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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

101 SPEAR STREET, SUITE 300
FIRST FLOOR

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m. Pacific Time on Thursday,Wednesday, June 14, 20183, 2020

Dear Stockholders of Twilio Inc.:

We cordially invite you to attend the 20182020 annual meeting of stockholders (the "“Annual Meeting"”) of Twilio Inc., a Delaware corporation, which will be held virtually onThursdayWednesday,June 14, 20183, 2020 at 9:00 a.m. Pacific Time via live audio webcast on the Internet at Three Embarcadero Center, 27th Floor, San Francisco, CA 94111www.virtualshareholdermeeting.com/TWLO2020, for the following purposes, as more fully described in the accompanying proxy statement:

1.    To elect three Class III directors to serve until the 20212023 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;2020;

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.

Due to recent developments with the coronavirus(COVID-19), the public health and travel concerns our stockholders may have, and the protocols that federal, state and local governments may impose, our Board of Directors has determined to hold a live audio webcast in lieu of anin-person meeting in order to support the health and well-being of our employees, stockholders, directors and community. You will be able to vote and submit your questions during the meeting atwww.virtualshareholdermeeting.com/TWLO2020. The health and safety of our employees, stockholders, directors and community is paramount and we believe that holding a virtual meeting will enable greater stockholder attendance and help accommodate participants who may be unable or unwilling to travel to anin-person meeting as a result of measures implemented in response to the coronavirus outbreak. As always, we encourage you to vote your shares prior to the Annual Meeting either by telephone, Internet or by proxy card to help make this meeting format as efficient as possible.

Our board of directors has fixed the close of business on April 16, 20186, 2020 as the record date for the Annual Meeting. Only stockholders of record on April 16, 20186, 2020 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, 2018,22, 2020, 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 20182020 Annual Meeting of Stockholders (the "“Proxy Statement"”) and our Annual Report on Form10-K for the fiscal year ended December 31, 20172019 (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, 201822, 2020

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TWILIO INC.

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 16, 2018,6, 2020, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 71,815,976128,613,795 shares of our Class A common stock outstanding and there were 23,928,24411,356,940 shares of our 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 liveonline 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 liveby Internet 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

Board of Directors has determined to hold a virtual Annual Meeting via live audio webcast in lieu of anin-person meeting in order to support the health and well-being of our employees, stockholders, directors and community. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/TWLO2020. The health and safety of our employees, stockholders, directors and community is paramount and we believe that holding a virtual meeting will enable greater stockholder attendance and help accommodate participants who may be unable or unwilling to travel to anin-person meeting as a result of measures implemented in response to the coronavirus outbreak.

What do I need to dobe able to attend the Annual Meeting in person?online?

We will be hosting our Annual Meeting via live audio webcast only. If you plan to attend the meeting, you must beare a holder of Company sharesstockholder as of the record date of April 16, 2018.

        On6, 2020 and wish to virtually attend the day of the meeting, each stockholder will be required to present the following:

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valid government photo identification, such as a driver's license or passport; and



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street name stockholders holding their shares through a broker, bank, trustee, or other nomineeAnnual Meeting, you will need to bring proofthe16-digit control number, which is located on your Notice of beneficial ownership asInternet Availability of April 16, 2018, the record date, such as their most recent account statement reflecting their stock ownership prior to April 16, 2018,Proxy Materials or on your proxy card (if you receive a printed copy of the voting instruction card provided by their broker, bank, trustee, or other nominee, or similar evidence of ownership.

        Seatingproxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. The webcast will begin at 8:00 a.m. and the meeting will beginstart at 9:00 a.m.. Please note that seating is limiteda.m., Pacific Time on June 3, 2020. Stockholders may vote and you will be permitted entry on a first-come, first-served basis. ask questions while attending the Annual Meeting online.

Use of cameras and recording devices computers and other personal electronic devices will not be permitted at the Annual Meeting, as all photography and video are prohibited atwhile virtually attending the Annual Meeting.live audio webcast.

        Allow ample time for check-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, 201822, 2020 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

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole "routine"“routine” matter: the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018.2020. Your broker will not have discretion to vote on any other proposals, which are "non-routine"“non-routine” matters, absent direction from you.

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) 801-3799914-1444 or:

Twilio Inc.

Attention: Investor Relations
375 Beale

101 Spear Street, Suite 300
First Floor

San Francisco, CaliforniaCA 94105

ir@twilio.com

In light ofshelter-in-place restrictions currently in place due toCOVID-19, we encourage stockholders to contact us by telephone ore-mail instead of physical mail to help ensure timely receipt of any request for proxy materials.

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

proposals must comply with the requirements of Rule14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Twilio Inc.

Attention: Corporate Secretary
375 Beale

101 Spear Street, Suite 300
First Floor

San Francisco, California 94105

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors or (iii) properly brought before such meeting by a 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 20192021 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;6, 2021; and



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and Competitiveness and as a capital equipment maker. Mr. McGeevertrustee of Dartmouth College. He holds a B.Sc.B.A in applied mathematics from the London School of Economics.Dartmouth College and an M.B.A. from Harvard University.

Mr. McGeeverImmelt was selected to serve on our board of directors because of his operating and management experience withas a senior executive of technology companies including in the areasand as a director and chairman of finance and accounting.publicly-held companies.

Erika Rottenberg.    Ms. Rottenberg has served as a member of our board of directors since June 2016. Ms. Rottenberg joined the Chan Zuckerberg Initiative in 2018 and serves as its Vice President and General Counsel. From 2008 to 2014, Ms. Rottenberg served as Vice President, General Counsel and Secretary at LinkedIn Corporation, a professional networking company. From 2004 to 2008, Ms. Rottenberg served as Senior Vice President, General Counsel and Secretary at SumTotal Systems, Inc., a talent management enterprise software company. From 1996 to 2002, Ms. Rottenberg served in several roles at Creative Labs, Inc., a computer peripheral and digital entertainment product company, including as Vice President, Strategic Development and General Counsel. From 1993 to 1996, Ms. Rottenberg served as an attorney at Cooley LLP, a law firm. Ms. Rottenberg currently servesserved on the board of directors of Nasdaq-listed Wix.com Ltd., a cloud-based web development platform, from 2014 to April 2020, and currently serves on the boards of Girl Scouts USA and the Silicon Valley Law Foundation, and the Center for Democracy and Technology.Foundation. Ms. Rottenberg holds a B.S. in Special and Elementary Education from the State University of New York at Geneseo and a J.D. from the University of California, Berkeley, Boalt Hall School of Law.

Ms. Rottenberg was selected to serve on our board of directors because of her experience as a senior executive of technology companies and as a director of publicly-held technology companies.

Continuing Directors

Jeff Lawson.    See the section titled “Executive Officers” for Mr. Lawson’s biographical information.

Byron Deeter.    Mr. Deeter has served as a member of our board of directors since November 2010. Since 2005, Mr. Deeter has served as a partner of Bessemer Venture Partners, a venture capital firm. From 2004 to 2005, Mr. Deeter served as a director at International Business Machines Corporation, or IBM, a technology and consulting company. From 2000 to 2004, Mr. Deeter served in several roles at Trigo Technologies, Inc., a product information management company, which was acquired by IBM in 2004, includingco-founder, President, Chief Executive Officer and Vice President of Business Development. From 1998 to 2000, Mr. Deeter served as an Associate at TA Associates, a private equity firm. From 1996 to 1998, Mr. Deeter served as an Analyst at McKinsey & Company, a business consulting firm. Mr. Deeter previously served on the board of directors of Cornerstone OnDemand, Inc., a talent management software company and Instructure, Inc., an educational technology company. Mr. Deeter holds a B.A. in Political Economy from the University of California, Berkeley.

Mr. Deeter was selected to serve on our board of directors because of his experience in the venture capital industry and as a director of publicly-held and privately-held 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 oftech-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 andMid-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.

Donna L.    Dubinsky. Ms. Dubinsky has served as a member of our board of directors since December 2018. Ms. Dubinsky was aco-founder of Numenta, Inc., a machine intelligence company, and has served as its Chief Executive Officer since 2005. Ms. Dubinsky alsoco-founded Handspring, a maker of PalmOS-based Visor- and Treo-branded personal digital assistants, and served as President and Chief Executive Officer of Handspring 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., one of the first companies to develop and design handheld computers and smartphones. From 1982 to 1991, Ms. Dubinsky served in a multitude of sales, sales support, and logistics functions at both Apple Inc. and Claris, an Apple software subsidiary. She currently serves on the boards of Numenta and Stanford Health Care in Palo Alto, CA. Ms. Dubinsky previously served on the board of Intuit Inc. and Yale University, including two years as Senior Fellow. Ms. Dubinsky holds a B.A. from Yale University, and an M.B.A. from Harvard Business School.

Ms. Dubinsky was selected to serve on our board of directors because of her experience as an entrepreneur and her industry experience.

Jeffrey Epstein.    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 November 2011 and has served as Co-Chief Executive Officer and Chief Financial Officer of Apex Technology Acquisition Corp., a Nasdaq-listed blank check company, since April 2019. From September 2008 to April 2011, Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle Corporation, an enterprise software company. Prior to joining Oracle in 2008, Mr. Epstein served as chief financial officer of several public and private companies, including DoubleClick, an Internet advertising company, which was acquired by Google, Inc., King World Productions, a U.S production company and syndicator of television programming, which was acquired by CBS, and Nielsen’s Media Measurement and Information Group, an information, data and measurement company. Mr. Epstein previously served as a director of Booking Holdings (formerly The Priceline Group, Inc.), a leading provider of online travel, and as a member of its Audit Committee and Compensation Committee. Since April 2012, Mr. Epstein has served as a member of the Board of Directors of Shutterstock, Inc., a global provider of licensed imagery, and serves as Chairman of its Audit Committee and as a member of its Nominating and Corporate Governance Committee. Since April 2013, Mr. Epstein has served 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.

Director Independence

Our Class A common stock is listed on The New York Stock Exchange. Under the NYSE Listing Standards, independent directors must comprise a majority of a listed company'scompany’s board of directors. In addition, the NYSE Listing Standards require that, subject to specified exceptions, each member of a listed company'scompany’s audit, compensation and nominating and corporate governance committees be independent. Under the NYSE Listing Standards, a director will only qualify as an "independent director"“independent director” if, in the opinion of that listed company'scompany’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth inRule 10A-3 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and the NYSE Listing Standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule10C-1 under the Exchange Act and the NYSE Listing Standards.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Messrs. Dalzell, Epstein,Deeter, Immelt and McGeeverEpstein, and Mses. Donio,

Dubinsky and Rottenberg do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent"“independent” as that term is defined under the NYSE Listing Standards. In making these determinations, our board of directors considered the current and prior relationships that eachnon-employee director has with our Company and all other facts and circumstances our board of

Audit Committee

Our audit committee consists of Messrs.Mr. Epstein and McGeeverMses. Dubinsky and Ms. 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

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

In light ofshelter-in-place restrictions currently in place due toCOVID-19, we encourage stockholders toe-mail any such communications to us at legalnotices@twilio.com to help ensure prompt receipt. 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

is to fuel communications that give hope, power, and freedom with a10-year goal to help one billion people every year. Since launching Twilio.org, we’ve learned that social responsibility is as critical to our success as a company as any other initiative and we remain committed to community involvement and philanthropy today more than ever. We actively build ties to the community, so that as we grow and scale as a company, we also increase our ability to generate social impact. We’ve seen social impact organizations use communications to solve some of the world’s biggest social and environmental problems. That’s why Twilio.org deploys our technology, our team, and grant-funding to fuel potentially life-changing communications. For instance, Twilio.org has helped nonprofit organizations create a 24/7 SMS hotline to fight human trafficking, use programmable SMS to proactively reach out in offer of support to potential victims of human trafficking posted in online ads, and develop artificialintelligence-powered SMS bots to disrupt sex trafficking by preventing buyers from connecting with victims. Additionally, our crisis response and prevention initiative enables and improves communication efforts bynon-profits which in turn supports people experiencing crises.

In 2015, we reserved 1% of our Class A common stock to fund social impact at our Company. In March 2019, we increased the Twilio.org share reserve by 203,658 shares of Class A common stock to account for a similar program previously operated by SendGrid, Inc. (which we acquired in February 2019). Since 2015, as detailed more below, Twilio.org has made millions of dollars in donations consistent with its philanthropic goals.

During 2019, Twilio.org implemented the WePledge program to engage employees in doing good. Through the WePledge program, our employees pledge 1% of their time or financial resources toward causes they care about. In turn, we provide each employee with $500 in matching donations annually,on-going community service opportunities, and 20 hours of paid volunteertime-off. We also make it easy for employees to donate a portion of their vested company equity in lieu of a cash donation. Since the program’s launch in September 2019, hundreds of our employees have already taken the pledge to commit 1%, resulting in the donation of hundreds of thousands of dollars and nearly 5,000 volunteer hours that support more than 450 charitable organizations.

Compliance & Ethics

Our culture of integrity starts with our Corporate Governance Guidelines and Code of Business Conduct and Ethics, which includes efforts in risk assessment, development of policies, procedures, training, auditing, monitoring, investigations, and remediation of potential compliance matters. We have also implemented mandatory anti-harassment, anti-corruption and anti-bribery training as well as more targeted compliance training to address the compliance risks of specific roles and business functions.

Furthermore, in order to promote a high standard of ethical and professional conduct within our Company, we have engaged with an impartial third party to administer an ethics reporting hotline where, as permitted by law, employees, contractors, customers and vendors may address any issues on a confidential and anonymous basis. Employees may choose the method with which they are most comfortable to discuss any issues or complaints, whether it is through their manager, our human resources partners, or the reporting hotline. In addition, our Code of Business Conduct and Ethics applies to all of our employees, including our officers and board of directors. Violation of the Code of Business Conduct and Ethics may result in disciplinary action, up to and including termination of employment.

Data Protection

We are committed to protecting the privacy and data of our developer ecosystem, customers and users. We have implemented policies and procedures that facilitate compliance with applicable privacy laws, including the California Consumer Privacy Act (“CCPA”) and the General Data Protection Regulation (“GDPR”), and work to use privacy by design in our review and building processes. For example, in 2016, even before GDPR became effective, we started the process of putting in place our

own Binding Corporate Rules ("BCRs")—considered one of the highest global standards for data protection that a company can have. Our BCRs codify our guiding principles and approach to compliance with data protection laws when processing personal information.

In addition to our working to maintain data privacy and security, we have proactively taken steps to provide increased visibility to the Twilio community around government requests received for customer information by municipal, state, provincial and federal governments globally. We do this by publishing semi-annual transparency reports. Our transparency reports document the total volume of government requests for information received by us, how we responded to the requests, and how often we notified users of the requests.

Furthermore, we train employees on policies and procedures for secure data handling and use physical and procedural safeguards to help keep our facilities and equipment secure. All of our employees and contractors are required to complete privacy and security training every year.

Diversity & Inclusion

At Twilio, we strive to build equity, equality, and belonging to make communication more inclusive for all. Our Diversity and Inclusion mission is to foster an equitable approach to hiring, delivering on a promise of equality for all in career development, compensation and growth, and to foster a sense of belonging for everyone at our Company. We believe that a company culture focused on diversity and inclusion is a key driver of creativity and innovation and that diverse and inclusive teams make better business decisions, which ultimately drives better business performance. For example, we created “Twilio After Hours,” which aims to create inclusive environments designed for groups who are commonly underrepresented in the tech community; “Hatch” to invite candidates from underrepresented andnon-traditional backgrounds to launch tech careers through mentorship, apprenticeship and skill development; and implemented “Crack the Code,” a program that promotes best practices around attracting, recruiting, and retaining developer talent while building a culture of inclusivity.

In addition, we work hard to maintain and enhance our diverse and inclusive environment, creating a workplace where people are highly valued and are empowered to do their best work. Our employee resource groups, such as Black Twilions, Latinx @ Twilio, S.E.A.T., Spectrum, Women @ Twilio, Wonder, Twilipinos, and Twarriors offer our employees support, mentoring and networking opportunities and help to foster a friendly and diverse workplace.

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 deemeddeem 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, cybersecurity and security, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our 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.

        InUpon the recommendation of our compensation committee, in May 2016, our board of directors uponadopted anon-employee director compensation policy (as amended and restated from time to time, the recommendation of our compensation committee, adopted our “Non-Employee Director Compensation Policy”) for the compensation of ournon-employee directors. In 2017,Our compensation committee conducts an annual evaluation of the design and competitiveness of ourNon-Employee Director Compensation Policy in light of best practices, market trends and a competitive market analysis of data for the Company’s compensation peer group prepared by the compensation committee’s compensation consultant and makes appropriate recommendations to our board of directors with respect to the compensation of ournon-employee directors.

During 2019, our compensation committee engaged Compensia, Inc. ("(“Compensia"”), a national compensation consulting firm, as its 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 studycompensation data analysis prepared by Compensia. Our compensation committee did not strictly target any specific levels of pay, and instead, used the comparative market dataanalysis provided by Compensia as an importanta reference point in its decision-making process. AtIn June 2019, after reviewing the recommendation ofcomparative market analysis in consultation with Compensia, our compensation committee we amended and restated the recommended that no changes be made for 2019 to ourNon-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. Policy.

Ournon-employee directors currently receive compensation in the form of the cash retainers and equity awards as set forth below.

The DSUs will be paid in shares of Company Class A 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 "(as amended and restated, 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 2019Non-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 2017.2019. Mr. Lawson, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation

Auditor Independence

In our fiscal year ended December 31, 2017,2019, there were no other professional services provided by KPMG, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG.

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, 20162018 and 20172019 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, 20182020 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in personvirtually 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.

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. She currently serves on the boards of the Business Software Alliance, a trade group that represents some of the world’s largest software makers, and the United States Telecom Association (USTelecom), a national trade association that represents telecommunications-related businesses based in the United States. Ms. Smith holds a Bachelor of Journalism from the University of Missouri, Columbia and a J.D. from Santa Clara University School of Law.

Fiscal 20172019 Performance Highlights

During 2017,2019, we continued to grow revenue and diversify our business:business and achieved significant financial and operational results:

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We acquired SendGrid, Inc.(“SendGrid”), the leading email API platform, in February 2019, adding an important channel for businesses to reach and engage with their customers effectively and at scale;

We recorded total revenue of $399.0 million$1.13 billion for the full year, up 44%75% from the full year 20162018 revenue of $277.3 million;



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We recorded Base Revenue$650.1 million. Total revenue includes revenue from Twilio SendGrid starting on February 1, 2019 (the date of $365.5 million for the full year, up 49% from the full year 2016 base revenue of $245.5 million;



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acquisition).

our other executive officers, including our other named executive officers. The following charts show the percentages of target variable pay versus target fixed pay for our Chief Executive Officer and our other named executive officers in 2017:2019:

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'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

AnnualSay-on-Pay Vote on Executive Compensation

        In prior years, we were an "emerging growth company" as defined inThe compensation committee considered the Jumpstart Our Business Startups Actresults of 2012 and were not required to hold a thenon-binding stockholder advisory vote on the compensation of our named executive officers (a "conducted at the June 18, 2019 Annual Meeting. As reported in our current report on Form8-K, filed with the SEC on June 21, 2019, approximately 94.5% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay vote" Vote”). AtAccordingly, the 2018 Annual Meetingcompensation committee made no changes to our executive compensation program as a result of Stockholders, wetheSay-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 opinions2020 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 2021 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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single method or measure in developing its recommendations, nor does it establish one specific targetstarget for the total direct compensation opportunities of our executive officers. Nonetheless, asRather, it continuesretains flexibility to position the compensation ofpay our named executive officers to levels that are more consistent with those of a public company, generally,within certain ranges. Nonetheless, our compensation committee generally begins its deliberations on cash and equity compensation levels with reference to various percentile levels for cash compensation and target total direct compensation as reflected in competitive market data.data, with an intended result of weighting compensation more heavily towards equity compensation.

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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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 2017,2019, 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 2017,2019, the scope of Compensia'sCompensia’s engagement included:

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researching, developing, and reviewing our compensation peer group;



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