TWILIO INC CLASS A (TWLO)
Sector: Information Technology
2026 Annual Meeting Analysis
TWILIO INC CLASS A · Meeting: June 16, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bell has served since March 2023 (just over 3 years), is independent, has no overboarding issues (no other public board seats), and the TSR trigger does not apply — Twilio's 3-year return of +158.3% outperforms the peer group median by +146.5pp, well above the 50pp threshold needed to trigger a vote against.
Immelt has served since 2019 and is independent; he holds seats at Bloom Energy and previously at other companies but currently holds 1 active public board seat beyond Twilio, well below the 4-seat overboarding threshold; the TSR trigger does not apply given Twilio's strong 3-year outperformance of its peer group by +146.5pp.
Robinson was appointed in March 2026 and has been a director for less than 24 months, which fully exempts him from the TSR underperformance trigger under policy; he has no other public board seats and brings relevant technology industry experience as former Co-President of Workday.
Rottenberg has served since 2016 and is independent; she has no other public board seats and no overboarding issues; the TSR trigger does not apply given Twilio's strong 3-year outperformance of the peer group median by +146.5pp, well below the 50pp threshold needed to trigger a vote against.
All four director nominees pass the policy screens. Twilio's 3-year stock return of +158.3% outperforms the company-disclosed peer group median by +146.5 percentage points, which is well above the strong-positive-TSR threshold of 50pp needed to trigger a vote against — so the TSR trigger does not fire for any director. Douglas Robinson is additionally exempt as a director appointed fewer than 24 months ago. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Khozema Shipchandler
Total Comp
$24,291,917
Prior Support
85%%
The proxy discloses that approximately 85% of votes cast supported the say-on-pay proposal at the 2025 annual meeting, well above the 70% threshold that would require demonstrated responsiveness. The company reports that 95% of CEO target compensation and 91% of other named executive officer target compensation is variable and at-risk, satisfying the policy requirement that at least 50-60% of senior executive pay be performance-based. The pay-for-performance alignment check is also satisfied: Twilio's 3-year stock return of +158.3% substantially outperforms the peer group median of +11.8% by +146.5 percentage points, meaning above-benchmark incentive pay is supported by strong shareholder returns.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,314,000
Non-Audit Fees
$28,000
Non-audit fees (tax fees of $28,000) represent less than 1% of audit fees ($5,314,000), far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for a $21.6B market cap company. No material restatements were identified.
Overall Assessment
This is a clean ballot for Twilio's 2026 annual meeting. All four director nominees pass the policy screens with no TSR, overboarding, attendance, or independence concerns, supported by Twilio's exceptional 3-year stock outperformance of its peer group by over 146 percentage points. The auditor ratification and say-on-pay votes are both straightforward approvals — KPMG's non-audit fees are negligible, and the executive compensation program is heavily performance-based with strong pay-for-performance alignment evidenced by the company's stock performance.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing