Jeff Epstein
TWILIOAbout Jeff Epstein
Jeff Epstein (age 68) is Twilio’s independent Board Chair (since January 2024) and a director since 2017. He is Audit Committee Chair and a member of the Compensation & Talent Management Committee, and the board has designated him an “audit committee financial expert.” Epstein is an Operating Partner at Bessemer Venture Partners and former CFO of Oracle and DoubleClick. He holds a BA from Yale and an MBA from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Operating Partner | 2011–present | Leads CFO council; investor/operator perspective |
| Oracle | Executive VP & CFO | Prior to 2011 | Large-cap public company CFO; complex reporting and controls expertise |
| DoubleClick (acq. by Google) | CFO | Prior to Oracle | Public company CFO; adtech domain and transaction execution |
| Stanford (GSB/Engineering) | Lecturer (CFO Leadership; Lean Launchpad) | 2014–2023 (Eng); 2021–2023 (GSB) | Executive education/finance leadership (external profile) |
| Additional CFO roles (King World, Nielsen) | CFO | Prior roles | Broad media/measurement CFO experience (external profile) |
External Roles
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Okta, Inc. | Director; Lead Independent Director (since June 2024) | Board leadership; committee memberships per proxy | Lead Independent Director designation disclosed in 2025 proxy |
| AvePoint, Inc. | Director | Compensation Committee Chair; Nominating & Corporate Governance member | Committee roles disclosed in 2025 DEF 14A |
| Couchbase, Inc. | Director | — | Listed in TWLO proxy as current public company board within last 5 years |
| Autodesk, Inc. | Director (appointed in connection with Starboard cooperation, April 2025) | — | Appointment announced by Autodesk; profile lists current service |
| Kaiser Permanente | Director (non-profit) | — | External profile listing |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Epstein is independent under NYSE standards . |
| Board leadership | Board Chair (independent) since Jan 2024; presides over meetings, sets agendas with management, leads shareholder engagement . |
| Committee assignments | Audit Committee Chair; Compensation & Talent Management Committee member . |
| Financial expert | Designated “audit committee financial expert” under Item 407(d) of Reg S-K . |
| 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 . |
| Committee activity | Audit Committee held 8 meetings in 2024; composition 100% independent . Compensation Committee held 6 meetings in 2024; 100% independent . |
| Governance reforms | Board is declassifying and removing supermajority provisions (approved June 10, 2025); separation of Chair/CEO implemented Jan 2024 . |
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Equity Grant | $250,000 RSUs per year | For non-employee directors; granted in four quarterly, fully-vested installments . |
| Annual Board Retainer (equity) | $45,000 (2024); increased to $60,000 in April 2025 | Equity-only; quarterly grants . |
| Independent Board Chair retainer (equity) | $75,000 (2024); increased to $100,000 in April 2025 | New role retainer (Chair) added in 2024; increased in 2025 . |
| Committee retainers (equity) | Audit: Chair $26k, Member $13k; Comp: Chair $20k, Member $10k; N&CG: Chair $12k, Member $6k | Equity-only; quarterly, fully-vested . |
| Deferral program | Directors can defer RSUs into DSUs until departure/change in control/death | Elections allowed; DSUs credited 1:1 . |
| 2024 total (Epstein) | $391,167 (stock awards, RSUs only) | Aggregate grant-date fair value (FASB ASC 718) . |
Performance Compensation
- Twilio pays non-employee directors solely in RSUs/retainers (no performance-based equity or cash bonuses for directors) .
- Therefore, no performance metric table applies to director compensation at TWLO.
Other Directorships & Interlocks
| Entity | Relationship to TWLO | Potential Overlap/Conflict Considerations |
|---|---|---|
| Okta (identity) | Separate public software/security firm | TWLO policy requires nom/gov notification for new boards; board evaluates conflicts/overboarding; Epstein remains independent under NYSE rules . |
| AvePoint (SaaS) | Separate public SaaS firm | Committee leadership at AVPT; Twilio Audit Committee reviews related-party transactions; independence affirmed by TWLO board . |
| Autodesk (design software) | Separate public software firm | Appointed April 2025; TWLO independence unaffected; TWLO policy prohibits hedging/pledging and requires conflict oversight . |
Expertise & Qualifications
- Former CFO of Oracle and DoubleClick; deep public company finance and accounting expertise; designated audit committee financial expert .
- Operating Partner at Bessemer; broad portfolio and investor lens .
- Public company board experience across multiple software companies (Okta, AvePoint, Couchbase; prior: Poshmark, Shutterstock) .
- Academic contributions in CFO leadership/entrepreneurship (Stanford) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 26,484 shares (less than 1% of outstanding) . |
| DSUs accumulated (deferred RSUs) | 34,653 DSUs as of 12/31/2024 (not counted as “beneficially owned”) . |
| Stock ownership guidelines | Directors must hold shares equal to 5x Annual Board Retainer; all directors compliant or within 5-year phase-in as of 12/31/2024 . |
| Hedging/pledging policy | Company prohibits hedging, pledging and short sales by directors . |
Insider Trades (Form 4 highlights, 2024–2025)
- Epstein’s recent transactions reflect scheduled quarterly “A” awards consistent with TWLO’s director RSU program; no open-market purchases/sales noted in 2024–2025 records reviewed.
| Transaction Date | Type | Shares Acquired | Post-Transaction Ownership | Source (Form 4) |
|---|---|---|---|---|
| 2025-09-15 | Award (A) | 1,077 | 37,526 | https://www.sec.gov/Archives/edgar/data/1447669/000144766925000127/0001447669-25-000127-index.htm |
| 2025-06-09 | Award (A) | 963 | 36,449 | https://www.sec.gov/Archives/edgar/data/1447669/000144766925000091/0001447669-25-000091-index.htm |
| 2025-03-15 | Award (A) | 833 | 35,486 | https://www.sec.gov/Archives/edgar/data/1447669/000144766925000043/0001447669-25-000043-index.htm |
| 2024-12-15 | Award (A) | 987 | 34,653 | https://www.sec.gov/Archives/edgar/data/1447669/000144766924000200/0001447669-24-000200-index.htm |
| 2024-09-15 | Award (A) | 1,672 | 33,666 | https://www.sec.gov/Archives/edgar/data/1447669/000144766924000142/0001447669-24-000142-index.htm |
(Records retrieved via insider-trades skill on 2025-11-20; see also 2024-06-05 and 2024-03-15 awards.)
Governance Assessment
- Board effectiveness: Separation of Chair/CEO with an experienced independent chair enhances oversight and shareholder engagement; Audit and Compensation committees are fully independent with active meeting cadence (8 and 6 meetings in 2024, respectively) .
- Financial oversight: Epstein’s CFO background and audit expert designation strengthen audit quality, risk oversight (including cybersecurity), and related-party oversight responsibilities .
- Alignment: Director pay is equity-only (quarterly, fully-vested RSUs) plus equity retainers; deferral to DSUs available; ownership guidelines at 5x retainer with compliance noted—strong alignment signals .
- Shareholder confidence signals: 2025 Say-on-Pay passed with 92.4M For vs. 16.8M Against; governance reforms (declassification, elimination of supermajority) approved—indicative of shareholder support for governance trajectory .
- Conflicts/related-party exposure: Board affirmed independence; Audit Committee oversees any related person transactions under a formal policy; hedging/pledging is prohibited. No specific related-party transactions involving Epstein are described in the 2025 proxy sections we reviewed .
- Overboarding considerations: Epstein serves on several boards (Okta, AvePoint, Couchbase; added Autodesk in 2025). TWLO guidelines require directors to notify the N&CG chair upon board invitations and the committee assesses time commitments; the board’s independence determination indicates no impairment at TWLO .
Director Compensation (detail)
| Item | Amount (USD) | Source |
|---|---|---|
| 2024 stock awards (Epstein) | 391,167 | |
| DSUs accumulated (Epstein, 12/31/2024) | 34,653 | |
| Annual Equity Grant | 250,000 | |
| Annual Board Retainer (equity) | 45,000 (2024); 60,000 (from Apr 2025) | |
| Independent Board Chair Retainer | 75,000 (2024); 100,000 (from Apr 2025) | |
| Audit Committee Retainers | Chair 26,000; Member 13,000 | |
| Comp Committee Retainers | Chair 20,000; Member 10,000 | |
| N&CG Committee Retainers | Chair 12,000; Member 6,000 |
Beneficial Ownership (as of 3/31/2025)
| Holder | Shares | % of Outstanding |
|---|---|---|
| Jeff Epstein | 26,484 | * |
Note: DSUs are not counted as “beneficially owned” in the proxy’s table methodology .
Attendance & Meetings (2024)
| Body | Meetings | Independence | Notes |
|---|---|---|---|
| Board of Directors | 9 | N/A | Each director attended ≥75% of board and applicable committee meetings; all directors attended 2024 annual meeting . |
| Audit Committee | 8 | 100% | Epstein as Chair; committee oversees ERM, cyber/privacy, related-party transactions . |
| Compensation & Talent Management | 6 | 100% | Oversees executive pay, succession, human capital . |
Policies Relevant to Conflicts & Alignment
- Related party transactions reviewed/approved by Audit Committee under formal policy (threshold >$120,000; multiple factors assessed) .
- Insider Trading Policy prohibits hedging, pledging, short sales by directors .
- Stock ownership guidelines: directors must hold shares equal to 5x Annual Board Retainer; compliance/phase-in noted .
RED FLAGS / Watch Items
- Overboarding risk: Multi-board service (including leadership roles at Okta and AvePoint, plus Autodesk appointment) warrants ongoing monitoring, but TWLO’s policies require disclosure/assessment and the board has affirmed independence .
- Concentration of audit oversight: Epstein chairs TWLO’s Audit Committee while holding leadership roles elsewhere; NYSE rules caution against service on >3 audit committees—TWLO notes such limits and requires board determination if exceeded .
Overall, Epstein’s credentials and independence, combined with equity-only director pay, ownership guidelines, and governance reforms, are supportive of investor confidence. Continued monitoring of board time commitments and any cross-company interlocks is prudent given his broad external portfolio .