Andrew Stafman
TWILIOAbout Andrew Stafman
Andrew Stafman (age 37) is an independent Class II director of Twilio, appointed in March 2024 pursuant to a cooperation agreement with Sachem Head Capital; his current term runs through 2027 . He serves on Twilio’s Audit Committee and brings an activist investor and private equity background, with a B.S. in Economics (Finance) from The Wharton School . The board highlights his addition as a stockholder representative providing valuable equity investor perspectives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sachem Head Capital Management LP | Partner | 2013–present | Led prominent activist positions and software-related investments |
| Silver Lake Partners | Associate | Prior to 2013 | Private equity experience in technology-enabled investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards in last 5 years) | — | — | “Other Public Company Board Experience within Last 5 Years: None” |
Board Governance
- Committee assignments: Audit Committee member; committee held 8 meetings in 2024; the committee is 100% independent, and members meet NYSE financial literacy/sophistication standards .
- Independence: Board determined Mr. Stafman is independent under NYSE standards .
- Board structure and attendance: Board held 9 meetings in 2024; each director attended at least 75% of board and committee meetings for their service period; all directors attended the 2024 annual meeting .
- Term/class: Class II director; current term expires in 2027 .
- Board leadership: Independent board chair (Jeff Epstein); all committees composed solely of independent directors .
- Appointment context: Appointed in March 2024 under a Cooperation Agreement with Sachem Head including director replacement rights if he departs, subject to specified ownership conditions; agreement remains in effect until set expiration triggers .
Fixed Compensation
Twilio pays non-employee directors solely in equity (RSUs); there is no cash retainer or cash meeting fees .
| Component | Structure / Amount | Vesting / Timing | Notes |
|---|---|---|---|
| Annual Equity Grant | $250,000 value in RSUs | Granted quarterly (Sep 15, Dec 15, Mar 15, and June 15 or day prior to AGM); each quarterly grant vests immediately on grant date | Equity-only approach approved by board; based on 30-trading-day average price |
| Annual Board Retainer (Equity) | $45,000 for 2024; increased to $60,000 in April 2025 | Granted quarterly, immediate vesting | Chair premium increased from $75,000 to $100,000 in April 2025 |
| Committee Retainers (Equity) | Audit: Chair $26,000; Member $13,000; Comp: Chair $20,000/Member $10,000; Nominating: Chair $12,000/Member $6,000 | Granted quarterly, immediate vesting | Determined by roles held during each quarterly period |
| Initial Equity Grant (on joining board) | $575,000 value in RSUs | Vests in equal annual installments over 3 years, with proration and initial vesting aligned to next annual meeting for mid-cycle appointees | For 2024, share count based on trailing 30-day average; accelerates on “sale event” |
| Annual cap & expenses | Non-employee director total comp cap $750,000/year; reasonable expenses reimbursed | — | — |
Individual 2024 compensation (equity-only):
- Stock awards (grant-date fair value): $646,811; includes Initial Equity Grant of 7,039 RSUs in March 2024; 6,376 RSUs outstanding as of Dec 31, 2024 .
Performance Compensation
Directors do not have performance-conditioned pay at Twilio; non-employee director compensation is delivered as time-based RSUs only (no cash, no performance metrics) .
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Financial/operational targets (e.g., revenue, EBITDA, TSR) | No | Director RSUs vest by service; quarterly grants vest immediately; initial RSUs vest time-based |
| Change in control acceleration | Yes (structural) | Awards subject to full accelerated vesting upon a “sale event,” per the 2016 Plan |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public boards (last 5 years) | None |
| Compensation committee interlocks | Company disclosed none for 2024 (across committee) |
Expertise & Qualifications
- Skills highlighted: Corporate strategy, finance, and corporate governance expertise from activist investing and private equity; provides investor perspective as a stockholder representative .
- Audit Committee service denotes financial literacy per NYSE; committee oversees financial reporting, risk (including cybersecurity/privacy), related-party transactions, code of conduct/conflicts, and auditor oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 3,669 shares of Class A common stock; <1% of outstanding |
| Ownership arrangement | Pursuant to an arrangement, upon receipt of such shares he granted all rights and interests in those shares to Sachem Head for no consideration; he, Sachem Head, SH Management, and Scott D. Ferguson may be deemed to share voting and investment control over such shares |
| RSUs outstanding (12/31/24) | 6,376 RSUs |
| Stock ownership policy | Directors must hold shares equal to 5x the Annual Board Retainer; counts directly owned and vested RSUs (including deferred); all directors compliant or within 5-year phase-in as of 12/31/24 |
| Hedging/pledging | Company policy prohibits hedging, pledging, and short sales |
Governance Assessment
-
Strengths
- Independent director with Audit Committee membership; board determined independence under NYSE rules .
- Attendance/engagement: Board met 9 times in 2024; each director met at least 75% attendance; all directors attended 2024 annual meeting .
- Alignment structure: Director pay is 100% equity (RSUs), with robust stock ownership guidelines (5x board retainer) and a prohibition on hedging/pledging .
- Governance environment: Independent board chair; fully independent committees; continuing shareholder-friendly governance changes (e.g., proposals to declassify board and eliminate supermajority) .
-
Risks / RED FLAGS
- Shareholder representative appointment via Cooperation Agreement with Sachem Head, including director replacement rights tied to Sachem Head’s holdings; this can create perceived alignment to a specific shareholder’s agenda rather than all shareholders .
- Ownership alignment nuance: Mr. Stafman assigned rights in his Twilio shares to Sachem Head and may be deemed to share voting/investment control with Sachem Head and affiliates; while common for fund representatives, it reduces direct personal “skin-in-the-game” and may raise conflict optics .
-
Net view
- Stafman brings investor-driven discipline and governance focus consistent with an Audit Committee role, within a governance framework trending more shareholder-friendly. However, the cooperation agreement and share assignment to Sachem Head warrant monitoring for potential conflicts or undue influence, particularly around strategic decisions and related-party oversight, which the Audit Committee directly reviews .
Board Governance (Additional Context)
| Attribute | Detail |
|---|---|
| Committee(s) | Audit Committee member |
| Audit meetings (2024) | 8 meetings |
| Board meetings (2024) | 9 meetings |
| Independence | Independent |
| Lead/Chair roles | None (Board Chair: Jeff Epstein, independent) |
| Years of service | Since 2024; current term to 2027 (Class II) |
| Appointment mechanics | Appointed March 2024 per Cooperation Agreement with Sachem Head; re-elected at 2024 AGM |
Director Compensation (2024 Detail)
| Item | Amount | Notes |
|---|---|---|
| Stock awards (grant-date fair value) | $646,811 | Equity-only; includes Initial Equity Grant |
| Initial Equity Grant | 7,039 RSUs | Vests over 3 years per policy (with proration for mid-cycle appointment) |
| Outstanding RSUs (12/31/24) | 6,376 RSUs | As of Dec 31, 2024 |
Twilio’s non-employee director compensation is set via the Non-Employee Director Compensation Policy and reviewed with Compensia; in April 2025, the Annual Board Retainer and Chair premium were increased to align with peers .
Related-Party & Conflicts Overview
- Cooperation Agreement with Sachem Head: Appointment and replacement rights for the Stafman seat subject to Sachem Head ownership thresholds and time-limited effectiveness; details incorporated by reference to the April 1, 2024 8‑K .
- Share assignment: Mr. Stafman’s director shares assigned to Sachem Head; shared voting/investment control may be deemed with Sachem Head, SH Management, and Scott D. Ferguson .
- Oversight: Audit Committee (of which he is a member) reviews related-party transactions and conflicts of interest under its charter .
Notes on Policies Supporting Alignment
- Deferred compensation program permits directors to defer RSUs into DSUs until departure, sale event, or death; some directors utilize DSUs, though no DSU balance is disclosed for Mr. Stafman for 2024 .
- RSU acceleration on company “sale event” for non-employee directors (2016 Plan) .
Summary Signals for Investors
- Positive: Independent Audit Committee member with strong finance/activist background; equity-only compensation and ownership policy promote alignment; board pursuing declassification and removing supermajority provisions .
- Monitor: Activist representative status and share assignment to Sachem Head create potential conflict optics; ensure robust recusal/oversight if matters implicate Sachem Head or its campaigns .