ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Long-Term Stock Exchange |
Accelerated filer ☐ | Non-accelerated filer ☐ |
Smaller reporting company | ||||||
Emerging growth company |
• | amend Part III, Items 10, 11, 12, 13 and 14 of the Original Form 10-K to include the information required by such Items; |
• | delete the reference on the cover of the Original Form 10-K to the incorporation by reference of portions of our proxy statement into Part III of the Original Form 10-K; and |
• | file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act |
Page |
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PART III |
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Item 10. |
3 | |||||
Item 11. |
7 | |||||
Item 12. |
41 | |||||
Item 13. |
45 | |||||
Item 14. |
48 | |||||
PART IV |
||||||
Item 15. |
50 | |||||
56 |
Item 10. |
Directors, Executive Officers and Corporate Governance |
Age |
Director Since |
Independent |
Audit Committee |
Compensation and Talent Management Committee |
Nominating and Corporate Governance Committee |
|||||||||||||||||||
Jeff Lawson* |
44 | 2008 | ||||||||||||||||||||||
Elena Donio |
52 | 2016 | ✓ | ✓ | ||||||||||||||||||||
Donna L. Dubinsky |
66 | 2018 | ✓ | ✓ | ||||||||||||||||||||
Deval Patrick |
65 | 2021 | ✓ | ✓ | ||||||||||||||||||||
Richard Dalzell |
64 | 2014 | ✓ | ✓ | ||||||||||||||||||||
Byron Deeter |
47 | 2010 | ✓ | ✓ | ||||||||||||||||||||
Jeff Epstein |
65 | 2017 | ✓ | ✓ | ||||||||||||||||||||
Jeffrey Immelt |
66 | 2019 | ✓ | ✓ | ||||||||||||||||||||
Erika Rottenberg |
59 | 2016 | ✓ | ✓ | ✓ |
* | Mr. Lawson also serves as Chairperson of our board of directors. |
Name |
Age |
Position | ||||
Jeff Lawson |
44 | Co-Founder, Chief Executive Officer and Chairperson | ||||
Khozema Shipchandler |
48 | Chief Operating Officer and Principal Financial Officer | ||||
Marc Boroditsky |
59 | Chief Revenue Officer | ||||
Eyal Manor |
48 | Chief Product Officer | ||||
Dana R. Wagner |
46 | Chief Legal Officer, Chief Compliance Officer and Corporate Secretary |
Item 11. |
Executive Compensation |
Named Executive Officer |
Position | |
Jeff Lawson |
Chief Executive Officer and Chairperson | |
Khozema Shipchandler (1) |
Chief Operating Officer and Principal Financial Officer | |
Eyal Manor |
Chief Product Officer | |
Marc Boroditsky |
Chief Revenue Officer | |
Dana R. Wagner |
Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | |
George Hu (2) |
Former Chief Operating Officer | |
Chee Chew (3) |
Former Chief Product Officer |
(1) |
Mr. Shipchandler was appointed Chief Operating Officer effective October 27, 2021, having previously served as our Chief Financial Officer. |
(2) |
Mr. Hu ceased to be an executive officer when he resigned as Chief Operating Officer effective October 27, 2021. He served as a strategic advisor through the end of fiscal 2021. |
(3) |
Mr. Chew’s employment with us ended effective May 17, 2021. |
• | Revenue of $2.84 billion for the full year 2021, up 61% year-over-year, including $200.9 million from Twilio Segment, and $55.4 million from Zipwhip, Inc. (“ Zipwhip |
• | GAAP loss from operations of $915.6 million for the full year 2021, compared with GAAP loss from operations of $492.9 million for the full year 2020. |
• | Non-GAAP income from operations of $2.5 million for the full year 2021, compared with non-GAAP income from operations of $35.7 million for the full year 2020. |
• | More than 256,000 Active Customer Accounts as of December 31, 2021 (excluding customer accounts from our Zipwhip business), compared to 221,000 Active Customer Accounts as of December 31, 2020. |
• | Base Salary |
• | Long-Term Incentive Compensation |
• | No Annual Cash Bonus Program |
What We Do |
What We Don’t Do | |
Use a Pay-for-Performance of corporate growth objectives. |
No Retirement Plans. |
What We Do |
What We Don’t Do | |
Compensation “At-Risk.” |
No Short-Term Cash Bonus Program or Guaranteed Bonuses. | |
“Double-Trigger” Change-in-Control |
Limited Perquisites or Other Personal Benefits. HSR | |
Maintain an Independent Compensation and Talent Management Committee. non-employee directors. |
Limited Tax Payments on Perquisites. “gross-ups”) on any perquisites or other personal benefits. | |
Retain an Independent Compensation Advisor. |
No Excise Tax Payments on Future Post-Employment Compensation Arrangements. “gross-ups”) with respect to payments or benefits contingent upon a change in control of our Company. | |
Annual Executive Compensation Review. |
No Hedging. non-employee members of our board of directors from engaging in hedging transactions or certain derivative transactions relating to our securities. | |
Annual Compensation-Related Risk Assessment. |
No Pledging. non-employee members of our board of directors from holding our securities in a margin account or pledging our securities as collateral for a loan. | |
Stock Ownership Policy. non-employee members of our board of directors. |
No Special Welfare or Health Benefits. |
• | attract, motivate, incentivize and retain employees at the executive level who contribute to our long-term success; |
• | provide compensation packages to our executive officers that are competitive and reward the achievement of our business objectives; and |
• | effectively align our executive officers’ interests with the interests of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. |
• | our performance against the financial and operational objectives established by our compensation and talent management committee and our board of directors; |
• | our financial performance relative to our compensation peer group; |
• | the compensation levels and practices of our compensation peer group; |
• | each individual executive officer’s skills, experience and qualifications relative to other similarly situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; |
• | our desire to retain experienced and talented executives in a highly competitive market; |
• | the scope of each individual executive officer’s role compared to other similarly situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys; |
• | the performance of each individual executive officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function and ability to work as part of a team, all of which reflect our core values; |
• | compensation parity among our individual executive officers; and |
• | the recommendations provided by our Chief Executive Officer with respect to the compensation of our other executive officers. |
• | researching, developing and reviewing our compensation peer group; |
• | reviewing and analyzing the compensation for our executive officers, including our named executive officers; |
• | supporting the design and implementation of changes to our executive long-term incentive strategy; |
• | reviewing and providing input on the Compensation Discussion and Analysis section of this Amendment; |
• | reviewing and analyzing the compensation of the non-employee members of our board of directors; |
• | reviewing short-term incentive compensation practices and considerations; |
• | reviewing peer group executive incentive compensation practices; |
• | reviewing peer group executive severance and change in control practices; |
• | reviewing our executive compensation philosophy; |
• | conducting a compensation risk assessment; |
• | advising regarding non-employee director compensation; and |
• | supporting other ad hoc matters throughout the year. |
• | similar industry and competitive market for talent; |
• | within a range of 0.5x to 2.0x of our projected revenue for the following four fiscal quarters (as of August 2020); and |
• | within a range of 0.25x to 4.0x of our then-market capitalization. |
Ansys | Intuit | Shopify | VeriSign | |||
Arista Networks | Okta | Slack Technologies | Workday | |||
Autodesk | Palo Alto Networks | Splunk | Zoom Video | |||
Coupa Software | Paycom Software | Synopsys | ||||
DocuSign | RingCentral | The Trade Desk | ||||
Fortinet | ServiceNow | Veeva Systems |
Element |
Compensation Element |
Objective | ||
Base Salary | Cash | Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance. | ||
Long-Term Incentives | Equity awards in the form of stock options to purchase shares of our Class A common stock and RSUs that may be settled for shares of our Class A common stock | Designed to align the interests of our executive officers and our stockholders by motivating them to achieve long-term stockholder value creation. Also designed to achieve our retention objectives for our executive officers. |
Named Executive Officer |
2020 Base Salary |
2021 Base Salary |
||||||
Mr. Lawson |
$ | 133,700 | $ | 134,000 | ||||
Mr. Shipchandler (1) |
$ | 624,000 | $ | 1,100,000 | ||||
Mr. Boroditsky (2) |
— | $ | 500,000 | |||||
Mr. Manor (3) |
— | $ | 900,000 | |||||
Mr. Wagner (4) |
— | $ | 600,000 | |||||
Mr. Hu (5) |
$ | 671,000 | $ | 738,000 | ||||
Mr. Chew (6) |
$ | 462,000 | $ | 508,000 |
(1) |
In connection with Mr. Shipchandler’s appointment as Chief Operating Officer in October 2021, his base salary increased. The table reflects his increased base salary as of December 31, 2021, and his total salary compensation received for 2021 is reflected in the “Summary Compensation Table” below. |
(2) |
Mr. Boroditsky was not an executive officer in 2020. Mr. Boroditsky’s base salary increased in connection with his appointment to an expanded role in his position as Chief Revenue Officer in October 2021. The table reflects his increased base salary as of December 31, 2021, and his total salary |
compensation received for 2021 is reflected in the “Summary Compensation Table” below. In addition, as Mr. Boroditsky’s responsibilities are focused on sales, his total compensation received for 2021 includes sales commissions, as described in “Cash Incentives” and reflected in the “Summary Compensation Table” below. |
(3) |
Mr. Manor joined us as Chief Product Officer in November 2021 and his base salary was established at that time. Mr. Manor’s prorated salary for 2021 is reflected in his salary compensation in the “Summary Compensation Table” below. |
(4) |
Mr. Wagner joined us as Chief Legal Officer in December 2021 and his base salary was established at that time. Mr. Wagner’s prorated salary for 2021 is reflected in his salary compensation in the “Summary Compensation Table” below. |
(5) |
Mr. Hu resigned as Chief Operating Officer effective October 2021 and remained employed as a strategic advisor through fiscal year 2021. |
(6) |
Mr. Chew’s employment with the Company ended effective May 17, 2021. |
Named Executive Officer |
Stock Options to Purchase Shares of Class A Common Stock (number of shares) |
Time-Based RSUs (number of shares) |
Aggregate Grant Date Fair Value ($) (1) |
|||||||||
Jeff Lawson |
34,132 | 18,345 | $ | 13,927,474 | ||||||||
Khozema Shipchandler (2) |
18,126 | 9,742 | $ | 7,396,184 | ||||||||
George Hu |
18,126 | 9,742 | $ | 7,396,184 | ||||||||
Chee Chew (3) |
18,126 | 9,742 | $ | 7,396,184 |
(1) |
The amounts reported in this column represent the aggregate grant date fair value of the RSUs and stock options granted to the named executive officer in the fiscal year ended December 31, 2021, |
calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 22, 2022. The amounts reported in this column reflect the accounting cost for these RSUs and stock options and do not correspond to the actual economic value that may be received by the named executive officers upon the vesting or settlement of the RSUs or the exercise of the stock options or sale of the shares of common stock underlying such stock options. |
(2) |
In connection with his appointment as Chief Operating Officer in October 2021, Mr. Shipchandler also received (1) a one-time stock option award with a grant date fair value of $2,303,576 and (2) a one-time restricted stock unit award with a grant date fair value of $2,231,126. Please see “Summary Compensation Table” and “Grants of Plan-Based Awards Table” for additional information. |
(3) |
Mr. Chew’s employment at Twilio ended effective May 17, 2021. All unvested RSUs and unvested stock options expired immediately upon termination. |
• | Any grants of equity awards made in conjunction with the hiring of a new employee or the promotion of an existing employee will be made, if at all, regularly (either monthly or quarterly) and will be effective on the date such grant is approved by our board of directors or our compensation and talent management committee or such future date as is approved by our board of directors or our compensation and talent management committee. In no event will the effective date of an equity award made in conjunction with the hiring of a new employee precede the first date of employment. |
• | Any grants of equity awards to existing employees (other than in connection with a promotion) will generally be made, if at all, on an annual or quarterly basis. Any such annual or quarterly grant will be effective on the date on which such grant is approved or such future date as is approved by our board of directors or our compensation and talent management committee. |
• | All equity awards will be priced on the effective date of the award. The exercise price of all stock options will be equal to the closing market price on The New York Stock Exchange of one share of our Class A common stock on the effective date of grant, or, if no closing price is reported for such date, the closing price on the last day preceding such date for which a closing price is reported. If the grant of restricted stock or of RSUs is denominated in dollars, the number of shares of restricted stock or RSUs that are granted will generally be calculated by dividing the dollar value of the approved award by the average closing market price on The New York Stock Exchange of one share of our Class A common stock over the trailing 30-day period ending (i) five business days immediately prior to the effective date of grant for grants made pursuant to offer letters or award letters issued April 1, 2019 or later or (ii) on the last day of the month immediately prior to the month of the grant date for grants made pursuant to offer letters or award letters issued prior to April 1, 2019, with such total number of shares to be granted per recipient rounded up to the nearest whole share. |
• | Our board of directors or our compensation and talent management committee may delegate to a committee comprising at least two of our executive officers all or part of the authority with respect to the granting of certain equity awards to employees (other than to such delegates), subject to certain limitations and requirements. Our board of directors and compensation and talent management committee have currently delegated authority to a subcommittee consisting of our Chief Operating Officer, Chief People Officer, Chief Legal Officer and Senior Vice President, Finance, to grant, without any further action required by the compensation and talent management committee, equity awards to all employees, except our executive officers, senior vice presidents and vice presidents. The purpose of this delegation of authority is to enhance the flexibility of equity award administration and to facilitate the timely grant of equity awards to non-management employees, particularly new employees, within specified limits approved from time to time by the compensation and talent management committee. As part of its oversight function, the compensation and talent management committee will review the list of grants made by the subcommittee at each regularly scheduled in-person meeting. |
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Stock awards ($) (1) |
Option awards ($) (1) |
Non-equity incentive compensation ($) |
All other compensation ($) |
Total ($) |
||||||||||||||||||||||||
Jeff Lawson |
2021 | 133,990 | 6,926,889 | 7,000,586 | — | 564,280 | (2) |
14,625,745 | ||||||||||||||||||||||||
Chief Executive Officer and Chairperson |
2020 | 133,700 | — | 6,753,009 | 6,741,058 | — | 159,105 | (3) |
13,786,872 | |||||||||||||||||||||||
2019 | 133,700 | — | 5,670,863 | 6,068,675 | — | 419,338 | (4) |
12,292,576 | ||||||||||||||||||||||||
Khozema Shipchandler (5) |
2021 | 744,362 | — | 5,909,608 | (6) |
6,021,278 | (6) |
— | 6,736 | (2) |
12,682,764 | |||||||||||||||||||||
Chief Operating Officer and Principal Financial Officer |
2020 | 622,465 | — | 3,452,811 | 3,446,740 | — | 8,525 | (3) |
7,530,541 | |||||||||||||||||||||||
2019 | 567,000 | — | — | — | — | 7,000 | (4) |
574,000 | ||||||||||||||||||||||||
Eyal Manor (7) |
2021 | 86,538 | — | 33,687,986 | (8) |
8,098,119 | (8) |
— | 2,077 | (2) |
41,874,814 | |||||||||||||||||||||
Chief Product Officer |
||||||||||||||||||||||||||||||||
Marc Boroditsky (9) |
2021 | 473,600 | — | 7,737,831 | 7,765,427 | 597,503 | (10) |
6,777 | (2) |
16,581,138 | ||||||||||||||||||||||
Chief Revenue Officer |
||||||||||||||||||||||||||||||||
Dana R. Wagner (11) |
2021 | 11,538 | 250,000 | — | — | — | — | 261,569 | ||||||||||||||||||||||||
Chief Legal Officer |
||||||||||||||||||||||||||||||||
George Hu |
2021 | 735,681 | — | 3,678,482 | 3,717,702 | — | 4,845 | (2) |
8,137,490 | |||||||||||||||||||||||
Former Chief Operating Officer |
2020 | 669,358 | — | 3,445,617 | 3,439,574 | — | 9,650 | (3) |
7,564,199 | |||||||||||||||||||||||
2019 | 610,000 | — | 3,780,539 | 4,045,783 | — | 7,696 | (4) |
8,444,018 | ||||||||||||||||||||||||
Chee Chew (12) |
2021 | 205,515 | — | 3,678,482 | (13) |
3,717,702 | (13) |
— | 4,845 | (2) |
7,606,825 | |||||||||||||||||||||
Former Chief Product Officer |
2020 | 460,869 | — | 4,292,780 | 4,285,209 | — | 10,357 | (3) |
9,049,215 | |||||||||||||||||||||||
2019 | 395,769 | — | 9,445,072 | 13,787,047 | — | 7,000 | (4) |
23,634,888 |
(1) |
The amounts reported in this column represent the aggregate grant date fair value of the RSUs or stock options, as applicable, awarded to the named executive officers in the fiscal years ended December 31, 2019, 2020 and 2021, as applicable, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 22, 2022. The amounts reported in this column reflect the accounting cost for RSUs or stock options, as applicable, and do not correspond to the actual economic value that may be received by the named executive officers upon the vesting or settlement of the RSUs or upon exercise of the stock options or sale of the shares of common stock underlying such stock options. |
(2) |
For Mr. Lawson, consists of a reimbursement from us for a $280,000 filing fee incurred under HSR related to Mr. Lawson’s stock ownership and $5,595 and $275,335, respectively, for the related legal fees and tax gross-up, as well as $3,350 for our matching contributions to his Section 401(k) account in 2021. For Messrs. Shipchandler, Manor, Boroditsky, Hu and Chew, consists of our Section 401(k) matching contributions to their respective Section 401(k) accounts in 2021. |
(3) |
For Mr. Lawson, consists of $113 for supplemental long-term disability insurance premiums, $3,358 for our matching contributions to his Section 401(k) account in 2020, $600 for a work from home stipend and $155,034 for personal security costs related to increased potential unrest around the 2020 presidential election. For Mr. Shipchandler, consists of $300 for supplemental long-term disability insurance premiums, $7,365 for our matching contributions to his Section 401(k) account in 2020, $600 for a work from home stipend, $200 for a tax related stipend and $60 for a gym and wellness reimbursement. For Mr. Hu, consists of $300 for supplemental long-term disability insurance premiums, $8,550 for our matching contributions to his Section 401(k) account in 2020, $600 for a work from home stipend and $200 for a tax related stipend. For Mr. Chew, consists of $300 for supplemental long-term disability insurance premiums, $8,550 for our matching contributions to his Section 401(k) account in 2020, $600 for a work from home stipend, $200 for a tax related stipend and $707 for a trip related reward payment. |
(4) |
For Mr. Lawson, consists of a reimbursement from us for a $280,000 filing fee incurred under HSR related to Mr. Lawson’s stock ownership, $6,723 and $128,517, respectively, for the related legal fees and tax gross-up, $730 for supplemental long-term disability insurance premiums, as well as $3,368 for our matching contributions to his Section 401(k) account in 2019. For Mr. Shipchandler, consists of $7,000 for our matching contributions to his Section 401(k) account in 2019. For Mr. Hu, consists of $696 for supplemental long-term disability insurance premiums, |
as well as $7,000 for our matching contributions to his Section 401(k) account in 2019. For Mr. Chew, consists of $7,000 for our matching contributions to his Section 401(k) account in 2019. |
(5) |
The table reflects Mr. Shipchandler’s increased base salary and additional equity awards in connection with his appointment as Chief Operating Officer in October 2021. |
(6) |
This amount includes one-time equity awards in connection with Mr. Shipchandler’s appointment as Chief Operating Officer as follows: (a) RSUs with a grant date fair value of $2,231,126 and (b) options with a grant date fair value of $2,303,576. |
(7) |
Mr. Manor was appointed our Chief Product Officer effective November 15, 2021 and an executive officer effective December 15, 2021. He was not employed by us in 2019 and 2020. Mr. Manor’s 2021 base salary was prorated to his employment start date. |
(8) |
This amount reflects a one-time new hire equity award pursuant to Mr. Manor’s employment offer letter. For more information, see “Grants of Plan-Based Awards Table” below. |
(9) |
Mr. Boroditsky was appointed an executive officer effective December 15, 2021 and was not a named executive officer in 2019 and 2020. |
(10) |
This amount reflects commissions Mr. Boroditsky received in 2021 pursuant to our Sales Commission Plan. |
(11) |
Mr. Wagner was appointed our Chief Legal Officer effective December 2021 and an executive officer effective December 15, 2021. He was not employed by us in 2019 and 2020. Mr. Wagner received a one-time sign-on bonus of $250,000, and his 2021 base salary was prorated to his employment start date. |
(12) |
Mr. Chew was appointed our Chief Product Officer on January 14, 2019 and resigned effective May 17, 2021. Mr. Chew’s 2019 and 2021 base salaries were prorated for the portion of 2019 and 2021, respectively, during which he was employed by us. |
(13) |
All equity awards granted to Mr. Chew in fiscal year 2021 were forfeited upon his resignation in May 2021. |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
All Other Option Awards: Number of Securities Underlying Options (#) |
Exercise or Base Price of Option Awards ($/sh) |
Grant Date Fair Value of Stock and Option Awards ($) (1) |
||||||||||||||||||||||||||||
Name |
Type of Award |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
|||||||||||||||||||||||||||
Jeff Lawson |
Time-Based Stock Option |
2/25/2021 | — | — | — | — | 34,132 | (2) |
377.59 | 7,000,586 | ||||||||||||||||||||||
Time-Based RSUs | 2/25/2021 | — | — | — | 18,345 | (3) |
— | — | 6,926,889 | |||||||||||||||||||||||
Khozema Shipchandler |
Time-Based Stock Option | 2/25/2021 | — | — | — | — | 18,126 | (2) |
377.59 | 3,717,702 | ||||||||||||||||||||||
Time-Based RSUs | 2/25/2021 | — | — | — | 9,742 | (3) |
— | — | 3,678,482 | |||||||||||||||||||||||
Time-Based Stock Option | 11/11/2021 | — | — | — | — | 13,565 | (2) |
298.00 | 2,303,576 | |||||||||||||||||||||||
Time-Based RSUs | 11/11/2021 | — | — | — | 7,487 | (3) |
— | — | 2,231,126 | |||||||||||||||||||||||
Eyal Manor |
Time-Based Stock Option | 12/20/2021 | — | — | — | — | 54,428 | (2) |
268.55 | 8,098,119 | ||||||||||||||||||||||
Time-Based RSUs | 12/20/2021 | — | — | — | 125,444 | (3) |
— | — | 33,687,986 | |||||||||||||||||||||||
Marc Boroditsky |
Time-Based Stock Option | 4/20/2021 | — | — | — | — | 12,821 | (2) |
367.65 | 2,606,861 | ||||||||||||||||||||||
Time-Based RSUs | 4/20/2021 | — | — | — | 7,089 | (3) |
— | — | 2,606,271 | |||||||||||||||||||||||
Time-Based Stock Option | 11/11/2021 | — | — | — | — | 32,373 | (2) |
298.00 | 5,158,566 | |||||||||||||||||||||||
Time-Based RSUs | 11/11/2021 | — | — | — | 17,220 | (3) |
— | — | 5,131,560 | |||||||||||||||||||||||
Dana R. Wagner (4) |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||
George Hu |
Time-Based Stock Option | 2/25/2021 | — | — | — | — | 18,126 | (2) |
377.59 | 3,717,702 | ||||||||||||||||||||||
Time-Based RSUs | 2/25/2021 | — | — | — | 9,742 | (3) |
— | — | 3,678,482 | |||||||||||||||||||||||
Chee Chew (5) |
Time-Based Stock Option | 2/25/2021 | — | — | — | — | 18,126 | (2) |
377.59 | 3,717,702 | ||||||||||||||||||||||
Time-Based RSUs | 2/25/2021 | — | — | — | 9,742 | (3) |
— | — | 3,678,482 |
(1) |
The amounts reported in this column represent the aggregate grant date fair value of the RSUs and stock options, as applicable, granted to the named executive officer in the fiscal year ended December 31, 2021, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on |
February 22, 2022. The amounts reported in this column do not correspond to the actual economic value that may be received by the named executive officers upon the vesting or settlement of the RSUs or the exercise of the stock options or sale of the shares of common stock underlying such stock options, as applicable. |
(2) |
The stock options are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below. |
(3) |
The RSUs are subject to time-based vesting, as described in the footnotes to the “Outstanding Equity Awards at Fiscal Year-End Table” below. |
(4) |
Mr. Wagner was appointed our Chief Legal Officer effective December 2021 and did not receive any equity awards in 2021. Mr. Wagner was granted a new hire RSU award in January 2022 in accordance with his employment offer letter. Please see “Employment Agreements or Offer Letters with Named Executive Officers” below for additional information. |
(5) |
All equity awards granted to Mr. Chew in fiscal year 2021 were forfeited upon his resignation in May 2021. |
Option Awards (1)(2) |
Stock Awards (1)(2) |
|||||||||||||||||||||||||||||
Name |
Grant date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Equity incentive plan awards: number of securities underlying unexercised unearned options (#) |
Option exercise price ($) (3) |
Option expiration date |
Number shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ($) (4) |
||||||||||||||||||||||
Jeff Lawson |
12/31/2015 | 316,667 | (5) |
— | — | 10.09 | 12/30/2025 | — | — | |||||||||||||||||||||
2/10/2017 | 163,890 | (5) |
— | — | 31.96 | 2/9/2027 | — | — | ||||||||||||||||||||||
2/20/2018 | 195,106 | 8,483 | (6) |
— | 33.01 | 2/19/2028 | — | — | ||||||||||||||||||||||
1/31/2019 | 73,798 | 36,899 | (7) |
— | 111.32 | 1/30/2029 | — | — | ||||||||||||||||||||||
2/22/2020 | 37,873 | 76,894 | (8) |
— | 117.94 | 2/21/2030 | — | — | ||||||||||||||||||||||
2/25/2021 | — | 34,132 | (9) |
— | 377.59 | 2/24/2031 | — | — | ||||||||||||||||||||||
2/20/2018 | — | — | — | — | — | 6,363 | (10) |
1,675,632 | ||||||||||||||||||||||
1/31/2019 | — | — | — | — | — | 16,981 | (11) |
4,471,777 | ||||||||||||||||||||||
2/22/2020 | — | — | — | — | — | 38,363 | (12) |
10,102,512 | ||||||||||||||||||||||
2/25/2021 | — | — | — | — | — | 18,345 | (13) |
4,830,972 | ||||||||||||||||||||||
Khozema Shipchandler |
11/01/2018 | 5,181 | 36,667 | (14) |
— | 76.63 | 10/31/2028 | — | — | |||||||||||||||||||||
2/22/2020 | 4,841 | 39,317 | (8) |
— | 117.94 | 2/21/2030 | — | — | ||||||||||||||||||||||
2/25/2021 | — | 18,126 | (9) |
— | 377.59 | 2/24/2031 | — | — | ||||||||||||||||||||||
11/11/2021 | — | 13,565 | (15) |
— | 298.00 | 11/11/2031 | — | — | ||||||||||||||||||||||
11/01/2018 | — | — | — | — | — | 27,721 | (16) |
7,300,048 | ||||||||||||||||||||||
2/22/2020 | — | — | — | — | — | 19,615 | (12) |
5,165,414 | ||||||||||||||||||||||
2/25/2021 | — | — | — | — | — | 9,742 | (13) |
2,565,458 | ||||||||||||||||||||||
11/11/2021 | — | — | — | — | — | 7,487 | (17) |
1,971,627 | ||||||||||||||||||||||
Eyal Manor |
12/20/2021 | — | 54,428 | (18) |
— | 268.55 | 12/20/2031 | — | — | |||||||||||||||||||||
12/20/2021 | — | — | — | — | — | 125,444 | (19) |
33,034,423 | ||||||||||||||||||||||
Marc Boroditsky |
3/12/2015 | 46,250 | (5) |
— | — | 7.07 | 3/11/2025 | — | — | |||||||||||||||||||||
4/20/2018 | 20,533 | 2,621 | (20) |
— | 41.22 | 4/19/2028 | — | — | ||||||||||||||||||||||
2/20/2019 | 17,580 | 7,240 | (21) |
— | 116.30 | 2/19/2029 | — | — | ||||||||||||||||||||||
2/20/2020 | 8,943 | 10,571 | (22) |
— | 126.71 | 2/20/2030 | — | — | ||||||||||||||||||||||
4/20/2021 | 2,713 | 10,108 | (23) |
— | 367.65 | 4/20/2031 | — | — | ||||||||||||||||||||||
11/11/2021 | 1,348 | 31,025 | (24) |
— | 298.00 | 11/11/2031 | (24) |
— | — | |||||||||||||||||||||
4/20/2018 | — | — | — | — | — | 1,573 | (25) |
414,234 | ||||||||||||||||||||||
2/20/2019 | — | — | — | — | — | 3,572 | (26) |
940,650 | ||||||||||||||||||||||
2/20/2020 | — | — | — | — | — | 5,476 | (27) |
1,442,050 | ||||||||||||||||||||||
8/20/2020 | — | — | — | — | — | 24,210 | (28) |
6,375,461 | ||||||||||||||||||||||
4/20/2021 | — | — | — | — | — | 5,759 | (29) |
1,516,575 | ||||||||||||||||||||||
11/11/2021 | — | — | — | — | — | 15,068 | (30) |
3,968,007 |
Option Awards (1)(2) |
Stock Awards (1)(2) |
|||||||||||||||||||||||||||
Name |
Grant date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Equity incentive plan awards: number of securities underlying unexercised unearned options (#) |
Option exercise price ($) (3) |
Option expiration date |
Number shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ($) (4) |
||||||||||||||||||||
Dana R. Wagner (31) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||
George Hu |
2/20/2018 | 2,005 | (5) |
— | — | 33.01 | 2/19/2028 | — | — | |||||||||||||||||||
1/31/2019 | 24,599 | (5) |
— | — | 111.32 | 1/30/2029 | — | — | ||||||||||||||||||||
2/22/2020 | 4,831 | (5) |
— | — | 117.94 | 2/21/2030 | — | — | ||||||||||||||||||||
2/25/2021 | — | — | — | 377.59 | 2/24/2031 | — | — | |||||||||||||||||||||
02/20/2018 | — | — | — | — | — | 6,014 | (10) |
1,583,727 | ||||||||||||||||||||
02/21/2018 | — | — | — | — | — | 3,007 | (10) |
791,863 | ||||||||||||||||||||
01/31/2019 | — | — | — | — | — | 11,321 | (11) |
2,981,272 | ||||||||||||||||||||
02/22/2020 | — | — | — | — | — | 19,575 | (12) |
5,154,881 | ||||||||||||||||||||
02/25/2021 | — | — | — | — | — | 9,742 | (13) |
2,565,458 | ||||||||||||||||||||
Chee Chew (32) |
— | — | — | — | — | — | — | — |
(1) |
Equity awards granted prior to June 21, 2016 were granted pursuant to our 2008 Stock Option Plan (as amended and restated, the “2008 Plan”). Each stock option under the 2008 Plan is immediately exercisable. Equity awards granted on or after June 21, 2016 were granted pursuant to our 2016 Stock Option and Incentive Plan (as amended and restated, the “2016 Plan”). |
(2) |
Unless otherwise described in the footnotes below, the vesting of each equity award on a vesting date is subject to the applicable named executive officer’s continued employment with the Company through such vesting date. |
(3) |
This column represents the fair market value of a share of our common stock on the date of the grant, as determined by the administrator of our 2008 Plan or 2016 Plan, as applicable. |
(4) |
This column represents the aggregate fair market value of the shares underlying the RSUs as of December 31, 2021, based on the closing price of our Class A common stock, as reported on The New York Stock Exchange, of $263.34 per share on December 31, 2021. |
(5) |
The shares subject to the stock option are fully vested. |
(6) |
The shares subject to the stock option vest as follows: 1/48th of the shares vested on March 15, 2018 and the remaining shares subject to the option vest in equal monthly installments over the following four years. |
(7) |
The shares subject to the stock option vest as follows: 33% of the shares subject to the stock option vested on December 31, 2020, 33% of the shares subject to the stock option vest on December 31, 2021 and 34% of the shares subject to the stock option vest on December 31, 2022. |
(8) |
The shares subject to the stock option vest as follows: 33% of the shares subject to the stock option shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2019, 33% of the shares subject to the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2019 and 34% of the shares subject to the stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2019. |
(9) |
The shares subject to the stock option vest as follows: 33% of the stock option shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2020, 33% of the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2020 and 34% of the stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020. |
(10) |
The RSUs vest as follows: 1/16th of the RSUs vested on May 15, 2018 and 1/16th of the RSUs vest quarterly for the next 15 quarters on August 15, November 15, February 15 and May 15, as applicable. |
(11 ) |
The RSUs vest as follows: 33% of the RSUs vested on December 31, 2020, 33% of the RSUs shall vest on December 31, 2021 and 34% of the RSUs shall vest on December 31, 2022. |
(12 ) |
The RSUs vest as follows: 33% of the RSUs shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2019, 33% of the RSUs shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2019 and 34% of the RSUs shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2019. |
(13) |
The RSUs shall vest as follows: 33% shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2020, 33% shall vest in equal quarterly installments between the second and third anniversaries of |
December 31, 2020 and 34% shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2020. |
(14) |
The shares subject to the stock option vest as follows: 25% of the shares subject to the stock option vested on November 1, 2019, and the remaining shares subject to the stock option vest in equal monthly installments over the following three years. |
(15) |
The shares subject to the stock option vest as follows: 33% of the stock option shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2021, 33% of the stock option shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2021 and 34% of the stock option shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2021. |
(16) |
The RSUs vest as follows: 25% of the RSUs vested on November 15, 2019 and the remaining RSUs vest in equal quarterly installments over the following three years, in each case on February 15, May 15, August 15 and November 15, as applicable. |
(17) |
The RSUs shall vest as follows: 33% shall vest in equal quarterly installments between the first and second anniversaries of December 31, 2021, 33% shall vest in equal quarterly installments between the second and third anniversaries of December 31, 2021 and 34% shall vest in equal quarterly installments between the third and fourth anniversaries of December 31, 2021. |
(18) |
The shares subject to the option vest as follows: 3/48th of the option shall vest on February 15, 2022 and the remaining shares subject to the option shall vest in equal monthly installments over the remaining 45 months. |
(19) |
The RSUs vest as follows: 1/16th of the RSUs shall vest on February 15, 2022 and the remaining RSUs shall vest in equal quarterly installments on February 15, May 15, August 15 and November 15, as applicable, for the remaining 15 quarters. |
(20) |
This award originally represented an option to purchase 25,154 shares, of which 2,000 options have been exercised. The shares subject to this option vest in 48 equal monthly installments, with the first installment on June 15, 2018. |
(21) |
The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2019. |
(22) |
The shares subject to this option vest in 48 equal monthly installments, with the first installment on March 15, 2020. |
(23) |
The shares subject to this option vest as follows: 3/48th shall vest on May 15, 2021 and the remaining options shall vest in equal installments over the remaining 45 months. |
(24) |
The shares subject to this option vest in 24 equal monthly installments, with the first installment on December 11, 2021. The deadline to exercise the options is three years from the date of separation from service due to termination by the company without cause or by Mr. Boroditsky for good reason, as such terms are defined in the Boroditsky Letter (defined below), or 10 years from the date of the grant, whichever comes first. |
(25 ) |
The RSUs vest as follows: 1/48th of the RSUs shall vest on June 15, 2018 and the remaining RSUs shall vest in equal monthly installments over the following four years. |
(26) |
The RSUs vest as follows: 1/48th of the RSUs shall vest on March 15, 2019 and the remaining RSUs shall vest in equal monthly installments over the following four years. |
(27) |
The RSUs vest as follows: 1/48th of the RSUs shall vest on March 15, 2020 and the remaining RSUs shall vest in equal monthly installments over the following four years |
(28) |
The RSUs vest as follows: 1/48th of the RSUs shall vest on September 15, 2020 and the remaining RSUs shall vest in equal monthly installments over the following four years. |
(29) |
The RSUs vest as follows: 1/48th of the RSUs shall vest on March 15, 2021 and the remaining RSUs shall vest in equal monthly installments over the following four years. |
(30) |
The RSUs vest as follows: 1/8th of the RSU shall vest on November 15, 2021 and the remaining RSUs shall vest in equal quarterly installments on February 15, May 15, August 15 and November 15 over the remaining two years. |
(31) |
Mr. Wagner was appointed our Chief Legal Officer effective December 13, 2021 and had no outstanding equity awards as of December 31, 2021. |
(32) |
Mr. Chew resigned in May 2021 and had no outstanding equity awards as of December 31, 2021. |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) (1)(2) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (1)(3) |
||||||||||||
Jeff Lawson |
— | — | 64,963 | 21,159,499 | ||||||||||||
Khozema Shipchandler |
49,994 | 13,189,362 | 37,382 | 12,867,199 | ||||||||||||
Eyal Manor (4) |
— | — | — | — | ||||||||||||
Marc Boroditsky |
— | — | 29,957 | 10,375,087 | ||||||||||||
Dana R. Wagner (4) |
— | — | — | — | ||||||||||||
George Hu |
744,735 | 186,370,597 | 63,290 | 21,518,443 | ||||||||||||
Chee Chew |
146,639 | 38,308,200 | 13,154 | 4,693,529 |
(1) |
These values assume that the fair market value of the Class B common stock underlying certain of the stock options and RSUs, which is not listed or approved for trading on or with any securities exchange or association, is equal to the fair market value of our Class A common stock. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder or upon certain transfers of such shares. |
( 2) |
The aggregate value realized upon the exercise of a stock option represents the difference between the aggregate market price of the shares of our Class A common stock, exercised on the date of exercise and the aggregate exercise price of the stock option. |
(3) |
The aggregate value realized upon the vesting and settlement of the RSUs represents the aggregate market price of the shares of our Class A common stock or Class B common stock (which is assumed to be equal to our Class A common stock as described in footnote (1) above), as applicable, that vested on the date of settlement. |
(4) |
Messrs. Manor and Wagner joined us in 2021 and have not vested in any equity awards. |
Qualifying Termination Not in Connection with a Change in Control (1) |
Qualifying Termination in Connection with a Change in Control (2) |
|||||||||||||||||||||||||||||||
Name |
Cash Severance ($) |
Continued Benefits ($) |
Equity Acceleration ($) (3)(4) |
Total ($) |
Cash Severance ($) |
Continued Benefits ($) |
Equity Acceleration ($) (3)(5) |
Total ($) |
||||||||||||||||||||||||
Jeff Lawson |
100,500 | (6) |
14,306 | (7) |
25,787,225 | (8) |
25,902,030 | 201,000 | (9) |
28,611 | (10) |
39,824,557 | 40,054,168 | |||||||||||||||||||
Khozema Shipchandler |
550,000 | (11) |
9,367 | (12) |
— | 559,367 | 1,100,000 | (13) |
18,733 | (14) |
29,565,334 | 30,684,067 | ||||||||||||||||||||
Eyal Manor |
450,000 | (11) |
711 | (12) |
— | 450,711 | 900,000 | (13) |
1,422 | (14) |
33,034,423 | 33,935,845 | ||||||||||||||||||||
Marc Boroditsky |
250,000 | (11) |
9,673 | (12) |
— | 259,673 | 500,000 | (13) |
19,346 | (14) |
17,748,040 | 18,267,368 | ||||||||||||||||||||
Dana R. Wagner |
300,000 | (11) |
332 | (12) |
— | 300,332 | 600,000 | (13) |
665 | (14) |
— | 600,665 |
(1) |
A “qualifying termination” means a termination other than due to cause, death or disability (or a resignation for good reason, for Mr. Lawson) and “not in connection with a change in control” means outside of the change in control period. |
(2) |
A “qualifying termination” means a termination other than due to cause, death or disability or a resignation for good reason and “in connection with a change in control” means within the change in control period. Assumes that in connection with the change in control, outstanding equity awards would have otherwise been assumed, substituted or continued by the successor entity. |
(3) |
Represents the market value of the shares underlying the stock options and RSUs as of December 31, 2021, based on the closing price of our Class A common stock, as reported on The New York Stock Exchange, of $263.34 per share on December 31, 2021. |
(4) |
See “—Other Compensation Policies and Practices—Death Equity Acceleration Policy” which discusses the treatment of equity awards upon the termination due to death of an employee’s or non-employee director’s employment or other service relationship with the Company or any of its subsidiaries. |
(5) |
Represents acceleration of vesting of 100% of the total number of shares underlying outstanding and unvested stock options and RSUs. |
(6) |
Represents nine months of our Chief Executive Officer’s annual base salary. |
(7) |
Represents nine months of our contribution towards health insurance, based on our actual costs to provide health insurance to our Chief Executive Officer immediately prior to termination. |
(8) |
Represents 12 months of accelerated vesting for outstanding and unvested time-based equity awards. |
(9) |
Represents 18 months of our Chief Executive Officer’s annual base salary. |
(10) |
Represents 18 months of our contribution towards health insurance, based on our actual costs to provide health insurance to our Chief Executive Officer immediately prior to termination. |
(11) |
Represents six months of the applicable named executive officer’s annual base salary. |
(12) |
Represents six months of our contribution toward health insurance, based on our actual costs to provide health insurance to the applicable named executive officer immediately prior to termination. |
(13) |
Represents 12 months of the applicable named executive officer’s annual base salary. |
(14) |
Represents 12 months of our contribution towards health insurance, based on our actual costs to provide health insurance to the applicable named executive officer immediately prior to termination. |
• | the annual total compensation of our median employee was $166,789; and |
• | the annual total compensation of our Chief Executive Officer was $14,625,745, as reported in the “Total Compensation” column in the “Summary Compensation Table” included in this Amendment. |
Annual Equity Retainer for Board Membership |
||||
Annual service on the board of directors |
$ | 40,000 | ||
Additional Annual Equity Retainer for Lead Independent Director |
$ | 23,000 | ||
Additional Annual Equity Retainer for Committee Membership |
||||
Annual service as member of the audit committee (other than chairperson) |
$ | 13,000 | ||
Annual service as chairperson of the audit committee |
$ | 26,000 | ||
Annual service as member of the compensation and talent management committee (other than chairperson) |
$ | 10,000 | ||
Annual service as chairperson of the compensation and talent management committee |
$ | 20,000 | ||
Annual service as member of the nominating and corporate governance committee (other than chairperson) |
$ | 6,000 | ||
Annual service as chairperson of the nominating and corporate governance committee |
$ | 12,000 |
Name |
Stock awards ($) (1) |
Total ($) |
||||||
Richard Dalzell (2) |
138,928 | 138,928 | ||||||
Byron Deeter |
138,928 | 138,928 | ||||||
Elena Donio |
145,751 | 145,751 | ||||||
Donna Dubinsky |
142,470 | 142,470 | ||||||
Jeff Epstein (3) |
159,135 | 159,135 | ||||||
Jeffrey Immelt (4) |
140,659 | 140,659 | ||||||
Deval Patrick (5) |
714,521 | 714,521 | ||||||
Erika Rottenberg |
147,824 | 147,824 |
(1) |
Unless otherwise indicated, stock awards consist solely of RSUs which vest immediately upon grant. The amounts reported in this column represent the aggregate grant date fair value of the RSUs awarded to the non-employee directors in the fiscal year ended December 31, 2021, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining such amounts are described in the Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 22, 2022. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by the non-employee directors upon vesting or settlement of the RSUs. |
(2) |
As of December 31, 2021, Mr. Dalzell held an outstanding option to purchase a total of 76,500 shares of our Class B common stock. |
(3) |
Mr. Epstein has elected to defer 18,794 RSUs pursuant to the Non-Employee Director’s Deferred Compensation Program, which were converted into DSUs. As of December 31, 2021, Mr. Epstein held 18,794 DSUs. |
(4) |
As of December 31, 2021, Mr. Immelt held 1,043 RSUs, which will vest on June 19, 2022 so long as Mr. Immelt is a member of our board of directors on such date. |
(5) |
As of December 31, 2021, Mr. Patrick held (i) 422 RSUs, which vested on January 13, 2022, (ii) 422 RSUs, which will vest on January 13, 2023 so long as Mr. Patrick is a member of our board of directors on such date, and (ii) 423 RSUs, which will vest on January 13, 2024 so long as Mr. Patrick is a member of our board of directors on such date. |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Plan Category |
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |
(b) Weighted-average exercise price of outstanding options, warrants and rights |
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
Equity compensation plans approved by stockholders (1) |
15,330,724 | $ | 87.7759 | (2) |
31,032,934 | (3) | ||||||
Equity compensation plans not approved by stockholders (4) |
878,419 | $ | 44.5539 | — | ||||||||
Total |
16,209,143 | $ | 78.10 | 31,032,934 |
(1) |
Includes the following plans: our 2008 Plan, 2016 Plan, and our ESPP. |
(2) |
Excludes shares issuable upon vesting of outstanding RSUs as of December 31, 2021, since such shares have no exercise price. |
(3) |
As of December 31, 2021, a total of 24,650,104 shares of our Class A common stock were reserved for issuance pursuant to the 2016 Plan. This number includes shares reserved and available for issuance under the SendGrid 2009 Plan, the SendGrid 2012 Plan and the SendGrid 2017 Plan that we assumed, which were approved by the stockholders of SendGrid, but not by a separate vote of our stockholders; such shares became available for issuance under our 2016 Plan, but awards using such shares may not be granted to individuals who were employed, immediately prior to the acquisition, by us or our subsidiaries. This number excludes the 9,023,405 shares that were added to the 2016 Plan as a result of the automatic annual increase on January 1, 2022. The 2016 Plan provides that the number of shares reserved and available for issuance under the 2016 Plan will automatically increase each January 1, beginning on January 1, 2017, by 5% of the outstanding number of shares of our Class A and Class B common stock on the immediately preceding December 31 or such lesser number of shares as determined by our compensation and talent management committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. The shares of Class A and Class B common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without the issuance of stock, expire or are otherwise terminated, other than by exercise, under the 2016 Plan and the 2008 Plan will be added back to the |
shares of Class A common stock available for issuance under the 2016 Plan (provided, that any such shares of Class B common stock will first be converted into shares of Class A common stock). The Company no longer makes grants under the 2008 Plan. As of December 31, 2021, a total of 6,382,830 shares of our Class A common stock were available for future issuance pursuant to the ESPP, which number includes shares subject to purchase during the current purchase period, which commenced on November 16, 2021 (the exact number of which will not be known until the purchase date on May 13, 2022) but excludes the 1,800,000 shares that were added to the ESPP as a result of the automatic annual increase on January 1, 2022. Subject to the number of shares remaining in the share reserve, the maximum number of shares purchasable by any participant on any one purchase date for any purchase period, including the current purchase period may not exceed 5,000 shares. The ESPP provides that the number of shares reserved and available for issuance under the ESPP will automatically increase each January 1, beginning on January 1, 2017, by the lesser of 1,800,000 shares of our Class A common stock, 1% of the outstanding number of shares of our Class A and Class B common stock on the immediately preceding December 31 or such lesser number of shares as determined by our compensation and talent management committee. This number will be subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. |
(4) |
In connection with our acquisitions of SendGrid, Segment and Zipwhip, we assumed outstanding SendGrid, Segment and Zipwhip options and RSUs. As of December 31, 2021, there were (a) 170,970 shares issuable under such outstanding SendGrid stock options (with a weighted-average exercise price of $20.5093) and 31,049 shares issuable under such outstanding SendGrid RSUs; (b) 504,587 shares issuable under such outstanding Segment stock options (with a weighted-average exercise price of $51.7840) and 86,004 shares issuable under such outstanding Segment RSUs; and (c) 74,596 shares issuable under such outstanding Zipwhip stock options (with a weighted-average exercise price of $50.7560) and 11,213 shares issuable under such outstanding Zipwhip RSUs. No further grants may be made under any of these plans. |
• | each of our named executive officers; |
• | each of our directors; |
• | all of our current directors and executive officers as a group; and |
• | each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Class A or Class B common stock. |
Shares Beneficially Owned |
||||||||||||||||||||||||
Class A Common Stock |
Class B Common Stock |
|||||||||||||||||||||||
Name of Beneficial Owner |
Shares |
% |
Shares |
% |
Voting %† |
Ownership % |
||||||||||||||||||
Named Executive Officers and Directors: |
||||||||||||||||||||||||
Jeff Lawson (1) |
559,749 | * | 5,920,194 | 58.4 | 21.8 | 3.6 | ||||||||||||||||||
Khozema Shipchandler (2) |
37,095 | * | — | — | * | * | ||||||||||||||||||
Eyal Manor (3) |
19,397 | * | — | — | * | * | ||||||||||||||||||
Marc Boroditsky (4) |
127,945 | * | — | — | * | * | ||||||||||||||||||
Dana R. Wagner (5) |
6,595 | * | — | — | * | * | ||||||||||||||||||
George Hu (6) |
74,862 | * | — | — | * | * | ||||||||||||||||||
Chee Chew (7) |
134,008 | * | — | — | * | * | ||||||||||||||||||
Richard Dalzell (8) |
13,829 | * | 76,500 | * | * | * | ||||||||||||||||||
Byron Deeter (9) |
515,166 | * | — | — | * | * | ||||||||||||||||||
Elena Donio (10) |
12,454 | * | 18,252 | * | * | * | ||||||||||||||||||
Donna L. Dubinsky (11) |
5,892 | * | — | — | * | * | ||||||||||||||||||
Jeff Epstein (12) |
26,484 | * | — | — | * | * | ||||||||||||||||||
Jeffrey Immelt (13) |
16,413 | * | — | — | * | * | ||||||||||||||||||
Deval Patrick (14) |
1,644 | * | — | — | * | * | ||||||||||||||||||
Erika Rottenberg (15) |
8,382 | * | 15,300 | * | * | * | ||||||||||||||||||
All executive officers and directors as a group (13 persons) (16) : |
1,351,045 | 0.8 | 6,030,246 | 59.0 | 22.5 | 4.2 | ||||||||||||||||||
5% Stockholders: |
||||||||||||||||||||||||
The Vanguard Group (17) |
10,443,890 | 6.1 | — | — | 3.9 | 5.8 | ||||||||||||||||||
BlackRock, Inc. (18) |
9,295,211 | 5.4 | — | — | 3.4 | 5.1 | ||||||||||||||||||
Amazon.com NV Investment Holdings LLC (19) |
— | — | 1,768,346 | 18.0 | 6.6 | * | ||||||||||||||||||
John Wolthuis (20) |
— | — | 1,478,474 | 15.1 | 5.5 | * |
* | Represents beneficial ownership of less than one percent (1%) of the outstanding shares. |
† | Percentage of total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, as a single class. The holders of our Class A common stock are entitled to one vote per share, and the holders of our Class B common stock are entitled to ten votes per share. |
(1) |
Consists of (i) 68,316 shares of Class A common stock held of record by Mr. Lawson, as trustee of the Lawson Revocable Trust, (ii) 4,580,822 shares of Class B common stock held of record by Mr. Lawson, as trustee of the Lawson Revocable Trust, (iii) 1,022,705 shares of Class B common stock held of record by The Lawson 2014 Irrevocable Trust, J.P. Morgan Trust Company, as trustee, (iv) 491,433 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2022, and (v) 316,667 shares of Class B common stock subject to outstanding options that are exercisable within 60 days of March 31, 2022. |
(2) |
Consists of (i) 3,570 shares of Class A common stock held of record by Mr. Shipchandler, (ii) 26,595 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2022 and (iii) 6,930 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2022. |
(3) |
Consists of (i) 4,753 shares of Class A common stock held of record by Mr. Manor, (ii) 6,804 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2022 and (iii) 7,840 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2022. |
(4) |
Consists of (i) 8,323 shares of Class A common stock held of record by Mr. Boroditsky, (ii) 112,716 shares of Class A common stock subject to outstanding options that are exercisable within 60 days of March 31, 2022 and (iii) 6,906 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2022. |
(5) |
Consists of 6,595 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2022 for Mr. Wagner. |
(6) |
Consists of 74,862 shares of Class A common stock held of record by Mr. Hu, as trustee of the Hu/Luo Family 2005 Trust. |
(7) |
Consists of 134,008 shares of Class A common stock held of record by Mr. Chew, all of which are pledged as collateral to secure certain personal indebtedness. |
(8) |
Consists of (i) 13,829 shares of Class A common stock held of record by Mr. Dalzell and (ii) 76,500 shares of Class B common stock subject to outstanding options that are exercisable within 60 days of March 31, 2022. |
(9) |
Consists of (i) 16,514 shares of Class A common stock held of record by Mr. Deeter and (ii) 498,652 shares of Class A Common stock held of record by Byron B. Deeter and Allison K. Deeter Trustees TD July 28, 2000. |
(10) |
Consists of (i) 12,454 shares of Class A common stock held of record by Ms. Donio and (ii) 18,252 shares of Class B common stock held of record by Ms. Donio. |
(11) |
Consists of 5,892 shares of Class A Common stock held of record by Ms. Dubinsky, as trustee of the Shustek-Dubinsky Family Trust. |
(12) |
Consists of 26,484 shares of Class A common stock held of record by Mr. Epstein, as Trustee of the Epstein Family Revocable Trust. |
(13) |
Consists of 16,413 shares of Class A common stock held of record by Mr. Immelt. |
(14) |
Consists of 1,644 shares of Class A common stock held of record by Mr. Patrick. |
(15) |
Consists of (i) 8,382 shares of Class A common stock held of record by Ms. Rottenberg, as trustee of the Erika Rottenberg Revocable Trust and (ii) 15,300 shares of Class B common stock held of record by Ms. Rottenberg, as trustee of the Erika Rottenberg Revocable Trust. |
(16) |
Consists of (i) 685,226 shares of Class A common stock held of record, (ii) 5,637,079 shares of Class B common stock held of record, (iii) 637,548 shares of Class A common stock subject to outstanding stock options that are exercisable within 60 days of March 31, 2022, (iv) 393,167 shares of Class B common stock subject to outstanding stock options that are exercisable within 60 days of March 31, 2022 and (v) 28,271 shares of Class A common stock issuable upon the settlement of RSUs releasable within 60 days of March 31, 2022. |
(17) |
Based on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 10, 2022. Of the shares of Class A common stock beneficially owned, The Vanguard Group reported that it has sole dispositive power with respect to 10,091,990 shares, shared dispositive power with respect to 351,900 shares, sole voting power with respect to no shares and shared voting power with respect to 147,064 shares. The Vanguard Group listed their address as 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
(18) |
Based on information reported by BlackRock, Inc. on Schedule 13G/A filed with the SEC on February 8, 2022. Of the shares of Class A common stock beneficially owned, Blackrock, Inc. reported that it has sole dispositive power with respect to 9,295,211 shares and sole voting power with respect to 8,022,375. BlackRock, Inc. listed its address as 55 East 52nd Street, New York, New York 10055. |
(19) |
Based on shares held of record by Amazon.com NV Investment Holdings LLC as of March 31, 2022 and registered with our transfer agent. Amazon NV Investment Holdings LLC’s address is listed as 410 Terry Avenue North, Seattle, WA 98109. |
(20) |
Consists of 1,478,474 shares of Class B common stock held of record by Mr. Wolthuis. |
Item 13. |
Certain Relationships and Related Party Transactions, and Director Independence |
• | we have been or are to be a participant; |
• | the amount involved exceeded or exceeds $120,000; and |
• | any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. |
• | any breach of their duty of loyalty to our Company or our stockholders; |
• | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
• | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or |
• | any transaction from which they derived an improper personal benefit. |
Item 14. |
Principal Accountant Fees and Services |
2020 |
2021 |
|||||||
(in thousands) |
||||||||
Audit Fees (1) |
$ | 4,293 | $ | 4,105 | ||||
Audit-Related Fees (2) |
450 | 1,261 | ||||||
Tax Fees (3) |
86 | 31 | ||||||
All Other Fees |
— | — | ||||||
|
|
|
|
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Total Fees |
$ | 4,829 | $ | 5,397 | ||||
|
|
|
|
(1) |
Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years, and the review of the financial statements included in our quarterly reports. Fees for fiscal year 2020 and 2021 also consisted of fees related to SEC registration statements and other filings, comfort letters and consents, adoption of accounting pronouncements, acquisitions and our follow-on securities offerings. Fees for fiscal year 2021 also included work related to the intra-entity asset transfer of certain intellectual property rights. |
(2) |
Audit-Related Fees consist of professional services rendered in connection with the due diligence of transactions or events, including acquisitions. |
(3) |
Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal and state tax compliance. |
Item 15. |
Exhibits and Financial Statement Schedules |
1. | Financial statements (see Index to Consolidated Financial Statements in Part II, Item 8 of the Original Form 10-K). |
2. | All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes. |
3. | The exhibits listed in the following Index to Exhibits are filed or incorporated by reference as part of this Amendment. |
Exhibit Number |
Incorporated by Reference | |||||||||
Description |
Form |
File No. |
Exhibit |
Filing Date | ||||||
31.3 |
Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||
31.4 |
Certification of the Chief Operating Officer (Principal Financial Officer) pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||||||||
32.1** |
Certification of the Chief Executive Officer and Chief Operating Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 10-K |
001-37806 |
32.1 | February 22, 2022 | |||||
101.INS |
Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | 10-K |
001-37806 |
101.INS | February 22, 2022 | |||||
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. | 10-K |
001-37806 | 101.SCH | February 22, 2022 | |||||
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | 10-K |
001-37806 | 101.CAL | February 22, 2022 | |||||
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. | 10-K |
001-37806 | 101.DEF | February 22, 2022 | |||||
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document. | 10-K |
001-37806 | 101.LAB | February 22, 2022 | |||||
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | 10-K |
001-37806 | 101.PRE | February 22, 2022 | |||||
104 |
Cover Page with Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101). | 10-K |
001-37806 | 104 | February 22, 2022 |
+ | Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and other similar attachments upon request by the Securities and Exchange Commission. |
† | Certain portions of this exhibit have been omitted because they are not material and they are the type of information that the registrant treats as private or confidential. |
* | Indicates a management contract or compensatory plan or arrangement. |
** | The certifications furnished in Exhibit 32.1 hereto are deemed to accompany the Original Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. |
Twilio Inc. | ||||
April 22, 2022 |
/s/ K HOZEMA Z. SHIPCHANDLER Khozema Z. Shipchandler Chief Operating Officer (Principal Accounting and Financial Officer) |