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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the

Securities Exchange Act of 1934 (Amendment

(Amendment No.     )

Twilio Inc.

(Name of Registrant as Specified In Its Charter)

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TWILIO INC.
375 BEALE

101 SPEAR STREET, SUITE 300
FIRST FLOOR

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 99:00 a.m. Pacific Time on Monday,Wednesday, June 12, 201716, 2021

Dear Stockholders of Twilio Inc.:

We cordially invite you to attend the 20172021 annual meeting of stockholders (the "“Annual Meeting"”) of Twilio Inc., a Delaware corporation, which will be held virtually onMondayWednesday,June 12, 2017 16, 2021 at 99:00 a.m. Pacific Time via live audio webcast on the Internet at Four Embarcadero Center, Promenade Level, Stanford Room, San Francisco, CA 94111www.virtualshareholdermeeting.com/TWLO2021, for the following purposes, as more fully described in the accompanying proxy statement:

1.    To elect twothree Class III directors to serve until the 20202024 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, 2017;2021;

3.    To ratifyconduct a non-binding advisory vote to approve the compensation of our 2016 Stock Optionnamed executive officers; and Incentive Plan to preserve our ability to receive corporate income tax deductions that may become available pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"); and

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

        With respectThe Annual Meeting will be held entirely online due to the electionCOVID-19 pandemic and to support the health and well-being of our employees, stockholders, directors and community. You will be able to attend the Class I directors, Scott Raney has notified our board of directors that he will not stand for reelectionmeeting, vote and submit your questions during the meeting atwww.virtualshareholdermeeting.com/TWLO2021. As always, we encourage you to vote your shares prior to the board of directors at the Annual Meeting. Mr. Raney has served on our board of directors since 2013, and we thank him for his years of service.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 17, 201719, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 17, 201719, 2021 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/ TWLO2021. 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 16, 2021, at 9:00 a.m. Pacific Time via live audio webcast at www.virtualshareholdermeeting.com/TWLO2021: On or about April 24, 2017,29, 2021, 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 2017 Annual Meeting of Stockholders (the "“Proxy Statement"”) and our Annual Report on Form 10-K for the fiscal year ended December 31, 20162020 (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. 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.

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We appreciate your continued support of Twilio.

By order of the Boardboard of Directors,directors,

Jeff Lawson

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

San Francisco, California

April 24, 201722, 2021

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

TableForward-looking statements represent our management’s beliefs and assumptions only as of Contentsthe 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.

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 17, 2017,19, 2021, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 61,580,643160,912,064 shares of our Class A common stock outstanding and there were 28,653,83210,338,302 shares of

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

This year, in light of the continued public health impact of the COVID-19 pandemic, our board of directors has again determined to hold a virtual Annual Meeting via live audio webcast in lieu of an in-person meeting in order to support the health and well-being of our employees, stockholders, directors and community. You will be able to vote and submit your questions during the meeting at www.virtualshareholdermeeting.com/TWLO2021. The health and safety of our employees, stockholders, directors and community is paramount and we believe that holding a virtual meeting will enable greater stockholder attendance and participation at the Annual Meeting by enabling stockholders to participate remotely from any location around the world. 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/TWLO2021 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 17, 2017.

        On19, 2021 and wish to virtually attend the day of the meeting, each stockholder will be required to present the following:

•

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



•

street name stockholders holding their shares through a broker, bank, trustee, or other nomineeAnnual Meeting, you will need to bring proofthe 16-digit control number, which is located on your Notice of beneficial ownership asInternet Availability of April 17, 2017, the record date, such as their most recent account statement reflecting their stock ownership prior to April 17, 2017,Proxy Materials or on your proxy card (if you receive a printed copy of the voting instruction card provided by their broker, bank, trustee, or other nominee, or similar evidence of ownership.

        Seatingproxy materials). Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.com. The webcast will begin at 8:00 a.m. and the meeting will beginstart at 9:00 a.m. Please note that seating is limited, Pacific Time on June 16, 2021. Stockholders may vote and you will be permitted entry on a first-come, first-served basis. ask questions while attending the Annual Meeting online.

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

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

What is the effect of giving a proxy?

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

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

In accordance with the rules of the Securities and Exchange Commission ("(“SEC"”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 24, 201729, 2021 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds 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"“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, 2017.2021. Your broker will not have discretion to vote on any other proposals, which are "non-routine"“non-routine” matters, absent direction from you.

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

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

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

We have adopted a procedure called "householding,"“householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials, to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:at (415) 914-1444 or:

Twilio Inc.

Attention: Investor Relations
375 Beale

101 Spear Street, Suite 300
First Floor

San Francisco, CaliforniaCA 94105

ir@twilio.com

We encourage stockholders to contact us by telephone or e-mail instead of physical mail to help ensure timely receipt of any request for proxy materials.

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

What is the deadline to propose actions for consideration at next year'syear’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year'syear’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 20182022 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than March 10, 2018.December 30,2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Twilio Inc.

Attention: Corporate Secretary
375 Beale

101 Spear Street, Suite 300
First Floor

San Francisco, California 94105

Our 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 stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our second amended and restated bylaws. To be timely for the 20182022 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•

not earlier than the close of business on February 8, 2018;11, 2022; and



•

timely notice to our Corporate Secretary in accordance with our second amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled "Stockholder Proposals"“Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our second amended and restated bylaws is available via the SEC'sSEC’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.

Jeffrey Epstein.    Mr. Epstein has served as a member of our board of directors since July 2017. Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined in November 2011 and has served as Co-Chief Executive Officer and Chief Financial Officer of Apex Technology Acquisition Corporation, which he co-founded in June 2019. Mr. Epstein has 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. Mr. Epstein has served on the audit committee

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

Jeffrey Immelt.    Mr. Immelt has served as a member of our board of directors since June 2019. Mr. Immelt is a venture partner of New Enterprise Associates (“NEA”), a venture capital firm, which he joined in 2018. From 2001 to 2017, Mr. Immelt served as chairman and chief executive officer of General Electric, a U.S. based multinational conglomerate. Prior to being appointed chief executive officer of General Electric, Mr. Immelt held several global leadership roles at General Electric from 1982 to 2000 in the Plastics, Appliances and Healthcare businesses. He was named one of the “World’s Best CEO’s” by Barron’s three times and currently serves on the board of NEA portfolio companies Collective Health, Desktop Metal and Radiology Partners and is a member of The American Academy of Arts & Sciences. He also has served as a director of Bloom Energy, a clean energy company, since November 2019 and Hennessy Capital Investment Corp. V, a special purpose acquisition company focused on clean technology, since January 2021. Mr. Immelt previously served as director of the Federal Reserve Bank of New York, a government-organized financial and monetary policy organization, as chairman of the U.S. Presidential Council on Jobs and Competitiveness and as a trustee of Dartmouth College. He holds a B.A in applied mathematics from Dartmouth College and an M.B.A. from Harvard University.

Mr. Immelt was selected to serve on our board of directors because of his experience as a senior executive of technology companies and as a director and chairman of publicly-held companies.

Deval Patrick.    Mr. Patrick has served as a member of our board of directors since January 2021. 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 founder and, from 2015 to 2020, was the Managing Director of Bain Capital Double Impact, a private equity fund which 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, and since January 2021, he has served on the board of directors of Cerevel Therapeutics Holdings, Inc., a biopharmaceutical company, and Environmental Impact Acquisition Corp., a special purpose acquisition company focused on sustainability companies. Mr. Patrick has also served on the board of directors of Toast Inc., a cloud-based restaurant software company, since February 2021. 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.

Erika Rottenberg.    Ms. Rottenberg has served as a member of our board of directors since June 2016. Ms. Rottenberg joined the Chan Zuckerberg Initiative in 2018 and serves as its Vice President and General Counsel. From 2008 to 2014, Ms. Rottenberg served as Vice President, General Counsel and Secretary at LinkedIn Corporation, a professional networking company. From 2004 to 2008, Ms. Rottenberg served as Senior Vice President, General Counsel and Secretary at SumTotal Systems, Inc., a talent management enterprise software company. From 1996 to 2002, Ms. Rottenberg served in several roles at Creative Labs, Inc., a computer peripheral and digital entertainment product company, including as

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

Continuing Directors

        Jeff Lawson.    See the section titled "Executive Officers" for Mr. Lawson's biographical information.

        Byron Deeter.    Mr. Deeter has served as a member of our board of directors since 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, including co-founder, President, Chief Executive Officer and Vice President of Business Development, at Trigo Technologies, Inc., a product information management company, which was acquired by IBM in 2004. From 1998 to 2000, Mr. Deeter served as an Associate at TA Associates, a private equity firm. From 1996 to 1998, Mr. Deeter served as an Analyst at McKinsey & Company, a business consulting firm. Mr. Deeter previously served on the board of directors of Cornerstone OnDemand, Inc., a talent management software company and Instructure, Inc., an educational technology company. Mr. Deeter holds a B.A. in Political Economy from the University of California, Berkeley.

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

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

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

        James McGeever.    Mr. McGeever has served as a member of our board of directors since 2012. Since 2016, Mr. McGeever has served as Executive Vice President at Oracle Corp., an enterprise software company. From 2000 to 2016, Mr. McGeever served in several roles, including Chief Financial Officer, Chief Operating Officer and President, at NetSuite Inc., a software company, which was acquired by Oracle in 2016. From 1998 to 2000, Mr. McGeever served as Controller for Clontech Laboratories, Inc., a biotechnology company, which was acquired by Becton, Dickinson and Company in 1999. From 1994 to 1998, Mr. McGeever served as Corporate Controller for Photon Dynamics, Inc., a capital equipment maker. Mr. McGeever holds a B.Sc. from the London School of Economics.

        Mr. McGeever was selected to serve on our board of directors because of his operating and management experience with technology companies, including in the areas of finance and accounting.

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 sevennine members. On April 12, 2017, Mr. Raney notified us of his decision not to stand for reelection to our board of directors at the Annual Meeting.

During our fiscal year ended December 31, 2016,2020, our board of directors held nineseven 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 Mr. McGeever, who attended 60% of such meetings.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 members of our board of directors then serving in such capacity attended our 2020 annual meeting of stockholders.

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

Audit Committee

Our audit committee consists of Messrs. McGeeverMr. Epstein and RaneyMses. Dubinsky and Ms. Rottenberg, with Mr. McGeeverEpstein serving as Chairperson. Mr. Raney, who is not standing for reelection to our board of directors at the Annual Meeting, will cease being a member of our board of directors effective immediately after the Annual Meeting. Each member of our audit committee meets the requirements for independence under the listing standards of the New York Stock ExchangeNYSE Listing Standards and SEC rules and regulations.rules. Each member of our audit committee also meets the financial literacy and sophistication requirements of the listing standards of the New York Stock Exchange.NYSE Listing Standards. In addition, our board of directors has determined that each of Mr. McGeeverEpstein and Ms. Dubinsky is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended or the (the “Securities Act.Act”). Our audit committee, among other things:

•

selects a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;



•

Compensation Committee

Our compensation committee consists of Mses.Ms. Donio and RottenbergMessrs. Immelt and Mr. McGeever,Patrick, with Ms. Donio serving as Chairperson. Each member of our compensation committee meets the requirements for independence under the listing standards of the New York Stock ExchangeNYSE Listing Standards and SEC rules and regulations.rules. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act or (“Rule 16b-3”). During fiscal year 2020, Mr. Dalzell also served on the compensation committee and an outsideresigned from the compensation committee effective April 1, 2021. Mr. Dalzell met the requirements for independence under the NYSE Listing Standards and SEC rules, and he is a non-employee director, as defined pursuant to Section 162(m) of the Code, or Section 162(m).Rule 16b-3. Our compensation committee, among other things:

•

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



•

Compensation Committee Interlocks and Insider Participation

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

Identifying and Evaluating Director Nominees

The board of directors has delegated to the nominating and corporate governance committee the responsibility of identifying suitable candidates for nomination to the board of directors (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in theseour corporate governance guidelines and the committee'scommittee’s charter. The nominating and corporate governance committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating and corporate governance committee deems to be appropriate in the evaluation process. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of director'sdirectors’ approval as director nominees for election to the board of directors.

Minimum Qualifications

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In its identification and evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, ethics, integrity, judgment, diversity, breadth and quality of experience, including lived experience, independence, skills, education, expertise, commitment to diversity and community, business acumen, length of service, understanding of our business and industry, potential conflicts of interest and the scope and breadth of other commitments. Nominees must also have proven achievement and competence in their field, the ability to offer advice and guidance to our management team, the ability to make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director. Director candidates must have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of directordirectors and committee responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directordirectors and applicable committee meetings.meetings and are encouraged to attend our annual meetings of stockholders. Other than the

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'sindividual’s name and qualifications to our General Counsel at Twilio Inc., 375 Beale101 Spear Street, Suite 300,First Floor, San Francisco, CA 94105, who will forward all recommendations to the nominating and corporate governance committee. The nominating and corporate governance committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Stockholder and Other Interested Party Communications

The board of directors provides to every stockholder and any other interested parties the ability to communicate with the board of directors, as a whole, and with individual directors on the board of directors through an established process for stockholder communication. For a stockholder communication directed to the board of directors as a whole, stockholders and other interested parties may send such communication to our General Counsel via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 375 Beale101 Spear Street, Suite 300,First Floor, San Francisco, CA 94105, Attn: Board of Directors c/o General Counsel.

For a stockholder or other interested party communication directed to an individual director in his or her capacity as a member of the board of directors, stockholders and other interested parties may send such communication to the attention of the individual director via U.S. Mail or Expedited Delivery Service to: Twilio Inc., 375 Beale101 Spear Street, Suite 300,First Floor, San Francisco, CA 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, 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, 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 website at https://investors.twilio.com and may also be obtained without

Our Commitment to Environmental, Social and Governance Matters

At Twilio, we recognize the codeimpact that a business can have on its surrounding community and environment, and we believe that an organization has the responsibility to be a good corporate citizen. We also value our employees and recognize the critical roles that they play in the achievement of our long-term goals and overall success. The following is intended as a summary of some of the steps we are taking to create a safe and inclusive workplace for our employees and to foster positive impact in our communities and for our stakeholders. More information about our environmental, social and governance efforts can be found in our 2020 Impact Report, available on the Governance section of our website at https://investors.twilio.com. Information referenced on our website does not constitute part of this proxy statement.

Board Oversight

We are committed to sound governance and oversight of our impact on the surrounding community and environment. This is one of the reasons that our nominating and corporate governance committee of the board of directors has direct oversight of our environmental, social and governance activities, programs and disclosure.

Environmental

We recognize the impact that companies can have on the environment and we are working to integrate sustainability initiatives into our business practices, including the evaluation of energy conservation and energy efficiency initiatives that can help reduce greenhouse emissions at our facilities. Our goal is to limit our impact on climate change and to carry out our business activities in a sustainable manner. As a business that is conducted largely online, our carbon footprint may be smaller than those of manufacturing or other businesses, but we still strive to limit our impact on climate change. We have also begun to measure our carbon footprint with the goal of reducing it in the future. Additionally, we are monitoring our water usage and creating a systematic global approach to responsibly dispose of our electronic waste, including through participation in vendor buy-back programs or e-cycling. Finally, we are fostering the promotion of conservation by recycling, composting, and source reduction in all of our offices globally.

Community Involvement and Philanthropy

We acknowledge our responsibility to the communities around us and believe that our social impact programs are beneficial for long-term shareholder value. The mission of Twilio.org, our social impact arm, is to fuel communications that give hope, power, and freedom with a 10-year goal to help one billion people every year. Since launching Twilio.org, we have learned that social responsibility is as critical to our success as a company as any other initiative, and we remain committed to investing our product, capital and employee time to do good. We actively reinvest revenue from our social impact programs back into doing more good, so that as we grow and scale as a company, we also increase our ability to generate social impact. We have seen social impact organizations use communications to solve some of the world’s biggest social and environmental problems. That’s why Twilio.org deploys our technology and product support to fuel potentially life-changing communications. For instance, Twilio.org has helped nonprofit organizations create a 24/7 SMS suicide prevention hotline, build programmable video applications connecting teachers and students for distance learning, and use voice and SMS to organize communities to exercise their rights to vote. Additionally, our crisis response and prevention initiative enables and improves communication efforts by non-profits, which in turn supports people experiencing crises.

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 $16 million in donations, grants and investments, consistent with its philanthropic goals.

During 2019, Twilio.org implemented the WePledge program to engage employees in doing good. Through the WePledge program, our employees pledge 1% of their time or financial resources toward causes they care about. In turn, we provide each employee with $500 in matching donations annually, ongoing community service opportunities, and 20 hours of paid volunteer time-off. We also make it easy for employees to donate a portion of their vested company equity in lieu of a cash donation. Since the program’s launch in September 2019, over one thousand of our employees have already taken the pledge to commit 1%, resulting in the donation of over one million dollars and over 7,000 volunteer hours that support more than 1,000 social impact organizations.

Compliance & Ethics

Our culture of integrity starts with our Corporate Governance Guidelines and Code of Conduct, and 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 ethics.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. Violation of the Code of Conduct may result in disciplinary action, up to and including termination of employment.

Data Protection

We are committed to protecting the privacy and data of our developer ecosystem, customers and users. We have implemented policies and procedures that facilitate compliance with applicable privacy laws, including the California Consumer Privacy Act (“CCPA”) and the General Data Protection Regulation (“GDPR”), and work to use privacy by design in our review and building processes. For example, in 2016, even before GDPR became effective, we started the process of putting in place our own Binding Corporate Rules (“BCRs”)—considered one of the highest global standards for data protection that a company can have. Our BCRs codify our guiding principles and approach to compliance with data protection laws when processing personal information.

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

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

Diversity & Inclusion

In 2020, we created our first set of company-wide racial justice and equity business priorities and measures.

We strive to fight against inequities in our systems, processes, and products and plan to hold ourselves accountable. We are invested in building a more diverse, equitable, and inclusive global workplace. At the Company we define these terms as:

In 2020, we also hired a chief diversity officer who established a Diversity, Equity and Inclusion (“DEI”) team, whose work builds off of a history of action within the Company.

We believe the Company needs a diversity of voices, leaders, and builders to be a best-in-class organization. To recruit a diverse workforce, we enacted the following programs in 2020:

Also, we aim to offer equitable opportunities for all employees to develop, succeed and lead by implementing equitable talent development mechanisms. In 2020, this included:

Finally, our Employee Resource Groups (“ERGs”) are voluntary, employee-led, and Company sponsored groups created to support and celebrate the shared identities and life experiences of communities within the Company. We believe ERGs also help us find, keep, and grow diverse talent. They are open to and welcoming of every Company employee, including identifying members of the various communities as well as allies. Company ERGs active in 2020 included: Black Twilions, Latinx @ Twilio, Remoties, Asians @ Twilio, Spectrum, The Family Nest, Twarriors, Twilipinos, Women @ Twilio, and Wonder.

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 the day-to-day management of risks the Company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

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

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

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

In order to attract and retain the individuals we desire to serve on our board of directors, we believe that it is appropriate to compensate our non-employee directors for their time and effort and to align their long-term interests with those of the Company and our stockholders.

Upon the recommendation of our compensation committee, in May 2016, our board of directors uponadopted a non-employee director compensation policy (as amended and restated from time to time, the recommendation of our compensation committee, adopted our “Non-Employee Director Compensation Policy”) for the compensation of our non-employee

the nominating and corporate governance committee chair from $7,000 to $10,000; (vii) increase the Initial Grant (as defined below) from $425,000 to $440,000; and (viii) pay all annual retainers for board membership, lead independent director and committee membership in the form of RSUs in lieu of cash compensation.

Our non-employee directors currently receive equity compensation in the form of RSUs, the following cash retainers and equity awards:values of which are as set forth below.

director’s death (such earliest date, the “Payment Event”). Upon the vesting of the RSUs, any amounts that would otherwise have been paid in shares of Company common stock will be converted into deferred stock units (“DSUs”) on a one-to-one basis and credited to the non-employee director’s deferral account. The DSUs will be paid in shares of Company Class A common stock on a one-to-one basis in a single lump sum (and will cease to be held in the non-employee director’s deferred account) as soon as practicable following the Payment Event.

Death Equity Acceleration Policy

See “Executive Compensation—Other Compensation Policies and Practices—Death Equity Acceleration Policy” which discusses 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 our non-employee directors, which was amended and restated in September 2020. Our stock ownership policy, as amended, requires our 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 four times (increased from three times in September 2020) the director’s annual 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. We only count directly and beneficially owned shares, including shares purchased through our Company’s 2016 Employee Stock Purchase Plan (as amended and restated, the “ESPP”) or 401(k) plan, if applicable, shares underlying vested RSUs that are held or deferred and shares underlying vested and unexercised in-the-money stock options. Each non-employee director has five years (increased from three years in September 2020) 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.

2020 Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors in fiscal year 2016.2020. Mr. Lawson, who is our Chief Executive

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of sevennine 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, twothree Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring.

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

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Richard DalzellJeff Lawson, Byron Deeter and Erika RottenbergJeffrey Epstein as nominees for election as Class III directors at the Annual Meeting. If elected, each of Mr. DalzellMessrs. Lawson, Deeter and Ms. RottenbergEpstein will serve as Class III directors until the 20202024 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“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"“FOR” the election of Mr. DalzellMessrs. Lawson, Deeter and Ms. Rottenberg.Epstein. We expect that Mr. DalzellMessrs. Lawson, Deeter and Ms. RottenbergEpstein 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. Broker non-votes will have no effect on this proposal.

Recommendation of the Board

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

EACH OF THE NOMINEES NAMED ABOVE.

PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed KPMG LLP ("KPMG"(“KPMG”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2017.2021. During our fiscal year ended December 31, 2016,2020, 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, 2017.2021. Our audit committee is submitting the appointment of KPMG to our stockholders because we value our stockholders'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 board of directorsaudit 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, 20152019 and 2016.2020.

PROPOSAL NO. 3
RATIFICATION

NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF 2016 STOCK OPTION AND INCENTIVE PLANOUR NAMED EXECUTIVE OFFICERS

Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-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 2016 Stock Optioncompensation 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, Incentive Plan (the "2016 Plan") becamein 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 committee believe that these policies and practices are effective in 2016implementing our compensation philosophy and in connectionachieving 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 our initial public offering. The 2016 Plan provides for the grant of awards to our eligible officers, employees, non-employee directors and consultants in the form of stock options, stock appreciation rights, restricted stock units, restricted stock awards, unrestricted stock awards, cash-based awards, performance share awards and dividend equivalent rights.

        Pursuant to Section 162(m)compensation disclosure rules of the Internal Revenue Code of 1986, as amended ("Section 162(m)")SEC.

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

RESOLVED, we generally may not deduct for federal income tax purposesthat the stockholders hereby approve, on a non-binding advisory basis, the compensation paid to certainthe Company’s named executive officers, toas disclosed in the extent that anyCompany’s proxy statement for the 2021 Annual Meeting of these persons receives more than $1 million in compensation in any single year. Compensation includes both cash compensation and compensation derived from equity awards. The executive officers whose compensation is subject to deduction limitation are those that constitute "covered employees" within the meaning of Section 162(m), which generally includes our Chief Executive Officer and certain of our most highly-compensated officers other than our Chief Financial Officer. However, if compensation qualifies as "performance-based" for Section 162(m) purposes, we may deduct it for federal income tax purposes even if it exceeds $1 million in a single year. Certain awards under the 2016 Plan can be designed to qualify as "performance-based" compensation within the meaning of Section 162(m). Certain awards made to our covered employees under the 2016 Plan that are granted and/or vest prior to our 2020 annual meeting of stockholders should not be subject to the cap on our tax deduction imposed by Section 162(m). However, for awards that are granted and/or become vested under our 2016 Plan to potentially qualify as "performance-based" compensation under Section 162(m) after our 2020 annual meeting of stockholders, our stockholders must approve the material terms, share limits, performance award dollar limit, and performance criteria of the 2016 Plan on or before such annual meeting.

        Therefore, our board of directors is seeking stockholder ratification of the 2016 Plan so that certain awards made to covered employees under the 2016 Plan, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-based awards and performance share awards subject to performance-based vesting, will continue to qualify as "performance-based compensation" under Section 162(m) beyond our 2020 annual meeting and therefore be eligible to be exempt from the cap on the Company's tax deduction imposed by Section 162(m).

        Because of the fact-based nature of the performance-based compensation exception under Section 162(m), we cannot guarantee that any awards under the 2016 Plan will qualify for exemption under Section 162(m). However, the 2016 Plan is structured with the intention that our compensation committee will have the discretion to make awards under the 2016 Plan that may qualify as "performance-based" compensation under Section 162(m). Subject to the requirements of Section 162(m), if the material terms under our 2016 Plan, including the annual equity grant share limitations, the performance award dollar limit and the performance criteria under which performance-based awards may be granted, are not approved by our stockholders, we will not make any further grants under the 2016 Plan to our "covered employees", or their successors, until such time, if any, as stockholder approval of a subsequent similar proposal is obtained.

        We are not seeking to change the number of shares of Class A common stock of the Company available for issuance under the 2016 Plan. Subject to adjustment for stock splits, stock dividends and similar events, the total number of shares of Class A common stock of the Company that can be issued under the 2016 Plan is 11,500,000 shares, as increased on January 1, 2017 and each January 1 thereafter by 5 percent of the number of shares of Class A and Class B common stock of the Company issued and outstanding on the immediately preceding December 31 (the "Annual Increase") or such lesser number of shares of Class A common stock of the Company as determined by the compensation committee in its sole discretion. The shares of Class A common stock issued by the Company under

REPORT OF THE AUDIT COMMITTEE
¹

The audit committee is a committee of the board of directors comprised solely of independent directors as required by the listing standards of theThe New York Stock Exchange and rules and regulations of the Securities and Exchange Commission ("SEC"(“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/. 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.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:

•

reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2020 and management’s report on internal control over financial reporting with management and KPMG;



•

Securities Act"), or under the Securities Exchange Act of 1934, as amended ("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.

Table of Contents

EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2017.2021. Our executive officers are appointed by, and serve at the discretion of, our board of directors and holdshold 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., an 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.

        Lee Kirkpatrick.Khozema Shipchandler.    Mr. KirkpatrickShipchandler has served as our Chief Financial Officer since May 2012.November 2018. From November 20102015 to December 2011,2018, Mr. KirkpatrickShipchandler served as Chief Financial Officerchief financial officer and executive vice president of SAY Media, Inc.,corporate development at GE Digital, an operational technology and infrastructure software company that is a digital media and advertising firm formed by the combinationdivision of VideoEgg, Inc. and SixApart, Ltd. From 2007 to 2010, Mr. Kirkpatrick served as Chief Operating Officer and Chief Financial Officer of VideoEgg, Inc., an online advertising network. From 2005 to 2006, Mr. Kirkpatrick served as Chief Operating Officer of Kodak Imaging Network at the Eastman KodakGeneral Electric Company, an imaginga publicly traded industrial technology company. From 20001996 to 2005,2015, Mr. KirkpatrickShipchandler served in severalvarious executive roles at Ofoto Inc., an online photography service, which was acquired by Eastman KodakGeneral Electric Company, in 2001, including as Chief Operating Officerchief financial officer, Middle East, North Africa and Chief Financial Officer. From 1998Turkey from 2011 to 2000,2013. Mr. Kirkpatrick served as Chief Financial Officer of iOwn, Inc., an online real estate services website, which was acquired by CitiMortgage, Inc. in 2001. From 1997 to 1998, Mr. Kirkpatrick served as Chief Financial Officer of HyperParallel, Inc., a data mining software company, which was acquired by Yahoo! Inc. in 1998. From 1988 to 1997, Mr. Kirkpatrick served in several roles at Reuters Group PLC, a financial information and news service company, including as Manager of Special Projects, District Finance Manager and Director of Finance and Operations. Mr. KirkpatrickShipchandler holds a B.S. in Business AdministrationB.A. from theIndiana University of Southern California and an M.B.A. from Columbia University.Bloomington.

George Hu.    Mr. Hu has served as our Chief Operating Officer since February 2017. From December 2014 to April 2016, Mr. Hu founded and 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.Salesforce.com, Inc., a leading provider of enterprise cloud computing applications. From 2001 to 2011, Mr. Hu served in a variety of other

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

Karyn Smith.    Ms. Smith has served as our General Counsel since September 2014. From October 2013 to August 2014, Ms. Smith served as Chief Operating Officer and General Counsel at Peek, Aren'tAren’t You Curious, Inc., a children'schildren’s clothing company. From January 2013 to August 2013, Ms. Smith served as General Counsel at Meltwater Group Inc., a software-as-a-service company. From August 2009 to June 2012, Ms. Smith served as Vice President and Deputy General Counsel at Zynga Inc., an online video game company. Prior to Zynga, Ms. Smith was a partner at Cooley LLP, a law firm, where she practiced law for 10 years. She currently serves on the boards of Icertis, a contract intelligence provider, the Business Software Alliance, a trade group that represents some of the world’s largest software makers, and USTelecom, a national trade association representing technology providers, innovators, suppliers and manufacturers committed to connecting the world through the power of broadband. Ms. Smith holds a Bachelor of Journalism from the University of Missouri, Columbia and a J.D. from Santa Clara University School of Law. On February 16, 2021, Ms. Smith informed us of her intent to resign from her position. Ms. Smith intends to continue to serve until her successor is identified and has moved into the role.

Fiscal 2020 Performance Highlights

In 2020, we continued to grow revenue and diversify our business, both internationally and across different customer sizes, and achieved the following significant financial and operational results:

Please refer to Appendix A of this proxy statement for a more detailed discussion of how we measure Active Customer Accounts and other key business metrics and for a reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations.

Fiscal 2020 Executive Compensation Highlights

Based on our overall operating environment and these results, our compensation committee took the following key actions with respect to the compensation of our named executive officers for 2020:

Pay-for-Performance Analysis

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

In 2020, 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 1% of our Chief Executive Officer’s target total direct compensation, while contingent (“variable”) pay, consisting of long-term incentive compensation in the form of equity awards, made up 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 percentages of target variable pay versus target fixed pay for our Chief Executive Officer and our other named executive officers in 2020:

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

Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Our compensation programscommittee evaluates our executive compensation program on at least an annual basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:

Annual Say-on-Pay Vote on Executive Compensation

The compensation committee considered the results of the non-binding stockholder advisory vote on the compensation of our named executive officers conducted at the June 3, 2020 Annual Meeting of Stockholders. As reported in our current report on Form 8-K, filed with the SEC on June 5, 2020, approximately 72% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Our board of directors and our compensation committee value our stockholders’ views on our executive compensation program, and we believe it is important to respond to stockholder input on our executive compensation program over time. In 2020, members of our management and Ms. Donio, the chair of our compensation committee, conducted a series of meetings with certain of our stockholders with the topics of discussion including our executive compensation and our efforts in various aspects of environmental, social and governance areas. In these meetings, aligning our executive compensation program with long-term stockholder value was discussed as a primary goal, but the perspectives on the mechanisms and design choices to achieve this goal were varied. Following these meetings, the compensation committee considered the topics discussed with such stockholders and determined 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. Given this, the compensation committee determined not to make any changes to our executive compensation program as a result of these discussions and the Say-on-Pay Vote. However, we intend to continue these discussions annually to continue to receive and consider feedback from our stockholders over time. Further, our board of directors has elected to conduct the Say-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our named executive officers each year. We will be conducting our annual Say-on-Pay Vote as described in Proposal No. 3 of this proxy statement at the 2021 Annual Meeting of Stockholders. Our board of directors and our compensation committee will consider the outcome of the Say-on-Pay Vote, as well as feedback received from our stockholders throughout the year, when making compensation decisions for our named executive officers in the future. The next Say-on-Pay Vote will be held at our 2022 Annual Meeting of Stockholders.

Executive Compensation Philosophy

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

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



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        Our compensation committee is responsible for the executive compensation programsBecause we do not have a cash bonus program for our executive officers, generally, our compensation 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 reportswill serve to attract and retain our executives. Further, our compensation committee tends to weight the target total direct compensation opportunities of our executive officers more heavily towards equity compensation. While our only outstanding performance-based equity incentive awards are those granted to our Chief Operating Officer in 2017 in connection with his hire, 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 will continue to review the current equity compensation trends as well as the feedback from our stockholders in regard to our executive compensation program.

Oversight of Executive Compensation Program

Role of the Compensation Committee

Our compensation 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 the non-employee members of our board of directors (as described further in “Board of Directors and Corporate Governance—Non-Employee Director Compensation” above). Our compensation 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 committee also oversees the annual evaluation of our executive 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 committee determines the target total direct compensation opportunities for our executive officers, including our named executive officers. Our compensation committee does not use a single method or measure in developing its recommendations, nor does it establish one specific target 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 committee generally begins its deliberations on its discussions, decisionscash and other actions. Our Chief Executive Officer makesequity compensation levels with reference to various percentile levels for cash compensation and target total direct compensation as reflected in competitive market data, with an intended result of weighting compensation more heavily towards equity compensation.

When formulating its recommendations for the respectiveamount of each compensation element and approving each compensation element and the target total direct compensation opportunity for our executive officers, that report to him toour compensation 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 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 committee consults with members of our management, including our Chief Executive Officer. Our management assists our compensation committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. Our compensation committee solicits and reviews our Chief Executive Officer’s recommendations and proposals with respect to adjustments to annual cash compensation, long-term incentive compensation opportunities, program structures and other compensation-related matters for our executive officers (other than with respect to himself) regarding base salary,his own compensation).

Our compensation committee reviews and short-termdiscusses these recommendations and long-termproposals with our Chief Executive Officer and considers them as one factor in determining the compensation including equity incentives, for our executive officers, based onincluding our results, another named executive officer's individual contribution toward these results, the executive officer's roleofficers. Our Chief Executive Officer recuses himself from all deliberations and performancedeterminations regarding his own compensation.

Role of his or her duties and his or her achievement of individual goals. Compensation Consultant

Our compensation committee then reviews the recommendations and other data, including variousengages an external independent compensation survey data and publicly-available data of our peers, and makes decisions asconsultant to the target total direct compensation for each executive officer, including our Chief Executive Officer, as well as each individual compensation element. While our Chief Executive Officer typically attends meetings of the compensation committee, the compensation committee meets outside the presence of our Chief Executive Officer when discussing his compensation and when discussing certain other matters, as well.

        Our compensation committee is authorized to retain the services of one or more executive compensation advisors, asassist it sees fit, in connection with the establishment of our executive compensation programs and related policies. In fiscal year 2016, the compensation committee continued to retain Compensia Inc., a national compensation consulting firm with compensation expertise relating to technology companies, to provide it with marketby providing information, analysis and other advice relating to our executive compensation on an ongoing basis. Theprogram and the decisions resulting from its annual executive compensation review. For 2020, our compensation committee engaged Compensia Inc.as its compensation consultant to among other things, assist inadvise on executive compensation matters, including competitive market pay practices for our executive officers, the selection of our compensation peer group, and data analysis. For 2020, the scope of Compensia’s engagement included:

The terms of Compensia’s engagement included reporting directly to our compensation committee and to our compensation committee chair. Compensia also coordinated with our management for data collection and job matching for our executive officers individuallyand provided data and analyses in connection with the review of our equity strategy. In 2020, Compensia did not provide any other services to us. In March 2020, our compensation committee evaluated Compensia’s independence pursuant to the NYSE Listing Standards and the relevant SEC rules and determined that no conflict of interest had arisen as well as in the aggregate, is competitive and fair. We do not believe the retentiona result of and the work performed by Compensia Inc. creates any conflictCompensia.

Use of interest.Market Data

Summary Compensation TableFor purposes of comparing our executive compensation against the competitive market, our compensation committee reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of industry, revenue and market capitalization.

Our compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group, and input from its compensation consultant. Accordingly, the peer group that was used for comparative purposes for 2020 was approved in September 2019.

In developing the compensation peer group for 2020, the following criteria were evaluated in identifying comparable companies:

Based on the foregoing, the peer group that was approved in September 2019 consisted of the following companies:

In September 2020, the compensation committee reviewed our compensation peer group and, upon the recommendation of its compensation consultant, added Ansys, Coupa Software, Fortinet, Intuit, Synopsys and The Trade Desk to the compensation providedpeer group and removed Dropbox, Guidewire

Software, Hubspot, New Relic, Paylocity Holding, Proofpoint and Zendesk. In developing this revised peer group for use in 2021, the following criteria were evaluated in identifying comparable companies:

Our compensation committee uses data drawn from our compensation peer group, as well as data from the Radford Global Technology executive compensation survey (the “Radford Survey”), to evaluate the competitive market when formulating its recommendation for the total direct compensation packages for our executive officers, including base salary and long-term incentive compensation opportunities. The Radford Survey provides compensation market intelligence and is widely used within the technology industry.

In addition, subsets of the Radford Survey were incorporated into the competitive assessment prepared by Compensia and used by our compensation committee to evaluate the compensation of our executive officers. Specifically, our compensation committee received a custom report of survey results reflecting only companies from our compensation peer group in addition to survey results tailored solely based on revenue. The Radford Survey data supplements the compensation peer group data and provides additional information for our named executive officers and other vice president positions for which there is less comparable public data available.

Individual Compensation Elements

In 2020, the fiscal year ended December 31, 2016 is set forth inprincipal elements of our executive compensation program, and the Summary Compensation Table below and accompanying footnotes and narrative that follow this section.purposes for each element, were as follows:

 Our

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 talented individuals.

Using the competitive market data provided by its compensation consultant, our compensation committee reviews and develops recommendations for adjusting the fiscal year ended December 31, 2016, which consistedbase salaries for each of our executive officers, including our named executive officers, as part of its annual executive compensation review. In

addition, the base salaries of our executive officers may be adjusted by our compensation committee in the event of a promotion or significant change in responsibilities.

Generally, our compensation committee sets base salaries with reference to various percentile levels of the competitive range of our compensation peer group and applicable executive compensation survey data. Since our initial public offering, we have evaluated the base salaries of our executive officers in the context of establishing their total cash compensation at levels that are consistent with the target total cash compensation of executive officers holding comparable positions at a public company.

In 2020, consistent with the recommendation of our Chief Executive Officer, and our two most highly compensatedcompensation committee determined to increase the base salaries of our executive officers other than our Chief Executive Officer, were:

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Jeff Lawson,Officer. In making these decisions, our compensation committee considered the current risks and challenges facing us, our decision to forego the adoption of an annual cash bonus program, its objective of gradually positioning the target total cash compensation of our executive officers at levels that are more consistent with those of a public company in our industry, as well as the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above. We recognize that our Chief Executive OfficerOfficer’s base salary is significantly lower than the peer group median, despite his success in the role and Chairperson;