Erika Rottenberg
TWILIOAbout Erika Rottenberg
Erika Rottenberg (age 62) has served on Twilio’s board since 2016 and is an independent director with deep corporate governance, legal, privacy, and security expertise. She is Chair of the Nominating and Corporate Governance Committee, with prior executive legal leadership roles at LinkedIn and the Chan Zuckerberg Initiative, and holds a J.D. from UC Berkeley Law and a B.S. from SUNY Geneseo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chan Zuckerberg Initiative | Strategic Advisor; previously VP & General Counsel | 2022–2023; 2018–2022 | Executive legal leadership; governance and compliance |
| VP, General Counsel & Secretary | 2008–2014 | Enterprise legal, corporate governance, privacy/security/IP | |
| SumTotal Systems | SVP, General Counsel & Secretary | 2004–2008 | Enterprise software legal and governance |
| Creative Labs | VP, Strategic Development; General Counsel | 1996–2002 | Corporate development; legal |
| Cooley LLP | Attorney (corporate and employment law) | 1993–1996 | Corporate/employment practice |
External Roles
| Company | Role | Tenure |
|---|---|---|
| Wix.com Ltd. | Director | 2014–2020 |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member roster includes Rottenberg, Dubinsky, Patrick; 2024 meetings: 4 (100% independent) .
- Independence: The board determined Rottenberg is independent under NYSE standards; all three standing committees are fully independent .
- Board leadership and executive sessions: Independent Board Chair (Jeff Epstein); independent directors meet in executive session regularly after board/committee meetings .
- Attendance: In 2024, the board held 9 meetings; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
Twilio pays non-employee directors solely in RSUs (no cash), delivered as an Annual Equity Grant plus Annual Equity Retainers for board/committee roles. Quarterly grants are fully vested at grant. Program values and Erika’s 2024 outcomes below .
| Component | 2024 Value ($) | Notes |
|---|---|---|
| Annual Equity Grant | 250,000 | Granted in four quarterly installments; fully vested at grant |
| Annual Board Retainer | 45,000 | Increased to 60,000 effective April 2025 |
| Nominating & Corporate Governance Chair Retainer | 12,000 | Chair retainer; member retainer was 6,000 |
| Total Stock Awards (grant-date fair value) – Rottenberg | 312,998 | RSUs only; 2024 aggregate fair value under FASB ASC 718 |
Additional policy notes:
- Independent Board Chair retainer increased from $75,000 to $100,000 in April 2025 (not applicable to Rottenberg) .
- Directors may elect DSU deferrals; four directors had DSU balances, but Rottenberg is not listed among them .
- Director stock ownership guidelines: 5× Annual Board Retainer; all non-employee directors were in compliance or within phase-in as of 12/31/2024 .
Performance Compensation
- None disclosed for non-employee directors. Twilio does not use performance bonuses, options, or PSUs for directors; compensation is delivered via RSUs only and quarterly grants vest immediately .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond Twilio .
- Prior public company boards: Wix.com Ltd. (2014–2020) .
- Related interlocks/conflicts: None disclosed for Rottenberg; the only related-party transaction disclosed involved a sublease with Numenta associated with director Donna Dubinsky (expired July 31, 2024) .
Expertise & Qualifications
- Corporate governance, risk oversight, compliance, privacy/security/IP, and global public company legal experience (LinkedIn GC; CZI advisor/executive) .
- Education: J.D., UC Berkeley School of Law; B.S., SUNY Geneseo .
- Board skills matrix highlights governance/strategy, regulatory/public policy, and cybersecurity/privacy competencies across the board composition .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 37,588 (held by Erika Rottenberg Revocable Trust) |
| Shares outstanding (denominator) | 153,254,342 (as of 3/31/2025) |
| Ownership % of outstanding | ~0.02% (calculated: 37,588 / 153,254,342) |
Policy alignment:
- Insider Trading Policy prohibits hedging and pledging for directors and employees .
- Director stock ownership guidelines (5× Annual Board Retainer) in place; all directors compliant or within phase-in at 12/31/2024 .
Insider Trades
Recent reported Form 4 activity for Erika Rottenberg:
| Filing date | Period of report | Transaction | Details/Notes |
|---|---|---|---|
| 2025-06-11 | 2025-06-09 | Form 4 | Twilio Inc; reporting person Erika Rottenberg; filing indicates changes in beneficial ownership (see SEC submission) |
| 2025-06-04 | 2025-06-02 | Form 4 | Filed by Twilio; transaction under 10b5‑1 plan indicated; see issuer archive |
| 2025-06-04 | 2025-06-02 | Sale | 4,100 shares sold in multiple transactions at $120.00–$120.10 (trade breakdown per media summary) |
| 2025-09-17 | 2025-09-15 | Form 4 | Quarterly grant reporting consistent with director RSU program timing; see issuer archive |
Policy context: Twilio’s Insider Trading Policy prohibits hedging and pledging; trading typically occurs under established plans; directors’ RSUs grant quarterly and are fully vested upon grant per policy .
Governance Assessment
- Board effectiveness and independence: Rottenberg chairs the Nominating & Corporate Governance Committee, which oversees board composition, governance guidelines, ESG activities, and annual board/committee evaluations—supporting robust governance processes .
- Engagement and attendance: Independent directors (including Rottenberg) participated in shareholder outreach; all directors met minimum attendance thresholds in 2024; board and committees held regular meetings (Board: 9; Nominating & Governance: 4) .
- Compensation alignment: Director pay consists solely of equity (RSUs), aligning director interests with shareholders and avoiding cash/meeting-fee incentives; ownership guidelines and DSU deferral program encourage long-term alignment .
- Conflicts/related-party exposure: No Rottenberg-specific related-party transactions disclosed; audit committee reviews any such transactions and maintains the code of conduct .
- RED FLAGS: None identified specific to Rottenberg. Company-level policies prohibit hedging/pledging; no loans or related-party arrangements involving Rottenberg; strong independent committee leadership and governance refresh processes .
Overall signal: As an independent director and governance chair with strong legal and privacy credentials, Rottenberg’s roles and compensation structure support board independence and shareholder alignment, with no disclosed conflicts or attendance issues .