Miyuki Suzuki
TWILIOAbout Miyuki Suzuki
Miyuki Suzuki, age 64, has served as an independent director of Twilio since August 2022 and is a Class III nominee for a term through 2028; she sits on the Compensation and Talent Management Committee. She previously held senior roles at Cisco, including President for Asia Pacific, Japan and China (2018–2021), and earlier served as CEO of Jetstar Japan, President/Vice Chair of KVH Telecom, CEO of LexisNexis Asia Pacific, and EVP & Head of Consumer Business at Japan Telecom; she holds an honors degree in History from Oxford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | President, Asia Pacific, Japan & China; other senior executive roles | 2015–2021 (APJC: 2018–2021) | Led large-scale regional operations; experience in regulatory and cybersecurity risk |
| Jetstar Japan | President & Chief Executive Officer | 2011–2015 | Airline operations leadership; workforce management |
| KVH Co. Ltd. (KVH Telecom) | President & Vice Chairman | 2007–2011 | Telecom/IT services leadership; global operations |
| LexisNexis Asia Pacific | Chief Executive Officer | 2004–2006 | Information services; regional CEO |
| Japan Telecom (now SoftBank Telecom) | EVP & Head of Consumer Business | 2002–2004 | Consumer telecom leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Director | 2021–2025 | Not disclosed |
| Sandisk Corporation | Director | 2025–present | Not disclosed |
Board Governance
- Independence: The Board determined Suzuki is independent under NYSE standards; all audit, compensation, and nominating committee members are independent .
- Committee assignments: Member, Compensation and Talent Management Committee (chair: Jeffrey Immelt); committee met 6 times in 2024; all members independent .
- Attendance and engagement: 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 .
- Board leadership: Independent Board Chair (Jeff Epstein); independent directors meet in executive session as needed .
- Tenure: Class III director; nominated for term expiring at the 2028 annual meeting if elected .
Fixed Compensation
Twilio pays non-employee directors exclusively in RSUs with quarterly vesting grants; no cash retainers or meeting fees are disclosed.
| Component | Amount | Vesting/Grant Detail |
|---|---|---|
| Annual Equity Grant (RSUs) | $250,000 | Granted in four quarterly installments (Sep 15, Dec 15, Mar 15, and mid-June/prior to next annual meeting); each quarterly grant fully vested at grant |
| Annual Board Retainer (Equity) | $45,000 | Granted in quarterly RSU installments; increased to $60,000 in Apr 2025 after Compensia review |
| Compensation Committee – Member Retainer (Equity) | $10,000 | Quarterly RSU installments; member rate |
| Compensation Committee – Chair Retainer (Equity) | $20,000 | Quarterly RSU installments; chair rate (Suzuki is a member, not chair) |
| Audit Committee – Member/Chair Retainers (Equity) | $13,000 / $26,000 | Quarterly RSU installments (Suzuki is not on Audit) |
| Nominating Committee – Member/Chair Retainers (Equity) | $6,000 / $12,000 | Quarterly RSU installments (Suzuki is not on Nominating) |
| Initial Equity Grant (RSUs) | $575,000 | Vests in equal annual installments over 3 years; off-cycle prorated first tranche |
| Change-in-control treatment | Full accelerated vesting upon “sale event” (per 2016 Plan) | Applies to director awards |
2024 realized director pay (grant-date fair value, RSUs only):
| Metric | 2024 |
|---|---|
| Stock awards ($) | $303,653 |
| Total ($) | $303,653 |
Performance Compensation
Directors do not receive performance-based awards; compensation consists solely of RSUs and role-based equity retainers. No performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director pay; quarterly grants vest immediately, and the Initial Equity Grant vests time-based.
| Performance Metric | Disclosure |
|---|---|
| Revenue growth, EBITDA, TSR | None for directors; RSU grants and retainers only |
| Options | Not disclosed for directors in 2024; stock awards consist solely of RSUs |
| Clawbacks | Not specified for directors in retrieved sections |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | Sandisk Corporation (2025–present); Western Digital Corporation (2021–2025) |
| Committee interlocks | Twilio discloses no compensation committee interlocks; none of its executive officers served on other companies' boards/comp committees with reciprocal executives serving at Twilio |
| Related party transactions | Only related party transaction disclosed involved a sublease with Numenta linked to Director Donna Dubinsky; no transactions involving Suzuki were disclosed |
Expertise & Qualifications
- Deep experience in technology, telecommunications, networking, and global operations, including senior executive roles at Cisco, KVH Telecom, and Japan Telecom .
- Board governance understanding from public company board service; brings perspective on operational, regulatory, cybersecurity risks and management of a global workforce .
Equity Ownership
| Metric (as of dates specified) | Amount |
|---|---|
| Beneficial ownership (shares) as of 3/31/2025 | 12,476 |
| Ownership % of outstanding | * (less than 1%) |
| RSUs outstanding as of 12/31/2024 | 2,203 |
| DSUs accumulated | Not disclosed for Suzuki (DSUs shown for other directors) |
| Stock ownership policy | Directors must hold shares equal in value to 5x Annual Board Retainer; all non-employee directors are compliant or within the 5-year phase-in as of 12/31/2024 |
Governance Assessment
- Committee effectiveness: Suzuki serves on the Compensation and Talent Management Committee, which met six times in 2024 and oversees executive compensation, succession planning, and human capital management; committee independence is 100% .
- Independence and engagement: Board determined Suzuki is independent; Board held 9 meetings in 2024 with at least 75% attendance by each director; all attended the 2024 annual meeting; independent directors meet in executive sessions led by the independent chair .
- Pay structure alignment: Director pay is equity-only via RSUs, with role-based retainers and quarterly vesting; no performance-based metrics are tied to director compensation, which reduces pay-for-performance sensitivity but aligns directors with shareholder value via equity; initial grants vest time-based over three years .
- Ownership alignment: Beneficial ownership is modest (*<1%); Twilio’s ownership policy (5x annual board retainer) applies, and directors are compliant or within phase-in, supporting alignment .
- Conflicts/related-party exposure: No related-party transactions involving Suzuki disclosed; audit committee reviews related-party transactions; one transaction involved Numenta associated with another director and was at market terms .
- Shareholder sentiment: 2024 Say-on-Pay received 99,631,123 votes for, 19,383,794 against, and 180,697 abstentions; Board retained annual frequency for the Say-on-Pay vote, indicating continued engagement cadence .
- Structural context: Independent Board Chair structure; 2024 proposal to declassify Board did not pass (112,213,240 for; 6,758,281 against; 224,093 abstain), with governance reforms proposed again in 2025 (including declassification and elimination of supermajority provisions) .
RED FLAGS: None specific to Suzuki disclosed. Note that director equity awards accelerate on a “sale event,” which can be viewed as less performance-contingent; no pledging/hedging disclosures for Suzuki were found in retrieved sections .