Charles Bell
TWILIOAbout Charles Bell
Charles Bell (age 67) has served as an independent director of Twilio since March 2023 (Class I; current term expires at the 2026 annual meeting). He is Executive Vice President for Security, Compliance, Identity, and Management at Microsoft and previously led AWS utility computing at Amazon. He holds a B.A. in Business Administration (Information Systems) from California State University, Fullerton. The board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon.com, Inc. | VP, Infrastructure | 1998–2003 | Built foundational infrastructure; early cloud platform leadership |
| Amazon.com, Inc. | VP, eCommerce Platform | 2003–2005 | Led platform operations |
| Amazon.com, Inc. | VP, Utility Computing | 2005–2016 | Senior leadership in AWS utility computing |
| Amazon.com, Inc. | SVP, Utility Computing | 2016–2021 | Responsible for AWS utility computing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft, Inc. | EVP, Security, Compliance, Identity & Management | 2021–present | Senior executive overseeing cybersecurity/compliance; brings risk management expertise |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee is fully independent, chaired by Jeff Epstein, held 8 meetings in 2024; remit includes financial reporting oversight, major risk exposures (including privacy, information security, cybersecurity), related party transactions review, conflicts of interest and code of conduct .
- Independence and leadership: Board separated Chair and CEO roles in Jan 2024; Jeff Epstein serves as independent Board Chair. All committees are composed solely of independent directors. The board determined Bell is independent under NYSE standards and Rule 10A-3/10C-1 criteria .
- Attendance and engagement: The board held 9 meetings in 2024; each director attended at least 75% of board and applicable committee meetings; independent directors meet in executive sessions led by the chair .
Fixed Compensation
Twilio pays non-employee directors solely in RSUs; no cash retainers. Grants are made quarterly and vest immediately; initial grants vest over 3 years. Policy values and Bell’s 2024 compensation are below :
| Year | Component | Value | Vesting/Terms |
|---|---|---|---|
| 2024 | Annual Equity Grant | $250,000 | Granted quarterly (Sept 15, Dec 15, Mar 15, mid-June); fully vested at grant |
| 2024 | Annual Board Retainer (equity) | $45,000 | Quarterly grants; fully vested at grant (raised to $60,000 in Apr 2025) |
| 2024 | Audit Committee Member Retainer (equity) | $13,000 | Quarterly grants; fully vested at grant |
| 2024 | Independent Board Chair Retainer (equity) | $0 (not applicable to Bell) | Policy: $75,000 in 2024; increased to $100,000 in Apr 2025 |
| 2024 | Charles Bell—Stock Awards (RSUs) | $302,941 | Grant date fair value under FASB ASC 718 |
| 2024 | Outstanding RSUs (as of 12/31/2024) | 2,872 | Remaining RSUs held by Bell |
| Program | Initial Equity Grant (new directors) | $575,000 | Vests in equal annual installments over 3 years; prorated if elected off-cycle |
| Program | Sale Event Acceleration | N/A | Full acceleration of awards upon “sale event” under 2016 Plan |
Performance Compensation
Directors do not receive performance-based pay; there are no financial/ESG performance metrics tied to director compensation. Program features are below :
| Feature | Terms |
|---|---|
| Compensation mix | RSUs only; no cash retainers; employee directors receive no director pay |
| Quarterly grant timing | Sept 15, Dec 15, Mar 15, and mid-June or day before next AGM; fully vested at grant |
| Deferral program | RSUs may be deferred into DSUs until departure, sale event, or death; single lump-sum settlement |
| Change-in-control (sale event) | Full accelerated vesting of director awards |
| Death equity acceleration | Two years of supplemental vesting for directors’ time-based awards upon death |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (last 5 years) | None |
| Private/non-profit/academic boards | Not disclosed in proxy |
| Compensation committee interlocks | None involving Bell; 2024 compensation committee members were Immelt (Chair), Suzuki, Epstein; all independent |
Expertise & Qualifications
- Deep experience in internet IT, platform software, cloud computing and cybersecurity; executive leadership at Microsoft; former AWS utility computing leader at Amazon .
- Brings understanding of financial, operational, risk management, and regulatory compliance issues; supports audit committee oversight of cybersecurity and tech risk .
Equity Ownership
| Date | Beneficially Owned Shares | % of Outstanding | RSUs Outstanding | DSUs Accumulated | Notes |
|---|---|---|---|---|---|
| Mar 31, 2025 | — | <1% | 2,872 | 11,502 | DSUs from deferral elections; DSUs not counted as beneficially owned |
Stock ownership policy requires non-employee directors to hold shares equal to 5x the Annual Board Retainer (counts directly owned shares and vested RSUs/DSUs); all directors are in compliance or within the five-year phase-in as of Dec 31, 2024 .
Insider Trades
| Filing Date | Form | Description | Link |
|---|---|---|---|
| Jun 14, 2023 | Form 4 | Director RSU transaction (reported by Twilio) | |
| Sep 19, 2023 | Form 4 | Director RSU transaction (reported by Twilio) | |
| Dec 19, 2023 | Form 4 | Director RSU transaction (reported by Twilio) | |
| Mar 19, 2024 | Form 4 | Director RSU transaction (reported by Twilio) | |
| Jun 11, 2025 | Form 4 (PDF) | Director RSU transaction | |
| Sep 17, 2025 | Form 4 (XML) | 780 RSUs reported; vesting 09/15/2025 | |
| Sep 17, 2025 | Form 4 summary | News summary of RSU vesting |
Governance Assessment
-
Strengths:
- Independence and audit oversight: Bell is independent; serves on an all-independent Audit Committee with explicit oversight of privacy, cybersecurity and related party transactions—aligned with his domain expertise .
- Director pay alignment: RSUs-only program and quarterly immediate vesting avoids cash guarantees; stock ownership policy (5x board retainer) and DSU deferral enhance long-term alignment; hedging and pledging prohibited .
- Engagement: Board held 9 meetings in 2024; all directors met at least 75% attendance; independent directors meet in executive sessions .
-
Potential concerns/monitoring items:
- External executive role at Microsoft: While the board concluded independence, Microsoft’s broad ecosystem warrants continued monitoring for any vendor/customer relationships; audit committee reviews any related party transactions per policy (no Bell-related transactions disclosed) .
- Change-in-control acceleration: Full acceleration of director equity upon a sale event is shareholder-common but can be viewed as a dilution/continuity risk; investors should track equity grant levels and any policy changes .
- Ownership visibility: As of Mar 31, 2025, Bell reported no beneficially owned shares (DSUs/vested RSUs may be deferred and not counted); continued DSU deferral suggests alignment but reduces immediate voting ownership .
RED FLAGS currently not observed: No hedging/pledging, no option repricing, no excise tax gross-ups; no Bell-related party transactions disclosed; compensation committee independence maintained .