Deval Patrick
TWILIOAbout Deval Patrick
Deval Patrick (age 68) has served as an independent director of Twilio since January 2021 and is a member of the Nominating and Corporate Governance Committee. He is a Senior Partner at The Vistria Group (since 2024), was David R. Gergen Professor of the Practice at Harvard Kennedy School (2022–2024), a Senior Advisor at Bain Capital (2021–2023), founder/managing partner of Bain’s Double Impact Fund (2015–2019), and Governor of Massachusetts (2007–2015). He holds an A.B. from Harvard College and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth of Massachusetts | Governor | 2007–2015 | Executive leadership; public policy and economic oversight |
| Bain Capital | Senior Advisor | 2021–2023 | Investment oversight; impact investing advisory |
| Bain Capital Double Impact Fund | Founder & Managing Partner | 2015–2019 | Built impact investing strategy; portfolio leadership |
| Harvard Kennedy School | Professor; Co-Director, Center for Public Leadership | 2022–2024 | Public leadership and governance scholarship |
| The Vistria Group | Senior Partner (initially Senior Advisor) | 2024–present | Impact investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toast, Inc. | Director | 2021–present | Not disclosed |
| Cerevel Therapeutics Holdings, Inc. | Director | 2021–2024 | Not disclosed |
| American Well Corporation (Amwell) | Director | 2015–2019, 2020–2024 | Not disclosed |
| Environmental Impact Acquisition Corp. | Director | 2021–2022 | Not disclosed |
| Global Blood Therapeutics, Inc. | Director | 2015–2019, 2020–2022 | Not disclosed |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Erika Rottenberg; other members: Patrick, Donna Dubinsky) .
- Independence: Board determined Patrick independent under NYSE standards; all three key committees are fully independent .
- Attendance: In 2024, Twilio’s board held 9 meetings; each director attended at least 75% of board and applicable committee meetings .
- Committee activity: Nominating & Corporate Governance Committee held 4 meetings in 2024 .
- Board structure: Independent Board Chair (Jeff Epstein) separate from CEO since Jan 2024; independent directors meet in executive session regularly as needed .
- Class/tenure: Class III director; term expiring 2025; nominated to serve through 2028 .
Fixed Compensation
- Non-employee director pay is RSUs-only; no cash compensation .
- Annual Equity Grant: $250,000 in RSUs; granted in four quarterly installments (Sept 15, Dec 15, Mar 15, and June 15 or day before next annual meeting); each quarterly grant fully vests on grant date .
- Annual Board Equity Retainer: $45,000 in 2024; increased to $60,000 effective April 2025 .
- Committee equity retainers (member/chair, annual): Audit $13,000/$26,000; Compensation & Talent $10,000/$20,000; Nominating & Corporate Governance $6,000/$12,000 .
- Initial Equity Grant for new directors: $575,000 in RSUs vesting annually over three years (with pro-ration for mid-cycle appointments) .
| Item | 2023 | 2024 |
|---|---|---|
| Patrick stock awards (RSUs; grant date fair value) | $318,791 | $298,100 |
| Annual Board Equity Retainer (policy value) | $45,000 | $45,000 |
| Nominating & Corporate Governance Committee Member Retainer | $6,000 | $6,000 |
| Annual Equity Grant (policy value) | $250,000 | $250,000 |
- Vesting/administration: Number of RSUs determined by 30-day trailing average price; non-employee director awards fully accelerate upon a “sale event” (single-trigger acceleration) .
Performance Compensation
| Performance Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Revenue growth, profit, TSR, ESG metrics | No | Director compensation is RSUs-only, not performance-based |
Other Directorships & Interlocks
- Current and recent public boards are listed above; Twilio discloses committee independence and absence of interlocks affecting compensation governance (Compensation Committee interlocks: none) .
- Twilio engaged independent consultant Compensia for director pay benchmarking; pay remained RSU-only, aligned to peers .
Expertise & Qualifications
- Leadership in public and private sectors; public policy, investment, and economic expertise; multi-industry public board experience (biopharma, healthcare, technology) .
- Education: A.B. Harvard College; J.D. Harvard Law School .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | DSUs Accumulated | Notes |
|---|---|---|---|---|
| Deval Patrick | 2,058 | * (<1%) | 12,897 | DSUs reflect deferred RSUs; DSUs not counted as beneficial ownership |
- Stock ownership policy: Non-employee directors must hold shares equal to 5x Annual Board Retainer; directors are in compliance or within phase-in as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors; no margin/pledge allowed .
- Deferred compensation: Directors may elect to defer RSUs into DSUs, payable upon departure or sale event; Patrick elected deferral in 2024 .
Governance Assessment
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Strengths: Independent status; focused committee role on Nominating & Corporate Governance; regular executive sessions; independent chair and fully independent key committees; RSU-only director pay (no cash), quarterly, fully vested—simple, transparent; independent consultant (Compensia) for pay benchmarking .
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Alignment: Ownership policy at 5x retainer; DSU deferrals indicate long-term holding orientation; hedging/pledging prohibited .
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Attendance/engagement: Board met 9 times in 2024; each director attended at least 75%; Nominating Committee met 4 times .
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Shareholder signals: 2024 Say-on-Pay support ~84% (improved YoY), indicating broader investor confidence in compensation governance; while focused on executives, it reflects governance responsiveness .
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Potential watch items: Change-in-control treatment for director equity is single-trigger acceleration upon “sale event,” which some investors prefer to be double-trigger; beneficial share ownership is reported as <1% (common for outside directors at large caps) .
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Conflicts/related party: No related-party transactions disclosed involving Patrick; board’s independence review considered relationships and found no material conflicts .
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RED FLAGS: None disclosed specific to Patrick. No hedging/pledging, no tax gross-ups on perquisites, and no director cash fees support investor alignment .