation program is reasonable and competitive, and appropriately balances the goals of attracting, motivating, rewarding and retaining our executive officers with the goal of aligning their interests with those of our stockholders. The annual compensation of our executive officers, including our named executive officers, varies from year to year based on our corporate financial and operational results and individual performance. While we do not determine either "variable"“variable” or "fixed"“fixed” pay for each named executive officer with reference to a specific percentage of target total direct compensation, consistent with our "pay-for-performance"“pay-for-performance” philosophy, our executive compensation program emphasizes "variable"“variable” pay over "fixed"“fixed” pay.

In 2017,2018, the majority of the target total direct compensation of our Chief Executive Officer consisted of variable pay in the form of long-term incentive compensation opportunities. Fixed pay, primarily consisting of base salary, made up only 2.5%2% of our Chief Executive Officer'sOfficer’s target total direct compensation, while contingent ("variable"(“variable”) pay, consisting of long-term incentive compensation in the form of equity awards, made up 97.5%98% of his target total direct compensation. Similar allocations applied to our other executive officers, including our other named executive officers. The following charts show the

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percentages of target variable pay versus target fixed pay for our Chief Executive Officer and our other named executive officers in 2017:2018:

Chief Executive Officer Target Pay Mix		Average Other Named Executive Officer Target Pay Mix

We believe that this approach provides balanced incentives for our executive officers to drive our Company'sCompany’s financial performance and long-term growth.

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our compensation committee evaluates our executive compensation program on at least an annual basis to ensure that it is consistent with our short-term and long-term goals given the

compensation committee made no changes to our executive compensation program as a result of theSay-on-Pay Vote. Further, our board of directors has elected to conduct theSay-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officers each year. We will be conducting our first annualSay-on-Pay vote Vote as described in Proposal No. 3 of this proxy statement. Because we valuestatement at the opinions2019 Annual Meeting of our stockholders, theStockholders. Our board of directors and our compensation committee will consider the outcome of theSay-on-Pay vote, and the related Say-on-Frequency vote described in Proposal No. 4 of this proxy statement, Vote, as well as feedback received throughout the year, when making compensation decisions for our named executive officers in the future. The nextSay-on-Pay Vote will be held at the 2020 Annual Meeting of Stockholders.

Executive Compensation Philosophy

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance and aligning the compensation of our executive officers with the long-term interests of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

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



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When formulating its recommendations for the amount of each compensation element and approving each compensation element and the target total direct compensation opportunity for our executive officers, our compensation committee considers the following factors:

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our performance against the financial and operational objectives established by our compensation committee and our board of directors;



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competitive market pay practices for our executive officers, the selection of our compensation peer group, and data analysis. For 2017,2018, the scope of Compensia'sCompensia’s engagement included:

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researching, developing, and reviewing our compensation peer group;



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In June 2017,2018, the compensation committee reviewed our compensation committee,peer group and, upon the recommendation of Compensia,its compensation consultant, added MulesoftOkta to the compensation peer group.group and removed Acacia Communications, FireEye and MuleSoft. In developing this revised peer group for use in the second half of 2018, the following criteria were observed in identifying comparable companies:

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