Twilio (TWLO) Proxy filing summary

Executive summary

• Achieved first full-year GAAP operating profitability in 2025 and accelerated organic revenue growth to 13% year-over-year, with total revenue reaching $5.1 billion, up 14% from 2024.

• Reduced operating expenses, improved operational efficiency, and strengthened free cash flow profile, generating $945 million in free cash flow in 2025.

• Returned $3.9 billion to shareholders via share repurchases from 2023–2025, reducing shares outstanding by 18%.

• Transformed equity compensation practices, reducing stock-based compensation expense to 12% of revenue in 2025, with a target of 10% by 2027.

Voting matters and shareholder proposals

• Election of four directors: Charles Bell, Jeffrey Immelt, Douglas Robinson, and Erika Rottenberg.

• Ratification of KPMG LLP as independent auditor for fiscal year 2026.

• Advisory approval of executive compensation (say-on-pay).

• Approval of amended and restated 2016 Stock Option and Incentive Plan and Employee Stock Purchase Plan.

Board of directors and corporate governance

• Highly independent board (9 of 10 directors), with all committees fully independent.

• Separated roles of board chair and CEO; Jeff Epstein serves as independent board chair.

• Phasing out classified board structure, with full declassification by 2028.

• No supermajority voting provisions; one share, one vote structure.

• Regular board refreshment, adding five new independent directors since 2021.

• Annual board and committee evaluations, robust stockholder engagement, and succession planning processes.