Twilio Inc

This non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation as disclosed in the proxy, providing feedback to the board and compensation committee but without legal effect. Management seeks approval to validate its pay‑for‑performance program that heavily weights variable compensation—primarily PSUs and RSUs—and annual cash bonuses tied to organic revenue growth and non‑GAAP income from operations. The Compensation Discussion and Analysis describes design changes in 2025, including reduced target equity award values, continued use of three‑year PSUs (70% free cash flow / 30% relative TSR) and a short‑term cash bonus metric with rigorous thresholds, all intended to align pay with durable, profitable growth. The board emphasizes responsiveness to stockholder engagement — cite prior say‑on‑pay support (~84‑85%) — and states it will consider voting results when setting future compensation. Because the vote is advisory, management frames it as an important signal from investors rather than a binding mandate; a significant negative vote would prompt outreach and potential program changes. The company highlights governance protections (independent compensation committee, independent compensation consultant, clawback policy, stock ownership guidelines and prohibition on option repricing) to justify the program. Risks and controversies include magnitude of equity grants and dilution, which management seeks to address via reduced grant sizes, a lowered share reserve request elsewhere in the proxy, and significant share repurchases that have offset dilution in recent years. The committee recommends “FOR” to affirm the design and to maintain flexibility to reward and retain talent while seeking continued alignment with stockholders’ expectations.

This management proposal asks shareholders to approve a comprehensive amendment and restatement of Twilio’s existing equity incentive plan, primarily to extend the plan’s term and to set a new fixed share reserve of 10.5 million shares (about 6.9% of outstanding stock as of February 17, 2026). Management frames the ask as necessary to preserve the company’s ability to grant equity awards critical for attracting, retaining and incentivizing talent; the proposal also removes an automatic annual “evergreen” increase to the plan reserve, tightens share‑recycling mechanics, disallows repricing without shareholder approval, and incorporates other governance best practices. The board emphasizes that the Restated Plan significantly reduces the share request relative to the Current 2016 Plan and that the compensation committee considered recent improvements in stock‑based compensation metrics, a sustained share repurchase program (approximately $3.9 billion repurchased 2023–2025), and forecasted grant needs when setting the requested level. Management also implemented an interim limit on grants under the current plan between the proxy date and the restatement date to bound potential near‑term dilution. The proposal is transactional in nature but has governance and compensation implications: approving it authorizes ongoing grants (options, RSUs, PSUs, SARs, and other award types) under the clarified terms and new features. Key investor concerns—dilution, burn rate and governance overhang—are countered by management with the reduced reserve, share repurchases, and tightened plan terms; however, shareholders must weigh the trade‑off between governance controls and the company’s stated need for equity to compete for talent. The board recommends a vote “FOR” and ties the request to broader compensation changes intended to reduce long‑term dilution and align incentives with profitable growth.

This proposal requests shareholder approval to amend and restate the company’s employee stock purchase plan to extend its term and reset the authorized share pool to 4,000,000 shares—a material reduction from the 12,361,051 shares previously available. Management argues that the Restated ESPP will allow Twilio to continue offering a competitive, broad‑based purchase program (85% of the lower of offering or exercise day price) that helps attract and retain employees globally, while placing clearer limits on future dilution by removing the automatic annual increase. The plan retains standard ESPP features—semi‑annual offerings, payroll deductions, limits on $25,000 annual purchase value and eligibility rules—while providing flexibility for global administration through subplans. The board frames the change as a conservative approach to plan sizing in light of recent reductions in equity grant practices and significant share repurchases, and it recommends a “FOR” vote to ensure continuity of the benefit for employees. Investor trade‑offs include the reduced share pool (which could constrain future employee participation if share prices change materially) versus the company’s stated desire to be accountable on dilution and maintain a market‑competitive ESPP. Operationally, no new shares are requested beyond the 4,000,000 reserve, and the plan will remain in effect until terminated by the board. The proposal is routine in form but strategically relevant to talent management and equity dilution policies, and the board recommends shareholder approval.