Donna Dubinsky
TWILIOAbout Donna Dubinsky
Donna Dubinsky (age 69) is an independent director of Twilio, serving since December 2018. She is a technology entrepreneur and operator: co‑founder of Numenta (CEO 2005–2022; Board Chair 2005–2024), co‑founder/CEO of Handspring (1998–2003; Acting CFO 2002–2003), and CEO of Palm (1992–1998). She served as Senior Counselor to U.S. Commerce Secretary Gina Raimondo (2022–2023). She holds a B.A. from Yale and an MBA from Harvard Business School. She currently serves on the Nominating & Corporate Governance Committee; the Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Numenta, Inc. | Co‑founder; Chief Executive Officer; Board Chair | CEO 2005–2022; Chair 2005–2024 | Machine intelligence company; long‑term leadership and governance |
| Handspring, Inc. | Co‑founder; President & CEO; Acting CFO | 1998–2003; Acting CFO 2002–2003 | Led PDA maker through growth and finance oversight |
| Palm Computing, Inc. | President & CEO | 1992–1998 | Early handheld computing pioneer; scale-up leadership |
| U.S. Dept. of Commerce | Senior Counselor to the Secretary | 2022–2023 | Public policy and regulatory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natcast, Inc. (non‑profit semiconductor research) | Director | Since 2023 | Sector oversight and public‑interest governance |
| Intuit Inc. | Director (prior) | Not disclosed | Prior public company board experience (outside last five years) |
| Yale University | Board member; Senior Fellow (2 years) | Not disclosed | Academic governance and leadership |
| Other public company boards (last 5 years) | None | — | No interlocks disclosed in last five years |
Board Governance
- Status: Independent director; Board determined Dubinsky meets NYSE independence criteria .
- Committees: Nominating & Corporate Governance Committee member (Chair: Erika Rottenberg; members: Dubinsky, Deval Patrick; 4 meetings in 2024; 100% independent) .
- Audit/Comp Committee: Not a current member; Audit (8 meetings, all independent) and Compensation & Talent Management (6 meetings, all independent) are chaired by other directors .
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Board Chair (Jeff Epstein); independent executive sessions conducted regularly .
- Tenure: Director since 2018; Class III nominee for term through 2028 .
Fixed Compensation
| Component | Value/Structure | Vesting/Timing | Notes |
|---|---|---|---|
| 2024 Total Director Compensation (RSUs only) | $301,890 | RSUs vest immediately upon grant | Aggregate grant-date fair value under ASC 718 |
| Annual Equity Grant (policy) | $250,000 in RSUs | Granted quarterly (Sep 15, Dec 15, Mar 15, mid‑June) | Fully vested at grant; shares determined by 30‑day avg closing price |
| Annual Board Retainer (equity) | $45,000 (raised to $60,000 in Apr 2025) | Quarterly RSUs | Amendments based on Compensia peer review |
| Committee Member Retainers (equity) | Audit $13,000; Compensation $10,000; Nominating/Gov $6,000 | Quarterly RSUs | Chairs receive higher retainers (Audit $26k; Comp $20k; NGC $12k) |
| Non‑Employee Director Compensation Policy | RSUs only; no cash | Quarterly grants | Designed to align director interests; policy reviewed with Compensia |
Other terms:
- Death equity acceleration policy: 2 years supplemental vesting upon death (directors and employees) .
- Annual cap: Total director comp capped at $750,000 per calendar year under the 2016 Plan .
- Expense reimbursement: Reasonable out‑of‑pocket expenses reimbursed .
- Deferred compensation: May defer RSUs into DSUs; paid in shares after departure/sale event/death .
Performance Compensation
| Performance-based element | Status |
|---|---|
| Performance metrics tied to director compensation (e.g., revenue growth, TSR, ESG) | None disclosed; non‑employee directors paid solely in time‑vested RSUs; no options or cash |
| Award vesting conditions | Quarterly RSUs fully vested at grant; acceleration on “sale event” per plan; not performance‑based |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards (last 5 years) | None |
| Prior public company boards | Intuit Inc. (dates not disclosed) |
| Non‑profit/academic | Yale University (Senior Fellow; board member); Natcast, Inc. (since 2023) |
| Interlocks and conflicts | None disclosed with competitors/suppliers/customers; see related‑party note below |
Expertise & Qualifications
- Founder/operator with scale‑up expertise (Palm, Handspring, Numenta); strategic leadership and innovation credentials .
- Governmental/regulatory insight from U.S. Commerce Senior Counselor role .
- Education: Yale (B.A.), Harvard Business School (MBA) .
- Board qualifications cited: Business strategy, innovation, executive leadership, technology landscape, start‑up to public company growth .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Donna Dubinsky | 9,451 | <1% (*) | Held as trustee of Shustek‑Dubinsky Family Trust |
| Accumulated DSUs (deferred RSUs) | 13,210 | N/A | DSUs excluded from beneficial ownership count |
Policies and alignment:
- Director stock ownership guidelines: 5x Annual Board Retainer; counts directly/beneficially owned shares and vested/held or deferred RSUs; five‑year phase‑in; all non‑employee directors compliant or within phase‑in as of Dec 31, 2024 .
- Prohibited hedging/pledging/short sales for directors (Insider Trading Policy) .
Insider Trades (Form 4 – 2024–2025)
Pattern: Quarterly RSU awards (A) and immediate intra‑filing gifts (G) aligned with quarterly grant dates; post‑transaction holdings disclosed.
Source: Insider trades skill output; Form 4 filings as linked.
Related-Party Exposure
- Numenta sublease: Twilio subleased 2,420 sq ft of its Redwood City office to Numenta (Dubinsky served as Numenta Board Chair through Nov 30, 2024). Initial term began Aug 1, 2021 with two optional 12‑month extensions. Renewals increased rent to $18,771.75/month effective Aug 1, 2022 and $19,334.90/month effective Aug 1, 2023; total rent paid by Numenta in 2024 was approx. $135,344. The sublease expired July 31, 2024 and was on market‑rate terms no less favorable than to unaffiliated parties; Audit Committee oversees related party transactions under policy .
Governance Assessment
-
Strengths
- Independence and expertise: Long‑tenured technology operator with public policy experience; independent director with committee service on Nominating & Corporate Governance .
- Alignment: RSU‑only director compensation, quarterly vesting, and stock ownership guidelines (5x board retainer) support skin‑in‑the‑game; prohibition on hedging/pledging enhances alignment .
- Engagement: Board and committee meeting cadence (9 board; 4 NGC in 2024) with minimum attendance met; all directors attended the 2024 annual meeting .
-
Watch items / RED FLAGS
- Related party transaction: Historical Numenta sublease while Dubinsky chaired Numenta; disclosed and stated at market terms, expired July 31, 2024. Continued vigilance on any future related‑party arrangements is warranted .
- Quarterly gifts of RSUs: Regular Form 4 gifts following awards suggest estate/charitable planning; not misaligned but reduces direct holdings; monitor for any pledging/hedging (prohibited by policy) and ongoing ownership versus guideline compliance .
-
Broader governance signals
- Independent Board Chair and executive sessions; proposals to declassify the board and eliminate supermajority voting provisions reflect shareholder‑responsive governance .