Jeffrey Immelt
TWILIOAbout Jeffrey Immelt
Jeffrey Immelt (age 69) is an independent director of Twilio, serving since June 2019, and currently chairs the Compensation and Talent Management Committee. He is a venture partner at New Enterprise Associates (since 2018) and formerly served as Chairman and CEO of General Electric (2001–2017); he holds a B.A. in Applied Mathematics from Dartmouth College and an M.B.A. from Harvard University . Twilio’s board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric | Chairman & Chief Executive Officer | 2001–2017 | Led multinational operations; experience in operations, sales/marketing, human capital, executive compensation, and global markets . |
| General Electric | Various global leadership roles | 1982–2000 | Senior operating roles across GE’s businesses . |
| Federal Reserve Bank of New York | Director (prior service) | Not disclosed | Prior board service at a systemically important institution . |
| U.S. Presidential Council on Jobs & Competitiveness | Chairman (prior service) | Not disclosed | Advised on national jobs/competitiveness policy . |
| Dartmouth College | Trustee (prior service) | Not disclosed | University governance . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NeueHealth, Inc. (f/k/a Bright Health Group) | Director | 2020–present | Current public company board service . |
| Bloom Energy Corporation | Director | 2019–present | Current public company board service . |
| Desktop Metal, Inc. | Director | 2018–present | Current public company board service . |
| Hennessy Capital Investment Corp. V | Director | 2021–2022 | Prior SPAC directorship . |
| Tuya Inc. | Director | 2021–2022 | Prior public company board service . |
| New Enterprise Associates (NEA) | Venture Partner | 2018–present | VC investing; serves on certain NEA portfolio company boards . |
Board Governance
- Independence and leadership
- Board determined Immelt is independent; all three key committees (Audit, Compensation & Talent Management, Nominating & Corporate Governance) are 100% independent .
- Twilio separates CEO and independent Board Chair roles (Jeff Epstein), with independent director executive sessions after board/committee meetings .
- Committee assignments and activity
- Compensation & Talent Management Committee: Chair (Immelt) with Miyuki Suzuki and Jeff Epstein; 6 meetings in 2024; scope includes executive officer pay, succession, equity plan oversight, incentive plan approvals, and human capital oversight .
- Audit Committee: 8 meetings in 2024; oversees financial reporting, auditor independence, risk (incl. cybersecurity), related party transactions, conflicts of interest, and Code of Conduct .
- Nominating & Corporate Governance Committee: 4 meetings in 2024; oversees director nominations, committee composition, governance guidelines, ESG, and board evaluations .
- Attendance and engagement
- In 2024, the board held 9 meetings; each director attended at least 75% of board and applicable committee meetings, and all directors attended the 2024 annual meeting of stockholders .
- Governance proposals and stockholder votes (context)
- 2024 say-on-pay: For 99,631,123; Against 19,383,794; Abstain 180,697; broker non-votes 19,702,544; frequency vote favored annual (1 year) .
- 2024 proposal to declassify the board did not pass (For 112,213,240; Against 6,758,281; Abstain 224,093; broker non-votes 19,702,544); management is again proposing declassification and eliminating supermajority in 2025 .
- 2025 proposal also to remove inoperative provisions (e.g., Class B references) from the charter .
Fixed Compensation (Director)
Policy design (non-employee directors; 2024):
- Form: RSUs only; no cash retainers; Quarterly Grants on Sept 15, Dec 15, Mar 15, and mid-June (or day before next annual meeting); Quarterly Grants fully vested at grant .
- Annual Equity Grant: $250,000 in RSUs (granted quarterly) .
- Annual Equity Retainers (equity-only; 2024 values): Board membership $45,000; Independent Board Chair +$75,000; Committee chair/member retainers: Audit ($26,000/$13,000), Compensation & Talent Management ($20,000/$10,000), Nominating & Corporate Governance ($12,000/$6,000) .
- April 2025 adjustment: Board retainer increased to $60,000; Independent Board Chair retainer to $100,000 .
- Initial Equity Grant for new directors: $575,000 RSUs vesting over three years; pro-ration if not elected at annual meeting .
- Other: Director equity awards accelerate upon a “sale event” per the 2016 Plan; annual cap of $750,000 total director compensation; reasonable expenses reimbursed; optional DSU deferral program since 2017 .
2024 actual compensation (fair value at grant) for Jeffrey Immelt:
| Name | 2024 Stock Awards ($) | Total ($) |
|---|---|---|
| Jeffrey Immelt | 313,756 | 313,756 |
Performance Compensation
- Director pay at Twilio is not performance-based; non-employee director compensation is paid solely in time-vested RSUs with Quarterly Grants that vest immediately upon grant; no performance metrics (e.g., TSR, revenue, EBITDA) apply to director equity .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | NeueHealth, Inc. (2020–present); Bloom Energy (2019–present); Desktop Metal (2018–present) . |
| Prior public boards (5 yrs) | Hennessy Capital Investment Corp. V (2021–2022); Tuya Inc. (2021–2022) . |
| Compensation committee interlocks | None: All Compensation Committee members (including Immelt) were non-employee directors; no Twilio executive served on a board/comp committee of a company whose executive served on Twilio’s board/Comp Committee in 2024 . |
| Related-party transactions | Proxy discloses a sublease with Numenta (affiliated with director Donna Dubinsky) that expired in 2024; no transaction disclosed involving Jeffrey Immelt . |
| Related-party oversight | Audit Committee reviews/approves related person transactions under a formal policy; considers independence/conflict implications . |
Expertise & Qualifications
- Former GE CEO/Chairman with deep global operating, financing, human capital, and executive compensation oversight experience; extensive public company board experience; current NEA venture partner with exposure to emerging technologies .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | Jeffrey Immelt: 31,237 shares of common stock; percentage denoted “” in proxy’s table (company denotes “” for less than 1%) . |
| What’s counted | Includes options exercisable or RSUs for which service condition is satisfied within 60 days; DSUs are not counted as beneficially owned shares . |
| Stock ownership guidelines (directors) | Required to hold shares equal in value to 5x the Annual Board Retainer; counts directly/beneficially owned shares and vested/held or deferred RSUs (not unvested awards); 5-year phase-in; as of 12/31/2024, all non-employee directors are in compliance or within phase-in . |
Fixed Compensation Detail (Policy Values)
| Component | 2024 Value | Notes |
|---|---|---|
| Annual Equity Grant (directors) | $250,000 | Granted in four Quarterly Grants; fully vested at grant . |
| Board Retainer (equity) | $45,000 | Increased to $60,000 in April 2025 . |
| Independent Board Chair (equity add-on) | $75,000 | Increased to $100,000 in April 2025 . |
| Audit Chair / Member | $26,000 / $13,000 | Equity retainer . |
| Compensation Chair / Member | $20,000 / $10,000 | Immelt chairs this committee . |
| Nominating Chair / Member | $12,000 / $6,000 | Equity retainer . |
| Initial Equity Grant (new director) | $575,000 | Three-year vest; pro-ration if mid-cycle . |
| Annual cap on director pay | $750,000 | Under 2016 Plan . |
Governance Assessment
- Strengths
- Independence: Immelt is independent and chairs a fully independent Compensation & Talent Management Committee with defined oversight of executive compensation, succession, equity plans, and HCM, meeting 6 times in 2024 .
- Alignment: Director pay is equity-only (no cash), granted quarterly and fully vested at grant; stock ownership guidelines require 5x board retainer and directors are compliant or in phase-in as of year-end 2024 .
- Oversight cadence: Active board/committee schedule (9 board, 8 audit, 6 compensation, 4 nom/gov meetings in 2024) with ≥75% attendance by each director; all directors attended the 2024 annual meeting .
- Shareholder responsiveness: Annual say-on-pay supported by stockholders in 2024; board continues to bring governance proposals (declassification, elimination of supermajority) to stockholders .
- Watchpoints
- Multiple external directorships: Immelt serves on several public company boards concurrently; investors may monitor time commitments relative to Twilio’s needs, though no overboarding breach is disclosed by the company .
- Related-party exposure: None disclosed for Immelt in 2024; Audit Committee maintains oversight under a formal related party transactions policy .
No RED FLAGS identified for Immelt in the 2025 proxy: independent status affirmed; no related-party transactions disclosed involving him; Compensation Committee interlocks not present; attendance threshold met .