UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

Twilio Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

TWILIO INC.

375 BEALE101 SPEAR STREET, SUITE 300FIRST FLOOR

SAN FRANCISCO, CALIFORNIA 94105

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m. Pacific Time on Tuesday,Wednesday, June 18, 20193, 2020

Dear Stockholders of Twilio Inc.:

We cordially invite you to attend the 20192020 annual meeting of stockholders (the “Annual Meeting”) of Twilio Inc., a Delaware corporation, which will be held virtually onTuesdayWednesday,June 18, 2019 3, 2020 at 9:00 a.m. Pacific Time atvia live audio webcast on the Stanford RoomInternet at Embarcadero Conference Center, Four Embarcadero Center, San Francisco, CA 94111www.virtualshareholdermeeting.com/TWLO2020, for the following purposes, as more fully described in the accompanying proxy statement:

1.    To elect twothree Class IIII directors to serve until the 20222023 annual meeting of stockholders and until their successors are duly elected and qualified;

2.    To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019;2020;

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

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

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

Our board of directors has fixed the close of business on April 22, 20196, 2020 as the record date for the Annual Meeting. Only stockholders of record on April 22, 20196, 2020 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

On or about April 26, 2019,22, 2020, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 20192020 Annual Meeting of Stockholders (the “Proxy Statement”) and our Annual Report on Form10-K for the fiscal year ended December 31, 20182019 (the “Annual Report”). The Proxy Statement and the Annual Report can be accessed directly at the following Internet address: http://materials.proxyvote.com/90138F. All you have to do is enter the control number located on your proxy card.

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

We appreciate your continued support of Twilio.

By order of the Board of Directors,

Jeff Lawson

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

San Francisco, California

April 26, 201922, 2020

Table of Contents

TWILIO INC.

PROXY STATEMENT

FOR

20192020 ANNUAL MEETING OF STOCKHOLDERS

PROCEDURAL MATTERS

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20192020 annual meeting of stockholders of Twilio Inc., a Delaware corporation (the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held virtually onTuesday,Wednesday,June 18, 20193, 2020 at 9:00 a.m. Pacific Time atvia live audio webcast. You will be able to attend the Stanford Room atvirtual Annual Meeting, vote your shares electronically and submit your questions during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/TWLO2020 and entering your sixteen-digit control number located on your proxy card. Embarcadero Conference Center, Four Embarcadero Center, San Francisco, CA 94111. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 26,22, 2019 to all stockholders entitled to vote at the Annual Meeting.

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

What matters am I voting on?

You will be voting on:

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

Our board of directors recommends a vote:

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 22, 2019,6, 2020, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 110,181,290128,613,795 shares of our Class A common stock outstanding and there were 16,035,84611,356,940 shares of our

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What is a quorum?

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

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

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

We will be hosting our Annual Meeting via live audio webcast only. If you plan to attend the meeting, you must beare a holder of Company sharesstockholder as of the record date of April 22, 2019.

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

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

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.2020. Your broker will not have discretion to vote on any other proposals, which are“non-routine” matters, absent direction from you.

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

Twilio Inc.

Attention: Corporate Secretary

375 Beale101 Spear Street, Suite 300First Floor

San Francisco, California 94105

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

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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

The following table sets forth the names, ages as of March 31, 2019,2020, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors:

Nominees for Director

Elena Donio.Richard Dalzell.    Ms. DonioMr. Dalzell has served as a member of our board of directors since February 2016. Since 2016, Ms. Donio has served as Chief Executive Officer at Axiom Global, a leading provider of tech-enabled legal services.March 2014. From 19981997 to 2016, Ms. Donio2007, Mr. Dalzell served in several roles at Amazon.com, Inc., ane-commerce and cloud computing company, including as Senior Vice President Executiveof Worldwide Architecture and Platform Software and Chief Information Officer. From 1990 to 1997, Mr. Dalzell served in several roles atWal-Mart Stores, Inc., a discount retailer, including as Vice President of the Information Systems Division. Mr. Dalzell currently serves on the board of directors of Intuit Inc., a software company. Mr. Dalzell previously served on the board of directors of AOL Inc. Mr. Dalzell holds a B.S. in Engineering from the United States Military Academy at West Point.

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

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. 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.

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 Manager of Worldwide SmallCounsel. From 2008 to 2014, Ms. Rottenberg served as Vice President, General Counsel andMid-Sized Businesses, Secretary at Concur Technologies,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 business traveltalent management enterprise software company. From 1996 to 2002, Ms. Rottenberg served in several roles at Creative Labs, Inc., a computer peripheral and expense management softwaredigital entertainment product company, which was acquired by SAP SE in 2014.including as Vice President, Strategic Development and General Counsel. From 19951993 to 1997,1996, Ms. DonioRottenberg served as Senior Manageran attorney at Deloitte ConsultingCooley LLP, a professional services firm. From 1992 to 1995, Ms. Donio served as Senior Consultant at Andersen Consulting LLP, a business consultinglaw firm. Ms. DonioRottenberg served on the board of directors of Nasdaq-listed Wix.com Ltd., a cloud-based web development platform, from 2014 to April 2020, and currently serves on the boards of Girl Scouts USA and the Silicon Valley Law Foundation. Ms. Rottenberg holds a B.A.B.S. in EconomicsSpecial and Elementary Education from the State University of New York at Geneseo and a J.D. from the University of California, San Diego.Berkeley, Boalt Hall School of Law.

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

Donna L. Dubinsky.    Ms. Dubinsky has served as a memberdirector of our board of directors since December 2018. Ms. Dubinsky was aco-founder of Numenta, Inc., a machine intelligence company, and has served as its Chief Executive Officer since 2005. Ms. Dubinsky alsoco-founded Handspring, a maker of PalmOS-based Visor- and Treo-branded personal digital assistants, and served as President and Chief Executive Officer of Handspring from 1998 to 2003, and as Acting Chief Financial Officer from 2002 to 2003. From

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Donna L.    Dubinsky. Ms. Dubinsky has served as a member of our board of directors since December 2018. Ms. Dubinsky was aco-founder of Numenta, Inc., a machine intelligence company, and has served as its Chief Executive Officer since 2005. Ms. Dubinsky alsoco-founded Handspring, a maker of PalmOS-based Visor- and Treo-branded personal digital assistants, and served as President and Chief Executive Officer of Handspring from 1998 to 2003, and as Acting Chief Financial Officer from 2002 to 2003. From 1992 to 1998, Ms. Dubinsky served as President and Chief Executive Officer of Palm Computing, Inc., one of the first companies to develop and design handheld computers and smartphones. From 1982 to 1991, Ms. Dubinsky served in a multitude of sales, sales support, and logistics functions at both Apple Inc. and Claris, an Apple software subsidiary. She currently serves on the boards of Numenta and Stanford Health Care in Palo Alto, CA. Ms. Dubinsky previously served on the board of Intuit Inc. and Yale University, including two years as Senior Fellow. Ms. Dubinsky holds a B.A. from Yale University, and an M.B.A. from Harvard Business School.

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

Jeffrey Epstein.    Mr. Epstein has served as a member of our board of directors since July 2017. Mr. Epstein is an Operating Partner at Bessemer Venture Partners, a venture capital firm, which he joined in November 2011.2011 and has served as Co-Chief Executive Officer and Chief Financial Officer of Apex Technology Acquisition Corp., a Nasdaq-listed blank check company, since April 2019. From September 2008 to April 2011, Mr. Epstein was Executive Vice President and Chief Financial Officer of Oracle Corporation, an enterprise software company. Prior to joining Oracle in 2008, Mr. Epstein served as chief financial officer of several public and private companies, including DoubleClick, an Internet advertising company, which was acquired by Google, Inc., King World Productions, a U.S production company and syndicator of television programming, which was acquired by CBS, and Nielsen’s Media Measurement and Information Group, an American information, data and measurement company. Since April 2003, Mr. Epstein haspreviously served as a director of Booking Holdings (formerly The Priceline Group, Inc.), a leading provider of online travel, and serves as a member of its Audit Committee and Compensation Committee. Since April 2012, Mr. Epstein has served as a member of the Board of Directors of Shutterstock, Inc., a global provider of licensed imagery, and serves as Chairman

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Dubinsky and Rottenberg do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the NYSE Listing Standards. In making these determinations, our board of directors considered the current and prior relationships that eachnon-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by eachnon-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

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Audit Committee

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

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Nominating and Corporate Governance Committee

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

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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 of experience, independence, skills, education, expertise, business acumen, length of service, understanding of our business and industry, potential conflicts of interest and 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 director and committee

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In light ofshelter-in-place restrictions currently in place due toCOVID-19, we encourage stockholders toe-mail any such communications to us at legalnotices@twilio.com to help ensure prompt receipt. Our General Counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, all such communications will be 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

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

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

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

Compliance & Ethics

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

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

Data Protection

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

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

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

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

Diversity & Inclusion

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

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

Risk Management

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

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

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in

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

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

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

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

During 2019, our compensation committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, as its compensation consultant to advise on, among other things,non-employee director

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Ournon-employee directors by $125,000 and $50,000, respectively, in order to more closely align withnon-employee director compensation across our peer group. Ournon-employee directorscurrently receive compensation in the form of the cash retainers and equity awards as set forth below.

Our policyNon-Employee Director Compensation Policy during fiscal year 20182019 provided that, upon initial election to our board of directors, eachnon-employee director would be granted restricted stock units (“RSUs”) having a value of $425,000 (the “Initial Grant”). In addition, on the date of each of our annual meetings of stockholders, eachnon-employee director who would continue as a member of our board of directors following such annual meeting of stockholders would be granted an annual award of RSUs having a value of $200,000 (the “Annual Grant”). During fiscal year 2018,2019, the number of RSUs for the Initial Grant and the Annual Grant were determined by dividing the applicable values by the average closing market price on The New York Stock Exchange (or such other market on which the Company’s Class A common stock is then principally listed) of one share of the Company’s Class A common stock over the trailing30-day period ending onfive business days before the last dayeffective date of the month immediately prior to the month of the grant date.grant. The Initial Grant vests in equal annual installments over three years, subject to continued service as a director through the applicable vesting dates. The Annual Grant vests in full on the earlier of (i) theone-year anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a “sale event,” as defined in our 2016 Stock Option and Incentive Plan (the(as amended and restated, the “2016 Plan”).

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

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

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

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The DSUs will be paid in shares of Company Class A common stock on aone-to-one basis in a single lump sum (and will cease to be held in thenon-employee director’s deferred account) as soon as practicable following the Payment Event.

Stock Ownership Policy

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

20182019Non-Employee Director Compensation Table

The following table provides information regarding the total compensation that was earned by or paid to each of ournon-employee directors in fiscal year 2018.2019. Mr. Lawson, who is our Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Mr. Lawson, as a named executive officer, is presented in “Executive Compensation—Summary Compensation Table”.Table.”

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

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

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

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Elena DonioRichard Dalzell, Jeffrey Immelt and Donna L. DubinskyErika Rottenberg as nominees for election as Class IIII directors at the Annual Meeting. If elected, each of Mses. DonioMessrs. Dalzell and DubinskyImmelt and Ms. Rottenberg will serve as Class IIII directors until the 20222023 annual meeting of stockholders and until their successors are duly elected and qualified. Each of the nominees is currently a director of our Company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mses. DonioMessrs. Dalzell and Dubinsky.Immelt and Ms. Rottenberg. We expect that Mses. DonioMessrs. Dalzell and DubinskyImmelt and Ms. Rottenberg 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. Brokernon-votes will have no effect on this proposal.

Recommendation of the Board

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

EACH OF THE NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed KPMG LLP (“KPMG”), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2019.2020. During our fiscal year ended December 31, 2018,2019, KPMG served as our independent registered public accounting firm.

Notwithstanding the appointment of KPMG, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our Company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for our fiscal year ending December 31, 2019.2020. Our audit committee is submitting the appointment of KPMG to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of KPMG will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.

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

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our Company by KPMG for our fiscal years ended December 31, 20172018 and 2018.2019.

Auditor Independence

In our fiscal year ended December 31, 2018,2019, there were no other professional services provided by KPMG, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of KPMG.

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PROPOSAL NO. 3

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

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

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

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

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

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

RESOLVED, that the stockholders hereby approve, on anon-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 20192020 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative discussions that accompany the compensation tables.

Vote Required

The approval of this advisorynon-binding proposal requires the affirmative vote of a majority of the voting power of the shares of our common stock present in personvirtually or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote against“against” this proposal, and brokernon-votes will have no effect.

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

Recommendation of the Board

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

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REPORT OF THE AUDIT COMMITTEE

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

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

Based on the audit committee’s review and discussions with management and KPMG, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form10-K for the fiscal year ended December 31, 20182019 for filing with the SEC.

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

Jeffrey Epstein (Chair)

Richard Dalzell

Donna L. Dubinsky

Erika Rottenberg

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

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EXECUTIVE OFFICERS

The following table identifies certain information about our executive officers as of March 31, 2019.2020. Our executive officers are appointed by, and serve at the discretion of, our board of directors and hold office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Executive Officers

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

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

Khozema Shipchandler.    Mr. Shipchandler has served as our Chief Financial Officer since November 2018. From 2015 to 2018, Mr. Shipchandler served as chief financial officer and executive vice president of corporate development at GE Digital, an operational technology and infrastructure software company that is a division of General Electric Company, a publicly traded industrial technology company. From 1996 to 2015, Mr. Shipchandler served in various executive roles at General Electric Company, including as chief financial officer, Middle East, North Africa and Turkey from 2011 to 2013. Mr. Shipchandler holds a B.A. from Indiana 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., a leading provider of enterprise cloud computing applications. From 2001 to 2011, Mr. Hu served in a variety of other management roles at Salesforce.com, Inc., including Vice President of Product Marketing, Senior Vice President of Applications, Executive Vice President of Products, and Chief Marketing Officer. Mr. Hu currently serves as a member of the Board of Directors and Compensation Committee of Yelp Inc. Mr. Hu holds an A.B. in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business.

Chee Chew.    Mr. Chew has served as our Chief Product Officer since January 2019. From December 2014 to January 2019, Mr. Chew served as Vice President of Consumer Engagement at Amazon.com, Inc., ane-commerce electronic commerce and cloud computing company. From April 2007 to December 2014, Mr. Chew served as Vice Presidentin a variety of Engineeringroles at Google LLC, a multinational technology company that specializes in Internet-related services and products. From June 1993 to April 2007, Mr. Chew served in a variety of

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roles at Microsoft Corporation, 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’t You Curious, Inc., a children’s clothing company. From January 2013 to August 2013, Ms. Smith served as General Counsel at Meltwater Group Inc., asoftware-as-a-service company. From August 2009 to June 2012, Ms. Smith served as Vice President and Deputy General Counsel at Zynga Inc., an online video game company. Prior to Zynga, Ms. Smith was a partner at Cooley LLP, a law firm, where she practiced law for 10 years. She currently serves on the boards of the Business Software Alliance, a trade group that represents some of the world’s largest software makers, and the United States Telecom Association (USTelecom), a national trade association that represents telecommunications-related businesses based in the United States. Ms. Smith holds a Bachelor of Journalism from the University of Missouri, Columbia and a J.D. from Santa Clara University School of Law.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation program for our named executive officers. During the fiscal year ended December 31, 2018,2019, these individuals were:

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2018.2019. It also provides an overview of our executive compensation philosophy and objectives. Finally, it discusses how our compensation committee of our board of directors arrived at the specific compensation decisions for our executive officers, including our named executive officers, for 2018,2019, including the key factors that our compensation committee considered in determining their compensation.

Chief Financial Officer Transition

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

Executive Summary

Business Overview

We are the leader in the Cloud Communications Platform category. We enable developers to build, scale and operatereal-time communications within their software applications via oursimple-to-use Application Programming Interfaces (“APIs”). The power, flexibility and reliability offered by our software building blocks empowers companies of virtually every shape and size to buildworld-class engagement into their customer experience.

Our platform consists of three layers: ourWe offer a Customer Engagement Cloud, Programmable Communications Cloud and Super Network. Our Engagement CloudPlatform with software is designed to address specific use cases like account security and contact centers and is a set of APIs that handles the higher levelhigher-level communication logic needed for nearly every type of customer engagement. These APIs are focused on the business challenges that a developer is looking to address, allowing our customers to more quickly and easily build better ways to engage with their customers throughout their journey. Our Programmable Communications Cloud software isWe also offer a set of APIs that enables developers to embed voice, messaging, video and email capabilities into their applications. The Programmable Communications Cloud isapplications and are designed to support almost all the fundamental ways humans communicate, unlocking innovators to address just about any communication market. The Super Network is our software layer that allows our customers’ software to communicate with connected devices globally. It interconnects with communications networks and inbox service providers around the world and continually analyzes data to optimize the quality and cost of communications that flow through our platform. The Super Network also contains a set of APIs that gives our customers access to more foundational components of our platform, like phone numbers.

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Fiscal 20182019 Performance Highlights

During 2018,2019, we continued to grow revenue and diversify our business:business and achieved significant financial and operational results:

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

Fiscal 2019 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 2018:2019:

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our other executive officers, including our other named executive officers. The following charts show the

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AnnualSay-on-Pay Vote on Executive Compensation

The compensation committee considered the results of thenon-binding stockholder advisory votesvote on the compensation of our named executive officers conducted at the June 14, 201818, 2019 Annual Meeting. As reported in our current report on Form8-K, filed with the SEC on June 19, 2018,21, 2019, approximately 98%94.5% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, the

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single method or measure in developing its recommendations, nor does it establish one specific targetstarget for the total direct compensation opportunities of our executive officers. Rather, it retains flexibility to pay our executive officers within certain ranges. Nonetheless, our compensation committee generally begins its deliberations on cash and equity compensation levels with reference to various percentile levels for cash compensation and target total direct compensation as reflected in competitive market data.data, with an intended result of weighting compensation more heavily towards equity compensation.

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Role of Compensation Consultant

Our compensation committee engages an external independent compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2018,2019, our compensation committee engaged Compensia as its compensation consultant to advise on executive compensation matters, including

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Based on the foregoing, the peer group that was approved in June 20172018 consisted of the following companies:

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Base Salary

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

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

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our stock price, and, therefore, these awards are an incentive for our executive officers, including our named executive officers, to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market.

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

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After considering the factors described in “Oversight of Executive Compensation Program—Compensation-Setting Process” above, our compensation committee approved the following equity awards for our then-existing named executive officers in 20182019 as part of its annual executive compensation review:

Mr. Shipchandler did not receive an annual equity grant in 2019 since he received equity awards in connection with his commencement of employment with us in November 2018.

In connection with the appointment of Mr. ShipchandlerChew as our Chief FinancialProduct Officer our compensation committee approved the grant of thein January 2019, he received equity awards as described in the section titled “Executive Summary—Executive Compensation Highlights—Appointment of new Chief FinancialProduct Officer” above.

Stock Options

We believe that stock options provide a strong reward for growth in the market price of our common stock as their entire value depends on future stock price appreciation, as well as a strong incentive for our executive officers to remain employed with our Company as they require continued service to our Company through the vesting period. In 2018,2019, the stock options to purchase shares of our Class A common stock that were granted by our compensation committee to ournon-new hire named executive officers generally havehad a10-year termterm. To balance retention and generally vestincentive dynamics for the 2019 stock option grants, the vesting schedule for such grants were set as to 1/48thfollows: 33% of the shares subject to the stock option generally vest on each month followingof the second and third anniversaries of the “vesting commencement date” (February 15,(December 31, 2018) overand 34% of the following four years,shares subject to the stock option vest on the fourth anniversary of the vesting commencement date, subject to continued serviceemployment through each such vesting date. Stock options granted by our compensation committee to new hires, including Mr. Shipchandler,Chew, generally have a10-year term and generally vest as to 25% of the shares subject to the stock option on the first anniversary of the employment commencement date and 1/48^th of the shares subject to the stock option each month thereafter for the following three years, subject to continued service through each such vesting date.

In 2017, we granted performance-based stock options to our Chief Operating Officer in connection with his hiring, pursuant to arms’ length negotiations and our consideration, at his time of hire, of the

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shares than stock options, are less dilutive to our stockholders. In 2018,2019, similar to the stock option grants, in order to balance retention and incentive dynamics for the time-based RSUsRSU grants that may be settled forin shares of our Class A common stock, thatthe vesting schedule for such grants were granted by our compensation committee to ournon-new hire named executive officers generally vestset as to 1/16^thfollows: 33% of the shares subject to the award generally vest on May 15, 2018each of the second and then as to 1/16^ththird anniversaries of the “vesting commencement date” (December 31, 2018) and 34% of the shares subject to the award each quarter thereaftervest on August 15, November 15, February 15, and May 15, as applicable, for the next 15 quarters,fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued employment with us through each applicablesuch vesting date. Time-based RSUs that may be settled in shares of our Class A common stock that were granted by our compensation committee to new hires, including Mr. Shipchandler,Chew, generally vest as to 25% of the shares subject to the award on the first anniversary of the first August 15, November 15, February 15 or May 15 to occur following the employment commencement date and 1/16^th of the shares subject to the award each quarter thereafter for the following three years, subject to continued employment through each such vesting date.

The equity awards granted to our named executive officers in 20182019 are set forth in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below.

Health and Welfare Benefits

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

In addition, we maintain atax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on atax-advantaged basis. Plan participants are able to defer eligible compensation subject to the applicable annual limits set forth in the Code.Internal Revenue Code of 1986, as amended (the “Code”). In 2018,2019, we matched 50% of each dollar contributedthe first 6% of contributions by plan participants, subject to annual contribution limits set forth in the 401(k) plan up to an annual maximum of $2,500.Code. We have the ability to make discretionary contributions to the 401(k) plan but have not done so to date. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the plan’s related trust intended to be tax exempt under Section 501(a) of the Code. As atax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Perquisites and Other Personal Benefits

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

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believe that reimbursing our Chief Executive Officer for the HSR filing fee and its related legal fees and tax consequences was consistent with our decision to continue to compensate him almost entirely through equity-compensation arrangements. Absent this regulatory filing, our Chief Executive Officer would not be able to participate in our long-term incentive compensation program and, therefore, we determined that it was appropriate for us to reimburse him for this filing fee and any related tax liabilities.

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

Post-Employment Compensation Arrangements

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

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

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

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

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transactions that are in the best interests of our stockholders regardless of whether those transactions may result in their own job loss. Reasonable post-acquisition payments and benefits should serve the interests of both the executive officer and our stockholders.

To protect theour Company’s interests, we require all participants of the Executive Severance Plans to sign a standard form of release prior to receiving any severance payments or benefits under the applicable plan.

In addition, except with respect to the equity awards granted to our Chief Operating Officer in connection with his negotiated employment offer letter, under the Executive Severance Plans, all payments and benefits provided in the event of a change in control of the Company are payable only if there is a qualifying loss of employment by a named executive officer (commonly referred to as a “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if the vesting of equity awards accelerated automatically as a result of the transaction.

As a result of arm’s length negotiations at the time of hire, a portion of our Chief Operating Officer’s performance-based stock options vest automatically in the event of a change in control of our Company. Specifically, if the conditions applicable to a performance-based stock option are satisfied, then the stock option will immediately vest with respect to 50% of the shares subject thereto and will thereafter vest in equal monthly installments over 24 months with respect to the remaining shares subject thereto, in each case, subject to our Chief Operating Officer’s continued employment with us through each applicable vesting date.

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

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

Other Compensation Policies and Practices

Equity Awards Grant Policy

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

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held or deferred and shares underlying vested and unexercisedin-the-money stock options. Each named executive officer has three years from the later of his or her designation as our Chief Executive Officer or Section 16 officer,Officer, as applicable, or from the effective date of the policy to obtain the required ownership level.

Compensation Recovery Policy

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

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Taxation of “Parachute” Payments

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

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Summary Compensation Table

The following table provides information regarding the total compensation, for services rendered in all capacities, that was paid to or earned by our named executive officers during the fiscal years ended December 31, 2016, 2017, 2018 and 2018.2019.

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