Deval Patrick - Director | TWILIO (TWLO) Executive Profile & Compensation

About 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

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 .
Alignment: Ownership policy at 5x retainer; DSU deferrals indicate long-term holding orientation; hedging/pledging prohibited .
Attendance/engagement: Board met 9 times in 2024; each director attended at least 75%; Nominating Committee met 4 times .
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 .
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) .
Conflicts/related party: No related-party transactions disclosed involving Patrick; board’s independence review considered relationships and found no material conflicts .
RED FLAGS: None disclosed specific to Patrick. No hedging/pledging, no tax gross-ups on perquisites, and no director cash fees support investor alignment .