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 No.     )

Filed by the Registrant ☒                 Filed by a Partyparty other than the Registrant ☐

Check the appropriate box:

Twilio Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

TWILIO INC.

375 BEALE101 SPEAR STREET, SUITE 300FIRST FLOOR

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m. Pacific Time on Tuesday,Wednesday, June 18, 201922, 2022

Dear Stockholders of Twilio Inc.:

We cordially invite you to attend the 20192022 annual meeting of stockholders (the “Annual Meeting”) of Twilio Inc., a Delaware corporation, which will be held virtually onTuesdayWednesday,June 18, 201922, 2022 at 9:00 a.m. Pacific Time via live audio webcast on the Internet at the Stanford Room at Embarcadero Conference Center, Four Embarcadero Center, San Francisco, CA 94111www.virtualshareholdermeeting.com/TWLO2022, for the following purposes, as more fully described in the accompanying proxy statement:

1.    To elect the two Class III directors named in the proxy statement to serve until the 20222025 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, 2019;2022;

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

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

We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. You will be able to attend the meeting, vote and submit your questions during the meeting atwww.virtualshareholdermeeting.com/TWLO2022. 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 22, 201925, 2022 as the record date for the Annual Meeting. Only stockholders of record on April 22, 201925, 2022 are entitled to notice of and to vote at the Annual Meeting. A list of stockholders of record will be available for inspection by stockholders of record during normal business hours for ten days prior to the Annual Meeting for any legally valid purpose at our corporate headquarters at 101 Spear Street, First Floor, San Francisco, California 94105. For access to the stockholder list, please contact us at legalnotices@twilio.com. The stockholder list will also be available during the Annual Meeting at www.virtualshareholdermeeting.com/TWLO2022. Further information regarding voting rights and the matters to be voted upon isare presented in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on Wednesday, June 22, 2022, at 9:00 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/TWLO2022:On or about April 26, 2019,May 5, 2022, 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 2019 Annual Meeting of Stockholders (the “Proxy Statement”) and our Annual Report on Form10-K for the fiscal year ended December 31, 20182021 (the “Annual Report”). and vote online. The Proxy Statement and the Annual Report can be accessed directly at the following Internet address: http://materials.proxyvote.com/90138F.www.proxyvote.com. All you have to do is enter theyour 16-digit control number located on your proxy card. If you attend the Annual Meeting virtually, you may withdraw your proxy and vote online during the Annual Meeting if you so choose. The Notice also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the Proxy Statement, Annual Report and a form of proxy card or voting instruction form. All stockholders who do not receive the Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

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 Boardboard of Directors,directors,

Jeff Lawson

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

San Francisco, California

April 26, 2019May 5, 2022

Table of Contents

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Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “can,” “will,” “would,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “forecasts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about: our environmental, social, and governance efforts, our sustainability goals and our proposed sublease. You should not rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from those described in the forward-looking statements.

The forward-looking statements contained in this proxy statement are also subject to additional risks, uncertainties, and factors, including those more fully described in our most recent filings with the Securities and Exchange Commission (the “SEC”), including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. Further information on potential risks that could affect actual results will be included in the subsequent periodic and current reports and other filings that we make with the SEC from time to time. Moreover, we operate in a very competitive and rapidly changing environment, and new

risks and uncertainties may emerge that could have an impact on the forward-looking statements contained in this proxy statement.

Forward-looking statements represent our management’s beliefs and assumptions only as of the date such statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement to reflect events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by law.

TWILIO INC.

PROXY STATEMENT

FOR

20192022 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20192022 annual meeting of stockholders of Twilio Inc., a Delaware corporation (the “Company(referred to in this proxy statement as “Twilio,” the “Company,” “we,” “us,” or “our”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held virtually onTuesday,Wednesday, June 18, 201922, 2022 at 9:00 a.m. Pacific Time atvia live audio webcast. You will be able to attend the Stanford Room at Embarcadero Conference Center, Four Embarcadero Center, San Francisco, CA 94111.virtual Annual Meeting, vote your shares electronically and submit your questions during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/TWLO2022 and entering your 16-digit control number located on your proxy card. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 26, 2019May 5, 2022 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

What matters am I voting on?

You will be voting on:

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 22, 2019,25, 2022, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 110,181,290171,843,299 shares of our Class A common stock outstanding and there were 16,035,8469,817,605 shares of our

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What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our second amended and restated

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Why won’t there be an in-person meeting this year?

We are leveraging technology to hold a virtual Annual Meeting that expands convenient access to, and enables participation by, stockholders from any location around the world. We believe the virtual format encourages attendance and participation by a broader group of stockholders, while also reducing the costs and environmental impact associated with an in-person meeting. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/TWLO2022. There will not be a physical meeting location. Our virtual Annual Meeting will be governed by our rules of conduct and procedures, which will be posted at www.virtualshareholdermeeting.com/TWLO2022 on the date of the Annual Meeting. We have designed the format of the virtual Annual Meeting so that stockholders have the same rights and opportunities to vote and participate as they would have at a physical meeting. Stockholders will be able to submit questions online before and during the meeting, providing our stockholders with the opportunity for meaningful engagement with the Company.

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 22, 2019.

On25, 2022 and wish to virtually attend the day of the meeting, each stockholder will be required to present the following:

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shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

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

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.2022. Your broker will not have discretion to vote on any other proposals, which are“non-routine” matters, absent direction from you.

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Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 20202023 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 28, 2019.January 5, 2023. In addition, stockholder 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 Beale101 Spear Street, Suite 300First Floor

San Francisco, California 94105

Our second 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 second 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

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intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to our Corporate Secretary at the address set forth above no later than April 23, 2023.

Availability of Bylaws

A copy of our second amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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

Our board of directors consists of seven directors, alleight directors. All of whom,our board members, other than Messrs.Mr. Lawson, and Deeter, qualify as “independent” under the listing standards of The New York Stock Exchange (the “NYSE Listing Standards”) and the listing standards of The Long-Term Stock Exchange (the “LTSE Listing Standards”). Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of March 31, 2019,April 30, 2022, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors:

Nominees for Director

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 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 wasis 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

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Claris, an Apple software subsidiary. She currently serves on the boards of Numenta, Cortical.io, a private technology company in Vienna, Austria 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.

Deval Patrick.Mr. Patrick has served as a member of our board of directors since January 2021. He is currently co-director of the Center for Public Leadership and Professor of Practice at the Harvard Kennedy School. Since March 2021, he has served as a Senior Advisor to Bain Capital and co-chair of American Bridge 21st Century. Mr. Patrick is the founding partner and, from 2015 to 2020, was the Managing Director of Bain Capital Double Impact, a private equity fund that invested in commercial businesses for both financial return and measurable social or environmental good. Before that, he served for two terms as governor of the Commonwealth of Massachusetts. Mr. Patrick has been a senior executive in two Fortune 50 companies, a partner in two Boston law firms, and served as head of the Civil Rights Division of the U.S. Justice Department under President Bill Clinton. Since 2015, he has served on the board of directors of Global Blood Therapeutics, a biopharmaceutical company, and American Well Corporation, a telemedicine company. Mr. Patrick also serves on the board of directors of Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company (since January 2021) and Toast Inc., a cloud-based restaurant software company (since February 2021). He previously served on the board of Environmental Impact Acquisition Corp., a special purpose acquisition company focused on sustainability companies, from January 2021 to February 2022. Mr. Patrick holds an A.B. from Harvard College and a J.D. from Harvard Law School.

Mr. Patrick was selected to serve on our board of directors because of his experience in the private and public sector and as a director of publicly-held and privately-held companies.

Continuing Directors

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

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., ane-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 atWal-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. (since 2015), 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.

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.company, and SendGrid, Inc., an email API platform company, which was acquired by us in 2019. 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.

JeffreyJeff 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. 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 Oracle, an enterprise software company, and 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 American information, data and measurement company. Since April 2003,Google. Mr. Epstein hasserves on the board of directors of Poshmark, an online fashion marketplace (since April 2018), Okta, a software services company (since May 2021), Couchbase, a cloud database company (since 2015) and AvePoint, a data management company (since July 2021). He previously served as a directoron the board of directors of Booking Holdings, (formerly The Priceline Group, Inc.), a leading provider ofan online travel company, from April 2003 to June 2019, Global Eagle Entertainment, an inflight communication company, from January 2013 to June 2018, and serves asShutterstruck, a member of its Audit Committee and Compensation Committee. Sincephotography marketplace, from 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

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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.

Director Independence

Our Class A common stock is listed on The New York Stock Exchange and the Long-Term Stock Exchange. Under the NYSE Listing Standards and the LTSE Listing Standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, the NYSE Listing Standards and LTSE Listing Standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the NYSE Listing Standards and LTSE Listing Standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a 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 in Rule10A-3 under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), and the NYSE Listing Standards.Standards and the LTSE Rules. Compensation and talent management committee members must also satisfy the additional independence criteria set forth in Rule10C-1 under the Exchange Act, the NYSE Listing Standards and the NYSELTSE 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, Deeter, Epstein, Immelt and Epstein,Patrick, 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” as that term is defined under the NYSE Listing Standards and LTSE 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 directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

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committees, provide strong independent leadership and oversight for each of these committees. DuringOur independent directors generally meet in executive sessionssession after each meeting of the board of directors. At each such meeting, the presiding director for each executive session of our board of directors the presiding director will be either (i) the lead independent director or (ii) chosen by the independent directors.

Our board believes that this leadership structure, coupled with a strong emphasis on board independence, provides effective independent oversight of management while allowing both the board of directors and management to benefit from Mr. Lawson’s leadership and years of experience in the company’s business and the technology industry.

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’s combined role enables strong leadership, creates clear accountability and enhances our ability to develop and execute our strategy and 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 seveneight members.

During our fiscal year ended December 31, 2018,2021, our board of directors held tensix 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, except with respect to any meetings in which a director was recused.served.

Although our Corporate Governance Guidelines do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All six members of our board of directors then serving in such capacity, other than Mr. Epstein, attended our 20182021 annual meeting of stockholders.

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

Audit Committee

Our audit committee consists of Messrs.Mr. Epstein and Dalzell and Mses. Dubinsky and Rottenberg, with Mr. Epstein serving as Chairperson. Each member of our audit committee meets the requirements for independence under the NYSE Listing Standards, LTSE Listing Standards and SEC rules. Each member of our audit committee also meets the financial literacy and sophistication requirements of the NYSE Listing Standards and LTSE Listing Standards. In addition, our board of directors has determined that each of Mr. Epstein and Ms. Dubinsky is an audit committee financial expert within the meaning of Item 407(d) of RegulationS-K under the Securities Act of 1933, as amended (the “Securities Act”).

No member of our audit committee may simultaneously serve on the audit committee of more than three public companies unless our board of directors determines that such simultaneous service would not impair the ability of such member to effectively serve on our audit committee. Mr. Epstein currently serves on the audit committees of three other public companies. Given Mr. Epstein’s extensive experience as a Chief Financial Officer, his proficiency in accounting, and his knowledge of our Company, our board has determined that Mr. Epstein’s simultaneous service on the audit committees of more than three public companies does not impair his ability to effectively serve on our audit committee. Mr. Epstein attended 100% of the meetings held by our audit committee and board of directors during fiscal year 2021.

Our audit committee, among other things:

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

Our compensation and talent management committee held six meetings during fiscal year 2018.2021.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Ms. Rottenberg and Mr.Messrs. Dalzell and Deeter, with Ms. Rottenberg serving as Chairperson. Each member of our nominating and governance committee meets the requirements for independence under the NYSE Listing Standards, LTSE Listing Standards and SEC rules. Our nominating and corporate governance committee, among other things:

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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’sdirectors’ approval as director nominees for election to the board of directors.

Minimum Qualifications and Membership on other Boards

Twilio has a highly effective and engaged board of directors, and members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings and are encouraged to attend our annual meetings of stockholders. The board of directors does not believe that explicit limits on the number of other boards of directors on which the directors may serve, or on other activities the directors may pursue, are appropriate. Rather, we believe that our directors’ service on other companies’ boards enables them to contribute valuable knowledge and perspective to our board of directors. Nonetheless, the board of directors recognizes that carrying out the duties of a director requires a significant commitment of time and attention, and excessive time commitments - whether other board service or otherwise—may interfere with the ability to fulfill Twilio board of director responsibilities. Our Corporate Governance Guidelines require directors to notify the chairperson of the nominating and corporate governance committee in connection with joining another board and regularly update the company regarding other directorship and significant other commitments, so that the potential for conflicts or other factors that may compromise a director’s ability to perform their duties may be fully assessed.

Our board of directors has delegated to our nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to our board of directors (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our Corporate Governance Guidelines and the committee’s charter. Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees and will considerconsiders 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 considerconsiders 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 qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, ethics, include:

meetings, participation and level of engagement during these meetings, the role played by the director on our board of directors, as well as on the other boards, including committee membership and chairperson designation, and the experience and expertise of the director, including both relevant industry experience and service on other public company boards, which enable the director to serve on multiple boards effectively.

Although our board of directors does not maintain a specific policy with respect to the number of diverse individuals on our board diversity,of directors, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considersendeavors to consider candidates who represent a broad rangemix of backgrounds including breadth and experiences.quality of experience, personal and professional experience, expertise, culture, race, ethnicity, gender and sexual orientation, including lived experience. In making determinations regarding nominations of directors, our nominating and corporate governance committee takes 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’s name and qualifications to our General CounselChief Legal Officer at Twilio Inc., 375 Beale101 Spear Street, Suite 300,First Floor, San Francisco, CACalifornia 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 CounselChief Legal Officer via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 375 Beale101 Spear Street, Suite 300,First Floor, San Francisco, CACalifornia 94105, Attn: Board of Directors c/o General Counsel.Chief Legal Officer.

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 Beale101 Spear Street, Suite 300,First Floor, San Francisco, CACalifornia 94105, Attn: [Name of Individual Director].

We encourage stockholders to e-mail any such communications to us at legalnotices@twilio.com to help ensure prompt receipt. Our General Counsel,Chief Legal Officer, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairperson of our board of directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a code of business

conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and other executive and senior financial officers. A copy of our Corporate Governance Guidelines and Code of Business Conduct and Ethics is available on our Internet

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using our voice and SMS products to organize underrepresented communities to vote, our social impact partners are engaging people around the world to build the future that they want. In 2021, impact organizations leveraged Twilio to reach over 500 million people.

Effective communication is critical in helping social impact organizations listen and engage with the people that they serve. That’s why we sell our communication products at a discount to these types of organizations. We then reinvest the profit back into our social initiatives. This means as our revenues grow, so does our social impact. This increased revenue translates to more grants, employee volunteering, and technical resources available for organizations using technology to advance their missions.

Community Involvement and Philanthropy

One form of employee volunteering is the WePledge 1% program that Twilio.org launched in 2019. WePledge 1% is our volunteer impact and giving program in which employees voluntarily pledge to give 1% of their own time, income, or equity (or a combination) to causes that resonate with them. Since the program’s launch in September 2019, over 3,400 of our employees have taken the pledge to commit 1%, resulting in the donation of over three million dollars and over 20,000 volunteer hours.

As the scale and frequency of global crises increase, social impact organizations are innovating to serve their communities and treat people as individuals with dignity. Our goal at Twilio.org is to unleash our product, people, and capital to support 1 billion people annually. We know that when organizations pair their local, first-hand expertise with the scale of technology, more people around the world have the opportunity to thrive.

In 2015, we reserved 1% of our Class A common stock to fund our social impact at Twilio.org. 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. (one of our wholly owned subsidiaries, which we acquired in February 2019). Since 2016, Twilio.org has given approximately $124 million in product credits, donations, grants and investments, consistent with its philanthropic goals.

Compliance & Ethics

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

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

Customer Protection and Data Privacy

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 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 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.

Data Security

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 are driving a diversity, equity and inclusion (“DEI”) strategy based on the principles of antiracism. We believe that we can effectively promote equity in the workplace when we focus on transformational change at the individual and leadership levels. By educating and empowering Twilions to think and operate through an antiracist lens, we’ll be able to build a more diverse workforce, promote equity for all communities in the workplace and foster safe, inclusive environments. Twilio publishes its gender and ethnic diversity data in its Impact and DEI Report, which is available on the Governance section of our website at https://investors.twilio.com.

In 2020 we created our first set of company-wide racial justice and equity business priorities and measures, and we have since began the work to embed and operationalize antiracism across the business, with a strong focus on education. In 2021, 100% of our executive team participated in two antiracism workshops and 86% of VPs and above participated in an in-depth antiracism workshop, with continued learning planned for more Twilions in 2022. We expanded our partnerships with global organizations to help us find, grow, and keep diverse talent in various demographics, regions, and countries. Lastly, 50% of employee resource group (“ERG”) specific programming and events promoted antiracist learning in the workplace.

We will continue to grow our DEI resources and global footprint to make sure our antiracism strategy scales along with the business. Most recently, we expanded the DEI team and launched new ERG chapters globally to ensure we are translating antiracism and amplifying DEI efforts across all teams and regions.

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 addition, every employee is required to complete data privacy, cybersecurity and code of conduct training upon joining the Company and each year thereafter. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

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. On a quarterly basis, members of our management team update the audit committee on the status of key risks impacting the Company. 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 and talent management committee assesses risks created by the incentives inherent in our compensation programs, policies and practices.practices and those related to human capital management issues. 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.

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

We believe thathave adopted a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve onpolicy for our board of directors and that this approach is comparable to the policies of our peers. We further believe that it is appropriate to provide cash compensation to ournon-employee directors (as amended and restated from time to compensate them for their time, the “Non-Employee Director Compensation Policy”) to attract, retain and effortaward these individuals and to provide equity compensation to ournon-employee directors to align their long-term interests with those of the Company and our stockholders. Our non-employee directors are paid in the form of restricted stock units (“RSUs”) only and do not receive cash compensation. Employee directors receive no additional compensation for their service as a director.

In May 2016, our board of directors, uponDecisions regarding the recommendation of our compensation committee, adopted ourNon-Employee Director Compensation Policy are approved by our board of directors based on recommendations from our compensation and talent management committee. Our compensation and talent management committee conducts an annual evaluation of the design and competitiveness of our Non-Employee Director Compensation Policy in light of best practices, market trends and a competitive market analysis of data for the Company’s compensation peer group prepared by its compensation consultant, and makes appropriate recommendations to our board of directors with respect to the compensation of ournon-employee directors. In 2017,

During 2021, our compensation and talent management committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, as its compensation consultant to advise on, among other things, non-employeedirector

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corporate governance committee chairperson from $10,000 to $12,000; (viii) increase the Initial Equity Grant (as defined below) from $440,000 to $575,000; and (ix) pay all annual retainers for board membership, lead independent director and committee membership in the form of RSUs in lieu of cash compensation.

For purposes of the amounts described in this section, the values are calculated as set forth in the Non-Employee Director Compensation Policy. For the aggregate grant date fair value of our initial and annual equity awards for ourthe RSUs awarded to the non-employee directors by $125,000 and $50,000, respectively, in order to more closely alignthe fiscal year ended December 31, 2021, calculated in accordance with FASB ASC Topic 718, please see “2021 non-employeeNon-Employee director compensation acrossDirector Compensation Table” below.

Annual Equity Retainers

For fiscal 2021, our peer group. Ournon-employee directors receivereceived compensation in the form of RSUs only, the cash retainers and equity awardsvalues of which are as set forth below.

Initial Equity Grants

Our Non-Employee Director Compensation Policy during fiscal year 2021 provided that, upon initial election to our board of directors, each non-employee director would be granted RSUs having a value of $575,000 (the “Initial Equity Grant”). The Initial Equity Grant vests in equal annual installments over three years, subject to continued service as a director through the applicable vesting dates. The Annual Grant vests in fulldates; provided, however, that if a non-employee director is elected on a date other than at the earlierannual meeting of (i)stockholders, one-third (1/3rd) of such value shall be pro-rated by theone-year anniversary amount of time between such election and the grant date or (ii) our next annual meeting of stockholders subjectand such pro-rated portion shall vest on the day prior to continued service as a director throughthe next annual meeting of stockholders, with the other two-thirds (2/3rds) vesting annually over the following two years following such initial vesting date.

During fiscal year 2021, the number of RSUs for the Initial Equity Grant was determined by dividing the applicable vesting date. Such awardsvalue by the average closing market price on The New York Stock Exchange (or such other market on which the Company’s Class A common stock is then principally listed) of one share of the Company’s Class A common stock over the trailing 30-day period ending five business days before the effective date of the grant.

Awards granted under our Non-Employee Director Compensation Policy are subject to full accelerated vesting upon a “sale event,” as defined in our 2016 Stock Option and Incentive Plan (the(as amended and restated, the “2016 Plan”).

The policyOur Non-Employee Director Compensation Policy also provides that, pursuant to the 2016 Plan, the aggregate amount of compensation, including both equity compensation and cash compensation, paid to anynon-employee director in a calendar year will not exceed $750,000 (or such other limit as may be set forth in the 2016 Plan or any similar provision of a successor plan).

Employee directors receive no additional compensation for their service as a director.

We also reimburse all reasonableout-of-pocket expenses incurred by ournon-employee directors for their attendance at meetings of our board of directors or any committee thereof.

Changes to Non-Employee Director Compensation effective for Fiscal 2022

15Following a review with Compensia of peer company board compensation trends in March 2022, our compensation and talent management committee recommended, and our board of directors approved, the following changes to our non-employee director compensation effective fiscal 2022, targeting non-employee director compensation to the 50^th percentile relative to our peers: (i) increase the annual equity retainer for the lead independent director from $23,000 to $30,000 and (ii) increase the annual equity retainer for all non-employee members of the board of directors from $40,000 to $45,000.

Death Equity Acceleration Policy

See “Executive Compensation—Other Compensation Policies and Practices—Death Equity Acceleration Policy” for a discussion of the treatment of equity awards upon the termination due to death of an employee’s or non-employee director’s employment or other service relationship with the Company or any of its subsidiaries.

Stock Ownership Policy

In April 2018, we adopted a stock ownership policy for ournon-employee directors, which was amended and restated in September 2020 and March 2022. Our stock ownership policy, as amended, requires suchour non-employee directors to acquire and hold the lesser of (i) a number of shares of our Company’s common stock equal in value to threefive times (increased from four times in March 2022) the director’s annual cash retainer for regular service on the board of directors or (ii) 2,500 shares of our Company’s common stock, until such director’s service on the board of directors ceases.directors. We only count directly and beneficially owned shares, including shares purchased through our Company’s 2016 Employee Stock Purchase Plan (the(as amended and restated, the “ESPP”) or Section 401(k) plan, if applicable, and shares underlying vested RSUs that are held or deferred anddeferred. We do not count shares underlying vested and unexercisedin-the-money stock options. Eachnon-employee director has threefive years from the later of his or her initial election to the board of directors or from the effective date of the policy to attain the required ownership level.

20182021 Non-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 2018.2021, all of which were paid solely in RSUs. Mr. Lawson, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Mr. Lawson, as a named executive officer, is presented in “Executive Compensation—Summary Compensation Table”.Table.”

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of seveneight members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, two Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of our Company.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Elena Donio and Donna L. Dubinsky and Deval Patrick as nominees for election as Class III directors at the Annual Meeting. If elected, each of Mses. DonioMs. Dubinsky and DubinskyMr. Patrick will serve as Class III directors until the 20222025 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mses. DonioMs. Dubinsky and Dubinsky.Mr. Patrick. We expect that Mses. DonioMs. Dubinsky and DubinskyMr. Patrick will each accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required

The election of directors requires a plurality of the voting power of the shares of our common stock be present in personvirtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. BrokerAbstentions and broker non-votes will have no effect on this proposal. See “Procedural Matters—How many votes are needed for approval of each proposal?” for further information.

Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

EACH OF THE NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed KPMG LLP (“KPMG”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2019.2022. During our fiscal year ended December 31, 2018,2021, KPMG served as our independent registered public accounting firm.

Notwithstanding the appointment of KPMG, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2019.2022. Our audit committee is submitting the appointment of KPMG to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. However, neither the Company’s second amended and restated bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG as the Company’s independent registered public accounting firm. Representatives of KPMG will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

If our stockholders do not ratify the appointment of KPMG, our audit committee may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our Company by KPMG for our fiscal years ended December 31, 20172020 and 2018.2021.

Auditor Independence

In our fiscal year ended December 31, 2018,2021, there were no other professional services provided by KPMG, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG.

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PROPOSAL NO. 3

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on anon-binding, advisory basis, not less frequently than once every three years, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. As described in detail under the heading “Executive Compensation—Compensation Discussion and Analysis,” we seek to closely align the interests of our named executive officers with the interests of our stockholders.

Our compensation programs are designed to effectively align our executives’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

Stockholders are urged to read the section titled “Executive Compensation” and, in particular, the section titled “Executive Compensation—Compensation Discussion and Analysis” in this proxy statement, which discusses how our executive compensation program policies and practices implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our named executive officers. Our board of directors and our compensation and talent management committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program goals.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC.

Accordingly, we are asking our stockholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the stockholders hereby approve, on anon-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 20192022 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.

Vote Required

The approval of this advisorynon-binding proposal 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“against” this proposal, and brokernon-votes will have no effect.

The vote is advisory, which means that the vote is not binding on the Company, our board of directors or our compensation and talent management committee. To the extent there is any significant vote against our named executive officer compensation as disclosed in this proxy statement, our compensation and talent management committee will evaluate whether any actions are necessary to address the concerns of stockholders.

Recommendation of the Board of Directors

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON ANON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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REPORT OF THE AUDIT COMMITTEE¹

The audit committee is a committee of the board of directors comprisedcomposed solely of independent directors as required by the listing standards of Thethe New York Stock Exchange, Long-Term 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 sitewebsite at https://investors.twilio.com/.investors.twilio.com. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the audit committee’s performance and the adequacy of its charter and the audit committee’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 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:

Based on the audit committee’s review and discussions with management and KPMG, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form10-K for the fiscal year ended December 31, 2018 for filing with the SEC.2021.

Respectfully submitted by the members of the audit committee of the board of directors:

JeffreyJeff Epstein (Chair)

Richard Dalzell(Chairperson)

Donna L. Dubinsky

Erika Rottenberg

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

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1

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2019.May 4, 2022. Our executive officers are appointed by, and serve at the discretion of, our board of directors and hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Executive Officers

Jeff Lawson.    Mr. Lawson is one of our founders and has served as our Chief Executive Officer and as a member of our board of directors since April 2008 and has served as the Chairperson of our board of directors since November 2015. From 2001 to 2008, Mr. Lawson served as founder and Chief Technology Officer of Nine Star, Inc., a multi-channel retailer of equipment and apparel to the action sports industry. From 2004 to 2005, Mr. Lawson served as Technical Product Manager of Amazon.com, Inc., ane-commerce electronic commerce and cloud computing company. In 2000, Mr. Lawson served as Chief Technology Officer of StubHub, Inc., an online marketplace for live entertainment events. From 1998 to 2000, Mr. Lawson served in several roles at Versity.com, Inc., a website for college lecture notes, including as founder, Chief Executive Officer and Chief Technology Officer. Mr. Lawson holds a B.S. in Computer Science and Film/Video from the University of Michigan.

Mr. Lawson was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer, one of our founders and as one of our largestlarger stockholders, as well as his extensive experience as an executive with other technology companies.

Khozema Shipchandler.    Mr. Shipchandler has served as our Chief Operating Officer since October 2021, and prior to that served as our Chief Financial Officer sincefrom November 2018. From 2015 to 2018, Mr. Shipchandler served as chief financial officer and executive vice president of corporate development at GE Digital, an operational technology and infrastructure software company that is a division of General Electric Company, a publicly traded industrial technology company. From 1996 to 2015, Mr. Shipchandler served in various executive roles at General Electric Company, including as chief financial officer, Middle East, North Africa and Turkey from 2011 to 2013. Mr. Shipchandler holds a B.A. in English and Biology from Indiana University Bloomington.

George Hu.Elena Donio.    Mr. HuMs. Donio has served as our Chief Operating OfficerPresident of Revenue since February 2017.May 2022. From December 20142016 to April 2022, Ms. Donio served as a member of our board of directors. From 2016 Mr. Hu founded andto 2020, Ms. Donio served as Chief Executive Officer at Peer, a workplace feedback startup that was acquired by Twitter in 2016. Prior to that, from November 2011 to December 2014, Mr. Hu served as Chief Operating Officer of Salesforce.com, Inc.,Axiom Global, a leading provider of enterprise cloud computing applications.tech-enabled legal services. From 20011998 to 2011, Mr. Hu2016, Ms. Donio served in a variety of other managementseveral roles, at Salesforce.com, Inc., including Viceas President, of Product Marketing, Senior Vice President of Applications, Executive Vice President and General Manager of Products,Worldwide Small and Chief Marketing Officer. Mr. HuMid-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 an A.B.a B.A. in Economics from Harvard College and an M.B.A. from the Stanford Graduate SchoolUniversity of Business.California, San Diego.

Chee ChewEyal Manor.    Mr. ChewManor has served as our Chief Product Officer since January 2019.November 2021. From December 20142007 to January 2019, Mr. Chew2021, he served in a variety of roles at Google LLC, a technology company, including as Vice President and General Manager of Consumer Engagement at Amazon.com, Inc., ane-commerceEngineering and cloud computing company. From April 2007 to December 2014, Mr. Chew served asProduct and Vice President of Engineering, at Google LLC,where he led a multinational technology company that specializes in Internet-related services and products. From June 1993 to April 2007, Mr. Chew served in a variety of

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roles at Microsoft Corporation,portfolio of products and technologies. Prior to that, Mr. Manor held executive positions leading startups, including serving as vice president of research and development for a technology company that develops, licensesvoice and supportsvideo SaaS streaming startup. Mr. Manor was an advisor for CapitalG from 2015 to 2021. Mr. Manor graduated with 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.B.A. in Economics from Tel Aviv University.

Dana R. Wagner.     Mr. Chew holds a B.S. and M.S. degree in Computer Science from the Massachusetts Institute of Technology.

Karyn Smith.    Ms. SmithWagner has served as our Chief Legal Officer, Chief Compliance Officer and Secretary since December 2021. From 2018 to 2021, Mr. Wagner served as the Chief Legal Officer of the biotechnology company Impossible Foods Inc., where he led the legal, policy, quality control, and security functions. From 2018 to 2020, he was Adjunct Professor at Northwestern University, and he has taught and lectured at Berkeley Law since 2019. From 2011 to 2016, Mr. Wagner was General Counsel since September 2014. From October 2013of the financial technology company Square, Inc. (now Block, Inc.). Mr. Wagner served in various positions at Google Inc., from May 2007 to August 2014, Ms. Smith served as Chief Operating OfficerJuly 2011, where he oversaw the antitrust and General Counsel at Peek, Aren’t You Curious, Inc., a children’s clothing company. From January 2013competition legal practice, and prior 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 President2007, he held various positions in the U.S. Department of Justice. Mr. Wagner currently serves on the board of directors of Centre Consortium 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. Smiththe Museum of Art and Digital Entertainment. Mr. Wagner holds a Bachelor of JournalismB.A. in comparative literature and economics from the University of Missouri, ColumbiaCalifornia, Berkeley, and a J.D. from Santa Clara University School of Law.

24Yale Law School.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation program for our named executive officers. During the fiscal year ended December 31, 2018,2021, these individuals were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2018.2021 and certain aspects of our compensation program for 2022. It also provides an overview of our executive compensation philosophy and objectives. Finally, it discusses how our compensation and talent management committee of our board of directors arrived at the specific compensation decisions for our executive officers, including our named executive officers, for 2018,2021, including the key factors that our compensation and talent management committee considered in determining their compensation.

Chief Financial Officer Transition

On February 13, 2018, we announced that Mr. Kirkpatrick, who had served as our Chief Financial Officer since May 2012, had informed us and our board of directors of his decision to retire from the Company. On November 12, 2018, Mr. Kirkpatrick retired as our Chief Financial Officer and Mr. Shipchandler was appointed our new Chief Financial Officer. Mr. Kirkpatrick provided transition services as a consultant to us through April 16, 2019.

Executive Summary

Business Overview

Twilio spent over a decade building the leading cloud communications platform, but communications is just the beginning. Twilio’s vision is to become the leading customer engagement platform, ultimately providing businesses with the holy grail—a single view of the customer journey and the ability to take action, delivering real-time, personalized communications. We believe the future of customer engagement will be written in software by the developers of the world—our customers.

Cloud platforms are a category of software that enable developers to build and manage applications without the complexity of creating and maintaining the underlying infrastructure. These platforms have arisen to enable a fast pace of innovation across a range of categories, such as computing and storage. As the leader in the Cloud Communications Platform category. Wecloud communications platform category, we enable developers to build, scale and operate real-time communicationscustomer engagement within their software applications via oursimple-to-use Application Programming Interfaces (“APIs”). The power, flexibility, and reliability offered by ourapplications.

We offer a customer engagement platform with software building blocks empowers companies of virtually every shape and size to build world-class engagement into their customer experience.

Our platform consists of three layers: our Engagement Cloud, Programmable Communications Cloud and Super Network. Our Engagement Cloud software is designed to address specific use cases, like account security and contact centers, and is a set of Application Programming Interfaces (“APIs”) that handles the higher levelhigher-level communication logic needed for nearly every type of customer engagement. These APIs are focused on the business challenges that a developer is looking to address, allowing our customers to more quickly and easily build better ways to engage with their customers throughout their journey. Our Programmable Communications Cloud software isengagement platform also includes a set of APIs that enablesenable developers to embed voice, messaging, video

and email capabilities into their applications. The Programmable Communications Cloud isapplications, and are designed to support almost all the fundamental ways humans communicate, unlocking innovators to address just about any communication market. The Super Network is our software layer that allows our customers’ software to communicate with connected devices globally. It interconnects with communications networks and inbox service providers around the world and continually analyzes data to optimize the quality and cost of communications that flow through our platform. The Super Network also contains a set of APIs that givesgiving our customers access to more foundational components of our platform, like phone numbers.numbers and session initiation protocol (“SIP”) Trunking.

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In 2018,2021, 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%1% of our Chief Executive Officer’s target total direct compensation, while contingent (“variable”)variable pay, consisting of long-term incentive compensation in the form of equity awards, made up 98%the remaining 99% of his target total direct compensation. Similar allocations applied to our other executive officers, including each of our other named executive officers. The following charts show the

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proxy statement at the 20192022 Annual Meeting of Stockholders. The next Say-on-Pay Vote will be held at our 2023 Annual Meeting of Stockholders.

Commitment to Stockholder Engagement

As we manage our business with a focus on continued innovation and growth, we recognize that our compensation program must balance stockholder perspectives with our ability to retain and attract the highest caliber of talent to help facilitate growth at scale. Our board of directors and our compensation and talent management committee will considervalue the outcome of thestockholder perspectives we receive, through direct engagement as well as through voting decisions, including our annual Say-on-Pay Vote at our annual stockholder meetings, and the compensation-related feedback we receive from stockholders is an important component that informs the compensation and talent management committee’s decision-making process when reviewing our executive compensation programs each year.

We have established a robust stockholder engagement program to help us better understand the perspectives of our stockholders. In 2021, in addition to our standard engagement with stockholders throughout the year, we conducted meetings with several of our large stockholders, with participation from our management team and certain members of our board of directors, including Ms. Rottenberg, the chairperson of our nominating and corporate governance committee, and, until her resignation from our board of directors, Ms. Donio, the former chairperson of our compensation and talent management committee on topics ranging from compensation strategy, to environmental, social and governance matters (“ESG”), including board structure and corporate governance. In addition, our head of investor relations regularly communicates stockholder feedback to senior management and the board of directors for consideration in their decision making.

The 2021 executive compensation program was implemented in early 2021, and the compensation and talent management committee, in connection with input from our full board of directors, determined at that time that our concentration on equity compensation, particularly the grant of equity awards in the form of 50% (by fair value) stock options and 50% (by fair value) RSUs with time-based vesting, is aligned with long-term stockholder value. However, our compensation and talent management committee continues to assess the Company’s equity compensation practices in light of the Company’s continued growth and maturation as well as discussions with stockholders and determined to implement changes to our executive compensation program beginning in 2022 to grant performance-based equity awards as part of our executive compensation program, as discussed in “Evolving our Executive Compensation Program” below.

We believe the addition of performance-based equity awards, as well as other enhancements to our governance practices and disclosures in response to stockholder feedback, received throughout the year, when makingsuch as increasing our stock ownership requirements for directors and executive offices and enhancing our ESG disclosures, have advanced our compensation decisions forpractices and governance in a manner that both benefits stockholders and continues to align with our named executive officers in the future. The nextSay-on-Pay Vote will be held at the 2020 Annual Meeting of Stockholders.strategy and pay philosophy.

Executive Compensation Philosophy

We operate in an extremely competitive market where there is substantial and continuous competition for leadership with the experience and skill to lead in a dynamic and innovative industry. Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance and aligning the compensation of our executive officers with the long-term interests of our stockholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

Because we do not have a cash bonus program for our executive officers, generally, our compensation and talent management committee has sought to set base salaries at the higher end of the competitive market range to provide what it believes to be reasonable cash compensation levels and will serve to attract and retain our executives.executive officers. Further, our compensation and talent management committee tends to weight the target total direct compensation opportunities of our executive officers more heavily towards equity compensation. We understand the importance of linking the individual performance of our executive officers and the financial and operational performance of our company to our overall executive compensation program. We believe our strong focus on, and heavy weighting toward, equity compensation supports that philosophy and has worked to align our executive compensation with the interests of our stockholders. However, we continue to review the current equity compensation trends as well as the feedback from our stockholders in regard to our executive compensation program.

Evolving our Executive Compensation Program

In March 2022, in addition to granting time-based restricted stock unit awards to our named executive officers, our compensation and talent management committee also granted performance-based restricted stock unit awards. The performance-based awards vest based on the achievement of certain goals over specified performance periods, including year-over year organic revenue growth rates and non-GAAP operating profit, and are intended to further align the interests of our named executive officers and our stockholders.

Oversight of Executive Compensation Program

Role of the Compensation and Talent Management Committee

Our compensation and talent management committee discharges many of the responsibilities of our board of directors relating to the compensation of our executive officers, including our named executive officers, and thenon-employee members of our board of directors (as described further in “Board of Directors and CorporateGovernance—Non-Employee Director Compensation” above). Our compensation and talent management committee has overall responsibility for overseeing our compensation structure, policies and programs generally, and overseeing and evaluating the compensation plans, policies and practices applicable to our executive officers. Our compensation and talent management committee also oversees the annual evaluation of our managementexecutive officers, including our named executive officers, for the prior fiscal year and has the authority to retain, and has retained, an independent compensation consultant to provide support to the committee in its review and assessment of our compensation programs.

Compensation-Setting Process

Our compensation and talent management committee determines the target total direct compensation opportunities for our executive officers, including our named executive officers. Our compensation and talent management committee does not use a 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. Rather, it retains flexibility to pay our executive officers within certain ranges. Nonetheless, our compensation and talent management 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.

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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 and talent management committee considers the following factors:

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

Role of Chief Executive Officer

In discharging its responsibilities, our compensation and talent management committee worksconsults with members of our management, including our Chief Executive Officer. Our management assists our compensation and talent management committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. Our compensation and talent management committee solicits and reviews our Chief Executive Officer’s recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures and other compensation-related matters for our executive officers, (otherother than with respect to his own compensation).compensation.

Our compensation and talent management committee reviews and discusses these recommendations and proposals with our Chief Executive Officer and considers them as one factor in determining the compensation for our executive officers, including our other named executive officers. Our Chief Executive Officer recuses himself from all deliberations and determinations regarding his own compensation.

Role of Compensation Consultant

Our compensation and talent management 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 2018,2021, our compensation and talent management committee engaged Compensia as its compensation consultant to advise on executive compensation matters, including

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In developing the compensation peer group for 2018,2021, the following criteria were observedevaluated in identifying comparable companies:

Based onIn September 2020, the foregoing, the peer group that was approved in June 2017 consisted of the following companies:

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Individual Compensation Elements

In 2018,2021, the principal elements of our executive compensation program, and the purposes for each element, were as follows:

Base Salary

Base salary represents the fixed portion of the compensation of our executive officers, including our named executive officers, and is an important element of compensation intended to attract and retain highly-talentedhighly talented individuals.

Using the competitive market data provided by its compensation consultant, our compensation and talent management committee reviews and develops recommendations for adjusting the base salaries for each of our executive officers, including our named executive officers, as part of its annual executive compensation review. In

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The base salaries of our named executive officers for 20182020 and 2021 (effective January 1, 2021) were as follows:

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The actual base salaries paid to our named executive officers in 20182021 are set forth in the “Summary Compensation Table” below.

Cash Incentives

As our Chief Revenue Officer, Mr. Boroditsky’s responsibilities are focused on sales and his compensation includes participation in our sales commission plan (the “Sales Commission Plan”) with terms that are aligned with the results achieved by our global sales team.

For fiscal 2021, after considering competitive market data in consultation with a leading third-party consultancy for sales compensation, Mr. Boroditsky’s commission opportunity for fiscal 2021 was determined to be equal to 100% of his annual base salary, consistent with his opportunity for the prior fiscal year. The Sales Commission Plan is designed to reward Mr. Boroditsky based on annual performance of total estimated annual recurring revenue (“eARR”), software eARR and company revenue metrics, paid monthly. Mr. Boroditsky’s monthly payouts are based on performance against the annual target, additive,

with no cap. The performance target levels for Mr. Boroditsky were designed to be challenging to achieve. The Sales Commission Plan and performance criteria are evaluated annually with an eye to reducing risks while appropriately incentivizing performance.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers, including our named executive officers, to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market.

Long-term incentive compensation opportunities in the form of equity awards are granted by our compensation and talent management committee on a regularly-scheduled basis, as described in “Other Compensation Policies and Practices—Equity Awards Grant Policy” below. The amount and forms of such equity awards are determined by our compensation and talent management committee after considering the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above. The amounts of the equity awards are also intended to providecompetitively-sized awards and resulting target total direct compensation opportunities that are competitive with the compensation opportunities offered by the

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continued employment with us. In addition to the February 2021 grants, our compensation and talent management committee also granted equity awards to certain executive officers in 2021 in connection with new hires and promotions with specific vesting schedules, as described further in “Executive Compensation—Additional Executive Officer Awards” and “Executive Compensation—Grants of Plan-Based Awards Table” below.

After considering the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above, our compensation and talent management committee approved the following equity awards in February 2021 for our then-existing named executive officers in 20182021 as part of its annual executive compensation review:

Additional Executive Officer Awards

Mr. Manor received a (1) one-time stock option award with a grant date fair value of $8,098,119 and (2) one-time restricted stock units award with a grant date fair value of $33,687,986 in connection with his commencement of employment with us in November 2021. The shares subject to the appointmentoption vest over four years in equal monthly installments, and the RSUs vest over four years, with 1/16th of the RSUs vesting on February 15, 2022 and the remaining RSUs vesting in equal quarterly installments, in each case subject to continued employment with us.

Mr. Boroditsky received a (1) one-time stock option award with a grant date fair value of $5,158,566 and (2) one-time restricted stock units award with a grant date fair value of $5,131,560 in connection with his expanded role in his position as Chief Revenue Officer in October 2021. The shares subject to this

option vest in 24 equal monthly installments, and the RSUs vest over two years, with 1/8th of the RSU vesting on November 15, 2021 and the remaining RSUs vesting in equal quarterly installments, in each case subject to continued employment with us. On April 28, 2022, Mr. Boroditsky notified us of his intention to resign from his position as Chief Revenue Officer, effective immediately. Mr. Boroditsky’s last day of employment will be August 19, 2022 and the unvested portion of his stock option and RSUs will cease vesting and be cancelled as of such date.

Mr. Shipchandler also received (1) a one-time stock option award with a grant date fair value of $2,303,576 and (2) a one-time restricted stock unit award with a grant date fair value of $2,231,126 in connection with this appointment as our Chief FinancialOperating Officer, our compensation committee approved the grant of thewith vesting schedules consistent with his February 2021 awards. Mr. Wagner commenced employment with us in December 2021 and did not receive any equity awards described in the section titled “Executive Summary—fiscal 2021, but was granted a new hire RSU award in January 2022 in accordance with his employment offer letter. Please see “Summary Compensation Table,” “Grants of Plan-Based Awards Table” and “Employment Agreements or Offer Letters with Named Executive Compensation Highlights—Appointment of new Chief Financial Officer” above.Officers” below for additional information.

Stock Options

We believe that stock options provide a strong reward for growth in the market price of our common stock as their entire value depends on future stock price appreciation, as well as a strong incentive for our executive officers to remain employed with our Company as they require continued service to our Company through the vesting period. In 2018,2021, the stock options to purchase shares of our Class A common stock that were granted by our compensation and talent management committee to ournon-new hire named executive officers generally havehad a10-year termterm. To balance retention and generally vestincentive dynamics for the stock option grants made in February 2021, the vesting schedule for such grants were set as to 1/48thfollows: 33% of the shares subject to the stock option each month followingvest in equal quarterly installments between the first and second anniversaries of the “vesting commencement date” (February 15, 2018) over(December 31, 2020), 33% of the following four years,shares subject to the stock option vest in equal quarterly installments between the second and third anniversaries of the vesting commencement date and 34% of the shares subject to the stock option vest in equal quarterly installments between the third and fourth anniversaries of the vesting commencement date, subject to continued serviceemployment through each such vesting date. The options subject to Mr. Borodistky’s October 2021 grant expire three years from the date of his separation from service due to termination by the company without Cause or by Mr. Boroditsky for Good Reason, as those terms are defined in the Boroditsky Letter (as defined below), or 10 years from the date of the grant, whichever comes first.

Stock options granted by our compensation and talent management committee to new hires, including Mr. Shipchandler,newly-hired executives generally have had a10-year term and generally vestvested as to 25% of the shares subject to the stock option on the first anniversary of the employment commencement date and 1/48^th of the shares subject to the stock option each month thereafter for the following three years, subject to continued service through each such vesting date.

In 2017, we granted performance-based Effective February 1, 2022, and applicable retrospectively to affected employees, stock options previously granted to our Chief Operating Officerexecutive officers vest in connectionequal monthly installments from the applicable vesting commencement date, subject to the executive’s continued employment with his hiring, pursuant to arms’ length negotiationsus. Please see “Summary Compensation Table” and our consideration, at his time“Grants of hire, of the

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award vest in equal quarterly installments between the second and third anniversaries of the vesting commencement date and 34% of the shares subject to the award each quarter thereafter on August 15, November 15, February 15,vest in equal quarterly installments between the third and May 15, as applicable, forfourth anniversaries of the next 15 quarters,vesting commencement date, subject to the named executive officer’s continued employment with us through each applicablesuch vesting date.

Time-based RSUs that may be settled in shares of our Class A common stock that were granted by our compensation and talent management committee to new hires, including Mr. Shipchandler,newly-hired executives generally vestvested as to 25% of the shares subject to the award on the first anniversary of the first August 15, November 15, February 15 or May 15 to occur following the employment commencement date and 1/16^th of the shares subject to the award each quarter thereafter for the following three years, subject to continued employment through each such vesting date. Effective February 1, 2022, and applicable retrospectively to affected employees, RSUs granted to new executive officers vest in equal quarterly installments from the applicable vesting commencement date, subject to the executive’s continued employment with us.

The equity awards granted to our named executive officers in 20182021 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below.

Health and Welfare Benefits

Our executive officers, including our named executive officers, are eligible to receive the same employee benefits that are generally available to all of our full-time employees, subject to the satisfaction of certain eligibility requirements. These benefits include our medical, dental and vision insurance and life and disability insurance plans. In structuring these benefit plans, we seek to provide an aggregate level of benefits that are comparable to those provided by similar companies.

In addition, we maintain atax-qualified Section 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on atax-advantaged basis. Plan participants are able to defer eligible compensation subject to the applicable annual limits set forth in the Code.Internal Revenue Code of 1986, as amended (the “Code”). In 2018,2021, we matched 50% of each dollar contributedthe first 6% of contributions by plan participants, subject to annual contribution limits set forth in the 401(k) plan up to an annual maximum of $2,500.Code. We have the ability to make discretionary contributions to the Section 401(k) plan but have not done so to date. The Section 401(k) plan is intended to be qualified under Section 401(a) of the Code with the plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As atax-qualified retirement plan, contributions to the Section 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the Section 401(k) plan.

Perquisites and Other Personal Benefits

Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our executive officers, including our named executive officers, except as generally made available to our employees, or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to award long-standing service to us, to make our executive officers more efficient and effective and for recruitment and retention purposes.

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In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our compensation and talent management committee.

Post-Employment Compensation Arrangements

We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualifiedhighly qualified executive officers. We included certain provisions for payments and benefits in the event of a termination of employment, including an involuntary termination of employment in connection with a change in control of our Company, in the initial employment offer letters and equity award agreements with certain of our named executive officers. However, inIn connection with our initial public offering in 2016, we adopted an executive severance plan (as amended and restated in June 2017, the “Amended and Restated Executive Severance Plan”) to provide more standardized severance payments and benefits to our executive officers and to supersede and replace the severance provisions in their employment offer letters or equity award agreements, if any, with payments and benefits that are aligned with competitive market practices as reflected by our compensation peer group.officers. In March 2018, we divided our Amended and Restated Executive Severance Plan into three separate plans, which we further amended in March 2022. Our three plans currently apply to our Chief Executive Officer (the “CEO Severance Plan”), our key executive officers and senior vice-president level employees (the “Key Executive Severance Plan”, together with our CEO Severance Plan, the “Executive Severance Plans”) and our vice president-level employees (the “VP Severance Plan”). Our Chief Executive Officer participates in the CEO Severance Plan and our other named executive officers participate in the Key Executive Severance Plan.

The Executive Severance Plans, as discussed in more detail in “Potential Payments Upon Termination or Change in Control—Executive Severance Plans” below are designed to help ensure the continued service of key executive officers in anthe event of a potential acquisition, context, to provide reasonable compensation to executive officers who leave our employ under specified circumstances and to align the interests of our executive officers and our stockholders when considering our long-term future.

We believe that the severance payments and benefits provided to our executive officers under the Executive Severance Plans (and for our Chief Operating Officer, the Key Executive Severance Plan and his negotiated employment offer letter) are appropriate in light of the post-employment compensation protections available to similarly-situated executive officers at companies in our compensation peer group and are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

We also believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. In order to encourage them to remain employed with us during an important time when their prospects for continued employment following the transaction are often uncertain, we provide our executive officers with the opportunity to receive additional severance protections during a change in control protection period. In addition, we provide additional payment and benefit protections if an executive officer voluntarily

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We do not provide excise tax payments (or“gross-ups”) relating to a change in control of our Company and have no such obligations in place with respect to any of our named executive officers.

For detailed descriptions of the post-employment compensation arrangements we maintain with our named executive officers, as well as an estimate of the potential payments and benefits payable to our named executive officers under their post-employment compensation arrangements, see “Employment Agreements or Offer Letters with Named Executive Officers” and “Potential Payments Upon Termination or Change in Control” below.

Other Compensation Policies and Practices

Equity Awards Grant Policy

Under our Amended and Restated Equity Award Grant Policy, we generally grant equity awards on a regularly scheduled basis to enhance the effectiveness of our internal control over our equity award grant process and to alleviate several of the burdens related to accounting for such equity awards. During 2018, our policy wasawards, as follows:

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Death Equity Acceleration Policy

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

Policy Prohibiting Hedging and Pledging of Equity Securities

Our Amended and Restated Insider Trading Policy prohibits our employees, including our executive officers, and thenon-employee members of our board of directors from engaging in any short sale and from buying or selling puts, calls, other derivative securities of our Company or any derivative securities that provide the economic equivalent of ownership of any of our Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of our Company’s securities or engage in any other hedging transaction with respect to our Company’s securities, at any time. In addition, our Insider Trading Policy prohibits our employees, including our executive officers, and thenon-employee members of our board of directors from using our Company’s securities as collateral in a margin account or from pledging our Company’s securities as collateral for a loan. Mr. Chew, our former Chief Product Officer, ceased to be employed by us as of May 17, 2021 and entered into pledging arrangements after his employment ceased with us.

Stock Ownership Policy

To further align the interests of our executive officers with those of our stockholders and to promote a long-term perspective in managing our Company, in April 2018, we adopted a stock ownership policy for our Chief Executive Officer and executive officers subject to Section 16 of the Exchange Act (“Section 16 Officers”), including each of our named executive officers. We amended and restated this stock ownership policy in September 2020 and in March 2022. In March 2022, we revised the stock ownership policy to, among other things, increase the salary-multiple for our named executive officers (other than our Chief Executive Officer) from one time to three times his or her annual base salary, eliminate pre-established share number thresholds, and eliminate vested but unexercised in-the-money options from the share ownership calculation.

Our stock ownership policy, as amended, requires each named executive officer to acquire and hold the lesser of (i) a number of shares of our Company’s common stock equal in value to a multiple of such named executive officer’s annual base salary or (ii) 48,500 shares of our Company’s common stock for our Chief Executive Officer and 15,500 shares of our Company’s common stock for our other named executive officers, in each case, until he or she ceases to be our Chief Executive Officer or a Section 16 Officer, as applicable. The multiple for our Chief Executive Officer is foursix times his annual base salary and the multiple for our other named executive officers is onethree times his or her annual base salary. For purposes of our stock ownership policy, we only count directly and beneficially owned shares, including shares purchased through our Company’s Employee Stock Purchase PlanESPP or Section 401(k) Plan, if applicable, and shares underlying vested RSUs that are held or deferred and shares underlying vested and unexercisedin-the-money stock options.deferred. Each named executive officer has threefive years from the later of his or her designation as our Chief Executive Officer or Section 16 officer,Officer, as applicable, or from the original effective date of the policy to obtain the required ownership level.

Compensation Recovery Policy

We intend to adopt a compensation recovery (“clawback”) policy once the SEC adopts final rules implementing the requirement of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In deciding to wait to adopt such a policy, our compensation committee considered the facts that we currently do not have a performance-based cash incentive plan for our executives and our only outstanding performance-based equity incentive awards are those granted to our Chief Operating Officer in 2017.

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Tax and Accounting Considerations

Deductibility of Executive Compensation

Generally,Under Section 162(m) of the Internal Code (“Section 162(m)”) disallows a federal income tax deduction for public corporations, compensation paid to each of remuneration in excess ofthe Company’s “covered employees” that exceeds $1 million paid in any fiscalper taxable year to certain specified executive officers. For taxable years beginning before January 1, 2018 (i) these executive officers consisted of a public corporation’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation is required to be disclosed to stockholders under the Exchange Act because they are our most highly-compensated executive officers and (ii) qualifying “performance-based compensation” was not subject to this deduction limit if specified requirements are met.

Pursuant to the Tax Cuts and Jobs Act of 2017, which was signed into law on December 22, 2017 (the “Tax Act”), for taxable years beginning after December 31, 2017, the remuneration of a public corporation’s chief financial officer is also subject to the deduction limit. In addition, subject to certain transition rules (which apply to remuneration provided pursuant to written binding contracts which were in effect on November 2, 2017 and which are not subsequently modified in any material respect), for taxable years beginning after December 31, 2017, the exemption from the deduction limit for “performance-based compensation” is no longer available. Consequently, for fiscal years beginning after December 31, 2017, all remuneration in excess of $1 million paid to a specified executive will not be deductible unless it qualifies for transitional relief applicable to certain binding, written performance-based compensation arrangements that were in place as November 2, 2017, and/or qualifies for the transitional rule for newly public companies. These changes will cause more ofgenerally non-deductible. Although our compensation to benon-deductible under Section 162(m) in the future and will eliminate the Company’s ability to structure performance-based awards to be exempt from Section 162(m).

In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, our compensationtalent management committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, our compensation committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of and changes in the tax laws, and other factors beyond our compensation committee’s control also affect the deductibility of compensation. Our compensation committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals and will continue to monitor developments under Section 162(m).

To maintainconsider tax implications as one factor in determining executive compensation, it also looks at other factors in making its decisions and retains the flexibility to compensateprovide compensation for our executive officers in a manner designed to promoteconsistent with the goals of our short-termexecutive compensation program and long-term corporate goals,the best interests of our stockholders, which may include providing for compensation committee has not adopted a policy that all compensation must be deductible. Our compensation committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result innon-deductible compensation expense.deductible by us due to the deduction limit under Section 162(m).

Taxation of “Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that the Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed to provide any executive officer, including any named executive officer, with a“gross-up” or other reimbursement payment for any tax liability that the executive officer might owe as a result of the application of Sections 280G or 4999 of the Code.

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Summary Compensation Table

The following table provides information regarding the total compensation, for services rendered in all capacities, that was paid to or earned by our named executive officers during the fiscal years ended December 31, 2016, 20172019, 2020 and 2018.2021.